Item 1. Business
Item
1. Business.
Introduction
We
manufacture and trade bromine and crude salt, natural gas, manufacture and sell chemical products used in oil and gas field explorations
and papermaking chemical agents, and materials for human and animal antibiotics. To date, our products have been sold only within the
People’s Republic of China. As used in this report, the terms “we,” “us,” “our,” “Company”
and “Gulf Resources” refers to Gulf Resources, Inc., a holding company and/or its consolidated wholly-owned subsidiaries,
and the terms “ton” and “tons” refers to metric tons, in each case, unless otherwise stated or the context requires
otherwise.
The
functional currency of the Company’s operating foreign subsidiaries is the Renminbi (“RMB”), which had an average exchange
rate of $0.14042 and $0.13999 during fiscal years 2024 and 2025, respectively, the reporting currency of the Company is the United States
dollar (“USD” or $”).
Our
Corporate History and Corporate Structure
We
(Gulf Resources Inc.) were originally incorporated in Delaware and subsequently re-incorporated in Nevada. From November 1993 through
August 2006, we were engaged in the business of owning, leasing and operating coin and debit card pay-per copy photocopy machines, fax
machines, microfilm reader-printers and accessory equipment under the name “Diversifax, Inc.”. Due to the increased use of
internet services, demand for our services declined sharply, and in August 2006, our Board of Directors decided to discontinue our operations.
Upper
Class Group Limited, incorporated in the British Virgin Islands in July 2006, acquired all the outstanding stock of Shouguang City Haoyuan
Chemical Company Limited (“SCHC”), a company incorporated in Shouguang City, Shandong Province, the People’s Republic
of China (the “PRC”), in May 2005. At the time of the acquisition, members of the family of Mr. Ming Yang, our president
and former chief executive officer, owned approximately 63.20% of the outstanding shares of Upper Class Group Limited. Since the ownership
of Upper Class Group Limited and SCHC was then substantially the same, the acquisition was accounted for as a transaction between entities
under common control, whereby Upper Class Group Limited recognized the assets and liabilities transferred at their carrying amounts.
1
On
December 12, 2006, our Company, then known as Diversifax, Inc., a public “shell” company, acquired Upper Class Group Limited
and SCHC. Under the terms of the agreement, the stockholders of Upper Class Group Limited received 13,250,000 (restated for the 2- for-1
stock split in 2007 and the 1-for-4 stock split in 2009) shares of our voting common stock in exchange for all outstanding shares of
Upper Class Group Limited. Members of the Yang family received approximately 62% of our common stock as a result of the acquisition.
Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction rather
than a business combination. That is, the share exchange is equivalent to the issuance of stock by Upper Class Group Limited for the
net assets of Gulf Resources, Inc., accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly,
the accounting for the share exchange is identical to that resulting from a reverse acquisition, except no goodwill is recorded. Under
reverse takeover accounting, the post reverse acquisition comparative historical consolidated financial statements of the legal acquirer,
Diversifax, Inc., are those of the legal acquiree, Upper Class Group Limited. Share and per share amounts stated have been retroactively
adjusted to reflect the share exchange. On February 20, 2007, we changed our corporate name to Gulf Resources, Inc.
On
February 5, 2007, we acquired Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”), a company incorporated in the People’s
Republic of China. Under the terms of the acquisition agreement, the stockholders of SYCI received a total of 8,094,059 (restated for
the 2-for-1 stock split in 2007 and the 1-for-4 stock split in 2009) shares of common stock of Gulf Resources, Inc. in exchange for all
outstanding shares of SYCI’s common stock. Simultaneously with the completion of the acquisition, a dividend of
$2,550,000
was paid to the former stockholders of SYCI. At the time of the acquisition, approximately 49.1% of the outstanding shares of SYCI were
owned by Ms. Yu, Mr. Yang’s wife, and the remaining 50.9% of the outstanding shares of SYCI were owned by SCHC, all of whose outstanding
shares were owned by Mr. Yang and his wife. Since the ownership of Gulf Resources, Inc. and SYCI are substantially the same, the acquisition
was accounted for as a transaction between entities under common control, whereby Gulf Resources, Inc. recognized the assets and liabilities
of SYCI at their carrying amounts. Share and per share amounts have been retroactively adjusted to reflect the acquisition.
To
satisfy certain ministerial requirements necessary to confirm certain government approvals required in connection with the acquisition
of SCHC by Upper Class Group Limited, all of the equity interest of SCHC were transferred to a newly formed Hong Kong corporation named
Hong Kong Jiaxing Industrial Limited (“Hong Kong Jiaxing”) all of the outstanding shares of which are owned by Upper Class
Group Limited. The transfer of all of the equity interest of SCHC to Hong Kong Jiaxing received approval from the local State Administration
of Industry and Commerce on December 10, 2007.
As
a result of the transactions described above, our corporate structure is linear. That is Gulf Resources owns 100% of the outstanding
shares of Upper Class Group Limited, which owns 100% of the outstanding shares of Hong Kong Jiaxing, which owns 100% of the outstanding
shares of SCHC, which owns 100% of the outstanding shares of SYCI. Further, as a result of our acquisitions of SCHC and SYCI, our historical
consolidated financial statements, as contained in our Consolidated Financial Statements and Management’s Discussion and Analysis,
appearing elsewhere in the report, reflect the accounts of SCHC and SYCI.
On
January 12, 2015, the Company and SCHC entered into an Equity Interest Transfer Agreement with Shouguang City Rongyuan Chemical Co.,
Ltd (“SCRC”), pursuant to which SCHC agreed to acquire SCRC and all rights, title and interest in and to all assets owned
by SCRC, a leading manufacturer of materials for human and animal antibiotics in China and other parts of Asia.
On
February 4, 2015, the Company closed the transactions contemplated by the agreement between the Company, SCHC and SCRC. On the closing
Date, the Company issued 7,268,011 shares of its common stock, par value $0.0005 per share (the “Shares”), at the closing
market price of $1.84 per Share on the closing date to the four former equity owners of SCRC .The issuance of the Shares was exempt from
registration pursuant to Regulation S of the Securities Act of 1933, as amended. On the Closing Date, the Company entered into a lock-up
agreement with the four former equity owners of SCRC. In accordance with the terms of the lock-up agreement, the shareholders agreed
not to sell or transfer the Shares for five years from the date the stock certificates evidencing the Shares were issued.
2
The
sellers of SCRC agreed as part of the purchase price to accept the Shares, based on a valuation of $10.00 (restated for the 1-for-5 reverse
stock split in January 2020), which was a 73% premium to the price on the day the agreement was reached. For accounting purposes, the
Shares were valued at $9.20 (restated for the 1-for-5 reverse stock split in January 2020), which was the closing price of our common
stock on the closing date of the agreement. The price difference between the original sale price of $10.00 (restated for the 1-for-5
reverse stock split in January 2020) and the $9.20 (restated for the 1-for-5 reverse stock split in January 2020) closing price of our
stock on the closing date of the agreement is solely for accounting purposes. There has been no change in the number of shares issued.
On
November 24, 2015, Gulf Resources, Inc., a Delaware corporation, consummated a merger with and into its wholly-owned subsidiary, Gulf
Resources, Inc., a Nevada corporation. As a result of the reincorporation, the Company is now a Nevada corporation.
On
December 15, 2015, the Company incorporated a new subsidiary in the Sichuan Province of the PRC named Daying County Haoyuan Chemical
Company Limited (“DCHC”) with registered capital of RMB50,000,000, and there was RMB14,848,730 capital contributed by SCHC
as of December 31, 2021. DCHC was established to further explore and develop natural gas and brine resources (including bromine and crude
salt) in China.
On
September 2, 2016, the Company announced the planned merger of two of its 100% owned subsidiaries, SYCI and SCRC. On March 24, 2017,
the legal process of the merger was completed and SCRC was officially deregistered on March 28, 2017. The results of these two subsidiaries
were reported under SYCI in the fiscal year 2018.
On
January 27, 2020, we completed a 1-for-5 reverse stock split of our common stock, such that for each five shares outstanding prior to
the stock split there was one share outstanding after the reverse stock split. All shares of common stock referenced in this report have
been adjusted to reflect the stock split figures. On January 28, 2020, our shares began trading on the NASDAQ Global Select Market under
the new CUSIP # 40251W.
In
April 2022, Shouguang Hengde Salt Industry Co. Ltd, our subsidiary, was incorporated in Shandong Province, China, for crude salt production
and trading.
On
October 27, 2025, the Company completed a 1-for-10 reverse stock split of our common stock, such that for each ten shares outstanding
prior to the stock split there was one share outstanding after the reverse stock split. All shares of common stock referenced in this
report have been adjusted to reflect the stock split figures. On October 27, 2025, our shares began trading on the NASDAQ Global Select
Market under the new CUSIP # 40251W507.
On
May 6, 2025, the Company was notified by the Listing Qualifications Staff of The Nasdaq Stock Market LLC that the Staff granted the Company’s
request to transfer the listing of its common stock, par value $0.0005 per share, from The Nasdaq Global Select Market tier to The Nasdaq
Capital Market tier. On October 27, 2025, our shares began trading on the Nasdaq Capital Market under the same symbol “GURE”.
Recent
Developments
On
November 12, 2025, the Company issued a press release providing certain updates on its hearing scheduling process with the Nasdaq Hearings
Panel. The Company has received a hearing notification letter from Nasdaq scheduling an oral hearing for December 9, 2025. As of November
10, 2025, the Company’s common stock had maintained the requisite closing bid price in compliance with Listing Rule 5550(a)(2).
In light of the above and in accordance with the instructions provided by the hearing notification letter, the Company has submitted
a request to cancel the hearing, subject to the Company’s Listing Analyst review and confirmation.
On
December 1, 2025, the Company received a letter from The Nasdaq Stock Market, LLC stating that the Company had regained compliance with
the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).
Consequently, the hearing before the Hearings Panel scheduled to take place on December 9, 2025 has been cancelled. The Company’s
securities will continue to be listed and traded on The Nasdaq Stock Market.
On
December 2, 2025, the Company issued a press release announcing that it has regained compliance with the minimum bid price requirement
for continued listing on The Nasdaq Capital Market.
On
December 10, 2025, Shouguang City Haoyuan Chemical Company Limited, an indirect wholly owned subsidiary of Gulf Resources, Inc. (the
“Company”), entered into an equity transfer agreement to sell 100% of the equity interests in Shouguang Yuxin Chemical Industry
Co., Limited to Shandong Rongyuan Pharmaceutical Co., Ltd. for aggregate consideration of RMB 21.2 million, payable in instalments through
2028. The Company’s board of directors reviewed and affirmed the terms of the transaction, concluding that the sale is fair to
and in the best interests of the Company and its shareholders. The disposition removes the operational and financial burdens associated
with the prolonged suspension of the Yuxin Chemical facility and enables the Company to reallocate resources to its other, more profitable
business segments. The transaction closed on December 22, 2025 following completion of the required governmental registration changes.
On
December 18, 2025, the Company announced that, pursuant to a notice dated December 15, 2025 from the Shouguang Municipal People’s
Government Office (the “Government of Shouguang City”), it would temporarily suspend relevant operations in Shouguang City
to comply with local regulatory requirements. The Company characterized the suspension as seasonal in nature and aligned with the Government
of Shouguang City’s objectives for the orderly extraction, effective utilization, and comprehensive development of brine resources,
as well as the protection of the ecological environment. The Company further noted that bromine demand typically declines during the
Chinese New Year holiday period and that crude salt processing becomes more difficult in winter due to lower temperatures, which mitigated
the commercial impact of the temporary shutdown. Operations in Shouguang City subsequently resumed on March 2, 2026 in compliance with
the same government notice.
On
December 22, 2025, the transaction previously announced on December 10, 2025 to sell 100% of the equity interests in Shouguang Yuxin
Chemical Industry Co., Limited by Shouguang City Haoyuan Chemical Company Limited, an indirect wholly owned subsidiary of Gulf Resources,
Inc. (the “Company”), to Shandong Rongyuan Pharmaceutical Co., Ltd. closed following completion of the industrial and commercial
change registration by the relevant Administration for Market Regulation (AMR), which recorded the Purchaser as the sole shareholder
of the Target Company. The Company had previously disclosed the terms of the equity transfer agreement and related matters in its Current
Report on Form 8-K filed with the SEC on December 15, 2025.
3
On
March 2, 2026, the Company announced that as previously reported on its Form 8-K filed on December 18, 2025, it had temporarily suspended
certain operations in Shouguang City in compliance with a seasonal government notice (the “Notice”) issued by the Government
of Shouguang City to support the orderly extraction, effective utilization, and comprehensive development of brine resources and the
protection of the ecological environment, and that such operations have now resumed in compliance with the Notice.
On
January 26, 2026, March 5, 2026, March 19, 2026 and March 28, 2026, respectively, the Company entered into equity financing agreements
(individually the “Private Placement Agreement”; collectively the “Private Placement Agreements”), with four
individual investors (individually the “Private Placement Purchaser”; collectively “Private Placement Purchasers”),
pursuant to which the Company agreed to issue new shares of common stock to such investors that in aggregate accounted for approximately
18% of the total shares issued and outstanding of the Company as of December 31, 2025. The purchase price per share under the Private
Placement Agreement dated January 26, 2026, was set at 90% of the average closing price of the Company’s common stock for the five
trading days prior to the date of such agreement, while the purchase prices under the Private Placement Agreements executed in March
2026 were set at 85% of, or 15% off, the closing price of the Company’s common stock on the trading day immediately preceding the
respective agreement dates, as quoted on the Nasdaq Stock Market. For more information, see the Current Report on Form 8-K of the Company
filed with the Securities Exchange Commission, or the SEC.
On
April 23, 2026, the Company received a notice (the “Initial Notice”) from the Listing Qualifications Department of The Nasdaq
Stock Market LLC (“Nasdaq”) notifying the Company that due to the Company’s failure to timely file its Annual Report
on Form 10-K for the fiscal year ended December 31, 2025 (the “Form 10-K”), with the SEC, the Company was not in compliance
with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule 5250(c)(1) Rule”),
which requires the timely filing of all required periodic reports with the SEC, and the Company subsequently received a notice (the “May
Notice”) from Nasdaq on May 26, 2026 due to the Company’s non-compliance with the Listing Rule 5250(c)(1) Rule as a result
of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026(the “First
Quarter Form 10-Q”, together with the Form 10-K, the “Delinquent Reports”). The May Notice states that the Company
had until June 22, 2026 to submit to Nasdaq a plan to regain compliance with the Rule.
On
May 26, 2026, Gulf Resources (the “Company”) received a notice (the “Notice”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”), indicating that, as a result of not having timely filed its quarterly
report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”), and the Company remains delinquent in filing
its annual report on Form 10-K for the year ended December 31, 2025 (the “Initial Delinquent Filing”), the Company is in
non-compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing all required periodic financial reports with the Securities
Exchange Commission.
On
June 1, 2026, Gulf Resources (the “Company”), following the Company’s ongoing dialogue with the staff of the United
States Securities and Exchange Commission, concluded that the Company will amend its fiscal year 2024 Form 10-K (the “FY2024 Form
10-K”) and Form 10-Qs for the first, second and third quarters of 2025 (collectively, the “Q1, Q2 and Q3 2025 Form 10-Qs”)
to restate the disclosures (Note 6, Note 7 and Note 12 included in the FY2024 Form 10-K and the Q1, Q2 and Q3 2025 Form 10-Qs) to revise
the previous recognition of buildings without ownership certificates as fixed assets in the balance sheets and to reclassify such buildings
as right-of-use (ROU) assets based on lease agreements and ASC 842 Leases, for each of the periods included in those filing, including
fiscal years 2023 and 2024 in the FY2024 Form 10-K and each of the quarterly and year-to-date periods included in the Q1, Q2 and Q3 FY2025
Form 10-Qs (collectively, the “Prior Filings”). The Prior Filings should no longer be relied upon because of errors identified
in such financial statements, as described above.
In
connection with the identification of the above mentioned restatement, the Company delayed the completion of its fiscal year 2025 Form
10-K and Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, and filed a Form 12b-25 (Notice of Late Filing) with the
Securities and Exchange Commission to provide notice of such delay to the SEC and its shareholders.
On
June 25, 2026, the Company received a letter from Nasdaq indicating that, based on its further review and the plan of compliance submitted
by the Company on June 17, 2026, Nasdaq determined to grant an exception to enable the Company to regain compliance with the Listing
Rule 5250(c)(1) Rule. The terms of the exception were as follows: on or before August 31, 2026, the Company must file the Delinquent
Reports, as required by the Listing Rule 5250(c)(1) Rule. In the event the Company does not satisfy the terms, Nasdaq will provide written
notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a hearings panel.
4
Corporate
Structure
Our
current corporate structure chart is set forth in the following diagram:
5
Currently,
we operate our business through our wholly-owned subsidiaries in China, including (i) Shouguang City Haoyuan Chemical Company Limited,
or SCHC; (ii) Shouguang Yuxin Chemical Industry Co., Limited, or SYCI; (iii) Daying County Haoyuan Chemical Co., Ltd., or DCHC; and (iv)
Shouguang Hengde Salt Industry Co. Limited, or SHSI, each a PRC company.
On
December 10, 2025, Shouguang City Haoyuan Chemical Company Limited (the “Seller”), an indirect wholly owned subsidiary of
Gulf Resources, Inc. (the “Company”), entered into an equity transfer agreement (the “SPA”) with Shandong Rongyuan
Pharmaceutical Co., Ltd. (the “Purchaser”) to sell 100% of the equity interests in Shouguang Yuxin Chemical Industry Co.,
Limited (the “Target Company”) for RMB 21.2 million, payable in instalments through 2028. The Company’s board of directors
reviewed and approved the SPA, determining that its terms, including the consideration and payment arrangements, are fair and in the
best interests of the Company and its shareholders. Given the prolonged suspension of operations at the Yuxin Chemical facility and its
adverse impact on performance, the Board believes that completing the sale will relieve the Company of related burdens and allow it to
focus on more profitable business segments.
As
previously reported, on December 10, 2025, Shouguang City Haoyuan Chemical Company Limited (the “Seller”), an indirect wholly
owned subsidiary of Gulf Resources, Inc. (the “Company”), entered into an equity transfer agreement (the “SPA”)
with Shandong Rongyuan Pharmaceutical Co., Ltd. (the “Purchaser”) to sell 100% of the equity interest in Shouguang Yuxin
Chemical Industry Co., Limited (the “Target Company”). The industrial and commercial registration reflecting the Purchaser
as the sole shareholder of the Target Company was completed by the relevant governmental authority on December 22, 2025, marking the
closing of the transaction. In connection with the closing, the Company filed a Current Report on Form 8-K on December 29, 2025, which
includes the Company’s audited financial statements for the year ended December 31, 2024, and unaudited financial statements for
the nine months ended September 30, 2025, together with related notes and pro forma financial information filed as Exhibit 99.1 of the
aforementioned Form 8-K filed on December 29, 2025.
Our
executive offices are located at Level 11, Vegetable Building, Industrial Park of the East in Shouguang City, Shandong Province, P.R.C.
Our telephone number is +86 (536) 5670008. Our website address is www.gulfresourcesinc.com. The information contained on or accessed
through our website is not intended to constitute and shall not be deemed to constitute part of this Form 10-K.
Enforcement
of Civil Liabilities under United States Federal Securities Laws
Although
the Company is a Nevada corporation, most of the Company’s operations are and will be located outside of the United States and
all Company directors and officers reside outside the United States. Moreover, a majority of Company assets are located outside the United
States. Since a majority of the assets owned by the Company are located outside the United States, any judgment obtained in the United
States against the Company may not be collectible within the United States. There is no treaty between the United States and China providing
for the reciprocal recognition and enforcement of judgments in civil and commercial matters and a final judgment for the payment of money
rendered by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the federal
securities laws, would, therefore, not be automatically enforceable in China. Under the PRC Civil Procedure Law, foreign shareholders
may originate actions based on PRC law against the Company in the PRC, if they can establish sufficient nexus to the PRC for a PRC court
to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the
case, and there must be a concrete claim, a factual basis and a cause for the suit.
There
is uncertainty as to whether the courts of China would (1) recognize or enforce judgments of United States courts obtained against the
Company or its directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any
state in the United States, or (2) entertain original actions brought in each respective jurisdiction against the Company or its directors
or officers predicated upon the securities laws of the United States or any state in the United States.
The
recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedure Law. PRC courts may recognize and enforce
foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country
where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity
with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the
PRC Civil Procedure Law, courts in China will not enforce a foreign judgment against the Company or its directors and officers if they
decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. As a result,
it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States. Under the PRC
Civil Procedure Law, foreign shareholders may originate actions based on PRC law against the Company in the PRC, if they can establish
sufficient nexus to the PRC for a PRC court to have jurisdiction, and meet other procedural requirements, including, among others, the
plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit.
In
addition, it will be difficult for U.S. shareholders to originate actions against us in China in accordance with PRC laws because we
are incorporated under the laws of State of Nevada and it will be difficult for U.S. shareholders, holding our common stock, to establish
a connection to China for a PRC court to have jurisdiction as required under the PRC Civil Procedure Law.
Recent
Regulatory Developments in China
We
face various legal and operational risks and uncertainties associated with having all of our operations in China and the complex and
evolving PRC laws and regulations. The Chinese government has significant authority in regulating our operations and may intervene or
influence our operations at any time, which could result in a material adverse change in our operations and the value of our securities.
The PRC government has recently indicated its intent to exert more oversight and control over offerings that are conducted overseas and
foreign investment in China-based issuers. Such actions could significantly limit or completely hinder our ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For example, anti-monopoly
regulators in China have promulgated new anti- monopoly and competition laws and regulations and strengthened the enforcement under these
laws and regulations. There remain uncertainties as to how the laws, regulations and guidelines recently promulgated will be implemented
and whether these laws, regulations and guidelines will have a material impact on our business, financial condition, results of operations
and prospects. If any non-compliance is identified by relevant authorities, we may be subject to fines and other penalties. See “Item
1A. Risk Factors— Risks Related to Doing Business in China—Because all of our operations are in China, our business is subject
to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion
over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change
in our operations and/or the value of our common stock.”, “—if the Chinese government chooses to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly
limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.” and “—If the Chinese government were to impose new requirements for approval
from the PRC Authorities to issue our common stock to foreign investors or list on a foreign exchange, such action could significantly
limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.”
6
Recently,
the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations
in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over
China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity
reviews, and expanding efforts in anti-monopoly enforcement. We do not believe that we are directly subject to these regulatory actions
or statements, as we do not have a variable interest entity structure and our business does not involve the collection of user data,
implicate cybersecurity, or involve any other type of restricted industry. Because these statements and regulatory actions are new, however,
it is highly uncertain how soon legislative or administrative regulation making bodies in China will respond to them, or what existing
or new laws or regulations will be modified or promulgated, if any, or the potential impact such modified or new laws and regulations
will have on our daily business operations or our ability to accept foreign investments and list on an U.S. exchange.
On
February 17, 2023, the China Securities Regulatory Commission (‘CSRC”) released the Trial Measures for Administration of
Overseas Securities Offerings and Listings by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which
came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas,
both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC. If a domestic company
fails to complete the filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic
company may be subject to administrative penalties by the CSRC, such as order to rectify, warnings, fines, and its controlling shareholders,
actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties,
such as warnings and fines. As a listed company, we believe that we, and all of our PRC subsidiaries are not required to fulfill filing
procedures and obtain approvals from the CSRC to continue to offer our securities or operate our business as of the date of this annual
report. In addition, to date, none of us and our PRC subsidiaries has received any filing or compliance requirements from CSRC for the
listing of the Company at Nasdaq and all of its overseas offerings. Furthermore, based on our understanding of the current PRC laws,
we believe that the CSRC’s approval is not required to be obtained for the Company’s listing on Nasdaq; however, there are
substantial uncertainties regarding the interpretation and application of the Regulation on Mergers and Acquisitions of Domestic Companies
by Foreign Investors (“M&A Rules”), other PRC Laws and future PRC laws and regulations, and there can be no assurance
that any governmental agency will not take a view that is contrary to or otherwise different from our belief stated herein.
On
February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives
Administration jointly issued the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering
and Listing by Domestic Companies, or the Confidentiality and Archives Provisions, which took effective from March 31, 2023. The Confidentiality
and Archives Provisions specify that during the overseas securities offering and listing activities of domestic companies, domestic companies
and securities companies and securities service institutions that provide relevant securities business shall, by strictly abiding by
the relevant laws and regulations of the PRC and this Confidentiality and Archives Provisions, institute a sound confidentiality and
archives administration systems, take necessary measures to fulfill confidentiality and archives administration obligations, and shall
not divulge any national secrets, work secrets of governmental agencies and harm national and public interests. Confidentiality and Archives
Provisions provide that it is applicable to initial public offerings as well as other types of securities listing of PRC domestic enterprises,
and any future issuance of securities and listing activities after the initial listing. Working papers generated in the PRC by securities
companies and securities service providers that provide relevant securities services for overseas issuance and listing of securities
by domestic companies shall be kept in the PRC. Confidentiality and Archives Provisions provide no explicit definition of working papers.
In practice, the securities companies’ working papers usually refer to various important information and work records related to
the securities business obtained and prepared by the securities companies and securities service providers and their representatives
in the whole process of the securities businesses, such as due diligence work. Without the approval of relevant competent authorities,
such as CSRC, MOF PRC National Administration of State Secrets Protection, and National Archives Administration of China, depending on
the nature and transmission method of secrets, it shall not be transferred overseas. Where documents or materials need to be transferred
outside of the PRC, it shall be subject to the approval procedures in accordance with relevant PRC regulations. The relevant competent
authorities, such as, CSRC, MOF, PRC National Administration of State Secrets Protection, and National Archives Administration of China
will regulate, supervise and inspect pursuant to their respective statutory mandates over matters of Confidentiality and Archives Administration
concerning overseas offering and listing by domestic companies. As Confidentiality and Archives Administration is newly promulgated,
there is substantial uncertainty regarding their specific requirements. If we fail to comply with related laws and regulations, we may
be subject to fine, confiscation, blocking transmission or criminal offense. We have taken measures to adopt management systems for the
compliance of Confidentiality and Archives Provisions. We believe our listing does not involve in national secrets, work secrets of governmental
agencies and undermine national and public interests. There is no assurance that we will be able to meet all applicable regulatory requirements
and guidelines, or comply with all applicable regulations at all times, or that we will not be subject to fines or other penalties in
the future as a result of regulatory inspections.
7
Cash
Transfers and Dividend Distribution
Our
corporate structure is a direct holding structure, that is, the overseas entity listed in the U.S., Gulf Resources, Inc., a Nevada corporation
(“Gulf Resources”), controls SCHC (the “WFOE”) and DCHC through the Hong Kong company, Hong Kong Jiaxing Industrial
Limited, or Hong Kong Jiaxing.
Within
our direct holding structure, the cross-border transfer of funds within our corporate group is legal and compliant with the laws and
regulations of the PRC. Foreign investors’ funds can be directly transferred to Hong Kong Jiaxing, and then transferred to subordinate
operating entities through SCHC, or the WFOE.
If
the Company intends to distribute dividends, the Company will transfer the dividends to Hong Kong Jiaxing in accordance with the laws
and regulations of the PRC, and then Hong Kong Jiaxing will transfer the dividends to Gulf Resources, and the dividends will be distributed
from Gulf Resources to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are
U.S. investors or investors in other countries or regions.
In
the reporting periods presented in this annual report, no cash and other asset transfers have occurred among the Company and its subsidiaries;
and no dividends or distributions of a subsidiary has been made to the Company or to the shareholders of the Company. For the foreseeable
future, the Company does not expect to pay any cash dividends.
Our
PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our
PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance
with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries is required to set aside at least 10% of its
after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals.
These reserves are not distributable as cash dividends.
8
To
address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s
Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the
subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions,
dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’
dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the
conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties
in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from our profits,
if any. Furthermore, if our subsidiaries in the PRC incur debt on their own in the future, the instruments governing the debt may restrict
their ability to pay dividends or make other payments.
In
addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax at a rate of 10% will be applicable
to dividends payable by Chinese companies to non-PRC-resident enterprises unless reduced under treaties or arrangements between the PRC
central government and the governments of other countries or regions where the non-PRC resident enterprises are tax resident. Pursuant
to the tax agreement between Mainland China and the Hong Kong Special Administrative Region, the withholding tax rate in respect to the
payment of dividends by a PRC enterprise to a Hong Kong enterprise may be reduced to 5% from a standard rate of 10%. However, if the
relevant tax authorities determine that our transactions or arrangements are for the primary purpose of enjoying a favorable tax treatment,
the relevant tax authorities may adjust the favorable withholding tax in the future. Accordingly, there is no assurance that the reduced
5% withholding rate will apply to dividends received by our Hong Kong subsidiary from our PRC subsidiaries. This withholding tax will
reduce the amount of dividends we may receive from our PRC subsidiaries.
Please
see “Item 1A. Risk Factors— Risks Related to Doing Business in China—We may rely on dividends and other distributions
on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of
our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.” and
“— PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control
of currency conversion may delay us from making loans or additional capital contributions to our PRC subsidiaries, which could materially
and adversely affect our liquidity and our ability to fund and expand our business.”
Holding
Foreign Company Accountable Act
Our
common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act (“HFCAA”), if the PCAOB
is unable to adequately inspect audit documentation located in China, or investigate our auditor. Furthermore, on June 22, 2021, the
U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law, and amends the HFCAA and requires
the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections
for two consecutive years instead of three. Our auditor, GGF CPA LTD., Certified Public Accountants, is a China-based accounting firm
registered with the PCAOB, and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess
its compliance with the applicable professional standards. Our auditor is headquartered in the China and is subject to inspection by
the PCAOB on a regular basis. On August 26, 2022, the PCAOB signed the Protocol with the CSRC and the MOF of the People’s Republic
of China, governing inspections and investigations of audit firms based in mainland China and Hong Kong. The Protocol remains unpublished
and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,
the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and the unfettered ability to
transfer information to the SEC. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021 determination and
removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered
public accounting firms. On December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated
Appropriations Act”), was signed into law by President Joseph Biden of the United States. The Consolidated Appropriations Act contained,
among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act, which reduces the number of consecutive
non-inspection years required for triggering the prohibitions under the HFCAA from three years to two. Each year, the PCAOB will determine
whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. We cannot assure
you that we will not be identified by the SEC under the HFCAA as an issuer that has retained an auditor that has a branch or office located
in a foreign jurisdiction that the PCAOB determines it is unable to inspect or investigate completely because of a position taken by
an authority in that foreign jurisdiction. In addition, there can be no assurance that, if we have a “non-inspection” year,
we will be able to take any remedial measures. If we were so identified for two consecutive years, trading in our common stock could
in the future be prohibited under the HFCAA and, as a result, we cannot assure you that we will be able to maintain the listing of our
securities on the Nasdaq Stock Market or that you will be allowed to trade our common stock in the United States on the “over-the-counter”
markets or otherwise. Should our common stock become not listed or tradeable in the United States, the value of our common stock could
be materially affected. See “ Risk Factors - Our common stock may be delisted from the Nasdaq under the Holding Foreign Companies
Accountable Act if the PCAOB is unable to adequately inspect audit documentation located in China. The delisting of our common stock,
or the threat of their being delisted, may materially and adversely affect the value of your investment .”
9
Closure
and rectification process of our Bromine, Crude Salt and Chemical Products factories
On
September 1, 2017, the Company received letters from the People’s Government of Yangkou Town, Shouguang City to each of its subsidiaries,
Shouguang City Haoyuan Chemical Company Limited and Shouguang Yuxin Chemical Industry Co., Limited, which stated that in an effort to
improve the safety and environmental protection management level of chemical enterprises, the plants are requested to immediately stop
production and perform rectification and improvements in accordance with the country’s new safety, environmental protection requirements.
As a result, our facilities located in Yangkou Town were closed on September 1, 2017 to allow for rectification.
Subsequently,
the Safety Supervision and Administration Department and the Environmental Protection Departments of the local government conducted inspections
of every bromine production enterprise within its jurisdiction including our facilities, in order to improve security, environmental
protections, pollution, and safety.
On
September 21, 2018, the Company received a closing notice from the People’s Government of Yangkou Town, Shouguang City informing
it to close its three bromine factories (Number 3, Number 4, and Number 11.) and not allowed to resume production. The crude salt fields
surrounding these factories have been reclaimed as cultivated or construction land and hence did not meet the requirement for bromine
and crude salt co-production set by the relevant authority. In closing these factories, the Company wrote off net book value of these
factories’ property, plant and equipment in the amount of $18,644,473 in the loss on demolition of the factory in the consolidated
statements of loss for the fiscal year ended December 31, 2018, recorded an impairment loss on the related mineral rights of these three
factories of $1,284,832 included in the impairment of property, plant and equipment in the consolidated statements of loss for the fiscal
year ended December 31, 2018 and wrote off $52,926 of prepaid land lease recorded in other operating loss in the consolidated statements
of loss for fiscal year ended December 31, 2018. The Company incurred dismantling fee in the amount of $273,757 recorded in other operating
loss in the consolidated statements of loss for fiscal year ended December 31, 2018. The Company negotiated with the local villages over
compensation for the payment already made for these land leases and mineral rights in the past. This part of the cost has been used as
the resumption of land use, so the village committee will not be compensated.
In
February 2019, the Company received a notification from the local government of Yangkou County that its Factory No. 1, No. 4, No. 7 and
No. 9 passed inspection and could resume operations. In April 2019, Factory No.1 and Factory No.7 resumed operation.
On
November 25, 2019, the government of Shouguang City issued a notice ordering all bromine facilities in Shouguang City, including the
Company’s bromine facilities, including Factory No. 1 and Factory No. 7, to temporarily stop production from December 16, 2019
to February 10, 2020. Subsequently, due to the coronavirus outbreak in China, the local government ordered those bromine facilities to
postpone the commencement of production. Subsequently, the Company received an approval dated February 27, 2020 issued by the local governmental
authority allowing the Company to resume production after the winter temporary closure. Further, the Company received another approval
from the Shouguang Yangkou People’s Government dated March 5, 2020 allowing the Company to resume production at its bromine factories
No. 1, No. 4, No.7 and No. 9 in order to meet the needs of bromide products for epidemic prevention and control (the “March 2020
Approval”). The Company’s Factories No. 1 and No. 7 commenced trial production in mid- March 2020 and commercial production
on April 3, 2020 and its Factories No. 4 and No. 9 commenced commercial production on May 6, 2020. The Company received verbal notification
from the government regarding Factory No. 8, allowing it to recommence production in August 2022. Factory No. 8 began contributing revenue
in the fourth quarter 2022.
Pursuant
to a notification from the government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December
26, 2025 until February 24, 2026. In compliance with the notification, the Company ceased production at its bromine facilities during
this period and resumed operations at the bromine and crude salt factories as scheduled in February 2026.
Because
many smaller producers have not had the capital to conduct the rectification required by the government, management believes there could
be some extremely attractive acquisition opportunities in bromine. However, at the present time, all of management’s attention
is focused on getting its facilities approved and in full production. Management may consider acquisition opportunities in this segment
in the future if the prices were sufficiently attractive.
10
We
secured the land for our upcoming chemical factory and obtained the final approval regarding environmental protection assessment. Construction
of the new chemical facilities located at Bohai Marine Fine Chemical Industrial Park, commenced in June 2020. Initially, the construction
was projected to last around one year, with an additional six months for equipment installation and testing, However, due to the COVID
epidemic and electrical restrictions, the opening of the chemical factory has been postponed. The Company has received the refrigeration
and air compressor units. The estimated total cost for the relocation process is approximately $69 million. As of December 31, 2025 and
2024, the Company incurred relocation costs in the amount of $45,584,344 and $45,584,344, respectively. Additionally, the procurement
of the final equipment for our chemical factory has been postponed until we have a better understanding of the potential for derivative
bromine products. We anticipate proceeding with the completion of its chemical factory in due course. However, in the event that the
Chinese economy persists in its weakness and if we perceive this trend to be ongoing, there is a possibility that the chemical factory
could be repurposed for the production of Sodium-Ion batteries.
In
January 2017, the Company completed the construction of the first brine water and natural gas well field in Daying County, Sichuan Province,
and commenced trial production in January 2019. On May 29, 2019, the Company received verbal notice from the government of Tianbao Town,
Daying County, Sichuan Province, mandating the need for project approval for its Daying well, encompassing the entire natural gas and
brine water project. This also includes approvals for safety production inspection, environmental protection assessment, and to solve
the related land issue. Until these approvals are obtained, the Company must temporarily suspend trial production at its natural gas
well in Daying. Additionally, in compliance with the Chinese government new policies, the Company is required to obtain an exploration
license for bromine and a mining license for natural gas. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues
in Promoting the Reform of Mineral Resources Management (Trial) promulgated by the Ministry of Natural Resources of PRC on January 9,
2020, which came into effect on May 1, 2020, privately owned enterprises are allowed to participate in natural gas production. The Company
is engaged in ongoing discussions with the government of Daying County regarding the establishment of a joint venture for the exploration
and production of natural gas and brine products in Sichuan.
We
are not writing off any of the goodwill related to our chemicals business. We believe the upcoming chemical factory could produce sales
and profits. We believe there may be much less capacity in the chemical industry, as many factories may be permanently closed. In addition,
other competitor factories may reduce their production capacity. We expect to have a factory that operates efficiently. Considering the
above factors and our strength with better equipment, we expect to generate sales and earnings in this segment at a level well above
previous periods.
We
will continue to control the land and buildings where the old chemical factories are located. At this time, we have not considered how
or if we can monetize those assets.
In
April 2022, our subsidiary, Shouguang Hengde Salt Industry Co. Ltd, was incorporated in Shandong Province, China, specifically for crude
salt production and trading. This subsidiary was established in response to a new government policy mandating separate registrations
for bromine and crude salt companies.
As
of the date of this annual report, the Company is awaiting governmental approval for Factories No. 2 and No. 10.
11
Our
Business Segments
Our
business operations are conducted in four segments, bromine, crude salt, chemical products, and natural gas. We manufacture and trade
bromine, crude salt and natural gas, and manufacture and sell chemical products used in oil and gas field explorations and papermaking
chemical agents, and materials for human and animal antibiotics. We conduct all of our operations in China.
Bromine
and Crude Salt
We
manufacture and distribute bromines through our wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited, or SCHC. Bromine
is a halogen element. It is a red volatile liquid at standard room temperature which has reactivity between chlorine and iodine. Elemental
bromine is used to manufacture a wide variety of bromine compounds used in industry and agriculture. Bromine is also used to form intermediates
in organic synthesis, which is somewhat preferable over iodine due to its lower cost. Bromine is commonly used in brominated flame retardants,
fumigants, water purification compounds, dyes, medicines and disinfectants.
The
extraction of bromine in the Shandong Province is limited by the provincial government to licensed operations. We hold one such license.
As part of our business strategy, it is our plan to continue acquiring smaller scaled and unlicensed producers and to use our bromine
to expand our downstream chemical operations.
Permissions
Required from the PRC Authorities for Our Operations
Our
operations in China are governed by PRC laws and regulations. We engage in the manufacturing and trading of bromine through our wholly-owned
subsidiary, Shouguang City Haoyuan Chemical Company Limited (“SCHC”), which holds the necessary licenses for bromine and
crude salt mining and production. Shouguang Hengde Salt Industry Co. Ltd (“SHSI”) is responsible for trading crude salt.
No operational license is required for such business activity. Currently, operations at Shouguang Yuxin Chemical Industry Company Limited
(“SYCI”) are suspended due to relocation and construction, which we have obtained the required construction permit. To further
explore and develop natural gas and brine resources (including bromine and crude salt) within the PRC in Sichuan Province, the Company
established Daying County Haoyuan Chemical Company Limited (“DCHC”). DCHC is currently in discussions with government authorities
regarding permits for mining natural gas and halogen water.
As
of the date of this annual report, we and our PRC subsidiaries have obtained all requisite licenses and permits from the PRC government
authorities needed for the business
operations
of our PRC subsidiaries in China, and no permission or approval has been denied.Given the uncertainties of interpretation and implementation
of relevant laws and regulations and the enforcement practice by relevant government authorities, we may be required to obtain additional
licenses, permits, filings or approvals for the functions and services of our platform in the future.
Furthermore,
in connection with our issuance of securities to foreign investors, under current PRC laws, regulations and regulatory rules, as of the
date of this annual report, we, and our PRC subsidiaries, (i) are not required to obtain permissions from the China Securities Regulatory
Commission, or the CSRC, (ii) are not required to go through cybersecurity review by the Cyberspace Administration of China, or the CAC,
and (iii) have not been asked to obtain such permissions by any PRC authority.
However,
the PRC government has recently indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or
foreign investment in China-based issuers. If we fail to receive or maintain the required permissions or approvals, we may be forced
to suspend or cease operations, lending to loss in revenue. Authorities may impose fines, sanctions, or initiate legal proceedings, negative
publicity would affect our Company’s image. Investors may react negatively, causing share price declines due to perceived regulatory
risk. Because of the regulatory uncertainty, which can potentially lead to valuation adjustments and increased risk premiums. Our business
plans may need to be suspended or scaled back if approvals or permits become harder to obtain.
Location
of Production Sites
Our
production sites are located in the Shandong Province in northeastern China. The productive formation (otherwise referred to as the “working
region”), extends from latitude N 36°56’ to N 37°20’ and from longitude E 118°38’ to E 119°14’,
in the north region of Shouguang city, from the Xiaoqing River of Shouguang city to the west of the Dan River, bordering on Hanting District
in the east, from the main channel of “Leading the Yellow River to Supply Qingdao City Project” in the south to the coastline
in the north. The territory is classified as coastal alluvial – marine plain with an average height two to seven meters above the
sea level. The terrain is relatively flat.
12
Geological
background of this region
The
Shandong Province working region is located to the east of Lubei Plain and on the south bank of Bohai Laizhou Bay. The geotectonic location
bestrides on the North China Platte (I) and north three-level structure units, from west to east including individually the North China
Depression, Luxi Plate, and Jiaobei Plate. Meanwhile, 4 V-level structure units including the Dongying Sag of Dongying Depression (IV)
of North China Depression, the Buried Lifting Area of Guangrao, Niutou sag and Buried Lifting Area of Shuanghe and are all on two V-level
structure units including Xiaying Buried Lifting Area of Weifang Depression (IV) of Luxi Plate and Chuangyi Sag, as well as on a V-level
structure units of Jiaobei Buried Lifting Area of Jiaobei Plate.
Processing
of Bromine
Natural
brine is a complicated salt-water system, containing many ionic compositions in which different ions have close interdependent relationships
and which can be reunited to form many dissolved soluble salts such as sodium chloride, potassium chloride, calcium sulfate, potassium
sulfate and other similar soluble salts. The goal of natural brine processing is to separate and precipitate the soluble salts or ions
away from the water. Due to the differences in the physical and chemical characteristics of brine samples, the processing methods are
varied, and can result in inconsistency of processing and varied technical performance for the different useful components from the natural
brine.
Bromine
is the first component extracted during the processing of natural brine. In natural brine, the bromine exists in the form of bromine
sodium and bromine magnesium and other soluble salts.
The
bromine production process is as follows:
1. natural
brine is pumped from underground through extraction wells by subaqueous pumps;
2. the
natural brine then passes through transmission pipelines to storage reservoirs;
3. the
natural brine is sent to the bromine refining plant where bromine is extracted from the natural
brine. In neutral or acidic water, the bromine ion is easily oxidized by adding the oxidative
of chlorine, which generates the single bromine away from the brine. Thereafter the extracted
single bromine is blown out by forced air, then absorbed by sulfur dioxide or soda by adding
acid, chlorine and sulfur. Extracted bromine is stored in containers of different sizes;
and
4. the
wastewater from this refining process is then transported by pipeline to brine pans.
Our
production feeds include (i) natural brine; (ii) vitriol; (iii) chlorine; (iv) sulfur; and (v) coal.
Crude
Salt
We
also produce crude salt, which is produced from the evaporation of the wastewater after our bromine production process. Once the brine
is returned to the surface and the bromine is removed, the remaining brine is pumped to on-site containing pools and then exposed to
natural sunshine. This causes the water to evaporate from the brine, resulting in salt being left over afterwards. Crude salt is the
principal material in alkali production as well as chlorine alkali production and is widely used in the chemical, food and beverage,
and other industries.
Chemical
Products
We
produce chemical products through our wholly-owned subsidiary, Shouguang Yuxin Chemical Industry Company Limited, or SYCI. At the present
time, SYCI is closed pursuant to the letter from government dated November 24, 2017. It is being relocated to Bohai Marine Fine Chemical
Industry Park, Shouguang City. SYCI paid $9,047,232 for a 50-year lease of a piece of land for its new factories at Bohai Marine Fine
Chemical Industrial Park in December 2017 and leased another piece of land from the third party for its new chemical factory. We received
the final approval for our new chemical factory and started construction in June 2020.
13
Historically,
SYCI concentrated its efforts on the production and sale of chemical products that are used in oil and gas field exploration, oil and
gas distribution, oil field drilling, papermaking chemical agents, inorganic chemicals and materials that are used for human and animal
antibiotics. SYCI engaged in depth study of existing products and new product research and development at the same time. SYCI’s
annual production of oil and gas field exploration products and related chemicals was over 26,000 tons, and its production of papermaking-related
chemical products was over 5,000 tons. SYCI’s annual production capacity of materials that are used for human and animal antibiotics
was over 6,800 tons.
Sales
and Marketing
We
have an in-house sales staff of 7 people. Our customers send their orders to us first. Our in-house sales staff then attempts to satisfy
these orders based on our actual production schedules and inventories on hand. Many of our customers have a long-term relationship with
us. We expect this to continue due to stable demand for mineral products, however, these relationships cannot be guaranteed in the future.
Principal
Customers
We
sell a substantial portion of our products to a limited number of PRC customers. Our principal customers during 2025 were Shandong Morui
Chemical Company Limited, Shandong Shouguang God Runfa Ocean Chemical Co., Ltd, Shandong Brother Technology Limited, and Shouguang Weidong
Chemical Company Limited. We have ongoing policies in place to ensure that sales are made to customers who are credit-worthy.
During
the year ended December 31, 2025, sales to our three largest bromine customers, based on net revenue from such customers, aggregated
$9,971,820 or approximately 43% of total net revenue from sale of bromine; and sales to our largest customer represented approximately
15%, respectively, of total net revenue from the sale of bromine.
During
the year ended December 31, 2024, sales to our three largest bromine customers, based on net revenue from such customers, aggregated
$1,969,624 or approximately 35% of total net revenue from sale of bromine; and sales to our largest customer represented approximately
12%, respectively, of total net revenue from the sale of bromine.
During
each of the years ended December 31, 2025, and 2024, sales to our three largest crude salt customers, based on net revenue from such
customers, aggregated $2,418,032 and $2,049,988, respectively, or approximately 100% and 100% of total net revenue from sale of crude
salt; and sales to our largest customer represented approximately 40% and 38%, respectively, of total net revenue from the sale of crude
salt.
During
each of the years ended December 31, 2025, and 2024, the net revenue for the chemical products was $0. During each of the years ended
December 31, 2025, and 2024, the net revenue for natural gas was $0 and $61,207.
Principal
Suppliers
Our
principal external suppliers are Laizhou Shengfu Chemical Company Limited, Weifang Wanhong Chemical Company Limited, Shandong Xinlong
International Trade Company Limited, Shouguang Runfeng trading Company Limited.
During
the year ended December 31, 2025, and 2024, we purchased 100% of raw materials for our bromine and crude production from our top four
suppliers.
During
the year ended December 31, 2025, and 2024, we did not purchase any raw materials for chemical products production. This supplier’s
concentration makes us vulnerable to a near-term adverse impact, should the relationships be terminated.
14
Business
Strategy
Expansion
of Production Capacity to Meet Demand
▼
Bromine and Crude Salt
In
view of keen competition and the trend of less bromine contraction of brine water being extracted in Shouguang City, Shandong Province,
the Company intended to access more bromine and crude salt resources by finding new underground brine water resources in the Sichuan
Province. On January 30, 2015, we announced that we had found natural gas resources under our bromine well in Sichuan Province. On November
23, 2015, the Company’s subsidiary SCHC entered into an agreement with the People’s Government of Daying County in Sichuan
Province for the exploration and development of natural gas and brine resources (including bromine and crude salt). In January 2017,
the Company completed the construction of the first brine water and natural gas well field in Sichuan Province. Subsequently, the Company
found some issues related to water and other potential impurities in the natural gas during trial production. In resolving the problem,
the Company purchased customized equipment for its natural gas project. The installation of such equipment, including providing piping
and electricity, was completed in July 2018. The Company completed the test production at its first natural gas well in Sichuan Province
and commenced trial production in January 2019.
On
May 29, 2019, the Company received verbal notice from the government of Tianbao Town, Daying County, Sichuan Province, mandating the
need for project approval for its Daying well, encompassing the entire natural gas and brine water project. This also includes approvals
for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals are
obtained, the Company must temporarily suspend trial production at its natural gas well in Daying. Additionally, in compliance with the
Chinese government new policies, the Company is required to obtain an exploration license for bromine and a mining license for natural
gas. Pursuant to the Opinions of the Ministry of Natural Resources on Several Issues in Promoting the Reform of Mineral Resources Management
(Trial) promulgated by the Ministry of Natural Resources of PRC on January 9, 2020, which came into effect on May 1, 2020, privately
owned enterprises are allowed to participate in natural gas production. The Company is engaged in ongoing discussions with the government
of Daying County regarding the establishment of a joint venture for the exploration and production of natural gas and brine products
in Sichuan.
15
On
September 1, 2017, the Company received notification from the Government of Yangkou Town, Shouguang City of PRC that production at all
its factories must be halted immediately. This was required for the Company to perform rectification and improvement in compliance with
the new local safety and environmental protection requirements.
The
Company has worked closely with the county authorities to develop rectification plans for its bromine and crude salt businesses, reaching
an agreement on a plan in October 2017. During the fiscal year ended December 31, 2018, the Company incurred $16,243,677 in the rectification
and improvements of plant and equipment of the bromine and crude salt factories resulting in a cumulative amount of $34,182,329 incurred
as of December 31, 2018. The Shouguang City Bromine Association, on behalf of all the bromine producers in Shouguang, initiated negotiations
with the local government agencies. The local governmental agencies acknowledged the fact that their initial requirements for the bromine
industry did not include the project, the planning and land use rights approvals, which were later introduced by the provincial government
as new requirements. The Company understood from the local government that local government was coordinating with various government
agencies to solve these three outstanding approval issues in a timely manner and that all impacted bromine plants are not allowed to
commence production prior to obtaining those approvals. In April 2019, Factory No.1, Factory No.5 and Factory No.7 (Factory no. 5 is
considered part of Factory no.7 and both are managed as one factory since 2010) resumed operations upon receipt of verbal notification
from local government of Yangkou County. Then, on May 7, 2019, the Company renamed its Subdivision Factory No. 1 to Factory No. 4; and
Factory No. 5 (previously integrated with Factory No. 7) as the new Factory No. 7.
On
November 25, 2019, the government of Shouguang City issued a notice ordering all bromine facilities in Shouguang City, including the
Company’s all bromine facilities, including Factory No.1 and Factory No. 7, to temporarily stop production from December 16, 2019,
to February 10, 2020. Subsequently, due to the coronavirus outbreak in China, the local government ordered those bromine facilities to
postpone the commencement of production. Subsequently, the Company received approval dated February 27, 2020, issued by the local governmental
authority which allows us to resume production after the winter temporary closure. Further, the Company received another approval from
the Shouguang Yangkou People’s Government dated on March 5, 2020, to resume production at its bromine factories No.1, No. 4, No.7
and No. 9 in order to meet the needs of bromide products for epidemic prevention and control (the “March 2020 Approval”).
The Company’s factories No.7 and No.1 started trial production in middle March 2020, and commenced commercial production on April
3, 2020.
The
Company received oral notification from the government regarding Factory No. 8, allowing it to resume production in August 2022. Factory
No.8 began contributing revenue in the fourth quarter of 2022.
The
Company is awaiting governmental approval for Factories No. 2 and No. 10. To our knowledge, the government is finalizing plans for all
mining areas, including flood prevention measures. As a result, we may be required to make certain modifications to our existing wells
and aqueducts prior to commencement of operations of these factories in order to satisfy the local government’s requirements. The
Company completed its flood prevention project in December 2023. This project was implemented for safeguarding its bromine facilities.
Pursuant
to the notification from the government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December
26, 2025, until February 24, 2026. In compliance with the notification, the Company ceased production at its bromine facilities during
this period and resumed preparation operations at the bromine and crude salt factories as scheduled in February 2026.
16
▼
Chemical Products
On
November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate
its two chemical production plants located in the second living area of the Qinghe Oil Extraction Plant to the Bohai Marine Fine Chemical
Industrial Park (the “November 2017 Letter”). Since then, our chemical factory has been shut down. We believe this is part
of the country’s efforts to improve the development of the chemical industry, facilitate safe production and curb environmental
pollution, and ensure the quality of living environment of residents. The Company expects to cost approximately $69 million in total
in connection with the relocation. The Company incurred relocation costs in the amount of $45,584,344 as of December 31, 2025.
In
January 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the
planned Yuxin Chemical factory. Construction of the new chemical facilities at Bohai Marine Fine Chemical Industrial Park commenced in
June 2020, with the bulk of the civil engineering works completed by the end of June 2021. However, due to the supply chain issues as
well as the electric restrictions in China, the delivery of some equipment, along with the equipment installation and testing and beginning
trial production at the chemical factory, was delayed. On February 22, 2022, the Company announced that discussions with the government
had led to an easing of electricity restrictions. As a result, the Company re-engaged with its suppliers to proceed with the production
and delivery of the remainder of the equipment, aiming to finish installation and begin testing and trial production. At this stage,
the Company also began preparation work for its application for safety and environmental assessment. Additionally, the procurement of
the final equipment for our chemical factory has been postponed until we have a better understanding of the potential for derivative
bromine products. We anticipate proceeding with the completion of its chemical factory in due course. However, in the event that the
Chinese economy persists in its weakness and if we perceive this trend to be ongoing, there is a possibility that the chemical factory
could be repurposed for the production of Sodium-Ion batteries.
Competition
To
date, our sales have been limited to customers within the PRC, and we expect that our sales will remain primarily domestic for the immediate
future. Our marketing strategy involves developing long-term ongoing working relationships with customers based on large multi-year agreements
which foster mutually advantageous relationships.
We
compete with PRC domestic private companies and state-owned companies. Certain state owned and state backed competitors are more established
and have more control of certain resources in terms of pricing than we do. We compete based on price, our reputation for quality, on-time
delivery, our relationship with suppliers and our geographical proximity to natural brine deposits in the PRC for bromine, crude salt
and chemical productions. Management believes that our stable quality, manufacturing processes and plant capacity for the production
of bromine, crude salt and chemical products are key considerations in awarding contracts in the PRC.
Our
principal competitors in the bromine business are Shandong Yuyuan Group Company Limited, Shandong Haihua Group Company Limited, Shandong
Dadi Salt Chemical Group Company Limited and Shandong Haiwang Chemical Company Limited, all of which produce bromine principally for
use in their chemicals businesses and sell part of the bromine produced to customers. These companies may switch to selling bromine to
the market if they no longer use bromine in their chemical businesses.
Our
principal competitors in the crude salt business are Shandong Haiwang Chemical Company Limited, Shandong Haihua Group Company Limited,
Shandong Weifang Longwei Industrial Company Limited, Shandong Yuyuan Group Company Limited and Shandong Caiyangzi Saltworks.
Our
principal competitors in the chemical business are Beijing Shiji Zhongxing Energy Technology Co., Ltd, Yanan Chaozheng Nijiang Co., Ltd,
Shandong Dacheng Pesticides Company Limited, Binhua Group Company Limited, Dongying City Dongchen (Group) Chemical Industry Company Limited,
Beijing Peikangjiaye Technologies Limited, Shouguang Fukang Pharmaceutical Co., Ltd. Shandong Xinhua Pharmaceutical Limited by Share
Ltd, Hunan Erkang Pharmaceutical Limited by Share Ltd and Xinan Synthetic Pharmaceutical Limited by Share Ltd.
17
Government
Regulation and Permissions Required from the PRC Authorities for Our Operations
Since
all of our operations are conducted in China through our PRC subsidiaries, the Chinese government has significant authority in regulating
our operations and may intervene or influence our operations at any time, which could result in a material adverse change in our operations
and the value of our common stock. see “ Item 1A. Risk Factors — Risks Related to Doing Business in China. ”
The
following is a summary of the principal governmental laws and regulations that are or may be applicable to our operations in the PRC.
The scope and enforcement of many of the laws and regulations described below are uncertain. We cannot predict the effect of further
developments in the Chinese legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement
of laws. For more details, see “Item 1A. Risk Factors — Risks Related to Doing Business in China — Uncertainties
with respect to the PRC legal system could adversely affect us.”
China
has been reinforcing the environmental requirements for the entire chemical industry, demanding the closure or rectification of those
factories that do not meet the emission requirements and are highly polluting. In early 2017, the government announced the closure or
relocation of those chemical industry facilities that are close to residential areas, and the new environmental law officially came into
full effect in January 2018.
In
the natural resources sector, the PRC and the various provinces have enacted a series of laws and regulations over the past 20 years,
including laws and regulations designed to improve safety and decrease environmental degradation. The “China Mineral Resources
Law” declares state ownership of all mineral resources in the PRC. However, mineral exploration rights can be purchased, sold and
transferred to foreign owned companies. Mineral resource rights are granted by the Central Government permitting recipients to conduct
mineral resource activities in a specific area during the license period. These rights entitle the licensee to undertake mineral resource
activities and infrastructure and ancillary work, in compliance with applicable laws and regulations, within the specific area covered
by the license during the license period. The licensee is required to submit a proposal and feasibility studies to the relevant authority
and to pay the Central Government a natural resources tax in an amount equal to a percentage of annual crude salt sales and tones of
bromine sold. Shandong Province has determined that bromine is to be extracted only by licensed entities, and we hold one of such licenses.
Despite the Province desire to limit extraction to licensed entities, hundreds of smaller operations have continued to extract bromine
without licenses.
The
Ministry of Land and Resources (“MLR”) is the principal regulator of mineral rights in China. The Ministry has authority
to grant licenses for land-use and exploration rights, issue permits for mineral rights and leases, oversee the fees charged for them
and their transfer, and review reserve evaluations. We are required to hold a bromine and salt production license in order to operate
our bromine and salt production business in the PRC. Our bromine and salt production license is subject to a yearly audit. If we do not
successfully pass the yearly approval by relevant government authorities, our bromine and salt production operations may be suspended
until we are able to comply with the license requirements which could have a material adverse effect on our business, financial condition
and results of operations.
In
April 2022, our subsidiary, Shouguang Hengde Salt Industry Co. Ltd, was incorporated in Shandong Province, China, specifically for crude
salt production and trading. This subsidiary was established in response to a new government policy mandating separate registrations
for bromine and crude salt companies. As of the date of this annual report, the Company is awaiting governmental approval for Factories
No. 2 and No. 10.
We
engage in the manufacturing and trading of bromine through our PRC wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited
(“SCHC”), which holds the licenses for bromine and crude salt mining and production. Shouguang Hengde Salt Industry Co. Ltd
(“SHSI”) is in the business of trading crude salt. No operational license is required for such business activity. Currently,
Shouguang Yuxin Chemical Industry Company Limited (“SYCI”) had entered into an equity transfer agreement with Shandong Rongyuan
Pharmaceutical Co., Ltd. (the “Purchaser”) to sell 100% of the equity interests of SYCI. To further explore and develop natural
gas and brine resources (including bromine and crude salt) within the PRC in Sichuan Province, the Company established Daying County
Haoyuan Chemical Company Limited (“DCHC”). DCHC is currently in discussions with government authorities regarding permits
for mining natural gas and halogen water.
Recently,
the PRC government has initiated a series of regulatory actions and made a number of public statements on offerings that are conducted
overseas and/or involved foreign investment in China-based issuers, including the “Opinions on Severely Cracking Down on Illegal
Securities Activities According to Law,” or the Opinions, (promulgated by the General Office of the Central Committee of the Communist
Party of China and the General Office of the State Council on July 6, 2021). The Opinions emphasized the need to strengthen the administration
over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Given the
current PRC regulatory environment, it is uncertain when and whether we or our PRC subsidiaries, will be required to obtain permission
from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied
or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other
PRC governmental authorities required for overseas listings. As of the date of this annual report, we have not received any inquiry,
notice, warning, sanctions or regulatory objection to listing on U.S. exchange from the CSRC or other PRC governmental authorities. However,
there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas
securities offerings and other capital markets activities.
On
February 17, 2023, the CSRC released the Trial Administrative Measures for Administration of Overseas Securities Offerings and Listings
by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March 31, 2023. Pursuant
to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill
the filing procedures and report relevant information to the CSRC. If a domestic company fails to complete the filing procedures or conceals
any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties
by the CSRC, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in
charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. As a listed company,
we believe that we and all of our PRC subsidiaries are not required to fulfill filing procedures and obtain approvals from the CSRC to
continue to offer our securities or operate our business as of the date of this annual report. In addition, to date, none of us and our
PRC subsidiaries has received any filing or compliance requirements from CSRC for the listing of the Company at Nasdaq and all of its
overseas offerings. Furthermore, based on our understanding of the current PRC laws, we believe that the CSRC’s approval is not
required to be obtained for the Company’s listing on Nasdaq; however, there are substantial uncertainties regarding the interpretation
and application of the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors (“M&A Rules”),
other PRC Laws and future PRC laws and regulations, and there can be no assurance that any governmental agency will not take a view that
is contrary to or otherwise different from our belief stated herein.
18
On
February 24, 2023, the CSRC published the Provisions on Strengthening the Confidentiality and Archives Administration Related to the
Overseas Securities Offering and Listing by Domestic Enterprises (the “Provisions on Confidentiality and Archives Administration”),
which came into effect on March 31, 2023. The Provisions on Confidentiality and Archives Administration require that, in the process
of overseas issuance and listing of securities by domestic entities, the domestic entities, and securities companies and securities service
institutions that provide relevant securities service shall strictly implement the provisions of relevant laws and regulations and the
requirements of these provisions, establish and improve rules on confidentiality and archives administration. Where the domestic entities
provide with or publicly disclose documents, materials or other items related to the state secrets and government work secrets to the
relevant securities companies, securities service institutions, overseas regulatory authorities, or other entities or individuals, the
companies shall apply for approval of competent departments with the authority of examination and approval in accordance with law and
report the matter to the secrecy administrative departments at the same level for record filing. Where there is unclear or controversial
whether or not the concerned materials are related to state secrets, the materials shall be reported to the relevant secrecy administrative
departments for determination. However, there remain uncertainties regarding the further interpretation and implementation of the Provisions
on Confidentiality and Archives Administration.
As
of the date of this annual report, we and our PRC subsidiaries have obtained all requisite licenses and permits from the PRC government
authorities needed for the business operations of our PRC subsidiaries in China, and no permission or approval has been denied. Further,
the Company is awaiting governmental approval for Factories No. 2 and No. 10 as of the date of this annual report. For more details,
please see “Item 1. Business - Business Strategy- Expansion of Production Capacity to Meet Demand.”
As
of the date of this annual report, we and our PRC subsidiaries have not been involved in any investigations or review initiated by any
PRC regulatory authority, not having any of them received any inquiry, notice or sanction for the business operation, accepting foreign
investment or listing on the Nasdaq Stock Market. In addition, as of the date of this annual report, we believe that under the currently
effective PRC laws and regulations, we and our PRC subsidiaries are not required to obtain approval or permission from the CSRC or the
CAC or any other entity that is required to approve our PRC subsidiaries’ operations or required for us to offer securities to
foreign investors under any currently effective PRC laws, regulations, and regulatory rules. If it is determined that we are subject
to filing requirements imposed by the CSRC under the Overseas Listing Regulations or approvals from other PRC regulatory authorities
or other procedures, including the cybersecurity review under the revised Cybersecurity Review Measures, for our future offshore offerings,
it would be uncertain whether we can or how long it will take us to complete such procedures or obtain such approval and any such approval
could be rescinded. Any failure to obtain or delay in completing such procedures or obtaining such approval for our offshore offerings,
or a rescission of any such approval is obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities
for failure to file with the CSRC or failure to seek approval from other government authorization for our offshore offerings. These regulatory
authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our
operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into China or take other
actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as
the trading price of our common stock. The CSRC or other PRC regulatory authorities also may take actions requiring us, or making it
advisable for us, to halt our offshore offerings before settlement and delivery of the securities offered. Consequently, if investors
engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement
and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring
that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings, we
may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties
or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition,
reputation, and the trading price of our common stock.
Given
the uncertainties of interpretation and implementation of laws and regulations and the enforcement practice by government authorities,
we may be required to obtain additional licenses, permits, filings or approvals for our business and operations in the future. We cannot
assure you that we will be able to obtain, in a timely manner or at all, or maintain such licenses, permits or approvals, and we may
also inadvertently conclude that such permissions or approvals are not required. Any lack of or failure to maintain requisite approvals,
licenses or permits applicable to us or our PRC subsidiaries may have a material adverse impact on our business, results of operations,
financial condition and prospects, significantly limit or completely hinder our ability to offer or continue to offer securities to investors,
and cause the value of our securities to significantly decline or become worthless. For more details, see “ Item 1A. Risk Factors
- Risks Related to Doing Business in China - If the Chinese government were to impose new requirements for approval from the PRC Authorities
to issue our common stock to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder
our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or
be worthless.”
China
has been reinforcing the environmental requirements for the entire chemical industry, demanding the closure or rectification of those
factories that do not meet the emission requirements and are highly polluting. In early 2017, the government announced the closure or
relocation of those chemical industry facilities that are close to residential areas, and the new environmental law officially came into
full effect in January 2018.
The
following is a summary of the principal governmental laws and regulations that are or may be applicable to our operations in the PRC.
The scope and enforcement of many of the laws and regulations described below are uncertain. We cannot predict the effect of further
developments in the Chinese legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement
of laws.
In
the natural resources sector, the PRC and the various provinces have enacted a series of laws and regulations over the past 20 years,
including laws and regulations designed to improve safety and decrease environmental degradation. The “China Mineral Resources
Law” declares state ownership of all mineral resources in the PRC. However, mineral exploration rights can be purchased, sold and
transferred to foreign owned companies. Mineral resource rights are granted by the Central Government permitting recipients to conduct
mineral resource activities in a specific area during the license period. These rights entitle the licensee to undertake mineral resource
activities and infrastructure and ancillary work, in compliance with applicable laws and regulations, within the specific area covered
by the license during the license period. The licensee is required to submit a proposal and feasibility studies to the relevant authority
and to pay the Central Government a natural resources tax in an amount equal to a percent of annual crude salt sales and tones of bromine
sold. Shandong Province has determined that bromine is to be extracted only by licensed entities, and we hold one of such licenses. Despite
the Province desire to limit extraction to licensed entities hundreds of smaller operations have continued to extract bromine without
licenses.
19
The
Ministry of Land and Resources (“MLR”) is the principal regulator of mineral rights in China. The Ministry has authority
to grant licenses for land-use and exploration rights, issue permits for mineral rights and leases, oversee the fees charged for them
and their transfer, and review reserve evaluations. We are required to hold a bromine and salt production license in order to operate
our bromine and salt production business in the PRC. Our bromine and salt production license is subject to a yearly audit. If we do not
successfully pass the yearly approval by relevant government authorities, our bromine and salt production operations may be suspended
until we are able to comply with the license requirements which could have a material adverse effect on our business, financial condition
and results of operations.
Human
Capital Resources
Employee
Profiles
As
of December 31, 2025, we employed approximately 355 full-time employees, of whom approximately 79% are with SCHC, SHSI and DCHC, and
21% are with SYCI. Approximately 30% of our employees are management personnel and 5% are sales and procurement staff. None of our employees
are represented by a union.
Total
Rewards
Our
compensation program is designed to attract and reward talented individuals who possess the skills necessary to support our business
objectives, assist in the achievement of our strategic goals and create long-term value for our stockholders. Our employees in China
participate in a state pension arrangement organized by Chinese municipal and provincial governments. We are required to contribute to
the arrangement at the rate of 16% of the average monthly salary. In addition, we are required by Chinese law to cover employees in China
with other types of social insurance. We have purchased social insurance for almost all of our employees. Expense related to social insurance
was approximately $508,947 for fiscal year 2025.
Health
and Safety
The
success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety
and wellness of our employees. We provide our employees and their families with access to a variety of flexible and convenient health
and welfare programs, including benefits that support their physical and mental health by providing tools and resources to help them
improve or maintain their health status; and that offer choice where possible so they can customize their benefits to meet their needs
and the needs of their families. In response to the COVID-19 pandemic, we implemented significant operating environment changes that
we determined were in the best interest of our employees, as well as the communities in which we operate, and which comply with government
regulations. This includes having the vast majority of our employees work from home, while implementing additional safety measures for
employees continuing critical on-site work.
Talent
A
core tenet of our talent system is to both develop talent from within and supplement with external hires. This approach has yielded loyalty
and commitment in our employee base which in turn grows our business, our products, and our customers, while adding new employees and
external ideas supports a continuous improvement mindset and our goals of a diverse and inclusive workforce. Our talent acquisition team
uses internal and external resources to recruit highly skilled and talented workers in the PRC, and we encourage employee referrals for
open positions.
Available
Information
We
make available free of charge on or through our internet website, www.gulfresourcesinc.com, our Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K, including exhibits, and all amendments to those reports, if any, filed or furnished
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as reasonably practicable after they are electronically
filed with, or furnished to, the Securities and Exchange Commission. The SEC maintains an Internet site that contains reports, proxy
and information statements, and other information regarding issuers like our Company that file electronically with the SEC at http://www.sec.gov.
The information contained on our website is not intended to be incorporated into this Annual Report on Form 10-K.
20
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.