UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.         )

Check the appropriate box:

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

                                                _____________________________________________

To Our Stockholders:

Notice is hereby given that an Annual Meeting of Stockholders (the “Annual Meeting”) of Blue Dolphin Energy Company, a Delaware corporation (referred to herein as “Blue Dolphin,” “we,” “us” and “our”), will be held on Wednesday, June 22, 202221, 2023 at 10:00 a.m. Central Time at Blue Dolphin’s principal office located at 801 Travis Street, 21^st Floor, Houston, Texas 77002.  At the Annual Meeting, stockholders will consider proposals to:

Additional information regarding the Annual Meeting is set forth in the accompanying proxy statement.  Our Board of Directors (the “Board”) has specified the close of business on April 25, 202226, 2023 as the record date (“Record Date”) for the purpose of determining the stockholders who are entitled to receive notice of, and to vote at, the Annual Meeting.  Only stockholders of record at the close of business on the Record Date are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof.

Regardless of whether you plan to attend the Annual Meeting in person, we request that you vote your shares of Blue Dolphin common stock at your earliest convenience in order to ensure that your shares of Blue Dolphin common stock will be represented at the Annual Meeting. Depending on how you hold your shares of Blue Dolphin common stock, options to cast your ballot include the Internet, telephone, fax, or mail.  If you have Internet access, we recommend that you record your vote via the Internet.

BLUE DOLPHIN ENERGY COMPANY

April 28, 2022

May 5, 2023

Fellow Stockholders:Shareholders:

DuringAgainst a yearbackdrop of continued global healthserious economic and economicgeopolitical challenges, we continued to make progress towards improving our overall businessachieved phenomenal success in 2022.  While disconcerting, events like the war in Ukraine and identifying ways to improve shareholder valueglobal hyperinflation demonstrate the vital role that energy plays in an evolving sustainable environment.the world economy.

Business RecoveryRecord-Setting Financial Performance

AsI am immensely proud to report that we achieved record-setting financial performance last year.  For the global economy began to rebound with the availabilitytwelve months ended December 31, 2022, Blue Dolphin reported gross profit of COVID-19 vaccines, we effectively managed our business operations to navigate market fluctuations.  We concentrated on protecting our personnel by providing timely information$46.1 million and promoting vaccines as they became available, which allowed the Nixon facility to continue to operate.  We also focused on optimizing receivables and payables by prioritizing payments, optimizing inventory levels based on demand, and controlling discretionary spending. These austerity measures, combined with maintenance and repair activities, gave rise to improved refinery throughput, production, and sales during 2021.

During 2021 we made considerable progress in bolstering liquidity through additional financing. We successfully secured $10.5net income of $32.9 million, or $2.34 per share.  This represented an increase of $45.2 million in working capital through the Small Business Administration’s (SBA’s) Economic Injury Disaster Loangross profit and the U.S. Department of Agriculture’s CARES Act loan programs.  In February 2022, we also secured an additional $1.5$45.7 million in working capital through modification of one ofnet income, or $3.35 per share, compared to the earlier SBA loans. We will continue to actively explore additional financing to meet working capital needssame period in 2021.  Increased profitability was primarily driven by favorable refining margins and refinance and restructure debt.increased product demand during the post-pandemic recovery.

Renewable EnergyRecognized Stock Performance

WithBlue Dolphin was named to the 2023 OTCQX® Best 50, a world that is rapidly embracing sustainability, we must keep pace.  In March 2021, we announced plans to leverage our existing infrastructure to establish adjacent linesranking of business, capture growing market opportunities, and capitalizetop performing companies traded on the OTCQX Best Market in 2022. The annual ranking is calculated based on an equal weighting of one-year total return and average daily dollar volume growth in the previous calendar year. Blue Dolphin ranked fourth among eligible companies. For the complete 2023 OTCQX Best 50 ranking information, please visit https://www.otcmarkets.com/stock/OTCM/news/OTC-Markets-Group-Announces-the-2023-OTCQX-Best-50?id=386707.

Blue Dolphin’s strong 2022 performance and results put us in a considerably more favorable financial position. Over the coming year, we plan to further strengthen our capital structure through the refinancing of renewable energy.  During 2021, we explored several potential commercial partnershipscertain of our debt. We will also continue to focus on safely executing operational excellence initiatives and projects as vehicles to expand our corporate strategy intogaining traction in the renewable fuels space and we will continue these efforts throughout 2022.other profitable opportunities.

Our progresssuccess in a tough economic climate2022 would not have been possible without the dedication and determination of our people.  Their immense dedication enables us to deliver on our commitment to excellence, and I am extremely grateful for theirthese efforts.  I am also thankful to you,appreciate all of our shareholders for continuing to place yourtheir continued trust in us.

and support.

Jonathan P. Carroll Chairman of the Board, Chief Executive Officer and President

801 Travis Street, Suite 2100, Houston, Texas 77002

Phone (713) 568-4725 · Fax (713) 227-7626 · www.blue-dolphin-energy.com

TABLE OF CONTENTS

General

This proxy statement and accompanying notice and proxy form are being furnished to the stockholders of Blue Dolphin Energy Company (referred to herein as “Blue Dolphin,” “we,” “us” and “our”) in connection with the solicitation of proxies by Blue Dolphin’s Board of Directors (the “Board”) for use at the Annual Meeting of Stockholders (the “Annual Meeting”) and any adjournment or postponement thereof.

Date, Time, and Place

The Annual Meeting will be held on Wednesday, June 22, 202221, 2023 at 10:00 a.m. Central Time at Blue Dolphin’s principal office, which is located at 801 Travis Street, 21^st Floor, Houston, Texas 77002.

Purpose

At the Annual Meeting, stockholders are being asked to consider and vote upon proposals to:

Record Date; Who Is Entitled to Vote

The Board has fixed the close of business on April 25, 202226, 2023 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.  A list of registered stockholders entitled to vote at the Annual Meeting will be open for examination by any stockholder during normal business hours for a period of ten (10) days prior to the Annual Meeting at our principal office, which is located at 801 Travis Street, 21^st Floor, Houston, Texas 77002.  On the Record Date, there were 12,693,51414,921,968 shares of our common stock, par value $0.01 per share (the “Common Stock”), issued and outstanding. Stockholders are entitled to one (1) vote per share of Common Stock held on the Record Date on each matter presented at the Annual Meeting.

Material Delivery

This proxy statement, along with its accompanying notice and proxy form, are first being mailed to stockholders on or about May 9, 2022.2023. Our Form 10-K for the fiscal year ended December 31, 20212022 (the “Annual Report”), which has been incorporated by reference, is being mailed with this proxy statement.

Quorum

The holders of a majority of theshares of Common Stock entitled to vote at the Annual Meeting and represented in person or by proxy shall constitute a quorum at the Annual Meeting for the transaction of business.

Abstentions and Broker Non-Votes

Abstentions – If a stockholder abstains from voting on a proposal, the shares are considered present and entitled to vote at the Annual Meeting. Therefore, abstentions will count toward determining whether or not a quorum is present. Under Delaware law, a proxy marked “abstain” is not considered a vote cast.  Accordingly, an abstention will have no effect on the proposal regarding the election of directors, as the nominees are elected by a plurality of the votes cast.  Abstentions on proposals that require the affirmative vote of a majority of the shares entitled to vote and represented at the Annual Meeting, in person or by proxy, will, in effect, be a vote against such matter.

Broker Non-Votes – Broker non-votes occur when brokers, banks, or other nominees that hold shares on behalf of beneficial (“street name”) stockholders do not receive voting instructions from the beneficial stockholders prior to the Annual Meeting and do not have discretionary voting authority to vote those shares.  Broker non-votes are considered present and entitled to vote at the Annual Meeting. Therefore, broker non-votes will count toward determining whether or not a quorum is present.  However, brokers are prohibited from voting shares of Common Stock for which they have not received instructions on non-routine matters, including the election of directors.

Votes Required for Approval

With the exception of the election of directors, our By-Laws, as amended and restated (the “By-Laws”), require an affirmative vote of a majority of the votes cast by the stockholders present, either in person or by proxy, and entitled to vote at the Annual Meeting for the proposal to be approved. The votes required for approval, and the impact of abstentions and broker non-votes for each proposal stockholders are being asked to consider and vote upon are as follows:

Proposal (1) — Election of Directors:  You may vote “FOR” any one, or all, of the nominees, or withhold your vote for any one or more of the nominees. As the nominees are elected by a plurality of the votes cast, withheld votes and abstentions will not affect the outcome of this proposal. This proposal is considered a non-routine matter and brokers will not have discretionary authority to vote shares for which they have not received instructions;

Proposal (2) – Advisory Say on Pay Vote: You may vote “FOR” or “AGAINST” or abstain from voting.  The affirmative vote of the holders of a majority of the shares of Common Stock entitled to vote and represented at the Annual Meeting, in person or by proxy, is required to approve the advisory proposal concerning the compensation of our named executive officers. This proposal is considered a non-routine matter and brokers will not have discretionary authority to vote shares for which they have not received instructions; and

Proposal (2)(3) – Ratification of Independent Registered Public Accounting Firm:  You may vote “FOR” or “AGAINST” or abstain from voting.  The affirmative vote of the holders of a majority of the shares of Common Stock entitled to vote and represented at the Annual Meeting, in person or by proxy, is required to approve the ratification of UHY as our independent registered public accountants for the fiscal year ending December 31, 2022.2023.  Under applicable SECSecurities and Exchange Commission (“SEC”) rules, this proposal is considered a routine matter and brokers will have the discretionary authority to vote shares of Common Stock for which they have not received instructions.

Voting Your Shares

All shares of Common Stock represented at the Annual Meeting by properly executed proxies will be voted in accordance with the instructions indicated on the proxies.  If no instructions are indicated with respect to any shares for which properly executed proxies have been received, such proxies will be voted “FOR” Proposal Nos. (1), (2), and (2)(3).

Revoking Your Proxy

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted.  Proxies may be revoked pursuant to the following actions:

A written notice of revocation should be sent by email to investor.relations@blue-dolphin.com.investor.relations@blue-dolphin.com.  Depending on how you hold your shares, you can submit a proxy of a later date via the Internet, by telephone, by fax, or by mail.

Where to Direct Questions

To assist you with casting your vote, we have attempted to answer key questions you may have as a stockholder related to the proposals you are being asked to consider.  Please review the frequently asked questions (FAQs) section, which is included as part of this proxy statement.  If you have any additional questions, please contact Investor Relations at investor.relations@blue-dolphin.com.investor.relations@blue-dolphin.com.

Reimbursement of Solicitation Expenses

Blue Dolphin will bear all costs of this solicitation. Proxies will be solicited primarily by mail but may also be solicited by telephone or other electronic means by directors, officers, and employees of Blue Dolphin in the ordinary course of business, for which they will not receive additional compensation.  Blue Dolphin has requested that brokers, nominees, fiduciaries, and other custodians send proxy materials to the beneficial owners of Common Stock, for which Blue Dolphin will reimburse them for their reasonable out-of-pocket expenses.

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The FAQs presented in this section are to assist you in understanding the proposals you are being asked to vote upon for the Annual Meeting.  The items addressed may not answer all questions that may be important to you as a stockholder.  For additional information, please refer to the more detailed discussion contained elsewhere in this proxy statement or contact Blue Dolphin, Investor Relations at (713) 568-4725.

Procedural Matters

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Director Nominees

The Board has affirmatively determined that each of Ryan A. Bailey, Amitav Misra, and Christopher T. Morris, each an outside director, is considered an “Independent Director” as such term is defined by OTCQX and SEC rules.  Jonathan P. Carroll, our Chief Executive Officer and President, and Herbert N. Whitney, are not independent directors.directors; Mr. Whitney serves as a consultant.  The independent members of the Board nominated Messrs. Bailey, Misra, Morris, Carroll, and Whitney to serve as directors until the next annual meeting of stockholders. See “Corporate Governance and Board Matters – Nominating Procedures” for more information. Each director that was nominated (each a “Director Nominee”) shall serve as a director until the next annual meeting of stockholders, or in each case until their successors have been duly elected and qualified, or until they resign or are removed.

Each Director Nominee has consented to being nominated and has expressed a willingness to serve if elected. The Board has no reason to believe that any of the Director Nominees will be unable or unwilling to serve if elected.  However, should any Director Nominee become unable or unwilling to serve as a director at the time of the Annual Meeting, the person or persons exercising the proxies will vote for the election of a substitute Director Nominee designated by the Board.

This table reflects, as of the Record Date: (i) each Director Nominee’s name, age, principal occupation, and directorships during the past five (5) years and (ii) their relevant knowledge and experience that led to their nomination to the Board:

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR”

THE ELECTION OF ALL OF THE DIRECTOR NOMINEES.

For additional information related to this matter, refer to Numbers 17 and 18 of the FAQs provided as part of this proxy statement.

As required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we seek a non-binding advisory vote from our stockholders to approve the compensation of our executives as described under “Compensation Discussion and Analysis” in this proxy statement. Say on Pay gives our stockholders the opportunity to express their views on our executive compensation. Because your vote is advisory, it will not be binding on the Board or the Compensation Committee. However, the Compensation Committee will consider the outcome of the vote when making future executive compensation decisions.  Accordingly, we ask our stockholders to vote on the following resolution at the Annual Meeting:

“RESOLVED, that the stockholders of Blue Dolphin Energy Company approve, on an advisory basis, the compensation of the named executive officers as disclosed in our proxy statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, the compensation table, and any related material disclosed therein.”

The Say on Pay vote is non-binding on the Board and the Compensation Committee. However, the Board values the opinions of our stockholders as expressed through their votes and other communications with us, and the Board and the Compensation Committee will consider the outcome of the Say on Pay vote when making future executive compensation decisions.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS

A VOTE “FOR” SAY ON PAY.

(3) RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

For additional information related to this matter, refer to Numbers 19 and 20 of the FAQs provided as part of this proxy statement.

For purposes of determining whether to select UHY as our independent registered public accounting firm to perform the audit of our consolidated financial statements for the fiscal year ending December 31, 2022,2023, the Audit Committee conducted a thorough review of UHY’s performance. The Audit Committee considered:

UHY has acted as our principal independent registered public accounting firm since 2002. We are asking our stockholders to ratify the selection of UHY as our independent registered public accounting firm for the fiscal year ended December 31, 2022.2023. Although ratification is not required by our By-Laws or otherwise, the Board is submitting the selection of UHY to our stockholders for ratification as a matter of good corporate practice. If the selection is not ratified, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Blue Dolphin and our stockholders.

A representative of UHY is expected to be available during the Annual Meeting, with the opportunity to make a statement if he or she decides to do so, and will respond to appropriate questions.

This table shows fees paid to UHY during the periods indicated:

Amounts billed but unpaid during 2022 and 2021 totaled $55,000 and 2020 totaled $107,500, and $100,000, respectively.  Audit fees for 20212022 and 20202021 related to the audit of our consolidated financial statements and the review of our quarterly reports that are filed with the SEC. The Audit Committee must pre-approve all audit and non-audit services provided to us by our independent registered public accounting firm.

Recommendation

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION

OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

At the date of this proxy statement, the Board was not aware of any matter to be acted upon at the Annual Meeting other than those matters set forth in Proposal Nos. (1), (2), and (2)(3) as described herein.  If other business comes before the Annual Meeting, the persons named on the proxy will vote the proxy in accordance with their best judgment.

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This table shows, as of the Record Date, the name and age of each executive officer, as well as their principal occupation during the past five (5) years:

Jonathan P. Carroll was appointed Chairman of the Board of Blue Dolphin in 2014, and he was appointed Chief Executive Officer, President, Assistant Treasurer and Secretary of Blue Dolphin in 2012. He has also served as Manager of LEH since 2006 and is its majority owner. Together, LEH and Jonathan Carroll own approximately 82%

Name		Position		Since		Age
Jonathan P. Carroll		Chief Executive Officer, President, Assistant Treasurer, and Secretary (Principal Executive Officer, Principal Financial Officer, and Principal Accounting Officer)		2012		61

Jonathan P. Carroll was appointed Chairman of the Board of Blue Dolphin in 2014, and he was appointed Chief Executive Officer, President, Assistant Treasurer and Secretary of Blue Dolphin in 2012. He has also served as Manager of LEH since 2006 and is its majority owner. Together, LEH and Jonathan Carroll owned approximately 83% of Blue Dolphin’s Common Stock as of the Record Date.  Before founding LEH, Mr. Carroll was a private investor focused on direct debt and equity investments, primarily in distressed assets. Since 2004, he has served on the Board of Trustees of Salient Fund Group, and has served on the compliance, audit, and nominating committees of several of Salient’s private and public closed-end and mutual funds. Mr. Carroll was a private investor focused on direct debt and equity investments, primarily in distressed assets.  He previously served on the Board of Trustees of the Salient Fund Group from 2004 to 2022, and served on the compliance, audit, and nominating committees of several of Salient’s private and public closed-end and mutual funds at various times within that period.  Mr. Carroll also previously served on the Board of Directors of the General Partner of LRR Energy, L.P. (NYSE: LRE) from January 2014 until its merger with Vanguard Natural Resources, LLC in October 2015.  He earned a Bachelor of Arts degree in Human Biology and a Bachelor of Arts degree in Economics from Stanford University, and he completed a Directed Reading in Economics at Oxford University. Remainder of Page Intentionally Left Blank   15 Table of Contents   CORPORATE GOVERNANCE AND BOARD MATTERS     Board   The Board consists of Messrs. Carroll, Bailey, Misra, Morris, and Whitney, with Mr. Carroll serving as Chairman. During 2021,2022, the Board met three (3) timesonce and acted by written consent once.  All directors participated in the meetings and acted by written consent. The Board has two standing committees, the Audit Committee, and the Compensation Committee.   Audit Committee   The Audit Committee consists of Messrs. Morris, Bailey, and Misra, with Mr. Morris serving as Chairman.  During 2021,2022, the Audit Committee met four (4) times. The Board has affirmatively determined that all members of the Audit Committee are independent under OTCQX and SEC rules and that each of Messrs. Morris and Bailey qualifies as an Audit Committee Financial Expert. The Audit Committee’s duties include overseeing financial reporting and internal control functions. The Audit Committee’s written charter is available on our corporate website (http://www.blue-dolphin-energy.com).   Compensation Committee   The Compensation Committee consists of Messrs. Morris, Bailey, and Misra, with Mr. Morris serving as Chairman.  The Compensation Committee only meets by special meeting; the Compensation Committee did not meet during 2021.2022. The Board has affirmatively determined that all members of the Compensation Committee are independent under OTCQX rules. The Compensation Committee’s duties include setting and overseeing our compensation policies, as well as reviewing and recommending to the Board for its approval all compensation for the Chief Executive Officer, other senior executives, and directors.  The Compensation Committee’s written charter is available on our corporate website (http://www.blue-dolphin-energy.com). 12 Table of Contents   Nominating Procedures   Given the small size of the Board, the Board adopted a “Board Nomination Procedures” policy in lieu of appointing a standing nominating committee.  Using the “Board Nomination Procedures” policy, the Audit Committee, which is comprised of independent directors, uses the policy to perform in a similar function as a standing nominating committee. The policy is used by the independent directors when choosing nominees to stand for election. The Board will consider for possible nomination qualified nominees recommended by stockholders in accordance with Blue Dolphin’s Certificate of Incorporation. As addressed in the “Board Nomination Procedures” policy, the manner in which independent directors evaluate nominees for director as recommended by a stockholder is the same as that for nominees received from other sources.  See “Director Nomination and Stockholder Proposals by Stockholders for Annual Meeting of Stockholders” in this proxy statement for more information.   The Board endeavors to nominate qualified directors that will make important contributions to the Board and to Blue Dolphin. The Board generally requires that nominees be persons of sound ethical character, be able to represent all stockholders fairly, have demonstrated professional achievements, have meaningful experience, and have a general appreciation of the major business issues facing Blue Dolphin. The There have not been any material changes to the procedures by which shareholders may recommend nominees to the Board also considers issuessince the last annual meeting. Board Diversity Blue Dolphin does not maintain a formal diversity policy for Board membership. However, the Board believes that the directors, considered as a group, should provide a mix of diversity and background in its selection process, recognizing that it is desirable for its membership to have differences inbackgrounds, knowledge, viewpoints, professional experiences, educational backgrounds, skills, race, gender, age,experience, and national origin.age. Thus, our nominating procedures consider the extent to which the Board as a whole includes a mix of members that represent an appropriate diversity of background and experience. The following table presents our Board diversity statistics as of the Record Date. Board Diversity Matrix Total Number of Directors 5 Male Female Gender Identity 5 -- African American or Black 3 -- Alaskan Native or Native American -- -- Asian 1 -- Hispanic or Latino -- -- Native Hawaiian or Pacific Islander -- -- White 1 --   Director Attendance at Annual Meeting   Given the small size of the Board, director attendance at our annual meeting of stockholders is encouraged but not required.  Generally, Mr. Carroll is the only director that attends the annual meeting of stockholders.   16 Table of Contents Leadership Structure   Blue Dolphin is led by Mr. Carroll, who has served as Chairman of the Board since 2014 and as our Chief Executive Officer and President since 2012.  Having a single company leader for the Company is commonly utilized by other public companies in the United States, and we believe it is effective for Blue Dolphin as well. This leadership structure demonstrates to our personnel, customers, and stockholders that we are under strong leadership, with a single person setting the tone and having primary responsibility for managing our operations, and eliminates the potential for confusion or duplication of efforts. We do not believe that appointing an independent Board chairman, or a permanent lead director, would improve upon the performance of the Board. 13 Table of Contents   Risk Oversight   Our Board is involved in overseeing Blue Dolphin’s risk management. The two standing Board committees provide appropriate risk oversight. The Audit Committee oversees the accounting and financial reporting processes, as well as compliance, internal control, legal, and risk matters. The Compensation Committee oversees compensation policies, including the approval of compensation for directors and management. We believe that the processes established to report and monitor systems for material risks applicable to us are appropriate and effective.   Code of Ethics and Code of Conduct   In compliance with the Sarbanes-Oxley Act of 2002, the Board adopted a code of ethics policy and a code of conduct policy.  The Audit Committee established procedures to enable anyone who has a concern about our conduct, policies, accounting, internal control over financial reporting, and/or auditing matters to communicate that concern directly to the Chairman of the Audit Committee. Our code of ethics and code of conduct policies are available on our website (http://www.blue-dolphin-energy.com).  Any amendments or waivers to provisions of our code of ethics or code of conduct will be disclosed on Form 8-K as filed with the SEC and/or posted on our website.   Communicating with Directors   As the Board does not receive a large volume of correspondence from stockholders, at this time, there is no formal process by which stockholders can communicate with the Board. Instead, any stockholder who desires to contact the Board or specific members of the Board may do so by writing to: Blue Dolphin Energy Company, Attention: Secretary for the Board, 801 Travis Street, Suite 2100, Houston, Texas 77002. Currently, all communications addressed in such manner are sent directly to the indicated directors. In the future, if the Board adopts a formal process for determining how communications are to be relayed to directors, that process will be disclosed on Form 8-K as filed with the SEC and/or posted on our website (http://www.blue-dolphin-energy.com).   17 Table of Contents   AUDIT COMMITTEE REPORT     The duties and responsibilities of the Audit Committee are set forth in a written charter adopted by the Board.  The Audit Committee is comprised solely of independent directors who have the requisite financial experience and expertise and meet the requirements of OTCQX rules and SEC Rule 10A-3. The Audit Committee reviews and reassesses its written charter annually and recommends any changes to the Board for approval.  In addition, the Audit Committee periodically reviews relevant requirements of the Sarbanes-Oxley Act of 2002, as well as proposed and adopted rules of the SEC regarding Audit Committee procedures and responsibilities to ensure compliance.  The Audit Committee charter is available on our website (http://www.blue-dolphin-energy.com).   The Audit Committee’s primary duties and responsibilities are to:     - assess the integrity of our financial reporting process and systems of internal control regarding accounting;   - assess the independence and performance of our independent registered public accounting firm; and   - provide an avenue of communication between our independent registered public accounting firm, management, and the Board.   For the fiscal year ended December 31, 2021,2022, management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with accounting principles generally accepted by the United States of America.  Management concluded that our internal controls over financial reporting were effective at December 31, 2021.2022. 14 Table of Contents   As a smaller reporting company, we are not required to have an audit of our internal control over financial reporting.  However, UHY’s audit as of December 31, 2021,2022, included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances.for our operations and structure.  The Audit Committee reviewed and discussed with management and UHY our audited consolidated financial statements and our internal control over financial reporting for the fiscal year ended December 31, 2021.2022.   Pursuant to Public Company Accounting Oversight Board (“PCAOB”) guidance, UHY:     - communicates to the Audit Committee its responsibilities in relation to the audit and establishes an understanding of the terms of the audit engagement with the audit committee;   - obtains information from the Audit Committee relevant to the audit;   - communicates to the Audit Committee an overview of the overall audit strategy and timing of the audit; and   - provides the Audit Committee with timely observations arising from the audit that are significant to the financial reporting process.   With regard to determining UHY’s performance and independence for the fiscal year ended December 31, 2021,2022, the Audit Committee reviewed:   Performance   - UHY’s performance on previous audits, including the quality of the engagement team and the firm’s experience, client service, responsiveness, and technical expertise;   - UHY’s leadership, management structure, and client and employee retention;   - UHY’s financial strength and performance; and   - the appropriateness of fees charged by UHY.   Independence   - the relationships between UHY and Blue Dolphin, as well as any relationships between UHY and our management and directors;   - whether any relationship with or service provided by UHY: (i) creates a mutual or conflicting interest with us, (ii) places UHY in the position of auditing its own work, (iii) results in UHY acting as management or an employee of us, or (iv) places UHY in a position of being an advocate for us; and   - whether UHY provides any prohibited non-audit services to us.   The Audit Committee received the written disclosures and the letter from our independent registered public accounting firm as required by the Public Company Accounting Oversight BoardPCAOB Ethics and Independence Rule 3526, Communications with Audit Committees Concerning Independence.  Further, the Audit Committee discussed with UHY its performance and independence for the fiscal year ended December 31, 2021.2022.  Based on its findings, the Audit Committee determined that the services provided by UHY arewere satisfactory and UHY is independent. 18 Table of Contents   The Audit Committee holds a meeting at least quarterly in which management and UHY participate.  Following the Audit Committee meeting, independent members of the Board meet separately in an executive session with representatives from UHY.  As a result, an avenue of communication between UHY, management, and the Board is accomplished on a regular basis.   Based on discussions with management and UHY, as well as review of UHY’s report to the Audit Committee, the Audit Committee recommended to the Board that our audited consolidated financial statements for the fiscal year ended December 31, 2021,2022, be included in the Annual Report, as filed with the SEC.   The Audit Committee: Christopher T. Morris, Chairman Ryan A. Bailey Amitav Misra Remainder of Page Intentionally Left Blank     1915 Table of Contents     COMPENSATION DISCUSSION AND ANALYSIS     Executive Compensation Policy and Procedures   LEH operates and manages all Blue Dolphin assets pursuant to ana Second Amended and Restated Operating Agreement dated April 1, 20202023 (the “Amended“Second Amended and Restated Operating Agreement) between LEH, and Blue Dolphin, Lazarus Energy, LLC (“LE”), Lazarus Refining & Marketing, LLC (“LRM”), Nixon Product Storage, LLC (“NPS”), Blue Dolphin Pipe Line Company (“BDPL”), Blue Dolphin Petroleum Company (“BDPC”), and Blue Dolphin Services Co. (“BDSC”).  Services under the Second Amended and Restated Operating Agreement include personnel serving in a variety of capacities, including, but not limited to corporate executives.  All personnel work for and are paid by LEH.   Compensation for Named Executives   Jonathan Carroll is our only executive officer. As noted above under “Executive Compensation Policy and Procedures,” Mr. Carroll’s remuneration is provided by LEH under the Second Amended and Restated Operating Agreement.We do not provide any of his remuneration, but rather pay a management fee to LEH under the Second Amended and Restated Operating Agreement.  During the fiscal year ended December 31, 2022, we paid $0.7 million in operating fees to LEH under this agreement.  Also, as disclosed under “Related Party Transactions – Affiliate Agreements,” Mr. Carroll receives certain fees under various other affiliate agreements. 16 Table of Contents   Summary Compensation Table     Name and Principal Position Year Salary Total   Year Salary Total         (in thousands)                   Jonathan P. Carroll   20212022 $  - $ -   $ - $ - Chief Executive Officer and President   20202021 -   - -   - (Principal Executive Officer, Principal                   Financial Officer, and Principal                   Accounting Officer)                     Compensation Risk Assessment   LEH’s approach to compensation practices and policies applicable for executive and non-executive personnel throughout our organization is consistent with the base pay market median for each position. LEH believes its practices and policies in this regard are not reasonably likely to have a materialsmaterial adverse effect on us.   Outstanding Equity Awards   None.   Director Compensation Policy and Procedures   Although Jonathan Carroll is a director of Blue Dolphin, his services as Chief Executive Officer are provided under the Second Amended and Restated Operating Agreement (see above under “Executive Compensation Policy and Procedures.”) Therefore, we do not have any directors that are also employed by Blue Dolphin. The Compensation Committee reviews and recommends to the Board for its approval all compensation for the directors.     2017 Table of Contents   Compensation for Non-Employee Directors   Non-employee,For the fiscal year ended December 31, 2022, non-employee, independent directors receivereceived compensation in Common Stock and cash for their service on the Board in the amount of $40,000, per year. Compensation is earned in Common Stock and cash on a quarterly rotating basis, as follow:   Fair Market Value Period Services Rendered Payment Method $10,000 January 1 – March 31 (First Quarter) Common stock $10,000 April 1 – June 30 (Second Quarter) Cash $10,000 July 1 – September 30 (Third Quarter) Common stock $10,000 October 1 – December 31 (Fourth Quarter) Cash Fair Market Value     Period Services Rendered   Payment Method             $ 10,000     January 1 – March 31 (First Quarter)   Common stock $ 10,000     April 1 – June 30 (Second Quarter)   Cash $ 10,000     July 1 – September 30 (Third Quarter)   Common stock $ 10,000     October 1 – December 31 (Fourth Quarter)   Cash   For the first and third quarters, the number of shares of Common Stock to be issued iswas determined by the closing price of Blue Dolphin’s Common Stock on the last trading day in the respective quarterly period and such closing price iswas the cost basis for such issuance. The shares of Common Stock are subject to resale restrictions applicable to restricted securities and securities held by affiliates under federal securities laws.   Non-employee, independent directors also earnearned additional compensation for serving on the Audit Committee.  The chairman of the Audit Committee earnsearned an additional $2,500 in cash in each of the second and fourth quarters of the year, for a total of $5,000 annually.  Members of the Audit Committee earnearned an additional $1,250 in cash in each of the second and fourth quarters of the year, for a total of $2,500 annually. Non-employee, independent directors serving on the Compensation Committee dodid not earn any additional compensation for their service as directors.  Non-employee, independent directors arewere reimbursed for reasonable out-of-pocket expenses related to in-person meeting attendance. During periods when Blue Dolphin experiences working capital deficits, director compensation payments have been and may continue to be delayed. Unpaid cash fees are reflected within accrued expenses and other current liabilities on our consolidated balance sheets.   Accrued and Unpaid Non-Employee, Independent Director Compensation       Twelve Months Ended December 31, 2021     Fiscal Year Ended December 31, 2022     Cash   Common Stock(1)(2)         Cash     Common Stock(1)(2)(3)     Name   Paid     Unpaid     Paid     Unpaid     Total     Paid     Unpaid     Paid     Unpaid     Total                                                 Christopher T. Morris   $ -   $ 25,000   $ -   $ 20,000   $ 45,000     $ -   $ 25,000     $ 20,000   $ -   $ 45,000   Ryan A. Bailey   -   22,500   -   20,000   $ 42,500     -   22,500       20,000   -   $ 42,500   Amitav Misra   -   22,500   -   20,000   $ 42,500     -   22,500       20,000   -   $ 42,500                                     $ -                                             $ -     $ 70,000     $ -     $ 60,000     $ 130,000     $ -     $ 70,000     $ 60,000     $ -     $ 130,000       Twelve Months Ended December 31, 2020     Fiscal Year Ended December 31, 2021     Cash   Common Stock(1)(2)       Cash     Common Stock(1)(2)(4)     Name   Paid     Unpaid     Paid     Unpaid     Total     Paid     Unpaid     Paid     Unpaid     Total                                                 Christopher T. Morris   $ 61,250   $ 25,000   $ 40,000   $ 10,000   $ 136,250     $ -   $ 25,000     $ -   $ 20,000   $ 45,000   Ryan A. Bailey   55,625   22,500   40,000   10,000   $ 128,125     -   22,500       -   20,000   $ 42,500   Amitav Misra   55,625   22,500   40,000   10,000   $ 128,125     -   22,500       -   20,000   $ 42,500                                     $ -                                             $ 172,500     $ 70,000     $ 120,000     $ 30,000     $ 392,500     $ -     $ 70,000     $ -     $ 60,000     $ 130,000     (1) On October 27, 2022, an aggregate of 24,591 restricted shares of Common Stock were issued to Messrs. Morris, Bailey, and Misra. No loss or gain was recorded related to the share issuance. The issuance represented payment for services rendered to the Board for the three-month period ended September 30, 2022. At September 30, 2022, the grant date market value cost basis was $1.22 per share. The cost basis for the period was determined by the closing price of Blue Dolphin’s common stock on the last trading day in the period in which services were rendered. (2) On May 12, 2022, an aggregate of 252,447 restricted shares of Common Stock were issued to Messrs. Morris, Bailey, and Misra. We recorded a loss of $11,272 related to the share issuance. The issuance represented catchup payments for services rendered to the Board for the three-month periods ended September 30, 2020, March 31, 2021, September 30, 2021, and March 31, 2022. At September 30, 2020, the grant date market value cost basis was $0.40 per share.  At March 31, 2021, the grant date market value cost basis was $0.56 per share.  At September 30, 2021, the grant date market value cost basis was $0.33 per share. At March 31, 2022, the grant date market value cost basis was $0.91 per share. The cost basis for each period was determined by the closing price of Blue Dolphin’s common stock on the last trading day in the period in which services were rendered. (3) At December 31, 2022, Messrs. Morris, Bailey, Misra, and Whitney had total restricted awards of Common Stock outstanding of 212,400, 198,050, 204,141 and 9,683, respectively. (4) At December 31, 2021, and 2020, Messrs. Morris, Bailey, Misra, and Whitney had total restricted awards of Common Stock outstanding of 120,054, 105,704, 111,795 and 9,683, respectively. (2) On April 30, 2020, an aggregate of 135,084 restricted shares of Common Stock were issued to Messrs. Morris, Bailey and Misra. We recorded income of $51,107 related to the share issuance. The issuance represents catchup payments for services rendered to the Board for the three-month periods ended September 30, 2018, March 31, 2019, September 30, 2019, and March 31, 2020. At September 30, 2018, the grant date market value cost basis was $1.00 per share. At March 31, 2019, the grant date market value cost basis was $1.11 per share. At September 30, 2019, the grant date market value cost basis was $1.18 per share. At March 31, 2020, the grant date market value cost basis was $0.57 per share. The cost basis is determined by the closing price of Blue Dolphin’s common stock on the last trading day in the periods in which services were rendered.     2118 Table of Contents   Pay Versus Performance The following disclosure is required by SEC rules but is not reflective of how we or the Compensation Committee determine executive compensation for our sole executive officer, Jonathan Carroll. As noted above under “Executive Compensation Policy and Procedures,” Mr. Carroll’s remuneration is provided by LEH under the Second Amended and Restated Operating Agreement. As a result, there is no applicable information to be provided pursuant to this table. Year Summary Compensation Table Total for PEO Compensation Actually Paid to PEO Average Summary Compensation Table Total for Non-PEO NEOs Average Compensation Actually Paid to non-PEO NEOs Value of Initial Fixed $100 Investment Based on Total Shareholder Return Net Income (in thousands) 2022 $ - $ - $ - $ - $ - $ - 2021 $ - $ - $ - $ - $ - $ - Compensation Committee Interlocks and Insider Participation   Only one of our directors, Jonathan P. Carroll, also serves as an executive officer.  Mr. Carroll does not serve on any of our standing committees.   None of our executive officers serve on the board of directors of another entity whose executive officers serve on our Board.  None of our officers or LEH’s personnel, other than Mr. Carroll, participated in the deliberations of our Board or our Compensation Committee concerning executive officer or director compensation.   Family Relationships between Directors and Executive Officers   As of the Record Date, there were no relationships between any of our directors or executive officers and any other director or executive officer of Blue Dolphin.    Remainder of Page Intentionally Left Blank 19 Table of Contents   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT      Security Ownership of Certain Beneficial Owners   This table shows information with respect to persons or groups known to us to be the beneficial owners of more than five percent (5%) of our Common Stock as of the Record Date. Unless otherwise indicated, each named party has sole voting and dispositive power with respect to such shares.   Title of Class   Name of Beneficial  Owner   Amount and Nature of Beneficial Ownership     Percent of Class(1)     Name of Beneficial Owner   Amount and Nature of Beneficial Ownership   Percent of Class(1)                               Common Stock   Lazarus Energy Holdings, LLC   8,426,456   66.4 %   Lazarus Energy Holdings, LLC   8,426,456   56.5 %   801 Travis Street, Suite 2100             801 Travis Street, Suite 2100             Houston, Texas 77002             Houston, Texas 77002             (1) Based upon 12,693,514 (1) Based upon 14,921,968 shares of Common Stock issued and outstanding as of the Record Date. 22 Table of Contents   Security Ownership of Management   This table shows information as of the Record Date with respect to: (i) directors, (ii) executive officers and (iii) directors and executive officers as a group beneficially owning our Common Stock.  Unless otherwise indicated, each of the following persons has sole voting and dispositive power with respect to such shares.    Title of Class   Name of Beneficial Owner   Amount and Nature of Beneficial Ownership   Percent of Class(1)     Name of Beneficial Owner   Amount and Nature of Beneficial Ownership   Percent of Class(1)                               Common Stock   Jonathan P. Carroll(2)   10,346,216   81.5 %   Jonathan P. Carroll(2)   12,357,754   82.8 % Common Stock   Christopher T. Morris / Mpact Partners, LLC   120,054   *     Christopher T. Morris / Mpact Partners, LLC   212,400   *   Common Stock   Amitav Misra   111,795   *     Amitav Misra   204,141   *   Common Stock   Ryan A. Bailey   105,704   *     Ryan A. Bailey   198,050   *   Common Stock   Herbert N. Whitney   9,683   ---     Herbert N. Whitney   9,683   ---                                           Directors/Nominees and Executive Officers as a Group (5 Persons)       10,693,452   84.2 %       12,982,028   87.0 %   (1) Based upon 14,921,968 shares of Common Stock issued and outstanding and 0 shares of Common Stock issuable upon exercise of stock options, each as of the Record Date. (2) Includes 8,426,456 shares issued to LEH. Mr. Carroll and his affiliates have an approximate 80% ownership interest in LEH. * (1) Based upon 12,693,514 shares of Common Stock issued and outstanding and 0 shares of Common Stock issuable upon exercise of stock options, each as of the Record Date. (2) Includes 8,426,456 shares issued to LEH. Mr. Carroll and his affiliates have an approximate 60% ownership interest in LEH. * Less than 1%. 20 Table of Contents     RELATED PARTY TRANSACTIONS      As indicated herein, Affiliate(s) refers, either individually or collectively, to certain related parties including Jonathan Carroll, Chairman and Chief Executive Officer of Blue Dolphin, and his affiliates [including Ingleside Crude, LLC (“Ingleside”) and Lazarus Capital, LLC]LLC (“Lazarus Capital”)] and/or LEH and its affiliates. Together, Jonathan Carroll and LEH owned approximately 82%83% of the Common Stock as of the Record Data and filing date of this filing.proxy statement and accompanying notice.   Affiliate Operational Agreements Summary   Blue Dolphin and certain of its subsidiaries are parties to several operational agreements with LEH.LEH and its affiliates (the “Affiliates”). With regard to guaranty fee agreements, Jonathan Carroll was required to personally guarantee repayment of borrowed funds and accrued interest under certain secured loan agreements. Management believes that these related-party agreements are arm’s-lengtharm's-length transactions. Related-party agreements with respect to Blue Dolphin’s operations consist of the following:   Agreement/Transaction Parties Effective Date Key Terms Blue Dolphin Guaranty Fee Agreement(1) Blue Dolphin Jonathan Carroll 01/01/2023 Related to payoff of Blue Dolphin $2.0 million Small Business Administration loan (the “BDEC Term Loan Due 2051”); Jonathan Carroll receives a fee equal to 2.00% per annum of outstanding principal balance owed under BDEC Term Loan Due 2051. Jet Fuel Purchase Agreement LE LEH 04/21/2023 One-time purchase of jet fuel from LEH; 1,851,804.94 gallons at $2.14490 per gallon, which equates to Platt’s Jet Kero 54 U.S. Gulf Coast Pipeline Prior Day Posting, minus $0.10 per gallon. Jet Fuel Sales Agreement(2) LE LEH - LE 04/01/2022 2023 1-year term expiring earliest to occur of 03/31/20232024 plus 30-day carryover or delivery of maximum jet fuel quantity; LEH bids onis awarded jet fuel contracts under preferential pricing terms due to being HUBZone certified. LE Amended and Restated Guaranty Fee Agreement(1) LE Jonathan Carroll 01/01/2023 Related to payoff of LE $25.0 million Veritex Community Bank (“Veritex”) loan (the “LE Term Loan Due 2034”); Jonathan Carroll receives a HUBZone certificationfee equal to 2.00% per annum of outstanding principal balance owed under LE Term Loan Due 2034. LE Master Services Agreement LE Ingleside 03/01/2023 For storage of products intended for customer receipt by barge; 3-year term; tank rental fee $0.50 per bbl per month. LRM Amended and Restated Guaranty Fee Agreement(1) LRM Jonathan Carroll 01/01/2023 Related to payoff of LRM $10.0 million Veritex loan (the “LRM Term Loan Due 2034”); Jonathan Carroll receives a fee equal to 2.00% per annum of outstanding principal balance owed under LRM Term Loan Due 2034. NPS Guaranty Fee Agreement(1) NPS Jonathan Carroll 01/01/2023 Related to payoff of NPS $10.0 million Greater Nevada Credit Union (“GNCU”) loan (the “NPS Term Loan Due 2031”); Jonathan Carroll receives a fee equal to 2.00% per annum of outstanding principal balance owed under NPS Term Loan Due 2031. NPS Terminal Services Agreement NPS LEH 11/01/2022 For LEH storage of jet fuel at the Nixon facility; 1-year term on an evergreen basis; either party may cancel upon 60 days’ prior written notice. Office Sub-Lease Agreement BDSC LEH - BDSC 01/01/2018 68-month term expiring 08/31/2023; office lease Houston, Texas; includes 6-month rent abatement period; rent approximately $0.01 million per month Second Amended and Restated Operating Agreement(2) LEH – Blue Dolphin LE         LRM NPS      BDPL BDPC   and BDSC LEH 04/01/20202023 3-year1-year term; expires 04/01/20232024 or notice by either party at any time of material breach or 90 days Board notice; LEH receives management fee of 5% of all consolidated operating costs, excluding crude costs, depreciation, amortization, and interest, of Blue Dolphin, LE, LRM, NPS, BDPL, BDPC and BDSC (1) Under the agreement, and in consideration of the personal guarantee, Jonathan Carroll receives a fee payable 100% in cash. (2) Effective April 1, 2023, the agreement was renewed with substantially similar terms. Under the Office Sub-Lease Agreement,BDSC received sublease income from LEH totaling $0.03 million for both fiscal years ended December 31, 2022 and 2021.  Under the operating agreement, the LEH operating fee, related party was $0.7 million for the fiscal year ended December 31, 2022 compared to $0.5 million for the fiscal year ended December 31, 2021. The increase between the comparative periods coincided with increased cost of goods sold during the same periods. Working Capital We historically relied on Affiliates for funding during periods of working capital deficits.  We reflect such borrowings in our consolidated balance sheets in accounts payable, related party, or long-term debt, related party. Profitability from favorable refining margins and increased product demand improved cash flow from operations for the fiscal year ended December 31, 2022. Continued favorable market conditions will increasingly enable us to meet our needs through cash flow from operations.     2321 Table of Contents   Working Capital We have historically depended on LEH, Jonathan Carroll, and certain of their affiliates for financing when revenue from operations and borrowings under bank facilities are insufficient to meet our liquidity and working capital needs. Such borrowings are reflected in our consolidated balance sheets in accounts payable, related party, and/or long-term debt, related party. Related-Party Long-Term Debt   Blue Dolphin and certain of its subsidiaries are parties to debt agreements with Affiliates.  Related-party long-term debt as defined within this section includes:   · March CarrollJune LEH Note – An amended and restatedJune 2017 promissory note between Blue Dolphin and LEH; for Blue Dolphin working capital; reflects amounts owed to LEH under the Second Amended and Restated Operating Agreement; interest accrues at 8.00% compounded annually; pursuant to an Assignment Agreement between LEH, Ingleside, and Lazarus Capital effective December 31, 2022, balances previously due under promissory notes between Lazarus Capital/Jonathan Carroll dated March 2017. · March Ingleside Note - An amended and restated promissory note between Blue Dolphin and Ingleside dated March 2017. · were added to the balance due under the June LEH Note – An amended and restated promissory note between Blue Dolphin and LEH dated June 2017.Note.     · BDPL-LEH NoteLoan Agreement – A loan and security agreementLoan Agreement dated August 15, 2016, between BDPL and LEH dated August 2016. Thein the original principal amount wasof $4.0 million. · Amended and Restated Guaranty Fee Agreements - Jonathan Carroll was required to personally guarantee repayment of borrowed funds and accruedmillion; interest under a $25 million secured loan agreement between LE and Veritex Community Bank dated June 2015, and a $10 million secured loan agreement between LRM and Veritex Community Bank dated December 2015. Mr. Carroll receives guaranty fees under two separate amended and restated guaranty fee agreements each dated April 2017.accrues at 16.00% annually; guaranteed by certain BDPL property.   Loan Description Parties PartiesMaturity Date Interest Rate Maturity Date Interest Rate Loan Purpose March Carroll Note (in default) Jonathan Carroll – Blue Dolphin Jan 2019 8.00% Blue Dolphin working capital; reflects amounts owed to Jonathan Carroll under the guaranty fee agreements March Ingleside Note (in default) Ingleside – Blue Dolphin Jan 2019 8.00% Blue Dolphin working capital June LEH Note (in default) LEH – Blue Dolphin LEH Jan 2019 8.00% Blue Dolphin working capital; reflects amounts owed to LEH under the Second Amended and Restated Operating Agreement or Jet Fuel Sales Agreement BDPL-LEH Loan Agreement (in default) BDPL LEH - BDPL Aug 2018 16.00% Original principal amount of $4.0 million; Blue Dolphin working capital Amended and Restated Guaranty Fee Agreement(1) Jonathan Carroll - LE -- 2.00% Tied to payoff of LE $25 million Veritex Community Bank loan Amended and Restated Guaranty Fee Agreement(1) Jonathan Carroll - LRM -- 2.00% Tied to payoff of LRM $10 million Veritex Community Bank loan (1) Fees are payable 50% in cash and 50% in Common Stock. We accrue payment of the Common Stock portion quarterly. For the foreseeable future, management does not intend to pay Mr. Carroll the cash portion due to Blue Dolphin’s working capital deficits. The cash portion will continue to accrue and increase the outstanding principal balance owed to Mr. Carroll under the March Carroll Note.   Guarantees, Security, and Defaults   Loan Description Guarantees GuaranteesSecurity Security Event(s) of Default March Carroll Note (in default) --- --- Failure to pay past due obligations at maturity (loan matured January 2019) March Ingleside Note (in default) --- --- Failure to pay past due obligations at maturity (loan matured January 2019) June LEH Note (in default) --- --- --- Failure to pay past due obligations at maturity (loan matured January 2019) BDPL-LEH Loan Agreement --- Certain BDPL property Failure to pay past due obligations at maturity (loan matured August 2018)   Covenants   There are no covenants associated with the June LEH Note. The BDPL-LEH Loan Agreement contains representations and warranties, affirmative and negative covenants, and events of default that we consider usual and customary for a credit facility of this type. There are no covenants associated with the March Carroll Note, March Ingleside Note, or June LEH Note. 24 Table of Contents Related-Party Financial Impact Consolidated Balance Sheets. Accounts payable, related party. Accounts payable, related party to LTRI related to the purchase of refinery equipment totaled $0.2 million at both December 31, 2021 and 2020. Long-term debt, related party, current portion (in default) and accrued interest payable, related party.     December 31,       2021     2020       (in thousands)   LEH             June LEH Note (in default)   $ 12,672     $ 9,446   BDPL-LEH Loan Agreement     7,454       6,814   LEH Total     20,126       16,260   Ingleside                 March Ingleside Note (in default)     1,066       1,013   Jonathan Carroll                 March Carroll Note (in default)     2,304       1,551         23,496       18,824                     Less:  Long-term debt, related party, current portion, in default     (20,042 )     (16,010 ) Less:  Accrued interest payable, related party (in default)     (3,454 )     (2,814 )     $  -     $  -   Consolidated Statements of Operations. Total revenue from operations.     Twelve Months Ended December 31,       2021     2020       (in thousands, except percent amounts)   Refinery operations                         LEH   $ 90,062       29.9 %   $ 49,786       28.5 % Third-Parties     207,041       68.8 %     120,815       69.1 % Tolling and terminaling                                 Third-Parties     3,717       1.2 %     4,209       2.4 %     $ 300,820       100.0 %   $ 174,810       100.0 % Interest expense.     Twelve Months Ended December 31,       2021     2020       (in thousands)   Jonathan Carroll             Guaranty Fee Agreements             LE Term Loan Due 2034   $ 431     $ 431   LRM Term Loan Due 2034     178       178   March Carroll Note (in default)     132       103   LEH                 BDPL-LEH Loan Agreement (in default)     640       640   June LEH Note (in default)     928       40   Ingleside                 March Ingleside Note (in default)     56       63       $ 2,365     $ 1,455   Other. BDSC received sublease income from LEH totaling $0.03 million for both twelve-month periods ended December 31, 2021, and 2020. The LEH operating fee totaled approximately $0.5 million and $0.6 million for the twelve months ended December 31, 2021, and 2020, respectively. With respect to the decrease between the periods, although throughput volume was slightly higher, operating costs per bbl were lower due to reduced refinery maintenance and repair expenses. 25 Table of Contents     SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE      Section 16(a) of the Exchange Act of 1934 (the “Exchange Act”) requires our directors, executive officers, and stockholders who own more than ten percent (10%) of the Common Stock, to file reports of stock ownership and changes in ownership with the SEC and to furnish us with copies of all such reports as filed.  Based solely on a review of the copies of the Section 16(a) reports furnished to us, we are unaware of any late filings made during 2021.the fiscal year ended December 31, 2022. Remainder of Page Intentionally Left Blank 26 Table of Contents     DIRECTOR NOMINATION AND STOCKHOLDER PROPOSALS BY STOCKHOLDERS FOR ANNUAL MEETING OF STOCKHOLDERS     Director Nominations and Proposals Process   Historically, we held our annual meeting of stockholders in December of each year.  However, beginning in 2022 we reset the timeline such that the annual meeting of stockholders will be held earlier in the year.  Stockholders should submit nominations and proposals in accordance with the guidance set forth below. 22 Table of Contents   Director Nominations Deadline   Our Amended and Restated Certificate of Incorporation provides that no person shall be eligible for nomination and election as a director unless written notice of such nomination is received from a stockholder of record by the Secretary of Blue Dolphin at least ninety (90) calendar days before the anniversary date of the previous year’s annual meeting.  Further, such written notice is to be accompanied by the written consent of the nominee to serve, the name, age, business and residence addresses, and principal occupation of the nominee, the number of shares beneficially owned by the nominee, and any other information which would be required to be furnished by law with respect to any nominee for election to the Board.  In order to avoid controversy as to the date on which a director nomination is received, stockholders of record must make submissions to us at our principal executive office by certified mail, return receipt requested. Blue Dolphin’s mailing address is located at our principal office: 801 Travis Street, Suite 2100, Houston, Texas 77002.  (See “Corporate Governance and Board Matters – Nominating Committee” in this proxy statement for more information.)   Given that the date of the 2022 Annual Meeting for Blue Dolphin differs by more than 30 days from the anniversary date of Blue Dolphin’s previous annual meeting of stockholders, pursuant to Rule 14a-5(f) of the Exchange Act, Blue Dolphin provided notice pursuant to a Form 8-K filed with the SEC on April 14, 2022 of the revised deadlines for director nominations. To be considered for inclusion in this year’s proxy materials for the 20222023 Annual Meeting, director nominations were to be submitted in writing by April 25, 2022,March 24, 2023. We did not receive any director nominee submissions by this deadline. In addition, to comply with the universal proxy rules as to director nominees, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than April 22, 2024.   Stockholder Proposals Deadline   Pursuant to SEC requirements, stockholders of record must submit stockholder proposals for inclusion in the printed proxy materials to us at least one hundred and twenty (120) calendar days before the date we released the previous year’s proxy statement for our annual meeting of stockholders. However, if the date of the annual meeting has been changed by more than thirty (30) days from the date of the previous year’s meeting, then stockholders must submit their proposals a reasonable time before Blue Dolphin begins to print and send its proxy materials.   Given that the date of the 2022 Annual Meeting for Blue Dolphin differs by more than 30 days from the anniversary date of Blue Dolphin’s previous annual meeting of stockholders, pursuant to Rule 14a-5(f) of the Exchange Act, Blue Dolphin provided notice pursuant to a Form 8-K filed with the SEC on April 14, 2022 of the revised deadline for stockholder proposals. To be considered for inclusion in this year’s proxy materials for the 20222023 Annual Meeting, stockholder proposals were to be submitted in writing by April 25, 2022,February 22, 2023, to Blue Dolphin’s Corporate Secretary at 801 Travis Street, Suite 2100, Houston, Texas 77002.   We did not receive any stockholder proposal submissions by the revised deadline.   Any proposal intended to be presented by any stockholder for action at the 20232024 annual meeting must be received by us on or before February 22, 202321, 2024 in order for the proposal to be considered for inclusion in the proxy statement and form of proxy relating to the 20232024 Annual Meeting. If the date of the 20232024 Annual Meeting is changed by more than 30 days from June 22, 2023,19, 2024, the deadline will be a reasonable time before we print and mail our proxy materials. However, we are not required to include in our proxy statement and form of proxy for the 20232024 Annual Meeting any stockholder proposal, including shareholder nominations of persons for election to the Board of Directors that does not meet all of the requirements for inclusion established by the SEC in effect at the time the proposal is received.   27 Table of Contents   In order for any stockholder proposal that is not included in such proxy statement and form of proxy to be brought before the 20232024 Annual Meeting, such proposal must be received by our Secretary at our principal executive offices at 801 Travis Street, 21st Floor, Houston, Texas 77002 by February 22, 2203.21, 2024. If a timely proposal is received, the Board may exercise any discretionary authority granted by the proxies to be solicited on behalf of the Board in connection with the 20232024 Annual Meeting. Remainder of Page Intentionally Left Blank      2823 Table of Contents     WHERE YOU CAN FIND MORE INFORMATION      We are subject to the informational requirements of the Exchange Act.  We file financial and other information with the SEC as required, including but not limited to, proxy statements on Schedule 14A, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Investors may obtain any document that we file with the SEC through the SEC’s conventional and electronic reading rooms.  These reading rooms are managed by the SEC’s Office of Freedom of Information and Privacy Act Operations.   Office of Freedom of Information and Privacy Act Operations   Conventional Reading Rooms   Electronic Reading Rooms   100 F Street, N.E. Mail Stop 2736 Washington, D.C. 20549 (202) 551-8300   Headquarters Office 100 F Street, N.E. Room 1580 Washington, D.C. 20549 (202) 551-8090   Public Company Information / SEC Comment and Response Letters https://www.sec.gov/edgar/searchedgar/companysearch.html   SEC Opinion, Policy Statements, and Staff Manuals https://www.sec.gov/foia/efoiapg.htm We also make our SEC filings available on our website (http://www.blue-dolphin-energy.com).     CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS      Certain statements included in this proxy statement and the accompanying notice and letter to stockholders are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1935.  Forward-looking statements represent management’s beliefs and assumptions based on currently available information.  Forward-looking statements relate to matters such as our industry, business strategy, goals, and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources, commitments and contingencies, and other financial and operating information.  We have used the words “anticipate,” “assume,” “believe,” “budget,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “will,” “future” and similar terms and phrases to identify forward-looking statements.   Forward-looking statements reflect our current expectations regarding future events, results, or outcomes.  These expectations may or may not be realized.  Some of these expectations may be based upon assumptions or judgments that prove to be incorrect.  In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized, or materially affect our financial condition, results of operations, and cash flows.  Actual events, results and outcomes may differ materially from our expectations due to a variety of factors.  Although it is not possible to identify all of these factors, they include those described under the heading “Risk Factors” in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q as filed with the SEC.     2924 Table of Contents     DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS      Brokers, banks, or other nominees may deliver only one (1) copy of this proxy statement to multiple beneficial stockholders who share the same address, unless that broker, bank, or other nominee has received contrary instructions from one or more of the beneficial stockholders. Upon written or oral request, we will promptly deliver a separate copy of this proxy statement to a beneficial stockholder at a shared address to which a single copy of the documents was delivered. Beneficial stockholders sharing an address who are receiving multiple copies of proxy materials and annual reports that wish to receive a single copy of such materials in the future will need to contact their broker, bank, or other nominee to request that only a single copy of each document be mailed to all beneficial stockholders at the shared address in the future.   Registered and beneficial stockholders who wish to receive a separate copy of this proxy statement, now or in the future, should submit their request to Blue Dolphin, Investor Relations at (713) 568-4725, or submit a written request to Blue Dolphin Energy Company, Attention: Investor Relations, 801 Travis Street, Suite 2100, Houston, Texas 77002.     By Order of the Board       /s/ JONATHAN P. CARROLL   Jonathan P. Carroll   Chairman of the Board   Houston, Texas April 28, 2022May 5, 2023   Remainder of Page Intentionally Left Blank     3025 Table of Contents   BLUE DOLPHIN ENERGY COMPANY   THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS   ANNUAL MEETINGannual meeting OF STOCKHOLDERS – JUNE 22, 2022 AT21, 2023 at 10:00 AM CDT         CONTROL ID:               REQUEST ID:                             THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, WILL BE VOTED “FOR” THE PROPOSALS.  THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.   THIS PROXY FORM IS VALID ONLY WHEN SIGNED AND DATED ON THE REVERSE.  THE SIGNER ACKNOWLEDGES RECEIPT OF THE NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS AND THE PROXY STATEMENT, REVOKES ALL PREVIOUS PROXIES AND APPOINTS JONATHAN P. CARROLL AS PROXY WITH THE POWER TO APPOINT HIS SUBSTITUTE, AND AUTHORIZES HIM TO REPRESENT AND TO VOTE, AS DESIGNATED ON THE REVERSE, ALL OF THE SHARES OF COMMON STOCK OF BLUE DOLPHIN ENERGY COMPANY HELD OF RECORD BY THE SIGNER AT THE CLOSE OF BUSINESS ON APRIL 25, 2022,26, 2023, AT THE ANNUAL MEETING, AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF.     (CONTINUED AND TO BE SIGNED ON REVERSE SIDE.)               VOTING INSTRUCTIONS             If you vote by the internet, please DO NOT mail your proxy card.                           MAIL: Please mark, sign, date, and return this Proxy Card promptly using the enclosed envelope.           INTERNET: http://www.shareholdervote.info/www.iproxydirect.com/BDCO               3126 Table of Contents    ANNUAL MEETING OF THE STOCKHOLDERS OF BLUE DOLPHIN ENERGY COMPANY PLEASE COMPLETE, DATE, SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE: ☒     PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS           Proposal 1 ELECT FIVE (5) DIRECTORS. → FOR ALL AGAINST ALL FOR ALL EXCEPT         Director Nominees:   ☐   ☐           (1) Jonathan P. Carroll           ☐       (2) Amitav Misra         ☐   Control ID:   (3) Christopher T. Morris           ☐   REQUEST ID:   (4) Ryan A. Bailey         ☐       (5) Herbert N. Whitney         ☐       Proposal 2 APPROVE, ON AN ADVISORY BASIS, A NON-BINDING VOTE ON EXECUTIVE COMPENSATION (“SAY ON PAY”) → FOR AGAINST ABSTAIN ☐ ☐ ☐  Proposal 3 RATIFY UHY LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2022.2023. → →FOR AGAINST ABSTAIN  ☐    ☐ ☐ Proposal 4 TRANSACT ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. → FOR   AGAINST   ABSTAIN             ☐   ☐   ☐           Proposal 3 TRANSACT ANY OTHER BUSINESS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING. → FOR AGAINST ABSTAIN ☐ ☐ ☐ MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING: ☐   MARK HERE FOR ADDRESS CHANGE   ☐  New Address (if applicable): ____________________________ ____________________________ ____________________________   IMPORTANT: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee, or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in the partnership name by authorized person.   Dated: ________________________, 20222023   (Print Name of Stockholder and/or Joint Tenant) (Signature of Stockholder) (Second Signature if held jointly)     32 27