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EX-10.1 - GULF RESOURCES, INC.e609179_ex10-1.htm
EX-99.1 - GULF RESOURCES, INC.e609179_ex99-1.htm
 
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 22, 2011
 
Gulf Resources, Inc.
(Exact name of registrant as specified in charter)

Delaware
(State or other jurisdiction of incorporation)
 
000-20936
(Commission File Number)  
13-3637458
(IRS Employer Identification No.)
 
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 registrant under any of the following provisions:
 
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 1.01 Entry into a Material Definitive Agreement.

On December 22, 2011, Gulf Resources, Inc. (the “Registrant”) and Shouguang City Haoyuan Chemical Company Limited, a wholly owned subsidiary of the Registrant (the “SCHC”), entered into an Asset Purchase Agreement with Liangcai Zhang, a resident of the People’s Republic of China (the “Seller”), pursuant to which SCHC shall, upon closing, acquire all right, title and interest in and to all assets owned by the Seller utilized in the production of bromine, located at 3 kilometers west of the Yangkou Village, south of Youyi road in Shouguang City Yangkou Township including without limitation, machinery, equipment and inventory, and any warranties associated therewith (the “Purchased Assets”).

In consideration for the Purchased Assets and for the value of the rights to the leased property located at 3 kilometers west of the Yangkou Village, south of Youyi road in Shouguang City Yangkou Township (the “Leased Property”), SCHC shall pay to the Seller a purchase price of RMB 63 million Yuan (approximately $10 million) (the “Purchase Price”) in cash.  An amount equal to RMB 12.6 million Yuan (approximately $2 million) of the Purchase Price shall be delivered to the Seller upon the execution of the Agreement as a security deposit (the “Security Deposit”) pending the final assessment of the condition of the Purchased Assets and the Leased Property. If the assessment is not acceptable to SCHC, the parties shall negotiate a reduction in the Purchase Price.  If a mutually acceptable amount is not agreed, SCHC shall have the right to terminate the Agreement and have the Security Deposit returned.  If the assessment is acceptable to SCHC, the remainder of the Purchase Price shall be delivered to the Sellers within ten (10) days from the date that SCHC receives a satisfactory assessment report (the “Closing Date”).  Further, if SCHC is unable to deliver the remainder of the Purchase Price in the time frame prescribed, the Seller has the right to terminate the Agreement and to retain the Security Deposit.

As a result of this Agreement, the Purchased Assets including, without limitation, any and all bromine that can be produced on the Leased Property, buildings, equipment, wells, pipelines, and power circuits would be acquired by SCHC; provided, however, that SCHC shall not be liable for any debts, obligations and/or liabilities of the Seller relating to the Purchased Assets and the Leased Property.
 
Item 8.01  Other Events.
 
On December 22, 2011, the Registrant issued a press release announcing it had signed the aforesaid Asset Purchase Agreement with the Seller.  A copy of such press release is attached to this report as Exhibit 99.1.
 
 
 

 
 
Item 9.01  Financial Statements and Exhibits.
 
(d)           Exhibits.
 
Exhibit Number
Description
10.1
Asset Purchase Agreement
99.1
Press release
 
 
 

 
 
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 22, 2011
 
 
 

 
 
Exhibit Index
 
Exhibit No.                    Description
 
10.1                                Asset Purchase Agreement
 
99.1                                Press Release