ITP Seeks Shareholder Approval for Director Re-election, New Equity Plan

TL;DR

**ITP's upcoming shareholder meeting is a crucial vote on board stability and a new equity plan; pay attention to potential dilution from the 2025 Omnibus Equity Incentive Plan.**

AI Summary

IT Tech Packaging, Inc. (ITP) is holding its 2025 Annual Meeting of Stockholders on October 31, 2025, in Wei County, Hebei Province, China. Key proposals include the re-election of Class I directors Marco Ku Hon Wai and Wenbing Christopher Wang, who will serve until the 2027 Annual Meeting. Stockholders will also vote on the ratification of GGF CPA LTD. as the independent registered public accounting firm for the fiscal year ending December 31, 2025. A significant proposal is the approval of the IT Tech Packaging, Inc. 2025 Omnibus Equity Incentive Plan, which could impact executive and employee compensation. The company's 2024 Annual Report is available online, providing financial performance and business operations details, though specific revenue and net income figures are not detailed in this DEF 14A filing. The Board of Directors, led by Chairman and CEO Zhenyong Liu, emphasizes the importance of stockholder participation, with 16,965,420 shares of Common Stock entitled to vote.

Why It Matters

This DEF 14A filing outlines critical governance decisions for IT Tech Packaging, Inc., directly impacting investor confidence and future performance. The re-election of directors Marco Ku Hon Wai and Wenbing Christopher Wang will maintain board continuity, while the ratification of GGF CPA LTD. as auditor ensures financial oversight. Most importantly, the approval of the 2025 Omnibus Equity Incentive Plan could significantly alter employee and executive compensation structures, potentially attracting and retaining talent crucial for ITP's competitive standing in the packaging industry. Investors should scrutinize the equity plan's details to understand potential dilution and its alignment with long-term shareholder value, especially given the company's operations in China.

Risk Assessment

Risk Level: medium — The filing introduces the 2025 Omnibus Equity Incentive Plan without providing specific details on potential dilution or share allocation, which could pose a risk to existing shareholders. While the election of directors and auditor ratification are routine, the lack of immediate financial performance data in this proxy statement, coupled with the company's operational base in China, introduces a layer of geopolitical and regulatory risk.

Analyst Insight

Investors should carefully review the full details of the IT Tech Packaging, Inc. 2025 Omnibus Equity Incentive Plan once available to assess potential dilution and its impact on shareholder value. Vote on director elections and auditor ratification, but prioritize understanding the equity plan's implications before the October 31, 2025 meeting.

Key Numbers

• October 31, 2025 — Annual Meeting Date (Date of the 2025 Annual Meeting of Stockholders)
• September 5, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 16,965,420 — Outstanding Shares (Number of Common Stock shares entitled to vote)
• 5,655,141 — Quorum Requirement (One third of outstanding shares needed for a quorum)
• 3.2 % — Zhenyong Liu's Beneficial Ownership (Percentage of Common Stock owned by CEO and Chairman Zhenyong Liu)
• 3.2 % — All Directors and Executive Officers' Beneficial Ownership (Combined percentage of Common Stock owned by the group of 7 persons)
• 2027 — Class I Director Term End (Year Class I directors will serve until)
• 2026 — Class II Director Term End (Year Class II directors will serve until)
• 2025 — Omnibus Equity Incentive Plan Year (Year of the proposed equity incentive plan)
• 86-312-8698215 — Company Phone Number (Contact number for IT Tech Packaging, Inc.)

Key Players & Entities

• IT TECH PACKAGING, INC. (company) — Registrant
• Zhenyong Liu (person) — Chairman and Chief Executive Officer
• GGF CPA LTD. (company) — Independent Registered Public Accounting Firm
• Marco Ku Hon Wai (person) — Class I Director Nominee
• Wenbing Christopher Wang (person) — Class I Director Nominee
• Jing Hao (person) — Chief Financial Officer
• Dahong Zhou (person) — Secretary
• Fuzeng Liu (person) — Class II Director
• Lusha Niu (person) — Class II Director
• Hebei Baoding Dongfang Paper Milling Company Limited (company) — Subsidiary where Zhenyong Liu is Chairman

FAQ

Industry Context

IT Tech Packaging, Inc. operates within the packaging industry, which is characterized by its role in supply chains across various sectors, including consumer goods, electronics, and industrial products. The industry is influenced by global trade, manufacturing output, and consumer demand. Trends include a growing emphasis on sustainable packaging solutions and advancements in material science.

Regulatory Implications

As a publicly traded company, IT Tech Packaging, Inc. is subject to SEC regulations, including timely filing of disclosures like this DEF 14A. The proposed equity incentive plan will also be subject to specific regulatory guidelines and potential shareholder scrutiny regarding dilution and fairness.

What Investors Should Do

1. Review the details of the IT Tech Packaging, Inc. 2025 Omnibus Equity Incentive Plan to understand potential dilution and the structure of future compensation.
2. Consider the re-election of Class I directors Marco Ku Hon Wai and Wenbing Christopher Wang, evaluating their performance and alignment with shareholder interests.
3. Confirm the ratification of GGF CPA LTD. as the independent auditor, ensuring continued oversight of the company's financial reporting.
4. Vote by the record date of September 5, 2025, to ensure your shares are counted for the Annual Meeting on October 31, 2025.

Key Dates

• 2025-10-31: Annual Meeting of Stockholders — Key date for voting on director elections, auditor ratification, and the new equity incentive plan.
• 2025-09-05: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-12-31: Fiscal Year End — The period for which GGF CPA LTD. is appointed as the independent auditor.
• 2027-10-31: Class I Director Term End — Indicates the end of the term for the two Class I directors up for re-election.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders, including proxy materials. (This document is the primary source of information for the IT Tech Packaging, Inc. annual meeting and its proposals.)

Class I Directors

Directors whose terms are staggered, typically serving for a period of three years, with a portion of the board up for election each year. (Two Class I directors are up for re-election at the 2025 Annual Meeting, with terms extending to 2027.)

Independent Registered Public Accounting Firm

An external audit firm that is independent of the company and is registered with the Public Company Accounting Oversight Board (PCAOB). (The ratification of GGF CPA LTD. as the auditor is a key proposal, ensuring the integrity of the company's financial statements.)

Omnibus Equity Incentive Plan

A plan that allows a company to grant various types of equity-based compensation, such as stock options, restricted stock, and stock appreciation rights, to employees and directors. (The approval of the 2025 Plan is a significant proposal that could impact future executive and employee compensation and dilute existing shareholders.)

Beneficial Ownership

The actual right to receive income or exercise control over a security, even if the security is registered in another person's name. (Provides insight into the holdings of key management and directors, such as Zhenyong Liu, and their alignment with shareholder interests.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum of 5,655,141 shares (one-third of outstanding shares) is required for the Annual Meeting to be valid.)

Year-Over-Year Comparison

This DEF 14A filing focuses on the upcoming 2025 Annual Meeting and proposals, rather than a year-over-year comparison of financial performance. Specific financial metrics like revenue and net income for the prior year are not detailed within this proxy statement, making a direct comparison of key metrics impossible based solely on this document.

Key Financial Figures

• $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock") represented
• $120,000 — olved exceeded or exceeds the lesser of $120,000 and 1% of the average of our total asse

Filing Documents

• ea025626601-def14a_ittech.htm (DEF 14A) — 383KB
• 0001213900-25-085528.txt ( ) — 720KB
• itp-20250908.xsd (EX-101.SCH) — 7KB
• itp-20250908_def.xml (EX-101.DEF) — 2KB
• itp-20250908_lab.xml (EX-101.LAB) — 22KB
• ea025626601-def14a_ittech_htm.xml (XML) — 6KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 4 Proposal 1: Election of Directors 5 Nominees for Director 5 Term of Office 5 Vote Required and Board of Directors' Recommendation 5 Directors and Officers 6 Involvement in Certain Legal Proceedings 7 Transactions with Related Persons, Promoters and Certain Control Persons 8 Procedures for Approval of Related Party Transactions 8 Section 16(a) Beneficial Ownership Reporting Compliance 9 Director Independence 9 Meetings and Committees of the Board of Directors; Annual Meeting Attendance 10 Board Meetings 11 Board Leadership Structure and Role in Risk Oversight 12 Stockholder Communications 12 Code of Ethics 12 Board of Directors Compensation 13 Report of the Audit Committee of the Board of Directors 14

Executive Compensation

Executive Compensation 14 Summary Compensation Table Employment Agreements 15 Outstanding Equity Awards at 2024 Fiscal Year-End 15 Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm 16 Audit Fees 16 Audit-Related Fees 16 Tax Reporting Preparation Fees 16 All Other Fees 16 Pre-Approval Policies and Procedures 16 Vote Required and Board of Directors' Recommendation 16 Proposal 3: Approve of the adoption of the IT Tech Packaging, Inc. 2025 Omnibus Equity Incentive Plan (the "2025 Plan") 17 Overview Vote Required and Board of Directors' Recommendation 22 Stockholder Proposals 23 Other Business 23 i IT TECH PACKAGING, INC. Science Park, Juli Road Xushui District, Baoding City Hebei Province, People's Republic of China 072550 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 31, 2025 To the Stockholders of IT Tech Packaging, Inc.: NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of IT Tech Packaging, Inc., a Nevada corporation (the "Company"), will be held at Wei County Production Base, IT Tech Packaging Inc., Industrial Park, Wei County, Hebei Province, China 054700 on October 31, 2025, at 10 a.m. local time, for the following purposes: 1. To elect two directors in Class I to serve on the Board of Directors of the Company, with such Class I directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until his or her earlier resignation, removal or death; 2. To ratify the appointment of GGF CPA LTD. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2025; 3. To approve the adoption of the IT Tech Packaging, Inc. 2025 Omnibus Equity Incentive Plan (the "2025 Plan"); and 4. To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof. The Board

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information with respect to the beneficial ownership of our voting securities by (i) any person or group owning more than 5% of any class of voting securities, (ii) each director, (iii) our Chief Executive Officer and (iv) all executive officers and directors as a group as of the date hereof. Amount and Nature of Beneficial Ownership Title of Class Name and Address of Beneficial Owner(1) Amount and Nature of Beneficial Percentage of Common Stock Directors and Executive Officers Common Stock Zhenyong Liu, CEO and Director 536,484 3.2 % Common Stock Jing Hao, CFO 1,000 * Common Stock Dahong Zhou, Secretary 0 0 Common Stock Marco Ku Hon Wai, Director 5,00 * Common Stock Fuzeng Liu, Director 7,50 * Common Stock Wenbing Christopher Wang, Director 2,982 * Common Stock Lusha Niu, Director 0 0 All Directors and Executive Officers as a Group (7 persons) 541,716 3.2 % * Less than 1% of the Company's issued and outstanding common shares. (1) The address of each director and executive officer is c/o Science Park, Juli Road, Xushui District, Baoding City, Hebei Province, People's Republic of China. 4 PROPOSAL 1: ELECTION OF DIRECTORS Nominees for Director At the Annual Meeting, two directors in Class I, Marco Ku Hon Wai and Wenbing Christopher Wang are up for re-election, with such Class I directors to serve until the 2027 Annual Meeting of Stockholders and until their respective successors have been elected and has qualified, or until their earlier resignation, removal or death. If for some unforeseen reason one or more of the nominees is not available as a candidate for director, the proxies may be voted for such other candidate or candidates as may be nominated by the Board. The following table sets forth the positions and offices presently held with the Company by each nominee, their age as of th

Legal Proceedings

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. 7 TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS The following includes a summary of transactions since the beginning of fiscal 2023 or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or exceeds the lesser of $120,000 and 1% of the average of our total assets at December 31, 2023 and 2024 and in which any related person had or will have a direct or indirect material interest (other than compensation described under "Executive Compensation"): Loans from our principal shareholder, Chairman and CEO Mr. Zhenyong Liu Mr. Zhenyong Liu, the Company's CEO has loaned money to Dongfang

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