Unassociated Document


    
      Exhibit
10.1



     

    AMENDMENT
AGREEMENT

     

    This Agreement, dated
January  24, 2009 (this “Agreement”), by and among Gulf Resources,
Inc, a Delaware corporation (the “Company”), Shouguang City Haoyuan Chemical
Company Limited (“SCHC”), a subsidiary of the Company, , China Finance, Inc
(“China Finance”), Shenzhen Hua Yin Guaranty
and Investment Limited Liability Corporation (“Shenzhen Hua Yin”), a subsidiary
of China Finance, Top King Group Limited (“Top King”), Billion Gold Group
Limited (“Billion Gold”), Topgood International Limited (“Topgood” and together
with Top King and Billion Gold, are sometimes referred to herein as the
“Holders”) .

     

    RECITALS

     

    WHEREAS,
Shenzhen Hua Yin has previously advanced certain non-interest bearing loans
denominated in Chinese renminbi to the Company (as further specified in Schedule
A attached hereto) in the aggregate principal amount equal to $21,287,493 (the
“Loans”), of which $3,000,000 is payable in May 2009, and the remaining
$18,287,493 is payable no earlier than January 2011;

     

    WHEREAS,
China Finance Shenzhen Hua Yin and the Company have reached a mutual agreement
that in lieu of repayment of the Loans, the Company shall issue an aggregate of
21,000,000 shares (the “Shares”) of the Company’s common stock, par value
$0.0005 per share (the “Common Stock”), in full satisfaction of all amounts due
and owing under the Loans; and

     

    WHEREAS,
China Finance and Shenzhen Hua Yin have advised the Company that it has
transferred, or will transfer all of its right, title and interest in the Loans
to three non-affiliate companies  of China Finance and Shenzhen Hua
Yin: Top King, Billion Gold and Topgood, in the aggregate;

     

    NOW,
THEREFORE, in consideration of the mutual agreements contained herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound hereby, the parties hereto agree
as follows:

     

    
      	
              1.

            	
              Repayment of the
      Loans.  The parties hereto agree that in full payment and
      satisfaction of the Loans and in lieu of repayment in cash of the Loans,
      the Loans shall be converted into 21,000,000 shares of Common
      Stock.  Upon written confirmation from China Finance and
      Shenzhen Hua Yin of the transfer of the Loans to the Holders, the Company
      shall issue to each of Top King, Billion Gold and Topgood such number of
      the Shares as set forth opposite such Holder’s name on Schedule B
      attached hereto.  Upon the issuance of the Shares, the Loans
      shall be deemed paid in full and shall be forthwith
    cancelled.

            


    

     

    
      	
              2.

            	
              Investment
      Representations.  Each of Top King, Billion Gold and
      Topgood, severally and not jointly, make the following representations to
      the Company with respect to the acquisition of the
  Shares:

            


    

     

    


    (a)           Each
Holder is (i) either  an “accredited investor,” as that term is
defined in Regulation D under the Securities Act of 1933, as amended (the
“Securities Act”),or is a “non-U.S.Person,” as that term in defined in
Regulation S under the Securities Act ; (ii) has such knowledge, skill and
experience in business and financial matters, based on actual participation, and
is capable of evaluating the merits and risks of an investment in the Company
and the suitability thereof as an investment for the Holder; (iii) has received
such documents and information as it has requested and has had an opportunity to
ask questions of representatives of the Company concerning the terms and
conditions of the investment proposed herein, and such questions were answered
to the satisfaction of Holder; and (iv) is in a financial position to hold the
Shares for an indefinite time and is able to bear the economic risk and
withstand a complete loss of its investment in the Company.

     

    (b)           Each
Holder is not required to be registered as a broker-dealer under Section 15 of
the Exchange Act and such Purchaser is not a broker-dealer.

     

    (c)           Each
Holder is acquiring the Shares for investment for its own account and not with a
view to, or for resale in connection with, any distribution
thereof.

     

    (d)           Each
Holder understands that the Shares have not been registered under applicable
state or federal securities laws, and is acquiring the Shares pursuant to an
exemption from the registration requirements of the Securities
Act.  The Holder further understands that the Company has no
obligation to register the Shares under the Securities Act at any
time.

     

    (e)           Each
holder understand the Shares must be held indefinitely unless such Shares are
registered under the Securities Act or an exemption from registration is
available. Each such Holder acknowledges that it is familiar with Rule 144 of
the rules and regulations, as amended, of the Securities and Exchange
Commission, , promulgated pursuant to the Securities Act (“Rule
144”).

     

    (f)           Each
Holder understands that the Shares are being offered and sold in reliance on a
transactional exemption from the registration requirement of Federal and state
securities laws and the Company is relying upon the truth and accuracy of the
representations, warranties, agreements, acknowledgments and understandings of
such Holder set forth herein in order to determine the applicability of such
exemptions and the suitability of such Holder to acquire the
Shares.

     

    (g)           Each
Holder understands that the stock certificates evidencing the Shares shall be
stamped or otherwise imprinted with a legend substantially in the following form
(in addition to any legend required by applicable state securities or “blue sky”
laws:

     

    “THESE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR THE COMPANY SHALL HAVE RECEIVED AN OPINION OF COUNSEL
THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                3.

              	
                Restrictions on the
      Transfer of the Shares: Each of Top King, Billion Gold and Topgood
      shall retain all rights of ownership in the Securities, including, without
      limitation, voting rights and the right to receive any dividends that may
      be declared in respect
thereof.

              


      

    

     

    
      	
              4.

            	
              Miscellaneous.

            


    

     

    a.      Entire
Agreements.  This Agreement contains the entire understanding
and agreement of the parties with respect to the matters covered hereby and,
supersedes all prior agreements, memorandums of cooperation or understanding
with respect to the Loans advanced to the Company and the subject matter covered
hereby, whether oral or in writing entered into by the Company, Shenzhen Hua Yin
and/or its affiliates, all of which are merged herein. .

     

    b.      Successors and
Assigns.  This Amendment shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.

     

    c.      No Third Party
Beneficiaries. This Agreement is intended for the benefit of the parties
hereto and their respective permitted successors and assigns and is not for the
benefit of, nor may any provision hereof be enforced by, any other
person.

     

    d.      Governing
Law.  This Agreement and the rights and obligation of the
parties hereunder shall be construed in accordance with and governed by the law
of the State of New York, without regard to conflict of relevant laws
principles.

     

    e.      Counterparts.  This
Amendment may be executed simultaneously in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

     

    
      
        
        

      

      
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    SCHEDULE
A

     

    Statement

    


    Shouguang
City Haoyuan Chemical Company Limited, a subsidiary of Gulf Resources, Inc
borrowed $21,287,493 from our company. The borrowing dates are listed as
below:

    


    1. April
2, 2007: RMB15, 000,000

    


    2. May
15, 2007: RMB 20, 000,000

    


    3. June
27, 2007: RMB 10,000,000

    


    4.
October 19, 2007: RMB 15,000,000

    


    5.
October 22, 2007: RMB 25,000,000

    


    6.
January 8, 2008: RMB 20,000,000

    


    7.
January 10, 2008: RMB 20,000,000

    


    8.
February 14, 2008: $3,000,000

    


    Our
company represents hereby that the foregoing loans are as a part of the prepaid
investments. Shouguang City Haoyuan Chemical Company Limited is not required to
repay the loans in a short period, nor is it required to pay interests
associated with the loans.

     

    Shenzhen
Hua Yin Guaranty and Investment Limited Liability Corporation

    


    January
19, 2008

    


    (Sealed
by Company Chop of

    Shenzhen
Hua Yin Guaranty

                                                        and
Investment Limited Liability Corporation)

     

    
      
        
        

      

      
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    SCHEDULE
B

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            Holder Name and Address

                                            for Delivery of Shares

                                          	
                                            Loan Amount

                                          	
                                            Number of Shares Issuable

                                          	
                                            Tax-ID Number

                                            (if applicable)

                                          
	 
      	 
      	 
      	 
      
	
                                            TOP
      KING GROUP LIMITED

                                             

                                            Attn:
      Xia Yang

                                            No.1187-17
      Huangshi Road, Huangshigang, Huangshigang District, Huangshan
      City,

                                            Hubei
      Province, China

                                          	
                                            $6,000,000

                                          	
                                            6,000,000

                                          	
                                            N/A

                                          
	
                                            BILLION
      GOLD GROUP LIMITED

                                             

                                            Attn:
      Xiyou Xu

                                            No.41,
      Huajia Thorpe, Fenghuang Village , Tingzu Township, Echeng District, Ezhou
      City, Hubei Province, China

                                          	
                                            $8,000,000

                                          	
                                            8,000,000

                                          	
                                            N/A

                                          
	
                                            TOPGOOD
      INTERNATIONAL LIMITED

                                             

                                            Attn:
      Lixian Xu

                                            No.48,
      Huajia Thorpe, Fenghuang Village , Tingzu Township, Echeng District, Ezhou
      City, Hubei Province, China

                                          	
                                            $7,000,000

                                          	
                                            7,000,000

                                          	
                                            N/A

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    


    
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