IT TECH PACKAGING, INC. 10-Q

Item 1. Financial Statements IT TECH PACKAGING, INC. CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020 (unaudited) September 30, December 31, 2021 2020 ASSETS Current Assets Cash and bank balances $ 26,575,582 $ 4,142,437 Restricted cash - - Accounts receivable (net of allowance for doubtful accounts of $ 54,668 and $ 34,391 as of September 30, 2021 and December 31 2020, respectively) 4,121,781 2,389,057 Inventories 7,621,405 1,233,801 Prepayments and other current assets 22,997,609 7,051,515 Due from related parties 935,534 92,795 Total current assets 62,251,911 14,909,605 Prepayment on property, plant and equipment 32,072,039 21,149,749 Finance lease right-of-use assets, net 2,288,902 2,397,653 Property, plant, and equipment, net 127,063,147 145,142,642 Value-added tax recoverable 2,437,669 2,566,195 Deferred tax asset non-current 10,564,650 13,708,630 Total Assets $ 236,678,318 $ 199,874,474 LIABILITIES AND STOCKHOLDERS’ EQUITY Current Liabilities Short-term bank loans $ 6,320,350 $ 6,435,348 Current portion of long-term loans from credit union 5,134,610 4,996,245 Lease liability 206,606 182,852 Accounts payable 354,247 592,391 Advance from customers 40,075 82,625 Due to related parties 749,717 727,433 Accrued payroll and employee benefits 318,276 224,930 Other payables and accrued liabilities 5,121,243 4,838,601 Income taxes payable 439,686 259,649 Total current liabilities 18,684,810 18,340,074 Loans from credit union 4,517,840 4,597,772 Deferred gain on sale-leaseback 176,563 387,087 Lease liability - non-current 198,352 354,107 Derivative liability 5,133,147 1,115,260 Total liabilities (including amounts of the consolidated VIE without recourse to the Company of $ 17,764,728 and $ 17,950,224 as of September 30, 2021 and December 31, 2020, respectively) 28,710,712 24,794,300 Commitments and Contingencies Stockholders’ Equity Common stock, 500,000,000 shares authorized, $ 0.001 par value per share, 99,049,900 and 28,535,816 shares issued and outstanding as of September 30, 2021 and December, 31,2020, respectively 99,050 28,536 Additional paid-in capital 88,927,787 53,989,548 Statutory earnings reserve 6,080,574 6,080,574 Accumulated other comprehensive income 6,868,929 5,740,722 Retained earnings 105,991,266 109,240,794 Total stockholders’ equity 207,967,606 175,080,174 Total Liabilities and Stockholders’ Equity $ 236,678,318 $ 199,874,474 See accompanying notes to condensed consolidated financial statements. 1 IT TECH PACKAGING, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenues $ 45,087,671 $ 33,357,450 $ 115,832,013 $ 68,463,575 Cost of sales ( 43,266,135 ) ( 30,789,899 ) ( 109,150,452 ) ( 63,506,913 ) Gross Profit 1,821,536 2,567,551 6,681,561 4,956,662 Selling, general and administrative expenses ( 2,019,565 ) ( 2,390,920 ) ( 7,172,495 ) ( 8,445,356 ) (Loss) Income from Operations ( 198,029 ) 176,631 ( 490,934 ) ( 3,488,694 ) Other Income (Expense): Interest income 12,044 8,544 28,096 23,785 Subsidy income ( 30 ) 61,152 197,861 203,171 Interest expense ( 281,670 ) ( 258,438 ) ( 844,470 ) ( 744,592 ) Loss on derivative liability 1,938,873 ( 482,515 ) 2,810,913 ( 510,380 ) Income (Loss) before Income Taxes 1,471,188 ( 494,626 ) 1,701,466 ( 4,516,710 ) Provision for Income Taxes 71,388 ( 26,348 ) ( 4,950,994 ) 579,418 Net Income (Loss) 1,542,576 ( 520,974 ) ( 3,249,528 ) ( 3,937,292 ) Other Comprehensive (Loss) Income Foreign currency translation adjustment ( 819,183 ) 6,670,510 1,128,207 4,204,935 Total Comprehensive Income (Loss) $ 723,393 $ 6,149,536 $ ( 2,121,321 ) $ 267,643 Earnings (Losses) Per Share: Basic and Diluted Earnings (Losses) per Share $ 0.03 $ ( 0.02 ) $ ( 0.06 ) $ ( 0.15 ) Outstanding – Basic and Diluted 54,196,300 25,816,354 54,196,300 25,816,354 See accompanying notes to condensed consolidated financial statements. 2 IT TECH PACKAGING, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (Unaudited) Nine Months Ended September 30, 2021 2020 Cash Flows from Operating Activities: Net income $ ( 3,249,528 ) $ ( 3,937,292 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 11,733,664 11,301,703 (Gain) Loss on derivative liability ( 2,810,913 ) 510,380 Allowance for bad debts 20,118 2,973 Share-based compensation and expenses - 1,242,000 Deferred tax 3,235,556 ( 1,582,754 ) Changes in operating assets and liabilities: Accounts receivable ( 1,742,594 ) ( 272,857 ) Prepayments and other current assets ( 6,918,816 ) 2,099,669 Inventories ( 6,396,066 ) ( 6,758,500 ) Accounts payable ( 242,357 ) 50,683 Advance from customers ( 43,161 ) 76,763 Related parties ( 821,943 ) 1,767,888 Accrued payroll and employee benefits 92,207 ( 43,025 ) Other payables and accrued liabilities 522,353 ( 1,292,657 ) Income taxes payable 178,903 ( 795,487 ) Net Cash (Used in) Provided by Operating Activities ( 6,442,577 ) 2,369,487 Cash Flows from Investing Activities: Purchases of property, plant and equipment ( 12,781,114 ) ( 3,144,261 ) Proceeds from sale of property, plant and equipment - 572,312 Net Cash Used in Investing Activities ( 12,781,114 ) ( 2,571,949 ) Cash Flows from Financing Activities: Proceeds from issuance of shares and warrants, net 41,837,553 2,273,360 Repayment of bank loans ( 154,579 ) - Payment of capital lease obligation ( 135,611 ) ( 32,317 ) Net Cash Provided by Financing Activities 41,547,363 2,241,043 Effect of Exchange Rate Changes on Cash and Cash Equivalents 109,473 333,579 Net Increase in Cash and Cash Equivalents 22,433,145 2,372,160 Cash, Cash Equivalents and Restricted Cash - Beginning of Period 4,142,437 5,837,745 Cash, Cash Equivalents and Restricted Cash - End of Period $ 26,575,582 $ 8,209,905 Supplemental Disclosure of Cash Flow Information: Cash paid for interest, net of capitalized interest cost $ 485,075 $ 509,783 Cash paid for income taxes $ 1,523,555 $ 1,784,107 Cash and bank balances 26,575,582 8,209,905 Restricted cash - - Total cash, cash equivalents and restricted cash shown in the statement of cash flows 26,575,582 8,209,905 See accompanying notes to condensed consolidated financial statements. 3 IT TECH PACKAGING, INC. CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020 (Unaudited) Accumulated Additional Statutory Other Common Stock Paid-in Earnings Comprehensive Retained Shares Amount Capital Reserve Income (loss) Earnings Total Balance at December 31, 2019 22,054,816 $ 22,055 $ 51,155,174 $ 6,080,574 $ ( 6,057,537 ) $ 114,794,796 $ 165,995,062 Issuance of shares to officer and directors 2,000,000 2,000 1,198,000 1,200,000 Issuance of shares 4,400,000 4,400 1,579,755 1,584,155 Issuance of shares to a consultant 60,000 60 41,940 42,000 Foreign currency translation adjustment 4,204,935 4,204,935 Net income ( 3,937,292 ) ( 3,937,292 ) Balance at September 30, 2020 28,514,816 $ 28,515 $ 53,974,869 $ 6,080,574 $ ( 1,852,602 ) $ 110,857,504 $ 169,088,860 Balance at December 31, 2020 28,535,816 $ 28,536 $ 53,989,548 $ 6,080,574 $ 5,740,722 $ 109,240,794 $ 175,080,174 Issuance of shares to officer and directors - - - - Issuance of shares to institutional investors 26,181,818 26,182 8,002,488 8,028,670 Issuance of shares to public investors 29,277,866 29,278 15,585,867 15,615,145 Exercise of warrants 15,054,400 15,054 11,349,884 11,364,938 Foreign currency translation adjustment 1,128,207 1,128,207 Net income ( 3,249,528 ) ( 3,249,528 ) Balance at September 30, 2021 99,049,900 $ 99,050 $ 88,927,787 $ 6,080,574 $ 6,868,929 $ 105,991,266 $ 207,967,606 See accompanying notes to condensed consolidated financial statements. 4 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (1) Organization and Business Background IT Tech Packaging, Inc. (the “Company”) was incorporated in the State of Nevada on December 9, 2005, under the name “Carlateral, Inc.” Through the steps described immediately below, we became the holding company for Hebei Baoding Dongfang Paper Milling Company Limited (“Dongfang Paper”), a producer and distributor of paper products in China, on October 29, 2007. On August 1, 2018, we changed our corporate name to IT Tech Packaging, Inc.. The name change was effected through a parent/subsidiary short-form merger of IT Tech Packaging, Inc., our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. In connection with the name change, our common stock began being traded under a new NYSE symbol, “ITP,” and a new CUSIP number, 46527C100, at such time. On October 29, 2007, pursuant to an agreement and plan of merger (the “Merger Agreement”), the Company acquired Dongfang Zhiye Holding Limited (“Dongfang Holding”), a corporation formed on November 13, 2006 under the laws of the British Virgin Islands, and issued the shareholders of Dongfang Holding an aggregate of 7,450,497 (as adjusted for a four-for-one reverse stock split effected in November 2009) shares of our common stock, which shares were distributed pro-rata to the shareholders of Dongfang Holding in accordance with their respective ownership interests in Dongfang Holding. At the time of the Merger Agreement, Dongfang Holding owned all of the issued and outstanding stock and ownership of Dongfang Paper and such shares of Dongfang Paper were held in trust with Zhenyong Liu, Xiaodong Liu and Shuangxi Zhao, for Mr. Liu, Mr. Liu and Mr. Zhao (the original shareholders of Dongfang Paper) to exercise control over the disposition of Dongfang Holding’s shares in Dongfang Paper on Dongfang Holding’s behalf until Dongfang Holding successfully completed the change in registration of Dongfang Paper’s capital with the relevant PRC Administration of Industry and Commerce as the 100 % owner of Dongfang Paper’s shares. As a result of the merger transaction, Dongfang Holding became a wholly owned subsidiary of the Company, and Dongfang Holding’s wholly owned subsidiary, Dongfang Paper, became an indirectly owned subsidiary of the Company. Dongfang Holding, as the 100 % owner of Dongfang Paper, was unable to complete the registration of Dongfang Paper’s capital under its name within the proper time limits set forth under PRC law. In connection with the consummation of the restructuring transactions described below, Dongfang Holding directed the trustees to return the shares of Dongfang Paper to their original shareholders, and the original Dongfang Paper shareholders entered into certain agreements with Baoding Shengde Paper Co., Ltd. (“Baoding Shengde”) to transfer the control of Dongfang Paper over to Baoding Shengde. On June 24, 2009, the Company consummated a number of restructuring transactions pursuant to which it acquired all of the issued and outstanding shares of Shengde Holdings Inc., a Nevada corporation. Shengde Holdings Inc. was incorporated in the State of Nevada on February 25, 2009. On June 1, 2009, Shengde Holdings Inc. incorporated Baoding Shengde, a limited liability company organized under the laws of the PRC. Because Baoding Shengde is a wholly-owned subsidiary of Shengde Holdings Inc., it is regarded as a wholly foreign-owned entity under PRC law. 5 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) To ensure proper compliance of the Company’s control over the ownership and operations of Dongfang Paper with certain PRC regulations, on June 24, 2009, the Company entered into a series of contractual agreements (the “Contractual Agreements”) with Dongfang Paper and Dongfang Paper Equity Owners via the Company’s wholly owned subsidiary Shengde Holdings Inc. (“Shengde Holdings”) a Nevada corporation and Baoding Shengde Paper Co., Ltd. (“Baoding Shengde”), a wholly foreign-owned enterprise in the PRC with an original registered capital of $ 10,000,000 (subsequently increased to $ 60,000,000 in June 2010). Baoding Shengde is mainly engaged in production and distribution of digital photo paper and single-use face masks and is 100 % owned by Shengde Holdings. Prior to February 10, 2010, the Contractual Agreements included (i) Exclusive Technical Service and Business Consulting Agreement, which generally provides that Baoding Shengde shall provide exclusive technical, business and management consulting services to Dongfang Paper, in exchange for service fees including a fee equivalent to 80 % of Dongfang Paper’s total annual net profits; (ii) Loan Agreement, which provides that Baoding Shengde will make a loan in the aggregate principal amount of $ 10,000,000 to Dongfang Paper Equity Owners in exchange for each such shareholder agreeing to contribute all of its proceeds from the loan to the registered capital of Dongfang Paper; (iii) Call Option Agreement, which generally provides, among other things, that Dongfang Paper Equity Owners irrevocably grant to Baoding Shengde an option to purchase all or part of each owner’s equity interest in Dongfang Paper. The exercise price for the options shall be RMB1 which Baoding Shengde should pay to each of Dongfang Paper Equity Owner for all their equity interests in Dongfang Paper; (iv) Share Pledge Agreement, which provides that Dongfang Paper Equity Owners will pledge all of their equity interests in Dongfang Paper to Baoding Shengde as security for their obligations under the other agreements described in this section. Specifically, Baoding Shengde is entitled to dispose of the pledged equity interests in the event that Dongfang Paper Equity Owners breach their obligations under the Loan Agreement or Dongfang Paper fails to pay the service fees to Baoding Shengde pursuant to the Exclusive Technical Service and Business Consulting Agreement; and (v) Proxy Agreement, which provides that Dongfang Paper Equity Owners shall irrevocably entrust a designee of Baoding Shengde with such shareholder’s voting rights and the right to represent such shareholder to exercise such owner’s rights at any equity owners’ meeting of Dongfang Paper or with respect to any equity owner action to be taken in accordance with the laws and Dongfang Paper’s Articles of Association. The terms of the agreement are binding on the parties for as long as Dongfang Paper Equity Owners continue to hold any equity interest in Dongfang Paper. A Dongfang Paper Equity Owner will cease to be a party to the agreement once it transfers its equity interests with the prior approval of Baoding Shengde. As the Company had controlled Dongfang Paper since July 16, 2007 through Dongfang Holding and the trust until June 24, 2009 and continued to control Dongfang Paper through Baoding Shengde and the Contractual Agreements, the execution of the Contractual Agreements is considered as a business combination under common control. On February 10, 2010, Baoding Shengde and the Dongfang Paper Equity Owners entered into a Termination of Loan Agreement to terminate the above-mentioned $ 10,000,000 Loan Agreement. Because of the Company’s decision to fund future business expansions through Baoding Shengde instead of Dongfang Paper, the $ 10,000,000 loan contemplated was never made prior to the point of termination. The parties believe the termination of the Loan Agreement does not in itself compromise the effective control of the Company over Dongfang Paper and its businesses in the PRC. An agreement was also entered into among Baoding Shengde, Dongfang Paper and the Dongfang Paper Equity Owners on December 31, 2010, reiterating that Baoding Shengde is entitled to 100 % of the distributable profit of Dongfang Paper, pursuant to the above- mentioned Contractual Agreements. In addition, Dongfang Paper and the Dongfang Paper Equity Owners shall not declare any of Dongfang Paper’s unappropriated earnings as dividend, including the unappropriated earnings of Dongfang Paper from its establishment to 2010 and thereafter. On June 25, 2019, Dongfang Paper entered into an acquisition agreement with shareholder of Hebei Tengsheng Paper Co., Ltd. (“Hebei Tengsheng”), a limited liability company organized under the laws of the PRC, pursuant to which Dongfang Paper will acquire Hebei Tengsheng. Upon full payment of the consideration in the amount of RMB 320 million (approximately $ 45 million), Dongfang Paper will gain control over substantial parcels of land that under the possession of Hebei Tengsheng. The Company has no direct equity interest in Dongfang Paper. However, through the Contractual Agreements described above, the Company is found to be the primary beneficiary (the “Primary Beneficiary”) of Dongfang Paper and is deemed to have the effective control over Dongfang Paper’s activities that most significantly affect its economic performance, resulting in Dongfang Paper being treated as a controlled variable interest entity of the Company in accordance with Topic 810 - Consolidation of the Accounting Standards Codification (the “ASC”) issued by the Financial Accounting Standard Board (the “FASB”). The revenue generated from Dongfang Paper for the three months ended September 30, 2021 and 2020 was accounted for 97.01 % and 99.34 % of the Company’s total revenue, respectively. The revenue generated from Dongfang Paper for the nine months ended September 30, 2021 and 2020 was accounted for 98.89 % and 98.44 % of the Company’s total revenue, respectively.Dongfang Paper also accounted for 83.91 % and 90.70 % of the total assets of the Company as of September 30, 2021 and December 31, 2020, respectively. 6 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) As of September 30, 2021 and December 31, 2020, details of the Company’s subsidiaries and variable interest entities are as follows: Date of Place of Incorporation Incorporation or Percentage of Name or Establishment Establishment Ownership Principal Activity Subsidiary: Dongfang Holding November 13, 2006 BVI 100% Inactive investment holding Shengde Holdings February 25, 2009 State of Nevada 100% Investment holding Baoding Shengde June 1, 2009 PRC 100% Paper production and distribution Variable interest entity (“VIE”): Dongfang Paper March 10, 1996 PRC Control* Paper production and distribution * Dongfang Paper is treated as a 100 % controlled variable interest entity of the Company. However, uncertainties in the PRC legal system could cause the Company’s current ownership structure to be found to be in violation of any existing and/or future PRC laws or regulations and could limit the Company’s ability, through its subsidiary, to enforce its rights under these contractual arrangements. Furthermore, shareholders of the VIE may have interests that are different than those of the Company, which could potentially increase the risk that they would seek to act contrary to the terms of the aforementioned agreements. In addition, if the current structure or any of the contractual arrangements were found to be in violation of any existing or future PRC law, the Company may be subject to penalties, which may include, but not be limited to, the cancellation or revocation of the Company’s business and operating licenses, being required to restructure the Company’s operations or being required to discontinue the Company’s operating activities. The imposition of any of these or other penalties may result in a material and adverse effect on the Company’s ability to conduct its operations. In such case, the Company may not be able to operate or control the VIE, which may result in deconsolidation of the VIE. The Company believes the possibility that it will no longer be able to control and consolidate its VIE will occur as a result of the aforementioned risks and uncertainties is remote. 7 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The Company has aggregated the financial information of Dongfang Paper in the table below. The aggregate carrying value of Dongfang Paper’s assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s condensed consolidated balance sheets as of September 30, 2021 and December 31, 2020 are as follows: September 30, December 31, 2021 2020 　 ASSETS Current Assets Cash and bank balances $ 9,506,216 $ 3,315,778 Restricted cash - - Accounts receivable 4,114,419 2,389,057 Inventories 7,604,964 1,223,020 Prepayments and other current assets 18,807,488 7,051,381 Due from related parties 935,534 92,795 Total current assets 40,968,621 14,072,031 Prepayment on property, plant and equipment 30,530,114 19,617,159 Finance lease right-of-use assets, net 2,288,902 2,397,653 Property, plant, and equipment, net 116,276,783 133,134,932 Deferred tax asset non-current 8,885,697 12,040,962 Total Assets $ 198,950,117 $ 181,262,737 LIABILITIES Current Liabilities Short-term bank loans $ 6,320,350 $ 6,435,348 Current portion of long-term loans from credit union 663,028 551,733 Lease liability 206,606 182,852 Accounts payable 354,248 592,391 Advance from customers 40,075 82,625 Due to related parties 22,284 - Accrued payroll and employee benefits 297,984 221,482 Other payables and accrued liabilities 4,704,275 4,672,265 Income taxes payable 439,686 259,649 Total current liabilities 13,048,536 12,998,345 Loans from credit union 4,517,840 4,597,772 Lease liability - non-current 198,352 354,107 Total liabilities $ 17,764,728 $ 17,950,224 The Company and its consolidated subsidiaries are not required to provide financial support to the VIE, and no creditor (or beneficial interest holders) of the VIE have recourse to the assets of Company unless the Company separately agrees to be subject to such claims. There are no terms in any agreements or arrangements, implicit or explicit, which require the Company or its subsidiaries to provide financial support to the VIE. However, if the VIE does require financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to the VIE. 8 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (2) Basis of Presentation and Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and notes required by the United States of America generally accepted accounting principles (“GAAP”) for annual financial statements are not included herein. These interim statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2020 of the Company, and its subsidiaries and variable interest entity (which we sometimes refer to collectively as “the Company”, “we”, “us” or “our”). Principles of Consolidation Our unaudited condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. Such adjustments are of a normal recurring nature, unless otherwise noted. The balance sheet as of September 30, 2021 and the results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for any future period. Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. These accounting principles require us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe that the estimates, judgments and assumptions are reasonable, based on information available at the time they are made. Actual results could differ materially from those estimates. Valuation of long-lived asset The Company reviews the carrying value of long-lived assets to be held and used when events and circumstances warrants such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset and intangible assets. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets and intangible assets to be disposed are determined in a similar manner, except that fair market values are reduced for the cost to dispose. Fair Value Measurements The Company has adopted ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. It does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. It establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable inputs, which may be used to measure fair value and include the following: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 9 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement. The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts that the Company could realize in a current market exchange. As of September 30, 2021 and December 31, 2020, the carrying value of the Company’s short term financial instruments, such as cash and cash equivalents, accounts receivable, accounts and notes payable, short-term bank loans, balance due to a related party and obligation under capital lease, approximate at their fair values because of the short maturity of these instruments; while loans from credit union and loans from a related party approximate at their fair value as the interest rates thereon are close to the market rates of interest published by the People’s Bank of China. Management determined that liabilities created by beneficial conversion features associated with the issuance of certain warrants (see “ Derivativeliabilities” under Note (10), meet the criteria of derivatives and are required to be measured at fair value. The fair value of these derivative liabilities wasdetermined based on management’s estimate of the expected future cash flows required to settle the liabilities. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3. Non-Recurring Fair Value Measurements The Company reviews long-lived assets for impairment annually or more frequently if events or changes in circumstances indicate the possibility of impairment. For the continuing operations, long-lived assets are measured at fair value on a nonrecurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. For discontinued operations, long-lived assets are measured at the lower of carrying amount or fair value less cost to sell. The fair value of these assets were determined using models with significant unobservable inputs which were classified as Level 3 inputs, primarily the discounted future cash flow. Share-Based Compensation The Company uses the fair value recognition provision of ASC Topic 718, Compensation-Stock Compensation , which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period. The Company also applies the provisions of ASC Topic 505-50, Equity Based Payments to Non-Employees to account for stock-based compensation awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable. (3) Restricted Cash Restricted cash was nil as of September 30, 2021 and December 31, 2020. 10 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (4) Inventories Raw materials inventory includes mainly recycled paper board and recycled white scrap paper. Finished goods include mainly products of corrugating medium paper, offset printing paper and tissue paper products. Inventories consisted of the following as of September 30, 2021 and December 31, 2020: September 30, December 31, 2021 2020 Raw Materials Recycled paper board $ 4,869,733 $ 19,459 Recycled white scrap paper 521,732 11,193 Gas 187,506 55,473 Base paper and other raw materials 476,289 181,426 6,055,260 267,551 Semi-finished Goods 321,177 176,703 Finished Goods 1,244,968 789,547 Total inventory, gross 7,621,405 1,233,801 Inventory reserve - - Total inventory, net $ 7,621,405 $ 1,233,801 (5) Prepayments and other current assets Prepayments and other current assets consisted of the following as of September 30, 2021 and December 31, 2020: September 30, December 31, 2021 2020 Prepaid land lease $ 185,031 $ 183,912 Prepayment for purchase of materials 7,804,227 10,945 Value-added tax recoverable 14,565,106 5,864,989 Others 443,245 991,669 $ 22,997,609 $ 7,051,515 (6) Property, plant and equipment, net As of September 30, 2021 and December 31, 2020, property, plant and equipment consisted of the following: September 30, December 31, 2021 2020 Property, Plant, and Equipment: Land use rights $ 12,573,719 $ 12,497,601 Building and improvements 73,347,682 81,233,162 Machinery and equipment 164,041,126 163,787,807 Vehicles 664,437 628,462 Construction in progress 2,349,169 586,216 Totals 252,976,133 258,733,248 Less: accumulated depreciation and amortization ( 125,912,986 ) ( 113,590,606 ) Property, Plant and Equipment, net $ 127,063,147 $ 145,142,642 As of September 30, 2021 and December 31, 2020, land use rights represented two parcels of state-owned lands located in Xushui District and Wei County of Hebei Province in China, with lease terms of 50 years expiring in 2061 and 2066, respectively. Construction in progress mainly represents payments for paper machine of a new tissue paper production line PM10. 11 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) As of September 30, 2021 and December 31, 2020, certain property, plant and equipment of Dongfang Paper with net values of $ 1,313,720 and $ 2,349,796 , respectively, have been pledged pursuant to a long-term loan from credit union of Dongfang Paper. Land use right of Dongfang Paper with net values of $ 5,937,242 and $ 6,010,359 , respectively, as of September 30, 2021 and December 31, 2020 was pledged for the bank loan from Industrial & Commercial Bank of China. Land use right of Hebei Tengsheng with net value of $ 5,594,011 and $ 5,560,146 , respectively, as of September 30, 2021 and December 31, 2020 was pledged for a long-term loan from credit union of Baoding Shengde. In addition, land use right of Hebei Tengsheng with net value of $ 8,666,660 and $ 8,614,194 , respectively, as of September 30, 2021 and December 31, 2020 was pledged for another long-term loan from credit union of Baoding Shengde. See “ Short-term bank loans ” under Note (7), Loans Payable, for details of the transaction and asset collaterals. Depreciation and amortization of property, plant and equipment was $ 3,500,145 and $ 3,805,389 for the three months ended September 30, 2021 and 2020, respectively. Depreciation and amortization of property, plant and equipment was $ 11,659,670 and $ 11,301,703 for the nine months ended September 30, 2021 and 2020, respectively. (7) Financing with Sale-Leaseback The Company entered into a sale-leaseback arrangement (the “Lease Financing Agreement”) with TAC Leasing Co., Ltd.(“TLCL”) on August 6, 2020, for a total financing proceeds in the amount of RMB 16 million (approximately US$ 2.5 million). Under the sale-leaseback arrangement, Hebei Tengsheng sold the Leased Equipment to TLCL for 16 million (approximately US$ 2.5 million). Concurrent with the sale of equipment, Hebei Tengsheng leases back the equipment sold to TLCL for a lease term of three years . At the end of the lease term, Hebei Tengsheng may pay a nominal purchase price of RMB 100 (approximately $ 15 ) to TLCL and buy back the Leased Equipment. The Leased Equipment in amount of $ 2,349,452 was recorded as right of use assets and the net present value of the minimum lease payments was recorded as lease liability and calculated with TLCL’s implicit interest rate of 15.6 % per annum and stated at $ 567,099 at the inception of the lease on August 17, 2020. Hebei Tengsheng made payments due according to the schedule. The balance of Leased Equipment net of amortization was $ 2,288,902 and $ 2,397,653 as of September 30, 2021 and December 31, 2020, respectively. The lease liability was $ 404,958 and $ 536,959 , and its current portion in the amount of $ 206,606 and $ 182,852 as of September 30, 2021 and December 31, 2020, respectively. Amortization of the Leased Equipment was $ 41,208 and $ 12,718 for the three months ended September 30, 2021 and 2020. Amortization of the Leased Equipment was $ 123,663 and $ 12,718 for the nine months ended September 30, 2021 and 2020. Total interest expenses for the sale-leaseback arrangement was $ 17,026 and $ 7,172 for the three months ended September 30, 2021 and 2020. Total interest expenses for the sale-leaseback arrangement was $ 56,376 and $ 7,172 for the nine months ended September 30, 2021 and 2020. As a result of the sale and leaseback, a deferred gain in the amount of $ 288,922 was recorded. The deferred gain is amortized over the lease term and as an offset to amortization of the Leased Equipment. The future minimum lease payments of the capital lease as of September 30, 2021 were as follows: September 30, Amount 2022 255,343 2023 212,786 Less: unearned discount ( 63,170 ) 404,958 Less: Current portion lease liability ( 206,606 ) $ 198,352 (8) Loans Payable Short-term bank loans September 30, December 31, 2021 2020 Industrial and Commercial Bank of China (“ICBC”) $ 6,320,350 $ 6,435,348 Total short-term bank loans $ 6,320,350 $ 6,435,348 On December 11, 2020, the Company entered into a working capital loan agreement with the ICBC, with a balance of $ 6,320,350 and $ 6,435,348 as of September 30, 2021 and December 31, 2020, respectively. The working capital loan was secured by the Land use right of Dongfang Paper as collateral for the benefit of the bank. The loan bears a fixed interest rate of 4.785 % per annum. The loan will be due and repaid at various installments by December 7, 2021. 12 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) As of September 30, 2021, there were guaranteed short-term borrowings of $ 6,320,350 and unsecured bank loans of $ nil . As of December 31, 2020, there were guaranteed short-term borrowings of $ 6,435,348 and unsecured bank loans of $ nil . The average short-term borrowing rates for the three and nine months ended September 30, 2021 and 2020 were approximately 4.79 %. Long-term loans from credit union As of September 30, 2021 and December 31, 2020, loans payable to Rural Credit Union of Xushui District, amounted to $ 9,652,450 and $ 9,594,017 , respectively. September 30, December 31, 2021 2020 Rural Credit Union of Xushui District Loan 1 $ 1,326,055 $ 1,318,028 Rural Credit Union of Xushui District Loan 2 3,854,813 3,831,476 Rural Credit Union of Xushui District Loan 3 2,467,080 2,452,145 Rural Credit Union of Xushui District Loan 4 2,004,502 1,992,368 Total 9,652,450 9,594,017 Less: Current portion of long-term loans from credit union ( 5,134,610 ) ( 4,996,245 ) Long-term loans from credit union $ 4,517,840 $ 4,597,772 As of September 30, 2021, the Company’s long-term debt repayments for the next coming years were as follows: Fiscal year Amount Remainder of 2021 $ 5,134,610 2022 3,901,070 2023 616,770 Total 9,652,450 On April 16, 2014, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 5 years, which was originally due in various installments from June 21, 2014 to November 18, 2018. The loan is guaranteed by an independent third party. Interest payment is due quarterly and bears the rate of 0.64 % per month. On November 6, 2018, the loan was renewed for additional 5 years and will be due and payable in various installments from December 21, 2018 to November 5, 2023. As of September 30, 2021 and December 31, 2020, total outstanding loan balance was $ 1,326,055 and $ 1,318,028 , respectively. Out of the total outstanding loan balance, current portion amounted were $ 246,708 and $ 214,563 as of September 30, 2021 and December 31, 2020, respectively, which are presented as current liabilities in the consolidated balance sheet and the remaining balance of $ 1,079,347 and $ 11,103,465 are presented as non-current liabilities in the consolidated balance sheet as of September 30, 2021 and December 31, 2020, respectively. On July 15, 2013, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 5 years, which was originally due and payable in various installments from December 21, 2013 to July 26, 2018. On June 21, 2018, the loan was extended for additional 5 years and will be due and payable in various installments from December 21, 2018 to June 20, 2023. The loan is secured by certain of the Company’s manufacturing equipment with net book value of $ 1,313,720 and $ 2,349,796 as of September 30, 2021 and December 31, 2020, respectively. Interest payment is due quarterly and bears a fixed rate of 0.64 % per month. As of September 30, 2021 and December 31, 2020, the total outstanding loan balance was $ 3,854,813 and $ 3,831,476 , respectively. Out of the total outstanding loan balance, current portion amounted were $ 416,320 and $ 337,169 as of September 30, 2021 and December 31, 2020 respectively, which are presented as current liabilities in the consolidated balance sheet and the remaining balance of $ 3,438,493 and $ 3,494,307 are presented as non-current liabilities in the consolidated balance sheet as of September 30, 2021 and December 31, 2020, respectively. On April 17, 2019, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which was due and payable in various installments from August 21, 2019 to April 16, 2021. The loan is secured by Hebei Tengsheng with its land use right as collateral for the benefit of the credit union. Interest payment is due quarterly and bears a fixed rate of 0.6 % per month. On March 22, 2021, the loan was renewed for additional one year and the repayments will be due on April 16, 2022. As of September 30, 2021 and December 31, 2020, the total outstanding loan balance was $ 2,467,080 and $ 2,452,145 , respectively. Out of the total outstanding loan balance, current portion amounted were $ 2,467,080 and $ 2,452,145 as of September 30, 2021 and December 31, 2020, respectively, which are presented as current liabilities in the consolidated balance sheet as of September 30, 2021 and December 31, 2020, respectively. 13 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) On December 12, 2019, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which is due and payable in various installments from June 21, 2020 to December 11, 2021. The loan is secured by Hebei Tengsheng with its land use right as collateral for the benefit of the credit union. Interest payment is due monthly and bears a fixed rate of 7.56 % per annum. On March 22, 2021, the loan was extended and the repayments will be due on August 18, 2022. As of September 30, 2021 and December 31, 2020, the total outstanding loan balance was $ 2,004,502 and $ 1,992,368 , respectively. Out of the total outstanding loan balance, current portion amounted were $ 2,004,502 and $ 1,992,368 as of September 30, 2021 and December 31, 2020, respectively, which are presented as current liabilities in the consolidated balance sheet as of September 30, 2021 and December 31, 2020, respectively. Total interest expenses for the short-term bank loans and long-term loans for the three months ended September 30, 2021 and 2020 were $ 264,644 and $ 251,266 , respectively. Total interest expenses for the short-term bank loans and long-term loans for the nine months ended September 30, 2021 and 2020 were $ 788,094 and $ 737,420 , respectively. (9) Related Party Transactions 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 $ 395,248 and $ 392,855 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 September 30, 2021 and December 31, 2020, respectively. On 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 September 30, 2021 and December 31, 2020, approximately $ 46,258 and $ 45,978 of interest, respectively, 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 Mr. Zhenyong Liu an amount up to $ 17,201,342 (RMB 120,000,000 ) 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. Mr. 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 September 30, 2021 and December 31, 2020, the outstanding interest was $ 211,918 and $ 210,635 , respectively, which was recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet. As of September 30, 2021 and December 31, 2020, total amount of loans due to Mr. Zhenyong Liu were $ nil . The interest expense incurred for such related party loans are $ nil for the three and nine months ended September 30, 2021 and 2020. The accrued interest owing to Mr. Zhenyong Liu was approximately $ 653,424 and $ 649,468 , as of September 30, 2021 and December 31, 2020, respectively, which was recorded in other payables and accrued liabilities. As of September 30, 2021 and December 31, 2020, amount due to shareholder was $727,433, which represents funds from shareholders to pay for various expenses incurred in the U.S. The amount is due on demand with interest free. Lease of Headquarters Compound Real Properties from 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 $ 154,579 (RMB 1,000,000 ). 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. 14 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (10) Other payables and accrued liabilities Other payables and accrued liabilities consist of the following: September 30, December 31, 2021 2020 Accrued electricity $ 126,685 $ 14,544 Value-added tax payable 468,596 428,481 Accrued interest to a related party 653,424 649,468 Payable for purchase of equipment 3,014,146 3,262,153 Accrued commission to salesmen 17,067 10,917 Accrued bank loan interest 790,391 429,279 Others 50,934 43,759 Totals $ 5,121,243 $ 4,838,601 (11) Derivative Liabilities The Company analyzed warrants for derivative accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,” and determined that the instrument should be classified as a liability since the warrant becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options. ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of September 30, 2021. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in the September 30, 2021: Nine months ended September 30, 2021 Expected term 2.05 - 2.75 Expected average volatility 85 % - 105 % Expected dividend yield - Risk-free interest rate 0.19 % - 0.53 % The following table summarizes the changes in the derivative liabilities during the three months ended September 30, 2021: Fair Value Measurements Using Significant Observable Inputs (Level 3) Balance at December 31, 2020 $ 1,115,260 Addition of new derivatives recognized as warrant 9,730,919 Addition of new derivatives recognized as loss on derivatives 10,813,347 Exercise of warrants ( 2,902,119 ) Change in fair value of derivative liability ( 13,624,260 ) Balance at September 30, 2021 $ 5,133,147 15 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (12) Common Stock Issuance of common stock to investors On April 29, 2020, the Company and certain institutional investors entered into a securities purchase agreement, as amended on May 4, 2020 (the “2020 Purchase Agreement”), pursuant to which the Company agreed to sell to such investors an aggregate of 4,400,000 shares of common stock in a registered direct offering and warrants to purchase up to 4,400,000 shares of the Company’s common stock in a concurrent private placement, for gross proceeds of approximately $ 2.55 million (net proceeds of approximately 2.27 million). The purchase price for each share of Common Stock and the corresponding warrant was $ 0.58 . The exercise price of the warrant was $ 0.7425 per share. On January 20, 2021, the Company offered and sold to certain institutional investors an aggregate of 26,181,818 shares of common stock and 26,181,818warrants to purchase up to 26,181,818 shares of common stock in a bestefforts public offering for gross proceeds of approximately $14.4 million. The purchase price for each share of common stock and the corresponding warrant was $ 0.55 . The exercise price of the warrant was $ 0.55 per share. On March 1, 2021, the Company offered and sold to the public investors an aggregate of 29,277,866 shares of common stock and 14,638,933 warrants to purchase up to 14,638,933 shares of common stock in a firm commitment underwritten public offering for gross proceeds of approximately $ 21.9 million. The purchase price for each share of common stock and accompanying warrant was $ 0.75 . The exercise price of the warrant was $ 0.75 per share, Issuance of common stock pursuant to the 2012 Incentive Stock Plan, 2015 Omnibus Equity Incentive and 2019 Omnibus Equity Incentive On January 12, 2016, the Company granted an aggregate of 1,133,916 shares of common stock under its compensatory incentive plans to nine officers, directors and employees of and a consultant when the stock was at $ 1.25 per share, as compensation for their services in the past years, of which 168,416 shares of common stock were granted under the 2012 Incentive Stock Plan and 965,500 shares were granted under the 2015 Omnibus Equity Incentive. Please see Note (14), Stock Incentive Plans for more details. Total fair value of the stock was calculated at $ 1,417,395 as of the date of grant. On September 13, 2018, the compensation committee granted an aggregate of 534,500 shares of common stock at $ 0.88 per share to fifteen officers, directors and employees of the Company, which were granted under the 2015 Omnibus Equity Incentive Plan. Total fair value of the shares of common stock granted was calculated at $ 470,360 as of the date of issuance. On April 2, 2020, the compensation committee granted an aggregate of 2,000,000 shares of restricted common stock to fifteen officers, directors and employees of the Company, which were granted under the 2019 Omnibus Equity Incentive Plan. Total fair value of the shares of common stock granted was calculated at $ 1,200,000 as of the date of issuance at $ 0.60 per share. Issuance of common stock to a consultant On January 2, 2020, the Company entered into an agreement with a consultant and agreed as compensation to issue to the consultant in the aggregate of 60,000 shares of common stock for merger and acquisition consulting service rendered from January 2, 2020 to January 2, 2021. 60,000 shares of common stock were issued to this consultant on April 28, 2020. Total fair value of the shares of common stock issued was calculated at $ 42,000 at $ 0.70 per share. Issuance of common stock to a consultant On November 2, 2020, the Company entered into an agreement with a consultant and agreed as compensation to issue to the consultant in the aggregate of 21,000 shares of common stock for investor relations consulting service rendered from November 2, 2020 to November 2, 2021. 21,000 shares of common stock were issued to this consultant on November 30, 2020. Total fair value of the shares of common stock issued was calculated at $14,700 at $0.70 per share. 16 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (13) Warrants Pursuant to the 2020 Purchase Agreement, the Company agreed to sell to such investors an aggregate of 4,400,000 shares of common stock and warrants to purchase up to 4,400,000 shares of common stock in a concurrent private placement (the “May 2020 Warrants”). The exercise price of the May 2020 Warrant is $ 0.7425 per share. These warrants are exercisable on July 23, 2020 and have a term of exercise equal to five years and six months from the date of issuance till July 23, 2025. 880,000 May 2020 Warrants were exercised in February 2021 at the exercise price of $0.7425 per share and 3,520,000 May 2020 Warrants were outstanding as of September 30, 2021. The Company classified warrant as liabilities and accounted for the issuance of the May 2020 Warrants as a derivative. On January 20, 2021, the Company offered and sold to certain institutional investors an aggregate of 26,181,818 shares of common stock and 26,181 ,818warrants to purchase up to 26,181,818 shares of common stock (the “January 2021 Warrants”). The January 2021 Warrants are exercisable commencing on January 20, 2021 at an exercise price of $0.55 and will expire on January 20, 2026. 14,106,900 January 2021 Warrants were exercised in January and February of 2021 at the exercise price of $0.55 per share. 12,074,918 January 2021 Warrants were outstanding as of September 30, 2021 . On March 1, 2021, the Company offered and sold to the public investors an aggregate of 29,277,866 shares of common stock and 14,638,933 warrants to purchase up to 14,638,933 shares of common stock (the “March 2021 Warrants”). The March 2021Warrants are exercisable commencing on March 1, 2021 at an exercise price of $0.75 and will expire on March 1, 2026. 67,500 March 2021 Warrants were exercised in January and March 2021 at the exercise price of $0.75 per share and 14,571,433 March 2021 Warrants were outstanding as of September 30, 2021. The Company classified warrants as liabilities and accounted for the issuance of the warrants as a derivative. A summary of warrant activities is as below: Nine months Ended September 30, 2021 Number Weight average exercise price Outstanding and exercisable at beginning of the period 4,400,000 $ 0.7425 Issued during the period 40,820,751 0.622 Exercised during the period ( 15,054,400 ) 0.5621 Cancelled or expired during the period - - Outstanding and exercisable at end of the period 30,166,351 $ 0.6691 17 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The following table summarizes information relating to outstanding and exercisable warrants as of September 30, 2021. Warrants Outstanding Warrants Exercisable Weighted Average Number of Remaining Shares Number of Contractual life Weighted Average Underlying Weighted Average Shares (in years) Exercise Price the Warrants Exercise Price 30,166,351 4.34 $ 0.6691 30,166,351 $ 0.6691 Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at December 31, 2020 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). The intrinsic value of the warrants as of September 30, 2021 is $ nil . (14) Earnings Per Share For the three months ended September 30, 2021 and 2020, basic and diluted net income per share are calculated as follows: Three Months Ended September 30, 2021 2020 Basic income (loss) per share Net income (loss) for the period - numerator $ 1,542,576 $ ( 520,974 ) Weighted average common stock outstanding - denominator 54,196,300 25,816,354 Net income (loss) per share $ 0.03 $ ( 0.02 ) Diluted income per share Net income for the period- numerator $ 1,542,576 $ ( 520,974 ) Weighted average common stock outstanding - denominator 54,196,300 25,816,354 Effect of dilution - - Weighted average common stock outstanding - denominator 54,196,300 25,816,354 Diluted income (loss) per share $ 0.03 $ ( 0.02 ) For the nine months ended September 30, 2021 and 2020, basic and diluted net income per share are calculated as follows: Nine Months Ended September 30, 2021 2020 Basic loss per share Net loss for the period - numerator $ ( 3,249,528 ) $ ( 3,937,292 ) Weighted average common stock outstanding - denominator 54,196,300 25,816,354 Net loss per share $ ( 0.06 ) $ ( 0.15 ) Diluted loss per share Net loss for the period - numerator $ ( 3,249,528 ) $ ( 3,937,292 ) Weighted average common stock outstanding - denominator 54,196,300 25,816,354 Effect of dilution - - Weighted average common stock outstanding - denominator 54,196,300 25,816,354 Diluted loss per share $ ( 0.06 ) $ ( 0.15 ) For the three and nine months ended September 30, 2021 and 2020 there were no securities with dilutive effect issued and outstanding. 18 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (15) Income Taxes United States The Company and Shengde Holdings are incorporated in the State of Nevada and are subject to the U.S. federal tax and state statutory tax rates up to 34 % and 0 %, respectively. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “2017 TCJA”), which significantly changed U.S. tax law. The 2017 TCJAlowered the Company’s U.S. statutory federal income tax rate from the highest rate of 35 % to 21 % effective January 1, 2018, while also imposing a deemed repatriation tax on deferred foreign income which requires companies to pay a one-time transition tax on previously unremitted earnings of non-U.S. subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. The SEC staff issued Staff Accounting Bulletin (SAB) 118, which provides guidance on accounting for enactment effects of the 2017 TCJA. SAB 118 provides a measurement period of up to one year from the 2017 TCJA’s enactment date for companies to complete their accounting under ASC 740. In accordance with SAB 118, to the extent that a company’s accounting for certain income tax effects of the 2017 TCJA is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in its financial statements. If a company cannot determine a provisional estimate to be included in its financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the 2017 TCJA. Transition tax: The transition tax is a tax on previously untaxed accumulated and current earnings and profits (E&P) of certain of the Company’s non-U.S. subsidiaries. To determine the amount of the transition tax, the Company must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. Further, the transition tax is based in part on the amount of those earnings held in cash and other specified assets. The Company was able to make a reasonable estimate of the transition tax and recorded a provisional obligation and additional income tax expense of approximately $ 80,000 in the fourth quarter of 2017. However, the Company is continuing to gather additional information and will consider additional technical guidance to more precisely compute and account for the amount of the transition tax. This amount may change when the Company finalizes the calculation of post-1986 foreign E&P previously deferred from U.S. federal taxation and finalizes the amounts held in cash or other specified assets. The 2017 TCJA’s transition tax is payable over eight years beginning in 2018. PRC Dongfang Paper and Baoding Shengde are PRC operating companies and are subject to PRC Enterprise Income Tax. Pursuant to the PRC New Enterprise Income Tax Law, Enterprise Income Tax is generally imposed at a statutory rate of 25 %. The provisions for income taxes for three months ended September 30, 2021 and 2020 were as follows: Three Months Ended September 30, 2021 2020 Provision for Income Taxes Current Tax Provision U.S. $ 14,717 $ 14,717 Current Tax Provision PRC 443,028 572,686 Deferred Tax Provision PRC ( 529,133 ) ( 561,055 ) Total Provision for (Deferred tax benefit)/ Income Taxes $ ( 71,388 ) $ 26,348 The provisions for income taxes for nine months ended September 30, 2021 and 2020 were as follows: Nine Months Ended September 30, 2021 2020 Provision for Income Taxes Current Tax Provision U.S. $ 14,717 $ 14,747 Current Tax Provision PRC 1,700,721 988,589 Deferred Tax Provision PRC 3,235,556 ( 1,582,754 ) Total Provision for (Deferred tax benefit)/ Income Taxes $ 4,950,994 $ ( 579,418 ) 19 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) In addition to the reversible future PRC income tax benefits stemming from the timing differences of items such as recognition of asset disposal gain or loss and asset depreciation, the Company was incorporated in the United States and incurred net operating losses of approximately $ 2,508,797 and $ 0 for U.S. income tax purposes for the years ended December 31, 2020 and 2019, respectively. The net operating loss carried forward may be available to reduce future years’ taxable income. These carry forwards would expire, if not utilized, during the period of 2030 through 2035. As of September 30, 2021, management believed that the realization of all the U.S. income tax benefits from these losses, which generally would generate a deferred tax asset if it can be expected to be utilized in the future, appears not more than likely due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, As of September 30, 2021, the Company provided a 100 % valuation allowance on the U.S. deferred tax asset benefit to reduce the total deferred tax asset to the amount realizable for the PRC income tax purposes. Management reviews this valuation allowance periodically and will make adjustments as warranted. A summary of the otherwise deductible (or taxable) deferred tax items is as follows: September 30, December 31, 2021 2020 Deferred tax assets (liabilities) Depreciation and amortization of property, plant and equipment $ 14,154,457 $ 12,397,323 Impairment of property, plant and equipment 748,873 680,800 Miscellaneous 290,174 258,963 Net operating loss carryover of PRC company 371,146 371,544 Total deferred tax assets 15,564,650 13,708,630 Less: Valuation allowance 5,000,000 - Total deferred tax assets, net $ 10,564,650 13,708,630 The following table reconciles the statutory rates to the Company’s effective tax rate: Three Months Ended September 30, 2021 2020 PRC Statutory rate 25.0 % 25.0 % Effect of different tax jurisdiction Effect of reconciling items in the PRC for tax purposes ( 29.9 %) ( 30.3 %) Change in valuation allowance - Effective income tax rate - ( 4.9 %) ( 5.3 %) Nine Months Ended September 30, 2021 2020 PRC Statutory rate 25.0 % 25.0 % Effect of different tax jurisdiction Effect of reconciling items in the PRC for tax purposes ( 27.9 ) ( 12.2 ) (Over) Under-provision in previous year Change in valuation allowance 293.9 - 291.0 % 12.8 % During the three months ended September 30, 2021 and 2020, the effective income tax rate was estimated by the Company to be - 4.9 % and - 5.3 %, respectively. During the nine months ended September 30, 2021 and 2020, the effective income tax rate was estimated by the Company to be 291.0 % and 12.8 %, respectively. As of December 31, 2017, except for the one-time transition tax under the 2017 TCJA which imposes a U.S. tax liability on all unrepatriated foreign E&Ps, the Company does not believe that its future dividend policy and the available U.S. tax deductions and net operating losses will cause the Company to recognize any other substantial current U.S. federal or state corporate income tax liability in the near future. Nor does it believe that the amount of the repatriation of the VIE’s earnings and profits for purposes of paying dividends will change the Company’s position that its PRC subsidiary Baoding Shengde and the VIE, Dongfang Paper are considered or are expected to be indefinitely reinvested offshore to support our future capacity expansion. If these earnings are repatriated to the U.S. resulting in U.S. taxable income in the future, or if it is determined that such earnings are to be remitted in the foreseeable future, additional tax provisions would be required. 20 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) The Company has adopted ASC Topic 740-10-05, Income Taxes. To date, the adoption of this interpretation has not impacted the Company’s financial position, results of operations, or cash flows. The Company performed self-assessment and the Company’s liability for income taxes includes the liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by taxing authorities. Audit periods remain open for review until the statute of limitations has passed, which in the PRC is usually 5 years. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of September 30, 2021 and December 31, 2020, management considered that the Company had no uncertain tax positions affecting its consolidated financial position and results of operations or cash flows, and will continue to evaluate for any uncertain position in future. There are no estimated interest costs and penalties provided in the Company’s consolidated financial statements for the nine months ended September 30, 2021 and 2020, respectively. The Company’s tax positions related to open tax years are subject to examination by the relevant tax authorities and the major one is the China Tax Authority. (16) Stock Incentive Plans 2019 Incentive Stock Plan On October 31, 2019, the shareholders of the Company at the Company’s Annual Shareholders General Meeting adopted and approved the 2019 Omnibus Equity Incentive Plan of IT Tech Packaging, Inc. (the “2019 ISP”). Under the 2019 ISP, the Company has reserved a total of 2,000,000 shares of common stock for issuance as or under awards to be made to the directors, officers, employees and/or consultants of the Company and its subsidiaries. On April 2, 2020, 2,000,000 shares of common stock were granted under the 2019 ISP. Total fair value of the shares of common stock granted was calculated at $ 1,200,000 as of the date of issuance at $ 0.60 per share. (17) Commitments and Contingencies Operating Lease The Company leases 32.95 acres of land from a local government in Xushui District, Baoding City, Hebei, China through a real estate lease with a 30 -year term, which expires on December 31, 2031. The lease requires an annual rental payment of approximately $ 18,549 (RMB 120,000 ). This operating lease is renewable at the end of the 30-year term. As mentioned in Note (8) Related Party Transactions, in connection with the sale of Industrial Buildings to Hebei Fangsheng, Hebei Fangsheng agrees to lease the Industrial Buildings back to the Company at an annual rental of $ 154,579 (RMB 1,000,000 ), for a total term of up to five years . 21 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Future minimum lease payments of all operating leases are as follows: September 30, Amount 2022 146,997 2023 18,503 2024 18,503 2025 18,503 2026 18,503 Thereafter 97,141 Total operating lease payments $ 318,151 Capital commitment As of September 30, 2021, the Company has entered contract for the purchase of paper machine of a new tissue paper production line PM10. Total outstanding commitments under these contracts were $ 6,491,981 and $ 4,570,331 as of September 30, 2021 and December 31, 2020, respectively. The Company expected to pay off all the balances within 1-3 years. On June 25, 2019, Dongfang Paper entered into an acquisition agreement with shareholder of Hebei Tengsheng Paper Co., Ltd. (“Hebei Tengsheng”), a limited liability company organized under the laws of the PRC, pursuant to which Dongfang Paper will acquire Hebei Tengsheng. The consideration for the acquisition is RMB 320 million (approximately $ 49 million), of which $ 32 million was paid by the Company, and the balance consideration of $ 17 million is payable by December 31, 2021. Guarantees and Indemnities The Company agreed with Baoding Huanrun Trading Co., a major supplier of raw materials, to guarantee certain obligations of this third party, and as of September 30, 2021 and December 31, 2020, the Company guaranteed its long-term loan from financial institutions amounting to $4,779,967 (RMB31,000,000) and $4,779,967 (RMB31,000,000), respectively, that matured at various times in 2018-2023. If Huanrun Trading Co., were to become insolvent, the Company could be materially adversely affected. (18) Segment Reporting Since March 10, 2010, Baoding Shengde started its operations and thereafter the Company manages its operations through two business operating segments: Dongfang Paper, which produces offset printing paper and corrugating medium paper, and Baoding Shengde, which produces digital photo paper. They are managed separately because each business requires different technology and marketing strategies. The Company evaluates performance of its operating segments based on net income. Administrative functions such as finance, treasury, and information systems are centralized. However, where applicable, portions of the administrative function expenses are allocated between the operating segments based on gross revenue generated. The operating segments do share facilities in Xushui County, Baoding City, Hebei Province, China. All sales were sold to customers located in the PRC. 22 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) Summarized financial information for the three reportable segments is as follows: Three Months Ended September 30, 2021 Dongfang Hebei Baoding Not Attributable Elimination of Enterprise-wide, Paper Tengsheng Shengde to Segments Inter-segment consolidated Revenues $ 42,123,855 $ 2,508,611 $ 2,789,071 $ - $ ( 2,333,866 ) $ 45,087,671 Gross profit 2,026,870 ( 249,996 ) 44,662 - - 1,821,536 Depreciation and amortization 1,215,907 1,918,917 432,437 - - 3,567,261 Interest income 8,222 370 3,452 - - 12,044 Interest expense 180,270 17,026 84,374 - - 281,670 Income tax expense(benefit) 320,249 ( 396,715 ) 5,078 - - ( 71,388 ) Net income (loss) 956,901 ( 1,258,593 ) ( 56,897 ) 1,901,165 - 1,542,576 Three Months Ended September 30, 2020 Dongfang Hebei Baoding Not Attributable Elimination Enterprise-wide, Paper Tengsheng Shengde to Segments of Inter-segment consolidated Revenues $ 30,756,297 $ 2,380,052 $ 221,102 $ - $ - $ 33,357,451 Gross profit 2,888,037 ( 345,084 ) 24,598 - - 2,567,551 Depreciation and amortization 1,645,309 2,155,505 4,575 - - 3,805,389 Interest income 6,544 977 1,023 - - 8,544 Interest expense 172,003 7,172 79,263 - - 258,438 Income tax expense(benefit) 578,029 ( 538,191 ) - 13,490 - - 26,348 Net income (loss) 1,722,774 ( 1,394,727 ) ( 67,334 ) ( 781,687 ) - ( 520,974 ) Nine Months Ended September 30, 2021 Dongfang Hebei Baoding Not Attributable Elimination Enterprise-wide, Paper Tengsheng Shengde to Segments of Inter-segment consolidated Revenues $ 108,949,261 6,487,027 5,714,288 - ( 5,318,563 ) 115,832,013 Gross profit 7,523,100 ( 938,454 ) 96,915 - - 6,681,561 Depreciation and amortization 3,976,098 6,459,845 1,297,721 - - 11,733,664 Interest income 19,202 1,176 7,718 - - 28,096 Interest expense 537,831 56,376 250,263 - - 844,470 Income tax expense(benefit) 1,355,079 3,582,328 ( 1,130 ) 14,717 - 4,950,994 Net income (loss) 3,892,107 ( 9,219,504 ) ( 210,718 ) 2,288,587 - ( 3,249,528 ) Nine Months Ended September 30, 2020 Dongfang Hebei Baoding Not Attributable Elimination Enterprise-wide, Paper Tengsheng Shengde to Segments of Inter-segment consolidated Revenues $ 61,630,714 5,766,207 1,066,654 68,463,575 Gross profit (loss) 5,859,599 ( 1,430,934 ) 527,997 4,956,662 Depreciation and amortization 4,769,348 6,396,006 136,349 11,301,703 Interest income 19,638 1,524 2,623 23,785 Interest expense 505,000 7,172 232,420 744,592 Income tax expense(benefit) 927,129 ( 1,586,876 ) 65,612 ( 579,418 ) Net income (loss) 2,667,923 ( 4,338,839 ) 56,764 ( 3,937,292 ) 23 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) As of September 30, 2021 Dongfang Hebei Baoding Not Attributable Elimination of Enterprise-wide, Paper Tengsheng Shengde to Segments Inter-segment consolidated Total assets $ 105,220,080 93,730,035 28,402,322 9,325,881 - 236,678,318 As of December 31, 2020 Dongfang Hebei Baoding Not Attributable Elimination of Enterprise-wide, Paper Tengsheng Shengde to Segments Inter-segment consolidated Total assets $ 79,206,447 102,056,291 18,589,570 22,166 - 199,874,474 (19) Concentration and Major Customers and Suppliers For the three and nine months ended September 30, 2021, the Company had no single customer contributed over 10 % of total sales. For the three and nine months ended September 30, 2020, the Company had no single customer contributed over 10 % of total sales. For the three months ended September 30, 2021, the Company had three major suppliers accounted for 74 %, 12 % and 5 % of total purchases. For the three months ended September 30, 2020, the Company had three major suppliers accounted for 75 %, 11 % and 3 % of total purchases. For the nine months ended September 30, 2021, the Company had two major suppliers accounted for 78 % and 11 % of total purchases. For the nine months ended September 30, 2020, the Company had three major suppliers accounted for 74 %, 11 % and 4 % of total purchases. 24 IT TECH PACKAGING, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (20) Concentration of Credit Risk Financial instruments for which the Company is potentially subject to concentration of credit risk consist principally of cash. The Company places its cash in reputable financial institutions in the PRC and the United States. Although it is generally understood that the PRC central government stands behind all of the banks in China in the event of bank failure, there is no deposit insurance system in China that is similar to the protection provided by the Federal Deposit Insurance Corporation (“FDIC”) of the United States as of as of September 30, 2021 and December 31, 2020. On May 1, 2015, the new “Deposit Insurance Regulations” was effective in the PRC that the maximum protection would be up to RMB 500,000 (US$ 77,096 ) per depositor per insured financial intuition, including both principal and interest. For the cash placed in financial institutions in the United States, the Company’s U.S. bank accounts are all fully covered by the FDIC insurance as of September 30, 2021 and December 31, 2020, respectively, while for the cash placed in financial institutions in the PRC, the balances exceeding the maximum coverage of RMB 500,000 amounted to RMB 109,299,409 (US$ 16,853,148 ) as of September 30, 2021. (21) Risks and Uncertainties The Company is subject to substantial risks from, among other things, intense competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, foreign currency exchange rates, and operating in the PRC under its various laws and restrictions. (22) Recent Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 replaced the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 requires use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. In October 2019, the FASB issued ASU No. 2019-10, “Financial Instruments-Credit Losses (Topic 326): Effective Dates”, to finalize the effective date delays for private companies, not-for-profits, and smaller reporting companies applying the CECL standards. The ASU is effective for reporting periods beginning after December 15, 2022 and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of ASU 2016-13 on our condensed consolidated financial statements. (23) Subsequent Event None. 25