UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2013
	Or
o	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: 000-20936

GULF RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	13-3637458
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Level 11,Vegetable Building, Industrial Park of the East Shouguang City, Shandong,	262700
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: +86 (536) 567 0008

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.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every, Interactive Data File required to be submitted and posted 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 and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. 

Large accelerated filer o	Accelerated filer o
Non-accelerated filer (Do not check if a smaller reporting company) o	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

As of November 4, 2013, the registrant had outstanding 38,370,801 shares of common stock.

Table of Contents

Part I – Financial Information
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3. Quantitative and Qualitative Disclosures about Market Risk	40
Item 4. Controls and Procedures	40
Part II – Other Information
Item 1. Legal Proceedings	40
Item 1A. Risk Factors	41
Item 2. Unregistered Shares of Equity Securities and Use of Proceeds	41
Item 3. Defaults Upon Senior Securities	41
Item 4. Mine Safety Disclosures	41
Item 5. Other Information	41
Item 6. Exhibits	41
Signatures	42

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

GULF RESOURCES, INC.

 AND SUBSIDIARIES

 CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars)

(UNAUDITED)

	September 30, 2013 Unaudited			December 31, 2012 Audited
Current Assets
Cash	$	97,204,603		$	65,241,035
Accounts receivable		41,543,015			35,969,900
Inventories		5,805,242			5,993,598
Prepayments and deposits		9,375			-
Prepaid land leases		285,845			47,307
Deferred tax assets		7,129			6,973
Receivable from relocation		2,927,700			-
Total Current Assets		147,782,909			107,258,813
Non-Current Assets
Property, plant and equipment, net		149,118,534			165,942,542
Property, plant and equipment under capital leases, net		1,775,595			1,996,478
Prepaid land leases, net of current portion		752,025			748,502
Deferred tax assets		2,296,830			2,246,699
Total non-current assets		153,942,984			170,934,221
Total Assets	$	301,725,893		$	278,193,034
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	6,346,209		$	6,533,236
Retention payable		154,518			1,432,690
Capital lease obligation, current portion		150,101			193,164
Taxes payable		5,456,003			2,856,658
Total Current Liabilities		12,106,831			11,015,748
Non-Current Liabilities
Capital lease obligation, net of current portion		2,919,289			2,952,902
Total Liabilities	$	15,026,120		$	13,968,650
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; 38,555,400 and 38,552,070 shares issued; and 38,370,801 and 38,367,471 shares outstanding as of September 30, 2013 and December 31, 2012, respectively		19,277			19,276
Treasury stock; 184,599 shares as of September 30, 2013 and December 31, 2012 at cost		(500,000	)		(500,000	)
Additional paid-in capital		80,025,587			79,489,188
Retained earnings unappropriated		161,286,763			146,745,754
Retained earnings appropriated		16,781,471			15,973,887
Cumulative translation adjustment		29,086,675			22,496,279
Total Stockholders’ Equity		286,699,773			264,224,384
Total Liabilities and Stockholders’ Equity	$	301,725,893		$	278,193,034

See accompanying notes to the condensed consolidated financial statements.

1

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Expressed in U.S. dollars)

(UNAUDITED)

	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
	2013			2012			2013			2012
NET REVENUE
Net revenue	$	32,935,277		$	24,530,332		$	88,291,753		$	79,653,852
OPERATING INCOME (EXPENSES)
Cost of net revenue		(22,006,256	)		(17,099,890	)		(63,251,929	)		(55,605,423	)
Sales, marketing and other operating expenses		(25,378	)		(20,327	)		(70,796	)		(60,800	)
Research and development cost		(33,198	)		(28,478	)		(105,380	)		(133,802	)
Write-off/Impairment on property, plant and equipment		(214	)		(130,143	)		(214	)		(1,042,138
General and administrative expenses		(1,962,496	)		(1,707,863	)		(6,354,165	)		(5,190,934	)
Gain on relocation of factory		1,877,779			-			1,877,779			-
Other operating income		107,006			85,250			489,695			218,428
		(22,042,757	)		(18,901,451	)		(67,415,010	)		(61,814,669	)
INCOME FROM OPERATIONS		10,892,520			5,628,881			20,876,743			17,839,183
OTHER INCOME (EXPENSE)
Interest expense		(50,643	)		(50,896	)		(157,232	)		(159,563	)
Interest income		86,296			64,557			238,568			248,362
INCOME BEFORE TAXES		10,928,173			5,642,542			20,958,079			17,927,982
INCOME TAXES		(2,818,444	)		(1,529,326	)		(5,609,486	)		(4,838,985	)
NET INCOME	$	8,109,729		$	4,113,216		$	15,348,593		$	13,088,997
COMPREHENSIVE INCOME:
NET INCOME	$	8,109,729		$	4,113,216		$	15,348,593		$	13,088,997
OTHER COMPREHENSIVE INCOME
- Foreign currency translation adjustments		1,524,122			(721,067	)		6,590,396			(1,759,171	)
COMPREHENSIVE INCOME	$	9,633,851		$	3,392,149		$	21,938,989		$	11,329,826
EARNINGS PER SHARE:
BASIC	$	0.21		$	0.12		$	0.40		$	0.38
DILUTED	$	0.21		$	0.12		$	0.40		$	0.37
WEIGHTED AVERAGE NUMBER OF SHARES:
BASIC		38,368,267			34,560,743			38,368,267			34,560,743
DILUTED		38,963,154			34,699,989			38,685,610			34,957,219

See accompanying notes to the condensed consolidated financial statements.

2

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2013

(Expressed in U.S. dollars)

(UNAUDITED)

	Common stock
	Number		Number		Number							Additional			Statutory				Cumulative
	of shares		of shares		of treasury				Treasury			paid-in			common		Retained		translation
	issued		outstanding		stock		Amount		stock			capital			reserve		earnings		adjustment		Total
							$		$			$			$		$		$		$
BALANCE AT DECEMBER 31, 2012		38,552,070		38,367,471		184,599		19,276		(500,000	)		79,489,188			15,973,887		146,745,754		22,496,279		264,224,384
Translation adjustment	-			-		-	-					-			-		-			6,590,396		6,590,396
Common stock issued for exercising stock options		3,330		3,330		-		1		-			(1	)		-		-		-		-
Issuance of stock options to employees		-		-		-		-		-			536,400			-		-		-		536,400
Net income for nine-month period ended September 30, 2013	-			-		-	-			-		-			-			15,348,593	-			15,348,593
Transfer to statutory common reserve fund		-		-		-		-		-			-			807,584		(807,584		-		-
BALANCE AT SEPTEMBER 30, 2013		38,555,400		38,370,801		184,599		19,277		(500,000	)		80,025,587			16,781,471		161,286,763		29,086,675		286,699,773

See accompanying notes to the condensed consolidated financial statements.

3

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Expressed in U.S. dollars)

(UNAUDITED)

	Nine-Month Period Ended September 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	15,348,593		$	13,088,997
Adjustments to reconcile net income to net cash provided by operating activities:
Interest on capital lease obligation		156,644			158,673
Amortization of prepaid land leases		419,180			298,910
Depreciation and amortization		20,568,172			16,995,684
Write-off/Impairment loss on property, plant and equipment		214			1,042,138
Currency translation adjustment on inter-company balances		556,325			(154,998	)
Gain on relocation of factory		(1,877,779	)		-
Demolition expenditure net off against gain on relocation of factory		(733,379	)		-
Stock-based compensation expense		536,400			503,300
Deferred tax asset		-			271,261
Changes in assets and liabilities:
Accounts receivable		(4,801,147	)		(20,255,706	)
Inventories		309,538			(376,048	)
Prepayments and deposits		(9,375	)		(13,430	)
Accounts payable and accrued expenses		(310,091	)		(953,261	)
Retention payable		(1,287,006	)		865,769
Taxes payable		2,512,686			(728,775	)
Net cash provided by operating activities		31,388,975			10,742,514
CASH FLOWS USED IN INVESTING ACTIVITIES
Additions of prepaid land leases		(638,076	)		(477,678	)
Proceeds from sales of property, plant and equipment		143			-
Purchase of property, plant and equipment		(6,072	)		(29,447,905	)
Construction in progress		(307,635	)		-
Net cash used in investing activities		(951,640	)		(29,925,583	)
CASH FLOWS USED IN FINANCING ACTIVITIES
Repayment of capital lease obligation		(302,497	)		(297,598	)
Net cash used in financing activities		(302,497	)		(297,598	)
EFFECTS OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS		1,828,730			(451,033	)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		31,963,568			(19,931,700	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		65,241,035			78,576,060
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	97,204,603		$	58,644,360
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
Income taxes	$	3,348,327		$	4,829,992

See accompanying notes to the condensed consolidated financial statements.

4

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(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 condensed financial statements have been prepared by Gulf Resources, Inc. a Delaware corporation and its subsidiaries (collectively, the “Company”), without audit, in accordance with the instructions to Form 10-Q and, therefore, do not necessarily include all information and footnotes necessary for a fair statement of its financial position, results of operations and cash flows in accordance with accounting principles generally accepted in the United States (“US GAAP”). The balance sheet at December 31, 2012 is derived from the audited balance sheet but does not include all disclosures required by US GAAP. In connection with the consolidated financial statements and notes included in this report, reference is made to the consolidated financial statements and notes contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “2012 Form 10-K”).

In the opinion of management, the unaudited financial information for the three and nine months ended September 30, 2013 presented reflects all adjustments, which are only normal and recurring, necessary for a fair statement of results of operations, financial position and cash flows. These condensed financial statements should be read in conjunction with the financial statements included in the Company’s  2012 Form 10-K. Operating results for the interim periods are not necessarily indicative of operating results for an entire fiscal year.

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts that are reported in the financial statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that the Company may undertake in the future, actual results may be different from the estimates. The Company also exercises judgments in the preparation of these condensed financial statements in the areas including classification of leases and related party transactions.


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”).  All material intercompany transactions have been eliminated on consolidation..


Certain comparative amounts in the accompanying condensed financial statements have been reclassified to conform to the current period’s presentation. In the third quarter of 2012, the Company recognized $628,718 related to the legal fees reimbursed by insurance company in other income. We classified and offset such amount in legal expense in the general and administrative expense for the year ended December 31, 2012. These reclassifications had no effect on previously reported consolidated net income or stockholders’ equity.

(b)           Nature of the Business

The Company manufactures and trades bromine and crude salt through its wholly-owned subsidiary, Shouguang City Haoyuan Chemical Company Limited ("SCHC"), and manufactures chemical products for use in the oil industry and paper manufacturing industry through its wholly-owned subsidiary, Shouguang Yuxin Chemical Industry Co., Limited ("SYCI") in The People’s Republic of China (“PRC”).

(c)           Allowance for Doubtful Accounts

As of September 30, 2013 and December 31, 2012, allowances for doubtful accounts were nil. No allowances for doubtful accounts were charged to the income statement for the three-month and nine-month periods ended September 30, 2013 and 2012.

(d)           Concentration of Credit Risks

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 and China Merchants Bank Company Limited, which are not insured or otherwise protected. The Company placed $97,204,603 and $65,241,035 with these institutions as of September 30, 2013 and December 31, 2012, respectively.  The Company has not experienced any losses in such accounts in the PRC.

Concentrations of credit risk with respect to accounts receivable exists as the Company sells a substantial portion of its products to a limited number of customers. However, such concentrations of credit risks are limited since the Company performs ongoing credit evaluations of its customers’ financial condition and due to the generally short payment terms.  About 83.7% and 100% of the balances of accounts receivable as of September 30, 2013 and December 31, 2012, respectively, were outstanding for less than or equal to 90 days. For the balances of accounts receivable aged more than 90 days as of September 30, 2013, all was settled in October 2013. 

5

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

(Expressed in U.S. dollars)

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(e)           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 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 progress primarily represents direct costs of construction of plant, machinery and equipment. Costs incurred are capitalized and transferred to property and equipment upon completion, at which time depreciation commences.

The Company’s depreciation and amortization policies on property, plant and equipment, other than mineral rights and construction in progress, are as follows:

	Useful life (in years)
Buildings (including salt pans)		8 - 20
Plant and machinery (including protective shells, transmission channels and ducts)		5 - 8
Motor vehicles		5
Furniture, fixtures and equipment		8

Property, plant and equipment under capital leases are depreciated over their expected useful lives on the same basis as owned assets, or where shorter, the term of the lease, which is 20 years.

(f)           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 scheme at the applicable rate based on the employees’ salaries.  The required contributions under the retirement plans are charged to the consolidated income statement on an accrual basis when they are due. The Company’s contributions totaled $125,504 and $112,940 for the three-month periods ended September 30, 2013 and 2012, respectively, and totaled $369,417 and $355,333 for the nine-month periods ended September 30, 2013 and 2012, respectively.

(g)           Revenue Recognition

The Company recognizes revenue, net of value-added tax, when persuasive evidence of an arrangement exists, delivery of the goods has occurred, customer acceptance has been obtained, which means the significant risks and ownership have been transferred to the customer, the price is fixed or determinable and collectability is reasonably assured.

(h)           Shipping and Handling Fees and Costs

The Company does not charge its customers for shipping and handling as all customers arrange their own transportation of finished goods.  The Company classifies shipping and handling costs for purchase of raw materials as part of the cost of net revenue, which amounted to $0 and $80,607 for the nine-month periods ended September 30, 2013 and 2012, respectively. There is no such shipping and handling costs for the three-month period ended September 30, 2013 and 2012 as they are borne by the suppliers since April 2012.

6

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(i)           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 and nine-month periods ended September 30, 2012, certain property, plant and machinery, with net book values of $130,143 and $1,042,138, respectively, were replaced during the second phase enhancement project to protective shells for transmission channels and ducts and the enhancement work to bromine production facilities in Factory No. 2, write-offs of the same amounts, were made and included in write-off/impairment on property, plant and equipment.

On September 25, 2013, SCHC entered into a relocation compensation agreement with the Transportation Bureau of Dongying City, Shangdong Province (“Transportation Bureau”) and the Government of Liuhu Township of Dongying City, Shandong Province (“Liuhu Government”) in which SCHC will receive relocation compensation in the amount of  $3,875,047 (RMB 23,824,453) for relocating Factory No. 3 due to a railway construction project. Out of this total amount, $2,927,700 (RMB 18,000,000) will be received upon the demolition of the warehouses and facilities of factory No. 3. The remaining balance will be paid after the clearance of all ground fixtures and examination approval by Liuhu Government. As of September 30, 2013, SCHC has completed the demolition work and compensation proceeds of $2,927,700 (RMB 18,000,000) was recorded in other receivable. This amount was received by SCHC from the Liuhu Government in October 2013. For the three-month and nine-month periods ended September 30, 2013, certain property, plant and machinery, with net book value of $307,182 were replaced due to the relocation of the Factory No. 3.  In addition, demolition costs of $733,379 (RMB 4,523,400) were incurred in the same periods. The write-off and demolition costs were offset against the compensation proceeds resulting in a net gain on relocation of factory of $1,877,779 in the three and nine months ended September 30, 2013. This is accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 605-40 “Revenue Recognition – Gains and losses”.

(j)           Basic and Diluted Net Income per Share of Common Stock

Basic earnings per common share 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 shares plus dilutive common share equivalents outstanding during the period. Potential common shares 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 3,601,075 and 5,165,936 shares for the three-month periods ended September 30, 2013 and 2012, respectively, and amounted to 4,660,000 and 2,803,343 shares for the nine-month periods ended September 30, 2013 and 2012, respectively. These awards could be dilutive in the future if the market price of the common stock increases and is greater than the exercise price of these awards.

7

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – Continued

(k)           Basic and Diluted Net Income per Share of Common Stock – Continued

The following table sets forth the computation of basic and diluted earnings per share:

	Three-Month Period Ended September 30,				Nine-Month Period Ended September 30,
	2013		2012			2013		2012
Numerator
Net income	$	8,109,729	$	4,113,216	$	15,348,593	$	13,088,997
Denominator
Basic: Weighted-average common shares outstanding during the period		38,368,267		34,560,743		38,368,267		34,560,743
Add: Dilutive effect of stock options		594,887		139,246		317,343		396,476
Diluted		38,963,154		34,699,989		38,685,610		34,957,219
Net income per share
Basic	$	0.21	$	0.12	$	0.40	$	0.38
Diluted	$	0.21	$	0.12	$	0.40	$	0.37

(l)           New Accounting Pronouncements

No accounting standards and guidance with an effective date during the three-month and nine-month periods ended September 30, 2013 or issued during 2013 had or are expected to have a significant impact on the Company’s condensed consolidated financial statements.

NOTE 2 – ASSET ACQUISITIONS

On November 26, 2012, the Company acquired substantially all of the assets owned by Chengyong Zhao in Guantai Village located Shouguang City Yangkou Township area (the “Chengyong Zhao Property” or “Factory No. 11”). The Chengyong Zhao Property includes a 20-year land lease covering approximately 1,727 acres of real property, with the related production facility, wells, pipelines, other production equipment, and the buildings located on the property. The total purchase price for the acquired assets was RMB 62 million (approximately $9.80 million), consisting of RMB 31 million (approximately $4.93million) in cash and 3,806,728 shares of the Company’s Common Stock valued at approximately $4.87 million (fair value). The production line of Factory No. 11 was resumed in March 2013 after certain repair and adjustments.

The Factory No. 11 described above was not in operation when the Company acquired the assets. Production of Factory No. 11 had previously been halted by the government since the owners of the bromine factories did not hold the proper license for the exploration and production of bromine.  The Factories No.11 had not been in operation for more than six months at the time of the acquisition. The Company recorded the above transactions as a purchase of assets.

8

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 3 – INVENTORIES

Inventories consist of:

	September 30, 2013			December 31, 2012
Raw materials	$	666,320		$	773,453
Finished goods		5,167,438			5,248,039
Allowance for obsolete and slow-moving inventory		(28,516	)		(27,894	)
	$	5,805,242		$	5,993,598

NOTE 4 – PREPAID LAND LEASES

The Company prepaid for land leases with lease terms for periods ranging from one to fifty years to use the land on which the office premises, production facilities and warehouses of the Company are situated. The prepaid land lease is amortized on a straight line basis.

During the three-month periods ended September 30, 2013 and 2012, amortization of prepaid land lease totaled $229,262 and $193,859, respectively, which were recorded as cost of net revenue. During the nine-month periods ended September 30, 2013 and 2012, amortization of prepaid land lease totaled $419,180 and $298,910, respectively, which were recorded as cost of net revenue.

The Company has the rights to use certain parcels of land located in Shouguang, the PRC, through lease agreements signed with local townships. Such parcels of land are collectively owned by local townships and accordingly, the Company could not obtain land use rights certificates on these parcels of land. The parcels of land that the Company could not obtain land use rights certificates cover a total of approximately 59.39 square kilometers with an aggregate carrying value of $994,985 and approximately 59.39 square kilometers with an aggregate carrying value of $753,086 as at September 30, 2013 and December 31, 2012, respectively.

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net consist of the following:

	September 30, 2013			December 31, 2012
At cost:
Mineral rights	$	6,475,614		$	6,334,277
Buildings		51,782,238			50,905,337
Plant and machinery		169,451,661			166,121,329
Motor vehicles		9,344			9,140
Furniture, fixtures and office equipment		4,861,677			4,777,044
Construction in progress		308,622			-
Total		232,889,156			228,147,127
Less: Accumulated depreciation and amortization		(83,770,622	)		(62,204,585	)
Net book value	$	149,118,534		$	165,942,542

The Company has certain buildings and salt pans erected on parcels of land located in Shouguang, PRC, and such parcels of land are collectively owned by local townships. The Company has not been able to obtain property ownership certificates over these buildings and salt pans as the Company could not obtain land use rights certificates on the underlying parcels of land. The aggregate carrying values of these properties situated on parcels of the land are $38,652,646 and $35,988,055 as at September 30, 2013 and December 31, 2012, respectively.

9

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 5 – PROPERTY, PLANT AND EQUIPMENT, NET – Continued

During the three-month period ended September 30, 2013, depreciation and amortization expense totaled $6,794,439, of which $6,354,146 and $440,293 were recorded as cost of net revenue and administrative expenses, respectively. During the three-month period ended September 30, 2012, depreciation and amortization expense totaled $5,619,219, of which $5,275,200 and $344,019 were recorded as cost of net revenue and administrative expenses, respectively. During the nine-month period ended September 30, 2013, depreciation and amortization expense totaled $20,305,673, of which $19,069,116 and $1,236,557 were recorded as cost of sales and administrative expenses respectively. During the nine-month period ended September 30, 2012, depreciation and amortization expense totaled $16,737,318, of which $15,920,903 and $816,415 were recorded as cost of sales and administrative expenses respectively.

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT UNDER CAPITAL LEASES, NET

Property, plant and equipment under capital leases, net consist of the following:

	September 30, 2013			December 31, 2012
At cost:
Buildings	$	133,848		$	130,925
Plant and machinery		2,515,941			2,461,028
Total		2,649,789			2,591,953
Less: Accumulated depreciation and amortization		(874,194	)		(595,475	)
Net book value	$	1,775,595		$	1,996,478

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 periods ended September 30, 2013 and 2012, depreciation and amortization expense totaled $88,194 and $85,877, respectively, which was recorded as cost of net revenue. During the nine-month periods ended September 30, 2013 and 2012, depreciation and amortization expense totaled $262,500 and $258,366, respectively, which was recorded as cost of net revenue.

NOTE 7 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	September 30, 2013		December 31, 2012
Accounts payable	$	4,826,936	$	3,797,552
Salary payable		206,983		190,926
Social security insurance contribution payable		57,099		52,399
Amount due to a contractor		214,838		-
Price adjustment funds		639,094		1,758,828
Other payables		401,259		733,531
Total	$	6,346,209	$	6,533,236

10

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 8 – RELATED PARTY TRANSACTIONS

During the three-month and nine-month periods ended September 30, 2013, the Company borrowed $245,000 and $665,449, respectively, and fully repaid later during the same period, from Jiaxing Lighting Appliance Company Limited (Jiaxing Lighting”), in which Mr. Ming Yang, a shareholder and the Chairman of the Company, had a 100% equity interest in Jiaxing Lighting. The amounts due to Jiaxing Lighting were unsecured, interest free and repayable on demand.

NOTE 9 – TAXES PAYABLE

Taxes payable consists of the following:

	September 30, 2013		December 31, 2012
Income tax payable	$	2,899,678	$	606,190
Mineral resource compensation fee payable		358,646		239,776
Value added tax payable		1,047,238		771,673
Land use right tax payable		945,012		888,349
Other tax payables		205,429		350,670
Total	$	5,456,003	$	2,856,658

NOTE 10 – CAPITAL LEASE OBLIGATIONS

The components of capital lease obligations are as follows:

	Imputed	September 30,			December 31,
	Interest rate	2013			2012
Total capital lease obligations	6.7%	$	3,069,390		$	3,146,066
Less: Current portion			(150,101	)		(193,164	)
Capital lease obligations, net of current portion		$	2,919,289		$	2,952,902

Interest expenses from capital lease obligations amounted to $50,438 and $50,629 for the three-month periods ended September 30, 2013 and 2012, respectively, which were charged to the income statements. Interest expenses from capital lease obligations amounted to $156,644 and $158,673 for the nine-month periods ended September 30, 2013 and 2012, respectively, which were charged to the income statements.

NOTE 11 –EQUITY

(a)   Authorized shares

During the annual general meeting held on June 18, 2013, the shareholders of the Company approved the amendment to the Certificate of Incorporation to decrease the number of the authorized shares of the Company’s comment stocks to 80,000,000. The Company has completed the filing of the amendment and restatement of the Certificate of Incorporation with the Secretary of the State of Delaware to decrease the number of authorized shares of the Company’s common stock and accordingly 80,000,000 is disclosed as the authorized shares of the Company’s common stock in the consolidated balance sheet as of September 30, 2013.

(b)   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 Common Reserve Funds

SCHC and SYCI are required each year to transfer at least 10% of the profit after tax as reported under the PRC statutory financial statements to the Statutory Common Reserve Funds until the balance reaches 50% of the registered share capital.  This reserve can be used to make up any loss incurred or to increase share capital.  Except for the reduction of losses incurred, any other application should not result in this reserve balance falling below 25% of the registered capital. The Statutory Common Reserve Fund as of September 30, 2013 for SCHC and SYCI is 35% and 50% of its registered capital respectively.

11

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 12 – STOCK-BASED COMPENSATION

Pursuant to the Company’s Amended and Restated 2007 Equity Incentive Plan, the aggregate number shares of the Company’s common stock available for grant of stock options and issuance is 4,341,989 shares.

The fair value of each option award below 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 estimated average of the life of options using the “simplified” method, as prescribed in FASB ASC 718, due to insufficient historical exercise activity during recent years as a basis from which to estimate future exercise patterns.

In early March 2013, the Company granted to an independent director an option to purchase 12,500 shares of the Company’s common stock at an exercise price of $1.12 per share and the options vested immediately. The options were valued at $4,900 fair value, with assumed 74.73% volatility, a three-year expiration term with expected tenor of 1.49 years, a risk free rate of 0.19% and no dividend yield. For the three-month period ended March 31, 2013, $4,900 was recognized as general and administrative expenses.

On May 30, 2013, the Company granted to 3 executive officers and 17 management staff options to purchase 600,000 shares and 203,000 shares of the Company’s common stock, respectively, at an exercise price of $0.952 per share and the options vested immediately. The options to executive officers and management staff were valued at $394,100 and $133,300 fair value, respectively, both with assumed 80.76% volatility, a four-year expiration term with expected tenor of 2 years, a risk free rate of 0.29% and no dividend yield.

On July 2, 2013, the Company granted to an independent director an option to purchase 12,500 shares of the Company’s common stock at an exercise price of $1.17 per share and the options vested immediately. The options were valued at $4,100 fair value, with assumed 61.56% volatility, a three-year expiration term with expected tenor of 1.49 years, a risk free rate of 0.24% and no dividend yield.

The following table summarizes all Company stock option transactions between January 1, 2013 and September 30, 2013.

	Number of Option and Warrants Outstanding			Number of Option and Warrants Vested			Range of Exercise Price per Common Share
Balance, January 1, 2013		1,974,471			1,974,471		$	0.95 - $12.60
Granted and vested during the nine-month period ended September 30, 2013		828,000			828,000		$	0.95 - $1.17
Exercised during the nine-month period ended September 30, 2012		(10,000	)		(10,000	)	$	0.95
Balance, September 30, 2013		2,792,471			2,792,471		$	0.95 - $12.60

12

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 12 – STOCK-BASED COMPENSATION – Continued

	Stock and Warrants Options Exercisable and Outstanding
	Outstanding at September 30, 2013		Range of Exercise Prices		Weighted Average Remaining Contractual Life  (Years)		Weighted Average Exercise Price of Options Currently  Outstanding
Exercisable and outstanding		2,792,471	$	0.95 - $12.60		2.50	$	3.11

The weighted average grant-date fair values as at September 30, 2013 and December 31, 2012 were $3.64 and $4.62, respectively.

NOTE 13 – INCOME TAXES

The Company utilizes the asset and liability method of accounting for income taxes in accordance with FASB ASC 740-10.

(a)           United States

Gulf Resources, Inc. is subject to the United States of America Tax law at a tax rate of 35%. No provision for the US federal income taxes has been made as the Company had no US taxable income for the three-month and nine-month periods ended September 30, 2013 and 2012, and management believes that its earnings are permanently invested in the PRC.

(b)           BVI

Upper Class Group Limited, a subsidiary of Gulf Resources, Inc., was incorporated in the BVI and, under the current laws of the BVI, it is not subject to tax on income or capital gain in the BVI. Upper Class Group Limited did not generate assessable profit for the three-month and nine-month periods ended September 30, 2013 and 2012.

(c)           Hong Kong

Hong Kong Jiaxing Industrial Limited, a subsidiary of Upper Class Group Limited, was incorporated in Hong Kong and is subject to Hong Kong profits tax. The Company 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 profits tax has been made as the Company has no assessable income for the three-month and nine-month periods ended September 30, 2013 and 2012.  The applicable statutory tax rates for the three-month and nine-month periods ended September 30, 2013 and 2012 are 16.5%.

(d)           PRC

Enterprise income tax (“EIT”) for SCHC and SYCI in the PRC is charged at 25% of the assessable profits.

The operating subsidiaries SCHC and SYCI are wholly foreign-owned enterprises (“FIE”) incorporated in the PRC and are subject to PRC Foreign Enterprise Income Tax Law.

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 September 30, 2013 and December 31, 2012, the accumulated distributable earnings under the Generally Accepted Accounting Principles (GAAP”) of PRC are $215,872,042 and $197,042,047, respectively. Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future. Accordingly, as of September 30, 2013 and December 31, 2012, the Company has not recorded any WHT on the cumulative amount of distributable retained earnings of its foreign invested enterprises in China. As of September 30, 2013 and December 31, 2012, the unrecognized WHT are $9,685,807 and $8,768,486, respectively.

13

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 13 – INCOME TAXES – Continued

The Company’s 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 tax returns filed in the United States for three years from the date of filing. The Company’s US tax returns since 2010 are currently subject to examination. Inland Revenue Department of Hong Kong may examine the Company’s tax returns filed in Hong Kong for seven years from date of filing. The Company’s Hong Kong tax returns since incorporation are currently subject to examination. The tax authorities of the PRC may examine the Company’s PRC tax returns for three years from the date of filing. The Company’s PRC tax returns since 2010 are currently subject to examination.

The components of the provision for income taxes from continuing operations are:

	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
	2013			2012			2013			2012
Current taxes – PRC		$	2,818,444		$	1,418,892		$	5,609,486		$	4,567,725
Deferred taxes – PRC			-			110,434			-			271,260
		$	2,818,444		$	1,529,326		$	5,609,486		$	4,838,985

The effective income tax expenses differ from the PRC statutory income tax rate of 25% from continuing operations in the PRC as follows:

	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
Reconciliations	2013			2012			2013			2012
Statutory income tax rate		25	%		25	%		25	%		25	%
Non-deductible expenses		0	%		0	%		1	%		0	%
Change in valuation allowance - US federal net operating loss		1	%		2	%		1	%		2	%
Effective tax rate		26	%		27	%		27	%		27	%

Significant components of the Company’s deferred tax assets and liabilities at September 30, 2013 and December 30, 2012 are as follows:

	September 30, 2013			December 31, 2012
Deferred tax liabilities	$	-		$	-
Deferred tax assets:
Allowance for obsolete and slow-moving inventories	$	7,129		$	6,973
Impairment on property, plant and equipment		475,149			464,778
Exploration costs		1,821,681			1,781,921
Compensation costs of unexercised stock options		1,991,754			1,809,378
US federal net operating loss		8,953,846			8,809,935
Total deferred tax assets		13,249,559			12,872,985
Valuation allowance		(10,945,600	)		(10,619,313
Net deferred tax asset	$	2,303,959		$	2,253,672
Current deferred tax asset	$	7,129		$	6,973
Long-term deferred tax asset	$	2,296,830		$	2,246,699

14

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 13 – INCOME TAXES – Continued

The increase in valuation allowance for each of the three-month periods ended September 30, 2013 and 2012 is $78,594 and $127,541, respectively, and nine-month periods ended September 30, 2013 and 2012 is $326,287 and $457,854, respectively.

There were no unrecognized tax benefits and accrual for uncertain tax positions as of September 30, 2013 and December 31, 2012.

NOTE 14 – BUSINESS SEGMENTS

The Company has three reportable segments:  bromine, crude salt and chemical products. The reportable segments are consistent with how management views the markets served by the Company and the financial information that is reviewed by its chief operating decision maker.

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.

Three-Month Period Ended September 30, 2013	Bromine*		Crude  Salt*		Chemical  Products		Segment  Total		Corporate			Total
Net revenue (external customers)	$	17,093,087	$	3,902,979	$	11,939,211	$	32,935,277	$	-		$	32,935,277
Net revenue (intersegment)		781,866		-		-		781,866		-			781,866
Income (loss) from operations before taxes		5,876,150		1,635,755		3,740,278		11,252,183		(359,663	)		10,892,520
Income taxes		1,452,755		425,640		940,049		2,818,444		-			2,818,444
Income (loss) from operations after taxes		4,423,395		1,210,115		2,800,229		8,433,739		(359,663	)		8,074,076
Total assets		180,313,532		58,306,651		63,073,106		301,693,289		32,604			301,725,893
Depreciation and amortization		4,123,370		1,873,318		885,945		6,882,633		-			6,882,633
Capital expenditures		238,689		69,933		6,091		314,713		-			314,713
Write-off / Impairment		-		-		214		214		-			214

Three-Month Period Ended September 30, 2012	Bromine*		Crude  Salt*		Chemical  Products		Segment  Total		Corporate			Total
Net revenue (external customers)	$	13,960,118	$	2,360,905	$	8,209,309	$	24,530,332	$	-		$	24,530,332
Net revenue (intersegment)		593,035		-		-		593,035		-			593,035
Income (loss) from operations before taxes		3,134,709		549,446		2,258,624		5,942,779		(313,898	)		5,628,881
Income taxes		720,469		239,204		569,653		1,529,326		-			1,529,326
Income (loss) from operations after taxes		2,414,240		310,242		1,688,971		4,413,453		(313,898	)		4,099,555
Total assets		147,781,415		69,333,330		51,659,755		268,774,500		344,202			269,118,702
Depreciation and amortization		3,309,109		1,743,342		652,645		5,705,096		-			5,705,096
Capital expenditures		10,947,478		3,372,192		7,233,871		21,553,541		-			21,553,541
Write-off / Impairment		128,562		1,581		-		130,143		-			130,143

15

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 14 – BUSINESS SEGMENTS – Continued

Nine-Month Period Ended September 30, 2013	Bromine*		Crude  Salt*		Chemical  Products		Segment  Total		Corporate			Total
Net revenue (external customers)	$	46,300,730	$	9,983,741	$	32,007,282	$	88,291,753	$	-		$	88,291,753
Net revenue (intersegment)		2,174,342		-		-		2,174,342		-			2,174,342
Income (loss) from operations before taxes		10,086,575		2,902,613		9,408,993		22,398,181		(1,521,438	)		20,876,743
Income taxes		2,574,710		668,660		2,366,116		5,609,486		-			5,609,486
Income (loss) from operations after taxes		7,511,866		2,233,952		7,042,877		16,788,695		(1,521,438	)		15,267,257
Total assets		180,313,532		58,306,651		63,073,106		301,693,289		32,604			301,725,893
Depreciation and amortization		12,811,261		5,120,004		2,636,907		20,568,172		-			20,568,172
Capital expenditures		238,689		69,933		6,091		314,713		-			314,713
Write-off / Impairment		-		-		214		214		-			214

Nine-Month Period Ended September 30, 2012	Bromine*		Crude  Salt*		Chemical  Products		Segment  Total		Corporate			Total
Net revenue (external customers)	$	44,953,429	$	8,415,487	$	26,284,936	$	79,653,852	$	-		$	79,653,852
Net revenue (intersegment)		2,156,188		-		-		2,156,188		-			2,156,188
Income (loss) from operations before taxes		9,536,574		1,986,451		7,508,900		19,031,925		(1,192,742	)		17,839,183
Income taxes		2,401,678		541,853		1,895,454		4,838,985		-			4,838,985
Income (loss) from operations after taxes		7,134,896		1,444,598		5,613,446		14,192,940		(1,192,742	)		13,000,198
Total assets		147,781,415		69,333,330		51,659,755		268,774,500		344,202			269,118,702
Depreciation and amortization		10,483,142		4,549,027		1,963,515		16,995,684		-			16,995,684
Capital expenditures		17,514,773		4,654,183		7,233,871		29,402,827		-			29,402,827
Write-off / Impairment		891,605		150,533		-		1,042,138		-			1,042,138

* Certain common production overheads, operating and administrative expenses and asset items (mainly cash and certain office equipment) of bromine and crude salt segments in SCHC were split by reference to the average selling price and production volume of respective segment.

	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
Reconciliations	2013			2012			2013			2012
Total segment operating income	$	11,252,183		$	5,942,779		$	22,398,181		$	19,031,925
Corporate costs		(359,663	)		(313,898	)		(1,521,438	)		(1,192,742	)
Income from operations		10,892,520			5,628,881			20,876,743			17,839,183
Other income, net		35,653			13,661			81,336			88,799
Income before taxes	$	10,928,173		$	5,642,542		$	20,958,079		$	17,927,982

16

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 14 – BUSINESS SEGMENTS – Continued

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2013.

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	$	2,078	$	934	$	1,223	$	4,235		12.9%
TOTAL		$	2,078	$	934	$	1,223	$	4,235		12.9%

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2013.

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	$	5,425	$	2,428	$	3,278	$	11,131		12.6%
TOTAL		$	5,425	$	2,428	$	3,278	$	11,131		12.6%

The following table shows the major customer(s) (10% or more) for the three-month period ended September 30, 2012.

Number	Customer	Bromine (000’s)		Crude Salt (000’s)		Chemical Products (000’s)		Total Revenue (000’s)		Percentage of Total Revenue (%)
1	Shandong Morui Chemical Company Limited	$	1,383	$	511	$	947	$	2,841		11.6%
TOTAL		$	1,383	$	511	$	947	$	2,841		11.6%

The following table shows the major customer(s) (10% or more) for the nine-month period ended September 30, 2012.

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	$	5,017	$	1,623	$	3,055	$	9,695		12.2%
TOTAL		$	5,017	$	1,623	$	3,055	$	9,695		12.2%

NOTE 15 – MAJOR SUPPLIERS

During the three-month and nine-month periods ended September 30, 2013, the Company purchased 89.9% and 85.5% of its raw materials from its top five suppliers, respectively.  As of September 30, 2013, amounts due to those suppliers included in accounts payable were $4,381,537. During the three-month and nine-month periods ended September 30, 2012, the Company purchased 83.6% and 83.5% of its raw materials from its top five suppliers, respectively.  As of September 30, 2012, amounts due to those suppliers included in accounts payable were $2,979,273. This concentration makes the Company vulnerable to a near-term severe impact, should the relationships be terminated.

17

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 16 – CUSTOMER CONCENTRATION

The Company sells a substantial portion of its products to a limited number of customers. During the three-month and nine-month periods ended September 30, 2013, the Company sold 40.2% and 40.2% of its products to its top five customers, respectively. As of September 30, 2013, amounts due from these customers were $19,028,426. During the three-month and nine-month periods ended September 30, 2012, the Company sold 42.5% and 43.1% of its products to its top five customers, respectively. As of September 30, 2012, amounts due from these customers were $21,704,048.This concentration makes the Company vulnerable to a near-term severe impact, should the relationships be terminated.

NOTE 17 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying values of financial instruments, which consist of cash, accounts receivable and accounts payable and other payables, approximate their fair values due to the short-term nature of these instruments.  There were no material unrecognized financial assets and liabilities as of September 30, 2013 and December 31, 2012.

NOTE 18 – RESEARCH AND DEVELOPMENT EXPENSES

The total research and development expenses recognized in the income statements during the three-month and nine-month periods ended September 30, 2013 were $33,198 and $105,380, respectively, of which the consumption of bromine produced by the Company amounted to $8,803 and $27,385, respectively. The total research and development expenses recognized in the income statements during the three-month and nine-month periods ended September 30, 2012 were $28,478 and $133,802, respectively, of which the consumption of bromine produced by the Company amounted to $8,701 and $32,709, respectively.

NOTE 19 – CAPITAL COMMITMENT AND OPERATING LEASE COMMITMENTS

As of September 30, 2013, the Company has leased a real property adjacent to Factory No. 1, with the related production facility, channels and ducts, other production equipment and the buildings located on the property, under capital lease. The future minimum lease payments required under capital lease, together with the present value of such payments, are included in the table show below.

The Company has leased nine pieces of land under non-cancelable operating leases, which are fixed in rentals and expired through December 2021, December 2030, December 2031, December 2032, December 2040, February 2059, August 2059 and June 2060, respectively. The Company accounts for the leases as operating leases.

The following table sets forth the Company’s contractual obligations as of September 30, 2013:

	Capital Lease Obligations			Operating Lease Obligations		Capital Commitment
Payable within:
the next 12 months	$	305,294		$	960,200	$	3,103,222
the next 13 to 24 months		305,294			981,162		-
the next 25 to 36 months		305,294			1,000,175		-
the next 37 to 48 months		305,294			1,023,051		-
the next 49 to 60 months		305,294			1,043,926		-
thereafter		3,663,529			21,859,733		-
Total	$	5,189,999		$	26,868,247	$	3,103,222
Less: Amount representing interest		(2,120,609	)
Present value of net minimum lease payments	$	3,069,390

18

GULF RESOURCES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013

 (Expressed in U.S. dollars)

(UNAUDITED)

NOTE 19 – CAPITAL COMMITMENT AND OPERATING LEASE COMMITMENTS – Continued

Rental expenses related to operating leases of the Company amounted to $239,111 and $193,859, which were charged to the income statements for the three-month ended September 30, 2013 and 2012, respectively. Rental expenses related to operating leases of the Company amounted to $710,643 and $582,625, which were charged to the income statements for the nine-month ended September 30, 2013 and 2012, respectively.

NOTE 20 – CONTINGENCY

Class Action

The Company and certain of its officers and directors (Ming Yang, Xiaobin Liu, and Min Li, collectively, the “Individual Defendants”) have been named as defendants in a putative securities class action lawsuit alleging violations of the federal securities laws. That action, which is now captioned Lewy, et al. v. Gulf Resources, Inc., et al., No. 11-cv-3722 ODW (MRWx), was filed on April 29, 2011 in the United States District Court for the Central District of California. The lead plaintiffs, who seek to represent a class of all purchasers and acquirers of the Company’s common stock between March 16, 2009 and April 26, 2011 inclusive, filed an amended complaint on September 12, 2011. Lead plaintiffs assert claims for violations of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. The amended complaint alleges the defendants made false or misleading statements in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2008, 2009, and 2010, and in interim quarterly reports by, among other things, overstating revenue and net income and failing to disclose material related party transactions and certain facts about the CEO’s prior employment at another company. The amended complaint also asserts claims against the Individual Defendants for violations of Section 20(a) of the Securities Exchange Act of 1934. The amended complaint seeks damages in an unspecified amount. The Company filed a motion to dismiss the amended complaint. On May 15, 2012, the Court denied the Company’s motion to dismiss the amended complaint. On April 30, 2013, the parties executed a stipulation and agreement of settlement (“Proposed Settlement”). The Proposed Settlement is subject to review and approval of the Court. In the event that the Proposed Settlement is approved and accepted, the Company does not expect it to have any impact on the financial statements as such cost as stated in the Proposed Settlement will be reimbursed by the insurance company.

19

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. These risks, uncertainties and other factors include, without limitation, those matters discussed in Item 1A of Part I of our 2012 Form 10-K.  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.  The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing in our 2012 Form 10-K and Item 1A, “Risk Factors” for the year ended December 31, 2012.

Overview

Gulf Resources conducts operations through its two wholly-owned China subsidiaries, SCHC and SYCI. Our business is also reported in these three segments, Bromine, Crude Salt, and Chemical Products.

Through SCHC, we produce and sell bromine and crude salt. 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 brominated compounds used in industry and agriculture. Bromine is commonly used in brominated flame retardants, fumigants, water purification compounds, dyes, medicines, and disinfectants.

Through SYCI, we manufacture and sell chemical products that are used in oil and gas field exploration, oil and gas distribution, oil field drilling, wastewater processing, papermaking chemical agents and inorganic chemicals.

Our Corporate History

We were incorporated in Delaware on February 28, 1989. From November 1993 through August 2006, we were engaged in the business of owning, leasing and operating coin and debit card pay-per copy photocopy machines, fax machines, microfilm reader-printers and accessory equipment under the name “Diversifax, Inc.”. Due to the increased use of internet services, demand for our services declined sharply, and in August 2006, our Board of Directors decided to discontinue our operations.

Upper Class Group Limited, incorporated in the British Virgin Islands in July 2006, acquired all the outstanding stock of SCHC, a company incorporated in Shouguang City, Shandong Province, PRC, in May 2005. At the time of the acquisition, members of the family of Mr. Ming Yang, our president and former chief executive officer, owned approximately 63.20% of the outstanding shares of Upper Class Group Limited. Since the ownership of Upper Class Group Limited and SCHC was then substantially the same, the acquisition was accounted for as a transaction between entities under common control, whereby Upper Class Group Limited recognized the assets and liabilities transferred at their carrying amounts.

On December 12, 2006, we, then known as Diversifax, Inc., a public “shell” company, acquired Upper Class Group Limited and SCHC. Under the terms of the agreement, the stockholders of Upper Class Group Limited received 13,250,000 (restated for the 2-for-1 stock split in 2007 and the 1-for-4 stock split in 2009) shares of voting common stock of Gulf Resources, Inc. in exchange for all outstanding shares of Upper Class Group Limited. Members of the Yang family received approximately 62% of our common stock as a result of the acquisition.  Under accounting principles generally accepted in the United States, the share exchange is considered to be a capital transaction rather than a business combination. That is, the share exchange is equivalent to the issuance of stock by Upper Class Group Limited for the net assets of Gulf Resources, Inc., accompanied by a recapitalization, and is accounted for as a change in capital structure. Accordingly, the accounting for the share exchange is identical to that resulting from a reverse acquisition, except no goodwill is recorded. Under reverse takeover accounting, the post reverse acquisition comparative historical financial statements of the legal acquirer, Gulf Resources, Inc., are those of the legal acquiree, Upper Class Group Limited. Share and per share amounts stated have been retroactively adjusted to reflect the share exchange. On February 20, 2007, we changed our corporate name to Gulf Resources, Inc.

20

On February 5, 2007, we acquired SYCI, a company incorporated in PRC, in October 2000. Under the terms of the acquisition agreement, the stockholders of SYCI received a total of 8,094,059 (restated for the 2-for-1 stock split in 2007 and the 1-for-4 stock split in 2009) shares of common stock of Gulf Resources, Inc. in exchange for all outstanding shares of SYCI's common stock. Simultaneously with the completion of the acquisition, a dividend of $2,550,000 was paid to the former stockholders of SYCI. At the time of the acquisition, approximately 49.1% of the outstanding shares of SYCI were owned by Ms. Yu, Mr. Yang’s wife, and the remaining 50.9% of the outstanding shares of SYCI were owned by SCHC, all of whose outstanding shares were owned by Mr. Yang and his wife. Since the ownership of Gulf Resources, Inc. and SYCI are substantially the same, the acquisition was accounted for as a transaction between entities under common control, whereby Gulf Resources, Inc. recognized the assets and liabilities of SYCI at their carrying amounts. Share and per share amounts have been retroactively adjusted to reflect the acquisition.

To satisfy certain ministerial requirements necessary to confirm certain government approvals required in connection with the acquisition of SCHC by Upper Class Group Limited, all of the equity interest of SCHC were transferred to a newly formed Hong Kong corporation named Hong Kong Jiaxing Industrial Limited (“Hong Kong Jiaxing”) all of the outstanding shares of which are owned by Upper Class Group Limited. The transfer of all of the equity interest of SCHC to Hong Kong Jiaxing received approval from the local State Administration of Industry and Commerce on December 10, 2007.

As a result of the transactions described above, our corporate structure is linear. That is Gulf Resources owns 100% of the outstanding shares of Upper Class Group Limited, which owns 100% of the outstanding shares of Hong Kong Jiaxing, which owns 100% of the outstanding shares of SCHC, which owns 100% of the outstanding shares of SYCI.

On October 12, 2009 we completed a 1-for-4 reverse stock split of our common stock, such that for each four shares outstanding prior to the stock split there was one share outstanding after the reverse stock split. All shares of common stock referenced in this report have been adjusted to reflect the stock split figures. On October 27, 2009 our shares began trading on the NASDAQ Global Select Market under the ticker symbol “GFRE” and on June 30, 2011 we changed our ticker symbol to “GURE” to better reflection of our corporate name.

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 and SYCI. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

21

RESULTS OF OPERATIONS

The following table presents certain information derived from the consolidated statements of operations, cash flows and stockholders equity for the three-month and nine-month periods ended September 30, 2013 and 2012. 

Comparison of the Three-Month Periods Ended September 30, 2013 and 2012

	Three-Month Period Ended September 30, 2013			Three-Month Period Ended September 30, 2012			% Change
Net revenue	$	32,935,277		$	24,530,332			34%
Cost of net revenue	$	(22,006,256	)	$	(17,099,890	)		29%
Gross profit	$	10,929,021		$	7,430,442			47%
Sales, marketing and other operating expenses	$	(25,378	)	$	(20,327	)		25%
Research and development costs	$	(33,198	)	$	(28,478	)		17%
Write-off/Impairment on property, plant and equipment	$	(214	)	$	(130,143	)		(99.8%)
General and administrative expenses	$	(1,962,496	)	$	(1,707,863	)		15%
Gain on relocation of factory	$	1,877,779		$	-			100%
Other operating income	$	107,006		$	85,250			26%
Income from operations	$	10,892,520		$	5,628,881			94%
Other income, net	$	35,653		$	13,661			161%
Income before taxes	$	10,928,173		$	5,642,542			94%
Income taxes	$	(2,818,444	)	$	(1,529,326	)		84%
Net income	$	8,109,729		$	4,113,216			97%

Net revenue.  Net revenue was $32,935,277 for three-month period ended September 30, 2013, an increase of approximately 8.4 million (or 34%) as compared to the same period in 2012. This increase was primarily attributable to the increase of revenues from all of our segments, specifically, including (i) the increase of revenue from the bromine segment from $13,960,118 for the three-month period ended September 30, 2012 to $17,093,087 for the same period in 2013, an increase of approximately 22%; (ii) the increase of revenue from the crude salt segment from $2,360,905 for the three-month period ended September 30, 2012 to $3,902,979 for the same period in 2013, an increase of approximately 65%; and (iii) the increase of revenue from the chemical products segment from $8,209,309 for the three-month period ended September 30, 2012 to 11,939,211 for the same period in 2013, an increase of approximately 45%.

	Net Revenue by Segment
	Three-Month Period Ended					Three-Month Period Ended					Percent Increase
	September 30, 2013					September 30, 2012					of Net Revenue
Segment			% of total					% of total
Bromine	$	17,093,087		52	%	$	13,960,118		57	%		22	%
Crude Salt	$	3,902,979		12	%	$	2,360,905		10	%		65	%
Chemical Products	$	11,939,211		36	%	$	8,209,309		33	%		45	%
Total sales	$	32,935,277		100	%	$	24,530,332		100	%		34	%

Bromine and crude salt segments	Three-Month Period Ended				Percentage Change
product sold in tonnes	September 30, 2013		September 30, 2012		Increase
Bromine (excluded volume sold to SYCI)		5,797		4,815		20	%
Crude Salt		90,092		62,568		44	%

	Three-Month Period Ended				Percentage Change
Chemical products segment sold in tonnes	September 30, 2013		September 30, 2012		Increase
Oil and gas exploration additives		3,529		2,502		41	%
Paper manufacturing additives		1,079		772		40	%
Pesticides manufacturing additives		813		724		12	%
Overall		5,421		3,998		36	%

22

Bromine segment

The table below shows the changes in the average selling price and changes in the sales volume of bromine for three-month period ended September 30, 2013 from the same period in 2012.

	Three-Month Period Ended September 30,
Increase in net revenue of bromine as a result of:	2013 vs. 2012
Increase in average selling price	$	260,368
Increase in sales volume	$	2,872,600
Total effect on net revenue of bromine	$	3,132,969

The increase in net revenue from our bromine segment was mainly due to the increase in both the sales volume and selling price. The sales volume of bromine increased from 4,815 tonnes for the three-month period ended September 30, 2012 to 5,797 tonnes for the same period in 2013, an increase of 20%. The major reason for the increase in the sales volume of bromine was mainly attributable to the bromine price being currently at a lower level, and our customers increased their bromine inventories.

The average selling price of bromine increased from $2,900 per tonne for the three-month period ended September 30, 2012 to $2,949 per tonne for the same period in 2013, an increase of 2%. We expect the average selling price of brmoine to remain at current levels through the end of 2013.

Crude salt segment

The table below shows the changes in the average selling price and changes in the sales volume of crude salt for three-month period ended September 30, 2013 from the same period in 2012.

	Three-Month Period Ended September 30,
Increase in net revenue of crude salt as a result of:	2013 vs. 2012
Increase in average selling price	$	426,599
Increase in sales volume	$	1,115,475
Total effect on net revenue of crude salt	$	1,542,074

The increase in net revenue from our crude salt segment was mainly due to the increase in both the average selling price and sales volume. The average selling price of crude salt increased from $37.73 per tonne for the three-month period ended September 30, 2012 to $43.32 per tonne for the same period in 2013, an increase of 15%, and the sales volume also increased by 44% from 62,568 tonnes for the three-month period ended September 30, 2012 to 90,092 tonnes for the same period in 2013. The increase in both the average selling price and sales volume was mainly due to the stable demand as crude salt is a basic and elementary material for chemical industry.

We noted an upward trend in the average selling price of crude salt since the third quarter of 2011 as due to the stable demand of the crude salt. The average selling price increased from $37.19 per tonne in the third quarter of 2011 to $43.32 per tonne in the third quarter of 2013. We expect the average selling price of crude salt to remain at current levels through the end of 2013.

23

Chemical products segment

	Product Mix of Chemical Products Segment										Percent
	Three-Month Period Ended					Three-Month Period Ended					Change of
	September 30, 2013					September 30, 2012					Net Revenue
Chemical Products			% of total					% of total
Oil and gas exploration additives	$	6,828,309		57	%	$	4,531,296		55	%		51	%
Paper manufacturing additives	$	1,263,919		11	%	$	843,854		10	%		50	%
Pesticides manufacturing additives	$	3,846,983		32	%	$	2,834,159		35	%		36	%
Total sales	$	11,939,211		100	%	$	8,209,309		100	%		45	%

Net revenue from our chemical products segment increased from $8,209,309 for the three-month period ended September 30, 2012 to $11,939,211 for the same period in 2013, an increase of approximately 45%. The increase was mainly attributable to the strong demand for all of our chemical products. Our oil and gas exploration chemicals are the most popular products within the chemical products segment, which contributed $6,828,309 (or 57%) and $4,531,296 (or 55%) of our chemical segment revenue for the three-month periods ended September 30, 2013 and 2012, respectively, with an increase of $2,297,013, or 51%. Net revenue from our paper manufacturing additives increased from $843,854 for the three-month period ended September 30, 2012 to $1,263,919 for the same period in 2013, an increase of approximately 50%. Net revenue from our pesticides manufacturing additives increased from $2,834,159 for the three-month period ended September 30, 2012 to $3,846,983 for the same period in 2013, an increase of approximately 36%.

The table below shows the changes in the average selling price and changes in the sales volume of major chemical products for three-month period ended September 30, 2013 from the same period in 2012.

Increase in net revenue, for the three-month period ended September 30, 2013 vs. 2012, as a result of:	Oil and gas exploration additives		Paper manufacturing additives		Pesticides manufacturing additives		Total
Increase in average selling price	$	373,451	$	72,471	$	628,058	$	1,073,980
Increase in sales volume	$	1,923,562	$	347,594	$	384,766	$	2,655,922
Total effect on net revenue of chemical products	$	2,297,013	$	420,065	$	1,012,824	$	3,729,902

24

Cost of Net Revenue.

	Cost of Net Revenue by Segment										% Change
	Three-Month Period Ended					Three-Month Period Ended					of Cost of
	September 30, 2013					September 30, 2012					Net Revenue
Segment			% of total					% of total
Bromine	$	11,710,778		53	%	$	9,770,880		57	%		20	%
Crude Salt	$	2,380,562		11	%	$	1,474,142		9	%		61	%
Chemical Products	$	7,914,916		36	%	$	5,854,868		34	%		35	%
Total	$	22,006,256		100	%	$	17,099,890		100	%		29	%

Costof net 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 net revenue was $22,006,256 for three-month period ended September 30, 2013, an increase of $4,906,366 (or 29%) as compared to the same period in 2012. The increase in overall cost of net revenue was mainly attributable to the increase in volume of products sold and the increase in depreciation and amortization of manufacturing plant and machinery.

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 September 30, 2012		44,547			48%
Three-month period ended September 30, 2013		47,347			55%
Variance of the three-month periods ended September 30, 2013 and 2012		2,800	(ii)		7%

(i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the period divided by the annual production capacity in tonnes.

(ii) The increase in 2,800 tonnes production capacity represents the management’s estimate of the capacity of Factory No. 11 acquired in late November 2012.

Our utilization ratio increased by 7% for the three-month period ended September 30, 2013 as compared with the same period in 2012. The increase in utilization was mainly attributable to the increase in overall demand for bromine due to the lower level of bromine prices, our customers increased their bromine inventories.

25

Bromine segment

For the three-month period ended September 30, 2013, the cost of net revenue for the bromine segment was $11,710,778, an increase of $1,939,898 or 20% over the same period in 2012. The most significant components of the costs of net revenue for the bromine segment were cost of raw materials and finished goods consumed of $5,696,274 (or 49%), depreciation and amortization of manufacturing plant and machinery of $3,920,453 (or 33%) and electricity of $871,597 (or 7%) for the three-month period ended September 30, 2013. For the three-month period ended September 30, 2012, the major components of the cost of net revenue were the cost of raw materials and finished goods consumed of $5,040,884 (or 52%), depreciation and amortization of manufacturing plant and machinery of $3,061,931 (or 31%) and electricity of $695,121 (or 7%). The cost structure changed as compared with the same period in 2012 where the contribution from cost of raw materials and finished goods consumed decreased by 3% and depreciation and amortization of manufacturing plant and machinery increased by 2%. The increase in net cost of net revenue was attributable mainly to the increase in volume of products sold and the increase in depreciation and amortization of manufacturing plant and machinery.

The table below represents the major production cost component of bromine per tonne for respective periods:

Per tonne production cost	Three-Month Period Ended					Three-Month Period Ended
component of bromine segment	September 30, 2013					September 30, 2012					% Change
			% of total					% of total
Raw materials	$	983		49	%	$	1,047		52	%		(6	%)
Depreciation and amortization	$	676		34	%	$	636		31	%		6	%
Electricity	$	150		7	%	$	144		7	%		4	%
Others	$	211		10	%	$	202		10	%		4	%
Production cost of bromine per tonne	$	2,020		100	%	$	2,029		100	%		(0.5	%)

Our production cost of bromine per tonne was $2,020 for the three-month period ended September 30, 2013, a decrease of 0.5% (or $9) as compared to the same period in 2012, which was attributable mainly to the component of cost of raw materials consumed. The cost of raw materials consumed per tonne decreased by 6% as compared to the last comparison period, which was mainly attributable to the decrease in the purchase price of raw materials due to the macro-economic tightening policy imposed by the PRC government since January 2011. The significant percentage increase in depreciation and amortization per tonne by 6% was due to the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012, which accelerated the depreciation and amortization of the plant and machinery.

Crude salt segment

The cost of net revenue for our crude salt segment for the three-month period ended September 30, 2013 was $2,380,562, representing an increase of $906,420, or 61%, compared to $1,474,142 for the same period in 2012. The increase in cost was mainly due to the enhancement projects in second quarter of 2012 to our extraction wells and transmission channels and ducts, which accelerated the depreciation and amortization of the plant and machinery. The significant cost components for the three-month period ended September 30, 2013 were depreciation and amortization of $1,580,599 (or 67%), resource taxes calculated based on crude salt sold of $292,131 (or 12%) and electricity of $222,527 (or 9%). The significant cost components for the three-month period ended September 30, 2012 were depreciation and amortization of $968,088 (or 66%), resource taxes calculated based on crude salt sold of $197,552 (or 13%) and electricity of $134,489 (or 9%). The table below represents the major production cost component of crude salt per ton for respective periods:

Per tonne production cost	Three-Month Period Ended					Three-Month Period Ended
component of crude salt segment	September 30, 2013					September 30, 2012					% Change
			% of total					% of total
Depreciation and amortization	$	17.5		67	%	$	15.5		66	%		13	%
Resource tax	$	3.2		12	%	$	3.2		13	%		-
Electricity	$	2.5		9	%	$	2.1		9	%		2	%
Others	$	3.2		12	%	$	2.8		12	%		14	%
Production cost of crude salt per tonne	$	26.4		100	%	$	23.6		100	%		12	%

26

Our production cost of crude salt per tonne was $26.4 for the three-month period ended September 30, 2013, an increase of 12% (or $2.8) as compared to the same period in 2012, which was attributable mainly to the components of depreciation and amortization of manufacturing plant and machinery. The significant percentage increase in depreciation and amortization per tonne by 13% was due to the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012, which accelerated the depreciation and amortization of the plant and machinery. Other production costs represented mainly salaries and welfare of labor for the crude salt fields.

Chemical products segment

Cost of net revenue for our chemical products segment for the three-month period ended September 30, 2013, was $7,914,916, representing an increase of $2,060,048 or 35% over the same period in 2012. The significant costs were cost of raw material and finished goods consumed of $6,870,302 (or 87%) and $5,004,590 (or 85%) and depreciation and amortization of manufacturing plant and machinery of $708,022 (or 9%) and $637,870 (or 11%) for each of the three-month periods ended September 30, 2013 and 2012, respectively.

Gross Profit. Gross profit was $10,929,021, or 33%, of net revenue for three-month period ended September 30, 2013 compared to $7,430,442, or 30%, of net revenue for the same period in 2012. The increase in gross profit percentage was primarily attributable to an increase in the margin percentage in all of our three segments.

	Gross Profit by Segment										% Point Change
	Three-Month Period Ended					Three-Month Period Ended					of Gross
	September 30, 2013					September 30, 2012					Profit Margin
Segment			Gross Profit Margin					Gross Profit Margin
Bromine	$	5,382,309		32	%	$	4,189,238		30	%		2	%
Crude Salt	$	1,522,417		39	%	$	886,763		38	%		1	%
Chemical Products	$	4,024,295		34	%	$	2,354,441		29	%		5	%
Total Gross Profit	$	10,929,021		33	%	$	7,430,442		30	%		3	%

Bromine segment

For the three-month period ended September 30, 2013, the gross profit margin for our bromine segment was 32% compared to 30% for the same period in 2012. This 2% increase is mainly due to the increase in both the sales volume and selling price, which was partially offset by the increase in depreciation and amortization of manufacturing facilities as a result of the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012.

Crude salt segment

For the three-month period ended September 30, 2013 the gross profit margin for our crude salt segment was 39% compared to 38% for the same period in 2012. This 1% increase is attributable to the increase in both the sales volume and selling price, which was partially offset by the increase in depreciation and amortization of manufacturing facilities as a result of the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012.

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Chemical products segment

The gross profit margin for our chemical products segment for the three-month period ended September 30, 2013 was 34% compared to 29% for the same period in 2012, an increase of 5%. As previously mentioned, this increase in gross profit margin was a result of the increase in both the sales volume and selling price for all of our chemical products. As sales of oil and gas exploration additives contributed more than 57% of our total chemical products segment’s net revenue, the increase in demand largely increased the gross profit margin of our chemical products segment.

Research and Development Costs. The total research and development costs incurred for the three-month periods ended September 30, 2013 and 2012 were $33,198 and $28,478, respectively, an increase of 17%. Research and development costs for the three-month periods ended September 30, 2013 and 2012 represented raw materials used by SYCI for testing the manufacturing routine.

Write-off/Impairment on property, plant and equipment. Write-off on property, plant and equipment for the three-month period ended September 30, 2013 and 2012 were $214 and $130,143, respectively, a decrease of 99.8%. Write-off on property, plant and equipment of $130,143 for the three-month period ended September 30, 2012 represented the write-off of certain machinery and equipment replaced during the enhancement work to our bromine production facilities in Factory No. 2 completed in September 2012.

General and Administrative Expenses. General and administrative expenses were $1,962,496 for the three-month period ended September 30, 2013, an increase of $254,633 (or 15%) as compared to $1,707,863 for the same period in 2012. This increase in general and administrative expenses was primarily due to a sum of $628,718 for insurance compensation received for a legal case in 2012, which offset legal fee included in general and administrative expense, partially offset by a non-cash expense related to stock options granted to employees which decreased to $4,100 for the three-month period ended September 30, 2013 from $477,000 in the same period of 2012.

Gain on relocation of factory. Gain on relocation of factory was $1,877,779 for the three-month period ended September 30, 2013. In late September 2013, the Transportation Bureau of Dongying City and other local government agencies requested to requisition the land where the original Factory No. 3 was located for railway construction. We recognized such amount in this quarter in 2013.

Other Operating Income. Other operating income was $107,006 for the three-month period ended September 30, 2013 an increase of $21,756(or 26%) as compared to $85,250 for the same period in 2012 for sales of wastewater. Wastewater is generated from the production of bromine and eventually becomes crude salt when it evaporates. Not all of our bromine production plants have sufficient area on the property to allow for evaporation of wastewater to produce crude salt. Certain of our customers who have facilities located adjacent to our bromine production plants have agreed to channel our wastewater into brine pans on their properties for evaporation. These customers then are able to sell the resulting crude salt themselves. We have signed agreements with four of our customers to sell them our wastewater at market prices.

Income from Operations. Income from operations was $10,892,520 for the three-month period ended September 30, 2013 (or 33% of net revenue), an increase of $5,263,639, or approximately 94%, over the income from operations for the same period in 2012. The increase resulted primarily from the increase in the demand for all of our segment products.

	Income from Operations by Segment
	Three-Month Period Ended September 30, 2013				Three-Month Period Ended September 30, 2012
Segment:				% of total				% of total
Bromine	$	5,876,150		52%	$	3,134,709		53%
Crude Salt		1,635,755		15%		549,446		9%
Chemical Products		3,740,278		33%		2,258,624		38%
Income from operations before corporate costs		11,252,183		100%		5,942,779		100%
Corporate costs		(359,663	)			(313,898	)
Income from operations	$	10,892,520			$	5,628,881

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Bromine segment

Income from operations from our bromine segment was $5,876,150 for the three-month period ended September 30, 2013, an increase of $2,741,441 (or approximately 88%) compared to the same period in 2012. This significant increase resulted primarily from the increase in sales volume (contributed an increase of approximately $2.9 million) and gain on relocation of original Factory No.3 of approximately $1.45million, which was partially offset by the increase in depreciation and amortization of manufacturing facilities as a result of the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012.

Crude salt segment

Income from operations from our crude salt segment was $1,635,755 for the three-month period ended September 30, 2013, an increase of $1,086,309 (or approximately 198%) compared to the same period in 2012. This significant increase was mainly due to the increase in sales volume (contributed an aggregate increase of approximately $1.1 million) and in average selling price (contributed an increase of approximately $0.4 million) and gain on relocation of original Factory No.3 of approximately $0.43million , which was partially offset by the increase in depreciation and amortization of manufacturing facilities as a result of the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012.

Chemical products segment

Income from operations from our chemical products segment was $3,740,278 for the three-month period ended September 30, 2013, an increase of $1,481,654 (or approximately 66%) compared to the same period in 2012. This significant increase was primarily due to the increase in the demand for our oil and gas exploration additives and paper manufacturing additives, which was largely offset by the increase in cost of net revenue of approximately $2.1 million due to the increase in the quantity of raw materials purchased as a result of the overall demand in quantity of chemical products sold.

Other Income, Net Other income, net of $35,653 represented bank interest income, net of capital lease interest expense for the three -month period ended September 30, 2013, an increase of $21,992 (or approximately 161%) as compared to the same period in 2012, mainly due to higher average bank balance held during the three months period ended September 30, 2013 compared to the same period ended September 30, 2012.

Net Income. Net income was $8,109,729 for the three-month period ended September 30, 2013, an increase of $3,996,513 (or approximately 97%) compared to the same period in 2012. This significant increase was primarily attributable to the overall increase in demand for our products and gain on relocation of original Factory No.3.

Effective Tax Rate. Our effective tax rate for the three-month periods ended September 30, 2013 and 2012 was 26% and 27%, respectively. The effective tax rate of 26% for the three-month period ended September 30, 2013 differs from the PRC statutory income tax rate of 25% due to the US federal net operating loss incurred by the Company. The effective tax rate of 27% for the same period in 2012 differs from the PRC statutory income tax rate of 25% due to the US federal net operating loss incurred by the Company.

Comparison of the Nine-Month Periods Ended September 30, 2013 and 2012

	Nine-Month Period Ended September 30, 2013			Nine-Month Period Ended September 30, 2012			% Change
Net revenue	$	88,291,753		$	79,653,852			11	%
Cost of net revenue	$	(63,251,929	)	$	(55,605,423	)		14	%
Gross profit	$	25,039,824		$	24,048,429			4	%
Sales, marketing and other operating expenses	$	(70,796	)	$	(60,800	)		16	%
Research and development costs	$	(105,380	)	$	(133,802	)		(21	%)
Write-off/Impairment on property, plant and equipment	$	(214	)	$	(1,042,138	)		(99.98	%)
General and administrative expenses	$	(6,354,165	)	$	(5,190,934	)		22	%
Gain on relocation on factory	$	(1,877,779	)	$	-			100	%
Other operating income	$	489,695		$	218,428			124	%
Income from operations	$	20,876,743		$	17,839,183			17	%
Other income, net	$	81,336		$	88,799			(8	%)
Income before taxes	$	20,958,079		$	17,927,982			17	%
Income taxes	$	(5,609,486	)	$	(4,838,985	)		16	%
Net income	$	15,348,593		$	13,088,997			17	%

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Net revenue.  Net revenue for nine-month period ended September 30, 2013 was $88,291,753, representing an increase of approximately $8.6 million (or 11%) over the same period in 2012. This increase was primarily attributable to the increase of revenues from all of our segments, specifically, including (i) the increase of revenue from the bromine segment from $44,953,429 for the nine-month period ended September 30, 2012 to $46,300,730 for the same period in 2013, an increase of approximately 3%; (ii) the increase of revenue from the crude salt segment from $8,415,487 for the nine-month period ended September 30, 2012 to $9,983,741 for the same period in 2013, an increase of approximately 19%; and (iii) the increase of revenue from the chemical products segment from $26,284,936 for the nine-month period ended September 30, 2012 to $32,007,282 for the same period in 2013, an increase of approximately22%.

	Net Revenue by Segment
	Nine-Month Period Ended					Nine-Month Period Ended					Percent Increase
	September 30, 2013					September 30, 2012					of Net Revenue
Segment			% of total					% of total
Bromine	$	46,300,730		53	%	$	44,953,429		56	%		3	%
Crude Salt	$	9,983,741		11	%	$	8,415,487		11	%		19	%
Chemical Products	$	32,007,282		36	%	$	26,284,936		33	%		22	%
Total sales	$	88,291,753		100	%	$	79,653,852		100	%		11	%

Bromine and crude salt segments	Nine-Month Period Ended				Percentage Change
product sold in tonnes	September 30, 2013		September 30, 2012		Increase
Bromine (excluded volume sold to SYCI)		15,306		13,615		12	%
Crude Salt		241,239		223,149		8	%

	Nine-Month Period Ended				Percentage Change
Chemical products segment sold in tonnes	September 30, 2013		September 30, 2012		Increase/(Decrease)
Oil and gas exploration additives		9,513		7,903		20	%
Paper manufacturing additives		3,125		2,025		54	%
Pesticides manufacturing additives		2,297		2,352		(2	%)
Overall		14,935		12,280		22	%

Bromine segment

The increase in net revenue from our bromine segment was mainly due to the increase in the sales volume. The sales volume of bromine increase from 13,615 tonnes for the nine-month period ended September 30, 2012 to 15,306 tonnes for the same period in 2013, an increase of 12%. As mentioned hereinbefore, the major reason for the increase in the sales volume of bromine was mainly due to the lower level of bromine price, and our customers increased their bromine inventories.

The selling price of bromine decreased from $3,302 per tonne for the nine-month period ended September 30, 2012 to $3,025 tonnes for the same period in 2013, a decrease of 8%. The major reason for the decrease in the selling price of bromine was mainly attributable to the macro-economic tightening policy imposed by the PRC government beginning in the second half of 2011 to slow down the economy, which has affected our customers’ industries. As a result, we needed to offer competitive selling prices to our customers to compete with other bromine manufacturers. The average selling price for the three-month period ended September 30, 2013 increased $71 per tonne, as compared with the three-month period ended December 31, 2012, which was $2,954 per tonne. We expect the average selling price of bromine to remain at the current level through the end of 2013 should the PRC government’s macro-economic tightening policy remain in place. The table below shows the changes in the average selling price and changes in the sales volume of bromine for nine-month period ended September 30, 2013 from the same period in 2012.

	Nine-Month Period Ended September 30,
Increase / (Decrease) in net revenue of bromine as a result of:	2013 vs. 2012
Decrease in average selling price	$	(4,002,086	)
Increase in sales volume	$	5,349,386
Total effect on net revenue of bromine	$	1,347,300

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Crude salt segment

The increase in net revenue from our crude salt segment was mainly due to the increase in both the average selling price and sales volume. The average selling price of crude salt increase from $37.71 per tonne for the nine-month period ended September 30, 2012 to $41.39 per tonne for the same period in 2013, an increase of 10%, and the sales volume also increased by 8% from 223,149 tonnes for the nine-month period ended September 30, 2012 to 241,239 tonnes for the same period in 2013. The increase in both the average selling price and sales volume was mainly due to the stable demand as crude salt is a basic and elementary material for chemical industry.

We noted an upward trend in the average selling price of crude salt since the third quarter of 2011 due to the stable demand of the crude salt. The average selling price increased from $37.19 per tonne in the third quarter of 2011 to $41.39 per tonne in the third quarter of 2013. We expect the average selling price of crude salt to remain at current levels through the end of 2013.

The table below shows the changes in the average selling price and changes in the sales volume of crude salt for nine-month period ended September 30, 2013 from the same period in 2012.

	Nine-Month Period Ended September 30,
Increase in net revenue of crude salt as a result of:	2013 vs. 2012
Increase in average selling price	$	852,831
Increase in sales volume	$	715,423
Total effect on net revenue of crude salt	$	1,568,254

Chemical products segment

	Product Mix of Chemical Products Segment										Percent
	Nine-Month Period Ended					Nine-Month Period Ended					Change of
	September 30, 2013					September 30, 2012					Net Revenue
Chemical Products			% of total					% of total
Oil and gas exploration additives	$	18,126,509		57	%	$	14,261,944		54	%		27	%
Paper manufacturing additives	$	3,547,763		11	%	$	2,509,455		10	%		41	%
Pesticides manufacturing additives	$	10,333,010		32	%	$	9,513,537		36	%		9	%
Total sales	$	32,007,283		100	%	$	26,284,936		100	%		22	%

Net revenue from our chemical products segment increased from $26,284,936 for the nine-month period ended September 30, 2012 to $32,007,283 for the same period in 2013, an increase of approximately 22%. The increase was mainly attributable to the increase in demand for all of our chemical products. Our oil and gas exploration chemicals are the most popular products within the chemical products segment, which contributed $18,126,509 (or 57%) and $14,261,944 (or 54%) of our chemical segment revenue for the nine-month periods ended September 30, 2013 and 2012, respectively, with an increase of $3,864,566, or 27%. Net revenue from our paper manufacturing additives increased from $2,509,455 for the nine-month period ended September 30, 2012 to $3,547,763 for the same period in 2013, an increase of approximately 41%. Net revenue from our pesticides manufacturing additives increased from $9,513,537 for the nine-month period ended September 30, 2012 to $10,333,010 for the same period in 2013, an increase of approximately 9%.

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The table below shows the changes in the average selling price and changes in the sales volume of major chemical products for nine-month period ended September 30, 2013 from the same period in 2012.

Increase / (Decrease) in net revenue, for the nine-month period ended September 30, 2013 vs. 2012, as a result of:	Oil and gas exploration additives		Paper manufacturing additives			Pesticides manufacturing additives			Total
Increase / (Decrease) in average selling price	$	877,959	$	(267,679	)	$	1,054,415		$	1,664,695
Increase / (Decrease) in sales volume	$	2,986,607	$	1,305,987		$	(234,942	)	$	4,057,652
Total effect on net revenue of chemical products	$	3,864,566	$	1,038,308		$	819,473		$	5,722,347

Cost of Net Revenue.

		Cost of Net Revenue by Segment							% Change
		Nine-Month Period Ended				Nine-Month Period Ended			of Cost of
		September 30, 2013				September 30, 2012			Net Revenue
Segment			% of total				% of total
Bromine	$	34,745,832	55	%	$	31,584,700	57	%	10	%
Crude Salt	$	6,755,418	11	%	$	5,569,663	10	%	21	%
Chemical Products	$	21,750,679	34	%	$	18,451,060	33	%	18	%
Total	$	63,251,929	100	%	$	55,605,423	100	%	14	%

Costof net 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 net revenue was $63,251,929 for nine-month period ended September 30, 2013, an increase of $7,646,506 (or 14%) over the same period in 2012. The increase in overall cost of net revenue was mainly attributable to the increase in volume of products sold and the increase in depreciation and amortization of manufacturing plant and machinery, which was partially offset by the decrease in purchase price of raw materials.

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)
Nine-month period ended September 30, 2012		44,547			43%
Nine-month period ended September 30, 2013		47,347			46%
Variance of the nine-month periods ended September 30, 2013 and 2012		2,800	(ii)		3%

(i) Utilization ratio is calculated based on the annualized actual production volume in tonnes for the period divided by the annual production capacity in tonnes.

(ii) The increase in 2,800 tonnes production capacity represents the management’s estimate of the capacity of Factory No. 11 acquired in late November 2012.

Our utilization ratio increased by 3% for the nine-month period ended September 30, 2013 as compared with the same period in 2012. The increase in utilization was mainly attributable to the increasing demand of bromine from the downstream industrial customers.

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Bromine segment

For the nine-month period ended September 30, 2013, the cost of net revenue for the bromine segment was $34,745,832, an increase of $3,161,132 or 10% over the same period in 2012. The most significant components of the costs of net revenue for the bromine segment were cost of raw materials and finished goods consumed of $16,625,563 (or 48%), depreciation and amortization of manufacturing plant and machinery of $12,236,373 (or 35%) and electricity of $2,370,825 (or 7%) for the nine-month period ended September 30, 2013. For the nine-month period ended September 30, 2012, the major components of the cost of net revenue were the cost of raw materials and finished goods consumed of $16,506,930 (or 52%), depreciation and amortization of manufacturing plant and machinery of $9,856,084 (or 31%) and electricity of $2,134,871 (or 7%). The cost structure changed as compared with the same period in 2012 where the contribution from cost of raw materials and finished goods consumed decreased by 4% and depreciation and amortization of manufacturing plant and machinery increased by 4%. The increase in net cost of net revenue was attributable mainly to the increase in volume of products sold and the increase in depreciation and amortization of manufacturing plant and machinery, which was partially offset by the decrease in purchase price of raw materials.

Per tonne production cost	Nine-Month Period Ended					Nine-Month Period Ended
component of bromine segment	September 30, 2013					September 30, 2012					% Change
			% of total					% of total
Raw materials	$	1,086		48	%	$	1,212		52	%		(10	%)
Depreciation and amortization	$	799		35	%	$	724		31	%		10	%
Electricity	$	155		7	%	$	157		7	%		(1	%)
Others	$	230		10	%	$	227		10	%		1	%
Production cost of bromine per tonne	$	2,270		100	%	$	2,320		100	%		(2	%)

Our production cost of bromine per tonne was $2,270 for the nine-month period ended September 30, 2013, a decrease of 2% (or $50) over the same period in 2012, which was attributable mainly to the component of cost of raw materials consumed. The cost of raw materials consumed per tonne decreased by 10% as compared to the last comparison period, which was mainly attributable to the decrease in the purchase price of raw materials due to the macro-economic tightening policy imposed by the PRC government since January 2011. The significant percentage increase in depreciation and amortization per tonne by 10% was due to the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012, which accelerated the depreciation and amortization of the plant and machinery.

Crude salt segment

For the nine-month period ended September 30, 2013, the cost of net revenue for our crude salt segment was $6,755,418, representing an increase of $1,185,755, or 21%, compared to $5,569,663 for the same period in 2012. The increase in cost was mainly due to the increase in the number of enhancement projects performed in second quarter of 2012, which in turn resulted in an increase in the depreciation and amortization of manufacturing plant and machinery. The significant cost components for the nine-month period ended September 30, 2013 were depreciation and amortization of $4,656,245 (or 69%), resource taxes calculated based on crude salt sold of $776,965 (or 12%) and electricity of $537,154 (or 8%). The significant cost components for the nine-month period ended September 30, 2012 were depreciation and amortization of $3,842,957 (or 69%), resource tax of $706,743 (or 13%) and electricity of $412,456 (or 7%). The table below represents the major production cost component of crude salt per ton for respective periods:

Per tonne production cost	Nine-Month Period Ended					Nine-Month Period Ended
component of crude salt segment	September 30, 2013					September 30, 2012					% Change
			% of total					% of total
Depreciation and amortization	$	19.3		69	%	$	17.2		69	%		12	%
Resource tax	$	3.2		12	%	$	3.2		13	%		-
Electricity	$	2.2		8	%	$	1.8		7	%		22	%
Others	$	3.3		11	%	$	2.8		11	%		18	%
Production cost of crude salt per tonne	$	28.0		100	%	$	25.0		100	%		12	%

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Our production cost of crude salt per tonne was $28.0 for the nine-month period ended September 30, 2013, an increase of 12% (or $3.0) as compared to the same period in 2012, which was attributable mainly to the component of depreciation and amortization of manufacturing plant and machinery. The significant percentage increase in depreciation and amortization per tonne by 12% was due to the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012, which accelerated the depreciation and amortization of the plant and machinery. Other production costs represented mainly salaries and welfare of labor for the crude salt fields.

Chemical products segment

For the nine-month period ended September 30, 2013, cost of net revenue for our chemical products segment was $21,750,679, representing an increase of $3,299,619 or 18% over the same period in 2012. The costs were cost of raw material and finished goods consumed of $18,693,141 (or 86%) and $15,801,059 (or 86%) and depreciation and amortization of manufacturing plant and machinery of $2,107,340 (or 10%) and $1,919,064 (or 10%) for each of the nine-month periods ended September 30, 2013 and 2012, respectively. As the components of our cost of net revenue are fixed levels of depreciation and amortization of our manufacturing plant and machinery, the rate of increase for the cost of net revenue for our chemical products segment was less than that of net revenue.

Gross Profit. Gross profit was $25,039,824, or 28%, of net revenue for nine-month period ended September 30, 2013 compared to $24,048,429, or 30%, of net revenue for the same period in 2012. The decrease in gross profit percentage was primarily attributable to a drop in the margin percentage of bromine and crude salt segments.

	Gross Profit by Segment										% Point Change
	Nine-Month Period Ended					Nine-Month Period Ended					of Gross
	September 30, 2013					September 30, 2012					Profit Margin
Segment			Gross Profit Margin					Gross Profit Margin
Bromine	$	11,554,898		25	%	$	13,368,729		30	%		(5	%)
Crude Salt	$	3,228,323		32	%	$	2,845,824		34	%		(2	%)
Chemical Products	$	10,256,603		32	%	$	7,833,876		30	%		2	%
Total Gross Profit	$	25,039,824		28	%	$	24,048,429		30	%		(2	%)

Bromine segment

The gross profit margin for our bromine segment for the nine-month period ended September 30, 2013 was 25% compared to 30% for the same period in 2012. As mentioned in the net revenue discussion above, due to the PRC government’s macro-economic tightening policy to slow down the economy, our selling price in the nine-month ended September 30, 2013 was affected. We cut the average selling price of bromine from $3,302 per tonne for the nine-month period ended September 30, 2012 to $3,025 per tonne for the same period in 2013, a decrease of 8%, in order to compete with other bromine manufacturers. Also, the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012, which accelerated the depreciation and amortization of the plant and machinery. We expect that the average selling price and gross profit margin of bromine will remain at current level towards the end of 2013 should the PRC government’s macro-economic tightening policy remain in place.

Crude salt segment

For the nine-month period ended September 30, 2013, the gross profit margin for our crude salt segment was 32% compared to 34% for the same period in 2012. This 2% is attributable to the increase in depreciation and amortization of manufacturing facilities as a result of the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012.

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Chemical products segment

The gross profit margin for our chemical products segment for the nine-month period ended September 30, 2013 was 32% compared to 30% for the same period in 2012, an increase of 2%. As previously mentioned, this increase in gross profit margin was a result of the increase in both the sales volume and selling price for our oil and gas exploration additives. As sales of oil and gas exploration additives contributed more than 57% of our total chemical products segment’s net revenue, the increase in demand and selling price largely increased the gross profit margin of our chemical products segment.

Research and Development Costs. For the nine-month periods ended September 30, 2013 and 2012, the total research and development costs incurred were $105,380 and $133,802, respectively, a decrease of 21%. Research and development costs for the nine-month periods ended September 30, 2013 and 2012 represented raw materials used by SYCI for testing the manufacturing routine.

Write-off/Impairment on property, plant and equipment. Write-off on property, plant and equipment of $1,042,138 for the nine-month period ended September 30, 2012 represented the write-off of (i) certain protective shells to transmission pipelines and ducts replaced of $911,995 during the second phase enhancement project that started in June 2012 and completed in August 2012 ; and (ii) certain machinery and equipment replaced during the enhancement work to our bromine production facilities in Factory No. 2 of $130,143 that started in July 2012 and completed in September 2012.

General and Administrative Expenses. General and administrative expenses were $6,354,165 for the nine-month period ended September 30, 2013, an increase of $1,163,231 (or 22%) as compared to $5,190,934 for the same period in 2012. The significant increase was primarily due to (i) the unrealized exchange loss in relation to the translation difference of inter-company balances in USD and RMB for the nine-month period ended September 30, 2013 amounted to $556,325, as compared to the unrealized exchange loss for the same period in 2012 amounted to $154,998 and (ii) an increase in the depreciation of the newly acquired office units in a commercial building in September 2012 amount to $529,566 for the nine-month periods ended September 30,2013 compared to the same period in 2012.

Gain on relocation of factory. Gain on relocation of factory was $1,877,779 for the nine-month period ended September 30, 2013. In late September 2013, the Transportation Bureau of Dongying City and other local government agencies requested to requisition the land where the original Factory No. 3 was located for railway construction.

Other Operating Income. Other operating income was $489,695 for the nine-month period ended September 30, 2013, which represented (i) a sum of $318,603for sales of wastewater; (ii) a sum of $171,092 for insurance compensation received in 2013 for legal fees incurred in 2012. Other operating income was $218,428 for the nine-month period ended September 30, 2012, which represented the sales of wastewater to some of our customers.

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Income from Operations. Income from operations was $20,876,743 for the nine-month period ended September 30, 2013 (or 24% of net revenue), an increase of $3,037,560, or approximately 17%, over income from operations for the same period in 2012. The increase resulted primarily from the increase in the demand for all of our segment products and gain on relocation of original Factory No.3.

	Income from Operations by Segment
	Nine-Month Period Ended September 30, 2013				Nine-Month Period Ended September 30, 2012
Segment:				% of total				% of total
Bromine	$	10,086,575		45%	$	9,536,574		50%
Crude Salt		2,902,613		13%		1,986,451		10%
Chemical Products		9,408,993		42%		7,508,900		40%
Income from operations before corporate costs		22,398,181		100%		19,031,925		100%
Corporate costs		(1,521,438	)			(1,192,742	)
Income from operations	$	20,876,743			$	17,839,183

Bromine segment

Income from operations from our bromine segment was $10,086,575 for the nine-month period ended September 30, 2013, an increase of $550,001 (or approximately 6%) compared to the same period in 2012. This increase resulted primarily from the increase in sales volume (contributed an increase of approximately $5.3 million) and gain on relocation of original Factory No.3 of approximately $1.45million, which was partially offset by the decrease in the average selling price (contributed a decrease of approximately $4.0 million) as a result of the PRC government’s macro-economic tightening policy and the increase in depreciation and amortization of manufacturing facilities as a result of the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012.

Crude salt segment

For the nine-month period ended September 30, 2013, income from operations from our crude salt segment was $2,902,613, an increase of $916,162 (or approximately 46%) compared to the same period in 2012. This significant increase was mainly due to the increase in both the average selling price and sales volume (contributed an aggregate increase of approximately $1.57 million) and gain on relocation of original Factory No.3 of approximately $0.43million, which was partially offset by the increase in depreciation and amortization of manufacturing facilities as a result of the enhancement projects to our extraction wells and transmission channels and ducts which commenced in June 2012 and completed in August 2012 and the depreciation of these enhancement projects commenced in September 2012.

Chemical products segment

For the nine-month period ended September 30, 2013, income from operations from our chemical products segment was $9,408,993, an increase of $1,900,093 (or approximately 25%) over same period in 2012. This increase was primarily due to (i) the increase in net revenue of our oil and gas exploration additives and paper manufacturing additives of approximately $4.9 million due to increase in the demand, which was largely offset by the increase in cost of net revenue of approximately $3.3 million due to the increase in the quantity of raw materials purchased as a result of the overall demand in quantity of chemical products sold.

Other Income, Net. Other income, net of $81,336 represented bank interest income, net of capital lease interest expense for the nine -month period ended September 30, 2013, a decrease of $7,463 (or approximately 8%) as compared to the same period in 2013, mainly due to lower average bank balance held during the nine months period ended September 30, 2013 compared to the same period ended September 30, 2012.

Net Income. Net income was $15,348,593 for the nine-month period ended September 30, 2013, an increase of $2,259,596 (or approximately 17%) compared to the same period in 2012. This increase was primarily attributable to the overall increase in demand for our products and gain on relocation of original Factory No.3.

Effective Tax Rate. Our effective tax rate for the nine-month periods ended September 30, 2013 and 2012 was 27% and 27%, respectively. The effective tax rate of 27% for the nine-month period ended September 30, 2013 differs from the PRC statutory income tax rate of 25% due to the US federal net operating loss incurred by the Company. The effective tax rate of 27% for the same period in 2012 differs from the PRC statutory income tax rate of 25% due to the US federal net operating loss incurred by the Company.

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LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2013, cash and cash equivalents were $97,204,603 as compared to $65,241,035 as of December 31, 2012. The components of this increase of $31,963,568 are reflected below.

Statement of Cash Flows

	Nine-Month Period Ended September 30,
	2013			2012
Net cash provided by operating activities	$	31,388,975		$	10,742,514
Net cash used in investing activities	$	(951,640	)	$	(29,925,583	)
Net cash used in financing activities	$	(302,497	)	$	(297,598	)
Effects of exchange rate changes on cash and cash equivalents	$	1,828,730		$	(451,033	)
Net (decrease)/increase in cash and cash equivalents	$	31,963,568		$	(19,931,700	)

For the nine-month period ended September 30, 2013, we met our working capital and capital investment requirements mainly by using cash flow from operations and cash on hand. The Company intends to continue to explore opportunities relating to bromine asset purchases and new bromine resource development. 

Net Cash Provided by Operating Activities

During the nine-month periods ended September 30, 2013 and 2012, we had positive cash flow from operating activities of $31.4 million and $10.7 million, respectively, primarily attributable to net income.

During the nine-month period ended September 30, 2013, cash flow from operating activities of $31.4 million exceeded our net income of $15.3 million, mainly due to (i) substantial non-cash charges of $19.6 million, mainly in the form of depreciation and amortization of property, plant and equipment, exchange loss on intercompany balances and stock-based compensation; partially offset by (ii) cash used in working capital of $3.6 million, which mainly consisted of increase in accounts receivable and decrease in retention payable, partially offset by the increase in taxes payable and decrease in inventories.

During the nine-month period ended September 30, 2012, net income of $13.1 million exceeded our cash flow from operating activities of $10.7 million, which was caused by (i) cash used in working capital of $21.4 million, which mainly consisted of increase in accounts receivable; which was partially offset by (ii) our net income, which included substantial non-cash charges of $19.1 million, mainly in the form of depreciation and amortization of property, plant and equipment, and write-off/impairment loss on property, plant and equipment.

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 September 30, 2013 and December 31, 2012.

	September 30, 2013					December 31, 2012
			% of total					% of total
Aged 1-30 days	$	12,092,903		29	%	$	9,226,030		26	%
Aged 31-60 days	$	11,907,825		29	%	$	8,668,189		24	%
Aged 61-90 days	$	10,765,274		26	%	$	6,758,020		19	%
Aged 91-120 days	$	6,777,013		16	%	$	6,535,738		18	%
Aged 121-150 days	$	-		-		$	4,781,923		13	%
Total	$	41,543,014		100	%	$	35,969,900		100	%

The overall accounts receivable balance as of September 30, 2013 increased by $5,573,114 (or 15%), as compared to those as of December 31, 2012. Such increase is mainly attributable to the increase in net revenues as a result of the increased demand for our products in all segments. We are not aware of any allowances for doubtful debts required for the nine-month period ended September 30, 2013 as we have policies in place to ensure that sales are made to customers with an appropriate credit history. For the balances of accounts receivable as of September 30, 2013 aged more than 90 days, all was settled in October 2013. We perform ongoing credit evaluation on the financial condition of our customers.

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Inventory

Our inventory consists of the following:

	September 30, 2013						December 31, 2012
				% of total						% of total
Raw materials	$	666,320			11.5	%	$	773,453			12.9	%
Finished goods	$	5,167,438			89.0	%	$	5,248,039			87.6	%
	$	5,833,758			100.5	%	$	6,021,492			100.5	%
Allowance for obsolete and slowing-moving inventory	$	(28,516	)		(0.5	%)	$	(27,894	)		(0.5	%)
Total	$	5,805,242			100.0	%	$	5,993,598			100.0	%

The net inventory level as of September 30, 2013 decreased by $188,356 (or 3%), as compared to the net inventory level as of December 31, 2012.

Raw materials decreased by 14% as of September 30, 2013 as compared to December 31, 2012. All of the raw materials are basic chemical industry materials, few of which have a possibility of loss over time, or major fluctuations in their prices. So, we concluded that all of our raw materials as of September 30, 2013 are fully realizable for production of finished goods without any impairment.

Our finished goods mainly composed of bromine, crude salt and chemical products. Our chemical products are similar to raw materials, as there is no loss over time and there is a stable market price with a positive gross profit margin of 32% for the nine-month period ended September 30, 2013 (30% for fiscal year 2012). Therefore, we believe that the realization of the chemical products is 100%. Similarly, as there is no depletion of bromine, we believe that the realization of it is also 100%.

The annual loss of crude salt due to evaporation is around 3%. As the market price of crude salt per ton increased from $37.7 in the third quarter of 2012 to $43.3 in the third quarter of 2013, and the relative cost of production is low, we believe that there will be no realization problem for crude salt and its selling price should not be lower than its cost.

Net Cash Used in Investing Activities

In the nine-month period ended September 30, 2013, we used approximately $0.6 million cash for the prepayment of land leases.

We also used approximately $0.3 million cash for the construction of our new Factory No.3 due to the resumption of leased land by the Transportation Bureau of Dongying City and other local government agencies for railway construction.

In the nine-month period ended September 30, 2012, we used approximately $0.5 million cash for the prepayment of land leases. In the same period, we also used approximately $29.4 million cash to acquire property, plant and equipment, which included (i) the second phase enhancement project to the extraction wells and protective shells to transmission channels and ducts in Factory No. 1 to 9 in the amount of approximately $12.8 million and $8.1 million, respectively; (ii) the enhancement work to the bromine production facilities in Factory No. 2 at a cost of approximately $1.3 million; (iii) the enhancement work to the chemical products production facilities at a cost of approximately $1.5 million; and (iv) the purchase of five stories of offices in a commercial building, from a company in which Mr. Ming Yang, the Chairman of the Company, had a 99% equity interest, for our new headquarters at a cost of approximately $5.7 million.

The above investing activities were financed by the opening cash balances as of December 31, 2012, and 2011, and cash generated from operation during the nine-month period ended September 30, 2013.

Net Cash Used in Financing Activities

We repaid approximately $0.3 million cash for our capital lease obligation for the nine-month period ended September 30, 2013.

We believe that our available funds and cash flows generated from operations will be sufficient to meet our anticipated ongoing operating needs for the next twelve (12) months. However we will likely need to raise additional capital in order to fund the ongoing program of acquiring unlicensed bromine properties, increasing our chemical production capacity and developing new bromine and crude salt production line in Sichuan Province, PRC. We expect to raise those funds through issuing additional shares of our capital stock and credit facilities obtained with lending institutions. There can be no guarantee that we will be able to obtain such funding, whether through the issuance of debt or equity, on terms satisfactory to management and our board of directors.

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Working capital was approximately $135.7 million at September 30, 2013 as compared to approximately $96.2 million at December 31, 2012. The increase was mainly attributable to the cash provided by operating activities and the increase in accounts receivable during the nine-month period ended September 30, 2013.

We had available cash of approximately $97.2 million at September 30, 2013, most of which is in highly liquid current deposits which earn no or little interest. We intend to retain the cash for future expansion of our bromine and crude salt businesses through acquisition, enhancement works to our existing bromine and crude salt business, and exploration cost of new brine water resources in Sichuan Province, and we do not anticipate paying cash dividends in the foreseeable future.

In the future we intend to focus our efforts on the activities of SCHC and SYCI as these segments continue to expand within the Chinese market. We also intend to explore the possibility of cooperation with overseas large-scale bromine manufacturers for expansion into overseas markets. As a result, we may issue additional shares of our capital stock and incur new debt in order to raise cash for acquisitions and other capital expenditures during the next twelve months.

We may not be able to identify, successfully integrate or profitably manage any businesses 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 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. In addition, if competition for acquisition candidates or operations were to increase, the cost of acquiring businesses could increase materially. Our inability to implement and manage our expansion strategy successfully may have a material adverse effect on our business and future prospects.

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 at September 30, 2013 is provided in the notes to our condensed consolidated financial statements. See “Notes to Condensed Consolidated Financial Statements, Note 19 – Capital Commitment and Operating Lease Commitments”.

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 these 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, assets retirement obligation, property, plant and equipment, recoverability of long lived assets, mineral rights, revenue recognition, income taxes, and stock-based compensation. These policies and estimates are described in the Company’s 2012 Form 10-K.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Pursuant to Item 301(c) of Regulation S-K (§ 229.301(c)), 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

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Form 10-Q.

(b) Changes in internal controls

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during our most recently completed fiscal quarter, which is the subject of this report, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any legal proceedings other than the following.

Class Action

The Company and certain of its officers and directors (Ming Yang, Xiaobin Liu, and Min Li, collectively, the “Individual Defendants”) have been named as defendants in a putative securities class action lawsuit alleging violations of the federal securities laws. That action, which is now captioned Lewy, et al. v. Gulf Resources, Inc., et al., No. 11-cv-3722 ODW (MRWx), was filed on April 29, 2011 in the United States District Court for the Central District of California. The lead plaintiffs, who seek to represent a class of all purchasers and acquirers of the Company’s common stock between March 16, 2009 and April 26, 2011 inclusive, filed an amended complaint on September 12, 2011. Lead plaintiffs assert claims for violations of Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5 thereunder. The amended complaint alleges the defendants made false or misleading statements in the Company’s Annual Reports on Form 10-K for the years ended December 31, 2008, 2009, and 2010, and in interim quarterly reports by, among other things, overstating revenue and net income and failing to disclose material related party transactions and certain facts about the CEO’s prior employment at another company. The amended complaint also asserts claims against the Individual Defendants for violations of Section 20(a) of the Securities Exchange Act of 1934. The amended complaint seeks damages in an unspecified amount. The Company filed a motion to dismiss the amended complaint. On May 15, 2012, the Court denied the Company’s motion to dismiss the amended complaint. On April 30, 2013, the parties executed a stipulation and agreement of settlement (“Proposed Settlement”). The Proposed Settlement is subject to review and approval of the Court. In the event that the Proposed Settlement is approved and accepted, the Company does not expect it to have any impact on the financial statements. The Company believes that the overall cost in connection with this litigation will be reimbursed by the insurance company to the extent covered by the insurance policies.

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Item 1A. Risk Factors

There have been no changes with respect to risk factors as previously disclosed in our 2012 Form 10-K.  Investing in our common stock involves a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and in our 2012 Form 10-K, under the caption “Risk Factors”, 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 2012 Form 10-K. Readers should carefully review those risks, as well as additional risks described in other documents we file from time to time with the Securities and Exchange Commission.

Item 2. Unregistered Shares of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

No applicable.

Item 5. Other Information

None.

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 for the quarterly period ended September 30, 2013 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.

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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: November 8, 2013	By:	/s/ Xiaobin Liu
		Xiaobin Liu
		Chief Executive Officer
		(principal executive officer)
Dated: November 8, 2013	By:	/s/ Min Li
		Min Li
		Chief Financial Officer
		(principal financial and accounting officer)

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