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Item 9A. Controls and Procedures

2021-04-19 compared with 2011-09-26 · 561 added, 338 removed, 35 unchanged (96% of the section changed)

Controls and Procedures

Please refer to the disclosure provided in "Item 9A(T) - Controls and Procedures" below.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in the reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms.

Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to the Company's management, including the Company's chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based upon their evaluation as of the end of the period covered by this report, the Company's chief executive officer and chief financial officer concluded that, the Company's disclosure controls and procedures are effective to ensure that information required to be included in the Company's periodic SEC filings is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.

Our chief executive officer and chief financial officer also concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports required to be filed or submitted under the Exchange Act is accumulated and communicated to the our management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act.

Our management is also required to assess and report on the effectiveness of our internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 (“Section 404”).

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with generally accepted accounting principles.

Internal control over financial reporting includes policies and procedures that:

(i) pertain to maintaining records that in reasonable detail accurately and fairly reflect our transactions;

(ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements and that receipts and expenditures of company assets are made in accordance with management authorization;

and (iii) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

For the fiscal year ended December 31, 2009, we carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b).

In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework.

This evaluation was conducted by Zhenyong Liu, our chief executive officer, and Winston C.

Yen, our chief financial officer.

Based upon this evaluation, the chief executive officer and the chief financial officer concluded that our internal control over financial reporting is effective based on those criteria.

This annual report includes an attestation report issued by our registered independent accounting firm regarding our internal control over financial reporting.

The Company's internal control over financial reporting was not required to be subject to attestation by our registered independent public accounting firm pursuant to temporary rules of the Securities and Exchange Commission because the Company is a smaller reporting company.

However, the Company voluntarily engaged its registered independent public accountants to attest our internal control as at December 31, 2009.

Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting.

That attestation report appears below.

Changes in Internal Controls over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment.

During the three months ended December 31, 2009, we implemented changes that include (1) control procedures for better transaction authorization, and (2) better measurement and monitoring systems for determining the period-end inventory quantities.

As of December 31, 2009, we are also implementing new internal audit functions to assist management to better monitor the effectiveness of our controls and procedures.

Except for the above, there were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud.

Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met.

Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Orient Paper, Inc.

We have audited Orient Paper, Inc.’s (the “Company”) internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A(T), Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audit also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Company as of December 31, 2009, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the years then ended and our report dated September 26, 2011, expressed an unqualified opinion thereon.

/s/ BDO Limited

Hong Kong, September 26, 2011

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, 2020.

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, 2020.

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, 2020, 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, 2020.

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, 2020 that has materially affected, or is reasonably likely to

materially affect, the Company’s internal controls over financial reporting.

Other Information

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.

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 shareholders 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:

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:

Position/Title

Chief Executive Officer and Chairman of the Board

Chief Financial Officer

Drew Bernstein

Wenbing Christopher Wang

Zhaofang Wang

Our directors hold office until the next annual meeting of our shareholders and until their successors have been qualified after being elected or appointed.

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 .

On November 30, 2007, Zhenyong Liu became a member of the Board of Directors and was appointed Chairman of the Board of Directors.

Liu has also served as the Company's Chief Executive Officer since November 16, 2007.

Liu also serves as Chairman of Hebei Baoding Orient Paper Milling Company Limited, a position he has held since 1996.

Hebei Baoding Orient Paper Milling Company Limited is the Chinese operating subsidiary of Dongfang Zhiye Holding Limited, which entity was acquired by our Company under the merger transaction previously reported by Orient Paper in its Current Report on Form 8-K filed with the Commission on November 2, 2007.

From 1990 to 1996, he served as Plant Director of Xinxin Paper Milling Factory.

Liu served as General Manager of Xushui Town Huandong electronic appliances procurement station from 1986 to 1990 and as Vice Plant Director of Liuzhuang Casting Factory from 1982 to 1986.

Yen was appointed as our Chief Financial Officer on May 1, 2009.

Yen is a partner at ACCellence, LLP, a Los Angeles, California public accounting firm that he founded in December 2005.

Previously, he served as a partner of the accounting firm of Harry C.

Lin, CPA, APC in City of Industry, California from 2001 to 2005.

Yen served as a manager at Moss Adams, LLP from 2000 to 2001 and was an audit/tax supervising senior at CBIZ from 1997 to 1999.

He received a Bachelor’s degree in Accounting from the National Chengchi University in Taiwan in 1990 and a Master’s degree in Accounting Science from the University of Illinois at Urbana-Champaign in 1994.

Dahong Zhou .

Executive Officer and Chairman of the Board

Financial Officer

Christopher Wang

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.

All directors are elected for a two-year term.

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.

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.

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

serves as Chairman of Hebei Baoding Dongfang Paper Milling Company Limited (Dongfang Paper), a position he has held since

From 1990 to 1996, 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.

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.

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.

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

Zhou also serves as Executive Manager of Hebei Baoding Orient Paper Milling Company Limited, a position she has held since 2006.

Hebei Baoding Orient Paper Milling Company Limited is the Chinese operating subsidiary of Dongfang Zhiye Holding Limited, which entity was acquired by our Company under the Merger Transaction reported in our Current Report filed November 2, 2007.

Drew Bernstein.

Drew Bernstein was appointed as our director on October 28, 2009.

Bernstein is co-founder and managing partner of Bernstein & Pinchuk LLP, an accounting firm headquartered in New York, a position he has held since 1983.

Bernstein, a certified public accountant, received his BS degree from the University of Maryland Business School.

He is a member of the American Institute of Certified Public Accounts (AICPA), The New York State Society of Certified Public Accounts (NYSSCPA) and The National Society of Accountants (NSA).

Bernstein currently serves as a director of China Wind Systems, Inc.

Wenbing Christopher Wang .

Wenbing Christopher Wang was appointed as our director on October 28, 2009.

Wang has been President and director of Fushi Copperweld, Inc.

FSIN) (“Fushi”) since January 21, 2008.

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

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 has served on the Board of 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:

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 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.

Christopher Wang .

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

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

(“Fushi”) since January 21, 2008.

served 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 VCChina in various capacities.

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 an MBA in 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.

Wang currently serves as a director of General Steel Holdings (NYSE:

GSI) and China Integrated Energy, Inc.

Zhaofang Wang .

Zhaofang Wang was appointed as our director on October 28, 2009.

Wang has been Director of Research and Development at China National Pulp & Paper Research Institute, a national research and higher education institution in the PRC, since November 2005.

From October 1999 to October 2005, Ms.

Wang served as Director of the Department of Urban Development with the Ministry of Housing and Urban-Rural Development.

Wang, a certified senior economist, received a bachelor’s degree in economic management at Beijing University, Guanghua School of Management.

On November 30, 2007, Fuzeng Liu became a member of the Board of Directors.

Liu also serves as Vice General Manager of Hebei Baoding Orient Paper Milling Company Limited, a position he has held since 2002.

Hebei Baoding Orient Paper Milling Company Limited is the Chinese operating subsidiary of Dongfang Zhiye Holding Limited.

Previously, he was Deputy Secretary of Xushui Town Traffic Bureau from 1992 to 2002, Party Secretary of Xushui Town Dayin Village from 1988 to 1992, and Head of the Xushui Town Cuizhuang Village from 1984 to 1984.

From 1977 to 1984, Mr.

Liu served in committee office of Xushui Town.

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.

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 served in the Pharmaceutical Company of Xushui Town.

The Board 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.

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, 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, Hebei Baoding Orient Paper Milling Company Limited, 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 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 corporate governance/nominating committee.

The audit committee is comprised of Drew Bernstein, Wenbing Christopher Wang and Zhaofang Wang, with Mr.

Bernstein serving as chairman.

The compensation committee is comprised of Drew Bernstein, Wenbing Christopher Wang and Zhaofang Wang, with Ms.

Zhaofang Wang as chairman.

The nominating committee is comprised of Drew Bernstein, Wenbing Christopher Wang and Zhaofang Wang, with Mr.

Wenbing Christopher Wang as chairman.

Our 2010 long-term incentive plan, once approved, shall be administered by the compensation committee.

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.

Our board of directors has 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 on our website at http://www.orientpaperinc.com/images/Audit%20Committee%20Charter.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.

Liu worked at the committee office of Xushui

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.

Since September 2013, Ms.

Niu has been the Director of

Corporate Communications and Public Affairs, Asia Lead of Financial Communication at MSL GROUP, a global public

communications firm.

From August 2008 until August 2013, Ms.

Niu was an Associate Director at APCO Worldwide, a Washington

based global public affairs consulting firm.

Niu also served as a Consulting Analyst with BDA Consulting, advising

global institutional investors on their China deal strategy.

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.

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

Ku serving as chairman.

The Compensation

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

Lusha Niu serving as chairwoman.

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

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.

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 adopt.

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

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 on our website at http://www.orientpaperinc.com/images/Compensation%20Committee%20Charter.pdf

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 generally.

A copy of the nominating committee’s current charter is available on our website at http://www.orientpaperinc.com/images/Nominating%20Committee%20Charter.pdf

Code of Ethics

We have adopted a code of ethics to apply 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 on our website at www.orientpaperinc.com .

The board and its committees held the following number of meetings during 2009:

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.

The 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 website at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912356661968874958.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 Meetings

The Board of Directors and its committees held the following number of meetings during 2020:

Board of Directors

Audit Committee

N/A (not formed until October 28, 2009)

Compensation Committee

N/A (not formed until October 28, 2009)

Nominating Committee

N/A (not formed until October 28, 2009)

The meetings include meetings that were held by means of a conference telephone call, but do not include actions taken by unanimous written consent.

Each director attended at least 75% of the total number of meetings of the board and those committees on which he served during the year.

Our non-management directors did not meet in executive session during 2009.

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

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.

the fiscal year ended December 31, 2020, the Board of Directors met on at least a quarterly basis.

The independent directors had

regularly scheduled meetings as often as necessary to fulfill their responsibilities, including at least annually in executive

session without the presence of non-independent directors and management as required by Section 802(c) of the NYSE American Company

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:

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.

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.

Liu calls meetings of Board of Directors when necessary.

calls meetings of the Board of Directors when necessary.

We have three independent directors.

We do not have a lead independent director.

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

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

In addition, having a single leader eliminates the potential for confusion and provides clear leadership for the Company.

Our Board of Directors has three

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

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 overall responsibility for risk oversight.

The Board has delegated responsibility for the oversight of specific risks to Board 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 Nominating Committee oversees risks related to the company’s governance structure and processes.

Our Board of Directors is responsible to approve 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 Act of 1934

Section 16(a) of the Securities Exchange Act of 1934, as amended, 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 Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of the 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 Securities and Exchange Commission 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, 2009, 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 except for Winston C.

Yen was late for one Form 3 filing.

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:

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.

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, 2020, 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

The following summary compensation table indicates the cash and non-cash compensation earned during the years ended December 31, 2009 and 2008 by each person who served as principal executive officer, principal financial officer, and secretary during 2009.

No officer received compensation of $100,000 or more during 2008.

Principal Position

following compensation table summarizes the cash and non-cash compensation earned during the years ended December 31, 2020, and

2019 by each person who served as principal executive officer, principal financial officer, and secretary during 2020.

Name and Principal Position

Zhenyong Liu,

Chairman, CEO

Employment Agreements

On May 1, 2009, the Company entered into a Loanout Agreement with Winston C.

Yen, CPA, a Professional Accountancy Corporation (“Lender”), for the services of Lender’s employee, Winston C.

Yen, as Chief Financial Officer, for a term of one year.

Pursuant to the agreement, Mr.

Yen shall receive an annual salary of $36,000 for up to 80 hours of work per month, subject to adjustment for additional compensation of $2,000 per month during any calendar month when certain road show services are performed.

Yen shall also receive up to an aggregate of 5,000 shares of common stock of the Company during the term of the agreement as follows.

The shares shall vest, and be issued, on a quarterly basis at the rate of 1,250 shares every three calendar months, with the first installment to vest on May 10, 2009.

The shares shall be subject to an 18 month lock-up period from the date of issuance.

Compensation of Directors

The following table sets forth a summary of compensation paid to our directors during the fiscal year ended December 31, 2009 and December 31, 2008:

Principal Position

Drew Bernstein

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 $0.60 as of April 8, 2020.

Zhenyong Liu receives a monthly salary of RMB 20,000 (approximately $3,065).

On January 11, 2012, the Company awarded Mr.

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

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 issuance.

On September 13, 2018, the Company issued 100,000 shares of

common stock to Mr.

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

On April 8, 2020, the Company issued 200,000 shares of common stock to Mr.

Zhenyong Liu under the 2019 ISP with

a value of $0.60 per share as of the date of issuance.

On September 8,2020, the Compensation Committee of the Company

unanimously approved that Mr.

Zhenyong Liu shall receive the bonus of $40,000 for his service rendered in the year

Hao began receiving a monthly salary of RMB 20,000 (approximately $3,065) 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.

On September 8,2020, the Compensation Committee of the Company unanimously approved that Ms.

Hao shall receive the bonus of $40,000 for her service rendered in the year 2020.

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

31, 2020 and December 31, 2019:

Name and Principal Position

Marco Ku Hon Wai

Wenbing Christopher Wang

Zhaofang Wang

Xiaodong Liu,

Former Director

Effective October 28, 2009, the Company entered into an appointment letter with Drew Bernstein.

Pursuant to the agreement, Mr.

Bernstein was appointed our director and shall receive an annual salary of $20,000, payable on a monthly basis.

Bernstein shall also receive 7,500 shares of common stock with piggyback registration rights subordinate to any investors in any past or present private placement of securities.

Effective October 28, 2009, the Company entered into an appointment letter with Wenbing Christopher Wang.

Pursuant to the agreement, Mr.

Wang was appointed our director and shall receive an annual salary of $20,000, payable on a monthly basis.

Wang shall also receive 4,000 shares of common stock, which represents $20,000 divided by the closing price of the common stock on October 28, 2009, with piggyback registration rights subordinate to any investors in any past or present private placement of securities.

Effective October 28, 2009, the Company entered into an appointment letter with Zhaofang Wang.

Pursuant to the agreement, Ms.

Wang was appointed our director and shall receive an annual salary of RMB 50,000, payable on a monthly basis.

Other than the appointment letters described above, there are no understandings or arrangements between Mr.

Bernstein, Mr.

Wang and any other person pursuant to which Mr.

Bernstein, Mr.

Wang was appointed as a director.

Bernstein, Mr.

Wang, nor Ms.

Wang has 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 or options outstanding in fiscal year of 2009.

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.

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.

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.

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.

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.

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

of the common stock on October 28, 2009, with piggyback registration rights subordinate to that held by investors in any past

or future private placement of securities.

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

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.

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.

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.

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 2020 or options outstanding as of December 31, 2020.

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

The following table sets forth certain information with respect to the beneficial ownership of our voting securities 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 March 26, 2010.

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

director, (ii) our Chief Executive Officer and President and (iii) all executive officers and directors as a group as of

March 19, 2021.

Amount and Nature of Beneficial Ownership

Title of Class

Name and Address

of Beneficial Owner

Percentage of

Pope Investments II, LLC

5100 Poplar Ave.

Memphis, TN 38137 (1)

Directors and Executive Officers

CEO and Director

Drew Bernstein

Wenbing Christopher Wang

Zhaofang Wang

Name and Address of Beneficial Owner (1)

Zhenyong Liu CEO and Director

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.

On October 7, 2009, Company entered into a securities purchase agreement with 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”) to sell to the Buyers 2,083,333 shares of common stock, par value $0.001 of the Company for an aggregate purchase price of approximately $5,000,000.

The issuance of the common stock to the Buyers under the securities purchase agreement dated October 7, 2009 was exempt from registration under Section 4(2) of the Securities Act based upon our compliance with Regulation D as promulgated by the SEC under the Securities Act of 1933, as amended.

Transfers of such shares were restricted by the Company in accordance with the requirements of the Securities Act.

On May 1, 2009, the Company entered into a Loanout Agreement with Winston C.

Yen, CPA, a Professional Accountancy Corporation (“Lender”), for the services of Lender’s employee, Winston C.

Yen, as Chief Financial Officer, for a term of one year.

Pursuant to the agreement, Mr.

Yen shall also receive up to an aggregate of 5,000 shares of common stock of the Company during the term of the agreement as follows.

The shares shall vest, and be issued, on a quarterly basis at the rate of 1,250 shares every three calendar months, with the first installment to vest on May 10, 2009.

The shares shall be subject to an 18 month lock-up period from the date of issuance.

Effective October 28, 2009, the Company entered into an appointment letter with Drew Bernstein.

Pursuant to the agreement, Mr.

Bernstein was appointed our director and shall receive an annual salary of $20,000, payable on a monthly basis.

Bernstein shall also receive 7,500 shares of common stock with piggyback registration rights subordinate to any investors in any past or present private placement of securities.

Effective October 28, 2009, the Company entered into an appointment letter with Wenbing Christopher Wang.

Pursuant to the agreement, Mr.

Wang was appointed our director and shall receive an annual salary of $20,000, payable on a monthly basis.

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

(1) The address of each director and executive officer is c/o

Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s Republic of China.

Certain Relationships and Related Transactions, and Director Independence

The Chief Executive Officer of Orient Paper loaned money (over a period of time) to HBOP for working capital purposes, which amounted to RMB 41,970,716 Yuan as of June 30, 2009.

On July 24, 2008, the Chief Executive Officer of the Company agreed to change the term of the loan from payable on demand to a period of three years, maturing on July 23, 2011, and with no stated interest.

On August 31, 2009, the Company, HBOP, and our Chief Executive Officer entered into a tri-party Debt Assignment and Assumption Agreement, under which the Company agreed to assume $4,000,000, or RMB 27,364,800 Yuan, of HBOP’s debt owed to our Chief Executive Officer.

Accordingly, the Company issued 1,204,341 shares of restricted common stock to our Chief Executive Officer on August 31, 2009 at the price of $3.32132 (post reverse split) per share.

As of December 31, 2009 and 2008, net amount due to Mr.

Liu were $2,136,242 and $6,157,104 respectively.

On August 5, 2008, a shareholder and a director of HBOP loaned money to Orient Paper for working capital purposes, which amounted to $877,552 as of December 31, 2009.

The amount owed bears interest at 7.56% per annum, and is due on July 31, 2011.

On August 5, 2008, a shareholder and a director of HBOP loaned money to Orient Paper for working capital purposes, which amounted to $1,096,940 as of December 31, 2009.

The amount owed bears interest at 7.56% per annum, and is due on August 4, 2011.

Procedures for Approval of Related Party Transactions

Our Board of Directors is charged with reviewing and approving all potential related party transactions.

All such related party transactions must then be reported under applicable SEC rules.

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.

Director Independence

The Company currently has three independent directors, Drew Bernstein, Wenbing Christopher Wang, and Zhaofang Wang, as that term is defined under the National Association of Securities Dealers Automated Quotation system.

Principal Accounting Fees and Services

We incurred, in the aggregate, approximately $150,000 and $156,000 for professional services rendered by our registered independent public accounting firm of BDO Limited for the audit of Orient Paper’s annual financial statements and the internal control for financial reporting for the year ended December 31, 2009 and 2008, respectively.

Audit-Related Fees

Orient Paper incurred approximately $nil and $nil in fees from BDO Limited for audit-related services during the year ended December 31, 2009 and 2008, respectively.

Orient Paper incurred approximately $500 in fees from its former registered independent public accounting firm Davis Accounting Group for tax compliance or tax consulting services during the year ended December 31, 2009.

All Other Fees

Orient Paper did not incur any fees from its registered independent public accounting firm for services rendered to Orient Paper, other than the services covered in "Audit Fees" and “Audit-Related Fees” for the fiscal year ended December 31, 2009.

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 $392,855 and $367,441 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, 2020, and 2019, 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 paid off

the remaining balance, together with interest of $20,400.

As of December 31, 2020, and 2019, approximately $45,978 and $43,003

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.

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.

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.

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.

In December 2019, the company paid off the remaining

balance, together with interest of 94,636.

As of December 31, 2020, and 2019, the outstanding loan balance were $nil and $2,185,569,

respectively, and the accrued interest was $210,635and $197,009, respectively, which was recorded in other payables and accrued

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

of December 31, 2020, and 2019, total amount of loans due to Mr.

Zhenyong Liu were $nil.

The interest expense incurred for such

related party loans are $nil and $94,636for the years ended December 31, 2020, and 2019, respectively.

The accrued interest owe

to the CEO was approximately $649,468 and $607,453, as of December 31, 2020, and 2019, respectively, which was recorded in other

payables and accrued liabilities.

of December 31, 2020, and 2019, amount due to shareholder are $727,433 and $483,433, 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.

of Headquarters Compound Real Properties to a Related Party

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.

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 $145,052(RMB1,000,000).

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.

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 AMERICAN Company Guide.

Principal Accountant Fees and Services

We incurred approximately

$188,208 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 2020.

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.

Audit-Related

Tech Packaging did not incur any audit-related fees to WWC in 2020.

IT Tech Packaging did

not incur any audit-related fees to WWC in 2019.

Tech Packaging did not incur any tax fees to WWC in 2020.

Tech Packaging did not incur any tax fees to WWC in 2019.

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, 2020, and 2019.

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

firm for 2020 and 2019, all engagements were entered into pursuant to the audit committee’s pre-approval policies and procedures.

Exhibits, Financial Statements Schedules

Description of Exhibit

Articles of Incorporation.(1)

Certificate of Amendment to Articles of Incorporation.(2)

Specimen of Common Stock certificate.(1)

Land Lease Agreement, dated January 2, 2002, by and between the Company and Xushui County Dayin Township Wuji Village Committee and Party Branch.

Land Use Rights Certificate, dated March 10, 2003.

Loan Agreement, dated January 21, 2009, by and between Industrial & Commercial Bank of China, Xushui Sub-branch and Hebei Baoding Orient Paper Milling Company Limited.

Short Term Credit Facility Extension Agreement, dated January 23, 2009, by and between United Commercial Bank (China) Limited and Hebei Baoding Orient Paper Milling Company Limited.(4)

Short-Term Loan Deferred Payment Agreement dated August 20, 2009, by and between United Commercial Bank (China) Limited and Orient Paper, Inc.(5)

Purchase and Sale Agreement, dated June 24, 2009, by and among Orient Paper, Inc., Xushui Dongfang District Trading Limited Company, Barron Partners, LP, Fernando Liu and Golden1177 LP.(6)

Escrow Agreement, dated June 24, 2009, by and among Orient Paper, Inc., Xushui Dongfang District Trading Limited Company, Barron Partners, LP, Fernando Liu and Golden1177 LP, and Sichenzia Ross Friedman Ference LLP, as escrow agent (6)

Exclusive Technical Service and Business Consulting Agreement, dated June 24, 2009, by and between HBOP and Baoding Shengde.(6)

Proxy Agreement, dated June 24, 2009, by and between HBOP, Baoding Shengde, and the shareholders of HBOP.(6)

Loan Agreement, dated June 24, 2009, by and between HBOP, Baoding Shengde, and the shareholders of HBOP.(6)

Call Option Agreement, dated June 24, 2009, by and between HBOP, Baoding Shengde, and the shareholders of HBOP.(6)

Share Pledge Agreement, dated June 24, 2009, by and between HBOP, Baoding Shengde, and the shareholders of HBOP.(6)

Termination of Loan Agreement, dated February 10, 2010, by and between HBOP, Baoding Shengde, and the shareholders of HBOP.(7)

Call Option Agreement Amendment, dated February 10, 2010, by and between HBOP, Baoding Shengde, and the shareholders of HBOP.(7)

Share Pledge Agreement Amendment, dated February 10, 2010, by and between HBOP, Baoding Shengde, and the shareholders of HBOP.(7)

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”).(8)

Make 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”).(8)

Escrow Agreement dated October 7, 2009 between the Company, the Buyers, Zhenyong Liu and the Escrow Agent.(8)

Registration Rights Agreement between the Company and the Buyers dated October 7, 2009.(8)

Lock-Up Agreement between Company and Zhenyong Liu dated October 7, 2009.(8)

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

and Hebei Shuangxing Paper Co., Ltd.(9)

Debt Assignment and Assumption Agreement, dated August 31, 2009, by and among the Company, Zhenyong Liu and the HBOP.

Loan Agreement, dated January 21, 2009, for a loan of RMB13,000,000, by and between Industrial & Commercial Bank of China, Xushui Sub-branch and Hebei Baoding Orient Paper Milling Company Limited.(10)

Letter of Davis Accounting Group P.C.

to the Securities and Exchange Commission pursuant to the requirements of Item 304(a)(3) of Regulation S-B.(11)

List of Subsidiaries.

Consent of Independent Registered Public Accounting Firm

Certification by Chief Executive Officer pursuant to Sarbanes Oxley Act of 2002 Section 302.

Certification by Chief Financial Officer pursuant to Sarbanes Oxley Act of 2002 Section 302.

Certification by Chief Executive Officer pursuant to Sarbanes-Oxley Act of 2002 Section 906.

Certification by Chief Financial Officer pursuant to Sarbanes-Oxley Act of 2002 Section 906.

(1) Incorporated by reference to the exhibit to our report on form SB-2 filed with the SEC on August 4, 2006.

(2) Incorporated by reference to the exhibit of the same number to our report on form 8-K filed with the SEC on December 28, 2007.

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 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.

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

Certificate 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

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 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,

Description of Securities, incorporated by reference to exhibit 4.3 to our Annual Report on Form 10-K filed with the SEC on March 23, 2020.

of Warrant, incorporated by reference to exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on May 1, 2020.

of Warrant, incorporated by reference to exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on May 4, 2020.

of Warrant, incorporated by reference to exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on January 20, 2021.

Warrant Agency Agreement dated March 1, 2021 by and between the Company and Empire Stock Transfer Inc., incorporated by reference to the Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2021.

Form of Common Stock Purchase Warrant, incorporated by reference to the Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on March 1, 2021.

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

(4) Incorporated by reference to the exhibit to our amended quarterly report for the quarter ended March 30, 2009 on form 10-Q/A filed with the SEC on February 1, 2010.

(5) Incorporated by reference to the exhibit to our amended quarterly report for the quarter ended September 30, 2009 on form 10-Q/A filed with the SEC on February 1, 2010

(6) Incorporated by reference to the exhibit to our report on form 8-K filed with the SEC on June 30, 2009.

(7) Incorporated by reference to the exhibit to our report on form 8-K filed with the SEC on February 11, 2010.

(8) Incorporated by reference to the exhibit to our report on form 8-K filed with the SEC on October 8, 2009.

(9) Incorporated by reference to the exhibit to our report on form 8-K filed with the SEC on December 10, 2009.

(10) Incorporated by reference to the exhibit to our quarterly report on Form 10-Q/A filed with the SEC on February 1, 2010.

(11) Incorporated by reference to the exhibit to our report on form 8-K filed with the SEC on December 1, 2009.

In accordance with Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

September 26, 2011

ORIENT PAPER, INC.

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 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

Loan 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

Call 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

Share 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

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

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.

and Hebei Shuangxing 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

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 by reference 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, 1.3and 1.4to 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 by reference 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

Agreement dated April 21, 2020, by and between the Company and Maxim Group LLC, incorporated by reference to Exhibit 10.1

to our Current Report on Form 8-K filed with the SEC on May 1, 2020.

Purchase Agreement dated April 29, 2020 by and between the Company and certain purchasers, incorporated by reference to Exhibit

10.2 to our Current Report on Form 8-K filed with the SEC on May 1, 2020.

to Securities Purchase Agreement dated May 4, 2020, by and between the Company and certain purchasers, incorporated by reference

to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 4, 2020.

Agreement dated January 14, 2021, by and between the Company and Maxim Group, incorporated by reference to Exhibit 10.1 to

our Current Report on Form 8-K filed with the SEC on January 20, 2021.

of Securities Purchase Agreement among the Company and certain institutional investors, incorporated by reference to Exhibit

10.2 to our Current Report on Form 8-K filed with the SEC on January 20, 2021.

Underwriting Agreement dated as of February 24, 2021 by and between the Company and Maxim Group LLC, incorporated by reference to the Exhibit 1.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2021.

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

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

Consent of WWC, P.C.

Certified Accountants.

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

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.

April 19, 2021

IT TECH PACKAGING, INC.

/s/ Zhenyong Liu

Chief Executive Officer

In accordance with the 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.

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 Director

September 26, 2011

Chief Executive Officer and Chairman of the Board

April 19, 2021

(principal executive officer)

/s/Winston C.

Chief Financial Officer (principal financial

September 26, 2011

and accounting officer)

Chief Financial Officer

April 19, 2021

(principal financial and accounting officer)

/s/ Fuzeng Liu

September 26, 2011

/s/Drew Bernstein

September 26, 2011

Drew Bernstein

April 19, 2021

/s/ Marco Ku Hon Wai

April 19, 2021

Marco Ku Hon Wai

/s/ Wenbing Christopher Wang

September 26, 2011

April 19, 2021

Wenbing Christopher Wang

/s/Zhaofang Wang

September 26, 2011

Zhaofang Wang

/s/ Lusha Niu

April 19, 2021

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/A

Item 9A. Controls and Procedures