IT Tech Packaging : ITP-Proxy Card-2021.pdf

FORM OF PROXY CARD

IT TECH PACKAGING, INC.

PROXY FOR THE 2021 ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on November 12, 2021: The Proxy Statement and Annual Report to Stockholders are available at www.itpackaging.cn.

The undersigned hereby appoints Zhenyong Liu with full power of substitution, as proxy of the undersigned to attend the Annual Meeting of Stockholders (the "Annual Meeting") of IT Tech Packaging, Inc. (the "Company"), to be held on November 12, 2021 at 10 a.m. local time (November 11, 2021 at 9 p.m. ET), at Wei County Production Base, IT Tech Packaging Inc., Industrial Park, Wei County, Hebei Province, China 054700, and any postponement or adjournment thereof, and to vote as if the undersigned were then and there personally present on all matters set forth in the Notice of Annual Meeting, dated September 21, 2021 (the "Notice"), a copy of which has been received by the undersigned, as follows:

1. THE ELECTION OF TWO DIRECTORS IN CLASS I TO SERVE ON THE BOARD OF DIRECTORS OF THE COMPANY, WITH SUCH CLASS I DIRECTORS TO SERVE UNTIL THE 2023 ANNUAL MEETING OF STOCKHOLDERS AND UNTIL THEIR RESPECTIVE SUCCESSORS HAVE BEEN DULY ELECTED AND QUALIFIED OR UNTIL HIS EARLIER RESIGNATION, REMOVAL OR DEATH. (Check one)
   FOR all nominees listed below (except as indicated). ☐ WITHHOLD AUTHORITY to vote for all nominees listed below. ☐
   If you wish to withhold your vote for any individual nominee, strike a line through that nominee's name set forth below:
   Marco Ku Hon Wai Wenbing Christopher Wang
2. THE RATIFICATION OF APPOINTMENT OF WWC, P. C. CERTIFIED ACCOUNTANTS AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021. (Check one)
   FOR the proposal. ☐ AGAINST the proposal. ☐
   ABSTAIN AUTHORITY to vote for the proposal. ☐
3. THE APPROVAL OF THE IT TECH PACKAGING, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN, PURSUANT TO WHICH THE COMPANY MAY ISSUE UP TO AN AGGREGATE OF 1,500,000 SHARES OF COMMON STOCK TO DIRECTORS, OFFICERS, EMPLOYEES AND/OR CONSULTANTS OF THE COMPANY AND ITS SUBSIDIARIES.
   FOR the proposal. ☐ AGAINST the proposal.☐
   ABSTAIN AUTHORITY to vote for the proposal. ☐

NOTE: IN HIS DISCRETION, THE PROXY HOLDER IS AUTHORIZED TO VOTE UPON SUCH OTHER MATTER OR MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND ANY ADJOURNMENT(S) THEREOF.

THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE SPECIFIC INDICATION ABOVE. IN THE ABSENCE OF SUCH INDICATION, THIS PROXY WILL BE VOTED FOR ALL OF THE BOARD'S NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS, FOR THE RATIFICATION OF THE APPOINTMENT OF WWC, P.C. CERTIFIED ACCOUNTANTS AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021, FOR THE APPROVAL OF THE IT TECH PACKAGING, INC. 2021 OMNIBUS EQUITY INCENTIVE PLAN AND,, AND ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENT THEREOF.

Dated:_______________________________

Signature of Stockholder

PLEASE PRINT NAME

Certificate Number(s)

Total Number of Shares Owned

Sign exactly as your name(s) appears on your stock certificate(s). A corporation is requested to sign its name by its President or other authorized officer, with the office held designated. Executors, administrators, trustees, etc., are requested to so indicate when signing. If a stock certificate is registered in two names or held as joint tenants or as community property, both interested persons should sign.

PLEASE COMPLETE THE FOLLOWING:

I plan to attend the Annual Meeting (Circle one): Yes No

Number of attendees: ____________

PLEASE NOTE:

STOCKHOLDER SHOULD SIGN THE PROXY PROMPTLY AND RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE TO ENSURE THAT IT IS RECEIVED BEFORE THE ANNUAL MEETING. PLEASE INDICATE ANY ADDRESS OR TELEPHONE NUMBER CHANGES IN THE SPACE BELOW.

PLEASE RETURN THIS PROXY CARD TO:

Empire Stock Transfer, Inc.

1859 Whitney Mesa Drive

Henderson, NV 89014