What changed in this filing

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Item 1A. Risk Factors

2025-04-11 compared with 2024-03-27 · 138 added, 141 removed, 1319 unchanged (17% of the section changed)

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potential failure to:

● raise adequate capital for expansion and operations;

● implement our business model and strategy and adapt and modify them as needed;

● increase awareness of our brand name, protect our reputation and develop customer loyalty;

● manage our expanding operations and service offerings, including the integration of any future acquisitions;

● maintain adequate control of our expenses;

● anticipate and adapt to changing conditions in paper markets in which we operate as well as the impact

of any changes in government regulations, mergers and acquisitions involving our competitors, technological developments and other significant

competitive and market dynamics.

If we are not successful in addressing any or all of these

risks, our business may be materially and adversely affected.

adequate capital for expansion and operations;

our business model and strategy and adapt and modify them as needed;

awareness of our brand name, protect our reputation and develop customer loyalty;

our expanding operations and service offerings, including the integration of any future acquisitions;

adequate control of our expenses;

and adapt to changing conditions in paper markets in which we operate as well as the impact of any changes in government regulations,

mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.

If we are not successful

in addressing any or all of these risks, our business may be materially and adversely affected.

Dongfang Paper and Baoding Shengde’s failure to compete

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In the event of any future acquisitions, we could:

● issue equity securities which would dilute current stockholders’ percentage ownership;

● incur substantial debt;

● assume contingent liabilities;

● expend significant cash.

equity securities which would dilute current stockholders’ percentage ownership;

substantial debt;

contingent liabilities;

significant cash.

These actions could have

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Acquisitions and investment activities also entail numerous risks, including:

● difficulties in the assimilation of acquired operations, technologies and/or products;

● unanticipated costs associated with the acquisition or investment transaction;

● the diversion of management’s attention from other business concerns;

● adverse effects on existing business relationships with suppliers and customers;

● risks associated with entering markets in which Dongfang Paper has no or limited prior experience;

● the potential loss of key employees of acquired organizations;

● substantial charges for the amortization of certain purchased intangible assets, deferred stock compensation or similar items.

● difficulties

in the assimilation of acquired operations, technologies and/or products;

● unanticipated

costs associated with the acquisition or investment transaction;

diversion of management’s attention from other business concerns;

effects on existing business relationships with suppliers and customers;

associated with entering markets in which Dongfang Paper has no or limited prior experience;

potential loss of key employees of acquired organizations;

● substantial

charges for the amortization of certain purchased intangible assets, deferred stock compensation or similar items.

We cannot ensure that we

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Liu, our directors, are key personnel with rights to indemnification under our Articles of Incorporation.

We are dependent on certain key personnel and loss of

these key personnel could have a material adverse effect on our business, financial condition and results of operations.

We are dependent on certain key personnel

and loss of these key personnel could have a material adverse effect on our business, financial condition and results of operations.

Our success is, to a certain

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Our operating results may fluctuate as a result of factors beyond

Our operating results

may fluctuate significantly in the future as a result of a variety of factors, many of which are beyond our control.

Our operating results may

fluctuate significantly in the future as a result of a variety of factors, many of which are beyond our control.

These factors include:

● the costs of paper products and development;

● the relative speed and success with which we can obtain and maintain customers, merchants and vendors for our products;

● capital expenditure for equipment;

● marketing and promotional activities and other costs;

● changes in our pricing policies, suppliers and competitors;

● the ability of our suppliers to provide products in a timely manner to their customers;

● changes in operating expenses;

● increased competition in the paper markets;

● other general economic and seasonal factors.

costs of paper products and development;

relative speed and success with which we can obtain and maintain customers, merchants and vendors for our products;

expenditure for equipment;

and promotional activities and other costs;

in our pricing policies, suppliers and competitors;

ability of our suppliers to provide products in a timely manner to their customers;

in operating expenses;

competition in the paper markets;

general economic and seasonal factors.

We face risks related to product liability claims.

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As a result, our business, financial condition and operating results could suffer.

A material disruption at one of our manufacturing facilities

could prevent us from meeting customer demand, reduce our sales, and/or negatively affect our net income.

Any of our manufacturing facilities, or any of

our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events, including:

● maintenance outages;

● prolonged power failures;

● an equipment failure, including any malfunction of our waste water treatment facilities;

● disruption in the supply of raw materials, such as wood fiber, energy, or chemicals;

● a chemical spill or release;

● closure because of environmental-related concerns;

● explosion of a boiler;

● the effect of a drought or reduced rainfall on our water supply;

● disruptions in the transportation infrastructure, including roads, bridges, railroad tracks, and tunnels;

● fires, floods, earthquakes, hurricanes, epidemic or other catastrophes;

● terrorism or threats of terrorism;

● labor difficulties;

● other operational problems.

If any of the abovementioned events were to occur,

we may be unable to meet customer demand, which may adversely affect our sales and net income.

A material disruption at one of our manufacturing

facilities could prevent us from meeting customer demand, reduce our sales, and/or negatively affect our net income.

Any of our manufacturing

facilities, or any of our machines within an otherwise operational facility, could cease operations unexpectedly due to a number of events,

● maintenance

power failures;

equipment failure, including any malfunction of our waste water treatment facilities;

in the supply of raw materials, such as wood fiber, energy, or chemicals;

chemical spill or release;

because of environmental-related concerns;

effect of a drought or reduced rainfall on our water supply;

● disruptions

in the transportation infrastructure, including roads, bridges, railroad tracks, and tunnels;

floods, earthquakes, hurricanes, epidemic or other catastrophes;

or threats of terrorism;

difficulties;

operational problems.

If any of the abovementioned

events were to occur, we may be unable to meet customer demand, which may adversely affect our sales and net income.

Our certificates, permits, and licenses

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agency before the expiration.

The failure by us to maintain or obtain

any certificate, permit, and license necessary for our operations or the failure by us to obtain the renewal of any such certificate,

The failure by us to maintain

or obtain any certificate, permit, and license necessary for our operations or the failure by us to obtain the renewal of any such certificate,

permit or license may materially and adversely affect our business, prospects, financial condition and results of operation.

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may be harmed.

In order to remain

competitive, from time to time we have to adjust the prices of our products to remain competitive.

We may not have available sufficient

financial or other resources to continue to make investments necessary to maintain our competitive position.

If we fail to introduce enhancements

to our existing products or to develop new products, our business and results of operations could be adversely affected.

We believe that

our future success depends in part on our ability to enhance our existing products and develop new products in order to continue to meet

customer demand.

Our failure to introduce new or enhanced products on a timely and cost-competitive basis, or the development of processes

that make our existing products obsolete, could harm our business and results of operations.

We have limited insurance coverage and may incur losses resulting

from product liability claims or business interruptions.

In order to remain competitive,

from time to time we have to adjust the prices of our products to remain competitive.

We may not have available sufficient financial or

other resources to continue to make investments necessary to maintain our competitive position.

If we fail to introduce enhancements to

our existing products or to develop new products, our business and results of operations could be adversely affected.

We believe that our future

success depends in part on our ability to enhance our existing products and develop new products in order to continue to meet customer

Our failure to introduce new or enhanced products on a timely and cost-competitive basis, or the development of processes that

make our existing products obsolete, could harm our business and results of operations.

We have limited insurance coverage and may

incur losses resulting from product liability claims or business interruptions.

As the insurance industry

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substantial costs and diversion of resources, which would have an adverse effect on our business and results of operations.

Our failure to protect our intellectual property rights

may undermine our competitive position, and external infringements of our intellectual property rights may adversely affect our business.

Our failure to protect our intellectual

property rights may undermine our competitive position, and external infringements of our intellectual property rights may adversely affect

our business.

Our success and ability

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different from our belief stated herein.

Recent greater oversight by the

Cyberspace Administration of China, or the “CAC,” over data security, particularly for companies seeking to list on a foreign

exchange, could adversely impact the business of us, the consolidated VIE and its subsidiary and investing in our securities.

Recent greater oversight by the Cyberspace

Administration of China, or the “CAC,” over data security, particularly for companies seeking to list on a foreign exchange,

could adversely impact the business of us, the consolidated VIE and its subsidiary and investing in our securities.

On December 28, 2021, the

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Error or malfeasance

or other irregularities may also result in the failure of our or our third-party service providers’ cybersecurity measures and may give

rise to a cybersecurity incident.

The techniques used to conduct security breaches and cyber-attacks, as well as the sources and targets

of these attacks, change frequently and may not be recognized until launched against us or our third-party service providers.

third-party service providers may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types of

cyber-attacks.

The primary risks that could directly result from the occurrence of security breaches and cyber-attacks include operational

interruption, financial losses, personal information leakage and non-compliance.

The occurrence of such incidents could negatively impact

our business operations and our relationships with customers and employees, and damage our reputation.

If we or our third-party service

providers are unable to avert security breaches and cyber-attacks, we could incur significantly higher costs, including remediation costs

to repair damage caused by the breach, costs to deploy additional personnel and network protection technologies, train employees and engage

third-party experts and consultants, as well as litigation costs resulting from the incident.

These costs, which could be material, could

adversely impact our results of operations in the period in which they are incurred and may not meaningfully limit the success of future

attempts to breach our information technology systems.

or other irregularities may also result in the failure of our or our third-party service providers’ cybersecurity measures and may

give rise to a cybersecurity incident.

The techniques used to conduct security breaches and cyber-attacks, as well as the sources and

targets of these attacks, change frequently and may not be recognized until launched against us or our third-party service providers.

We or our third-party service providers may not have the resources or technical sophistication to anticipate or prevent rapidly evolving

types of cyber-attacks.

The primary risks that could directly result from the occurrence of security breaches and cyber-attacks include

operational interruption, financial losses, personal information leakage and non-compliance.

The occurrence of such incidents could negatively

impact our business operations and our relationships with customers and employees, and damage our reputation.

If we or our third-party

service providers are unable to avert security breaches and cyber-attacks, we could incur significantly higher costs, including remediation

costs to repair damage caused by the breach, costs to deploy additional personnel and network protection technologies, train employees

and engage third-party experts and consultants, as well as litigation costs resulting from the incident.

These costs, which could be material,

could adversely impact our results of operations in the period in which they are incurred and may not meaningfully limit the success of

future attempts to breach our information technology systems.

Our business may be subject to a variety of PRC laws and other

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which could materially and adversely affect our business, financial condition, and results of operations.

Changes in the policies of the PRC government could have

a significant impact upon the business we may be able to conduct in the PRC and the profitability of such business.

Changes in the policies of the PRC government

could have a significant impact upon the business we may be able to conduct in the PRC and the profitability of such business.

Our business operations,

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laws or regulations, they would have broad discretion in dealing with such a violation, including, without limitation:

● levying fines;

● revoking Dongfang Paper’s business and other licenses;

● requiring that we restructure our ownership or operations;

● requiring that we discontinue any portion or all of our business.

Among the material laws that we are subject to

are the Price Law of The People’s Republic of China, Measurement Law of The People’s Republic of China, Tax Law, Environmental

Protection Law, Contract Law, Patent Law, Accounting Laws and Labor Law.

A slowdown, inflation or other adverse developments in the PRC

economy may harm our customers and the demand for our services and products.

Dongfang Paper’s business and other licenses;

that we restructure our ownership or operations;

that we discontinue any portion or all of our business.

Among the material laws

that we are subject to are the Price Law of The People’s Republic of China, Measurement Law of The People’s Republic of China,

Tax Law, Environmental Protection Law, Contract Law, Patent Law, Accounting Laws and Labor Law.

A slowdown, inflation or other adverse developments

in the PRC economy may harm our customers and the demand for our services and products.

All of our operations are

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31, 2024, the cash flows occurred between IT Tech Packaging, its subsidiaries and the VIE included (i) loans in the amount of $1,059,480

provided by Baoding Shengde to Tengsheng Paper;

(ii) loans in the amount of $2,822,666 provided by Baoding Shengde to Dongfang Paper;

(iii) the payment in the amount of 5,468,122 made by Dongfang Paper to Baoding Shengde for purchase of raw materials;

and (iv) funding

through Shengde Holdings Inc.

to Qianrong, with an amount of $500,000 as capital contributions.

We do not have an established cash management

policy that dictates how funds are transferred between us, our PRC Subsidiaries, consolidated VIE and its subsidiary.

We do not, at this

time, intend to distribute earnings or settle amounts owed under the VIE Agreements.

provided by Dongfang Paper to Baoding Shengde;

and (ii) repayment of shareholder loans in the total amount of $727,433 on behalf of IT

Tech Packaging Inc.

We do not have an established cash management policy that dictates how funds are transferred between us, our PRC Subsidiaries,

consolidated VIE and its subsidiary.

We do not, at this time, intend to distribute earnings or settle amounts owed under the VIE Agreements.

In the future, cash proceeds

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to our business, pay dividends or otherwise fund and conduct our business.

In addition, the

Enterprise Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends

payable by Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements

between the PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated.

Governmental control of currency conversion may limit our ability

to utilize our revenues effectively and affect the value of investors’ investment.

In addition, the Enterprise

Income Tax Law and its implementation rules provide that a withholding tax rate of up to 10% will be applicable to dividends payable by

Chinese companies to non-PRC-resident enterprises unless otherwise exempted or reduced according to treaties or arrangements between the

PRC central government and governments of other countries or regions where the non-PRC resident enterprises are incorporated.

Governmental control of currency conversion

may limit our ability to utilize our revenues effectively and affect the value of investors’ investment.

The PRC government imposes

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an even more flexible currency policy, which could result in a further and more significant depreciation of the Renminbi against the U.S.

Failure to comply with PRC regulations relating to the

establishment of offshore special purpose companies by PRC residents may materially adversely affect us.

Failure to comply with PRC regulations relating

to the establishment of offshore special purpose companies by PRC residents may materially adversely affect us.

The PRC State Administration

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by governmental authorities.

The M&A Rules and certain other

PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more

difficult for us to pursue growth through acquisitions in China.

The M&A Rules and certain other PRC

regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult

for us to pursue growth through acquisitions in China.

Among other things, the

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ability to expand our business or maintain our market share.

The PRC’s legal and judicial system may not adequately

protect our business and operations and the rights of foreign investors.

The PRC’s legal and judicial system

may not adequately protect our business and operations and the rights of foreign investors.

The PRC legal and judicial

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Federal securities laws or otherwise.

It may be difficult for overseas regulators to conduct investigation

or collect evidence within China.

It may be difficult for overseas regulators

to conduct investigation or collect evidence within China.

Shareholder claims or regulatory

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their interests.

We may be required to broaden the coverage of the mandatory social

security insurance programs under the Labor Law of the PRC.

We may be required to broaden the coverage

of the mandatory social security insurance programs under the Labor Law of the PRC.

The PRC Labor Law, effective

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Risks Related to Our Corporate Structure

Our current corporate structure and business operations may be

affected by the newly enacted Foreign Investment Law.

Our current corporate structure and business

operations may be affected by the newly enacted Foreign Investment Law.

On March 15, 2019, the National

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to enter into similar agreements with other parties, we will lose control of Dongfang Paper.

Because we rely on the consulting services agreement

with Dongfang Paper for essentially all of our revenue and cash flows, any difficulty for Dongfang Paper to pay consulting fees to Baoding

Shengde under the consulting agreement may have a material adverse effect on our operations.

Because we rely on the consulting services

agreement with Dongfang Paper for essentially all of our revenue and cash flows, any difficulty for Dongfang Paper to pay consulting fees

to Baoding Shengde under the consulting agreement may have a material adverse effect on our operations.

We are a holding company

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service providers.

If the PRC government determines

that the contractual agreements constituting part of our VIE structure do not comply with applicable PRC regulations , or if these regulations

If the PRC government determines that the

contractual agreements constituting part of our VIE structure do not comply with applicable PRC regulations , or if these regulations

change or are interpreted differently in the future, we may be unable to assert our contractual rights over the assets of the VIE, and

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the assets of our PRC Subsidiaries that conduct all or substantially all of our business operations.

The contractual arrangements under a VIE Structure may

not be as effective as direct ownership in respect of our relationship with the VIE, and thus, we may incur substantial costs to enforce

the terms of the arrangements, which we may not be able to enforce at all.

The contractual arrangements under a VIE

Structure may not be as effective as direct ownership in respect of our relationship with the VIE, and thus, we may incur substantial

costs to enforce the terms of the arrangements, which we may not be able to enforce at all.

The contractual arrangements

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be affected, which would in turn result in a material adverse effect on the business, operations and financial condition.

The shareholders of Dongfang Paper may have actual or potential

conflicts of interests with us, which may adversely affect our business.

The shareholders of Dongfang Paper may have

actual or potential conflicts of interests with us, which may adversely affect our business.

As of the date of this annual

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and stock ownership and their interests may differ from other stockholders.

As of March 27, 2024, there

As of April 11, 2025, there

were 10,065,920 shares of our common stock issued and outstanding.

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

What changed 10-K

Item 1A. Risk Factors