Here is a copy of it without the heading. I hope it help.
Shandong Haoyuan Industry Group Ltd., a corporation organized under the laws of the People’s Republic of China (“SHIG”), and Ming Yang hereby amend and supplement the Statement on Schedule 13D filed on February 15, 2007 (the “Original Statement”) and collectively with this Amendment No. 1, the “13D Statement”), with respect to the common stock, $0.0005 par value (the “Common Stock”) of Gulf Resources, Inc., a Delaware corporation (the “Issuer”). Except as set forth herein, there has been no material change in the facts set forth in the Original Statement.
Unless otherwise indicated herein, each capitalized term used and not defined herein shall have the meaning ascribed to such term in the Original Statement.
Item 1. Security and Issuer.
Item 1 of the Original Statement is hereby amended in its entirety to read as follows:
This statement relates to the common stock, par value $0.0005 per share (the "Common Stock”), of Gulf Resources, Inc., a Delaware corporation (the “Company”), with its principal executive offices at 99 Wenchang Road, Chenming Industrial Park, Shouguang City, Shandong Province, China 262714.
Item 4. Purpose of Transaction.
Item 4 of the Original Statement is hereby amended and supplemented by adding the following to the end thereof:
On February 20, 2012, SHIG executed an investment letter of intent (“LOI”) with Shandong Ocean Bright Stone Industry Fund Management Co., Ltd., an investment fund based in the People’s Republic of China, regarding a potential investment program in China’s bromine exploitation industry, with the objective of consolidating those investments under SHIG and ultimately seeking a stock exchange listing for SHIG in China. The LOI is highly preliminary and conditional, being subject to, among other things, due diligence and the commitment of definitive funding for potential bromine investments in China. SHIG and Ocean Bright are considering the Issuer as a potential principal component to their strategy of consolidating the bromine industry in China, and, accordingly, as a potential candidate for privatization in order to satisfy the listing requirements for SHIG in China.
In connection with the foregoing, SHIG may initiate and hold negotiations with the Issuer with respect to a potential transaction; however, SHIG cannot determine at this time the length of any negotiations, when and if begun, and whether any negotiations, if begun, will lead to any definitive agreement or transaction.
Item 5. Interest in Securities of the Issuer.
Item 5 of the Original Statement is hereby amended in its entirety to read as follows:
a) SHIG is the beneficial owner of 4,124,733 shares of Common Stock, representing 11.9% of the issued and outstanding shares of Common Stock. Mr. Yang is the record owner of 2,512,200 shares of Common Stock, and given his position and majority share ownership of SHIG, may be deemed to be beneficially own 4,124,733 shares of Common Stock held by SHIG. Accordingly, Mr. Yang may be deemed to be the beneficial owner of 6,636,933 shares of Common Stock.
b) Each of SHIG and Mr. Yang has the shared power to vote and to direct the vote, and the shared power to dispose and to direct the disposition of, 4,124,733 shares of the Common Stock that SHIG owns of record. Mr. Yang has the sole power to vote and direct the vote, and the sole power to dispose and to direct the disposition of, 2,512,200 shares of the Common Stock that he owns of record.
c) Neither SHIG nor Mr. Yang has effected any transactions in the Common Stock in the past 60 days.
AI
