Attached files
| file | filename |
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| EX-14.1 - IT TECH PACKAGING, INC. | d25599_ex14-1.htm |
| EX-99.1 - IT TECH PACKAGING, INC. | d25599_ex99-1.htm |
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): October 28, 2009
ORIENT PAPER,
INC.
(Exact
Name of Registrant as Specified in Charter)
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Nevada
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000-52639
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20-4158835
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(State
or Other Jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
Incorporation)
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Identification
No.)
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Nansan
Gongli, Nanhuan Road
Xushui
County, Baoding City
Hebei
Province, The People’s Republic of China 072550
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(Address
of Principal Executive Offices)
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Registrant's
telephone number, including area code: 011 - (86)
312-8605508
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions ( see
General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02.
Departure of Directors or Principal Officers; Election of Directors; Appointment
of Principal Officers.
Effective
October 28, 2009, Mr. Xiaodong Liu and Mr. Chen Li resigned as directors of
Orient Paper, Inc. (the “Company”). There was no disagreement or
dispute between Mr. Liu or Mr. Li and the Company which led to their
resignation.
On
October 28, 2009, the Company’s board of directors increased the size of the
board to five members and appointed Drew Bernstein, Wenbing Christopher Wang,
and Zhaofang Wang as directors of the Company.
Mr. Drew
Bernstein, 53, 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
degree from the University of Maryland Business School. He is a member of the
American 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).
Mr.
Wenbing Christopher Wang, 38, has been President and director of Fushi
Copperweld, 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 VCChina in various capacities. Fluent in both English and Chinese,
Mr. Wang holds an MBA in Finance and Corporate Accounting from Simon Business
School of University of Rochester. Mr. Wang was named one of the top ten CFO’s
of 2007 in China by CFO magazine. Mr. Wang currently serves as a
director of General Steel Holdings (NYSE: GSI) and China Integrated Energy, Inc.
(Nasdaq: CBEH).
Ms.
Zhaofang Wang, 54, has been Director of Research and Development at China
National Pulp & Paper Research Institute, a national research and higher
education institution in the PRC, since November 2005. From October
1999 to October 2005, Ms. Wang served as Director of the Department of Urban
Development with the Ministry of Housing and Urban-Rural
Development. Ms. Wang, a certified senior economist, received a
bachelor’s degree in economic management at Beijing University, Guanghua School
of Management.
Effective
October 28, 2009, the Company entered into an appointment letter with Mr.
Bernstein. Pursuant to the agreement, Mr. Bernstein shall receive an
annual salary of $20,000, payable on a monthly basis. Mr. Bernstein
shall also receive 30,000 shares of common stock with piggyback registration
rights subordinate to any investors in any past or present private placement of
securities.
Effective
October 28, 2009, the Company entered into an appointment letter with Mr. Wang.
Pursuant to the agreement, Mr. Wang shall receive an annual salary of $20,000,
payable on a monthly basis. Mr. Wang shall also receive 16,000 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.
Effective
October 28, 2009, the Company entered into an appointment letter with Ms. Wang.
Pursuant to the agreement, Ms. Wang shall receive an annual salary of RMB50,000,
payable on a monthly basis.
Other
than the appointment letters described above, there are no understandings or
arrangements between Mr. Bernstein, Mr. Wang, or Ms. Wang and any other person
pursuant to which Mr. Bernstein, Mr. Wang, or Ms. Wang was appointed as a
director. Neither Mr. Bernstein, Mr. Wang, nor Ms. Wang has any family
relationship with any director, executive officer or person nominated or chosen
by us to become a director or executive officer.
On
October 29, 2009, the Company’s board of directors approved the establishment of
an Audit, Compensation, and Nominating Committee and adopted a Code of
Ethics. A copy of the code of ethics is provided as Exhibit 14.1
hereto. The Company’s Audit Committee now comprises three independent
board members, namely, Drew Bernstein (Chairman), Wenbing Christopher Wang, and
Zhaofang Wang. The Company’s Compensation Committee and Nominating
Committee similarly comprise three independent board members, namely Drew
Bernstein, Wenbing Christopher Wang, and Zhaofang Wang, with Zhaofang Wang
serving as chairwoman of the Compensation Committee and Wenbing Christopher Wang
serving as chairman of the Nominating Committee.
Item
7.01. Regulation
FD Disclosure.
On
October 29, 2009, the Company issued a press release announcing the appointment
of its three new independent directors. A copy of the press release
is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by
reference in its entirety.
In
accordance with General Instruction B.2 of Form 8-K, the information in Item
7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that
section, and shall not be deemed to be incorporated by reference into any of the
Company’s filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before or after the
date hereof and regardless of any general incorporation language in such
filings, except to the extent expressly set forth by specific reference in such
a filing.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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14.1
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Code
of Ethics.
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99.1
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Press
release dated October 29, 2009, issued by Orient Paper,
Inc.
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None
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
October 29, 2009
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ORIENT
PAPER, INC.
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By:
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/s/
Zhenyong Liu
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Zhenyong
Liu
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Chief
Executive Officer
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