What changed in this filing

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Item 1A. Risk Factors

2026-09-30 compared with 2026-09-30 · 158 added, 149 removed, 691 unchanged (31% of the section changed)

1 unchanged sentence

Before you invest you should carefully review our Management’s Discussion and

Analysis of Financial Condition and Results of Operations set forth in Item 2 of Part I of this Quarterly Report on Form 10-Q/A, our consolidated

financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q/A and our consolidated financial

Analysis of Financial Condition and Results of Operations set forth in Item 2 of Part I of this Quarterly Report on Form 10-Q, our consolidated

financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and our consolidated financial

statements and related notes, as well as our Management’s Discussion and Analysis of Financial Condition and Results of Operations

6 unchanged sentences

our ability to raise capital.

May 6, 2025, the Company was notified by the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”)

that the Staff granted the Company’s request to transfer the listing of its common stock, par value $0.0005 per share (the “Common

On May 6, 2025, the Company

was notified by the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that

the Staff granted the Company’s request to transfer the listing of its common stock, par value $0.0005 per share (the “Common

Stocks”), from The Nasdaq Global Select Market tier to The Nasdaq Capital Market tier, and that the Staff granted the Company’s

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symbol “GURE.”

previously announced, on November 5, 2024, the Staff notified the Company that the bid price for the Common Stocks had closed below $1.00

per share for 30 consecutive business days and, as a result, the Company no longer satisfied Nasdaq Listing Rule 5450(a) (1), the minimum

bid price requirement applicable to The Nasdaq Global Select Market issuers.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company

was afforded an initial 180-calendar day grace period, through May 5, 2025, to regain compliance with the minimum bid price requirement.

listed on The Nasdaq Global Select Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules.

based upon the Company’s compliance with the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii) to obtain a

second 180-day grace period applicable to issuers listed on The Nasdaq Capital Market, the Company applied to transfer the listing of

its Common Stocks to The Nasdaq Capital Market.

As previously announced,

on November 5, 2024, the Staff notified the Company that the bid price for the Common Stocks had closed below $1.00 per share for 30 consecutive

business days and, as a result, the Company no longer satisfied Nasdaq Listing Rule 5450(a)(1), the minimum bid price requirement applicable

to The Nasdaq Global Select Market issuers.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was afforded an initial 180-calendar

day grace period, through May 5, 2025, to regain compliance with the minimum bid price requirement.

Issuers listed on The Nasdaq

Global Select Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules.

However, based upon the Company’s

compliance with the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii) to obtain a second 180-day grace period applicable

to issuers listed on The Nasdaq Capital Market, the Company applied to transfer the listing of its Common Stocks to The Nasdaq Capital

As noted above, the Staff approved the Company’s transfer application on May 6, 2025.

Company intends to closely monitor the closing bid price for its Common Stocks and consider all available options to timely remedy the

bid price deficiency.

If at any time during the Second Compliance Period, the closing bid price of the Common Stocks is at least $1.00

per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance and

the matter will be closed, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

Company can give no assurance that it will regain or demonstrate compliance during the Second Compliance Period.

If the Company is not

able to demonstrate compliance with the minimum bid price requirement by November 3, 2025, or the Company does not comply with the terms

of the extension, the Staff will provide written notification to the Company that the Common Stocks will be delisted.

At that time, the

Company may appeal the Staff’s determination to the Nasdaq Hearings Panel (the “Panel”).

The Company’s appeal

request would stay any delisting action by the Staff at least pending a hearing before the Panel and the expiration of any extension

that may be granted by the Panel to the Company following the hearing.

Company has provided written notice to Nasdaq with its intention to cure the deficiency during the Second Compliance Period by

effecting a reverse stock split, if necessary.

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.

As a business

operating in China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly.

The PRC government

has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject

may change rapidly and with little notice to us or our shareholders.

As a result, the application, interpretation, and enforcement of

new and existing laws and regulations in the PRC are often uncertain.

In addition, these laws and regulations may be interpreted and applied

inconsistently by different agencies or authorities, and inconsistently with our current policies and practices.

New laws, regulations,

and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations

or any other government actions may:

The Company intends to closely monitor the closing

bid price for its Common Stocks and consider all available options to timely remedy the bid price deficiency.

If at any time during the

Second Compliance Period, the closing bid price of the Common Stocks is at least $1.00 per share for a minimum of 10 consecutive business

days, the Staff will provide the Company with written confirmation of compliance and the matter will be closed, unless the Staff exercises

its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

The Company can give no assurance

that it will regain or demonstrate compliance during the Second Compliance Period.

If the Company is not able to demonstrate compliance

with the minimum bid price requirement by November 3, 2025, or the Company does not comply with the terms of the extension, the Staff

will provide written notification to the Company that the Common Stocks will be delisted.

At that time, the Company may appeal the Staff’s

determination to the Nasdaq Hearings Panel (the “Panel”).

The Company’s appeal request would stay any delisting action

by the Staff at least pending a hearing before the Panel and the expiration of any extension that may be granted by the Panel to the Company

following the hearing.

The Company has provided

written notice to Nasdaq with its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split,

if necessary.

cannot assure you that we will be able to regain compliance with Nasdaq listing standards.

Our failure to continue to meet these requirements

would result in our common stock being delisted from Nasdaq.

We and holders of our securities could be materially adversely impacted

if our securities are delisted from Nasdaq.

In particular:

may be unable to raise equity capital on acceptable terms or at all;

may lose the confidence of our customers, which would jeopardize our ability to continue our business as currently conducted;

price of our common stock will likely decrease as a result of the loss of market efficiencies associated with Nasdaq and the loss

of federal preemption of state securities laws;

may be unable to sell or purchase our securities when they wish to do so;

may become subject to stockholder litigation;

may lose the interest of institutional investors in our common stock;

may lose media and analyst coverage;

common stock could be considered a “penny stock,” which would likely limit the level of trading activity in the secondary

market for our common stock;

would likely lose any active trading market for our common stock, as it may only be traded on one of the over-the-counter markets,

Related to Doing Business in China

all of our operations are in China, our business is subject to the complex and rapidly evolving laws and regulations there.

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.

a business operating in China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly.

government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which

we are subject may change rapidly and with little notice to us or our shareholders.

As a result, the application, interpretation, and

enforcement of new and existing laws and regulations in the PRC are often uncertain.

In addition, these laws and regulations may be interpreted

and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices.

regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries

or investigations or any other government actions may:

or impede our development;

1 unchanged sentence

significant management time and attention;

us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current

or historical operations, or demands or orders that we modify or even cease our business practices.

The promulgation

of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably

impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure

compliance, which could decrease demand for our products, reduce revenues, increase costs, require us to obtain more licenses, permits,

approvals or certificates, or subject us to additional liabilities.

To the extent any new or more stringent measures are required to be

implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the

value of our Common Stock.

The Chinese government exerts substantial influence

over the manner in which we must conduct our business activities.

We are currently not required to obtain approval from Chinese authorities

to list on U.S exchanges, however, if our holding company or subsidiaries were required to obtain approval or filing in the future and

were denied permission from Chinese authorities to list on U.S.

exchanges, we will not be able to continue listing on U.S.

exchange, which

would materially affect the interest of the investors.

The Chinese government has exercised and can continue

to exercise substantial control to intervene on virtually every sector of the Chinese economy through regulation and state ownership,

and as a result, it can influence the manner in which we must conduct our business activities and effect material changes in our operations

or the value of the common stock we are registering in this resale.

Under the current government leadership, the government of the PRC

has been pursuing reform policies which have adversely affected China- based operating companies whose securities are listed in the U.S.,

with significant policies changes being made from time to time without notice.

There are substantial uncertainties regarding the interpretation

and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement

and performance of our contractual arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or

criminal proceedings.

Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to

taxation, environmental regulations, land use rights, property and other matters.

The central or local governments of these jurisdictions

may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditure and efforts

on our part to ensure our compliance with such regulations or interpretations.

Accordingly, government actions in the future, including

any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local

variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions

thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

Given recent statements by the Chinese government

indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based

issuers, any 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 become worthless.

Recently, the General Office of the Central Committee

of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal

Securities Activities According to Law, or the Opinions, which was made available to the public 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.

Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to

deal with the risks and incidents of China-concept overseas listed companies.

As of the date hereof, we have not received any inquiry,

notice, warning, or sanctions from PRC government authorities in connection with the Opinions.

On June 10, 2021, the Standing Committee of the National

People’s Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021.

Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a

data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree

of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when

such data is tampered with, destroyed, leaked, illegally acquired or used.

The PRC Data Security Law also provides for a national security

review procedure for data activities that may affect national security and imposes export restrictions on certain data and information.

In early July 2021, regulatory authorities in China

launched cybersecurity investigations with regard to several China-based companies that are listed in the United States.

The Chinese cybersecurity

regulator announced on July 2 that it had begun an investigation of Didi Global Inc.

DIDI) and two days later ordered that the

company’s app be removed from smartphone app stores.

On July 5,2021, the Chinese cybersecurity regulator launched the same investigation

on two other Internet platforms, China’s Full Truck Alliance of Full Truck Alliance Co.

YMM) and Boss of KANZHUN LIMITED

On July 24, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State

Council jointly released the Guidelines for Further Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the

Stage of Compulsory Education, pursuant to which foreign investment in such firms via mergers and acquisitions, franchise development,

and variable interest entities are banned from this sector.

us to remedies, administrative penalties and even criminal liabilities that may harm our

business, including fines assessed for our current or historical operations, or demands or

orders that we modify or even cease our business practices.

promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise

unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business

to ensure compliance, which could decrease demand for our products, reduce revenues, increase costs, require us to obtain more licenses,

permits, approvals or certificates, or subject us to additional liabilities.

To the extent any new or more stringent measures are required

to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease

the value of our Common Stock.

Chinese government exerts substantial influence over the manner in which we must conduct our business activities.

We are currently not

required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our holding company or subsidiaries were required

to obtain approval or filing in the future and were denied permission from Chinese authorities to list on U.S.

exchanges, we will not

be able to continue listing on U.S.

exchange, which would materially affect the interest of the investors.

Chinese government has exercised and can continue to exercise substantial control to intervene on virtually every sector of the Chinese

economy through regulation and state ownership, and as a result, it can influence the manner in which we must conduct our business activities

and effect material changes in our operations or the value of the common stock we are registering in this resale.

Under the current government

leadership, the government of the PRC has been pursuing reform policies which have adversely affected China- based operating companies

whose securities are listed in the U.S., with significant policies changes being made from time to time without notice.

There are substantial

uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations

governing our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition

of statutory liens, death, bankruptcy or criminal proceedings.

Our ability to operate in China may be harmed by changes in its laws and

regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters.

or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would

require additional expenditure and efforts on our part to ensure our compliance with such regulations or interpretations.

government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally

planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic

conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.

recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted

overseas and/or foreign investment in China-based issuers, any 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 become worthless.

the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued

the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to

the public 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.

Effective measures, such as promoting the construction

of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies.

the date hereof, we have not received any inquiry, notice, warning, or sanctions from PRC government authorities in connection with the

June 10, 2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the PRC Data Security

Law, which took effect in September 2021.

The PRC Data Security Law imposes data security and privacy obligations on entities and individuals

carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data

in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights

and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used.

Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes

export restrictions on certain data and information.

early July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China-based companies that

are listed in the United States.

The Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global

DIDI) and two days later ordered that the company’s app be removed from smartphone app stores.

On July 5,2021, the

Chinese cybersecurity regulator launched the same investigation on two other Internet platforms, China’s Full Truck Alliance of

Full Truck Alliance Co.

YMM) and Boss of KANZHUN LIMITED (Nasdaq:

On July 24, 2021, the General Office of the Communist

Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden

of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment

in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from this sector.

August 17, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure,

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Risk Factors - Risks Related to Doing Business in China ”

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

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.

Currently, we and our PRC subsidiaries are not required to file for a

cybersecurity review by the Cyberspace Administration of China, or the CAC, for our past issuance of securities to investors and

maintaining our listing status on the Nasdaq, since our company already listed on Nasdaq before promulgation of the Trial Measures

is not required to file for a cybersecurity review by the CAC to maintain our listing status on the Nasdaq Stock Market LLC, or the

Nasdaq on which our securities have been listed.

Even though we are not required to complete the filing procedures with the CSRC for

our historical issuance of securities, we may be required by the Trial Measures to file with the CSRC in connection with future

securities offerings and listings outside of mainland China, including follow-on offerings, issuance of convertible bonds, offshore

relisting after going-private transactions, and other equivalent offering activities.

There remain substantial uncertainties about

the interpretation, application and implementation of the laws and regulations relating to the CSRC filing and CAC cybersecurity

If we fail to obtain any requisite approvals with respect to future offerings of our equity securities to foreign investors,

or if we inadvertently conclude that such permissions or approvals are not required, or if the applicable laws, regulations or

interpretations thereof change and we become subject to the requirement of additional permissions or approvals in the future, our

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.

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.

Currently, we and

our PRC subsidiaries are not required to file for a cybersecurity review by the Cyberspace Administration of China, or the CAC, for our

past issuance of securities to investors and maintaining our listing status on the Nasdaq, since our company already listed on Nasdaq

before promulgation of the Trial Measures is not required to file for a cybersecurity review by the CAC to maintain our listing status

on the Nasdaq Stock Market LLC, or the Nasdaq on which our securities have been listed.

Even though we are not required to complete the

filing procedures with the CSRC for our historical issuance of securities, we may be required by the Trial Measures to file with the

CSRC in connection with future securities offerings and listings outside of mainland China, including follow-on offerings, issuance of

convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities.

There remain substantial

uncertainties about the interpretation, application and implementation of the laws and regulations relating to the CSRC filing and CAC

cybersecurity review.

If we fail to obtain any requisite approvals with respect to future offerings ofour equity securities to foreign

investors, or if we inadvertently conclude that such permissions or approvals are not required, or if the applicable laws, regulations

or interpretations thereof change and we become subject to the requirement of additional permissions or approvals in the future, our

ability to execute our financing and equity offering plans may be significantly limited or completely hindered.

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.

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.

common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act if the PCAOB is unable to adequately

407 unchanged sentences

any of these regulators may be limited or prohibited.

Unregistered Sale of Equity Securities and Use of Proceeds

Unregistered Shares of Equity Securities and Use of Proceeds

Defaults Upon Senior Securities

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q/A

Item 1A. Risk Factors