UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission file number: 001-34577

IT TECH PACKAGING, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-4158835
(State or other jurisdiction of		(IRS Employer
incorporation or organization)		identification No.)

Science Park, Juli Rd, Xushui District, Baoding City

Hebei Province, The People’s Republic of China 072550

(Address of principal executive offices and Zip Code)

011 - (86) 312-8698215

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001		ITP		NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.): Yes ☐ No ☒

As of May 11, 2023, there were 10,065,920 shares of the registrant’s common stock, par value $0.001, outstanding.

TABLE OF CONTENTS

Part I. - FINANCIAL INFORMATION	1

Item 1. Financial Statements	1

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3. Quantitative and Qualitative Disclosures About Market Risk	39

Item 4. Controls and Procedures	39

Part II. - OTHER INFORMATION	40

Item 1. Legal Proceedings	40

Item 1A. Risk Factors	40

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3. Defaults Upon Senior Securities	40

Item 4. Mine Safety Disclosures	40

Item 5. Other Information	40

Item 6. Exhibits	40

SIGNATURES	41

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

IT TECH PACKAGING, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF MARCH 31, 2023 AND DECEMBER 31, 2022

(unaudited)

	March 31,			December 31,
	2023			2022
ASSETS
Current Assets
Cash and bank balances	$	16,750,940		$	9,524,868
Restricted cash		-			-
Accounts receivable (net of allowance for doubtful accounts of $647,787 and $881,878 as of March 31, 2023 and December 31, 2022, respectively)		2,231,924			-
Inventories		5,969,604			2,872,622
Prepayments and other current assets		18,734,461			27,207,127
Due from related parties		7,795,442			7,561,858
Total current assets		51,482,371			47,166,475

Prepayment on property, plant and equipment		881,878			1,031,502
Operating lease right-of-use assets, net		681,817			672,722
Finance lease right-of-use assets, net		1,927,390			1,939,970
Property, plant, and equipment, net		149,822,883			151,569,898
Value-added tax recoverable		2,053,290			2,066,666
Deferred tax asset non-current		-			-
Total Assets	$	206,849,629		$	204,447,233

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Short-term bank loans	$	5,673,996		$	5,598,311
Current portion of long-term loans		5,265,073			4,835,884
Lease liability		171,768			224,497
Accounts payable		-			5,025
Due to related parties		730,387			727,462
Accrued payroll and employee benefits		295,024			165,986
Other payables and accrued liabilities		5,993,904			5,665,558
Income taxes payable		-			417,906
Total current liabilities		18,130,152			17,640,629

Long-term loans		6,513,672			4,204,118
Deferred gain on sale-leaseback		30,298			52,314
Lease liability - non-current		587,838			579,997
Derivative liability		494,186			646,283
Total liabilities (including amounts of the consolidated VIE without recourse to the Company of $19,412,310 and $16,784,878 as of March 31, 2023 and December 31, 2022, respectively)		25,756,146			23,123,341

Commitments and Contingencies

Stockholders’ Equity
Common stock, 50,000,000 shares authorized, $0.001 par value per share, 10,065,920 shares issued and outstanding as of March 31, 2023 and December, 31, 2022.		10,066			10,066
Additional paid-in capital		89,172,771			89,172,771
Statutory earnings reserve		6,080,574			6,080,574
Accumulated other comprehensive loss		(5,011,784	)		(7,514,540	)
Retained earnings		90,841,856			93,575,021
Total stockholders’ equity		181,093,483			181,323,892
Total Liabilities and Stockholders’ Equity	$	206,849,629		$	204,447,233

See accompanying notes to condensed consolidated financial statements.

IT TECH PACKAGING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

	Three Months Ended
	March 31,
	2023			2022

Revenues	$	19,790,877		$	15,481,618
Cost of sales		(20,067,876	)		(15,171,173	)
Gross (Loss) Profit		(276,999	)		310,445
Selling, general and administrative expenses		(2,495,362	)		(3,300,881	)
Loss from Operations		(2,772,361	)		(2,990,436	)

Other Income (Expense):
Interest income		136,268			3,455
Subsidy income		-			-
Interest expense		(249,169	)		(270,813	)
Gain on acquisition		-			34,003
Gain (Loss) on derivative liability		152,097			386,588

Loss before Income Taxes		(2,733,165	)		(2,837,203	)
Provision for Income Taxes		-			348,989
Net Loss		(2,733,165	)		(2,488,214	)

Other Comprehensive Income
Foreign currency translation adjustment		2,502,756			926,138
Total Comprehensive Loss	$	(230,409	)	$	(1,562,076	)

Losses Per Share:

Basic and Diluted Losses per Share	$	(0.27	)	$	(0.25	)

Outstanding – Basic and Diluted		10,065,920			9,915,920

See accompanying notes to condensed consolidated financial statements.

IT TECH PACKAGING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

	Three Months Ended
	March 31,
	2023			2022
Cash Flows from Operating Activities:
Net income	$	(2,733,165	)	$	(2,488,214	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,686,243			3,773,236
(Gain) Loss on derivative liability		(152,097	)		(386,588	)
(Gain) Loss from disposal and impairment of property, plant and equipment		12,926			-
(Recovery from) Allowance for bad debts		(246,386	)		4,211
Gain on acquisition		-			(34,001	)
Deferred tax		-			(348,989	)
Changes in operating assets and liabilities:
Accounts receivable		(1,988,921	)		(98,921	)
Prepayments and other current assets		9,461,336			3,056,189
Inventories		(3,062,782	)		1,515,515
Accounts payable		(5,101	)		62,315
Related parties		(128,625	)		-
Accrued payroll and employee benefits		126,986			(14,181	)
Other payables and accrued liabilities		263,712			483,666
Income taxes payable		(424,198	)		(1,112,820	)
Net Cash Provided by Operating Activities		4,809,928			4,411,418

Cash Flows from Investing Activities:
Purchases of property, plant and equipment		(295,018	)		(368,504	)
Acquisition of land		-			(6,807,468	)
Net Cash Used in Investing Activities		(295,018)			(7,175,972	)

Cash Flows from Financing Activities:
Proceeds from long term loans		2,623,410			-
Repayment of bank loans		(2,915	)		-
Payment of capital lease obligation		(55,849	)		(51,708	)
Loan to a related party (net)		-			6,945,022
Net Cash Provided by Financing Activities		2,564,646			6,893,314

Effect of Exchange Rate Changes on Cash and Cash Equivalents		146,516			28,071

Net Increase in Cash and Cash Equivalents		7,226,072			4,156,831
Cash, Cash Equivalents and Restricted Cash - Beginning of Period		9,524,868			11,201,612
Cash, Cash Equivalents and Restricted Cash - End of Period	$	16,750,940		$	15,358,443

Supplemental Disclosure of Cash Flow Information:
Cash paid for interest, net of capitalized interest cost	$	84,040		$	85,094
Cash paid for income taxes	$	424,198		$	1,112,820

Cash and bank balances		16,750,940			15,358,443
Restricted cash		-			-
Total cash, cash equivalents and restricted cash shown in the statement of cash flows		16,750,940			15,358,443

See accompanying notes to condensed consolidated financial statements.

IT TECH PACKAGING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2023 AND 2022

(Unaudited)

									Accumulated
					Additional		Statutory		Other
	Common Stock				Paid-in		Earnings		Comprehensive			Retained
	Shares		Amount		Capital		Reserve		Income (loss)			Earnings			Total

Balance at December 31, 2021		9,915,920	$	9,916	$	89,016,921	$	6,080,574	$	10,496,168		$	110,146,329		$	215,749,908
Foreign currency translation adjustment										926,138						926,138
Net loss													(2,488,214	)		(2,488,214	)
Balance at March 31, 2022		9,915,920	$	9,916	$	89,016,921	$	6,080,574	$	11,422,306		$	107,658,115		$	214,187,832

Balance at December 31, 2022		10,065,920	$	10,066	$	89,172,771	$	6,080,574	$	(7,514,540	)	$	93,575,021		$	181,323,892
Issuance of shares to officer and directors		-		-		-										-
Foreign currency translation adjustment										2,502,756						2,502,756
Net income													(2,733,165	)		(2,733,165	)
Balance at March 31, 2023		10,065,920	$	10,066	$	89,172,771	$	6,080,574	$	(5,011,784	)	$	90,841,856		$	181,093,483

See accompanying notes to condensed consolidated financial statements.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(1) Organization and Business Background

IT Tech Packaging, Inc. (the “Company”) was incorporated in the State of Nevada on December 9, 2005, under the name “Carlateral, Inc.” Through the steps described immediately below, we became the holding company for Hebei Baoding Dongfang Paper Milling Company Limited (“Dongfang Paper”), a producer and distributor of paper products in China, on October 29, 2007.

On August 1, 2018, we changed our corporate name to IT Tech Packaging, Inc.. The name change was effected through a parent/subsidiary short-form merger of IT Tech Packaging, Inc., our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. In connection with the name change, our common stock began being traded under a new NYSE symbol, “ITP”.

On June 9, 2022, the Board of Directors of the Company approved a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-10 (the “Reverse Stock Split”). The Reverse Stock Split become effective on July 7, 2022 (the “Effective Date”), and the shares began trading on the split-adjusted basis on the NYSE American under the Company’s existing trading symbol “ITP” at market open on July 8, 2022. The new CUSIP number following the Reverse Stock Split is 46527C 209. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the Reverse Stock Split.

On October 29, 2007, pursuant to an agreement and plan of merger (the “Merger Agreement”), the Company acquired DongfangZhiye Holding Limited (“Dongfang Holding”), a corporation formed on November 13, 2006 under the laws of the British Virgin Islands, and issued the shareholders of Dongfang Holding an aggregate of 7,450,497 (as adjusted for a four-for-one reverse stock split effected in November 2009) shares of our common stock, which shares were distributed pro-rata to the shareholders of Dongfang Holding in accordance with their respective ownership interests in Dongfang Holding. At the time of the Merger Agreement, Dongfang Holding owned all of the issued and outstanding stock and ownership of Dongfang Paper and such shares of Dongfang Paper were held in trust with Zhenyong Liu, Xiaodong Liu and Shuangxi Zhao, for Mr. Liu, Mr. Liu and Mr. Zhao (the original shareholders of Dongfang Paper) to exercise control over the disposition of Dongfang Holding’s shares in Dongfang Paper on Dongfang Holding’s behalf until Dongfang Holding successfully completed the change in registration of Dongfang Paper’s capital with the relevant PRC Administration of Industry and Commerce as the 100% owner of Dongfang Paper’s shares. As a result of the merger transaction, Dongfang Holding became a wholly owned subsidiary of the Company, and Dongfang Holding’s wholly owned subsidiary, Dongfang Paper, became an indirectly owned subsidiary of the Company.

Dongfang Holding, as the 100% owner of Dongfang Paper, was unable to complete the registration of Dongfang Paper’s capital under its name within the proper time limits set forth under PRC law. In connection with the consummation of the restructuring transactions described below, Dongfang Holding directed the trustees to return the shares of Dongfang Paper to their original shareholders, and the original Dongfang Paper shareholders entered into certain agreements with Baoding Shengde Paper Co., Ltd. (“Baoding Shengde”) to transfer the control of Dongfang Paper over to Baoding Shengde.

On June 24, 2009, the Company consummated a number of restructuring transactions pursuant to which it acquired all of the issued and outstanding shares of Shengde Holdings Inc., a Nevada corporation. Shengde Holdings Inc. was incorporated in the State of Nevada on February 25, 2009. On June 1, 2009, Shengde Holdings Inc. incorporated Baoding Shengde, a limited liability company organized under the laws of the PRC. Because Baoding Shengde is a wholly-owned subsidiary of Shengde Holdings Inc., it is regarded as a wholly foreign-owned entity under PRC law.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

To ensure proper compliance of the Company’s control over the ownership and operations of Dongfang Paper with certain PRC regulations, on June 24, 2009, the Company entered into a series of contractual agreements (the “Contractual Agreements”) with Dongfang Paper and Dongfang Paper Equity Owners via the Company’s wholly owned subsidiary Shengde Holdings Inc. (“Shengde Holdings”) a Nevada corporation and Baoding Shengde Paper Co., Ltd. (“Baoding Shengde”), a wholly foreign-owned enterprise in the PRC with an original registered capital of $10,000,000 (subsequently increased to $60,000,000 in June 2010). Baoding Shengde is mainly engaged in production and distribution of digital photo paper and single-use face masks and is 100% owned by Shengde Holdings. Prior to February 10, 2010, the Contractual Agreements included (i) Exclusive Technical Service and Business Consulting Agreement, which generally provides that Baoding Shengde shall provide exclusive technical, business and management consulting services to Dongfang Paper, in exchange for service fees including a fee equivalent to 80% of Dongfang Paper’s total annual net profits; (ii) Loan Agreement, which provides that Baoding Shengde will make a loan in the aggregate principal amount of $10,000,000 to Dongfang Paper Equity Owners in exchange for each such shareholder agreeing to contribute all of its proceeds from the loan to the registered capital of Dongfang Paper; (iii) Call Option Agreement, which generally provides, among other things, that Dongfang Paper Equity Owners irrevocably grant to Baoding Shengde an option to purchase all or part of each owner’s equity interest in Dongfang Paper. The exercise price for the options shall be RMB1 which Baoding Shengde should pay to each of Dongfang Paper Equity Owner for all their equity interests in Dongfang Paper; (iv) Share Pledge Agreement, which provides that Dongfang Paper Equity Owners will pledge all of their equity interests in Dongfang Paper to Baoding Shengde as security for their obligations under the other agreements described in this section. Specifically, Baoding Shengde is entitled to dispose of the pledged equity interests in the event that Dongfang Paper Equity Owners breach their obligations under the Loan Agreement or Dongfang Paper fails to pay the service fees to Baoding Shengde pursuant to the Exclusive Technical Service and Business Consulting Agreement; and (v) Proxy Agreement, which provides that Dongfang Paper Equity Owners shall irrevocably entrust a designee of Baoding Shengde with such shareholder’s voting rights and the right to represent such shareholder to exercise such owner’s rights at any equity owners’ meeting of Dongfang Paper or with respect to any equity owner action to be taken in accordance with the laws and Dongfang Paper’s Articles of Association. The terms of the agreement are binding on the parties for as long as Dongfang Paper Equity Owners continue to hold any equity interest in Dongfang Paper. A Dongfang Paper Equity Owner will cease to be a party to the agreement once it transfers its equity interests with the prior approval of Baoding Shengde. As the Company had controlled Dongfang Paper since July 16, 2007 through Dongfang Holding and the trust until June 24, 2009 and continued to control Dongfang Paper through Baoding Shengde and the Contractual Agreements, the execution of the Contractual Agreements is considered as a business combination under common control.

On February 10, 2010, Baoding Shengde and the Dongfang Paper Equity Owners entered into a Termination of Loan Agreement to terminate the above-mentioned $10,000,000 Loan Agreement. Because of the Company’s decision to fund future business expansions through Baoding Shengde instead of Dongfang Paper, the $10,000,000 loan contemplated was never made prior to the point of termination. The parties believe the termination of the Loan Agreement does not in itself compromise the effective control of the Company over Dongfang Paper and its businesses in the PRC.

An agreement was also entered into among Baoding Shengde, Dongfang Paper and the Dongfang Paper Equity Owners on December 31, 2010, reiterating that Baoding Shengde is entitled to 100% of the distributable profit of Dongfang Paper, pursuant to the above- mentioned Contractual Agreements. In addition, Dongfang Paper and the Dongfang Paper Equity Owners shall not declare any of Dongfang Paper’s unappropriated earnings as dividend, including the unappropriated earnings of Dongfang Paper from its establishment to 2010 and thereafter.

On June 25, 2019, Dongfang Paper entered into an acquisition agreement with the shareholder of Tengsheng Paper Co., Ltd. (“Tengsheng Paper”), a limited liability company organized under the laws of the PRC, pursuant to which Dongfang Paper would acquire Tengsheng Paper. Full payment of the consideration in the amount of RMB320 million (approximately $45 million) was made on February 23, 2022.

QianrongQianhui Hebei Technology Co., Ltd, a wholly owned subsidiary of Shengde holding, was incorporated on July 15, 2021. It is a service provider of high quality material solutions for textile, cosmetics and paper production.

The Company has no direct equity interest in Dongfang Paper. However, through the Contractual Agreements described above, the Company is found to be the primary beneficiary (the “Primary Beneficiary”) of Dongfang Paper and is deemed to have the effective control over Dongfang Paper’s activities that most significantly affect its economic performance, resulting in Dongfang Paper and its subsidiary, being treated as a controlled variable interest entity of the Company in accordance with Topic 810 - Consolidation of the Accounting Standards Codification (the “ASC”) issued by the Financial Accounting Standard Board (the “FASB”). The revenue generated from Dongfang Paper and Tengsheng Paper for the three months ended March 31, 2023 and 2022 was accounted for 99.82% and 99.63% of the Company’s total revenue, respectively. Dongfang Paper and Tengsheng Paper also accounted for 89.22% and 93.76% of the total assets of the Company as of March 31, 2023 and December 31, 2022, respectively.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2023 and December 31, 2022, details of the Company’s subsidiaries and variable interest entities are as follows:

	Date of	Place of	Percentage
	Incorporation	Incorporation or	of
Name	or Establishment	Establishment	Ownership	Principal Activity
Subsidiary:
Dongfang Holding	November 13, 2006	BVI	100%	Inactive investment holding
Shengde Holdings	February 25, 2009	State of Nevada	100%	Investment holding
Baoding Shengde	June 1, 2009	PRC	100%	Paper production and distribution
Qianrong	July 15, 2021	PRC	100%	New material technology service

Variable interest entity (“VIE”):
Dongfang Paper	March 10, 1996	PRC	Control*	Paper production and distribution
Tengsheng Paper	April 07, 2011	PRC	Control**	Paper production and distribution

*	Dongfang Paper is treated as a 100% controlled variable interest entity of the Company.

**	Tengsheng Paper is 100% subsidiary of Dongfang Paper.

However, uncertainties in the PRC legal system could cause the Company’s current ownership structure to be found to be in violation of any existing and/or future PRC laws or regulations and could limit the Company’s ability, through its subsidiary, to enforce its rights under these contractual arrangements. Furthermore, shareholders of the VIE may have interests that are different than those of the Company, which could potentially increase the risk that they would seek to act contrary to the terms of the aforementioned agreements.

In addition, if the current structure or any of the contractual arrangements were found to be in violation of any existing or future PRC law, the Company may be subject to penalties, which may include, but not be limited to, the cancellation or revocation of the Company’s business and operating licenses, being required to restructure the Company’s operations or being required to discontinue the Company’s operating activities. The imposition of any of these or other penalties may result in a material and adverse effect on the Company’s ability to conduct its operations. In such case, the Company may not be able to operate or control the VIE, which may result in deconsolidation of the VIE. The Company believes the possibility that it will no longer be able to control and consolidate its VIE will occur as a result of the aforementioned risks and uncertainties is remote.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company has aggregated the financial information of Dongfang Paper in the table below. The aggregate carrying value of Dongfang Paper’s assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 are as follows:

The Company and its consolidated subsidiaries are not required to provide financial support to the VIE, and no creditor (or beneficial interest holders) of the VIE have recourse to the assets of Company unless the Company separately agrees to be subject to such claims. There are no terms in any agreements or arrangements, implicit or explicit, which require the Company or its subsidiaries to provide financial support to the VIE. However, if the VIE does require financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to the VIE.

	March 31,		December 31,
	2023		2022
ASSETS
Current Assets
Cash and bank balances	$	6,007,515	$	3,427,717
Restricted cash		-		-
Accounts receivable		2,231,924		-
Inventories		5,951,385		2,852,553
Prepayments and other current assets		17,139,844		20,134,386
Due from related parties		7,649,918		7,418,274
Total current assets		38,980,586		33,832,930

Prepayment on property, plant and equipment		881,878		1,031,502
Operating lease right-of-use assets, net		681,817		672,722
Finance lease right-of-use assets, net		1,927,390		1,939,970
Property, plant, and equipment, net		142,086,276		143,534,690
Total Assets	$	184,557,947	$	181,011,814

LIABILITIES
Current Liabilities
Short-term bank loans	$	5,673,996	$	5,598,311
Current portion of long-term loans		5,265,073		4,835,885
Lease liability		171,768		224,497
Due to related parties		1,455		-
Accounts payable				5,025
Accrued payroll and employee benefits		259,928		143,156
Other payables and accrued liabilities		5,128,489		4,887,584
Income taxes payable		-		417,906
Total current liabilities		16,500,709		16,112,364

Long-term loans		2,293,465		40,203
Deferred gain on sale-leaseback		30,298		52,314
Lease liability - non-current		587,838		579,997
Total liabilities	$	19,412,310	$	16,784,878

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(2) Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and notes required by the United States of America generally accepted accounting principles (“GAAP”) for annual financial statements are not included herein. These interim statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022 of the Company, and its subsidiaries and variable interest entity (which we sometimes refer to collectively as “the Company”, “we”, “us” or “our”).

Principles of Consolidation

Our unaudited condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of our financial position and results of operations. Such adjustments are of a normal recurring nature, unless otherwise noted. The balance sheet as of March 31, 2023 and the results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for any future period.

Our unaudited condensed consolidated financial statements are prepared in accordance with GAAP. These accounting principles require us to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We believe that the estimates, judgments and assumptions are reasonable, based on information available at the time they are made. Actual results could differ materially from those estimates.

Reverse stock split

On June 9, 2022, the Board of Directors of the Company approved the Reverse Stock Split, at a ratio of 1-for-10, pursuant to Section 78.207 of the Nevada Revised Statutes (“NRS”). The Reverse Stock Split was effected by the Company filing of a Certificate of Change Pursuant to NRS 78.209 with the Secretary of State of the State of Nevada on July 7, 2022. The par value per share of our stock remains unchanged at $0.001 per share after the Reverse Stock Split. All references made to share or per share amounts in the accompanying consolidated financial statements and applicable disclosures have been retroactively adjusted to reflect the effects of the Reverse Stock Split.

Valuation of long-lived asset

The Company reviews the carrying value of long-lived assets to be held and used when events and circumstances warrants such a review. The carrying value of a long-lived asset is considered impaired when the anticipated undiscounted cash flow from such asset is separately identifiable and is less than its carrying value. In that event, a loss is recognized based on the amount by which the carrying value exceeds the fair market value of the long-lived asset and intangible assets. Fair market value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved. Losses on long-lived assets and intangible assets to be disposed are determined in a similar manner, except that fair market values are reduced for the cost to dispose.

Fair Value Measurements

The Company has adopted ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. It does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. It establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable inputs, which may be used to measure fair value and include the following:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.

The Company estimates the fair value of financial instruments using the available market information and valuation methods. Considerable judgment is required in estimating fair value. Accordingly, the estimates of fair value may not be indicative of the amounts that the Company could realize in a current market exchange. As of March 31, 2023 and December 31, 2022, the carrying value of the Company’s short term financial instruments, such as cash and cash equivalents, accounts receivable, accounts and notes payable, short-term bank loans, balance due to a related party and obligation under capital lease, approximate at their fair values because of the short maturity of these instruments; while loans from credit union and loans from a related party approximate at their fair value as the interest rates thereon are close to the market rates of interest published by the People’s Bank of China.

Management determined that liabilities created by beneficial conversion features associated with the issuance of certain warrants (see “Derivative liabilities” under Note (10)), meet the criteria of derivatives and are required to be measured at fair value. The fair value of these derivative liabilities was determined based on management’s estimate of the expected future cash flows required to settle the liabilities. This valuation technique involves management’s estimates and judgment based on unobservable inputs and is classified in level 3.

Non-Recurring Fair Value Measurements

The Company reviews long-lived assets for impairment annually or more frequently if events or changes in circumstances indicate the possibility of impairment. For the continuing operations, long-lived assets are measured at fair value on a nonrecurring basis when there is an indicator of impairment, and they are recorded at fair value only when impairment is recognized. For discontinued operations, long-lived assets are measured at the lower of carrying amount or fair value less cost to sell. The fair value of these assets were determined using models with significant unobservable inputs which were classified as Level 3 inputs, primarily the discounted future cash flow.

Share-Based Compensation

The Company uses the fair value recognition provision of ASC Topic 718, Compensation-Stock Compensation, which requires the Company to expense the cost of employee services received in exchange for an award of equity instruments based on the grant date fair value of such instruments over the vesting period.

The Company also applies the provisions of ASC Topic 505-50, Equity Based Payments to Non-Employees to account for stock-based compensation awards issued to non-employees for services. Such awards for services are recorded at either the fair value of the consideration received or the fair value of the instruments issued in exchange for such services, whichever is more reliably measurable.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(3) Inventories

Raw materials inventory includes mainly recycled paper board and recycled white scrap paper. Finished goods include mainly products of corrugating medium paper, offset printing paper and tissue paper products. Inventories consisted of the following as of March 31, 2023 and December 31, 2022:

	March 31,		December 31,
	2023		2022
Raw Materials
Recycled paper board	$	4,257,163	$	1,258,161
Recycled white scrap paper		10,955		10,809
Gas		79,379		42,237
Base paper and other raw materials		594,828		160,229
		4,942,325		1,471,436
Semi-finished Goods		150,075		132,810
Finished Goods		877,204		1,268,376
Total inventory, gross		5,969,604		2,872,622
Inventory reserve		-		-
Total inventory, net	$	5,969,604	$	2,872,622

(4) Prepayments and other current assets

Prepayments and other current assets consisted of the following as of March 31, 2023 and December 31, 2022:

	March 31,		December 31,
	2023		2022
Prepaid land lease	$	174,629	$	172,300
Prepayment for purchase of materials		3,557,460		12,941,951
Prepayment for purchase of equipment		-		-
Value-added tax recoverable		14,087,543		13,640,868
Prepaid gas		27,834		27,462
Others		886,995		424,546
	$	18,734,461	$	27,207,127

(5) Property, plant and equipment, net

As of March 31, 2023 and December 31, 2022, property, plant and equipment consisted of the following:

	March 31,			December 31,
	2023			2022
Property, Plant, and Equipment:
Land use rights	$	58,466,092		$	57,686,220
Building and improvements		69,226,584			68,300,987
Machinery and equipment		160,512,276			158,498,316
Vehicles		690,832			681,617
Construction in progress		1,251,510			1,239,698
Totals		290,147,294			286,406,838
Less: accumulated depreciation and amortization		(140,324,411	)		(134,836,940	)
Property, Plant and Equipment, net	$	149,822,883		$	151,569,898

As of March 31, 2023 and December 31, 2022, land use rights represented twenty three parcels of state-owned lands located in Xushui District and Wei County of Hebei Province in China, with lease terms of 50 years expiring in 2061 and 2068, respectively.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2023 and December 31, 2022, certain property, plant and equipment of Dongfang Paper with net values of $93,136 and $280,466, respectively, have been pledged pursuant to a long-term loan from credit union of Dongfang Paper. Land use right of Dongfang Paper with net values of $4,334,537 and $4,301,204, respectively, as of March 31, 2023 and December 31, 2022 was pledged for the bank loan from Industrial & Commercial Bank of China (“ICBC”). Land use right of Tengsheng Paper with net value of $5,150,283 and $5,111,014, respectively, as of March 31, 2023 and December 31, 2022 was pledged for a long-term loan from credit union of Baoding Shengde. In addition, land use right of Tengsheng Paper with net value of $3,976,123 and $3,948,953, respectively, as of March 31, 2023 and December 31, 2022 was pledged for another long-term loan from credit union of Baoding Shengde. Land use right of Dongfang Paper with net value of $5,396,364 as of March 31, 2023 was pledged for a long-term loan from credit union of Tengsheng Paper. See “Short-term bank loans” under Note (7), Loans Payable, for details of the transaction and asset collaterals.

Depreciation and amortization of property, plant and equipment was $3,686,243 and $3,773,236 for the three months ended March 31, 2023 and 2022, respectively.

(6) Leases

Financing with Sale-Leaseback

The Company entered into a sale-leaseback arrangement (the “Lease Financing Agreement”) with TAC Leasing Co., Ltd.(“TLCL”) on August 6, 2020, for a total financing proceeds in the amount of RMB 16 million (approximately US$2.5 million). Under the sale-leaseback arrangement, Tengsheng Paper sold the Leased Equipment to TLCL for 16 million (approximately US$2.5 million). Concurrent with the sale of equipment, Tengsheng Paper leases back the equipment sold to TLCL for a lease term of three years. At the end of the lease term, Tengsheng Paper may pay a nominal purchase price of RMB 100 (approximately $16) to TLCL and buy back the Leased Equipment. The Leased Equipment in amount of $2,349,452 was recorded as right of use assets and the net present value of the minimum lease payments was recorded as lease liability and calculated with TLCL’s implicit interest rate of 15.6% per annum and stated at $567,099 at the inception of the lease on August 17, 2020.

Tengsheng Paper made payments due according to the schedule. The balance of Leased Equipment net of amortization was $1,927,390 and $1,939,970 as of March 31, 2023 and December 31, 2022, respectively. The lease liability was $77,789 and $131,772, and its current portion in the amount of $77,789 and $131,772 as of March 31, 2023 and December 31, 2022, respectively.

Amortization of the Leased Equipment was $38,865 and $42,006 for the three months ended March 31, 2023 and 2022. Total interest expenses for the sale-leaseback arrangement was $4,490 and $13,507 for the three months ended March 31, 2023 and 2022.

As a result of the sale and leaseback, a deferred gain in the amount of $430,695 was recorded. The deferred gain is amortized over the lease term and as an offset to amortization of the Leased Equipment.

The future minimum lease payments of the capital lease as of March 31, 2023 were as follows:

March 31,	Amount
2023		80,329
Less: unearned discount		(2,540	)
		77,789
Less: Current portion lease liability		(77,789	)
	$	-

Operating lease

The Company leases space under non-cancelable operating leases for office and manufacturing locations. These leases do not have significant rent escalation holidays, concessions, leasehold improvement incentives, or other build-out clauses. Further, the leases do not contain contingent rent provisions.

The leases include option to renew in condition that it is agreed by the landlord before expiry. Therefore, the majority of renewals to extend the lease terms are not included in its right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluate the renewal options and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term.

As the Company’s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The components of the Company’s lease expense are as follows:

	Three Months
	Ended
	March 31, 2023
	RMB
Operating lease cost		36,381
Short-term lease cost		-
Lease cost		36,381

Supplemental cash flow information related to its operating leases was as follows for the period ended March 31, 2023:

			Three Months
			Ended
			March 31,
			2023
			RMB
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash outflow from operating leases			-

Maturities of its lease liabilities for all operating leases are as follows as of March 31, 2023:

March 31,	Amount
2024		145,524
2025		145,524
2026		145,524
2027		145,524
2028		145,524
Thereafter		145,524
Total operating lease payments	$	873,146
Less: Interest		(191,329	)
Present value of lease liabilities		681,817
Less: current portion, record in current liabilities		(93,979	)
Present value of lease liabilities		587,838

The weighted average remaining lease terms and discount rates for all of its operating leases were as follows as of March 31, 2023:

	March 31, 2023
	RMB
Remaining lease term and discount rate:
Weighted average remaining lease term (years)		5.4
Weighted average discount rate		7.56	%

(7) Loans Payable

Short-term bank loans

	March 31,		December 31,
	2023		2022
Industrial and Commercial Bank of China (“ICBC”) Loan 1	$	5,091,899	$	5,023,978
ICBC Loan 2		291,049		287,167
ICBC Loan 3		145,524		143,583
China Construction Bank Loan		145,524		143,583
Total short-term bank loans	$	5,673,996	$	5,598,311

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On November 10, 2022, the Company entered into a working capital loan agreement with the ICBC, with a balance of $5,091,899 and $5,023,978 as of March 31, 2023 and December 31, 2022, respectively. The working capital loan was secured by the land use right of Dongfang Paper as collateral for the benefit of the bank and guaranteed by Mr. Liu. The loan bears a fixed interest rate of 4.785% per annum. The loan will be due by November 13, 2023.

On November 30, 2022, the Company entered into a working capital loan agreement with the ICBC, with a balance of $291,049 and $287,167 as of March 31, 2023 and December 31, 2022, respectively. The loan bears an interest rate of 4.25% per annum. The loan will be due by May 29, 2023.

On November 30, 2022, the Company entered into a working capital loan agreement with the ICBC, with a balance of $145,524 and $143,583 as of March 31, 2023 and December 31, 2022, respectively. The loan bears an interest rate of 4.25% per annum. The loan will be due by May 29, 2023.

On July 29, 2022, the Company entered into a working capital loan agreement with the China Construction Bank, with a balance of $145,524 and $143,583 as of March 31, 2023 and December 31, 2022, respectively. The loan bears a fixed interest rate of 3.95% per annum. The loan will be due by July 29, 2023.

As of March 31, 2023, there were guaranteed short-term borrowings of $5,091,899 and unsecured bank loans of $582,097. As of December 31, 2022, there were guaranteed short-term borrowings of $5,023,978 and unsecured bank loans of $574,333.

The average short-term borrowing rates for the three months ended March 31, 2023 and 2022 were approximately 4.72% and 4.79%.

Long-term loans

As of March 31, 2023 and December 31, 2022, long-term loans were $11,778,745 and $9,040,002, respectively.

	March 31,			December 31,
	2023			2022
Rural Credit Union of Xushui District Loan 1	$	1,251,510		$	1,234,816
Rural Credit Union of Xushui District Loan 2		3,638,111			3,589,582
Rural Credit Union of Xushui District Loan 3		2,328,390			2,297,332
Rural Credit Union of Xushui District Loan 4		1,891,817			1,866,582
Rural Credit Union of Xushui District Loan 5		2,619,439			-
Yujiangna		49,478			51,690
Total		11,778,745			9,040,002
Less: Current portion of long-term loans		(5,265,073	)		(4,835,884	)
Long-term loans	$	6,513,672		$	4,204,118

As of March 31, 2023, the Company’s long-term debt repayments for the next coming years were as follows:

	Amount
Fiscal year
Remainder of 2023	$	5,265,073
2024		6,487,478
2025 & after		26,194
Total		11,778,745

On April 16, 2014, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 5 years, which was originally duein various installments from June 21, 2014 to November 18, 2018. The loan is guaranteed by an independent third party. Interest payment is duequarterly and bore a rate of 7.68% per annum. Effective from November 15, 2022, the interest rate is reduced to 7% per annum. On November 6, 2018, the loan was renewed for additional 5 years and will be due and payable in various installments from December 21, 2018 to November 5, 2023. As of March 31, 2023 and December 31, 2022, total outstanding loan balance was $1,251,510 and$1,234,816, respectively, which are presented as current liabilities in the consolidated balance sheet.

On July 15, 2013, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 5 years, which was originally due and payable in various installments from December 21, 2013 to July 26, 2018. On June 21, 2018, the loan was extended for additional 5 years and will be due and payable in various installments from December 21, 2018 to June 20, 2023. The loan is secured by certain of the Company’s manufacturing equipment with net book value of $93,136 and $280,466 as of March 31, 2023 and December 31, 2022, respectively. Interest payment is due quarterly and bore arate of 7.68% per annum. Effective from November 15, 2022, the interest rate is reduced to 7% per annum. As of March 31, 2023 and December 31, 2022, the total outstanding loan balance was $3,638,111 and $3,589,582, respectively, which are presented as current liabilities in the consolidated balance sheet.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On April 17, 2019, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which was due and payable in various installments from August 21, 2019 to April 16, 2021. The loan was renewed on March 22, 2021 and December 24, 2021 and extended for additional 3 years in total, which will be due on April 16, 2024 according to the new schedule. The loan is secured by Tengsheng Paper with its land use right as collateral for the benefit of the credit union. Interest payment is due quarterly and bore a rate of 7.68% per annum. Effective from November 15, 2022, the interest rate is reduced to 7% per annum. As of March 31, 2023 and December 31, 2022, the total outstanding loan balance was $2,328,390 and $2,297,332, respectively, which are presented as non-current liabilities in the consolidated balance sheet as of March 31, 2023 and December 31, 2022, respectively.

On December 12, 2019, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which is due and payable in various installments from June 21, 2020 to December 11, 2021. The loan was renewed on March 22, 2021 and December 24, 2021 and extended for additional 3 years in total, which will be due on December 11, 2024 according to the new schedule. The loan is secured by Tengsheng Paper with its land use right as collateral for the benefit of the credit union. Interest payment is due monthly and bore a rate of 7.56% per annum. Effective from November 15, 2022, the interest rate is reduced to 7% per annum. As of March 31, 2023 and December 31, 2022, the total outstanding loan balance was $1,891,817 and $1,866,582, respectively, which are presented as non-current liabilities in the consolidated balance sheet as of March 31, 2023 and December 31, 2022, respectively.

On February 26, 2023, the Company entered into a loan agreement with the Rural Credit Union of Xushui District for a term of 2 years, which is due and payable in various installments from August 21, 2023 to February 24, 2025. The loan is secured by Dongfang Paper with its land use right as collateral for the benefit of the credit union. Interest payment is due monthly and bore a rate of 7% per annum. As of March 31, 2023, the total outstanding loan balance was $2,619,439. Out of the total outstanding loan balance, current portion amounted was $363,811, which is presented as current liabilities in the consolidated balance sheet and the remaining balance of $2,255,628 is presented as non-current liabilities in the consolidated balance sheet as of March 31, 2023.

On July 1, 2022, the Company entered into a loan agreement with Jiangna Yu, a customer of the Company, pursuant to which the Company borrowed RMB 400,000 from Jiangna Yu for a term of five years. The loan is payable in monthly installment of RMB10,667 from July 2022 to July 2027. As of March 31, 2023 and December 31, 2022, the total outstanding loan balance was $49,478 and$51,690, respectively. Out of the total outstanding loan balance, current portion amounted were $11,642 and $11,486, which are presented as current liabilities and the remaining balance of $37,836 and $40,204 are presented as non-current liabilities in the consolidated balance sheet as of March 31, 2023 and December 31, 2022, respectively.

Total interest expenses for the short-term bank loans and long-term loans for the three months ended March 31, 2023 and 2022 were $244,679 and $257,306, respectively.

(8) Related Party Transactions

Mr. Zhenyong Liu, the Company’s CEO has loaned money to Dongfang Paper for working capital purposes over a period of time. On January 1, 2013, Dongfang Paper and Mr. Zhenyong Liu renewed the three-year term loan previously entered on January 1, 2010, and extended the maturity date further to December 31, 2015. On December 31, 2015, the Company paid off the loan of $2,249,279, together with interest of $391,374 for the period from 2013 to 2015. Approximately $373,028 and $368,052 of interest were outstanding to Mr. Zhenyong Liu, which were recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet as of March 31, 2023 and December 31, 2022, respectively.

On December 10, 2014, Mr. Zhenyong Liu provided a loan to the Company, amounted to $8,742,278 to Dongfang Paper for working capital purpose with an interest rate of 4.35% per annum, which was based on the primary lending rate of People’s Bank of China. The unsecured loan was provided on December 10, 2014, and would be originally due on December 10, 2017. During the year of 2016, the Company repaid $6,012,416 to Mr. Zhenyong Liu, together with interest of $288,596. In February 2018, the company paid off the remaining balance, together with interest of $20,400. As of March 31, 2023 and December 31, 2022, approximately $43,657 and $43,075 of interest, respectively 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 was due on July 12, 2021. On November 23, 2018, the Company repaid $3,768,579 to Mr. Zhenyong Liu, together with interest of $158,651. In December 2019, the Company paid off the remaining balance, together with interest of 94,636. As of March 31, 2023 and December 31, 2022, the outstanding interest was $200,006 and $197,338, respectively, which was recorded in other payables and accrued liabilities as part of the current liabilities in the consolidated balance sheet.

As of March 31, 2023 and December 31, 2022, total amount of loans due to Mr. Zhenyong Liu were $nil. The interest expense incurred for such related party loans were $nil for the three months ended March 31, 2023 and 2022. The accrued interest owing to Mr. Zhenyong Liu was approximately $616,691 and $608,465, as of March 31, 2023 and December 31, 2022, respectively, which was recorded in other payables and accrued liabilities.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

On December 8, 2021, the Company entered into an agreement with Mr. Zhenyong Liu, which allows Mr. Zhenyong Liu to borrow from the Company an amount of $6,507,431 (RMB44,089,085). The loan is unsecured and carries a fixed interest rate of 3% per annum. The loan was repaid by Mr. Zhenyong Liu in February 2022.

In October 2022 and November 2022, the Company entered into two agreements with Mr. Zhenyong Liu, which allowed Mr. Zhenyong Liu to borrow from theCompany an amount of $7,276,220 (RMB50,000,000) in total. The loans were unsecured and carried a fixed interest rate of 4.35% per annum. The loan will be repaid in May 2023. Interest income of the loan for the three months ended March 31, 2023 was $131,553.

As of March 31, 2023 and December 31, 2022, amount due to shareholder was $727,433, which represents funds from shareholders to pay for various expenses incurred in the U.S. The amount is due on demand with interest free.

(9) Other payables and accrued liabilities

Other payables and accrued liabilities consist of the following:

	March 31,		December 31,
	2023		2022
Accrued electricity	$	131,800	$	3,036
Accrued rental		93,793		56,646
Value-added tax payable		717		69,053
Accrued interest to a related party		616,691		608,465
Payable for purchase of equipment		3,327,926		3,294,940
Accrued commission to salesmen		17,325		19,524
Accrued bank loan interest		1,781,801		1,595,354
Others		23,851		18,540
Totals	$	5,993,904	$	5,665,558

(10) Derivative Liabilities

The Company analyzed the warrant for derivative accounting consideration under ASC 815, “Derivatives and Hedging, and hedging,” and determined that the instrument should be classified as a liability since the warrant becomes effective at issuance resulting in there being no explicit limit to the number of shares to be delivered upon settlement of the above conversion options.

ASC 815 requires we assess the fair market value of derivative liability at the end of each reporting period and recognize any change in the fair market value as other income or expense item.

The Company determined its derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of March 31, 2023. The Black-Scholes model requires six basic data inputs: the exercise or strike price, time to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The fair value of each warrant is estimated using the Black-Scholes valuation model. The following weighted-average assumptions were used in the March 31, 2023:

		Three months
		ended
		March 31,
		2023
Expected term		1.30 - 2.75
Expected average volatility		85% - 226%
Expected dividend yield		-
Risk-free interest rate		0.19% - 3.81%

The following table summarizes the changes in the derivative liabilities during the three months ended March 31, 2023:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance at December 31, 2022	$	646,283
Addition of new derivatives recognized as warrant		-
Addition of new derivatives recognized as loss on derivatives		-
Exercise of warrants		-
Change in fair value of derivative liability		(152,097	)
Balance at March 31, 2023	$	494,186

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(11) Common Stock

Issuance of common stock to investors

On January 20, 2021, the Company offered and sold to certain institutional investors an aggregate of 2,618,182 shares of common stock and 2,618,182 warrants to purchase up to 2,618,182 shares of common stock in a best-efforts public offering for gross proceeds of approximately $14.4 million. The purchase price for each share of common stock and the corresponding warrant was $5.5. The exercise price of the warrant was $5.5 per share.

On March 1, 2021, the Company offered and sold to the public investors an aggregate of 2,927,786 shares of common stock and 1,463,893 warrants to purchase up to 1,463,893 shares of common stock in a firm commitment underwritten public offering for gross proceeds of approximately $21.9 million. The purchase price for each share of common stock and accompanying warrant was $7.5. The exercise price of the warrant was $7.5 per share.

Reverse stock split

Issuance of common stock pursuant to the 2021 Incentive Stock Plan

On August 15, 2022, the Company granted an aggregate of 150,000 shares of common stock under its compensatory incentive plans to fifteen employees, as awards under the 2021 Incentive Stock Plan. Please see Note (15), Stock Incentive Plans for more details. Total fair value of the stock was calculated at $156,000 as of the date of grant.

(12) Warrants

On April 29, 2020, the Company and certain institutional investors entered into a securities purchase agreement, as amended on May 4, 2020 (the “2020 Purchase Agreement”), pursuant to which the Company agreed to sell to such investors an aggregate of 440,000 shares of common stock and warrants to purchase up to 440,000 shares of common stock in a concurrent private placement (the “May 2020 Warrants”). The exercise price of the May 2020 Warrant is $7.425 per share. These warrants become exercisable on July 23, 2020 and have a term of exercise equal to five years and six months from the date of issuance till July 23, 2025. 88,000 May 2020 Warrants were exercised in February 2021 at the exercise price of $7.425 per share and 352,000 May 2020 Warrants were outstanding as of March 31, 2023. The Company classified warrant as liabilities and accounted for the issuance of the May 2020 Warrants as a derivative.

On January 20, 2021, the Company offered and sold to certain institutional investors an aggregate of 2,618,182 shares of common stock and 2,618,182 warrants to purchase up to 2,618,182 shares of common stock (the “January 2021 Warrants”). The January 2021 Warrants became exercisable on January 20, 2021 at an exercise price of $5.5 and will expire on January 20, 2026. 1,410,690 January 2021 Warrants were exercised in January and February of 2021 at the exercise price of $5.5 per share. 1,207,492 January 2021 Warrants were outstanding as of March 31, 2023.

On March 1, 2021, the Company offered and sold to the public investors an aggregate of 2,927,786 shares of common stock and 1,463,893 warrants to purchase up to 1,463,893 shares of common stock (the “March 2021 Warrants”). The March 2021 Warrants became exercisable on March 1, 2021 at an exercise price of $7.5 and will expire on March 1, 2026. 6,750 March 2021 Warrants were exercised in January and March 2021 at the exercise price of $7.5 per share and 1,457,143 March 2021 Warrants were outstanding as of March 31, 2023.

The Company classified warrants as liabilities and accounted for the issuance of the warrants as a derivative.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

A summary of stock warrant activities is as below:

	Three months ended
	March 31, 2023
			Weight
			average
	Number		exercise price
Outstanding and exercisable at beginning of the period		3,016,635	$	6.6907
Issued during the period		-
Exercised during the period		-
Cancelled or expired during the period		-
Outstanding and exercisable at end of the period		3,016,635	$	6.6907

The following table summarizes information relating to outstanding and exercisable warrants as of March 31, 2023.

Warrants Outstanding			Warrants Exercisable
	Weighted Average
	Remaining
Number of	Contractual life	Weighted Average	Number of	Weighted Average
Shares	(in years)	Exercise Price	Shares	Exercise Price
3,016,635	2.84	$6.6907	3,016,635	$6.6907

Aggregate intrinsic value is the sum of the amounts by which the quoted market price of the Company’s stock exceeded the exercise price of the warrants at March 31, 2023 for those warrants for which the quoted market price was in excess of the exercise price (“in-the-money” warrants). The intrinsic value of the warrants as of March 31, 2023 and December 31, 2022 are nil.

(13) Earnings Per Share

For the three months ended March 31, 2023 and 2022, basic and diluted net income per share are calculated as follows:

	Three Months Ended March 31,
	2023			2022
Basic loss per share
Net loss for the period – numerator	$	(2,733,165	)	$	(2,488,214	)
Weighted average common stock outstanding – denominator		10,065,920			9,915,920
Net loss per share	$	(0.27	)	$	(0.25	)

Diluted income per share
Net income for the period- numerator	$	(2,733,165	)	$	(2,488,214	)
Weighted average common stock outstanding – denominator		10,065,920			9,915,920

Effect of dilution		-			-
Weighted average common stock outstanding – denominator		10,065,920			9,915,920
Diluted loss per share	$	(0.27	)	$	(0.25	)

For the three months ended March 31, 2023 and 2022 there were no securities with dilutive effect issued and outstanding.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

(14) Income Taxes

United States

The Company may be subject to the United States of America Tax laws at a tax rate of 21%. No provision for the US federal income taxes has been made as the Company had no US taxable income for the first quarter ended March 31, 2023 and 2022, and management believes that its earnings are permanently invested in the PRC.

PRC

Dongfang Paper and Baoding Shengde are PRC operating companies and are subject to PRC Enterprise Income Tax. Pursuant to the PRC New Enterprise Income Tax Law, Enterprise Income Tax is generally imposed at a statutory rate of 25%.

The provisions for income taxes for three months ended March 31, 2023 and 2022 were as follows:

	Three Months Ended
	March 31,
	2023		2022
Provision for Income Taxes
Current Tax Provision U.S.	$	-	$	-
Current Tax Provision PRC		-		-
Deferred Tax Provision PRC				(348,989	)
Total Provision for (Deferred tax benefit)/Income Taxes	$	-	$	(348,989	)

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

In addition to the reversible future PRC income tax benefits stemming from the timing differences of items such as recognition of asset disposal gain or loss and asset depreciation, the Company was incorporated in the United States and incurred net operating losses of approximately $530,581 and $761,881 for U.S. income tax purposes for the years ended December 31, 2022 and 2021, respectively. The net operating loss carried forward may be available to reduce future years’ taxable income. These carry forwards would expire, if not utilized, during the period of 2030 through 2035. As of March 31, 2023, management believed that the realization of all the U.S. income tax benefits from these losses, which generally would generate a deferred tax asset if it can be expected to be utilized in the future, appears not more than likely due to the Company’s limited operating history and continuing losses for United States income tax purposes. Accordingly, As of March 31, 2023 and December 31, 2022, the Company provided a 100% valuation allowance on the U.S. deferred tax asset benefit to reduce the total deferred tax asset to the amount realizable for the PRC income tax purposes. Management reviews this valuation allowance periodically and will make adjustments as warranted. A summary of the otherwise deductible (or taxable) deferred tax items is as follows:

	March 31,			December 31,
	2023			2022
Deferred tax assets (liabilities)
Depreciation and amortization of property, plant and equipment	$	15,688,773		$	15,474,485
Impairment of property, plant and equipment		818,158			796,559
Miscellaneous		585,399			615,436
Net operating loss carryover of PRC company		233,286			213,620
Total deferred tax assets		17,325,616			17,100,100
Less: Valuation allowance		(17,325,616	)		(17,100,100	)
Total deferred tax assets, net	$	-			-

	Three Months Ended
	March 31,
	2023			2022
PRC Statutory rate
Effect of different tax jurisdiction		25.0	%		25.0	%
Effect of tax and book difference		(16.7	)%		(12.7	)%
Change in valuation allowance		(8.3	)%
Effective income tax rate		-			12.3	%

During the three months ended March 31, 2023 and 2022, the effective income tax rate was estimated by the Company to be 0% and 12.3%, respectively.

As of March 31, 2023, except for the one-time transition tax under the 2017 TCJA which imposes a U.S. tax liability on all unrepatriated foreign E&Ps, the Company does not believe that its future dividend policy and the available U.S. tax deductions and net operating losses will cause the Company to recognize any other substantial current U.S. federal or state corporate income tax liability in the near future. Nor does it believe that the amount of the repatriation of the VIE’s earnings and profits for purposes of paying dividends will change the Company’s position that its PRC subsidiary Baoding Shengde and the VIE, Dongfang Paper are considered or are expected to be indefinitely reinvested offshore to support our future capacity expansion. If these earnings are repatriated to the U.S. resulting in U.S. taxable income in the future, or if it is determined that such earnings are to be remitted in the foreseeable future, additional tax provisions would be required.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Company has adopted ASC Topic 740-10-05, Income Taxes. To date, the adoption of this interpretation has not impacted the Company’s financial position, results of operations, or cash flows. The Company performed self-assessment and the Company’s liability for income taxes includes the liability for unrecognized tax benefits, interest and penalties which relate to tax years still subject to review by taxing authorities. Audit periods remain open for review until the statute of limitations has passed, which in the PRC is usually 5 years. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of March 31, 2023 and December 31, 2022, management considered that the Company had no uncertain tax positions affecting its consolidated financial position and results of operations or cash flows, and will continue to evaluate for any uncertain position in future. There are no estimated interest costs and penalties provided in the Company’s consolidated financial statements for the three and three months ended March 31, 2023 and 2022, respectively. The Company’s tax positions related to open tax years are subject to examination by the relevant tax authorities and the major one is the China Tax Authority.

(15) Stock Incentive Plans

2021 Incentive Stock Plan

On November 12, 2021, the Company’s Annual General Meeting adopted and approved the 2021 Omnibus Equity Incentive Plan of IT Tech Packaging, Inc.(the”2021 Plan”). Under the 2021 ISP, the Company has reserved a total of 150,000 shares of common stock for issuance as or under awards to be made to the directors, officers, employees and/or consultants of the Company and its subsidiaries. On August 15, 2022, the Company granted an aggregate of 150,000 shares of common stock under its compensatory incentive plans to fifteen employees. Total fair value of the stock was calculated at $156,000 as of the date of grant.

(16) Commitments and Contingencies

Xushui Land Lease

The Company leases 32.95 acres of land from a local government in Xushui District, Baoding City, Hebei, China through a real estate lease with a 30-year term, which expires on December 31, 2031. The lease requires an annual rental payment of approximately $16,902 (RMB120,000). This lease is renewable at the end of the 30-year term.

On August 7, 2013, the Company’s Audit Committee and the Board of Directors approved the sale of the land use right of the Headquarters Compound (the “LUR”), the office building and essentially all industrial-use buildings in the Headquarters Compound (the “Industrial Buildings”), and three employee dormitory buildings located within the Headquarters Compound (the “Dormitories”) to Hebei Fangsheng for cash prices of approximately $2.77 million, $1.15 million, and $4.31 million respectively. Sales of the LUR and the Industrial Buildings were completed in year 2013.

In connection with the sale of the Industrial Buildings, Hebei Fangsheng agreed to lease the Industrial Buildings back to the Company for its original use with an annual rental payment of approximately $145,745 (RMB1,000,000). The lease was recorded in lease assets and liabilities in the consolidated balance sheet as of March 31, 2023. See ‘Operating lease’ under note (6).

Future minimum lease payments of the land lease is as follows:

March 31,	Amount
2024		17,463
2025		17,463
2026		17,463
2027		17,463
2028		17,463
Thereafter		65,486
Total operating lease payments	$	152,801

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Sale of Headquarters Compound Real Properties

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 with an annual rental payment of approximately $147,988 (RMB1,000,000). The lease was recorded in lease assets and liabilities in the consolidated balance sheet as of December 31, 2022.

Future minimum lease payments of the building lease is as follows:

March 31,	Amount
2024		145,524
2025		145,524
2026		145,524
2027		145,524
2028		145,524
Thereafter		145,524
Total operating lease payments	$	873,146
Less: Interest		(191,329	)
Present value of lease liabilities		681,817
Less: current portion, record in current liabilities		(93,979	)
Present value of lease liabilities		587,838

Capital commitment

As of March 31, 2023, the Company has entered into several contracts for the purchase of paper machine of a new tissue paper production line PM10, and the improvement of Industrial Buildings. Total outstanding commitments under these contracts were $5,930,832 and $4,329,279 as of March 31, 2023 and December 31, 2022, respectively. The Company expected to pay off all the balances within 1-3 years.

Guarantees and Indemnities

The Company agreed with Baoding Huanrun Trading Co., a major supplier of raw materials, to guarantee certain obligations of this third party, and as of March 31, 2023 and December 31, 2022, the Company guaranteed its long-term loan from financial institutions amounting to $4,511,256 (RMB31,000,000), that matured at various times in 2018-2023. If Huanrun Trading Co., were to become insolvent, the Company could be materially adversely affected.

(17) Segment Reporting

Since March 10, 2010, Baoding Shengde started its operations and thereafter the Company manages its operations through three business operating segments: Dongfang Paper and Tengsheng Paper, which produces offset printing paper, corrugating medium paper and tissue paper, and Baoding Shengde, which produces face masks and digital photo paper. They are managed separately because each business requires different technology and marketing strategies.

The Company evaluates performance of its operating segments based on net income. Administrative functions such as finance, treasury, and information systems are centralized. However, where applicable, portions of the administrative function expenses are allocated among the operating segments based on gross revenue generated. The operating segments do share facilities in Xushui County, Baoding City, Hebei Province, China. All sales were sold to customers located in the PRC.

IT TECH PACKAGING, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Summarized financial information for the three reportable segments is as follows:

	Three Months Ended
	March 31, 2023
	Dongfang			Tengsheng			Baoding			Not Attributable			Elimination of		Enterprise-wide,
	Paper			Paper			Shengde			to Segments			Inter-segment		consolidated

Revenues	$	19,528,196		$	227,044		$	35,637		$	-		$	-	$	19,790,877
Gross profit (loss)		439,080			(713,240	)		(2,839	)		-			-		(276,999	)
Depreciation and amortization		1,140,466			2,137,928			407,849			-			-		3,686,243
Interest income		133,183			693			1,235			1,157			-		136,268
Interest expense		146,702			28,574			73,893			-			-		249,169
Income tax expense(benefit)		-			-			-			-			-		-
Net loss		(569,464	)		(1,920,120	)		(99,285	)		(144,296	)		-		(2,733,165	)

	Three Months Ended
	March 31, 2022
	Dongfang			Tengsheng			Baoding			Not Attributable		Elimination of		Enterprise-wide,
	Paper			Paper			Shengde			to Segments		Inter-segment		consolidated

Revenues	$	15,026,633		$	398,388		$	56,597		$	-	$	-	$	15,481,618
Gross profit		857,544			(563,777	)		16,678			-		-		310,445
Depreciation and amortization		1,270,492			2,061,937			440,807			-		-		3,773,236
Interest income		1,956			170			1,329			-		-		3,455
Interest expense		173,189			13,507			84,117			-		-		270,813
Income tax expense(benefit)		(80,399	)		(411,191	)		142,601			-		-		(348,989	)
Net income (loss)		(704,673	)		(1,605,442	)		(231,890	)		19,788		34,003		(2,488,214	)

As of March 31, 2023

Dongfang

Tengsheng

Baoding

Not Attributable

Elimination of

Enterprise-wide,

Paper

Shengde

to Segments

Inter-segment

consolidated

Total assets

67,241,412

117,316,535

17,721,144

4,570,538

206,849,629

As of December 31, 2022

Dongfang

Tengsheng

Baoding

Not Attributable

Elimination of

Enterprise-wide,

Paper

Shengde

to Segments

SEC Form 10-Q filed by IT Tech Packaging Inc.