| PARENT ONLY FINANCIAL INFORMATION |
SCHEDULE
I – PARENT ONLY FINANCIAL INFORMATION
The
following presents condensed parent company only financial information of Gulf Resources, Inc.
Condensed
Balance Sheets
SCHEDULE OF CONDENSED PARENT COMPANY BALANCE SHEETS
| | |
2025 | | |
2024
(Restated) | |
| | |
As
of December 31, | |
| | |
2025 | | |
2024
(Restated) | |
| Prepayments and deposits | |
$ | — | | |
$ | — | |
| Total Current Assets | |
| — | | |
| — | |
| Non-Current Assets | |
| | | |
| | |
| Interests in subsidiaries | |
| 48,950,428 | | |
| 82,861,465 | |
| Amounts due from group companies | |
| 64,632,281 | | |
| 61,943,090 | |
| Deferred tax assets, net | |
| — | | |
| — | |
| Total non-current assets | |
| 113,582,709 | | |
| 144,804,555 | |
| Total Assets | |
| 113,582,709 | | |
| 144,804,555 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ Equity | |
| | | |
| | |
| Current Liabilities | |
| | | |
| | |
| Other payables and accrued expenses | |
$ | 642,677 | | |
$ | 387,168 | |
| Amounts due to related parties | |
| 1,462,110 | | |
| 1,462,110 | |
| Amounts due to group companies | |
| — | | |
| 142,702 | |
| Total Current Liabilities | |
| 2,104,787 | | |
| 1,991,980 | |
| | |
| | | |
| | |
| Total Liabilities | |
| 2,104,787 | | |
| 1,991,980 | |
| | |
| | | |
| | |
| Stockholders’ Equity | |
| | | |
| | |
| PREFERRED STOCK; $0.001 par value; 1,000,000
shares authorized; none outstanding | |
| — | | |
| — | |
COMMON STOCK; $0.0005 par value; 80,000,000
shares authorized; 1,568,114 and 1,120,145 shares issued; and 1,539,531 and 1,091,562 shares outstanding as of December 31, 2025
and December 31, 2024 | |
| 784 | | |
| 560 | |
| Treasury stock; 28,583 shares as of December 31, 2025 and December 31,
2024 at cost | |
| (1,372,673 | ) | |
| (1,372,673 | ) |
| Additional paid-in capital | |
| 105,927,142 | | |
| 101,712,325 | |
| Share to be issued | |
| — | | |
| 194,700 | |
| Retained earnings unappropriated | |
| (7,526,347 | ) | |
| 36,393,884 | |
| Retained earnings appropriated | |
| 26,667,097 | | |
| 26,667,097 | |
| Currency translation adjustment | |
| (12,218,081 | ) | |
| (20,783,318 | ) |
| Total Stockholders’
Equity | |
| 111,477,922 | | |
| 142,812,575 | |
| Total Liabilities and
Stockholders’ Equity | |
$ | 113,582,709 | | |
$ | 144,804,555 | |
Condensed
Statements of Loss
SCHEDULE
OF CONDENSED PARENT COMPANY STATEMENT OF LOSS
| | |
2025 | | |
2024
(Restated) | |
| | |
Years
Ended December 31, | |
| | |
2025 | | |
2024
(Restated) | |
| OPERATING EXPENSES | |
| | | |
| | |
| General
and administrative expenses | |
$ | (1,443,957 | ) | |
$ | (742,480 | ) |
| TOTAL OPERATING EXPENSES | |
| (1,443,957 | ) | |
| (742,480 | ) |
| OTHER EXPENSES | |
| | | |
| | |
| Interest expense | |
| — | | |
| — | |
| TOTAL OTHER EXPENSES | |
| — | | |
| — | |
| TOTAL EXPENSES | |
| (1,443,957 | ) | |
| (742,480 | ) |
| Equity in net loss of
subsidiaries | |
| (42,476,274 | ) | |
| (59,157,892 | ) |
| LOSS BEFORE INCOME TAXES | |
| (43,920,231 | ) | |
| (59,900,372 | ) |
| INCOME TAXES | |
| — | | |
| — | |
| NET LOSS | |
$ | (43,920,231 | ) | |
$ | (59,900,372 | ) |
Condensed
Statements of Cash Flows
SCHEDULE
OF CONDENSED PARENT COMPANY CONDENSED STATEMENT OF CASH FLOWS
| | |
2025 | | |
2024
(Restated) | |
| | |
Years
Ended December 31, | |
| | |
2025 | | |
2024
(Restated) | |
| CASH FLOWS FROM OPERATING ACTIVITIES | |
| | | |
| | |
| Net Loss | |
$ | (43,920,231 | ) | |
$ | (59,900,372 | ) |
| Adjustments to reconcile net loss to net cash
provided by (used in) operating activities: | |
| | | |
| | |
| Equity loss in unconsolidated
subsidiaries | |
| 42,476,274 | | |
| 59,157,892 | |
| Stock-based compensation
expense-options | |
| — | | |
| — | |
| Shares issued from treasury
stock for services | |
| — | | |
| — | |
| Changes in assets and liabilities: | |
| — | | |
| — | |
| Other payables and accrued
expenses | |
| 255,509 | | |
| 396,825 | |
| Net cash used in operating
activities | |
| (1,188,448 | ) | |
| (345,655 | ) |
| CASH FLOWS FROM FINANCING ACTIVITIES | |
| | | |
| | |
| Advances from group companies | |
| 1,188,448 | | |
| 345,655 | |
| Net cash provided by financing
activities | |
| 1,188,448 | | |
| 345,655 | |
| NET INCREASE IN CASH AND CASH EQUIVALENTS | |
| — | | |
| — | |
| CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR | |
| — | | |
| — | |
| CASH AND CASH EQUIVALENTS
- END OF YEAR | |
$ | — | | |
$ | — | |
In
the condensed parent-company-only financial statements, the Company’s investment in subsidiaries is stated at cost plus equity
in undistributed earnings of subsidiaries since the date of acquisition. The Company’s share of net loss of its subsidiaries is
included in condensed statements of comprehensive loss using the equity method. These condensed parent- company-only financial statements
should be read in connection with the consolidated financial statements and notes thereto.
As
of December 31, 2025, the Company itself has no purchase commitment, capital commitment and operating lease commitment.
| (ii) | Restricted
Net Assets |
Schedule
I of Rule 5-04 of Regulation S-X requires the condensed financial information of registrant shall be filed when the restricted net assets
of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For
purposes of the above test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate
share of net assets of consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year
may not be transferred to the parent company by subsidiaries in the form of loans, advances or cash dividends without the consent of
a third party (i.e., lender, regulatory agency, foreign government, etc.).
The
condensed parent company financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X as the restricted
net assets of the subsidiaries of Gulf Resources, Inc. exceed 25% of the consolidated net assets of Gulf Resources, Inc. The ability
of the Company’s Chinese operating subsidiaries to pay dividends may be restricted due to the foreign exchange control policies
and availability of cash balances of the Chinese operating subsidiaries. Because a significant portion of the Company’s operations
and revenues are conducted and generated in China, a significant portion of the revenues being earned and currency received are denominated
in RMB. RMB is subject to the exchange control regulation in China, and, as a result, the Company may be unable to distribute any dividends
outside of China due to PRC exchange control regulations that restrict the Company’s ability to convert RMB into US Dollars.
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