−Removed: IT Tech Packaging, Inc.
−Removed: “Company” or “IT Tech Packaging”) is not an operating company but a Nevada holding company with operations primarily
−Removed: conducted by its subsidiary and variable interest entity, or VIE.
−Removed: We operated our business in China through our PRC subsidiary, Baoding
−Removed: Shengde Paper Co., Ltd.
−Removed: ( the “PRC Subsidiary” or “Baoding Shengde”) and Hebei Baoding Dongfang Paper Milling
−Removed: Company Limited (“Dongfang Paper”), which we refer to as our VIE in this annual report, and rely on contractual arrangements
−Removed: among our PRC subsidiary, the VIE and VIE’s shareholders to operate our business in China.
−Removed: Investors in our common stock should
−Removed: be aware that they may never directly hold equity interests in the Chinese operating entities, but rather purchasing equity solely in
−Removed: IT Tech Packaging Inc., our Nevada holding company, which does not directly own substantially all of our business in China conducted by
−Removed: our PRC Subsidiary and VIE.
+Added: Tech Packaging, Inc.
+Added: (the “Company,” “IT Tech Packaging,” or “ITP”) is not an operating company but
+Added: a Nevada holding company with operations primarily conducted by its subsidiary and variable interest entity, or VIE, in China.
+Added: Packaging operated its business in China through its wholly-owned PRC subsidiaries, namely Baoding Shengde Paper Co., Ltd., a People’s
+Added: Republic of China company (“Baoding Shengde”) and QianrongQianhui Hebei Technology Co., Ltd., a People’s Republic of
+Added: China company (“Qianrong”) (together with Baoding Shengde, the “PRC Subsidiaries”), and Hebei Baoding Dongfang
+Added: Paper Milling Company Limited (“Dongfang Paper”), which we refer to as our VIE in this annual report, and rely on contractual
+Added: arrangements that establish the VIE structure among Baoding Shengde, the VIE and VIE’s shareholders to operate our business in
+Added: Tech Packaging is a Nevada holding company with no operations of its own.
+Added: Operations in China are primarily conducted through Dongfeng
+Added: Paper, the consolidated VIE.
+Added: Dongfang Paper is consolidated for accounting purposes but is not an entity in which you own equity.
+Added: in our common stock should be aware that they may never directly hold equity interests in the Chinese operating entities, but rather
+Added: purchasing equity solely in IT Tech Packaging Inc., our Nevada holding company, which does not directly own substantially all of our
+Added: business in China conducted by our PRC Subsidiaries and VIE.
of our corporate structure, we as well as the investors are subject to unique risks due to uncertainty of the interpretation and the
11 unchanged sentences
For a description of relevant risks related to our corporate structure,
−Removed: see “ Risk Factors – Risks Relating to Doing Business in China” and “Risk Factors – Risks Relating to
−Removed: Our Corporate Structure.”
−Removed: IT Tech Packaging was incorporated
−Removed: in the State of Nevada on December 9, 2005, under the name “Carlateral, Inc.” Through the steps described below, we became
−Removed: the holding company with operations primarily conducted by our subsidiaries and our VIE, Dongfang Paper, a producer and distributor of
−Removed: paper products in China, on October 29, 2007.
−Removed: Effective on August 1, 2018, we changed our corporate name to IT Tech Packaging, Inc.
−Removed: name change was effected through a parent/subsidiary short-form merger of IT Tech Packaging, Inc., our wholly-owned Nevada subsidiary
−Removed: formed solely for the purpose of the name change, with and into us.
+Added: see “Risk Factors – Risks Relating to Doing Business in China” and “Risk Factors – Risks Relating to Our
+Added: Corporate Structure.”
+Added: Tech Packaging was incorporated in the State of Nevada on December 9, 2005, under the name “Carlateral, Inc.” Through the
+Added: steps described below, we became the holding company with operations primarily conducted by our subsidiaries and our VIE, Dongfang Paper,
+Added: a producer and distributor of paper products in China, on October 29, 2007.
+Added: Effective on August 1, 2018, we changed our corporate name
+Added: to IT Tech Packaging, Inc.
+Added: The name change was effected through a parent/subsidiary short-form merger of IT Tech Packaging, Inc., our
+Added: wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into us.
We were the surviving entity.
−Removed: In connection with the name change,
−Removed: our common stock began being traded under a new NYSE symbol, “ITP,” at such time.
−Removed: October 29, 2007, pursuant to an agreement and plan of merger (the “Merger Agreement”), the Company acquired Dongfang
−Removed: Zhiye Holding Limited (“Dongfang Holding”), a corporation formed on November 13, 2006 under the laws of the British
−Removed: Virgin Islands, and issued the shareholders of Dongfang Holding an aggregate of 7,450,497 (as adjusted for a four-for-one reverse
−Removed: stock split effected in November 2009) shares of our common stock, which shares were distributed pro-rata to the shareholders of
−Removed: Dongfang Holding in accordance with their respective ownership interests in Dongfang Holding.
−Removed: At the time of the Merger Agreement,
−Removed: Dongfang Holding owned all of the issued and outstanding stock and ownership of Dongfang Paper and such shares of Dongfang Paper
−Removed: were held in trust with Zhenyong Liu, Xiaodong Liu and Shuangxi Zhao, for Mr.
−Removed: Zhao (the original shareholders
−Removed: of Dongfang Paper) to exercise control over the disposition of Dongfang Holding’s shares in Dongfang Paper on Dongfang
−Removed: Holding’s behalf until Dongfang Holding successfully completed the change in registration of Dongfang Paper’s capital
−Removed: with the relevant PRC Administration of Industry and Commerce as the 100% owner of Dongfang Paper’s shares.
−Removed: As a result of the
−Removed: merger transaction, Dongfang Holding became a wholly owned subsidiary of the Company, and Dongfang Holding’s wholly owned
−Removed: subsidiary, Dongfang Paper, became an indirectly owned subsidiary of the Company.
+Added: In connection
+Added: with the name change, our common stock began being traded under a new NYSE symbol, “ITP,” at such time.
+Added: October 29, 2007, pursuant to an agreement and plan of merger (the “Merger Agreement”), the Company acquired Dongfang Zhiye
+Added: Holding Limited (“Dongfang Holding”), a corporation formed on November 13, 2006 under the laws of the British Virgin Islands,
+Added: and issued the shareholders of Dongfang Holding an aggregate of 7,450,497 (as adjusted for a four-for-one reverse stock split effected
+Added: in November 2009) shares of our common stock, which shares were distributed pro-rata to the shareholders of Dongfang Holding in accordance
+Added: with their respective ownership interests in Dongfang Holding.
+Added: At the time of the Merger Agreement, Dongfang Holding owned all of the
+Added: issued and outstanding stock and ownership of Dongfang Paper and such shares of Dongfang Paper were held in trust with Zhenyong Liu,
+Added: Xiaodong Liu and Shuangxi Zhao, for Mr.
+Added: Zhao (the original shareholders of Dongfang Paper) to exercise control over
+Added: the disposition of Dongfang Holding’s shares in Dongfang Paper on Dongfang Holding’s behalf until Dongfang Holding successfully
+Added: completed the change in registration of Dongfang Paper’s capital with the relevant PRC Administration of Industry and Commerce
+Added: as the 100% owner of Dongfang Paper’s shares.
+Added: As a result of the merger transaction, Dongfang Holding became a wholly owned subsidiary
+Added: of the Company, and Dongfang Holding’s wholly owned subsidiary, Dongfang Paper, became an indirectly owned subsidiary of the Company.
Holding, as the 100% owner of Dongfang Paper, was unable to complete the registration of Dongfang Paper’s capital under its name
28 unchanged sentences
written agreement.
−Removed: Call Option Agreement
+Added: Option Agreement
call option agreement, entered into by and between Baoding Shengde, Dongfang Paper and the shareholders of Dongfang Paper, provides that
33 unchanged sentences
whether or not the terms of the other management agreements have expired.
−Removed: Proxy Agreement
proxy agreement, entered into by and between Baoding Shengde, Dongfang Paper and the shareholders of Dongfang Paper, provides that the
4 unchanged sentences
agreement are binding on the parties for as long as the Dongfang Paper shareholders continue to hold any equity interest in Dongfang
−Removed: AnDongfang Paper shareholder will cease to be a party to the agreement once it transfers its equity interests with the prior approval
+Added: Dongfang Paper shareholder will cease to be a party to the agreement once it transfers its equity interests with the prior approval
of Baoding Shengde.
15 unchanged sentences
contractual agreements described above have not been tested in a court of law.
−Removed: following diagram sets forth the current corporate structure of IT Tech Packaging:
−Removed: by contractual arrangements
−Removed: Regulatory Developments
−Removed: On January 4, 2022, the Cyberspace
−Removed: Administration of China, or CAC, issued the revised Measures on Cyberspace Security Review (the “Revised Measures”), which
−Removed: has came into effect on February 15, 2022.
−Removed: Under the Revised Measures, any “network platform operator” controlling personal
−Removed: information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cyber security
−Removed: We do not believe we are “network
−Removed: platform operator” who control over one million personal information as mentioned above;
−Removed: as such, we believe we are currently not
−Removed: be subject to the cyber security review by the CAC.
−Removed: However, the definition of “network platform operator” is unclear
−Removed: and it is also unclear on how it will be interpreted and implemented by the relevant PRC governmental authorities.
−Removed: factors — Risk Factors Relating to Doing Business in China — Our business may be subject to a variety
+Added: diagram below illustrates our corporate structure and contractual arrangements with respect to each of our subsidiaries and consolidated
+Added: VIE and the place of incorporation of each named entity as of the date of this annual report:
+Added: following diagram sets forth the current ownership of Dongfang Paper:
+Added: subsidiaries and the VIE in which our operations are conducted include:
+Added: Shengde Paper Co., Ltd.
+Added: (“Baoding Shengde”) is a PRC entity that is 100% indirectly owned by the Company.
+Added: Baoding Shengde
+Added: has entered into VIE agreements with the VIE identified below.
+Added: of the following, which are PRC companies that are consolidated with the Company:
+Added: Baoding Dongfang Paper Milling Co., Ltd.
+Added: (“Dongfang Paper”) is a PRC entity that entered into VIE Agreements with Baoding
+Added: Dongfang Paper is the VIE.
+Added: Tengsheng Paper Co., Ltd.
+Added: (“Tengsheng”) is a PRC entity that is 100% owned by Dongfang Paper.
+Added: ● QianrongQianHui
+Added: Hebei Technology Co., Ltd.
+Added: (“Qianrong”) is a PRC entity, incorporated on July 15, 2021, that is 100% indirectly owned by
+Added: Holdings Inc., a Nevada company and our wholly-owned U.S.
+Added: subsidiary, and Dongfang Zhiye Holding Limited, a British Virgin Islands company,
+Added: are subsidiaries outside of China.
+Added: Dongfang Zhiye Holding Limited has been inactive since 2010.
+Added: Recent Regulatory Developments
+Added: January 4, 2022, the Cyberspace Administration of China, or CAC, issued the revised Measures on Cyberspace Security Review (the “Revised
+Added: Measures”), which came into effect on February 15, 2022.
+Added: Under the Revised Measures, any “network platform operator”
+Added: controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject
+Added: to cyber security review.
+Added: do not believe we are “network platform operator” who control over one million personal information as mentioned above;
+Added: such, we believe we are currently not be subject to the cyber security review by the CAC.
+Added: However, the definition of “network platform
+Added: operator” is unclear and it is also unclear on how it will be interpreted and implemented by the relevant PRC governmental authorities.
+Added: See “ Risk factors — Risk Factors Relating to Doing Business in China — Our business may be subject to a variety
of PRC laws and other obligations regarding cyber security and data protection .”
−Removed: On July 6, 2021, the
−Removed: relevant PRC governmental authorities made public the Opinions on Strictly Cracking Down Illegal Securities Activities in Accordance with
−Removed: These opinions emphasized the need to strengthen the administration over illegal securities activities and the supervision on
−Removed: overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction of relevant regulatory
−Removed: systems to deal with the risks and incidents faced by China-based overseas-listed companies.
−Removed: As these opinions are recently issued, official
−Removed: guidance and related implementation rules have not been issued yet and the interpretation of these opinions remains unclear at this stage.
−Removed: See “Risk Factors — Risk Factors Relating to Doing Business in China — While the approval and/or
−Removed: other requirements of the CSRC or other PRC governmental authorities are currently not required, they may be required, in connection with
−Removed: our oversea listing under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon we will be able
−Removed: to obtain such approval .” As of the date of this annual report, we have not received any inquiry, notice, warning, or sanctions
−Removed: regarding listing abroad or offshore offering from the CSRC or any other PRC governmental authorities.
+Added: July 6, 2021, the relevant PRC governmental authorities made public the Opinions on Strictly Cracking Down Illegal Securities Activities
+Added: in Accordance with the Law.
+Added: These opinions emphasized the need to strengthen the administration over illegal securities activities and
+Added: the supervision on overseas listings by China-based companies and proposed to take effective measures, such as promoting the construction
+Added: of relevant regulatory systems to deal with the risks and incidents faced by China-based overseas-listed companies.
+Added: As these opinions
+Added: are recently issued, official guidance and related implementation rules have not been issued yet and the interpretation of these opinions
+Added: remains unclear at this stage.
+Added: See “Risk Factors — Risk Factors Relating to Doing Business in China — While the
+Added: approval and/or other requirements of the CSRC or other PRC governmental authorities are currently not required, they may be required,
+Added: in connection with our oversea listing under PRC rules, regulations or policies, and, if required, we cannot predict whether or how soon
+Added: we will be able to obtain such approval .” As of the date of this annual report, we have not received any inquiry, notice, warning,
+Added: or sanctions regarding listing abroad or offshore offering from the CSRC or any other PRC governmental authorities.
believe that we are currently not required to obtain any permission or approval from the China Securities Regulatory Commission (“CSRC”)
10 unchanged sentences
decline in value or become worthless.
−Removed: December 24, 2021, CSRC issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic
−Removed: Companies (Draft for Comments) (the “Administration Provisions”), and the Administrative Measures for the Filing of Overseas
−Removed: Securities Offering and Listing by Domestic Companies (the “Measures”), which are open for public comments by January 23,
−Removed: The Administration Provisions and Measures for overseas listings lay out specific requirements for filing documents and include
−Removed: unified regulation management, strengthening regulatory coordination, and cross-border regulatory cooperation.
−Removed: Domestic companies seeking
−Removed: to list abroad must carry out relevant security screening procedures if their businesses involve supervisions such as foreign investment
−Removed: security and cyber security reviews.
−Removed: Companies endangering national security are among those off-limits for overseas listings.
−Removed: to Relevant Officials of the CSRC Answered Reporter Questions (“CSRC Answers”), after the Administration Provisions and Measures
−Removed: are implemented upon completion of public consultation and due legislative procedures, the CSRC will formulate and issue guidance for
−Removed: filing procedures to further specify the details of filing administration and ensure that market entities could refer to clear guidelines
−Removed: for filing, which means it will still take time to put the Administration Provisions and Measures into effect.
−Removed: As the Administration
−Removed: Provisions and Measures have not yet come into effect, we are currently unaffected by them.
−Removed: However, according to CSRC Answers, only
−Removed: new initial public offerings and refinancing by existing overseas listed Chinese companies will be required to go through the filing
−Removed: other existing overseas listed companies will be allowed a sufficient transition period to complete their filing procedure.
−Removed: However, it is uncertain when the Administration Provision and the Measures will take effect or if they will take effect as currently
−Removed: On December 24, 2021, the
−Removed: Standing Committee of the National People’s Congress issued Law of the People’s Republic of China on the Prevention and Control
−Removed: of Noise Pollution(the “Prevention and Control of Noise Pollution”), which will be effected on June 5, 2022.
−Removed: the Prevention and Control of Noise Pollution, entities subject to pollutant discharge licensing management shall not emit industrial
−Removed: noise without a pollutant discharge permit and shall prevent and control noise pollution according to the requirements of the pollutant
−Removed: discharge permit.
+Added: February 17, 2023, the CSRC released the Trial Administrative Measures for Administration of Overseas Securities Offerings and Listings
+Added: by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which will come into effect on March 31, 2023.
+Added: Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should
+Added: fulfill the filing procedures and report relevant information to the CSRC.
+Added: If a domestic company fails to complete the filing procedures
+Added: or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative
+Added: penalties by the CSRC, such as order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly
+Added: in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.
+Added: company, we believe that we, all of our PRC Subsidiaries, the consolidated VIE and its subsidiary are not required to fulfill filing
+Added: procedures and obtain approvals from the CSRC to continue to offer our securities or operate business of the consolidated VIE and its
+Added: subsidiary as of the date of this annual report.
+Added: In addition, to date, none of us, our PRC Subsidiaries, the consolidated VIE and its
+Added: subsidiary has received any filing or compliance requirements from CSRC for the listing of the Company at NYSE American and all of its
+Added: overseas offerings.
+Added: Furthermore, based on our understanding of the current PRC laws, we believe that the CSRC’s approval is not
+Added: required to be obtained for the Company’s listing on NYSE American;
+Added: however, there are substantial uncertainties regarding the
+Added: interpretation and application of the Regulation on Mergers and Acquisitions of Domestic Companies by Foreign Investors (“M&A
+Added: Rules”), other PRC Laws and future PRC laws and regulations, and there can be no assurance that any governmental agency will not
+Added: take a view that is contrary to or otherwise different from our belief stated herein.
+Added: See “ Risk Factors — Risk Factors
+Added: Relating to Doing Business in China — The CSRC has released the Trial Measures for Administration of Overseas Securities
+Added: Offerings and Listings by Domestic Companies (the “Trial Measures”).
+Added: While such rules have not yet gone into effect, the
+Added: Chinese government may exert more oversight and control over offerings that are conducted overseas and foreign investment in China-based
+Added: issuers, which could significantly limit or completely hinder our ability to continue to offer our securities to investors and could
+Added: cause the value of our securities to significantly decline or become worthless ”
+Added: December 24, 2021, the Standing Committee of the National People’s Congress issued Law of the People’s Republic of China
+Added: on the Prevention and Control of Noise Pollution (the “Prevention and Control of Noise Pollution Law”), which became effective
+Added: on June 5, 2022.
+Added: According to the Prevention and Control of Noise Pollution Law, entities subject to the pollutant discharge licensing
+Added: management requirements shall not emit industrial noise without a pollutant discharge permit and shall prevent and control noise pollution
+Added: according to the requirements of the pollutant discharge permit.
+Added: The noise pollution has been included in the Pollution Discharge Permit,
+Added: and we conduct quarterly test on the noise through qualified testing institutions to comply with the laws, which is required by laws.
Consolidation
−Removed: We conduct substantially all
−Removed: of our business in China through Dongfang Paper, the VIE, due to PRC legal restrictions of foreign ownership in certain sectors.
−Removed: Substantially
−Removed: all of IT Tech Packaging’s revenues, costs and net income in China are directly or indirectly generated through the VIE.
−Removed: Packaging, through its PRC Subsidiary, Baoding Shengde, has signed various agreements with the VIE and shareholders of the VIE to allow
−Removed: the transfer of economic benefits from the VIE to the PRC Subsidiary and to direct the activities of the VIE.
+Added: conduct substantially all of our business in China through Dongfang Paper, the VIE, due to PRC legal restrictions of foreign ownership
+Added: in certain sectors.
+Added: Substantially most of IT Tech Packaging’s revenues, costs and net income in China are directly or indirectly
+Added: generated through the VIE.
+Added: IT Tech Packaging, through Baoding Shengde, has signed various agreements with the VIE and shareholders of
+Added: the VIE to allow the transfer of economic benefits from the VIE to Baoding Shengde and to direct the activities of the VIE.
Total assets and liabilities
2 unchanged sentences
statement of cash flows are substantially the financial position, operation and cash flow of the VIE.
−Removed: The Company has not provided any
−Removed: financial support to the VIE for the fiscal years ended at December 31, 2020 and 2019.
−Removed: As of December 31, 2021, our variable interest
−Removed: entity accounted for an aggregate of 84.13% and 69.51%of our total assets and total liabilities.
As of December 31, 2022, our variable
interest entity accounted for an aggregate of 88.54% and 72.59% of our total assets and total liabilities.
−Removed: As of December 31, 2021 and 2020,
−Removed: $1,921,407 and $3,315,778 of cash and cash equivalents were denominated in RMB, respectively.
+Added: As of December 31, 2021, our
+Added: variable interest entity accounted for an aggregate of 84.13% and 69.51% of our total assets and total liabilities.
+Added: As of December 31,
+Added: 2022 and 2021, $7,612,294 and $2,058,841 of cash and cash equivalents were denominated in RMB, respectively.
Tech Packaging and its directly owned subsidiary, Shengde Holding, do not have any substantial assets or liabilities or result of operations.
2 unchanged sentences
with intercompany transactions eliminated:
+Added: December 31, 2022
+Added: December 31, 2021
Current assets
5 unchanged sentences
Total liabilities
−Removed: the Fiscal Year Ended
−Removed: Net cash provided
−Removed: by operating activities
−Removed: Net cash used in investing
+Added: For the Fiscal Year Ended
+Added: Net cash provided by operating activities
+Added: Net cash used in investing activities
$ (7,494,805 )
$ (25,071,372 )
−Removed: Net cash used in financing
−Removed: Transfers and Dividend Distribution
−Removed: IT Tech Packaging
−Removed: conducts its business operations in China through its Baoding Shengde, or the PRC Subsidiary and Dongfang Paper, the VIE.
−Removed: IT Tech Packaging can transfer cash to the PRC Subsidiary through loans and/or capital contributions, and the PRC Subsidiary can
−Removed: transfer cash to IT Tech Packaging through issuing dividends or other distributions.
−Removed: The PRC Subsidiary can transfer cash to the VIE
−Removed: through intercompany loans and capital contributions, and the VIE can transfer cash to the PRC Subsidiary as services fees under the
−Removed: VIE contractual arrangements.
−Removed: For the year ended December 31, 2021, the cash flows occurred between IT Tech Packaging, its
−Removed: subsidiaries and the VIE included i) funding through Shengde Holdings Inc.
−Removed: to Baoding Shengde, with an amount of $32,052,000 as
−Removed: capital contributions ii) Baoding Shengde payments to Heibei Tengsheng of $2,027,701 for purchase of products iii) Baoding Shengde loans to Dongfang Paper with
−Removed: total amount of $19,345,101 and iv) Dongfang Paper payments to Baoding Shengde of $5,016,446 for purchase of raw materials.
−Removed: Current PRC regulations permit
−Removed: the PRC Subsidiary to pay dividends to its shareholders only out of their accumulated profits, if any, determined in accordance with PRC
−Removed: accounting standards and regulations.
−Removed: The PRC Subsidiary is required to set aside 10% of its after-tax profits to fund a statutory reserve
−Removed: until such reserve reaches 50% of its registered capital if it distributes its after-tax profits for the current financial year.
−Removed: see “ Risk Factors — Risk Factors Relating to Doing Business in China — We may rely on dividends
−Removed: and other distributions on equity paid by our PRC subsidiary to fund any cash and financing requirements we may have, and any limitation
−Removed: on the ability of our PRC Subsidiary to make payments to us could have a material and adverse effect on our ability to conduct our business.
−Removed: In addition, cash transfers from IT Tech Packaging are subject to applicable PRC laws and regulations on loans and direct investment.
−Removed: For details, see “ Risk Factors — Risk Factors Relating to Doing Business in China — PRC regulation
−Removed: of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion may delay
−Removed: us from making loans or additional capital contributions to our PRC Subsidiary, which could materially and adversely affect our liquidity
−Removed: and our ability to fund and expand our business .”
−Removed: In addition, the PRC government
−Removed: imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of
+Added: Net cash used in financing activities
+Added: $ (7,074,857 )
+Added: Distributions
+Added: and Other Transfers of Cash through our Organization
+Added: are a holding company, although other means are available for us to obtain financing at the holding company level, we may receive dividends
+Added: and other distributions on equity paid by our subsidiary established in China for our cash needs, including the funds necessary to pay
+Added: dividends and other cash distributions to our shareholders to the extent we choose to do so, to service any debt we may incur and to
+Added: pay our operating expenses.
+Added: Our PRC Subsidiaries, consolidated VIE and its subsidiary in China are subject to restrictions on making
+Added: dividends and other payments to us.
+Added: Baoding Shengde’s income in turn depends on the service and other fees paid by the consolidated
+Added: VIE and its subsidiary.
+Added: ITP, its subsidiaries, the consolidated VIE and its subsidiary may also transfer cash to each other as part of
+Added: the group cash management.
+Added: If any of our subsidiaries, the consolidated VIE and its subsidiary incurs debt on its own behalf in the future,
+Added: the instruments governing such debt may restrict their ability to pay dividends or make other payments to us.
+Added: Current PRC regulations
+Added: permit our PRC Subsidiaries in China to pay dividends to us only out of their accumulated profits, if any, determined in accordance with
+Added: Chinese accounting standards and regulations.
+Added: In addition, under the applicable requirements of PRC law, our PRC Subsidiaries, consolidated
+Added: VIE and its subsidiary incorporated as companies may only distribute dividends after they have made allowances to fund certain statutory
+Added: These reserves are not distributable as cash dividends.
+Added: Tech Packaging conducts its business operations in China through its PRC Subsidiaries and Dongfang Paper, the VIE.
+Added: If needed, IT Tech
+Added: Packaging can transfer cash to the PRC Subsidiaries through loans and/or capital contributions, and the PRC Subsidiaries can transfer
+Added: cash to IT Tech Packaging through issuing dividends or other distributions.
+Added: The PRC Subsidiaries can transfer cash to the VIE through
+Added: intercompany loans and capital contributions, and the VIE can transfer cash to the PRC Subsidiaries as services fees under the VIE contractual
+Added: arrangements.
+Added: For the year ended December 31, 2022, the cash flows occurred between IT Tech Packaging, its subsidiaries and the VIE included
+Added: (i) funding through Shengde Holdings Inc.
+Added: to Baoding Shengde, with an amount of $6,500,000 as capital contributions;
+Added: (ii) Baoding Shengde
+Added: loans to Dongfang Paper with total amount of $1,727,644;
+Added: (iii) Baoding Shengde loans to Tengsheng Paper with total amount of $1,923,845;
+Added: and (iv) funding through Shengde Holdings Inc.
+Added: to Qianrong, with an amount of $3,500,000 as capital contributions.
+Added: We do not have an
+Added: established cash management policy that dictates how funds are transferred between us, our subsidiaries, consolidated VIE and its subsidiary.
+Added: We do not, at this time, intend to distribute earnings or settle amounts owed under the VIE Agreements.
+Added: PRC regulations permit the PRC Subsidiaries to pay dividends to its shareholders only out of their accumulated profits, if any, determined
+Added: in accordance with PRC accounting standards and regulations.
+Added: The PRC Subsidiaries are required to set aside 10% of its after-tax profits
+Added: to fund a statutory reserve until such reserve reaches 50% of its registered capital if it distributes its after-tax profits for the
+Added: current financial year.
+Added: For details, see “ Risk Factors — Risk Factors Relating to Doing Business in China — We may
+Added: rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have,
+Added: and any limitation on the ability of our PRC Subsidiaries to make payments to us could have a material and adverse effect on our ability
+Added: to conduct our business.
+Added: ” In addition, cash transfers from IT Tech Packaging are subject to applicable PRC laws and regulations
+Added: on loans and direct investment.
+Added: For details, see “ Risk Factors — Risk Factors Relating to Doing Business in China —
+Added: PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion
+Added: may delay us from making loans or additional capital contributions to our PRC Subsidiaries, which could materially and adversely affect
+Added: our liquidity and our ability to fund and expand our business .”
+Added: addition, the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the
+Added: remittance of currency out of China.
IT Tech Packaging receives a significant portion of its revenues in Renminbi.
−Removed: Under IT Tech Packaging’s current corporate
−Removed: structure, IT Tech Packaging’s Nevada holding company may rely on dividend payments from the PRC Subsidiary to fund any cash and
−Removed: financing requirements it may have.
−Removed: Under existing PRC foreign exchange regulations, payments of current account items, including profit
−Removed: distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without
−Removed: prior approval of State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements.
−Removed: However, approval
−Removed: from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted
−Removed: out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.
−Removed: As a result, we need to obtain
−Removed: SAFE approval to use cash generated from the operations of the PRC Subsidiary and VIE to pay off their respective debt in a currency other
−Removed: than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi.
−Removed: If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands,
−Removed: we may not be able to pay dividends in foreign currencies to its shareholders.
−Removed: See “ Risk Factors — Risk Factors
−Removed: Relating to Doing Business in China — Governmental control of currency conversion may limit our ability to utilize our
−Removed: revenues effectively and affect the value of your investment ”.
−Removed: In order to secure the amounts owed under the VIE agreements,
−Removed: the VIE and its shareholders entered into a share pledge agreement with the PRC Subsidiary, pursuant to which if the VIE fails to pay
−Removed: the service fees to the PRC Subsidiary pursuant to the exclusive technical service and business consulting agreement or fails to perform
−Removed: their other obligations under the other management agreement, the PRC Subsidiary is entitled to dispose of the pledged equity interests
−Removed: IT Tech Packaging declared
−Removed: and paid four quarterly cash dividends to its U.S.
+Added: Under IT Tech Packaging’s
+Added: current corporate structure, IT Tech Packaging’s Nevada holding company may rely on dividend payments from the PRC Subsidiaries
+Added: to fund any cash and financing requirements it may have.
+Added: Under existing PRC foreign exchange regulations, payments of current account
+Added: items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in
+Added: foreign currencies without prior approval of State Administration of Foreign Exchange, or SAFE, by complying with certain procedural
+Added: requirements.
+Added: However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted
+Added: into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.
+Added: As a result, we need to obtain SAFE approval to use cash generated from the operations of the PRC Subsidiaries and VIE to pay off their
+Added: respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside
+Added: China in a currency other than Renminbi.
+Added: If the foreign exchange control system prevents us from obtaining sufficient foreign currencies
+Added: to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to its shareholders.
+Added: Factors — Risk Factors Relating to Doing Business in China — Governmental control of currency conversion may limit our ability
+Added: to utilize our revenues effectively and affect the value of your investment ”.
+Added: In order to secure the amounts owed under the
+Added: VIE agreements, the VIE and its shareholders entered into a share pledge agreement with Baoding Shengde, pursuant to which if the VIE
+Added: fails to pay the service fees to the Baoding Shengde pursuant to the exclusive technical service and business consulting agreement or
+Added: fails to perform their other obligations under the other management agreement, Baoding Shengde is entitled to dispose of the pledged
+Added: equity interests in the VIE.
+Added: Tech Packaging declared and paid four quarterly cash dividends to its U.S.
investors in April 2012 and November 2013.
−Removed: As of the date of this annual report, other
−Removed: than those cash dividends, none of IT Tech Packaging’s subsidiaries have ever issued any dividends or made other distributions to
−Removed: IT Tech Packaging or their respective holding companies nor has IT Tech Packaging or any of IT Tech Packaging’s subsidiaries ever
−Removed: paid dividends or made other distributions to U.S.
−Removed: IT Tech Packaging currently intend to retain all future earnings to finance
−Removed: its operations and to expand its business.
−Removed: As a result, IT Tech Packaging does not expect to pay any cash dividends in the foreseeable
−Removed: Foreign Company Accountable Act
−Removed: in our securities may be prohibited under the Holding Foreign Companies Accountable Act, or the HFCAA, if the Public Company Accounting
−Removed: Oversight Board (United States) (the “PCAOB”) determines that it cannot inspect or investigate completely our auditor.
−Removed: to the HFCAA, the PCAOB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate
−Removed: completely registered public accounting firms headquartered in:
−Removed: (1) mainland China of the People’s Republic of China because of
−Removed: a position taken by one or more authorities in mainland China;
−Removed: and (2) Hong Kong, a Special Administrative Region and dependency of the
−Removed: PRC, because of a position taken by one or more authorities in Hong Kong.
−Removed: In addition, the PCAOB’s report identified the specific
−Removed: registered public accounting firms which are subject to these determinations.
−Removed: PCAOB is currently unable to conduct inspections in China without the approval of Chinese government authorities.
−Removed: If it is later determined
−Removed: that the PCAOB is unable to inspect or investigate our auditor completely, investors may be deprived of the benefits of such inspection.
−Removed: Any audit reports not issued by auditors that are completely inspected by the PCAOB, or a lack of PCAOB inspections of audit work undertaken
−Removed: in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result
−Removed: in a lack of assurance that our financial statements and disclosures are adequate and accurate.
−Removed: auditor, WWC, P.C., Certified Public Accountants, is an independent registered public accounting firm with the PCAOB, and as an auditor
−Removed: of publicly traded companies in the U.S., is subject to laws in the U.S.
−Removed: pursuant to which the PCAOB conducts regular inspections to assess
−Removed: its compliance with the applicable professional standards.
−Removed: WWC, P.C., Certified Public Accountants, is based in the United States and
−Removed: has been inspected by the PCAOB on a regular basis, with the last inspection in November 2021.
−Removed: WWC, P.C., Certified Public Accountants,
−Removed: is not headquartered in mainland China or Hong Kong and was not identified as a firm subject to the determinations announced by the PCAOB
−Removed: on December 16, 2021.
−Removed: Should the PCAOB be unable to fully conduct inspection of our auditor’s work papers in China, it will make
−Removed: it difficult to evaluate the effectiveness of our auditor’s audit procedures or equity control procedures.
−Removed: Investors may consequently
−Removed: lose confidence in our reported financial information and procedures or quality of the financial statements, which would adversely affect
−Removed: us and our securities.
−Removed: if trading in our securities is prohibited under the HFCAA in the future because the PCAOB determines that it cannot inspect or fully
−Removed: investigate our auditor at such future time, an exchange may determine to delist our securities.
−Removed: “ Risk Factors—Risks Associated with Our Company— A recent joint statement by the SEC and the Public Company Accounting
−Removed: Oversight Board (United States), or the “PCAOB,” proposed rule changes submitted by Nasdaq, and the newly enacted “Holding
−Removed: Foreign Companies Accountable Act” all call for additional and more stringent criteria to be applied to emerging market companies
−Removed: upon assessing the qualification of their auditors, especially the non-U.S.
−Removed: auditors who are not inspected by the PCAOB.
−Removed: These developments
−Removed: could add uncertainties to investing in our securities .”
−Removed: Business Developments
−Removed: 2021 Public Offering
−Removed: 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
−Removed: warrants to purchase up to 14,638,933 shares of common stock in a firm commitment underwritten public offering for gross proceeds of
−Removed: approximately $21.9 million.
−Removed: The purchase price for each share of common stock and accompanying warrant sold in the offering was $0.75.
−Removed: The warrants are exercisable commencing on March 1, 2021 at an exercise price of $0.75 and will expire on March 1, 2026.
−Removed: of a stock split, stock dividend, combination, subsequent right offering or reclassification of the outstanding shares of Common Stock,
−Removed: the exercise price and the number of shares issuable upon exercise of the warrants shall be proportionately adjusted.
−Removed: The Company intends
−Removed: to use the net proceeds from the offering for general corporate and working capital purposes.
−Removed: 2021 Public Offering
−Removed: January 20, 2021, the Company offered and sold to certain institutional investors an aggregate of 26,181,818 shares of common stock and
−Removed: 26,181,818 warrants to purchase up to 26,181,818 shares of common stock in a best-efforts public offering for gross proceeds of approximately
−Removed: $14.4 million.
−Removed: The purchase price for each share of common stock and the corresponding warrant sold in the offering was $0.55.
−Removed: are exercisable commencing on January 20, 2021 at an exercise price of $0.55 and will expire on January 20, 2026.
−Removed: In the event of a stock
−Removed: split, stock dividend, combination, subsequent right offering or reclassification of the outstanding shares of Common Stock, the exercise
−Removed: price and the number of shares issuable upon exercise of the warrants shall be proportionately adjusted.
−Removed: The Company intends to use the
−Removed: net proceeds from the offering for general corporate and working capital purposes.
−Removed: November 2020, we completed inviting bids for the 75 tonne per hour biomass boiler procurement for our biomass cogeneration project.
−Removed: Multiple well-known enterprises in the biomass industry participated in tendering opening bids.
−Removed: In February 2021, we completed evaluation
−Removed: on the bidding proposals and announced that Tai Shan Group Co., Ltd., a top manufacturer in the biomass industry in China, has won the
−Removed: Installation of the boilers is expected to commence in the near future.
−Removed: We expect to participate in the bidding process for urban
−Removed: central heating projects.
−Removed: Paper Production Line
−Removed: In July 2021, The Company
−Removed: announced that the Company’s tissue paper research and development center has received a Level B scale-above Certification as an
−Removed: industrial R&D enterprise institution in Hebei province after on-site inspection by regulators.
−Removed: The Company has also been
−Removed: granted twelve new utility patent certificates on paper manufacturing related equipment issued by the State Intellectual Property Office,
−Removed: including equipment testing, screening and filtering, and mixing.
+Added: As of the date
+Added: of this annual report, other than those cash dividends, none of IT Tech Packaging’s subsidiaries have ever issued any dividends
+Added: or made other distributions to IT Tech Packaging or their respective holding companies nor has IT Tech Packaging or any of IT Tech Packaging’s
+Added: subsidiaries ever paid dividends or made other distributions to U.S.
+Added: IT Tech Packaging currently intend to retain all future
+Added: earnings to finance its operations and to expand its business.
+Added: As a result, IT Tech Packaging does not expect to pay any cash dividends
+Added: in the foreseeable future.
+Added: Foreign Company Accountable Act (“HFCAA”)
+Added: common stock may be delisted from the NYSE American under the Holding Foreign Companies Accountable Act (“HFCAA”), if the
+Added: PCAOB is unable to adequately inspect audit documentation located in China, or investigate our auditor.
+Added: Furthermore, on June 22, 2021,
+Added: Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, amends
+Added: the HFCAA and requires the SEC to prohibit an issuer’s securities from trading on any U.S.
+Added: stock exchanges if its auditor is not
+Added: subject to PCAOB inspections for two consecutive years instead of three.
+Added: Our auditor, WWC, P.C., Certified Public Accountants, is a U.S.-based
+Added: accounting firm registered with the PCAOB, and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections
+Added: to assess its compliance with the applicable professional standards.
+Added: Our auditor is headquartered in the United States and is subject
+Added: to inspection by the PCAOB on a regular basis with the last inspection in November 2021.
+Added: On August 26, 2022, the PCAOB signed the Protocol
+Added: with the CSRC and the MOF of the People’s Republic of China, governing inspections and investigations of audit firms based in mainland
+Added: China and Hong Kong.
+Added: The Protocol remains unpublished and is subject to further explanation and implementation.
+Added: Pursuant to the fact
+Added: sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for
+Added: inspection or investigation and the unfettered ability to transfer information to the SEC.
+Added: On December 15, 2022, the PCAOB announced
+Added: that it was able to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in China
+Added: mainland and Hong Kong completely in 2022.
+Added: The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect
+Added: or investigate completely registered public accounting firms headquartered in China mainland and Hong Kong.
+Added: However, whether the PCAOB
+Added: will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in China mainland
+Added: and Hong Kong is subject to uncertainty and depends on a number of factors out of our, and our auditor’s control.
+Added: continuing to demand complete access in China mainland and Hong Kong moving forward and is already making plans to resume regular inspections
+Added: in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed.
+Added: has indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed.
+Added: Therefore, the
+Added: PCAOB in the future may determine that it is unable to inspect or investigate completely registered public accounting firms in mainland
+Added: China and Hong Kong.
+Added: Our auditor’s working papers related to us and the consolidated VIE and its subsidiary are located in China.
+Added: If our auditor is not permitted to provide requested audit work papers located in China to the PCAOB, investors would be deprived of
+Added: the benefits of PCAOB’s oversight of our auditor through such inspections which could result in limitation or restriction to our
+Added: access to the U.S.
+Added: capital markets and trading of our securities may be prohibited under the HFCAA, which would result in the delisting
+Added: of our securities from the NYSE American.
+Added: “ Risk Factors—Risks Associated with Our Company— Our common stock may be delisted from the NYSE American under the
+Added: Holding Foreign Companies Accountable Act if the PCAOB is unable to adequately inspect audit documentation located in China.
+Added: The delisting
+Added: of our common stock, or the threat of their being delisted, may materially and adversely affect the value of your investment.”
of Risk Factors
in our securities involves significant risks and uncertainties.
−Removed: You should carefully consider all of the information in this prospectus
+Added: You should carefully consider all of the information in this annual report
before making an investment in our securities.
1 unchanged sentence
These risks are discussed more fully in the section titled “Risk Factors.”
−Removed: Relating to our Business
+Added: Risks Relating to our Business
business, financial condition and results of operations may be materially adversely affected
24 unchanged sentences
we are unable to respond to pricing pressures, our business may be harmed.
−Removed: we fail to introduce enhancements to our existing products or to develop new products, our
−Removed: business and results of operations could be adversely affected.
−Removed: have limited insurance coverage and may incur losses resulting from product liability claims
−Removed: or business interruptions.
failure to protect our intellectual property rights may undermine our competitive position,
9 unchanged sentences
as the government deems appropriate to further regulatory, political and societal goals.
+Added: CSRC has released the Trial Measures for Administration of Overseas Securities Offerings
+Added: and Listings by Domestic Companies (the “Trial Measures”).
+Added: While such rules have
+Added: not yet gone into effect, the Chinese government may exert more oversight and control over
+Added: offerings that are conducted overseas and foreign investment in China-based issuers, which
+Added: could significantly limit or completely hinder our ability to continue to offer our securities
+Added: to investors and could cause the value of our securities to significantly decline or become
+Added: greater oversight by the Cyberspace Administration of China, or the “CAC,” over
+Added: data security, particularly for companies seeking to list on a foreign exchange, could adversely
+Added: impact the business of us, the consolidated VIE and its subsidiary and investing in our securities.
business may be subject to a variety of PRC laws and other obligations regarding cybersecurity
6 unchanged sentences
and the demand for our services and products.
−Removed: may rely on dividends and other distributions on equity paid by our PRC subsidiary to fund
+Added: may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund
any cash and financing requirements we may have, and any limitation on the ability of our
−Removed: PRC Subsidiary to make payments to us could have a material and adverse effect on our ability
+Added: PRC Subsidiaries to make payments to us could have a material and adverse effect on our ability
to conduct our business.
+Added: PRC Subsidiaries, consolidated VIE and its subsidiary in China are subject to restrictions
+Added: on making dividends and other payments to us or any other affiliated company.
● Governmental
3 unchanged sentences
and governmental control of currency conversion may delay us from making loans or additional
−Removed: capital contributions to our PRC Subsidiary, which could materially and adversely affect
+Added: capital contributions to our PRC Subsidiaries, which could materially and adversely affect
our liquidity and our ability to fund and expand our business.
18 unchanged sentences
may be difficult for overseas regulators to conduct investigation or collect evidence within
−Removed: may be required to broaden the coverage of the mandatory social security insurance programs
−Removed: under the Labor Law of the PRC.
−Removed: current tensions in international trade and rising political tensions, particularly between
−Removed: and China, may adversely impact our business, financial condition, and results of operations.
Related to Our Corporate Structure
29 unchanged sentences
Related to Our Common Stock
−Removed: recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and
−Removed: the Holding Foreign Companies Accountable Act all call for additional and more stringent
−Removed: criteria to be applied to emerging market companies upon assessing the qualification of their
−Removed: auditors, especially the non-U.S.
−Removed: auditors who are not inspected by the PCAOB.
−Removed: These developments
−Removed: could add uncertainties to investing in our securities.
−Removed: we fail to comply with Section 404 of the Sarbanes-Oxley Act of 2002 in a timely
−Removed: manner, our business could be harmed and our stock price could decline.
+Added: common stock may be delisted from the NYSE American under the Holding Foreign Companies Accountable
+Added: Act if the PCAOB is unable to adequately inspect audit documentation located in China.
+Added: delisting of our common stock, or the threat of their being delisted, may materially and
+Added: adversely affect the value of your investment..
+Added: we fail to comply with Section 404 of the Sarbanes-Oxley Act of 2002 in a timely manner,
+Added: our business could be harmed and our stock price could decline.
we become directly subject to the scrutiny involving U.S.
6 unchanged sentences
value of our common stock.
−Removed: common stock may be affected by limited trading volume and may fluctuate significantly.
−Removed: financings may dilute stockholders or impair our financial condition.
of COVID-19 on Our Operations and Financial Performance
−Removed: Outbreaks of epidemic, pandemic,
−Removed: or contagious diseases such as COVID-19, could have an adverse effect on our business, financial condition, and results of operations.
−Removed: The spread of COVID-19 has resulted in the World Health Organization declaring the outbreak of COVID-19 as a global pandemic.
+Added: of epidemic, pandemic, or contagious diseases such as COVID-19, could have an adverse effect on our business, financial condition, and
+Added: results of operations.
+Added: The spread of COVID-19 has resulted in the World Health Organization declaring the outbreak of COVID-19 as a global
Substantially all of our revenues and workforce are concentrated in China.
−Removed: In response to the intensifying efforts to contain the spread
−Removed: of COVID-19, the Chinese government took a number of actions, which included extending the Chinese New Year holiday, quarantining individuals
−Removed: suspected of having COVID-19, asking residents in China to stay at home and to avoid public gathering, among other things.
−Removed: early part of 2020, COVID-19 caused temporary closure of our CMP production, and as a result, our revenue of CMP decreased by 49.89
−Removed: % in the first quarter of 2020.
−Removed: Since we resumed business
−Removed: operations after the outbreak of COVID-19, the Company kept continuous attention on the development of the COVID-19 pandemic and reacted
−Removed: actively to its impact on the financial position and operating results of the Company.
−Removed: As of the date of the annual report, COVID-19’s
−Removed: adverse impacts on the company’s financial position and operating result as of December 31, 2021 were limited.
−Removed: We, through our subsidiaries
−Removed: and VIE, engage in production and distribution of three categories of paper products:
−Removed: corrugating medium paper, offset printing paper,
−Removed: tissue paper products and medical face masks in China.
+Added: In response to the intensifying efforts to contain
+Added: the spread of COVID-19, the Chinese government took a number of actions, which included extending the Chinese New Year holiday, quarantining
+Added: individuals suspected of having COVID-19, asking residents in China to stay at home and to avoid public gathering, among other things.
+Added: the basis of scientific assessment of the characteristics of the virus and the pandemic situation, as well as reference to the prevention
+Added: practices of other countries, at the end of 2022, the Chinese government refined its COVID-19 prevention and control measures and stopped
+Added: conducting nucleic acid testing for all residents.
+Added: By the end of 2022, vaccination rate has exceeded 90%.
+Added: And normal life is returning.
+Added: Under such circumstances, the government has taken positive service measures, including tax incentives, bank loan and financial support,
+Added: etc, to support domestic enterprises to overcome difficulties.
+Added: The market consolidation will be expedited eventually.
+Added: we resumed business operations after the outbreak of COVID-19, the Company kept continuous attention on the development of the COVID-19
+Added: pandemic and reacted actively to its impact on the financial position and operating results of the Company.
+Added: As of the date of the annual
+Added: report, COVID-19’s adverse impacts on the company’s financial position and operating result as of December 31, 2022 were
+Added: through our PRC Subsidiaries and VIE, engage in production and distribution of three categories of paper products:
+Added: corrugating medium
+Added: paper, offset printing paper, tissue paper products and medical face masks in China.
principal executive offices are located at Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s Republic
telephone number is (86) 312-869-8215.
−Removed: Our website is located at http://www.itpackaging.cn.
+Added: Our website is located at https://www.itpackaging.cn.
Manufacturing
49 unchanged sentences
printing paper is used for offset printing in the publishing industry.
−Removed: Offset printing paper comprised approximately 8.21% of our total
−Removed: paper production quantities and approximately 10.61% of our total sales revenue for the year ended December 31, 2021.
−Removed: Raw materials used
−Removed: in making offset printing paper include recycled white scrap paper, fluorescent whitening agent and sizing agent.
−Removed: We currently have two
−Removed: production lines, PM2 and PM3, for the production of offset printing paper.
+Added: Revenue from offset printing paper was $nil for the year ended
+Added: December 31, 2022.
+Added: Raw materials used in making offset printing paper include recycled white scrap paper, fluorescent whitening agent
+Added: and sizing agent.
+Added: We currently have two production lines, PM2 and PM3, for the production of offset printing paper.
Paper Products
6 unchanged sentences
On May 5, 2020, the Company announced it planned the commercial
−Removed: launch of a new tissue paper production line PM10 and the Company signed an agreement to purchase paper machine with paper machine supplier.
+Added: launch of a new tissue paper production line PM10 and the Company entered into an agreement to purchase paper machine with paper machine
The Company expected the new tissue paper production line to be launched after the completion of trial run.
−Removed: Tissue paper products comprised
−Removed: approximately 3.01% of our total paper production quantities and approximately 5.45% of our total sales revenue for the year ended December
−Removed: April 29, 2020, we launched a production line of non-medical single-use face masks, following the completion of raw materials
−Removed: preparation, trial run of the equipment and the sample products inspection.
−Removed: In January 2021, the Company announced it has submitted an
−Removed: application for the license for its new single-use surgical masks from local food and drug administration in Hebei province, and began
−Removed: commercial production in November 2021.
+Added: The machine supplier
+Added: was delayed because of pandemic.
+Added: We are closely following up the provider for further actions.
+Added: Tissue paper products comprised approximately
+Added: 0.58% of our total paper production quantities and approximately 1.36% of our total sales revenue for the year ended December 31, 2022.
+Added: April 29, 2020, we launched a production line of non-medical single-use face masks, following the completion of raw materials preparation,
+Added: trial run of the equipment and the sample products inspection.
+Added: In May 2021, the Company obtained the license for its new single-use surgical
+Added: masks from local food and drug administration in Hebei province, and began commercial production in November 2021.
for our Products
1 unchanged sentence
to the 2021 China Paper Industry Annual Report, issued by the China Paper Association, there were approximately 2,500 paper and paper
−Removed: board manufacturers (down from 2,700 in 2019) in China, with a total output of 112.60 million tonnes, up by 4.60% from 107.65 million
−Removed: tonnes in 2019.
−Removed: Total domestic consumption was 118.27 million tonnes in 2020, up by 10.49% from 107.04 million tonnes in 2019.
+Added: board manufacturers in China, with a total output of 121.05 million tonnes, up by 7.50% from 112.60 million tonnes in 2020.
+Added: Total domestic
+Added: consumption was 126.48 million tonnes in 2021, up by 6.94% from 118.27 million tonnes in 2020.
output of paper and paper board maintained an average growth rate of approximately 1.87% during the ten-year period from 2012 to 2021,
5 unchanged sentences
2021Annual Report of China Paper
−Removed: Manufacturing, April 2021, China Paper Association)
−Removed: 2020 Annual Report of China’s Paper Industry, April2021, China Paper Association
+Added: Manufacturing, May 2022,China Paper Association)
+Added: 2021 Annual Report of China’s Paper Industry, May 2022, China Paper Association
medium paper production in China totaled 26.85 million tonnes in 2021, a 12.34% increase from 2020.
1 unchanged sentence
paper in China amounted to 29.77 million tonnes in 2021, an increase of 7.24% as compared to 2020.
−Removed: Uncoated offset printing paper
−Removed: production in China totaled 17.30million tonnes in 2020, a 2.81% decrease from 2019.
−Removed: Consumption of uncoated offset printing paper in
−Removed: China amounted to 17.83million tonnes in 2020, an increase of 1.94% as compared to 2019.
+Added: offset printing paper production in China totaled 17.20 million tonnes in 2021, a 0.58% decrease from 2019.
+Added: Consumption of uncoated offset
+Added: printing paper in China amounted to 17.93 million tonnes in 2021, an increase of 0.56% as compared to 2020.
paper making industry in China is concentrated in the east coast provinces.
−Removed: The largest paper production capacities by province for 2019and
−Removed: 2020(the most recent year for which relevant information is available) are summarized in the table below.
−Removed: The three provinces with largest
−Removed: capacities showed moderate increases in paper production capacities;
−Removed: provinces with smaller capacities, such as, Chongqing, Hebei and
−Removed: Anhui, showed noticeable increases as well.
−Removed: 2020Annual Report of China’s Paper Industry, April 2021, China Paper Association
−Removed: We generally sell our corrugating
−Removed: medium paper to companies making corrugating cardboards and offset printing paper to printing companies.
−Removed: Our largest customer is a packaging
−Removed: company in Shandong Province.
−Removed: Our total corrugating medium and offset printing paper revenue in 2021 was primarily derived from customers
−Removed: in Tianjin City, Hebei Province and Shandong Province.
−Removed: the year ended December 31, 2021, five major customers who individually accounted for more than 5% of our total sales revenue are as
−Removed: Company A (Shandong)
−Removed: Company B (Hebei)
+Added: The largest paper production capacities by province for 2021
+Added: and 2020 (the most recent year for which relevant information is available) are summarized in the table below.
+Added: The three provinces with
+Added: largest capacities showed moderate increases in paper production capacities;
+Added: provinces with smaller capacities, such as, Chongqing, Hebei
+Added: and Sichuan, showed noticeable increases as well.
+Added: 2020 Capacity
+Added: 2021 Capacity
+Added: 2021 Annual Report of China’s Paper Industry, May 2022, China Paper Association
+Added: generally sell our corrugating medium paper to companies making corrugating cardboards and offset printing paper to printing companies.
+Added: Our largest customer is a packaging company in Hebei Province.
+Added: Our total corrugating medium and offset printing paper revenue in 2022
+Added: was primarily derived from customers in Hebei Province and Shandong Province.
+Added: the year ended December 31, 2022, three major customers who individually accounted for more than 5% of our total sales revenue are as
+Added: (USD$, net of
+Added: Company A (Hebei)
+Added: Company B (Shandong)
Company C (Hebei)
−Removed: Company D (Tianjin)
−Removed: Major Customers
+Added: Total Major Customers
of our top-ten customers of 2022 are also in the top-ten customer list in 2021, representing 78.48% of the 2021 top-ten customer sales.
6 unchanged sentences
These production lines include the followings:
−Removed: Paper Product
−Removed: (tonnes/year)
+Added: Capacity (tonnes/year)
as of December 31, 2022
26 unchanged sentences
Dongfang Paper
−Removed: Under renovation and preparing for launch by the end
+Added: Under renovation and preparing for launch by the end of 2023
Dongfang Paper
7 unchanged sentences
In construction
−Removed: machines under renovation, under construction, or in the planning stage.
+Added: Paper machines under renovation, under construction, or in
+Added: the planning stage.
is funded and owned by Baoding Shengde;
−Removed: ancillary facilities that support the PM6 operation
−Removed: are built and owned by Dongfang Paper.
+Added: ancillary facilities that support the PM6 operation are built and owned by Dongfang Paper.
December 31, 2009, we acquired a digital photo paper production line, including two coating lines that are designated as PM4 and PM5
38 unchanged sentences
supplies from some domestic recycling stations and do not rely on imported recycled paper.
−Removed: We also purchase coal and chemical agents
−Removed: from nearby suppliers.
−Removed: Ongoing inflationary pressures and higher demand for recycled paper could lead to an increase in our costs of
−Removed: raw materials and production, which we may or may not be able to pass to our customers.
+Added: We also purchase gas and chemical agents from
+Added: nearby suppliers.
+Added: Ongoing inflationary pressures and higher demand for recycled paper could lead to an increase in our costs of raw materials
+Added: and production, which we may or may not be able to pass to our customers.
sign annual raw materials supplier contracts with our suppliers.
3 unchanged sentences
respectively.
−Removed: the year ended December 31, 2021, two major suppliers who individually accounted for more than 5% of our total purchase are as follows:
−Removed: Company A (Baoding)
−Removed: Major Suppliers
+Added: the year ended December 31, 2022, three major suppliers who individually accounted for more than 5% of our total purchase are as follows:
+Added: Company A (Hebei)
+Added: Company B (Hebei)
+Added: Company C (Hebei)
+Added: Total Major Suppliers
Paper’s main competitors are:
18 unchanged sentences
Its annual paper production is estimated to have reached 4 million
−Removed: Nine Dragons Paper (Holdings)
−Removed: Limited (“ND Paper”), based in Guangdong Province (located in southern China), is the largest paper manufacturer in China
−Removed: and primarily produces craft paper and high-strength corrugating medium paper with annual capacity of 13 million tonnes.
−Removed: reported that it has five production lines in the city of Tianjin with a total designed capacity of 2.15 million tonnes, producing products
−Removed: such as craft paper, high strength corrugating medium paper and grey-back duplex board.
+Added: Dragons Paper (Holdings) Limited (“ND Paper”), based in Guangdong Province (located in southern China), is the largest paper
+Added: manufacturer in China and primarily produces craft paper and high-strength corrugating medium paper with annual capacity of 13 million
+Added: ND Paper has reported that it has five production lines in the city of Tianjin with a total designed capacity of 2.15 million
+Added: tonnes, producing products such as craft paper, high strength corrugating medium paper and grey-back duplex board.
Paper Group, Ltd., based in Shandong Province, primarily produces card paper, whiteboard paper and art paper.
24 unchanged sentences
from our recycled paper suppliers is lower than the transportation cost paid by our competitors in the province of Shandong.
−Removed: enjoy lower transportation costs for coal, a major source of energy used in our production process.
−Removed: Similarly, our customers pay lower
−Removed: transportation cost to pick up their orders from our finished goods warehouse in Baoding than what they would pay if they had to pick
−Removed: up goods from locations further away from Beijing.
−Removed: Tianjin, another large urban center, is also approximately 60 miles from our facilities.
+Added: our customers pay lower transportation cost to pick up their orders from our finished goods warehouse in Baoding than what they would
+Added: pay if they had to pick up goods from locations further away from Beijing.
+Added: Tianjin, another large urban center, is also approximately
+Added: 60 miles from our facilities.
Baoding city itself is also home to numerous printing and packaging companies.
−Removed: Our geographical advantage and easy access to low-cost
−Removed: raw materials allow us to implement a more flexible inventory purchase policy, lower our purchase prices and inventory management expenses
−Removed: and reduce our production cost.
−Removed: As such, we have lower freight costs and other associated costs of sales, which enable us to charge lower
−Removed: prices, if necessary, for our products.
−Removed: Additionally, because we buy all recycled paper raw materials from Beijing and Tianjin, rather
−Removed: than from the United States or Japan, our purchase lead time is shorter as compared to manufacturers who rely on imported recycled paper.
−Removed: and Development
+Added: Our geographical advantage
+Added: and easy access to low-cost raw materials allow us to implement a more flexible inventory purchase policy, lower our purchase prices
+Added: and inventory management expenses and reduce our production cost.
+Added: As such, we have lower freight costs and other associated costs of
+Added: sales, which enable us to charge lower prices, if necessary, for our products.
+Added: Additionally, because we buy all recycled paper raw materials
+Added: from Beijing and Tianjin, rather than from the United States or Japan, our purchase lead time is shorter as compared to manufacturers
+Added: who rely on imported recycled paper.
+Added: Research and Development
R&D activities are carried out by a task force led by a group of senior managers (in charge of product development and quality control)
13 unchanged sentences
Company has registered nine trademarks with the Trademark Bureau under the State of Administration for Industry & Commerce.
−Removed: paper, thermal paper, blueprint paper, sensitized paper, spectrum sensitized paper, blueprint cloth, photographic paper, cyanotype
−Removed: solution, diazo paper
+Added: Certificate No.
+Added: Fax paper, thermal paper, blueprint paper, sensitized paper, spectrum sensitized paper, blueprint cloth, photographic paper, cyanotype solution, diazo paper
+Added: Dongfang Paper
7, 2014 through April 6, 2024
−Removed: paper, handkerchief tissues, tissues, paper napkins, paper mats, beer mats, paper place mats, printing paper (including offset paper,
−Removed: newsprint, books paper, bond paper, plate paper and halftone paper), coated paper
−Removed: 28, 2014 through December 27, 2024
−Removed: paper, handkerchief tissues, tissues for makeup remover, paper napkin, tissues, paper duster cloth, paper face towels, paper table
−Removed: cloth, paper tablecloths, drawer liner (with or without flavor)
−Removed: 28, 2014 through December 27, 2024
−Removed: Paper (for traditional Chinese painting and calligraphy), Paper, tissue paper, watercolor paper, writing paper, printing publications,
−Removed: ink, painting brush, packaging plastic film, color box,
−Removed: 28, 2017 through July 27, 2027
−Removed: blueprint solution, diazo paper, photographic paper, sensitive paper, blueprint paper, blueprint canvas, spectral photographic plate,
−Removed: heliographic paper
−Removed: 14, 2011 through June 13, 2021
−Removed: Paper table cover, paper
−Removed: pinafore, drawer lining (with flavor or not)
−Removed: Hebei Tengsheng
−Removed: November 21, 2016 through
−Removed: November 20, 2026
−Removed: paper, paper handkerchief, paper napkin, facial paper, grained paper, cardboard, white board, container board, kraft liner, corrugated
−Removed: medium paper (board)
−Removed: 7, 2016 through January 6, 2026
−Removed: tissue paper, paper handkerchief, paper napkin, facial paper, paper billboard, cleansing tissue, packaging paper or plastic bag (envelop,
−Removed: sachet), carton, paper box
−Removed: 14, 2017 through July 13, 2027
−Removed: Coasters, paper table cover,
−Removed: paper costers, cleansing paper
−Removed: Hebei Tengsheng
−Removed: February 28, 2016 through
−Removed: February 27, 2026
+Added: Toilet paper, handkerchief tissues, tissues, paper napkins, paper mats, beer mats, paper place mats, printing paper (including offset paper, newsprint, books paper, bond paper, plate paper and halftone paper), coated paper
+Added: Dongfang Paper
+Added: December 28, 2014 through December 27,
+Added: Toilet paper, handkerchief tissues, tissues for makeup remover, paper napkin, tissues, paper duster cloth, paper face towels, paper table cloth, paper tablecloths, drawer liner (with or without flavor)
+Added: Dongfang Paper
+Added: December 28, 2014 through December 27, 2024
+Added: Paper (for traditional Chinese painting and calligraphy),
+Added: Paper, tissue paper, watercolor paper, writing paper, printing publications, ink, painting brush,
+Added: packaging plastic film, color box,
+Added: Baoding Shengde
+Added: July 28, 2017 through July 27, 2027
+Added: Drying blueprint solution, diazo paper, photographic paper, sensitive paper, blueprint paper, blueprint canvas, spectral photographic plate, heliographic paper
+Added: Baoding Shengde
+Added: June 14, 2011 through June 13, 2021
+Added: Paper table cover, paper pinafore, drawer lining (with flavor or not)
+Added: Tengsheng Paper
+Added: November 21, 2016 through November 20, 2026
+Added: Tissue paper, paper handkerchief, paper napkin, facial paper, grained paper, cardboard, white board, container board, kraft liner, corrugated medium paper (board)
+Added: Tengsheng Paper
+Added: January 7, 2016 through January 6, 2026
+Added: Paper, tissue paper, paper handkerchief, paper napkin, facial paper, paper billboard, cleansing tissue, packaging paper or plastic bag (envelop, sachet), carton, paper box
+Added: Tengsheng Paper
+Added: July 14, 2017 through July 13, 2027
+Added: Coasters, paper table cover, paper costers, cleansing paper
+Added: February 28, 2016 through February 27, 2026
Company has also been granted twelve new utility patent certificates on paper manufacturing related equipment issued by the State Intellectual
Property Office, including equipment testing, screening and filtering, and mixing.
−Removed: model relates to a pulp mixing device
−Removed: 2021 through July23, 2031
−Removed: The invention
−Removed: relates to a product processing and cutting device
−Removed: 2021 through July23, 2031
−Removed: model relates to a packaging equipment for pulp waste
−Removed: 8, 2021 through October 8, 2031
−Removed: model relates to a pulp crushing device
+Added: Certificate No.
+Added: The utility model relates to a pulp mixing device
+Added: Tengsheng Paper
+Added: July 23, 2021 through July 23, 2031
+Added: The invention relates to a product processing and cutting device
+Added: Tengsheng Paper
+Added: July 23, 2021 through July 23, 2031
+Added: The utility model relates to a packaging equipment for pulp waste
+Added: Tengsheng Paper
+Added: October 8, 2021 through October 8, 2031
+Added: The utility model relates to a pulp crushing device
+Added: Tengsheng Paper
24, 2021 through Sep.
−Removed: model relates to a pulp screening and separation device
+Added: The utility model relates to a pulp screening and separation device
+Added: Tengsheng Paper
24, 2021 through Sep.
−Removed: model relates to a pulp raw material processing device
+Added: The utility model relates to a pulp raw material processing device
+Added: Tengsheng Paper
24, 2021 through Sep.
−Removed: model relates to a forming tool for paper pulp products
+Added: The utility model relates to a forming tool for paper pulp products
+Added: Tengsheng Paper
24, 2021 through Sep.
−Removed: model relates to a material mixing device for paper processing
+Added: The utility model relates to a material mixing device for paper processing
+Added: Tengsheng Paper
24, 2021 through Sep.
−Removed: The invention
−Removed: relates to a pulp concentration detecting device
−Removed: 22, 2021 through June 22, 2031
−Removed: model relates to a recycling device for edge material used in paper processing
−Removed: 27, 2021 through August 27, 2031
−Removed: model relates to a pulp filter dehydration device
−Removed: 6, 2020 through August 6, 2031
−Removed: model relates to a storage rack for raw material used in paper processing
−Removed: 6, 2020 through August 6, 2031
−Removed: Tech Packaging has registered the internet domain name, http://www.itpackaging.cn.
+Added: The invention relates to a pulp concentration detecting device
+Added: Tengsheng Paper
+Added: June 22, 2021 through June 22, 2031
+Added: The utility model relates to a recycling device for edge material used in paper processing
+Added: Tengsheng Paper
+Added: August 27, 2021 through August 27, 2031
+Added: The utility model relates to a pulp filter dehydration device
+Added: Tengsheng Paper
+Added: August 6, 2020 through August 6, 2031
+Added: The utility model relates to a storage rack for raw material used in paper processing
+Added: Tengsheng Paper
+Added: August 6, 2020 through August 6, 2031
+Added: Tech Packaging has registered the internet domain name, https://www.itpackaging.cn.
testing, approval, manufacturing, labeling, advertising and marketing, post-approval safety reporting and export of our products are
14 unchanged sentences
the permit in September 1996 and, we have successfully renewed the permit each year by complying with applicable environmental requirements.
−Removed: Water Treatment
+Added: December 24, 2021, the Standing Committee of the National People’s Congress issued Law of the People’s Republic of China
+Added: on the Prevention and Control of Noise Pollution (the “Prevention and Control of Noise Pollution Law”), which became effective
+Added: on June 5, 2022.
+Added: According to the Prevention and Control of Noise Pollution Law, entities subject to the pollutant discharge licensing
+Added: management requirements shall not emit industrial noise without a pollutant discharge permit and shall prevent and control noise pollution
+Added: according to the requirements of the pollutant discharge permit.
+Added: The noise pollution has been included in the Pollution Discharge Permit,
+Added: and we conduct quarterly test on the noise through qualified testing institutions to comply with the laws, which is required by laws.
+Added: Waste Water Treatment
Paper uses a multi-level water recycling process.
51 unchanged sentences
(including exhibits) filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are also
−Removed: available free of charge on our Internet site at http://www.itpackaging.cn as soon as reasonably practicable after such reports are electronically
−Removed: filed with or furnished to the SEC.
−Removed: The information on our website is not, and shall not be deemed to be, a part hereof or incorporated
−Removed: into this or any of our other filings with the SEC.
+Added: available free of charge on our Internet site at https://www.itpackaging.cn as soon as reasonably practicable after such reports are
+Added: electronically filed with or furnished to the SEC.
+Added: The information on our website is not, and shall not be deemed to be, a part hereof
+Added: or incorporated into this or any of our other filings with the SEC.
information regarding our executive officers as of March 23, 2023, see Part III, Item 10, “Directors, Executive Officers and Corporate
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.