Item 1. Financial Statements
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
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.