Exhibit 4.1


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES 


REGISTERED PURSUANT TO SECTION 12 OF
THE 


SECURITIES EXCHANGE ACT OF 1934 


 


General


 


Gulf Resources, Inc. has one class of securities, common stock,
registered under Section 12 of the Securities Exchange Act of 1934, as amended. The following is a summary of all material
characteristics of our common stock as set forth in our articles of incorporation and bylaws. The summary does not purport to be
complete and is qualified in its entirety by reference to our articles of incorporation and bylaws, all of which are incorporated
by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part, and to the provisions of the
Nevada Revised Statutes.


 


As of April 14, 2020, our authorized capital stock consists
of 80,000,000 shares of common stock, par value $0.0005 per share, of which 9,517,427 shares are issued and outstanding,
and 1,000,000 shares of preferred stock, par value $0.001 per share, of which none are outstanding.


 


Common Stock


 


The holders of our common stock are entitled to one vote for
each share held of record. The affirmative vote of a majority of shares present in person or represented by proxy at a meeting
of stockholders that commences with a lawful quorum is sufficient for approval of matters upon which stockholders may vote, including
questions presented for approval or ratification at the annual meeting. Our common stock does not carry cumulative voting rights,
and holders of more than 50% of our common stock have the power to elect all directors and, as a practical matter, to control our
company. Holders of our common stock are not entitled to preemptive rights, and our common stock may only be redeemed at our election.


 


After the satisfaction of requirements with respect to preferential
dividends, if any, holders of our common stock are entitled to receive, pro rata, dividends when and as declared by our board of
directors out of funds legally available therefore. Upon our liquidation, dissolution or winding-up, after distribution in full
of the preferential amount, if any, to be distributed to holders of the preferred stock, holders of our common stock are entitled
to share ratably in our assets legally available for distribution to our stockholders. All outstanding shares of common stock are
fully paid and non-assessable.


 


Our common stock is listed on The NASDAQ Global Select Market
under the symbol “GURE.” The transfer agent and registrar for our common stock is American Stock Transfer & Trust
Company.


 


Preferred Stock


 


Our board of directors is authorized to issue up to the total
of 1,000,000 shares of preferred stock, which includes without any further action by the stockholders. Our board of directors may
also divide the shares of preferred stock into series and fix and determine the relative rights and preferences of the preferred
stock, such as the designation of series and the number of shares constituting such series, dividend rights, redemption and sinking
fund provisions, liquidation and dissolution preferences, conversion or exchange rights and voting rights, if any. Issuance of
preferred stock by our board of directors will result in such shares having dividend and/or liquidation preferences senior to the
rights of the holders of our common stock and could dilute the voting rights of the holders of our common stock.