Item 1. Financial Statements
Item
1. Financial Statements
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Expressed
in U.S. dollars)
June
30,
2026
(Unaudited)
December
31,
2025
(Audited)
Current Assets
Cash
$ 9,189,231
$ 3,793
Accounts receivable, net
15,475,127
3,269,420
Inventories, net
814,921
562,817
Prepayments and deposits
2,973,454
3,940,045
Amounts due from related parties
13,214
22,763
Other
receivables
2,494,628
16,771,928
Total
current assets
30,960,575
24,570,766
Non-Current Assets
Property, plant and equipment,
net
58,870,828
61,944,100
Finance lease right-of-use
assets
40,959,992
41,140,331
Operating lease right-of-use
assets
5,570,840
5,669,794
Prepaid land leases, net of
current portion
413,000
406,819
Deferred
tax assets, net
—
—
Total
non-current assets
105,814,660
109,161,044
Total
Assets
136,775,235
133,731,810
Liabilities and Stockholders’
Equity
Current Liabilities
Short-term bank borrowing
$ 5,355,963
$ 2,845,400
Accounts payable and accrued
expenses
2,916,775
1,882,367
Accrued liabilities
515,666
499,688
Taxes payable-current
615,581
365,499
Amount due to related parties
1,910,732
1,896,831
Finance lease liabilities,
current portion
211,682
228,918
Operating
lease liabilities, current portion
162,222
523,847
Total
current liabilities
11,688,621
8,242,550
Non-Current Liabilities
Finance lease liabilities,
net of current portion
5,215,572
5,175,628
Operating lease liabilities,
net of current portion
6,463,485
6,491,100
Long-term
bank borrowing
—
2,344,610
Total
non-current liabilities
11,679,057
14,011,338
Total
Liabilities
23,367,678
22,253,888
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; 1,842,114 and 1,568,114 shares issued; and 1,813,531 and 1,539,531 shares outstanding as of June
30, 2026 and December 31, 2025, respectively
921
784
Treasury stock; 28,583 shares
as of June 30, 2026 and December 31, 2025 at cost
( 1,372,673 )
( 1,372,673 )
Additional paid-in capital
106,962,885
105,927,142
Retained earnings unappropriated
( 10,309,535 )
( 7,526,347 )
Retained earnings appropriated
26,667,097
26,667,097
Accumulated
other comprehensive loss
( 8,541,138 )
( 12,218,081 )
Total
Stockholders’ Equity
113,407,557
111,477,922
Total
Liabilities and Stockholders’ Equity
$ 136,775,235
$ 133,731,810
See
accompanying notes to the condensed consolidated financial statements.
1
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Expressed
in U.S. dollars)
(UNAUDITED)
2026
2025
(Restated)
2026
2025
(Restated)
Three-Month
Period Ended
June 30,
Six-Month
Period Ended
June 30,
2026
2025
(Restated)
2026
2025
(Restated)
NET REVENUE
$ 12,886,977
$ 8,343,785
$ 15,255,603
$ 9,948,232
OPERATING COSTS AND EXPENSE
Cost of revenues
( 10,565,684 )
( 7,366,702 )
( 12,919,096 )
( 8,964,166 )
Sales and marketing expenses
( 18,174 )
( 14,802 )
( 23,622 )
( 19,855 )
Direct labor and factory overheads
incurred during plant shutdown
( 452,949 )
( 727,774 )
( 3,196,211 )
( 3,953,582 )
General
and administrative expenses
( 598,003 )
( 1,025,780 )
( 1,921,104 )
( 2,452,789 )
TOTAL OPERATING COSTS AND
EXPENSE
( 11,634,810 )
( 9,135,058 )
( 18,060,033 )
( 15,390,392 )
PROFIT
(LOSS) FROM OPERATIONS
1,252,167
( 791,273 )
( 2,804,430 )
( 5,442,160 )
OTHER INCOME (EXPENSE)
Interest expense
( 124,673 )
( 21,674 )
( 248,117 )
( 43,396 )
Interest income
18,816
1,795
272,476
4,224
Other
expenses, net
( 3,117 )
( 3,212 )
( 3,117 )
( 3,212 )
TOTAL OTHER INCOME, NET
( 108,974 )
( 23,091 )
21,242
( 42,384 )
INCOME (LOSS) BEFORE INCOME
TAXES
1,143,193
( 814,364 )
( 2,783,188 )
( 5,484,544 )
INCOME
TAX EXPENSE
—
—
—
—
NET
INCOME (LOSS)
$ 1,143,193
$ ( 814,364 )
$ ( 2,783,188 )
$ ( 5,484,544 )
COMPREHENSIVE INCOME (LOSS)
NET INCOME (LOSS)
$ 1,143,193
$ ( 814,364 )
$ ( 2,783,188 )
$ ( 5,484,544 )
OTHER COMPREHENSIVE INCOME
- Foreign
currency translation adjustments
1,796,405
388,050
3,676,943
636,971
TOTAL
COMPREHENSIVE INCOME (LOSS)
$ 2,939,598
$ ( 426,314 )
$ 893,755
$ ( 4,847,573 )
BASIC AND DILUTED EARNINGS
(LOSS) PER SHARE(1)
$ 0.64
$ ( 0.60 )
$ ( 1.65 )
$ ( 4.32 )
BASIC AND DILUTED WEIGHTED
AVERAGE NUMBER OF SHARES(1)
1,796,828
1,353,531
1,690,470
1,270,931
(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, 2026
(Expressed
in U.S. dollars)
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
other comprehensive
Income(loss)
Total
Common
stock
Accumulated
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
other comprehensive
Income(loss)
Total
BALANCE AT MARCH
31, 2026 (Unaudited)
1,712,114
1,683,531
28,583
$ 856
$ ( 1,372,673 ) -
$ 106,441,150
$ ( 11,452,728 )
$ 26,667,097
$ ( 10,337,543 )
$ 109,946,159
Currency translation adjustment
—
—
—
—
—
—
—
—
1,796,405
1,796,405
Issuance of private placement
units
130,000
130,000
—
65
—
521,735
—
—
—
521,800
Net income
for three- month period ended June 30, 2026
—
—
—
—
— -
—
1,143,193
—
—
1,143,193
BALANCE
AT JUNE 30, 2026 (Unaudited)
1,842,114
1,813,531
28,583
$ 921
$ ( 1,372,673 ) -
$ 106,962,885
$ ( 10,309,535 )
$ 26,667,097
$ ( 8,541,138 )
$ 113,407,557
Number
of shares
issued(1)
Number
of shares
outstanding(1)
Number
of
treasury
stock (1)
Amount (1)
Treasury
stock
Additional
paid-in capital (1)
Retained
earnings unappropriated
Retained
earnings appropriated
other comprehensive
Income(loss)
Total
Common
stock
Accumulated
Number
of shares
issued(1)
Number
of shares
outstanding(1)
Number
of
treasury
stock (1)
Amount(1)
Treasury
stock
Additional
paid-in capital(1)
Retained
earnings unappropriated
Retained
earnings appropriated
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
Number
of shares
outstanding
Number
of
treasury
stock
Amount
Treasury
stock
Additional
paid-in capital
Retained
earnings unappropriated
Retained
earnings appropriated
other comprehensive
Income(loss)
Total
Common
stock
Accumulated
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
other comprehensive
Income(loss)
Total
BALANCE
AT DECEMBER 31, 2025 (Audited)
1,568,114
1,539,531
28,583
$ 784
$ ( 1,372,673 ) -
$ 105,927,142
$ ( 7,526,347 )
$ 26,667,097
$ ( 12,218,081 )
$ 111,477,922
Currency translation adjustment
—
—
—
—
—
—
—
—
3,676,943
3,676,943
Issuance of Private Placement
Units
274,000
274,000
—
137
—
1,035,743
—
—
—
1,035,880
Net loss for six- month
period ended June 30, 2026
—
—
—
—
— -
—
( 2,783,188 )
—
—
( 2,783,188 )
BALANCE
AT JUNE 30, 2026 (Unaudited)
1,842,114
1,813,531
28,583
$ 921
$ ( 1,372,673 ) -
$ 106,962,885
$ ( 10,309,535 )
$ 26,667,097
$ ( 8,541,138 )
$ 113,407,557
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
earnings unappropriated
Retained
earnings appropriated
other comprehensive
Income(loss)
Total
Common
stock
Accumulated
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
earnings unappropriated
Retained
earnings appropriated
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 )
Net
Income (loss)
—
—
—
—
—
—
—
( 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
(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.
3
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed
in U.S. dollars)
(UNAUDITED)
2026
2025(Restated)
Six-Month
Period Ended
June 30,
2026
2025(Restated)
CASH
FLOWS FROM OPERATING ACTIVITIES
Net
Loss
$ ( 2,783,188 )
$ ( 5,484,544 )
Adjustments
to reconcile net loss to net cash provided by (used in) operating activities:
Amortization
on capital lease
123,980
121,954
Depreciation
and amortization
6,795,623
6,450,581
Amortization
of operating lease right-of-use assets
447,905
435,102
Amortization
of finance lease right-of-use assets
1,478,008
1,549,239
Stock-based
compensation expense
—
196,100
Bad
debt expense
60,086
—
Changes
in assets and liabilities:
Accounts
receivable
( 12,017,123 )
( 2,574,907 )
Inventories
( 231,319 )
( 197,631 )
Prepayments
and deposits
1,079,563
( 2,331,871 )
Other
receivables
( 720 )
( 11,447 )
Accounts
and other payable and accrued expenses
1,347,036
268,175
Taxes
payable
235,556
182,919
Lease
liabilities
( 777,234 )
( 743,404 )
Net
cash used in operating activities
( 4,241,827 )
( 2,139,734 )
CASH
FLOWS FROM INVESTING ACTIVITIES
Purchase
of property, plant and equipment
( 1,699,835 )
—
Repayments
for loans to third parties
14,438,834
—
Interest-free
loan repaid by related parties
10,155
—
Net
cash provided by investing activities
12,749,154
—
CASH
FLOWS FROM FINANCING ACTIVITIES
Repayment
of finance leases obligation
( 272,297 )
( 260,997 )
Proceeds
from sale of private placement units
556,191
—
Net
cash provided by (used in) financing activities
283,894
( 260,997 )
EFFECTS
OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
394,217
61,650
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
9,185,438
( 2,339,081 )
CASH
AND CASH EQUIVALENTS - BEGINNING OF PERIOD
3,793
10,075,162
CASH
AND CASH EQUIVALENTS - END OF PERIOD
$ 9,189,231
$ 7,736,081
Six-Month
Periods Ended
June 30,
2026
2025 (Restated)
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
Cash
paid during the six-month period ended June 30, for:
Paid
for taxes
$ 998,245
$ 811,828
Interest
paid
$ 200,730
$ 121,954
SUPPLEMENTAL
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
See
accompanying notes to the condensed consolidated financial statements.
4
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
1 – NATURE OF BUSINESS 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.
On
December 22, 2025, SYCI was sold.
(b) Nature
of Business
The
Company manufactures and trades bromine through its wholly-owned subsidiary, 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, 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’s
business commenced trial operation in January 2019 but suspended production temporarily in May 2019 as required by the government to
obtain project approval (see Note 1 (b)(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.
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 awaiting governmental approval for Factories No. 2 and No. 10. To our knowledge, the government is finalizing plans for all
mining areas, including flood prevention measures. As a result, we may be required to make certain modifications to our existing wells
and aqueducts prior to commencement of operations of these factories in order to satisfy the local government’s requirements.
Pursuant
to the notification from the government of Shouguang City, all bromine facilities in Shouguang City were temporarily closed from December
10, 2022 until February 1, 2023 8:00 AM China Time. To comply with such notification, the Company had temporarily stopped production
at its bromine facilities during the aforesaid period and reopened the operating bromine and crude salt factories in February, 2023 as
planned.
In
April 2022, SHSI, 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 does not impact sales or overall profits. However, the establishment
of this subsidiary has resulted in a reallocation of costs between bromine and crude salt.
5
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(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 is because the two plants are located in a residential area and their production activities will
impact the living environment of the residents. This is 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 do not comply with the requirements of the safety and environmental protection regulations
will be ordered to shut down.
In
December 2017, the Company secured from the government the land use rights for its chemical plants located at 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 are being eased. Accordingly, the Company
has contacted its suppliers and will have the remainder of the equipment produced and delivered, so the Company can complete installation
and begin testing and trial production.
The
Company believes 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, and progress payments and deposits for the construction
of the new factory building in the amount of $ 45,584,344 and $ 45,584,344 , which were recorded in the prepaid land leases, prepayments
and deposits and property, plant and equipment in the consolidated balance sheets as of June 30, 2026 and December 31, 2025.
On
December 10, 2025, SCHC entered into an equity transfer agreement with Shandong Rongyuan Pharmaceutical Co., Ltd. and SYCI. Pursuant
to the agreement, Shandong Rongyuan Pharmaceutical Co., Ltd. agreed to purchase 100 % of the equity interest in SYCI for an aggregate
consideration of RMB 21.2 million (US$ 2,999,304 ). The transaction was completed on December 22, 2025.
(iii) Natural
Gas Segment
In
January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in Sichuan Province,
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.
(c) 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.
6
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(d) 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.
(e) Accounts
receivable and Allowance for Doubtful Accounts
Accounts
receivable is stated at cost, net of allowance for doubtful accounts. The normal credit term extended to customers ranges between 90
and 180 days. The company reviews all receivables that exceed the term. The Company establishes an allowance for doubtful accounts based
on management’s assessment of the collectability of trade and other receivables. A considerable amount of judgment is required
in assessing the amount of allowance and the Company considers the historical level of credit losses. The Company makes judgments about
the credit worthiness of each customer based on ongoing credit evaluations, and monitors current economic trends that might impact the
level of credit losses in the future. If the financial condition of the customer begins to deteriorate, resulting in their inability
to make payments within credit terms provided, an allowance may be required.
As
of June 30, 2026 and December 31, 2025, the provision for doubtful debts was $ 77,765 and $ 16,430 , respectively. The provision for doubtful
accounts in the consolidated statements of comprehensive income (loss) for the period ended June 30, 2026 was $ 60,086 .
(f) 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, Sichuan Rural Credit Union, Bank of China Limited and Shandong
Shouguang Rural Commercial Bank Co., Ltd., which are not insured or otherwise protected. The Company placed $ 9,189,231 and $ 3,793 with
these institutions as of June 30, 2026 and December 31, 2025, respectively. The Company has not experienced any losses in such accounts
in the PRC.
Concentrations
of credit risk with respect to accounts receivable exist 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.
(g) 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.
7
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(h) Advances
to suppliers, net
Advances
to suppliers are stated at the original amount less an allowance for doubtful account.
Advances
to suppliers primarily consist of prepayments for purchase of raw materials and equipment for production purposes. The Company reviews
its advances to suppliers on a periodic basis and determines the adequacy of provision when outstanding amounts are not likely to be
collected in cash or utilized against receive of products. An allowance for doubtful is recorded in the period in which the Company cash
collection or receipts of products is remote.
(i) 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 designated 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.
(j) 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.
8
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
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.
(k) 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 flows (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 the 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 six-month periods ended June 30, 2026 and 2025, the Company recognized impairment of long-lived assets of nil .
(l) 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 consolidated statement of comprehensive income (loss)
on an accrual basis when they are due. The Company’s contributions totaled $ 63,233 and $ 123,099 for the three-month periods ended
June 30, 2026 and 2025, respectively, and totaled $ 170,890 and $ 296,584 for the six-month periods ended June 30, 2026 and 2025, respectively.
9
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(m) 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.
(n) 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 includes 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.
(o) 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 stock 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 share for the six-month
periods ended June 30, 2026 and 2025. These awards could be diluted in the future if the market price of the common stock increases
and is greater than the exercise price of these awards.
(p) 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 “$”).
10
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
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.
(q) 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
at a point in time 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. Customers typically pay after the Company delivers
and transfers the products to them in accordance with terms set forth in their contract. Revenue from contracts with customers is disaggregated
in Note 19.
(r) Income
Taxes
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).
(s) Exploration
Costs
Exploration
costs, which included the cost of researching for appropriate places to drill wells and the cost of well drilling in search of potential
natural brine or other resources, are charged to the income statement as incurred. Once the commercial viability of a project has been
confirmed, all subsequent costs are capitalized.
11
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
For
oil and gas properties, the successful efforts method of accounting is adopted. The Company carries exploratory well costs as an asset
when the well has found a sufficient quantity of reserves to justify its completion as a producing well and where the Company is making
sufficient progress assessing the reserves and the economic and operating viability of the project. Exploratory well costs not meeting
these criteria are charged to expenses. Exploratory wells that discover potentially economic reserves in areas where major capital expenditure
will be required before production would begin and when the major capital expenditure depends upon the successful completion of further
exploratory work remain capitalized and are reviewed periodically for impairment.
(t) 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, short-term borrowing, long-term borrowing, other
receivables, accounts payable and other current payables. There were no material unrecognized financial assets and liabilities as of
June 30, 2026 and December 31, 2025.
(u) 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 reasonably able to be estimated. Such estimates may
be based on advice from third parties or on management’s judgment, as appropriate. Revisions to accruals are reflected in income
(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.
12
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
(v) Stock-based
Compensation
The
Company accounts for stock-based compensation under the provisions of FASB ASC 718, Compensation Stock Compensation, which requires
the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated
fair values on the grant date. The Company estimates the fair value of stock-based awards on the date of grant using the Black- Scholes
model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service
periods using the straight-line method. In June 2018, the FASB issued ASU No. 201807, Compensation - Stock Compensation (Topic
7 I8), Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this Update expand the scope of Topic
718 to include share-based payment transactions for acquiring goods and services from non-employees. Prior to this Update, Topic 718
applied only to share-based transactions to employees. Consistent with the accounting requirement for employee share-based payment awards,
nonemployee share-based payment awards within the scope of Topic 718 are measured at grant-date fair value of the equity instruments
that an entity 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.
(w)
New Accounting Pronouncements
Recent
accounting pronouncements adopted
There was no recent accounting pronouncements adopted for the
six months ended June 30, 2026.
Recently
Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting
Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregated disclosure of income
statement expenses for public business entities. The objective of ASU 2024-03 is to “address requests from investors for more detailed
information about the types of expenses . . . in commonly presented expense captions (such as cost of sales, selling, general, and administrative
expenses, and research and development).” Investors advised the FASB that “disclosure of disaggregated information about
expenses is critically important in understanding an entity’s performance, assessing an entity’s prospects for future cash
flows, and comparing an entity’s performance over time and with that of other entities.” ASU 2024-03 adds ASC 220-40 to require
a footnote disclosure about specific expenses by requiring public entities to disaggregate, in a tabular presentation, each relevant
expense caption on the face of the income statement that includes any of the following natural expenses: (1) purchases of inventory,
(2) employee compensation, (3) depreciation, (4) intangible asset amortization, and (5) depreciation, depletion, and amortization (DD&A)
recognized as part of oil- and gas-producing activities or other types of depletion expenses. The tabular disclosure would also include
certain other expenses, when applicable. The ASU does not change or remove existing expense disclosure requirements; however, it may
affect where that information appears in the footnotes to the financial statements. ASU 2024-03 is effective for all public entities
for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early
adoption is permitted. The Company does not expect the adoption to have a material impact on the consolidated financial statements.
In
July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) Measurement of Credit Losses for Accounts
Receivable and Contract Assets. The ASU addresses challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit
Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from
Contracts with Customers. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim
reporting periods within those annual reporting periods. Early adoption is permitted. The Company is in the process of assessing the
impact of the amendments on the Company’s consolidated financial statements.
13
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
2 – ACCOUNTS RECEIVABLE, NET
Accounts
receivable net consist of:
SCHEDULE
OF ACCOUNTS RECEIVABLE, NET
June
30,
December
31,
2026
2025
Accounts
receivable
$ 15,552,892
$ 3,285,850
Allowance
for doubtful debt
( 77,765 )
( 16,430 )
Accounts
receivable, net
$ 15,475,127
$ 3,269,420
The
overall accounts receivable balance as of June 30, 2026 increased by $ 12,205,707 , as compared to those of December 31, 2025. The increase
in accounts receivable is due to the increase in sales revenue. We have policies in place to ensure that sales are made to customers
with an appropriate credit history. We perform ongoing credit evaluations on the financial condition of our customer.
NOTE
3 – INVENTORIES, NET
Inventories
consist of:
SCHEDULE
OF INVENTORIES
June
30,
December
31,
2026
2025
Raw
materials
$ 98,344
$ 20,079
Finished
goods
716,577
838,360
Less:
impairment
—
( 295,622 )
Inventories,
net
$ 814,921
$ 562,817
The
Company recorded impairment charges for slow moving inventory in the amounts of nil for the six months ended June 30, 2026 and 2025.
NOTE
4 – PREPAYMENTS AND DEPOSITS
Prepayments
and deposits consisted of the following:
SCHEDULE
OF PREPAYMENTS AND DEPOSITS, NET
June
30,
December
31,
2026
2025
Prepayments
and deposits
$ 2,973,454
$ 5,625,945
Provision
for impairment
—
( 1,685,900 )
Prepayments
and deposits, net
$ 2,973,454
$ 3,940,045
For
the six months ended June 30, 2026 and 2025, the Company recognized provision of nil for the prepayments and deposits.
NOTE
5 – OTHER RECEIVABLES
Other
receivables consisted of the following:
SCHEDULE OF OTHER RECEIVABLE
June
30,
December
31,
2026
2025
Loan
receivable (1)
$ —
$ 14,355,283
Proceeds
receivable from sale of subsidiary (2)
2,493,341
2,416,086
Other
1,287
559
Other
receivables
$ 2,494,628
$ 16,771,928
(1) During
the year ended December 31, 2025, the Company entered into five borrowing arrangements with
a third party for an aggregate principal amount of $ 14,160,101 , bearing interest at 9 % per
annum. Certain borrowings were guaranteed by individuals or entities or secured by certain
assets. As of June 30, 2026, all of the above borrowings, including the related accrued interest,
had been fully repaid.
(2) The
amount represents the receivable from the sale of SYCI, which is due in December 2026 from
Shandong Rongyuan Pharmaceutical Co., Ltd.
NOTE
6 – PROPERTY, PLANT AND EQUIPMENT, NET
Property,
plant and equipment, net consist of the following:
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
June
30,
2026
December
31,
2025
At
cost:
Mineral
rights
$ 2,831,561
$ 2,743,826
Leasehold
Improvements
14,284,153
13,053,292
Plant
and machinery
129,848,075
125,170,996
Furniture,
fixtures and office equipment
859,683
833,046
Motor
vehicles
30,550
29,603
Total
147,854,022
141,830,763
Less:
Accumulated depreciation and amortization
( 88,686,124 )
( 79,598,798 )
Less:
Impairment
( 297,070 )
( 287,865 )
Net
book value
$ 58,870,828
$ 61,944,100
14
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
6 – PROPERTY, PLANT AND EQUIPMENT, NET – Continued
The
rollforward of property, plant and equipment, net was as follows:
SCHEDULE OF ROLLFORWARD OF PROPERTY, PLANT AND EQUIPMENT
At
cost:
December
31, 2025
Remodel
of Brine
Well(a)
Remodel
of
Chlorine
Gas Shed
and
finished
liquid
pond(b)
Remodel
of Production Equipment(c)
Depreciation(d)
Foreign
currency
translation
June
30,
2026
Mineral
rights
$ 2,743,826
—
—
—
—
87,735
$ 2,831,561
Leasehold
Improvements
13,053,292
—
548,463
255,324
—
427,074
14,284,153
Plant
and machinery
125,170,996
( 203,213 )
—
869,843
—
4,010,449
129,848,075
Furniture,
fixtures
and office equipment
833,046
—
—
—
—
26,637
859,683
Motor
vehicles
29,603
—
—
—
—
947
30,550
Total
141,830,763
( 203,213 )
548,463
1,125,167
—
4,552,842
147,854,022
Less:
Accumulated depreciation and
amortization
( 79,598,798 )
320,430
4,255
—
( 6,788,877 )
( 2,623,134 )
( 88,686,124 )
Less:
Impairment
( 287,865 )
—
—
—
—
( 9,205 )
( 297,070 )
Net
book value
$ 61,944,100
117,217
552,718
1,125,167
( 6,788,877 )
1,920,503
$ 58,870,828
(a) The
Company had undergone renovation and upgrade work on the brine well, which covered bromine
plant production and the automation platform upgrade. In the first quarter of 2026,
the Company transferred the original cost of $ 337,295 and related accumulated depreciation
of 320,430 to construction in progress, and additional project costs amounted to $ 117,217 .
The upgrade was completed and capitalized in April 2026.
(b) In
the first quarter of 2026, the Company completed the renovation and upgrade project for the
chlorine gas shed and finished liquid pond, at a total cost of $ 552,718 .
(c) In
the second quarter of 2026, the Company upgraded Plant No. 2 and No.10, involving chlorine
shed renovation, installation of a liquid-chlorine leak absorption unit, sulfur furnace replacement,
and distillation building reinforcement and replacement. The total cost was $ 1,125,167 , and
the project was finalized and captitalized in April 2026.
(d) During
the three and six months period ended June 30, 2026, depreciation and amortization expense totaled $ 3,432,091
and $ 6,788,877 , 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, 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.
NOTE
7 – FINANCE LEASE RIGHT-OF-USE ASSETS
Property,
plant and equipment under finance leases, net consist of the following:
SCHEDULE
OF PROPERTY PLANT AND EQUIPMENT
June
30,
December
31,
2026
2025
At
cost:
Buildings
$ 62,466,686
$ 60,531,168
Total
62,466,686
60,531,168
Less:
Accumulated depreciation and amortization
( 21,506,694 )
( 19,390,837 )
Net
book value
$ 40,959,992
$ 41,140,331
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, 2026, depreciation and amortization expense totaled $ 744,710 and
$ 1,478,008 , 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, 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.
15
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(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.
As
of June 30, 2026, the total operating lease right-of-use assets was $ 5,570,840 .
The
total operating lease cost for the six-month periods ended June 30, 2026 and 2025 was $ 447,905 and $ 435,102 , respectively.
NOTE
9– BORROWINGS
The
company entered into a loan agreement with Shandong Shouguang Industrial and Commercial Bank Co., Ltd. for a principal amount of
$ 2,936,383 ,
bearing interest at 6.375 %
per annum, with a maturity date of December
26, 2025 . The borrowing was guaranteed by Ming Yang, Wenxiang Yu, and Shouguang Broadcasting and Television Group Col, Ltd. The
borrowing was also secured by land and buildings owned by Shandong Shouguang Vegetable Seed Industry Group Co., Ltd. The Company
paid interest on a monthly basis, however, the principal balance became past due and remained unpaid as of June 30, 2026 due to
disputes between the Company and the bank.
The
Company entered into a loan agreement with Shandong Shouguang Rural Commercial Bank Co., Ltd. for a principal amount of $ 2,419,580 ,
bearing interest at 6.35 %
per annum, with a maturity date of March
26, 2027 . The borrowing was guaranteed by Ming Yang and Wenxiang Yu secured by the 15th and 16th floors of Meilin Building,
located in Shouguang, Shandong China, which are owned by Shandong Shouguang Hongye Economic and Trade Co., Ltd. The Company pays
interest monthly and the principal is due at maturity.
NOTE
10 – PAYABLE AND ACCRUED EXPENSES
Payables
and accrued expenses consist of the following:
SCHEDULE
OF PAYABLE AND ACCRUED EXPENSES
June
30,
December
31,
2026
2025
Accounts
payable
$ 1,419,986
$ 146,148
Salary
payable
167,200
155,257
Social
security insurance contribution payable
247,756
240,079
Accrued
expense for construction
118,733
526,298
Accrued
expense-others (1)
963,100
814,585
Total
$ 2,916,775
$ 1,882,367
(1) Accrued expense-others
mainly included accrued professional fees and accrued interest payable that is disputed by the Company in connection with its borrowing
from Shouguang Industrial and Commercial Bank Co., Ltd.
NOTE
11– RELATED PARTY TRANSACTIONS
a) Related
parties
Name
of related parties
Position
Ming
Yang
Shareholder
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,
December
31,
2026
2025
Amount
due to related parties:
Ming
Yang
$ 433,091
$ 419,671
XiaoBin
Liu
887,214
887,214
Min
Li
302,979
302,498
NaiHui
Miao
287,448
287,448
Total
$ 1,910,732
$ 1,896,831
Amount
due to related parties
$ 1,910,732
$ 1,896,831
c)
June
30,
2026
December
31,
2025
Amount
due from related parties:
Chengdu
Dianjinshi Culture media Co., LTD
$ 13,214
$ 22,763
Total
$ 13,214
$ 22,763
NOTE
12– TAXES PAYABLE
SCHEDULE
OF TAXES PAYABLE
June
30,
2026
December
31,
2025
Value
added tax and other taxes payable
$ 615,581
$ 365,499
Total
$ 615,581
$ 365,499
Of
the remaining balance as of June 30, 2026, $ 267,459 was overdue, as notified by the Tax Bureau in a Tax Matters Notice. The overdue amount
was attributable to certain value-added tax invoices issued by the Company’s upstream suppliers during 2018 and 2019 that were
subsequently identified as abnormal deductions in the tax authorities’ system.
16
GULF
RESOURCES, INC.
AND
SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
13 – LEASE LIABILITIES - FINANCE AND OPERATING LEASE
The
components of finance lease liabilities were as follows:
SCHEDULE
OF FINANCE LEASE LIABILITIES
June
30,
2026
December
31,
2025
Total
finance lease liabilities
$ 5,427,254
$ 5,404,546
Less:
Current portion
( 211,682 )
( 228,918 )
Finance
lease liabilities, net of current portion
$ 5,215,572
$ 5,175,628
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 contract 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 are as follows:
SCHEDULE
OF OPERATING LEASE LIABILITIES
June
30,
2026
December
31,
2025
Total
Operating lease liabilities
$ 6,625,707
$ 7,014,947
Less:
Current portion
( 162,222 )
( 523,847 )
Operating
lease liabilities, net of current portion
$ 6,463,485
$ 6,491,100
The
components of lease cost were as follows:
SCHEDULE
OF LEASE COST
2026
2025
(Restated)
Six-Month
Period Ended
June 30,
2026
2025
(Restated)
Finance
lease cost:
-
Amortization of right-of-use assets
$ 1,478,008
$ 1,549,239
-
Interest on lease liabilities
123,980
121,954
Operating
lease cost
447,905
435,102
Total
lease cost
$ 2,049,893
$ 2,106,295
Maturities
of lease liabilities were as follows:
SCHEDULE
OF MATURITIES OF FINANCE AND OPERATING LEASE LIABILITIES
Finance
Lease
Operating
Lease
the
next 12 months
$ 275,580
$ 352,721
the
next 13 to 24 months
275,580
870,202
the
next 25 to 36 months
5,222,122
874,823
the
next 37 to 48 months
275,580
883,588
the
next 49 to 60 months
—
888,585
thereafter
—
7,475,764
Total
6,048,862
11,345,683
Less:
Amount representing interest
( 621,608 )
( 4,719,976 )
Present
value of net minimum lease payments
$ 5,427,254
$ 6,625,707
A
summary of supplemental information related to leases is listed as follows:
SCHEDULE
OF SUPPLEMENTAL INFORMATION RELATED TO LEASES
June 30,
2026
December 31,
2025
Weighted
average remaining lease term:
Finance
leases
15.7
years
15.7
years
Operating
leases
20.4
years
19.6
years
Weighted
average discount rate:
Finance
leases
4.43 %
4.53 %
Operating
lease
4.90 %
4.90 %
Supplemental
cash flow information related to leases were as follows:
SCHEDULE
OF SUPPLEMENTAL CASH FLOW INFORMATION
2026
2025
Six-Month
Period Ended
June 30,
2026
2025
Cash
paid for amounts included in measurement of lease liabilities:
-Operating
cash flows from operating leases
$ 777,234
$ 743,404
-Financing
cash flows from finance leases
$ 272,297
$ 260,997
Non-cash
information on lease liabilities arising from obtaining right-of-use assets:
-Finance
leases
$ —
$ —
-Operating
leases
$ —
$ —
17
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
14 –– 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 25, 2025
to a consultant, the Company’s directors, officers, and an employee as compensation for services rendered in the year ended December
31, 2024. The restricted shares award was granted under the 2019 Omnibus Equity Incentive Plan (See Note 16) 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.
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. 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 year ended December 31,
2025.
The
Company granted in the aggregate, 186,000 restricted shares of common stock on November 21, 2025 to a consultant, the Company’s
directors, officers and an employee as compensation for services rendered. The restricted shares award were granted under the 2025 Omnibus
Equity Incentive Plan and vested immediately. The fair value of the award on the date of grant was $ 734,700 which was expensed in full
during the year ended December 31, 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
The
Company’s PRC subsidiaries 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 Reserve 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 of June 30, 2026, the Company’s statutory provident
fund stood at $26.67 million.
Stock
Issued For The Private Equity Financing
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
February 10, 2026, the Company issued 69,000 shares of its common stock to one individual investor at an agreed price of $ 3.57 per share
for aggregate proceeds of $ 246,330 , pursuant to the private placement agreement dated on January 26, 2026.
On
March 24, 2026, the Company issued 75,000 shares of its common stock to one individual investor at an agreed price of $ 3.57 per share
for aggregate proceeds of $ 267,750 , pursuant to the private placement agreement dated on March 5, 2026.
18
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
On
April 8, 2026, the Company issued 70,000 shares of its common stock to one individual investor at an agreed price of $ 3.94 per share
for aggregate proceeds of $ 275,800 , pursuant to the private placement agreement dated on March 19, 2026.
On
April 14, 2026, the Company issued 60,000 shares of its common stock to one individual investor at an agreed price of $ 4.1 per share
for aggregate proceeds of $ 246,000 , pursuant to the private placement agreement dated on March 28, 2026.
NOTE
15 – TREASURY STOCK
As
of June 30, 2026 and December 31, 2025, the number of treasury stock of the Company was 28,583 and 28,583 , respectively.
NOTE
16 – STOCK-BASED COMPENSATION
Pursuant
to the Company’s 2025 Omnibus Equity Incentive Plan adopted and approved in 2025 (“2025 Plan”), awards under the 2025
Plan are limited in the aggregate to 2,000,000 shares of our common stock, inclusive of the awards that were previously issued and outstanding
under the Company’s 2019 Omnibus Equity Incentive Plan,, as amended (the “2019 Plan”). Upon adoption and approval of
the 2025 Plan, the 2019 Plan was frozen, no new awards will be granted under the 2019 Plan, and outstanding awards under the 2019 Plan
will continue to be governed by the terms and condition of the 2019 Plan and applicable award agreement. As of June 30, 2026, the number
of shares of the Company’s common stock available for grant of stock options and issuance under the 2025 Plan is 14,000 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 six months ended June 30, 2026 and 2025, total compensation costs for options issued recorded in the consolidated statement of comprehensive
income (loss) were nil . There were no related tax benefits as a full valuation allowance was recorded in the six-months ended June 30,
2026 and 2025.
The
following table summarizes all Company stock option transactions between January 1, 2026 and June 30, 2026.
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, 2026
—
$ —
$ —
Granted during the period
—
$ —
$ —
Exercised during the period
—
$ —
$ —
Expired during the period
—
$ —
$ —
Balance, June 30, 2026
—
$ —
$ —
Stock Options and Warrants Outstanding and
Exercisable
Outstanding
at
June 30, 2026
Range of
Exercise
Prices
Weighted Average
Remaining
Contractual
Life
(Years)
Outstanding and exercisable
—
—
—
All
options exercisable and outstanding as at June 30, 2026 are fully vested. As of June 30, 2026 there was no unrecognized compensation
cost related to outstanding stock options.
The
aggregate intrinsic value of options outstanding and exercisable as of June 30, 2026, was nil .
During the six months ended June 30,
2026 and 2025, there were no options exercised.
19
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
17 – ACCRUED LIABILITIES
On
September 18, 2023, Shandong Shouguang Vegetable Industry Group Co., Ltd. and Shandong Shouguang Vegetable Seed Group Co., Ltd. entered
into loan agreements with Shandong Deepin City Emergency Loan Fund Co., Ltd.. A total of nine companies and individuals providing guarantee
to these loans, including SCHC and SYCI. As of July 2024, Shangdong Shouguang Vegetable Industry Group Co., Ltd. and Shandong Shouguang
Vegetable Seed Group Co., Ltd. owed a principal of $ 2,104,050 and RMB $ 1,402,700 to Shandong Deepin City Emergency Loan Fund Co., Ltd.,
respectively.
Mediated
by the Local Arbitration Commission and documented in mediation documents No. 1358 and 1357, Shandong Shouguang Vegetable Industry
Group Co., Ltd. and Shandong Shouguang Vegetable Seed Industry Group Co., Ltd. were to repay $ 2,104,050 and
$ 1,402,700 to
Shandong Deepin City Emergency Loan Fund Co., Ltd. before May 8, 2024, respectively. In addition, they were required to pay
interests every ten days starting from January 1, 2024. SCHC and SYCI are jointly and severally liable for both the principal and
interests.
Shandong
Deepin City Emergency Loan Fund Co., Ltd. sought court action as Shandong Shouguang Vegetable Industry Group Co., Ltd. and Shandong Shouguang
Vegetable Seed Industry Group Co., Ltd. were unable to pay principal before deadline or interests as scheduled. Pursuant to court orders
(2024) Lu 07 Exec 640 and (2024) Lu 07 Exec 641, SCHC and SYCI, as guarantors, are required to repay the principal and interests. The
Shandong Weifang Intermediate People’s Court ruled to auction the land at Xiangjiang road, Yangkou town, Shouguang City and the
attached properties on it, and the auction proceeds would be used to repay Shandong Deepin City Emergency Loan Fund Co., Ltd.
The
court engaged a third-party valuer for evaluation of the land at Xiangjiang road, Yangkou town, Shouguang city and its attached properties.
The valuation report returned a fair value of $ 4,580,892 . The Company recognized an impairment loss of $ 29,782,912 accordingly.
The
court imposed a forced auction of the land and its attached properties in July, 2025 however the auction was failed. A second auction
was held on August 15, 2025. The land and its attached properties were sold at $ 2,556,733 . As the selling price was lower than the fair
value, the Company recognized a loss on disposal of long-lived assets of $ 2,008,853 .
As
of June 30, 2026, as SCHC were liable for a sum of principal and interests of $ 515,666 , net of auction proceeds, the Company recognized
accrued liabilities of $ 515,666 accordingly.
NOTE
18 – 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 six-month periods ended June 30, 2026 and 2025, 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 six- month
periods ended June 30, 2026 and 2025.
(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 six-month periods ended June 30, 2026 and 2025. The applicable statutory tax rates for the six-month periods ended June 30, 2026 and
2025 are 16.5 %. There is no dividend withholding tax in Hong Kong.
(d) PRC
Enterprise
income tax (“EIT”) for the subsidiaries in the PRC is charged at 25 % of the assessable profits.
SCHC,
SYCI, DCHC, and SHSI are a wholly foreign-owned enterprises (“FIE”) incorporated in the PRC. They are subject to the 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.
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.
20
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
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
2026
2025
2026
2025
Three-Month
Period Ended
June 30,
Six-Month
Period Ended
June 30,
2026
2025
2026
2025
Current taxes – PRC
$ —
$ —
$ —
$ —
Deferred tax – PRC entities
—
—
—
—
Total Income tax (expenses) benefits
$ —
$ —
$ —
$ —
Significant
components of the Company’s deferred tax assets and liabilities at June 30, 2026 and December 31, 2025 are as follows:
SCHEDULE OF DEFERRED
TAX ASSETS AND LIABILITIES
June 30,
December 31,
2026
2025
Deferred tax liabilities
$ —
$ —
Deferred tax assets:
Exploration costs
$ 1,827,899
$ 1,771,262
Allowance
19,441
78,013
Impairment of long-lived assets
74,268
71,966
PRC tax losses
7,478,724
7,485,619
Accrued liabilities
128,916
124,922
US federal net operating loss
1,947,391
1,965,991
Total deferred tax assets
11,476,639
11,497,773
Valuation allowance
( 11,476,639 )
( 11,497,773 )
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, 2026 and 2025, 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
decrease in valuation allowance for the three-month period ended June 30, 2026 is $ 136,034 .
The
increase in valuation allowance for the three-month period ended June 30, 2025 is $ 268,713 .
The
decrease in valuation allowance for the six-month period ended June 30, 2026 is $ 21,134 .
The
increase in valuation allowance for the six-month period ended June 30, 2025 is $ 1,352,530 .
There
were no unrecognized tax benefits and accrual for uncertain tax positions as of June 30, 2026 and December 31, 2025 and no amounts accrued
for penalties and interest for the six months ended June 30, 2026 and 2025.
21
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
19 – 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, 2026
Operating Segment
Bromine *
Crude
Salt *
Chemical
Products
Natural
Gas
Segment
Total
Corporate
Total
Net revenue (external customers)
$ 12,244,273
$ 642,704
$ —
$ —
$ 12,886,977
$ —
$ 12,886,977
Net revenue (intersegment)
—
—
—
—
—
—
—
Income (loss) from operations before income tax (expense) benefit
1,409,472
( 97,230 )
—
( 40,116 )
1,272,126
( 19,959 )
1,252,167
Income tax benefit (expense)
—
—
—
—
—
—
—
Income (loss) from operations after income tax (expense) benefit
1,409,472
( 97,230 )
—
( 40,116 )
1,272,126
( 19,959 )
1,252,167
Total assets
76,990,211
59,022,313
—
496,478
136,509,002
266,233
136,775,235
Depreciation and amortization
3,371,816
781,799
—
26,587
4,180,202
—
4,180,202
Capital expenditures
1,242,384
—
—
—
1,242,384
—
1,242,384
Three-Month
Period Ended June 30, 2025
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 (expense) benefit
( 134,041 )
( 181,160 )
( 348,203 )
( 43,255 )
( 706,659 )
( 84,614 )
( 791,273 )
Income tax (expense) benefit
—
—
—
—
—
—
—
Loss from operations after income tax (expense) benefit
( 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
—
—
—
—
—
—
—
Six-Month
Period Ended
June 30, 2026
Bromine *
Crude
Salt *
Chemical
Products
Natural Gas
Segment
Total
Corporate
Total
Net revenue (external customers)
$ 14,494,223
$ 761,380
$ —
$ —
$ 15,255,603
$ —
$ 15,255,603
Net revenue (intersegment)
—
—
—
—
—
—
—
Loss from operations before income tax (expense) benefit
( 1,658,306 )
( 824,909 )
—
( 71,925 )
( 2,555,140 )
( 249,290 )
( 2,804,430 )
Income tax benefit (expense)
—
—
—
—
—
—
—
Loss from operations after income tax (expense) benefit
( 1,658,306 )
( 824,909 )
—
( 71,925 )
( 2,555,140 )
( 249,290 )
( 2,804,430 )
Total assets
76,990,211
59,022,313
—
496,478
136,509,002
266,233
136,775,235
Depreciation and amortization
6,669,288
1,551,592
—
52,751
8,273,631
—
8,273,631
Capital expenditures
1,795,102
—
—
—
1,795,102
—
1,795,102
Six-Month
Period Ended
June 30, 2025
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 (expense) benefit
( 3,508,547 )
( 768,969 )
( 710,095 )
( 88,099 )
( 5,075,710 )
( 366,450 )
( 5,442,160 )
Income tax (expense) benefit
—
—
—
—
—
—
—
Loss from operations after income tax (expense)
benefit
( 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
—
—
—
—
—
—
—
* 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 segments.
22
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
19 – BUSINESS SEGMENTS – Continued
SCHEDULE
OF SEGMENT COST
Reconciliations
2026
2025 (Restated)
2026
2025 (Restated)
Three-Month Period Ended June 30,
Six-Month Period Ended June 30,
Reconciliations
2026
2025 (Restated)
2026
2025 (Restated)
Total segment operating income (loss)
$ 1,272,126
$ ( 706,659 )
$ ( 2,555,140 )
$ ( 5,075,710 )
Corporate costs
( 19,959 )
( 84,614 )
( 249,290 )
( 366,450 )
Unrealized gain on translation of intercompany balance
-
-
-
-
Profit (loss) from operations
1,252,167
( 791,273 )
( 2,804,430 )
( 5,442,160 )
Interest expense
( 124,673 )
( 21,674 )
( 248,117 )
( 43,396 )
Interest income
18,816
1,795
272,476
4,224
Other expenses, net
( 3,117 )
( 3,212 )
( 3,117 )
( 3,212 )
Income (loss) before taxes
$ 1,143,193
$ ( 814,364 )
$ ( 2,783,188 )
$ ( 5,484,544 )
The
following table shows the major customers (10% or more) for the three-month period ended June 30, 2026.
BUSINESS SEGMENTS - SCHEDULE OF
REVENUE BY MAJOR CUSTOMERS
Chemical
Total
Percentage of
Bromine
Crude Salt
Products
Revenue
Total
Number
Customer
(000’s)
(000’s)
(000’s)
(000’s)
Revenue (%)
1
Shandong Shouguang Shenrunfa Marine Chemical Company Limited
$ 2,293
$ —
$ —
$ 2,293
17.8 %
2
Shandong Brother Technology Limited
1,652
257
—
1,909
14.8 %
3
Shandong Morui Chemical Company Limited
1,610
253
—
1,863
14.5 %
4
Shouguang Weidong Chemical Company Limited
1,545
132
—
1,677
13.0 %
5
Shandong Xuruixin Materials Company Limited
$ 1,520
$ —
$ —
$ 1,520
11.8 %
The
following table shows the major customers (10% or more) for the six-month period ended June 30, 2026.
Chemical
Total
Percentage of
Bromine
Crude Salt
Products
Revenue
Total
Number
Customer
(000’s)
(000’s)
(000’s)
(000’s)
Revenue (%)
1
Shandong Shouguang Shenrunfa Marine Chemical Company Limited
$ 2,686
$ —
$ —
$ 2,686
17.6 %
2
Shandong Brother Technology Limited
1,915
307
—
2,222
14.6 %
3
Shandong Morui Chemical Company Limited
1,873
297
—
2,170
14.2 %
4
Shouguang Weidong Chemical Company Limited
1,808
158
—
1,966
12.9 %
5
Shandong Xuruixin Materials Company Limited
$ 1,783
$ —
$ —
$ 1,783
11.7 %
The
following table shows the major customers (10% or more) for the three-month period ended June 30, 2025.
Bromine
Crude Salt
Chemical
Products
Total
Revenue
Percentage of
Total
Number
Customer
(000’s)
(000’s)
(000’s)
(000’s)
Revenue (%)
1
Shandong Morui Chemical Company Limited
$ 1,132
$ 236
$ —
$ 1,368
16.4 %
2
Shandong Brother Technology Limited
1,016
230
—
1,246
14.9 %
3
Shouguang Weidong Chemical Company Limited
1,029
202
—
1,231
14.7 %
4
Shandong Shouguangshen Runfa Marine Chemical Company Limited
$ 1,032
$ —
$ —
$ 1,032
12.4 %
The
following table shows the major customers (10% or more) for the six-month period ended June 30, 2025.
Bromine
Crude Salt
Chemical
Products
Total
Revenue
Percentage of
Total
Number
Customer
(000’s)
(000’s)
(000’s)
(000’s)
Revenue (%)
1
Shandong Morui Chemical Company Limited
$ 1,328
$ 294
$ —
$ 1,622
16.3 %
2
Shandong Brother Technology Limited
1,209
226
—
1,475
14.8 %
3
Shouguang Weidong Chemical Company
Limited
1,226
230
—
1,456
14.6 %
4
Shandong Shouguangshen Runfa Marine
Chemical Company Limited
$ 1,227
$ —
$ —
$ 1,227
12.3 %
23
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
NOTE
20– CUSTOMER CONCENTRATION
During
the six-month period ended June 30, 2026, the Company sold 70.9 % of its products to its top five customers. As of June 30, 2026, amounts
due from these customers were $ 11,438,410 .
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 .
NOTE
21– MAJOR SUPPLIERS
During
the six-month period ended June 30, 2026, the Company purchased 100 % of its raw materials from its top four suppliers. As of June 30,
2026, amounts due to those suppliers were $ 1,419,986 .
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 .
NOTE
22 – 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 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.
24
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
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, 2026.
NOTE
23 - SUBSEQUENT EVENT
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.
NOTE
24 – RESTATEMENT
The
Company restated 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.
25
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
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:
SCHEDULE
OF STATEMENT OF OPERATIONS INCOME (LOSS)
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.
26
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
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.
27
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
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:
SCHEDULE
OF CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
Reference
issued
outstanding
stock
Amount
stock
issued
capital
unappropriated
appropriated
Income(loss)
Total
Common stock
Accumulated
Restatement
Number
of shares
Number
of shares
Number of
treasury
Treasury
Share to be
Additional
paid-in
Retained
earnings
Retained
earnings
other
comprehensive
Reference
issued
outstanding
stock
Amount
stock
issued
capital
unappropriated
appropriated
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 ended 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 ended 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 ended 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.
28
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
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:
Reference
issued
outstanding
stock
Amount
stock
issued
capital
unappropriated
appropriated
Income(loss)
Total
Common stock
Accumulated
Restatement
Number
of shares
Number
of shares
Number of
treasury
Treasury
Share to be
Additional
paid-in
Retained
earnings
Retained
earnings
other
comprehensive
Reference
issued
outstanding
stock
Amount
stock
issued
capital
unappropriated
appropriated
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 ended 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)
( 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 ended June 30, 2025
(b)
—
—
—
—
—
—
—
( 81,267 )
—
—
( 81,267 )
BALANCE AT
JUNE 30, 2025
(a)
( 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 ended June 30, 2025
—
—
—
—
—
—
—
( 5,484,544 )
—
—
( 5,484,544 )
Net
loss
—
—
—
—
—
—
—
( 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 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.
29
GULF
RESOURCES, INC.
AND SUBSIDIARIES
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE
30, 2026
(Expressed
in U.S. dollars)
(UNAUDITED)
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:
SCHEDULE
OF CONSOLIDATED STATEMENT OF CASH FLOWS
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
As
Previously
Reported
Restatement
Note
As
Restated
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
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
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.
30
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.