-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HPFWJ6YsBqrPRxFxlzVIbV+49n4EAuNrS9aQ5sFkqohdS+WXqR0At46PeHwZc/Tf JtrR3VFoXpFUYS66xv45nw== 0001193805-10-003066.txt : 20101214 0001193805-10-003066.hdr.sgml : 20101214 20101214080536 ACCESSION NUMBER: 0001193805-10-003066 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20101214 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101214 DATE AS OF CHANGE: 20101214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GULF RESOURCES, INC. CENTRAL INDEX KEY: 0000885462 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 133637458 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34499 FILM NUMBER: 101249437 BUSINESS ADDRESS: STREET 1: 99 WENCHANG RD, CHEMING INDUSTRIAL PARK STREET 2: UNIT - HAOYUAN CHEMICAL COMPANY LIMITED CITY: SHOUGUANG CITY, SHANDONG STATE: F4 ZIP: 262714 BUSINESS PHONE: (310) 470-2886 MAIL ADDRESS: STREET 1: 99 WENCHANG RD, CHEMING INDUSTRIAL PARK STREET 2: UNIT - HAOYUAN CHEMICAL COMPANY LIMITED CITY: SHOUGUANG CITY, SHANDONG STATE: F4 ZIP: 262714 FORMER COMPANY: FORMER CONFORMED NAME: DIVERSIFAX INC DATE OF NAME CHANGE: 19940331 8-K 1 e607856_8k-gulf.htm Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934

Date of Report (date of earliest event reported): December 14, 2010
 
Gulf Resources, Inc.
(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction of incorporation)
 
000-20936 13-3637458
(Commission File Number)    (IRS Employer Identification No.) 
 
99 Wenchang Road, Chenming Industrial Park, Shouguang City, Shandong, China 262714

(Address of principal executive offices and zip code)

+86 (536) 567 0008

(Registrant's telephone number including area code)
 
 

(Registrant's former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
 
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 
 
Item 8.01  Other Events.
 
On December 14, 2010, Gulf Resources, Inc. (the “Company”) issued a press release  in which it provided further clarifications to certain anonymous allegations made against the Company.  A copy of the press release is furnished as Exhibit 99.1 hereto.  In addition, English translations of six letters referred to in the press release have been furnished as Exhibits 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7.
 
Item 9.01  Financial Statements and Exhibits.
 
(d)           Exhibits.
 
Exhibit Number
Description
   
99.1
Press release dated December 14, 2010.
   
99.2
Letter dated December 9, 2010 from the Yangkou Taxation Sub-Bureau, Shougang City, State Administration of Taxation
   
99.3
Letter dated December 3, 2010 from the Shouguang Municpal Association of Bromine Industry.
   
99.4
Letter dated December 3, 2010 from the Shouguang Municipal Economic and Information Agency
   
99.5
Letter dated December 9, 2010 from Shandong Yuyuan Group.
   
99.6
Letter dated December 10, 2010 from Bromine Plant of Shandong Haihua Co.
   
99.7
Letter dated December 2, 2010 from Shandong Morui Chemical Company.
 
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
GULF RESOURCES, INC.
 
       
       
 
By:
/s/ Xiaobin Liu  
  Name: 
Xiaobin Liu
 
  Title: 
Chief Executive Officer
 
 
Dated: December 14, 2010
 
 
 

 
 
Exhibit Index
 
Exhibit Number
Description
   
99.1
Press release dated December 14, 2010.
   
99.2
Letter dated December 9, 2010 from the Yangkou Taxation Sub-Bureau, Shougang City, State Administration of Taxation
   
99.3
Letter dated December 3, 2010 from the Shouguang Municpal Association of Bromine Industry.
   
99.4
Letter dated December 3, 2010 from the Shouguang Municipal Economic and Information Agency
   
99.5
Letter dated December 9, 2010 from Shandong Yuyuan Group.
   
99.6
Letter dated December 10, 2010 from Bromine Plant of Shandong Haihua Co.
   
99.7
Letter dated December 2, 2010 from Shandong Morui Chemical Company.
 
 
EX-99.1 2 e607856_ex99-1.htm Unassociated Document
 
Exhibit 99.1
 
Contact:
 
   
Gulf Resources, Inc.
CCG Investor Relations Inc.
David Wang, VP of Finance
Linda Salo, Sr. Financial Writer
Email: gfre.2008@vip.163.com
Phone: +1-646-922-0894
 
Email: linda.salo@ccgir.com
Helen Xu
 
Email: beishengrong@vip.163.com
Crocker Coulson, President
Web:  http://www.gulfresourcesinc.cn
Phone: +1-646-213-1915
 
Email: crocker.coulson@ccgir.com
 
Website: http://www.ccgirasia.com
 
Gulf Resources Provides Further Clarifications to Anonymous Allegations

SHANDONG, China, December 14, 2010 -- Gulf Resources, Inc. (Nasdaq:GFRE) ("Gulf Resources" or the "Company"), a leading manufacturer of bromine, crude salt and specialty chemical products in China, today announced that the Company provided additional disclosure disputing certain allegations related to the reliability of its filings with the SEC that have recently been circulated in an anonymous report within the investment community.

The Company disputes the following four allegations raised in the anonymous report:

1.  that the Company may have overstated its 2009 revenues because the Company’s State Administration of Tax (SAT) filings in China are not consistent with its 2009 Annual Report;

The Company’s tax filings made with the SAT (http://www.chinatax.gov.cn) are not publicly available.  The report allegedly provides certain 2009 income statement figures from the SAT filings of the Company’s operating subsidiaries, Shouguang City Haoyuan Chemical Company Limited (“SCHC”) and Shouguang Yuxin Chemical Industry Co. Limited (“SYCI”).  The figures in the report are completely inconsistent with and significantly lower than the actual 2009 SAT filings made by SCHC and SYCI.  On December 9, 2010, the Company was provided with a letter of certification with an official seal from the Yangkou Sub-bureau, Shouguang City Bureau of the SAT in which the SAT confirms that there are “serious discrepancies” between SCHC’s and SYCI’s actual tax filing and the figures provided in the anonymous report.

The Company confirms that its 2009 Annual Report is consistent with its 2009 SAT filings after taking into account the U.S. GAAP adjustments.
 
 
 

 
 
2.  that the Company may have overstated its 2009 bromine production volume because an alleged local Shandong provincial government agency’s report on the Company states that the Company only produced 10,000 metric tons of bromine in 2009.

In the Company’s 2009 Annual Report, it disclosed that it produced 34,930 metric tons of bromine in 2009.  The Company has attempted to identify and contact the agency referenced in the anonymous report, the Administration of Light Industry of Shandong Province.  However, the Company has not been able to identify this agency and believes that the agency has not existed for many years and could not have provided a report on the Company’s 2009 bromine production volume.

On December 3, 2010, the Company received a letter of certification with an official seal from the Bromine Industry Association of Shouguang City, which regulates and supervises Shouguang area bromine producers.  That certification states: “As shown in our statistics on production information, SCHC’s total production volume of bromine for 2009 is more than 30,000 metric tons.”  On December 3, 2010 the Company also received a letter of certification with an official seal from the Economic and Information Agency of Shouguang City.  That certification states “According to relevant statistics, SCHC produced more than 30,000 metric tons of bromine in 2009.”

At the end of 2006, the Company only had one bromine production facility with a production capacity of 10,000 metric tons. By the end of 2009, the Company acquired seven additional bromine production facilities and increased its bromine production capacity to 43,300 metric tons. Currently the Company has a total of nine bromine production facilities with a total capacity of 46,300 metric tons.

3.  that the Company may have overstated its 2009 bromine production volume because alleged statements from representatives of two competitors of the Company question the Company’s ability to generate the production volumes disclosed in the Company’s 2009 Annual Report.

The report alleges that a Mr. Shan, a sales manager of Shandong Yuyuan Group (“Yuyuan”), questioned the Company’s ability to produce bromine at the levels disclosed in the Company’s 2009 Annual Report.  On December 9, 2010, Yuyuan provided the Company with a letter of certification with its corporate seal. In that certification Yuyuan states that it does not have a sales manager with the last name of Shan and that Yuyuan believes that SCHC produced more than 30,000 tons of bromine in 2009.

The report also alleges that a Mr. Wu, a sales manager at Shandong Haihua Co. Ltd (“Haihua”) questioned the Company’s stated bromine production capacity.  On December 10, 2010 Haihua provided the Company a letter of certification with its corporate seal, In that certification Haihua states that it does not have a sales manager with the last name Wu.

4.  that the Company may have overstated its 2009 revenues generated from sales of bromine to its largest customer because an alleged statement from that customer saying that it purchased a smaller volume of bromine from the Company than the figure disclosed in the Company’s Annual Report.

The report alleges that an unidentified employee of Shandong Morui Chemical Company (“Morui”) stated that Morui only purchased 400 to 500 metric tons of bromine from SCHC in 2009.  On December 2, 2010, Morui provided the Company a letter of certification with its corporate seal, In that certification Morui confirms that SCHC sold 5,162.5 metric tons of bromine to it in 2009.
 
 
 

 
 
The Company intends to file copies of the letters referred to in this press release as exhibits to a Current Report on Form 8-K.

“We firmly believe that these claims are completely without merit and we take any allegations related to the reliability of our financial statements and SEC filings very seriously”, said Mr. Xiaobin Liu, Chief Executive Officer of Gulf Resources." We also want to continue to confirm that: (i) our financial statements are accurate and we do not expect any adjustments to them, and (ii) our business has maintained its momentum and we do not expect any changes in business conditions in the foreseeable future."

About Gulf Resources, Inc.

Gulf Resources, Inc. operates through two wholly-owned subsidiaries, Shouguang City Haoyuan Chemical Company Limited (“SCHC”) and Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”). The Company believes that it is one of the largest producers of bromine in China. Elemental Bromine is used to manufacture a wide variety of compounds utilized in industry and agriculture. Through SYCI, the Company manufactures chemical products utilized in a variety of applications, including oil & gas field explorations and as papermaking chemical agents. For more information about the Company, please visit www.gulfresourcesinc.cn.

Forward-Looking Statements

Certain statements in this news release contain forward-looking information about Gulf Resources and its subsidiaries business and products within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. The actual results may differ materially depending on a number of risk factors including, but not limited to, the general economic and business conditions in the PRC, future product development and production capabilities, shipments to end customers, market acceptance of new and existing products, additional competition from existing and new competitors for bromine and other oilfield and power production chemicals, changes in technology, the ability to make future bromine asset purchases, and various other factors beyond its control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risks factors detailed in the Company's reports filed with the Securities and Exchange Commission. Gulf Resources undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.

###
 
 
EX-99.2 3 e607856_ex99-2.htm Unassociated Document
 
Exhibit 99.2

Certification


This is to certify the following information:

Shouguang Yuxin Chemical Industry Co., Ltd. and Shouguang Haoyuan Chemical Industry Co., Ltd. are tax payer enterprises operated in an ordinary manner within our bureau’s jurisdiction.  The recent rumor disseminated online regarding this company’s US$7.36 million revenue and US$110,000 net profit for 2009 has serious discrepancies with the data that this enterprise actually declared with our bureau for tax payment purposes.  The actual operating data is the data archived at the State Administration of Industry and Commerce after the annual joint examination of the State Administration of Industry and Commerce and the State Administration of Taxation.



Yangkou Taxation Sub-bureau,
Shouguang Municipal Bureau of State Administration of Taxation

[seal]

December 9, 2010
 
 
EX-99.3 4 e607856_ex99-3.htm Unassociated Document
 
Exhibit 99.3

Certification


This is to certify the following information:

Shouguang City is currently the most important bromine production base in China.  Its production capacity is approx. 40% of the total in China.  The Shouguang Municipal Association of Bromine Industry is registered in Shouguang City.  It comprises bromine production and deep processing enterprises.  It is under the supervision and administration of relevant departments of the Shouguang Municipal Government.  The major duties of the Association are to regulate and supervise the bromine production and deep processing enterprises in Shouguang, facilitate the enterprises under the Association to comply with the State’s laws and regulations, promote the technological cooperation and information exchange among our members and jointly promote the development of Shouguang’s bromine ind ustry.  Among all our members, Shouguang Haoyuan Chemical Industry Co., Ltd. is the largest bromine producer in this city.  It has a total of 9 bromine production facilities in various places.  As shown in our statistics on production information, the company’s total production volume of bromine for 2009 is more than 30,000 tons approximately.




Shouguang Municipal Association of Bromine Industry

[seal]

December 3, 2010
 
 
EX-99.4 5 e607856_ex99-4.htm Unassociated Document
 
Exhibit 99.4


[letterhead of Shouguang Municipal Economic and Information Agency]
_____________________________________________________________________



Certification


This is to certify the following information:

Shouguang Haoyuan Chemical Industry Co., Ltd. is currently the largest bromine producer in Shouguang City.  It has 9 bromine production facilities in various places.  According to relevant statistics, it produced more than 30,000 tons of bromine in 2009.



Shouguang Municipal Economic and Information Agency

[seal]

December 3, 2010
 
 
EX-99.5 6 e607856_ex99-5.htm Unassociated Document
 
Exhibit 99.5

Certification


This is to certify the following information:

Shandong Yuyuan Group Co., Ltd. is located in Binhai District, Weifang City.  After investigation, we find that none of our sales managers in our company has a surname as Shan, and there never exists any comments on intentionally disparaging our competitors.

To our knowledge, our company is the biggest bromine producer in Binhai District; however, Shouguang Haoyuan Chemical Industry Co., Ltd. has more than one bromine production facilities in Shouguang, Dongying and some other places, in addition to its bromine facility in Binhai District.  Shouguang Haoyuan has an annual production capacity of approx. more than 300,000 tons and is the largest bromine producer in China.



Shandong Yuyuan Group Co., Ltd.

[company seal]

December 9, 2010
 
 
EX-99.6 7 e607856_ex99-6.htm Unassociated Document
 
Exhibit 99.6


Declaration letter

Recently, based on a report about Shandong Haoyuan Chemical Co. Ltd “ there is a sales manager from Shandong Haihua Co. Ltd disparaged Shandong Haoyuan Chemical Co. Ltd and the bromine industry”, and caused some adverse impact. So hereby our company declares that: the company never has had any sales managers or sales man, whether or not on probation, whose family name is “Wu”.   All of the consequences are not related to our company.

Hereby certified!

Bromine Plant of Shandong Haihua Co. Ltd
 
[company seal]
 
December 10, 2010
 
 
EX-99.7 8 e607856_ex99-7.htm Unassociated Document
 
Exhibit 99.7

Certification


This is to certify the following information:

Our company is an enterprise producing bromine flame retardants, pharmaceutical intermediaries and crude salt chemicals.  Shouguang Haoyuan Chemical Industry Co., Ltd. is a bromine supplier to us.  It supplied a total of 5,162.5 tons of bromine to our company in 2009.





Shandong Morui Chemical Co., Ltd.

[company seal]

December 2, 2010

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