Controls and Procedures
+Added: management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e))
+Added: under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file
+Added: or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s
+Added: rules and forms.
+Added: Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
+Added: required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated
+Added: to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers,
+Added: or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
+Added: to Rule 13a-15(b) under the Exchange Act, the Company carried out an evaluation with the participation of the Company’s management,
+Added: including Zhenyong Liu, the Company’s Chief Executive Officer (“CEO”), and Jing Hao, the Company’s Chief Financial
+Added: Officer (“CFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e)
+Added: under the Exchange Act) as of December 31, 2021.
+Added: Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s
+Added: disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that
+Added: the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified
+Added: in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including
+Added: the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
+Added: conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021.
+Added: In making this assessment, management used the framework set forth in Internal Control - Integrated Framework (2013) issued by
+Added: the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Based on this assessment, management has determined that, as of
+Added: December 31, 2021, the Company’s internal control over financial reporting was effective.
+Added: annual report does not include an attestation report of its registered independent public accounting firm regarding the Company’s
+Added: internal control over financial reporting because the Company is not required to include such attestation report in this annual report.
+Added: in internal controls
+Added: management, with the participation of our CEO and CFO, performed an evaluation as to whether any change in our internal controls over
+Added: financial reporting occurred during the year ended December 31, 2021.
+Added: Based on that evaluation, our CEO and CFO concluded that no change
+Added: occurred in the Company’s internal controls over financial reporting during the quarter ended December 31, 2021 that has materially
+Added: affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Directors, Executive Officers and Corporate Governance
forth below is certain information regarding our directors and executive officers.
−Removed: Our Board of Directors is comprised of five
+Added: Our Board of Directors is comprised of five directors.
There are no family relationships between any of our directors or executive officers.
−Removed: Each of our directors is elected
−Removed: to serve until the next annual meeting of our stockholders and until his successor is elected and qualified or until such director’s
−Removed: earlier death, removal or termination.
+Added: Each of our directors is elected to serve until
+Added: the next annual meeting of our stockholders and until his successor is elected and qualified or until such director’s earlier death,
+Added: removal or termination.
following table sets forth certain information with respect to our directors and executive officers:
Position/Title
−Removed: Executive Officer and Chairman of the Board
−Removed: Financial Officer
−Removed: Christopher Wang
−Removed: have two classes of directors with each class elected in a different calendar year from the calendar year in which the other class
−Removed: of directors are elected.
+Added: Chief Executive Officer
+Added: and Chairman of the Board
+Added: Chief Financial Officer
+Added: Marco Ku Hon Wai
+Added: Wenbing Christopher
+Added: have two classes of directors with each class elected in a different calendar year from the calendar year in which the other class of
+Added: directors are elected.
All directors are elected for a two-year term.
−Removed: The directors elected in Class I, Marco Ku Hon Wai and
−Removed: Wenbing Christopher Wang, will serve until the annual meeting of stockholders in 2021 and until their respective successors have
−Removed: been elected and have qualified, or until their earlier resignation, removal or death.
−Removed: The directors elected in Class II, Zhenyong
−Removed: Liu, Fuzeng Liu and Lusha Niu will serve until the annual meeting of stockholders in 2020 and until their respective successors
−Removed: have been elected and have qualified, or until their earlier resignation, removal or death.
−Removed: Our officers serve at the discretion
−Removed: of our Board of Directors.
+Added: The directors elected in Class I, Marco Ku Hon Wai and Wenbing
+Added: Christopher Wang, will serve until the annual meeting of stockholders in 2021 and until their respective successors have been elected
+Added: and have qualified, or until their earlier resignation, removal or death.
+Added: The directors elected in Class II, Zhenyong Liu, Fuzeng Liu
+Added: and Lusha Niu will serve until the annual meeting of stockholders in 2020 and until their respective successors have been elected and
+Added: have qualified, or until their earlier resignation, removal or death.
+Added: Our officers serve at the discretion of our Board of Directors.
forth below is biographical information about our current directors and executive officers:
−Removed: Zhenyong Liu became a member of the Board of Directors, and was appointed as Chairman of the Board of Directors
−Removed: on November 30, 2007.
−Removed: Liu has also served as the Company’s Chief Executive Officer since November 16, 2007, and
−Removed: serves as Chairman of Hebei Baoding Dongfang Paper Milling Company Limited (Dongfang Paper), a position he has held since
−Removed: From 1990 to 1996, he served as Plant Director of Xinxin Paper Milling Factory in Xushui District.
−Removed: Liu served as
−Removed: General Manager of the East Central Household Appliance Purchases and Supply Station from 1980 to 1989.
+Added: Zhenyong Liu became a member of the Board of Directors, and was appointed as Chairman of the Board of Directors on November
+Added: Liu has also served as the Company’s Chief Executive Officer since November 16, 2007, and serves as Chairman of Hebei
+Added: Baoding Dongfang Paper Milling Company Limited (Dongfang Paper), a position he has held since 1996.
+Added: From 1990 to 1996, he served as Plant
+Added: Director of Xinxin Paper Milling Factory in Xushui District.
+Added: Liu served as General Manager of the East Central Household Appliance
+Added: Purchases and Supply Station from 1980 to 1989.
Jing Hao was appointed as our Chief Financial Officer on November 3, 2014.
−Removed: Hao previously served as the
−Removed: Company’s Chief Financial Officer between November 2007 and April 2009.
+Added: Hao previously served as the Company’s
+Added: Chief Financial Officer between November 2007 and April 2009.
In addition, Ms.
−Removed: Hao has served as Chief
−Removed: Financial Officer of Hebei Baoding Dongfang Paper Milling Company Limited (Dongfang Paper) since 2006.
−Removed: Prior to that, she was
−Removed: Manager of Finance for Dongfang Paper from 2005 to 2006.
+Added: Hao has served as Chief Financial Officer of Hebei Baoding
+Added: Dongfang Paper Milling Company Limited (Dongfang Paper) since 2006.
+Added: Prior to that, she was Manager of Finance for Dongfang Paper from
+Added: 2005 to 2006.
Dahong Zhou was appointed as our Secretary on November 16, 2007.
−Removed: Zhou also serves as Executive Manager of
−Removed: Hebei Baoding Dongfang Paper Milling Company Limited (Dongfang Paper), a position she has held since 2006.
+Added: Zhou also serves as Executive Manager of Hebei Baoding
+Added: 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.
−Removed: Ku is the founder of
−Removed: Sensible Investment Company Limited, an investment consulting firm based in Hong Kong founded in 2013.
−Removed: He was previously
−Removed: Chief Financial Officer of China Marine Food Group Limited (OTC:
+Added: Ku is the founder of Sensible Investment
+Added: Company Limited, an investment consulting firm based in Hong Kong founded in 2013.
+Added: He was previously Chief Financial Officer of China
+Added: Marine Food Group Limited (OTC:
CMFO) from July 2007 to October 2013.
−Removed: Prior to his position
−Removed: at China Marine Food Group Limited, Mr.
−Removed: Ku co-founded KISS Catering Group, a food and beverage business in Beijing from
−Removed: October 2005 to April 2007.
−Removed: Ku worked at KPMG LLP from 1996 to 2000, where his last held position was Assistant Manager.
−Removed: Ku received a bachelor’s degree in finance from the Hong Kong University of Science and Technology in 1996, and is
−Removed: currently a fellow member of the Hong Kong Institute of Certified Public Accountants.
+Added: Prior to his position at China Marine Food Group Limited, Mr.
+Added: co-founded KISS Catering Group, a food and beverage business in Beijing from October 2005 to April 2007.
+Added: Ku worked at KPMG LLP from
+Added: 1996 to 2000, where his last held position was Assistant Manager.
+Added: Ku received a bachelor’s degree in finance from the Hong
+Added: 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.
−Removed: also been serving as President and Director of Fushi Copperweld, Inc.
−Removed: (“Fushi”) since January 21, 2008.
−Removed: served as Fushi’s Chief Financial Officer from December 13, 2005 to August 31, 2009.
+Added: Wang has also been
+Added: serving as President and Director of FushiCopperweld, Inc.
+Added: (“Fushi”) since January 21, 2008.
+Added: Wang served as Fushi’s
+Added: Chief Financial Officer from December 13, 2005 to August 31, 2009.
Prior to Fushi, Mr.
−Removed: for Redwood Capital, Inc., China Century Investment Corporation, Credit Suisse First Boston and VC China in various
+Added: Wang worked for Redwood Capital, Inc., China Century
+Added: Investment Corporation, Credit Suisse First Boston and VC China in various capacities.
Fluent in both English and Chinese, Mr.
−Removed: Wang holds a master’s degree in business administration and finance
−Removed: and corporate accounting from Simon Business School of University of Rochester.
−Removed: Wang was named one of the top ten
−Removed: CFO’s of 2007 in China by CFO magazine.
+Added: a master’s degree in business administration and finance and corporate accounting from Simon Business School of University of Rochester.
+Added: 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.
−Removed: Liu has also served as Vice
−Removed: President of Dongfang Paper since 2002.
−Removed: Previously, he served as Deputy Secretary of the Traffic Bureau of Xushui District
−Removed: from 1992 to 2002 and as Party Secretary of Dayin Town, Xushui District from 1988 to 1992.Mr.
−Removed: Liu also served as Head of the
−Removed: Cuizhuang Town, Xushui District from 1984 to 1988.
+Added: Liu has also served as Vice President
+Added: of Dongfang Paper since 2002.
+Added: Previously, he served as Deputy Secretary of the Traffic Bureau of Xushui District from 1992 to 2002 and
+Added: as Party Secretary of Dayin Town, Xushui District from 1988 to 1992.Mr.
+Added: Liu also served as Head of the Cuizhuang Town, Xushui District
+Added: from 1984 to 1988.
From 1977 to 1984, Mr.
−Removed: Liu worked at the committee office of Xushui
+Added: Liu worked at the committee office of Xushui District.
Niu has been a member of the Board of Directors since October12, 2016.
−Removed: Niu is a public relations veteran
−Removed: with strong background in international business and finance.
+Added: Niu is a public relations veteran with strong background
+Added: in international business and finance.
Since September 2013, Ms.
−Removed: Niu has been the Director of
−Removed: Corporate Communications and Public Affairs, Asia Lead of Financial Communication at MSL GROUP, a global public
−Removed: communications firm.
+Added: Niu has been the Director of Corporate Communications and Public Affairs,
+Added: Asia Lead of Financial Communication at MSL GROUP, a global public communications firm.
From August 2008 until August 2013, Ms.
−Removed: Niu was an Associate Director at APCO Worldwide, a Washington
+Added: an Associate Director at APCO Worldwide, a Washington D.C.
based global public affairs consulting firm.
−Removed: Niu also served as a Consulting Analyst with BDA Consulting, advising
−Removed: global institutional investors on their China deal strategy.
−Removed: Niu holds a Master’s degree in Finance from the
−Removed: University of Colorado.
−Removed: Board of Directors believes that each of the Company’s directors is highly qualified to serve as a member of the Board.
−Removed: Each of the directors has contributed to the mix of skills, core competencies and qualifications of the Board of Directors.
−Removed: evaluating candidates for election to the Board, the Nominating Committee seeks candidates with certain qualities that it believes
−Removed: are important, including integrity, an objective perspective, good judgment, and leadership skills.
−Removed: Our directors are highly educated
−Removed: and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant positions.
−Removed: Some of our directors have served in our operating entity, Dongfang Paper, for many years and benefit from an intimate knowledge
−Removed: of our operations and corporate philosophy.
+Added: Niu also served as a Consulting
+Added: Analyst with BDA Consulting, advising global institutional investors on their China deal strategy.
+Added: Niu holds a Master’s degree
+Added: in Finance from the University of Colorado.
+Added: Board of Directors believes that each of the Company’s directors is highly qualified to serve as a member of the Board.
+Added: the directors has contributed to the mix of skills, core competencies and qualifications of the Board of Directors.
+Added: When evaluating candidates
+Added: for election to the Board, the Nominating Committee seeks candidates with certain qualities that it believes are important, including
+Added: integrity, an objective perspective, good judgment, and leadership skills.
+Added: Our directors are highly educated and have diverse backgrounds
+Added: and talents and extensive track records of success in what we believe are highly relevant positions.
+Added: Some of our directors have served
+Added: 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.
−Removed: Members of the Board of Directors
−Removed: are kept informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing
−Removed: materials provided to them and by participating at meetings of the board and its committees.
+Added: Members of the Board of Directors are
+Added: kept informed of our business through discussion with the chief executive and financial officers and other officers, by reviewing materials
+Added: 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.
−Removed: Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Mr.
+Added: The Audit Committee
+Added: is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Mr.
Ku serving as chairman.
−Removed: The Compensation
−Removed: Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Ms.
+Added: The Compensation Committee
+Added: is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Ms.
Lusha Niu serving as chairwoman.
−Removed: The Nominating Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Mr.
−Removed: Wenbing Christopher
−Removed: Wang serving as chairman.
−Removed: Audit Committee is involved in discussions with our independent auditor with respect to the scope and results of our year-end
−Removed: audit, our quarterly results of operations, our internal accounting controls and the professional services furnished by the independent
+Added: The Nominating Committee
+Added: is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Lusha Niu, with Mr.
+Added: Wenbing Christopher Wang serving as chairman.
+Added: Audit Committee is involved in discussions with our independent auditor with respect to the scope and results of our year-end audit,
+Added: our quarterly results of operations, our internal accounting controls and the professional services furnished by the independent auditor.
Our Board of Directors has determined that both Mr.
Marco Ku Hon Wai and Mr.
−Removed: Wenbing Christopher Wang qualify as audit
−Removed: committee financial experts and have the accounting or financial management expertise as required under NYSE Rule 303A.07(a).
−Removed: Our Board of Directors has also adopted a written charter for the audit committee which the audit committee reviews and reassesses
−Removed: for adequacy on an annual basis.
−Removed: A copy of the audit committee’s current charter is available at the our corporate website
−Removed: at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912345722139375725.pdf
−Removed: Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews our
−Removed: overall compensation policies for employees generally.
−Removed: If so authorized by the Board of Directors, the committee may also serve
−Removed: as the granting and administrative committee under any option or other equity-based compensation plans which we may adopt.
−Removed: Compensation Committee does not delegate its authority to fix compensation;
−Removed: however, as to officers who report to the chief executive
−Removed: officer, the compensation committee consults with the chief executive officer, who may make recommendations to the compensation
−Removed: Any recommendations by the chief executive officer are accompanied by an analysis of the basis for the recommendations.
−Removed: The committee will also discuss compensation policies for employees who are not officers with the chief executive officer and
−Removed: other responsible officers.
−Removed: A copy of the compensation committee’s current charter is available at our corporate website
−Removed: at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912355880048874958.pdf
−Removed: Nominating Committee is involved in evaluating the desirability of and recommending to the board any changes in the size and
−Removed: composition of the board, evaluation of and successor planning for the chief executive officer and other executive officers.
−Removed: The qualifications of any candidate for director will be subject to the same extensive general and specific criteria
−Removed: applicable to director candidates generally.
−Removed: A copy of the nominating committee’s current charter is available at our
−Removed: corporate website at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912356661968874958.pdf
−Removed: have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting
−Removed: officer and controller, or persons performing similar functions.
−Removed: The Code of Ethics is currently available at our corporate website
−Removed: at http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912363688526617528.pdf
−Removed: Board Meetings
−Removed: The Board of Directors and its committees held the following number of meetings during 2020:
+Added: Wenbing Christopher Wang qualify as audit committee financial
+Added: experts and have the accounting or financial management expertise as required under NYSE Rule 303A.07(a).
+Added: Our Board of Directors has
+Added: also adopted a written charter for the audit committee which the audit committee reviews and reassesses for adequacy on an annual basis.
+Added: 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
+Added: Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews our overall
+Added: compensation policies for employees generally.
+Added: If so authorized by the Board of Directors, the committee may also serve as the granting
+Added: and administrative committee under any option or other equity-based compensation plans which we may adopt.
+Added: The Compensation Committee
+Added: does not delegate its authority to fix compensation;
+Added: however, as to officers who report to the chief executive officer, the compensation
+Added: committee consults with the chief executive officer, who may make recommendations to the compensation committee.
+Added: Any recommendations
+Added: by the chief executive officer are accompanied by an analysis of the basis for the recommendations.
+Added: The committee will also discuss compensation
+Added: policies for employees who are not officers with the chief executive officer and other responsible officers.
+Added: A copy of the compensation
+Added: committee’s current charter is available at our corporate website at
+Added: http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912355880048874958.pdf
+Added: Nominating Committee is involved in evaluating the desirability of and recommending to the board any changes in the size and composition
+Added: of the board, evaluation of and successor planning for the chief executive officer and other executive officers.
+Added: The qualifications of
+Added: any candidate for director will be subject to the same extensive general and specific criteria applicable to director candidates generally.
+Added: A copy of the nominating committee’s current charter is available at our corporate website at
+Added: http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912356661968874958.pdf
+Added: have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer
+Added: and controller, or persons performing similar functions.
+Added: The Code of Ethics is currently available at our corporate website at
+Added: http://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912363688526617528.pdf
+Added: Board of Directors and its committees held the following number of meetings during 2021:
Board of Directors
3 unchanged sentences
above table includes meetings held by means of a conference telephone call, but not actions taken by unanimous written consent.
−Removed: director attended at least 75% of the total number of meetings of the Board of Directors and those committees on which he served
−Removed: during the year.
+Added: 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 fiscal year ended December 31, 2021, the Board of Directors met on at least a quarterly basis.
−Removed: The independent directors had
−Removed: regularly scheduled meetings as often as necessary to fulfill their responsibilities, including at least annually in executive
−Removed: session without the presence of non-independent directors and management as required by Section 802(c) of the NYSE American Company
+Added: The independent directors had regularly
+Added: scheduled meetings as often as necessary to fulfill their responsibilities, including at least annually in executive session without
+Added: the presence of non-independent directors and management as required by Section 802(c) of the NYSE American Company Guide.
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:
−Removed: had a bankruptcy petition filed by or against
−Removed: any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within
−Removed: two years prior to that time;
−Removed: been convicted in a criminal proceeding or been
−Removed: subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;
−Removed: been subject to
−Removed: any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
−Removed: or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or
−Removed: banking activities;
−Removed: been found by a court of competent jurisdiction
−Removed: (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities
−Removed: or commodities law, and the judgment has not been reversed, suspended or vacated;
−Removed: been the subject
−Removed: to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization,
−Removed: any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over
−Removed: its members or persons associated with a member.
+Added: had a bankruptcy petition
+Added: filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy
+Added: or within two years prior to that time;
+Added: been convicted in a criminal
+Added: proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;
+Added: been subject to any order,
+Added: judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily
+Added: enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
+Added: been found by a court of
+Added: competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or
+Added: state securities or commodities law, and the judgment has not been reversed, suspended or vacated;
+Added: been the subject to, or
+Added: a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered
+Added: entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons
+Added: associated with a member.
Leadership Structure and Role in Risk Oversight
1 unchanged sentence
At the advice of other members of the management or the Board, Mr.
−Removed: calls meetings of the Board of Directors when necessary.
+Added: meetings of the Board of Directors when necessary.
We have three independent directors.
−Removed: Our Board of Directors has three
−Removed: standing committees, each of which is comprised solely of independent directors with a committee chair.
−Removed: The Board of Directors
−Removed: believes that the Company’s chief executive officer is best situated to serve as chairman of the Board of Directors because
−Removed: he is the director most familiar with our business and industry and the director most capable of identifying strategic priorities
−Removed: and executing our business strategy.
−Removed: We believe that this leadership structure has served the Company well.
−Removed: Our Board of Directors
−Removed: has overall responsibility for risk oversight.
−Removed: The Board of Directors has delegated responsibility for the oversight of specific
−Removed: risks to the committees as follows:
−Removed: The Audit Committee
−Removed: oversees the Company’s risk policies and processes relating to the financial statements and financial reporting processes,
−Removed: as well as key credit risks, liquidity risks, market risks and compliance, and the guidelines, policies and processes for
−Removed: monitoring and mitigating those risks.
−Removed: The Compensation Committee oversees the compensation
−Removed: of our chief executive officer and our other executive officers and reviews our overall compensation policies for employees.
−Removed: The Nominating Committee oversees risks related
−Removed: to the Company’s governance structure and processes.
+Added: Our Board of Directors has three standing committees,
+Added: each of which is comprised solely of independent directors with a committee chair.
+Added: The Board of Directors believes that the Company’s
+Added: chief executive officer is best situated to serve as chairman of the Board of Directors because he is the director most familiar with
+Added: our business and industry and the director most capable of identifying strategic priorities and executing our business strategy.
+Added: that this leadership structure has served the Company well.
+Added: Our Board of Directors has overall responsibility for risk oversight.
+Added: Board of Directors has delegated responsibility for the oversight of specific risks to the committees as follows:
+Added: The Audit Committee oversees
+Added: the Company’s risk policies and processes relating to the financial statements and financial reporting processes, as well as
+Added: key credit risks, liquidity risks, market risks and compliance, and the guidelines, policies and processes for monitoring and mitigating
+Added: The Compensation Committee
+Added: oversees the compensation of our chief executive officer and our other executive officers and reviews our overall compensation policies
+Added: for employees.
+Added: The Nominating Committee oversees risks related to
+Added: the Company’s governance structure and processes.
Board of Directors is responsible for approving all related party transactions according to our Code of Ethics.
−Removed: We have not adopted
−Removed: written policies and procedures specifically for related person transactions.
+Added: We have not adopted written
+Added: policies and procedures specifically for related person transactions.
with Section 16(a) of the Securities Exchange Act of 1934
−Removed: 16(a) of the Exchange Act, requires our executive officers and directors and persons who own more than 10% of a registered class
−Removed: of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and
−Removed: annual reports concerning their ownership of our common stock and other equity securities, on Form 3, 4 and 5 respectively.
−Removed: officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish our company with copies of
−Removed: all Section 16(a) reports they file.
−Removed: solely on our review of the copies of such reports received by us, and on written representations by our officers and directors
−Removed: regarding their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that,
−Removed: with respect to the fiscal year ended December 31, 2020, our officers and directors, and all of the persons known to us to own
−Removed: more than 10% of our common stock, filed all required reports on a timely basis.
+Added: 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
+Added: equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports
+Added: concerning their ownership of our common stock and other equity securities, on Form 3, 4 and 5 respectively.
+Added: Executive officers, directors
+Added: and greater than 10% shareholders are required by the SEC regulations to furnish our company with copies of all Section 16(a) reports
+Added: solely on our review of the copies of such reports received by us, and on written representations by our officers and directors regarding
+Added: their compliance with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to
+Added: the fiscal year ended December 31, 2021, our officers and directors, and all of the persons known to us to own more than 10% of our common
+Added: stock, filed all required reports on a timely basis.
Executive Compensation
−Removed: following compensation table summarizes the cash and non-cash compensation earned during the years ended December 31, 2020, and
−Removed: 2019 by each person who served as principal executive officer, principal financial officer, and secretary during 2020.
−Removed: Name and Principal Position
+Added: following compensation table summarizes the cash and non-cash compensation earned during the years ended December 31, 2021 and 2020 by
+Added: each person who served as principal executive officer, principal financial officer, and secretary during 2020.
+Added: and Principal Position
Zhenyong Liu,
−Removed: Chairman, CEO
−Removed: value of the Stock Award is determined by multiplying the number of restricted shares issued by the quoted closing price of the
−Removed: Company’s common stock on the date of the award, which was $0.60 as of April 8, 2020.
+Added: The value of the Stock
+Added: Award is determined by multiplying the number of restricted shares issued by the quoted closing price of the Company’s common
+Added: 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.
−Removed: Zhenyong Liu 44,326 shares of restricted common stock.
−Removed: These shares of common stock were issued under the 2011 ISP and are
−Removed: valued at $3.45 per share, based on the closing price on the date of the issuance.
−Removed: On December 31, 2013, the Company awarded
−Removed: Zhenyong Liu 8,000 shares of restricted common stock under the 2011 ISP and 2012 ISP, with a value of $2.66 per share,
−Removed: based on the closing price on the date of the stock issuance.
−Removed: On September 13, 2018, the Company issued 100,000 shares of
−Removed: common stock to Mr.
−Removed: Zhenyong Liu under the 2015 Omnibus Equity Incentive Plan with a value of $0.88 per share as of the date
−Removed: On April 8, 2020, the Company issued 200,000 shares of common stock to Mr.
−Removed: Zhenyong Liu under the 2019 ISP with
−Removed: a value of $0.60 per share as of the date of issuance.
−Removed: On September 8,2020, the Compensation Committee of the Company
−Removed: unanimously approved that Mr.
−Removed: Zhenyong Liu shall receive the bonus of $40,000 for his service rendered in the year
+Added: 44,326 shares of restricted common stock.
+Added: These shares of common stock were issued under the 2011 ISP and are valued at $3.45 per share,
+Added: based on the closing price on the date of the issuance.
+Added: On December 31, 2013, the Company awarded Mr.
+Added: Zhenyong Liu 8,000 shares of restricted
+Added: 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.
+Added: On September 13, 2018, the Company issued 100,000 shares of common stock to Mr.
+Added: Zhenyong Liu under the 2015 Omnibus Equity Incentive
+Added: Plan with a value of $0.88 per share as of the date of issuance.
+Added: On April 8, 2020, the Company issued 200,000 shares of common stock
+Added: Zhenyong Liu under the 2019 ISP with a value of $0.60 per share as of the date of issuance.
+Added: On September 8, 2020, the Compensation
+Added: Committee of the Company unanimously approved that Mr.
+Added: Zhenyong Liu shall receive the bonus of $40,000 for his service rendered in the
Hao began receiving a monthly salary of RMB 20,000 (approximately $3,065) in January 2015.
−Removed: On September 13, 2018, the company
−Removed: issued 10,000 shares of common stock to Ms.
−Removed: Jing Hao under the 2015 Omnibus Equity Incentive Plan with a value of $0.88 per share
−Removed: as of the date of issuance.
+Added: On September 13, 2018, the company issued
+Added: 10,000 shares of common stock to Ms.
+Added: Jing Hao under the 2015 Omnibus Equity Incentive Plan with a value of $0.88 per share as of the
+Added: date of issuance.
On September 8,2020, the Compensation Committee of the Company unanimously approved that Ms.
−Removed: Hao shall receive the bonus of $40,000 for her service rendered in the year 2020.
+Added: Jing Hao shall receive
+Added: 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, 2021
−Removed: 31, 2020 and December 31, 2019:
−Removed: Name and Principal Position
+Added: and Principal Position
Marco Ku Hon Wai
1 unchanged sentence
November 1, 2014, Mr.
−Removed: Marco Ku Hon Wai began serving as our director and has received annual compensation of $20,000, payable
−Removed: on a monthly basis.
+Added: Marco Ku Hon Wai began serving as our director and has received annual compensation of $20,000, payable on a monthly
In addition, the Company agreed to issue Mr.
−Removed: Ku 7,500 shares of its common stock every year under the Company’s
−Removed: stock incentive plan.
+Added: Ku 7,500 shares of its common stock every year under the Company’s stock incentive
On January 12, 2016, the Company issued Mr.
−Removed: Ku 7,500 shares restricted common stock under the 2015 ISP for
−Removed: his services in 2015, with a value of $1.33 per share, based on the closing price on the date of the issuance.
−Removed: reimbursed for his out-of-pocket expenses incurred in connection with his service to the Company.
+Added: Ku 7,500 shares restricted common stock under the 2015 ISP for his services in 2015,
+Added: with a value of $1.33 per share, based on the closing price on the date of the issuance.
+Added: Ku will be reimbursed for his out-of-pocket
+Added: expenses incurred in connection with his service to the Company.
October 28, 2009, Mr.
−Removed: Wenbing Christopher Wang has served as our director and has received annual compensation of $20,000, payable
−Removed: on a monthly basis.
−Removed: Wang also received 4,000 shares of common stock, a number equal to $20,000 divided by the closing price
−Removed: of the common stock on October 28, 2009, with piggyback registration rights subordinate to that held by investors in any past
−Removed: or future private placement of securities.
+Added: Wenbing Christopher Wang has served as our director and has received annual compensation of $20,000, payable on
+Added: a monthly basis.
+Added: Wang also received 4,000 shares of common stock, a number equal to $20,000 divided by the closing price of the common
+Added: stock on October 28, 2009, with piggyback registration rights subordinate to that held by investors in any past or future private placement
+Added: of securities.
On January 11, 2012, the Company awarded its independent director Mr.
−Removed: Wenbing Christopher
−Removed: Wang 15,820 shares of restricted common stock.
−Removed: These shares of common stock were issued under the 2011 ISP and are valued at $3.45
−Removed: per share, based on the closing price on the date of the issuance.
+Added: Wenbing Christopher Wang 15,820 shares of restricted
+Added: common stock.
+Added: These shares of common stock were issued under the 2011 ISP and are valued at $3.45 per share, based on the closing price
+Added: on the date of the issuance.
On December 31, 2013, the Company awarded Mr.
−Removed: Wang 5,000 shares
−Removed: 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
−Removed: date of the stock issuance.
−Removed: On January 12, 2016, the Company issued Mr.
−Removed: Wang 5,000 shares restricted common stock under the 2015
−Removed: ISP, with a value of $1.33 per share, based on the closing price on the date of the issuance.
+Added: Wang 5,000 shares restricted common stock under the 2011 ISP
+Added: and 2012 ISP for, with a value of $2.66 per share, based on the closing price on the date of the stock issuance.
+Added: On January 12, 2016,
+Added: the Company issued Mr.
+Added: Wang 5,000 shares restricted common stock under the 2015 ISP, with a value of $1.33 per share, based on the closing
+Added: price on the date of the issuance.
October 12, 2016, Ms.
−Removed: Lusha Niu was elected as our director and receives annual compensation of RMB50,000, payable on a monthly
+Added: Lusha Niu was elected as our director and receives annual compensation of RMB50,000, payable on a monthly basis.
December 31, 2013, Mr.
Fuzeng Liu received 5,000 shares of restricted common stock from our 2011 and 2012 ISPs.
−Removed: The value of the
−Removed: 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
−Removed: of December 31, 2013.
+Added: The value of the stock
+Added: 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
than the appointments described above, there are no understandings or arrangements between Mr.
−Removed: other person pursuant to which Mr.
+Added: Niu and any other
+Added: person pursuant to which Mr.
Niu was appointed as a director.
Wang, and Ms.
−Removed: have any family relationship with any director, executive officer or person nominated or chosen by us to become a director or
−Removed: executive officer.
+Added: Niu do not have any family
+Added: 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
1 unchanged sentence
and Retirement Plans
−Removed: except for contributions to the PRC government-mandated social security retirement endowment fund for those employees who have
−Removed: not waived their coverage, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors
−Removed: or employees.
−Removed: There are also no compensatory plans or arrangements with respect to any individual named above which results or
−Removed: will result from the resignation, retirement or any other termination of employment with our company, or from a change in our
+Added: except for contributions to the PRC government-mandated social security retirement endowment fund for those employees who have not waived
+Added: their coverage, we do not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees.
+Added: There are also no compensatory plans or arrangements with respect to any individual named above which results or will result from the
+Added: resignation, retirement or any other termination of employment with our company, or from a change in our control.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: following table sets forth certain information with respect to the beneficial ownership of our common stock by (i) each
−Removed: director, (ii) our Chief Executive Officer and President and (iii) all executive officers and directors as a group as of
−Removed: March 19, 2021.
−Removed: Amount and Nature of Beneficial Ownership
−Removed: Name and Address of Beneficial Owner (1)
−Removed: Zhenyong Liu CEO and Director
+Added: following table sets forth certain information with respect to the beneficial ownership of our common stock by (i) each director,
+Added: (ii) our Chief Executive Officer and President and (iii) all executive officers and directors as a group as of March 15, 2022.
+Added: and Nature of Beneficial Ownership
+Added: and Address of Beneficial Owner (1)
+Added: Zhenyong Liu CEO
Dahong Zhou Secretary
2 unchanged sentences
Wenbing Christopher Wang Director
−Removed: Lusha Niu Director
−Removed: All Directors and Executive Officers as a Group (7 persons)
−Removed: than 1% of the Company’s issued and outstanding common shares.
−Removed: (1) The address of each director and executive officer is c/o
−Removed: Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s Republic of China.
+Added: All Directors
+Added: and Executive Officers as a Group (7 persons)
+Added: Less than 1% of the Company’s issued and outstanding
+Added: common shares.
+Added: The address of each director
+Added: 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
from our principal shareholder, Chairman and CEO Mr.
−Removed: Zhenyong Liu, the Company’s CEO has loaned money to Dongfang Paper for working capital purposes over a period of time.
−Removed: January 1, 2013, Dongfang Paper and Mr.
−Removed: Zhenyong Liu renewed the three-year term loan previously entered on January 1, 2010, and
−Removed: extended the maturity date further to December 31, 2015.
−Removed: On December 31, 2015, the Company paid off the loan of $2,249,279, together
−Removed: with interest of $391,374 for the period from 2013 to 2015.
−Removed: Approximately $392,855 and $367,441 of interest were outstanding to
−Removed: Zhenyong Liu, which were recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated
−Removed: balance sheet as of December 31, 2020, and 2019, respectively.
+Added: Liu, the Company’s CEO has loaned money to Dongfang Paper for working capital purposes over a period of time.
+Added: On January 1, 2013,
+Added: Dongfang Paper and Mr.
+Added: Zhenyong Liu renewed the three-year term loan previously entered on January 1, 2010, and extended the maturity
+Added: date further to December 31, 2015.
+Added: On December 31, 2015, the Company paid off the loan of $2,249,279, together with interest of $391,374
+Added: for the period from 2013 to 2015.
+Added: Approximately $392,855 and $367,441 of interest were outstanding to Mr.
+Added: Zhenyong Liu, which were recorded
+Added: in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet as of December 31, 2021,
+Added: and 2020, respectively.
December 10, 2014, Mr.
−Removed: Zhenyong Liu provided a loan to the Company, amounted to $8,742,278 to Dongfang Paper for working capital
−Removed: purpose with an interest rate of 4.35% per annum, which was based on the primary lending rate of People’s Bank of China.
−Removed: The unsecured loan was provided on December 10, 2014, and would be originally due on December 10, 2017.
−Removed: During the year of 2016,
−Removed: the Company repaid $6,012,416 to Mr.
+Added: Zhenyong Liu provided a loan to the Company, amounted to $8,742,278 to Dongfang Paper for working capital purpose
+Added: with an interest rate of 4.35% per annum, which was based on the primary lending rate of People’s Bank of China.
+Added: The unsecured
+Added: loan was provided on December 10, 2014, and would be originally due on December 10, 2017.
+Added: During the year of 2016, the Company repaid
+Added: $6,012,416 to Mr.
Zhenyong Liu, together with interest of $288,596.
−Removed: In February 2018, the company paid off
−Removed: the remaining balance, together with interest of $20,400.
−Removed: As of December 31, 2020, and 2019, approximately $45,978 and $43,003
−Removed: of interest were outstanding to Mr.
−Removed: Zhenyong Liu, which was recorded in other payables and accrued liabilities as part of the
−Removed: current liabilities in the consolidated balance sheet.
+Added: In February 2018, the company paid off the remaining balance, together
+Added: with interest of $20,400.
+Added: As of December 31, 2021, and 2020, approximately $45,978 and $43,003 of interest were outstanding to Mr.
+Added: 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.
−Removed: Zhenyong Liu which allows Dongfang Paper to borrow from the CEO an amount
−Removed: up to $17,201,342 (RMB120,000,000) for working capital purposes.
−Removed: The advances or funding under the agreement are due three years
−Removed: from the date each amount is funded.
−Removed: The loan is unsecured and carries an annual interest rate set on the basis of the primary
−Removed: lending rate of the People’s Bank of China at the time of the borrowing.
−Removed: On July 13, 2015, an unsecured amount of $4,324,636
−Removed: was drawn from the facility.
+Added: Zhenyong Liu which allows Dongfang Paper to borrow from the CEO an amount up
+Added: to $17,201,342 (RMB120,000,000) for working capital purposes.
+Added: The advances or funding under the agreement are due three years from the
+Added: date each amount is funded.
+Added: The loan is unsecured and carries an annual interest rate set on the basis of the primary lending rate of
+Added: the People’s Bank of China at the time of the borrowing.
+Added: On July 13, 2015, an unsecured amount of $4,324,636 was drawn from the
On October 14, 2016 an unsecured amount of $2,883,091 was drawn from the facility.
−Removed: In February 2018,
−Removed: the company repaid $1,507,432 to Mr.
+Added: In February 2018, the company repaid $1,507,432
Zhenyong Liu.
The loan would be originally due on July 12, 2018.
−Removed: Zhenyong Liu agreed
−Removed: to extend the loan for additional 3 years and the remaining balance will be due on July 12, 2021.
−Removed: On November 23, 2018, the company
−Removed: repaid $3,768,579 to Mr.
−Removed: Zhenyong Liu, together with interest of $158,651.
−Removed: In December 2019, the company paid off the remaining
−Removed: balance, together with interest of 94,636.
−Removed: As of December 31, 2020, and 2019, the outstanding loan balance were $nil and $2,185,569,
−Removed: respectively, and the accrued interest was $210,635and $197,009, respectively, which was recorded in other payables and accrued
−Removed: liabilities as part of the current liabilities in the consolidated balance sheet.
+Added: Zhenyong Liu agreed to extend the loan for additional 3 years
+Added: and the remaining balance will be due on July 12, 2021.
+Added: On November 23, 2018, the company repaid $3,768,579 to Mr.
+Added: Zhenyong Liu, together
+Added: with interest of $158,651.
+Added: In December 2019, the company paid off the remaining balance, together with interest of 94,636.
+Added: As of December
+Added: 31, 2021, and 2020, the outstanding loan balance were $nil and $2,185,569, respectively, and the accrued interest was $210,635and $197,009,
+Added: respectively, which was recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance
of December 31, 2021, and 2020, total amount of loans due to Mr.
Zhenyong Liu were $nil.
−Removed: The interest expense incurred for such
−Removed: related party loans are $nil and $94,636for the years ended December 31, 2020, and 2019, respectively.
−Removed: The accrued interest owe
−Removed: to the CEO was approximately $649,468 and $607,453, as of December 31, 2020, and 2019, respectively, which was recorded in other
−Removed: payables and accrued liabilities.
−Removed: of December 31, 2020, and 2019, amount due to shareholder are $727,433 and $483,433, respectively, which represents funds from
−Removed: shareholders to pay for various expenses incurred in the U.S.
+Added: The interest expense incurred for such related
+Added: party loans are $nil and $94,636for the years ended December 31, 2021, and 2020, respectively.
+Added: The accrued interest owe to the CEO was
+Added: approximately $649,468 and $607,453, as of December 31, 2021, and 2020, respectively, which was recorded in other payables and accrued
+Added: of December 31, 2021, and 2020, amount due to shareholder are $727,433 and $483,433, respectively, which represents funds from shareholders
+Added: to pay for various expenses incurred in the U.S.
The amount is due on demand with interest free.
−Removed: of Headquarters Compound Real Properties to a Related Party
−Removed: August 7, 2013, the Company’s Audit Committee and the Board of Directors approved the sale of the land use right of the
−Removed: Headquarters Compound (the “LUR”), the office building and essentially all industrial-use buildings in the Headquarters
−Removed: Compound (the “Industrial Buildings”), and three employee dormitory buildings located within the Headquarters Compound
−Removed: (the “Dormitories”) to Hebei Fangsheng for cash prices of approximately $2.77 million, $1.15 million, and $4.31 million
−Removed: respectively.
−Removed: Sales of the LUR and the Industrial Buildings were completed in year 2013.
−Removed: connection with the sale of the Industrial Buildings, Hebei Fangsheng agreed to lease the Industrial Buildings back to the Company
−Removed: for its original use for a term of up to three years, with an annual rental payment of approximately $145,052(RMB1,000,000).
−Removed: lease agreement expired in August 2016.
−Removed: On August 6, 2016 and August 6, 2018, the Company entered into two supplementary agreements
−Removed: with Hebei Fangsheng, who agreed to extend the lease term for another four years in total, with the same rental payment as original
−Removed: lease agreement.
for Approval of Related Party Transactions
−Removed: Board of Directors is charged with reviewing and approving all potential related party transaction whether or not such transactions
−Removed: exceed $120,000.
−Removed: We have not adopted other procedures for review, or standards for approval, of such transactions, but instead
−Removed: review them on a case-by-case basis.
−Removed: Company currently has three independent directors, Marco Ku Hon Wai, Wenbing Christopher Wang, and Lusha Niu, as that term is
−Removed: defined under the NYSE AMERICAN Company Guide.
+Added: Board of Directors is charged with reviewing and approving all potential related party transaction whether or not such transactions exceed
+Added: We have not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on
+Added: a case-by-case basis.
+Added: Company currently has three independent directors, Marco Ku Hon Wai, Wenbing Christopher Wang, and Lusha Niu, as that term is defined
+Added: under the NYSE American Company Guide.
Principal Accountant Fees and Services
−Removed: We incurred approximately
−Removed: $188,208 for professional services rendered by our registered independent public accounting firm, WWC, P.C., for the audit and
−Removed: reviews of the Company’s financial statements for 2020.
−Removed: incurred approximately $171,600 for professional services rendered by our registered independent public accounting firm, WWC,
−Removed: P.C., for the audit and reviews of the Company’s financial statements for 2019.
+Added: incurred approximately $188,208 for professional services rendered by our registered independent public accounting firm, WWC, P.C., for
+Added: the audit and reviews of the Company’s financial statements for 2020.
+Added: incurred approximately $147,118 for professional services rendered by our registered independent public accounting firm, WWC, P.C., for
+Added: the audit and reviews of the Company’s financial statements for 2021.
Audit-Related
Tech Packaging did not incur any audit-related fees to WWC in 2020.
−Removed: IT Tech Packaging did
−Removed: not incur any audit-related fees to WWC in 2019.
−Removed: Tech Packaging did not incur any tax fees to WWC in 2020.
−Removed: Tech Packaging did not incur any tax fees to WWC in 2019.
−Removed: Tech Packaging did not incur any fees from its registered independent public accounting firm for services rendered to IT Tech
−Removed: Packaging, other than the services covered in “Audit Fees”
−Removed: and “Audit-Related Fees”
−Removed: for the fiscal years
−Removed: ended December 31, 2020, and 2019.
−Removed: respect to the Company’s auditing and other non-audit related services rendered by its registered independent public accounting
−Removed: firm for 2020 and 2019, all engagements were entered into pursuant to the audit committee’s pre-approval policies and procedures.
+Added: Tech Packaging did not incur any audit-related fees to WWC in 2021.
+Added: Reporting Preparation Fees
+Added: IT Tech Packaging did not
+Added: incur any tax Reporting Preparation fees to WWC in 2020.
+Added: IT Tech Packaging did not
+Added: incur any tax Reporting Preparation fees to WWC in 2021.
+Added: Tech Packaging did not incur any fees from its registered independent public accounting firm for services rendered to IT Tech Packaging,
+Added: other than the services covered in “Audit Fees” and “Audit-Related Fees” for the fiscal years ended December
+Added: 31, 2021, and 2020.
+Added: respect to the Company’s auditing and other non-audit related services rendered by its registered independent public accounting
+Added: firm for 2021and 2020, all engagements were entered into pursuant to the audit committee’s pre-approval policies and procedures.
Exhibits, Financial Statements Schedules
−Removed: 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.
−Removed: Articles of Incorporation, incorporated by reference to the exhibit to our report on form SB-2 filed with the SEC on August 4, 2006
−Removed: Certificate of Amendment
−Removed: to Articles of Incorporation, incorporated by reference to the exhibit of the same number to our Current Report on form 8-K
−Removed: filed with the SEC on December 28, 2007
−Removed: Bylaws, incorporated by reference to the exhibit to our report on form SB-2 filed with the SEC on August 4, 2006
−Removed: 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
+Added: and Plan of Merger, dated October 29, 2007, by and among Carlateral, Inc., CARZ Merger Sub, Inc., Dongfang Zhiye Holding Limited,
+Added: and the shareholders of Dongfang Zhiye Holding Limited, incorporated by reference from Exhibit 10.1 to the Company’s Current
+Added: Report on Form 8-K filed with the Securities and Exchange Commission on November 2, 2007.
+Added: of Incorporation, incorporated by reference to the exhibit to our report on form SB-2 filed with the SEC on August 4, 2006
+Added: of Amendment to Articles of Incorporation, incorporated by reference to the exhibit of the same number to our Current Report on form
+Added: 8-K filed with the SEC on December 28, 2007
+Added: incorporated by reference to the exhibit to our report on form SB-2 filed with the SEC on August 4, 2006
+Added: of Common Stock certificate, incorporated by reference to the exhibit to our report on form SB-2 filed with the SEC on August 4,
of Warrant, incorporated by reference to exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on September 3, 2014.
−Removed: 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.
+Added: 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.
1 unchanged sentence
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.
−Removed: 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.
−Removed: 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.
−Removed: Land Lease Agreement,
−Removed: dated January 2, 2002, by and between the Company and Xushui District Dayin Township Wuji Village Committee and Party Branch,
−Removed: incorporated by reference to the exhibit to our amended Annual Report on form 10-K/A filed with the SEC on February 1, 2010
−Removed: 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
−Removed: Exclusive Technical
−Removed: Service and Business Consulting Agreement, dated June 24, 2009, by and between Dongfang Paper and Baoding Shengde, incorporated
+Added: Agency Agreement dated March 1, 2021 by and between the Company and Empire Stock Transfer Inc., incorporated by reference to the
+Added: Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2021.
+Added: 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
+Added: on March 1, 2021.
+Added: Lease Agreement, dated January 2, 2002, by and between the Company and Xushui District Dayin Township Wuji Village Committee and
+Added: Party Branch, incorporated by reference to the exhibit to our amended Annual Report on form 10-K/A filed with the SEC on February
+Added: Use Rights Certificate, dated March 10, 2003, incorporated by reference to the exhibit to our amended Annual Report on form 10-K/A
+Added: filed with the SEC on February 1, 2010
+Added: 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
−Removed: 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
−Removed: Loan Agreement,
−Removed: dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde, and the shareholders of Dongfang Paper, incorporated
+Added: 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
−Removed: 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
−Removed: Share Pledge Agreement,
−Removed: dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde, and the shareholders of Dongfang Paper, incorporated
+Added: 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
−Removed: Option Agreement Amendment, dated February 10, 2010, by and between Dongfang Paper, Baoding Shengde, and the shareholders
−Removed: of Dongfang Paper, incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on February
−Removed: Pledge Agreement Amendment, dated February 10, 2010, by and between Dongfang Paper, Baoding Shengde, and the shareholders
−Removed: of Dongfang Paper, incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on February
−Removed: Purchase Agreement dated October 7, 2009 between the Company and the Access America Fund, LP, Renaissance US Growth Investment
−Removed: Trust Plc, RENN Global Entrepreneurs Funds, Inc., Premier RENN Entrepreneurial Fund Limited, Pope Investments II, LLC and
−Removed: Steve Mazur (collectively, the “Buyers”), incorporated by reference to the exhibit to our Current Report on form
−Removed: 8-K filed with the SEC on October 8, 2009
−Removed: Good Securities Escrow Agreement dated October 7, 2009 between the Company, the Buyers, Zhenyong Liu and the Sichenzia Ross
−Removed: Friedman Ference LLP (the “Escrow Agent”)., incorporated by reference to the exhibit to our Current Report on
−Removed: form 8-K filed with the SEC on October 8, 2009
−Removed: Agreement dated October 7, 2009 between the Company, the Buyers, Zhenyong Liu and the Escrow Agent, incorporated by reference
−Removed: to the exhibit to our Current Report on form 8-K filed with the SEC on October 8, 2009
−Removed: Rights Agreement between the Company and the Buyers dated October 7, 2009, incorporated by reference to the exhibit to our
−Removed: Current Report on form 8-K filed with the SEC on October 8, 2009
−Removed: Agreement between Company and Zhenyong Liu dated October 7, 2009, incorporated by reference to the exhibit to our Current
+Added: Option Agreement, dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde, and the shareholders of Dongfang Paper, incorporated
+Added: by reference to the exhibit to our Current Report on form 8-K filed with the SEC on June 30, 2009
+Added: Pledge Agreement, dated June 24, 2009, by and between Dongfang Paper, Baoding Shengde, and the shareholders of Dongfang Paper, incorporated
+Added: by reference to the exhibit to our Current Report on form 8-K filed with the SEC on June 30, 2009
+Added: Option Agreement Amendment, dated February 10, 2010, by and between Dongfang Paper, Baoding Shengde, and the shareholders of Dongfang
+Added: Paper, incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on February 11, 2010
+Added: Pledge Agreement Amendment, dated February 10, 2010, by and between Dongfang Paper, Baoding Shengde, and the shareholders of Dongfang
+Added: Paper, incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on February 11, 2010
+Added: Purchase Agreement dated October 7, 2009 between the Company and the Access America Fund, LP, Renaissance US Growth Investment Trust
+Added: Plc, RENN Global Entrepreneurs Funds, Inc., Premier RENN Entrepreneurial Fund Limited, Pope Investments II, LLC and Steve Mazur (collectively,
+Added: the “Buyers”), incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on October
+Added: Good Securities Escrow Agreement dated October 7, 2009 between the Company, the Buyers, Zhenyong Liu and the Sichenzia Ross Friedman
+Added: Ference LLP (the “Escrow Agent”)., incorporated by reference to the exhibit to our Current Report on form 8-K filed with
+Added: the SEC on October 8, 2009
+Added: Agreement dated October 7, 2009 between the Company, the Buyers, Zhenyong Liu and the Escrow Agent, incorporated by reference to
+Added: the exhibit to our Current Report on form 8-K filed with the SEC on October 8, 2009
+Added: 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
+Added: Agreement between Company and Zhenyong Liu dated October 7, 2009, incorporated by reference to the exhibit to our Current Report
+Added: 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.
−Removed: and Hebei Shuangxing Paper Co.,
−Removed: Ltd., incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on December 10, 2009
−Removed: Purchase Agreement,
−Removed: dated March 31, 2010, for the sale of 3,000,000 shares of Common Stock, by and between IT Tech Packaging, Inc.
−Removed: and Roth Capital
−Removed: Partners, LLC, incorporated by reference to the exhibit to Current Report on form 8-K filed with the SEC on March 31, 2010
−Removed: Purchase Agreement,
−Removed: dated April 9, 2010 by and between Henan Qinyang First Paper Machine Limited and Hebei Baoding Dongfang Paper Milling Company
−Removed: Limited for the purchase of a series of paper machineries and equipment, incorporated by reference to the exhibit to our Current
−Removed: Report on form 8-K filed with the SEC on April 12, 2010
−Removed: Letter from Mr.
+Added: and Hebei Shuangxing Paper Co., Ltd.,
+Added: incorporated by reference to the exhibit to our Current Report on form 8-K filed with the SEC on December 10, 2009
+Added: Agreement, dated March 31, 2010, for the sale of 3,000,000 shares of Common Stock, by and between IT Tech Packaging, Inc.
+Added: Capital Partners, LLC, incorporated by reference to the exhibit to Current Report on form 8-K filed with the SEC on March 31, 2010
+Added: Agreement, dated April 9, 2010 by and between Henan Qinyang First Paper Machine Limited and Hebei Baoding Dongfang Paper Milling
+Added: Company Limited for the purchase of a series of paper machineries and equipment, incorporated by reference to the exhibit to our
+Added: Current Report on form 8-K filed with the SEC on April 12, 2010
Zhenyong Liu regarding postponement of interest payments by IT Tech Packaging, Inc., incorporated by reference to Exhibit
10.22 to our Annual Report on Form 10-K filed on March 25, 2014.
−Removed: Financing Limit
−Removed: Agreement dated as March 3, 2014 between Hebei Baoding Dongfang Paper Milling Co., Ltd.
+Added: 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.
−Removed: Enterprise Loan
−Removed: Agreement dated as of July 5, 2013 between Hebei Baoding Dongfang Paper Milling Co., Ltd.
−Removed: and Rural Credit Union of Xushui
−Removed: District, incorporated by reference to Exhibit 10.24 to our Annual Report on Form10-K filed on March 25, 2014.
−Removed: Engagement Letter, dated as of June 3, 2014, between the Company and H.C.
−Removed: 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.
−Removed: Securities Purchase
−Removed: Agreement, dated August 25, 2014, incorporated by reference to exhibit 10.1 to our Current Report on Form 8-K filed with the
−Removed: SEC on September 3, 2014.
−Removed: Appointment Letter
−Removed: dated November 3, 2014, by and between IT Tech Packaging, Inc.
+Added: Loan Agreement dated as of July 5, 2013 between Hebei Baoding Dongfang Paper Milling Co., Ltd.
+Added: and Rural Credit Union of Xushui District,
+Added: incorporated by reference to Exhibit 10.24 to our Annual Report on Form10-K filed on March 25, 2014.
+Added: Letter, dated as of June 3, 2014, between the Company and H.C.
+Added: Wainwright & Co., LLC and amendments dated as of July 1, 2014,
+Added: 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
+Added: filed with the SEC on September 3, 2014.
+Added: Purchase Agreement, dated August 25, 2014, incorporated by reference to exhibit 10.1 to our Current Report on Form 8-K filed with
+Added: the SEC on September 3, 2014.
+Added: 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.
−Removed: Loan Agreement dated
−Removed: December 2, 2014, by and between IT Tech Packaging, Inc.
−Removed: and Zhenyong Liu, incorporated by reference to Exhibit 10.24 to our
−Removed: Annual Report on Form 10-K filed on March 25, 2014.
−Removed: Loan Agreement dated
−Removed: March 1, 2015, by and between IT Tech Packaging, Inc.
−Removed: and Zhenyong Liu, incorporated by reference to Exhibit 10.25 to our
−Removed: Annual Report on Form 10-K filed on March 25, 2015.
−Removed: Agreement dated
−Removed: July 1, 2015, among China Orient, Hebei Baoding Dongfang Paper Milling Company Limited, Baoding Shengde Paper Co., Ltd., Zhenyong
−Removed: Liu, Xiaodong Liu, and Shuangxi Zhao, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with
−Removed: the SEC on July 22, 2015
−Removed: Acquisition Agreement
−Removed: dated June 25, 2019, by and between Hebei Baoding Dongfang Paper Milling Company Limited and Hebei Tengsheng Paper Co., Ltd,
−Removed: incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 28, 2019.
−Removed: Supplement Agreement
−Removed: dated December 16, 2019, by and between Hebei Baoding Dongfang Paper Milling Company Limited and Hebei Tengsheng Paper Co.,
−Removed: Ltd, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 27, 2019
−Removed: Agreement dated April 21, 2020, by and between the Company and Maxim Group LLC, incorporated by reference to Exhibit 10.1
−Removed: to our Current Report on Form 8-K filed with the SEC on May 1, 2020.
+Added: Agreement dated December 2, 2014, by and between IT Tech Packaging, Inc.
+Added: and Zhenyong Liu, incorporated by reference to Exhibit 10.24
+Added: to our Annual Report on Form 10-K filed on March 25, 2014.
+Added: Agreement dated March 1, 2015, by and between IT Tech Packaging, Inc.
+Added: and Zhenyong Liu, incorporated by reference to Exhibit 10.25
+Added: to our Annual Report on Form 10-K filed on March 25, 2015.
+Added: dated July 1, 2015, among China Orient, Hebei Baoding Dongfang Paper Milling Company Limited, Baoding Shengde Paper Co., Ltd., Zhenyong
+Added: Liu, Xiaodong Liu, and Shuangxi Zhao, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the
+Added: SEC on July 22, 2015
+Added: Agreement dated June 25, 2019, by and between Hebei Baoding Dongfang Paper Milling Company Limited and Hebei Tengsheng Paper Co.,
+Added: Ltd, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on June 28, 2019.
+Added: Agreement dated December 16, 2019, by and between Hebei Baoding Dongfang Paper Milling Company Limited and Hebei Tengsheng Paper
+Added: 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
+Added: Agreement dated April 21, 2020, by and between the Company and Maxim Group LLC, incorporated by reference to Exhibit 10.1 to our
+Added: 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
2 unchanged sentences
to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 4, 2020.
−Removed: Agreement dated January 14, 2021, by and between the Company and Maxim Group, incorporated by reference to Exhibit 10.1 to
−Removed: our Current Report on Form 8-K filed with the SEC on January 20, 2021.
+Added: Agreement dated January 14, 2021, by and between the Company and Maxim Group, incorporated by reference to Exhibit 10.1 to our Current
+Added: 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.
−Removed: 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.
−Removed: Code of Ethics and
−Removed: Business Conduct, incorporated by reference to the Exhibit 14.1 to our Annual Report on Form10-K filed with the SEC on March
+Added: Agreement dated as of February 24, 2021 by and between the Company and Maxim Group LLC, incorporated by reference to the Exhibit
+Added: 1.1 to our Current Report on Form 8-K filed with the SEC on March 1, 2021.
+Added: of Ethics and Business Conduct, incorporated by reference to the Exhibit 14.1 to our Annual Report on Form10-K filed with the SEC
+Added: on March 18, 2013
of Subsidiaries, incorporated by reference to the exhibit to our Annual Report on Form 10-K filed with the SEC on March 15, 2011
1 unchanged sentence
Certified Accountants.
−Removed: Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
−Removed: Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
−Removed: Certification Required Under Section 906 of Sarbanes-Oxley Act of 2002.
−Removed: Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.
−Removed: Instance Document
−Removed: Schema Document
−Removed: Calculation Linkbase Document
−Removed: Label Linkbase Document
−Removed: Presentation Linkbase Document
−Removed: Definition Linkbase Document
+Added: Certification
+Added: Required Under Section 302 of Sarbanes-Oxley Act of 2002.
+Added: Certification
+Added: Required Under Section 302 of Sarbanes-Oxley Act of 2002.
+Added: Certification
+Added: Required Under Section 906 of Sarbanes-Oxley Act of 2002.
+Added: Certification
+Added: Required Under Section 302 of Sarbanes-Oxley Act of 2002.
+Added: XBRL Instance Document
+Added: XBRL Schema Document
+Added: XBRL Calculation Linkbase Document
+Added: XBRL Definition Linkbase Document
+Added: XBRL Label Linkbase Document
+Added: XBRL Presentation Linkbase Document
+Added: Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
+Added: Filed herewith.
16 Form 10-K Summary.
−Removed: to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
−Removed: to be signed on its behalf by the undersigned, thereunto duly authorized.
+Added: 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
+Added: on its behalf by the undersigned, thereunto duly authorized.
March 15, 2022
IT TECH PACKAGING, INC.
−Removed: /s/ Zhenyong Liu
Chief Executive Officer
−Removed: to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
−Removed: of the registrant and in the capacities and on the dates indicated.
−Removed: Executive Officer and Chairman of the Board
−Removed: executive officer)
−Removed: Financial Officer
−Removed: financial and accounting officer)
+Added: to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
+Added: registrant and in the capacities and on the dates indicated.
+Added: Chief Executive Officer and Chairman of the Board
+Added: March 15, 2022
+Added: (principal executive officer)
+Added: Chief Financial Officer
+Added: (principal financial
+Added: and accounting officer)
Marco Ku Hon Wai
+Added: Marco Ku Hon Wai
Wenbing Christopher Wang
−Removed: Christopher Wang
+Added: Wenbing Christopher
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.