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United States securities and exchange commission logo
January 17, 2023
Zhenyong Liu
Chief Executive Officer
IT TECH PACKAGING, INC.
Science Park, Juli Road
Xushui District, Baoding City
Hebei Province, The People’s Republic of China 072550
Re:IT TECH PACKAGING, INC.
Registration Statement on Form S-3
Filed December 22, 2022
File No. 333-268944
Dear Zhenyong Liu:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-3
Cover Page
1.Clearly disclose how you will refer to the holding company, subsidiaries, and VIEs when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting the
business operations. Refrain from using terms such as “we” or “our” when describing
activities or functions of a VIE. For example, disclose, if true, that your subsidiaries
and/or the VIE conduct operations in China, that the VIE is consolidated for accounting
purposes but is not an entity in which you own equity, and that the holding company does
not conduct operations. Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.

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 Comapany NameIT TECH PACKAGING, INC.
 January 17, 2023 Page 2
 FirstName LastNameZhenyong Liu
IT TECH PACKAGING, INC.
January 17, 2023
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2.Provide prominent disclosure about the legal and operational risks associated with being
based in or having the majority of the company’s operations in China. Your disclosure
should make clear whether these risks could result in a material change in your operations
and/or the value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your disclosure
should address how recent statements and regulatory actions by China’s government, such
as those related to the use of variable interest entities and data security or anti-monopoly
concerns, have or may impact the company’s ability to conduct its business, accept
foreign investments, or list on a U.S. or other foreign exchange. Please disclose whether
and how the Holding Foreign Companies Accountable Act and related regulations will
affect your company. Your prospectus summary should address, but not necessarily be
limited to, the risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
3.Disclose clearly that the company uses a structure that involves a VIE based in China and
what that entails, and provide early in the summary a diagram of the company’s corporate
structure, identifying the person or entity that owns the equity in each depicted entity.
Describe all contracts and arrangements through which you claim to have economic rights
and exercise control that results in consolidation of the VIE’s operations and financial
results into your financial statements. Identify clearly the entity in which investors are
purchasing their interest and the entity(ies) in which the company’s operations are
conducted. Describe the relevant contractual agreements between the entities and how this
type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements. Disclose the uncertainties regarding the status of the rights of the Nevada
holding company with respect to its contractual arrangements with the VIE, its founders
and owners, and the challenges the company may face enforcing these contractual
agreements due to legal uncertainties and jurisdictional limits.
General
4.Your registration statement indicates you are offering debt securities, but no debt
securities are included in your fee table.  Please revise or advise.
5.Please tell us the meaning of the repeated use of "if any" in your exhibit index.  It is
unclear, for example, why you say "if any" indenture will be filed, given that an indenture
is required to be qualified in connection with the offering of debt securities.
6.Please provide us with responses to prior comments 19 and 20 in our letter to you dated
December 21, 2021.
            We remind you that the company and its management are responsible for the accuracy

 FirstName LastNameZhenyong Liu
 Comapany NameIT TECH PACKAGING, INC.
 January 17, 2023 Page 3
 FirstName LastName
Zhenyong Liu
IT TECH PACKAGING, INC.
January 17, 2023
Page 3
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Evan Ewing at 202-551-5920 or Geoffrey Kruczek at 202-551-3641 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Giovanni Caruso