UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
_______________
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o☐ | | Definitive Proxy Statement |
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o | Definitive Additional Materials |
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o | Soliciting Material Pursuant to §240.14a-12 | |
ORIENT PAPER,IT TECH PACKAGING, INC.
__________________________
(Name of Registrant as Specified in its Charter)
__________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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Science Park, Juli Road
Xushui District, Baoding City
Hebei Province, People’s Republic of China 072550
June [___]September 10 , 2010
On behalf of the Board of Directors of Orient Paper,IT Tech Packaging, Inc., a Nevada corporation (the “Company” or “we”), I invite you to attend our 20102021 Annual Meeting of Stockholders (the “Annual Meeting”). We hope you can join us. The Annual Meeting will be held:
| | At: | [Grand Hyatt BeijingWei County Production Base, IT Tech Packaging, Inc.,
Industrial Park, Wei County, Hebei Province, China 054700 |
| | 1 East Chang An Avenue |
| | Beijing, People’s Republic of China 100738] |
| | On: | August 21, 2010November 12, 2021 |
| | |
| | Time: | 4:0010 a.m. local time (9 p.m. local timeET, November 11, 2021) |
The Notice of Annual Meeting of Stockholders, the Proxy Statement and the proxy card andaccompany this letter are also available, together with our 2009 Annual Report accompany this letter.
for the fiscal year ended December 31, 2020, 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, 2021, (iii) the approval of the adoption of the IT Tech Packaging, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”), 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.
As discussed in the enclosed Proxy Statement, the Annual Meeting will also be devoted to the approval of an amendment to our Certificate of Incorporation, election of directors, ratification of the appointment of BDO Limited as our independent registered public accounting firm for the fiscal year ending December 31, 2010, 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 votervote instructions, card, so that your shares are represented at the meeting. You may also revoke your proxy or votervote 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 Orient Paper, Inc.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 Orient Paper,IT Tech Packaging, Inc., Nansan Gongli, NanhuanScience Park, Juli Road, Xushui County, BoadingDistrict, Baoding City, Hebei Province, The People’s Republic of China 072550.
| Sincerely, | |
| | |
| /s/ Zhenyong Liu | |
| Zhenyong Liu | |
| Chairman and Chief Executive Officer | |
Science Park, Juli Road
ORIENT PAPER, INC.
Nansan Gongli, Nanhuan Road
Xushui County,District, Baoding City
Hebei Province, The People’s Republic of China 072550
______________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 21, 2010
______________
NOVEMBER 12, 2021To the Stockholders of ORIENT PAPER, INC.IT Tech Packaging, Inc. :
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of ORIENT PAPER, INC. (the “Company”)IT Tech Packaging, Inc., a Nevada corporation (the “Company”), will be held at [Grand Hyatt Beijing, 1 East Chang An Avenue, Beijing, People’s Republic ofWei County Production Base, IT Tech Packaging Inc., Industrial Park, Wei County, Hebei Province, China 100738] on Saturday, August 21, 2010,054700 on November 12, 2021, at 4:0010 a.m. local time (9 p.m. local time,ET, November 11, 2021), for the following purposes:
1. | To approve an amendment to the Company’s certificate of incorporation (the “Certificate of Incorporation”) to authorize the classification of the Board into two classes with staggered terms; |
2. 1. | To elect fivetwo directors in Class I to serve on the boardBoard of directors of the Company (the “Board”), in either Class I or Class II of the Board, subject to the provisions of the by-lawsDirectors of the Company, with such Class I directors to serve until the 20112023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until his/her earlier resignation, removalhis or death, and such Class II directors to serve until the 2012 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until his/her earlier resignation, removal or death; |
3. | 2. | To ratify the appointment of BDO LimitedWWC, P. C. Certified Accountants as ourthe Company’s independent registered public accounting firm for ourthe fiscal year ending December 31, 2010;2021; |
| 3. | To approve the adoption of the IT Tech Packaging, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”); and |
| 4. | 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 June 25, 2010September 20, 2021 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 of Stockholders or any adjournment or adjournments thereof.
| | By Order of the Board of Directors. |
| |
| /s/ Zhenyong Liu |
| | Zhenyong Liu |
| | Chairman and Chief Executive Officer |
| | |
Hebei Province, PRC
September , 2021 | |
Hebei Province, PRC
June [__], 2010
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, THE APPROVAL OF THE ADOPTION OF THE IT TECH PACKAGING INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN 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 NOVEMBER 12, 2021. THIS PROXY STATEMENT AND THE COMPANY’S 2020 ANNUAL REPORT TO THE STOCKHOLDERS WILL BE AVAILABLE AT WWW.ITPACKAGING.CN.
IT TECH PACKAGING, INC.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held August 21, 2010. This Proxy Statement to the Stockholders will be available at www.orientalpapercorporation.com.
Science Park, Juli Road,
ORIENT PAPER, INC.
Nansan Gongli, Nanhuan Road
Xushui County,District, Baoding City
Hebei Province, The People’s Republic of China 072550
______________
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 21, 2010
____________
ON NOVEMBER 12, 2021Date, Time and Place of the Annual Meeting
The enclosed proxy is solicited by the Board of Directors (the “Board”) of Orient Paper,IT Tech Packaging, Inc. (the “Company”), a Nevada corporation (the “Company”), in connection with the Annual Meeting of Stockholders to be held at [Grand Hyatt Beijing, 1 East Chang An Avenue, Beijing,Wei County Production Base, IT Tech Packaging, Inc., Industrial Park, Wei County, Hebei Province, People’s Republic of China 100738]054700 on Saturday, August 21, 2010,November 12, 2021, at 4:0010 a.m. local time (9 p.m. local time,ET, November 11, 2021), and any adjournments thereof, for the purposes set forth in the accompanying Notice of Meeting.
The principal executive office of the Company is Nansan Gongli, NanhuanScience Park, Juli Road, Xushui County,District, Baoding City, Hebei Province, The People’s Republic of China 072550, and its telephone number, including area code, is 011-86-312-8605508.
86-312-8698215.Purpose of the Annual Meeting
At the annual meeting,Annual Meeting, you will be asked to consider and vote upon the following matters:
1. | To approve an amendment to the Company’s certificate of incorporation (the “Certificate of Incorporation”) to authorize the classification of the Board into two classes with staggered terms; |
2. 1. | To elect fivetwo directors in Class I to serve on the board of directors of the Company (the “Board”), in either Class I or Class II of the Board, subject to the provisions of the by-laws of the Company, with such Class I directors to serve until the 20112023 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until his/her earlier resignation, removal or death, and such Class II directors to serve until the 2012 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until his/her earlier resignation, removal or death; |
3. | 2. | To ratify the appointment of BDO LimitedWWC, P. C. Certified Accountants as ourthe Company’s independent registered public accounting firm for ourthe fiscal year ending December 31, 2010;2021; |
| 3. | To approve the adoption of the IT Tech Packaging, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) and |
| 4. | 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 June 25, 2010September 20, 2021 (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 shareholderstockholder 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 statementProxy Statement and the enclosed proxy card to our stockholders on or about [July 26]September , 2010.
2021.
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; Quorum; Required Vote
Shares and QuorumThe number of outstanding shares of Common Stock entitled to vote at the meeting is [______].99,049,900. 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 49,524,951 shares, or a majority of suchthe number of outstanding shares shallof 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
however, 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) and Proposal 3 (approval of the adoption of the IT Tech Packaging, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”)) 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) and Proposal 3 (approval of the adoption of the IT Tech Packaging, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”)) , 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 | | The affirmative voteVote Required | | Broker
Discretionary
Vote Allowed |
Election of a majority of common shares present at the meeting and entitled to vote on each matter is required to approve the Company’s amendment to its Certificate of Incorporation to authorize the classification of the Board into two classes with staggered terms, attached hereto as Appendix A; |
· Class I Directors | Directors shall be elected by a plurality | Plurality of the votes cast;cast (the three directors receiving the most “For” votes) | | No |
· | The affirmative voteRatification of a majoritythe Appointment of common shares present at the meeting and entitled to vote on each matter is required to ratify the appointment of BDO LimitedWWC, P.C. Certified Accountants as the Company’s independent registered public accounting firmIndependent Registered Public Accounting Firm for the fiscal year ending December 31, 2010; and2021 | | A majority of the votes cast | | Yes |
| Approval of the adoption of the IT Tech Packaging, Inc. 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) | | A majority of the votes cast | | No |
· | To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof. |
Votes shall be countedVoting Procedures
In voting by oneproxy with regard to the election of directors, you may vote in favor of all nominees, withhold your votes as to all nominees, or more persons who shall servewithhold 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 inspectors of election. The inspectors of election will canvas the stockholders present in person at the meeting, count their votes and count the votes represented by proxies presented. Abstentions and broker non-votes are counted for purposes of determining the number of shares represented at the meeting, but are deemed not to have votedproposals. You should specify your respective choices on the proposal. Broker non-votes occur when a broker nominee (who has voted on oneaccompanying proxy card or more matters at the meeting) does notyour vote on one or more other matters at the meeting because it has not received instructions to so vote from the beneficial owner and does not have discretionary authority to so vote.instruction form.
For purposes of determining the votes cast with respect to any matter presented for consideration at the meeting, only those votes cast “FOR” or “AGAINST” are included. However, if a proxy is signed but no specification is given, the shares will be voted “FOR” Proposals 1, 2, and 3 (to approve the Company’s amendment to its Certificate of Incorporation, to elect the Board’s nominees to the Board of Directors, and to ratify the appointment of BDO Limited as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010).
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 20092020 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 20092020 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 Nansan Gongli, NanhuanIT Tech Packaging, Inc., Science Park, Juli Road, Xushui County,District, Baoding City, Hebei Province, The 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 ReportsReport and Proxy Statements,Statement, and you would like to receive a single copy of Annual ReportsReport and Proxy Statements,Statement, please specify such request in writing and send such written request to Nansan Gongli, NanhuanIT Tech Packaging, Inc., Science Park, Juli Road, Xushui County, Baoding City, Hebei Province, The People’s Republic of China 072550; Attention: Secretary.
Interest of Officers and Directors in Matters to Be Acted Upon
NoneExcept for the election to the Board of the two 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 President and (iv) all executive officers and directors as a group as of June 15, 2010.
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 | | | | | | | |
| | | | | | | | |
| Common Stock | Zhenyong Liu CEO and Director | | | 5,115,852 | | | | 34.37 | % |
| | | | | | | | | | |
| Common Stock | Winston C. Yen CFO (1) | | | 6,250 | | | | * | |
| | | | | | | | | | |
| Common Stock | Dahong Zhou Secretary | | | 0 | | | | 0 | % |
| | | | | | | | | | |
| Common Stock | Drew Bernstein Director (2) | | | 7,500 | | | | * | |
| | | | | | | | | | |
| Common Stock | Fuzeng Liu Director | | | 0 | | | | 0 | |
| | | | | | | | | | |
| Common Stock | Wenbing Christopher Wang Director (3) | | | 4,000 | | | | * | |
| | | | | | | | | | |
| Common Stock | Zhaofang Wang Director | | | 0 | | | | 0 | |
| | | | | | | | | | |
| Common Stock | | | | | | | | | |
| | | | | | | | | | |
| All Directors and Executive Officers as a Group (7 persons) | | | | 5,123,602 | | | | 34.47 | % |
*less| Title of Class | | Name and Address of
Beneficial Owner | | Amount and Nature of Beneficial Ownership | | | Percentage of
Common
Stock | |
| Directors and Executive Officers | | | | | | | | |
| Common Stock | | Zhenyong Liu, CEO and Director | | | 5,364,841 | | | | 5.4 | % |
| Common Stock | | Jing Hao, CFO | | | 10,000 | | | | * | |
| Common Stock | | Dahong Zhou, Secretary | | | 0 | | | | 0 | |
| Common Stock | | Marco Ku Hon Wai, Director | | | 7,500 | | | | * | |
| Common Stock | | Fuzeng Liu, Director | | | 5,000 | | | | * | |
| Common Stock | | Wenbing Christopher Wang, Director | | | 29,820 | | | | * | |
| Common Stock | | Lusha Niu, Director | | | 0 | | | | 0 | |
| All Directors and Executive Officers as a Group (7 persons) | | | | | 5,417,161 | | | | 5.5 | % |
| * | Less than 1% of the Company’s issued and outstanding common shares.
(1) On May 1, 2009, the Company entered into a Loanout Agreement with Winston C. Yen, CPA, a Professional Accountancy Corporation (“Lender”), for the services of Lender’s employee, Winston C. Yen, as Chief Financial Officer, for a term of one year. Pursuant to the agreement, Mr. Yen shall receive an annual salary of $36,000 for up to 80 hours of work per month, subject to adjustment for additional compensation of $2,000 per month during any calendar month when certain road show services are performed. Mr. Yen shall also receive up to an aggregate of 5,000 shares of common stock of the Company during the term of the agreement as follows. The shares shall vest,Company’s issued and be issued, on a quarterly basis at the rate of 1,250 shares every three calendar months, with the first installment to vest on May 10, 2009. The shares shall be subject to an 18 month lock-up period from the date of issuance.outstanding common shares. |
On April 21, 2010, the Company amended the terms of its Loanout Agreement. The amended agreement extends the term of the Loanout Agreement for a period of one year, to a new expiration date of April 20, 2011. Pursuant to the amended agreement, Mr. Yen’s workload was increased to 40 hours of work per week and, effective January 1, 2010, his annual salary was increased to $120,000 in cash compensation. Mr. Yen shall also receive 5,000 shares of common stock of the Company during the remaining term of the agreement. These shares shall vest, and be issued, on a quarterly basis at the rate of 1,250 shares every three calendar months, with the first installment to vest on May 10, 2010. The shares acquired under the original and amended agreement shall be subject to a lock-up period from the date of issuance until April 20, 2011. Except as otherwise disclosed above, the terms of the original Loanout Agreement shall remain in full force and effect.
(2)Effective October 28, 2009, the Company entered into an appointment letter with Drew Bernstein. Pursuant to the agreement, Mr. Bernstein was appointed our director and shall receive an annual salary of $20,000, payable on a monthly basis. Mr. Bernstein shall also receive 7,500 shares of common stock with piggyback registration rights subordinate to any investors in any past or present private placement of securities. |
(3)Effective October 28, 2009, the Company entered into an appointment letter with Wenbing Christopher Wang. Pursuant to the agreement, Mr. Wang was appointed our director and shall receive an annual salary of $20,000, payable on a monthly basis. Mr. Wang shall also receive 4,000 shares of common stock, which represents $20,000 divided by the closing price of the common stock on October 28, 2009, with piggyback registration rights subordinate to any investors in any past or present private placement of securities. |
There are no arrangements known to the Company, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the Company.
PROPOSAL 1: AMENDMENT TO CERTIFICATEELECTION OF INCORPORATION TO AUTHORIZE THE CLASSIFICATION OF THE BOARD OF DIRECTORS INTO TWO CLASSES WITH STAGGERED TERMS
The Board of Directors has adopted a resolution,Nominees for Director At the Classified Board Amendment, proposing an amendment to the Company's Certificate of Incorporation classifying the Board of Directors intoAnnual Meeting, two classes with staggered terms. At present, the Company's Board of Directors consists of a single class of five Directors, all of whom are elected at each annual meeting of stockholders. The Classified Board Amendment would classify the Board of Directors into two separate classes, as nearly equal in number as possible, with one class being elected each year to serve a staggered two-year term.
Members in each class would be elected at the Meeting. The Directors initially electeddirectors in Class I Drew Bernstein, Marco Ku Hon Wai and Wenbing Christopher Wang wouldare up for re-election, with such Class I directors to serve until the annual meeting2023 Annual Meeting of stockholders in 2011 and until their respective successors have been elected and have qualified, or until their earlier resignation, removal or death. The Directors initially elected in Class II, Zhenyong Liu, Fuzeng Liu and Zhaofang Wang, would serve until the annual meeting of stockholders in 2012 and until their respective successors have been elected and have qualified, or until their earlier resignation, removal or death. Beginning with the election of Directors to be held at the year 2011 annual meeting, the class of Directors to be elected in such year (Class I) would be elected for a two-year term, and at each successive annual meeting, the cl ass of Directors to be elected in such year would be elected for a two-year term, so that the term of office of one class of Directors shall expire in each year.
To preserve the classified board structure, the Classified Board Amendment also provides that a Director elected by the Board of Directors to fill a vacancy holds office until the next election of the class for which such Director has been chosen, and until that Director's successor has been elected and qualified or until his or her earlier resignation, removal or death.
Nevada law provides that the Directors may be removed from office by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote, unless otherwise provided in the Company’s articles of incorporation. Unless a Director is removed by the vote of stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote, or resigns, two annual elections are needed to replace all of the Directors on the classified Board of Directors. The Classified Board Amendment may, therefore, discourage an individual or entity from acquiring a significant position in the Company's stock with the intention of obtaining immediate control of the Board of Directors. The Company is not aware of any present third party plans to gain control of the Company.
The Classified Board Amendment could have the following anti-takeover effects:
· | encourage persons seeking to acquire control of the Company to initiate the acquisition through arm's-length negotiations with the Company's management and Board of Directors; |
· | discourage a third party from making a tender offer (or otherwise attempting to obtain control of the Company), even though such an attempt might benefit the Company and its stockholders; |
· | discourage accumulations of large blocks of the Company's stock and fluctuations in the market price of the Company's stock caused by accumulations (so that stockholders lose opportunities to sell their shares at temporarily higher prices); |
· | entrench incumbent management by discouraging a proxy contest, a holder of a substantial block of the Company's outstanding shares assuming control of the Company, or the removal of incumbent Directors or the change of control of the Board of Directors; and |
· | reduce the possibility that a third party could effect a sudden or surprise change in control of the Board of Directors without the support of the then incumbent Board of Directors. |
At the same time, the Classified Board Amendment would ensure that the Board of Directors and management, if confronted by a surprise proposal from a third party who had acquired a block of the Company's stock, would have time to review the proposal and appropriate alternatives to the proposal and possibly to attempt to negotiate a better transaction.
The complete text of the proposed amendment to the Company's Certificate of Incorporation, which includes the Classified Board Amendment, is attached as Appendix A. You should read Appendix A in its entirety.
Vote Required and Board of Directors’ Recommendation
The affirmative vote of the holders of a majority of all of the outstanding Common Shares of the Company is required for approval of this proposal.
The Board recommends a vote FOR the adoption of the proposed amendment to the Certificate of Incorporation.
PROPOSAL 2: ELECTION OF DIRECTORS
Nominees for Director
Five (5) Directors are to be elected at the Annual Meeting. Subject to stockholder approval of the Classified Board Amendment, members of the Board of Directors in each class will be elected at the Annual Meeting. The Directors initially elected in Class I, Drew Bernstein and Wenbing Christopher Wang, would serve until the annual meeting of stockholders in 2011Stockholders and until their respective successors have been elected and has qualified, or until their earlier resignation, removal or death. The Directors initially elected in Class II, Zhenyong Liu, Fuzeng Liu and Zhaofang Wang, would serve until the annual meeting of stockholders in 2012 and until their respective successors have been elected and has qualified, or until his earlier resignation, removal or death. Beginning with the election of Directors to be held at the year 2011 annu al meeting, each class of Directors would be elected for a two-year term. If for some unforeseen reason one or more of the nominees is not available as a candidate for Director,director, the Proxiesproxies 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, histheir age as of June 25, 2010,the Record Date, and the year in which he became a Director.director. Proxies not marked to the contrary will be voted in favor of each such nominee'snominee’s election. The Board recommends a vote FOR all nominees.
| Name | | Age | | Position with the Company | | Director Since | NameMarco Ku Hon Wai | | Age | | the Company | | Since | Zhenyong Liu | | 46
| | Chief Executive Officer, Chairman | | November 2007 | Drew Bernstein | | 5347 | | Director | | October 2009
November 2014 | | Wenbing Christopher Wang | | 38
50 | | Director | | October 2009 | Fuzeng Liu | | 60 | | Director | | November 2007
| Zhaofang Wang | | 54 | | Director | | October 2009
|
The following is a summary of the biographical information of our directors: director-nominees:
Zhenyong Liu. On November 30, 2007, Zhenyong Liu became a member ofMarco Ku Hon Wai. Mr. Marco Ku Hon Wai has served on the Board of Directors and was appointed Chairman of the Board of Directors. Mr. Liu has also served as the Company's Chief Executive Officer since November 16,3, 2014. Mr. Ku is the founder of Sensible Investment Company Limited, an investment consulting firm based in Hong Kong founded in 2013. 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. Liu also serves as Chairman of Hebei Baoding Orient Paper Milling Company Limited,Ku worked at KPMG LLP from 1996 to 2000, where his last held position was Assistant Manager. Mr. Ku received a position he has held since 1996. Hebei Baoding Orient Paper Milling Company Limited is the Chinese operating subsidiary of Dongfang Zhiye Holding Limited, which entity was acquired by our Company under the merger transaction previously reported by Orient Paperbachelor’s degree in its Current Report on Form 8-K filed with the Commission on November 2, 2007. From 1990 to 1996, he served as Plant Director of Xinxin Paper Milling Factory. Mr. Liu served as General Manager of Xush ui Town Huandong electronic appliances procurement station from 1986 to 1990 and as Vice Plant Director of Liuzhuang Casting Factory from 1982 to 1986.
Drew Bernstein. Mr. Drew Bernstein was appointed as our director on October 28, 2009. Mr. Bernstein is co-founder and managing partner of Bernstein & Pinchuk LLP, an accounting firm headquartered in New York, a position he has held since 1983. Mr. Bernstein, a certified public accountant, received his BS degreefinance from the Hong Kong University of Maryland Business School. HeScience and Technology in 1996, and is currently a fellow member of the AmericanHong Kong Institute of Certified Public Accounts (AICPA), The New York State Society of Certified Public Accounts (NYSSCPA) and The National Society of Accountants (NSA). Mr. Bernstein currently serves as a director of China Wind Systems, Inc. (OTCBB: CHWY) and Neostem, Inc. (AMEX:NBS).Accountants.
Wenbing Christopher Wang.Mr. Wenbing Christopher Wang was appointed as our directorhas served on the Board of Directors since October 28, 2009. Mr. Wang has also been serving as President and directorDirector of Fushi Copperweld,FushiCopperweld, Inc. (NASDAQ: FSIN) (“Fushi”) since January 21, 2008. Mr. Wang also 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 VCChinaVC China in various capacities. Fluent in both English and Chinese, Mr. Wang holds an MBAa master’s degree in Financebusiness administration and Corporate Accountingfinance 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. Mr. Wan g currently serves The Board believes that each of the Company’s director-nominees is highly qualified to serve as a directormember of General Steel Holdings (NYSE: GSI)the Board. Each of the director-nominees has contributed to the mix of skills, core competencies and China Integrated Energy, Inc. (Nasdaq: CBEH).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 I, Marco Ku Hon Wai and Wenbing Christopher Wang, will serve for a two-year term until the 2023 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 | | 58 | | Chief Executive Officer and Chairman of the Board (Class II) | | Jing Hao | | 38 | | Chief Financial Officer | | Dahong Zhou | | 42 | | Secretary | | Marco Ku Hon Wai | | 47 | | Director (Class I) | | Wenbing Christopher Wang | | 50 | | Director (Class I) | | Fuzeng Liu | | 72 | | Director (Class II) | | LushaNiu | | 42 | | Director (Class II) |
The Directors in Class I, Marco Ku Hon Wai and Wenbing Christopher Wang, 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 II, Zhenyong Liu, Fuzeng Liu, and LushaNiu, will serve until the 2022 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 I 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 two Class I directors nominated for election. The biographical information about the Class I directors is set forth above under the heading “Proposal 1: Election of Directors — Nominees for Directors” Zhenyong Liu. On November 30, 2007, FuzengMr. Zhenyong Liu became a member of the Board of Directors.Directors, and was appointed as Chairman of the Board of Directors on November 30, 2007. Mr. Liu has also served as the Company’s Chief Executive Officer since November 16, 2007, and serves as Vice General ManagerChairman of Hebei Baoding OrientDongfang Paper Milling Company Limited (Dongfang Paper), a position he has held since 2002. Hebei Baoding Orient1996. From 1990 to 1996, he served as Plant Director of Xinxin Paper Milling Company Limited isFactory in Xushui District. Mr. Liu served as General Manager of the Chinese operating subsidiaryEast Central Household Appliance Purchases and Supply Station from 1980 to 1989. Fuzeng Liu. Mr. Fuzeng Liu has been a member of the Board of Directors since November 30, 2007. Mr. Liu has also served as Vice President of Dongfang Zhiye Holding Limited.Paper since 2002. Previously, he wasserved as Deputy Secretary of Xushui Townthe Traffic Bureau of Xushui District from 1992 to 2002 and as Party Secretary of Dayin Town, Xushui Town Dayin VillageDistrict from 1988 to 1992, and1992.Mr. Liu also served as Head of the Cuizhuang Town, Xushui Town Cuizhuang VillageDistrict from 1984 to 1984.1988. From 1977 to 1984, Mr. Liu served inworked at the committee office of Xushui Town. From 1970 to 1977, Mr. Liu served in the Pharmaceutical Company of Xushui Town.District.
Zhaofang WangLusha Niu. Ms. Zhaofang Wang was appointed as our director on October 28, 2009. Ms. WangNiu has been a member of the Board of Directors since October12, 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 ResearchCorporate Communications and DevelopmentPublic Affairs, Asia Lead of Financial Communication at China National Pulp & Paper Research Institute,MSL GROUP, a national research and higher education institution in the PRC, since November 2005.global public communications firm. From October 1999 to October 2005,August 2008 until August 2013, Ms. WangNiu was an Associate Director at APCO Worldwide, a Washington D.C. based global public affairs consulting firm. Ms. Niu also served as Director of the Department of Urban Developmenta Consulting Analyst with the Ministry of Housing and Urban-Rural Development.BDA Consulting, advising global institutional investors on their China deal strategy. Ms. Wang,Niu holds a certified senior economist, received a bachelor’sMaster’s degree in economic management at BeijingFinance from the University Guanghua School of Management.Colorado.
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.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 OrientDongfang Paper Milling Company Limited, for many years and benefit from an intimate knowledge of our operations and corporate philosophy.
SaveJing Hao. Ms. Jing Hao was appointed as otherwise reported above, noneour 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 holdheld directorships in other reporting companies and registered investment companies at any time during the past five years. 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. |
· | ● | 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. |
Term of Office
As described above, subject to stockholder approval of the Classified Board Amendment, members of the Board of Directors in each class will be elected at the Meeting. The Directors initially elected in Class I, Drew Bernstein and Wenbing Christopher Wang, would serve until the annual meeting of stockholders in 2011 and until their respective successors have been elected and have qualified, or until their earlier resignation, removal or death. The Directors initially elected in Class II, Zhenyong Liu, Fuzeng Liu and Zhaofang Wang, would serve until the annual meeting of stockholders in 2012 and until their respective successors have been elected and have qualified, or until their earlier resignation, removal or death. Beginning with the election of Directors to be held at the year 2011 annual meeting, the class of Directors to be el ected in such year (Class I) would be elected for a two-year term, and at each successive annual meeting, the class of Directors to be elected in such year would be elected for a two-year term, so that the term of office of one class of Directors shall expire in each year. If the stockholders do not approve the Classified Board Amendment, each Director will hold office until the next annual meeting of stockholders or until his or her successor is elected and qualified or until his/her earlier resignation, removal or death. Each executive officer will hold office until the next regular meeting of the Board of Directors following the next annual meeting of stockholders or until his or her successor is elected or appointed and qualified.
Vote Required and Board of Directors’ Recommendation
The affirmative vote of the holders of a plurality of all of the outstanding Common Shares of the Company is required for approval of this proposal.
The Board recommends a vote FOR the election of all the above director nominees.
Set forth below is certain information regarding our directors and executive officers. Our Board of Directors is comprised of five directors. There are no family relationships between any of our directors or executive officers. Subject to stockholder approval of the Classified Board Amendment, the five directors elected will serve in either Class I or Class II, subject to the provisions of the by-laws of the Company, with such Class I directors to serve until the 2011 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until his/her earlier resignation, removal or death, and such Class II directors to serve until the 2012 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until his/her earlier resignation, rem oval or death. All officers serve at the pleasure of the Board.
The following table sets forth certain information with respect to our directors and executive officers:
| | | | | Name | | Age | | Position/Title | Zhenyong Liu | | 46 | | Chief Executive Officer and Chairman of the Board | Winston C. Yen | | 41 | | Chief Financial Officer | Dahong Zhou | | 30 | | Secretary | Drew Bernstein | | 53 | | Director | Wenbing Christopher Wang | | 38 | | Director | Fuzeng Liu | | 60 | | Director | Zhaofang Wang | | 54 | | Director |
Information regarding the principal occupations of Zhenyong Liu, Drew Bernstein, Wenbing Christopher Wang, Fuzeng Liu, and Zhaofang Wang are set forth above under the heading “Director Nominees.” Information regarding the principal occupations of our other executive officers is set forth below.
Winston C. Yen, 41, was appointed as our Chief Financial Officer on May 1, 2009. Mr. Yen is a partner at ACCellence, LLP, a Los Angeles, California public accounting firm that he founded in December 2005. Previously, he served as a partner of the accounting firm of Harry C. Lin, CPA, APC in City of Industry, California from 2001 to 2005. Mr. Yen served as a manager at Moss Adams, LLP from 2000 to 2001 and was an audit/tax supervising senior at CBIZ from 1997 to 1999. He received a Bachelor’s degree in Accounting from the National Chengchi University in Taiwan in 1990 and a Master’s degree in Accounting Science from the University of Illinois at Urbana-Champaign in 1994.
Dahong Zhou, 30, was appointed as our Secretary on November 16, 2007. Mr. Zhou also serves as Executive Manager of Hebei Baoding Orient Paper Milling Company Limited, a position she has held since 2006. Hebei Baoding Orient Paper Milling Company Limited is the Chinese operating subsidiary of Dongfang Zhiye Holding Limited, which entity was acquired by our Company under the Merger Transaction reported in our Current Report filed November 2, 2007.
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
The Chief Executive Officer of Orient Paper loaned money (over a period of time) to HBOP for working capital purposes, which amounted to RMB 41,970,716 Yuan as of June 30, 2009. On July 24, 2008,Loans from our principal shareholder, Chairman and CEO Mr. Zhenyong Liu MrZhenyong Liu, the Chief Executive Officer of the Company agreed to change the term of the loan from payable on demand to a period of three years, maturing on July 23, 2011, and with no stated interest. On August 31, 2009, the Company, HBOP, and our Chief Executive Officer entered into a tri-party Debt Assignment and Assumption Agreement, under which the Company agreed to assume $4,000,000, or RMB 27,364,800 Yuan, of HBOP’s debt owed to our Chief Executive Officer. Accordingly, the Company issued 1,204,341 shares of restricted common stock to our Chief Executive Officer on August 31, 2009 at the price of $3.32132 (post reverse split) per share. As of December 31, 2009 and 2008, net amount due to Mr. Liu were $2,136,242 and $6,157,104 respectively. On August 5, 2008, a shareholder and a former member of our Board of DirectorsCompany’s CEO has loaned money to OrientDongfang 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 $392,855 and $367,441 of interest were outstanding to Mr. Zhenyong Liu, which amounted to $877,552were recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet as of December 31, 2009. The amount owed bears interest at 7.56% per annum,2020, and is due on July 31, 2011.
2019, respectively.On August 5, 2008,December 10, 2014, Mr. Zhenyong Liu provided a shareholder and a former member of our Board of Directors loaned moneyloan to Orientthe Company, amounted to $8,742,278 to Dongfang Paper for working capital purposes,purpose with an interest rate of 4.35% per annum, which amountedwas 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 $1,096,940Mr. 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, 2020, and 2019, approximately $45,978 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 $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, 2020, and 2019, the outstanding loan balance were $nil and $2,185,569, respectively, and the accrued interest was $210,635and $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 December 31, 2020, and 2019, total amount of loans due to Mr. Zhenyong Liu were $nil. The interest expense incurred for such related party loans are $nil and $94,636for the years ended December 31, 2020, and 2019, respectively. The accrued interest owe to the CEO was approximately $649,468 and $607,453, as of December 31, 2009.2020, and 2019, respectively, which was recorded in other payables and accrued liabilities. As of December 31, 2020, and 2019, amount due to shareholder are $727,433 and $483,433, respectively, which represents funds from shareholders to pay for various expenses incurred in the U.S. The amount owed bears interest at 7.56% per annum, and is due on demand with interest free. Sale of Headquarters Compound Real Properties to a Related Party On August 4, 2011. 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 $145,052(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 transactions. Alltransaction whether such related party transactions must then be reported under applicable Securities and Exchange Commission rules.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 OWERNSHIPOWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act, of 1934, as amended, 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 Securities and Exchange CommissionSEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of the 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 Securities and Exchange CommissionSEC 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, 2009,2020, 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, filed all required reports on a timely basis except for Winston C. Yen was late for one Form 3 filing.
stock.
DIRECTOR INDEPNDENCE
INDEPENDENCEThe Company currently has three independent directors, Drew Bernstein,Marco Ku Hon Wai, Wenbing Christopher Wang, and Zhaofang Wang,LushaNiu, as that term is defined under the NYSE Corporate Governance Rules. American Company Guide.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS;
ANNUAL MEETING ATTENDNACE ATTENDANCEOur business, property and affairs are managed by or under the direction of the board of directors.Board. Members of the boardBoard 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 of directorsBoard has three committees -— the Audit Committee, the Compensation Committee and the Corporate Governance/Nominating Committee. The Audit Committee comprises Drew Bernstein,is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Zhaofang Wang,LushaNiu, with Mr. BernsteinMarco Ku Hon Wai serving as chairman. The Compensation Committee comprises Drew Bernstein,is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Zhaofang Wang,LushaNiu, with Ms. Zhaofang WangLushaNiu serving as chairwoman. The Nominating Committee comprises Drew Bernstein,is comprised of Marco Ku Hon Wai, Wenbing Christopher Wang and Zhaofang Wang,LushaNiu, with Mr. Wenbing Christopher Wang serving as chairman. Our 2010 long-term incentive plan, once approved, shall be administered by the Compensation Committee.
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. Each member of our Audit Committee is independent as that term is defined under the NYSE Corporate Governance Rules. TheOur Board has determined that Drew Bernstein qualifiesboth Mr. Marco Ku Hon Wai and Mr. Wenbing Christopher Wang qualify as an Audit Committee “Financial Expert”audit committee financial experts and have the accounting or financial management expertise as required under applicable rules of the Securities and Exchange Commission.NYSE Rule 303A.07(a). Our board of directorsBoard 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 onat our corporate website at http://www.irsite.com/images/library/orientalpaper/Audit%20Committee%20Charter.pdf.www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912345722139375725.pdf.
TheOur 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 of directors,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 onat our corporate website at http://www.ir-site.com/images/library/orientalpaper/COMPENSATION%20COMMITTEE%20CHARTER.pdf.www.itpackaging.cn/uploadfile/txyxfh/file/20181029/6367640912355880048874958.pdf.
TheOur Nominating Committee is involved in evaluating the desirability of and recommending to the boardBoard any changes in the size and composition of the board,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 onat our corporate website at http://www.irsite.com/images/library/orientalpaper/Nominating%20Committee%20Charter.pdfwww.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 companyCompany and the stockholders as a whole, (iii) have background and experience in fields that will complimentcomplement the talents of the other members of ourthe Board, of Directors, (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 ourthe Board of Directors and our management, (vi) have the ability to remain on ourthe Board of Directors long enough to make a meaningful contribution, and (vii) have no material relationships with compe titorscompetitors or other third parties that could create a reasonable likelihood of a conflict of interest or other legal issues.
When considering potential director nominees,director-nominees, the Nominating Committee also will consider the current composition of ourthe Board of Directors 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,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.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 ourthe Board, of Directors, 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 ourthe Board of Directors at our 2011 annual meeting2022 Annual Meeting of stockholdersStockholders may do so by submitting a written recommendation to the Nominating Committee, care of Orient Paper,IT Tech Packaging, Inc. at Nansan Gongli, Nanhuan, Science Park, Juli Road, Xushui County,District, Baoding City, Hebei Province, The People’s Republic of China 072550, Attention: Dahong Zhou, Secretary, in accordance with the procedures set forth below in this proxy statementProxy Statement under the heading “Stockholder Proposals.” For nominees for election to ourthe Board of Directors 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 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.
The boardBoard and its committees held the following number of meetings during 2009:
Board of Directors 7
Audit Committee N/A (not formed until October 28, 2009)
Compensation Committee N/A (not formed until October 28, 2009)
Nominating Committee N/A (not formed until October 28, 2009)
fiscal 2020:| Board of Directors | | 8 | | Audit Committee | | 5 | | Compensation Committee | | 3 | | 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 boardBoard of Directors and those committees on which he served during the year.
Our non-management did not meet in executive session during 2009.
BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT Mr. Zhenyong Liu is our chairman and chief executive officer.Chief Executive Officer. At the advice of other members of the management or the Board, Mr. Liu calls meetings of the Board of Directors when necessary. We have three independent directors. We do not have a lead independent director. 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 structur estructure has served the Company well.
Our Board of Directors 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’sCompany’s governance structure and processes. |
OurThe Board of Directors 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 of Directors or with specified members of the Board of Directors should do so by sending any communication to Nansan Gongli, NanhuanIT Tech Packaging, Inc., Science Park, Juli Road, Xushui County,District, Baoding City, Hebei Province, The 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 of Directors or to any individual member or members of the Board of Directors 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.
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 onat our corporate website at www.orientalpapercorporation.comhttp://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 yearyears ended December 31, 20092020, 2019 and December 31, 2008:
| | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compen- sation($) | | | Total ($) | | Fuzheng Liu, Director | | 2009 | | $ | 4,912 | | | | - | | | | - | | | | - | | | | - | | | $ | 4,912 | | | | | 2008 | | $ | 4,826 | | | | - | | | | - | | | | - | | | | - | | | $ | 4,826 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Drew Bernstein Director | | 2009 | | $ | 3,333 | | | | | | | $ | 37,500 | | | | - | | | | - | | | $ | 40,833 | | | | | 2008 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Wenbing Christopher Wang Director | | 2009 | | $ | 3,333 | | | | - | | | $ | 20,000 | | | | - | | | | - | | | $ | 23,333 | | | | | 2008 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Zhaofang Wang Director | | 2009 | | $ | 1,218 | | | | - | | | | - | | | | - | | | | - | | | $ | 1,218 | | | | | 2008 | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Xiaodong Liu, Former Director | | 2009 | | $ | 29,236 | | | | - | | | | - | | | | - | | | | - | | | $ | 29,236 | | | | | 2008 | | $ | 34,471 | | | | - | | | | - | | | | - | | | | - | | | $ | 34,471 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Chen Li, Former Director | | 2009 | | $ | 4,093 | | | | - | | | | - | | | | - | | | | - | | | $ | 4,093 | | | | | 2008 | | $ | 4,826 | | | | - | | | | - | | | | - | | | | - | | | $ | 4,826 | |
2018:| Name and Principal Position | | Year | | Salary
($) | | | Bonus
($) | | | Stock Awards
($) | | | Option Awards
($) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Total
($) | | | Fuzeng Liu | | 2020 | | | 7,953 | | | | — | | | | — | | | | — | | | | — | | | | 7,953 | | | Director | | 2019 | | | 7,547 | | | | — | | | | — | | | | — | | | | — | | | | 7,547 | | | | | 2018 | | | 7,844 | | | | — | | | | — | | | | — | | | | — | | | | 7,844 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Marco Ku Hon Wai | | 2020 | | | 20,000 | | | | — | | | | — | | | | — | | | | — | | | | 20,000 | | | Director | | 2019 | | | 20,000 | | | | — | | | | — | | | | — | | | | — | | | | 20,000 | | | | | 2018 | | | 20,000 | | | | — | | | | — | | | | — | | | | — | | | | 20,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Wenbing Christopher Wang | | 2020 | | | 20,000 | | | | — | | | | — | | | | — | | | | — | | | | 20,000 | | | Director | | 2019 | | | 20,000 | | | | — | | | | — | | | | — | | | | — | | | | 20,000 | | | | | 2018 | | | 20,000 | | | | — | | | | — | | | | — | | | | — | | | | 20,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | LushaNiu | | 2020 | | | 7,642 | | | | — | | | | — | | | | — | | | | — | | | | 7,642 | | | Director | | 2019 | | | 7,252 | | | | — | | | | — | | | | — | | | | — | | | | 7,252 | | | | | 2018 | | | 7,537 | | | | — | | | | — | | | | — | | | | — | | | | 7,537 | |
Effective October 28, 2009, the Company entered into an appointment letter with Drew Bernstein. Pursuant to the agreement,November 1, 2014, Mr. Bernstein was appointedMarco Ku Hon Wai began serving as our director and shall receive anhas received annual salarycompensation of $20,000, payable on a monthly basis. In addition, the Company agreed to issue Mr. Bernstein shall also receiveKu 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 piggyback registration rights subordinatea 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 any investors in any past or present private placement of securities.
the Company.Effective October 28, 2009, the Company entered into an appointment letter withMr. Wenbing Christopher Wang. Pursuant to the agreement, Mr. Wang was appointedhas served as our director and shall receive anhas received annual salarycompensation of $20,000, payable on a monthly basis. Mr. Wang shall also receivereceived 4,000 shares of common stock, which representsa number equal to $20,000 divided by the closing price of the common stock on October 28, 2009, with piggyback registration rights subordinate to anythat held by investors in any past or presentfuture private placement of securities.
Effective October 28, 2009, On January 11, 2012, the Company entered into an appointment letterawarded 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 of restricted common stock under the 2011 Plan and 2012 Plan, with Zhaofang Wang. Pursuant toa value of $2.66 per share, based on the agreement,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. WangLushaNiu was appointedelected as our director and shall receive anreceives annual salarycompensation of RMB 50,000,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 appointment lettersappointments described above, there are no understandings or arrangements betweenamong Mr. Bernstein,Zhenyong Liu, Mr. Fuzeng Liu, Mr. Marco Ku Hon Wai, Mr. Wenbing Christopher Wang or Ms. WangLushaNiu and any other person, pursuant to which Mr. Bernstein,Zhenyong Liu, Mr. Fuzeng Liu, Mr. Marco Ku Hon Wai, Mr. Wenbing Christopher Wang, or Ms. WangLushaNiu was appointed as a director. NeitherNone of Mr. Bernstein,Zhenyong Liu, Mr. Fuzeng Liu, Mr. Marco Ku Hon Wai, Mr. Wenbing Christopher Wang norand Ms. WangLushaNiu 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 ourthe Board, of Directors, 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, 20092020 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'sfirm’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 20092020 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 ourthe Board of Directors that our audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2009.
2020.Each of the members of the Audit Committee is independent as defined under the standards of the Commission and the NYSE Corporate Governance Rules,American Company Guide, and Drew Bernstein qualifiesboth 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 Corporate Governance RulesAmerican Company Guide and of such rules of the Commission.
Respectfully submitted by the Audit Committee, Marco Ku Hon Wai, Chairman
Drew Bernstein, Chairman
Wenbing Christopher Wang Zhaofang Wang
Lusha NiuThe 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.
Compensation Discussion and Analysis
This section contains a discussion of the material elements of compensation awarded to, earned by or paid to our principal executive officer, and our principal financial officer during the fiscal year ended December 31, 2009. Accordingly, our “Named Executive Officers” are Zhenyong Liu, our Chief Executive Officer, and Winston C. Yen, our Chief Financial Officer.
The objectives of our compensation program are as follows:
· | Reward performance that drives substantial increases in shareholder value, as evidenced through both future operating profits and increased market price of our common shares; and | · | Attract, hire and retain well-qualified executives. |
The Board of Directors has established a Compensation Committee, comprised exclusively of independent outside directors which approves all compensation and awards to executive management. The members of the Compensation Committee have extensive executive level experience in other companies and bring a perspective of reasonableness to compensation matters with our Company. In addition, the Compensation Committee compares executive compensation practices of similar companies at similar stages of development.
Our Compensation Committee’s goals in regards to executive compensation are primarily to balance the philosophy identified above with the need to recruit, hire, retain, motivate and reward the most talented executives by providing compensation that is competitive with the companies against which we compete for executive talent. Although the Compensation Committee will continue to review our executive compensation program in light of these goals and we may in the future adopt a more varied and comprehensive approach to compensation that provides short-term and long-term incentive opportunities for our executives, we expect that our current executive compensation structure will continue for the near future.
The compensation level of our executives generally reflects their unique position and incentive to positively affect our future operating performance and shareholder value. Our management compensation primarily has been comprised of a cash base salary and, to a limited degree, stock awards.
In light of the straightforward nature of our executive compensation program, the Compensation Committee has not retained executive compensation consultants and does not regularly review compensation data for any particular group of peer companies.
COMPENSATION COMMITTEE REPORT OF EXECUTIVE COMPENSATION
The Compensation Committee has reviewed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K and discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference into the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2009. This report is provided by the following independent directors, who comprise the Compensation Committee:
Drew Bernstein
Wenbing Christopher Wang
Zhaofang Wang (Chairman)
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee during the fiscal year ended 2009 were Drew Bernstein, Wenbing Christopher Wang and Zhaofang Wang, with Ms. Zhaofang Wang serving as its chairman. None of our members of the Compensation Committee during the fiscal year ended 2009 served as an officer or employee of the Company, was formerly an officer of the Company, or had any relationship requiring disclosure required by Item 404 of Regulation S-K.
SUMMARY COMPENSATION TABLE
The following summary compensation table indicatessummarizes the cash and non-cash compensation earned during the years ended December 31, 20092020, 2019 and 20082018 by each person who served as principal executive officer, principal financial officer, and secretary during 2009. No officer received compensation2020. | Name and Principal Position | | Year | | Salary
($) | | | Bonus
($) | | | Stock
Awards(1)
($) | | | Option Awards
($) | | | Non-Equity
Incentive Plan
Compensation
($) | | | Total
($) | | | Zhenyong Liu, | | 2020 | | | 36,782 | | | | 40,000 | | | | 120,000 | | | | — | | | | — | | | | 196,782 | | | Chairman, CEO | | 2019 | | | 34,809 | | | | — | | | | — | | | | — | | | | — | | | | 34,809 | | | | | 2018 | | | 36,178 | | | | — | | | �� | 88,000 | | | | — | | | | — | | | | 124,178 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jing Hao, | | 2020 | | | 36,782 | | | | 40,000 | | | | — | | | | — | | | | — | | | | 76,782 | | | CFO | | 2019 | | | 34,809 | | | | — | | | | — | | | | — | | | | — | | | | 34,809 | | | | | 2018 | | | 36,178 | | | | — | | | | 8,800 | | | | — | | | | — | | | | 44,978 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dahong Zhou, | | 2020 | | | 4,452 | | | | — | | | | — | | | | — | | | | — | | | | 4,452 | | | Secretary | | 2019 | | | 4,213 | | | | — | | | | — | | | | — | | | | — | | | | 4,213 | | | | | 2018 | | | 4,379 | | | | — | | | | — | | | | — | | | | — | | | | 4,379 | |
| (1) | 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 $0.60 as of April 8, 2020. |
Employment Agreements Mr. Zhenyong Liu receives a monthly salary of $100,000 or more during 2009.
| | | | | | | | | | | | | | | | | | | | | | Name and Principal Position | | Year | | Salary ($) | | | Bonus ($) | | | Stock Awards ($) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compen- sation($) | | | Total ($) | | Zhenyong Liu, Chairman, CEO | | 2009 | | $ | 35,083 | | | | - | | | | - | | | | - | | | | - | | | $ | 35,083 | | | | | 2008 | | $ | 34,472 | | | | - | | | | - | | | | - | | | | - | | | $ | 34,472 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Winston C. Yen CFO | | 2009 | | $ | 38,000 | | | | - | | | $ | 25,375 | | | | - | | | | - | | | $ | 63,375 | | | | | 2008 | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dahong Zhou, Secretary | | 2009 | | $ | 3,508 | | | | - | | | | - | | | | - | | | | - | | | $ | 3,508 | | | | | 2008 | | $ | 3,447 | | | | - | | | | - | | | | - | | | | - | | | $ | 3,447 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Jing Hao Former CFO | | 2009 | | $ | 1,462 | | | | - | | | | - | | | | - | | | | - | | | $ | 1,462 | | | | | 2008 | | $ | 4,309 | | | | - | | | | - | | | | - | | | | - | | | $ | 4,309 | |
Employment Agreements
RMB 20,000 (approximately $3,065). On May 1, 2009,January 11, 2012, the Company entered into a Loanout Agreement with Winston C. Yen, CPA, a Professional Accountancy Corporation (“Lender”), for the servicesawarded Mr. Zhenyong Liu 44,326 shares of Lender’s employee, Winston C. Yen, as Chief Financial Officer, for a term of one year. Pursuant to the agreement, Mr. Yen shall receive an annual salary of $36,000 for up to 80 hours of work per month, subject to adjustment for additional compensation of $2,000 per month during any calendar month when certain road show services are performed. Mr. Yen shall also receive up to an aggregate of 5,000restricted 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 duringawarded Mr. Zhenyong Liu 8,000 shares of restricted common stock under the term2011 ISP and 2012 ISP, with a value of $2.66 per share, based on the closing price on the date of the agreementstock 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 follows. The shares shall vest, and be issued, on a quarterly basis at the rate of 1,250 shares every three calendar months, with the first installment to vest on May 10, 2009. The shares sh all be subject to an 18 month lock-up period from the date of issuance.
On April 21, 2010,8, 2020, the Company amended the terms of its Loanout Agreement. The amended agreement extends the term of the Loanout Agreement for a period of one year, to a new expiration date of April 20, 2011. Pursuant to the amended agreement, Mr. Yen’s workload was increased to 40 hours of work per week and, effective January 1, 2010, his annual salary was increased to $120,000 in cash compensation. Mr. Yen shall also receive 5,000issued 200,000 shares of common stock to Mr. Zhenyong Liu under the 2019 ISP with a value of $0.60 per share as of the date of issuance. On September 8, 2020, the Compensation Committee of the Company duringunanimously approved that Mr. Zhenyong Liu shall receive the remaining termbonus of $40,000 for his service rendered in the agreement. Theseyear 2020.Ms. Hao began receiving a monthly salary of RMB 20,000 (approximately $3,065) in January 2015. On September 13, 2018, the company issued 10,000 shares shall vest, and be issued, on a quarterly basis at the rate of 1,250 shares every three calendar months, with the first installmentcommon stock to vest on May 10, 2010. The shares acquiredMs. Jing Hao under the original and amended agreement shal l be subject to2015 Omnibus Equity Incentive Plan with a lock-up period fromvalue of $0.88 per share as of the date of issuance until April 20, 2011. Except as otherwise disclosed above,issuance. On September 8,2020, the termsCompensation Committee of the original Loanout AgreementCompany unanimously approved that Ms. Jing Hao shall remainreceive the bonus of $40,000 for her service rendered in full force and effect.
the year 2020.OUTSTANDING EQUITY AWARDS AT 20092020 FISCAL YEAR-END
The Company has not granted anyThere were no option exercises in fiscal year of 2020 or options to our named executive officers or directors.
outstanding as of December 31, 2020.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 3: 2:
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee has selected the firm of BDO Limited,WWC, P. C. Certified Accountants (“WWC”), an independent registered public accounting firm, as our auditors for the fiscal year ending December 31, 2010,2021, subject to ratification of such selection by stockholders.
Previous Independent Accountant
On December 1, 2009, Davis Accounting Group P.C. (“Davis”) resigned as our registered independent public accounting firm as reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 1, 2009 (the “8-K).
The audit reports of Davis on our financial statements for each of the two fiscal years ended December 31, 2007, and 2008, contained no adverse opinions or disclaimers of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2007, and 2008, and through the date of the 8-K, we have had no disagreements with Davis 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 Davis, would have caused it to make reference to the subject matter of such disagreements in its report on our financial statements for such periods.
During the fiscal years ended December 31, 2007, and 2008, and through the date of the 8-K, there have been no reportable events as defined under Item 304(a)(1)(v) of Regulation S-K adopted by the Securities and Exchange Commission.
New Independent Accountant
On December 1, 2009, our Audit Committee of the Board of Directors approved the appointment of BDO Limited, the Hong Kong member firm of the BDO International network (“BDO”), as our new registered independent public accounting firm, effective as of December 1, 2009, for the year ending December 31, 2009, and to conduct review engagements on the Company’s non-annual quarterly financial statements on an ongoing basis thereafter.
Prior to engaging BDO, BDO did not provide our Company with either written or oral advice that was an important factor considered by our Company in reaching a decision to continue the appointment of BDO as our new registered independent public accounting firm.
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 our Board of Directors.the Board. Unless markedindicated to the contrary, proxies received will be voted for ratification of the appointment of BDO LimitedWWC as our independent registered public accounting firm for the fiscal year ending December 31, 2010. A representative2021.Representatives of BDO Limited willWWC have been invited to but are not expected to be availablepresent at the Annual Meeting via teleconference and will be afforded the opportunity to make a statement if he or she decides to do so. The representative will also be available to respond to appropriate questions from stockholders at the Annual Meeting.
AUDIT FEES
BDO Limited (“BDO”) and Davis Accounting Group (“Davis”) served as our independent registered public accounting firms for the fiscal years ending December 31, 2009 and December 31, 2008, respectively.
Audit Fees We incurred in the aggregate, approximately $150,000$188,208 and $49,000$171,600 for professional services rendered by BDO and Davis, respectively, for the audit of Orient Paper’s annual financial statements and the internal control for financial reporting for the years ended December 31, 2009 and December 31, 2008, respectively.
Audit-Related Fees
Orient Paper incurred approximately $nil and $1,309 in fees from BDO and Davis, respectively, for audit-related services during the years ended December 31, 2009 and December 31, 2008, respectively.
Tax Fees
Orient Paper incurred approximately $500 and $850 in fees from its formerour registered independent public accounting firm, DavisWWC, for the audit and reviews of the Company’s financial statements for each of fiscal 2020 and 2019, respectively.
Audit-Related Fees We did not incur any audit-related fees to WWC in each of fiscal 2020 and 2019.
Tax Fees We did not incur any tax compliance or tax consulting services during the years ended December 31, 2009fees to WWC in each of fiscal 2020 and December 31, 2008, respectively.
Orient PaperWe did not incur any fees from itsour registered independent public accounting firmfirms for services rendered to Orient Paper,us, other than the services covered in "Audit Fees"“Audit Fees” and “Audit-Related Fees” for the fiscal years ended December 31, 20092020 and December 31, 2008, respectively.
2019.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, 2020 and 2019, 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 of stockholders,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.
OurThe Board of Directors recommends a vote FOR ratification of the appointment of BDO LimitedWWC as our independent registered public accounting firm for the fiscal year ending December 31, 2010.
PROPOSAL 3:
APPROVAL OF THE ADOPTION OF THE IT TECH PACKAGING, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN The Company is seeking approval of the stockholders to adopt the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”). The purpose of the 2021 Plan is to assist the Company to attract, retain and provide incentives to employees and directors of, and consultants and advisers to, the Company and its subsidiaries. If the 2021 Plan is approved, awards under the 2021Plan will be limited in the aggregate to 1,500,000 shares of our common stock. Equity Compensation Plan Information On September 10, 2019, the Company’s Annual General Meeting approved the Company’s 2019 incentive stock Plan (the “2019 Plan”). Under the 2019 Plan, the Company may grant an aggregate of 2,000,000 shares of the Company’s common stock to the directors, officers, employees and/or consultants of the Company and its subsidiaries. The 2019 Plan provides for the granting of non-qualified stock options, incentive stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awards, performance unit awards, unrestricted stock awards, distribution equivalent rights or any combination of the foregoing. The 2019 Plan is administered by the Compensation Committee of the Board of Directors. Subject to the provisions of the 2019 Plan, the Compensation Committee has the sole authority, in its discretion, to make all determinations under the plan, including but not limited to (i) determining which employees, directors or consultants shall receive an award, (ii) the time or times when an award shall be made, (iii) what type of award shall be granted, (iv) the term of an award, (v) the date or dates on which an award vests, (vi) the form of any payment to be made pursuant to an award, (vii) the terms and conditions of an award, (viii) the restrictions under a restricted stock award, (ix) the number of shares which may be issued under an award, (x) performance goals applicable to any award and certification of the achievement of such goals, and (xi) the waiver of any restrictions or performance goals, subject in all cases to compliance with applicable laws. On April 2, 2020, the Company granted an aggregate of 2,000,000 shares of common stock to fifteen officers, directors and employees when the stock was at $0.60 per share, as compensation for their services in the past years, which were granted under the 2019 Plan. Total fair value of the shares of common stock granted was calculated at $1,200,000 as of the date of issuance at $0.60 per share. As of the date hereof, all shares of common stock reserved under the 2019 Plans have been issued. General Description of the 2021 Omnibus Equity Incentive Plan The following is a summary of the material provisions of the 2021 Plan and is qualified in its entirety by reference to the complete text of the 2021 Plan, a copy of which is attached to this Proxy Statement as Annex A. Administration. Upon effectiveness, the 2021 Plan shall be administered by the Compensation Committee of the Board of Directors (the “Plan Committee”), which shall be appointed by the Board of Directors (the “Board”). If necessary, in the Board’s discretion, to comply with Rule 16b-3 under the Exchange Act or relevant securities exchange or inter-dealer quotation service, the Plan Committee shall consist solely of two (2) or more Directors who are each (i) “non-employee directors” within the meaning of Rule 16b-3 and (ii) “independent” for purposes of any applicable listing requirements. If a member of the Plan Committee shall be eligible to receive an Award under the Plan, such Committee member shall have no authority hereunder with respect to his or her own Award Among other things, the Plan Committee has complete discretion, subject to the terms of the 2021 Plan, to determine the employees, non-employee directors and non-employee consultants to be granted awards under the 2021 Plan, the type of awards to be granted, the number of ordinary shares subject to each award, the exercise price under each option and the base price for each stock appreciation right (“SAR”), the term of each award, the vesting schedule for an award, whether to accelerate vesting, the value of the ordinary shares underlying the award, and the required withholdings, if any. The Plan Committee is also authorized to construe the award agreements, and may prescribe rules relating to the 2021 Plan.
STOCKHOLDER PROPOSALS
ProposalsGrant of Awards; Ordinary Shares Available for Awards. The 2021 Plan provides for the grant of awards which are incentive stock options (“ISOs”), non-qualified stock options (“NQSOs”), unrestricted ordinary shares, restricted ordinary shares, restricted stock units, performance stock, performance units, SARs, tandem stock appreciation rights, distribution equivalent rights, or any combination of the foregoing, to key management employees, non-employee directors, and non-employee consultants of the Company or any of its subsidiaries (each a “participant”) (however, solely Company employees or employees of the Company’s subsidiaries are eligible for incentive stock option awards). We have reserved a total of 1,500,000 shares of common stock for issuance as or under awards to be made under the 2021 Plan. To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its holder terminate, any ordinary shares subject to such award shall again be available for the grant of a new award. The 2021 Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors in its discretion may terminate the 2021 Plan at any time with respect to any ordinary shares for which awards have not theretofore been granted; provided, however, that the 2021 Plan’s termination shall not materially and adversely impair the rights of a holder, without the consent of the holder, with respect to any award previously granted. The number of ordinary shares for which awards which are options or SARs may be granted to a participant under the 2021 Plan during any calendar year is limited to 500,000 shares. Clawback Policy. Any incentive “performance based” Awards under the 2021 Plan shall be subject to reduction, forfeiture or repayment by reason of a correction or restatement of the Company’s financial information if and to the extent such reduction or repayment is required by any stockholdersapplicable law. Future new hires, non-employee directors and additional non-employee consultants are eligible to participate in the 2021 Plan as well. The number of awards to be granted to officers, non-employee directors, employees and non-employee consultants cannot be determined at this time as the grant of awards is dependent upon various factors such as hiring requirements and job performance. Options. The term of each stock option shall be as specified in the option agreement; provided, however, that except for stock options which are ISOs, granted to an employee who owns or is deemed to own (by reason of the attribution rules applicable under Code Section 424(d)) more than 10% of the total combined voting power of all classes of shares of the Company or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code (a “ten percent shareholder”), no option shall be exercisable after the expiration of ten (10) years from the date of its grant (five (5) years for an employee who is a ten percent shareholder). The price at which an ordinary share may be purchased upon exercise of a stock option shall be determined by the Plan Committee; provided, however, that such option price (i) shall not be less than the fair market value of an ordinary share on the date such stock option is granted, and (ii) shall be subject to adjustment as provided in the 2021 Plan. The Plan Committee or the Board of Directors shall determine the time or times at which, or the circumstances under which, a stock option may be exercised in whole or in part, the time or times at which options shall cease to be or become exercisable following termination of the stock option holder’s employment or upon other conditions, the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, and the methods by or forms in which ordinary shares will be delivered or deemed to be delivered to participants who exercise stock options. Options which are ISOs shall comply in all respects with Section 422 of the Code. In the case of an ISO granted to a ten percent shareholder, the per share exercise price under such ISO (to the extent required by the Code at the time of grant) shall be no less than 110% of the fair market value of a share on the date such ISO is granted. ISOs may only be granted to employees of the Company or employees of one of the Company’s subsidiaries. In addition, the aggregate fair market value of the shares subject to an ISO (determined at the time of grant) which are exercisable for the first time by an employee during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of ISOs may not exceed $100,000. Any Option which specifies that it is not intended to qualify as an ISO or any Option that fails to meet the ISO requirements at any point in time will automatically be treated as a NQSO under the terms of the 2021 Plan.
Unrestricted Stock Awards. Pursuant to the terms of the applicable unrestricted stock award agreement, an unrestricted stock award is the award or sale of ordinary shares to employees, non-employee directors or non-employee consultants, which are not subject to transfer restrictions in consideration for past services rendered to the Company or any of its subsidiaries or for other valid consideration. Restricted Stock Awards. A restricted stock award is a grant or sale of ordinary shares to the holder, subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Plan Committee or the Board of Directors may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Plan Committee or the Board of Directors may determine at the date of grant or purchase or thereafter. The Company shall cause the shares to be issued in the name of holder, either by book-entry registration or issuance of one or more stock certificates evidencing the shares, which shares or certificates shall be held by the Company or the stock transfer agent or brokerage service selected by the Company to provide services for the 2021 Plan. The shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order, and if any certificate is issued, such certificate shall bear an appropriate legend referring to the restrictions applicable to the shares. After any shares vest, the Company shall deliver the vested Shares, in book-entry or certificated form in the Company’s sole discretion, registered in the name of holder or his or her legal representatives, beneficiaries or heirs, as the case may be, less any Shares withheld to pay withholding taxes. Restricted Stock Unit Awards. A restricted stock unit award provides for a grant of ordinary shares or a cash payment to be made to the holder upon the satisfaction of predetermined individual service-related vesting requirements, based on the number of units awarded to the holder. The Plan Committee shall set forth in the applicable restricted stock unit award agreement the individual service-based vesting requirements which the holder would be required to satisfy before the holder would become entitled to payment and the number of units awarded to the holder. At the time of such award, the Plan Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of a restricted stock unit shall be entitled to receive a cash payment equal to the fair market value of an ordinary share, or one (1) ordinary share, as determined in the sole discretion of the Plan Committee and as set forth in the restricted stock unit award agreement, for each restricted stock unit subject to such restricted stock unit award, if and to the extent the holder satisfies the applicable vesting requirements. Such payment or distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the calendar year in which the restricted stock unit first becomes vested, unless otherwise structured to comply with Code Section 409A. Performance Stock Awards. A performance stock award provides for the distribution of ordinary shares (or cash equal to the fair market value of ordinary shares) to the holder upon the satisfaction of predetermined individual and/or Company goals or objectives. The Plan Committee shall set forth in the applicable performance stock awardagreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the holder and/or Company would be required to satisfy before the holder would become entitled to the receipt of ordinary shares (or cash equal to the fair market value of ordinary shares) pursuant to such holder’s performance stock award and the number of shares of ordinary shares subject to such performance stock award. The vesting restrictions under any performance stock award shall constitute a “substantial risk of forfeiture” under Section 409A of the Code and, if such goals and objectives are achieved, the distribution of such ordinary shares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of our fiscal year to which such goals and objectives relate, unless otherwise structured to comply with Code Section 409A. At the time of such award, the Plan Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of a performance stock award shall have no rights as a shareholder until such time, if any, as the holder actually receives ordinary shares pursuant to the performance stock award. Performance Unit Awards. A performance unit award provides for a cash payment to be made to the holder upon the satisfaction of predetermined individual and/or Company (or affiliate) performance goals or objectives based on selected performance criteria, based on the number of units awarded to the holder. The Plan Committee shall set forth in the applicable performance unit award agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the holder and/or Company would be required to satisfy before the holder would become entitled to payment, the number of units awarded to the holder and the dollar value assigned to each such unit. At the time of such award, the Plan Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions. The holder of a performance unit shall be entitled to receive a cash payment equal to the dollar value assigned to such unit under the applicable performance unit award agreement if the holder and/or the Company satisfies (or partially satisfies, if applicable under the applicable performance unit award agreement) the performance goals and objectives set forth in such performance unit award agreement. If achieved, such payment shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.
Stock Appreciation Rights. A SAR provides the participant to whom it is granted the right to receive, upon its exercise, cash or ordinary shares equal to the excess of (A) the fair market value of the number of ordinary shares subject to the SAR on the date of exercise, over (B) the product of the number of ordinary shares subject to the SAR multiplied by the base value for the SAR, as determined by the Plan Committee or the Board of Directors. The Plan Committee shall set forth in the applicable SAR award agreement the terms and conditions of the SAR, including the base value for the SAR (which shall not be less than the fair market value of an ordinary share on the date of grant), the number of ordinary shares subject to the SAR and the period during which the SAR may be exercised and any other special rules and/or requirements which the Plan Committee imposes on the SAR. No SAR shall be exercisable after the expiration of ten (10) years from the date of grant. A tandem SAR is a SAR granted in connection with a related option, the exercise of some or all of which results in termination of the entitlement to purchase some or all of the ordinary shares under the related option. If the Plan Committee grants a SAR which is intended to be presenteda tandem SAR, the tandem SAR shall be granted at the same time as the related option and additional restrictions apply. Distribution Equivalent Rights. A distribution equivalent right entitles the holder to receive bookkeeping credits, cash payments and/or ordinary share distributions equal in amount to the distributions that would be made to the holder had the holder held a specified number of ordinary shares during the period the holder held the distribution equivalent rights. The Plan Committee shall set forth in the applicable distribution equivalent rights award agreement the terms and conditions, if any, including whether the holder is to receive credits currently in cash, is to have such credits reinvested (at fair market value determined as of the date of reinvestment) in additional ordinary shares or is to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such award becomes vested, the distribution of such cash or ordinary shares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in which the holder’s interest in the award vests, unless otherwise structured to comply with Code Section 409A. Distribution equivalent rights awards may be settled in cash or in ordinary shares, as set forth in the applicable distribution equivalent rights award agreement. A distribution equivalent rights award may, but need not be, awarded in tandem with another award (but not an option or SAR award, whereby, if so awarded, such distribution equivalent rights award shall expire, terminate or be forfeited by the holder, as applicable, under the same conditions as under such other award. The distribution equivalent rights award agreement for a distribution equivalent rights award may provide for the crediting of interest on a distributionequivalent rights award to be settled in cash at a future date (but in no event later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in which such interest was credited and vested), at a rate set forth in the applicable distribution equivalent rights award agreement, on the amount of cash payable thereunder. Recapitalization or Reorganization. Subject to certain restrictions, the 2021 Plan provides for the adjustment of ordinary shares underlying awards previously granted if, and whenever, prior to the expiration or distribution to the holder of ordinary shares underlying an award theretofore granted, the Company shall effect a subdivision or consolidation of our ordinary shares or the payment of a stock dividend on ordinary shares without receipt of consideration by the Company. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted award, the holder shall be entitled to receive (or entitled to purchase, if applicable) under such award, in lieu of the number of ordinary shares then covered by such award, the number and class of shares and securities to which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the holder had been the holder of record of the number of ordinary shares then covered by such award. The 2021 Plan also provides for the adjustment of shares underlying awards previously granted in the event of changes to the outstanding ordinary shares by reason of an extraordinary cash dividend, reorganization, merger, consolidation, combination, split-up, spin-off, exchange or other relevant change in capitalization occurring after the date of the grant of any award, subject to certain restrictions. In addition, the Plan Committee may make provision for a cash payment to a holder or a person who has an outstanding award. In addition, the Plan Committee may make provision for a cash payment to a holder or a person who has an outstanding Award.
Change of Control. The Plan Committee may, in its sole discretion, at the time an award is made or at any time prior to, coincident with or after the time of a change of control, cause any award either (i) to be canceled in consideration of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per Share in the change of control over the per Share exercise, base or purchase price of such award, which may be paid immediately or over the vesting schedule of the award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation or a parent or subsidiary of such surviving corporation following such change of control; (iii) accelerate any time periods, or waive any other conditions, relating to the vesting, exercise, payment or distribution of an Award so that any award to a holder whose employment has been terminated as a result of a change of control may be vested, exercised, paid or distributed in full on or before a date fixed by the Plan Committee; (iv) to be purchased from a holder whose employment has been terminated as a result of a change of control, upon the holder’s request, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of such rights had such award been currently exercisable or payable; or (v) terminate any then outstanding award or make any other adjustment to the awards then outstanding as the Plan Committee deems necessary or appropriate to reflect such transaction or change. Amendment and Termination. The 2021 Plan shall continue in effect, unless sooner terminated pursuant to its terms, until the tenth (10th) anniversary of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors may terminate the 2021 Plan at any time with respect to any shares for which awards have not theretofore been granted; provided, however, that the 2021 Plan’s termination shall not materially and adversely impair the rights of a holder with respect to any award theretofore granted without the consent of the holder. The Board of Directors shall have the right to alter or amend the 2021 Plan or any part thereof from time to time; provided, however, that without the approval by a majority of the votes cast at a meeting of our shareholders at which a quorum representing a majority of our ordinary shares entitled to vote generally in the election of directors is present in person or by proxy, no amendment or modification of the 2021 Plan may (i) materially increase the benefits accruing to holders, (ii) except as otherwise expressly provided in the 2021 Plan, materially increase the number of ordinary shares subject to the 2021 Plan or the individual award agreements, (iii) materially modify the requirements for participation, or (iv) amend, modify or suspend certain re-pricing prohibitions or amendment and termination provisions as specified therein. In addition, no change in any award theretofore granted may be made which would materially and adversely impair the rights of a holder with respect to such award without the consent of the holder (unless such change is required in order to exempt the 2021 Plan or any award from Section 409A of the Code). Certain U.S. Federal Income Tax Consequences of the 2021 Plan The following is a general summary of certain U.S. federal income tax consequences under current tax law to the Company (to the extent it is subject to U.S. federal income taxation on its net income) and to participants in the 2021 Plan who are individual citizens or residents of the United States for federal income tax purposes (“U.S. Participants”) of stock options which are ISOs, or stock options which are NQSOs, unrestricted stock, restricted stock, restricted stock units, performance stock, performance units, SARs, and dividend equivalent rights. This summary does not purport to cover all of the special rules that may apply, including special rules relating to limitations on our ability to deduct certain compensation, special rules relating to deferred compensation, golden parachutes, U.S. Participants subject to Section 16(b) of the Exchange Act or the exercise of a stock option with previously-acquired ordinary shares. This summary assumes that U.S. Participants will hold their ordinary shares as capital assets within the meaning of Section 1221 of the Code. In addition, this summary does not address the foreign, state or local or other tax consequences, or any U.S. federal non-income tax consequences, inherent in the acquisition, ownership, vesting, exercise, termination or disposition of an award under the 2021 Plan, or ordinary shares issued pursuant thereto. Participants are urged to consult with their own tax advisors concerning the tax consequences to them of an award under the 2021 Plan or ordinary shares issued thereunder pursuant to the 2021 Plan.
A U.S. Participant generally does not recognize taxable income upon the grant of a NQSO if structured to be exempt from or comply with Code Section 409A. Upon the exercise of a NQSO, the U.S. Participant generally recognizes ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the ordinary shares acquired on the date of exercise over the exercise price thereof, and the Company generally will be entitled to a deduction for such amount at that time. If the U.S. Participant later sells ordinary shares acquired pursuant to the exercise of a NQSO, the U.S. Participant recognizes a long-term or short-term capital gain or loss, depending on the period for which the ordinary shares were held. A long-term capital gain is generally subject to more favorable tax treatment than ordinary income or a short-term capital gain. The deductibility of capital losses is subject to certain limitations. A U.S. Participant generally does not recognize taxable income upon the grant or, except for purposes of the U.S. alternative minimum tax (“AMT”) the exercise, of an ISO. For purposes of the AMT, which is payable to the extent it exceeds the U.S. Participant’s regular income tax, upon the exercise of an ISO, the excess of the fair market value of the ordinary shares subject to the ISO over the exercise price is a preference item for AMT purposes. If the U.S. Participant disposes of the ordinary shares acquired pursuant to the exercise of an ISO more than two years after the date of grant and more than one year after the transfer of the ordinary shares to the U.S. Participant, the U.S. Participant generally recognizes a long-term capital gain or loss, and the Company will not be entitled to a deduction. However, if the U.S. Participant disposes of such ordinary shares prior to the end of either of the required holding periods, the U.S. Participant will have ordinary compensation income equal to the excess (if any) of the fair market value of such shares on the date of exercise (or, if less, the amount realized on the disposition of such shares) over the exercise price paid for such shares, and the Company generally will be entitled to deduct such amount. A U.S. Participant generally does not recognize income upon the grant of a SAR. The U.S. Participant recognizes ordinary compensation income upon exercise of the SAR equal to the increase in the value of the underlying shares, and the Company generally will be entitled to a deduction for such amount. A U.S. Participant generally does not recognize income on the receipt of a performance stock award, performance unit award, restricted stock unit award, unrestricted stock award or dividend equivalent rights award until a cash payment or a distribution of ordinary shares is received thereunder. At such time, the U.S. Participant recognizes ordinary compensation income equal to the excess, if any, of the fair market value of the ordinary shares or the amount of cash received over any amount paid therefor, and the Company generally will be entitled to deduct such amount at such time. A U.S. Participant who receives a restricted stock award generally recognizes ordinary compensation income equal to the excess, if any, of the fair market value of such ordinary shares at the time the restriction lapses over any amount paid for the ordinary shares. Alternatively, the U.S. Participant may make an election under Section 83(b) of the Code to be taxed on the fair market value of such ordinary shares at the time of grant. The Company generally will be entitled to a deduction at the same time and in the same amount as the income that is required to be included by the U.S. Participant. 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 Stockholders must be receivedthis proposal. 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 Company for inclusion in material relating to such meeting not later than March 21, 2011.approval of the IT Tech Packaging, Inc. 2021 Omnibus Equity Incentive Plan, 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 the approval of the IT Tech Packaging, Inc. 2021 Omnibus Equity Incentive Plan.
STOCKHOLDER PROPOSALS Stockholders who wish to present proposals for inclusion in the Company’s proxy materials for the 201012022 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 March 21, 2011.September 27, 2022. 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 an dand guidelines, decline to include any proposal in our proxy materials. Stockholders who wish to make a proposal at the 20112022 Annual Meeting, other than one that will be included in our proxy materials, must notify us no later than March 21, 2011.September 27, 2022. If a shareholder who wishes to present a proposal fails to notify us by March 21, 2011,September 27, 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.
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 and 3 in the notice. However, the enclosed Proxy gives discretionary authority in the event that any other matters should be presented.
Upon written request to Mr.Ms. Dahong Zhou, Secretary, Orient Paper,IT Tech Packaging, Inc., Nansan Gongli, NanhuanScience Park, Juli Road, Xushui County,District, Baoding City, HebieHebei Province, The People’s Republic of China 072550, we will provide without charge to each person requesting a copy of our 20092020 Annual Report, or annual report on Form 10-K for the year ended December 31, 2009, 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,Proxy Statement, as well as our 20092020 Annual Report, and annual report on Form 10-K for the year ended December 31, 2009, areis available on our Internet website at www.orientpapercorporation.comwww.itpackaging.cn..
| | By Order of the Board of Directors. | | | | | /s/ Zhenyong Liu | | | Zhenyong Liu | | Chairman and Chief Executive Officer | | |
June [__], 2010
September 10, 2021
CERTIFICATE OF AMENDMENT OF
THE CERTIFICATE OF INCORPORATION OF
ORIENT PAPER, INC.
2021 Omnibus Equity Incentive PlanArticle I
(PursuantPURPOSEThe purpose of this IT Tech Packaging, Inc. 2021 Omnibus Equity Incentive Plan (the “Plan”) is to Sections 78.385benefit IT Tech Packaging, Inc., a Nevada corporation (the “Company”) and 78.390its stockholders, by assisting the Company and its subsidiaries to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service providers with those of the Nevada Revised Statutes)
Orient Paper, Inc., a corporation organized and existing underCompany’s stockholders. Accordingly, the lawsPlan provides for the granting of Non-qualified Stock Options, Incentive Stock Options, Restricted Stock Awards, Restricted Stock Unit Awards, Stock Appreciation Rights, Performance Stock Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution Equivalent Rights or any combination of the stateforegoing.Article II
DEFINITIONS The following definitions shall be applicable throughout the Plan unless the context otherwise requires: 2.1 “Affiliate” shall mean any corporation which, with respect to the Company, is a “subsidiary corporation” within the meaning of Nevada (the “Corporation”), DOES HEREBY CERTIFY:
FIRST: The Certificate of IncorporationSection 424(f) of the Corporation (the "CertificateCode or other entity in which the Company has a controlling interest in such entity or another entity which is part of Incorporation"), is hereby amendeda chain of entities in which the Company or each entity has a controlling interest in another entity in the unbroken chain of entities ending with the applicable entity.2.2 “Award” shall mean, individually or collectively, any Option, Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award, Performance Unit Award, Stock Appreciation Right, Distribution Equivalent Right or Unrestricted Stock Award. 2.3 “Award Agreement” shall mean a written agreement between the Company and the Holder with respect to authorizean Award, setting forth the classificationterms and conditions of the Award, as amended. 2.4 “Board” shall mean the Board of Directors of the Corporation into two classesCompany. 2.5 “Base Value” shall have the meaning given to such term in Section 14.2. 2.6 “Cause” shall mean (i) if the Holder is a party to an employment or service agreement with staggered terms.
SECOND: Article Vthe Company or an Affiliate which agreement defines “Cause” (or a similar term), “Cause” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Cause” shall mean termination by the Company or an Affiliate of the Certificateemployment (or other service relationship) of Incorporationthe Holder by reason of the Holder’s (A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the performance of the Holder’s duties, (C) involvement in a transaction which is hereby amendedmaterially adverse to the Company or an Affiliate, (D) breach of fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or (G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written agreement between the Holder and the Company or an Affiliate, in each case as determined in good faith by striking out Article V thereofthe Board, the determination of which shall be final, conclusive and by substitutingbinding on all parties.2.7 “Change of Control” shall mean: (i) for a Holder who is a party to an employment or consulting agreement with the Company or an Affiliate which agreement defines “Change of Control” (or a similar term), “Change of Control” shall have the same meaning as provided for in lieusuch agreement, or (ii) for a Holder who is not a party to such an agreement, “Change of said ParagraphControl” shall mean the satisfaction of any one or more of the following new Article V:
"The affairsconditions (and the “Change of the corporationControl” shall be governed by a Board of Directors. The number of directors of the corporation shall be suchdeemed to have occurred as from time to time shall be fixed by, or in the manner provided in the by-laws. Election of directors need not be by ballot unless the by-laws so provide. Commencing with the annual meeting of stockholders in 2010, directors shall be divided into two classes, as nearly equal in number as possible, designated as Class I, and Class II. The initial term of office of the Class I directors shall expire on the date of the first annual meeting of stockholders following the endday that any one or more of the 2010 fiscal year (the "2011 Annual Meeting"), and the initial term of office of the Class II directors shall expire on the date of the first annual meeting of stockholders next succeeding the 2011 Annual Meeting (the "2012 Annual Meeting"). At each annual meeting of stockholders following such classification and division of the members of the Board of Directors, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the second succeeding annual meeting of stockholders after their election, so that the term of office of one class of directors shall expire in each year. Each director shall hold office until the expiration of such director's term of office and until such director's successo rconditions shall have been electedsatisfied):(a) Any person (as such term is used in paragraphs 13(d) and qualified, or until such director's earlier resignation, removal or death. In case of any increase or decrease, from time to time, in the number of directors constituting the whole Board of Directors, the number of directors in each class shall be determined by action14(d)(2) of the BoardExchange Act, hereinafter in this definition, “Person”), other than the Company or an Affiliate or an employee benefit plan of Directors. A director electedthe Company or an Affiliate, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;
(b) The closing of a merger, consolidation or other business combination (a “Business Combination”) other than a Business Combination in which holders of the Shares immediately prior to the Business Combination have substantially the same proportionate ownership of the common stock or ordinary shares, as applicable, of the surviving corporation immediately after the Business Combination as immediately before; (c) The closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets to any entity that is not an Affiliate; (d) The approval by the remainderholders of shares of Shares of a plan of complete liquidation of the Board of Directors to fillCompany, other than a vacancy shall hold office for the remaindermerger of the termCompany into any subsidiary or a liquidation as a result of which persons who were stockholders of the predecessor director and untilCompany immediately prior to such director's successor has been elected and qualified,liquidation have substantially the same proportionate ownership of shares of common stock or untilordinary shares, as applicable, of the surviving corporation immediately after such director's earlier resignation, removalliquidation as immediately before; or death.”
THIRD: The vote by which(e) Within any twenty-four (24) month period, the stockholders holding shares in the Corporation entitling themIncumbent Directors shall cease to exerciseconstitute at least a majority of the voting power,Board or the board of directors of any successor to the Company; provided, however, that any director elected to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office, shall be deemed to be an Incumbent Director for purposes of this paragraph (e), but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or “group” other than the Board (including, but not limited to, any such assumption that results from paragraphs (a), (b), (c), or (d) of this definition). 2.8 “Code” shall mean the United States of America Internal Revenue Code of 1986, as amended. Reference in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to any section and any regulation under such section. 2.9 “Committee” shall mean a committee comprised of two (2) or more members of the Board who are selected by the Board as provided in Section 4.1. 2.10 “Company” shall have the meaning given to such term in the introductory paragraph, including any successor thereto. 2.11 “Consultant” shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate who or which has contracted directly with the Company or an Affiliate to render bona fide consulting or advisory services thereto. 2.12 “Director” shall mean a member of the Board or a member of the board of directors of an Affiliate, in either case, who is not an Employee. 2.13 “Distribution Equivalent Right” shall mean an Award granted under Article XIII of the Plan which entitles the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the period the Holder held the Distribution Equivalent Right.
2.14 “Distribution Equivalent Right Award Agreement” shall mean a written agreement between the Company and a Holder with respect to a Distribution Equivalent Right Award. 2.15 “Effective Date” shall mean September 10, 2021. 2.16 “Employee” shall mean any employee, including any officer, of the Company or an Affiliate. 2.17 “Exchange Act” shall mean the United States of America Securities Exchange Act of 1934, as amended.
2.18 “Fair Market Value” shall mean, as of any specified date, the closing sales price of the Shares for such date (or, in the event that the Shares are not traded on such date, on the immediately preceding trading date) on the NASDAQ Stock Market (“NASDAQ”), as reported by NASDAQ, or such other domestic or foreign national securities exchange on which the Shares may be listed. If the Shares are not listed on NASDAQ or on a national securities exchange, but are quoted on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value of the Shares shall be the mean of the highest bid and lowest asked prices per Share for such date. If the Shares are not quoted or listed as set forth above, Fair Market Value shall be determined by the Board in good faith by any fair and reasonable means (which means may be set forth with greater proportionspecificity in the applicable Award Agreement). The Fair Market Value of property other than Shares shall be determined by the Board in good faith by any fair and reasonable means consistent with the requirements of applicable law. 2.19 “Family Member” of an individual shall mean any child, stepchild, grandchild, parent, stepparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee of the Holder), a trust in which such persons have more than fifty percent (50%) of the beneficial interest, a foundation in which such persons (or the Holder) control the management of assets, and any other entity in which such persons (or the Holder) own more than fifty percent (50%) of the voting interests. 2.20 “Holder” shall mean an Employee, Director or Consultant who has been granted an Award or any such individual’s beneficiary, estate or representative, who has acquired such Award in accordance with the terms of the Plan, as applicable. 2.21 “Incentive Stock Option” shall mean an Option which is intended by the Committee to constitute an “incentive stock option” and conforms to the applicable provisions of Section 422 of the Code. 2.22 “Incumbent Director” shall mean, with respect to any period of time specified under the Plan for purposes of determining whether or not a Change of Control has occurred, the individuals who were members of the Board at the beginning of such period. 2.23 “Non-qualified Stock Option” shall mean an Option which is not an Incentive Stock Option or which is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code. 2.24 “Option” shall mean an Award granted under Article VII of the Plan of an option to purchase Shares and shall include both Incentive Stock Options and Non-qualified Stock Options. 2.25 “Option Agreement” shall mean a written agreement between the Company and a Holder with respect to an Option. 2.26 “Performance Criteria” shall mean the criteria selected by the Committee for purposes of establishing the Performance Goal(s) for a Holder for a Performance Period. 2.27 “Performance Goals” shall mean, for a Performance Period, the written goal or goals established by the Committee for the Performance Period based upon the Performance Criteria, which may be related to the performance of the Holder, the Company or an Affiliate.
2.28 “Performance Period” shall mean one or more periods of time, which may be of varying and overlapping durations, selected by the Committee, over which the attainment of the Performance Goals shall be measured for purposes of determining a Holder’s right to, and the payment of, a Performance Stock Award or a Performance Unit Award. 2.29 “Performance Stock Award” or “Performance Stock” shall mean an Award granted under Article XII of the Plan under which, upon the satisfaction of predetermined Performance Goals, Shares are paid to the Holder. 2.30 “Performance Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Stock Award. 2.31 “Performance Unit” shall mean a Unit awarded to a Holder pursuant to a Performance Unit Award. 2.32 “Performance Unit Award” shall mean an Award granted under Article XI of the Plan under which, upon the satisfaction of predetermined Performance Goals, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder. 2.33 “Performance Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Performance Unit Award. 2.34 “Plan” shall mean this IT Tech Packaging, Inc. 2021 Omnibus Equity Incentive Plan, as amended from time to time, together with each of the Award Agreements utilized hereunder. 2.35 “Restricted Stock Award” and “Restricted Stock” shall mean an Award granted under Article VIII of the Plan of Shares, the transferability of which by the Holder is subject to Restrictions. 2.36 “Restricted Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award.
2.37 “Restricted Stock Unit Award” and “RSUs” shall refer to an Award granted under Article X of the Plan under which, upon the satisfaction of predetermined individual service-related vesting requirements, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder. 2.38 “Restricted Stock Unit Agreement” shall mean a written agreement between the Company and a Holder with respect to a Restricted Stock Award. 2.39 “Restriction Period” shall mean the period of time for which Shares subject to a Restricted Stock Award shall be subject to Restrictions, as set forth in the applicable Restricted Stock Agreement. 2.40 “Restrictions” shall mean the forfeiture, transfer and/or other restrictions applicable to Shares awarded to an Employee, Director or Consultant under the Plan pursuant to a Restricted Stock Award and set forth in a Restricted Stock Agreement. 2.41 “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Exchange Act, as such may be amended from time to time, and any successor rule, regulation or statute fulfilling the same or a substantially similar function. 2.42 “Shares” or “Stock” shall mean the common stock of the Company, par value $0.001 per share. 2.43 “Stock Appreciation Right” or “SAR” shall mean an Award granted under Article XIV of the Plan of a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between the date of Award and the date of exercise. 2.44 “Stock Appreciation Right Agreement” shall mean a written agreement between the Company and a Holder with respect to a Stock Appreciation Right.
2.45 “Tandem Stock Appreciation Right” shall mean a Stock Appreciation Right granted in connection with a related Option, the exercise of some or all of which results in termination of the entitlement to purchase some or all of the Shares under the related Option, all as set forth in Article XIV. 2.46 “Ten Percent Stockholder” shall mean an Employee who, at the time an Option is granted to him or her, owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code. 2.47 “Termination of Service” shall mean a termination of a Holder’s employment with, or status as a Director or Consultant of, the Company or an Affiliate, as applicable, for any reason, including, without limitation, Total and Permanent Disability or death, except as provided in Section 6.4. In the event Termination of Service shall constitute a payment event with respect to any Award subject to Code Section 409A, Termination of Service shall only be deemed to occur upon a “separation from service” as such term is defined under Code Section 409A and applicable authorities.
2.48 “Total and Permanent Disability” of an individual shall mean the inability of such individual to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12) months, within the meaning of Section 22(e)(3) of the Code. 2.49 “Unit” shall mean a bookkeeping unit, which represents such monetary amount as shall be designated by the Committee in each Performance Unit Agreement, or represents one Share for purposes of each Restricted Stock Unit Award. 2.50 “Unrestricted Stock Award” shall mean an Award granted under Article IX of the Plan of Shares which are not subject to Restrictions. 2.51 “Unrestricted Stock Agreement” shall mean a written agreement between the Company and a Holder with respect to an Unrestricted Stock Award. Article III
EFFECTIVE DATE OF PLAN The Plan shall be effective as of the Effective Date, provided that the Plan is approved by the stockholders of the Company within twelve (12) months of such date. Article IV
ADMINISTRATION 4.1 Composition of Committee. The Plan shall be administered by the Committee, which shall be appointed by the Board. If necessary, in the Board’s discretion, to comply with Rule 16b-3 under the Exchange Act or relevant securities exchange or inter-dealer quotation service, the Committee shall consist solely of two (2) or more Directors who are each (i) “non-employee directors” within the meaning of Rule 16b-3 and (ii) “independent” for purposes of any applicable listing requirements. If a member of the Committee shall be eligible to receive an Award under the Plan, such Committee member shall have no authority hereunder with respect to his or her own Award. 4.2 Powers. Subject to the other provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations under the Plan, including but not limited to (i) determining which Employees, Directors or Consultants shall receive an Award, (ii) the time or times when an Award shall be made (the date of grant of an Award shall be the date on which the Award is awarded by the Committee), (iii) what type of Award shall be granted, (iv) the term of an Award, (v) the date or dates on which an Award vests, (vi) the form of any payment to be made pursuant to an Award, (vii) the terms and conditions of an Award (including the forfeiture of the Award, and/or any financial gain, if the Holder of the Award violates any applicable restrictive covenant thereof), (viii) the Restrictions under a Restricted Stock Award, (ix) the number of Shares which may be issued under an Award, (x) Performance Goals applicable to any Award and certification of the achievement of such goals, and (xi) the waiver of any Restrictions or Performance Goals, subject in all cases to compliance with applicable laws. In making such determinations the Committee may take into account the nature of the services rendered by the respective Employees, Directors and Consultants, their present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the Committee in its discretion may deem relevant.
4.3 Additional Powers. The Committee shall have such additional powers as are delegated to it under the other provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and the respective Award Agreements executed hereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable to carry out the intent of the Plan, to determine the terms, restrictions and provisions of each Award and to make all other determinations necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in any Award Agreement in the manner and to the extent the Committee shall deem necessary, appropriate or expedient to carry it into effect. The determinations of the Committee on the matters referred to in this Article IV shall be conclusive and binding on the Company and all Holders. 4.4 Committee Action. Subject to compliance with all applicable laws, action by the Committee shall require the consent of a majority of the members of the Committee, expressed either orally at a meeting of the Committee or in writing in the absence of a meeting. No member of the Committee shall have any liability for any good faith action, inaction or determination in connection with the Plan. Article V
SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON 5.1 Authorized Shares and Award Limits. The Committee may from time to time grant Awards to one or more Employees, Directors and/or Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of Article VI. Subject to Article XV, the aggregate number of Shares that may be issued under the Plan shall not exceed One Million Five Hundred Thousand (1,500,000) Shares. Shares shall be deemed to have been issued under the Plan solely to the extent actually issued and delivered pursuant to an Award. To the extent that an Award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable for any reason, or the rights of its Holder terminate, any Shares subject to such Award shall again be available for the grant of a new Award. Notwithstanding any provision in the Plan to the contrary, the maximum number of Shares that may be subject to Awards of Options under Article VII and/or Stock Appreciation Rights under Article XIV, in either or both cases granted to any one Employee or Consultant during any calendar year, shall be Five Hundred Thousand (500,000) Shares (subject to adjustment in the same manner as provided in Article XV with respect to Shares subject to Awards then outstanding) 5.2 Types of Shares. The Shares to be issued pursuant to the grant or exercise of an Award may consist of authorized but unissued Shares, Shares purchased on the open market or Shares previously issued and outstanding and reacquired by the Company. Article VI
ELIGIBILITY AND TERMINATION OF SERVICE 6.1 Eligibility. Awards made under the Plan may be granted solely to individuals or entities who, at the time of grant, are Employees, Directors or Consultants. An Award may be granted on more than one occasion to the same Employee, Director or Consultant, and, subject to the limitations set forth in the Plan, such Award may include, a Non-qualified Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, an Unrestricted Stock Award, a Distribution Equivalent Right Award, a Performance Stock Award, a Performance Unit Award, a Stock Appreciation Right, a Tandem Stock Appreciation Right, or any combination thereof, and solely for Employees, an Incentive Stock Option.
6.2 Termination of Service. Except to the extent inconsistent with the terms of the applicable Award Agreement and/or the provisions of Section 6.3 or 6.4, the following terms and conditions shall apply with respect to a Holder’s Termination of Service with the Company or an Affiliate, as applicable: (a) The Holder’s rights, if any, to exercise any then exercisable Options and/or Stock Appreciation Rights shall terminate: (i) If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety (90) days after the date of such Termination of Service; (ii) If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date of such Termination of Service; or (iii) If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s death. Upon such applicable date the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with respect to any such Options and Stock Appreciation Rights. Notwithstanding the foregoing, the Committee, in its sole discretion, may provide for a different time period in the Award Agreement, or may extend the time period, following a Termination of Service, during which the Holder has the right to exercise any vested Non-qualified Stock Option or Stock Appreciation Right, which time period may not extend beyond the expiration date of the Award term. (b) In the event of a Holder’s Termination of Service for any reason prior to the actual or deemed satisfaction and/or lapse of the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted Stock Unit Award, such Restricted Stock and/or RSUs shall immediately be canceled, and the Holder (and such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted Stock and/or RSUs. Notwithstanding the immediately preceding sentence, the Committee, in its sole discretion, may determine, prior to or within thirty (30) days after the date of such Termination of Service that all or a portion of any such Holder’s Restricted Stock and/or RSUs shall not be so canceled and forfeited. 6.3 Special Termination Rule. Except to the extent inconsistent with the terms of the applicable Award Agreement, and notwithstanding anything to the contrary contained in this Article VI, if a Holder’s employment with, or status as a Director of, the Company or an Affiliate shall terminate, and if, within ninety (90) days of such termination, such Holder shall become a Consultant, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been a Consultant for the entire period during which such Award or portion thereof had been outstanding. Should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her employment or Director status had terminated until such time as his or her Consultant status shall terminate, in which case his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant, shall be treated pursuant to the provisions of Section 6.2, provided, however, that any such Award which is intended to be an Incentive Stock Option shall, upon the Holder’s no longer being an Employee, automatically convert to a Non-qualified Stock Option. Should a Holder’s status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall become an Employee or a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been an Employee or a Director, as applicable, for the entire period during which such Award or portion thereof had been outstanding, and, should the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his or her Consultant status had terminated until such time as his or her employment with the Company or an Affiliate, or his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions of Section 6.2. 6.4 Termination of Service for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan to the contrary, and unless a Holder’s Award Agreement specifically provides otherwise, in the event of a Holder’s Termination of Service for Cause, all of such Holder’s then outstanding Awards shall expire immediately and be forfeited in their entirety upon such Termination of Service.
Article VII
OPTIONS 7.1 Option Period. The term of each Option shall be as specified in the Option Agreement; provided, however, that except as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of its grant. 7.2 Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at such times as specified in the Option Agreement. 7.3 Special Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined at the time the respective Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable for the first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds One Hundred Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant), the portion of such Incentive Stock Options that exceeds such threshold shall be treated as Non-qualified Stock Options. The Committee shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements, which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options when granted to the Holder, will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder of such determination as soon as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the Incentive Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive Stock Option is granted the Option price is at least one hundred ten percent (110%) of the Fair Market Value of the Shares subject to the Incentive Stock Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date of grant. No Incentive Stock Option shall be granted more than ten (10) years from the earlier of the Effective Date or date on which the Plan is approved by the Company’s stockholders. The designation by the Committee of an Option as an Incentive Stock Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive stock option” status under Section 422 of the Code. 7.4 Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions not inconsistent with the other provisions of the Plan as the Committee from time to time shall approve, including, but not limited to, provisions intended to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the Option price, in whole or in part, by the delivery of a number of Shares (plus cash if necessary) that have been owned by the Holder for at least six (6) months and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee may determine from time to time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, and 6.4, as applicable, specify the effect of Termination of Service on the exercisability of the Option. Moreover, without limiting the generality of the foregoing, a Non-qualified Stock Option Agreement may provide for a “cashless exercise” of the Option, in whole or in part, by (a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market sale or margin loan as to all or a part of Shares to which he is entitled to receive upon exercise of the Option, pursuant to an extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the Shares from the Company directly to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly to the Company, or (b) reducing the number of Shares to be issued upon exercise of the Option by the number of such Shares having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s exercise. An Option Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Options, including but not limited to, upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders to meet any excise taxes or other additional income tax liability imposed as a result of a payment made upon a Change of Control resulting from the operation of the Plan or of such Option Agreement) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option Agreements need not be identical.
7.5 Option Price and Payment. The price at which a Share may be purchased upon exercise of an Option shall be determined by the Committee; provided, however, that such Option price (i) shall not be less than the Fair Market Value of a Share on the date such Option is granted (or 110% of Fair Market Value for an Incentive Stock Option held by Ten Percent Stockholder, as provided in Section 7.3), and (ii) shall be subject to adjustment as provided in Article XV. The Option or portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option price for the Option or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan and the applicable Option Agreement, which manner, with the consent of the Committee, may include the withholding of Shares otherwise issuable in connection with the exercise of the Option. Separate share certificates shall be issued by the Company for those Shares acquired pursuant to the exercise of an Incentive Stock Option and for those Shares acquired pursuant to the exercise of a Non-qualified Stock Option. 7.6 Stockholder Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights of a stockholder of the Company solely with respect to such Shares as have been purchased under the Option and for which share certificates have been registered in the Holder’s name. 7.7 Options and Rights in Substitution for Stock or Options Granted by Other Corporations. Options may be granted under the Plan from time to time in substitution for stock options held by individuals employed by entities who become Employees, Directors or Consultants as a result of a merger or consolidation of the employing entity with the Company or any Affiliate, or the acquisition by the Company or an Affiliate of the assets of the employing entity, or the acquisition by the Company or an Affiliate of stock or shares of the employing entity with the result that such employing entity becomes an Affiliate. 7.8 Prohibition Against Re-Pricing. Except to the extent (i) approved in advance by holders of a majority of the shares of the Company entitled to vote generally in the election of directors, or (ii) as a result of any Change of Control or any adjustment as provided in Article XV, the Committee shall not have the power or authority to reduce, whether through amendment or otherwise, the exercise price under any outstanding Option or Stock Appreciation Right, or to grant any new Award or make any payment of cash in substitution for or upon the cancellation of Options and/or Stock Appreciation Rights previously granted. Article VIII
RESTRICTED STOCK AWARDS 8.1 Award. A Restricted Stock Award shall constitute an Award of Shares to the Holder as of the date of the Award which are subject to a “substantial risk of forfeiture” as defined under Section 83 of the Code during the specified Restriction Period. At the time a Restricted Stock Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion of the Committee. The Restriction Period applicable to a particular Restricted Stock Award shall not be changed except as permitted by Section 8.2. 8.2 Terms and Conditions. At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Company shall cause the Shares to be issued in the name of Holder, either by book-entry registration or issuance of one or more stock certificates evidencing the Shares, which Shares or certificates shall be held by the Company or the stock transfer agent or brokerage service selected by the Company to provide services for the Plan. The Shares shall be restricted from transfer and shall be subject to an appropriate stop-transfer order, and if any certificate is issued, such certificate shall bear an appropriate legend referring to the restrictions applicable to the Shares. After any Shares vest, the Company shall deliver the vested Shares, in book-entry or certificated form in the Company’s sole discretion, registered in the name of Holder or his or her legal representatives, beneficiaries or heirs, as the case may be, less any Shares withheld to pay withholding taxes. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Stock Agreement made in conjunction with the Award. Such Restricted Stock Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering any applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders to meet any excise taxes or other additional income tax liability imposed as a result of a payment made in connection with a Change of Control resulting from the operation of the Plan or of such Restricted Stock Agreement) and (iii) any other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Restricted Stock Agreements need not be identical. All Shares delivered to a Holder as part of a Restricted Stock Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder at the time of vesting.
8.3 Payment for Restricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to a Restricted Stock Award, except to the extent otherwise required by law. Article IX
UNRESTRICTED STOCK AWARDS 9.1 Award. Shares may be awarded (or sold) to Employees, Directors or Consultants under the Plan which are not subject to Restrictions of any kind, in consideration for past services rendered thereby to the Company or an Affiliate or for other valid consideration. 9.2 Terms and Conditions. At the time any Award is made under this Article IX, the Company and the Holder shall enter into an Unrestricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the Committee may determine to be appropriate. 9.3 Payment for Unrestricted Stock. The Committee shall determine the amount and form of any payment from a Holder for Shares received pursuant to an Unrestricted Stock Award, if any, provided that in the absence of such a determination, a Holder shall not be required to make any payment for Shares received pursuant to an Unrestricted Stock Award, except to the extent otherwise required by law. Article X
RESTRICTED STOCK UNIT AWARDS 10.1 Award. A Restricted Stock Unit Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified Restriction Period. At the time a Restricted Stock Unit Award is made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock Unit Award may have a different Restriction Period, in the discretion of the Committee. A Restricted Stock Unit shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares prior to the time the Holder shall receive a distribution of Shares pursuant to Section 10.3. 10.2 Terms and Conditions. At the time any Award is made under this Article X, the Company and the Holder shall enter into a Restricted Stock Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Restricted Stock Unit Agreement shall set forth the individual service-based vesting requirement which the Holder would be required to satisfy before the Holder would become entitled to distribution pursuant to Section 10.3 and the number of Units awarded to the Holder. Such conditions shall be sufficient to constitute a “substantial risk of forfeiture” as such term is defined under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Unit Awards in the Restricted Stock Unit Agreement, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable vesting period. The terms and conditions of the respective Restricted Stock Unit Agreements need not be identical.
10.3 Distributions of Shares. The Holder of a Restricted Stock Unit shall be entitled to receive a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee and as set forth in the Restricted Stock Unit Agreement, for each Restricted Stock Unit subject to such Restricted Stock Unit Award, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the calendar year in which the Restricted Stock Unit first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”). Article XI
PERFORMANCE UNIT AWARDS 11.1 Award. A Performance Unit Award shall constitute an Award under which, upon the satisfaction of predetermined individual and/or Company (and/or Affiliate) Performance Goals based on selected Performance Criteria, a cash payment shall be made to the Holder, based on the number of Units awarded to the Holder. At the time a Performance Unit Award is made, the Committee shall establish the Performance Period and applicable Performance Goals. Each Performance Unit Award may have different Performance Goals, in the discretion of the Committee. A Performance Unit Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares. 11.2 Terms and Conditions. At the time any Award is made under this Article XI, the Company and the Holder shall enter into a Performance Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance Unit Agreement the Performance Period, Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to payment pursuant to Section 11.3, the number of Units awarded to the Holder and the dollar value or formula assigned to each such Unit. Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration of the applicable performance period. The terms and conditions of the respective Performance Unit Agreements need not be identical. 11.3 Payments. The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar value assigned to such Unit under the applicable Performance Unit Agreement if the Holder and/or the Company satisfy (or partially satisfy, if applicable under the applicable Performance Unit Agreement) the Performance Goals set forth in such Performance Unit Agreement. All payments shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate. Article XII
PERFORMANCE STOCK AWARDS 12.1 Award. A Performance Stock Award shall constitute a promise to grant Shares (or cash equal to the Fair Market Value of Shares) to the Holder at the end of a specified Performance Period subject to achievement of specified Performance Goals. At the time a Performance Stock Award is made, the Committee shall establish the Performance Period and applicable Performance Goals based on selected Performance Criteria. Each Performance Stock Award may have different Performance Goals, in the discretion of the Committee. A Performance Stock Award shall not constitute an equity interest in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares unless and until the Holder shall receive a distribution of Shares pursuant to Section 11.3.
12.2 Terms and Conditions. At the time any Award is made under this Article XII, the Company and the Holder shall enter into a Performance Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Performance Stock Agreement the Performance Period, selected Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to the receipt of Shares pursuant to such Holder’s Performance Stock Award and the number of Shares subject to such Performance Stock Award. Such distribution shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code. If such Performance Goals are achieved, the distribution of Shares (or the payment of cash, as determined in the sole discretion of the Committee), shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which such goals and objectives relate. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions relating to Performance Stock Awards, including, but not limited to, rules pertaining to the effect of the Holder’s Termination of Service prior to the expiration of the applicable performance period. The terms and conditions of the respective Performance Stock Agreements need not be identical. 12.3 Distributions of Shares. The Holder of a Performance Stock Award shall be entitled to receive a cash payment equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee, for each Performance Stock Award subject to such Performance Stock Agreement, if the Holder satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year to which such performance goals and objectives relate. Article XIII
DISTRIBUTION EQUIVALENT RIGHTS 13.1 Award. A Distribution Equivalent Right shall entitle the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified number of Shares during the specified period of the Award. 13.2 Terms and Conditions. At the time any Award is made under this Article XIII, the Company and the Holder shall enter into a Distribution Equivalent Rights Award Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Distribution Equivalent Rights Award Agreement the terms and conditions, if any, including whether the Holder is to receive credits currently in cash, is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Shares or is to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture” under Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or Shares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in which the Holder’s interest in the Award vests. Distribution Equivalent Rights Awards may be settled in cash or in Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award may, but need not be, awarded in tandem with another Award (other than an Option or a SAR), whereby, if so awarded, such Distribution Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under such other Award. 13.3 Interest Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights Award may provide for the crediting of interest on a Distribution Rights Award to be settled in cash at a future date (but in no event later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s fiscal year in which such interest is credited and vested), at a rate set forth in the applicable Distribution Equivalent Rights Award Agreement, on the amount of cash payable thereunder. Article XIV
STOCK APPRECIATION RIGHTS 14.1 Award. A Stock Appreciation Right shall constitute a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in value of a specified number of Shares between the date of Award and the date of exercise.
14.2 Terms and Conditions. At the time any Award is made under this Article XIV, the Company and the Holder shall enter into a Stock Appreciation Right Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Stock Appreciation Right Agreement the terms and conditions of the Stock Appreciation Right, including (i) the base value (the “Base Value”) for the Stock Appreciation Right, which shall be not less than the Fair Market Value of a Share on the date of grant of the Stock Appreciation Right, (ii) the number of Shares subject to the Stock Appreciation Right, (iii) the period during which the Stock Appreciation Right may be exercised; provided, however, that no Stock Appreciation Right shall be exercisable after the expiration of ten (10) years from the date of its grant, and (iv) any other special rules and/or requirements which the Committee imposes upon the Stock Appreciation Right. Upon the exercise of some or all of the portion of a Stock Appreciation Right, the Holder shall receive a payment from the Company, in cash or in the form of Shares having an equivalent Fair Market Value or in a combination of both, as determined in the sole discretion of the Committee, equal to the product of: (a) The excess of (i) the Fair Market Value of a Share on the date of exercise, over (ii) the Base Value, multiplied by, (b) The number of Shares with respect to which the Stock Appreciation Right is exercised. 14.3 Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to be a Tandem Stock Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option, and the following special rules shall apply: (a) The Base Value shall be equal to or greater than the per Share exercise price under the related Option; (b) The Tandem Stock Appreciation Right may be exercised for all or part of the Shares which are subject to the related Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related Option (and when a Share is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation Right shall be canceled); (c) The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option; (d) The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent (100%) of the difference between the per Share exercise price under the related Option and the Fair Market Value of the Shares subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of the Shares with respect to which the Tandem Stock Appreciation Right is exercised; and (e) The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the Shares subject to the related Option exceeds the per Share exercise price under the related Option. Article XV
RECAPITALIZATION OR REORGANIZATION 15.1 Adjustments to Shares. The shares with respect to which Awards may be granted under the Plan are Shares as presently constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder of Shares underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation of the Shares or the payment of a Share dividend on Shares without receipt of consideration by the Company, the number of Shares with respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding Shares, shall be proportionately increased, and the purchase price per Share shall be proportionately reduced, and (ii) in the event of a reduction in the number of outstanding Shares, shall be proportionately reduced, and the purchase price per Share shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XV, any adjustment made with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code, and in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-qualified Stock Option, shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render any Non-qualified Stock Option granted under the Plan to become subject to Section 409A of the Code.
15.2 Recapitalization. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled to purchase, if applicable) under such Award, in lieu of the number of Shares then covered by such Award, the number and class of shares and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization, the Holder had been the holder of record of the number of Shares then covered by such Award. 15.3 Other Events. In the event of changes to the outstanding Shares by reason of an extraordinary cash dividend, reorganization, merger, consolidation, combination, split-up, spin-off, exchange or other relevant change in capitalization occurring after the date of the grant of any Award and not otherwise provided for under this Article XV, any outstanding Awards and any Award Agreements evidencing such Awards shall be adjusted by the Board in its discretion in such manner as the Board shall deem equitable or appropriate taking into consideration the applicable accounting and tax consequences, as to the number and price of Shares or other consideration subject to such Awards. In the event of any adjustment pursuant to Sections 15.1, 15.2 or this Section 15.3, the aggregate number of Shares available under the Plan pursuant to Section 5.1 may be appropriately adjusted by the Board, the determination of which shall be conclusive. In addition, the Committee may make provision for a cash payment to a Holder or a person who has an outstanding Award. In addition, the Committee may make provision for a cash payment to a Holder or a person who has an outstanding Award. 15.4 Change of Control. The Committee may, in its sole discretion, at the time an Award is made or at any time prior to, coincident with or after the time of a Change of Control, cause any Award either (i) to be canceled in consideration of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per Share in the Change of Control over the per Share exercise, base or purchase price of such Award, which may be paid immediately or over the vesting schedule of the Award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation or a parent or subsidiary of such surviving corporation following such Change of Control; (iii) accelerate any time periods, or waive any other conditions, relating to the vesting, exercise, payment or distribution of an Award so that any Award to a Holder whose employment has been terminated as a result of a Change of Control may be vested, exercised, paid or distributed in full on or before a date fixed by the Committee; (iv) to be purchased from a Holder whose employment has been terminated as a result of a Change of Control, upon the Holder’s request, for an amount of cash equal to the amount that could have been obtained upon the exercise, payment or distribution of such rights had such Award been currently exercisable or payable; or (v) terminate any then outstanding Award or make any other adjustment to the Awards then outstanding as the Committee deems necessary or appropriate to reflect such transaction or change. The number of Shares subject to any Award shall be rounded to the nearest whole number. 15.5 Powers Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of debt or equity securities ahead of or affecting Shares or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding. 15.6 No Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of shares of any class or securities convertible into shares of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect previously granted Awards, and no adjustment by reason thereof shall be made with respect to the number of Shares subject to Awards theretofore granted or the purchase price per Share, if applicable.
Article XVI
AMENDMENT AND TERMINATION OF PLAN The Plan shall continue in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10th) anniversary of the date on which it is adopted by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate the Plan at any time with respect to any shares for which Awards have not theretofore been granted; provided, however, that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time to time; provided, however, that without the approval by a majority of the votes cast at a meeting of stockholders at which a quorum representing a majority of the shares of the Company entitled to vote generally in the election of directors is present in person or by proxy, no amendment or modification of the Plan may (i) materially increase the benefits accruing to Holders, (ii) except as otherwise expressly provided in Article XV, materially increase the number of Shares subject to the Plan or the individual Award Agreements specified in Article V, (iii) materially modify the requirements for participation in the Plan, or (iv) amend, modify or suspend Section 7.7 (re-pricing prohibitions) or this Article XVI. In addition, no change in any Award theretofore granted may be made which would materially and adversely impair the rights of a Holder with respect to such Award without the consent of the Holder (unless such change is required in order to exempt the Plan or any Award from Section 409A of the Code). Article XVII
MISCELLANEOUS 17.1 No Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee shall be deemed to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement duly executed on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein. 17.2 No Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with respect to continuation of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company or any Affiliate to terminate the employment of an Employee at any time, (iii) confer upon any Director any right with respect to continuation of such Director’s membership on the Board, (iv) interfere in any way with any right of the Company or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer upon any Consultant any right with respect to continuation of his or her consulting engagement with the Company or any Affiliate, or (vi) interfere in any way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement with the Company or an Affiliate at any time. 17.3 Other Laws; No Fractional Shares; Withholding. The Company shall not be obligated by virtue of any provision of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any laws, rules or regulations, and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither the Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or Shares issuable thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply with the requirements of any applicable law, rules or regulations, including but not limited to any failure to comply with the requirements of Section 409A of this Code. No fractional Shares shall be delivered, nor shall any cash in lieu of fractional Shares be paid. The Company shall have the right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. In the case of any Award satisfied in the form of Shares, no Shares shall be issued unless and until arrangements satisfactory to the Company shall have been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms and conditions as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms and conditions as it may establish from time to time, permit Holders to elect to tender, Shares (including Shares issuable in respect of an Award) to satisfy, in whole or in part, the amount required to be withheld. 17.4 No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee, Director, Consultant, beneficiary or other person shall have any claim against the Company or any Affiliate as a vote by classesresult of any such action.
17.5 Restrictions on Transfer. No Award under the Plan or series,any Award Agreement and no rights or asinterests herein or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of by a Holder except (i) by will or by the laws of descent and distribution, or (ii) where permitted under applicable tax rules, by gift to any Family Member of the Holder, subject to compliance with applicable laws. An Award may be exercisable during the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative unless it has been transferred by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee. Notwithstanding any such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 17.3 hereof. 17.6 Beneficiary Designations. Each Holder may, from time to time, name a beneficiary or beneficiaries (who may be contingent or successive beneficiaries) for purposes of receiving any amount which is payable in connection with an Award under the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke all prior beneficiary designations, be in a form prescribed by the Company and be effective solely when filed by the Holder in writing with the Company during the Holder’s lifetime. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s beneficiary shall be the Holder’s estate. 17.7 Rule 16b-3. It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange Act shall meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the Plan or such Award under, or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall be construed or deemed to have been amended as necessary to conform to the requirements of Rule 16b-3. 16. 17.8 Clawback Policy. Notwithstanding any contained herein or in any incentive “performance based” Awards under the Plan shall be subject to reduction, forfeiture or repayment by reason of a correction or restatement of the Company’s financial information if and to the extent such reduction or repayment is required by any applicable law. 17.9 Section 409A. Notwithstanding any other provision of the Plan, the Committee shall have no authority to issue an Award under the Plan with terms and/or conditions which would cause such Award to constitute non-qualified “deferred compensation” under Section 409A of the Code unless such Award shall be structured to be exempt from or comply with all requirements of Code Section 409A. The Plan and all Award Agreements are intended to comply with the requirements of Section 409A of the Code (or to be exempt therefrom) and shall be so interpreted and construed and no amount shall be paid or distributed from the Plan unless and until such payment complies with all requirements of Code Section 409A. It is the intent of the Company that the provisions of this Agreement and all other plans and programs sponsored by the articles of incorporationCompany be interpreted to comply in all respects with Code Section 409A, however, the Company shall have votedno liability to the Holder, or any successor or beneficiary thereof, in favorthe event taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment or benefit received by the Holder or any successor or beneficiary thereof. 17.10 Indemnification. Each person who is or shall have been a member of the amendment is August__, 2010
IN WITNESS WHEREOF, the ChairmanCommittee or of the Corporation has hereunto setBoard shall be indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred thereby in connection with or resulting from any claim, action, suit, or proceeding to which such person may be made a party or may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid thereby in settlement thereof, with the Company’s approval, or paid thereby in satisfaction of any judgment in any such action, suit, or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his handor her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification to this Certificate this __th daywhich such persons may be entitled under the Company’s Articles of August, 2010.
| ORIENT PAPER, INC. | | | | | | | By: | /s/ | | | | Name: Zhenyong Liu | | | | Title: Chairman and Chief Executive Officer | | | | | |
17.11 Other Benefit Plans. No Award, payment or amount received hereunder shall be taken into account in computing an Employee’s salary or compensation for the purposes of determining any benefits under any pension, retirement, life insurance or other benefit plan of the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award, payment or amount received. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan. 17.12 Limits of Liability. Any liability of the Company with respect to an Award shall be based solely upon the contractual obligations created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member of the Committee shall have any liability to any party for any action taken or not taken, in good faith, in connection with or under the Plan. 17.13 Governing Law. Except as otherwise provided herein, the Plan shall be construed in accordance with the laws of the State of Nevada, without regard to principles of conflicts of law. 17.14 Severability of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid or unenforceable provision had not been included in the Plan. 17.15 No Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of funds or assets to ensure the payment of any Award. Prior to receipt of Shares or a cash distribution pursuant to the terms of an Award, such Award shall represent an unfunded unsecured contractual obligation of the Company and the Holder shall have no greater claim to the Shares underlying such Award or any other assets of the Company or Affiliate than any other unsecured general creditor. 17.16 Headings. Headings used throughout the Plan are for convenience only and shall not be given legal significance.
FORM OF PROXY CARD ORIENT PAPER,IT TECH PACKAGING, INC.
PROXY FOR THE 20102021 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Important Notice Regarding the AvailableAvailability of Proxy Materials for the Stockholder Meeting to be Held on August 21, 2010:November 12, 2021: The Proxy Statement and Annual Report to Stockholders are available at www.orientalpapercorporation.comwww.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"“Annual Meeting”) of ORIENT PAPER, INC.IT Tech Packaging, Inc. (the "Company"“Company”), to be held on August 21, 2010November 12, 2021 at 4:00 p.m.10 a.m. local time (November 11, 2021 at [Grand Hyatt Beijing, 1 East Chang An Avenue, Beijing, People’s Republic of9 p.m. ET), at Wei County Production Base, IT Tech Packaging Inc., Industrial Park, Wei County, Hebei Province, China 100728],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 July [30], 2010September 20, 2021 (the "Notice"“Notice”), a copy of which has been received by the undersigned, as follows:
1. | TO APPROVE AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO AUTHORIZE THE CLASSIFICATION OF THE BOARD INTO TWO CLASSES WITH STAGGERD TERMS: 1.(Check one)
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FOR the proposal.
AGAINST the proposal.
ABSTAIN AUTHORITY to vote for the proposal.
2. | THE ELECTION OF TWO DIRECTORS OF FIVE DIRECTORS OF THE COMPANYIN CLASS I TO SERVE IN EITHER CLASS I OR CLASS II OFON THE BOARD SUBJECT TO THE PROVISIONS OF THE BY-LAWSDIRECTORS OF THE COMPANY, WITH SUCH CLASS I DIRECTORS TO SERVE UNTIL THE 20112023 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED AND SUCH CLASS II DIRECTORS TO SERVEOR UNTIL THE 2012 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED. HIS EARLIER RESIGNATION, REMOVAL OR DEATH.(Check one) |
FOR all nominees listed below (except as indicated). WITHHOLD ☐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'snominee’s name set forth below:
Marco Ku Hon Wai Wenbing Christopher Wang CLASS I | CLASS II | Drew Bernstein
Weinbing Christopher Wang
2. | Fuzen Liu
Zhaofang Wang
Zhenyong Liu
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3. | TO RATIFY THE RATIFICATION OF APPOINTMENT OF BDO LIMITEDWWC, P. C. CERTIFIED ACCOUNTANTS AS THE INDEPENDENGINDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2010: (Check2021. (Check one)
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☐ABSTAIN AUTHORITY to vote for the proposal.
☐ 4. | 3. | IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZEDAPPROVAL OF THE IT TECH PACKAGING, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN, PURSUANT TO VOTE UPON SUCH OTHER MATTER WHICH THE COMPANY MAY ISSUE UP TO AN AGGREGATE OF 1,500,000 SHARES OF COMMON STOCK TO DIRECTORS, OFFICERS, EMPLOYEES AND/OR MATTERS THAT MAY PROPERLY COME BEFORECONSULTANTS OF THE ANNUAL MEETINGCOMPANY AND ANY ADJOURNMENT(S) THEREOFITS SUBSIDIARIES.. |
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'SBOARD’S NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS, FOR ALL OTHER PROPOSALS AND, AT THE DISCRETIONRATIFICATION OF THE PROXY HOLDERS,APPOINTMENT OF WWC, P.C. CERTIFIED ACCOUNTANTS AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021, FOR THE APPROVAL OF THE IT TECH PACKAGING, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN AND,, 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:Meeting (Circle one): Yes No
Number of attendees: ____________
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. 2470 Saint Rose Pkwy, Suite 304
1859 Whitney Mesa Drive
Henderson, NV 89074
89014 |