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
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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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(1)
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Title
of each class of securities to which transaction applies:
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(2)
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Aggregate
number of securities to which transaction applies:
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(3)
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Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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Fee
paid previously with preliminary materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-1l (a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form,
Schedule or Registration Statement No.:
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(3)
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Filing
Party:
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Filed:
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IT
TECH PACKAGING, INC.
Science Park, Juli Road
Xushui District, Baoding City
Hebei Province, People’s Republic of China 072550
June
10, 2020
Dear
Stockholder:
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 2020 Annual Meeting of Stockholders (the “Annual Meeting”). We hope you can join us. The
Annual Meeting will be held:
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At:
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Wei
County Production Base, IT Tech Packaging, Inc.,
Industrial Park, Wei County, Hebei Province, China 054700
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On:
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July
23, 2020
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Time:
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10
a.m. local time (10 p.m. ET, July 22, 2020)
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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, 2019, at www.itpackaging.cn.
As
discussed in the enclosed Proxy Statement, the Annual Meeting will be devoted to (i) the election of directors, (ii) the ratification
of the appointment of WWC, P.C. Certified Accountants as our independent registered public accounting firm for the fiscal year
ending December 31, 2020, (iii) an advisory vote approving executive compensation, (iv) the approval of a reduction in the exercise
price of outstanding warrants issued in a private placement and the approval of the issuance of common stock representing more
than 20% of our common stock issued and outstanding upon exercise of the warrants in accordance with NYSE American Rule 713(a)(ii),
and consideration of any other business matters properly brought before the Annual Meeting.
At
the Annual Meeting, we will also report on important activities and accomplishments of the Company and review the Company’s
financial performance and business operations. You will have an opportunity to ask questions and gain an up-to-date perspective
on the Company and its activities, and to meet certain directors and key executives of the Company.
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 JULY 23, 2020
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 July 23, 2020, at 10 a.m. local time (10 p.m. ET, July 22, 2020), for the following purposes:
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1.
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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 2022 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.
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To
ratify the appointment of WWC, P. C. Certified Accountants as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2020;
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3.
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To
conduct a “say-on-pay” advisory vote to approve executive compensation;
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4.
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To
approve a reduction in the exercise price of outstanding warrants issued in a private placement and the approval of the issuance
of common stock representing more than 20% of our common stock issued and outstanding upon exercise of the warrants in accordance
with NYSE American Rule 713(a)(ii); and
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5.
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To
act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof.
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The
Board has fixed the close of business on June 10, 2020 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
June 10, 2020
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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, WITH RESPECT TO EXECUTIVE COMPENSATION OR APPROVAL OF A REDUCTION IN EXERCISE PRICE OF OUTSTANDING
WARRANTS ISSUED IN A PRIVATE PLACEMENT AND THE ISSUANCE OF COMMON STOCK REPRESENTING MORE THAN 20% OF OUR COMMON STOCK ISSUED
AND OUTSTANDING UPON EXERCISE OF THE WARRANTS IN ACCORDANCE WITH NYSE AMERICAN RULE 713(A)(II), 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 JULY 23, 2020. THIS
PROXY STATEMENT AND THE COMPANY’S 2019 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 JULY 23, 2020
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 July 23, 2020, at
10 a.m. local time (10 p.m. ET, July 22, 2020), 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.
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To
elect three directors in Class II to serve on the Board, with such Class II directors to serve until the 2022 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.
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To
ratify the appointment of WWC, P. C. Certified Accountants as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2020;
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3.
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To
conduct a “say-on-pay” advisory vote to approve executive compensation;
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4.
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To
approve a reduction in the exercise price of outstanding warrants issued in a private placement and the approval of the issuance
of common stock representing more than 20% of our common stock issued and outstanding upon exercise of the warrants in accordance
with NYSE American Rule 713(a)(ii) (the “Proposal 4”); and
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5.
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To
act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof.
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Voting
Rights and Revocation of Proxies
The
record date with respect to this solicitation is the close of business on June 10, 2020 (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
June 25, 2020.
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 28,514,816. 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 14,257,409 shares, or a majority 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.
Proposal
1(election of directors), Proposal 3 (advisory vote on executive compensation) and Proposal 4 (approval of a reduction in exercise
price of outstanding warrants issued in a private placement and the issuance of Common Stock representing more than 20% of our
Common Stock issued and outstanding upon exercise of the warrants in accordance with NYSE American Rule 713(a)(ii)) are matters
that we believe will be considered “non- routine.” Proposal 2 (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 3 (advisory vote
on executive compensation) and Proposal 4 (approval of a reduction in exercise price of outstanding warrants issued in a private
placement and the issuance of Common Stock representing more than 20% of our Common Stock issued and outstanding upon exercise
of the warrants in accordance with NYSE American Rule 713(a)(ii)), 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
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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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Ratification
of the Appointment of WWC, P.C. Certified Accountants as the Company’s Independent Registered Public Accounting Firm
for the fiscal year ending December 31, 2020
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A
majority of the votes cast
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Yes
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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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Approval
of a reduction in the exercise price of outstanding warrants issued in a private placement and the approval of the issuance
of common stock representing more than 20% of our common stock issued and outstanding upon exercise of the warrants in accordance
with NYSE American Rule 713(a)(ii),
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A
majority of the votes cast
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No
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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 2019 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 2019 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 June 10, 2020.
Amount
and Nature of Beneficial Ownership
Title of Class
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Name and Address of
Beneficial Owner
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Amount
and
Nature of
Beneficial
Ownership
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Percentage
of
Common
Stock
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Directors and Executive Officers
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Common Stock
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Zhenyong Liu, CEO and Director
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5,364,841
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18.81
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%
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Common Stock
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Jing Hao, CFO
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10,000
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*
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Common Stock
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Dahong Zhou, Secretary
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0
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0
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Common Stock
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Marco Ku Hon Wai, Director
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7,500
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*
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Common Stock
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Fuzeng Liu, Director
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5,000
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*
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Common Stock
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Wenbing Christopher Wang, Director
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29,820
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*
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Common Stock
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Lusha Niu, Director
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0
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0
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All Directors and Executive Officers as a Group (7 persons)
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5,417,161
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19.00
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%
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*
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Less
than 1% of the Company’s issued and outstanding common shares.
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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 2022 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 or she became a director. Proxies not marked to the contrary will be voted in favor of each such
nominee’s election.
Name
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Age
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Position with the Company
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Director Since
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Zhenyong
Liu
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57
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Director,
Chairman of the Board
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November
2007
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Fuzeng
Liu
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71
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Director
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November
2007
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Lusha
Niu
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41
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Director
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October
2016
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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 2022
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
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Age
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Position/Title
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Zhenyong
Liu
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57
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Chief
Executive Officer and Chairman of the Board (Class II)
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Jing
Hao
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37
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Chief
Financial Officer
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Dahong
Zhou
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41
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Secretary
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Marco
Ku Hon Wai
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46
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Director
(Class I)
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Wenbing
Christopher Wang
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49
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Director
(Class I)
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Fuzeng
Liu
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71
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Director
(Class II)
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Lusha
Niu
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41
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Director
(Class II)
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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 2021 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 has also
been serving as President and Director of Fushi Copperweld, Inc. (“Fushi”) since January 21, 2008. Mr.
Wang served as Fushi’s Chief Financial Officer from December 13, 2005 to August 31, 2009. Prior to Fushi, Mr.
Wang worked for Redwood Capital, Inc., China Century Investment Corporation, Credit Suisse First Boston and VC China in various
capacities. Fluent in both English and Chinese, Mr. Wang holds a master’s degree in business administration and
finance and corporate accounting from Simon Business School of University of Rochester. Mr. Wang was named one of the
top ten CFO’s of 2007 in China by CFO magazine.
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.
None
of our directors held directorships in other reporting companies and registered investment companies at any time during the past
five years.
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:
|
●
|
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.
|
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 $361,793 and $367,441 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 March 31, 2020 and December 31, 2019, respectively.
On
December 10, 2014, Mr. Zhenyong Liu provided a loan to the Company, amounted to $8,483,083 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 March 31, 2020 and December 31, 2019, approximately $42,342 and
$43,003 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 $16,936,952 (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 March 31, 2020 and December 31, 2019, the outstanding loan balance were $nil
and the accrued interest was $193,981 and $197,009, respectively, which was recorded in other payables and accrued liabilities
as part of the current liabilities in the consolidated balance sheet.
As
of March 31, 2020 and December 31, 2019, total amount of loans due to Mr. Zhenyong Liu were $nil. The interest expense incurred
for such related party loans are $nil and $24,316 for the three months ended March 31, 2020 and 2019, respectively. The accrued
interest owed to the CEO was approximately $598,116 and $607,453, as of March 31, 2020 and December 31, 2019, respectively, which
was recorded in other payables and accrued liabilities.
As
of March 31, 2020 and December 31, 2019, amount due to shareholder are $617,433 and $483,433, 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.
Lease
of Headquarters Compound Real Properties from a Related Party
On
August 7, 2013, the Company’s Audit Committee and the Board of Directors approved the sale of the land use right of the
Headquarters Compound (the “LUR”), the office building and essentially all industrial-use buildings in the Headquarters
Compound (the “Industrial Buildings”), and three employee dormitory buildings located within the Headquarters Compound
(the “Dormitories”) to Hebei Fangsheng for cash prices of approximately $2.77 million, $1.15 million, and $4.31 million,
respectively. Sales of the LUR and the Industrial Buildings were completed in year 2013.
In
connection with the sale of the Industrial Buildings, Hebei Fangsheng agreed to lease the Industrial Buildings back to the Company
for its original use for a term of up to three years, with an annual rental payment of approximately $142,998 (RMB1,000,000).
The lease agreement expired in August 2016. On August 6, 2016 and August 6, 2018, the Company entered into two supplementary agreements
with Hebei Fangsheng, who agreed to extend the lease term for another four years in total, with the same rental payment as original
lease agreement.
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, 2019, the following reports were not filed or untimely filed by our officers
and directors, and all of the persons known to us to own more than 10% of our common stock:
Name
|
|
Late Reports
|
|
Transactions Covered
|
|
Number of Shares
|
|
Zhenyong Liu
(Chief Executive Officer and
Chairman of Board of Directors)
|
|
Form 4
|
|
Common Stock
|
|
|
324,326
|
|
|
|
|
|
|
|
|
|
|
Jing Hao
(Chief Financial Officer)
|
|
Form 4
|
|
Common Stock
|
|
|
10,000
|
|
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. Lusha Niu 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 http://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 http://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 http://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 2021 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 2019:
Board of Directors
|
|
6
|
Audit Committee
|
|
4
|
Compensation Committee
|
|
1
|
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.
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
http://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, 2019, 2018 and 2017:
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock Awards
($)
|
|
|
Option Awards
($)
|
|
|
Non-Equity Incentive Plan Compensation
($)
|
|
|
Total
($)
|
|
Fuzeng Liu
|
|
2019
|
|
|
7,547
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,547
|
|
Director
|
|
2018
|
|
|
7,844
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,844
|
|
|
|
2017
|
|
|
7,964
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marco Ku Hon Wai
|
|
2019
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
Director
|
|
2018
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
2017
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Wenbing Christopher Wang
|
|
2019
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
Director
|
|
2018
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
2017
|
|
|
20,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lusha Niu
|
|
2019
|
|
|
7,252
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,252
|
|
Director
|
|
2018
|
|
|
7,537
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,537
|
|
|
|
2017
|
|
|
7,652
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
7,652
|
|
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 7,500 shares of its common stock every year under the Company’s
stock incentive plan. On January 12, 2016, the Company issued Mr. Ku 7,500 shares restricted common stock under the 2015 Plan
for his services in 2015, with a value of $1.33 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 4,000 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 Mr. Wang 15,820 shares of restricted common
stock. These shares of common stock were issued under the 2011 Plan and were valued at $3.45 per share, based on the closing price
on the date of the issuance. On December 31, 2013, the Company awarded Mr. Wang 5,000 shares restricted common stock under the
2011 Plan and 2012 Plan, with a value of $2.66 per share, based on the closing price on the date of the stock issuance. On January
12, 2016, the Company issued Mr. Wang 5,000 shares restricted common stock under the 2015 Plan, with a value of $1.33 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 5,000 shares of restricted common stock from our 2011 and 2012 Plans. 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 $2.66
as of December 31, 2013.
Other
than the appointments described above, there are no understandings or arrangements among Mr. Zhenyong Liu, Mr. Fuzeng Liu, Mr.
Marco Ku Hon Wai, Mr. Wenbing Christopher Wang or Ms. Lusha Niu and any other person, pursuant to which Mr. Zhenyong Liu, Mr.
Fuzeng Liu, Mr. Marco Ku Hon Wai, Mr. Wenbing Christopher Wang, or Ms. Lusha Niu was appointed as a director. None of Mr. Zhenyong
Liu, Mr. Fuzeng Liu, Mr. Marco Ku Hon Wai, Mr. Wenbing Christopher Wang and Ms. Lusha Niu has 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,
2019 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 2019 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,
2019.
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
The
following compensation table summarizes the cash and non-cash compensation earned during the years ended December 31, 2019, 2018
and 2017 by each person who served as principal executive officer, principal financial officer, and secretary during 2019.
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
|
Bonus
($)
|
|
|
Stock
Awards(2)
($)
|
|
|
Option Awards
($)
|
|
|
Non-Equity Incentive Plan Compensation
($)
|
|
|
Total
($)
|
|
Zhenyong Liu,
|
|
2019
|
|
|
34,809
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
34,809
|
|
Chairman, CEO
|
|
2018
|
|
|
36,178
|
|
|
|
—
|
|
|
|
88,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
124,178
|
|
|
|
2017
|
|
|
36,684
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
36,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jing Hao,
|
|
2019
|
|
|
34,809
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
34,809
|
|
CFO(1)
|
|
2018
|
|
|
36,178
|
|
|
|
—
|
|
|
|
8,800
|
|
|
|
—
|
|
|
|
—
|
|
|
|
44,978
|
|
|
|
2017
|
|
|
36,684
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
36,684
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dahong Zhou,
|
|
2019
|
|
|
4,213
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,213
|
|
Secretary
|
|
2018
|
|
|
4,379
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,379
|
|
|
|
2017
|
|
|
4,446
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
4,446
|
|
|
(1)
|
On
November 3, 2014, the Board of the Company appointed Ms. Jing Hao to the position of Chief Financial Officer of the Company and
serve in accordance with the Bylaws of the Company and until her successor has been elected and has qualified, or until her earlier
resignation, removal or death.
|
|
(2)
|
The
value of the Stock Award is determined by multiplying the number of restricted shares issued by the quoted closing price of the
Company’s common stock on the date of the award, which was $0.88 as of September 13, 2018.
|
Employment
Agreements
Mr.
Zhenyong Liu receives a monthly salary of RMB 20,000 (approximately $2,900). On January 11, 2012, the Company awarded Mr. Zhenyong
Liu 44,326 shares of restricted common stock. These shares of common stock were issued under the 2011 ISP and are valued at $3.45
per share, based on the closing price on the date of the issuance. On December 31, 2013, the Company awarded Mr. Zhenyong Liu
80,000 shares of restricted common stock under the 2011 ISP and 2012 ISP, with a value of $2.66 per share, based on the closing
price on the date of the stock issuance. On January 12, 2016, the Company issued Mr. Zhenyong Liu 200,000 shares restricted common
stock under the 2015 Omnibus Equity Incentive Plan, with a value of $1.33 per share, based on the closing price on the date of
the issuance. On September 13, 2018, the Company issued 100,000 shares of common stock to Mr. Zhenyong Liu under the 2015 Omnibus
Equity Incentive Plan with a value of $0.88 per share as of the date of issuance.
Ms.
Jing Hao began receiving a monthly salary of RMB 20,000 (approximately $2,900) in January 2015. On September 13, 2018, the Company
issued 10,000 shares of common stock to Ms. Jing Hao under the 2015 Omnibus Equity Incentive Plan with a value of $0.88 per share
as of the date of issuance.
OUTSTANDING
EQUITY AWARDS AT 2019 FISCAL YEAR-END
There
were no option exercises in fiscal year of 2019 or options outstanding as of December 31, 2019.
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:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Audit Committee has selected the firm of WWC, P. C. Certified Accountants (“WWC”), an independent registered public
accounting firm, as our auditors for the fiscal year ending December 31, 2020, subject to ratification of such selection by our
stockholders.
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 WWC as our
independent registered public accounting firm for the fiscal year ending December 31, 2020.
Representatives
of WWC have been invited to but are not expected to be present at the Annual Meeting.
Audit
Fees
We
incurred approximately $171,600 for professional services rendered by our registered independent public accounting firm, WWC,
for the audit and reviews of the Company’s financial statements for each of fiscal 2019 and 2018.
Audit-Related
Fees
We
did not incur any audit-related fees to WWC in each of fiscal 2019 and 2018.
Tax
Fees
We
did not incur any tax fees to WWC in each of fiscal 2019 and 2018.
All
Other Fees
We
did not incur any fees from our registered independent public accounting firms for services rendered to us, other than the services
covered in “Audit Fees” and “Audit-Related Fees” for the fiscal years ended December 31, 2019 and 2018.
Pre-Approval
Policies and Procedures
The
Audit Committee pre-approves all audit and non-audit services performed by the Company’s auditor and the fees to be
paid in connection with such services in order to assure that the provision of such services does not impair the auditor’s
independence.
With
respect to the Company’s auditing and other non-audit related services rendered by its registered independent public accounting
firm for the years ended December 31, 2019 and 2018, all engagements were entered into pursuant to the Audit Committee’s
pre-approval policies and procedures.
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 WWC as our independent registered public accounting firm for the
fiscal year ending December 31, 2020.
PROPOSAL
3:
Advisory Vote on Executive Compensation
At
our 2017 annual shareholders 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 the Company approve all of the compensation of the Company’s executive officers who are named in
the Summary Compensation Table of the Company’s 2020 Proxy Statement, as such compensation is disclosed in the Company’s
2020 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 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 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.
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
4:
APPROVAL
OF A REDUCTION IN THE EXERCISE PRICE OF OUTSTANDING WARRANTS ISSUED IN A PRIVATE PLACEMENT AND THE APPROVAL OF THE ISSUANCE OF
COMMON STOCK REPRESENTING MORE THAN 20% OF OUR COMMON STOCK ISSUED AND OUTSTANDING UPON EXERCISE OF THE WARRANTS IN ACCORDANCE
WITH NYSE AMERICAN RULE 713(A)(II)
Overview
Our
Common Stock is currently listed on the NYSE American. We are subject to NYSE American Rule 713(a)(ii), which requires us to obtain
shareholder approval when shares will be issued in connection with a transaction involving the sale, issuance or potential issuance
by the issuer of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding shares
for less than the greater of book or market value of the shares.
We
entered into a securities purchase agreement (the “Purchase Agreement”) dated April 29, 2020 (the “Execution
Date”), with certain institutional investors, pursuant to which we agreed to sell to such investors an aggregate of 4,400,000
shares (the “Shares”) of our Common Stock in a registered direct offering and warrants (the “Warrants”)
to purchase up to 4,400,000 shares of our Common Stock in a concurrent private placement, for gross proceeds of approximately
$2.55 million (the “Financing”). The purchase price for each share of Common Stock and the corresponding warrant is
$0.58. The exercise price of the Warrant was $0.7425 per share.
Pursuant
to NYSE American Rule 713(a)(ii), an issuer must obtain stockholder approval for the sale, issuance, or potential issuance by
the issuer of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding stock for
less than the greater of book or market value of the common stock (the “Stockholder Approval”). The issuance by the
Company of the Shares, together with the Warrants, would be in excess of 20% of the Company’s issued and outstanding shares
of Common Stock as of the Execution Date, and the exercise price of $0.7425 of the Warrants issued in the private placement was
less than the book value of our Common Stock as of December 31, 2019, which was $7.53 per share.
As
a result, on May 4, 2020, the parties entered into an Amendment to the Purchase Agreement (the “Amendment”), whereby
the parties agreed to amend the terms of the Agreement to (a) increase the exercise price of the Warrants from $0.7425 to $7.53
per share, (b) provide that on or prior to August 4, 2020 (the “Stockholder Approval Deadline”), the Company must
hold a stockholder meeting to obtain Stockholder Approval of (i) the issuance of the Warrant Shares upon the exercise of the Warrants
representing greater than 20% of the Common Stock as of the Closing Date in accordance with NYSE American Rule 713(a)(ii), and
(ii) the reduction in the Exercise Price of the Warrants from $7.53 to $0.7425 per share, both subject to adjustments pursuant
to the terms of the Warrants, and (c) provide that from May 4, 2020 until the date on which the Stockholder Approval is obtained,
neither the Company nor any subsidiary of the Company shall issue, enter into any agreement to issue or announce the issuance
or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement) or file
any registration statement, or amendment or supplement thereto, with the Securities and Exchange Commission. The Amendment also
provides that if the Company fails to obtain Stockholder Approval by the Stockholder Approval Deadline, the Company shall pay
to each investor, in cash as a return of a portion of such investor’s subscription amount, $0.22 for each share of Common
Stock underlying such investor’s Warrants on the Closing Date up to an aggregate cash payment of $968,000 for all investors
(the “Shareholder Approval Failure Payments”). The payments shall be paid at the earlier of (a) three Business Days
after the stockholder meeting, and (b) the Stockholder Approval Deadline (the earlier date “Payments Due Date”). Any
payments outstanding after such Payments Due Date shall accrue interest at a rate of 24.0% per annum.
We
consummated the Financing on May 4, 2020. The Warrants will become exercisable on the earlier of November 4, 2020, six months
after the date of issuance, and the date the Company receives the Stockholder Approval, at an exercise price of $7.53 per share
and will expire on November 4, 2025, five years and six months after the date of issuance. In the event of a stock split, stock
dividend, combination, subsequent right offering or reclassification of the outstanding shares of our common Stock, the exercise
price and the number of shares issuable upon exercise of the Warrants shall be proportionately adjusted.
Because
the exercise price of $7.53 of the Warrants was not less than the greater of book or market value of the shares at the time of
the issuance, stockholder approval of the shares of Common Stock issuable in connection with the Warrants was not required under
NYSE American Rule 713(a)(ii).
We
are now proposing to amend the Warrants to reduce the exercise price to $0.7425. A reduction in the exercise price would result
in the issuance of Common Stock equal to more than 20% of our issued and outstanding shares at less than the greater of book or
market value of the shares. Even though stockholder approval of the initial issuance of the Warrants was not required, the proposed
reduction in exercise price of the Warrants and the issuance of our Common Stock issuable in connection with the Warrants does
require stockholder approval under NYSE American Rule 713(a)(ii). Therefore, we are asking our stockholders to authorize the proposed
reduction in exercise price of the Warrants and the issuance of shares of our Common Stock underlying the Warrants in order to
satisfy the stockholder approval requirements of NYSE American Rule 713(a)(ii).
Under
the terms of the Purchase Agreement, if we do not obtain stockholder approval, we will have to pay the Shareholder Approval Failure
Payments.
The
proposed reduction in the exercise price of the Warrants would not increase the number of shares of Common Stock for which the
Warrants are exercisable. Therefore, there will be no initial effect on the holdings of current stockholders as a result of the
reduction in exercise price. However, the exercise of the Warrants would dilute, and thereby reduce, each existing stockholder’s
proportionate ownership in our Common Stock and proportionate voting power. Under our current certificate of incorporation and
bylaws, stockholders do not have preemptive rights to subscribe to additional shares that may be issued by us in order to maintain
their proportionate ownership of the Common Stock.
Vote
Required and Board of Directors’ Recommendation
The
approval of Proposal 4 requires the affirmative vote of a majority of the total votes cast at the Annual Meeting, either in person
or by proxy. Abstentions and broker “non-votes” will have no effect with respect to the approval of the Proposal 4.
The
Board recommends a vote FOR the approval of Proposal 4.
STOCKHOLDER
PROPOSALS
Stockholders
who wish to present proposals for inclusion in the Company’s proxy materials for the 2021 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 February
25, 2021. 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 2021 Annual Meeting, other than one that will be included in our proxy materials, must notify
us no later than May 11, 2021. If a shareholder who wishes to present a proposal fails to notify us by May 11, 2021, 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
2019 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 2019 Annual Report, is available
on our Internet website at www.itpackaging.cn.
|
By
Order of the Board of Directors.
|
|
|
|
/s/
Zhenyong Liu
|
|
Zhenyong
Liu
|
|
Chairman
and Chief Executive Officer
|
Hebei
Province, PRC
June
10, 2020
FORM
OF PROXY CARD
IT
TECH PACKAGING, INC.
PROXY FOR THE 2020 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 July 23, 2020: 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 July
23, 2020 at 10 a.m. local time (July 22, 2020 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 June 10, 2020 (the “Notice”),
a copy of which has been received by the undersigned, as follows:
|
1.
|
THE
ELECTION OF THREE DIRECTORS IN CLASS II TO SERVE ON THE BOARD OF DIRECTORS OF THE COMPANY, WITH SUCH CLASS II DIRECTORS TO SERVE
UNTIL THE 2022 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED OR UNTIL
HIS 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
|
2.
|
THE
RATIFICATION OF APPOINTMENT OF WWC, P. C. CERTIFIED ACCOUNTANTS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY
FOR THE FISCAL YEAR ENDING DECEMBER 31, 2020. (Check one)
|
FOR
the proposal. ☐
AGAINST
the proposal. ☐
ABSTAIN
AUTHORITY to vote for the proposal. ☐
|
3.
|
ADVISORY
VOTE ON EXECUTIVE COMPENSATION.
|
FOR
the proposal. ☐
AGAINST
the proposal. ☐
ABSTAIN
AUTHORITY to vote for the proposal. ☐
|
4.
|
APPROVAL
OF A REDUCTION IN THE EXERCISE PRICE OF OUTSTANDING WARRANTS ISSUED IN A PRIVATE PLACEMENT AND THE APPROVAL OF THE ISSUANCE
OF COMMON STOCK REPRESENTING MORE THAN 20% OF OUR COMMON STOCK ISSUED AND OUTSTANDING UPON EXERCISE OF THE WARRANTS IN ACCORDANCE
WITH NYSE AMERICAN RULE 713(A)(II)
|
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 WWC,
P.C. CERTIFIED ACCOUNTANTS AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2020, FOR THE ADVISORY VOTES OF EXECUTIVE COMPENSATION, FOR THE PROPOSAL 4, AND ON ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.
Dated:_______________________________
|
|
|
Signature
of Stockholder
|
|
|
|
PLEASE
PRINT NAME
|
|
|
|
Certificate
Number(s)
|
|
|
|
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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