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Tengjun Biotechnology Corp. – ‘10-K’ for 12/31/22 – ‘EX-4.1’

On:  Monday, 4/17/23, at 5:30pm ET   ·   For:  12/31/22   ·   Accession #:  1213900-23-30342   ·   File #:  333-169397

Previous ‘10-K’:  ‘10-K’ on 3/31/22 for 12/31/21   ·   Latest ‘10-K’:  This Filing   ·   7 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/17/23  Tengjun Biotechnology Corp.       10-K       12/31/22   71:4.5M                                   EdgarAgents LLC/FA

Annual Report   —   Form 10-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    816K 
 2: EX-4.1      Description of Securities                           HTML     22K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     24K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     24K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     20K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     20K 
12: R1          Document And Entity Information                     HTML     86K 
13: R2          Consolidated Balance Sheets (Audited)               HTML    128K 
14: R3          Consolidated Balance Sheets (Audited)               HTML     38K 
                (Parentheticals)                                                 
15: R4          Consolidated Statements of Operations and           HTML    112K 
                Comprehensive Loss (Audited)                                     
16: R5          Consolidated Statements of Operations and           HTML     29K 
                Comprehensive Loss (Audited) (Parentheticals)                    
17: R6          Consolidated Statements of Changes in Deficit       HTML     62K 
                (Audited)                                                        
18: R7          Consolidated Statements of Cash Flows (Audited)     HTML    105K 
19: R8          Organization and Nature of Business                 HTML     28K 
20: R9          Liquidity                                           HTML     23K 
21: R10         Summary of Significant Accounting Policies          HTML     82K 
22: R11         Inventories, Net                                    HTML     26K 
23: R12         Property, Plant, and Equipment, net                 HTML     28K 
24: R13         Prepaid Taxes                                       HTML     23K 
25: R14         Other Receivable                                    HTML     26K 
26: R15         Short-Term Loan                                     HTML     23K 
27: R16         Accrued Liabilities and Other Payables              HTML     27K 
28: R17         Income Tax                                          HTML     42K 
29: R18         Risks and Contingencies                             HTML     26K 
30: R19         Related Party Transactions and Balances             HTML     34K 
31: R20         Equity                                              HTML     31K 
32: R21         Subsequent Events                                   HTML     25K 
33: R22         Accounting Policies, by Policy (Policies)           HTML    141K 
34: R23         Summary of Significant Accounting Policies          HTML     55K 
                (Tables)                                                         
35: R24         Inventories, Net (Tables)                           HTML     27K 
36: R25         Property, Plant, and Equipment, net (Tables)        HTML     26K 
37: R26         Other Receivable (Tables)                           HTML     25K 
38: R27         Accrued Liabilities and Other Payables (Tables)     HTML     27K 
39: R28         Income Tax (Tables)                                 HTML     39K 
40: R29         Related Party Transactions and Balances (Tables)    HTML     35K 
41: R30         Organization and Nature of Business (Details)       HTML     32K 
42: R31         Liquidity (Details)                                 HTML     29K 
43: R32         Summary of Significant Accounting Policies          HTML     57K 
                (Details)                                                        
44: R33         Summary of Significant Accounting Policies          HTML     35K 
                (Details) - Schedule of straight-line method over                
                the estimated useful lives of the assets                         
45: R34         Summary of Significant Accounting Policies          HTML     30K 
                (Details) - Schedule of one major supplier that                  
                accounted for over 10% of its total purchases                    
46: R35         Summary of Significant Accounting Policies          HTML     24K 
                (Details) - Schedule of exchange rates were used                 
                to translate                                                     
47: R36         Summary of Significant Accounting Policies          HTML     72K 
                (Details) - Schedule of operations by business                   
                segment                                                          
48: R37         Summary of Significant Accounting Policies          HTML     26K 
                (Details) - Schedule of segment assets                           
49: R38         Inventories, Net (Details) - Schedule of            HTML     34K 
                inventories                                                      
50: R39         Property, Plant, and Equipment, net (Details)       HTML     22K 
51: R40         Property, Plant, and Equipment, net (Details) -     HTML     37K 
                Schedule of property, plant, and equipment                       
52: R41         Prepaid Taxes (Details)                             HTML     22K 
53: R42         Other Receivable (Details)                          HTML     22K 
54: R43         Other Receivable (Details) - Schedule of other      HTML     30K 
                receivable                                                       
55: R44         Short-Term Loan (Details)                           HTML     34K 
56: R45         Accrued Liabilities and Other Payables (Details) -  HTML     39K 
                Schedule of accrued liabilities and other payables               
57: R46         Income Tax (Details)                                HTML     42K 
58: R47         Income Tax (Details) - Schedule of income from      HTML     27K 
                operations before income taxes                                   
59: R48         Income Tax (Details) - Schedule of provision for    HTML     41K 
                income tax expense (Benefit)                                     
60: R49         Income Tax (Details) - Schedule of reconciliation   HTML     35K 
                of income tax expense for operations                             
61: R50         Risks and Contingencies (Details)                   HTML     27K 
62: R51         Related Party Transactions and Balances (Details)   HTML     31K 
                - Schedule of related party with whom transaction                
63: R52         Related Party Transactions and Balances (Details)   HTML     30K 
                - Schedule of due from related party                             
64: R53         Related Party Transactions and Balances (Details)   HTML     36K 
                - Schedule of due to related parties                             
65: R54         Equity (Details)                                    HTML     65K 
66: R55         Subsequent Events (Details)                         HTML     32K 
69: XML         IDEA XML File -- Filing Summary                      XML    129K 
67: XML         XBRL Instance -- f10k2022_tengjunbio_htm             XML    698K 
68: EXCEL       IDEA Workbook of Financial Reports                  XLSX    110K 
 8: EX-101.CAL  XBRL Calculations -- tjbh-20221231_cal               XML    110K 
 9: EX-101.DEF  XBRL Definitions -- tjbh-20221231_def                XML    593K 
10: EX-101.LAB  XBRL Labels -- tjbh-20221231_lab                     XML   1.14M 
11: EX-101.PRE  XBRL Presentations -- tjbh-20221231_pre              XML    601K 
 7: EX-101.SCH  XBRL Schema -- tjbh-20221231                         XSD    196K 
70: JSON        XBRL Instance as JSON Data -- MetaLinks              341±   491K 
71: ZIP         XBRL Zipped Folder -- 0001213900-23-030342-xbrl      Zip    275K 


‘EX-4.1’   —   Description of Securities


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 4.1 

 

DESCRIPTION OF SECURITIES

 

General

 

The total number of shares that the corporation has authority to issue is 205,000,000 shares, consisting of 200,000,000 shares of common stock, $0.001 par value per share (the “Common Stock”) and 5,000,000 shares of preferred stock, $0.001 par value per share (the “Preferred Stock”).

 

Common Stock

 

As of March 31, 2023, there were approximately 167 holders of our Common Stock and 99,309,169 shares of Common Stock were issued and outstanding.

 

Preferred Stock

 

As of December 31, 2022, no shares of preferred stock were issued and outstanding.

 

Potential Effects of Authorized but Unissued Stock

 

Our shares of unissued Common Stock are available for future issuance without stockholder approval, subject to certain protections afforded to our preferred stock pursuant to our certificate of incorporation, as amended and restated. We may utilize these additional shares for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions, payment as a dividend on the capital stock or as equity compensation to our service providers under our equity compensation plans.

 

The existence of unissued and unreserved Common Stock may enable our board of directors to issue shares to persons friendly to current management thereby protecting the continuity of our management.

 

Also, if we issue additional shares of our authorized, but unissued, Common Stock, these issuances will dilute the voting power and distribution rights of our existing Common Stockholders.

 

Requirements for Advance Notification of Stockholder Nominations and Proposals

 

Our bylaws establish advance notice procedures with respect to stockholder proposals and nomination of candidates for election as directors.

 

Anti-Takeover Provisions

 

Certain provisions of Nevada law, our amended and restated certificate of incorporation and our amended and restated bylaws, which will become effective immediately prior to the completion of this offering, which are summarized below, may have the effect of delaying, deferring or discouraging another person from acquiring control of us. They are also designed, in part, to encourage persons seeking to acquire control of us to negotiate first with our board of directors. We believe that the benefits of increased protection of our potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire us because negotiation of these proposals could result in an improvement of their terms.

 

Transfer Agent and Registrar

 

The transfer agent and registrar for our securities is Transhare Corporation.

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:4/17/23
3/31/23NT 10-K
For Period end:12/31/22NT 10-K
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/15/24  SEC                               UPLOAD3/15/24    2:40K  Tengjun Biotechnology Corp.
 1/25/24  SEC                               UPLOAD3/15/24    2:41K  Tengjun Biotechnology Corp.
 7/21/23  SEC                               UPLOAD3/15/24    2:56K  Tengjun Biotechnology Corp.


4 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/23/21  Tengjun Biotechnology Corp.       8-K:1,2,3,512/23/21   15:1.5M                                   EdgarAgents LLC/FA
12/12/19  Tengjun Biotechnology Corp.       8-K:5,8,9  12/09/19    2:1.1M                                   EdgarAgents LLC/FA
 4/14/15  Tengjun Biotechnology Corp.       10-K       12/31/14   42:1.9M                                   EdgarAgents LLC/FA
10/12/10  Tengjun Biotechnology Corp.       S-1/A¶                 6:2.2M
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