UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
| Filed by the Registrant |
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| Filed by a Party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for the use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
IT TECH PACKAGING, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other
Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Fee paid previously with preliminary materials. |
IT TECH PACKAGING, INC.
Science Park, Juli Road
Xushui District, Baoding City
Hebei Province, People’s Republic of China 072550
September 6, 2024
Dear Stockholders:
On behalf of the Board of Directors of IT Tech
Packaging, Inc., a Nevada corporation (the “Company” or “we”), I invite you to attend our 2024 Annual Meeting
of Stockholders (the “Annual Meeting”). We hope you can join us. The Annual Meeting will be held:
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At: |
Wei County Production Base, IT Tech Packaging, Inc.,
Industrial Park, Wei County, Hebei Province, China 054700 |
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On: |
October 31, 2024 |
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Time: |
10 a.m. local time (10 p.m. ET, October 30, 2024) |
The Notice of Annual Meeting of Stockholders,
the Proxy Statement and the proxy card accompany this letter are also available, together with our Annual Report for the fiscal year ended
December 31, 2023, at www.itpackaging.cn.
As discussed in the enclosed Proxy Statement,
the Annual Meeting will be devoted to the election of directors, the ratification of the appointment of GGF CPA Limited as our independent
registered public accounting firm for the fiscal year ending December 31, 2024, to conduct an advisory vote on executive compensation,
to conduct an advisory vote on the frequency of future advisory votes on executive compensation, and consideration of any other business
matters properly brought before the Annual Meeting.
We know that many of our stockholders will be
unable to attend the Annual Meeting. We are soliciting proxies so that each stockholder has an opportunity to vote on all matters that
are scheduled to come before the stockholders at the Annual Meeting. Whether or not you plan to attend, please take the time now to read
the Proxy Statement and vote by submitting by mail a paper copy of your proxy or vote instructions, so that your shares are represented
at the meeting. You may also revoke your proxy or vote instructions and change your vote at any time prior to the Annual Meeting. Regardless
of the number of Company shares you own, your presence in person or by proxy is important for quorum purposes and your vote is important
for proper corporate action.
Thank you for your continuing interest in IT Tech
Packaging, Inc.. We look forward to seeing you at the Annual Meeting.
If you have any questions about the Proxy Statement,
please contact us at IT Tech Packaging, Inc., Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s Republic
of China 072550.
| Sincerely, |
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| /s/ Zhenyong Liu |
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| Zhenyong Liu |
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| Chairman and Chief Executive Officer |
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TABLE OF CONTENTS
IT TECH PACKAGING, INC.
Science Park, Juli Road
Xushui District, Baoding City
Hebei Province, People’s Republic of China 072550
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 31, 2024
To the Stockholders of IT Tech Packaging, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of IT
Tech Packaging, Inc., a Nevada corporation (the “Company”), will be held at Wei County Production Base, IT Tech Packaging
Inc., Industrial Park, Wei County, Hebei Province, China 054700 on October 31, 2024, at 10 a.m. local time (10 p.m. ET, October 30, 2024),
for the following purposes:
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1. |
To elect three directors in Class II to serve on the Board of Directors of the Company, with such Class II directors to serve until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until his or her earlier resignation, removal or death; |
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2. |
To conduct a “say-on-pay” advisory vote to approve executive compensation;
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3. |
To conduct an advisory vote on the frequency of future advisory votes on executive compensation; |
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To ratify the appointment of GGF CPA Limited as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
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To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof. |
The Board has fixed the close of business on September
6, 2024 as the record date for the meeting and only holders of shares of record at that time will be entitled to notice of and to vote
at the Annual Meeting or any adjournment or adjournments thereof.
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By Order of the Board of Directors. |
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/s/ Zhenyong Liu |
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Zhenyong Liu |
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Chairman and Chief Executive Officer |
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Hebei Province, PRC
September 6, 2024 |
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IMPORTANT
IF YOU CANNOT PERSONALLY ATTEND THE ANNUAL MEETING, IT IS REQUESTED
THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES OF AMERICA.
PLEASE NOTE: IF YOUR SHARES ARE HELD IN STREET NAME, YOUR BROKER,
BANK, CUSTODIAN, OR OTHER NOMINEE HOLDER CANNOT VOTE YOUR SHARES IN THE ELECTION OF DIRECTORS UNLESS YOU DIRECT THE NOMINEE HOLDER HOW
TO VOTE, BY RETURNING YOUR PROXY CARD OR BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD TO VOTE BY TELEPHONE OR INTERNET.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 31, 2024. THIS PROXY STATEMENT AND THE COMPANY’S 2023 ANNUAL REPORT TO
THE STOCKHOLDERS WILL BE AVAILABLE AT WWW.ITPACKAGING.CN.
IT TECH PACKAGING, INC.
Science Park, Juli Road,
Xushui District, Baoding City
Hebei Province, People’s Republic of China 072550
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 31, 2024
Date, Time and Place of the Annual Meeting
The enclosed proxy is solicited by the Board of
Directors (the “Board”) of IT Tech Packaging, Inc., a Nevada corporation (the “Company”), in connection with the
Annual Meeting of Stockholders to be held at Wei County Production Base, IT Tech Packaging, Inc., Industrial Park, Wei County, Hebei Province,
People’s Republic of China 054700 on October 31, 2024, at 10 a.m. local time (10 p.m. ET, October 30, 2024), and any adjournments
thereof, for the purposes set forth in the accompanying Notice of Meeting.
The principal executive office of the Company
is Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s Republic of China 072550, and its telephone
number, including area code, is 86-312-8698215.
Purpose of the Annual Meeting
At the Annual Meeting, you will be asked to consider
and vote upon the following matters:
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1. |
To elect three directors in Class II to serve on the Board, with such Class II directors to serve until the 2026 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until their earlier resignation, removal or death; |
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2. |
To conduct a “say-on-pay” advisory vote to approve executive
compensation;
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3. |
To conduct an advisory vote on the frequency of future advisory votes on executive compensation; |
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4. |
To ratify the appointment of GGF CPA Limited as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and |
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5. |
To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof. |
Voting Rights and Revocation of Proxies
The record date with respect to this solicitation
is the close of business on September 6, 2024 (the “Record Date”) and only stockholders of record at that time will be entitled
to vote at the Annual Meeting and any adjournment or adjournments thereof.
The shares of the Company’s common stock
(“Common Stock”) represented by all validly executed proxies received in time to be taken to the meeting and not previously
revoked will be voted at the meeting. This proxy may be revoked by the stockholder at any time prior to its being voted by filing with
the Secretary of the Company either a notice of revocation or a duly executed proxy bearing a later date. We intend to release this Proxy
Statement and the enclosed proxy card to our stockholders on or about September 17, 2024.
Dissenters’ Right of Appraisal
Holders of shares of our Common Stock do not have
appraisal rights under Nevada law or under the governing documents of the Company in connection with this solicitation.
Outstanding Shares and Quorum
The number of outstanding shares of Common Stock entitled
to vote at the meeting is 10,065,920. Each share of Common Stock is entitled to one vote. The presence in person or by proxy at the Annual
Meeting of the holders of 3,355,308 shares, or one third of the number of outstanding shares of Common Stock, will constitute a quorum.
There is no cumulative voting. Shares that abstain or for which the authority to vote is withheld on certain matters (so-called “broker
non-votes”) will be treated as present for quorum purposes on all matters.
Broker Non-Votes
Holders of shares of our Common Stock that are
held in street name must instruct their bank or brokerage firm that holds their shares how to vote their shares. If a shareholder does
not give instructions to his or her bank or brokerage firm, it will nevertheless be entitled to vote the shares with respect to “routine”
items, but it will not be permitted to vote the shares with respect to “non-routine” items. In the case of a non-routine item,
such shares will be considered “broker non-votes” on that proposal.
Each of Proposal 1(election of directors), Proposal
2 (advisory vote on executive compensation) and Proposal 3 (advisory vote on frequency of future advisory votes on executive compensation)
is a matter that we believe will be considered “non- routine.” Proposal 4 (ratification of the appointment of independent
registered public accounting firm) is a matter we believe will be considered “routine.”
Banks or brokerages cannot use discretionary authority
to vote shares on Proposal 1 (election of directors), Proposal 2 (advisory vote on executive compensation) or Proposal 3 (advisory vote
on frequency of future advisory votes on executive compensation) if they have not received instructions from their clients. Please submit
your vote instruction form so your vote is counted.
Required Votes for Each Proposal to Pass
Assuming the presence of a quorum at the Annual
Meeting:
| Proposal |
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Vote Required |
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Broker
Discretionary
Vote Allowed |
| Election of Class II Directors |
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Plurality of the votes cast (the three directors receiving the most “For” votes) |
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No |
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| Advisory vote to approve executive compensation |
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A majority of the votes cast |
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No |
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| Advisory vote on frequency of future advisory votes on executive compensation |
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Plurality of the votes cast (the option receiving the most “For” votes) |
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No |
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| Ratification of the Appointment of GGF CPA Limited as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2024 |
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A majority of the votes cast |
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Yes |
Because an abstention is considered to be a vote
cast on a proposal, an abstention is equivalent to a “no” vote on Proposal 2. With regard to the advisory vote on executive
compensation (Proposal 2), it will not be binding on either the Board of Directors or the Company. However, the Company’s Compensation
Committee will take into account the outcome of the shareholder vote on this proposal at the Annual Meeting when considering future executive
compensation arrangements. In addition, your non-binding advisory votes described in this Proposal 2 and below in Proposal 3 will not
be construed (1) as overruling any decision by the Board of Directors, any Board committee or the Company relating to the compensation
of the named executive officers or (2) as creating or changing any fiduciary duties or other duties on the part of the Board of Directors,
any Board committee or the Company.
With regard to the advisory vote on the
frequency of future advisory votes on executive compensation (Proposal 3), votes on the preferred voting frequency may be cast by choosing
the option of one year, two years, three years, or “abstain” in response to this proposal. Votes cast on this proposal is
not a vote to approve or disapprove the Board’s recommendation but rather is a vote to select one of the options described in the
preceding sentence. The option of one year, two years or three years that receives the highest number of votes cast by shareholders will
be the frequency of the advisory vote on executive compensation that has been recommended by the shareholders. However, because this vote
is advisory and not binding on either the Board of Directors or the Company, the Board of Directors may subsequently decide that it is
in the best interests of the Company and its shareholders to hold an advisory vote on executive compensation that differs in frequency
from the option that received the highest number of votes from the Company’s shareholders at the Annual Meeting.
Voting Procedures
In voting by proxy with regard to the election
of directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or withhold your votes as to specific nominees.
With regard to other proposals, you may vote in favor of each proposal or against each proposal, or in favor of some proposals and against
others, or you may abstain from voting on any or all of the proposals. You should specify your respective choices on the accompanying
proxy card or your vote instruction form.
Solicitation of Proxies
The solicitation of proxies is made by the Company.
The expenses of solicitation of proxies will be paid by the Company. We may solicit proxies by mail, and the officers and employees of
the Company may solicit proxies personally or by telephone and will receive no extra compensation from such activities. The Company will
reimburse brokerage houses and other nominees for their expenses incurred in sending proxies and proxy materials to the beneficial owners
of shares held by them.
Delivery of Proxy Materials to Households
Only one copy of the Company’s 2023 Annual
Report and this Proxy Statement will be delivered to an address where two or more stockholders reside with the same last name or whom
otherwise reasonably appear to be members of the same family based on the stockholders’ prior express or implied consent.
We will deliver promptly upon written or oral
request a separate copy of the 2023 Annual Report and this Proxy Statement upon such request. If you share an address with at least one
other stockholder, currently receive one copy of our Annual Report and Proxy Statement at your residence, and would like to receive a
separate copy of our Annual Report and Proxy Statement for future stockholder meetings of the Company, please specify such request in
writing and send such written request to IT Tech Packaging, Inc., Science Park, Juli Road, Xushui District, Baoding City, Hebei Province,
People’s Republic of China 072550; Attention: Secretary.
If you share an address with at least one other
stockholder and currently receive multiple copies of Annual Report and Proxy Statement, and you would like to receive a single copy of
Annual Report and Proxy Statement, please specify such request in writing and send such written request to IT Tech Packaging, Inc., Science
Park, Juli Road, Xushui County, Baoding City, Hebei Province, People’s Republic of China 072550; Attention: Secretary.
Interest of Officers and Directors in Matters to Be Acted Upon
Except for the election to the Board of the three
nominees set forth herein, none of our officers or directors has any interest in any of the matters to be acted upon at the Annual Meeting.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information
with respect to the beneficial ownership of our voting securities by (i) any person or group owning more than 5% of any class of voting
securities, (ii) each director, (iii) our Chief Executive Officer and (iv) all executive officers and directors as a group as of the date
hereof.
Amount and Nature of Beneficial Ownership
| Title of Class | |
Name
and
Address of
Beneficial Owner | |
Amount
and Nature
of Beneficial
Ownership | | |
Percentage
of
Common
Stock | |
| Directors and Executive Officers | |
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| | |
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| Common Stock | |
Zhenyong Liu, CEO and Director | |
| 536,484 | | |
| 5.3 | % |
| Common Stock | |
Jing Hao, CFO | |
| 1,000 | | |
| * | |
| Common Stock | |
Dahong Zhou, Secretary | |
| 0 | | |
| 0 | |
| Common Stock | |
Marco Ku Hon Wai, Director | |
| 750 | | |
| * | |
| Common Stock | |
Fuzeng Liu, Director | |
| 500 | | |
| * | |
| Common Stock | |
Wenbing Christopher Wang, Director | |
| 2,982 | | |
| * | |
| Common Stock | |
Lusha Niu, Director | |
| 0 | | |
| 0 | |
| All Directors and Executive Officers as a Group (7 persons) | |
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| 541,716 | | |
| 5.3 | % |
| * | Less than 1% of the Company’s issued and outstanding
common shares. |
PROPOSAL 1: ELECTION OF DIRECTORS
Nominees for Director
At the Annual Meeting, three directors in Class
II , Zhenyong Liu, Fuzeng Liu and Lusha Niu are up for re-election, with such Class II directors to serve until the 2026 Annual Meeting
of Stockholders and until their respective successors have been elected and has qualified, or until their earlier resignation, removal
or death. If for some unforeseen reason one or more of the nominees is not available as a candidate for director, the proxies may be voted
for such other candidate or candidates as may be nominated by the Board.
The following table sets forth the positions and
offices presently held with the Company by each nominee, their age as of the Record Date, and the year in which he became a director.
Proxies not marked to the contrary will be voted in favor of each such nominee’s election.
| Name | |
Age | | |
Position with the Company | |
Director Since |
| Zhenyong Liu | |
| 61 | | |
Director, Chairman of the Board | |
November 2007 |
| Fuzeng Liu | |
| 75 | | |
Director | |
November 2007 |
| Lusha Niu | |
| 45 | | |
Director | |
October 2016 |
The following is a summary of the biographical
information of our director-nominees:
Zhenyong Liu. Mr. Zhenyong Liu became a
member of the Board, and was appointed as Chairman of the Board on November 30, 2007. Mr. Liu has also served as the Company’s Chief
Executive Officer since November 16, 2007, and serves as Chairman of Hebei Baoding Dongfang Paper Milling Company Limited (Dongfang Paper),
a position he has held since 1996. From 1990 to 1996, he served as Plant Director of Xinxin Paper Milling Factory in Xushui District.
Mr. Liu served as General Manager of the East Central Household Appliance Purchases and Supply Station from 1980 to 1989.
Fuzeng Liu. Mr. Fuzeng Liu has been a member
of the Board since November 30, 2007. Mr. Liu has also served as Vice President of Dongfang Paper since 2002. Previously, he served as
Deputy Secretary of the Traffic Bureau of Xushui District from 1992 to 2002 and as Party Secretary of Dayin Town, Xushui District from
1988 to 1992.Mr. Liu also served as Head of the Cuizhuang Town, Xushui District from 1984 to 1988. From 1977 to 1984, Mr. Liu worked at
the committee office of Xushui District.
Lusha Niu. Ms. Niu has been a member of
the Board since October 2016. Ms. Niu is a public relations veteran with strong background in international business and finance. Since
September 2013, Ms. Niu has been the Director of Corporate Communications and Public Affairs, Asia Lead of Financial Communication at
MSL GROUP, a global public communications firm. From August 2008 until August 2013, Ms. Niu was an Associate Director at APCO Worldwide,
a Washington D.C. based global public affairs consulting firm. Ms. Niu also served as a Consulting Analyst with BDA Consulting, advising
global institutional investors on their China deal strategy. Ms. Niu holds a Master’s degree in Finance from the University of Colorado.
The Board believes that each of the Company’s
director-nominees is highly qualified to serve as a member of the Board. Each of the director-nominees has contributed to the mix of skills,
core competencies and qualifications of the Board. When evaluating candidates for election to the Board, the Board seeks candidates with
certain qualities that it believes are important, including integrity, an objective perspective, good judgment, leadership skills. Each
of the director-nominees has contributed to the mix of skills, core competencies and qualifications of the Board. Our director-nominees
are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are highly relevant
positions.
Term of Office
If elected, the director-nominees in Class II,
Zhenyong Liu, Fuzeng Liu and Lusha Niu, will serve for a two-year term until the 2026 Annual Meeting of Stockholders and until their respective
successors have been elected and has qualified, or until their earlier resignation, removal or death.
Vote Required and Board of Directors’ Recommendation
The nominees receiving a plurality of the votes
cast will be elected to the Board. If your shares are held in street name, your broker, bank, custodian, or other nominee holder cannot
vote your shares on this proposal, unless you direct the holder how to vote, by marking your proxy card. For purposes of the election
of directors, abstentions and broker non-votes will have no effect on the result of the vote.
The Board recommends a vote FOR the election
of all the above director-nominees.
DIRECTORS AND OFFICERS
Set forth below is certain information regarding
our directors and executive officers. The Board is comprised of five directors, and is divided into two classes, Class I and Class II.
The following table sets forth certain information
with respect to our directors and executive officers:
| Name |
|
Age |
|
Position/Title |
| Zhenyong Liu |
|
61 |
|
Chief Executive Officer and Chairman of the Board (Class II) |
| Jing Hao |
|
41 |
|
Chief Financial Officer |
| Dahong Zhou |
|
45 |
|
Secretary |
| Marco Ku Hon Wai |
|
50 |
|
Director (Class I) |
| Wenbing Christopher Wang |
|
53 |
|
Director (Class I) |
| Fuzeng Liu |
|
75 |
|
Director (Class II) |
| Lusha Niu |
|
45 |
|
Director (Class II) |
The Directors in Class II, Zhenyong Liu, Fuzeng
Liu, and Lusha Niu, will serve until this Annual Meeting of stockholders and until their respective successors have been elected and have
qualified, or until their earlier resignation, removal or death. The directors elected in Class I, Marco Ku Hon Wai and Wenbing Christopher
Wang, will serve until the 2025 Annual Meeting and until their respective successors have been elected and have qualified, or until their
earlier resignation, removal or death. At the Annual Meeting, the class of Directors to be elected (Class II this year) will be elected
for a two-year term. Our officers serve at the discretion of the Board.
Set forth below is biographical information about
our current directors and executive officers other than the three Class II directors nominated for election. The biographical information
about the Class II directors is set forth above under the heading “Proposal 1: Election of Directors — Nominees for Directors”
Marco Ku Hon Wai. Mr. Marco Ku Hon Wai
has served on the Board since November 3, 2014. Mr. Ku founded Sensible Investment Company Limited in 2013, an investment consulting firm
based in Hong Kong. He was previously Chief Financial Officer of China Marine Food Group Limited (OTC: CMFO) from July 2007 to October
2013. Prior to his position at China Marine Food Group Limited, Mr. Ku co-founded KISS Catering Group, a food and beverage business in
Beijing from October 2005 to April 2007. Mr. Ku worked at KPMG LLP from 1996 to 2000, where his last held position was Assistant Manager.
Mr. Ku received a bachelor’s degree in finance from the Hong Kong University of Science and Technology in 1996, and is currently
a fellow member of the Hong Kong Institute of Certified Public Accountants.
Wenbing Christopher Wang. Mr. Wenbing Christopher
Wang has served on the Board since October 28, 2009. Mr. Wang served as Chief Financial Officer of Phoenix Motor Inc. (Nasdaq: PEV) from
June 2021 to March 2024. Mr. Wang served as the senior vice president of finance of SPI Energy Co., Ltd (Nasdaq: SPI) and interim CFO
of Phoenix Motor Inc. from November 2020 to June 2021. Prior to joining SPI, Mr. Wang served as Chief Executive Officer of Redwood Group
International, a Hong Kong-based merchant bank focused on Greater-China growth and venture opportunities, from February 2017 to November
2020, and a partner with SAIF Xinhuihuang Asset Management Co., Ltd. from December 2018 to March 2020. Prior to that, Mr. Wang served
as President of Fushi Copperweld, Inc. (previously NasdaqGS: FSIN) from 2009 to 2016 and its Chief Financial Officer from 2005 to 2010.
Prior to that, Mr. Wang worked for Cornerstone China Opportunities Fund, Redwood Capital, Credit Suisse, VCChina from 2001 to 2005 with
progressive responsibilities. Mr. Wang obtained a BSc from the University of Science and Technology Beijing and an MBA degree in Finance
and Corporate Accounting from the University of Rochester.
The Board believes that each of the Company’s
directors is highly qualified to serve as a member of the Board. Each of the directors has contributed to the mix of skills, core competencies
and qualifications of the Board of Directors. When evaluating candidates for election to the Board, the Nominating Committee seeks candidates
with certain qualities that it believes are important, including integrity, an objective perspective, good judgment, and leadership skills.
Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success in what we believe are
highly relevant positions. Some of our directors have served in our operating entity, Hebei Baoding Dongfang Paper Milling Company Limited,
for many years and benefit from an intimate knowledge of our operations and corporate philosophy.
Jing Hao. Ms. Jing Hao was appointed as
our Chief Financial Officer on November 3, 2014. Ms. Hao previously served as the Company’s Chief Financial Officer from November
2007 until April 2009. In addition, Ms. Hao has served as Chief Financial Officer of Hebei Baoding Dongfang Paper Milling Company Limited
(Dongfang Paper) since 2006. Prior to that, she was Manager of Finance for Dongfang Paper from 2005 to 2006.
Dahong Zhou. Ms. Dahong Zhou was appointed
as our Secretary on November 16, 2007. Ms. Zhou also serves as Executive Manager of Hebei Baoding Dongfang Paper Milling Company Limited
(Dongfang Paper), a position she has held since 2006.
The following of our directors held directorships
in other reporting companies and registered investment companies at any time during the past five years:
| Name |
|
Company |
|
Title |
| Marco Ku Hon Wai |
|
XT Energy Group Inc., an OTCQB listed company |
|
Independent Director |
| Wenbing Christopher Wang |
|
Dragon Victory International Ltd., a NASDAQ listed company |
|
Director |
There are no family relationships among our directors
or officers.
Involvement in Certain Legal Proceedings
To our knowledge, during the last ten years, none
of our directors and executive officers (including those of our subsidiaries) has:
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● |
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. |
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● |
Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. |
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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. |
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● |
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. |
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● |
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. |
Legal Proceedings
There are no material proceedings to which any
director and executive officers of the Company is a party adverse to the Company or has a material interest adverse to the Company.
TRANSACTIONS WITH RELATED PERSONS, PROMOTERS
AND CERTAIN CONTROL PERSONS
Loans from our principal shareholder, Chairman and CEO Mr. Zhenyong
Liu
Mr. Zhenyong Liu, the Company’s
CEO has loaned money to Dongfang Paper for working capital purposes over a period of time. On January 1, 2013, Dongfang Paper and Mr.
Zhenyong Liu renewed the three-year term loan previously entered on January 1, 2010, and extended the maturity date further to December
31, 2015. On December 31, 2015, the Company paid off the loan of $2,249,279, together with interest of $391,374 for the period from 2013
to 2015. Approximately $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.
On December 10, 2014, Mr.
Zhenyong Liu provided a loan to the Company, amounted to $8,742,278 to Dongfang Paper for working capital purpose with an interest rate
of 4.35% per annum, which was based on the primary lending rate of People’s Bank of China. The unsecured loan was provided on December
10, 2014, and would be originally due on December 10, 2017. During the year of 2016, the Company repaid $6,012,416 to Mr. Zhenyong Liu,
together with interest of $288,596. In February 2018, the company paid off the remaining balance, together with interest of $20,400. As
of December 31, 2023, and 2022, approximately $42,357 and $43,075 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.
On March 1, 2015, the Company
entered an agreement with Mr. Zhenyong Liu which allows Dongfang Paper to borrow from the CEO an amount up to $17,201,342 (RMB120,000,000)
for working capital purposes. The advances or funding under the agreement are due three years from the date each amount is funded. The
loan is unsecured and carries an annual interest rate set on the basis of the primary lending rate of the People’s Bank of China
at the time of the borrowing. On July 13, 2015, an unsecured amount of $4,324,636 was drawn from the facility. On October 14, 2016 an
unsecured amount of $2,883,091 was drawn from the facility. In February 2018, the company repaid $1,507,432 to Mr. Zhenyong Liu. The loan
would be originally due on July 12, 2018. Mr. Zhenyong Liu agreed to extend the loan for additional 3 years and the remaining balance
will be due on July 12, 2021. On November 23, 2018, the company repaid $3,768,579 to Mr. Zhenyong Liu, together with interest of $158,651.
In December 2019, the company paid off the remaining balance, together with interest of 94,636. As of December 31, 2023, and 2022, 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.
As of December 31, 2023
and 2022, total amount of loans due to Mr. Zhenyong Liu were $nil. The interest expense incurred for such related party loans are $nil
for the years ended December 31, 2023, and 2022, 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). 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.
In October 2022 and November
2022, the Company entered into two agreements with Mr. Zhenyong Liu, which allowed Mr. Zhenyong Liu to borrow from the Company an amount
of $7,059,455 (RMB50,000,000) in total. The loans were unsecured and carried a fixed interest rate of 4.35% per annum. $4,235,673 (RMB30,000,000)
was repaid by Mr. Zhengyong Liu in August 2023 and the remaining balance was repaid in December 2023. Interest income of the loan for
the year ended December 31, 2023 was $290,275.
As of December 31, 2023
and 2022, amount due to shareholder are $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.
Procedures for Approval of Related Party Transactions
Our Board of Directors is charged with reviewing
and approving all potential related party transaction whether such transactions exceed $120,000. We have not adopted other procedures
for review, or standards for approval, of such transactions, but instead review them on a case-by-case basis.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING
COMPLIANCE
Section 16(a) of the Exchange Act, requires our
executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC
initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common
stock and other equity securities, on Form 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are
required by the SEC regulations to furnish our company with copies of all Section 16(a) reports they file.
Based solely on our review 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 timely filed by our officers and directors, and all of the persons known to us to own more than 10% of our common stock.
DIRECTOR INDEPENDENCE
The Company currently has three independent directors,
Marco Ku Hon Wai, Wenbing Christopher Wang, and Lusha Niu, as that term is defined under the NYSE American Company Guide.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS;
ANNUAL MEETING ATTENDANCE
Our business, property and affairs are managed
by or under the direction of the Board. Members of the Board are kept informed of our business through discussion with the chief executive
and financial officers and other officers, by reviewing materials provided to them and by participating at meetings of the board and its
committees.
Our Board has three committees — the Audit
Committee, the Compensation Committee and the Nominating Committee. The Audit Committee is comprised of Marco Ku Hon Wai, Wenbing Christopher
Wang and Lusha Niu, with Mr. Marco Ku Hon Wai serving as chairman. The Compensation Committee is comprised of Marco Ku Hon Wai, Wenbing
Christopher Wang and Lusha Niu, with Ms. LushaNiu serving as chairwoman. The Nominating Committee is comprised of Marco Ku Hon Wai, Wenbing
Christopher Wang and Lusha Niu, with Mr. Wenbing Christopher Wang serving as chairman.
Our Audit Committee is involved in discussions
with our independent auditor with respect to the scope and results of our year-end audit, our quarterly results of operations, our internal
accounting controls and the professional services furnished by the independent auditor. Our Board has determined that both Mr. Marco Ku
Hon Wai and Mr. Wenbing Christopher Wang qualify as audit committee financial experts and have the accounting or financial management
expertise as required under NYSE Rule 303A.07(a). Our Board has also adopted a written charter for the Audit Committee which the Audit
Committee reviews and reassesses for adequacy on an annual basis. A copy of the Audit Committee’s current charter is available at
our corporate website at https://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912345722139375725.pdf.
Our Compensation Committee oversees the compensation
of our chief executive officer and our other executive officers and reviews our overall compensation policies for employees generally.
If so authorized by the Board, the committee may also serve as the granting and administrative committee under any option or other equity-based
compensation plans which we may adopt. The Compensation Committee does not delegate its authority to fix compensation; however, as to
officers who report to the chief executive officer, the Compensation Committee consults with the chief executive officer, who may make
recommendations to the Compensation Committee. Any recommendations by the chief executive officer are accompanied by an analysis of the
basis for the recommendations. The committee will also discuss compensation policies for employees who are not officers with the chief
executive officer and other responsible officers. A copy of the Compensation Committee’s current charter is available at our corporate
website at https://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912355880048874958.pdf.
Our Nominating Committee is involved in evaluating
the desirability of and recommending to the Board any changes in the size and composition of the Board, evaluation of and successor planning
for the chief executive officer and other executive officers. The qualifications of any candidate for director will be subject to the
same extensive general and specific criteria applicable to director candidates generally. A copy of the Nominating Committee’s current
charter is available at our corporate website at https://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912356661968874958.pdf
..
It is a policy of the Nominating Committee that
candidates for director (i) be determined to have unquestionable integrity and honesty, (ii) have the ability to exercise sound, mature
and independent business judgment that is in the best interests of the Company and the stockholders as a whole, (iii) have background
and experience in fields that will complement the talents of the other members of the Board, (iv) have the willingness and capability
to take the time to actively participate in Board and committee meetings and related activities, (v) have the ability to work professionally
and effectively with other members of the Board and management, (vi) have the ability to remain on the Board long enough to make a meaningful
contribution, and (vii) have no material relationships with competitors or other third parties that could create a reasonable likelihood
of a conflict of interest or other legal issues.
When considering potential director-nominees,
the Nominating Committee also will consider the current composition of the Board and our evolving needs, including expertise, diversity
and balance of inside, outside and independent directors. Although we do not have a formal policy for the consideration of diversity in
identifying director-nominees, the Nominating Committee recognizes the benefits associated with a diverse board, and strives to create
diversity in perspective, background and experience in the Board as a whole when identifying and selecting director-nominees. On an annual
basis, as part of the Board’s self-evaluation, the Board assesses whether the mix of Board members is appropriate for our Company.
In compiling its list of possible candidates and
considering their qualifications, the Nominating Committee will make its own inquiries, solicit input from other directors on the Board,
and may consult or engage other sources, such as a professional search firm, if it deems appropriate.
Stockholders who wish to recommend individuals
for consideration by the Nominating Committee to become nominees for election to the Board at our 2025 Annual Meeting of Stockholders
may do so by submitting a written recommendation to the Nominating Committee, IT Tech Packaging, Inc., Science Park, Juli Road, Xushui
District, Baoding City, Hebei Province, People’s Republic of China 072550, Attention: Secretary, in accordance with the procedures
set forth below in this Proxy Statement under the heading “Stockholder Proposals.” For nominees for election to the Board
proposed by stockholders to be considered, the following information concerning each nominee must be timely submitted in accordance with
the required procedures:
| ● | The candidate’s name, age, business address, residence
address, principal occupation or employment, the class and number of shares of our capital stock the candidate beneficially owns, a brief
description of any direct or indirect relationships with us, and the other information that would be required in a proxy statement soliciting
proxies for the election of the candidate as a director; |
| |
● |
A signed consent of the nominee to being named as a nominee, to cooperate with reasonable background checks and personal interviews and to serve as a director, if elected; and |
| |
● |
As to the stockholder proposing such nominee, that stockholder’s name and address, the class and number of shares of our capital stock the stockholder beneficially owns, a description of all arrangements or understandings between the stockholder and the candidate and any other person or persons (including their names) pursuant to which the recommendation is being made, a list of all other companies to which the stockholder has recommended the candidate for election as a director in that fiscal year, and a representation that the stockholder intends to appear in person or by proxy at the meeting to nominate the person named in its notice. |
Board Meetings
The Board and its committees held the following
number of meetings during fiscal 2023:
| Board of Directors | |
| 5 | |
| Audit Committee | |
| 5 | |
| Compensation Committee | |
| 2 | |
| Nominating Committee | |
| 1 | |
The meetings include meetings that were held by
means of a conference telephone call, but do not include 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 December 31, 2023, the
Board of Directors met on at least a quarterly basis. The independent directors had regularly scheduled meetings as often as necessary
to fulfil their responsibilities, including at least annually in executive session without the presence of non-independent directors and
management as required by Section 802(c) of the NYSE American Company Guide.
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK
OVERSIGHT
Mr. Zhenyong Liu is our chairman and Chief Executive
Officer. At the advice of other members of the management or the Board, Mr. Liu calls meetings of the Board when necessary. We have three
independent directors. Our Board has three standing committees, each of which is comprised solely of independent directors with a committee
chair. The Board believes that the Company’s chief executive officer is best situated to serve as chairman of the Board because
he is the director most familiar with our business and industry and the director most capable of identifying strategic priorities and
executing our business strategy. In addition, having a single leader eliminates the potential for confusion and provides clear leadership
for the Company. We believe that this leadership structure has served the Company well. Our Board has overall responsibility for risk
oversight. The Board has delegated responsibility for the oversight of specific risks to Board 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 Nominating Committee oversees risks related to the Company’s governance structure and processes. |
The Board is responsible to approve all related
party transactions according to our Code of Ethics. We have not adopted written policies and procedures specifically for related person
transactions.
STOCKHOLDER COMMUNICATIONS
Stockholders who wish to communicate with the
Board or with specified members of the Board should do so by sending any communication to IT Tech Packaging, Inc., Science Park, Juli
Road, Xushui District, Baoding City, Hebei Province, People’s Republic of China 072550; Attention: Secretary.
Any such communication should state the number
of shares beneficially owned by the shareholder making the communication. Our Secretary will forward such communication to the full Board
or to any individual member or members of the Board to whom the communication is directed, unless the communication is unduly hostile,
threatening, illegal or similarly inappropriate, in which case the Secretary has the authority to discard the communication or take appropriate
legal action regarding the communication.
CODE OF ETHICS
We have adopted a code of ethics to apply to our
principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions.
The Code of Ethics is currently available at our corporate website at https://www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912363688526617528.pdf.
BOARD OF DIRECTORS COMPENSATION
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:
| Name and Principal Position |
|
Year |
|
Salary |
|
|
Bonus |
|
|
Stock
Awards |
|
|
Option
Awards |
|
|
Non-Equity
Incentive Plan
Compensation |
|
|
Total |
|
| |
|
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
| Fuzeng Liu |
|
2022 |
|
$ |
7,701 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
7,701 |
|
| Director |
|
2023 |
|
$ |
7,375 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
7,375 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Marco Ku Hon Wai |
|
2022 |
|
$ |
20,000 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
20,000 |
|
| Director |
|
2023 |
|
$ |
20,000 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
20,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Wenbing Christopher Wang |
|
2022 |
|
$ |
20,000 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
20,000 |
|
| Director |
|
2023 |
|
$ |
20,000 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
20,000 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LushaNiu |
|
2022 |
|
$ |
7,399 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
7,399 |
|
| Director |
|
2023 |
|
$ |
7,086 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
7,086 |
|
Effective November 1, 2014,
Mr. Marco Ku Hon Wai began serving as our director and has received annual compensation of $20,000, payable on a monthly basis. In addition,
the Company agreed to issue Mr. Ku 750 shares of its common stock. On January 12, 2016, the Company issued Mr. Ku 750 shares restricted
common stock under the 2015 ISP for his services in 2015, with a value of $13.3 per share, based on the closing price on the date of the
issuance. Mr. Ku will be reimbursed for his out-of-pocket expenses incurred in connection with his service to the Company.
Effective October 28, 2009,
Mr. Wenbing Christopher Wang has served as our director and has received annual compensation of $20,000, payable on a monthly basis. Mr.
Wang also received 400 shares of common stock, a number equal to $20,000 divided by the closing price of the common stock on October 28,
2009, with piggyback registration rights subordinate to that held by investors in any past or future private placement of securities.
On January 11, 2012, the Company awarded its independent director Mr. Wenbing Christopher Wang 1,582 shares of restricted common stock.
These shares of common stock were issued under the 2011 ISP and are valued at $34.5 per share, based on the closing price on the date
of the issuance. On December 31, 2013, the Company awarded Mr. Wang 500 shares restricted common stock under the 2011 ISP and 2012 ISP
for, with a value of $26.6 per share, based on the closing price on the date of the stock issuance. On January 12, 2016, the Company issued
Mr. Wang 500 shares restricted common stock under the 2015 ISP, with a value of $13.3 per share, based on the closing price on the date
of the issuance.
On October 12, 2016, Ms. Lusha Niu was elected as
our director and receives annual compensation of RMB50,000, payable on a monthly basis.
On December 31, 2013, Mr.
Fuzeng Liu received 500 shares of restricted common stock from our 2011 and 2012 ISPs. The value of the stock award is determined by the
closing price of the Company’s common stock on the date of the award, which was $26.6 as of December 31, 2013.
Other than the appointments
described above, there are no understandings or arrangements between Mr. Ku, Mr. Wang, or Ms. Niu and any other person pursuant to which
Mr. Ku, Mr. Wang, or Ms. Niu was appointed as a director. Mr. Ku, Mr. Wang, and Ms. Niu do not have any family relationship with any director,
executive officer or person nominated or chosen by us to become a director or executive officer.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF
DIRECTORS
The Audit Committee, on behalf of the Board, serves
as an independent and objective party to monitor and provide general oversight of the integrity of our financial statements, our independent
registered public accounting firm’s qualifications and independence, the performance of our independent registered public accounting
firm, our compliance with legal and regulatory requirements and our standards of business conduct. The Audit Committee performs these
oversight responsibilities in accordance with its Audit Committee Charter.
Our management is responsible for preparing our
financial statements and our financial reporting process. Our independent registered public accounting firm is responsible for expressing
an opinion on the conformity of our audited financial statements to generally accepted accounting principles in the United States of America.
The Audit Committee met with our independent registered public accounting firm, with and without management present, to discuss the results
of their examinations and the overall quality of our financial reporting.
In this context, the Audit Committee has reviewed
and discussed our audited financial statements for the year ended December 31, 2023 with management and with our independent registered
public accounting firm. The Audit Committee has discussed with our independent registered public accounting firm the matters required
to be discussed by Statement on Auditing Standards No. 61, as amended (Communications with Audit Committees), which includes, among other
items, matters related to the conduct of the audit of our annual financial statements.
The Audit Committee has received the written disclosures
and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting
Oversight Board regarding such independent registered public accounting firm’s communications with the Audit Committee concerning
independence, and has discussed with the independent registered public accounting firm its independence from us and our management. In
addition, the Audit Committee has considered whether the provision of non-audit services by our independent registered public accounting
firm in 2023 was compatible with maintaining our registered public accounting firm’s independence and has concluded that it was.
Based on its review of the audited financial statements
and the various discussions noted above, the Audit Committee recommended to the Board that our audited financial statements be included
in our Annual Report on Form 10-K for the year ended December 31, 2023.
Each of the members of the Audit Committee is
independent as defined under the standards of the Commission and the NYSE American Company Guide, and both Mr. Marco Ku Hon Wai and Mr.
Wenbing Christopher Wang qualify as an Audit Committee financial expert in accordance with the requirements of the NYSE American Company
Guide and of such rules of the Commission.
Respectfully submitted by the Audit Committee,
Marco Ku Hon Wai, Chairman
Wenbing Christopher Wang
Lusha Niu
The foregoing Audit Committee Report does not
constitute soliciting material and shall not be deemed filed or incorporated by reference into any other filing of our company under the
Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent we specifically incorporate
this Audit Committee Report by reference therein.
EXECUTIVE COMPENSATION
Item 11. Executive Compensation
The following compensation
table summarizes the cash and non-cash compensation earned during the years ended December 31, 2023 and 2022 by each person who served
as principal executive officer, principal financial officer, and secretary during 2023.
| Name and Principal Position |
|
Year |
|
|
Salary |
|
|
Bonus |
|
|
Stock
Awards |
|
|
Option
Awards |
|
|
Non-Equity
Incentive Plan
Compensation |
|
|
Total |
|
| |
|
|
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
| Zhenyong Liu, |
|
2022 |
|
|
$ |
35,519 |
|
|
|
0 |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
35,519 |
|
| Chairman, CEO |
|
2023 |
|
|
$ |
34,016 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
34,016 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Jing Hao |
|
2022 |
|
|
$ |
35,519 |
|
|
|
|
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
35,519 |
|
| CFO |
|
2023 |
|
|
$ |
34,016 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
34,016 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Dahong Zhou, |
|
2022 |
|
|
$ |
4,299 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
4,299 |
|
| Secretary |
|
2023 |
|
|
$ |
4,117 |
|
|
|
- |
|
|
$ |
- |
|
|
|
- |
|
|
|
- |
|
|
$ |
4,117 |
|
Employment Agreements
Mr. Zhenyong Liu receives
a monthly salary of RMB 20,000 (approximately $2,835). On January 11, 2012, the Company awarded Mr. Zhenyong Liu 4,433 shares of restricted
common stock. These shares of common stock were issued under the 2011 ISP and are valued at $34.5 per share, based on the closing price
on the date of the issuance. On December 31, 2013, the Company awarded Mr. Zhenyong Liu 800 shares of restricted common stock under the
2011 ISP and 2012 ISP, with a value of $26.6 per share, based on the closing price on the date of the stock issuance. On September 13,
2018, the Company issued 10,000 shares of common stock to Mr. Zhenyong Liu under the 2015 Omnibus Equity Incentive Plan with a value of
$8.8 per share as of the date of issuance. On April 8, 2020, the Company issued 20,000 shares of common stock to Mr. Zhenyong Liu under
the 2019 ISP with a value of $6.0 per share as of the date of issuance. On September 8, 2020, the Compensation Committee of the Company
unanimously approved that Mr. Zhenyong Liu shall receive the bonus of $40,000 for his service rendered in the year 2020.
Ms. Hao began receiving
a monthly salary of RMB 20,000 (approximately $2,835) in January 2015. On September 13, 2018, the company issued 1,000 shares of common
stock to Ms. Jing Hao under the 2015 Omnibus Equity Incentive Plan with a value of $8.8 per share as of the date of issuance. On September
8,2020, the Compensation Committee of the Company unanimously approved that Ms. Jing Hao shall receive the bonus of $40,000 for her service
rendered in the year 2020.
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.
Pension and Retirement Plans
Currently, except for contributions
to the PRC government-mandated social security retirement endowment fund for those employees who have not waived their coverage, we do
not offer any annuity, pension or retirement benefits to be paid to any of our officers, directors or employees. There are also no compensatory
plans or arrangements with respect to any individual named above which results or will result from the resignation, retirement or any
other termination of employment with our company, or from a change in our control.
Proposal
2:
Advisory Vote on Executive Compensation
At our previous annual shareholder holding meeting,
the stockholders recommended, on an advisory basis, that the frequency of the stockholder vote to approve the compensation of the Company’s
named executive officers every three years. The Company has disclosed the compensation of its named executive officers pursuant to rules
adopted by the SEC.
We believe that our compensation policies for the
named executive officers are designed to attract, motivate and retain talented executive officers and are aligned with the long-term interests
of the Company’s shareholders. This advisory shareholder vote, commonly referred to as a “say-on-pay vote,” gives you
as a shareholder the opportunity to approve or not approve the compensation of the named executive officers that is disclosed in this
Proxy Statement by voting for or against the following resolution (or by abstaining with respect to the resolution):
RESOLVED, that the shareholders of IT Tech Packaging,
Inc. approve all of the compensation of the Company’s executive officers who are named in the Summary Compensation Table of the
Company’s 2024 Proxy Statement, as such compensation is disclosed in the Company’s 2024 Proxy Statement pursuant to disclosure
rules of the Securities and Exchange Commission, which disclosure includes the Proxy Statement’s Summary Compensation Table and
other executive compensation tables and related narrative disclosures.
Because your vote is advisory, it will not be binding
on either the Board of Directors or the Company. However, the Company’s Compensation Committee will take into account the outcome
of the shareholder vote on this proposal at the Annual Meeting when considering future executive compensation arrangements. In addition,
your non-binding advisory votes described in this Proposal 2 will not be construed: (1) as overruling any decision by the Board of Directors,
any Board committee or the Company relating to the compensation of the named executive officers, or (2) as creating or changing any fiduciary
duties or other duties on the part of the Board of Directors, any Board committee or the Company.
Assuming a quorum is present, the affirmative vote
of a majority of the votes cast at the Annual Meeting, either in person or by proxy, is required for approval of this proposal.
The Board recommends a vote FOR approval of
the compensation disclosed in this Proxy Statement of the Company’s executive officers who are named in this Proxy Statement’s
Summary Compensation Table.
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF
FUTURE ADVISORY VOTES ON
EXECUTIVE COMPENSATION
The Dodd-Frank Act requires the Company’s
shareholders to have the opportunity to cast a non-binding advisory vote regarding how frequently the Company should seek from its shareholders
a non-binding advisory vote (similar to Proposal 2 above) on the compensation disclosed in the Company’s proxy statement of its
executive officers who are named in the proxy statement’s summary compensation table for the year in question (the “named
executive officers”). By voting on this frequency proposal, shareholders may indicate whether they would prefer that the advisory
vote on the compensation of the Company’s named executive officers occur every one, two or three years. Shareholders may also abstain
from voting on the proposal. Accordingly, the following resolution is submitted for an advisory shareholder vote at the Annual Meeting:
RESOLVED, that the highest number of votes cast
by the shareholders of Orient Paper, Inc. for the option set forth below shall be the preferred frequency of the Company’s shareholders
for holding an advisory vote on the compensation of the Company’s executive officers who are named in the Summary Compensation Table
of the Company’s Proxy Statement:
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every year; |
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every two years; or |
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every three years. |
The Board of Directors has determined that an advisory
vote by the Company’s shareholders on executive compensation that occurs every three years is the most appropriate alternative for
the Company. In formulating its conclusion, the Board of Directors considered that, because the Company’s compensation program for
executive officers is not complex, a shareholder advisory vote every three years should be sufficient to permit its shareholders to express
their views about our compensation program. Also, the Board of Directors believes that the success of the Company’s executive compensation
program should be judged over a period of time that is longer than one year.
You may cast your vote on your preferred voting
frequency by choosing the option of one year, two years or three years when you vote in response to this proposal, and you may also abstain
from voting on the proposal. Your vote on this proposal is not a vote to approve or disapprove of the Board’s recommendation but
rather is a vote to select one of the options described in the preceding sentence. The option of one year, two years or three years that
receives the highest number of votes cast by shareholders will be the frequency of the advisory vote on executive compensation that has
been recommended by the shareholders. However, because this vote is advisory and not binding on either the Board of Directors or the Company,
the Board of Directors may subsequently decide that it is in the best interests of the Company and its shareholders to hold an advisory
vote on executive compensation that differs in frequency from the option that received the highest number of votes from the Company’s
shareholders at the Annual Meeting.
The Board of Directors unanimously recommends
that shareholders vote to conduct an advisory shareholder vote every three years on the compensation of the Company’s executive
officers named in the proxy statement’s summary compensation table for that year.
PROPOSAL 4:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee
has selected the firm of GGF CPA LTD. (“GGF”), an independent registered public accounting firm, as our auditors for the fiscal
year ending December 31, 2024, subject to ratification of such selection by our stockholders.
On February 29,
2024, WWC, P.C. Certified Public Accountants (“WWC”) resigned as our independent registered public accounting firm, effective
immediately.
WWC’s reports
on our consolidated financial statements for the fiscal years ended December 31, 2022 and 2021 did not contain an adverse opinion or a
disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most
recent fiscal years ended December 31, 2022 and 2021, and the subsequent interim period through February 29, 2024, there were no disagreements
with WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of WWC, would have caused WWC to make reference to the subject matter of the disagreements in connection
with its reports on our consolidated financial statements for such years. Also during this time, there were no “reportable events,”
as defined in Item 304(a)(1)(v) of Regulation S-K.
We provided WWC
with a copy of the above disclosures and requested that WWC furnish us with a letter addressed to the SEC stating whether or not it agrees
with the statements made above. A copy of WWC’s letter dated February 29, 2024 was attached as Exhibit 16.1 to a Current Report
on Form 8-K that was filed by us with the SEC on March 4, 2024.
On March 1, 2024,
we engaged GGF as our independent registered public accounting firm for the fiscal year ending December 31, 2023, effective immediately.
During the fiscal years ended December 31, 2022 and 2021 and through March 1, 2024, neither we nor anyone on its behalf consulted with
GGF regarding (i) the application of accounting principles to any specified transaction, either completed or proposed or the type of audit
opinion that might be rendered on our consolidated financial statements, and neither a written report nor oral advice was provided to
us that GGF concluded was an important factor considered by us in reaching a decision as to any accounting, auditing, or financial reporting
issue, or (ii) any matter that was either the subject of a “disagreement,” as defined in Item 304(a)(1)(iv) of Regulation
S-K, or a “reportable event,” as defined in Item 304(a)(1)(v) of Regulation S-K.
In the event that
ratification of this appointment of our independent registered public accounting firm is not approved by the affirmative vote of a majority
of votes cast on the matter, the appointment of our independent registered public accounting firm will be reconsidered by the Board. Unless
indicated to the contrary, proxies received will be voted for ratification of the appointment of GGF as our independent registered public
accounting firm for the fiscal year ending December 31, 2024.
Representatives
of GGF have been invited to but are not expected to be present at the Annual Meeting.
Audit Fees
We incurred approximately
$207,000 for professional services rendered by our former registered independent public accounting firm, WWC, for the audit and reviews
of the Company’s financial statements for 2023.
We incurred approximately
$191,000 for professional services rendered by our former registered independent public accounting firm, WWC, for the audit and reviews
of the Company’s financial statements for 2022.
We incurred approximately
$166,000 for professional services rendered by our registered independent public accounting firm, GGF, for the audit of the Company’s
financial statements for 2023.
Audit-Related Fees
We did not incur any audit-related fees to WWC in 2023.
We did not incur any audit-related fees to WWC in 2022.
Tax Reporting Preparation Fees
We did not incur any tax reporting preparation fees to WWC
in 2023.
We did not incur any tax reporting preparation fees to WWC
in 2022.
All Other Fees
We did not incur any fees
from its registered independent public accounting firm for services rendered to us, other than the services covered in “Audit Fees”
and “Audit-Related Fees” for the fiscal years ended December 31, 2023 and 2022.
With respect to our auditing
and other non-audit related services rendered by its registered independent public accounting firm for 2023 and 2022, all engagements
were entered into pursuant to the audit committee’s pre-approval policies and procedures.
Pre-Approval Policy of Services Performed by
Independent Registered Public Accounting Firm
The Audit Committee’s
policy is to pre-approve all audit and non-audit related services, tax services and other services. Preapproval is generally provided
for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to
a specific budget. The Audit Committee has delegated the pre-approval authority to its chairperson when expedition of services is necessary.
The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding
the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval and the fees
for the services performed to date.
Vote Required and Board of Directors’ Recommendation
Assuming a quorum is present, the affirmative
vote of a majority of the votes cast at the Annual Meeting, either in person or by proxy, is required for approval of this proposal. For
purposes of the ratification of our independent registered public accounting firm, abstentions will have the same effect as a vote against
this proposal and broker non-votes will have no effect on the result of the vote.
The Board recommends a vote FOR ratification
of the appointment of GGF as our independent registered public accounting firm for the fiscal year ending December 31, 2024.
STOCKHOLDER PROPOSALS
Stockholders who wish to present proposals for
inclusion in the Company’s proxy materials for the 2025 Annual Meeting of Stockholders may do so by following the procedures prescribed
in Rule 14a-8 under the Securities Exchange Act of 1934, as amended. To be eligible, the shareholder proposals must be received by our
Secretary at our principal executive office on or before May 31, 2025. Under SEC rules, you must have continuously held for at least one
year prior to the submission of the proposal (and continue to hold through the date of the meeting) at least $2,000 in market value, or
1%, of our outstanding stock in order to submit a proposal which you seek to have included in the Company’s proxy materials. We
may, subject to SEC review and guidelines, decline to include any proposal in our proxy materials.
Stockholders who wish to make a proposal at the
2025 Annual Meeting, other than one that will be included in our proxy materials, must notify us no later than May 31, 2025. If a shareholder
who wishes to present a proposal fails to notify us by May 31, 2025, the proxies that management solicits for the meeting will confer
discretionary authority to vote on the shareholder’s proposal if it is properly brought before the meeting.
OTHER BUSINESS
While the accompanying Notice of Annual Meeting
of Stockholders provides for the transaction of such other business as may properly come before the Annual Meeting, the Company has no
knowledge of any matters to be presented at the Annual Meeting other than those listed as Proposals 1, 2, 3 and 4 in the notice. However,
the enclosed Proxy gives discretionary authority in the event that any other matters should be presented.
ANNUAL REPORT
Upon written request to Ms. Dahong Zhou, Secretary,
IT Tech Packaging, Inc., Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People’s Republic of China 072550,
we will provide without charge to each person requesting a copy of our 2023 Annual Report, including the financial statements filed therewith.
We will furnish a requesting stockholder with any exhibit not contained therein upon specific request. In addition, this Proxy Statement,
as well as our 2023 Annual Report, is available on our Internet website at www.itpackaging.cn.
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By Order of the Board of Directors. |
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/s/ Zhenyong Liu |
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Zhenyong Liu |
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Chairman and Chief Executive Officer |
Hebei Province, PRC
September 6, 2024
FORM OF PROXY CARD
IT TECH PACKAGING, INC.
PROXY FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
| Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on October 31, 2024: The Proxy Statement and Annual Report to Stockholders are available at www.itpackaging.cn. |
The undersigned hereby appoints Zhenyong Liu with full power of substitution,
as proxy of the undersigned to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of IT Tech Packaging, Inc.
(the “Company”), to be held on October 31, 2024 at 10 a.m. local time (October 30, 2024 at 10 p.m. ET), at Wei County Production
Base, IT Tech Packaging Inc., Industrial Park, Wei County, Hebei Province, China 054700, and any postponement or adjournment thereof,
and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of Annual Meeting, dated
September 6, 2024 (the “Notice”), a copy of which has been received by the undersigned, as follows:
| 1. |
THE ELECTION OF CLASS II DIRECTORS TO SERVE ON THE BOARD OF DIRECTORS OF THE COMPANY, WITH SUCH CLASS II DIRECTORS TO SERVE UNTIL THE 2026 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED OR UNTIL HIS OR HER EARLIER RESIGNATION, REMOVAL OR DEATH. (Check one) |
FOR all nominees listed below (except as indicated).
☐
WITHHOLD AUTHORITY to vote for all nominees listed
below. ☐
If you wish to withhold your vote for any individual nominee,
strike a line through that nominee’s name set forth below:
Zhenyong Liu
Fuzeng Liu
Lusha Niu
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TO RECOMMEND BY NON BINDING VOTE, THE APPROVAL OF THE COMPENSATION DISCLOSED IN THE PROXY STATEMENT OF THE COMPANY’S EXECUTIVE OFFICERS, WHO ARE NAMED IN THE PROXY STATEMENT COMPENSATION TABLE: (Check one) |
FOR the proposal. ☐
AGAINST the proposal. ☐
ABSTAIN AUTHORITY to vote for the proposal. ☐
| 3. |
TO RECOMMEND, BY NON-BINDING VOTE, THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION. (Check one) |
1 YEAR. ☐
2 YEARS. ☐
3 YEARS. ☐
ABSTAIN AUTHORITY to vote on the proposal. ☐
| 4. |
THE RATIFICATION OF APPOINTMENT OF GGF CPA LIMITED AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024. (Check one) |
FOR the proposal. ☐
AGAINST the proposal. ☐
ABSTAIN AUTHORITY to vote for the proposal. ☐
NOTE: IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE
UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT(S) THEREOF.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE.
IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED FOR ALL OF THE BOARD’S NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS,
FOR THE RATIFICATION OF THE APPOINTMENT OF GGF CPA LIMITED AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
FISCAL YEAR ENDING DECEMBER 31, 2024, FOR THE APPROVAL OF THE COMPENSATION DISCLOSED IN THE PROXY STATEMENT OF THE COMPANY’S EXECUTIVE
OFFICERS WHO ARE NAMED IN THE PROXY STATEMENT, FOR THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION TO BE EVERY THREE
YEARS, AND, AT THE DISCRETION OF THE PROXY HOLDER, ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT
OR ADJOURNMENT THEREOF.
| Dated:_______________________________, 2024 |
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Signature of Stockholder |
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PLEASE PRINT NAME |
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Certificate Number(s) |
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Total Number of Shares Owned |
Sign exactly as your name(s) appears on your stock certificate(s).
A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. Executors,
administrators, trustees, etc., are requested to so indicate when signing. If a stock certificate is registered in two names or held as
joint tenants or as community property, both interested persons should sign.
PLEASE COMPLETE THE FOLLOWING:
I plan to attend the Annual Meeting (Circle one): Yes No
Number of attendees: ____________
PLEASE NOTE:
STOCKHOLDER SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED
ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE ANNUAL MEETING. PLEASE INDICATE ANY ADDRESS OR TELEPHONE NUMBER
CHANGES IN THE SPACE BELOW.
PLEASE RETURN THIS PROXY CARD TO:
Empire Stock Transfer, Inc.
1859 Whitney Mesa Drive
Henderson, NV 89014
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