What changed in this filing

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Item 9A. Controls and Procedures

2025-04-11 compared with 2024-03-27 · 149 added, 88 removed, 533 unchanged (31% of the section changed)

32 unchanged sentences

participation of our CEO and CFO, performed an evaluation as to whether any change in our internal controls over financial reporting occurred

during the year ended December 31, 2023.

during the quarter ended December 31, 2024.

Based on that evaluation, our CEO and CFO concluded that no change occurred in the Company’s

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The Code of Ethics is currently available at our corporate website at https://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912363688526617528.pdf

Insider Trading Policy

We have adopted the IT Tech

Packaging, Inc.

Insider Trading Policy (the “Insider Trading Policy”), which applies to all directors, officers, employees,

independent contractors, and consultants of the Company and its subsidiaries, as well as certain other persons.

The Insider Trading Policy

is designed to promote compliance with U.S.

federal and state securities laws, rules and regulations and the applicable rules and regulations

of NYSE American, with respect to the purchase, sale and/or disposition of the Company’s securities.

The Insider Trading Policy addresses the implementation of certain

trading blackout periods in the Company’s securities for Company insiders.

A copy of the Insider Trading Policy is filed as Exhibit

19 to this 2024 Form 10-K.

Board Meetings

The Board of Directors and its committees held the following

number of meetings during 2023:

The Board of Directors and its committees

held the following number of meetings during 2024:

Board of Directors

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Nominating Committee

The above table includes meetings held by means of a conference

telephone call and actions taken by unanimous written consent.

Each director attended at least 75% of the total

number of meetings of the Board of Directors and those committees on which he served during the year.

The above table includes

meetings held by means of a conference telephone call and actions taken by unanimous written consent.

Each director attended at

least 75% of the total number of meetings of the Board of Directors and those committees on which he served during the year.

For the fiscal year ended

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Directors or Executive Officers involved in Bankruptcy or Criminal

To our knowledge, during the last ten years, none of our directors

and executive officers (including those of our subsidiaries) has:

● had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either

at the time of the bankruptcy or within two years prior to that time;

● been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor

● been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any

court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any

type of business, securities or banking activities;

● been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures

Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended

● been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated,

of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

To our knowledge, during

the last ten years, none of our directors and executive officers (including those of our subsidiaries) has:

had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses;

been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated;

been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Board Leadership Structure and Role in Risk Oversight

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delegated responsibility for the oversight of specific risks to the committees as follows:

● The Audit Committee oversees the Company’s risk policies and processes relating to the financial

statements and financial reporting processes, as well as key credit risks, liquidity risks, market risks and compliance, and the guidelines,

policies and processes for monitoring and mitigating those risks.

● The Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews our

overall compensation policies for employees.

The Audit Committee oversees the Company’s risk policies and processes relating to the financial statements and financial reporting processes, as well as key credit risks, liquidity risks, market risks and compliance, and the guidelines, policies and processes for monitoring and mitigating those risks.

The Compensation Committee oversees the compensation of our chief executive officer and our other executive officers and reviews our overall compensation policies for employees.

The Nominating Committee oversees risks related to the Company’s governance structure and processes.

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of the copies of such reports received by us, and on written representations by our officers and directors regarding their compliance

with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to the fiscal year

ended December 31, 2023, all such reports were filed timely.

with the applicable reporting requirements under Section 16(a) of the Exchange Act, we believe that, with respect to the fiscal year ended

December 31, 2024, all such reports were filed timely.

Executive Compensation

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rendered in the year 2020.

We do not have change-in-control agreements with any of our directors

or executive officers, and we are not obligated to pay severance or other enhanced benefits to executive officers upon termination of

their employment.

Compensation of Directors

The following table sets forth a summary of compensation paid or entitled

to our directors during the fiscal years ended December 31, 2023 and 2022:

The following table sets

forth a summary of compensation paid or entitled to our directors during the fiscal years ended December 31, 2024 and 2023:

Name and Principal Position

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Outstanding Equity Awards at Fiscal Year-End

There were no option exercises in fiscal year of 2023 or options

outstanding as of December 31, 2023.

There were none outstanding

equity incentive awards held by the named executive officers as of the fiscal year ended December 31, 2024..

Potential payments upon termination

or change-in-control

above, we do not have change-in-control agreements with any of our directors or executive officers, and we are not obligated to pay severance

or other enhanced benefits to executive officers upon termination of their employment.

Recovery of Erroneously Awarded

Policies and Practices for Granting Certain Equity Awards

Our policies and practices

regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the

integrity of our executive compensation program.

The Compensation Committee is responsible for the timing and terms of equity awards to

executives and other eligible employees.

The timing of equity award

grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance

targets, market conditions and internal milestones.

The Company does not follow a predetermined schedule for the granting of equity awards;

instead, each grant is considered on a case-by-case basis to align with the Company’s strategic objectives and to ensure the competitiveness

of our compensation packages.

In determining the timing

and terms of an equity award, the Board or the Compensation Committee may consider material nonpublic information to ensure that such

grants are made in compliance with applicable laws and regulations.

The Board’s or the Compensation Committee’s procedures

to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal

counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information.

The Company is committed to

maintaining transparency in its executive compensation practices and to making equity awards in a manner that is not influenced by the

timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

regularly reviews its policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance

and continue to serve the best interests of the Company and its shareholders.

Pension and Retirement Plans

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and Related Stockholder Matters

The following table sets forth certain information

with respect to the beneficial ownership of our common stock by (i) each director, (ii) our Chief Executive Officer and President and

(iii) all executive officers and directors as a group as of the date of this annual report.

Amount and Nature of Beneficial Ownership

The following table sets

forth certain information with respect to the beneficial ownership of our common stock by (i) each director, (ii) our Chief Executive

Officer and President and (iii) all executive officers and directors as a group as of the date of this annual report.

Amount and Nature of

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Zhenyong Liu, CEO and Director

Jing Hao, CFO

Dahong Zhou, Secretary

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All Directors and Executive Officers as a Group (7 persons)

* Less than 1% of the Company’s issued and outstanding

common shares.

(1) The address of each director and executive officer is c/o Science Park, Juli Road, Xushui District, Baoding City, Hebei Province,

People’s Republic of China.

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

address of each director and executive officer is c/o Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s

Republic of China.

Securities Authorized for Issuance under Equity Compensation Plans

The following table provides information as of December 31,

2023 about our equity compensation plan and arrangements:

2021 Incentive Stock Plan

On November 12, 2021, the

Company’s Annual General Meeting adopted and approved the 2021 Omnibus Equity Incentive Plan of IT Tech Packaging, Inc.(the”2021

Under the 2021 ISP, the Company has reserved a total of 150,000 shares of common stock for issuance as or under awards to

be made to the directors, officers, employees and/or consultants of the Company and its subsidiaries.

All shares of common stock

under the 2021 ISP, including shares originally authorized by equity holders and shares remaining for future issuance as of December 31,

2022, have been issued.

2023 Incentive Stock Plan

On October 31, 2023, the

Company’s Annual General Meeting adopted and approved the 2023 Omnibus Equity Incentive Plan of IT Tech Packaging, Inc.(the”2023

Under the 2023 ISP, the Company has reserved a total of 1,500,000 shares of common stock for issuance as or under awards

to be made to the directors, officers, employees and/or consultants of the Company and its subsidiaries.

All shares of common stock

under the 2023 ISP, including shares originally authorized by equity holders and shares remaining for future issuance as of December 31,

2024, have been reserved.

As of December 31, 2024,

our 2023 Equity Incentive Plan was in effect.

The following table provides

information as of December 31, 2024 about our equity compensation plan and arrangements:

Plan category

securities to

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Certain Relationships and Related Transactions, and Director

The following includes a summary of transactions

since the beginning of fiscal 2023 or any currently proposed transaction, in which we were or are to be a participant and the amount involved

exceeded or exceeds the lesser of $120,000 and 1% of the average of our total assets at December 31, 2023 and 2024 and in which any related

person had or will have a direct or indirect material interest (other than compensation described under “Executive Compensation”):

Loans from our principal shareholder, Chairman and CEO Mr.

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On December 31, 2015, the Company paid off the loan of $2,249,279, together with interest of $391,374 for the period from 2013

Approximately $361,915 and $368,052 of interest were outstanding to Mr.

Zhenyong Liu, which were recorded in other payables and

accrued liabilities as part of the current liabilities in the consolidated balance sheet as of December 31, 2023, and 2022, respectively.

As of December 31, 2024, and 2023, approximately $356,594 and $361,915 of interest were outstanding to Mr.

Zhenyong Liu, respectively,

and these amounts were recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance

sheet for both years.

On December 10, 2014, Mr.

8 unchanged sentences

of December 31, 2024, and 2023, approximately $41,734 and $42,357 of interest were outstanding to Mr.

Zhenyong Liu, which was recorded

in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet.

Zhenyong Liu, respectively, and

these amounts were recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet

for both years.

On March 1, 2015, the Company

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As of December 31, 2024, and 2023, the

outstanding loan balance were $nil and $2,185,569, respectively, and the accrued interest was $194,047 and $197,338, respectively, which

was recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet.

accrued interest was $191,193 and $194,047, respectively, which was recorded in other payables and accrued liabilities as part of the

current liabilities in the consolidated balance sheet for both years.

As of December 31, 2024

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for the years ended December 31, 2024, and 2023, respectively.

The accrued interest owe to the CEO was approximately $598,319 and $608,465,

as of December 31, 2023, and 2022, respectively, which was recorded in other payables and accrued liabilities.

On December 8, 2021, the Company

entered into an agreement with Mr.

Zhenyong Liu, which allows Mr.

Zhenyong Liu to borrow from the Company an amount of $6,507,431 (RMB44,089,085).

As of December 31, 2024, and 2023, the accrued interest owed to the CEO

was approximately $589,521 and $598,319, respectively, and was recorded in other payables and accrued liabilities for both years.

On December 8, 2021, the

Company entered into an agreement with Mr.

Zhenyong Liu, which allowed Mr.

Zhenyong Liu to borrow from the Company an amount of $6,507,431

(RMB44,089,085).

The loan was unsecured and carried a fixed interest rate of 3% per annum.

The loan was repaid by Mr.

Zhenyong Liu in February 2022.

Zhenyong Liu in

February 2022.

In October 2022 and November

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Interest income of the loan for

the year ended December 31, 2023 was $290,275.

the year ended December 31, 2024 and 2023 were $nil and $290,275, repectively.

As of December 31, 2024

and 2022, amount due to shareholder are $727,433, respectively, which represents funds from shareholders to pay for various expenses incurred

and 2023, amount due to shareholder are $nil and $727,433, respectively, which represents funds from shareholders to pay for various expenses

incurred in the U.S.

The amount is due on demand with interest free.

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Our Board of Directors

is charged with reviewing and approving all potential related party transaction whether or not such transactions exceed $120,000.

is charged with reviewing and approving all potential related party transaction to the extent we enter into such transactions.

not adopted other procedures for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.

9 unchanged sentences

We incurred approximately

$207,000 for professional services rendered by our registered independent public accounting firm, WWC, P.C., for the audit and reviews

of the Company’s financial statements for 2023.

We incurred approximately

$191,000 for professional services rendered by our registered independent public accounting firm, WWC, P.C., for the audit and reviews

of the Company’s financial statements for 2022.

$220,000 for professional services rendered by our registered independent public accounting firm, GGF for the audit and reviews of the

Company’s financial statements for 2024.

We incurred approximately

1 unchanged sentence

financial statements for 2023.

We incurred approximately

$207,000 for professional services rendered by our registered independent public accounting firm, WWC, P.C., for the audit and reviews

of the Company’s financial statements for 2023.

Audit-Related Fees

IT Tech Packaging did not incur any audit-related fees to

GGF in 2024 and 2023.

IT Tech Packaging did not incur any audit-related fees to

1 unchanged sentence

IT Tech Packaging did not incur any tax reporting preparation

fees to WWC in 2023.

fees to GGF in 2024 and 2023.

IT Tech Packaging did not incur any tax reporting preparation

67 unchanged sentences

Appointment Letter dated November 3, 2014, by and between IT Tech Packaging, Inc.

and Marco Ku Hon

Wai, incorporated by reference to exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 6, 2014.

and Marco Ku Hon Wai, incorporated by reference to exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on November 6, 2014.

Loan Agreement dated December 2, 2014, by and between IT Tech Packaging, Inc.

1 unchanged sentence

Loan Agreement dated March 1, 2015, by and between IT Tech Packaging, Inc.

and Zhenyong Liu,

incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K filed on March 25, 2015.

and Zhenyong Liu, incorporated by reference to Exhibit 10.25 to our Annual Report on Form 10-K filed on March 25, 2015.

Agreement dated July 1, 2015, among China Orient, Hebei Baoding Dongfang Paper Milling Company Limited, Baoding Shengde Paper Co.,Ltd., Zhenyong Liu, Xiaodong Liu, and Shuangxi Zhao, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July 22, 2015

1 unchanged sentence

Description of Exhibit

Agreement dated December 16, 2019, by and between Hebei Baoding Dongfang Paper Milling Company Limited and Hebei Tengsheng Paper

Co., Ltd, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 17,

Supplement Agreement dated December 16, 2019, by and between Hebei Baoding Dongfang Paper Milling Company Limited and Hebei Tengsheng Paper Co., Ltd, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on December 17, 2019

Letter Agreement dated April 21, 2020, by and between the Company and Maxim Group LLC, incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on May 1, 2020.

5 unchanged sentences

Code of Ethics and Business Conduct, incorporated by reference to the Exhibit 14.1 to our Annual Report on Form10-K filed with the SEC on March 18, 2013

Lists of Subsidiaries

Consent of WWC, P.C.

Certified Accountants.

Letter of WWC, P.C.

Certified Accountants, incorporated by reference to the Exhibit 16.1 to our Current Report on Form 8-K filed with the SEC on March 4, 2024.

Insider Trading Policy

Lists of Subsidiaries , incorporated by reference to Exhibit 21.1 to our Annual Report on Form 10-K filed with the SEC on March 27, 2024.

Consent of GGF CPA LIMITED

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Certification Required Under Section 302 of Sarbanes-Oxley Act of 2002.

Clawback Policy

Clawback Policy, incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the SEC on March 27, 2024.

Inline XBRL Instance Document

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Not applicable.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

March 27, 2024

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned, thereunto duly authorized.

April 11, 2025

IT TECH PACKAGING, INC.

1 unchanged sentence

Chief Executive Officer

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

Pursuant to the requirements

of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

/s/ Zhenyong Liu

Chief Executive Officer and Chairman of the

March 27, 2024

Chief Executive Officer and Chairman of the Board

April 11, 2025

(principal executive officer)

Chief Financial Officer

March 27, 2024

April 11, 2025

(principal financial and accounting officer)

/s/ Fuzeng Liu

March 27, 2024

April 11, 2025

/s/ Marco Ku Hon Wai

March 27, 2024

April 11, 2025

Marco Ku Hon Wai

/s/ Wenbing Christopher Wang

March 27, 2024

April 11, 2025

Wenbing Christopher Wang

March 27, 2024

April 11, 2025

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 9A. Controls and Procedures