Shitong Jiang
About Shitong Jiang
Independent director of Gulf Resources, Inc. since April 23, 2008; age 57; Chief of the Shouguang City Audit Bureau (Shandong Province) with career-long auditing roles (Auditing Officer, Audit Section Deputy Chief); educated at Shandong Financial Institution (1987–1990). Recognized as the Board’s Audit Committee Financial Expert; chairs both the Audit Committee and the Nominating & Corporate Governance Committee; member of the Compensation Committee; determined independent under Nasdaq Rule 5605 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shouguang City Audit Bureau (PRC) | Chief; prior Auditing Officer and Audit Section Deputy Chief | With bureau since 1990 | Extensive audit oversight experience relevant to Audit Committee Financial Expert role |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Shouguang City Audit Bureau (PRC) | Chief | Since 1990 | Government audit supervision; no other public company directorships disclosed |
Board Governance
- Board meetings: 3 (2023), 4 (2024); no director attended fewer than 75% of Board/committee meetings in those years .
- CEO also serves as Chair; no Lead Independent Director; independent directors coordinate executive sessions collaboratively .
- Independence: Board determined Jiang is independent under Nasdaq rules; all Audit, Compensation, and Nominating committee members are independent .
| Committee | Membership | Chair Role | Notes |
|---|---|---|---|
| Audit | Member | Chair; Audit Committee Financial Expert | Oversees audit scope, internal controls; committee met 4x (2023) and 4x (2024) |
| Compensation | Member | — | Committee met 1x (2023) and 1x (2024) |
| Nominating & Corporate Governance | Member | Chair | Committee met 1x (2023) and 1x (2024); considers security holder nominees |
2025 Annual Meeting – Director Election Vote
| Nominee | For | Withheld | Broker Non-Votes |
|---|---|---|---|
| Shitong Jiang | 6,135,301 | 960,230 | 3,064,852 |
Fixed Compensation
- Policy: Independent directors receive annual restricted common stock grants; no cash compensation (no retainer, meeting or committee fees) .
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Cash fees ($) | $0 | $0 |
| Annual equity grant (restricted shares) | 1,000 shares (policy); Jiang’s stock award recognized $1,530 | 1,000 shares (policy; value not disclosed in table) |
Performance Compensation
- Not applicable for non-employee directors; no performance metrics disclosed for director equity grants (restricted stock contingent on continued service) .
Other Directorships & Interlocks
| Category | Disclosed Items |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Committee roles at other companies | None disclosed |
| Private/non-profit/academic boards | None disclosed |
Expertise & Qualifications
- Audit expertise: Designated Audit Committee Financial Expert; chairs Audit Committee .
- Governance: Chairs Nominating & Corporate Governance Committee; active in director selection and board effectiveness processes .
- Education: Shandong Financial Institution (1987–1990) .
Equity Ownership
| Metric | Oct 31, 2024 | Jul 15, 2025 |
|---|---|---|
| Shares owned | 4,000 | 6,000 |
| % of class | <1% (*) | <1% (*) |
| Shares outstanding (context) | 10,726,924 | 13,346,618 |
Insider Trades
| Year | Form 4 Transactions | Section 16(a) Compliance |
|---|---|---|
| 2023 | None reported in proxy | All required reports filed timely |
| 2024 | None reported in proxy | All required reports filed timely |
Governance Assessment
-
Strengths
- Deep audit background; designated Audit Committee Financial Expert; chairs Audit Committee and Nominating, bolstering financial reporting oversight and board refresh processes .
- Independence confirmed under Nasdaq rules; all relevant committees composed of independent directors .
- Director compensation fully equity-based with no cash fees, aligning director incentives with shareholders .
- Robust shareholder support for his re-election in 2025 (6.14M for; relatively low withholds) and advisory approval of executive pay (6.11M for) indicating overall investor confidence in governance .
-
Considerations
- Combined CEO/Chair role and lack of Lead Independent Director reduce independent counterbalance; places more weight on committee chairs like Jiang to maintain oversight .
- Company-level listing compliance issues and reverse split may increase the importance of rigorous audit and governance oversight; Jiang’s committee leadership is pivotal amid these events .
- Related-party transactions exist at the company (e.g., property management services tied to former chairman’s entity; material amounts due to related parties), though none are attributed to Jiang; continued vigilant audit committee review warranted .
-
RED FLAGS
- Combined CEO/Chair; no Lead Independent Director .
- Ongoing Nasdaq listing/process risk context despite recent bid-price compliance; trading suspension noted in Nov 2025 update .