[EXPLANATORY NOTE There are no changes to the financial statements filed with the 2014 Annual Report. Additionally, except as specifically referenced herein, this Amendment No. 2 does not reflect any event occurring after March 13, 2014, the filing date of the 2014 Annual Report. Unless otherwise indicated herein, each capitalized term used and not defined herein shall have the meaning] [State of Delaware Secretary of State Division of Corporations Delivered 11:05 AM 09/06/2013 Filed 10:55 AM 09/06/2013 SRV 131060952 - 2188890 FILE CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF GULF RESOURCES, INC. Company Gulf Resources, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware] [Certification of Chief Executive Officer I, Xiaobin Liu, certify that: 1. I have reviewed this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2014 of Gulf Resources, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the] [Certification of Chief Financial Officer I, Min Li, certify that: 1. I have reviewed this Annual Report on Form 10-K/A for the fiscal year ended December 31, 2014 of Gulf Resources, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the] [18 U.S.C. SECTION 1350 AND EXCHANGE ACT RULES 13a-14(b) AND 15d-14(b) (Section 906 of the Sarbanes-Oxley Act of 2002) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of the operation of the Company. Dated: June 16, 2015 Xiaobin Liu Chief Executive Officer and President Dated: June 16, 2015 Min Li] [Page 2 Item 1A. Risk Factors, page 10 If we do not pass the review and approval for renewing our bromine . . ., page 11 3. In response to the Staff’s comment, this section has been revised. Please refer to page 9 of the 10-K/A. Note 10-Equity, page F-18 4. See]

[CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-177835 dated November 9, 2011) of Gulf Resources, Inc. and in the related Prospectus included therein, of our report dated April 14, 2015, with respect to the financial statements of Shouguang City Rongyuan Chemical Co, Ltd. included in] [SHOUGUANG CITY RONGYUAN CHEMICAL CO, LTD. FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 CONTENTS Pages F-1 Balance sheets F-2 Statements of income and comprehensive income F-3 Statement of stockholders' equity F-4 Statements of cash flows F-5 Notes to financial statements F6-F10 GULF RESOURCES, INC. AND SUBSIDIARIES PRO FORMA CONSOLIDATED FINANCIAL INFORMATION CONTENTS Pages Unaudited Pro Forma Consolidated Financial Information F-11] [+86 (536) 567-0008 o o o o Item 2.01 Completion of Acquisition or Disposition of Assets. On February 5, 2015, Gulf Resources, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Initial 8-K”) to report the completion of its acquisition, through a wholly-owned subsidiary, of Shouguang City Rongyuan Chemical Co, Ltd. (“SCRC”). This amendment to the Initial 8-K]