What changed in this filing

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Item 9A. Controls and Procedures

2020-03-23 compared with 2019-03-07 · 538 added, 533 removed, 63 unchanged (94% of the section changed)

Controls and Procedures

management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule

13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the

reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified

in the Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act

is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal

financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required

to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s

management, including Zhenyong Liu, the Company’s Chief Executive Officer (“CEO”), and Jing Hao, the Company’s

Chief Financial Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as

defined under Rule 13a-15(e) under the Exchange Act) as of December 31, 2018.

Based upon that evaluation, the Company’s

CEO and CFO concluded that the Company’s disclosure controls and procedures were effective to ensure that information required

to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed,

summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated

and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely

decisions regarding required disclosure.

conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31,

In making this assessment, management used the framework set forth in Internal Control - Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has determined

that, as of December 31, 2018, the Company’s internal control over financial reporting was effective.

annual report does not include an attestation report of its registered independent public accounting firm regarding the Company’s

internal control over financial reporting because the Company is not required to include such attestation report in this annual

in internal controls

management, with the participation of our CEO and CFO, performed an evaluation as to whether any change in our internal controls

over financial reporting occurred during the year ended December 31, 2018.

Based on that evaluation, our CEO and CFO

concluded that no change occurred in the Company’s internal controls over financial reporting during the quarter ended December

Our management is

responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under

the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file

or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that

information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated

and communicated to the issuer’s management, including its principal executive officer or officers and principal financial

officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b)

under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management, including

Zhenyong Liu, the Company’s Chief Executive Officer (“CEO”), and Jing Hao, the Company’s Chief Financial

Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule

13a-15(e) under the Exchange Act) as of December 31, 2018.

Based upon that evaluation, the Company’s CEO and CFO concluded

that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed

by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and

reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding

required disclosure.

Management conducted

an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2018.

making this assessment, management used the framework set forth in Internal Control - Integrated Framework (2013) issued

by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, management has determined that,

as of December 31, 2018, the Company’s internal control over financial reporting was effective.

This annual report

does not include an attestation report of its registered independent public accounting firm regarding the Company’s internal

control over financial reporting because the Company is not required to include such attestation report in this annual report.

Changes in internal controls

Our management, with

the participation of our CEO and CFO, performed an evaluation as to whether any change in our internal controls over financial

reporting occurred during the year ended December 31, 2019.

Based on that evaluation, our CEO and CFO concluded that

no change occurred in the Company’s internal controls over financial reporting during the quarter ended December 31, 2019

that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial

Other Information

Directors, Executive Officers and Corporate Governance

forth below is certain information regarding our directors and executive officers.

Our Board of Directors is comprised of five

There are no family relationships between any of our directors or executive officers.

Each of our directors is elected

to serve until the next annual meeting of our stockholders and until his successor is elected and qualified or until such director’s

earlier death, removal or termination.

following table sets forth certain information with respect to our directors and executive officers:

Directors, Executive Officers

and Corporate Governance

Set forth below is

certain information regarding our directors and executive officers.

Our Board of Directors is comprised of five directors.

are no family relationships between any of our directors or executive officers.

Each of our directors is elected to serve until

the next annual meeting of our stockholders and until his successor is elected and qualified or until such director’s earlier

death, removal or termination.

The following table

sets forth certain information with respect to our directors and executive officers:

Position/Title

Chief Executive

Officer and Chairman of the Board

Chief Financial

Wenbing Christopher

have two classes of directors with each class elected in a different calendar year from the calendar year in which the other class

of directors are elected.

Chief Executive Officer and Chairman of the Board

Chief Financial Officer

Marco Ku Hon Wai

Wenbing Christopher Wang

We have two classes

of directors with each class elected in a different calendar year from the calendar year in which the other class of directors

All directors are elected for a two-year term.

The directors initially elected in Class I, Marco Ku

Hon Wai and Wenbing Christopher Wang, will serve until the annual meeting of stockholders in 2019 and until their respective successors

have been elected and have qualified, or until their earlier resignation, removal or death.

The directors initially elected in

Class II, Zhenyong Liu, Fuzeng Liu and Lusha Niu will serve until the annual meeting of stockholders in 2020 and until their respective

successors have been elected and have qualified, or until their earlier resignation, removal or death.

Our officers serve at the

discretion of our Board of Directors.

forth below is biographical information about our current directors and executive officers:

Zhenyong Liu became a member of the Board of Directors, and was appointed as Chairman of the Board of Directors on

November 30, 2007.

The directors elected in Class I, Marco Ku Hon Wai and Wenbing Christopher

Wang, will serve until the annual meeting of stockholders in 2021 and until their respective successors have been elected and have

qualified, or until their earlier resignation, removal or death.

The directors elected in Class II, Zhenyong Liu, Fuzeng Liu and

Lusha Niu will serve until the annual meeting of stockholders in 2020 and until their respective successors have been elected and

have qualified, or until their earlier resignation, removal or death.

Our officers serve at the discretion of our Board of Directors.

Set forth below is

biographical information about our current directors and executive officers:

Zhenyong Liu .

Zhenyong Liu became a member of the Board of Directors, and was appointed as Chairman of the Board of Directors on November

Liu has also served as the Company’s Chief Executive Officer since November 16, 2007, and serves as Chairman

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he served as Plant Director of Xinxin Paper Milling Factory in Xushui District.

Liu served as General Manager of the East

Central Household Appliance Purchases and Supply Station from 1980 to 1989.

Liu served as General Manager of the East Central

Household Appliance Purchases and Supply Station from 1980 to 1989.

Jing Hao was appointed as our Chief Financial Officer on November 3, 2014.

Hao previously served as the Company’s

Chief Financial Officer between November 2007 and April 2009.

Hao previously served as the Company’s Chief

Financial Officer between November 2007 and April 2009.

In addition, Ms.

Hao has served as Chief Financial Officer of Hebei

Baoding Dongfang Paper Milling Company Limited (Dongfang Paper) since 2006.

Prior to that, she was Manager of Finance for Dongfang

Paper from 2005 to 2006.

Hao has served as Chief Financial Officer of Hebei Baoding

Dongfang Paper Milling Company Limited (Dongfang Paper) since 2006.

Prior to that, she was Manager of Finance for Dongfang Paper

from 2005 to 2006.

Dahong Zhou .

Dahong Zhou was appointed as our Secretary on November 16, 2007.

Zhou also serves as Executive Manager

of Hebei Baoding Dongfang Paper Milling Company Limited (Dongfang Paper), a position she has held since 2006.

Zhou also serves as Executive Manager of Hebei Baoding Dongfang

Paper Milling Company Limited (Dongfang Paper), a position she has held since 2006.

Marco Ku Hon Wai.

Marco Ku Hon Wai has served on the Boardof Directors since November 3, 2014.

Ku is the founder of

Sensible Investment Company Limited, an investment consulting firm based in Hong Kong founded in 2013.

He was previously Chief

Financial Officer of China Marine Food Group Limited (OTC:

Ku is the founder of Sensible Investment Company

Limited, an investment consulting firm based in Hong Kong founded in 2013.

He was previously Chief Financial Officer of China Marine

Food Group Limited (OTC:

CMFO) from July 2007 to October 2013.

Prior to his position at China

Marine Food Group Limited, Mr.

Ku co-founded KISS Catering Group, a food and beverage business in Beijing from October 2005 to

Ku worked at KPMG LLP from 1996 to 2000, where his last held position was Assistant Manager.

Ku received a

bachelor’s degree in finance from the Hong Kong University of Science and Technology in 1996, and is currently a fellow

member of the Hong Kong Institute of Certified Public Accountants.

Christopher Wang .

Prior to his position at China Marine Food Group Limited, Mr.

co-founded KISS Catering Group, a food and beverage business in Beijing from October 2005 to April 2007.

Ku worked at KPMG

LLP from 1996 to 2000, where his last held position was Assistant Manager.

Ku received a bachelor’s degree in finance

from the Hong Kong University of Science and Technology in 1996, and is currently a fellow member of the Hong Kong Institute of

Certified Public Accountants.

Wenbing Christopher

Wenbing Christopher Wang has served on the Board of Directors since October 28, 2009.

has also been serving as President and Director of Fushi Copperweld, Inc.

Wang has also been

serving as President and Director of Fushi Copperweld, Inc.

(“Fushi”) since January 21, 2008.

Wang served as Fushi’s Chief Financial Officer from December 13, 2005 to August 31, 2009.

as Fushi’s Chief Financial Officer from December 13, 2005 to August 31, 2009.

Prior to Fushi, Mr.

Wang worked for Redwood Capital, Inc., China Century Investment Corporation, Credit Suisse First Boston and VC China in various

Fluent in both English and Chinese, Mr.

Wang holds a master’s degree in business administration and

finance and corporate accounting from Simon Business School of University of Rochester.

Wang was named one of the

top ten CFO’s of 2007 in China by CFO magazine.

for Redwood Capital, Inc., China Century Investment Corporation, Credit Suisse First Boston and VC China in various capacities.

in both English and Chinese, Mr.

Wang holds a master’s degree in business administration and finance and corporate accounting

from Simon Business School of University of Rochester.

Wang was named one of the top ten CFO’s of 2007 in China

by CFO magazine.

Fuzeng Liu has been a member of the Board of Directors since November 30, 2007.

served as Vice President of Dongfang Paper since 2002.

Previously, he served as Deputy Secretary of the Traffic Bureau

of Xushui District from 1992 to 2002 and as Party Secretary of Dayin Town,Xushui District from 1988 to 1992.Mr.

Liu also served

as Head of the Cuizhuang Town, Xushui District from 1984 to 1988.

Liu has also served as Vice President

of Dongfang Paper since 2002.

Previously, he served as Deputy Secretary of the Traffic Bureau of Xushui District from

1992 to 2002 and as Party Secretary of Dayin Town,Xushui District from 1988 to 1992.Mr.

Liu also served as Head of the Cuizhuang

Town, Xushui District from 1984 to 1988.

From 1977 to 1984, Mr.

Liu worked at the committee

office of Xushui District.

Liu worked at the committee office of Xushui District.

Niu has been a member of the Board of Directors since October12, 2016.

Niu is a public relations veteran with

strong background in international business and finance.

Niu is a public relations veteran with strong background

in international business and finance.

Since September 2013, Ms.

Niu has been the Director of Corporate Communications

and Public Affairs, Asia Lead of Financial Communication at MSLGROUP, a global public communications firm.

From August 2008 until

August 2013, Ms.

Niu has been the Director of Corporate Communications and Public

Affairs, Asia Lead of Financial Communication at MSLGROUP, a global public communications firm.

From August 2008 until August

Niu was an Associate Director at APCO Worldwide, a Washington D.C.

2 unchanged sentences

Niu holds a Master’s degree in Finance from the University of Colorado.

Board of Directors believes that each of the Company’s directors is highly qualified to serve as a member of the Board.

Each of the directors has contributed to the mix of skills, core competencies and qualifications of the Board of Directors.

evaluating candidates for election to the Board, the Nominating Committee seeks candidates with certain qualities that it believes

are important, including integrity, an objective perspective, good judgment, and leadership skills.

Our directors are

highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly

relevant positions.

Some of our directors have served in our operating entity, Dongfang Paper, for many years and benefit

from an intimate knowledge of our operations and corporate philosophy.

business, property and affairs are managed by or under the direction of the Board of Directors.

Members of the Board

of Directors are kept informed of our business through discussion with the chief executive and financial officers and other officers,

by reviewing materials provided to them and by participating at meetings of the board and its committees.

Board of Directors has three committees - the Audit Committee, the Compensation Committee and the Nominating Committee.

Audit Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Mr.

The Board of Directors

believes that each of the Company’s directors is highly qualified to serve as a member of the Board.

Each of the directors

has contributed to the mix of skills, core competencies and qualifications of the Board of Directors.

When evaluating candidates

for election to the Board, the Nominating Committee seeks candidates with certain qualities that it believes are important, including

integrity, an objective perspective, good judgment, and leadership skills.

Our directors are highly educated and have

diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions.

of our directors have served in our operating entity, Dongfang Paper, for many years and benefit from an intimate knowledge of

our operations and corporate philosophy.

Our business, property

and affairs are managed by or under the direction of the Board of Directors.

Members of the Board of Directors are kept

informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials

provided to them and by participating at meetings of the board and its committees.

Our Board of Directors

has three committees - the Audit Committee, the Compensation Committee and the Nominating Committee.

The Audit Committee

is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Mr.

Ku serving as chairman.

Compensation Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Ms.

Lusha Niu serving as

The Nominating Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with

Wenbing Christopher Wang serving as chairman.

Audit Committee is involved in discussions with our independent auditor with respect to the scope and results of our year-end

audit, our quarterly results of operations, our internal accounting controls and the professional services furnished by the independent

Our Board of Directors has determined that both Mr.

The Compensation

Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Ms.

Lusha Niu serving as chairwoman.

Nominating Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Mr.

Wenbing Christopher Wang

serving as chairman.

Our Audit Committee

is involved in discussions with our independent auditor with respect to the scope and results of our year-end audit, our quarterly

results of operations, our internal accounting controls and the professional services furnished by the independent auditor.

Board of Directors has determined that both Mr.

Marco Ku Hon Wai and Mr.

Wenbing Christopher Wang qualify as audit

committee financial experts and have the accounting or financial management expertise as required under NYSE Rule 303A.07(a).

Our Board of Directors has also adopted a written charter for the audit committee which the audit committee reviews and reassesses

for adequacy on an annual basis.

A copy of the audit committee’s current charter is available at the our corporate

website at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912345722139375725.pdf

Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews our

overall compensation policies for employees generally.

If so authorized by the Board of Directors, the committee may

also serve as the granting and administrative committee under any option or other equity-based compensation plans which we may

The Compensation Committee does not delegate its authority to fix compensation;

however, as to officers who

report to the chief executive officer, the compensation committee consults with the chief executive officer, who may make recommendations

to the compensation committee.

Any recommendations by the chief executive officer are accompanied by an analysis of

the basis for the recommendations.

The committee will also discuss compensation policies for employees who are not

officers with the chief executive officer and other responsible officers.

A copy of the compensation committee’s

current charter is available at our corporate website at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912355880048874958.pdf

Nominating Committee is involved in evaluating the desirability of and recommending to the board any changes in the size and composition

of the board, evaluation of and successor planning for the chief executive officer and other executive officers.

qualifications of any candidate for director will be subject to the same extensive general and specific criteria applicable to

director candidates generally.

A copy of the nominating committee’s current charter is available at our corporate

Wenbing Christopher Wang qualify as audit committee financial

experts and have the accounting or financial management expertise as required under NYSE Rule 303A.07(a).

Our Board of Directors

has also adopted a written charter for the audit committee which the audit committee reviews and reassesses for adequacy on an

annual basis.

A copy of the audit committee’s current charter is available at the our corporate website at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912345722139375725.pdf

The Compensation Committee

oversees the compensation of our chief executive officer and our other executive officers and reviews our overall compensation

policies for employees generally.

If so authorized by the Board of Directors, the committee may also serve as the granting

and administrative committee under any option or other equity-based compensation plans which we may adopt.

The Compensation

Committee does not delegate its authority to fix compensation;

however, as to officers who report to the chief executive officer,

the compensation committee consults with the chief executive officer, who may make recommendations to the compensation committee.

recommendations by the chief executive officer are accompanied by an analysis of the basis for the recommendations.

committee will also discuss compensation policies for employees who are not officers with the chief executive officer and other

responsible officers.

A copy of the compensation committee’s current charter is available at our corporate

website at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912355880048874958.pdf

have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting

officer and controller, or persons performing similar functions.

The Code of Ethics is currently available at our corporate website

at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912363688526617528.pdf

Board of Directors and its committees held the following number of meetings during 2018:

The Nominating Committee

is involved in evaluating the desirability of and recommending to the board any changes in the size and composition of the board,

evaluation of and successor planning for the chief executive officer and other executive officers.

The qualifications

of any candidate for director will be subject to the same extensive general and specific criteria applicable to director candidates

A copy of the nominating committee’s current charter is available at our corporate website at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912356661968874958.pdf

Code of Ethics

We have adopted a

code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and controller,

or persons performing similar functions.

The Code of Ethics is currently available at our corporate website at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912363688526617528.pdf

Board Meetings

The Board of Directors and its committees

held the following number of meetings during 2019:

Board of Directors

Audit Committee

above table includes meetings held by means of a conference telephone call, but not actions taken by unanimous written consent.

director attended at least 75% of the total number of meetings of the Board of Directors and those committees on which he served

during the year.

or Executive Officers involved in Bankruptcy or Criminal Proceedings

our knowledge, during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:

a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either

at the time of the bankruptcy or within two years prior to that time;

convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other

minor offenses;

subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities

or banking activities;

found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to

have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory

organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

Leadership Structure and Role in Risk Oversight

Zhenyong Liu is our chairman and chief executive officer.

At the advice of other members of the management or the Board,

Liu calls meetings of the Board of Directors when necessary.

Compensation Committee

Nominating Committee

The above table includes

meetings held by means of a conference telephone call, but not actions taken by unanimous written consent.

Each director attended

at least 75% of the total number of meetings of the Board of Directors and those committees on which he served during the year.

Directors or Executive Officers involved in Bankruptcy or

Criminal Proceedings

To our knowledge,

during the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:

had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;

been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Leadership Structure and Role in Risk Oversight

Zhenyong Liu is

our chairman and chief executive officer.

At the advice of other members of the management or the Board, Mr.

meetings of the Board of Directors when necessary.

We have three independent directors.

Board of Directors has three standing committees, each of which is comprised solely of independent directors with a committee

The Board of Directors believes that the Company’s chief executive officer is best situated to serve as

chairman of the Board of Directors because he is the director most familiar with our business and industry and the director most

capable of identifying strategic priorities and executing our business strategy.

We believe that this leadership structure

has served the Company well.

Our Board of Directors

has three standing committees, each of which is comprised solely of independent directors with a committee chair.

Board of Directors believes that the Company’s chief executive officer is best situated to serve as chairman of the Board

of Directors because he is the director most familiar with our business and industry and the director most capable of identifying

strategic priorities and executing our business strategy.

We believe that this leadership structure has served the Company

Our Board of Directors has overall responsibility for risk oversight.

The Board of Directors

has delegated responsibility for the oversight of specific risks to the committees as follows:

Audit Committee oversees the Company’s risk policies and processes relating to the financial statements and financial

reporting processes, as well as key credit risks, liquidity risks, market risks and compliance, and the guidelines, policies

and processes for monitoring and mitigating those risks.

Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews

our overall compensation policies for employees.

Nominating Committee oversees risks related to the Company’s governance structure and processes.

Board of Directors is responsible for approving all related party transactions according to our Code of Ethics.

We have not adopted

written policies and procedures specifically for related person transactions.

with Section 16(a) of the Securities Exchange Act of 1934

16(a) of the Exchange Act, requires our executive officers and directors and persons who own more than 10% of a registered class

of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and

annual reports concerning their ownership of our common stock and other equity securities, on Form 3, 4 and 5 respectively.

officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish our company with copies of

all Section 16(a) reports they file.

solely on our review of the copies of such reports received by us, and on written representations by our officers and directors

regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that,

with respect to the fiscal year ended December 31, 2018, our officers and directors, and all of the persons known to us to own

more than 10% of our common stock, filed all required reports on a timely basis.

The Board of Directors has delegated responsibility

for the oversight of specific risks to the committees as follows:

The Audit Committee oversees the Company’s risk policies and processes relating to the financial statements and financial reporting processes, as well as key credit risks, liquidity risks, market risks and compliance, and the guidelines, policies and processes for monitoring and mitigating those risks.

The Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews our overall compensation policies for employees.

The Nominating Committee oversees risks related to the Company’s governance structure and processes.

Our Board of Directors

is responsible for approving all related party transactions according to our Code of Ethics.

We have not adopted written policies

and procedures specifically for related person transactions.

Compliance with Section 16(a) of the Securities Exchange

Section 16(a) of the

Exchange Act, requires our executive officers and directors and persons who own more than 10% of a registered class of our equity

securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports

concerning their ownership of our common stock and other equity securities, on Form 3, 4 and 5 respectively.

Executive officers,

directors and greater than 10% shareholders are required by the SEC regulations to furnish our company with copies of all Section

16(a) reports they file.

Based solely on our

review of the copies of such reports received by us, and on written representations by our officers and directors regarding their

compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to

the fiscal year ended December 31, 2019, our officers and directors, and all of the persons known to us to own more than 10% of

our common stock, filed all required reports on a timely basis.

Executive Compensation

following compensation table summarizes the cash and non-cash compensation earned during the years ended December 31, 2018 and

2017 by each person who served as principal executive officer, principal financial officer, and secretary during 2018.

and Principal Position

value of the Stock Award is determined by multiplying the number of restricted shares issued by the quoted closing price of

the Company’s common stock on the date of the award, which was $0.88 as of September 13, 2018.

Zhenyong Liu receives a monthly salary of RMB 20,000 (approximately $3,015).

The following compensation

table summarizes the cash and non-cash compensation earned during the years ended December 31, 2019 and 2018 by each person who

served as principal executive officer, principal financial officer, and secretary during 2019.

Name and Principal Position

Zhenyong Liu,

Chairman, CEO

(1) The value of the Stock Award is determined by multiplying

the number of restricted shares issued by the quoted closing price of the Company’s common stock on the date of the award,

which was $0.88 as of September 13, 2018.

Employment Agreements

Zhenyong Liu receives

a monthly salary of RMB 20,000 (approximately $2,900).

On January 11, 2012, the Company awarded Mr.

Liu 44,326 shares of restricted common stock.

These shares of common stock were issued under the 2011 ISP and are valued at $3.45

per share, based on the closing price on the date of the issuance.

Zhenyong Liu 44,326 shares

of restricted common stock.

These shares of common stock were issued under the 2011 ISP and are valued at $3.45 per share, based

on the closing price on the date of the issuance.

On December 31, 2013, the Company awarded Mr.

8,000 shares of restricted common stock under the 2011 ISP and 2012 ISP, with a value of $2.66 per share, based on the closing

price on the date of the stock issuance.

Zhenyong Liu 8,000 shares of restricted

common stock under the 2011 ISP and 2012 ISP, with a value of $2.66 per share, based on the closing price on the date of the stock

On September 13, 2018, the Company issued 100,000 shares of common stock to Mr.

Liu under the 2015 Omnibus Equity Incentive Plan with a value of $0.88 per share as of the date of issuance.

Hao began receiving a monthly salary of RMB 20,000 (approximately $3,015) in January 2015.

On September 13, 2018, the company

issued 10,000 shares of common stock to Ms.

Jing Hao under the 2015 Omnibus Equity Incentive Plan with a value of $0.88 per share

as of the date of issuance.

following table sets forth a summary of compensation paid or entitled to our directors during the fiscal years ended December

31, 2018 and December 31, 2017:

and Principal Position

Christopher Wang

November 1, 2014, Mr.

Marco Ku Hon Wai began serving as our director and has received annual compensation of $20,000, payable

on a monthly basis.

Zhenyong Liu under the 2015 Omnibus Equity

Incentive Plan with a value of $0.88 per share as of the date of issuance.

Hao began receiving

a monthly salary of RMB 20,000 (approximately $2,900) in January 2015.

On September 13, 2018, the company issued 10,000 shares

of common stock to Ms.

Jing Hao under the 2015 Omnibus Equity Incentive Plan with a value of $0.88 per share as of the date of

Compensation of Directors

The following table

sets forth a summary of compensation paid or entitled to our directors during the fiscal years ended December 31, 2019 and

December 31, 2018:

Name and Principal Position

Marco Ku Hon Wai

Wenbing Christopher Wang

Effective November

Marco Ku Hon Wai began serving as our director and has received annual compensation of $20,000, payable on a monthly

In addition, the Company agreed to issue Mr.

Ku 7,500 shares of its common stock every year under

the Company’s stock incentive plan.

Ku 7,500 shares of its common stock every year under the Company’s

stock incentive plan.

On January 12, 2016, the Company issued Mr.

Ku 7,500 shares restricted common stock

under the 2015 ISP for his services in 2015, with a value of $1.33 per share, based on the closing price on the date of the issuance.

Ku will be reimbursed for his out-of-pocket expenses incurred in connection with his service to the Company.

October 28, 2009, Mr.

Wenbing Christopher Wang has served as our director and has received annual compensation of $20,000, payable

on a monthly basis.

Ku 7,500 shares restricted common stock under the 2015 ISP for

his services in 2015, with a value of $1.33 per share, based on the closing price on the date of the issuance.

Ku will be reimbursed

for his out-of-pocket expenses incurred in connection with his service to the Company.

Effective October

28, 2009, Mr.

Wenbing Christopher Wang has served as our director and has received annual compensation of $20,000, payable on a

monthly basis.

Wang also received 4,000 shares of common stock, a number equal to $20,000 divided by the closing

2 unchanged sentences

On January 11, 2012, the Company awarded its independent director Mr.

Christopher Wang 15,820 shares of restricted common stock.

These shares of common stock were issued under the 2011 ISP and are

valued at $3.45 per share, based on the closing price on the date of the issuance.

Wenbing Christopher

Wang 15,820 shares of restricted common stock.

These shares of common stock were issued under the 2011 ISP and are valued at $3.45

per share, based on the closing price on the date of the issuance.

On December 31, 2013, the Company awarded Mr.

Wang 5,000 shares restricted common stock under the 2011 ISP and 2012 ISP for, with a value of $2.66 per share, based on the closing

price on the date of the stock issuance.

Wang 5,000 shares

restricted common stock under the 2011 ISP and 2012 ISP for, with a value of $2.66 per share, based on the closing price on the

date of the stock issuance.

On January 12, 2016, the Company issued Mr.

Wang 5,000 shares restricted common stock

under the 2015 ISP, with a value of $1.33 per share, based on the closing price on the date of the issuance.

October 12, 2016, Ms.

Lusha Niu was elected as our director and receives annual compensation of RMB50,000, payable on a monthly

December 31, 2013, Mr.

Wang 5,000 shares restricted common stock under the 2015

ISP, with a value of $1.33 per share, based on the closing price on the date of the issuance.

On October 12, 2016,

Lusha Niu was elected as our director and receives annual compensation of RMB50,000, payable on a monthly basis.

On December 31, 2013,

Fuzeng Liu received 5,000 shares of restricted common stock from our 2011 and 2012 ISPs.

The value of the

stock award is determined by the closing price of the Company’s common stock on the date of the award, which was $2.66 as

of December 31, 2013.

than the appointments described above, there are no understandings or arrangements between Mr.

other person pursuant to which Mr.

The value of the stock award is determined

by the closing price of the Company’s common stock on the date of the award, which was $2.66 as of December 31, 2013.

Other than the appointments

described above, there are no understandings or arrangements between Mr.

Niu and any other person pursuant

Niu was appointed as a director.

Wang, and Ms.

have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or

executive officer.

Equity Awards at Fiscal Year-End

were no option exercises in fiscal year of 2018 or options outstanding as of December 31, 2018.

and Retirement Plans

except for contributions to the PRC government-mandated social security retirement endowment fund for those employees who have

not waived their coverage, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors

or employees.

There are also no compensatory plans or arrangements with respect to any individual named above which results or

will result from the resignation, retirement or any other termination of employment with our company, or from a change in our

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

following table sets forth certain information with respect to the beneficial ownership of our common stock by (i) any person

or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our Chief Executive Officer and President

and (iv) all executive officers and directors as a group as of December 31, 2018.

and Nature of Beneficial Ownership

Niu do not have any family relationship

with any director, executive officer or person nominated or chosen by us to become a director or executive officer.

Outstanding Equity Awards at Fiscal Year-End

There were no option exercises in fiscal

year of 2019 or options outstanding as of December 31, 2019.

Pension and Retirement Plans

Currently, except

for contributions to the PRC government-mandated social security retirement endowment fund for those employees who have not waived

their coverage, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees.

There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from

the resignation, retirement or any other termination of employment with our company, or from a change in our control.

Security Ownership of Certain

Beneficial Owners and Management and Related Stockholder Matters

The following table

sets forth certain information with respect to the beneficial ownership of our common stock by (i) any person or group owning more

than 5% of any class of voting securities, (ii) each director, (iii) our Chief Executive Officer and President and (iv) all executive

officers and directors as a group as of December 31, 2019.

Amount and Nature of Beneficial Ownership

Percentage of

Name and Address

of Beneficial Owner

Liu CEO and Director

Zhou Secretary

Ku Hon Wai Director

Christopher Wang Director

Directors and Executive Officers as a Group (7 persons)

Less than 1% of the Company’s issued and outstanding common shares.

Certain Relationships and Related Transactions, and Director Independence

from our principal shareholder, Chairman and CEO Mr.

Zhenyong Liu, the Company’s CEO has loaned money to Dongfang Paper for working capital purposes over a period of time.

January 1, 2013, Dongfang Paper and Mr.

Zhenyong Liu renewed the three-year term loan previously entered on January 1, 2010, and

extended the maturity date further to December 31, 2015.

On December 31, 2015, the Company paid off the loan of $2,249,279, together

with interest of $391,374 for the period from 2013 to 2015.

Approximately $373,490 and $392,296 of interest were outstanding to

Zhenyong Liu, which were recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated

balance sheet as of December 31, 2018 and 2017, respectively.

December 10, 2014, Mr.

Zhenyong Liu provided a loan to the Company, amounted to $8,742,278 to Dongfang Paper for working capital

purpose with an interest rate of 4.35% per annum, which was based on the primary lending rate of People’s Bank of China.

The unsecured loan was provided on December 10, 2014, and would be originally due on December 10, 2017.

During the year of 2016,

the Company repaid $6,012,416 to Mr.

Zhenyong Liu, together with interest of $288,596.

In February 2018, the company repaid $3,014,863

Zhenyong Liu, together with interest of $20,400.

As of December 31, 2018 and 2017, the outstanding loan balance was $nil

and $3,060,818, respectively and the accrued interest was $43,711 and $45,912, respectively, which was recorded in other payables

and accrued liabilities as part of the current liabilities in the consolidated balance sheet.

March 1, 2015, the Company entered an agreement with Mr.

Zhenyong Liu which allows Dongfang Paper to borrow from the CEO an amount

up to $17,484,555 (RMB120,000,000) for working capital purposes.

The advances or funding under the agreement are due three years

from the date each amount is funded.

The loan is unsecured and carries an annual interest rate set on the basis of the primary

lending rate of the People’s Bank of China at the time of the borrowing.

On July 13, 2015, an unsecured amount of $4,324,636

was drawn from the facility.

On October 14, 2016 an unsecured amount of $2,883,091 was drawn from the facility.

In February 2018,

the company repaid $1,507,432 to Mr.

Name and Address of Beneficial Owner

Zhenyong Liu CEO and Director

Jing Hao CFO *

Dahong Zhou Secretary

Marco Ku Hon Wai Director*

Fuzeng Liu Director*

Wenbing Christopher Wang Director*

Lusha Niu Director

All Directors and Executive Officers as a Group (7 persons)

* Less than 1% of the Company’s issued and outstanding

common shares.

Certain Relationships and Related

Transactions, and Director Independence

Loans from our principal shareholder,

Chairman and CEO Mr.

Mr Zhenyong Liu, the Company’s CEO

has loaned money to Dongfang Paper for working capital purposes over a period of time.

On January 1, 2013, Dongfang Paper and Mr.

Zhenyong Liu renewed the three-year term loan previously entered on January 1, 2010, and extended the maturity date further to

December 31, 2015.

On December 31, 2015, the Company paid off the loan of $2,249,279, together with interest of $391,374 for the

period from 2013 to 2015.

Approximately $367,441 and $373,490 of interest were outstanding to Mr.

Zhenyong Liu, which were recorded

in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet as of December 31,

2019 and 2018, respectively.

On December 10, 2014, Mr.

provided a loan to the Company, amounted to $8,742,278 to Dongfang Paper for working capital purpose with an interest rate of 4.35%

per annum, which was based on the primary lending rate of People’s Bank of China.

The unsecured loan was provided on December

10, 2014, and would be originally due on December 10, 2017.

During the year of 2016, the Company repaid $6,012,416 to Mr.

Liu, together with interest of $288,596.

In February 2018, the company paid off the remaining balance, together with interest of

As of December 31, 2019 and 2018, approximately $43,003 and $43,711 of interest were outstanding to Mr.

Zhenyong Liu,

which was recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet.

On March 1, 2015, the Company entered an

agreement with Mr.

Zhenyong Liu which allows Dongfang Paper to borrow from the CEO an amount up to $17,201,342 (RMB120,000,000)

for working capital purposes.

The advances or funding under the agreement are due three years from the date each amount is funded.

The loan is unsecured and carries an annual interest rate set on the basis of the primary lending rate of the People’s Bank

of China at the time of the borrowing.

On July 13, 2015, an unsecured amount of $4,324,636 was drawn from the facility.

14, 2016 an unsecured amount of $2,883,091 was drawn from the facility.

In February 2018, the company repaid $1,507,432 to Mr.

Zhenyong Liu.

The loan would be originally due on July 12, 2018.

Zhenyong Liu agreed

to extend the loan for additional 3 years and the remaining balance will be due on July 12, 2021.

On November 23, 2018, the company

repaid $3,768,579 to Mr.

Zhenyong Liu, together with interest of $158,651.

As of December 31, 2018 and 2017, the outstanding loan

balance were $2,185,569 and $7,652,047, respectively, and the accrued interest was $200,253 and $110,476, respectively, which

was recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet.

of December 31, 2018 and 2017, total amount of loans due to Mr.

Zhenyong Liu were $2,185,569 and $10,712,865, respectively.

interest expense incurred for such related party loans are $277,411 and $451,626 for the years ended December 31, 2018 and 2017,

respectively.

The accrued interest owe to the CEO was approximately $617,454 and $548,684, as of December 31, 2018 and 2017, respectively,

which was recorded in other payables and accrued liabilities.

the years ended December 31, 2018 and 2017, the Company borrowed $210,418 and $nil respectively, from shareholders to pay for

various expenses incurred in the United States.

The amount is due on demand with no interest.

of Headquarters Real Properties to a Related Party

discussed under the “Liquidity and Capital Resources - Relocation of Facilities and Sale of Headquarters Compound Real Properties,”

on August 7, 2013, the Company’s Audit Committee and the Board of Directors approved the sale of the LUR, the Industrial

Buildings, and the Dormitories to Hebei Fangsheng, a real estate development company owned by Mr.

Zhenyong Liu, our Chairman and

Chief Executive Officer and his family, for cash of approximately $2.77 million, $1.15 million, and $4.31 million, respectively.

In November 2012, Hebei Fangsheng provided the Company with a payment of approximately $1,075,606 earnest money deposit payment

in connection with the sale, which would be refunded to Hebei Fangsheng in the event that the parties fail to reach an agreement

on the terms of the Potential Sale.

The Company recorded the receipt of the earnest money deposit as a security deposit as of

December 31, 2012 accordingly.

In connection with the sale of the Industrial Buildings, Hebei Fangsheng agreed to lease the Industrial

Buildings back to the Company for its original use for a term of up to three years, with an annual rental payment of approximately

As of December 31, 2018, the Company accrued rent due to Hebei Fangsheng in the amount of $60,378.

a condition for the sale of the Dormitories, Hebei Fangsheng agreed that it would act as an agent for the Company, which is not

qualified to sell residential housing units in China, and that it is obligated to sell all of the 132 apartment units in the Dormitories

to qualified employees of the Company at its acquisition price.

Hebei Fangsheng further agreed that it would not seek to profit

from the resale of the Dormitories units and would allow the Company to inspect the books and records of the sale upon completion

of the resale of the Dormitories units to ensure the objectives are achieved.

sale was conducted on an arms-length basis, and was reviewed by the Company’s Audit Committee and approved by the Board

of Directors as discussed above.

The $2.77 million sale price of the LUR was determined by the valuation from a government designated

appraisal, which was 3.35% higher than a second independent appraisal commissioned by the Company.

The $1.15 million sale price

of the Industrial Buildings was determined by negotiation between the Company and Hebei Fangsheng and is equal to the appraised

value based on the assumption that the use of the buildings would be continued until they are retired.

Based on the assumption

that such buildings would have to be torn down to comply with the re-zoning requirements, a second independent appraisal obtained

by the Company put the value at $0.4 million.

Although the Company and Hebei Fangsheng agreed to set the sale price of the Dormitories

at the Company’s original construction cost of the three dormitory buildings for $4.31 million, an independent appraisal

shows that the value for the three buildings as employee dormitories was $4.64 million.

the sale of the LUR and the Industrial Buildings, we generated a net gain on disposal of approximately $84,972, net of land appreciation

tax and other transactional taxes and fees paid out of the proceeds of the sale to various local government tax authorities.

of the dormitories, which was classified as assets held for sale as of December 31, 2013, was consummated on August 15, 2014 with

a gain on disposal of approximately $203,620 recognized during the year ended December 31, 2014.

of December 31, 2014, the sale of the LUR, Industrial Buildings, and Dormitories was completed.

Net proceeds from the sale of

$8.26 million are used to fund our tissue paper production line construction.

for Approval of Related Party Transactions

Board of Directors is charged with reviewing and approving all potential related party transaction whether or not such transactions

exceed $120,000.

We have not adopted other procedures for review, or standards for approval, of such transactions,

but instead review them on a case-by-case basis.

Company currently has three independent directors, Marco Ku Hon Wai, Wenbing Christopher Wang, and Lusha Niu, as that term is

defined under the NYSE MKT Company Guide.

Principal Accountant Fees and Services

Zhenyong Liu agreed to extend the loan for additional 3 years

and the remaining balance will be due on July 12, 2021.

On November 23, 2018, the company repaid $3,768,579 to Mr.

Zhenyong Liu,

together with interest of $158,651.

In December 2019, the company paid off the remaining balance, together with interest of 94,636.

As of December 31, 2019 and 2018, the outstanding loan balance were $nil and $2,185,569, respectively, and the accrued interest

was $197,009 and $200,253, respectively, which was recorded in other payables and accrued liabilities as part of the current liabilities

in the consolidated balance sheet.

As of December 31, 2019 and 2018, total

amount of loans due to Mr.

Zhenyong Liu were $nil and $2,185,569, respectively.

The interest expense incurred for such related

party loans are $94,636 and $277,411 for the years ended December 31, 2019 and 2018, respectively.

The accrued interest owe to

the CEO was approximately $607,453 and $617,454, as of December 31, 2019 and 2018, respectively, which was recorded in other payables

and accrued liabilities.

As of December 31,

2019 and 2018, amount due to shareholder are $483,433 and $210,148, respectively, which represents funds from shareholders to pay

for various expenses incurred in the U.S.

The amount is due on demand with interest free.

Sale of Headquarters

Compound Real Properties to a Related Party

On August 7, 2013, the Company’s

Audit Committee and the Board of Directors approved the sale of the land use right of the Headquarters Compound (the “LUR”),

the office building and essentially all industrial-use buildings in the Headquarters Compound (the “Industrial Buildings”),

and three employee dormitory buildings located within the Headquarters Compound (the “Dormitories”) to Hebei Fangsheng

for cash prices of approximately $2.77 million, $1.15 million, and $4.31 million respectively.

Sales of the LUR and the Industrial

Buildings were completed in year 2013.

In connection with the sale of the Industrial

Buildings, Hebei Fangsheng agreed to lease the Industrial Buildings back to the Company for its original use for a term of up to

three years, with an annual rental payment of approximately $145,037 (RMB1,000,000).

The lease agreement expired in August 2016.

On August 6, 2016 and August 6, 2018, the Company entered into two supplementary agreements with Hebei Fangsheng, who agreed to

extend the lease term for another four years in total, with the same rental payment as original lease agreement.

Procedures for Approval of Related

Party Transactions

Our Board of Directors

is charged with reviewing and approving all potential related party transaction whether or not such transactions exceed $120,000.

have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case

Director Independence

The Company currently

has three independent directors, Marco Ku Hon Wai, Wenbing Christopher Wang, and Lusha Niu, as that term is defined under the NYSE

MKT Company Guide.

Principal Accountant Fees and

incurred approximately $171,600 for professional services rendered by our registered independent public accounting firm, WWC, P.C.,

for the audit and reviews of the Company’s financial statements for 2019.

incurred approximately $150,000 for professional services rendered by our registered independent public accounting firm, WWC,

P.C., for the audit and reviews of the Company’s financial statements for 2017.

incurred approximately $128,554 (RMB840,000) for professional services rendered by our registered independent public accounting

firm, BDO, for the audit of the Company’s financial statements for 2017.

Further, in 2017, we incurred approximately $91,825

for the reviews of the Company’s quarterly reports by BDO.

incurred approximately $236,739 for professional services rendered by our registered independent public accounting firm, BDO,

for the audit of the Company’s financial statements for 2016.

Further, in 2016, we incurred approximately $103,714 for the

reviews of the Company’s quarterly reports by BDO.

Audit-Related

incurred approximately $171,600 for professional services rendered by our registered independent public accounting firm, WWC, P.C.,

for the audit and reviews of the Company’s financial statements for 2018.

We incurred approximately

$128,554 (RMB840,000) for professional services rendered by our registered independent public accounting firm, BDO, for the audit

of the Company’s financial statements for 2017.

Further, in 2017, we incurred approximately $91,825 for the reviews of the

Company’s quarterly reports by BDO.

We incurred approximately

$236,739 for professional services rendered by our registered independent public accounting firm, BDO, for the audit of the Company’s

financial statements for 2016.

Further, in 2016, we incurred approximately $103,714 for the reviews of the Company’s quarterly

reports by BDO.

Audit-Related Fees

IT Tech Packaging did not incur any audit-related

fees to WWC in 2019.

Tech Packaging did not incur any audit-related fees to BDO in 2017.

IT Tech Packaging did not incur any audit-related

fees to BDO in 2018.

IT Tech Packaging did not incur any tax

fees to WWC in 2019.

Tech Packaging did not incur any tax fees to BDO in 2017.

Tech Packaging did not incur any fees from its registered independent public accounting firm for services rendered to IT Tech

Packaging, other than the services covered in “Audit Fees”

IT Tech Packaging did not incur any tax

fees to WWC in 2018.

All Other Fees

IT Tech Packaging

did not incur any fees from its registered independent public accounting firm for services rendered to IT Tech Packaging, other

than the services covered in “Audit Fees”

and “Audit-Related Fees”

for the fiscal years

ended December 31, 2018 and 2017.

respect to the Company’s auditing and other non-audit related services rendered by its registered independent public accounting

firm for 2018 and 2017, all engagements were entered into pursuant to the audit committee’s pre-approval policies and procedures.

Exhibits, Financial Statements Schedules

and Plan of Merger, dated October 29, 2007, by and among Carlateral, Inc., CARZ Merger Sub, Inc.,

Dongfang Zhiye Holding Limited, and the shareholders

of Dongfang Zhiye Holding Limited, incorporated by

reference from Exhibit 10.1 to the Company’s

Current Report on Form 8-K filed with the Securities and

Exchange Commission on November 2, 2007.

of Incorporation, incorporated by reference to the exhibit to our report on form SB-2 filed with the SEC on

August 4, 2006

of Amendment to Articles of Incorporation, incorporated by reference to the exhibit of the same number

to our Current Report on form 8-K filed with the

SEC on December 28, 2007

incorporated by reference to the exhibit to our report on form SB-2 filed with the SEC on August 4, 2006

of Common Stock certificate, incorporated by reference to the exhibit to our report on form SB-2 filed

with the SEC on August 4, 2006

of Warrant, incorporated by reference to exhibit 4.1 to our Current Report on Form 8-K filed with the SEC

on September 3, 2014.

Lease Agreement, dated January 2, 2002, by and between the Company and Xushui District Dayin Township

Wuji Village Committee and Party Branch, incorporated

by reference to the exhibit to our amended Annual Report

for the fiscal years ended December

31, 2019 and 2018.

With respect to the

Company’s auditing and other non-audit related services rendered by its registered independent public accounting firm for

2019 and 2018, all engagements were entered into pursuant to the audit committee’s pre-approval policies and procedures.

Exhibits, Financial Statements

Description of Exhibit

Agreement and Plan of Merger, dated October 29, 2007, by and among Carlateral, Inc., CARZ

Merger Sub, Inc.,Dongfang Zhiye Holding Limited, and the shareholders of Dongfang Zhiye Holding Limited, incorporated byreference

from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities andExchange Commission on November

Articles of Incorporation, incorporated by reference to the exhibit to our report on form

SB-2 filed with the SEC onAugust 4, 2006

Certificate of Amendment to Articles of Incorporation, incorporated by reference to the

exhibit of the same numberto our Current Report on form 8-K filed with the SEC on December 28, 2007

Bylaws, incorporated by reference to the exhibit to our report on form SB-2 filed with the

SEC on August 4, 2006

Specimen of Common Stock certificate, incorporated by reference to the exhibit to our report

on form SB-2 filedwith the SEC on August 4, 2006

Form of Warrant, incorporated by reference to exhibit 4.1 to our Current Report on Form

8-K filed with the SECon September 3, 2014.

Description of Securities

Land Lease Agreement, dated January 2, 2002, by and between the Company and Xushui District

Dayin Township Wuji Village Committee and Party Branch, incorporated by reference to the exhibit to our amended Annual Report

on form 10-K/A filed with the SEC on February 1, 2010

Use Rights Certificate, dated March 10, 2003, incorporated by reference to the exhibit to our amended Annual

Report on form 10-K/A filed with the SEC on February

Technical Service and Business Consulting Agreement, dated June 24, 2009, by and between Dongfang Paper and

Baoding Shengde, incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on June 30,

Agreement, dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde, and the

shareholders of Dongfang Paper, incorporated by

reference to the exhibit to our Current Report on form 8-K filed

with the SEC on June 30, 2009

Agreement, dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde, and the

shareholders of Dongfang Paper, incorporated by

reference to the exhibit to our Current Report on form 8-K filed

with the SEC on June 30, 2009

Option Agreement, dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde, and the

shareholders of Dongfang Paper, incorporated by

reference to the exhibit to our Current Report on form 8-K filed

with the SEC on June 30, 2009

Pledge Agreement, dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde, and the

shareholders of Dongfang Paper, incorporated by

reference to the exhibit to our Current Report on form 8-K filed

with the SEC on June 30, 2009

Option Agreement Amendment, dated February 10, 2010, by and between Dongfang Paper, Baoding Shengde,

and the shareholders of Dongfang Paper, incorporated by reference to the exhibit to our Current Report on form 8-K filed with

the SEC on February 11, 2010

Pledge Agreement Amendment, dated February 10, 2010, by and between Dongfang Paper, Baoding Shengde,

and the shareholders of Dongfang Paper, incorporated by reference to the exhibit to our Current Report on form 8-K filed with

the SEC on February 11, 2010

Purchase Agreement dated October 7, 2009 between the Company and the Access America Fund, LP,

Renaissance US Growth Investment Trust Plc, RENN

Global Entrepreneurs Funds, Inc., Premier RENN

Entrepreneurial Fund Limited, Pope Investments II,

LLC and Steve Mazur (collectively, the “Buyers”),

incorporated by reference to the exhibit to our

Current Report on form 8-K filed with the SEC on October 8, 2009

Good Securities Escrow Agreement dated October 7, 2009 between the Company, the Buyers, Zhenyong Liu

and the Sichenzia Ross Friedman Ference LLP (the

“Escrow Agent”)., incorporated by reference to the

exhibit to our Current Report on form 8-K filed

with the SEC on October 8, 2009

Agreement dated October 7, 2009 between the Company, the Buyers, Zhenyong Liu and the Escrow Agent,

incorporated by reference to the exhibit to our

Current Report on form 8-K filed with the SEC on October 8, 2009

Rights Agreement between the Company and the Buyers dated October 7, 2009, incorporated by

reference to the exhibit to our Current Report on

form 8-K filed with the SEC on October 8, 2009

Agreement between Company and Zhenyong Liu dated October 7, 2009, incorporated by reference to the

exhibit to our Current Report on form 8-K filed

with the SEC on October 8, 2009

Purchase Agreement, dated November 25, 2009, by and between Baoding Shengde Paper Co., Ltd.

HebeiShuangxing Paper Co., Ltd., incorporated by

reference to the exhibit to our Current Report on form 8-K filed

with the SEC on December 10, 2009

Agreement, dated March 31, 2010, for the sale of 3,000,000 shares of Common Stock, by and between

IT Tech Packaging, Inc.

and Roth Capital Partners,

LLC, incorporated by reference to the exhibit to Current Report on

form 8-K filed with the SEC on March 31, 2010

Agreement, dated April 9, 2010 by and between Henan Qinyang First Paper Machine Limited and Hebei

Baoding Dongfang Paper Milling Company Limited for

the purchase of a series of paper machineries and equipment,

incorporated by reference to the exhibit to our

Current Report on form 8-K filed with the SEC on April 12, 2010

Zhenyong Liu regarding postponement of interest payments by IT Tech Packaging, Inc., incorporated by

reference to Exhibit 10.22 to our Annual Report

on Form 10-K filed on March 25, 2014.

Limit Agreement dated as March 3, 2014 between Hebei Baoding Dongfang Paper Milling Co., Ltd.

Shanghai Pudong Development Bank Inc., Baoding Branch,

incorporated by reference to Exhibit 10.23 to our

Annual Report on Form 10-K filed on March 25, 2014.

Loan Agreement dated as of July 5, 2013 between Hebei Baoding Dongfang Paper Milling Co., Ltd.

Rural Credit Union of Xushui District, incorporated

by reference to Exhibit 10.24 to our Annual Report on Form

10-K filed on March 25, 2014.

Letter, dated as of June 3, 2014, between the Company and H.C.

Wainwright & Co., LLC and

amendments dated as of July 1, 2014, August 19,

2014 and August 25, 2014, incorporated by reference to exhibits

1.1, 1.2, 1.3 and 1.4 to our Current Report on Form

8-K filed with the SEC on September 3, 2014.

Purchase Agreement, dated August 25, 2014, incorporated by reference to exhibit 10.1 to our Current

Report on Form 8-K filed with the SEC on September

Letter dated November 3, 2014, by and between IT Tech Packaging, Inc.

and Marco Ku Hon Wai,

incorporated by reference to exhibit 10.1 to our

Current Report on Form 8-K filed with the SEC on November 6,

Agreement dated December 2, 2014, by and between IT Tech Packaging, Inc.

and Zhenyong Liu, incorporated by

reference to Exhibit 10.24 to our Annual Report

on Form 10-K filed on March 25, 2014.

Agreement dated March 1, 2015, by and between IT Tech Packaging, Inc.

and Zhenyong Liu, incorporated by

reference to Exhibit 10.25 to our Annual Report

on Form 10-K filed on March 25, 2015.

dated July 1, 2015, among China Orient, Hebei Baoding Dongfang Paper Milling Company Limited,

Baoding Shengde Paper Co., Ltd., Zhenyong Liu, Xiaodong

Liu, and Shuangxi Zhao, incorporated by reference to

Exhibit 10.1 to our Current Report on Form 8-K filed

with the SEC on July 22, 2015

of Ethics and Business Conduct, incorporated by reference to the Exhibit 14.1 to our Annual Report on Form

10-K filed with the SEC on March 18, 2013

of Subsidiaries, incorporated by reference to the exhibit to our Annual Report on Form 10-K filed with the

SEC on March 15, 2011

Land Use Rights Certificate, dated March 10, 2003, incorporated by reference to the exhibit

to our amended Annual Report on form 10-K/A filed with the SEC on February 1, 2010

Exclusive Technical Service and Business Consulting Agreement, dated June 24, 2009, by and

between Dongfang Paper and Baoding Shengde, incorporated by reference to the exhibit to our Current Report on form

8-K filed with the SEC on June 30, 2009

Proxy Agreement, dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde, and

theshareholders of Dongfang Paper, incorporated by reference to the exhibit to our Current Report on form 8-K filedwith the

SEC on June 30, 2009

Loan Agreement, dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde, and

theshareholders of Dongfang Paper, incorporated by reference to the exhibit to our Current Report on form 8-K filed with the

SEC on June 30, 2009

Call Option Agreement, dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde,

and theshareholders of Dongfang Paper, incorporated by reference to the exhibit to our Current Report on form 8-K filed with

the SEC on June 30, 2009

Share Pledge Agreement, dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde,

and theshareholders of Dongfang Paper, incorporated by reference to the exhibit to our Current Report on form 8-K filedwith

the SEC on June 30, 2009

Call Option Agreement Amendment, dated February 10, 2010, by and between Dongfang Paper,

Baoding Shengde, and the shareholders of Dongfang Paper, incorporated by reference to the exhibit to our Current Report on

form 8-K filed with the SEC on February 11, 2010

Share Pledge Agreement Amendment, dated February 10, 2010, by and between Dongfang Paper,

Baoding Shengde, and the shareholders of Dongfang Paper, incorporated by reference to the exhibit to our Current Report on

form 8-K filed with the SEC on February 11, 2010

Securities Purchase Agreement dated October 7, 2009 between the Company and the Access America

Fund, LP, Renaissance US Growth Investment Trust Plc, RENN Global Entrepreneurs Funds, Inc., Premier RENN Entrepreneurial

Fund Limited, Pope Investments II, LLC and Steve Mazur (collectively, the “Buyers”),incorporated by reference

to the exhibit to our Current Report on form 8-K filed with the SEC on October 8, 2009

Make Good Securities Escrow Agreement dated October 7, 2009 between the Company, the Buyers,

Zhenyong Liuand the Sichenzia Ross Friedman Ference LLP (the “Escrow Agent”)., incorporated by reference to the

exhibit to our Current Report on form 8-K filed with the SEC on October 8, 2009

Escrow Agreement dated October 7, 2009 between the Company, the Buyers, Zhenyong Liu and

the Escrow Agent,incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on October

Registration Rights Agreement between the Company and the Buyers dated October 7, 2009,

incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on October 8, 2009

Lock-Up Agreement between Company and Zhenyong Liu dated October 7, 2009, incorporated

by reference to theexhibit to our Current Report on form 8-K filed with the SEC on October 8, 2009

Asset Purchase Agreement, dated November 25, 2009, by and between Baoding Shengde Paper

and HebeiShuangxing Paper Co., Ltd., incorporated by reference to the exhibit to our Current Report on form 8-K

filedwith the SEC on December 10, 2009

Description of Exhibit

Purchase Agreement, dated March 31, 2010, for the sale of 3,000,000 shares of Common Stock, by and between IT Tech Packaging, Inc.

and Roth Capital Partners, LLC, incorporated by reference to the exhibit to Current Report on form 8-K filed with the SEC on March 31, 2010

Purchase Agreement, dated April 9, 2010 by and between Henan Qinyang First Paper Machine Limited and Hebei Baoding Dongfang Paper Milling Company Limited for the purchase of a series of paper machineries and equipment, incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on April 12, 2010

Letter from Mr.

Zhenyong Liu regarding postponement of interest payments by IT Tech Packaging, Inc., incorporated byreference to Exhibit 10.22 to our Annual Report on Form 10-K filed on March 25, 2014.

Financing Limit Agreement dated as March 3, 2014 between Hebei Baoding Dongfang Paper Milling Co., Ltd.

and Shanghai Pudong Development Bank Inc., Baoding Branch, incorporated by reference to Exhibit 10.23 to our Annual Report on Form 10-K filed on March 25, 2014.

Enterprise Loan Agreement dated as of July 5, 2013 between Hebei Baoding Dongfang Paper Milling Co., Ltd.

and Rural Credit Union of Xushui District, incorporated by reference to Exhibit 10.24 to our Annual Report on Form10-K filed on March 25, 2014.

Engagement Letter,

dated as of June 3, 2014, between the Company and H.C.

Wainwright & Co., LLC and amendments dated as of July 1, 2014,

August 19, 2014 and August 25, 2014, incorporated by reference to exhibits 1.1 , 1.2 , 1.3 and 1.4 to our Current Report on

Form 8-K filed with the SEC on September 3, 2014.

Securities Purchase Agreement, dated August 25, 2014, incorporated by reference to exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 3, 2014.

Appointment Letter dated November 3, 2014, by and between IT Tech Packaging, Inc.

and Marco Ku Hon Wai, incorporated by reference to exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 6,2014.

Loan Agreement dated December 2, 2014, by and between IT Tech Packaging, Inc.

and Zhenyong Liu, incorporated byreference to Exhibit 10.24 to our Annual Report on Form 10-K filed on March 25, 2014.

Loan Agreement dated March 1, 2015, by and between IT Tech Packaging, Inc.

and Zhenyong Liu, incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K filed on March 25, 2015.

Agreement dated July 1, 2015, among China Orient, Hebei Baoding Dongfang Paper Milling Company Limited, Baoding Shengde Paper Co., Ltd., Zhenyong Liu, Xiaodong Liu, and Shuangxi Zhao, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 22, 2015

Acquisition Agreement dated June 25, 2019, by and between Hebei Baoding Dongfang Paper Milling Company Limited and Hebei Tengsheng Paper Co., Ltd, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 28, 2019.

Supplement Agreement dated December 16, 2019, by and between Hebei Baoding Dongfang Paper Milling Company Limited and Hebei Tengsheng Paper Co., Ltd, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 27, 2019

Code of Ethics and Business Conduct, incorporated by reference to the Exhibit 14.1 to our Annual Report on Form10-K filed with the SEC on March 18, 2013

Lists of Subsidiaries, incorporated by reference to the exhibit to our Annual Report on Form 10-K filed with theSEC on March 15, 2011

Consent of WWC, P.C.

Certified Accountants.

Certification

Required Under Section 302 of Sarbanes-Oxley Act of 2002.

Certification

Required Under Section 302 of Sarbanes-Oxley Act of 2002.

Certification

Required Under Section 906 of Sarbanes-Oxley Act of 2002.

Certification

Required Under Section 302 of Sarbanes-Oxley Act of 2002.

Instance Document

Schema Document

Calculation Linkbase Document

Label Linkbase Document

Presentation Linkbase Document

Definition Linkbase Document

Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.

Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002.

Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.

XBRL Instance Document

XBRL Schema Document

XBRL Calculation Linkbase Document

XBRL Label Linkbase Document

XBRL Presentation Linkbase Document

XBRL Definition Linkbase Document

* Filed herewith.

16 Form 10-K Summary.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

TECH PACKAGING, INC.

Chief Executive

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer and Chairman of the

Item 16 Form 10-K Summary.

Not applicable.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

March 23, 2020

IT TECH PACKAGING, INC.

/s/ Zhenyong Liu

Chief Executive Officer

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant

and in the capacities and on the dates indicated.

/s/ Zhenyong Liu

Chief Executive Officer and Chairman of the Board

March 23, 2020

(principal executive officer)

Chief Financial Officer

(principal financial

and accounting officer)

March 23, 2020

(principal financial and accounting officer)

/s/ Fuzeng Liu

March 23, 2020

/s/ Marco Ku Hon Wai

March 23, 2020

Marco Ku Hon Wai

/s/ Wenbing Christopher Wang

March 23, 2020

Wenbing Christopher Wang

Christopher Wang

/s/ Lusha Niu

March 23, 2020

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures