Gulf Resources, Inc 10-Q/A for FY2025 Q1
Gulf Resources, Inc. (GURE)
About this 10-Q/A
Gulf Resources, Inc filed this 10-Q/A on September 30, 2026, covering the quarter ended March 31, 2025 (FY2025 Q1).
Headline figures
Quarter ended March 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.6M
- up 22.8% from $1.31M a year earlier
- Net loss
- $4.67M
- compared with a net loss of $3.99M a year earlier
- Diluted EPS
- -$3.93
- compared with -$3.66 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
Or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ________to ________
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
Not Applicable.
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol (s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging
Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of September 29, 2026, the registrant had outstanding shares of common stock, excluding 28,583 shares of treasury stock.
EXPLANATORY NOTE
This Amendment is being filed in response to comment letters dated July 21, 2025, September 16, 2025, January 28, 2026, May 20, 2026, August 12, 2026 and September 17, 2026 (collectively, the “SEC Comment Letter”) received from the staff of the SEC and relates to matters discussed in the SEC Comment Letter and in the Company’s responses dated August 28, 2025, November 13, 2025, April 30, 2026 and June 1, 2026. Item 1 of Part I in the Form 10-Q is amended by this Amendment to reflect additional information and revised disclosure requested in the SEC Comment Letter to include a revised Notes 1, 6, 7, 9, 12, 13, 17, 21 and 22 to the consolidated financial statements. Item 1A of Part II in the Form 10-Q are amended by this Amendment to reflect additional information and revised disclosures regarding recent regulatory developments in China, government regulation, risk factors. The financial statements included in the Original Filing should no longer be relied upon because of the errors described above. No other information in the Original Filing was incorrectly presented, and this Amendment should be read in conjunction with the Original Filing.
In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, this Amendment includes new certifications required by Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, as amended, dated as of the filing date of this Amendment.
Other than as expressly described above, no changes have been made to the Original Filing. This Amendment does not reflect events occurring after the Original Filing.
Table of Contents
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
GULF RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars)
March 31, 2025 (Unaudited) (Restated) | December 31, 2024 (Audited) (Restated) | |||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventories, net | ||||||||
| Prepayments and deposits, net | ||||||||
| Amount due from related parties | ||||||||
| Other receivable | ||||||||
| Total Current Assets | ||||||||
| Non-Current Assets | ||||||||
| Property, plant and equipment, net | ||||||||
| Finance lease right-of-use assets | ||||||||
| Operating lease right-of-use assets | ||||||||
| Prepaid land leases, net of current portion | ||||||||
| Deferred tax assets, net | ||||||||
| Total non-current assets | ||||||||
| Total Assets | ||||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Taxes payable-current | ||||||||
| Amount due to related parties | ||||||||
| Finance lease liabilities, current portion | ||||||||
| Operating lease liabilities, current portion | ||||||||
| Total Current Liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Finance lease liabilities, net of current portion | ||||||||
| Operating lease liabilities, net of current portion | ||||||||
| Total Non-Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitment and Loss Contingencies | ||||||||
| Stockholders’ Equity | ||||||||
| PREFERRED STOCK; $ par value; shares authorized; outstanding | ||||||||
| COMMON STOCK; $ par value; shares authorized; and shares issued; and and shares outstanding as of March 31, 2025 and December 31, 2024(1) | ||||||||
| Treasury stock; shares as of March 31, 2025 and December 31, 2024 at cost | ( | ) | ( | ) | ||||
| Additional paid-in capital(1) | ||||||||
| Share to be issued | ||||||||
| Retained earnings unappropriated | ||||||||
| Retained earnings appropriated | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
| (1) |
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)
| 2025(Restated) | 2024(Restated) | |||||||
| Three-Month Period Ended March 31, | ||||||||
| 2025(Restated) | 2024(Restated) | |||||||
| NET REVENUE | $ | $ | ||||||
| OPERATING COSTS AND EXPENSE | ||||||||
| Cost of revenue | ( | ) | ( | ) | ||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| Direct labor and factory overheads incurred during plant shutdown | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| TOTAL OPERATING COSTS AND EXPENSE | ( | ) | ( | ) | ||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Other expense, net | ( | ) | ||||||
| TOTAL OTHER INCOME, NET | ( | ) | ||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||
| INCOME TAX (EXPENSE) BENEFIT | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| COMPREHENSIVE LOSS: | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||||
| - Foreign currency translation adjustments | ( | ) | ||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||
| BASIC AND DILUTED LOSS PER SHARE(1): | $ | ) | $ | ) | ||||
| BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES(1): | ||||||||
| (1) |
See accompanying notes to the condensed consolidated financial statements.
| 2 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
THREE-MONTH PERIODS ENDED MARCH 31, 2025 AND 2024
(Expressed in U.S. dollars)
| Common stock | ||||||||||||||||||||||||||||||||||||||||||||
| Number | Number | Number | Accumulated | |||||||||||||||||||||||||||||||||||||||||
of shares | of shares | of treasury | Treasury | Share to be |
Additional paid-in |
Retained earnings | Retained earnings | other comprehensive | ||||||||||||||||||||||||||||||||||||
| Issued(1) | Outstanding(1) | stock(1) | Amount(1) | stock | issued | capital(1) | unappropriated | appropriated | Income(loss) | Total | ||||||||||||||||||||||||||||||||||
BALANCE AT DECEMBER 31, 2024 (Audited) (Restated) | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
| Restricted shares issued for services | — | ( | ) | |||||||||||||||||||||||||||||||||||||||||
| Acquisition of assets | — | |||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss for three-month period ended March 31, 2025 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 (Unaudited) (Restated) | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||
| Common stock | ||||||||||||||||||||||||||||||||||||||||
| Number | Number | Number | Accumulated | |||||||||||||||||||||||||||||||||||||
of shares | of shares | of treasury | Treasury |
Additional paid-in |
Retained earnings |
Retained earnings |
other comprehensive | |||||||||||||||||||||||||||||||||
| issued(1) | outstanding(1) | stock(1) | Amount | stock | capital(1) | unappropriated | appropriated | Income(loss) | Total | |||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2023 (Audited) (Restated) | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Net loss for three-month period ended March 31, 2024 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2024(Unaudited) (Restated) | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| (1) |
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)
| 2025(Restated) | 2024(Restated) | |||||||
| Three-Month Period Ended March 31, | ||||||||
| 2025(Restated) | 2024(Restated) | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Amortization on capital lease | ||||||||
| Depreciation and amortization | ||||||||
| Deferred tax asset | ( | ) | ||||||
| Stock-based compensation expense | ||||||||
| Amortization of operating lease right-of-use assets | ||||||||
| Amortization of finance lease right-of-use assets | ||||||||
| Changes in assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventories | ( | ) | ( | ) | ||||
| Prepayments and deposits | ( | ) | ( | ) | ||||
| Advance from customers | ( | ) | ||||||
| Other receivables | ( | ) | ( | ) | ||||
| Accounts and other payable and accrued expenses | ( | ) | ||||||
| Taxes payable | ( | ) | ||||||
| Lease liabilities | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of property, plant and equipment | ||||||||
| Net cash provided by (used in) investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Repayment of finance leases obligation | ||||||||
| Net cash provided by (used in) financing activities | ||||||||
| EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | ( | ) | ||||||
| NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||
| CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS - END OF PERIOD | $ | $ | ||||||
| 4 |
GULF RESOURCES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(Expressed in U.S. dollars)
| Years Ended March 31, | ||||||||
| 2025(Restated) | 2024 | |||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||
| Cash paid during the three-month period ended March 31, for: | ||||||||
| Paid for taxes | $ | $ | ||||||
| Interest paid | $ | $ | ||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
See accompanying notes to the condensed consolidated financial statements.
| 5 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
| (a) | Basis of Presentation and Consolidation |
The accompanying unaudited consolidated financial statements have been prepared by Gulf Resources, Inc. (“Gulf Resources”), a Nevada corporation and its subsidiaries (collectively, the “Company”).
The consolidated financial statements include the accounts of Gulf Resources, Inc. and its wholly-owned subsidiary, Upper Class Group Limited, a company incorporated in the British Virgin Islands, which owns 100% of Hong Kong Jiaxing Industrial Limited, a company incorporated in Hong Kong (“HKJI”). HKJI owns 100% of Shouguang City Haoyuan Chemical Company Limited (“SCHC”) which owns 100% of Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”), Daying County Haoyuan Chemical Company Limited (“DCHC”) and Shouguang Hengde Salt Industry Co. Ltd. (“SHSI”). All material intercompany transactions have been eliminated on consolidation.
| (b) | Going Concern Consideration |
The consolidated financial statements are prepared on the going concern basis, meaning that the enterprise is expected to realize the assets and settle the liabilities through normal business operations. However, the going concern of the enterprise relies on many factors, such as profitable operations, generating operating cash flows, obtaining financing, etc.
The
Company assesses its liquidity by monitoring cash and cash equivalents, as well as operating and capital expenditure commitments. As
of March 31, 2025, the Company had current assets of $
If there are significant doubts regarding the Company’s ability to continue operations, the Company is attempting to alleviate such concerns through measures such as controlling operating expenses, shifting business focus to revenue-generating activities, obtaining authorization from domestic banks and other financial institutions, and seeking equity or debt financing. Additionally, the Company will also obtain financial support commitments from related parties. However, these situations still pose significant doubts regarding the Company’s ability to continue operations. The financial statements do not consider the potential impact on the recoverability of assets, classification, and amounts and classification of liabilities if the Company is unable to continue operations.
| (c) | Nature of the Business |
The Company manufactures and trades bromine through its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited (“SCHC”) ;manufactures and trades crude salt through its wholly-owned subsidiary, Shouguang Hengde Salt Industry Co. Ltd (“SHSI”); and manufactures chemical products for use in the oil industry, pesticides, paper manufacturing industry and for human and animal antibiotics through its wholly-owned subsidiary, Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”) in the People’s Republic of China (“PRC”). Daying County Haoyuan Chemical Company Limited (“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 (c)(iii)).
| (i) | Bromine and Crude Salt Segments |
In February 2019, the Company received a notification from the local government of Yangkou County that its Factory No. 1, No. 4, No. 7 and No. 9 passed inspection and could resume operations. In April 2019, Factory No.1, and Factory No.7 resumed operation.
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, 2019to 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 May6, 2020. The Company received verbal notification from the government regarding Factory No. 8, allowing it to recommence production in August 2022. Factory No. 8 began contributing revenue in the fourth quarter of 2022. The Company is still waiting for governmental approval for Factories No. 2 and No. 10. To our knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, we may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories to satisfy the local government’s requirements.
In April 2022, Shouguang Hengde Salt Industry Co. Ltd, our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading. This subsidiary was created in response to a new government policy that required bromine and crude salt companies to have separate registrations. The creation of this subsidiary and the separation of bromine and crude salt do not impact sales or overall profits. However, the establishment of this subsidiary has resulting in a reallocation of costs between bromine and crude salt.
| 6 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(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 was because the two plants were located in a residential area and their production activities impacted the living environment of the residents. This was as a result of the country’s effort to improve the development of the chemical industry, manage safe production and curb environmental pollution accidents effectively, and ensure the quality of the living environment of residents. All chemical enterprises which did not comply with the requirements of the safety and environmental protection regulations were ordered to shut down.
In December 2017, the Company secured from the government the land use rights for its chemical plants located at the Bohai Park and in June 2018, the Company presented a completed construction design draft and other related documents to the local authorities for approval. In January 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020 and basically completed the civil works by the end of June 2021. On November 15, 2021, the Company announced that due to the supply chain issues as well as the electric restrictions in China, the delivery of some equipment, the equipment installation and testing and beginning trial production at the chemical factory had been delayed. On February 22, 2022, the Company announced that discussions with the government have convinced management that the electricity restrictions are being eased. Accordingly, the Company has contacted its suppliers and expected to have the remainder of the equipment produced and delivered, so the Company can complete installation and begin testing and trial production.
The
Company estimates this relocation process will cost approximately $
The Company suspended the construction in the chemical factory until it decide what products can be produced most profitably.
| (iii) | Natural Gas Segment |
In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in 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.
| (d) | Use of Estimates |
The Company’s consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The most significant accounting estimates with regard to these consolidated financial statements that require the most significant and subjective judgments include, but are not limited to, useful lives of property, plant and equipment,recoverability of long-lived assets, determination of impairment losses, assessment of market value of inventories and provision for inventory obsolescence, allowance for doubtful accounts, recognition and measurement of deferred income taxes, valuation allowance for deferred tax assets, and assumptions used for the valuation of share based payments. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions.
| (e) | Cash and Cash Equivalents |
Cash and cash equivalents consist of all cash balances and highly liquid investments with original maturities of three months or less. Because of short maturity of these investments, the carrying amounts approximate their fair values.
| (f) | Allowance for Doubtful Accounts |
We make estimates of the uncollectability of accounts receivable, especially analyzing accounts receivable and historical bad debts, customer concentrations, customer credit-worthiness, current economic trends and changes in customer payment terms, when evaluating the adequacy of the allowance for doubtful accounts. Credit evaluations are undertaken for all major sale transactions before shipment is authorized. On a quarterly basis, we evaluate aged items in the accounts receivable aging report and provide an allowance in an amount we deem adequate for doubtful accounts. If management were to make different judgments or utilize different estimates, material differences in the amount of our reported operating expenses could result.
| (g) | Concentration of Credit Risk |
The
Company is exposed to credit risk in the normal course of business, primarily related to accounts receivable and cash and cash equivalents.
Substantially all of the Company’s cash and cash equivalents are maintained with financial institutions in the PRC, namely, Industrial
and Commercial Bank of China Limited, China Merchants Bank Company Limited and Sichuan Rural Credit Union, which are not insured or otherwise
protected. The Company placed $
| 7 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
| (h) | Property, Plant and Equipment |
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Expenditures for new facilities or equipment, and major expenditures for betterment of existing facilities or equipment are capitalized and depreciated 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 | ||||
| Leasehold improvements | ||||
| Plant and machinery (including protective shells, transmission channels and ducts) | ||||
| Motor vehicles | ||||
| Furniture, fixtures and equipment | ||||
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.
| (i) | Asset Retirement Obligation |
The Company follows Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”), which established a uniform methodology for accounting for estimated reclamation and abandonment costs. FASB ASC 410 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which the legal obligation associated with the retirement of the long-lived asset is incurred. When the liability is initially recorded, the offset is capitalized by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. To settle the liability, the obligation is paid, and to the extent there is a difference between the liability and the amount of cash paid, a gain or loss upon settlement is recorded.
Currently, there are no reclamation or abandonment obligations associated with the land being utilized for exploitation by the bromine and crude salt factories. Also, for the two chemical plants that are to be relocated, currently, there are no obligations to restore the land to its original condition.
| (j) | Recoverability of Long-lived Assets |
In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360-10-35 “Impairment or Disposal of Long-lived Assets”, long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable or that the useful lives of those assets are no longer appropriate. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment.
The Company determines the existence of such impairment by measuring the expected future cash 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 three-month periods ended March 31, 2025 and 2024, the Company determined that there were no events or circumstances indicating possible additional impairment of its long-lived assets.
| (k) | Retirement Benefits |
Pursuant
to the relevant laws and regulations in the PRC, the Company participates in a defined contribution retirement plan for its employees
arranged by a governmental organization. The Company makes contributions to the retirement plan at the applicable rate based on the employees’
salaries. The required contributions under the retirement plans are charged to the condensed consolidated statement of income on an accrual
basis when they are due. The Company’s contributions totaled $
| (l) | Mineral Rights |
The Company follows FASB ASC 805 “Business Combinations” that certain mineral rights are considered tangible assets and that mineral rights should be accounted for based on their substance. Mineral rights are included in property, plant and equipment.
| 8 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
| (m) | Leases |
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities in the consolidated balance sheets. Finance leases are included in finance lease ROU assets and finance lease liabilities in the consolidated balance sheets.
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease and finance lease ROU assets and liabilities are recognized on January 1, 2019, based on the present value of lease payments over the lease term discounted using the rate implicit in the lease. In cases where the implicit rate is not readily determinable, the Company uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
The Company has elected not to recognize operating lease ROU assets and liabilities arising from short-term lease.
Finance leases are initially recorded at the net present value of future minimum lease payments, which include certain lease and non- lease components. Finance leases generally have one of these five attributes: 1) ownership of the underlying asset transfers to the Company at the end of the lease term, 2) the lease agreement contains a purchase option that the Company is reasonably certain to exercise, 3) the lease term represents the major part of the asset’s economic life, 4) the present value of lease payments over the lease term equals or exceeds substantially all of the fair value of the asset, and 5) the underlying asset is so specialized in nature that it provides no alternative use to the lessor after the lease term. Finance Lease Assets are presented separately on the Consolidated Balance Sheets.
| (n) | Reporting Currency and Translation |
The financial statements of the Company’s foreign subsidiaries are measured using the local currency, Renminbi (“RMB”), as the functional currency; whereas the functional currency and reporting currency of the Company is the United States dollar (“USD” or “$”).
As such, the Company uses the “current rate method” to translate its PRC operations from RMB into USD, as required under FASB ASC 830 “Foreign Currency Matters”. The assets and liabilities of its PRC operations are translated into USD using the rate of exchange prevailing at the balance sheet date. The capital accounts are translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the Company’s PRC subsidiaries are recorded in stockholders’ equity as part of accumulated other comprehensive income (loss). The statement of comprehensive income (loss) is translated at average rate during the reporting period. Gains or losses resulting from transactions in currencies other than the functional currencies are recognized in net loss for the reporting periods as part of general and administrative expenses. The statement of cash flows is translated at average rate during the reporting period, with the exception of the consideration paid for the acquisition of business which is translated at historical rates.
| (o) | Revenue Recognition |
Net revenue is net of discount and value added tax and comprises the sale of bromine, crude salt and chemical products. Revenue is recognized when the control of the promised goods is transferred to the customers in an amount that reflects the consideration that the Company expects to receive from the customers in exchange for those goods. The acknowledgement of receipt of goods by the customers is when control of the product is deemed to be transferred. Invoicing occurs upon acknowledgement of receipt of the goods by the customers. Customers have no rights to return the goods upon acknowledgement of receipt of goods. Revenue from contracts with customers is disaggregated in Note 17.
| (p) | Basic and Diluted Net Income per Share of Common Stock |
Basic earnings per common stock are based on the weighted average number of shares outstanding during the periods presented. Diluted earnings per share are computed using weighted average number of common stocks plus dilutive common stock equivalents outstanding during the period. Potential common stocks that would have the effect of increasing diluted earnings per share are considered to be anti-dilutive, i.e. the exercise prices of the outstanding stock options were greater than the market price of the common stock. Anti-dilutive common stock equivalents which were excluded from the calculation of number of dilutive common stock equivalents amounted to and shares for the three-month periods ended March 31, 2025 and 2024, respectively.
Because the Company reported a net loss for the three-month periods ended March 31, 2025 and 2024, common stock equivalents including stock options and warrants were anti-dilutive, therefore the amounts reported for basic and diluted loss per share were the same.
| (q) | Foreign Operations |
All of the Company’s operations and assets are located in PRC. The Company may be adversely affected by possible political or economic events in this country. The effect of these factors cannot be accurately predicted.
| (r) | Inventories |
Inventories are stated at the lower of cost, determined on a first-in first-out cost basis, or net realizable value. Costs of work-in-progress and finished goods comprise direct materials, direct labor and an attributable portion of manufacturing overhead. Net realizable value is based on estimated selling price less costs to complete and selling expenses.
| 9 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
Stock-based awards issued to employees are recorded at their fair values estimated at grant date using the Black-Scholes model and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. Consistent with the accounting requirement for employee stock-based awards, nonemployee stock-based awards are measured at the grant-date fair value of the equity instruments that the Company is obligated to issue when the good has been delivered or the service has been rendered and any other conditions necessary to earn the right to benefit from the instruments have been satisfied.
The Company has elected to account for the forfeiture of stock-based awards as they occur.
(t) Loss Contingencies
The Company accrues for loss contingencies relating to legal matters, including litigation defense costs, claims and other contingent matters, including liquidated damage liabilities, when such liabilities become probable and could be reasonably estimable. Such estimates may be based on advice from third parties or on management’s judgment, as appropriate. Revisions to accruals are reflected in earnings (loss) in the period in which different facts or information become known or circumstances change that affect the Company’s previous assumptions with respect to the likelihood or amount of loss. Amounts paid upon the ultimate resolution of such liabilities may be materially different from previous estimates.
(u) Income Tax
The Company accounts for income taxes in accordance with the Income Taxes Topic of the FASB ASC, which requires the use of the liability method of accounting for deferred income taxes. Under this method, deferred income taxes are recorded to reflect the tax consequences on future years of temporary differences between the tax basis of assets and liabilities and their reported amounts at each period end. Deferred tax assets and liabilities are measured using tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. The deferred income tax effects of a change in tax rates are recognized in the period of enactment. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized. The guidance also provides criteria for the recognition, measurement, presentation and disclosures of uncertain tax positions. A tax benefit from an uncertain tax position may be recognized if it is “more likely than not” that the position is sustainable based solely on its technical merits. Interests and penalties associated with unrecognized tax benefits are included within the (benefit from) provision for income tax in the consolidated statement of comprehensive income (loss).
(v) New Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. For public entities, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For the Company which is a smaller reporting company, ASU No. 2019-10 extends the effective dates for two years. The Company had evaluated the effect of the adoption of this standard on the consolidated financial statements and related disclosures. And the Company had adopted this standard beginning January 1, 2024.
Recent accounting pronouncements adopted.
There were no recent accounting pronouncements adopted during the three months ended March 31, 2025.
| 10 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this Update affect loans, debt securities, trade receivables, and any other financial assets that have the contractual right to receive cash. The ASU requires an entity to recognize expected credit losses rather than incurred losses for financial assets. For public entities, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For the Company which is a smaller reporting company, ASU No. 2019-10 extends the effective dates for two years. The Company is currently evaluating the effect of this on the condensed consolidated financial statements and related disclosure.
(w) Fair Value Measurement
The Company applies Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures which defines fair value, establishes a framework for measuring fair value and expands financial statement disclosure requirements for fair value measurements.
ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.
ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for identical or similar assets and liabilities in active markets or in inactive markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.
The carrying amounts of the Company’s financial instruments approximate their fair values because of their short-term nature. The Company’s financial instruments include cash, accounts receivable, amounts due to related parties, other receivables, accounts payable and other current payables. There were no material unrecognized financial assets and liabilities as of March 31, 2025 and December 31, 2024.
NOTE 2 –ACCOUNTS RECEIVABLE, NET
SCHEDULE OF ACCOUNTS RECEIVABLE, NET
| March 31, 2025 | December 31, 2024 | |||||||
| Accounts receivable | $ | $ | ||||||
| Allowance for doubtful debt | ( | ) | ( | ) | ||||
Accounts receivable, net | $ | $ | ||||||
The
overall accounts receivable balance as of March 31, 2025 increased by $
| 11 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 3 – INVENTORIES, NET
Inventories consist of:
SCHEDULE OF INVENTORIES NET
| March 31, 2025 | December 31, 2024 | |||||||
| Raw materials | $ | $ | ||||||
| Finished goods | ||||||||
| Less: impairment | ( | ) | ||||||
| Inventories, net | $ | $ | ||||||
The
Company recorded impairment charges for slow moving inventory in the amounts of $ and $
NOTE 4 – PREPAYMENTS AND DEPOSITS, NET
Prepayments and deposits consisted of the following:
SCHEDULE OF PREPAYMENTS AND DEPOSITS, NET
| March
31, 2025 | December
31, 2024 | |||||||
| Prepayments and deposits | $ | $ | ||||||
| Provision for impairment | ( | ) | ( | ) | ||||
| Prepayments and deposits, net | $ | $ | ||||||
As
of March 31, 2025 , the Company recorded the total prepayments and deposits, and the provision for impairment was $
NOTE 5– PREPAID LAND LEASES
The
Company has the rights to use certain parcels of land located in Shouguang, Shandong , PRC, through lease agreements signed with
local townships or the government authority. The production facilities and warehouses of the Company are located on these parcels of
land. The lease term ranges from ten
In
December 2017, the Company paid a one lump sum upfront amount of $
| 12 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment, net consist of the following:
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT
| March
31, 2025 (Restated) | December
31, 2024 (Restated) | |||||||
| At cost: | ||||||||
| Mineral rights | $ | $ | ||||||
| Leasehold improvements | ||||||||
| Plant and machinery | ||||||||
| Furniture, fixtures and office equipment | ||||||||
| Motor vehicles | ||||||||
| Construction in process | ||||||||
| Total | ||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Less: Impairment | ( | ) | ( | ) | ||||
| Net book value | $ | $ | ||||||
The rollforward of property, plant and equipment, net was as follows:
SCHEDULE OF ROLLFORWARD OF PROPERTY, PLANT AND EQUIPMENT
| December
31, 2024 (Restated) | Depreciation(a) | Foreign currency translation | March
31, 2025 (Restated) | |||||||||||||
| At cost: | ||||||||||||||||
| Mineral rights | $ | $ | $ | $ | ||||||||||||
| Leasehold improvements | ||||||||||||||||
| Plant and machinery | ||||||||||||||||
| Furniture, fixtures and office equipment | ||||||||||||||||
| Motor vehicles | ||||||||||||||||
| Construction in process | ||||||||||||||||
| Total | ||||||||||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: Impairment | ( | ) | ( | ) | ( | ) | ||||||||||
| Net book value | $ | $ | ( | ) | $ | $ | ||||||||||
| (a) |
During
the three-month period ended March 31, 2024, depreciation and amortization expense totaled $
See Note 22- Restatement, for discussion regarding the impact of the Restatement.
NOTE 7 – FINANCE LEASE RIGHT-OF-USE ASSETS
Property, plant and equipment under finance lease, net consist of the following:
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT UNDER FINANCE LEASE, NET
| March
31, 2025 (Restated) | December
31, 2024 (Restated) | |||||||
| At cost: | ||||||||
| Buildings | $ | $ | ||||||
| Total | ||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Net book value | $ | $ | ||||||
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-month period ended March 31, 2025, depreciation and amortization expense totaled $
During
the three-month period ended March 31, 2024, depreciation and amortization expense totaled $
See Note 22- Restatement, for discussion regarding the impact of the Restatement.
| 13 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 8 – OPERATING LEASE RIGHT-OF-USE ASSETS
The
Company has the rights to use certain parcels of land located in Shouguang, the PRC, through lease agreements signed with local townships
or the government authority. For parcels of land that are collectively owned by local townships, the Company cannot obtain land use rights
certificates. The parcels of land of which the Company cannot obtain land use rights certificates covers a total of approximately
As
of March 31, 2025, the total operating lease ROU assets was $
The
total operating lease cost for the three-month periods ended March 31, 2025 and 2024 was $
NOTE 9 –PAYABLE AND ACCRUED EXPENSES
Payable and accrued expenses consist of the following:
SCHEDULE OF PAYABLE AND ACCRUED EXPENSES
| March
31, 2025 (Restated) | December
31, 2024 (Restated) | |||||||
| Accounts payable | $ | $ | ||||||
| Salary payable | ||||||||
| Social security insurance contribution payable | ||||||||
| Accrued expense for construction | ||||||||
| Accrued expense-others | ||||||||
| Total | $ | $ | ||||||
See Note 22- Restatement, for discussion regarding the impact of the Restatement.
| 14 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 10 – RELATED PARTY TRANSACTIONS
On
September 25, 2012, the Company purchased five floors of a commercial building in the PRC, through SYCI, from Shandong Shouguang Vegetable
Seed Industry Group Co., Ltd. (the “Seller”) at a cost of approximately $
a) Related parties
| Name of related parties | Position | |
| Ming Yang | Chairman Of the Board | |
| XiaoBin Liu | Chief Executive Officer | |
| Min Li | Chief Financial Officer | |
| NaiHui Miao | Chief Operating Officer | |
| Chengdu Dianjinshi Culture media Co., LTD | Affiliated with company officers |
b)
SCHEDULE OF RELATED PARTY TRANSACTIONS
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Amount due to related parties: | ||||||||
Ming Yang | $ | $ | ||||||
XiaoBin Liu | ||||||||
Min Li | ||||||||
NaiHui Miao | ||||||||
| Total | $ | $ | ||||||
c)
| March
31, 2025 | December
31, 2024 | |||||||
| Due from related party: | ||||||||
| Chengdu Dianjinshi Culture media Co., LTD | $ | $ | ||||||
| Total | $ | $ | ||||||
NOTE 11 – TAXES PAYABLE
SCHEDULE OF TAXES PAYABLE
| March
31, 2025 | December
31, 2024 | |||||||
| Land use tax payable | $ | $ | ||||||
| Value added tax and other taxes payable | ||||||||
| Total | $ | $ | ||||||
| 15 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 12 – LEASE LIABILITIES-FINANCE AND OPERATING LEASE
The components of finance lease liabilities were as follows:
SCHEDULE OF FINANCE LEASED LIABILITIES
| March
31, 2025(Restated) | December
31, 2024(Restated) | |||||||
| Total finance lease liabilities | $ | $ | ||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Finance lease liabilities, net of current portion | $ | $ | ||||||
The financing leases include one contract with a lease term from January 1, 2011 to December 31, 2030, and five contracts with the lease term from June 29, 2024 to June 28, 2044. All contracts have a non-cancellable lease period of 20 years, and the Company has the right to preferentially renew the lease contract under the same conditions upon the contact expires. However, the Company will decide whether to renew the lease based on the market operation situation upon the expiration.
The components of operating lease liabilities are as follows:
SCHEDULE OF OPERATING LEASE LIABILITIES
| March
31, 2025 | December
31, 2024 | |||||||
| Total Operating lease liabilities | $ | $ | ||||||
| Less: Current portion | ( | ) | ( | ) | ||||
| Operating lease liabilities, net of current portion | $ | $ | ||||||
The components of lease cost were as follows:
SCHEDULE OF LEASE COST
| Three-Month Period Ended March 31, | ||||||||
| 2025 (Restated) | 2024 (Restated) | |||||||
| Finance lease cost: | ||||||||
| - Amortization of right-of-use assets | $ | $ | ||||||
| - Interest on lease liabilities | ||||||||
| Operating lease cost | ||||||||
| Total lease cost | $ | $ | ||||||
Maturities of lease liabilities were as follows:
SCHEDULE OF MATURITIES OF LEASE LIABILITIES
| Finance Lease | Operating Lease | |||||||
| the next 12 months | $ | $ | ||||||
| the next 13 to 24 months | ||||||||
| the next 25 to 36 months | ||||||||
| the next 37 to 48 months | ||||||||
| the next 49 to 60 months | ||||||||
| thereafter | ||||||||
| Total | $ | $ | ||||||
| Less: Amount representing interest | ( | ) | ( | ) | ||||
| Present value of net minimum lease payments | $ | $ | ||||||
A summary of supplemental information related to leases is listed as follows:
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES
| March
31, 2025 | December
31, 2024 | |||||||
| Weighted average remaining lease term: | ||||||||
| Finance leases | ||||||||
| Operating leases | ||||||||
| Weighted average discount rate: | ||||||||
| Finance leases | % | % | ||||||
| Operating leases | % | % | ||||||
Supplemental cash flow information related to leases were as follows:
SCHEDULE OF CASH FLOW, SUPPLEMENTAL
| Three-Month Period Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash paid for amounts included in measurement of lease liabilities: | ||||||||
| -Operating cash flows from operating leases | $ | $ | ||||||
| -Financing cash flows from finance leases | $ | $ | ||||||
| Non-cash information on lease liabilities arising from obtaining ROU assets: | ||||||||
| -Finance leases | $ | $ | ||||||
| -Operating leases | $ | $ | ||||||
See Note 22- Restatement, for discussion regarding the impact of the Restatement.
| 16 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 13 – EQUITY
Stock Issued For The Acquisition
In June 2024, SHSI entered into crude salt field acquisition agreements with five sellers. On February 28, 2025 (“closing date”), the transactions as contemplated by the acquisition agreements were closed. On the closing date, the Company issued an aggregate of (post reverse share split shares) shares of its common stock to the sellers at an agreed price of $ per share, pursuant to the acquisition agreements.
Reverse Stock Split and Authorized Shares
On
October 27, 2025, the Company completed a
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 (post reverse share split shares) restricted shares of common stock in January 2025 to a consultant, the Company’s directors, officers, and an employee as compensation for services rendered for the year ended December 31, 2024. The restricted shares award were granted under the 2019 Omnibus Equity Incentive Plan and vested immediately. The fair value of the award on the date of grant was $ which was expensed in full during the year ended December 31, 2024.
During the three months ended March 31, 2025, the Company granted in the aggregate, (post reverse share split shares) restricted shares of common stock on March 21, 2025 to a consultant, the Company’s directors, officers and an employee as compensation for services rendered for the current year. The restricted shares award were granted under the 2019 Omnibus Equity Incentive Plan and vested immediately. The fair value of the award on the date of grant was $ which was expensed in full during the three months period ended March 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
| 17 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 14 – TREASURY STOCK
As of March 31, 2025 and December 31, 2024, the number of treasury stock of the Company was and , respectively.
NOTE 15 – STOCK-BASED COMPENSATION
Pursuant to the Company’s 2019 Omnibus Equity Incentive Plan adopted and approved in 2019 (“2019 Plan”), awards under the 2019 Plan is limited in the aggregate to shares of our common stock, inclusive of the awards that were previously issued and outstanding under the Company’s 2007 Equity Incentive Plan, as amended (the “2007 Plan”). Upon adoption and approval of the 2019 Plan, the 2007 Plan was frozen, no new awards will be granted under the 2007 Plan, and outstanding awards under the 2007 Plan will continue to be governed by the terms and condition of the 2007 Plan and applicable award agreement. As of March 31, 2025, the number of shares of the Company’s common stock available for grant of stock options and issuance under the 2019 Plan was shares.
The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The risk free rate is based on the yield-to-maturity in continuous compounding of the US Government Bonds with the time-to-maturity similar to the expected tenor of the option granted, volatility is based on the annualized historical stock price volatility of the Company, and the expected life is based on the historical option exercise pattern.
For
the three months ended March 31, 2025 and 2024, total compensation costs for options issued recorded in the consolidated statement of
comprehensive income (loss) were $. There were
SCHEDULE OF STOCK OPTION ACTIVITY
Number of Option and Warrants Outstanding and exercisable | Weighted- Average Exercise price of Option and Warrants | Range of Exercise Price per Common Stock | ||||||||||
| Balance, January 1, 2025 | $ | $ | ||||||||||
| Granted during the period | $ | $ | ||||||||||
| Exercised during the period | $ | $ | ||||||||||
| Expired during the period | $ | $ | ||||||||||
| Balance, March 31, 2025 | $ | $ | ||||||||||
Stock Options and Warrants Outstanding and Exercisable
|
Outstanding at March 31, 2025 | Range of Exercise Prices | Weighted Average Remaining Contractual Life (Years) | ||||||||||
| Outstanding and exercisable | — | |||||||||||
All options exercisable and outstanding at March 31, 2025 are fully vested. As of March 31, 2025 there was unrecognized compensation cost related to outstanding stock options,
The aggregate intrinsic value of options outstanding and exercisable as of March 31, 2025 and 2024 was $
| 18 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 16 – INCOME TAXES
The Company utilizes the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.
(a) United States (“US”)
Gulf
Resources, Inc. may be subject to the United States of America Tax laws at a tax rate of
(b) British Virgin Islands (“BVI”)
Upper Class Group Limited, a subsidiary of Gulf Resources, Inc., was incorporated in the BVI and, under the current laws of the BVI, it is not subject to tax on income or capital gain in the BVI. Upper Class Group Limited did not generate assessable profit for the three- month periods ended March 31, 2025 and 2024.
(c) Hong Kong
HKJI,
a subsidiary of Upper Class Group Limited, was incorporated in Hong Kong and is subject to Hong Kong taxation on its activities conducted
in Hong Kong and income arising in or derived from Hong Kong. No provision for income tax has been made as it has no taxable income for
the three-month periods ended March 31, 2025 and 2024. The applicable statutory tax rates for the three- month periods ended March 31,
2025 and 2024 are
(d) PRC
Enterprise
income tax (“EIT”) for SCHC, SYCI, SHSI and DCHC in the PRC is charged at
The operating subsidiaries SCHC, SYCI, DCHC, and SHSI are wholly foreign-owned enterprises (“FIE”) incorporated in the PRC and are subject to PRC Local Income Tax Law. The PRC tax losses may be carried forward to be utilized against future taxable profit for ten years for High-tech enterprises and small and medium-sized enterprises of science and technology and for five years for other companies. Tax losses of the operating subsidiaries of the Company may be carried forward for five years.
On February 22, 2008, the Ministry of Finance (“MOF”) and the State Administration of Taxation (“SAT”) jointly issued Cai Shui [2008] Circular 1 (“Circular 1”). According to Article 4 of Circular 1, distributions of accumulated profits earned by a FIE prior to January 1, 2008 to foreign investor(s) in 2008 will be exempted from withholding tax (“WHT”) while distribution of the profit earned by an FIE after January 1, 2008 to its foreign investor(s) shall be subject to WHT at 5% effective tax rate.
As
of March 31, 2025 and December 31, 2024, the accumulated distributable earnings under the Generally Accepted Accounting Principles
(“GAAP”) of PRC that are subject to WHT are $
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 2017 are currently subject to examination.
Inland Revenue Department of Hong Kong (“IRD”) may examine the Company’s income tax returns filed in Hong Kong for seven years from date of filing. For the years 2012 through 2019, HKJI did not report any taxable income. It did not file any income tax returns during these years except for 2014 and 2018. For companies which do not have taxable income, IRD typically issues notification to companies requiring them to file income tax returns once in every four years. The tax returns for 2014 and 2018 are currently subject to examination.
The components of the provision for income tax benefit (expense) from continuing operations are:
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE BENEFIT
| 2025 | 2024 | |||||||
| Three-Month Period Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Current taxes – PRC | $ | $ | ||||||
| Deferred tax – PRC entities | ( | ) | ||||||
| Total Income tax (expenses) benefits | $ | $ | ( | ) | ||||
| 19 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 16 – INCOME TAXES – Continued
Significant components of the Company’s deferred tax assets and liabilities at March 31, 2025 and December 31, 2024 are as follows:
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES
| March
31, 2025 | December
31, 2024 | |||||||
| Deferred tax liabilities | $ | $ | ||||||
| Deferred tax assets: | ||||||||
| Exploration costs | ||||||||
| Allowance | ||||||||
| Impairment of property plant and equipment | ||||||||
| PRC tax losses | ||||||||
| US federal net operating loss | ||||||||
| Total deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| 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 March 31, 2025 and 2024, valuation allowances were mainly provided against deferred tax assets caused by exploration costs and net operating loss where it was determined it was more likely than not that the benefits of the deferred tax assets will not be realized due to their continuous losses.
The
increase in valuation allowance for the three-month period ended March 31, 2025 is $
There
were
NOTE 17 – BUSINESS SEGMENTS
ASC 280, Disclosures about Segments, of an Enterprise and Related Information, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise engaging in business activities from which they may earn revenues and incurred expenses, and about which separate financial information is available that is evaluated regularly by the chief operating decision-marker, or decision-making group( the “CODM”), in deciding how to allocate resources and assessing performance.
The Company’s Chief Executive
Officer (Mr. Xiaobin Liu) is determined as the CODM of the Company, Mr Liu measures the performance of each segment based on metrics of
revenue and profit before taxes from operations and uses these results to evaluate the performance of, and to allocate resources to each
of the segments. The Company has organized operations into
The
Company has
An operating segment’s performance is primarily evaluated based on segment operating income, which excludes share-based compensation expense, certain corporate costs and other income not associated with the operations of the segment. These corporate costs (income) are separately stated below and also include costs that are related to functional areas such as accounting, treasury, information technology, legal, human resources, and internal audit. The Company believes that segment operating income, as defined above, is an appropriate measure for evaluating the operating performance of its segments. All the customers are located in PRC.
SCHEDULE OF SEGMENT REPORTING BY SEGMENT
Three-Month Period Ended March 31, 2025 (Restated) Operating Segment | Bromine * | Crude Salt * | Chemical Products | Natural Gas | Segment Total | Corporate | Total | |||||||||||||||||||||
| Net revenue (external customers) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Net revenue (intersegment) | ||||||||||||||||||||||||||||
| Loss from operations before income expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Income tax (expense) benefit | ||||||||||||||||||||||||||||
| Loss from operations after income taxes (expense) benefit | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Total assets | ||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||
| Three-Month Period Ended March 31, 2024 | Bromine * | Crude Salt * | Chemical Products | Natural Gas | Segment Total | Corporate | Total | |||||||||||||||||||||
| Net revenue (external customers) | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Net revenue (intersegment) | ||||||||||||||||||||||||||||
| Loss from operations before income expense | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Income tax (expense) benefit | ||||||||||||||||||||||||||||
| Loss from operations after
income taxes (expense) benefit | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Total assets | ||||||||||||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||
| * |
| 20 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 17 – BUSINESS SEGMENTS – Continued
SCHEDULE OF SEGMENT COST
| Reconciliations | 2025(Restated) | 2024 | ||||||
| Three-Month Period Ended March 31, | ||||||||
| Reconciliations | 2025(Restated) | 2024 | ||||||
| Total segment operating loss | $ | ( | ) | $ | ( | ) | ||
| Corporate costs | ( | ) | ( | ) | ||||
| Unrealized gain (loss) on translation of intercompany balance | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income, net | ( | ) | ||||||
| Loss before taxes | $ | ( | ) | $ | ( | ) | ||
The following table shows the major customers (10% or more) for the three-month period ended March 31, 2025.
SCHEDULE OF REVENUE BY MAJOR CUSTOMERS
| Number | Customer | Bromine (000’s) | Crude Salt (000’s) | Chemical
Products (000’s) | Total Revenue (000’s) | Percentage of Total Revenue (%) | ||||||||||||||||
| 1 | Shandong Morui
Chemical Company Limited | $ | $ | $ | $ | % | ||||||||||||||||
| 2 | Shandong Brother Technology Limited | % | ||||||||||||||||||||
| 3 | Shouguang Weidong Chemical
Company Limited | % | ||||||||||||||||||||
| 4 | Shandong Shouguangshen Runfa
Marine Chemical Company Limited | $ | $ | $ | $ | % | ||||||||||||||||
The following table shows the major customers (10% or more) for the three-month period ended March 31, 2024.
| Number | Customer | Bromine (000’s) | Crude Salt (000’s) | Chemical Products (000’s) | Total Revenue (000’s) | Percentage of Total Revenue (%) | ||||||||||||||||
| 1 | Shandong Morui
Chemical Company Limited | $ | $ | $ | $ | % | ||||||||||||||||
| 2 | Shouguang Weidong Chemical
Company Limited | % | ||||||||||||||||||||
| 3 | Shandong Brother Technology Limited | % | ||||||||||||||||||||
| 4 | Shandong Shouguangshen Runfa
Marine Chemical Company Limited | $ | $ | $ | $ | % | ||||||||||||||||
NOTE 18 – CUSTOMER CONCENTRATION
During
the three-month period ended March 31, 2025, the Company sold
During
the three-month period ended March 31, 2024, the Company sold
| 21 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 19 – MAJOR SUPPLIERS
During
the three-month period ended March 31, 2025, the Company purchased
During
the three-month period ended March 31, 2024, the Company purchased
NOTE 20 – LOSS CONTINGENCIES
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 March 31, 2025.
| 22 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 21 - SUBSEQUENT EVENT
The Company evaluated subsequent events through the date on which these condensed consolidated financial statements were available to be issued.
On May 6, 2025, the Company was notified by the Listing Qualifications Staff of The Nasdaq Stock Market LLC that the Staff granted the Company’s request to transfer the listing of its common stock, par value $ per share, from The Nasdaq Global Select Market tier to The Nasdaq Capital Market tier. On October 27, 2025, our shares began trading on the Nasdaq Capital Market under the same symbol “GURE”.
On July
3, 2025, the Company filed a shelf registration statement covering up to $
Effective
on October 27, 2025, the Company completed a
On November 4, 2025, the Company received a delist determination letter from Nasdaq staff stating that the Company had not regained compliance with the minimum bid price requirement by the November 3, 2025, deadline and that its securities would be scheduled for delisting from The Nasdaq Capital Market on November 11, 2025. The Company subsequently effected a one-for-ten reverse stock split on October 27, 2025, and filed an appeal with the Nasdaq Hearings Panel on November 7, 2025, and expects that these actions will enable it to regain compliance with Listing Rule 5550(a)(2) and continue trading on The Nasdaq Capital Market under the symbol “GURE” .
On November 12, 2025, the Company issued a press release providing certain updates on its hearing process with the Nasdaq Hearings Panel. The Company has received a hearing notification letter from Nasdaq scheduling an oral hearing for December 9, 2025. As of Monday, November 10, 2025, the Company’s common stock had maintained a closing bid price at or above $1.00 for more than ten consecutive trading days. In light of the above and in accordance with the instructions provided by the hearing notification letter, the Company has submitted a request to cancel the hearing, subject to the Company’s Listing Analyst review and confirmation.
On December 1, 2025, the Company received a letter from The Nasdaq Stock Market, LLC stating that the Company had regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2). Consequently, the hearing before the Hearings Panel scheduled to take place on December 9, 2025, has been cancelled. The Company’s securities will continue to be listed and traded on The Nasdaq Stock Market.
On December 2, 2025, the Company issued a press release announcing that it has regained compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
| 23 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 21 - SUBSEQUENT EVENT – Continued
On
December 10, 2025, Shouguang City Haoyuan Chemical Company Limited (the “Seller”), a company incorporated in the PRC and
an indirect wholly owned subsidiary of the Company, entered into an equity transfer agreement (the “SPA”) with Shandong Rongyuan
Pharmaceutical Co., Ltd. (the “Purchaser”) and Shouguang Yuxin Chemical Industry Co., Limited (the “Target Company”).Pursuant
to the SPA, the Seller agreed to sell, and the Purchaser agreed to purchase,
On December 18, 2025, the Company announced that it had received the notification from the Shouguang Municipal People’s Government Office (the “Government of Shouguang City”) dated on December 15, 2025. To comply with the notice issued by the Government of Shouguang City, the Company expects to temporarily suspend the relevant operations in Shouguang City during the aforementioned period. On March 2, 2026, the Company announced that its relevant operations in Shouguang City had been resumed in compliance with the Notice.
On
January 9, 2026, the Company filed a registration statement on Form S-8 (the “Registration Statement”) is filed by the Registrant
for the purpose of registering (i) common stocks of the Company, par value per share (the “Common
Stocks”) issued under the Company’s 2019 Stock Incentive Plan (the “2019 Plan”), after giving effect of the
On June 25, 2026, Company received a written notice from Nasdaq (the “Extension Letter”) stating that it had accepted the Company’s plan to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”). Nasdaq granted the Company a plan period to regain compliance with the Rule. Unless otherwise defined herein, capitalized terms used in this current report on Form 8-K have the meanings given to them in the Previous Announcements (as defined below). (I) As previously reported in the current report on Forms 8-K (the “Previous Announcements”) filed on April 27, 2026 and May 29, 2026 with the Securities Exchange Commission by the Company, the Company announced that it received delinquency notifications from Nasdaq on April 23, 2026 and May 26, 2026 (the “Deficiency Letters”), due to the Company’s non-compliance with the Rule as a result of the Company’s failure to timely file its annual report on Form 10-K (the “Form 10-K”) for the period ended December 31, 2025 and its quarterly report on Form 10-Q for the period ended March 31, 2026 (the “Form 10-Q” and together with the “Form 10-K”, the “Delinquent Reports”), respectively. As of the date of this Form 8-K, the Company remains delinquent in filing its Delinquent Reports. (II) The Company submitted a plan to the Nasdaq Listing Qualification (the “Staff”) to regain compliance (the “Compliance Plan”) with the Nasdaq Requirements on June 17, 2026. Under the Extension Letter, the Company is required to file its delinquent Form 10-K and Form 10-Q by the applicable extended deadline to evidence compliance with the relevant Nasdaq requirements.The Extension Letter further provides that if the Company fails to evidence compliance upon filing the Delinquent Reports, Staff will notify the Company that its securities will be subject to delisting. (III)The previously received Deficiency Letters and the Extension Letter have no immediate effect on the listing or trading of the Company’s common stock on Nasdaq, subject to the Company’s continued compliance with the other applicable listing requirements. (IV)The Company is committed to taking the actions set forth in the plan and intends to use all reasonable efforts to regain compliance with the initiatives and conditions set forth in the Compliance Plan within the plan period. However, there is no assurance that the Company will be successful in regaining compliance with the Nasdaq Requirements within the planned period.
Because the Company had not filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, Nasdaq notified the Company on August 28, 2026 that the Company had incurred an additional delinquency under Nasdaq Listing Rule 5250(c)(1) (the “Rule”). On August 28, 2026, the Company submitted an updated compliance plan to Nasdaq requesting additional time to file this Quarterly Report.
On September 2, 2026, Nasdaq granted the Company an additional exception period and required the Company to file this Quarterly Report on or before October 12, 2026. Nasdaq stated that, if the Company failed to file this Quarterly Report by that date, Nasdaq Staff may provide written notification that the Company’s securities are subject to delisting. The Company may have the right to appeal a delisting determination to a Nasdaq Hearings Panel.
There were no other subsequent events requiring recognition or disclosure in these condensed consolidated financial statements.
NOTE 22 –RESTATEMENT
The Company restates its previously released unaudited condensed consolidated financial statements for the three months ended March 31, 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.
| 24 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 22 –RESTATEMENT – Continued
The effects of the restatement on the consolidated balance sheet as of December 31, 2024, are summarized in the following table:
SCHEDULE OF RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
| December 31, 2024 | ||||||||||||||
As Previously Reported |
Restatement | Note |
As Restated | |||||||||||
| Current Assets | ||||||||||||||
| Cash | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventories, net | ||||||||||||||
| Prepayments and deposits, net | ||||||||||||||
| Amount due from related parties | ||||||||||||||
| Other receivables | ||||||||||||||
| Total current assets | ||||||||||||||
| Non-Current Assets | ||||||||||||||
| Property, plant and equipment, net | ( | ) | (b) | |||||||||||
| Finance lease right-of-use assets | (b) | |||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Prepaid land leases, net of current portion | ||||||||||||||
| Deferred tax assets, net | ||||||||||||||
| Total non-current assets | ( | ) | ||||||||||||
| Total Assets | ( | ) | ||||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Short-term bank borrowing | ||||||||||||||
| Accounts payable and accrued expenses | $ | ( | ) | (c) | $ | |||||||||
| Taxes payable-current | ||||||||||||||
| Amount due to related parties | ||||||||||||||
| Finance lease liabilities, current portion | (c) | |||||||||||||
| Operating lease liabilities, current portion | ||||||||||||||
| Total current liabilities | ( | ) | ||||||||||||
| Non-Current Liabilities | ||||||||||||||
| Finance lease liabilities, net of current portion | (c) | |||||||||||||
| Operating lease liabilities, net of current portion | ||||||||||||||
| Total non-current liabilities | ||||||||||||||
| Total Liabilities | ( | ) | ||||||||||||
| Commitment and Contingencies | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||
| PREFERRED STOCK; $ par value; shares authorized; outstanding | ||||||||||||||
| COMMON STOCK; $
par value;
shares authorized;
shares issued; and
shares outstanding as of December 31, 2024 | ( | ) | (a) | |||||||||||
| Treasury stock; shares as of December 31, 2024 at cost | ( | ) | ( | ) | ||||||||||
| Additional paid-in capital | (a) | |||||||||||||
| Share to be issued | ||||||||||||||
| Retained earnings unappropriated | ( | ) | (d) | |||||||||||
| Retained earnings appropriated | ||||||||||||||
| Accumulated other comprehensive loss | ( | ) | (e) | ( | ) | |||||||||
| Total Stockholders’ Equity | ( | ) | ||||||||||||
| Total Liabilities and Stockholders’ Equity | $ | ( | ) | $ | ||||||||||
| 25 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 22 –RESTATEMENT – Continued
The effects of the restatement on the consolidated balance sheet as of March 31, 2025 are summarized in the following table:
| March 31, 2025 | ||||||||||||||
| As Previously Reported | Restatement | Note | As Restated | |||||||||||
| Current Assets | ||||||||||||||
| Cash | $ | $ | ||||||||||||
| Accounts receivable, net | ||||||||||||||
| Inventories, net | ||||||||||||||
| Prepayments and deposits, net | ||||||||||||||
| Amount due from related parties | ||||||||||||||
| Other receivables | ||||||||||||||
| Total current assets | ||||||||||||||
| Non-Current Assets | ||||||||||||||
| Property, plant and equipment, net | ( | ) | (b) | |||||||||||
| Finance lease right-of-use assets | (b) | |||||||||||||
| Operating lease right-of-use assets | ||||||||||||||
| Prepaid land leases, net of current portion | ||||||||||||||
| Deferred tax assets, net | ||||||||||||||
| Total non-current assets | ( | ) | ||||||||||||
| Total Assets | ( | ) | ||||||||||||
| Liabilities and Stockholders’ Equity | ||||||||||||||
| Current Liabilities | ||||||||||||||
| Accounts payable and accrued expenses | $ | ( | ) | (c) | $ | |||||||||
| Taxes payable-current | ||||||||||||||
| Amount due to related parties | ||||||||||||||
| Finance lease liabilities, current portion | ||||||||||||||
| Operating lease liabilities, current portion | ||||||||||||||
| Total current liabilities | ( | ) | ||||||||||||
| Non-Current Liabilities | ||||||||||||||
| Finance lease liabilities, net of current portion | (c) | |||||||||||||
| Operating lease liabilities, net of current portion | ||||||||||||||
| Total non-current liabilities | ||||||||||||||
| Total Liabilities | ( | ) | ||||||||||||
| Commitment and Contingencies | ||||||||||||||
| Stockholders’ Equity | ||||||||||||||
| PREFERRED STOCK; $ par value; shares authorized; outstanding | ||||||||||||||
| COMMON STOCK; $ par value; shares authorized; shares issued; and shares outstanding as of March 31, 2025 | ( | ) | (a) | |||||||||||
| Treasury stock; shares as of March 31, 2025 at cost | ( | ( | ||||||||||||
| Additional paid-in capital | (a) | |||||||||||||
| Retained earnings unappropriated | ( | ) | (d) | |||||||||||
| Retained earnings appropriated | ||||||||||||||
| Accumulated other comprehensive loss | ( | ) | (e) | ( | ) | |||||||||
| Total Stockholders’ Equity | ( | ) | ||||||||||||
| Total Liabilities and Stockholders’ Equity | $ | ( | ) | $ | ||||||||||
The following descriptions of the restatement adjustments to the balance sheet excludes a description of adjustments previously identified and concluded as immaterial that were also corrected as part of the restatement.
| (a) |
| (b) |
As
of March 31, 2025, in the fixed assets, the original value of the buildings subject to reclassification amounted to $
| (c) |
As
of March 31, 2025, the amount of $
| (d) |
| (e) |
| 26 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 22 –RESTATEMENT – Continued
The effects of the restatement on the consolidated statement of operations income (loss) for the three months ended March 31, 2024, are summarized in the following table:
SCHEDULE OF STATEMENT OF OPERATIONS INCOME (LOSS)
| March 31, 2024 | ||||||||||||||
As Previously Reported |
Restatement | Note |
As Restated | |||||||||||
| NET REVENUE | $ | $ | ||||||||||||
| OPERATING COSTS AND EXPENSE | ||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||||||||
| Direct labor and factory overheads incurred during plant shutdown | ( | ) | ( | ) | ||||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||||||||
| TOTAL OPERATING COSTS AND EXPENSE | ( | ) | ( | ) | ||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ||||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||
| Interest income | ||||||||||||||
| Other expense, net | ( | ) | ( | ) | ||||||||||
| TOTAL OTHER INCOME, NET | ||||||||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ||||||||||
| INCOME TAX EXPENSE | ||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||||||||
| COMPREHENSIVE LOSS: | ||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||||||||
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||||||||||||
| - Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | $ | ( | ) | ||||||||
| BASIC AND DILUTED LOSS PER SHARE: | $ | ) | ) | (c) | $ | ) | ||||||||
| BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES: | $ | ) |
(c) | $ | ||||||||||
| 27 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 22 –RESTATEMENT – Continued
The effects of the restatement on the consolidated statement of operations income (loss) for the three months ended March 31, 2025, are summarized in the following table:
| March 31, 2025 | ||||||||||||||
As Previously Reported |
Restatement |
Note |
As Restated | |||||||||||
| NET REVENUE | $ | $ | ||||||||||||
| OPERATING COSTS AND EXPENSE | ||||||||||||||
| Cost of revenues | ( | ) | ( | ) | (a) | ( | ) | |||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||||||||
| Direct labor and factory overheads incurred during plant shutdown | ( | ) | ( | ) | ||||||||||
| General and administrative expenses | ( | ) | ( | ) | (a) | ( | ) | |||||||
| TOTAL OPERATING COSTS AND EXPENSE | ( | ) | ( | ) | ( | ) | ||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||
| Interest income | ||||||||||||||
| TOTAL OTHER INCOME, NET | ( | ) | ( | ) | ||||||||||
| LOSS BEFORE INCOME TAXES | ( | ) | ( | ) | ( | ) | ||||||||
| INCOME TAX EXPENSE | ||||||||||||||
| NET LOSS | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| COMPREHENSIVE LOSS: | ||||||||||||||
| NET LOSS | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||||||||||||
| - Foreign currency translation adjustments | (b) | |||||||||||||
| TOTAL COMPREHENSIVE LOSS | $ | ( | ) | ( | ) | $ | ( | ) | ||||||
| BASIC AND DILUTED LOSS PER SHARE | $ | ) | ) | (c) | $ | ) | ||||||||
| BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES: | ) |
(c) | ||||||||||||
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) |
| (b) |
| (c) |
| 28 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 22 –RESTATEMENT – Continued
The effects of the restatement on the consolidated statement of stockholders’ deficit for the three months ended March 31, 2024 are summarized in the following table:
SCHEDULE OF CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
| Reference | issued | outstanding | stock | Amount | stock | capital | unappropriated | appropriated | Income(loss) | Total | ||||||||||||||||||||||||||||||||||
| Common stock | ||||||||||||||||||||||||||||||||||||||||||||
| Restatement | Number of shares | Number of shares |
Number of treasury | Treasury |
Additional paid-in |
Retained earnings |
Retained earnings |
Accumulated other comprehensive | ||||||||||||||||||||||||||||||||||||
| Reference | issued | outstanding | stock | Amount | stock | capital | unappropriated | appropriated | Income(loss) | Total | ||||||||||||||||||||||||||||||||||
THREE MONTHS ENDED MARCH 31, 2024 (As Previously Reported) | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2023 | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Net loss for three months ended March 31, 2024 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2024 | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
| THREE MONTHS ENDED MARCH 31, 2024 (Restatement Impact) | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2023 | (a) | ( | ) | ( | ) | ( | ) | $ | ( | ) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net loss for three months ended March 31, 2024 | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2024 | (a) | ( | ) | ( | ) | ( | ) | $ | ( | ) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| THREE MONTHS ENDED MARCH 31, 2024 (As Restated) | ||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2023 | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| Net loss for three months ended March 31, 2024 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2024 | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||||||||||||||
| 29 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 22 –RESTATEMENT – Continued
The effects of the restatement on the consolidated statement of stockholders’ deficit for the three months ended March 31, 2025 are summarized in the following table:
| Reference | issued | outstanding | stock | Amount | stock | issued | capital | unappropriated | appropriated | Income(loss) | Total | |||||||||||||||||||||||||||||||||||
| Common stock | ||||||||||||||||||||||||||||||||||||||||||||||
| Number | Number | Number | Accumulated | |||||||||||||||||||||||||||||||||||||||||||
| Restatement | of shares | of shares | 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 MARCH 31, 2025 (As Previously Reported) | ||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| Restricted shares to be issued for service | — | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Acquisition of assets | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Net loss for three months ended March 31, 2025 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||
| THREE MONTHS ENDED MARCH 31, 2025 (Restatement Impact) | ||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | (a)(b) | ( | ) | ( | ) | ( | ) | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||||||||||||||||||
| Restricted shares to be issued for service | (d) | ( | ) | ( | ) | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||
| Acquisition of assets | (d) | — | ||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | (c) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Net loss for three months ended March 31, 2025 | (b) | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | (a)(b) | ( | ) | ( | ) | ( | ) | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | |||||||||||||||||||||||||
| THREE MONTHS ENDED MARCH 31, 2025 (As Restated) | ||||||||||||||||||||||||||||||||||||||||||||||
| BALANCE AT DECEMBER 31, 2024 | $ | | $ | ( | ) | $ | | $ | | $ | | $ | | $ | ( | ) | $ | |||||||||||||||||||||||||||||
| Restricted shares to be issued for service | — | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Acquisition of assets | — | |||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Net loss for three months ended March 31, 2025 | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||||||||
| BALANCE AT MARCH 31, 2025 | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||||||||||||
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) |
| (b) |
| (c) |
| (d) |
| 30 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 22 –RESTATEMENT – Continued
The effects of the restatement on the consolidated statement of cash flows for the three months ended March 31, 2024, are summarized in the following table:
SCHEDULE OF CONSOLIDATED STATEMENT OF CASH FLOWS
| March 31, 2024 | ||||||||||||||
| As Previously Reported | Restatement | Note | As Restated | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||||||||
| Adjustments to reconcile net income to net
cash provided by (used in) operating activities: | ||||||||||||||
| Amortization on capital lease | ||||||||||||||
| Depreciation and amortization | ( | ) | (a) | |||||||||||
| Stock-based compensation expense | ||||||||||||||
| Deferred tax asset | ( | ) | ( | ) | ||||||||||
| Amortization of operating lease right-of-use asset | ||||||||||||||
| Amortization of finance lease right-of-use asset | (a) | |||||||||||||
| Accrued interest receivable | ||||||||||||||
| Changes in assets and liabilities | ||||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||||
| Inventories | ( | ) | ( | ) | ||||||||||
| Prepayment and deposits | ( | ) | ( | ) | ||||||||||
| Advance from customers | ( | ) | ( | ) | ||||||||||
| Other receivables | ( | ) | ( | ) | ||||||||||
| Accounts and other payable and accrued expenses | ( | ) | ( | ) | ||||||||||
| Taxes payable | ( | ) | ( | ) | ||||||||||
| Lease liabilities | ( | ) | ( | ) | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||
| Loans to third parties | ||||||||||||||
| Net cash used in investing activities | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||
| Proceeds from long-term borrowing | ||||||||||||||
| Proceeds from short-term borrowing | ||||||||||||||
| Net cash used in financing activities | ||||||||||||||
| EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||||||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||||||||
| CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR | ||||||||||||||
| CASH AND CASH EQUIVALENTS - END OF YEAR | $ | $ | ||||||||||||
| March 31, 2024 | ||||||||||||||
| As Previously Reported | Restatement | Note | As Restated | |||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||||||||
| Cash paid during the year for: | ||||||||||||||
| Paid for taxes | $ | $ | ||||||||||||
| Interest paid | $ | $ | ||||||||||||
| 31 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 22 –RESTATEMENT – Continued
The effects of the restatement on the consolidated statement of cash flows for the three months ended March 31, 2025, are summarized in the following table:
| March 31, 2025 | ||||||||||||||
As Previously Reported | Restatement | Note | As Restated | |||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||
| Net loss | $ | ( | ) | ( | ) | (b) | $ | ( | ) | |||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||||||||
| Amortization on capital lease | (a) | |||||||||||||
| Depreciation and amortization | ( | ) | (a) | |||||||||||
| Stock-based compensation expense | ||||||||||||||
| Amortization of operating lease right-of-use asset | ||||||||||||||
| Amortization of finance lease right-of-use asset | (a) | |||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | ) | ( | ) | ||||||||||
| Inventories | ( | ) | ( | ) | ||||||||||
| Prepayment and deposits | ( | ) | ( | ) | ||||||||||
| Other receivables | ( | ) | ( | ) | ||||||||||
| Accounts and other payable and accrued expenses | ||||||||||||||
| Taxes payable | ||||||||||||||
| Lease liabilities | ( | ) | ( | ) | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||
| Net cash used in investing activities | ||||||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||
| Net cash used in financing activities | ||||||||||||||
| EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS | ||||||||||||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS | ( | ) | ( | ) | ||||||||||
| CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR | ||||||||||||||
| CASH AND CASH EQUIVALENTS - END OF YEAR | $ | $ | ||||||||||||
| March 31, 2025 | ||||||||||||||
| As Previously | ||||||||||||||
| Reported | Restatement | Note | As Restated | |||||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||||||||||||||
| Cash paid during the year for: | ||||||||||||||
| Paid for taxes | $ | $ | ||||||||||||
| Interest paid | $ | (a) | $ | |||||||||||
| 32 |
GULF RESOURCES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2025
(Expressed in U.S. dollars)
(UNAUDITED)
NOTE 22 –RESTATEMENT – Continued
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) |
| (b) |
| 33 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
The discussion below contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. We have used words such as “believes,” “intends,” “anticipates,” “expects” and similar expressions to identify forward-looking statements. These statements are based on information currently available to us and are subject to a number of risks and uncertainties that may cause our actual results of operations, financial condition, cash flows, performance, business prospects and opportunities and the timing of certain events to differ materially from those expressed in, or implied by, these statements. Except as expressly required by the federal securities laws, we undertake no obligation to update such factors or to publicly announce the results of any of the forward-looking statements contained herein to reflect future events, developments, or changed circumstances, or for any other reason.
Overview
We are a Nevada holding company which conducts operations through our wholly-owned China-based subsidiaries. Our business is conducted and reported in four segments, namely, bromine, crude salt, chemical products and natural gas.
Through our wholly-owned subsidiary, SCHC, we produce and trade bromine and SHSI for crude salt production and trading. We are one of the largest producers of bromine in China, as measured by production output. Elemental bromine is used to manufacture a wide variety of bromine compounds used in industry and agriculture. Bromine also is used to form intermediary chemical compounds such as Tetramethylbenzidine. Bromine is commonly used in brominated flame retardants, fumigants, water purification compounds, dyes, medicines and disinfectants. Crude salt is the principal material in alkali production as well as chlorine alkali production and is widely used in the chemical, food and beverage, and other industries.
Through our wholly-owned subsidiary, SYCI, we manufacture and sell chemical products used in oil and gas field exploration, oil and gas distribution, oil field drilling, papermaking chemical agents, inorganic chemicals and materials that are used for human and animal antibiotics.
Our wholly-owned subsidiary, DCHC, was established to explore and develop natural gas and brine resources (including bromine and crude salt) in Sichuan Province, China.
As disclosed in the Company’s Current Report on Form 8-K filed on September 8, 2017, the Company received, on September 1, 2017, letters from the Yangkou County, Shouguang City government addressed to each of its subsidiaries, SCHC and SYCI, which stated that in an effort to improve the safety and environmental protection management level of chemical enterprises, the plants are requested to immediately stop production and perform rectification and improvements in accordance with the country’s new safety and environmental protection requirements. In the Company’s press release of August 11, 2017 and on its conference call of August 14, 2017, the Company addressed concerns that increased government enforcement of stringent environmental rules that were adopted in early 2017 to insure corporations bring their facilities up to necessary standards so that pollution and other negative environmental issues are limited and remediated, could have an impact on our business in both the short and long-term. The Company also expressed that although it believed its facilities were fully compliant at the time, the Company did not know how its facilities would fare under the new rules. Teams of inspectors from the government were sent to many provinces to inspect all mining and manufacturing facilities. The local government requested that facilities be closed, so that the facilities could undergo the inspection and analysis in the most efficient manner by inspectors’ team. As a result, our facilities were closed on September 1, 2017.
The Company believes that this is another step by the government to improve the environment. It further believes the goal of the government is not to close all plants, but rather to codify the regulations related to project approval, land use, planning approval and environmental protection assessment approval so that illegal plants are not able to open in the future and so that plants close to population centers do not cause serious environmental damage. In addition, the Company believes that the Shandong provincial government wants to assure that each of its regional and county governments has applied the Notice in a consistent manner.
| 34 |
The Shouguang City Bromine Association, on behalf of all the bromine plants in Shouguang, started discussions with the local government agencies. The local governmental agencies confirmed the facts that their initial requirements for the bromine industry did not include the project approval, the planning approval and the land use rights approval and that those three additional approvals were new requirements of the provincial government. The Company understood from the local government that it has been coordinating with several government agencies to solve these three outstanding approval issues in a timely manner and that all the affected bromine plants willnot be allowed to commence production prior to obtaining those approvals.
In February 2019, the Company received a notification from the local government of Yangkou County that its Factory No. 1, No.4, No. 7 and No. 9 had passed inspection and could resume operations. In April 2019, Factory No. 1 and No. 7 resumed operations.
On February 28, 2020, the Company announced that it received an approval from the government to resume bromine production after winter temporary closure. Subsequently, it received another approval from the Shouguang Yangkou People’s Government dated on March 5, 2020 to resume production at its bromine factories No.1, No. 4, No.7 and No. 9 in order to meet the needs of bromide products for epidemic prevention and control. With these two approvals, the Company was allowed to resume production at all four bromine factories.
The Company received an oral notification from the government for its Factory No. 8, which permitted Factory No.8 to resume production in August 2022. Factory No.8 started to contribute revenue in the fourth quarter 2022.
The Company is still waiting for governmental approval for factories No.2 and No.10. To its knowledge, the government is currently completing its planning process for all mining areas including that for prevention of flood. As a result, the Company may be required to make some modifications to our current wells and aqueducts prior to commencement of operations of these factories to satisfy the local government’s requirements.
On November 24, 2017, Gulf Resources received a letter from the People’s Government of Yangkou County, Shouguang City notifying the Company that due to the new standards and regulations relating to safety production and environmental pollution, from certain local governmental departments, such as the municipal environmental protection department, the security supervision department and the fire department, its chemical enterprises would have to be relocated to a new industrial park called Bohai Marine Fine Chemical Industry Park. Although our chemical companies were in compliance with regulations, they were also close to a residential area. As a result, the government determined we should relocate to the Bohai park. Chemical companies that are not being asked to move into the park are being permanently closed. Since our factories closed, the Company has secured from the government the land use rights for its chemical plant. On January 6, 2020, the Company received the environmental protection approval by the government of Shouguang City, Shandong Province for the proposed Yuxin Chemical factory. The Company began the construction on its new chemical facilities located at Bohai Marine Fine Chemical Industrial Park in June 2020. The construction was expected to take approximately one year and an additional six months to complete the equipment installation and testing, however due to the COVID epidemic and electrical restrictions, the opening of the chemical factory has been delayed. The Company has received the refrigeration and air compressor units. The company decided to delay the delivery of the rest undelivered equipment and the opening of the factory until financial conditions in China improved and until it had visibility as to which products would produce the best returns.
In January 2017, the Company completed the first brine water and natural gas well field construction in Daying located in Sichuan Province and commenced trial production in January 2019. On May 29, 2019, the Company received a verbal notice from the government of Tianbao Town ,Daying County, Sichuan Province, whereby the Company is required to obtain project approval for its well located in Daying, including the whole natural gas and brine water project, and approvals for safety production inspection, environmental protection assessment, and to solve the related land issue. Until these approvals have been received, the Company has had 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 after the governmental planning has finalized the land and resource planning for Sichuan Province.
| 35 |
In April 2022, Shouguang Hengde Salt Industry Co. Ltd (“SHSI”), our subsidiary, was incorporated in Shandong Province, China, for crude salt production and trading.
On January 28, 2020 we completed a 1-for-5 reverse stock split of our common stock, such that for each five shares outstanding prior to the stock split there was one share outstanding after the reverse stock split. All shares of common stock referenced in this report have been adjusted to reflect the stock split figures.
Acquisition Agreements
In June 2024, a wholly owned subsidiary of the Company, Shouguang Hengde Salt Industry Co. Ltd ( “SHSI”) entered into crude salt field acquisition agreements with Shouguang Qingshuibo Farm Co., LTD. (“Seller A”), Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative (“Seller B”), Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative (“Seller C”), Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative (“Seller D”), and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative (“Seller E”), respectively, as amended in December 2024. A summary of these agreements are set forth below:
On June 26, 2024, SHSI entered into an acquisition agreement with Seller A, pursuant to which Seller A agrees to transfer to SHSI, and SHSI agrees to purchase, 2,380,000 square meters of crude salt field (including the land lease fee) for RMB54.40 per square meter, with the total transfer price of RMB129,472,000. The term of transfer is from June 29, 2024 to June 28, 2044. 80% of the transfer price shall be paid upon the execution of the agreement, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of the agreement after SHSI has inspected the and accepted the crude salt field in writing. Subsequently, on December 17, 2024, the parties entered into an amendment to the agreement, pursuant to which the Article 2. 2 of the agreement has been amended as follows: eighty percent (80%) of the total amount, equaling RMB103,577,600 had been paid on the date of signing the contract by both parties. The remaining RMB25,894,400 shall be paid in a combination of common stock of the Company and cash as follows: (1) RMB10,357,800 shall be paid in shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by the Company to Seller A or Seller A’s designated parties within three months after SHSI has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash before December 31, 2028.
On June 27, 2024, SHSI entered into an acquisition agreement with each Seller B, Seller C, Seller D and Seller E, respectively, pursuant to which the sellers agreed to transfer to SHSI, and SHSI agrees to purchase from the sellers, 750,000, 804,000, 385,000, and 822,000 square meters of crude salt field (including the land lease fee) for RMB54.10, RMB54.90, RMB54.00, and RMB55.70 per square meter, respectively, with the total transfer price of RMB40,575,000, RMB44,139,600, RMB20,790,000, and RMB45,785,400, respectively. The term of transfers is from June 29, 2024 to June 28, 2044. 80% of the transfer price shall be paid upon the execution of the agreements, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of the agreements after SHSI has inspected the and accepted the crude salt fields in writing.
On December 17, 2024, SHSI entered into an amendment to the acquisition agreement with Seller B, pursuant to which the Article 2. 2 of the agreement has been amended as follows: (80%) of the total amount, equaling RMB32,460,000 had been paid on the date of signing the contract by both parties. The remaining RMB8,115,000 shall be paid in a combination of common stock of the Company and cash as follows: (1) RMB3,246,000 shall be paid in shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by the Company to Seller B or Seller B’s designated parties within three months after SHSI has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash before December 31, 2028.
On December 17, 2024, SHSI entered into an amendment to the acquisition agreement with Seller C, pursuant to which the Article 2. 2 of the agreement has been amended as follows: Eighty percent (80%) of the total amount, equaling RMB35,311,680 had been paid on the date of signing the contract by both parties. The remaining RMB8,827,920 shall be paid in a combination of common stock of the Company and cash as follows: (1) RMB3,531,168 shall be paid in shares, calculated on a per share price of US$1.5 per, using the exchange rate RMB/US$:7.27. These shares shall be issued by the Company to Seller C or Seller C’s designated parties within three months after SHSI has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash before December 31, 2028.
On December 17, 2024, SHSI entered into an amendment to the acquisition agreement with Seller D, pursuant to which the Article 2. 2 of the agreement has been amended as follows: Eighty percent (80%) of the total amount, equaling RMB 16,632,000 had been paid on the date of signing the contract by both parties. The remaining RMB 4,158,000 shall be paid in a combination of common stock of the Company and cash as follows: (1) RMB1,663,200 shall be paid in shares, calculated on a per share price ofUS$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by the Company to Seller D or Seller D’s designated parties within three months after SHSI has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash before December 31, 2028.
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On December 17, 2024, SHSI entered into an amendment to the acquisition agreement with Seller E, pursuant to which the Article 2. 2 of the agreement has been amended as follows: Eighty percent (80%) of the total amount, equaling RMB36,628,320 had been paid on the date of signing the contract by both parties. The remaining RMB9,157,080 shall be paid in a combination of common stock of the Company and cash as follows: (1) RMB3,662,832 shall be paid in shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by the Company to Seller E or Seller E’s designated party within three months after SHSI has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by SHSI to Seller E before December 31, 2028.
In accordance to each amendment, the parties also acknowledged and agreed that, in compliance with the Nasdaq Listing Rule 5635, the issuance of shares pursuant to the agreement may not exceed 19.9% of the total outstanding shares of common stock of the Company prior to the issuance of the shares (the “19.9% Threshold”), unless such issuance is approved by the shareholders of the Company in accordance with the Nasdaq rules and regulations. SHSI shall cause the Company to take all necessary steps to obtain such shareholder approval if the issuance of shares under the agreement exceeds the 19.9% Threshold.
On December 30, 2024, SHSI and each of the sellers mutually acknowledged and confirmed that the salt land provided by each seller meets the acquisition criteria, is in the anticipated usable condition, and has been accepted and handed over to SHSI.
Recent Developments
Nasdaq Compliance
On May 6, 2025, the Company was notified by the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Staff granted the Company’s request to transfer the listing of its common stock, par value $0.0005 per share (the “Common Stocks”), from The Nasdaq Global Select Market tier to The Nasdaq Capital Market tier, and that the Staff granted the Company’s request for a second 180-calendar day period, or until November 3, 2025 (the “Second Compliance Period”), to regain compliance with the $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). To regain compliance with such minimum price requirement, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. The transfer of the listing of the Common Stocks from The Nasdaq Global Select Market to The Nasdaq Capital Market took effect with the open of business on May 8, 2025. The transfer is not expected to impact trading in the Common Stocks, which will continue to trade on Nasdaq under the symbol “GURE.”
As previously announced, on November 5, 2024, the Staff notified the Company that the bid price for the Common Stocks had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company no longer satisfied Nasdaq Listing Rule 5450(a) (1), the minimum bid price requirement applicable to The Nasdaq Global Select Market issuers. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was afforded an initial 180-calendar day grace period, through May 5, 2025, to regain compliance with the minimum bid price requirement.
Issuers listed on The Nasdaq Global Select Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules. However, based upon the Company’s compliance with the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii) to obtain a second 180-day grace period applicable to issuers listed on The Nasdaq Capital Market, the Company applied to transfer the listing of its Common Stocks to The Nasdaq Capital Market. As noted above, the Staff approved the Company’s transfer application on May 6, 2025.
The Company intends to closely monitor the closing bid price for its Common Stocks and consider all available options to timely remedy the bid price deficiency. If at any time during the Second Compliance Period, the closing bid price of the Common Stocks is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance and the matter will be closed, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
The Company can give no assurance that it will regain or demonstrate compliance during the Second Compliance Period. If the Company is not able to demonstrate compliance with the minimum bid price requirement by November 3, 2025, or the Company does not comply with the terms of the extension, the Staff will provide written notification to the Company that the Common Stocks will be delisted. At that time, the Company may appeal the Staff’s determination to the Nasdaq Hearings Panel (the “Panel”). The Company’s appeal request would stay any delisting action by the Staff at least pending a hearing before the Panel and the expiration of any extension that may be granted by the Panel to the Company following the hearing.
The Company has provided written notice to Nasdaq of its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary.
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Our current corporate structure chart is set forth in the following diagram:
As a result of our acquisitions of SCHC and SYCI, our historical financial statements and the information presented below reflects the accounts of SCHC, SYCI, SHSI and DCHC. The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report.
RESULTS OF OPERATIONS
The following table presents certain information derived from the condensed consolidated statements of income, cash flows and stockholders’ equity for the three-month periods ended March 31, 2025 and 2024.
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Comparison of the Three-Month Periods Ended March 31, 2025 and 2024
Three-Month Period Ended March 31, 2025 (Restated) | Three-Month Period Ended March 31, 2024 | Percent Change Increase/ (Decrease) | ||||||||||
| Net revenue | $ | 1,604,447 | $ | 1,307,062 | 23 | % | ||||||
| Cost of revenue | (1,597,464 | ) | (2,119,845 | ) | (25 | %) | ||||||
| Gross profit (loss) | 6,983 | (812,783 | ) | 101 | % | |||||||
| Sales and marketing expenses | (5,053 | ) | (4,491 | ) | 13 | % | ||||||
| Direct labor and factory overheads incurred during plant shutdown | (3,225,808 | ) | (3,734,689 | ) | (14 | %) | ||||||
| General and administrative expenses | (1,427,009 | ) | (717,456 | ) | 99 | % | ||||||
| Loss from operations | (4,650,887 | ) | (5,269,419 | ) | (12 | %) | ||||||
| Interest expense | (21,722 | ) | (24,830 | ) | (13 | %) | ||||||
| Interest income | 2,429 | 36,060 | (93 | %) | ||||||||
| Other expense, net | — | (4,003 | ) | (100 | %) | |||||||
| Loss before taxes | (4,670,180 | ) | (5,262,192 | ) | (11 | %) | ||||||
| Income tax benefit | — | 1,270,060 | (100 | %) | ||||||||
| Net loss | $ | (4,670,180 | ) | $ | (3,992,132 | ) | 17 | % | ||||
Net Revenue. The table below shows the changes in net revenue in the respective segment of the Company for the three-month period ended March 31, 2025 compared to the same period in 2024:
| Net Revenue by Segment | ||||||||||||||||||||
| Three-Month Period Ended | Three-Month Period Ended | Percent Change | ||||||||||||||||||
| March 31, 2025 | March 31, 2024 | Increase/ (Decrease) | ||||||||||||||||||
| Segment | % of total | % of total | ||||||||||||||||||
| Bromine | $ | 1,481,869 | 92 | % | $ | 1,146,197 | 88 | % | 29 | % | ||||||||||
| Crude Salt | 122,578 | 8 | % | 116,671 | 9 | % | 5 | % | ||||||||||||
| Chemical Products | — | — | — | — | — | |||||||||||||||
| Natural Gas | — | — | 44,194 | 3 | % | (100 | %) | |||||||||||||
| Total sales | $ | 1,604,447 | 100 | % | $ | 1,307,062 | 100 | % | 23 | % | ||||||||||
| Three-Month Period Ended | Percentage Change | |||||||||||
| Bromine and crude salt segments product sold in tonnes | March 31, 2025 | March 31, 2024 | Increase/ (Decrease) | |||||||||
| Bromine (excluded volume sold to SYCI) | 402 | 451 | (11 | %) | ||||||||
| Crude Salt | 4,733 | 4,071 | 16 | % | ||||||||
Bromine segment
For the three-month periods ended March 31, 2025 and 2024, the net revenue for the bromine segment was $1,481,869 and $1,146,197, respectively. This increase was due to the 11% decrease in tonnes sold and a 45% increase in average selling price.
Crude salt segment
For the three-month periods ended March 31, 2025 and 2024, the net revenue for the crude salt was $122,578 and $116,671, respectively. This increase was due to the 16% increase in tonnes sold and a 10% decrease in average selling price.
Chemical products segment
For the three-month periods ended March 31, 2025 and 2024, the net revenue for the chemical products segment was $0 due to the closure of our chemical factories since September 1, 2017.
Natural gas segment
For the three-month periods ended March 31, 2025 and 2024, the net revenue for the natural gas production was $0 and $44,194, respectively.
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Cost of Revenue
| Cost of Revenue by Segment | Percent Change | |||||||||||||||||||
| Three-Month Period Ended | Three-Month Period Ended | of Cost of | ||||||||||||||||||
| March 31, 2025 (Restated) | March 31, 2024 | Revenue | ||||||||||||||||||
| Segment | % of total | % of total | ||||||||||||||||||
| Bromine | $ | 1,533,224 | 96 | % | $ | 2,072,752 | 98 | % | (26 | %) | ||||||||||
| Crude Salt | 64,240 | 4 | % | 46,894 | 2 | % | 37 | % | ||||||||||||
| Chemical Products | — | — | — | — | — | |||||||||||||||
| Natural Gas | — | — | 199 | — | (100 | %) | ||||||||||||||
| Total | $ | 1,597,464 | 100 | % | $ | 2,119,845 | 100 | % | (25 | %) | ||||||||||
Cost of revenue reflects mainly the raw materials consumed and the direct salaries and benefits of staff engaged in the production process, electricity, depreciation and amortization of manufacturing plant and machinery and other manufacturing costs. Our cost of revenue was $1,597,464 for the three-month period ended March 31, 2025, representing a $522,381 (or 25%) decrease compared to the preceding year.
Bromine production capacity and utilization of our factories
The table below represents the annual capacity and utilization ratios for all of our bromine producing properties:
Annual Production Capacity (in tonnes) | Utilization Ratio (i) | |||||||
| Three-month period ended March 31, 2024 | 31,506 | 17 | % | |||||
| Three-month period ended March 31, 2025 | 31,506 | 15 | % | |||||
| Variance of the three-month periods ended March 31, 2025 and 2024 | — | (2 | %) | |||||
(i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the periods divided by the annual production capacity in tonnes.
Bromine segment
Cost of revenue for our bromine segment for the three-month periods ended March 31, 2025 and 2024 was $1,533,224 and $2,072,752, respectively.
Crude salt segment
Cost of revenue for our crude salt segment for the three-month periods ended March 31, 2025 and 2024 was $64,240 and $46,894, respectively.
Chemical products segment
Cost of revenue for our chemical products segment for the three-month periods ended March 31, 2025 and 2024 was $0.
Natural gas segment
Cost of revenue for our natural gas segment for the three-month periods ended March 31, 2025 and 2024 was $0 and $199, respectively.
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Gross Profit (Loss). Gross profit was $6,983, or 0.4%, of net revenue for three-month period ended March 31, 2025 compared to loss $812,783, or 62% of net revenue for three-month period ended March 31, 2024.
| Gross Profit (Loss) by Segment | % Point Change of Gross | |||||||||||||||||||
| Three-Month Period Ended | Three-Month Period Ended | Profit (Loss) | ||||||||||||||||||
| March 31, 2025 (Restated) | March 31, 2024 | Margin | ||||||||||||||||||
| Segment | Gross Profit Margin | Gross Profit Margin | ||||||||||||||||||
| Bromine | $ | (51,355 | ) | (3.5 | %) | $ | (926,555 | ) | (81 | %) | 77.5 | % | ||||||||
| Crude Salt | 58,338 | 47.6 | % | 69,777 | 60 | % | (12.4 | %) | ||||||||||||
| Chemical Products | — | — | — | — | — | |||||||||||||||
| Natural Gas | — | — | 43,995 | 100 | % | (100 | %) | |||||||||||||
| Total Gross Profit (Loss) | $ | 6,983 | 0.4 | % | $ | (812,783 | ) | (62 | %) | 62.4 | % | |||||||||
Bromine segment
For the three-month period ended March 31, 2025, the gross loss margin for our bromine segment was 3.5%, compared to 81% in the three-month period ended March 31, 2024. The decrease in gross loss margin was primarily attributable to the higher average selling price of bromine of $3,684 per ton in the three-month period ended March 31, 2025 compared to $2,541 per ton in the three-month period ended March 31, 2024. Bromine tonnes sales also decreased from 451 tonnes for the three month period ended March 31, 2024 to 402 tonnes for the three month period ended March 31, 2025.
Crude salt segment
For the three-month period ended March 31, 2025, the gross profit margin for our crude salt segment was 47.6%, compared to 60% in the same period in 2024, representing a 12.4% decrease. For the three-month period ended March 31, 2025, the average selling price of raw salt decreased by 10% compared to the three-month period ended March 31, 2024.
Natural gas segment
For the three-month period ended March 31, 2025, the gross profit margin for our natural gas segment was 0%, compared to 100% in the same period in 2024.
Sales and Marketing Expenses. Sales and marketing expenses were $5,053 for the three-month period ended March 31, 2025, an increase of $562 (or 13%) as compared to $4,491 for the same period in 2024.
Direct labor and factory overheads incurred during plant shutdown. On September 1, 2017, the Company received notification from the government of Yangkou County, Shouguang City of PRC that stated that production at all its bromine and crude salt and chemical factories should be halted with immediate effect in order for the Company to perform rectification and improvement in accordance with the county’s new safety and environmental protection requirements. On November 24, 2017, the Company received a letter from the Government of Yangkou County, Shouguang City notifying the Company to relocate its two chemical production plants located in the second living area of the Qinghe Oil Extraction Plant to Bohai Park. As a result, direct labor and factory overhead costs (including depreciation of plant and machinery) in the amount of $3,225,808 and $3,734,689 incurred for the three-month periods ended March 31, 2025 and 2024, respectively, of factories that have not resumed production were presented as part of the operating expense.
General and Administrative Expenses. General and administrative expenses were $1,427,009 for the three-month period ended March 31, 2025, an increase of $709,553 (or 99%) as compared to $717,456 for the same period in 2024.
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Loss from Operations. Loss from operations was $4,650,887 the three-month period ended March 31, 2025, compared to loss from operation of $5,269,419 in the same period in 2024.
| Loss from Operations by Segment | ||||||||||||||||
Three-Month Period Ended March 31, 2025 (Restated) | Three-Month Period Ended March 31, 2024 | |||||||||||||||
| Segment: | % of total | % of total | ||||||||||||||
| Bromine | $ | (3,374,506 | ) | 77 | % | $ | (4,782,815 | ) | 92 | % | ||||||
| Crude Salt | (587,809 | ) | 14 | % | (75,092 | ) | 1 | % | ||||||||
| Chemical Products | (361,892 | ) | 8 | % | (314,824 | ) | 6 | % | ||||||||
| Natural Gas | (44,844 | ) | 1 | % | (27,709 | ) | 1 | % | ||||||||
| Loss from operations before corporate costs | (4,369,051 | ) | 100 | % | (5,200,440 | ) | 100 | % | ||||||||
| Corporate cost | (281,836 | ) | (68,979 | ) | ||||||||||||
| Unrealized gain (loss) on translation of intercompany balance | — | — | ||||||||||||||
| Loss from operations | $ | (4,650,887 | ) | $ | (5,269,419 | ) | ||||||||||
Bromine segment
Loss from operations from our bromine segment was $3,374,506 for the three-month period ended March 31, 2025, compared to loss from operations of $4,782,815 in the same period in 2024. This decrease was due to the a 45% increase in average selling price partially offset by a decrease of 11% in tonnes sold.
Crude salt segment
Loss from operations from our crude salt segment was $587,809 for the three-month period ended March 31, 2025, compared to loss from operations of $75,092 in the same period in 2024. The main reason for the increase in depreciation and amortization.
Chemical products segment
Loss from operations from our chemical products segment was $361,892 for the three-month period ended March 31, 2025, compared to loss from operations of $314,824 in the same period in 2024.
Natural gas segment
Loss from operations from our natural gas segment was $44,844 for the three-month period ended March 31, 2025, compared to loss from operations of $27,709 in the same period in 2024.
Interest Income. Interest income of $2,429 mainly represented bank interest income for the three-month period ended March 31, 2025, a decrease of $33,631 as compared to the same period in 2024.
Interest Expenses. Interest expense of $21,722 represented interest on finance lease for the three-month period ended March 31, 2025, a decrease of $3,108 as compared to the same period in 2024.
Other Expense, net. For the three-month period ended March 31, 2025, other expense, net decreased from $4,003 to $0 compared with the same period of 2024.
Net Loss. Net loss was $4,670,180 for the three-month period ended March 31, 2025, compared to a net loss of $3,992,132 in the same period in 2024.
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LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2025, cash and cash equivalents were $8,523,045 as compared to $10,075,162 as of December 31, 2024. The components of this decrease of $1,552,117 are reflected below.
Statement of Cash Flows
| Three-Month Period Ended March 31, | ||||||||
| 2025 (Restated) | 2024 | |||||||
| Net cash used in operating activities | $ | (1,580,128 | ) | $ | (1,330,476 | ) | ||
| Net cash used in investing activities | $ | — | $ | — | ||||
| Net cash provided by financing activities | $ | — | $ | — | ||||
| Effects of exchange rate changes on cash and cash equivalents | $ | 28,011 | $ | (131,622 | ) | |||
| Net increase(decrease) in cash and cash equivalents | $ | (1,552,117 | ) | $ | (1,462,098 | ) | ||
For the three-month period ended March 31, 2025, we met our working capital and capital investment requirements mainly by using cash on hand.
Net Cash Used in Operating Activities
During the three-month period ended March 31, 2025, cash flow used in operating activities of approximately $1.58 million was mainly due to a net loss of $4.67 million, an increase in accounts receivable of $1.55 million, offset by a non-cash adjustment related to depreciation and amortization of property, plant and equipment of $3.23 million, amortization of finance lease right-of-use asset of $0.78 million and an increase in accrued expenses and other payable of $0.40 million.
During the three-month period ended March 31, 2024, cash flow used in operating activities of approximately $1.33 million was mainly due to a net loss of $3.99 million, an increase in accounts receivable of $0.4 million, a non-cash adjustment related to deferred taxes of $1.27 million, offset by depreciation and amortization expenses of $4.42 million.
Accounts receivable
Cash collections on our accounts receivable had a major impact on our overall liquidity. The following table presents the aging analysis of our accounts receivable as of March 31, 2025 and December 31, 2024.
| March 31, 2025 | December 31, 2024 | |||||||||||||||
| % of total | % of total | |||||||||||||||
| Aged 1-30 days | $ | 1,787,222 | 85 | % | $ | 419,581 | 74 | % | ||||||||
| Aged 31-60 days | — | — | 144,942 | 26 | % | |||||||||||
| Aged 61-90 days | — | — | — | — | ||||||||||||
| Aged 91-120 days | 327,000 | 15 | % | — | — | |||||||||||
| Aged 121-150 days | — | — | — | — | ||||||||||||
| Aged 151-180 days | — | — | — | — | ||||||||||||
| Aged 181-210 days | — | — | — | — | ||||||||||||
| Aged 211-240 days | — | — | — | — | ||||||||||||
| Total | $ | 2,114,222 | 100 | % | $ | 564,523 | 100 | % | ||||||||
The overall accounts receivable balance as of March 31, 2025 increased by $1,549,699, as compared to those of December 31, 2024. We have policies in place to ensure that sales are made to customers with an appropriate credit history. We perform ongoing credit evaluation on the financial condition of our customers.
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Inventories
Our inventory consists of the following:
| March 31, 2025 | December 31, 2024 | |||||||||||||||
| % of total | % of total | |||||||||||||||
| Raw materials | $ | 41,865 | 9 | % | $ | 10,610 | 3 | % | ||||||||
| Finished goods | 413,194 | 91 | % | 304,761 | 97 | % | ||||||||||
| Total | $ | 455,059 | 100 | % | $ | 315,371 | 100 | % | ||||||||
The net inventory level as of March 31, 2025 increased by $139,688(or 44%), as compared to the net inventory level as of December 31, 2024. The increase in inventory goods is an estimate that market demand may rise.
Raw materials increased by $31,255 as of March 31, 2025 as compared to December 31, 2024.
Our finished goods increased by $108,433 as of March 31, 2025 as compared to December 31, 2024.
Net Cash Used in Investing Activities
We have no investing activities for the three-month periods ended March 31, 2025 and 2024.
Net Cash Provided by Financing Activities
We have no financing activities for the three-month periods ended March 31, 2025 and 2024.
We believe that our available funds and cash flow generated from operations will be sufficient to meet our anticipated ongoing operating needs and our obligations as they fall due in the next twelve (12) months.
We had available cash of approximately $8.52 million on March 31, 2025, most of which is in highly liquid current deposits which earn no or little interest. We do not anticipate paying cash dividends in the foreseeable future.
We intend to continue to focus our efforts on the activities of SCHC, SYCI, SHSI and DCHC as these segments continue to expand within the Chinese market.
We may not be able to identify, successfully integrate or profitably manage any business or business segment we may acquire, or any expansion of our business. An expansion may involve a number of risks, including possible adverse effects on our operating results, diversion of management’s attention, inability to retain key personnel, risks associated with unanticipated events and the financial statement effect of potential impairment of acquired intangible assets, any of which could have a materially adverse effect on our condition and results of operations. In addition, if competition for acquisition candidates or operations were to increase, the cost of acquiring businesses could increase materially. We may effect an acquisition with a target business which may be financially unstable, under-managed, or in its early stages of development or growth. Our inability to implement and manage our expansion strategy successfully may have a material adverse effect on our business and future prospects.
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Contractual Obligations and Commitments
We have no significant contractual obligations not fully recorded on our condensed consolidated balance sheets or fully disclosed in the notes to our condensed consolidated financial statements. Additional information regarding our contractual obligations and commitments on March 31, 2025 is provided in the notes to our condensed consolidated financial statements.
Material Off-Balance Sheet Arrangements
We do not currently have any off -balance sheet arrangements falling within the definition of Item 303(a) of Regulation S-K.
Critical Accounting Policies and Estimates
Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Accordingly, actual results may differ significantly from these estimates under different assumptions or conditions. We have identified the following critical accounting policies and estimates used by us in the preparation of our financial statements: accounts receivable and allowance for doubtful accounts, inventories and allowance for obsolescence, assets retirement obligation, property, plant and equipment, recoverability of long-lived assets, mineral rights, leases, revenue recognition, income taxes, and loss contingencies. These policies and estimates are described in the Company’s Form 10-Q for the three months ended March 31, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 4. Controls and Procedures
The four paragraphs below constitute the complete amended Item 4 and may be substituted directly for the corresponding disclosure in the Original Report.
| (a) | Evaluation of Disclosure Controls and Procedures |
We maintain “disclosure controls and procedures,” as such term is defined under Exchange Act Rule 13a-15(e), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives and, in reaching a reasonable level of assurance, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We have carried out an evaluation, as required by Rule 13a-15(d) under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2025, our disclosure controls and procedures were not effective at the reasonable assurance level because the material weaknesses in our internal control over financial reporting described in Item 4(b) below had not been remediated as of March 31, 2025. As described in Item 4(b), those material weaknesses relate to (i) insufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP, (ii) ineffective oversight of our financial reporting and internal control by those charged with governance, and (iii) inadequate design of internal control over the preparation of the financial statements being audited. Those deficiencies affected our ability to accumulate and communicate information to our management, including our Chief Executive Officer and Chief Financial Officer, on a timely basis so as to permit timely decisions regarding required disclosure.
Notwithstanding the conclusion described above, our management believes, based on the procedures described below and the additional procedures we performed in connection with the preparation of this Amendment, that the consolidated financial statements and other financial information included in our Quarterly Report on Form 10-Q for the three months period ended March 31, 2025 fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented.
Since the material weaknesses described above were identified, our management has implemented, and continues to implement, the compensating measures and remediation actions described in Item 4(b) below. These measures are designed to provide additional assurance regarding the accuracy and completeness of our disclosures while the material weaknesses remain unresolved. These measures do not, and are not intended to, constitute a remediation of the material weaknesses, and management does not expect that they will prevent or detect all errors or all instances of fraud.
| (b) | Management’s Report on Internal Control over Financial Reporting |
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and directors; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
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Internal control over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of its inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of such limitations, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design safeguards into the process to reduce, though not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.
Management has used the framework set forth in the report entitled “Internal Control — Integrated Framework” published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), known as COSO, to evaluate the effectiveness of our internal control over financial reporting.
Based on that evaluation, management has concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses described below.
In preparing our consolidated financial statements for the three months period ended March 31, 2025, our management identified material weaknesses in our internal control over financial reporting, as defined in the standards established by the Public Company Accounting Oversight Board of the United States, and other significant deficiencies. A “material weakness” is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
The material weaknesses identified are as follows: (i) insufficient personnel with appropriate levels of accounting knowledge and experience to address complex U.S. GAAP accounting issues and to prepare and review financial statements and related disclosures under U.S. GAAP; (ii) ineffective oversight of our financial reporting and internal control by those charged with governance; and (iii) inadequate design of internal control over the preparation of the financial statements being audited.
These material weaknesses remained as of March 31, 2025. As a result of inherent limitations, our internal control over financial reporting may not prevent or detect misstatements, errors or omissions.
Remediation of Material Weaknesses. To remediate the material weaknesses identified above, we have undertaken, and will continue to undertake, steps to strengthen our internal control over financial reporting, including:
(i) hiring additional qualified resources, including a financial controller equipped with relevant U.S. GAAP and SEC reporting experience and qualifications, to strengthen the financial reporting function and to establish a financial and system control framework;
(ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel;
(iii) establishing effective oversight and clarifying reporting requirements for non-recurring and complex transactions to ensure that our consolidated financial statements and related disclosures are accurate, complete and in compliance with SEC reporting requirements;
(iv) engaging external accounting advisors and consultants to review complex and non-recurring transactions on a contemporaneous basis;
(v) establishing an internal audit function and reporting lines directly to the Audit Committee of our Board of Directors; and (vi) enhancing the Audit Committee’s oversight of the financial reporting process, including a defined review calendar with respect to the financial statement close process, the review of significant accounting judgments and estimates, and the review of related-party transactions.
However, these measures had not been fully implemented as of March 31, 2025, and we have concluded that the material weaknesses in our internal control over financial reporting had not been remediated as of March 31, 2025.Management will consider the material weaknesses remediated only when the relevant controls have been designed and implemented, have operated for a period of time sufficient for management to conclude, through testing, that such controls are operating effectively, and when no additional material weaknesses or significant deficiencies have been identified in the relevant processes. We expect the remediation measures described above to be substantially implemented during the fiscal year ending December 31, 2026，although we can provide no assurance that these measures will be completed within that period. The Audit Committee of our Board of Directors has been, and will continue to be, actively involved in overseeing the implementation of these remediation measures and will receive regular updates on their status.
| (c) | Changes in Internal Control over Financial Reporting |
There were no changes in our internal control over financial reporting during the three months period ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| (d) | Attestation Report of the Registered Public Accounting Firm |
This Amendment does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. As a smaller reporting company, our management’s report is not subject to attestation by our registered public accounting firm.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
On or about August 3, 2018, written decisions of administration penalty captioned Shou Guo Tu Zi Fa Gao Zi [2018] No. 291, Shou Guo Tu Zi Fa Gao Zi [2018] No. 292, Shou Guo Tu Zi Fa Gao Zi [2018] No. 293, Shou Guo Tu Zi Fa Gao Zi [2018] No. 294, Shou Guo Tu Zi Fa Gao Zi [2018] No. 295 and Shou Guo Tu Zi Fa Gao Zi [2018] No. 296 (together, the “Written Decisions”) were served on Shouguang City Haoyuan Chemical Company Limited (“SCHC”) by the Shouguang City Natural Resources and Planning Bureau (the “Bureau”), naming SCHC as respondent.
For more details and information related to the Written Decisions, please see “Note 20 – Loss Contingencies, Notes to Condensed Consolidated Financial Statement” contained in this quarterly report.
According to a Civil Mediation Statement (No. (2025) Lu 0783 Min Chu 2607) issued by the Shouguang People’s Court of Shandong Province on March 17, 2025, Shouguang City Haoyuan Chemical Company Limited (“SCHC”), a wholly owned subsidiary of the Company, owes the plaintiff, Shouguang Chengyu Trading Co., Ltd., a total of RMB 226,825.44 for goods. SCHC is also obligated to make monthly payments of RMB 50,000 to the plaintiff by the 15th of each month, starting in April 2025, until the debt is fully paid off.
Item 1A. Risk Factors
Investing in our common stock involves a high degree of risk. Before you invest you should carefully review our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 2 of Part I of this Quarterly Report on Form 10-Q, our consolidated financial statements and related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and our consolidated financial statements and related notes, as well as our Management’s Discussion and Analysis of Financial Condition and Results of Operations and the other information in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Readers should carefully review risks described in other documents we file from time to time with the Securities and Exchange Commission.
We are currently not in compliance with the Nasdaq continued listing requirements. If we are unable to regain compliance with Nasdaq’s listing requirements, our securities could be delisted, which could affect our common stock’s market price and liquidity and reduce our ability to raise capital.
On May 6, 2025, the Company was notified by the Listing Qualifications Staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Staff granted the Company’s request to transfer the listing of its common stock, par value $0.0005 per share (the “Common Stocks”), from The Nasdaq Global Select Market tier to The Nasdaq Capital Market tier, and that the Staff granted the Company’s request for a second 180-calendar day period, or until November 3, 2025 (the “Second Compliance Period”), to regain compliance with the $1.00 bid price requirement, as set forth in Nasdaq Listing Rule 5550(a)(2). To regain compliance with such minimum price requirement, the Company must evidence a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. The transfer of the listing of the Common Stocks from The Nasdaq Global Select Market to The Nasdaq Capital Market took effect with the open of business on May 8, 2025. The transfer is not expected to impact trading in the Common Stocks, which will continue to trade on Nasdaq under the symbol “GURE.”
As previously announced, on November 5, 2024, the Staff notified the Company that the bid price for the Common Stocks had closed below $1.00 per share for 30 consecutive business days and, as a result, the Company no longer satisfied Nasdaq Listing Rule 5450(a)(1), the minimum bid price requirement applicable to The Nasdaq Global Select Market issuers. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was afforded an initial 180-calendar day grace period, through May 5, 2025, to regain compliance with the minimum bid price requirement.
Issuers listed on The Nasdaq Global Select Market are not eligible for a second 180-day grace period under the Nasdaq Listing Rules. However, based upon the Company’s compliance with the various criteria required under Nasdaq Listing Rule 5810(c)(3)(A)(ii) to obtain a second 180-day grace period applicable to issuers listed on The Nasdaq Capital Market, the Company applied to transfer the listing of its Common Stocks to The Nasdaq Capital Market. As noted above, the Staff approved the Company’s transfer application on May 6, 2025.
The Company intends to closely monitor the closing bid price for its Common Stocks and consider all available options to timely remedy the bid price deficiency. If at any time during the Second Compliance Period, the closing bid price of the Common Stocks is at least $1.00 per share for a minimum of 10 consecutive business days, the Staff will provide the Company with written confirmation of compliance and the matter will be closed, unless the Staff exercises its discretion to extend this ten-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).
The Company can give no assurance that it will regain or demonstrate compliance during the Second Compliance Period. If the Company is not able to demonstrate compliance with the minimum bid price requirement by November 3, 2025, or the Company does not comply with the terms of the extension, the Staff will provide written notification to the Company that the Common Stocks will be delisted. At that time, the Company may appeal the Staff’s determination to the Nasdaq Hearings Panel (the “Panel”). The Company’s appeal request would stay any delisting action by the Staff at least pending a hearing before the Panel and the expiration of any extension that may be granted by the Panel to the Company following the hearing.
The Company has provided written notice to Nasdaq with its intention to cure the deficiency during the Second Compliance Period by effecting a reverse stock split, if necessary.
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We cannot assure you that we will be able to regain compliance with Nasdaq listing standards. Our failure to continue to meet these requirements would result in our common stock being delisted from Nasdaq. We and holders of our securities could be materially adversely impacted if our securities are delisted from Nasdaq. In particular:
| ● | we may be unable to raise equity capital on acceptable terms or at all; | |
| ● | we may lose the confidence of our customers, which would jeopardize our ability to continue our business as currently conducted; | |
| ● | the price of our common stock will likely decrease as a result of the loss of market efficiencies associated with Nasdaq and the loss of federal preemption of state securities laws; | |
| ● | holders may be unable to sell or purchase our securities when they wish to do so; | |
| ● | we may become subject to stockholder litigation; | |
| ● | we may lose the interest of institutional investors in our common stock; | |
| ● | we may lose media and analyst coverage; | |
| ● | our common stock could be considered a “penny stock,” which would likely limit the level of trading activity in the secondary market for our common stock; and | |
| ● | we would likely lose any active trading market for our common stock, as it may only be traded on one of the over-the-counter markets, if at all. |
Risks Related to Doing Business in China
Because all of our operations are in China, our business is subject to the complex and rapidly evolving laws and regulations there. The Chinese government may exercise significant oversight and discretion over the conduct of our business and may intervene in or influence our operations at any time, which could result in a material change in our operations and/or the value of our common stock.
As a business operating in China, we are subject to the laws and regulations of the PRC, which can be complex and evolve rapidly. The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. As a result, the application, interpretation, and enforcement of new and existing laws and regulations in the PRC are often uncertain. In addition, these laws and regulations may be interpreted and applied inconsistently by different agencies or authorities, and inconsistently with our current policies and practices. New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may:
| ● | delay or impede our development; | |
| ● | result in negative publicity or increase our operating costs; | |
| ● | required significant management time and attention; and | |
| ● | subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices. |
The promulgation of new laws or regulations, or the new interpretation of existing laws and regulations, in each case that restrict or otherwise unfavorably impact the ability or manner in which we conduct our business and could require us to change certain aspects of our business to ensure compliance, which could decrease demand for our products, reduce revenues, increase costs, require us to obtain more licenses, permits, approvals or certificates, or subject us to additional liabilities. To the extent any new or more stringent measures are required to be implemented, our business, financial condition and results of operations could be adversely affected as well as materially decrease the value of our Common Stock.
The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our holding company or subsidiaries were required to obtain approval or filing in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors.
The Chinese government has exercised and can continue to exercise substantial control to intervene on virtually every sector of the Chinese economy through regulation and state ownership, and as a result, it can influence the manner in which we must conduct our business activities and effect material changes in our operations or the value of the common stock we are registering in this resale. Under the current government leadership, the government of the PRC has been pursuing reform policies which have adversely affected China- based operating companies whose securities are listed in the U.S., with significant policies changes being made from time to time without notice. There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our contractual arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. Our ability to operate in China may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, property and other matters. The central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditure and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties.
Given recent statements by the Chinese government indicating an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or become worthless.
Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which was made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies. As of the date hereof, we have not received any inquiry, notice, warning, or sanctions from PRC government authorities in connection with the Opinions.
On June 10, 2021, the Standing Committee of the National People’s Congress of China, or the SCNPC, promulgated the PRC Data Security Law, which took effect in September 2021. The PRC Data Security Law imposes data security and privacy obligations on entities and individuals carrying out data activities, and introduces a data classification and hierarchical protection system based on the importance of data in economic and social development, and the degree of harm it will cause to national security, public interests, or legitimate rights and interests of individuals or organizations when such data is tampered with, destroyed, leaked, illegally acquired or used. The PRC Data Security Law also provides for a national security review procedure for data activities that may affect national security and imposes export restrictions on certain data and information.
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In early July 2021, regulatory authorities in China launched cybersecurity investigations with regard to several China-based companies that are listed in the United States. The Chinese cybersecurity regulator announced on July 2 that it had begun an investigation of Didi Global Inc. (NYSE: DIDI) and two days later ordered that the company’s app be removed from smartphone app stores. On July 5,2021, the Chinese cybersecurity regulator launched the same investigation on two other Internet platforms, China’s Full Truck Alliance of Full Truck Alliance Co. Ltd. (NYSE: YMM) and Boss of KANZHUN LIMITED (Nasdaq: BZ). On July 24, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from this sector.
On August 17, 2021, the State Council promulgated the Regulations on the Protection of the Security of Critical Information Infrastructure, or the Regulations, which took effect on September 1, 2021. The Regulations supplement and specify the provisions on the security of critical information infrastructure as stated in the Cybersecurity Review Measures. The Regulations provide, among others, that protection department of certain industry or sector shall notify the operator of the critical information infrastructure in time after the identification of certain critical information infrastructure.
On August 20, 2021, the SCNPC promulgated the Personal Information Protection Law of the PRC, or the Personal Information Protection Law, which took effect in November 2021. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the Personal Information Protection Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court.
As such, the Company’s business segments may be subject to various government and regulatory interference in the provinces in which they operate. The Company could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The Company may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. Additionally, governmental and regulatory interference could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Furthermore, it is uncertain when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to its business or industry.
On February 17, 2023, the CSRC promulgated Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Overseas Listing Trial Measures”) and five relevant guidelines, which became effective on March 31, 2023.According to the Overseas Listing Trial Measures, PRC domestic companies that seek to offer and list securities in overseas markets, either in direct or indirect means, are required to fulfill the filing procedure with the CSRC and report relevant information. The Overseas Listing Trial Measures provides that an overseas listing or offering is explicitly prohibited, if any of the following: (1) such securities offering and listing is explicitly prohibited by provisions in laws, administrative regulations and relevant state rules; (2) the intended securities offering and listing may endanger national security as reviewed and determined by competent authorities under the State Council in accordance with law; (3) the domestic company intending to make the securities offering and listing, or its controlling shareholder(s) and the actual controller, have committed relevant crimes such as corruption, bribery, embezzlement, misappropriation of property or undermining the order of the socialist market economy during the latest three years; (4) the domestic company intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no conclusion has yet been made thereof; or (5) there are material ownership disputes over equity held by the domestic company’s controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.
The Overseas Listing Trial Measures also provides that if the issuer meets both the following criteria, the overseas securities offering and listing conducted by such issuer will be deemed as indirect overseas offering by PRC domestic companies: (1) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by domestic companies; and (2) the issuer’s main business activities are conducted in China, or its main place(s) of business are located in China, or the majority of senior management staff in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in China. Where an issuer submits an application for initial public offering to competent overseas regulators, such issuer must file with the CSRC within three business days after such application is submitted. In addition, the Overseas Listing Trial Measures provide that the direct or indirect overseas listings of the assets of domestic companies through one or more acquisitions, share swaps, transfers or other transaction arrangements shall be subject to filing procedures in accordance with the Overseas Listing Trial Measures. The Overseas Listing Trial Measures also requires subsequent reports to be filed with the CSRC on material events, such as change of control or voluntary or forced delisting of the issuer(s) who have completed overseas offerings and listings.
At a press conference held for these new regulations (“Press Conference”), officials from the CSRC clarified that the domestic companies that have already been listed overseas on or before March 31, 2023 shall be deemed as existing issuers (the “Existing Issuers”). Existing Issuers are not required to complete the filling procedures immediately, and they shall be required to file with the CSRC upon occurrences of certain subsequent matters such as follow-on offerings of securities. According to the Overseas Listing Trial Measures and the Press Conference, the existing domestic companies that have completed overseas offering and listing before March31, 2023, such as us, shall not be required to perform filing procedures for the completed overseas securities issuance and listing. However, from the effective date of the regulation, any of our subsequent securities offering in the same overseas market or subsequent securities offering and listing in other overseas markets shall be subject to the filing requirement with the CSRC within three working days after the offering is completed or after the relevant application is submitted to the relevant overseas authorities, respectively. If it is determined that any approval, filing or other administrative procedures from other PRC governmental authorities is required for any future offering or listing, we cannot assure you that we can obtain the required approval or accomplish the required filings or other regulatory procedures in a timely manner, or at all. If we fail to fulfill filing procedure as stipulated by the Trial Measures or offer and list securities in an overseas market in violation of the Trial Measures, the CSRC may order rectification, issue warnings to us, and impose a fine of between RMB1,000,000 and RMB10,000,000. Persons-in-charge and other persons that are directly liable for such failure shall be warned and each imposed a fine from RMB500,000 to RMB5,000,000. Controlling shareholders and actual controlling persons of us that organize or instruct such violations shall be imposed a fine from RMB1,000,000 and RMB10,000,000.
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On February 24, 2023, the CSRC published the Provisions on Strengthening the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Enterprises (the “Provisions on Confidentiality and Archives Administration”), which came into effect on March 31, 2023. The Provisions on Confidentiality and Archives Administration requires that, in the process of overseas issuance and listing of securities by domestic entities, the domestic entities, and securities companies and securities service institutions that provide relevant securities service shall strictly implement the provisions of relevant laws and regulations and the requirements of these provisions, establish and improve rules on confidentiality and archives administration. Where the domestic entities provide with or publicly disclose documents, materials or other items related to the state secrets and government work secrets to the relevant securities companies, securities service institutions, overseas regulatory authorities, or other entities or individuals, the companies shall apply for approval of competent departments with the authority of examination and approval in accordance with law and report the matter to the secrecy administrative departments at the same level for record filing. Where there is unclear or controversial whether or not the concerned materials are related to state secrets, the materials shall be reported to the relevant secrecy administrative departments for determination. However, there remain uncertainties regarding the further interpretation and implementation of the Provisions on Confidentiality and Archives Administration.
As of the date of this annual report, we and our PRC subsidiaries have obtained the requisite licenses and permits from the PRC government authorities that are material for the business operations of our PRC subsidiaries. In addition, as of the date of this annual report, we and our PRC subsidiaries are not required to obtain approval or permission from the CSRC or the CAC or any other entity that is required to approve our PRC subsidiaries’ operations or required for us to offer securities to foreign investors under any currently effective PRC laws, regulations, and regulatory rules. If it is determined that we are subject to filing requirements imposed by the CSRC under the Overseas Listing Regulations or approvals from other PRC regulatory authorities or other procedures, including the cybersecurity review under the revised Cybersecurity Review Measures, for our future offshore offerings, it would be uncertain whether we can or how long it will take us to complete such procedures or obtain such approval and any such approval could be rescinded. Any failure to obtain or delay in completing such procedures or obtaining such approval for our offshore offerings, or a rescission of any such approval if obtained by us, would subject us to sanctions by the CSRC or other PRC regulatory authorities for failure to file with the CSRC or failure to seek approval from other government authorization for our offshore offerings. These regulatory authorities may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operating privileges in China, delay or restrict the repatriation of the proceeds from our offshore offerings into China or take other actions that could materially and adversely affect our business, financial condition, results of operations, and prospects, as well as the trading price of our common stock. The CSRC or other PRC regulatory authorities also may take actions requiring us, or making it advisable for us, to halt our offshore offerings before settlement and delivery of the securities offered. Consequently, if investors engage in market trading or other activities in anticipation of and prior to settlement and delivery, they do so at the risk that settlement and delivery may not occur. In addition, if the CSRC or other regulatory authorities later promulgate new rules or explanations requiring that we obtain their approvals or accomplish the required filing or other regulatory procedures for our prior offshore offerings, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties or negative publicity regarding such approval requirement could materially and adversely affect our business, prospects, financial condition, reputation, and the trading price of our common stock.
In addition, on December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly issued the revised Measures for Cybersecurity Review, or the Revised Review Measures, which became effective and has replaced the existing Measures for Cybersecurity Review on February 15, 2022. According to the Revised Review Measures, if an “online platform operator” that is in possession of personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review. Based on a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators. Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance and substantial uncertainties exist with respect to their interpretation and implementation. For example, it is unclear whether the requirement of cybersecurity review applies to follow-on offerings by an “online platform operator” that is in possession of personal data of more than one million users where the offshore holding company of such operator is already listed overseas. Furthermore, the CAC released the draft of the Regulations on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year. If the draft Regulations on Network Data Security Management are enacted in the current form, we, as an overseas listed company, will be required to carry out an annual data security review and comply with the relevant reporting obligations.
If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. PRC has recently proposed new rules that would require companies collecting or holding large amounts of data to undergo a cybersecurity review prior to listing in foreign countries, a move that would significantly tighten oversight over China-based internet giants. On January 4, 2022, the Cyberspace Administration of China, or CAC, issued the revised Measures on Cyberspace Security Review (the “Revised Measures”), which came into effect on February 15, 2022. Under the Revised Measures, any “network platform operator” controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity review. Pursuant to the Revised Measures, companies holding data on more than 1 million users must now apply for cybersecurity approval when seeking listings in other nations due to the risk that such data and personal information could be “affected, controlled, and maliciously exploited by foreign governments.”
Our business belongs to the chemical industry in China, which does not involve the collection of user data, implicate cybersecurity, or involve any other type of restricted industry. Based on the advice of PRC counsel and our understanding of currently applicable PRC laws and regulations, listing of our common stock in the U.S. is not subject to the review or prior approval of the Cyberspace Administration of China (the “CAC”) or the China Securities Regulatory Commission (the “CRSC”). Uncertainties still exist, however, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. Any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the CRSC or the CAC could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.
The occurrence of security breaches and cyber-attacks could negatively impact our business.
Information technology systems are important to our business and operations. We are subject to attempts to compromise our security and information systems, including denial of service attacks, viruses, malicious software or ransomware, and exploitations of system flaws or weaknesses. Error or malfeasance or other irregularities may also result in the failure of our or our third-party service providers’ cybersecurity measures and may give rise to a cybersecurity incident. The techniques used to conduct security breaches and cyber-attacks, as well as the sources and targets of these attacks, change frequently and may not be recognized until launched against us or our third-party service providers. We or our third-party service providers may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of cyber-attacks. The primary risks that could directly result from the occurrence of security breaches and cyber-attacks include operational interruption, financial losses, personal information leakage and non-compliance. The occurrence of such incidents could negatively impact our business operations and our relationships with customers and employees, and damage our reputation. If we or our third-party service providers are unable to avert security breaches and cyber- attacks, we could incur significantly higher costs, including remediation costs to repair damage caused by the breach, costs to deploy additional personnel and network protection technologies, train employees and engage third-party experts and consultants, as well as litigation costs resulting from the incident. These costs, which could be material, could adversely impact our results of operations in the period in which they are incurred and may not meaningfully limit the success of future attempts to breach our information technology systems.
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Uncertainties with respect to the PRC legal system could adversely affect us.
The PRC legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value.
In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters generally. The overall effect of legislation over the past three decades has significantly enhanced the protections afforded to various forms of foreign investments in the PRC. However, the PRC has not developed a fully integrated legal system, and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in the PRC. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. In addition, these regulatory uncertainties may be exploited through unmerited or frivolous legal actions or threats in attempts to extract payments or benefits from us.
Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have a retroactive effect. As a result, we may not be aware of our violation of any of these policies and rules until some time after the violation. In addition, any administrative and court proceedings in the PRC may be protracted, resulting in substantial costs and diversion of resources and management attention.
If the Chinese government were to impose new requirements for approval from the PRC Authorities to issue our common stock to foreign investors or list on a foreign exchange, such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.
We face various legal and operational risks and uncertainties associated with having our operations in China and the complex and evolving PRC laws and regulations. The PRC government has significant authority in regulating our operations and may intervene or influence our operations at any time, which could result in a material adverse change in our operations and the value of our securities. The PRC government has recently indicated its intent to exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based issuers. Such actions could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. The General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Given the current PRC regulatory environment, it is uncertain when and whether we or our PRC subsidiaries, will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings. As of the date of this annual report, we have not received any inquiry, notice, warning, sanctions or regulatory objection to listing on U.S. exchange from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. For more details, see “Item 1A. Risk Factors - Risks Related to Doing Business in China”
On February 17, 2023, the CSRC released the Trial Administrative Measures for Administration of Overseas Securities Offerings and Listings by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filing procedures and report relevant information to the CSRC. If a domestic company fails to complete the filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties by the CSRC, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. Currently, we and our PRC subsidiaries are not required to file for a cybersecurity review by the Cyberspace Administration of China, or the CAC, for our past issuance of securities to investors and maintaining our listing status on the Nasdaq, since our company already listed on Nasdaq before promulgation of the Trial Measures is not required to file for a cybersecurity review by the CAC to maintain our listing status on the Nasdaq Stock Market LLC, or the Nasdaq on which our securities have been listed. Even though we are not required to complete the filing procedures with the CSRC for our historical issuance of securities, we may be required by the Trial Measures to file with the CSRC in connection with future securities offerings and listings outside of mainland China, including follow-on offerings, issuance of convertible bonds, offshore relisting after going-private transactions, and other equivalent offering activities. There remain substantial uncertainties about the interpretation, application and implementation of the laws and regulations relating to the CSRC filing and CAC cybersecurity review. If we fail to obtain any requisite approvals with respect to future offerings ofour equity securities to foreign investors, or if we inadvertently conclude that such permissions or approvals are not required, or if the applicable laws, regulations or interpretations thereof change and we become subject to the requirement of additional permissions or approvals in the future, our ability to execute our financing and equity offering plans may be significantly limited or completely hindered. Any lack of or failure to maintain requisite approvals, licenses or permits applicable to us or our PRC subsidiaries may have a material adverse impact on our business, results of operations, financial condition and prospects, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, and cause the value of our securities to significantly decline or become worthless.
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Our common stock may be delisted from the Nasdaq under the Holding Foreign Companies Accountable Act if the PCAOB is unable to adequately inspect audit documentation located in China. The delisting of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment.
The Holding Foreign Companies Accountable Act, or HFCAA, was enacted on December 18, 2020, as amended by the Consolidated Appropriations Act, 2023. The HFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such ordinary shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.
The Holding Foreign Companies Accountable Act, or HFCAA, was enacted on December 18, 2020, as amended by the Consolidated Appropriations Act, 2023. The HFCAA states if the SEC determines that a company has filed audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for three consecutive years beginning in 2021, the SEC shall prohibit such ordinary shares from being traded on a national securities exchange or in the over-the-counter trading market in the U.S.
On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. A company will be required to comply with these rules if the SEC identifies it as having a “non inspection” year under a process to be subsequently established by the SEC. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amends the HFCAA and requires the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three.
As of the date of this annual report, the PCAOB has not issued any new determination that it is unable to inspect or investigate completely registered public accounting firms headquartered in any jurisdiction. As a result, we do not expect to be identified as a “Commission-Identified Issuer” under the HFCAA for the fiscal year ended December 31, 2024, after we filed our annual report on Form 10-K for such fiscal year. On December 29, 2022, the Consolidated Appropriations Act, 2023, was signed into law, which amended the HFCAA (i) to reduce the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two, and (ii) so that any foreign jurisdiction could be the reason why the PCAOB does not have complete access to inspect or investigate a company’s auditors. As it was originally enacted, the HFCAA applied only if the PCAOB’s inability to inspect or investigate because of a position taken by an authority in the foreign jurisdiction where the relevant public accounting firm is located. As a result of the Consolidated Appropriations Act2023, the HFCAA now also applies if the PCAOB’s inability to inspect or investigate the relevant accounting firm is due to a position taken by an authority in any foreign jurisdiction. The denying jurisdiction does not need to be where the accounting firm is located. However, whether the PCAOB will be able to continue to conduct inspections and investigations completely to its satisfaction of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong are subject to uncertainty and depends on a number of factors out of our, and our auditor’s, control, including positions taken by authorities of the PRC. Each year, the PCAOB will determine whether it can inspect and investigate completely audit firms in mainland China and Hong Kong, among other jurisdictions. If PCAOB determines in the future that it no longer has full access to inspect and investigate completely accounting firms in mainland China and Hong Kong and we continue to use an accounting firm headquartered in one of these jurisdictions to issue an audit report on our financial statements filed with the SEC, we would be identified as a Commission-Identified Issuer following the filing of the annual report on Form 10-K for the relevant fiscal year. There can be no assurance that we would not be identified as a Commission-Identified Issuer for any future fiscal year, and if we were identified for two consecutive years, we would become subject to the prohibition on trading under the HFCAA.
Our auditor, GGF CPA LTD, Certified Public Accountants, the independent registered public accounting firm that issued the audit report included in our annual report, an auditor of companies that are traded publicly in the United States and an China-based accounting firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is based in the China and is subject to inspection by the PCAOB on a regular basis.
However, our auditor’s working papers related to us and our subsidiaries are located in China. If our auditor is not permitted to provide requested audit work papers located in China to the PCAOB, investors would be deprived of the benefits of PCAOB’s oversight of our auditor through such inspections which could result in limitation or restriction to our access to the U.S. capital markets, and trading of our securities may be prohibited under the HFCAA, which would result in the delisting of our securities from the Nasdaq.
Because the majority of our operations are in mainland China and our auditor has been located in mainland China, a jurisdiction where the U.S. Public Company Accounting Oversight Board (“PCAOB”) is currently unable to conduct inspections without the approval of Chinese authorities, there have been concerns regarding oversight of the audits of our financial statements filed with the SEC. If the PCAOB continues to be unable to inspect our audit firm in the PRC for three consecutive years, the HFCAA requires the SEC to prohibit the trading of our securities on a national securities exchange, including Nasdaq, or on over-the-counter markets in the United States.
In addition, the U.S. Senate and U.S. House of Representatives have each passed bills, which, if enacted, would decrease the number of non-inspection years from three consecutive years to two, thus reducing the time period before our securities may be prohibited from trading on a U.S. securities exchange or delisted from Nasdaq. The foregoing could adversely affect the market price of our securities and our ability to raise capital effectively.
Auditors of companies that are registered with the SEC and traded publicly in the United States, including our independent registered public accounting firm, are required to be registered with the PCAOB and to undergo regular inspections by the PCAOB to assess their compliance with the laws of the United States and applicable professional standards. Because our current auditor is located in mainland China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of Chinese authorities, our auditor is not currently inspected by the PCAOB.
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PCAOB inspections of auditors located outside of mainland China and Hong Kong have at times identified deficiencies in those auditors’ audit procedures and quality control procedures, which may be addressed as part of the PCAOB’s inspection process to improve future audit quality. The lack of PCAOB inspection of audit work undertaken in mainland China and Hong Kong prevents the PCAOB from regularly evaluating our auditor’s audits and its quality control procedures. As a result, investors are deprived of the benefits of PCAOB inspections, which could result in limitations or restrictions on our access to the U.S. capital markets.
Furthermore, in recent years, the U.S. Congress and regulatory authorities have continued to express concerns about challenges in their oversight of financial statement audits of U.S.-listed companies with significant operations in China. As part of this continued focus on access to audit and other information currently protected by national law, in particular under Chinese law, the United States enacted the HFCAA in December 2020. The HFCAA requires the SEC to identify issuers that have filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that the PCAOB has determined it is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction (a “Commission- Identified Issuer”). Under the HFCAA, if the SEC conclusively identifies an issuer as a Commission-Identified Issuer for three consecutive years, the SEC is required to prohibit the trading of the issuer’s securities on a national securities exchange or through any other method that is within the jurisdiction of the SEC to regulate, including over-the counter markets in the United States. Our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our securities being delisted.
Furthermore, in June 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if enacted, would amend the HFCAA and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years (as opposed to the three years under the HFCAA). In February 2022, the U.S. House of Representatives passed the America Creating Opportunities for Manufacturing Pre-Eminence in Technology and Economic Strength (COMPETES) Act of 2022 (the “America COMPETES Act”), which similarly would amend the HFCAA to shorten the number of non-inspection years from three years to two years. The America COMPETES Act, however, includes a broader range of legislation than the AHFCA Act in response to the U.S. Innovation and Competition Act passed by the U.S. Senate in 2021. The U.S. House of Representatives and the U.S. Senate will need to agree on amendments to these respective bills to allow the legislature to pass their amended bills before the President can sign the bill into law. It is unclear if or when either of these bills will be signed into law.
In September 2021, the PCAOB adopted PCAOB Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to use when determining whether the PCAOB is unable to inspect or investigate completely a registered public accounting firm located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction for the purposes of the HFCAA. PCAOB Rule 6100 establishes the manner of the PCAOB’s determinations; the factors the PCAOB will evaluate and the documents and information it will consider when assessing whether a determination is warranted; the form, public availability, effective date, and duration of such determinations; and the process by which the PCAOB will reaffirm, modify or vacate any such determinations. In November 2021, the SEC announced that it had approved Rule6100. In December 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements int he HFCAA for Commission-Identified Issuers, which became effective on January 10, 2022. In addition, the PCAOB issued a Determination Report, pursuant to PCAOB Rule 6100, which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong because of positions taken by Chinese authorities in those jurisdictions. The SEC began to identify Commission- Identified Issuers for fiscal years beginning after December 18, 2020. A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was so identified. If an issuer is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021, the issuer will be required to comply with the submission or disclosure requirements in its annual report for the fiscal year ended December 31, 2022. If we are identified as a Commission-Identified Issuer that uses an auditor not subject to PCAOB inspection for three consecutive years, or, if the AHFCAA or the America COMPETES Act is passed, two consecutive years, our securities may be delisted from Nasdaq as a result. Delisting of our securities would force holders of our securities to sell their securities. Further, we may be prohibited from listing our securities on another U.S. securities exchange, making our shares harder to trade for the investors, potentially reducing demand and lowering our share price. The market price of our securities could be adversely affected as a result of anticipated negative impacts of such legislative or executive actions upon, as well as negative investor sentiment toward, companies with significant operations in mainland China and Hong Kong that are listed in the United States, regardless of whether such actions are implemented and regardless of our actual operating performance.
Our auditor, GGF CPA LTD., Certified Public Accountants, is a China-based accounting firm registered with the PCAOB, and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. Our auditor is headquartered in the China and is subject to inspection by the PCAOB on a regular basis. On August 26, 2022, the PCAOB signed the Protocol with the CSRC and the MOF of the People’s Republic of China, governing inspections and investigations of audit firms based in mainland China and Hong Kong. The Protocol remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB registered public accounting firms headquartered in China mainland and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in China mainland and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in China mainland and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s control. The PCAOB is continuing to demand complete access in China mainland and Hong Kong moving forward and was already making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. Therefore, the PCAOB in the future may determine that it is unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong. Our auditor’s working papers related to us and our subsidiaries are located in China. If our auditor is not permitted to provide requested audit work papers located in China to the PCAOB, investors would be deprived of the benefits of PCAOB’s oversight of our auditor through such inspections which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities may be prohibited under the HFCAA, which would result in the delisting of our securities from the Nasdaq.
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Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
Substantially all of our assets and operations are located in the PRC. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in the PRC generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over the PRC’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies.
While the Chinese economy has experienced significant growth over past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in the PRC, in the policies of the Chinese government or in the laws and regulations in the PRC could have a material adverse effect on the overall economic growth of the PRC. Such developments could adversely affect our business and operating results, lead to a reduction in demand for our services and adversely affect our competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures may cause decreased economic activity in the PRC, which may adversely affect our business and operating results.
China’s economic, political and social conditions, as well as changes in any government policies, laws and regulations, could have a material adverse effect on our business.
All of our operations are located in China and substantially of our net revenues are derived from customers located in China. Accordingly, our business, financial condition, results of operations, prospects and certain transactions we may undertake may be subject, to a significant extent, to economic, political and legal developments in China.
China’s economy differs from the economies of most developed countries in many respects, including the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although China’s economy has been transitioning from a planned economy to a more market-oriented economy since the late 1970s, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over China’s economic growth through allocating resources, controlling the incurrence and payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Changes in any of these policies, laws and regulations could adversely affect the economy in China and could have a material adverse effect on our business.
The PRC government has implemented various measures to encourage foreign investment and sustainable economic growth and to guide the allocation of financial and other resources. However, we cannot assure you that the PRC government will not repeal or alter these measures or introduce new measures that will have a negative effect on us. China’s social and political conditions may change and become unstable. Any sudden changes to China’s political system or the occurrence of widespread social unrest could have a material adverse effect on our business and results of operations.
If the Company becomes directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matters. Any unfavorable results from the investigations could harm our business operations and our reputation.
Recently, U.S. public companies that have substantially all of their operations in China have been subjects of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities, lack of effective internal control over financial reporting, inadequate corporate governance and ineffective implementation thereof and, in many cases, allegations of fraud. As a result of enhanced scrutiny, criticism and negative publicity, the publicly traded stocks of many U.S.-listed Chinese companies have sharply decreased in value and, in some cases, have become virtually worthless or illiquid. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effects the sector-wide investigations will have on the Company. If the Company becomes the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, the Company will have to expend significant resources to investigate such allegations and defend the Company. If such allegations were not proven to be baseless, the Company would be severely hampered and the price of the stock of the Company could decline substantially. If such allegations were proven to be groundless, the investigation might have significantly distracted the attention of the Company’s management.
It may be difficult to serve the Company with legal process or enforce judgments against the Company or its management.
Most of the Company’s assets are located in China, all of its directors and officers are non-residents of the United States and located in China, and all or substantial portions of the assets of such non-residents are located outside the United States. As a result, it may not be possible to effect service of process within the United States upon such persons to originate an action in the United States. Moreover, there is uncertainty that the courts of China would enforce judgments of U.S. courts against the Company, its directors or officers based on the civil liability provisions of the securities laws of the United States or any state, or an original action brought in China based upon the securities laws of the United States or any state.
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The recognition and enforcement of foreign judgments are provided under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedure Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedure Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us or our management based on foreign laws.
We conduct substantially all of our operations in China, and substantially all of our assets are located in China. In addition, our current officers reside within China and are PRC nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those people inside the PRC. In addition, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the U.S. and many other countries and regions. Therefore, recognition and enforcement in the PRC of judgments of a court in any of these non-PRC jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.
We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have, and any limitation on the ability of our PRC subsidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business.
We rely principally on dividends and other distributions on equity from our PRC subsidiaries for our cash requirements, including for services of any debt we may incur.
Our PRC subsidiaries’ ability to distribute dividends is based upon their distributable earnings. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries, as a Foreign Invested Enterprise, or FIE, are required to draw 10% of its after-tax profits each year, if any, to fund a common reserve, which may stop drawing its after tax profits if the aggregate balance of the common reserve has already accounted for over 50 percent of its registered capital. These reserves are not distributable as cash dividends. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us. Any limitation on the ability of our PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business.
In addition, the Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated.
PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay us from making loans or additional capital contributions to our PRC subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.
Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign- invested enterprises, or FIEs, in China, capital contributions to our PRC subsidiaries are subject to the approval of or filing with the Ministry of Commerce, or MOFCOM or its local branches and registration with a local bank authorized by the State Administration of Foreign Exchange, or SAFE. In addition, (i) a foreign loan of less one year duration procured by our PRC subsidiaries is required to be registered with SAFE or its local branches and (ii) a foreign loan of one year duration or more procured by our PRC subsidiaries is required to be applied to the National Development and Reform Commission, or NDRC, in advance for undergoing recordation registration formalities. Any medium or long-term loan to be provided by us to our PRC operating subsidiaries must be registered with the NDRC and the SAFE or its local branches. We may not be able to complete such registrations on a timely basis, with respect to future capital contributions or foreign loans by us to our PRC Subsidiary. If we fail to complete such registrations, our ability to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.
On March 30, 2015, the SAFE promulgated the Circular on Reforming the Management Approach Regarding the Foreign Exchange Capital Settlement of Foreign-Invested Enterprises, or SAFE Circular 19, which took effect as of June 1, 2015. SAFE Circular 19 launched a nationwide reform of the administration of the settlement of the foreign exchange capitals of FIEs and allows FIEs to settle their foreign exchange capital at their discretion but continues to prohibit FIEs from using the Renminbi fund converted from their foreign exchange capital for expenditure beyond their business scopes, providing entrusted loans or repaying loans between nonfinancial enterprises. The SAFE issued the Circular on Reforming and Regulating Policies on the Control over Foreign Exchange Settlement of Capital Accounts, or SAFE Circular 16, effective in June 2016. Pursuant to SAFE Circular 16, enterprises registered in China may also convert their foreign debts from foreign currency to Renminbi on a self-discretionary basis. SAFE Circular 16 provides an integrated standard for conversion of foreign exchange under capital account items (including but not limited to foreign currency capital and foreign debts) on a self-discretionary basis which applies to all enterprises registered in China. SAFE Circular 16 reiterates the principle that Renminbi converted from foreign currency-denominated capital of a company may not be directly or indirectly used for purposes beyond its business scope or prohibited by PRC laws or regulations, while such converted Renminbi shall not be provided as loans to its non-affiliated entities. As this circular is relatively new, there remains uncertainty as to its interpretation and application and any other future foreign exchange-related rules. Violations of these Circulars could result in severe monetary or other penalties. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to use Renminbi converted from the net proceeds of this offering to fund our PRC operating subsidiary, to invest in or acquire any other PRC companies through our PRC Subsidiary, which may adversely affect our business, financial condition and results of operations.
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Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.
The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. It is difficult to predict how long such appreciation of RMB against the U.S. dollar may last and when and how the relationship between the RMB and the U.S. dollar may change again. All of our revenues and substantially all of our costs are denominated in Renminbi. We rely on dividends paid by our operating subsidiaries in China for our cash needs. Any significant revaluation of Renminbi may materially and adversely affect our results of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and any dividends payable on, the common stock in U.S. dollars. To the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount we would receive. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our common stock or for other business purposes, appreciation of the U.S. dollar against the Renminbi would have a negative effect on the U.S. dollar amount.
Governmental control of currency conversion may limit our ability to utilize our revenues effectively and affect the value of your investment.
The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, we primarily rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE by complying with certain procedural requirements. Specifically, under the existing exchange restrictions, without prior approval of SAFE, cash generated from the operations of our PRC subsidiaries in China may be used to pay dividends to our company. However, approval from or registration with appropriate government authorities is required, in principle, where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of our PRC subsidiaries to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the Common stock.
U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China.
Any disclosure of documents or information located in China by foreign agencies may be subject to jurisdiction constraints and must comply with China’s state secrecy laws, which broadly define the scope of “state secrets” to include matters involving economic interests and technologies. There is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect our operations will be honored by us, by entities who provide services to us or with whom we associate, without violating PRC legal requirements, especially as those entities are located in China. Furthermore, under the current PRC laws, an on-site inspection of our facilities by any of these regulators may be limited or prohibited.
Item 2. Unregistered Shares of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During
our fiscal quarter ended March 31, 2025, none of our directors or officers informed us of the
Item 6. Exhibits
| Exhibit No. | Description | |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) , as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.1 | The following financial statements from Gulf Resources, Inc.’s Quarterly Report on Form 10-Q/A for the quarterly period ended March 31, 2021 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets; (ii) the Consolidated Statements of Operations and Other Comprehensive Income (Loss); (iii) the Consolidated Statements of Changes in Equity; (iv) the Consolidated Statement of Cash Flows; and, (v) the Notes to Consolidated Financial Statements, tagged as blocks of text. | |
| 104 | Cover Page Interactive Data File |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GULF RESOURCES, INC. | ||
| Dated: September 30, 2026 | By: | /s/ Xiaobin Liu |
| Xiaobin Liu | ||
| Chief Executive Officer | ||
| Dated: September 30, 2026 | By: | /s/ Min Li |
| Min Li | ||
| Chief Financial Officer | ||
| 57 |
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Rule 13A-14(A)/15D-14(A)
of the Securities Exchange Act of 1934
I, Xiaobin Liu, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q/A for the period ended March 31, 2025 of Gulf Resources, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| c. | evaluated the effectiveness of registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| By: | /s/ Xiaobin Liu | |
| Xiaobin Liu | ||
| Chief Executive Officer and President | ||
| Dated: September 30, 2026 |
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Rule 13A-14(A)/15D-14(A)
of the Securities Exchange Act of 1934
I, Min Li, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q/A for the period ended March 31, 2025 of Gulf Resources, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a. | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b. | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| c. | evaluated the effectiveness of registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d. | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| a. | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b. | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting. |
| By: | /s/ Min Li | |
| Min Li | ||
| Chief Financial Officer | ||
| Dated: September 30, 2026 |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 AND EXCHANGE ACT RULES 13a-14(b) AND 15d-14(b)
(Section 906 of the Sarbanes-Oxley Act of 2002)
In connection with the Quarterly Report of Gulf Resources, Inc. on Form 10-Q/A for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his or her knowledge and belief:
| (1) | the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company. |
| Dated: September 30, 2026 | By: | /s/ Xiaobin Liu |
| Xiaobin Liu | ||
| Chief Executive Officer and President | ||
| Dated: September 30, 2026 | By: | /s/ Min Li |
| Min Li | ||
| Chief Financial Officer |