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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934
Date of Report (date of earliest event reported): June 26, 2024
Gulf Resources, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
|
000-20936 (Commission File Number) |
13-3637458 (IRS Employer Identification No.) |
Level 11,Vegetable Building, Industrial Park of the East City,
Shouguang City, Shandong, China 262700
________________________________________________
(Address of principal executive offices and zip code)
+86 (536) 567 0008
________________________________________________
(Registrant's telephone number including area code)
________________________________________________
(Registrant's former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||
| Common Stock, $0.0005 par value | GURE | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On June 26, 2024, a wholly owned subsidiary of Gulf Resources, Inc. (the “Registrant” or the “Company”), Shouguang Hengde Salt Industry Co. Ltd ( “SHSI”), entered into a Crude Salt Field Acquisition Agreement (the “Acquisition Agreement”) with Shouguang Qingshuibo Farm Co., LTD. (“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 Acquisition Agreement, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of Acquisition Agreement after SHSI has inspected the and accepted the crude salt field in writing.
On June 27, 2024, SHSI entered into four Crude Salt Field Acquisition Agreements (the “Agreements”) with Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative, Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative, Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative, and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative (together, “Sellers”), pursuant to which Sellers agree to transfer to SHSI, and SHSI agrees to purchase from 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 Agreements, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of Agreements after SHSI has inspected the and accepted the crude salt fields in writing.
The foregoing descriptions of agreements and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the Acquisition Agreement and the Agreements, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5, respectively, the terms of which are incorporated by reference herein.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on April 18, 2024 and May 21, 2024, the Company received letters from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that that it did not comply with Nasdaq’s filing requirements set forth in Listing Rule 5250(c)(1) (the “Rule”) because it had not filed its Form 10-K for the period ended December 31, 2023 (the “Form 10-K”) and Form 10-Q for the period ended March 31, 2024 (the “Form 10-Q”, and together with the Form 10-K, the “Delinquent Reports”).
On June 26, 2024, the Company received another letter from Nasdaq indicating that, based on its further review and the materials submitted by the Company on June 14, 2024, Nasdaq has determined to grant an exception to enable the Company to regain compliance with the Rule. The terms of the exception are as follows: on or before October 14, 2024, the Company must file the Delinquent Reports, as required by the Rule. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GULF RESOURCES, INC. | ||
| By: | /s/ Min Li | |
| Name: | Min Li | |
| Title: | Chief Financial Officer | |
Dated: July 2, 2024
Crude Salt Field Acquisition Agreement
Transferor: Shouguang Qingshuibo Farm Co., LTD. (hereinafter referred to as Party A)
Registered address: 2000 meters north of the intersection of Nanhai Road and Yangu Road, Shuangwang City Administrative Committee, Shouguang City, Weifang City, Shandong Province
Legal representative: Chang Maoming
Unified Social Credit code: Not applicable
Transferee: Shouguang Hengde Salt Industry Co. Ltd (hereinafter referred to as Party B)
Registered address: Southwest of intersection of Shenghai Road and Yandu Road, Yangkou Town, Shouguang City, Weifang City, Shandong Province
Legal representative: Li Min
Unified social credit code: 91370783MA7MLKPG9P
Whereas: 1. Party A and Party B, in order to improve the utilization rate of the salt field of Qingshuipo Farm, jointly improve economic benefits, ensure that the wastewater of bromine produced by the Parent company of Shouguang Hengde Salt Industry Co. Ltd., fully utilize the surrounding bromine plants and avoid environmental pollution;
2. Party B shall increase funds according to the requirements of the Municipal Party Committee and the Municipal government for the development of Shou Bei Investment, improve the scale and standard of salt pan, establish Shoubei bromine and crude salt co-production demonstration zone.
Party A and Party B shall, in accordance with the civil and relevant laws of the People's Republic of China and the principles of good faith, equality, mutual benefit and common development, both parties agree to undertake their respective rights and obligations through friendly consultation and strictly implement this agreement as follows
Article 1 Subject of transfer
Party A transfers 2,380,000 square meters of crude salt field of Qingshuibo Farm to Party B.
Article 2 Transfer price and method of delivery
1. Both parties hereto agree that Party B shall purchase Party A's crude salt field (including the land lease fee) within the above range for RMB 54.40 per square meter, and the total transfer price of Party A's crude salt field is RMB 129,472,000.
2. Terms of payment: 80% of the total amount shall be paid on the date of signing the contract by both parties, that is, RMB 103,577,600. The remaining amount of RMB 25,894,400 shall be paid in shares of common stock of Party B’s parent company, Gulf Resources, Inc. Pay to Party A or Party A's designated personnel within three months after Party B has inspected and accepted the crude salt field in writing.
3. Transfer term: June 29, 2024 ------- June 28, 2044
Article 3 Obligations of Party A
1. In the case of national planning and municipal land use, Party A shall assist Party B in complying with national requirements, laws, and regulations and shall compensate Party B for the ground attachments and crude salt field on the land leased by Party B.
2. Party A shall, when necessary, help Party B to coordinate the surrounding relations of the crude salt field and ensure the normal production of the salt field property. Party B shall adhere to Party A's management and maintain the integrity of the salt field.
3. Party A has not established any form of guarantee on the salt field it owns, and there is no legal defect in any form, and Party A guarantees that Party B will not encounter any issues or face threats of a similar nature after the transfer of the salt field.
4. Party B's acquisition of Party A's crude salt field assets represents only a portion of Party A's assets, and Party A warrants that the acquisition of assets will not be accompanied by any debt, and will not affect the normal operations of Party A. Party B will not assume any of Party A's creditor's rights or debts; all such obligations will remain the responsibility of Party A. Additionally, Party A shall be responsible for settling any disputes with staff formerly working at the purchased salt pans, and Party B shall not assume any responsibility for these matters.
5. Party A shall be responsible for the re-arrangement of the staff who originally worked at the purchased crude salt field, and Party B shall not bear any resettlement costs or undertake any employment relationship. The required staff shall be internally deployed or re-recruited by Party B.
Article 4 Obligations of Party B
1. Party B shall not transfer or sell crude salt field without Party A's consent; otherwise it shall be deemed as breach of contract. In such case, Party A shall have the right to terminate the Contract and hold Party B liable in accordance with relevant provisions.
2. Party B shall, in accordance with Article 3 hereof, pay Party A the entire transfer price and land lease fee of the salt field in full and on time.
3. Party B shall be responsible for urging Party A to handle the transfer of the salt pan in a timely manner, according to the provisions of this Agreement on the Approval procedures and industrial and commercial change registration procedures.
Article 5 Liability for breach of contract
If Party B fails to pay the transfer price of such equity and assets to Party A on time as stipulated in this Agreement, Party B shall bear a penalty of 0.3 ‰ per day for any overdue payment.
Article 6 Dispute resolution
Any dispute in connection with or arising out of this Agreement shall be resolved through negotiation between the parties. If no settlement can be reached through negotiation within 30 days, either party hereto shall have the right to bring a lawsuit to the local People's Court where this agreement was signed.
Article 7 Any modification, alteration or supplement to this Agreement shall be made in writing upon mutual agreement of both parties and shall come into force after being formally signed by both parties.
Article 8 This Agreement is made in duplicate, with each party holding one copy. The contract shall be signed and sealed by both parties to be effective.
Party A: Shouguang Qingshuibo Farm Co., LTD
Manager:
Party B: Shouguang Hengde Salt Industry Co. Ltd
Manager:
Date of signing: June 26, 2024
Place of signing: Shouguang City
Crude Salt Field Acquisition Agreement
Transferor: Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative (hereinafter referred to as Party A)
Registered address: Shouguang City Dingjia Zhuangzi village yard
Legal representative: Ding Zhanxian
Unified Social Credit code: Not applicable
Transferee: Shouguang Hengde Salt Industry Co. Ltd (hereinafter referred to as Party B)
Registered address: Southwest of intersection of Shenghai Road and Yandu Road, Yangkou Town, Shouguang City, Weifang City, Shandong Province
Legal representative: Li Min
Unified social credit code: 91370783MA7MLKPG9P
Whereas: 1. Party A and Party B, in order to improve the utilization rate of the salt field of Qingshuipo Farm, jointly improve economic benefits, ensure that the wastewater of bromine produced by the Parent company of Shouguang Hengde Salt Industry Co. Ltd., fully utilize the surrounding bromine plants and avoid environmental pollution;
2. Party B shall increase funds according to the requirements of the Municipal Party Committee and the Municipal government for the development of Shou Bei Investment, improve the scale and standard of salt pan, establish Shoubei bromine and crude salt co-production demonstration zone.
Party A and Party B shall, in accordance with the civil and relevant laws of the People's Republic of China and the principles of good faith, equality, mutual benefit and common development, both parties agree to undertake their respective rights and obligations through friendly consultation and strictly implement this agreement as follows
Article 1 Subject of transfer
Party A transfers 750,000 square meters of crude salt field of Shouguang City Yangkou town Dingjia Zhuangzi village stock economic cooperative to Party B.
Article 2 Transfer price and method of delivery
1. Both parties hereto agree that Party B shall purchase Party A's crude salt field (including the land lease fee) within the above range for RMB 54.10 per square meter, and the total transfer price of Party A's crude salt field is RMB 40,575,000 .
2. Terms of payment: 80% of the total amount shall be paid on the date of signing the contract by both parties, that is, RMB 32,460,000. The remaining amount of RMB 8,115,000 shall be paid in shares of common stock of Party B’s parent company, Gulf Resources, Inc. Pay to Party A or Party A's designated personnel within three months after Party B has inspected and accepted the crude salt field in writing.
3. Transfer term: June 29, 2024 ------- June 28, 2044
Article 3 Obligations of Party A
1. In the case of national planning and municipal land use, Party A shall assist Party B in complying with national requirements, laws, and regulations and shall compensate Party B for the ground attachments and crude salt field on the land leased by Party B.
2. Party A shall, when necessary, help Party B to coordinate the surrounding relations of the crude salt field and ensure the normal production of the salt field property. Party B shall adhere to Party A's management and maintain the integrity of the salt field.
3. Party A has not established any form of guarantee on the salt field it owns, and there is no legal defect in any form, and Party A guarantees that Party B will not encounter any issues or face threats of a similar nature after the transfer of the salt field.
4. Party B's acquisition of Party A's crude salt field assets represents only a portion of Party A's assets, and Party A warrants that the acquisition of assets will not be accompanied by any debt, and will not affect the normal operations of Party A. Party B will not assume any of Party A's creditor's rights or debts; all such obligations will remain the responsibility of Party A. Additionally, Party A shall be responsible for settling any disputes with staff formerly working at the purchased salt pans, and Party B shall not assume any responsibility for these matters.
5. Party A shall be responsible for the re-arrangement of the staff who originally worked at the purchased crude salt field, and Party B shall not bear any resettlement costs or undertake any employment relationship. The required staff shall be internally deployed or re-recruited by Party B.
Article 4 Obligations of Party B
1. Party B shall not transfer or sell crude salt field without Party A's consent; otherwise it shall be deemed as breach of contract. In such case, Party A shall have the right to terminate the Contract and hold Party B liable in accordance with relevant provisions.
2. Party B shall, in accordance with Article 3 hereof, pay Party A the entire transfer price and land lease fee of the salt field in full and on time.
3. Party B shall be responsible for urging Party A to handle the transfer of the salt pan in a timely manner, according to the provisions of this Agreement on the Approval procedures and industrial and commercial change registration procedures.
Article 5 Liability for breach of contract
If Party B fails to pay the transfer price of such equity and assets to Party A on time as stipulated in this Agreement, Party B shall bear a penalty of 0.3 ‰ per day for any overdue payment.
Article 6 Dispute resolution
Any dispute in connection with or arising out of this Agreement shall be resolved through negotiation between the parties. If no settlement can be reached through negotiation within 30 days, either party hereto shall have the right to bring a lawsuit to the local People's Court where this agreement was signed.
Article 7 Any modification, alteration or supplement to this Agreement shall be made in writing upon mutual agreement of both parties and shall come into force after being formally signed by both parties.
Article 8 This Agreement is made in duplicate, with each party holding one copy. The contract shall be signed and sealed by both parties to be effective.
Party A: Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative
Manager:
Party B: Shouguang Hengde Salt Industry Co. Ltd
Manager:
Date of signing: June 27, 2024
Place of signing: Shouguang City
Crude Salt Field Acquisition Agreement
Transferor: Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative (hereinafter referred to as Party A)
Registered address: Shouguang City Yangkou town Shanjia Zhuangzi village yard
Legal representative: Ding Huasong
Unified Social Credit code: Not applicable
Transferee: Shouguang Hengde Salt Industry Co. Ltd (hereinafter referred to as Party B)
Registered address: Southwest of intersection of Shenghai Road and Yandu Road, Yangkou Town, Shouguang City, Weifang City, Shandong Province
Legal representative: Li Min
Unified social credit code: 91370783MA7MLKPG9P
Whereas: 1. Party A and Party B, in order to improve the utilization rate of the salt field of Qingshuipo Farm, jointly improve economic benefits, ensure that the wastewater of bromine produced by the Parent company of Shouguang Hengde Salt Industry Co. Ltd., fully utilize the surrounding bromine plants and avoid environmental pollution;
2. Party B shall increase funds according to the requirements of the Municipal Party Committee and the Municipal government for the development of Shou Bei Investment, improve the scale and standard of salt pan, establish Shoubei bromine and crude salt co-production demonstration zone.
Party A and Party B shall, in accordance with the civil and relevant laws of the People's Republic of China and the principles of good faith, equality, mutual benefit and common development, both parties agree to undertake their respective rights and obligations through friendly consultation and strictly implement this agreement as follows
Article 1 Subject of transfer
Party A transfers 804,000square meters of crude salt field of Shouguang City Yangkou town Shanjia Zhuangzi village stock economic cooperative to Party B.
Article 2 Transfer price and method of delivery
1. Both parties hereto agree that Party B shall purchase Party A's crude salt field (including the land lease fee) within the above range for RMB 54.90 per square meter, and the total transfer price of Party A's crude salt field is RMB 44,139,600.
2. Terms of payment: 80% of the total amount shall be paid on the date of signing the contract by both parties, that is, RMB 35,311,680. The remaining amount of RMB 8,827,920 shall be paid in shares of common stock of Party B’s parent company, Gulf Resources, Inc. Pay to Party A or Party A's designated personnel within three months after Party B has inspected and accepted the crude salt field in writing.
3. Transfer term: June 29, 2024 ------- June 28, 2044
Article 3 Obligations of Party A
1. In the case of national planning and municipal land use, Party A shall assist Party B in complying with national requirements, laws, and regulations and shall compensate Party B for the ground attachments and crude salt field on the land leased by Party B.
2. Party A shall, when necessary, help Party B to coordinate the surrounding relations of the crude salt field and ensure the normal production of the salt field property. Party B shall adhere to Party A's management and maintain the integrity of the salt field.
3. Party A has not established any form of guarantee on the salt field it owns, and there is no legal defect in any form, and Party A guarantees that Party B will not encounter any issues or face threats of a similar nature after the transfer of the salt field.
4. Party B's acquisition of Party A's crude salt field assets represents only a portion of Party A's assets, and Party A warrants that the acquisition of assets will not be accompanied by any debt, and will not affect the normal operations of Party A. Party B will not assume any of Party A's creditor's rights or debts; all such obligations will remain the responsibility of Party A. Additionally, Party A shall be responsible for settling any disputes with staff formerly working at the purchased salt pans, and Party B shall not assume any responsibility for these matters.
5. Party A shall be responsible for the re-arrangement of the staff who originally worked at the purchased crude salt field, and Party B shall not bear any resettlement costs or undertake any employment relationship. The required staff shall be internally deployed or re-recruited by Party B.
Article 4 Obligations of Party B
1. Party B shall not transfer or sell crude salt field without Party A's consent; otherwise it shall be deemed as breach of contract. In such case, Party A shall have the right to terminate the Contract and hold Party B liable in accordance with relevant provisions.
2. Party B shall, in accordance with Article 3 hereof, pay Party A the entire transfer price and land lease fee of the salt field in full and on time.
3. Party B shall be responsible for urging Party A to handle the transfer of the salt pan in a timely manner, according to the provisions of this Agreement on the Approval procedures and industrial and commercial change registration procedures.
Article 5 Liability for breach of contract
If Party B fails to pay the transfer price of such equity and assets to Party A on time as stipulated in this Agreement, Party B shall bear a penalty of 0.3 ‰ per day for any overdue payment.
Article 6 Dispute resolution
Any dispute in connection with or arising out of this Agreement shall be resolved through negotiation between the parties. If no settlement can be reached through negotiation within 30 days, either party hereto shall have the right to bring a lawsuit to the local People's Court where this agreement was signed.
Article 7 Any modification, alteration or supplement to this Agreement shall be made in writing upon mutual agreement of both parties and shall come into force after being formally signed by both parties.
Article 8 This Agreement is made in duplicate, with each party holding one copy. The contract shall be signed and sealed by both parties to be effective.
Party A: Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative
Manager:
Party B: Shouguang Hengde Salt Industry Co. Ltd
Manager:
Date of signing: June 27, 2024
Place of signing: Shouguang City
Crude Salt Field Acquisition Agreement
Transferor: Shouguang city Yangkou town Zhengjia Zhuangzi village stock economic cooperative (hereinafter referred to as Party A)
Registered address: Shouguang City Zhengjia Zhuangzi village yard
Legal representative: Zhang Yugang
Unified Social Credit code: Not applicable
Transferee: Shouguang Hengde Salt Industry Co. Ltd (hereinafter referred to as Party B)
Registered address: Southwest of intersection of Shenghai Road and Yandu Road, Yangkou Town, Shouguang City, Weifang City, Shandong Province
Legal representative: Li Min
Unified social credit code: 91370783MA7MLKPG9P
Whereas: 1. Party A and Party B, in order to improve the utilization rate of the salt field of Qingshuipo Farm, jointly improve economic benefits, ensure that the wastewater of bromine produced by the Parent company of Shouguang Hengde Salt Industry Co. Ltd., fully utilize the surrounding bromine plants and avoid environmental pollution;
2. Party B shall increase funds according to the requirements of the Municipal Party Committee and the Municipal government for the development of Shou Bei Investment, improve the scale and standard of salt pan, establish Shoubei bromine and crude salt co-production demonstration zone.
Party A and Party B shall, in accordance with the civil and relevant laws of the People's Republic of China and the principles of good faith, equality, mutual benefit and common development, both parties agree to undertake their respective rights and obligations through friendly consultation and strictly implement this agreement as follows
Article 1 Subject of transfer
Party A transfers 385,000 square meters of crude salt field of Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative to Party B.
Article 2 Transfer price and method of delivery
1. Both parties hereto agree that Party B shall purchase Party A's crude salt field (including the land lease fee) within the above range for RMB 54.00 per square meter, and the total transfer price of Party A's crude salt field is RMB 20,790,000.
2. Terms of payment: 80% of the total amount shall be paid on the date of signing the contract by both parties, that is, RMB 16,632,000. The remaining amount of RMB 4,158,000 shall be paid in shares of common stock of Party B’s parent company, Gulf Resources, Inc. Pay to Party A or Party A's designated personnel within three months after Party B has inspected and accepted the crude salt field in writing.
3. Transfer term: June 29, 2024 ------- June 28, 2044
Article 3 Obligations of Party A
1. In the case of national planning and municipal land use, Party A shall assist Party B in complying with national requirements, laws, and regulations and shall compensate Party B for the ground attachments and crude salt field on the land leased by Party B.
2. Party A shall, when necessary, help Party B to coordinate the surrounding relations of the crude salt field and ensure the normal production of the salt field property. Party B shall adhere to Party A's management and maintain the integrity of the salt field.
3. Party A has not established any form of guarantee on the salt field it owns, and there is no legal defect in any form, and Party A guarantees that Party B will not encounter any issues or face threats of a similar nature after the transfer of the salt field.
4. Party B's acquisition of Party A's crude salt field assets represents only a portion of Party A's assets, and Party A warrants that the acquisition of assets will not be accompanied by any debt, and will not affect the normal operations of Party A. Party B will not assume any of Party A's creditor's rights or debts; all such obligations will remain the responsibility of Party A. Additionally, Party A shall be responsible for settling any disputes with staff formerly working at the purchased salt pans, and Party B shall not assume any responsibility for these matters.
5. Party A shall be responsible for the re-arrangement of the staff who originally worked at the purchased crude salt field, and Party B shall not bear any resettlement costs or undertake any employment relationship. The required staff shall be internally deployed or re-recruited by Party B.
Article 4 Obligations of Party B
1. Party B shall not transfer or sell crude salt field without Party A's consent; otherwise it shall be deemed as breach of contract. In such case, Party A shall have the right to terminate the Contract and hold Party B liable in accordance with relevant provisions.
2. Party B shall, in accordance with Article 3 hereof, pay Party A the entire transfer price and land lease fee of the salt field in full and on time.
3. Party B shall be responsible for urging Party A to handle the transfer of the salt pan in a timely manner, according to the provisions of this Agreement on the Approval procedures and industrial and commercial change registration procedures.
Article 5 Liability for breach of contract
If Party B fails to pay the transfer price of such equity and assets to Party A on time as stipulated in this Agreement, Party B shall bear a penalty of 0.3 ‰ per day for any overdue payment.
Article 6 Dispute resolution
Any dispute in connection with or arising out of this Agreement shall be resolved through negotiation between the parties. If no settlement can be reached through negotiation within 30 days, either party hereto shall have the right to bring a lawsuit to the local People's Court where this agreement was signed.
Article 7 Any modification, alteration or supplement to this Agreement shall be made in writing upon mutual agreement of both parties and shall come into force after being formally signed by both parties.
Article 8 This Agreement is made in duplicate, with each party holding one copy. The contract shall be signed and sealed by both parties to be effective.
Party A: Shouguang city Yangkou town Zhengjia Zhuangzi village stock economic cooperative
Manager:
Party B: Shouguang Hengde Salt Industry Co. Ltd
Manager:
Date of signing: June 27, 2024
Place of signing: Shouguang City
Crude Salt Field Acquisition Agreement
Transferor: Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative (hereinafter referred to as Party A)
Registered address: Shouguang City Renjia Zhuangzi village yard
Legal representative: Ren Zhenyi
Unified Social Credit code: Not applicable
Transferee: Shouguang Hengde Salt Industry Co. Ltd (hereinafter referred to as Party B)
Registered address: Southwest of intersection of Shenghai Road and Yandu Road, Yangkou Town, Shouguang City, Weifang City, Shandong Province
Legal representative: Li Min
Unified social credit code: 91370783MA7MLKPG9P
Whereas: 1. Party A and Party B, in order to improve the utilization rate of the salt field of Qingshuipo Farm, jointly improve economic benefits, ensure that the wastewater of bromine produced by the Parent company of Shouguang Hengde Salt Industry Co. Ltd., fully utilize the surrounding bromine plants and avoid environmental pollution;
2. Party B shall increase funds according to the requirements of the Municipal Party Committee and the Municipal government for the development of Shou Bei Investment, improve the scale and standard of salt pan, establish Shoubei bromine and crude salt co-production demonstration zone.
Party A and Party B shall, in accordance with the civil and relevant laws of the People's Republic of China and the principles of good faith, equality, mutual benefit and common development, both parties agree to undertake their respective rights and obligations through friendly consultation and strictly implement this agreement as follows
Article 1 Subject of transfer
Party A transfers 822,000 square meters of crude salt field of Shouguang City Yangkou town Renjia Zhuangzi village stock economic cooperative to Party B.
Article 2 Transfer price and method of delivery
1. Both parties hereto agree that Party B shall purchase Party A's crude salt field (including the land lease fee) within the above range for RMB 55.70 per square meters, and the total transfer price of Party A's crude salt field is RMB 45,785,400.
2. Terms of payment: 80% of the total amount shall be paid on the date of signing the contract by both parties, that is, RMB 36,628,320. The remaining amount of RMB 9,157,080 shall be paid in shares of common stock of Party B’s parent company, Gulf Resources, Inc. Pay to Party A or Party A's designated personnel within three months after Party B has inspected and accepted the crude salt field in writing.
3. Transfer term: June 29, 2024 ------- June 28, 2044
Article 3 Obligations of Party A
1. In the case of national planning and municipal land use, Party A shall assist Party B in complying with national requirements, laws, and regulations and shall compensate Party B for the ground attachments and crude salt field on the land leased by Party B.
2. Party A shall, when necessary, help Party B to coordinate the surrounding relations of the crude salt field and ensure the normal production of the salt field property. Party B shall adhere to Party A's management and maintain the integrity of the salt field.
3. Party A has not established any form of guarantee on the salt field it owns, and there is no legal defect in any form, and Party A guarantees that Party B will not encounter any issues or face threats of a similar nature after the transfer of the salt field.
4. Party B's acquisition of Party A's crude salt field assets represents only a portion of Party A's assets, and Party A warrants that the acquisition of assets will not be accompanied by any debt, and will not affect the normal operations of Party A. Party B will not assume any of Party A's creditor's rights or debts; all such obligations will remain the responsibility of Party A. Additionally, Party A shall be responsible for settling any disputes with staff formerly working at the purchased salt pans, and Party B shall not assume any responsibility for these matters.
5. Party A shall be responsible for the re-arrangement of the staff who originally worked at the purchased crude salt field, and Party B shall not bear any resettlement costs or undertake any employment relationship. The required staff shall be internally deployed or re-recruited by Party B.
Article 4 Obligations of Party B
1. Party B shall not transfer or sell crude salt field without Party A's consent; otherwise it shall be deemed as breach of contract. In such case, Party A shall have the right to terminate the Contract and hold Party B liable in accordance with relevant provisions.
2. Party B shall, in accordance with Article 3 hereof, pay Party A the entire transfer price and land lease fee of the salt field in full and on time.
3. Party B shall be responsible for urging Party A to handle the transfer of the salt pan in a timely manner, according to the provisions of this Agreement on the Approval procedures and industrial and commercial change registration procedures.
Article 5 Liability for breach of contract
If Party B fails to pay the transfer price of such equity and assets to Party A on time as stipulated in this Agreement, Party B shall bear a penalty of 0.3 ‰ per day for any overdue payment.
Article 6 Dispute resolution
Any dispute in connection with or arising out of this Agreement shall be resolved through negotiation between the parties. If no settlement can be reached through negotiation within 30 days, either party hereto shall have the right to bring a lawsuit to the local People's Court where this agreement was signed.
Article 7 Any modification, alteration or supplement to this Agreement shall be made in writing upon mutual agreement of both parties and shall come into force after being formally signed by both parties.
Article 8 This Agreement is made in duplicate, with each party holding one copy. The contract shall be signed and sealed by both parties to be effective.
Party A: Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative
Manager:
Party B: Shouguang Hengde Salt Industry Co. Ltd
Manager:
Date of signing: June 27, 2024
Place of signing: Shouguang City