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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 |
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
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.
This ‘10-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/17/23 | |||
3/31/23 | NT 10-K | |||
For Period end: | 12/31/22 | NT 10-K | ||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 SEC UPLOAD¶ 3/15/24 2:40K Tengjun Biotechnology Corp. 1/25/24 SEC UPLOAD¶ 3/15/24 2:41K Tengjun Biotechnology Corp. 7/21/23 SEC UPLOAD¶ 3/15/24 2:56K Tengjun Biotechnology Corp. |
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 |