Orient Paper Inc. (Form: 8-K, Received: 12/10/2009 11:56:59)

UNITED STATES

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): November 25, 2009

ORIENT PAPER, INC.

(Exact Name of Registrant as Specified in Charter)

Nevada	000-52639	20-4158835
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

Nansan Gongli, Nanhuan Road

Xushui County, Baoding City

Hebei Province, The People’s Republic of China 072550

(Address of Principal Executive Offices)

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 1.01.

Entry into a Material Definitive Agreement.

Item 2.01

Completion of Acquisition or Disposition of Assets.

On November 25, 2009, Baoding Shengde Paper Co., Ltd. (“Shengde”), a wholly-owned subsidiary of Orient Paper, Inc., a Nevada corporation (the “Company”), entered into an asset purchase agreement with Hebei Shuangxing Paper Co., Ltd. (“Hebei Shuangxing”) to acquire all of Hebei Shuangxing’s assets, including two coating production lines of digital photo paper, for a purchase price of RMB 93 million (approximately $13.6 million). Of the RMB 93 million, RMB 30 million was paid on behalf of Shengde by Hebei Baoding Orient Paper Milling Company Limited, the operating entity Shengde controls, and the remaining RMB 63 million shall be paid by Shengde by December 31, 2009. A copy of the asset purchase agreement is being filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference in its entirety.

Item 7.01.

Regulation FD Disclosure.

On December 8, 2009, the Company issued a press release announcing the acquisition described in Items 1.01 and 2.01 above. 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.

	10.1	Asset Purchase Agreement, dated November 25, 2009, by and between Baoding Shengde Paper Co., Ltd. and Hebei Shuangxing Paper Co., Ltd. (translated).
	99.1	Press release dated December 8, 2009, issued by Orient Paper, Inc.

SIGNATURES

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.

	Date: December 10, 2009

	ORIENT PAPER, INC.

	By:	/s/ Zhenyong Liu
		Zhenyong Liu
		Chief Executive Officer

Exhibit 10.1

Baoding Shengde Paper Co., Ltd.
and
Hebei Shuangxing Paper Co., Ltd.
Asset Purchase Agreement
[Unofficial Translation]

This Asset Purchase Agreement (the “Agreement”) was executed on November 25, 2009, in Baoding, Hebei province, by and between Baoding Shengde Paper Co., Ltd. (“Shengde”) and Hebei Shuangxing Paper Co., Ltd.(“Shuangxing”). Shengde and Shuangxing agree on the following terms:

Assets

Shengde shall purchase all of Shuangxing’s assets (the “Assets”), including machineries and office equipments.

List of machineries: shall refer to the Assets Appraisal List in Assets Appraisal Report (the “Report”) appendix 7 issued by Baoding Chengxin Assets Appraisal Ltd. (Chengxin), including two 155 digital photo paper coating lines (the “Lines”); and

ii.

List of office equipments.

Ownership of the above-mentioned items by Shuangxing is transferred to Shengde upon execution of this Agreement.

Purchase Price. Purchase price of machineries is based on the Report issued by Chengxin, where the machinery appraisal price is 103,645,426RMB. Shengde and Shuangxing hereby agree that the purchase price for the machineries shall be 93,000,000RMB. Purchase price for office equipments shall be negotiated outside of this Agreement.

Shuangxing shall terminate its contract with Hebei Baoding Orient Paper Milling Company Limited (“Dongfang”) dated October 1, 2009 upon execution of this agreement. Shuangxing’s shareholders shall not be held liable for any and all of Shuangxing’s debt.

Delivery of Machineries . The Lines must be able to operate on a regular basis. Delivery of the Lines is completed after satisfactory testing by Shengde’s mechanics.

Payment . Dongfang has paid Shuangxing 30,000,000RMB on behalf of Shengde. Shengde shall pay the rest of purchase price by December 31, 2009.

Payment Information .
Account name: Hebei Shuangxing Paper Co., Ltd.
Bank: China Construction Bank- Xushui Branch
Account #: 1300 1667 4080 5000 0233

Liabilities

In the case that Shuangxing fails to transfer part or all of the Assets, or that Shuangxing does not finish transferring the assets certificates in the agreed time,

Shuangxing shall pay 10% of the purchase price to Shengde as liquidated damages.

In the case that Shengde fails to pay part or all of the purchase price in the agreed time, Shengde shall shall pay 10% of the purchase price to Shuangxing as damages.

Disputes. Shengde and Shuangxing shall negotiate about any dispute arising from this Agreement. If Shengde and Shuangxing are not able to reach agreement on the disputes, they shall resort to the court.

Effectiveness. This Agreement is executed and becomes effective when signatures and seals are made by both Shengde and Shuangxing. The two copies, one of which held by Shengde, the other held by Shuangxing, are equally authentic.

10.

Miscellaneous. This Agreement may be supplemented or changed in the form of Contract Supplement. Contract Supplements shall be equally authentic as this Agreement.

Baoding Shengde Paper Co., Ltd.
/s/ Zhenyong Liu
November 25, 2009

Hebei Shuangxing Paper Co., Ltd.
/s/ Junling Zhao
/s/Jianmin Li
/s/ Jinmei Huo
November 25, 2009

Hebei Baoding Orient Paper Milling Company Limited
/s/ Zhenyong Liu
November 25, 2009

Exhibit 99.1

CCG Investor Relations

Mr. Crocker Coulson, President

Phone: +1-646-213-1915 (New York)

Email: crocker.coulson@ccgir.com

Website: www.ccgirasia.com

Orient Paper, Inc.

Winston Yen, CFO

Phone: +1-562-818-3817 (Los Angeles)

Email: info@orientalpapercorporation.com

For Immediate Release

Orient Paper, Inc Acquires Digital Photo Paper Plant Assets

BAODING, Hebei, China – December 8, 2009, Orient Paper, Inc. (OTC Bulletin Board: ORPN) (“Orient Paper” or the “Company”), which controls and operates Hebei Baoding Orient Paper Milling Co., Ltd. (“HBOP”), a leading manufacturer and distributor of diversified paper products in Hebei, China, today announced the acquisition of digital photo paper plant assets.

The Company entered into an asset purchase agreement on November 25, 2009 to gain ownership of all assets owned by Hebei Shuangxing Paper Co., Ltd., including two coating production lines of digital photo paper. The purchase price for the production lines is RMB 93 million (approximately $13.6 million). The Company plans to commence operations using the newly acquired equipment in the first quarter of 2010, following completion of maintenance and integration. Orient Paper expects the digital photo paper segment to generate high gross profit margin and substantial net income for fiscal year 2010. The Company intends to fund the acquisition with the proceeds of its recent financing and cash from operations.

“We are pleased to announce our entry into the digital photo paper market. The digital photo paper segment is a high end and profitable market that presents attractive growth potential,” said Mr. Zhenyong Liu, chairman and CEO of Orient Paper. “We believe the digital photo paper segment will significantly contribute to our revenue and net income growth in fiscal 2010. We maintain a positive growth outlook as we expand our operations and product offering with continued focus on quality and efficiency.”

About Orient Paper, Inc.

Orient Paper, Inc., through its wholly owned subsidiaries, Shengde Holdings, Inc. and Baoding Shengde Paper Co., Ltd., controls and operates Hebei Baoding Orient Paper Milling Co., Ltd ("HBOP"). Founded in 1996, HBOP is engaged in the production and distribution of products such as corrugating medium paper, offset printing paper, writing paper, and other paper and packaging-related products in China. The Company uses recycled paper as its primary raw

material. As one of the largest paper producers in Hebei Province, China, the Company is strategically located in Baoding, a city in close proximity to Beijing where the majority of publishing houses are based. Orient Paper is led by an experienced management team committed to diversifying the Company's product offering and delivering tailored services to its customers. For more information, please visit http://www.orientalpapercorporation.com .

Safe Harbor Statement

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements, including but not limited to, the ability of the company to finalize the asset purchase agreement and generate revenue and net income projected by management; the actions and initiatives of current and potential competitors; the Company’s ability to introduce new products; market acceptance of new products; general economic and business conditions; the ability to attract or retain qualified senior management personnel and research and development staff; and other risks detailed in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations, assumptions, estimates and projections about the companies and the industry. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or to changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that its expectations will turn out to be correct, and investors are cautioned that actual results may differ materially from the anticipated results.

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