GULF RESOURCES, INC. 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________to ___________ Commission File Number: 001-34499 GULF RESOURCES, INC. (Exact name of registrant as specified in its charter) Nevada 13-3637458 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Level 11 , Vegetable Building , Industrial Park of the East City , Shouguang City , Shandong, China 262700 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: +86 ( 536 ) 567-0008 Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol (s) Name of each exchange on which registered Common Stock, $0.0005 par value GURE NASDAQ Capital Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated Filer ☒ Smaller reporting company ☒ Emerging Growth Company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ As of September 29, 2026, the registrant had outstanding 1,813,531 shares of common stock, excluding 28,583 shares of treasury stock. EXPLANATORY NOTE This Amendment No. 1 (the “Amendment”) amends the Quarterly Report on Form 10-Q of Gulf Resources, Inc. (the “Company”) for the fiscal quarter ended June 30, 2025, as filed with the Securities and Exchange Commission on August 13, 2025 (the “Original Filing”). This Amendment is being filed in response to comment letters dated July 21, 2025, September 16, 2025, January 28, 2026, May 20, 2026, August 12, 2026 and September 17, 2026 (collectively, the “SEC Comment Letters”) received from the staff of the SEC and relates to matters discussed in the SEC Comment Letters and in the Company’s responses dated August 28, 2025, November 13, 2025, April 30, 2026 and June 1, 2026. Item 1 of Part I in the Form 10-Q is amended by this Amendment to reflect additional information and revised disclosure requested in the SEC Comment Letters to include revised Notes 1, 6, 7, 9, 12, 13, 14, 17, 21 and 22 to the consolidated financial statements. Item 1A of Part II in the Form 10-Q are amended by this Amendment to reflect additional information and revised disclosures regarding recent regulatory developments in China, government regulation, risk factors. The financial statements included in the Original Filing should no longer be relied upon because of the errors described above. No other information in the Original Filing was incorrectly presented, and this Amendment should be read in conjunction with the Original Filing. In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment. Other than as expressly described above, no changes have been made to the Original Filing. This Amendment does not reflect events occurring after the Original Filing. Table of Contents Part I – Financial Information Item 1. Financial Statements 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 42 Item 3. Quantitative and Qualitative Disclosures about Market Risk 57 Item 4. Controls and Procedures 58 Part II – Other Information Item 1. Legal Proceedings 60 Item 1A. Risk Factors 60 Item 2. Unregistered Sale of Equity Securities and Use of Proceeds 70 Item 3. Defaults Upon Senior Securities 70 Item 4. Mine Safety Disclosures 70 Item 5. Other Information 70 Item 6. Exhibits 70 Signatures 71 PART I—FINANCIAL INFORMATION Item 1. Financial Statements GULF RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Expressed in U.S. dollars) June 30, 2025 (Unaudited) (Restated) December 31, 2024 (Audited) (Restated) Current Assets Cash $ 7,736,081 $ 10,075,162 Accounts receivable, net 3,150,850 564,523 Inventories, net 515,013 315,371 Prepayments and deposits, net 8,743,324 6,376,656 Amount due from related parties 25,144 25,040 Other receivable 105,564 94,074 Total Current Assets 20,275,976 17,450,826 Non-Current Assets Property, plant and equipment, net 83,337,126 89,431,050 Finance lease right-of-use assets 43,788,862 45,155,288 Operating lease right-of-use assets 5,937,515 6,169,855 Prepaid land leases, net of current portion 9,648,863 9,615,269 Deferred tax assets, net — — Total non-current assets 142,712,366 150,371,462 Total Assets 162,988,342 167,822,288 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable and accrued expenses $ 6,763,238 $ 6,445,277 Taxes payable-current 298,037 113,999 Amount due to related parties 2,589,489 2,584,808 Finance lease liabilities, current portion 188,550 3,342,293 Operating lease liabilities, current portion 162,134 491,850 Total Current Liabilities 10,001,448 12,978,227 Non-Current Liabilities Finance lease liabilities, net of current portion 5,001,392 5,089,884 Operating lease liabilities, net of current portion 6,734,859 6,941,602 Total Non-Current Liabilities 11,736,251 12,031,486 Total Liabilities 21,737,699 25,009,713 Commitment and Loss Contingencies — — Stockholders’ Equity PREFERRED STOCK; $ 0.001 par value; 1,000,000 shares authorized; none outstanding — — COMMON STOCK; $ 0.0005 par value; 80,000,000 shares authorized; 1,382,114 and 1,120,145 shares issued; and 1,353,531 and 1,091,562 shares outstanding as of June 30, 2025 and December 31, 2024 (1) 691 560 Treasury stock; 28,583 shares as of June 30, 2025 and December 31, 2024 at cost ( 1,372,673 ) ( 1,372,673 ) Additional paid-in capital (1) 105,192,535 101,712,325 Share to be issued — 194,700 Retained earnings unappropriated 30,909,340 36,393,884 Retained earnings appropriated 26,667,097 26,667,097 Accumulated other comprehensive loss ( 20,146,347 ) ( 20,783,318 ) Total Stockholders’ Equity 141,250,643 142,812,575 Total Liabilities and Stockholders’ Equity $ 162,988,342 $ 167,822,288 (1) The shares and per share data are presented on a retroactive basis to reflect the stock split. See accompanying notes to the condensed consolidated financial statements. 1 GULF RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Expressed in U.S. dollars) (UNAUDITED) 2025 (Restated) 2024 (Restated) 2025 (Restated) 2024 (Restated) Three-Month Period Ended June 30, Six-Month Period Ended June 30, 2025 (Restated) 2024 (Restated) 2025 (Restated) 2024 (Restated) NET REVENUE $ 8,343,785 $ 2,383,169 $ 9,948,232 $ 3,690,231 OPERATING COSTS AND EXPENSE Cost of revenue ( 7,366,702 ) ( 5,112,058 ) ( 8,964,166 ) ( 7,231,903 ) Sales and marketing expenses ( 14,802 ) ( 13,633 ) ( 19,855 ) ( 18,124 ) Direct labor and factory overheads incurred during plant shutdown ( 727,774 ) ( 1,714,503 ) ( 3,953,582 ) ( 5,449,192 ) General and administrative expenses ( 1,025,780 ) ( 689,972 ) ( 2,452,789 ) ( 1,407,428 ) TOTAL OPERATING COSTS AND EXPENSE ( 9,135,058 ) ( 7,530,166 ) ( 15,390,392 ) ( 14,106,647 ) LOSS FROM OPERATIONS ( 791,273 ) ( 5,146,997 ) ( 5,442,160 ) ( 10,416,416 ) OTHER INCOME (EXPENSE) Interest expense ( 21,674 ) ( 24,814 ) ( 43,396 ) ( 49,644 ) Interest income 1,795 34,791 4,224 70,851 Other expense, net ( 3,212 ) — ( 3,212 ) ( 4,003 ) Loss on disposal of property, plant and equipment — ( 29,169,008 ) — ( 29,169,008 ) TOTAL OTHER INCOME, NET ( 23,091 ) ( 29,159,031 ) ( 42,384 ) ( 29,151,804 ) LOSS BEFORE INCOME TAXES ( 814,364 ) ( 34,306,028 ) ( 5,484,544 ) ( 39,568,220 ) INCOME TAX BENEFIT (EXPENSE) — 1,208,110 — 2,478,170 NET LOSS $ ( 814,364 ) $ ( 33,097,918 ) $ ( 5,484,544 ) $ ( 37,090,050 ) COMPREHENSIVE LOSS NET LOSS $ ( 814,364 ) $ ( 33,097,918 ) $ ( 5,484,544 ) $ ( 37,090,050 ) - Foreign currency translation adjustments 388,050 ( 849,254 ) 636,971 ( 1,243,121 ) TOTAL COMPREHENSIVE LOSS $ ( 426,314 ) $ ( 33,947,172 ) $ ( 4,847,573 ) $ ( 38,333,171 ) BASIC AND DILUTED LOSS PER SHARE(1): $ ( 0.60 ) $ ( 30.32 ) $ ( 4.32 ) $ ( 33.98 ) BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES(1): 1,353,531 1,091,562 1,270,931 1,091,562 (1) The shares and per share data are presented on a retroactive basis to reflect the stock split. See accompanying notes to the condensed consolidated financial statements. 2 GULF RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY SIX-MONTH PERIOD ENDED JUNE 30, 2025 (Expressed in U.S. dollars) Number of shares issued(1) Number of shares outstanding(1) Number of treasury stock(1) Amount (1) Treasury stock Share to be issued Additional paid-in capital (1) Retained earning unappropriated Retained earnings appropriated Accumulated other comprehensive Income(loss) Total Common stock Number of shares issued(1) Number of shares outstanding(1) Number of treasury stock(1) Amount(1) Treasury stock Share to be issued Additional paid-in capital(1) Retained earning unappropriated Retained earnings appropriated Accumulated other comprehensive Income(loss) Total BALANCE AT MARCH 31, 2025 (Unaudited)(Restated) 1,382,114 1,353,531 28,583 $ 691 $ ( 1,372,673 ) — $ 105,192,535 $ 31,723,704 $ 26,667,097 $ ( 20,534,397 ) $ 141,676,957 Currency translation adjustment — — — — — — — — — 388,050 388,050 Net loss for three-month period ended June 30, 2025 — — — — — — — ( 814,364 ) — — ( 814,364 ) BALANCE AT JUNE 30, 2025 (Unaudited)(Restated) 1,382,114 1,353,531 28,583 $ 691 $ ( 1,372,673 ) — $ 105,192,535 $ 30,909,340 $ 26,667,097 $ ( 20,146,347 ) $ 141,250,643 Number of shares issued(1) Number of shares outstanding((1) Number of shares stock(1) Amount (1) Treasury stock Additional paid-in capital (1) Retained earnings unappropriated Retained earning unappropriated Accumulated other comprehensive Income(loss) Total Common stock Number of shares issued(1) Number of shares outstanding((1) Number of shares stock(1) Amount(1) Treasury stock Additional paid-in capital(1) Retained earnings unappropriated Retained earning unappropriated Accumulated other comprehensive Income(loss) Total BALANCE AT MARCH 31, 2024 (Unaudited)(Restated) 1,120,145 1,091,562 28,583 $ 560 $ ( 1,372,673 ) $ 101,712,325 $ 92,302,124 $ 26,667,097 $ ( 18,447,136 ) $ 200,862,297 Currency translation adjustment — — — — — — — — ( 849,254 ) ( 849,254 ) Net loss for three-month period ended June 30, 2024 — — — — — — ( 33,097,918 ) — — ( 33,097,918 ) BALANCE AT JUNE 30, 2024 (Unaudited) (Restated) 1,120,145 1,091,562 28,583 $ 560 $ ( 1,372,673 ) $ 101,712,325 $ 59,204,206 $ 26,667,097 $ ( 19,296,390 ) $ 166,915,125 3 GULF RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY SIX-MONTH PERIOD ENDED JUNE 30, 2025 (CONTINUED) (Expressed in U.S. dollars) Number of shares issued(1) Number of shares outstanding(1) Number of treasury stock(1) Amount (1) Treasury stock Share to be issued Additional paid-in capital (1) Retained earning unappropriated Retained earnings appropriated Accumulated other comprehensive Income(loss) Total Common stock Number of shares issued(1) Number of shares outstanding(1) Number of treasury stock(1) Amount(1) Treasury stock Share to be issued Additional paid-in capital(1) Retained earning unappropriated Retained earnings appropriated Accumulated other comprehensive Income(loss) Total BALANCE AT DECEMBER 31, 2024 (Audited)(Restated) 1,120,145 1,091,562 28,583 $ 560 $ ( 1,372,673 ) $ 194,700 101,712,325 $ 36,393,884 $ 26,667,097 $ ( 20,783,318 ) $ 142,812,575 Restricted shares issued for services 56,000 56,000 — 28 — ( 194,700 ) 390,772 — — — 196,100 Acquisition of assets 205,969 205,969 — 103 — — 3,089,438 — — — 3,089,541 Currency translation adjustment — — — — — — — — — 636,971 636,971 Net loss for six-month period ended June 30, 2025 — — — — — — — ( 5,484,544 ) — — ( 5,484,544 ) BALANCE AT JUNE 30, 2025 (Unaudited)(Restated) 1,382,114 1,353,531 28,583 $ 691 $ ( 1,372,673 ) $ — $ 105,192,535 $ 30,909,340 $ 26,667,097 $ ( 20,146,347 ) $ 141,250,643 Number of shares issued(1) Number of shares outstanding(1) Number of shares stock(1) Amount (1) Treasury stock Additional paid-in capital (1) Retained earnings unappropriated Retained earning unappropriated Accumulated other comprehensive Income(loss) Total Common stock Number of shares issued(1) Number of shares outstanding(1) Number of shares stock(1) Amount(1) Treasury stock Additional paid-in capital(1) Retained earnings unappropriated Retained earning unappropriated Accumulated other comprehensive Income(loss) Total BALANCE AT DECEMBER 31, 2023 (Audited) (Restated) 1,120,145 1,091,562 28,583 $ 560 $ ( 1,372,673 ) $ 101,712,325 $ 96,294,256 $ 26,667,097 $ ( 18,053,269 ) $ 205,248,296 Currency translation adjustment — — — — — — — — ( 1,243,121 ) ( 1,243,121 ) Net loss for six- month period ended June 30, 2024 — — — — — — ( 37,090,050 ) — — ( 37,090,050 ) Net loss — — — — — — ( 37,090,050 ) — — ( 37,090,050 ) BALANCE AT JUNE 30, 2024 (Unaudited)(Restated) 1,120,145 1,091,562 28,583 $ 560 $ ( 1,372,673 ) $ 101,712,325 $ 59,204,206 $ 26,667,097 $ ( 19,296,390 ) $ 166,915,125 (1) The shares and per share data are presented on a retroactive basis to reflect the stock split. See accompanying notes to the condensed consolidated financial statements. 4 GULF RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in U.S. dollars) (UNAUDITED) 2025(Restated) 2024(Restated) Six-Month Period Ended June 30, 2025(Restated) 2024(Restated) CASH FLOWS FROM OPERATING ACTIVITIES Net Loss $ ( 5,484,544 ) $ ( 37,090,050 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Amortization on capital lease 121,954 49,644 Depreciation and amortization 6,450,581 8,839,829 Deferred tax asset — ( 2,511,394 ) Stock-based compensation expense 196,100 — Amortization of operating lease right-of-use assets 435,102 440,030 Amortization of finance lease right-of-use assets 1,549,239 627,482 Loss on disposal of property, plant and equipment — 29,169,008 Changes in assets and liabilities: Accounts receivable ( 2,574,907 ) 3,108,788 Inventories ( 197,631 ) 160,396 Prepayments and deposits ( 2,331,871 ) 68,895 Advance from customers — ( 27,000 ) Other receivables ( 11,447 ) 4,854 Accounts and other payable and accrued expenses 268,175 ( 2,583,610 ) Taxes payable 182,919 ( 315,782 ) Lease liabilities ( 743,404 ) ( 753,231 ) Net cash used in operating activities ( 2,139,734 ) ( 812,141 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment — ( 28,923,642 ) Net cash used in investing activities — ( 28,923,642 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of finance lease obligation ( 260,997 ) ( 31,866,665 ) Net cash used in financing activities ( 260,997 ) ( 31,866,665 ) EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 61,650 ( 253,907 ) NET DECREASE IN CASH AND CASH EQUIVALENTS ( 2,339,081 ) ( 61,856,355 ) CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 10,075,162 72,223,894 CASH AND CASH EQUIVALENTS - END OF PERIOD $ 7,736,081 $ 10,367,539 5 GULF RESOURCES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) (Expressed in U.S. dollars) 2025 (Restated) 2024 (Restated) Years Ended June 30, 2025 (Restated) 2024 (Restated) SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the six-month period ended June 30, 2025 for: Paid for taxes $ 811,828 $ 886,928 Interest paid $ 121,954 $ 49,644 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES See accompanying notes to the condensed consolidated financial statements. 6 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation and Consolidation The accompanying unaudited consolidated financial statements have been prepared by Gulf Resources, Inc. (“Gulf Resources”), a Nevada corporation and its subsidiaries (collectively, the “Company”). The consolidated financial statements include the accounts of Gulf Resources, Inc. and its wholly-owned subsidiary, Upper Class Group Limited, a company incorporated in the British Virgin Islands, which owns 100% of Hong Kong Jiaxing Industrial Limited, a company incorporated in Hong Kong (“HKJI”). HKJI owns 100% of Shouguang City Haoyuan Chemical Company Limited (“SCHC”) which owns 100% of Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) ,Daying County Haoyuan Chemical Company Limited (“DCHC”) and Shouguang Hengde Salt Industry Co. Ltd. (“SHSI”). All material intercompany transactions have been eliminated on consolidation. (b) Going Concern Consideration The consolidated financial statements are prepared on the going concern basis, meaning that the enterprise is expected to realize the assets and settle the liabilities through normal business operations. However, the going concern of the enterprise relies on many factors, such as profitable operations, generating operating cash flows, obtaining financing, etc. The company assesses its liquidity by monitoring cash and cash equivalents, as well as operating and capital expenditure commitments. As of June 30, 2025, the Company had current assets of $ 20.28 million and current liabilities of $ 10.00 million. As a result, the surplus was $ 10.28 million, but it has suffered losses for the six months ended by June 30, 2025. If it is unable to raise additional funds, it may need to take measures such as cutting administrative and operational costs and saving funds. If there are significant doubts regarding the Company’s ability to continue operations, the Company is attempting to alleviate such concerns through measures such as controlling operating expenses, shifting business focus to revenue-generating activities, obtaining authorization from domestic banks and other financial institutions, and seeking equity or debt financing. Additionally, the Company will also obtain financial support commitments from related parties. However, these situations still pose significant doubts regarding the Company’s ability to continue operations. The financial statements do not consider the potential impact on the recoverability of assets, classification, and amounts and classification of liabilities if the Company is unable to continue operations. (c) Nature of Business The Company manufactures and trades bromine through its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited (“SCHC”); manufactures and trades crude salt through its wholly-owned subsidiary, SHSI; and manufactures chemical products for use in the oil industry, pesticides, paper manufacturing industry and for human and animal antibiotics through its wholly- owned subsidiary, Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) in the People’s Republic of China (“PRC”). DCHC was established to further explore and develop natural gas and brine resources (including bromine and crude salt) in the PRC. DCHC commenced trial operation in January 2019 but temporarily suspended its production in May 2019, as required by the government to obtain project approval (see Note 1 (c)(iii)). (i) Bromine and Crude Salt Segments 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. 7 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued 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 of 2022. The Company is still waiting for governmental approval for Factories No. 2 and No. 10. To our knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, we may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories to satisfy the local government’s requirements. In April 2022, Shouguang Hengde Salt Industry Co. Ltd, our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading. This subsidiary was created in response to a new government policy that required bromine and crude salt companies to have separate registrations. The creation of this subsidiary and the separation of bromine and crude salt do not impact sales or overall profits. However, the establishment of this subsidiary has resulting in a reallocation of costs between bromine and crude salt. (ii) Chemical Segment 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 to the Bohai Marine Fine Chemical Industrial Park (“Bohai Park”). This was because the two plants were located in a residential area and their production activities impacted the living environment of the residents. This was as a result of the country’s effort to improve the development of the chemical industry, manage safe production and curb environmental pollution accidents effectively, and ensure the quality of the living environment of residents. All chemical enterprises which did not comply with the requirements of the safety and environmental protection regulations were ordered to shut down. In December 2017, the Company secured from the government the land use rights for its chemical plants located at the Bohai Park and in June 2018, the Company presented a completed construction design draft and other related documents to the local authorities for approval. In January 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020 and basically completed the civil works by the end of June 2021. On November 15, 2021, the Company announced that due to the supply chain issues as well as the electric restrictions in China, the delivery of some equipment, the equipment installation and testing and beginning trial production at the chemical factory had been delayed. On February 22, 2022, the Company announced that discussions with the government have convinced management that the electricity restrictions were eased. Accordingly, the Company contacted its suppliers and expected to have the remainder of the equipment produced and delivered, so the Company can complete installation and begin testing and trial production. The Company estimates this relocation process will cost approximately $ 69 million in total. The Company incurred relocation costs comprising prepaid land lease, professional fees related to the design of the new chemical factory, purchase of plant and equipment and construction costs and installation costs incurred for the new chemical factory in the amount of $ 45,584,344 and $ 45,584,344 , which were recorded in the property, plant and equipment in the consolidated balance sheets as of June 30, 2025 and December 31, 2024. 8 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued The Company suspended the construction in the chemical factory until it decide what products can be produced most profitably. (iii) Natural Gas Segment In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in SichuanProvince, China, and commenced trial production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town, Daying County, Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas and brine water project, and approvals for safety production inspection,environmental protection assessment, and to solve the related land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural gas well in Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration license and a mining license for bromine and natural gas, respectively. 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 the natural gas production. The Company plans to proceed with its applications for the natural gas and brine project approvals with related government departments until the governmental planning has been finalized. (d) Use of Estimates The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The most significant accounting estimates with regard to these consolidated financial statements that require the most significant and subjective judgments include, but are not limited to, useful lives of property, plant and equipment, recoverability of long-lived assets, determination of impairment losses, assessment of market value of inventories and provision for inventory obsolescence, allowance for doubtful accounts, recognition and measurement of deferred income taxes, valuation allowance for deferred tax assets, and assumptions used for the valuation of share based payments. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. (e) Cash and Cash Equivalents Cash and cash equivalents consist of all cash balances and highly liquid investments with original maturities of three months or less. Because of short maturity of these investments, the carrying amounts approximate their fair values. (f) Allowance for Doubtful Accounts We make estimates of the uncollectibility of accounts receivable, especially analyzing accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms, when evaluating the adequacy of the allowance for doubtful accounts. Credit evaluations are undertaken for all major sale transactions before shipment is authorized. On a quarterly basis, we evaluate aged items in the accounts receivable aging report and provide an allowance in an amount we deem adequate for doubtful accounts. If management were to make different judgments or utilize different estimates, material differences in the amount of our reported operating expenses could result. (g) Concentration of Credit Risk The Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and cash and cash equivalents. Substantially all of the Company’s cash and cash equivalents are maintained with financial institutions in the PRC, namely, Industrial and Commercial Bank of China Limited, China Merchants Bank Company Limited and Sichuan Rural Credit Union, which are not insured or otherwise protected. The Company placed $ 7,736,081 and $ 10,075,162 with these institutions as of June 30, 2025 and December 31, 2024, respectively. The Company has not experienced any losses in such accounts in the PRC. Concentrations of credit risk with respect to accounts receivable exists as the Company sells a substantial portion of its products to a limited number of customers. However, such concentrations of credit risks are limited since the Company performs ongoing credit evaluations of its customers’ financial condition and extends credit terms as and when appropriate. 9 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued (h) Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Expenditures for new facilities or equipment, and major expenditures for betterment of existing facilities or equipment are capitalized and depreciated, when available for intended use, using the straight-line method at rates sufficient to depreciate such costs less 5% residual value over the estimated productive lives. All other ordinary repair and maintenance costs are expensed as incurred. Mineral rights are recorded at cost less accumulated depreciation and any impairment losses. Mineral rights are amortized ratably over the term of the lease, or the equivalent term under the units of production method, whichever is shorter. Construction in process primarily represents direct costs of construction of property, plant and equipment. Costs incurred are capitalized and transferred to property, plant and equipment upon completion and depreciation will commence when the completed assets are placed in service. The Company’s depreciation and amortization policies on property, plant and equipment, other than mineral rights and construction in process, are as follows: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT Useful life ( in years) Mineral rights 50 Leasehold improvements 8 - 20 Plant and machinery (including protective shells, transmission channels and ducts) 3 - 8 Motor vehicles 5 Furniture, fixtures and equipment 3 - 8 Producing oil and gas properties are depreciated on a unit-of-production basis over the proved developed reserves. Common facilities that are built specifically to service production directly attributed to designate oil and gas properties are depreciated based on the proved developed reserves of the respective oil and gas properties on a pro-rata basis. Common facilities that are not built specifically to service identified oil and gas properties are depreciated using the straight-line method over their estimated useful lives. Costs associated with significant development projects are not depreciated until commercial production commences and the reserves related to those costs are excluded from the calculation of depreciation. (i) Asset Retirement Obligation The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), which established a uniform methodology for accounting for estimated reclamation and abandonment costs. FASB ASC 410 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. When the liability is initially recorded, the offset is capitalized by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. To settle the liability, the obligation is paid, and to the extent there is a difference between the liability and the amount of cash paid, a gain or loss upon settlement is recorded. Currently, there are no reclamation or abandonment obligations associated with the land being utilized for exploitation by the bromine and crude salt factories. Also, for the two chemical plants that are to be relocated, currently, there are no obligations to restore the land to its original condition. (j) Recoverability of Long-lived Assets In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10- 35 ”Impairment or Disposal of Long-lived Assets” , long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. The Company determines the existence of such impairment by measuring the expected future cash flow (undiscounted and without interest charges) and comparing such amount to the carrying amount of the assets. An impairment loss, if one exists, is then measured as the amount by which the carrying amount of the asset exceeds the discounted estimated future cash flows. Assets to be disposed of are reported at the lower of the carrying amount or fair value of such assets less costs to sell. Asset impairment charges are recorded to reduce the carrying amount of the long-lived asset that will be sold or disposed of to their estimated fair values. Charges for asset impairment reduce the carrying amount of the long-lived assets to their estimated salvage value in connection with the decision to dispose of such assets. For the three and six months periods ended June 30, 2025 and 2024, the Company determined that there were no events or circumstances indicating possible impairment of its long-lived assets. 10 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued (k) Retirement Benefits Pursuant to the relevant laws and regulations in the PRC, the Company participates in a defined contribution retirement plan for its employees arranged by a governmental organization. The Company makes contributions to the retirement plan at the applicable rate based on the employees’ salaries. The required contributions under the retirement plans are charged to the condensed consolidated statement of comprehensive income (loss) on an accrual basis when they are due. The Company’s contributions totaled $ 123,099 and $ 100,290 for the three- month periods ended June 30, 2025 and 2024, respectively, and totaled $ 296,584 and $ 223,413 for the six-month periods ended June 30, 2025 and 2024, respectively. (l) Mineral Rights The Company follows FASB ASC 805 “Business Combinations” that certain mineral rights are considered tangible assets and that mineral rights should be accounted for based on their substance. Mineral rights are included in property, plant and equipment. (m) Leases The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized on January 1, 2019, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has elected not to recognize operating lease ROU assets and liabilities arising from short-term lease. Finance leases are initially recorded at the net present value of future minimum lease payments, which include certain lease and non- lease components. Finance leases generally have one of these five attributes: 1) ownership of the underlying asset transfers to the Company at the end of the lease term, 2) the lease agreement contains a purchase option that the Company is reasonably certain to exercise, 3) the lease term represents the major part of the asset’s economic life, 4) the present value of lease payments over the lease term equals or exceeds substantially all of the fair value of the asset, and 5) the underlying asset is so specialized in nature that it provides no alternative use to the lessor after the lease term. Finance Lease Assets are presented separately on the Consolidated Balance Sheets. (n) Reporting Currency and Translation The financial statements of the Company’s foreign subsidiaries are measured using the local currency, Renminbi (“RMB”), as the functional currency; whereas the functional currency and reporting currency of the Company is the United States dollar (“USD” or “$”). As such, the Company uses the “current rate method” to translate its PRC operations from RMB into USD, as required under FASB ASC 830 “Foreign Currency Matters”. The assets and liabilities of its PRC operations are translated into USD using the rate of exchange prevailing at the balance sheet date. The capital accounts are translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the Company’s PRC subsidiaries are recorded in stockholders’ equity as part of accumulated other comprehensive income (loss). The statement of comprehensive income (loss) is translated at average rate during the reporting period. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized in net loss for the reporting periods as part of general and administrative expenses. The statement of cash flows is translated at average rate during the reporting period, with the exception of the consideration paid for the acquisition of business which is translated at historical rates. (o) Revenue Recognition Net revenue is net of discount and value added tax and comprises the sale of bromine, crude salt and chemical products. Revenue is recognized when the control of the promised goods is transferred to the customers in an amount that reflects the consideration that the Company expects to receive from the customers in exchange for those goods. The acknowledgement of receipt of goods by the customers is when control of the product is deemed to be transferred. Invoicing occurs upon acknowledgement of receipt of the goods by the customers. Customers have no rights to return the goods upon acknowledgement of receipt of goods. Revenue from contracts with customers is disaggregated in Note 17. 11 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued (p) Basic and Diluted Earnings per Share of Common Stock Basic earnings per common stock are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common stocks plus dilutive common stock equivalents outstanding during the period. Potential common stocks that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e. the exercise prices of the outstanding stock options were greater than the market price of the common stock. Anti-dilutive common stock equivalents which were excluded from the calculation of number of dilutive common stock equivalents amounted to 0 and 0 shares for the six-month periods ended June 30, 2025 and 2024, respectively. Because the Company reported a net loss for the six-month periods ended June 30, 2025 and 2024, common stock equivalents including stock options and warrants were anti-dilutive, therefore the amounts reported for basic and diluted loss per share were the same. (q) Foreign Operations All of the Company’s operations and assets are located in PRC. The Company may be adversely affected by possible political or economic events in this country. The effect of these factors cannot be accurately predicted. (r) Inventories Inventories are stated at the lower of cost, determined on a first-in first-out cost basis, or net realizable value. Costs of work-in-progress and finished goods comprise direct materials, direct labor and an attributable portion of manufacturing overhead. Net realizable value is based on estimated selling price less costs to complete and selling expenses. 12 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued (s) Stock-based Compensation Stock-based awards issued to employees are recorded at their fair values estimated at grant date using the Black-Scholes model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. Consistent with the accounting requirement for employee stock-based awards, nonemployee stock-based awards are measured at the grant-date fair value of the equity instruments that the Company is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied. The Company has elected to account for the forfeiture of stock-based awards as they occur. (t) Loss Contingencies The Company accrues for loss contingencies relating to legal matters, including litigation defense costs, claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and could be reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to accruals are reflected in earnings (loss) in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of such liabilities may be materially different from previous estimates. (u) Income Tax The Company accounts for income taxes in accordance with the Income Taxes Topic of the FASB ASC, which requires the use of the liability method of accounting for deferred income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their reported amounts at each period end. Deferred tax assets and liabilities are measured using tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The deferred income tax effects of a change in tax rates are recognized in the period of enactment. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The guidance also provides criteria for the recognition, measurement, presentation and disclosures of uncertain tax positions. A tax benefit from an uncertain tax position may be recognized if it is “more likely than not” that the position is sustainable based solely on its technical merits. Interests and penalties associated with unrecognized tax benefits are included within the (benefit from) provision for income tax in the consolidated statement of comprehensive income (loss). (v) New Accounting Pronouncements Recent accounting pronouncements adopted There were no recent accounting pronouncements adopted during the six months ended June 30, 2025. Recently Issued Accounting Pronouncements Not Yet Adopted There were no recently issued accounting pronouncements not yet adopted during the six months ended June 30, 2025. (w) Fair Value Measurement The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements. ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability. ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows: Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 inputs to the valuation methodology include quoted prices for identical or similar assets and liabilities in active markets or in inactive markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. The carrying amounts of the Company’s financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash, accounts receivable, amounts due to related parties, other receivables, accounts payable and other current payables. There were no material unrecognized financial assets and liabilities as of June 30, 2025 and 2024. 13 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 2 – ACCOUNTS RECEIVABLE, NET SCHEDULE OF ACCOUNTS RECEIVABLE, NET June 30, 2025 December 31, 2024 Accounts receivable $ 3,180,685 $ 594,234 Allowance for doubtful debt ( 29,835 ) ( 29,711 ) Accounts receivable, net $ 3,150,850 $ 564,523 The overall accounts receivable balance as of June 30, 2025 increased by $ 2,586,327 compared to those of December 31, 2024. We have policies in place to ensure that sales are made to customers with an appropriate credit history. We perform ongoing credit evaluation on the financial condition of our customer. NOTE 3 – INVENTORIES, NET Inventories consist of: SCHEDULE OF INVENTORIES June 30, 2025 December 31, 2024 Raw materials $ 37,545 $ 10,610 Finished goods 477,468 1,545,521 Less: impairment — ( 1,240,760 ) Inventories, net $ 515,013 $ 315,371 The Company recorded impairment charges for slow moving inventory in the amounts of nil for the six months ended June 30, 2025 and 2024. NOTE 4 – PREPAYMENTS AND DEPOSITS, NET Prepayments and deposits consisted of the following: SCHEDULE OF PREPAYMENTS AND DEPOSITS, NET June 30, 2025 December 31, 2024 Prepayments and deposits $ 10,398,651 $ 8,025,110 Provision for impairment ( 1,655,327 ) ( 1,648,454 ) Prepayments and deposits, net $ 8,743,324 $ 6,376,656 As of June 30, 2025, the total amount of advance payments and deposits recorded by the Company, net of impairment provisions was $ 8,743,324 . NOTE 5 – PREPAID LAND LEASES The Company has the rights to use certain parcels of land located in Shouguang, Shandong, PRC, through lease agreements signed with local townships or the government authority. The production facilities and warehouses of the Company are located on these parcels of land. The lease term ranges from ten 10 to fifty years . Some of the lease contracts were paid in one lump sum upfront and some are paid annually at the beginning of each anniversary date. These leases have no purchase option at the end of the lease term and were classified as operating leases prior to and as of January 1, 2019 when the new lease standard was adopted. Prior to January 2019, the prepaid land lease was amortized on a straight line basis. As of January 1, 2019, all the leases in which term has commenced and were in use were classified as operating lease right-of-use assets (“ROU”). See Note 9. In December 2017, the Company paid a one lump sum upfront amount of $ 8,883,165 for a 50-year lease of a parcel of land at Bohai Marine Fine Chemical Industrial Park (“Bohai”) for the new chemical factory under construction. There is no purchase option at the end of the lease term. This was classified as an operating lease prior to and as of January 1, 2019. The land use certificate was issued on October 25, 2019. The lease term expires on August 12, 2069 . The amount paid was recorded as prepaid land leases, net of current portion in the consolidated balance sheet as of June 30 2025 and December 31, 2024. As of June 30, 2025, the prepaid land lease increased to $ 9,242,933 due to an additional amount paid for stamp duty and related land use rights fees. Amortization of this prepaid land lease will commence when the chemical factory is completed and placed in service. 14 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT June 30, 2025 (Restated) December 31, 2024 (Restated) At cost: Mineral rights $ 2,694,068 $ 2,682,882 Leasehold improvements 3,521,992 3,507,367 Plant and machinery 144,439,139 143,839,420 Furniture, fixtures and office equipment 1,441,073 1,435,090 Motor vehicles 124,733 124,215 Construction in process 10,197,986 10,155,642 Total 162,418,991 161,744,616 Less: Accumulated depreciation and amortization ( 72,309,365 ) ( 65,569,186 ) Less: Impairment ( 6,772,500 ) ( 6,744,380 ) Net book value $ 83,337,126 $ 89,431,050 The rollforward of property, plant and equipment, net was as follows: SCHEDULE OF ROLLFORWARD OF PROPERTY, PLANT AND EQUIPMENT December 31, 2024 (Restated) Depreciation (a) Foreign currency translation June 30, 2025 (Restated) At cost: Mineral rights $ 2,682,882 $ - $ 11,186 $ 2,694,068 Leasehold improvements 3,507,367 - 14,625 3,521,992 Plant and machinery 143,839,420 - 599,719 144,439,139 Furniture, fixtures and office equipment 1,435,090 - 5,983 1,441,073 Motor vehicles 124,215 - 518 124,733 Construction in process 10,155,642 - 42,344 10,197,986 Total 161,744,616 - 674,375 162,418,991 Less: Accumulated depreciation and amortization ( 65,569,186 ) ( 6,444,107 ) ( 296,072 ) ( 72,309,365 ) Less: Impairment ( 6,744,380 ) - ( 28,120 ) ( 6,772,500 ) Net book value $ 89,431,050 $ ( 6,444,107 ) $ 350,183 $ 83,337,126 (a) During the three and six months period ended June 30, 2025, depreciation and amortization expense totaled $ 3,217,980 and $ 6,444,107 , respectively, which was recorded in direct labor and factory overheads incurred during plant shutdown, cost of revenue, and general & administrative expenses. During the three and six months period ended June 30, 2024, depreciation and amortization expense totaled $ 4,417,023 and $ 8,833,284 , respectively, which was recorded in direct labor and factory overheads incurred during plant shutdown, cost of revenue, and general & administrative expenses. See Note 22- Restatement, for discussion regarding the impact of the Restatement. NOTE 7 – FINANCE LEASE RIGHT-OF-USE ASSETS Property, plant and equipment under finance leases consist of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT June 30, 2025 (Restated) December 31, 2024 (Restated) At cost: Buildings $ 64,666,561 $ 64,398,063 Total 64,666,561 64,398,063 Less: Accumulated depreciation and amortization ( 20,877,699 ) ( 19,242,775 ) Net book value $ 43,788,862 $ 45,155,288 The above buildings erected on parcels of land located in Shouguang, PRC, are collectively owned by local townships. The Company has not been able to obtain property ownership certificates over these buildings as the Company could not obtain land use rights certificates on the underlying parcels of land. During the three and six months period ended June 30, 2025, depreciation and amortization expense totaled $ 773,537 and $ 1,549,239 , respectively, which was recorded in direct labor and factory overheads incurred during plant shutdown, cost of revenue, and general & administrative expenses. During the three and six months period ended June 30, 2024, depreciation and amortization expense totaled $ 313,541 and $ 627,482 , respectively, which was recorded in direct labor and factory overheads incurred during plant shutdown, cost of revenue, and general & administrative expenses. See Note 22- Restatement, for discussion regarding the impact of the Restatement. 15 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 8 – OPERATING LEASE RIGHT-OF-USE ASSETS The Company has the rights to use certain parcels of land located in Shouguang, PRC, through lease agreements signed with local townships or the government authority. For parcels of land that are collectively owned by local townships, the Company cannot obtain land use rights certificates. The parcels of land of which the Company cannot obtain land use rights certificates covers a total of approximately 34.95 square kilometers at June 30, 2025. As of June 30, 2025, the total operating lease ROU assets was $ 5,937,515 . The total operating lease cost for the three-month periods ended June 30, 2025 and 2024 was $ 217,301 and $ 222,685 , respectively. The total operating lease cost for the six-month periods ended June 30, 2025 and 2024 was $ 435,102 and $ 440,030 , respectively. NOTE 9 – PAYABLE AND ACCRUED EXPENSES Payable and accrued expenses consist of the following: SCHEDULE OF PAYABLE AND ACCRUED EXPENSES June 30, 2025 (Restated) December 31, 2024 (Restated) Accounts payable $ 380,812 $ 30,003 Salary payable 216,190 323,655 Social security insurance contribution payable 339,746 169,858 Accrued expense for construction 5,332,180 5,310,040 Accrued expense-others 494,310 611,721 Total $ 6,763,238 $ 6,445,277 See Note 22- Restatement, for discussion regarding the impact of the Restatement. 16 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 10 – RELATED PARTY TRANSACTIONS On September 25, 2012, the Company purchased five floors of a commercial building in the PRC, through SYCI, from Shandong Shouguang Vegetable Seed Industry Group Co., Ltd. (the “Seller”) at a cost of approximately $ 5.7 million in cash, of which Mr. Ming Yang, the Chairman of the Company, had a 99 % equity interest in the Seller. During the first quarter of 2018, the Company entered into an agreement with the Seller, a related party, to provide property management services for an annual amount of approximately $ 86,911 for five years from January 1, 2023 to December 31, 2027 . The expense associated with this agreement for the three and six months ended June 30, 2025 was approximately $ 21,787 and $ 43,515 . The expense associated with this agreement for the three and six months ended June 30, 2024 was approximately $ 21,885 and $ 43,867 . a) Related parties Name of related parties Position Ming Yang Chairman Of the Board XiaoBin Liu Chief Executive Officer Min Li Chief Financial Officer NaiHui Miao Chief Operating Officer Chengdu Dianjinshi Culture media Co., LTD Affiliated with company officers b) SCHEDULE OF RELATED PARTY TRANSACTIONS June 30, 2025 December 31, 2024 Amount due to related parties: Ming Yang $ 412,062 $ 410,350 XiaoBin Liu 887,214 887,214 Min Li 652,495 636,264 NaiHui Miao 637,718 650,980 Total $ 2,589,489 $ 2,584,808 Amount due to related parties $ 2,589,489 $ 2,584,808 c) June 30, 2025 December 31, 2024 Due from related party: Chengdu Dianjinshi Culture media Co., LTD $ 25,144 $ 25,040 Total $ 25,144 $ 25,040 Amount due from related parties $ 25,144 $ 25,040 NOTE 11 – TAXES PAYABLE SCHEDULE OF TAXES PAYABLE June 30, 2025 December 31, 2024 Land use tax payable $ 19,398 $ 19,318 Value added tax and other taxes payable 278,639 94,681 Total $ 298,037 $ 113,999 17 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 12 – LEASE LIABILITIES-FINANCE AND OPERATING LEASE The components of finance lease liabilities were as follows: SCHEDULE OF FINANCE LEASE LIABILITIES June 30, 2025 (Restated) December 31, 2024 (Restated) Total finance lease liabilities $ 5,189,942 $ 8,432,177 Less: Current portion ( 188,550 ) ( 3,342,293 ) Finance lease liabilities, net of current portion $ 5,001,392 $ 5,089,884 The financing leases include one contract with a lease term from January 1, 2011 to December 31, 2030, and five contracts with the lease term from June 29, 2024 to June 28, 2044. All contracts have a non-cancellable lease period of 20 years, and the Company has the right to preferentially renew the lease contract under the same conditions upon the contact expires. However, the Company will decide whether to renew the lease based on the market operation situation upon the expiration. The components of operating lease liabilities as follows: SCHEDULE OF OPERATING LEASE LIABILITIES June 30, 2025 December 31, 2024 Total operating lease liabilities $ 6,896,993 $ 7,433,452 Less: Current portion ( 162,134 ) ( 491,850 ) Operating lease liabilities, net of current portion $ 6,734,859 $ 6,941,602 The components of lease cost were as follows: SCHEDULE OF LEASE COST 2025 (Restated) 2024(Restated) Six-Month Period Ended June 30, 2025 (Restated) 2024 (Restated) Finance lease cost: - Amortization of right-of-use assets $ 1,549,239 627,482 - Interest on lease liabilities 121,954 49,644 Operating lease cost 435,102 440,030 Total lease cost $ 2,106,295 1,117,156 Maturities of lease liabilities were as follows: SCHEDULE OF MATURITIES OF FINANCE AND OPERATING LEASE LIABILITIES Finance Lease Operating Lease the next 12 months $ 262,198 $ 353,467 the next 13 to 24 months 262,198 830,814 the next 25 to 36 months 262,198 838,631 the next 37 to 48 months 4,968,551 843,027 the next 49 to 60 months 262,198 851,366 thereafter — 8,032,978 Total 6,017,343 $ 11,750,283 Less: Amount representing interest ( 827,401 ) ( 4,852,290 ) Present value of net minimum lease payments $ 5,189,942 $ 6,896,993 A summary of supplemental information related to leases is listed as follows: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES June 30, 2025 December 31, 2024 Weighted average remaining lease term: Finance leases 16.2 years 16.2 years Operating leases 20.2 years 19.6 years Weighted average discount rate: Finance leases 4.52 % 4.62 % Operating leases 4.90 % 4.90 % Supplemental cash flow information related to leases were as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW INFORMATION 2025 2024 Six-Month Period Ended June 30, 2025 2024 Cash paid for amounts included in measurement of lease liabilities: -Operating cash flows from operating leases $ 743,404 $ 753,231 -Financing cash flows from finance leases 260,997 31,866,665 Non-cash information on lease liabilities arising from obtaining ROU assets: -Finance leases — 38,726,543 -Operating leases — — See Note 22- Restatement, for discussion regarding the impact of the Restatement. 18 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 13 –– EQUITY Stock Issued For The Acquisition In June 2024, SHSI entered into crude salt field acquisition agreements with five sellers. On February 28, 2025 (“closing date”), the transactions as contemplated by the acquisition agreements were closed. On the closing date, the Company issued an aggregate of 2,059,694 (post reverse share split 205,969 shares) shares of its common stock to the sellers at an agreed price of $ 1.50 per share, pursuant to the acquisition agreements. Reverse Stock Split and Authorized Shares On October 27, 2025, the Company completed a 1-for-10 reverse stock split of the Company’s 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. Restricted Shares A restricted stock award (“RSA”) is an award of common stocks that is subject to certain restrictions during a specified period. Restricted stock awards are independent of option grants and are generally subject to forfeiture if employment terminates prior to the release of the restrictions. The grantee cannot transfer the shares before the restricted shares vest. Shares of nonvested restricted stock have the same voting rights as common stock, are entitled to receive dividends and other distributions thereon and are considered to be currently issued and outstanding. The Company expenses the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, straight-line over the period during which the restrictions lapse. For these purposes, the fair market value of the restricted stock is determined based on the closing price of the Company’s common stock on the grant date. The Company granted an aggregate of 295,000 (post reverse share split 29,500 shares) restricted shares of common stock in January 2025 to a consultant, the Company’s directors, officers, and an employee as compensation for services rendered for the year ended December 31, 2024. The restricted shares award were granted under the 2019 Omnibus Equity Incentive Plan and vested immediately. The fair value of the award on the date of grant was $ 194,700 which was expensed in full during the year ended December 31, 2024. During the six months ended June 30, 2025, the Company granted in the aggregate, 265,000 (post reverse share split 26,500 shares) restricted shares of common stock on March 21, 2025 to a consultant, the Company’s directors, officers and an employee as compensation for services rendered for the current year. The restricted shares award were granted under the 2019 Omnibus Equity Incentive Plan and vested immediately. The fair value of the award on the date of grant was $ 196,100 which was expensed in full during the six months period ended June 30, 2025. Retained Earnings – Appropriated In accordance with the relevant PRC regulations and the PRC subsidiaries’ Articles of Association, the Company’s PRC subsidiaries are required to allocate its profit after tax to the following reserve: Statutory Reserve SCHC, SYCI, SHSI and DCHC are required each year to transfer at least 10% of the profit after tax as reported under the PRC statutory financial statements to the Statutory Common Reserve Funds until the balance reaches 50% of the registered share capital. This reserve can be used to make up any loss incurred or to increase share capital. Except for the reduction of losses incurred, any other application should not result in this reserve balance falling below 25% of the registered capital. As at June 30, 2025, GULF RESOURCES ‘statutory provident fund stood at $26.67 million. NOTE 14 – TREASURY STOCK As of June 30, 2025 and December 31, 2024, the number of treasury stock of the Company was 28,583 and 28,583 , respectively. 19 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 15 – STOCK-BASED COMPENSATION Pursuant to the Company’s 2019 Omnibus Equity Incentive Plan adopted and approved in 2019 (“2019 Plan”), awards under the 2019 Plan is limited in the aggregate to 2,068,398 shares of our common stock, inclusive of the awards that were previously issued and outstanding under the Company’s 2007 Equity Incentive Plan, as amended (the “2007 Plan”). Upon adoption and approval of the 2019 Plan, the 2007 Plan was frozen, no new awards will be granted under the 2007 Plan, and outstanding awards under the 2007 Plan will continue to be governed by the terms and condition of the 2007 Plan and applicable award agreement. As of June 30, 2025, the number of shares of the Company’s common stock available for grant of awards under the 2019 Plan was 1,801 shares. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The risk free rate is based on the yield-to-maturity in continuous compounding of the US Government Bonds with the time-to-maturity similar to the expected tenor of the option granted, volatility is based on the annualized historical stock price volatility of the Company, and the expected life is based on the historical option exercise pattern. For the three and six months ended June 30, 2025 and 2024, total compensation costs for options issued recorded in the consolidated statement of comprehensive income (loss) were $ 0 . There were no related tax benefits as a full valuation allowance was recorded in the three and six months ended June 30, 2025 and 2024. The following table summarizes all Company stock option transactions between January 1, 2025 and June 30, 2025. SCHEDULE OF STOCK OPTION ACTIVITY Number of Option and Warrants Outstanding and exercisable Weighted- Average Exercise price of Option and Warrants Range of Exercise Price per Common Stock Balance, January 1, 2025 — $ — $ — Granted during the period — $ — $ — Exercised during the period — $ — $ — Expired during the period — $ — $ — Balance, June 30, 2025 — $ — $ — Stock Options Outstanding and Exercisable Outstanding at June 30, 2025 Range of Exercise Prices Weighted Average Remaining Contractual Life (Years) Outstanding and exercisable — — — All options exercisable and outstanding at June 30, 2025 are fully vested. As of June 30, 2025 there was no unrecognized compensation cost related to outstanding stock options, The aggregate intrinsic value of options outstanding and exercisable as of June 30, 2025 was $ 0 . During the three and six months ended June 30, 2025 and 2024, there were no options exercised. 20 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 16 – INCOME TAXES The Company utilizes the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. (a) United States (“US”) Gulf Resources, Inc. may be subject to the United States of America Tax laws at a tax rate of 21 %. No provision for the US federal income taxes has been made as the Company had no US taxable income for the three-month and six-month periods ended June 30, 2025 and 2024, and management believes that its earnings are permanently invested in the PRC. (b) British Virgin Islands (“BVI”) Upper Class Group Limited, a subsidiary of Gulf Resources, Inc., was incorporated in the BVI and, under the current laws of the BVI, it is not subject to tax on income or capital gain in the BVI. Upper Class Group Limited did not generate assessable profit for the three- month and six-month periods ended June 30, 2025 and 2024. (c) Hong Kong HKJI, a subsidiary of Upper Class Group Limited, was incorporated in Hong Kong and is subject to Hong Kong taxation on its activities conducted in Hong Kong and income arising in or derived from Hong Kong. No provision for income tax has been made as it has no taxable income for the three-month and six-month periods ended June 30, 2025 and 2024. The applicable statutory tax rates for the three-month and six-month periods ended June 30, 2025 and 2024 are 16.5 %. There is no dividend withholding tax in Hong Kong. (d) PRC Enterprise income tax (“EIT”) for SCHC, SYCI, SHSI and DCHC in the PRC is charged at 25 % of the assessable profits. The operating subsidiaries SCHC, SYCI, and DCHC are wholly foreign-owned enterprises (“FIE”) and SHSI incorporated in the PRC and are subject to PRC Local Income Tax Law. The PRC tax losses may be carried forward to be utilized against future taxable profit for ten years for High-tech enterprises and small and medium-sized enterprises of science and technology and for five years for other companies. Tax losses of the operating subsidiaries of the Company may be carried forward for five years. On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular 1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a FIE prior to January 1, 2008 to foreign investor(s) in 2008 will be exempted from withholding tax (“WHT”) while distribution of the profit earned by an FIE after January 1, 2008 to its foreign investor(s) shall be subject to WHT at 5% effective tax rate. 21 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 16 – INCOME TAXES – Continued As of June 30, 2025 and December 31, 2024, the accumulated distributable earnings under the Generally Accepted Accounting Principles (GAAP”) of PRC that are subject to WHT were $ 70,523,755 and $ 40,524,183 , respectively. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, as of June 30, 2025 and December 31, 2024, the Company has not recorded any WHT on the cumulative amount of distributable retained earnings of its foreign invested enterprises that are subject to WHT in China. As of June 30, 2025 and December 31, 2024, the unrecognized WHT were $ 4,477,604 and $ 1,078,743 , respectively. The Company’s income tax returns are subject to the various tax authorities’ examination. The federal, state and local authorities of the United States may examine the Company’s income tax returns filed in the United States for three years from the date of filing. The Company’s US income tax returns since 2016 are currently subject to examination. Inland Revenue Department of Hong Kong (“IRD”) may examine the Company’s income tax returns filed in Hong Kong for seven years from date of filing. For the years 2012 through 2019, HKJI did not report any taxable income. It did not file any income tax returns during these years except for 2014 and 2018. For companies which do not have taxable income, IRD typically issues notification to companies requiring them to file income tax returns once in every four years. The tax returns for 2014 and 2018 have been examined, and there is no Hong Kong Profits Tax was charged. The components of the income tax benefit from continuing operations are: SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE BENEFIT 2025 2024 2025 2024 Three-Month Period Ended June 30, Six-Month Period Ended June 30, 2025 2024 2025 2024 Current taxes – PRC $ — $ 33,224 $ — $ 33,224 Deferred tax – PRC entities — ( 1,241,334 ) — ( 2,511,394 ) Total Income tax benefits $ — $ ( 1,208,110 ) $ — $ ( 2,478,170 ) Significant components of the Company’s deferred tax assets and liabilities at June 30, 2025 and December 31, 2024 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES June 30, 2025 December 31, 2024 Deferred tax liabilities $ — $ — Deferred tax assets: Exploration costs 1,739,141 1,731,920 Allowance 421,291 729,731 Impairment of property plant and equipment 1,693,125 1,686,095 PRC tax losses 10,696,174 9,125,871 US federal net operating loss 1,737,880 1,661,464 Total deferred tax assets 16,287,611 14,935,081 Valuation allowance ( 16,287,611 ) ( 14,935,081 ) Net deferred tax asset $ — $ — Deferred tax assets consist of future reversals of existing taxable temporary differences and adequate future taxable income, exclusive of reversing deductible temporary differences. As of June 30, 2025 and 2024, valuation allowances were mainly provided against deferred tax assets caused by exploration costs and net operating loss where it was determined it was more likely than not that the benefits of the deferred tax assets will not be realized due to their continuous losses. The increase in valuation allowance for the three-month period ended June 30, 2025 is $ 268,713 . The decrease in valuation allowance for the three-month period ended June 30, 2024 is $ 42,555 . The increase in valuation allowance for the six-month period ended June 30, 2025 is $ 1,352,530 . The decrease in valuation allowance for the six-month period ended June 30, 2024 is $ 57,028 . There were no unrecognized tax benefits and accrual for uncertain tax positions as of June 30, 2025 and December 31, 2024 and no amounts accrued for penalties and interest for the three and six months ended June 30, 2025 and 2024. 22 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 17 – BUSINESS SEGMENTS ASC 280, Disclosures about Segments, of an Enterprise and Related Information, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise engaging in business activities from which they may earn revenues and incurred expenses, and about which separate financial information is available that is evaluated regularly by the chief operating decision-marker, or decision-making group( the “CODM”), in deciding how to allocate resources and assessing performance. The Company’s Chief Executive Officer (Mr. Xiaobin Liu) is determined as the CODM of the Company, Mr Liu measures the performance of each segment based on metrics of revenue and profit before taxes from operations and uses these results to evaluate the performance of, and to allocate resources to each of the segments. The Company has organized operations into four different business segments: (1) bromine, (2) crude salt, (3) chemical products, (4) natural gas. SCHEDULE OF SEGMENT REPORTING BY SEGMENT Three-Month Period Ended June 30, 2025 (Restated) Operating Segment Bromine * Crude Salt * Chemical Products Natural Gas Segment Total Corporate Total Net revenue (external customers) $ 7,676,374 $ 667,411 $ — $ — $ 8,343,785 $ — $ 8,343,785 Net revenue (intersegment) — — — — — — — Loss from operations before income tax benefit (expense) ( 134,041 ) ( 181,160 ) ( 348,203 ) ( 43,255 ) ( 706,659 ) ( 84,614 ) ( 791,273 ) Income tax benefit (expense) — — — — — — — Loss from operations after income tax benefit (expense) ( 134,041 ) ( 181,160 ) ( 348,203 ) ( 43,255 ) ( 706,659 ) ( 84,614 ) ( 791,273 ) Total assets 78,329,353 45,053,798 38,598,055 890,177 162,871,383 116,959 162,988,342 Depreciation and amortization 3,254,011 637,437 70,763 32,540 3,994,751 — 3,994,751 Capital expenditures — — — — — — — Three-Month Period Ended June 30, 2024 Bromine * Crude Salt * Chemical Products Natural Gas Segment Total Corporate Total Net revenue (external customers) $ 1,859,234 $ 523,935 $ — $ — $ 2,383,169 $ — $ 2,383,169 Net revenue (intersegment) — — — — — — — Income (loss) from operations before income tax benefit (expense) ( 4,662,586 ) 130,024 ( 339,254 ) ( 73,773 ) ( 4,945,589 ) ( 201,408 ) ( 5,146,997 ) Income tax benefit (expense) 1,162,252 ( 33,224 ) 79,082 — 1,208,110 — 1,208,110 Income (loss) from operations after income tax benefit (expense) ( 3,500,334 ) 96,800 ( 260,172 ) ( 73,773 ) ( 3,737,479 ) ( 201,408 ) ( 3,938,887 ) Total assets 90,430,154 47,346,898 54,185,082 1,837,520 193,799,654 126,372 193,926,026 Depreciation and amortization 4,446,605 181,775 68,314 33,560 4,730,254 — 4,730,254 Capital expenditures 28,923,642 31,602,571 — — 60,526,213 — 60,526,213 23 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 17 – BUSINESS SEGMENTS – Continued Six-Month Period Ended June 30, 2025 (Restated) Bromine * Crude Salt * Chemical Products Natural Gas Segment Total Corporate Total Net revenue (external customers) $ 9,158,243 $ 789,989 $ — $ — $ 9,948,232 $ — $ 9,948,232 Net revenue (intersegment) — — — — — — — Loss from operations before income tax benefit (expense) ( 3,508,547 ) ( 768,969 ) ( 710,095 ) ( 88,099 ) ( 5,075,710 ) ( 366,450 ) ( 5,442,160 ) Income tax benefit (expense) — — — — — — — Loss from operations after income tax benefit (expense) ( 3,508,547 ) ( 768,969 ) ( 710,095 ) ( 88,099 ) ( 5,075,710 ) ( 366,450 ) ( 5,442,160 ) Total assets 78,329,353 45,053,798 38,598,055 890,177 162,871,383 116,959 162,988,342 Depreciation and amortization 6,515,903 1,276,726 141,689 65,502 7,999,820 — 7,999,820 Capital expenditures — — — — — — — Six-Month Period Ended June 30, 2024 Bromine * Crude Salt * Chemical Products Natural Gas Segment Total Corporate Total Net revenue (external customers) $ 3,005,431 $ 640,606 $ — $ 44,194 $ 3,690,231 $ — $ 3,690,231 Net revenue (intersegment) — — — — — — — Income (loss) from operations before income tax benefit (expense) ( 9,445,401 ) 54,932 ( 654,078 ) ( 101,482 ) ( 10,146,029 ) ( 270,387 ) ( 10,416,416 ) Income tax benefit (expense) 2,360,323 ( 33,224 ) 151,071 — 2,478,170 — 2,478,170 Income (loss) from operations after income tax benefit (expense) ( 7,085,078 ) 21,708 ( 503,007 ) ( 101,482 ) ( 7,667,859 ) ( 270,387 ) ( 7,938,246 ) Total assets 90,430,154 47,346,898 54,185,082 1,837,520 193,799,654 126,372 193,926,026 Depreciation and amortization 8,899,655 363,666 136,671 67,319 9,467,311 — 9,467,311 Capital expenditures 28,923,642 31,602,571 — — 60,526,213 — 60,526,213 * Certain common production overheads, operating and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference to the average selling price and production volume of the respective segment until April 2022. Commencing May 2022, costs were assigned to the two subsidiaries (SCHC and SHSI) by independent accounting. 24 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 17 – BUSINESS SEGMENTS – Continued SCHEDULE OF SEGMENT COST Reconciliations 2025 (Restated) 2024 2025 (Restated) 2024 Three-Month Period Ended June 30, Six-Month Period Ended June 30, Reconciliations 2025 (Restated) 2024 2025 (Restated) 2024 Total segment operating loss $ ( 706,659 ) $ ( 4,945,589 ) $ ( 5,075,710 ) $ ( 10,146,029 ) Corporate costs ( 84,614 ) ( 201,408 ) ( 366,450 ) ( 270,387 ) Unrealized gain on translation of intercompany balance — — — — Loss from operations ( 791,273 ) ( 5,146,997 ) ( 5,442,160 ) ( 10,416,416 ) Interest income, net of expense ( 19,879 ) 9,977 ( 39,172 ) 21,207 Other expenses, net ( 3,212 ) — ( 3,212 ) ( 4,003 ) Loss on disposal of property, plant and equipment — ( 29,169,008 ) — ( 29,169,008 ) Loss before taxes $ ( 814,364 ) $ ( 34,306,028 ) $ ( 5,484,544 ) $ ( 39,568,220 ) The following table shows the major customer(s) (10% or more) for the three-month period ended June 30, 2025. BUSINESS SEGMENTS - SCHEDULE OF REVENUE BY MAJOR CUSTOMERS Number Customer Bromine (000’s) Crude Salt (000’s) Chemical Products (000’s) Total Revenue (000’s) Percentage of Total Revenue (%) 1 Shandong Morui Chemical Company Limited $ 1,132 $ 236 $ — $ 1,368 16.4 % 2 Shandong Brother Technology Limited Shouguang Weidong Chemical Company $ 1,016 $ 230 $ — $ 1,246 14.9 % 3 Limited Shandong Shouguangshen Runfa Marine $ 1,029 $ 202 $ — $ 1,231 14.7 % 4 Chemical Company Limited $ 1,032 $ — $ — $ 1,032 12.4 % The following table shows the major customer(s) (10% or more) for the six-month period ended June 30, 2025. Number Customer Bromine (000’s) Crude Salt (000’s) Chemical Products (000’s) Total Revenue (000’s) Percentage of Total Revenue (%) 1 Shandong Morui Chemical Company Limited $ 1,328 $ 294 $ — $ 1,622 16.3 % 2 Shandong Brother Technology Limited $ 1,209 $ 266 $ — $ 1,475 14.8 % 3 Shouguang Weidong Chemical Company Limited $ 1,226 $ 230 $ — $ 1,456 14.6 % 4 Shandong Shouguangshen Runfa MarineChemical Company Limited $ 1,227 $ — $ — $ 1,227 12.3 % The following table shows the major customer(s) (10% or more) for the three-month period ended June 30, 2024. Number Customer Bromine (000’s) Crude Salt (000’s) Chemical Products (000’s) Total Revenue (000’s) Percentage of Total Revenue (%) 1 Shandong Brother Technology Limited $ 192 $ 186 $ — $ 378 15.8 % 2 Shandong Morui Chemical Company Limited $ 221 $ 156 $ — $ 377 15.8 % 3 Shouguang Weidong Chemical Company Limited $ 192 $ 182 $ — $ 374 15.7 % The following table shows the major customer(s) (10% or more) for the six-month period ended June 30, 2024. Number Customer Bromine (000’s) Crude Salt (000’s) Chemical Products (000’s) Total Revenue (000’s) Percentage of Total Revenue (%) 1 Shandong Morui Chemical Company Limited $ 355 $ 219 $ — $ 574 15.5 % 2 Shandong Brother Technology Limited $ 325 $ 214 $ — $ 539 14.6 % 3 Shouguang Weidong Chemical Company Limited $ 327 $ 208 $ — $ 535 14.5 % NOTE 18 – CUSTOMER CONCENTRATION During the six-month period ended June 30, 2025, the Company sold 65.2 % of its products to its top five customers. As of June 30, 2025, amounts due from these customers were $ 2,207,307 . During the six-month period ended June 30, 2024, the Company sold 60 % of its products to its top five customers. As of June 30, 2024, amounts due from these customers were $ 1,063,926 . 25 GULF RESOURCES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2025 (Expressed in U.S. dollars) (UNAUDITED) NOTE 19 – MAJOR SUPPLIERS During the six-month period ended June 30, 2025 the Company purchased 100 % of its raw materials from its top four suppliers. As of June 30, 2025, amounts due to those suppliers were $ 380,812 . During the six-month period ended June 30, 2024 the Company purchased 100 % of its raw materials from its top three suppliers. As of June 30, 2024, amounts due to those suppliers were $ 132,606 . NOTE 20 – LOSS CONTINGENCIES On or about August 3, 2018, written decisions of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent respectively thereof. The Decisions challenged the land use of Factory nos. 2, 9, 7, 4, 8 and 10, respectively, and alleged, among other things, that SCHC had illegally occupied and used the land in the total area of approximately 52,674 square meter, on which Factory nos. 2, 9, 7, 4, 8 and 10 were built, respectively. The Written Decisions ordered SCHC, among other things, to return the land subject to the Written Decisions to its respective legal owner, restore the land to its original state, and demolish or confiscate all the buildings and facilities thereon and pay monetary penalty of approximately RMB 1.3 million ($184,000) in the aggregate. Each of the Written Decisions shall be executed within 15 days upon serving on SCHC. Additional interest penalty shall be imposed at a daily rate of 3% in the event that SCHC does not make the monetary penalty payment in a timely manner. Subsequently, the Bureau filed enforcement actions to the People’s Court of Shouguang City, Shandong Province (the “Court”), naming SCHC as enforcement respondent and alleged, among other things, that SCHC failed to perform its obligations under each of the Written Decisions within the specified timeframe. The enforcement proceedings sought court orders to enforce the Written Decisions. On May 5, 2019, written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 384, (2019) Lu 0783 Xing Shen No. 385, (2019) Lu 0783 Xing Shen No. 389, (2019) Lu 0783 Xing Shen No. 390, (2019) Lu 0783 Xing Shen No. 393, and (2019) Lu 0783 Xing Shen No. 394, respectively (together, the “Court Rulings”) were made by the Court in favor of the Bureau. The Court orders, among other relief, to enforce each of the Written Decisions, to return each subject land to its legal owners and demolish or confiscate the buildings and facilities thereon and restore the land to its original state within 10 days from the service of the Court Rulings on SCHC. The Court Rulings became enforceable immediately upon service on SCHC on May 5, 2019. In the last twenty years, to the Company’s knowledge, there were no government regulations requiring bromine manufacturers to obtain land use and planning approval document. As such, the Company believes most of the bromine manufacturers in Shouguang City do not have land use and planning approval documents and lease their land parcels from the village associations. They are facing the same issues in connection with land use and planning as the Company. To the Company’s knowledge, the local government has submitted its plan to solve the issues to higher authority and are waiting for approval from the higher authority. The Company is in the process of resolving the issues in connection with SCHC’s land use and planning diligently. The Company has been in discussions closely with the local government authorities with the help from Shouguang City Bromine Association to seek reliefs and, based on verbal confirmation by local government authorities, believes the administrative penalties imposed by the Bureau according to the Written Decisions are being re-assessed by local government authorities and may be revoked. Pursuant to a Written Application dated October 28, 2019 addressed to the Court by the Bureau, the Bureau withdrew its application for the enforcement proceedings regarding the administrative penalty imposed on Factory No. 7, Factory No. 8 and Factory No.10. Pursuant to a written decisions of administrative ruling captioned (2019) Lu 0783 Xing Shen No. 389 Zhi Yi, dated November 25, 2020, the Court orders to terminate the enforcement of the case captioned (2019) Lu 0783 Xing Shen No. 389. Production of Factory No.7 was allowed to resume in April 2019. The Company received a notification from the Shouguang City Government in February 2019 informing the Company that Factory No. 1, No. 4, No. 7 and No. 9 have passed inspection and were approved to resume operation. In addition, on August 28, 2019, the People’s Government of Shandong Province, issued a regulation titled “Investment Project Management Requirements of Chemical Companies in Shandong Province” permitting the construction of facilities on existing sites or infrastructure of bromine manufacturing and other chemical industry-related types of projects (clause 11 of section 3). The Company believes that the goal of the government is to standardize and regulate the industry and not to demolish the facilities or penalize the manufacturers. As of the date of this report, the Company has not been notified by the local government that it will take any measure to enforce the administrative penalties. Based on information known to date, the Company believes that it is remote that the Written Decisions or Court Rulings will be enforced within the expected timeframe and a material penalty or costs and expenses against the Company will result. However, there can be no assurance that there will not be any further enforcement action, the occurrence of which may result in further liabilities, penalties and operational disruption. In view of the above facts and circumstances, the Company believes that it is not necessary to accrue for any estimated losses or impairment as of June 30, 2025. 26 NOTE 21 - SUBSEQUENT EVENT The Company evaluated subsequent events through the date on which these condensed consolidated financial statements were available to be issued. On July 3, 2025, the Company filed a shelf registration statement covering up to $ 10,000,000 of common stock, preferred stock, and warrants, individually or in combination. The registration statement provides that any future offerings will be made pursuant to applicable prospectus supplements, which will set forth the specific terms of each offering and the manner of sale. Effective 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 November 4, 2025, the Company received a delist determination letter from Nasdaq staff stating that the Company had not regained compliance with the minimum bid price requirement by the November 3, 2025, deadline and that its securities would be scheduled for delisting from The Nasdaq Capital Market on November 11, 2025. The Company subsequently effected a one-for-ten reverse stock split on October 27, 2025, and filed an appeal with the Nasdaq Hearings Panel on November 7, 2025, and expects that these actions will enable it to regain compliance with Listing Rule 5550(a)(2) and continue trading on The Nasdaq Capital Market under the symbol “GURE” . On November 12, 2025, the Company issued a press release providing certain updates on its hearing 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 Monday, November 10, 2025, the Company’s common stock had maintained a closing bid price at or above $ 1.00 for more than ten consecutive trading days. 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 (the “Seller”), a company incorporated in the PRC and an indirect wholly owned subsidiary of the Company, entered into an equity transfer agreement (the “SPA”) with Shandong Rongyuan Pharmaceutical Co., Ltd. (the “Purchaser”) and Shouguang Yuxin Chemical Industry Co., Limited (the “Target Company”).Pursuant to the SPA, the Seller agreed to sell, and the Purchaser agreed to purchase, 100 % of the equity interests in the Target Company for an aggregate consideration of RMB 21.2 million (payable in instalments through 2028), subject to the terms and conditions set forth in the SPA (“Sale”). The Company’s board of directors (“Board”) reviewed the terms of the SPA, including the consideration, conditions and payment arrangements. The Board affirmed the Seller’s entry into the SPA and affirmed that the SPA and the transaction thereunder are fair to, and in the best interests of, the Company and its shareholders as a whole. On December 18, 2025, the Company announced that it had received the notification from the Shouguang Municipal People’s Government Office (the “Government of Shouguang City”) dated on December 15, 2025. To comply with the notice issued by the Government of Shouguang City, the Company expects to temporarily suspend the relevant operations in Shouguang City during the aforementioned period. On March 2, 2026, the Company announced that its relevant operations in Shouguang City had been resumed in compliance with the Notice. 27 On January 9, 2026, the Company filed a registration statement on Form S-8 (the “Registration Statement”) is filed by the Registrant for the purpose of registering (i) 103,378 common stocks of the Company, par value 0.0005 per share (the “Common Stocks”) issued under the Company’s 2019 Stock Incentive Plan (the “2019 Plan”), after giving effect of the 10-to-1 reserve stock split as previously announced on Form 8-K filed with SEC on October 22, 2025 and (ii) 200,000 Common Stocks issuable pursuant to the Company’s 2025 Stock incentive plan (the “2025 Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the Plan. Any common stocks covered by an award granted under the Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of common stocks that may be issued under the Plan. 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 . On June 25, 2026, Company received a written notice from Nasdaq (the “Extension Letter”) stating that it had accepted the Company’s plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”). Nasdaq granted the Company a plan period to regain compliance with the Rule. Unless otherwise defined herein, capitalized terms used in this current report on Form 8-K have the meanings given to them in the Previous Announcements (as defined below). (I) As previously reported in the current report on Forms 8-K (the “Previous Announcements”) filed on April 27, 2026 and May 29, 2026 with the Securities Exchange Commission by the Company, the Company announced that it received delinquency notifications from Nasdaq on April 23, 2026 and May 26, 2026 (the “Deficiency Letters”), due to the Company’s non-compliance with the Rule as a result of the Company’s failure to timely file its annual report on Form 10-K (the “Form 10-K”) for the period ended December 31, 2025 and its quarterly report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q” and together with the “Form 10-K”, the “Delinquent Reports”), respectively. As of the date of this Form 8-K, the Company remains delinquent in filing its Delinquent Reports. (II) The Company submitted a plan to the Nasdaq Listing Qualification (the “Staff”) to regain compliance (the “Compliance Plan”) with the Nasdaq Requirements on June 17, 2026. Under the Extension Letter, the Company is required to file its delinquent Form 10-K and Form 10-Q by the applicable extended deadline to evidence compliance with the relevant Nasdaq requirements.The Extension Letter further provides that if the Company fails to evidence compliance upon filing the Delinquent Reports, Staff will notify the Company that its securities will be subject to delisting. (III)The previously received Deficiency Letters and the Extension Letter have no immediate effect on the listing or trading of the Company’s common stock on Nasdaq, subject to the Company’s continued compliance with the other applicable listing requirements. (IV)The Company is committed to taking the actions set forth in the plan and intends to use all reasonable efforts to regain compliance with the initiatives and conditions set forth in the Compliance Plan within the plan period. However, there is no assurance that the Company will be successful in regaining compliance with the Nasdaq Requirements within the planned period. Because the Company had not filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, Nasdaq notified the Company on August 28, 2026 that the Company had incurred an additional delinquency under Nasdaq Listing Rule 5250(c)(1) (the “Rule”). On August 28, 2026, the Company submitted an updated compliance plan to Nasdaq requesting additional time to file this Quarterly Report. On September 2, 2026, Nasdaq granted the Company an additional exception period and required the Company to file this Quarterly Report on or before October 12, 2026. Nasdaq stated that, if the Company failed to file this Quarterly Report by that date, Nasdaq Staff may provide written notification that the Company’s securities are subject to delisting. The Company may have the right to appeal a delisting determination to a Nasdaq Hearings Panel. There were no other subsequent events requiring recognition or disclosure in these condensed consolidated financial statements. 28 NOTE 22 – RESTATEMENT The Company restates its previously released unaudited condensed consolidated financial statements for the six months ended June 30, 2025, and incorporate them into the 2025 Quarterly Report “10-Q Form Report” (the “Restatement”). This restatement is due to the discovery of errors related to the reclassification of buildings without property ownership certificates in fixed assets . As the Company does not have property ownership certificates, the acquisition of the 20-year usage rights for this land, buildings, and salt pan conforms to the definition of a lease as stated in ASC 842. The Company revised the financial statements and accounted for these usage rights as leases in accordance with the provisions of ASC 842. The effects of the restatement on the consolidated balance sheet as of December 31, 2024, are summarized in the following table: SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS As Previously Reported Restatement Note As Restated December 31, 2024 As Previously Reported Restatement Note As Restated Current Assets Cash $ 10,075,162 — $ 10,075,162 Accounts receivable, net 564,523 — 564,523 Inventories, net 315,371 — 315,371 Prepayments and deposits, net 6,376,656 — 6,376,656 Amount due from related parties 25,040 — 25,040 Other receivables 94,074 — 94,074 Total current assets 17,450,826 — 17,450,826 Non-Current Assets Property, plant and equipment, net 136,143,177 ( 46,712,127 ) (b) 89,431,050 Finance lease right-of-use assets 76,868 45,078,420 (b) 45,155,288 Operating lease right-of-use assets 6,169,855 — 6,169,855 Prepaid land leases, net of current portion 9,615,269 — 9,615,269 Deferred tax assets, net — — — Total non-current assets 152,005,169 ( 1,633,707 ) 150,371,462 Total Assets 169,455,995 ( 1,633,707 ) 167,822,288 Liabilities and Stockholders’ Equity Current Liabilities Short-term bank borrowing Accounts payable and accrued expenses $ 14,323,458 ( 7,878,181 ) (c) $ 6,445,277 Taxes payable-current 113,999 — 113,999 Amount due to related parties 2,584,808 — 2,584,808 Finance lease liabilities, current portion 217,743 3,124,550 (c) 3,342,293 Operating lease liabilities, current portion 491,850 — 491,850 Total current liabilities 17,731,858 ( 4,753,631 ) 12,978,227 Non-Current Liabilities Finance lease liabilities, net of current portion 1,075,865 4,014,019 (c) 5,089,884 Operating lease liabilities, net of current portion 6,941,602 — 6,941,602 Long-term bank borrowing Total non-current liabilities 8,017,467 4,014,019 12,031,486 Total Liabilities 25,749,325 ( 739,612 ) 25,009,713 Commitment and Contingencies — — — Stockholders’ Equity PREFERRED STOCK; $ 0.001 par value; 1,000,000 shares authorized; none outstanding — — — COMMON STOCK; $ 0.0005 par value; 80,000,000 shares authorized; 1,120,145 shares issued; and 1,091,562 shares outstanding as of December 31, 2024 24,623 ( 24,063 ) (a) 560 Treasury stock; 28,583 shares as of December 31, 2024 at cost ( 1,372,673 ) — ( 1,372,673 ) Additional paid-in capital 101,688,262 24,063 (a) 101,712,325 Share to be issued 194,700 — 194,700 Retained earnings unappropriated 37,358,804 ( 964,920 ) (d) 36,393,884 Retained earnings appropriated 26,667,097 — 26,667,097 Accumulated other comprehensive loss ( 20,854,143 ) 70,825 (e) ( 20,783,318 ) Total Stockholders’ Equity 143,706,670 ( 894,095 ) 142,812,575 Total Liabilities and Stockholders’ Equity $ 169,455,995 ( 1,633,707 ) $ 167,822,288 29 The effects of the restatement on the consolidated balance sheet as of June 30, 2025 are summarized in the following table: As Previously Reported Restatement Note As Restated June 30, 2025 As Previously Reported Restatement Note As Restated Current Assets Cash $ 7,736,081 — $ 7,736,081 Accounts receivable, net 3,150,850 — 3,150,850 Inventories, net 515,013 — 515,013 Prepayments and deposits, net 8,743,324 — 8,743,324 Amount due from related parties 25,144 — 25,144 Other receivables 105,564 — 105,564 Total current assets 20,275,976 — 20,275,976 Non-Current Assets Property, plant and equipment, net 128,694,551 ( 45,357,425 ) (b) 83,337,126 Finance lease right-of-use assets 74,668 43,714,194 (b) 43,788,862 Operating lease right-of-use assets 5,937,515 — 5,937,515 Prepaid land leases, net of current portion 9,648,863 — 9,648,863 Deferred tax assets, net — — — Total non-current assets 144,355,597 ( 1,643,231 ) 142,712,366 Total Assets 164,631,573 ( 1,643,231 ) $ 162,988,342 Liabilities and Stockholders’ Equity Current Liabilities Accounts payable and accrued expenses $ 11,551,878 ( 4,788,640 ) (c) $ 6,763,238 Taxes payable-current 298,037 — 298,037 Amount due to related parties 2,589,489 — 2,589,489 Finance lease liabilities, current portion 188,550 — 188,550 Operating lease liabilities, current portion 162,134 — 162,134 Total current liabilities 14,790,088 ( 4,788,640 ) 10,001,448 Non-Current Liabilities Finance lease liabilities, net of current portion 891,801 4,109,591 (c) 5,001,392 Operating lease liabilities, net of current portion 6,734,859 — 6,734,859 Total non-current liabilities 7,626,660 4,109,591 11,736,251 Total Liabilities 22,416,748 ( 679,049 ) 21,737,699 Commitment and Contingencies — — — Stockholders’ Equity PREFERRED STOCK; $ 0.001 par value; 1,000,000 shares authorized; none outstanding — — — COMMON STOCK; $ 0.0005 par value; 80,000,000 shares authorized; 1,382,114 shares issued; and 1,353,531 shares outstanding as of June 30, 2025 25,934 ( 25,243 ) (a) 691 Treasury stock; 28,583 shares as of June 30, 2025 at cost ( 1,372,673 ) — ( 1,372,673 ) Additional paid-in capital 105,167,292 25,243 (a) 105,192,535 Retained earnings unappropriated 31,955,527 ( 1,046,187 ) (d) 30,909,340 Retained earnings appropriated 26,667,097 — 26,667,097 Accumulated other comprehensive loss ( 20,228,352 ) 82,005 (e) ( 20,146,347 ) Total Stockholders’ Equity 142,214,825 ( 964,182 ) 141,250,643 Total Liabilities and Stockholders’ Equity $ 164,631,573 ( 1,643,231 ) $ 162,988,342 The following descriptions of the restatement adjustments to the balance sheet excludes a description of adjustments previously identified and concluded as immaterial that were also corrected as part of the restatement. (a) The change in common stock and additional paid-in capital is due to the Company’s 1-for-10 reverse stock split on October 27, 2025. (b) As of December 31, 2024, in the fixed assets, the original value of the buildings subject to reclassification amounted to $ 68,476,868 . The Company reclassified them based on their acquisition methods. The self-built portion was reclassified as “leasehold improvements” in the property, plant and equipment, with an original value of $ 3,507,367 . The leased portion was reclassified as finance lease right-of-use assets, with an original value of $ 64,189,590 , accumulated amortization of $ 19,111,170 , and a net value of $ 45,078,720 . 30 As of June 30, 2025, in the fixed assets, the original value of the buildings and Construction in process subject to reclassification amounted to $ 66,899,438 . The Company reclassified them based on their acquisition methods. The self-built portion was reclassified as “leasehold improvements” in the property, plant and equipment, with an original value of $ 3,521,992 . The leased portion was reclassified as finance lease right-of-use assets, with an original value of $ 64,457,219 , accumulated amortization of $ 20,743,025 , and a net value of $ 43,714,194 . (c) The amount in accounts payable and accrued expenses was reclassified as finance lease liability relating to the salt pans. (d) Regarding the decrease in retained earnings unappropriated, the main reason was the increase in expenses. The increase in expenses is mainly due to the reclassification of the financial lease right-of-use asset. Previously, depreciation was calculated after deducting 5% residual value from the fixed assets, but now there is no residual value for amortization of finance lease right-of-use asset calculation. (e) The change in the accumulated other comprehensive loss represents the foreign currency translation differences in the financial statements. The effects of the restatement on the consolidated statement of operations income (loss) for the three months ended June 30, 2024, are summarized in the following table: SCHEDULE OF STATEMENT OF OPERATIONS INCOME (LOSS) As Previously Reported Restatement Note As Restated June 30, 2024 As Previously Reported Restatement Note As Restated NET REVENUE $ 2,383,169 — $ 2,383,169 OPERATING COSTS AND EXPENSE Cost of revenues ( 5,112,058 ) — ( 5,112,058 ) Sales and marketing expenses ( 13,633 ) — ( 13,633 ) Direct labor and factory overheads incurred during plant shutdown ( 1,714,503 ) — ( 1,714,503 ) General and administrative expenses ( 689,972 ) — ( 689,972 ) TOTAL OPERATING COSTS AND EXPENSE ( 7,530,166 ) — ( 7,530,166 ) LOSS FROM OPERATIONS ( 5,146,997 ) — ( 5,146,997 ) OTHER INCOME (EXPENSE) Interest expense ( 24,814 ) — ( 24,814 ) Interest income 34,791 — 34,791 Other expense, net — — — Loss on disposal of property, plant and equipment ( 29,169,008 ) — ( 29,169,008 ) TOTAL OTHER INCOME, NET ( 29,159,031 ) — ( 29,159,031 ) LOSS BEFORE INCOME TAXES ( 34,306,028 ) — ( 34,306,028 ) INCOME TAX EXPENSE 1,208,110 — 1,208,110 NET LOSS $ ( 33,097,918 ) — $ ( 33,097,918 ) COMPREHENSIVE LOSS: NET LOSS $ ( 33,097,918 ) — $ ( 33,097,918 ) OTHER COMPREHENSIVE (LOSS) INCOME - Foreign currency translation adjustments ( 849,254 ) — ( 849,254 ) TOTAL COMPREHENSIVE LOSS $ ( 33,947,172 ) — $ ( 33,947,172 ) BASIC AND DILUTED LOSS PER SHARE: $ ( 3.09 ) ( 27.23 ) (c) $ ( 30.32 ) BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES: $ 10,726,924 ( 9,635,362 ) (c) $ 1,091,562 31 The effects of the restatement on the consolidated statement of operations income (loss) for the three months ended June 30, 2025, are summarized in the following table: As Previously Reported Restatement Note As Restated June 30, 2025 As Previously Reported Restatement Note As Restated NET REVENUE $ 8,343,785 — $ 8,343,785 OPERATING COSTS AND EXPENSE Cost of revenues ( 7,357,130 ) ( 9,572 ) (a) ( 7,366,702 ) Sales and marketing expenses ( 14,802 ) — ( 14,802 ) Direct labor and factory overheads incurred during plant shutdown ( 727,774 ) — ( 727,774 ) General and administrative expenses ( 994,765 ) ( 31,015 ) (a) ( 1,025,780 ) TOTAL OPERATING COSTS AND EXPENSE ( 9,094,471 ) ( 40,587 ) ( 9,135,058 ) LOSS FROM OPERATIONS ( 750,686 ) ( 40,587 ) ( 791,273 ) OTHER INCOME (EXPENSE) Interest expense ( 21,674 ) — ( 21,674 ) Interest income 1,795 — 1,795 Other expenses, net ( 3,212 ) — ( 3,212 ) TOTAL OTHER INCOME, NET ( 23,091 ) — ( 23,091 ) LOSS BEFORE INCOME TAXES ( 773,777 ) ( 40,587 ) ( 814,364 ) INCOME TAX EXPENSE — — — NET LOSS $ ( 773,777 ) ( 40,587 ) $ ( 814,364 ) COMPREHENSIVE LOSS: NET LOSS $ ( 773,777 ) ( 40,587 ) $ ( 814,364 ) OTHER COMPREHENSIVE (LOSS) INCOME - Foreign currency translation adjustments 403,775 ( 15,725 ) (b) 388,050 TOTAL COMPREHENSIVE LOSS $ ( 370,002 ) ( 56,312 ) $ ( 426,314 ) BASIC AND DILUTED LOSS PER SHARE $ ( 0.06 ) ( 0.54 ) (c) $ ( 0.60 ) BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES: 13,346,618 ( 11,993,087 ) (c) 1,353,531 The following descriptions of the restatement adjustments to the statement of operations exclude a description of adjustments previously identified and concluded as immaterial they were also corrected as part of the restatement. (a) The increase in cost of revenue and general and administrative expenses were due to the reclassification of finance lease right-of-use asset. Previously, depreciation was calculated after deducting 5% residual value from the fixed assets, but now there is no residual value for amortization of finance lease right-of-use asset calculation. (b) The change in the accumulated other comprehensive loss represents the foreign currency translation differences in the financial statements. (c) The change in basic and diluted loss per share is due to the Company’s 1-for-10 reverse stock split on October 27, 2025. 32 The effects of the restatement on the consolidated statement of operations income (loss) for the six months ended June 30, 2024, are summarized in the following table: As Previously Reported Restatement Note As Restated June 30, 2024 As Previously Reported Restatement Note As Restated NET REVENUE $ 3,690,231 — $ 3,690,231 OPERATING COSTS AND EXPENSE Cost of revenues ( 7,231,903 ) — ( 7,231,903 ) Sales and marketing expenses ( 18,124 ) — ( 18,124 ) Direct labor and factory overheads incurred during plant shutdown ( 5,449,192 ) — ( 5,449,192 ) General and administrative expenses ( 1,407,428 ) — ( 1,407,428 ) TOTAL OPERATING COSTS AND EXPENSE ( 14,106,647 ) — ( 14,106,647 ) LOSS FROM OPERATIONS ( 10,416,416 ) — ( 10,416,416 ) OTHER INCOME (EXPENSE) Interest expense ( 49,644 ) — ( 49,644 ) Interest income 70,851 — 70,851 Other expense, net ( 4,003 ) — ( 4,003 ) Loss on disposal of property, plant and equipment ( 29,169,008 ) — ( 29,169,008 ) TOTAL OTHER INCOME, NET ( 29,151,804 ) — ( 29,151,804 ) LOSS BEFORE INCOME TAXES ( 39,568,220 ) — ( 39,568,220 ) INCOME TAX EXPENSE 2,478,170 — 2,478,170 NET LOSS $ ( 37,090,050 ) — $ ( 37,090,050 ) COMPREHENSIVE LOSS: NET LOSS $ ( 37,090,050 ) — $ ( 37,090,050 ) OTHER COMPREHENSIVE (LOSS) INCOME - Foreign currency translation adjustments ( 1,243,121 ) — ( 1,243,121 ) TOTAL COMPREHENSIVE LOSS $ ( 38,333,171 ) — $ ( 38,333,171 ) BASIC AND DILUTED LOSS PER SHARE $ ( 3.46 ) ( 30.52 ) (c) $ ( 33.98 ) BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES: $ 10,726,924 ( 9,635,362 ) (c) $ 1,091,562 33 The effects of the restatement on the consolidated statement of operations income (loss) for the six months ended June 30, 2025, are summarized in the following table: As Previously Reported Restatement Note As Restated June 30, 2025 As Previously Reported Restatement Note As Restated NET REVENUE $ 9,948,232 — $ 9,948,232 OPERATING COSTS AND EXPENSE Cost of revenues ( 8,951,400 ) ( 12,766 ) (a) ( 8,964,166 ) Sales and marketing expenses ( 19,855 ) — ( 19,855 ) Direct labor and factory overheads incurred during plant shutdown ( 3,953,582 ) — ( 3,953,582 ) General and administrative expenses ( 2,384,288 ) ( 68,501 ) (a) ( 2,452,789 ) TOTAL OPERATING COSTS AND EXPENSE ( 15,309,125 ) ( 81,267 ) ( 15,390,392 ) LOSS FROM OPERATIONS ( 5,360,893 ) ( 81,267 ) ( 5,442,160 ) OTHER INCOME (EXPENSE) Interest expense ( 43,396 ) — ( 43,396 ) Interest income 4,224 — 4,224 Other expenses, net ( 3,212 ) — ( 3,212 ) TOTAL OTHER INCOME, NET ( 42,384 ) — ( 42,384 ) LOSS BEFORE INCOME TAXES ( 5,403,277 ) ( 81,267 ) ( 5,484,544 ) INCOME TAX EXPENSE — — — NET LOSS $ ( 5,403,277 ) ( 81,267 ) $ ( 5,484,544 ) COMPREHENSIVE LOSS: NET LOSS $ ( 5,403,277 ) ( 81,267 ) $ ( 5,484,544 ) OTHER COMPREHENSIVE (LOSS) INCOME - Foreign currency translation adjustments 625,791 11,180 (b) 636,971 TOTAL COMPREHENSIVE LOSS $ ( 4,777,486 ) ( 70,087 ) $ ( 4,847,573 ) BASIC AND DILUTED LOSS PER SHARE: $ ( 0.43 ) ( 3.89 ) (c) $ ( 4.32 ) BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES: 12,520,613 ( 11,249,682 ) (c) 1,270,931 The following descriptions of the restatement adjustments to the statement of operations exclude a description of adjustments previously identified and concluded as immaterial they were also corrected as part of the restatement. (a) The increase in cost of revenue and general and administrative expenses were due to the reclassification of finance lease right-of-use asset. Previously, depreciation was calculated after deducting 5% residual value from the fixed assets, but now there is no residual value for amortization of finance lease right-of-use asset calculation. (b) The change in the accumulated other comprehensive loss represents the foreign currency translation differences in the financial statements. (c) The change in basic and diluted loss per share is due to the Company’s 1-for-10 reverse stock split on October 27, 2025. 34 The effects of the restatement on the consolidated statement of stockholders’ deficit for the three months ended June 30, 2024 are summarized in the following table: SCHEDULE OF CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT Restatement Reference Number of shares issued Number of shares outstanding Number of treasury stock Amount Treasury stock Additional paid-in capital Retained earnings unappropriated Retained earnings appropriated Accumulated other comprehensive Income (loss) Total Common stock Restatement Reference Number of shares issued Number of shares outstanding Number of treasury stock Amount Treasury stock Additional paid-in capital Retained earnings unappropriated Retained earnings appropriated Accumulated other comprehensive Income (loss) Total THREE MONTHS ENDED JUNE 30, 2024 (As Previously Reported) BALANCE AT MARCH 31, 2024 11,012,754 10,726,924 285,830 $ 24,623 $ ( 1,372,673 ) - $ 101,688,262 $ 92,302,124 $ 26,667,097 $ ( 18,447,136 ) $ 200,862,297 Restricted shares to be issued for service — — — — — — — — — — Acquisition of assets - Currency translation adjustment — — — — — — — — ( 849,254 ) ( 849,254 ) Net loss for three months June 30, 2024 — — — — — - — ( 33,097,918 ) — — ( 33,097,918 ) BALANCE AT JUNE 30, 2024 11,012,754 10,726,924 285,830 $ 24,623 $ ( 1,372,673 ) - $ 101,688,262 $ 59,204,206 $ 26,667,097 $ ( 19,296,390 ) $ 166,915,125 THREE MONTHS ENDED JUNE 30, 2024 (Restatement Impact) BALANCE AT MARCH 31, 2024 (a) ( 9,892,609 ) ( 9,635,362 ) ( 257,247 ) $ ( 24,063 ) $ — - $ 24,063 $ — $ — $ — $ — Restricted shares to be issued for service — — — — — — — — — — Currency translation adjustment — — — — — — — — — — Net loss for three months June 30, 2024 — — — — — - — — — — — BALANCE AT JUNE 30, 2024 (a) ( 9,892,609 ) ( 9,635,362 ) ( 257,247 ) $ ( 24,063 ) $ — - $ 24,063 $ — $ — $ — $ — THREE MONTHS ENDED JUNE 30 , 2024 (As Restated) BALANCE AT MARCH 31, 2024 1,120,145 1,091,562 28,583 $ 560 $ ( 1,372,673 ) - $ 101,712,325 $ 92,302,124 $ 26,667,097 $ ( 18,447,136 ) $ 200,862,297 Restricted shares to be issued for service — — — — — — — — — — Acquisition of assets Currency translation adjustment — — — — — — — — ( 849,254 ) ( 849,254 ) Net loss for three months June 30, 2024 — — — — — - — ( 33,097,918 ) — — ( 33,097,918 ) BALANCE AT JUNE 30, 2024 1,120,145 1,091,562 28,583 $ 560 $ ( 1,372,673 ) - $ 101,712,325 $ 59,204,206 $ 26,667,097 $ ( 19,296,390 ) $ 166,915,125 35 The effects of the restatement on the consolidated statement of stockholders’ deficit for the three months ended June 30, 2025 are summarized in the following table: Restatement Reference Number of shares issued Number of shares outstanding Number of treasury stock Amount Treasury stock Share to be issued Additional paid-in capital Retained earnings unappropriated Retained earnings appropriated Accumulated other comprehensive Income (loss) Total Common stock Restatement Reference Number of shares issued Number of shares outstanding Number of treasury stock Amount Treasury stock Share to be issued Additional paid-in capital Retained earnings unappropriated Retained earnings appropriated Accumulated other comprehensive Income (loss) Total THREE MONTHS ENDED JUNE 30, 2025 (As Previously Reported) BALANCE AT MARCH 31, 2025 13,632,448 13,346,618 285,830 $ 25,934 $ ( 1,372,673 ) $ — $ 105,167,292 $ 32,729,304 $ 26,667,097 $ ( 20,632,127 ) $ 142,584,827 Restricted shares to be issued for service — — — — — — — — — — — Currency translation adjustment — — — — — — — — — 403,775 403,775 Net loss for three months June 30, 2025 — — — — — — — ( 773,777 ) — — ( 773,777 ) BALANCE AT JUNE 30, 2025 13,632,448 13,346,618 285,830 $ 25,934 $ ( 1,372,673 ) $ — $ 105,167,292 $ 31,955,527 $ 26,667,097 $ ( 20,228,352 ) $ 142,214,825 THREE MONTHS ENDED JUNE 30, 2025 (Restatement Impact) BALANCE AT MARCH 31, 2025 (a)(b) ( 12,250,334 ) ( 11,993,087 ) ( 257,247 ) $ ( 25,243 ) $ — $ — $ 25,243 $ ( 1,005,600 ) $ — $ 97,730 $ ( 907,870 ) Restricted shares to be issued for service — — — — — — — — — — — Currency translation adjustment (c) — — — — — — — — — ( 15,725 ) ( 15,725 ) Net loss for three months June 30, 2025 (b) — — — — — — — ( 40,587 ) — — ( 40,587 ) BALANCE AT JUNE 30, 2025 (a)(b) ( 12,250,334 ) ( 11,993,087 ) ( 257,247 ) $ ( 25,243 ) $ — $ — $ 25,243 $ ( 1,046,187 ) $ — $ 82,005 $ ( 964,182 ) THREE MONTHS ENDED JUNE 30, 2025 (As Restated) BALANCE AT MARCH 31, 2025 1,382,114 1,353,531 28,583 $ 691 $ ( 1,372,673 ) $ — $ 105,192,535 $ 31,723,704 $ 26,667,097 $ ( 20,534,397 ) $ 141,676,957 Restricted shares to be issued for service — — — — — — — — — — — Currency translation adjustment — — — — — — — — — 388,050 388,050 Net loss for three months June 30, 2025 — — — — — — — ( 814,364 ) — — ( 814,364 ) BALANCE AT JUNE 30, 2025 1,382,114 1,353,531 28,583 $ 691 $ ( 1,372,673 ) $ — $ 105,192,535 $ 30,909,340 $ 26,667,097 $ ( 20,146,347 ) $ 141,250,643 The following descriptions of the restatement adjustments to the consolidated statement of stockholders’ deficit excludes a description of adjustments previously identified and concluded as immaterial the were also corrected as part of the restatement. (a) The change in common stock and additional paid-in capital is due to the Company’s 1-for-10 reverse stock split on October 27, 2025. (b) Regarding the decrease in retained earnings unappropriated, the main reason was that cost of revenue and general and administrative expenses increased. The increase of expenses was due to the reclassification of finance lease right-of-use asset. Previously, depreciation was calculated after deducting 5% residual value from the fixed assets, but now there is no residual value for amortization of finance lease right-of-use asset calculation. (c) The change in the accumulated other comprehensive loss represents the foreign currency translation differences in the financial statements. 36 The effects of the restatement on the consolidated statement of stockholders’ deficit for the six months ended June 30, 2024 are summarized in the following table: Restatement Reference Number of shares issued Number of shares outstanding Number of treasury stock Amount Treasury stock Additional paid-in capital Retained earnings unappropriated Retained earnings appropriated Accumulated other comprehensive Income (loss) Total Common stock Restatement Reference Number of shares issued Number of shares outstanding Number of treasury stock Amount Treasury stock Additional paid-in capital Retained earnings unappropriated Retained earnings appropriated Accumulated other comprehensive Income (loss) Total SIX MONTHS ENDED JUNE 30, 2024 (As Previously Reported) BALANCE AT DECEMBER 31, 2023 11,012,754 10,726,924 285,830 $ 24,623 $ ( 1,372,673 ) $ 101,688,262 $ 96,294,256 $ 26,667,097 $ ( 18,053,269 ) $ 205,248,296 Restricted shares to be issued for service — — — — — — — — — — Currency translation adjustment — — — — — — — — ( 1,243,121 ) ( 1,243,121 ) Net loss for six months June 30, 2024 — — — — — — ( 37,090,050 ) — — ( 37,090,050 ) BALANCE AT JUNE 30, 2024 11,012,754 10,726,924 285,830 $ 24,623 $ ( 1,372,673 ) $ 101,688,262 $ 59,204,206 $ 26,667,097 $ ( 19,296,390 ) $ 166,915,125 SIX MONTHS ENDED JUNE 30, 2024 (Restatement Impact) BALANCE AT DECEMBER 31, 2023 (a) ( 9,892,609 ) ( 9,635,362 ) ( 257,247 ) $ ( 24,063 ) $ — $ 24,063 $ — $ — $ — $ — Restricted shares to be issued for service — — — — — — — — — — Currency translation adjustment — — — — — — — — — — Net loss for six months June 30, 2024 — — — — — — — — — — BALANCE AT JUNE 30, 2024 (a) ( 9,892,609 ) ( 9,635,362 ) ( 257,247 ) $ ( 24,063 ) $ — $ 24,063 $ — $ — $ — $ — SIX MONTHS ENDED JUNE 30, 2024 (As Restated) BALANCE AT DECEMBER 31, 2023 1,120,145 1,091,562 28,583 $ 560 $ ( 1,372,673 ) $ 101,712,325 $ 96,294,256 $ 26,667,097 $ ( 18,053,269 ) $ 205,248,296 Restricted shares to be issued for service — — — — — — — — — — Currency translation adjustment — — — — — — — — ( 1,243,121 ) ( 1,243,121 ) Net loss for six months June 30, 2024 — — — — — — ( 37,090,050 ) — — ( 37,090,050 ) BALANCE AT JUNE 30, 2024 1,120,145 1,091,562 28,583 $ 560 $ ( 1,372,673 ) $ 101,712,325 $ 59,204,206 $ 26,667,097 $ ( 19,296,390 ) $ 166,915,125 37 The effects of the restatement on the consolidated statement of stockholders’ deficit for the six months ended June 30, 2025 are summarized in the following table: Restatement Reference Number of shares issued Number of shares outstanding Number of treasury stock Amount Treasury stock Share to be issued Additional paid-in capital Retained earnings unappropriated Retained earnings appropriated Accumulated other comprehensive Income (loss) Total Common stock Restatement Reference Number of shares issued Number of shares outstanding Number of treasury stock Amount Treasury stock Share to be issued Additional paid-in capital Retained earnings unappropriated Retained earnings appropriated Accumulated other comprehensive Income (loss) Total SIX MONTHS ENDED JUNE 30, 2025 (As Previously Reported) BALANCE AT DECEMBER 31, 2024 11,012,754 10,726,924 285,830 $ 24,623 $ ( 1,372,673 ) $ 194,700 $ 101,688,262 $ 37,358,804 $ 26,667,097 $ ( 20,854,143 ) $ 143,706,670 Restricted shares to be issued for service 2,619,694 2,619,694 — 1,311 — ( 194,700 ) 3,479,030 — — — 3,285,641 Acquisition of assets — — — — — — — — — — — Currency translation adjustment — — — — — — — — — 625,791 625,791 Net loss for six months June 30, 2025 — — — — — — — ( 5,403,277 ) — — ( 5,403,277 ) BALANCE AT JUNE 30, 2025 13,632,448 13,346,618 285,830 $ 25,934 $ ( 1,372,673 ) $ — $ 105,167,292 $ 31,955,527 $ 26,667,097 $ ( 20,228,352 ) $ 142,214,825 SIX MONTHS ENDED JUNE 30, 2025 (Restatement Impact) BALANCE AT DECEMBER 31, 2024 (a)(b) ( 9,892,609 ) ( 9,635,362 ) ( 257,247 ) $ ( 24,063 ) $ — $ — $ 24,063 $ ( 964,920 ) $ — $ 70,825 $ ( 894,095 ) Restricted shares to be issued for service (d) ( 2,563,694 ) ( 2,563,694 ) — ( 1,283 ) — — ( 3,088,258 ) — — — ( 3,089,541 ) Acquisition of assets (d) 205,969 205,969 — 103 — — 3,089,438 — — — 3,089,541 Currency translation adjustment (c) — — — — — — — — — 11,180 11,180 Net loss for six months June 30, 2025 (b) — — — — — — — ( 81,267 ) — — ( 81,267 ) BALANCE AT JUNE 30, 2025 (a)(b) ( 12,250,334 ) ( 11,993,087 ) ( 257,247 ) $ ( 25,243 ) $ — $ — $ 25,243 $ ( 1,046,187 ) $ — $ 82,005 $ ( 964,182 ) SIX MONTHS ENDED JUNE 30, 2025 (As Restated) BALANCE AT DECEMBER 31, 2024 1,120,145 1,091,562 28,583 $ 560 $ ( 1,372,673 ) $ 194,700 $ 101,712,325 $ 36,393,884 $ 26,667,097 $ ( 20,783,318 ) $ 142,812,575 Restricted shares to be issued for service 56,000 56,000 — 28 — ( 194,700 ) 390,772 — — — 196,100 Acquisition of assets 205,969 205,969 — 103 — — 3,089,438 — — — 3,089,541 Currency translation adjustment — — — — — — — — — 636,971 636,971 Net loss for six months June 30, 2025 — — — — — — — ( 5,484,544 ) — — ( 5,484,544 ) BALANCE AT JUNE 30, 2025 1,382,114 1,353,531 28,583 $ 691 $ ( 1,372,673 ) $ — $ 105,192,535 $ 30,909,340 $ 26,667,097 $ ( 20,146,347 ) $ 141,250,643 The following descriptions of the restatement adjustments to the consolidated statement of stockholders’ deficit excludes a description of adjustments previously identified and concluded as immaterial the were also corrected as part of the restatement. (a) The change in common stock and additional paid-in capital is due to the Company’s 1-for-10 reverse stock split on October 27, 2025. (b) Regarding the decrease in retained earnings unappropriated, the main reason was that cost of revenue and general and administrative expenses increased. The increase of expenses was due to the reclassification of finance lease right-of-use asset. Previously, depreciation was calculated after deducting 5% residual value from the fixed assets, but now there is no residual value for amortization of finance lease right-of-use asset calculation. (c) The change in the accumulated other comprehensive loss represents the foreign currency translation differences in the financial statements. (d) The amount originally classified as restricted shares to be issued for service was reclassified to acquisition of assets, as the shares were issued in connection with the asset acquisition. 38 The effects of the restatement on the consolidated statement of cash flows for the six months ended June 30, 2024, are summarized in the following table: SCHEDULE OF CONSOLIDATED STATEMENT OF CASH FLOWS As Previously Reported Restatement Note As Restated June 30, 2024 As Previously Reported Restatement Note As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 37,090,050 ) — $ ( 37,090,050 ) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization on capital lease 49,644 — 49,644 Depreciation and amortization 9,467,311 ( 627,482 ) (a) 8,839,829 Deferred tax asset ( 2,511,394 ) — ( 2,511,394 ) Stock-based compensation expense Amortization of operating lease right-of-use assets 440,030 — 440,030 Amortization of finance lease right-of-use assets — 627,482 (a) 627,482 Loss on disposal of property, plant and equipment 29,169,008 — 29,169,008 Accrued interest receivable Changes in assets and liabilities Accounts receivable 3,108,788 — 3,108,788 Inventories 160,396 — 160,396 Prepayment and deposits 68,895 — 68,895 Advance from customers ( 27,000 ) — ( 27,000 ) Other receivables ( 4,854 ) — ( 4,854 ) Accounts and other payable and accrued expenses ( 2,583,610 ) — ( 2,583,610 ) Taxes payable ( 315,782 ) — ( 315,782 ) Lease liabilities ( 753,231 ) — ( 753,231 ) Net cash used in operating activities ( 812,141 ) — ( 812,141 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment ( 60,526,213 ) 31,602,571 (d) ( 28,923,642 ) Loans to third parties Net cash used in investing activities ( 60,526,213 ) 31,602,571 ( 28,923,642 ) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of finance leases obligation ( 264,094 ) ( 31,602,571 ) (d) ( 31,866,665 ) Proceeds from long-term borrowing Proceeds from short-term borrowing Net cash used in financing activities ( 264,094 ) ( 31,602,571 ) ( 31,866,665 ) EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ( 253,907 ) — ( 253,907 ) NET DECREASE IN CASH AND CASH EQUIVALENTS ( 61,856,355 ) — ( 61,856,355 ) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 72,223,894 — 72,223,894 CASH AND CASH EQUIVALENTS - END OF YEAR $ 10,367,539 — $ 10,367,539 June 30, 2024 As Previously Reported Restatement Note As Restated SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for: Paid for taxes $ 886,928 — $ 886,928 Interest paid $ 49,644 — $ 49,644 39 The effects of the restatement on the consolidated statement of cash flows for the six months ended June 30, 2025, are summarized in the following table: As Previously Reported Restatement Note As Restated June 30, 2025 As Previously Reported Restatement Note As Restated CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 5,403,277 ) ( 81,267 ) (b) $ ( 5,484,544 ) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Amortization on capital lease 43,396 78,558 (a) 121,954 Depreciation and amortization 7,997,410 ( 1,546,829 ) (a) 6,450,581 Stock-based compensation expense 196,100 — 196,100 Amortization of operating lease right-of-use assets 435,102 — 435,102 Amortization of finance lease right-of-use assets — 1,549,239 (a) 1,549,239 Changes in assets and liabilities Accounts receivable ( 2,574,907 ) — ( 2,574,907 ) Inventories ( 197,631 ) — ( 197,631 ) Prepayment and deposits ( 2,331,871 ) — ( 2,331,871 ) Other receivables ( 11,447 ) — ( 11,447 ) Accounts and other payable and accrued expenses 268,175 — 268,175 Taxes payable 182,919 — 182,919 Lease liabilities ( 743,404 ) — ( 743,404 ) Net cash used in operating activities ( 2,139,435 ) ( 299 ) ( 2,139,734 ) CASH FLOWS FROM INVESTING ACTIVITIES Net cash used in investing activities — — — CASH FLOWS FROM FINANCING ACTIVITIES Repayment of finance leases obligation ( 260,997 ) — ( 260,997 ) Net cash provided by (used in) financing activities ( 260,997 ) — ( 260,997 ) EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS 61,351 299 (c) 61,650 NET DECREASE IN CASH AND CASH EQUIVALENTS ( 2,339,081 ) — ( 2,339,081 ) CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 10,075,162 — 10,075,162 CASH AND CASH EQUIVALENTS - END OF YEAR $ 7,736,081 — $ 7,736,081 June 30, 2025 As Previously Reported Restatement Note As Restated SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the year for: Paid for taxes $ 811,828 — $ 811,828 Interest paid $ 43,396 78,558 (a) $ 121,954 40 SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES The following descriptions of the restatement adjustments to the statement of cash flows excludes a description of adjustments previously identified and concluded as immaterial that were also corrected as part of the restatement. (a) This restatement is due to the reclassification of buildings without property ownership certificates in fixed assets. The Company reclassified them based on their acquisition methods. The self-built portion was reclassified as “leasehold improvements” in the property, plant and equipment. The leased portion was reclassified as finance lease right-of-use assets. (b) Regarding the increase in net loss, the main reason was that cost of revenue and general and administrative expenses increased. The increase in expenses was due to the reclassification of finance lease right-of-use asset. Previously, depreciation was calculated after deducting 5% residual value from the fixed assets, but now there is no residual value for amortization of finance lease right-of-use asset calculation. (c) The change in the accumulated other comprehensive loss represents the foreign currency translation differences in the financial statements. (d) Fixed assets without property ownership certificates have been reclassified as finance lease right-of-use assets, resulting in an amount of $ 31,602,571 . 41 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Cautionary Note Regarding Forward-Looking Statements The discussion below contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have used words such as “believes,” “intends,” “anticipates,” “expects” and similar expressions to identify forward-looking statements. These statements are based on information currently available to us and are subject to a number of risks and uncertainties that may cause our actual results of operations, financial condition, cash flows, performance, business prospects and opportunities and the timing of certain events to differ materially from those expressed in, or implied by, these statements. Except as expressly required by the federal securities laws, we undertake no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances, or for any other reason. Overview We are a Nevada holding company which conducts operations through our wholly-owned China-based subsidiaries. Our business is conducted and reported in four segments, namely, bromine, crude salt, chemical products and natural gas. Through our wholly-owned subsidiary, SCHC, we produce and trade bromine and SHSI for crude salt production and trading. We are one of the largest producers of bromine in China, as measured by production output. Elemental bromine is used to manufacture a wide variety of bromine compounds used in industry and agriculture. Bromine also is used to form intermediary chemical compounds such as Tetramethylbenzidine. Bromine is commonly used in brominated flame retardants, fumigants, water purification compounds, dyes, medicines and disinfectants. 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. Through our wholly-owned subsidiary, SYCI, we manufacture and sell chemical products 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. Our wholly-owned subsidiary, DCHC, was established to explore and develop natural gas and brine resources (including bromine and crude salt) in Sichuan Province, China. As disclosed in the Company’s Current Report on Form 8-K filed on September 8, 2017, the Company received, on September 1, 2017, letters from the Yangkou County, Shouguang City government addressed to each of its subsidiaries, SCHC and SYCI, 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 and environmental protection requirements. In the Company’s press release of August 11, 2017 and on its conference call of August 14, 2017, the Company addressed concerns that increased government enforcement of stringent environmental rules that were adopted in early 2017 to insure corporations bring their facilities up to necessary standards so that pollution and other negative environmental issues are limited and remediated, could have an impact on our business in both the short and long-term. The Company also expressed that although it believed its facilities were fully compliant at the time, the Company did not know how its facilities would fare under the new rules. Teams of inspectors from the government were sent to many provinces to inspect all mining and manufacturing facilities. The local government requested that facilities be closed, so that the facilities could undergo the inspection and analysis in the most efficient manner by inspectors’ team. As a result, our facilities were closed on September 1, 2017. The Company believes that this is another step by the government to improve the environment. It further believes the goal of the government is not to close all plants, but rather to codify the regulations related to project approval, land use, planning approval and environmental protection assessment approval so that illegal plants are not able to open in the future and so that plants close to population centers do not cause serious environmental damage. In addition, the Company believes that the Shandong provincial government wants to assure that each of its regional and county governments has applied the Notice in a consistent manner. The Shouguang City Bromine Association, on behalf of all the bromine plants in Shouguang, started discussions with the local government agencies. The local governmental agencies confirmed the facts that their initial requirements for the bromine industry did not include the project approval, the planning approval and the land use rights approval and that those three additional approvals were new requirements of the provincial government. The Company understood from the local government that it has been coordinating with several government agencies to solve these three outstanding approval issues in a timely manner and that all the affected bromine plants willnot be allowed to commence production prior to obtaining those approvals. 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 had passed inspection and could resume operations. In April 2019, Factory No. 1 and No. 7 resumed operations. On February 28, 2020, the Company announced that it received an approval from the government to resume bromine production after winter temporary closure. Subsequently, it 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. With these two approvals, the Company was allowed to resume production at all four bromine factories. The Company received an oral notification from the government for its Factory No. 8, which permitted Factory No.8 to resume production in August 2022. Factory No.8 started to contribute revenue in the fourth quarter 2022. 42 Pursuant to the notification from the government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December 10, 2022 until February 1, 2023 8:00 AM China Time. To comply with such notification, the Company had temporarily stopped production at its bromine facilities during the aforesaid period and reopened the operating bromine and crude salt factories in February, 2023 as planned. The Company is still waiting for governmental approval for factories No. 2 and No. 10. To its knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, the Company may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories in order to satisfy the local government’s requirements. On November 24, 2017, Gulf Resources received a letter from the People’s Government of Yangkou County, Shouguang City notifying the Company that due to the new standards and regulations relating to safety production and environmental pollution, from certain local governmental departments, such as the municipal environmental protection department, the security supervision department and the fire department, its chemical enterprises would have to be relocated to a new industrial park called Bohai Marine Fine Chemical Industry Park. Although our chemical companies were in compliance with regulations, they were also close to a residential area. As a result, the government determined we should relocate to the Bohai park. Chemical companies that are not being asked to move into the park are being permanently closed. Since our factories closed, the Company has secured from the government the land use rights for its chemical plant. On January 6, 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020. The construction was expected to take approximately one year and an additional six months to complete the equipment installation and testing, however due to the COVID epidemic and electrical restrictions, the opening of the chemical factory has been delayed. [The Company has received the refrigeration and air compressor units. On July 26, 2023, the Company announced that the delivery of the remaining equipment for its Yuxin chemical factory has been temporarily delayed and to review its chemical products strategy. In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in Sichuan Province and commenced trial production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town ,Daying County, Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals have been received, the Company has to temporarily halt trial production at its natural gas well in Daying. In compliance with the Chinese government new policies, the Company is also required to obtain an exploration license and a mining license for bromine and natural gas, respectively. 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 the natural gas production. The Company plans to proceed with its applications for the natural gas and brine project approvals with related government departments until after the governmental planning has been finalized the land and resource planning for Sichuan Province. In April 2022, Shouguang Hengde Salt Industry Co. Ltd (“SHSI”), our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading. On January 28, 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. Recent Developments Acquisition Agreements In June 2024, a wholly owned subsidiary of the Company, Shouguang Hengde Salt Industry Co. Ltd ( “SHSI”) entered into crude salt field acquisition agreements with Shouguang Qingshuibo Farm Co., LTD. (“Seller A”), Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative (“Seller B”), Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative (“Seller C”), Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative (“Seller D”), and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative (“Seller E”), respectively, as amended in December 2024. A summary of these agreements are set forth below: On June 26, 2024, SHSI entered into an acquisition agreement with Seller A, pursuant to which Seller A agrees to transfer to SHSI, and SHSI agrees to purchase, 2,380,000 square meters of crude salt field (including the land lease fee) for RMB54.40 per square meter, with the total transfer price of RMB129,472,000. The term of transfer is from June 29, 2024 to June 28, 2044. 80% of the transfer price shall be paid upon the execution of the agreement, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of the agreement after SHSI has inspected the and accepted the crude salt field in writing. Subsequently, on December 17, 2024, the parties entered into an amendment to the agreement, pursuant to which the Article 2.2 of the agreement has been amended as follows: eighty percent (80%) of the total amount, equaling RMB103,577,600 had been paid on the date of signing the contract by both parties. The remaining RMB25,894,400 shall be paid in a combination of common stock of the Company and cash as follows: (1) RMB10,357,800 shall be paid in shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by the Company to Seller A or Seller A’s designated parties within three months after SHSI has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash before December 31, 2028. 43 On June 27, 2024, SHSI entered into an acquisition agreement with each Seller B, Seller C, Seller D and Seller E, respectively, pursuant to which the sellers agreed to transfer to SHSI, and SHSI agrees to purchase from the sellers, 750,000, 804,000, 385,000, and 822,000 square meters of crude salt field (including the land lease fee) for RMB54.10, RMB54.90, RMB54.00, and RMB55.70 per square meter, respectively, with the total transfer price of RMB40,575,000, RMB44,139,600, RMB20,790,000, and RMB45,785,400, respectively. The term of transfers is from June 29, 2024 to June 28, 2044. 80% of the transfer price shall be paid upon the execution of the agreements, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of the agreements after SHSI has inspected the and accepted the crude salt fields in writing. On December 17, 2024, SHSI entered into an amendment to the acquisition agreement with Seller B, pursuant to which the Article 2.2 of the agreement has been amended as follows: (80%) of the total amount, equaling RMB32,460,000 had been paid on the date of signing the contract by both parties. The remaining RMB8,115,000 shall be paid in a combination of common stock of the Company and cash as follows: (1) RMB3,246,000 shall be paid in shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by the Company to Seller B or Seller B’s designated parties within three months after SHSI has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash before December 31, 2028. On December 17, 2024, SHSI entered into an amendment to the acquisition agreement with Seller C, pursuant to which the Article 2.2 of the agreement has been amended as follows: Eighty percent (80%) of the total amount, equaling RMB35,311,680 had been paid on the date of signing the contract by both parties. The remaining RMB8,827,920 shall be paid in a combination of common stock of the Company and cash as follows: (1) RMB3,531,168 shall be paid in shares, calculated on a per share price of US$1.5 per, using the exchange rate RMB/US$:7.27. These shares shall be issued by the Company to Seller C or Seller C’s designated parties within three months after SHSI has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash before December 31, 2028. On December 17, 2024, SHSI entered into an amendment to the acquisition agreement with Seller D, pursuant to which the Article 2.2 of the agreement has been amended as follows: Eighty percent (80%) of the total amount, equaling RMB 16,632,000 had been paid on the date of signing the contract by both parties. The remaining RMB 4,158,000 shall be paid in a combination of common stock of the Company and cash as follows: (1) RMB1,663,200 shall be paid in shares, calculated on a per share price ofUS$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by the Company to Seller D or Seller D’s designated parties within three months after SHSI has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash before December 31, 2028. On December 17, 2024, SHSI entered into an amendment to the acquisition agreement with Seller E, pursuant to which the Article 2.2 of the agreement has been amended as follows: Eighty percent (80%) of the total amount, equaling RMB36,628,320 had been paid on the date of signing the contract by both parties. The remaining RMB9,157,080 shall be paid in a combination of common stock of the Company and cash as follows: (1) RMB3,662,832 shall be paid in shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by the Company to Seller E or Seller E’s designated party within three months after SHSI has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by SHSI to Seller E before December 31, 2028. 44 In accordance to each amendment, the parties also acknowledged and agreed that, in compliance with the Nasdaq Listing Rule 5635, the issuance of shares pursuant to the agreement may not exceed 19.9% of the total outstanding shares of common stock of the Company prior to the issuance of the shares (the “19.9% Threshold”), unless such issuance is approved by the shareholders of the Company in accordance with the Nasdaq rules and regulations. SHSI shall cause the Company to take all necessary steps to obtain such shareholder approval if the issuance of shares under the agreement exceeds the 19.9% Threshold. On December 30, 2024, SHSI and each of the sellers mutually acknowledged and confirmed that the salt land provided by each seller meets the acquisition criteria, is in the anticipated usable condition, and has been accepted and handed over to SHSI. On February 28, 2025, the transactions as contemplated by the acquisition agreements were closed. On the closing date, the Company issued a total of 2,059,694 shares of the Company’s common stock at a price of $1.50 per share, to five individuals, who are citizens residing in the People’s Republic of China, designated by each seller. Nasdaq Compliance 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 request for a second 180-calendar day period, or until November 3, 2025 (the “Second Compliance Period”), to regain compliance with the $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). To regain compliance with such minimum price requirement, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. The transfer of the listing of the Common Stocks from The Nasdaq Global Select Market to The Nasdaq Capital Market took effect with the open of business on May 8, 2025. The transfer is not expected to impact trading in the Common Stocks, which will continue to trade on Nasdaq under the symbol “GURE.” 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 Market. As noted above, the Staff approved the Company’s transfer application on May 6, 2025. 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 S tock s 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 of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary. 45 Our current corporate structure chart is set forth in the following diagram: As a result of our acquisitions of SCHC and SYCI, our historical financial statements and the information presented below reflects the accounts of SCHC, SYCI, SHSI and DCHC. The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report. 46 RESULTS OF OPERATIONS The following table presents certain information derived from the condensed consolidated statements of operations, cash flows and stockholders’ equity for the three-month and six-month periods ended June 30, 2025 and 2024. Comparison of the Three-Month Periods Ended June 30, 2025 and 2024 Three-Month Period Ended June 30, 2025 (Restated) Three-Month Period Ended June 30, 2024 Percent Change Increase/ (Decrease) Net revenue $ 8,343,785 $ 2,383,169 250 % Cost of revenue (7,366,702 ) (5,112,058 ) 44 % Gross profit (loss) 977,083 (2,728,889 ) 136 % Sales and marketing expenses (14,802 ) (13,633 ) 9 % Direct labor and factory overheads incurred during plant shutdown (727,774 ) (1,714,503 ) (58 )% General and administrative expenses (1,025,780 ) (689,972 ) 49 % Loss from operations (791,273 ) (5,146,997 ) (85 )% Interest expense (21,674 ) (24,814 ) (13 )% Interest income 1,795 34,791 (95 )% Other expense, net (3,212 ) — — Loss on disposal of property, plant and equipment — (29,169,008 ) (100 )% Loss before taxes (814,364 ) (34,306,028 ) (98 )% Income tax benefit — 1,208,110 (100 )% Net Loss $ (814,364 ) $ (33,097,918 ) (98 )% Net Loss of $814,364 for the three-month periods ended June 30, 2025 was mainly attributable to increased general and administrative expenses. Net Loss of $33,097,918 for the three-month periods ended June 30, 2024 was mainly attributable to decreased sales and reduced margins. The company also suffered a loss of $29,169,008 on retirement of fixed assets. Net Revenue. The table below shows the changes in net revenue in the respective segment of the Company for the three-month period ended June 30, 2025 as compared to the same period in 2024: Net Revenue by Segment Percent Change Three-Month Period Ended June 30, 2025 Three-Month Period Ended June 30, 2024 of Increase Net Revenue Segment % of total % of total Bromine $ 7,676,374 92 % $ 1,859,234 78 % 313 % Crude Salt 667,411 8 % 523,935 22 % 27 % Chemical Products — — — — — Natural Gas — — — — — Total sales $ 8,343,785 100 % $ 2,383,169 100 % 250 % Three-Month Period Ended Percentage Change Increase Bromine and crude salt segments product sold in tonnes June 30, 2025 June 30, 2024 (Decrease) Bromine 1,972 782 152 % Crude Salt 25,934 24,852 4 % 47 Bromine segment For the three-month periods ended June 30, 2025 and 2024, the net revenue for the bromine segment was $7,676,374 and $1,859,234, respectively. The increase of the net revenue of bromine was due to a increase in selling prices and tonnes sold of bromine in the second quarter of 2025. The sale price of bromine in the second quarter of 2025 was 64% higher than in the second quarter of 2024, and the quantity sold was 152% higher than in the second quarter of 2024. Crude salt segment For the three-month periods ended June 30, 2025 and 2024, the net revenue for the crude salt segment was $667,411 and $523,935, respectively. The increase of net revenue of crude salt was mainly due to 22% increase in average selling price of crude salt for the three-month period ended June 30, 2025. Chemical products segment For the three-month periods ended June 30, 2025 and 2024, the net revenue for the chemical products segment was $0 due to the closure of our chemical factories since September 1, 2017. Natural g as segment For the three-month periods ended June 30, 2025 and 2024, the net revenue for the natural gas segment was $0. Cost of Revenue Cost of Revenue by Segment Percent Change of Three-Month Period Ended Three-Month Period Ended Cost of June 30, 2025 (Restated) June 30, 2024 Revenue Segment % of total % of total Bromine $ 7,017,116 95 % $ 4,729,059 93 % 48 % Crude Salt 349,586 5 % 382,999 7 % (9 )% Chemical Products — — — — — Natural Gas — — — — — Total $ 7,366,702 100 % $ 5,112,058 100 % 44 % Cost of revenue reflects mainly the raw materials consumed and the direct salaries and benefits of staff engaged in the production process, electricity, depreciation and amortization of manufacturing plant and machinery and other manufacturing costs. Our cost of revenue was $7,366,702 for the three-month period ended June 30, 2025, an increase of $2,254,644 (or 44%) as compared to the same period in 2024 due to the increase of net revenue by 250% for the three-month period ended June 30, 2025 as compared to the same period in 2024 . 48 Bromine production capacity and utilization of our factories The table below represents the annual capacity and utilization ratios for all of our bromine producing properties: Annual Production Capacity (in tonnes) Utilization Ratio (i) Three-month period ended June 30, 2024 31,506 9 % Three-month period ended June 30, 2025 31,506 26 % Variance of the three-month periods ended June 30, 2025 and 2024 — 17 % (i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the periods divided by the annual production capacity in tonnes. Bromine segment For the three-month period ended June 30, 2025, the cost of revenue for the bromine segment was $7,017,116. For the three-month period ended June 30, 2024, the cost of revenue for the bromine segment was $4,729,059. The increase in costs is mainly due to the increase in sales volume. Crude salt segment For the three-month period ended June 30, 2025 the cost of revenue for the crude salt segment was $349,586. For the three-month period ended June 30, 2024 the cost of revenue for the crude salt segment was $382,999. The decrease in costs is mainly due to the lower average unit issue cost of raw salt. Chemical products segment Cost of revenue for our chemical products segment for the three-month periods ended June 30, 2025 and 2024 was $0. Natural g as segment Cost of revenue for our natural gas segment for the three-month periods ended June 30, 2025 and 2024 was $0. Gross Profit (Loss). Gross profit was $977,083, or 12%, of net revenue for the three-month period ended June 30, 2025, representing a increase of $3,705,972, as compared to a gross loss of $2,728,889, or 115%, of net revenue for the same period in 2024. Gross Profit (Loss) by Segment % Point Change Three-Month Period Ended Three-Month Period Ended of Gross June 30, 2025 (Restated) June 30, 2024 Profit (Loss) Margin Segment Gross Profit (Loss) Margin Gross Profit (Loss) Margin Bromine $ 659,258 9 % $ (2,869,825 ) (154 )% 163 % Crude Salt 317,825 48 % 140,936 27 % 21 % Chemical Products — — — — — Natural Gas — — — — — Total Gross Profit $ 977,083 12 % $ (2,728,889 ) (115 )% 126 % Bromine segment For the three-month period ended June 30, 2025, the gross profit margin for our bromine segment was 9%, compared to gross loss margin of 154% in the three-month period ended June 30, 2024. The increase in gross profit margin was primarily attributable to the higher average selling price of bromine of $3,892 per ton in the three-month period ended June 30, 2025 compared to $2,379 per ton in the three-month period ended June 30, 2024 and the number of sales was up 152% from the second quarter of 2024. 49 Crude salt segment For the three-month period ended June 30, 2025, the gross profit margin for our crude salt segment was 48%. For the three-month period ended June 30, 2024, the gross profit margin for our crude salt segment was 27%. For the three-month period ended June 30, 2025, the increase in the gross profit of crude salt was mainly due to a 22% increase in the average selling price of crude salt compared to the same period in 2024. Sales and Marketing Expenses. Sales and marketing expenses were $14,802 for the three-month period ended June 30, 2025, a increase of $1,169 (or 9%) as compared to $5,053 for the same period in 2024. Direct labor and factory overheads incurred during plant shutdown. On September 1, 2017, the Company received notification from the government of Yangkou County, Shouguang City of PRC that stated that production at all its bromine and crude salt and chemical factories should be halted with immediate effect in order for the Company to perform rectification and improvement in accordance with the county’s new safety and environmental protection requirements. 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 Bohai Park. As a result, direct labor and factory overhead costs (including depreciation of plant and machinery) in the amount of $727,774 and $1,714,503 incurred for the three-month periods ended June 30, 2025 and 2024, respectively, for the factories that have not resumed production were presented as part of the operating expenses. General and Administrative Expenses. General and administrative expenses were $1,025,780 for the three-month period ended June 30, 2025, representing an increase of $335,808 as compared to $689,972 for the same period in 2024. Loss from Operations. Loss from operations was $791,273 for the three-month period ended June 30, 2025, compared to loss from operations of $5,146,997 in the same period in 2024. Income (loss) from Operations by Segment Three-Month Period Ended June 30, 2025 (Restated) Three-Month Period Ended June 30, 2024 Segment: % of total % of total Bromine $ (134,041 ) 19 % $ (4,662,586 ) 94 % Crude Salt (181,160 ) 26 % 130,024 (3 %) Chemical Products (348,203 ) 49 % (339,254 ) 7 % Natural Gas (43,255 ) 6 % (73,773 ) 2 % loss from operations before corporate costs (706,659 ) 100 % (4,945,589 ) 100 % Corporate costs (84,614 ) (201,408 ) Loss from operations $ (791,273 ) $ (5,146,997 ) Bromine segment Loss from operations from our bromine segment was $134,041 for the three-month period ended June 30, 2025, compared to loss from operations of $4,662,586 in the same period in 2024. This decrease was due to a 152% increase in tonnes sold and a 64% increase in average selling price. Crude salt segment Loss from operations from our crude salt segment was $181,160 for the three-month period ended June 30, 2025, compared to income from operations of $130,024 in the same period in 2024. This is mainly due to the increase in amortization of salt pans. 50 Chemical products segment Loss from operations from our chemical products segment was $348,203 for the three-month period ended June 30, 2025, compared to loss from operations of $339,254 in the same period in 2024. Natural g as segment Loss from operations from our natural gas segment was $43,225 for the three -month period ended June 30, 2025, compared to a loss from operations of $73,773 in the same period in 2024. Interest Expenses. Interest expenses of $21,674 represented interest on finance lease for the three-month period ended June 30, 2025, a decrease of $3,140 as compared to the same period in 2024. Interest Income. Interest income of $1,795 mainly represented interest income from bank interest income for the three-month period ended June 30, 2025, a decrease of $32,996 as compared to the same period in 2024. Other Expense, net. For the three-month period ended June 30, 2025, other expense, net increased from $0 to $3,212 compared with the same period of 2024. Loss on disposal of property, plant and equipment. Loss on disposal of property, plant and equipment was $29,169,008 in the fiscal year 2024. In June 2024, considered the bromide well and transmission channel have been in use for many years, the Company conducted a site inspection and found that some wells and channels were seriously damaged by water seepage which in turn required write-off or new construction, and the write-off amount is $29,169,008. Net Loss. Net loss was $814,364 for the three-month period ended June 30, 2025, compared to a net loss of $33,097,918 in the same period in 2024. Comparison of the Six-Month Periods Ended June 30, 2025 and 2024 Six-Month Period Ended June 30, 2025 (Restated) Six-Month Period Ended June 30, 2024 Percent Change Increase/ (Decrease) Net revenue $ 9,948,232 $ 3,690,231 170 % Cost of revenue (8,964,166 ) (7,231,903 ) 24 % Gross profit (loss) 984,066 (3,541,672 ) 128 % Sales and marketing expenses (19,855 ) (18,124 ) 10 % Direct labor and factory overheads incurred during plant shutdown (3,953,582 ) (5,449,192 ) (27 )% General and administrative expenses (2,452,789 ) (1,407,428 ) 74 % Loss from operations (5,442,160 ) (10,416,416 ) (48 )% Interest expense (43,396 ) (49,644 ) (13 )% Interest income 4,224 70,851 (94 )% Other expense, net (3,212 ) (4,003 ) (20 )% Loss on disposal of property, plant and equipment — (29,169,008 ) (100 )% Loss before taxes (5,484,544 ) (39,568,220 ) (86 )% Income tax benefit — 2,478,170 (100 )% Net Loss $ (5,484,544 ) $ (37,090,050 ) (85 )% Net loss of $5,484,544 for the six-month periods ended June 30, 2025 was mainly attributable to increased general and administrative expenses. Net loss of $37,090,050 for the six-month periods ended June 30, 2024 was mainly attributable to decreased sales and reduced margins. The company also suffered a loss of $29,169,008 on retirement of fixed assets . 51 Net Revenue. The table below shows the changes in net revenue in the respective segment of the Company for the six-month period ended June 30, 2025 as compared to the same period in 2024: Net Revenue by Segment Percent Increase Six-Month Period Ended Six-Month Period Ended of Net June 30, 2025 June 30, 2024 Revenue Segment % of total % of total Bromine $ 9,158,243 92 % $ 3,005,431 81 % 205 % Crude Salt 789,989 8 % 640,606 18 % 23 % Chemical Products — — — — — Natural Gas — — 44,194 1 % (100 )% Total sales $ 9,948,232 100 % $ 3,690,231 100 % 170 % Six-Month Period Ended Percentage Change Bromine and crude salt segments product sold in tonnes June 30, 2025 June 30, 2024 Increase Bromine (excluding volume sold to SYCI) 2,375 1,233 93 % Crude Salt 30,667 28,924 6 % Bromine segment Net revenue from our bromine segment increased to $9,158,243 for the six-month period ended June 30, 2025 compared to $3,005,431 for the same period in 2024 due to the higher selling price of bromine and tonnes sold of bromine. Crude salt segment Net revenue from our crude salt segment increased to $789,989 for the six-month period ended June 30, 2025 compared $640,606 for the same period in 2024 due to the higher selling tonnes of crude salt. Chemical products segment For the six-month periods ended June 30, 2025 and 2024, the net revenue for the chemical products segment was $0 due to the closure of our chemical factories since September 1, 2017. Natural g as segment For the six-month periods ended June 30, 2025 and 2024, the net revenue for the natural gas segment was $0 and $44,194, respectively. The 100% decrease in revenue was primarily due to the expiration of contracts. Cost of Revenue Cost of Revenue by Segment % Change Six-Month Period Ended Six-Month Period Ended of Cost of June 30, 2025 (Restated) June 30, 2024 Revenue Segment % of total % of total Bromine $ 8,550,340 95 % $ 6,801,811 94 % 26 % Crude Salt 413,826 5 % 429,893 6 % (4 )% Chemical Products — — — — — Natural Gas — — 199 0 % (100 )% Total $ 8,964,166 100 % $ 7,231,903 100 % 24 % Cost of revenue reflects mainly the raw materials consumed-direct salaries and benefits of staff engaged in the production process, electricity, depreciation and amortization of manufacturing plant and machinery and other manufacturing costs. Our cost of revenue was $8,964,166 for six-month period ended June 30, 2025, representing a $1,732,263 (or 24%) increase compared to the six-month period ended June 30, 2024. The increase in costs was mainly due to a significant increase in sales volume. 52 Bromine production capacity and utilization of our factories The table below represents the annual capacity and utilization ratios for all of our bromine producing properties: Annual Production Capacity (in tonnes) Utilization Ratio (i) Six-month period ended June 30, 2024 31,506 4 % Six-month period ended June 30, 2025 31,506 15 % Variance of the six-month periods ended June 30, 2025 and 2024 — 11 % (i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the periods divided by the annual production capacity in tonnes. Bromine segment For the six-month period ended June 30, 2025, the cost of revenue for the bromine segment was $8,550,340. For the six-month period ended June 30, 2024, the cost of revenue for the bromine segment was $6,801,811. The increase in costs is mainly due to the increase in sales volume. Crude salt segment For the six-month period ended June 30, 2025, the cost of revenue for the crude salt segment was $413,826. For the six-month period ended June 30, 2024, the cost of revenue for the crude salt segment was $429,893. The decrease in costs is mainly due to the lower average unit issue cost of raw salt. Chemical products segment Cost of revenue for our chemical products segment for the six-month periods ended June 30, 2025 and 2024 was $0. Natural g as segment Cost of revenue for our natural gas segment for the six-month periods ended June 30, 2025 and 2024 was $0 and $199, respectively. Gross Profit (Loss). Gross profit was $984,066, or 10%, of net revenue for six-month period ended June 30, 2025 compared to a loss of $3,541,672, or 96%, of net revenue for the same period in 2024. Gross Profit (Loss) by Segment % Point Change Six-Month Period Ended Six-Month Period Ended of Gross June 30, 2025 (Restated) June 30, 2024 Profit Margin Segment Gross Profit (Loss) Margin Gross Profit (Loss) Margin Bromine $ 607,903 7 % $ (3,796,380 ) (126 )% 133 % Crude Salt 376,163 48 % 210,713 33 % 15 % Chemical Products — — — — — Natural Gas — — 43,995 100 % — Total Gross Profit (Loss) $ 984,066 10 % $ (3,541,672 ) (96 )% 106 % Bromine segment For the six-month period ended June 30, 2025, the gross profit margin for our bromine segment was 7%, compared to gross loss margin of 126% in the six-month period ended June 30, 2024. The increase in gross profit margin was primarily attributable to the higher average selling price of bromine of $3,857 per ton in the six-month period ended June 30, 2025 compared to $2,438 per ton in the six-month period ended June 30, 2024. 53 Crude salt segment For the six-month period ended June 30, 2025, the gross profit margin for our crude salt segment was 48%. For the six-month period ended June 30, 2024 the gross profit margin for our crude salt segment was 33%. For the six-month period ended June 30, 2025, the increase in the gross profit of crude salt compared to the six-month period ended June 30, 2024, was mainly due to a 6% increase in the sales volume of crude salt and an increase in its unit selling price. Chemical products segment For the six-month period ended June 30, 2025, the gross profit margin for our chemical segment was 0% due to the closure of our plant and factories to perform rectification and improvement. As a result, there were no chemical products for sale for the six-month period ended June 30, 2025. Natural g as segment Gross profit for our natural gas segment for the six-month periods ended June 30, 2025 and 2024 was $0 and $43,995 respectively. Sales and Marketing Expenses . Sales and marketing expenses were $19,855 for the six-month period ended June 30, 2025, an increase of $1,731 (or 10%) as compared to $18,124 for the same period in 2024. Direct labor and factory overheads incurred during plant shutdown On September 1, 2017, the Company received notification from the government of Yangkou County, Shouguang City of PRC that stated that production at all its bromine and crude salt and chemical factories should be halted with immediate effect in order for the Company to perform rectification and improvement in accordance with the county’s new safety and environmental protection requirements. 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 Bohai Park. As a result, direct labor and factory overhead costs (including depreciation of plant and machinery) in the amount of $3,953,582 and $5,449,192 incurred for the six-month periods ended June 30, 2025 and 2024, respectively, for the factories that have not resumed production were presented as part of the operating expense. General and Administrative Expenses. General and administrative expenses were $2,452,789 for the six-month period ended June 30, 2025, a increase of $1,045,361 (or 74%) as compared to $1,407,428 for the same period in 2024. Loss from Operations. Loss from operations was $5,442,160 for the six-month period ended June 30, 2025, compared to loss from operations of $10,416,416 in the same period in 2024. Loss from Operations by Segment Six-Month Period Ended June 30, 2025 (Restated) Six-Month Period Ended June 30, 2024 Segment: % of total % of total Bromine $ (3,508,547 ) 69 % $ (9,445,401 ) 93 % Crude Salt (768,969 ) 15 % 54,932 (1 %) Chemical Products (710,095 ) 14 % (654,078 ) 7 % Natural Gas (88,099 ) 2 % (101,482 ) 1 % Loss from operations before corporate costs (5,075,710 ) 100 % (10,146,029 ) 100 % Corporate costs (366,450 ) (270,387 ) Loss from operations before taxes $ (5,442,160 ) $ (10,416,416 ) Bromine segment Loss from operations from our bromine segment was $3,508,547 for the six-month period ended June 30, 2025, compared to an loss from operations of $9,445,401 in the same period in 2024. This decrease was due to a 93% increase in tonnes sold and a 58% increase in average selling price. Crude salt segment Loss from operations from our crude salt segment was $768,969 for the six-month period ended June 30, 2025, compared to an income from operations of $54,932 in the same period in 2024. The increase in operating losses was mainly due to the depreciation resulting from the new acquisition of crude salt assets in 2024. 54 Chemical products segment Loss from operations from our chemical products segment was $710,095 for the six-month period ended June 30, 2025, compared to a loss from operations of $654,078 in the same period in 2024. Natural g as segment Loss from operations from our natural gas segment was $88,099 for the six-month period ended June 30, 2025, compared to a loss from operations of $101,482 in the same period in 2024. Interest Expenses. Interest expenses of $43,396 represented and interest on finance lease for the six-month period ended June 30, 2025, a decrease of $6,248 as compared to the same period in 2024. Interest Income. Interest income of $4,224 mainly represented bank interest income for the six -month period ended June 30, 2025, a decrease of $66,627 as compared to the same period in 2024. Other Expense, net. For the six-month period ended June 30, 2025, other expense, net decreased from $4,003 to $3,212 compared with the same period of 2024. Loss on disposal of property, plant and equipment. Loss on disposal of property, plant and equipment was $29,169,008 in the fiscal year 2024. In June 2024, considered the bromide well and transmission channel have been in use for many years, the Company conducted a site inspection and found that some wells and channels were seriously damaged by water seepage which in turn required write-off or new construction, and the write-off amount is $29,169,008. Net Loss. Net loss was $5,484,544 for the six-month period ended June 30, 2025, compared to a net loss of $37,090,050 in the same period in 2024. LIQUIDITY AND CAPITAL RESOURCES As of June 30, 2025, cash and cash equivalents were $7,736,081 as compared to $10,075,162 as of December 31, 2024. The components of this decrease of $2,339,081 are reflected below. Statement of Cash Flows Six-Month Period Ended June 30, 2025 2024 Net cash used in operating activities $ (2,139,734 ) $ (812,141 ) Net cash used in investing activities — (28,923,642 ) Net cash used in financing activities (260,997 ) (31,866,665 ) Effects of exchange rate changes on cash and cash equivalents 61,650 (253,907 ) Net increase (decrease) in cash and cash equivalents $ (2,339,081 ) $ (61,856,355 ) For the six-month period ended June 30, 2025, we met our working capital and capital investment requirements by using cash on hand. Net Cash used in Operating Activities During the six-month period ended June 30, 2025, cash flow used in operating activities of approximately $2.14 million was mainly due to a net loss of $5.48 million, an increase in accounts receivable of $2.57 million, an increases in prepayment and deposits of $2.33 million and offset by a non-cash adjustment related to depreciation and amortization of $6.45 million and amortization of finance lease right-of-use asset of 1.55 million. During the six-month period ended June 30, 2024, cash flow used in operating activities of approximately $0.8 million was mainly due to a net loss of $37.09 million, offset by depreciation and amortization expenses of $8.84 million and loss on disposal of equipment of $29.17 million. 55 Accounts receivable Cash collections on our accounts receivable had a major impact on our overall liquidity. The following table presents the aging analysis of our accounts receivable as of June 30, 2025 and December 31, 2024. June 30, 2025 December 31, 2024 % of total % of total Aged 1-30 days $ 3,150,850 100 % $ 419,581 74 % Aged 31-60 days — — 144,942 26 % Aged 61-90 days — — — — Aged 91-120 days — — — — Aged 121-150 days — — — — Aged 151-180 days — — — — Aged 181-210 days — — — — Aged 211-240 days — — — — Total $ 3,150,850 100 % $ 564,523 100 % The overall accounts receivable balance as of June 30, 2025 increased by $2,586,327, as compared to those of December 31, 2024. We have policies in place to ensure that sales are made to customers with an appropriate credit history. We perform ongoing credit evaluations on the financial condition of our customers. Inventories Our inventory consists of the following: June 30, 2025 December 31, 2024 % of total % of total Raw materials $ 37,545 7 % $ 10,610 3 % Finished goods 477,468 93 % 304,761 97 % Total $ 515,013 100 % $ 315,371 100 % The net inventory level as of June 30, 2025 increased by $199,642 (or 63%), as compared to the net inventory level as of December 31, 2024. The increase in inventory is due to the growth in current sales volume. 56 Raw materials increased by $26,935 as of June 30, 2025 as compared to December 31, 2024. Our finished goods increased by $172,707 as of June 30, 2025 as compared to December 31, 2024. Net Cash Used in Investing Activities We have no investing activities for the six-month period ended June 30, 2025 . During the six months ended June 30, 2024, we used approximately $28.92 million for purchase of fixed assets. Net Cash Used in Financing Activities. For the six-month period ended June 30, 2025, we used $0.3 million to fulfil finance lease obligations. For the six-month period ended June 30, 2024, net cash used in financing activities was $31.87 million, which was used for the principal payment for obligations under finance leases. We believe that our available funds and cash flow generated from operations will be sufficient to meet our anticipated ongoing operating needs and our obligations as they fall due in the next twelve (12) months. We had available cash of approximately $7.74 million on June 30, 2025, all which is in highly liquid current deposits earning no or little interest. We do not anticipate paying cash dividends in the foreseeable future. We intend to continue to focus our efforts on the activities of SCHC, SYCI, SHSI and DCHC as these segments continue to expand within the Chinese market. We may not be able to identify, successfully integrate or profitably manage any business or business segment we may acquire, or any expansion of our business. An expansion may involve a number of risks, including possible adverse effects on our operating results, diversion of management’s attention, inability to retain key personnel, risks associated with unanticipated events, and the financial statement effect of potential impairment of acquired intangible assets, any of which could have a materially adverse effect on our condition and results of operations. In addition, if competition for acquisition candidates or operations were to increase, the cost of acquiring businesses could increase materially. We may effect an acquisition with a target business which may be financially unstable, under-managed, or in its early stages of development or growth. Our inability to implement and manage our expansion strategy successfully may have a material adverse effect on our business and future prospects. Contractual Obligations and Commitments We have no significant contractual obligations not fully recorded on our consolidated balance sheets or fully disclosed in the notes to our consolidated financial statements. Additional information regarding our contractual obligations and commitments on June 30, 2025 is provided in the notes to our consolidated financial statements. See “Notes to Condensed Consolidated Financial Statements.” Material Off-Balance Sheet Arrangements We do not currently have any off-balance sheet arrangements falling within the definition of Item 303(a) of Regulation S-K. Critical Accounting Policies and Estimates Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. We have identified the following critical accounting policies and estimates used by us in the preparation of our financial statements: accounts receivable and allowance for doubtful accounts, inventories and allowance for obsolescence, assets retirement obligation, property, plant and equipment, recoverability of long-lived assets, mineral rights, leases, revenue recognition, income taxes, and loss contingencies. These policies and estimates are described in the Company’s Form 10-Q for the six months ended June 30, 2025. Item 3. Quantitative and Qualitative Disclosures About Market Risk Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1). 57 Item 4. Controls and Procedures The four paragraphs below constitute the complete amended Item 4 and may be substituted directly for the corresponding disclosure in the Original Report. (a) Evaluation of Disclosure Controls and Procedures We maintain “disclosure controls and procedures,” as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and, in reaching a reasonable level of assurance, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. We have carried out an evaluation, as required by Rule 13a-15(d) under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level because the material weaknesses in our internal control over financial reporting described in Item 4(b) below had not been remediated as of June 30, 2025. As described in Item 4(b), those material weaknesses relate to (i) insufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP, (ii) ineffective oversight of our financial reporting and internal control by those charged with governance, and (iii) inadequate design of internal control over the preparation of the financial statements being audited. Those deficiencies affected our ability to accumulate and communicate information to our management, including our Chief Executive Officer and Chief Financial Officer, on a timely basis so as to permit timely decisions regarding required disclosure. Notwithstanding the conclusion described above, our management believes, based on the procedures described below and the additional procedures we performed in connection with the preparation of this Amendment, that the consolidated financial statements and other financial information included in our Quarterly Report on Form 10-Q for the three months period ended June 30, 2025 fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented. Since the material weaknesses described above were identified, our management has implemented, and continues to implement, the compensating measures and remediation actions described in Item 4(b) below. These measures are designed to provide additional assurance regarding the accuracy and completeness of our disclosures while the material weaknesses remain unresolved. These measures do not, and are not intended to, constitute a remediation of the material weaknesses, and management does not expect that they will prevent or detect all errors or all instances of fraud. (b) Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. 58 Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design safeguards into the process to reduce, though not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2025, due to the material weaknesses described below. In preparing our consolidated financial statements for the three months period ended June 30, 2025, our management identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the United States, and other significant deficiencies. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified are as follows: (i) insufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (ii) ineffective oversight of our financial reporting and internal control by those charged with governance; and (iii) inadequate design of internal control over the preparation of the financial statements being audited. These material weaknesses remained as of June 30, 2025. As a result of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements, errors or omissions. Remediation of Material Weaknesses. To remediate the material weaknesses identified above, we have undertaken, and will continue to undertake, steps to strengthen our internal control over financial reporting, including: (i) hiring additional qualified resources, including a financial controller equipped with relevant U.S. GAAP and SEC reporting experience and qualifications, to strengthen the financial reporting function and to establish a financial and system control framework; (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel; (iii) establishing effective oversight and clarifying reporting requirements for non-recurring and complex transactions to ensure that our consolidated financial statements and related disclosures are accurate, complete and in compliance with SEC reporting requirements; (iv) engaging external accounting advisors and consultants to review complex and non-recurring transactions on a contemporaneous basis; (v) establishing an internal audit function and reporting lines directly to the Audit Committee of our Board of Directors; and (vi) enhancing the Audit Committee’s oversight of the financial reporting process, including a defined review calendar with respect to the financial statement close process, the review of significant accounting judgments and estimates, and the review of related-party transactions. However, these measures had not been fully implemented as of June 30, 2025, and we have concluded that the material weaknesses in our internal control over financial reporting had not been remediated as of June 30, 2025.Management will consider the material weaknesses remediated only when the relevant controls have been designed and implemented, have operated for a period of time sufficient for management to conclude, through testing, that such controls are operating effectively, and when no additional material weaknesses or significant deficiencies have been identified in the relevant processes. We expect the remediation measures described above to be substantially implemented during the fiscal year ending December 31, 2026，although we can provide no assurance that these measures will be completed within that period. The Audit Committee of our Board of Directors has been, and will continue to be, actively involved in overseeing the implementation of these remediation measures and will receive regular updates on their status. (c) Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the three months period ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. (d) Attestation Report of the Registered Public Accounting Firm This Amendment does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. As a smaller reporting company, our management’s report is not subject to attestation by our registered public accounting firm. 59 PART II—OTHER INFORMATION Item 1. Legal Proceedings On or about August 3, 2018, written decisions of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by the Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent. For more details and information related to the Written Decisions, please see “Note 20 – Loss Contingencies, Notes to Condensed Consolidated Financial Statements” contained in this quarterly report. According to a Civil Mediation Statement (No. (2025) Lu 0783 Min Chu 2607) issued by the Shouguang People’s Court of Shandong Province on March 17, 2025, Shouguang City Haoyuan Chemical Company Limited (“SCHC”), a wholly owned subsidiary of the Company, owes the plaintiff, Shouguang Chengyu Trading Co., Ltd., a total of RMB 226,825.44 for goods. SCHC is also obligated to make monthly payments of RMB 50,000 to the plaintiff by the 15th of each month, starting in April 2025, until the debt is fully paid off. Item 1A. Risk Factors Investing in our common stock involves a high degree of risk. 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 statements and related notes, as well as our Management’s Discussion and Analysis of Financial Condition and Results of Operations and the other information in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Readers should carefully review risks described in other documents we file from time to time with the Securities and Exchange Commission. We are currently not in compliance with the Nasdaq continued listing requirements. If we are unable to regain compliance with Nasdaq’s listing requirements, our securities could be delisted, which could affect our common stock’s market price and liquidity and reduce our ability to raise capital. 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 request for a second 180-calendar day period, or until November 3, 2025 (the “Second Compliance Period”), to regain compliance with the $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). To regain compliance with such minimum price requirement, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. The transfer of the listing of the Common Stocks from The Nasdaq Global Select Market to The Nasdaq Capital Market took effect with the open of business on May 8, 2025. The transfer is not expected to impact trading in the Common Stocks, which will continue to trade on Nasdaq under the symbol “GURE.” 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 Market. As noted above, the Staff approved the Company’s transfer application on May 6, 2025. 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). 60 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. 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: · delay or impede our development; · result in negative publicity or increase our operating costs; · required significant management time and attention; and · subject 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. 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. 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. (NYSE: 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. Ltd. (NYSE: YMM) and Boss of KANZHUN LIMITED (Nasdaq: BZ). 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. 61 On August 17, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure. On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which took effect in November 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court. As such, the Company’s business segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Additionally, governmental and regulatory interference 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. Furthermore, it is uncertain when and whether the Company 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. Although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry. On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and five relevant guidelines, which became effective on March 31, 2023.According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (1) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (2) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (4) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (5) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller. The Overseas Listing Trial Measures also provides that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (2) the issuer’s main business activities are conducted in China, or its main place(s) of business are located in China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in China. Where an issuer submits an application for initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted. In addition, the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the assets of domestic companies through one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject to filing procedures in accordance with the Overseas Listing Trial Measures. The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings. At a press conference held for these new regulations (“Press Conference”), officials from the CSRC clarified that the domestic companies that have already been listed overseas on or before March 31, 2023 shall be deemed as existing issuers (the “Existing Issuers”). Existing Issuers are not required to complete the filling procedures immediately, and they shall be required to file with the CSRC upon occurrences of certain subsequent matters such as follow-on offerings of securities. According to the Overseas Listing Trial Measures and the Press Conference, the existing domestic companies that have completed overseas offering and listing before March31, 2023, such as us, shall not be required to perform filing procedures for the completed overseas securities issuance and listing. However, from the effective date of the regulation, any of our subsequent securities offering in the same overseas market or subsequent securities offering and listing in other overseas markets shall be subject to the filing requirement with the CSRC within three working days after the offering is completed or after the relevant application is submitted to the relevant overseas authorities, respectively. If it is determined that any approval, filing or other administrative procedures from other PRC governmental authorities is required for any future offering or listing, we cannot assure you that we can obtain the required approval or accomplish the required filings or other regulatory procedures in a timely manner, or at all. If we fail to fulfill filing procedure as stipulated by the Trial Measures or offer and list securities in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us, and impose a fine of between RMB1,000,000 and RMB10,000,000. Persons-in-charge and other persons that are directly liable for such failure shall be warned and each imposed a fine from RMB500,000 to RMB5,000,000. Controlling shareholders and actual controlling persons of us that organize or instruct such violations shall be imposed a fine from RMB1,000,000 and RMB10,000,000. 62 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 requires 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 the requisite licenses and permits from the PRC government authorities that are material for the business operations of our PRC subsidiaries. In addition, as of the date of this annual report, 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 if 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. In addition, on December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the Revised Review Measures, which became effective and has replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. For example, it is unclear whether the requirement of cybersecurity review applies to follow-on offerings by an “online platform operator” that is in possession of personal data of more than one million users where the offshore holding company of such operator is already listed overseas. Furthermore, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. If the draft Regulations on Network Data Security Management are enacted in the current form, we, as an overseas listed company, will be required to carry out an annual data security review and comply with the relevant reporting obligations. 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. Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. PRC has recently proposed new rules that would require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly tighten oversight over China-based internet giants. On January 4, 2022, the Cyberspace Administration of China, or CAC, issued the revised Measures on Cyberspace Security Review (the “Revised Measures”), which came into effect on February 15, 2022. Under the Revised Measures, any “network platform operator” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review. Pursuant to the Revised Measures, companies holding data on more than 1 million users must now apply for cybersecurity approval when seeking listings in other nations due to the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.” 63 Our business belongs to the chemical industry in China, which does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. Based on the advice of PRC counsel and our understanding of currently applicable PRC laws and regulations, listing of our common stock in the U.S. is not subject to the review or prior approval of the Cyberspace Administration of China (the “CAC”) or the China Securities Regulatory Commission (the “CRSC”). Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CRSC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. The occurrence of security breaches and cyber-attacks could negatively impact our business. Information technology systems are important to our business and operations. We are subject to attempts to compromise our security and information systems, including denial of service attacks, viruses, malicious software or ransomware, and exploitations of system flaws or weaknesses. Error or malfeasance or other irregularities may also result in the failure of our or our third-party service providers’ cybersecurity measures and may give rise to a cybersecurity incident. The techniques used to conduct security breaches and cyber-attacks, as well as the sources and targets of these attacks, change frequently and may not be recognized until launched against us or our third-party service providers. We or our third-party service providers may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. The primary risks that could directly result from the occurrence of security breaches and cyber-attacks include operational interruption, financial losses, personal information leakage and non-compliance. The occurrence of such incidents could negatively impact our business operations and our relationships with customers and employees, and damage our reputation. If we or our third-party service providers are unable to avert security breaches and cyber- attacks, we could incur significantly higher costs, including remediation costs to repair damage caused by the breach, costs to deploy additional personnel and network protection technologies, train employees and engage third-party experts and consultants, as well as litigation costs resulting from the incident. These costs, which could be material, could adversely impact our results of operations in the period in which they are incurred and may not meaningfully limit the success of future attempts to breach our information technology systems. Uncertainties with respect to the PRC legal system could adversely affect us. The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters generally. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investments in the PRC. However, the PRC has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in the PRC. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, these regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until some time after the violation. In addition, any administrative and court proceedings in the PRC may be protracted, resulting in substantial costs and diversion of resources and management attention. 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. We face various legal and operational risks and uncertainties associated with having our operations in China and the complex and evolving PRC laws and regulations. The PRC 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. 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 were 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. 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. For more details, see “ Item 1A. Risk Factors - Risks Related to Doing Business in China ” 64 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. 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 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 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. 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. The Holding Foreign Companies Accountable Act, or HFCAA, was enacted on December 18, 2020, as amended by the Consolidated Appropriations Act, 2023. The HFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such ordinary shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. The Holding Foreign Companies Accountable Act, or HFCAA, was enacted on December 18, 2020, as amended by the Consolidated Appropriations Act, 2023. The HFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such ordinary shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S. On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non inspection” year under a process to be subsequently established by the SEC. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, 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. As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction. As a result, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA for the fiscal year ended December 31, 2024, after we filed our annual report on Form 10-K for such fiscal year. On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law, which amended the HFCAA (i) to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, and (ii) so that any foreign jurisdiction could be the reason why the PCAOB does not have complete access to inspect or investigate a company’s auditors. As it was originally enacted, the HFCAA applied only if the PCAOB’s inability to inspect or investigate because of a position taken by an authority in the foreign jurisdiction where the relevant public accounting firm is located. As a result of the Consolidated Appropriations Act2023, the HFCAA now also applies if the PCAOB’s inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreign jurisdiction. The denying jurisdiction does not need to be where the accounting firm is located. However, whether the PCAOB will be able to continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong are subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 10-K for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA. 65 Our auditor, GGF CPA LTD, Certified Public Accountants, the independent registered public accounting firm that issued the audit report included in our annual report, an auditor of companies that are traded publicly in the United States and an China-based accounting firm registered with the PCAOB, 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 based in the China and is subject to inspection by the PCAOB on a regular basis. However, our auditor’s working papers related to us and our subsidiaries are located in China. If our auditor is not permitted to provide requested audit work papers located in China to the PCAOB, investors would be deprived of the benefits of PCAOB’s oversight of our auditor through such inspections which could result in limitation or restriction to our access to the U.S. capital markets, and trading of our securities may be prohibited under the HFCAA, which would result in the delisting of our securities from the Nasdaq. Because the majority of our operations are in mainland China and our auditor has been located in mainland China, a jurisdiction where the U.S. Public Company Accounting Oversight Board (“PCAOB”) is currently unable to conduct inspections without the approval of Chinese authorities, there have been concerns regarding oversight of the audits of our financial statements filed with the SEC. If the PCAOB continues to be unable to inspect our audit firm in the PRC for three consecutive years, the HFCAA requires the SEC to prohibit the trading of our securities on a national securities exchange, including Nasdaq, or on over-the-counter markets in the United States. In addition, the U.S. Senate and U.S. House of Representatives have each passed bills, which, if enacted, would decrease the number of non-inspection years from three consecutive years to two, thus reducing the time period before our securities may be prohibited from trading on a U.S. securities exchange or delisted from Nasdaq. The foregoing could adversely affect the market price of our securities and our ability to raise capital effectively. Auditors of companies that are registered with the SEC and traded publicly in the United States, including our independent registered public accounting firm, are required to be registered with the PCAOB and to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and applicable professional standards. Because our current auditor is located in mainland China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of Chinese authorities, our auditor is not currently inspected by the PCAOB. PCAOB inspections of auditors located outside of mainland China and Hong Kong have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the PCAOB’s inspection process to improve future audit quality. The lack of PCAOB inspection of audit work undertaken in mainland China and Hong Kong prevents the PCAOB from regularly evaluating our auditor’s audits and its quality control procedures. As a result, investors are deprived of the benefits of PCAOB inspections, which could result in limitations or restrictions on our access to the U.S. capital markets. Furthermore, in recent years, the U.S. Congress and regulatory authorities have continued to express concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. As part of this continued focus on access to audit and other information currently protected by national law, in particular under Chinese law, the United States enacted the HFCAA in December 2020. The HFCAA requires the SEC to identify issuers that have filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction (a “Commission- Identified Issuer”). Under the HFCAA, if the SEC conclusively identifies an issuer as a Commission-Identified Issuer for three consecutive years, the SEC is required to prohibit the trading of the issuer’s securities on a national securities exchange or through any other method that is within the jurisdiction of the SEC to regulate, including over-the counter markets in the United States. Our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our securities being delisted. Furthermore, in June 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if enacted, would amend the HFCAA and require 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 (as opposed to the three years under the HFCAA). In February 2022, the U.S. House of Representatives passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic Strength (COMPETES) Act of 2022 (the “America COMPETES Act”), which similarly would amend the HFCAA to shorten the number of non-inspection years from three years to two years. The America COMPETES Act, however, includes a broader range of legislation than the AHFCA Act in response to the U.S. Innovation and Competition Act passed by the U.S. Senate in 2021. The U.S. House of Representatives and the U.S. Senate will need to agree on amendments to these respective bills to allow the legislature to pass their amended bills before the President can sign the bill into law. It is unclear if or when either of these bills will be signed into law. 66 In September 2021, the PCAOB adopted PCAOB Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to use when determining whether the PCAOB is unable to inspect or investigate completely a registered public accounting firm located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction for the purposes of the HFCAA. PCAOB Rule 6100 establishes the manner of the PCAOB’s determinations; the factors the PCAOB will evaluate and the documents and information it will consider when assessing whether a determination is warranted; the form, public availability, effective date, and duration of such determinations; and the process by which the PCAOB will reaffirm, modify or vacate any such determinations. In November 2021, the SEC announced that it had approved Rule6100. In December 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements int he HFCAA for Commission-Identified Issuers, which became effective on January 10, 2022. In addition, the PCAOB issued a Determination Report, pursuant to PCAOB Rule 6100, which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong because of positions taken by Chinese authorities in those jurisdictions. The SEC began to identify Commission- Identified Issuers for fiscal years beginning after December 18, 2020. A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was so identified. If an issuer is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the issuer will be required to comply with the submission or disclosure requirements in its annual report for the fiscal year ended December 31, 2022. If we are identified as a Commission-Identified Issuer that uses an auditor not subject to PCAOB inspection for three consecutive years, or, if the AHFCAA or the America COMPETES Act is passed, two consecutive years, our securities may be delisted from Nasdaq as a result. Delisting of our securities would force holders of our securities to sell their securities. Further, we may be prohibited from listing our securities on another U.S. securities exchange, making our shares harder to trade for the investors, potentially reducing demand and lowering our share price. The market price of our securities could be adversely affected as a result of anticipated negative impacts of such legislative or executive actions upon, as well as negative investor sentiment toward, companies with significant operations in mainland China and Hong Kong that are listed in the United States, regardless of whether such actions are implemented and regardless of our actual operating performance. 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 announced that it was able to secure complete access to inspect and investigate PCAOB registered public accounting firms headquartered in China mainland and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in China mainland and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s control. The PCAOB is continuing to demand complete access in China mainland and Hong Kong moving forward and was already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. Therefore, the PCAOB in the future may determine that it is unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong. Our auditor’s working papers related to us and our subsidiaries are located in China. If our auditor is not permitted to provide requested audit work papers located in China to the PCAOB, investors would be deprived of the benefits of PCAOB’s oversight of our auditor through such inspections which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities may be prohibited under the HFCAA, which would result in the delisting of our securities from the Nasdaq. Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. Substantially all of our assets and operations are located in the PRC. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in the PRC generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over the PRC’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in the PRC, in the policies of the Chinese government or in the laws and regulations in the PRC could have a material adverse effect on the overall economic growth of the PRC. Such developments could adversely affect our business and operating results, lead to a reduction in demand for our services and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in the PRC, which may adversely affect our business and operating results. 67 China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material adverse effect on our business. All of our operations are located in China and substantially of our net revenues are derived from customers located in China. Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may be subject, to a significant extent, to economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although China’s economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Changes in any of these policies, laws and regulations could adversely affect the economy in China and could have a material adverse effect on our business. The PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce new measures that will have a negative effect on us. China’s social and political conditions may change and become unstable. Any sudden changes to China’s political system or the occurrence of widespread social unrest could have a material adverse effect on our business and results of operations. If the Company becomes directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matters. Any unfavorable results from the investigations could harm our business operations and our reputation. Recently, U.S. public companies that have substantially all of their operations in China have been subjects of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities, lack of effective internal control over financial reporting, inadequate corporate governance and ineffective implementation thereof and, in many cases, allegations of fraud. As a result of enhanced scrutiny, criticism and negative publicity, the publicly traded stocks of many U.S.-listed Chinese companies have sharply decreased in value and, in some cases, have become virtually worthless or illiquid. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effects the sector-wide investigations will have on the Company. If the Company becomes the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, the Company will have to expend significant resources to investigate such allegations and defend the Company. If such allegations were not proven to be baseless, the Company would be severely hampered and the price of the stock of the Company could decline substantially. If such allegations were proven to be groundless, the investigation might have significantly distracted the attention of the Company’s management. It may be difficult to serve the Company with legal process or enforce judgments against the Company or its management. Most of the Company’s assets are located in China, all of its directors and officers are non-residents of the United States and located in China, and all or substantial portions of the assets of such non-residents are located outside the United States. As a result, it may not be possible to effect service of process within the United States upon such persons to originate an action in the United States. Moreover, there is uncertainty that the courts of China would enforce judgments of U.S. courts against the Company, its directors or officers based on the civil liability provisions of the securities laws of the United States or any state, or an original action brought in China based upon the securities laws of the United States or any state. The recognition and enforcement of foreign judgments are provided under the PRC Civil Procedures 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 forms 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, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws 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. You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management based on foreign laws. We conduct substantially all of our operations in China, and substantially all of our assets are located in China. In addition, our current officers reside within China and are PRC nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those people inside the PRC. In addition, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the U.S. and many other countries and regions. Therefore, recognition and enforcement in the PRC of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible. 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. We rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash requirements, including for services of any debt we may incur. 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, as a Foreign Invested Enterprise, or FIE, are required to draw 10% of its after-tax profits each year, if any, to fund a common reserve, which may stop drawing its after tax profits if the aggregate balance of the common reserve has already accounted for over 50 percent of its registered capital. These reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business. 68 In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated. 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. Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign- invested enterprises, or FIEs, in China, capital contributions to our PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce, or MOFCOM or its local branches and registration with a local bank authorized by the State Administration of Foreign Exchange, or SAFE. In addition, (i) a foreign loan of less one year duration procured by our PRC subsidiaries is required to be registered with SAFE or its local branches and (ii) a foreign loan of one year duration or more procured by our PRC subsidiaries is required to be applied to the National Development and Reform Commission, or NDRC, in advance for undergoing recordation registration formalities. Any medium or long-term loan to be provided by us to our PRC operating subsidiaries must be registered with the NDRC and the SAFE or its local branches. We may not be able to complete such registrations on a timely basis, with respect to future capital contributions or foreign loans by us to our PRC Subsidiary. If we fail to complete such registrations, our ability to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business. On March 30, 2015, the SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect as of June 1, 2015. SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of FIEs and allows FIEs to settle their foreign exchange capital at their discretion but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capital for expenditure beyond their business scopes, providing entrusted loans or repaying loans between nonfinancial enterprises. The SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, effective in June 2016. Pursuant to SAFE Circular 16, enterprises registered in China may also convert their foreign debts from foreign currency to Renminbi on a self-discretionary basis. SAFE Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis which applies to all enterprises registered in China. SAFE Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, while such converted Renminbi shall not be provided as loans to its non-affiliated entities. As this circular is relatively new, there remains uncertainty as to its interpretation and application and any other future foreign exchange-related rules. Violations of these Circulars could result in severe monetary or other penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to use Renminbi converted from the net proceeds of this offering to fund our PRC operating subsidiary, to invest in or acquire any other PRC companies through our PRC Subsidiary, which may adversely affect our business, financial condition and results of operations. Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. It is difficult to predict how long such appreciation of RMB against the U.S. dollar may last and when and how the relationship between the RMB and the U.S. dollar may change again. All of our revenues and substantially all of our costs are denominated in Renminbi. We rely on dividends paid by our operating subsidiaries in China for our cash needs. Any significant revaluation of Renminbi may materially and adversely affect our results of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and any dividends payable on, the common stock in U.S. dollars. To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our common stock or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount. Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, we primarily rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required, in principle, where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the Common stock. 69 U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China. Any disclosure of documents or information located in China by foreign agencies may be subject to jurisdiction constraints and must comply with China’s state secrecy laws, which broadly define the scope of “state secrets” to include matters involving economic interests and technologies. There is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect our operations will be honored by us, by entities who provide services to us or with whom we associate, without violating PRC legal requirements, especially as those entities are located in China. Furthermore, under the current PRC laws, an on-site inspection of our facilities by any of these regulators may be limited or prohibited. Item 2. Unregistered Sale of Equity Securities and Use of Proceeds None. Item 3. Defaults Upon Senior Securities None. Item 4. Mine Safety Disclosures Not applicable. Item 5. Other Information During our fiscal quarter ended June 30, 2025, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as those terms are defined in Item 408(a) of Regulation S-K. Item 6. Exhibits Exhibit No. Description 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101 The following financial statements from Gulf Resources, Inc.’s Quarterly Report on Form 10-Q/A for the quarterly period ended June 30, 2025 formatted in XBRL (Extensible Business Reporting Language): 102 (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Other Comprehensive Income (Loss); (iii) the Consolidated Statements of Changes in Equity; (iv) the Consolidated Statement of Cash Flows; and, (v) the Notes to Consolidated Financial Statements, tagged as blocks of text. 104 Cover Page Interactive Data File 70 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GULF RESOURCES, INC. Dated: September 30, 2026 By: /s/ Xiaobin Liu Xiaobin Liu Chief Executive Officer Dated: September 30, 2026 By: /s/ Min Li Min Li Chief Financial Officer 71