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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/25/23 TDH Holdings, Inc. 20-F 12/31/22 102:9M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report HTML 1.79M
2: EX-2.1 Description of Registrant's Securities HTML 38K
3: EX-10.1 Employment Agreement Between the Registrant and HTML 46K
Its CEO
6: EX-13.1 Annual or Quarterly Report to Security Holders HTML 28K
7: EX-21.1 List of Subsidiaries of the Registrant HTML 29K
8: EX-99.4 Press Release Dated April 20, 2023 HTML 240K
4: EX-12.1 Statement re: the Computation of Ratios HTML 32K
5: EX-12.2 Statement re: the Computation of Ratios HTML 32K
14: R1 Document And Entity Information HTML 101K
15: R2 Consolidated Balance Sheets HTML 177K
16: R3 Consolidated Balance Sheets (Parentheticals) HTML 37K
17: R4 Consolidated Statements of Operations and HTML 172K
Comprehensive Income (Loss)
18: R5 Consolidated Statements of Changes in HTML 81K
Stockholders' Equity (Deficit)
19: R6 Consolidated Statements of Cash Flows HTML 212K
20: R7 Organization HTML 38K
21: R8 Summary of Significant Accounting Policies HTML 93K
22: R9 Business Combination HTML 40K
23: R10 Discontinued Operation HTML 63K
24: R11 Accounts Receivable, Net and Accounts HTML 37K
Receivable-Related Parties, Net
25: R12 Inventories HTML 34K
26: R13 Property, Plant and Equipment, Net HTML 37K
27: R14 Intangible assets HTML 35K
28: R15 Other Current Liabilities HTML 33K
29: R16 Related Party Transactions HTML 53K
30: R17 Income Taxes HTML 52K
31: R18 Stockholders' Equity HTML 52K
32: R19 Concentrations of Credit Risk and Major Customers HTML 42K
33: R20 Segment and Revenue Analysis HTML 69K
34: R21 Operating Leases HTML 47K
35: R22 Commitments and Contingencies HTML 41K
36: R23 Long-Term Investments HTML 31K
37: R24 Disposal of Subsidiaries HTML 31K
38: R25 Subsequent Events HTML 30K
39: R26 Accounting Policies, by Policy (Policies) HTML 168K
40: R27 Summary of Significant Accounting Policies HTML 45K
(Tables)
41: R28 Business Combination (Tables) HTML 38K
42: R29 Discontinued Operation (Tables) HTML 54K
43: R30 Accounts Receivable, Net and Accounts HTML 39K
Receivable-Related Parties, Net (Tables)
44: R31 Inventories (Tables) HTML 34K
45: R32 Property, Plant and Equipment, Net (Tables) HTML 35K
46: R33 Intangible assets (Tables) HTML 37K
47: R34 Other Current Liabilities (Tables) HTML 31K
48: R35 Related Party Transactions (Tables) HTML 50K
49: R36 Income Taxes (Tables) HTML 44K
50: R37 Stockholders' Equity (Tables) HTML 36K
51: R38 Concentrations of Credit Risk and Major Customers HTML 44K
(Tables)
52: R39 Segment and Revenue Analysis (Tables) HTML 64K
53: R40 Operating Leases (Tables) HTML 50K
54: R41 Organization (Details) HTML 53K
55: R42 Summary of Significant Accounting Policies HTML 92K
(Details)
56: R43 Summary of Significant Accounting Policies HTML 38K
(Details) - Schedule of exchange rates used to
translate amounts in USD
57: R44 Summary of Significant Accounting Policies HTML 54K
(Details) - Schedule of property and equipment
estimated useful lives
58: R45 Summary of Significant Accounting Policies HTML 37K
(Details) - Schedule of assets measured at fair
value
59: R46 Business Combination (Details) HTML 46K
60: R47 Business Combination (Details) - Schedule of HTML 57K
purchase price allocation to assets acquired and
liabilities
61: R48 Business Combination (Details) - Schedule of HTML 31K
revenue and net loss
62: R49 Discontinued Operation (Details) HTML 80K
63: R50 Discontinued Operation (Details) - Schedule of HTML 46K
discontinued operations
64: R51 Discontinued Operation (Details) - Schedule of HTML 82K
assets and liabilities of the discontinued
operations
65: R52 Accounts Receivable, Net and Accounts HTML 35K
Receivable-Related Parties, Net (Details) -
Schedule of accounts receivable, net
66: R53 Accounts Receivable, Net and Accounts HTML 38K
Receivable-Related Parties, Net (Details) -
Schedule of allowance for credit losses
67: R54 Inventories (Details) HTML 29K
68: R55 Inventories (Details) - Schedule of inventories HTML 41K
69: R56 Property, Plant and Equipment, Net (Details) HTML 34K
70: R57 Property, Plant and Equipment, Net (Details) - HTML 57K
Schedule of property, plant and equipment
71: R58 Intangible assets (Details) HTML 31K
72: R59 Intangible assets (Details) - Schedule of HTML 35K
intangible assets
73: R60 Intangible assets (Details) - Schedule of HTML 43K
estimated future amortization expense
74: R61 Other Current Liabilities (Details) - Schedule of HTML 32K
other current liabilities
75: R62 Related Party Transactions (Details) HTML 92K
76: R63 Related Party Transactions (Details) - Schedule of HTML 73K
related parties
77: R64 Related Party Transactions (Details) - Schedule of HTML 37K
due to related parties
78: R65 Related Party Transactions (Details) - Schedule of HTML 32K
short term loans from related parties
79: R66 Related Party Transactions (Details) - Schedule of HTML 35K
accounts payable to related parties
80: R67 Income Taxes (Details) HTML 63K
81: R68 Income Taxes (Details) - Schedule of HTML 49K
reconciliations of the statutory income tax rate
and the company's effective income tax rate
82: R69 Income Taxes (Details) - Schedule of deferred tax HTML 42K
assets and liabilities
83: R70 Stockholders' Equity (Details) HTML 108K
84: R71 Stockholders' Equity (Details) - Schedule of HTML 59K
investor warrants activities
85: R72 Concentrations of Credit Risk and Major Customers HTML 49K
(Details)
86: R73 Concentrations of Credit Risk and Major Customers HTML 37K
(Details) - Schedule of customers and suppliers
87: R74 Concentrations of Credit Risk and Major Customers HTML 51K
(Details) - Schedule of customers and suppliers
88: R75 Segment and Revenue Analysis (Details) HTML 32K
89: R76 Segment and Revenue Analysis (Details) - Schedule HTML 64K
of entity-wide disclosures relating to revenues
90: R77 Segment and Revenue Analysis (Details) - Schedule HTML 82K
of net revenues generated from different
reportable segment
91: R78 Operating Leases (Details) HTML 45K
92: R79 Operating Leases (Details) - Schedule of HTML 35K
components of lease expense
93: R80 Operating Leases (Details) - Schedule of HTML 35K
supplemental cash flow information related to
leases
94: R81 Operating Leases (Details) - Schedule of HTML 39K
supplemental balance sheet information related to
leases
95: R82 Operating Leases (Details) - Schedule of maturity HTML 42K
of our operating lease liabilities
96: R83 Commitments and Contingencies (Details) HTML 52K
97: R84 Long-Term Investments (Details) HTML 46K
100: XML IDEA XML File -- Filing Summary XML 195K
98: XML XBRL Instance -- f20f2022_tdhholdings_htm XML 1.65M
99: EXCEL IDEA Workbook of Financial Reports XLSX 198K
10: EX-101.CAL XBRL Calculations -- petz-20221231_cal XML 172K
11: EX-101.DEF XBRL Definitions -- petz-20221231_def XML 1.04M
12: EX-101.LAB XBRL Labels -- petz-20221231_lab XML 2.09M
13: EX-101.PRE XBRL Presentations -- petz-20221231_pre XML 1.03M
9: EX-101.SCH XBRL Schema -- petz-20221231 XSD 329K
101: JSON XBRL Instance as JSON Data -- MetaLinks 535± 784K
102: ZIP XBRL Zipped Folder -- 0001213900-23-032571-xbrl Zip 635K
Exhibit 2.1
DESCRIPTION OF SECURITIES
DESCRIPTION OF CAPITAL STOCK
The following summary of the terms of our Common Shares may not be complete and is subject to, and qualified in its entirety by reference to, the terms and provisions of our amended memorandum and articles of association. You should refer to, and read this summary together with, our amended memorandum and articles of association to review all of the terms of our Common Shares that may be important to you.
Overview
We were incorporated as a BVI business company under the BVI Business Companies Act, 2004 as amended, in the BVI on September 30, 2015 under the name “TDH HOLDINGS, INC.” We are authorized to issue a maximum of 50,000,000 Common Shares, of US$0.02 par value each. This takes into account the 1-for-20 reverse stock split of our Common Shares that was effectuated on June 14, 2022 (the “Reverse Stock Split”). As of the date hereof, there are 10,323,268 shares of Common Shares issued and outstanding. This takes into account the Reverse Stock Split.
In connection with the Reverse Stock Split, the Company filed an amendment to its memorandum and articles of association, with the Financial Services Commission of the British Virgin Islands on June 7, 2022 to reduce the authorized number of shares of the Company’s Common Shares from 1,000,000,000 shares to 50,000,000 shares, the reduction at the same ratio as its reduction in the issued and outstanding shares of Common Shares, and to increase the par value per share from $0.001 to $0.02. The Board of Directors of the Company approved the Reverse Stock Split on May 26, 2022. No stockholders’ approval of the reverse stock split is required pursuant to BVI law.
Common Shares
General
All of our issued Common Shares are fully paid and non-assessable. Certificates representing the Common Shares are issued in registered form. Our shareholders who are non-residents of the British Virgin Islands may freely hold and vote their Common Shares.
Listing
Our Common Shares are listed on The NASDAQ Capital Market under the symbol “PETZ.”
Transfer Agent and Registrar
The transfer agent and registrar for the Common Shares is VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598.
Distributions
The holders of our Common Shares are entitled to such dividends as may be declared by our board of directors subject to the BVI Act.
General meetings of shareholders
Any director of the Company may convene meetings of the Shareholders at such times and in such manner and places within or outside the British Virgin Islands as the director considers necessary or desirable.
Upon the written request of Shareholders entitled to exercise 30 percent or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of Shareholders.
The director convening a meeting shall give not less than 7 days’ notice of a meeting of Shareholders to: (a) those Shareholders whose names on the date the notice is given appear as Shareholders in the register of members and are entitled to vote at the meeting; and (b) the other directors.
Quorum of a meeting of shareholders
A meeting of Shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than one-third (1/3) of the votes of the Common Shares entitled to vote on Resolutions of Shareholders to be considered at the meeting. A quorum may comprise a single Shareholder or proxy and then such person may pass a Resolution of Shareholders and a certificate signed by such person accompanied where such person be a proxy by a copy of the proxy instrument shall constitute a valid Resolution of Shareholders.
Voting rights
Any action required or permitted to be taken by the shareholders must be effected at a duly called meeting of the shareholders entitled to vote on such action or may be effected by a resolution in writing. At each meeting of shareholders, each shareholder who is present in person or by proxy (or, in the case of a shareholder other than an individual, by its duly authorized representative) will have one vote for each common share that such shareholder holds.
Variation of rights
If at any time the Common Shares are divided into different classes, the rights attached to any class may only be varied, whether or not the Company is in liquidation, with the consent in writing of or by a resolution passed at a meeting by the holders of not less than 50 percent of the issued Common Shares in that class.
Rights not varied by the issue of shares pari passu
The rights conferred upon the holders of the Shares of any class shall not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to be varied by the creation or issue of further Common Shares ranking pari passu therewith.
Liquidation
If we are wound up and the assets available for distribution among our shareholders are more than sufficient to repay all amounts paid to us on account of the issue of shares immediately prior to the winding up, the excess shall be distributable pari passu among those shareholders in proportion to the amount paid up immediately prior to the winding up on the shares held by them, respectively. If we are wound up and the assets available for distribution among the shareholders as such are insufficient to repay the whole of the amounts paid to us on account of the issue of shares, those assets shall be distributed so that, to the greatest extent possible, the losses shall be borne by the shareholders in proportion to the amounts paid up immediately prior to the winding up on the shares held by them, respectively. If we are wound up, the liquidator appointed by us may, in accordance with the BVI Act, divide among our shareholders in specie or kind the whole or any part of our assets (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided and may determine how such division shall be carried out as between the shareholders or different classes of shareholders.
Calls on common shares and forfeiture of Common Shares
Our board of directors may, on the terms established at the time of the issuance of such shares or as otherwise agreed, make calls upon shareholders for any amounts unpaid on their Common Shares in a notice served to such shareholders at least 14 days prior to the specified time of payment. The Common Shares that have been called upon and remain unpaid are subject to forfeiture.
2
Redemption of Common Shares
Subject to the provisions of the BVI Act, we may issue shares on terms that are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by our memorandum and articles of association and subject to any applicable requirements imposed from time to time by, the BVI Act, the SEC, the NASDAQ Capital Market, or by any recognized stock exchange on which our securities are listed.
DESCRIPTION OF WARRANTS
Warrants
Overview
As of December 31, 2022, there were 4,000,000 warrants outstanding to purchase our Common Shares (the “Warrants”) that were issued to investors on July 26, 2022, pursuant to private placement offering. The Warrants allow for the investors to purchase up to 4,000,000 shares of our Common Shares.
The following is a summary of certain terms and provisions of the Warrants.
Exercisability
The Warrants became exercisable immediately upon issuance for a period of two (2) years. The Warrants are exercisable, at the option of each holder, in whole, or in part, by delivering to us a duly executed exercise notice accompanied by payment in full for the number of shares of our Common Shares purchased upon such exercise. Each Warrant is exercisable for one share of our Common Shares (subject to adjustment, as discussed below). The Warrants also have a cashless exercise feature
Exercise Price
The exercise price of the Common Stock purchasable upon exercise of the Warrants is $2.44 per share. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants is subject to appropriate adjustment in relation to certain events, such as dividends, splits, subdivisions, reclassifications, reorganization, consolidation or similar events affecting our Common Shares.
Rights as Stockholder
The holders of the Warrants do not have the rights or privileges of holders of our Common Shares, including any voting rights, until they exercise their Warrants.
Fractional Shares
No fractional shares of Common Shares will be issued upon the exercise of the Warrants. Rather, the Company shall, round down the number of shares of Common Shares to be issued to the nearest whole number.
Transferability
Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.
Governing Law
The Warrants are governed by New York law.
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/25/23 | |||
| For Period end: | 12/31/22 | |||
| 7/26/22 | 6-K | |||
| 6/14/22 | 6-K | |||
| 6/7/22 | ||||
| 5/26/22 | ||||
| 9/30/15 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/29/24 TDH Holdings, Inc. 20-F 12/31/23 97:8M EdgarAgents LLC/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/26/22 TDH Holdings, Inc. 6-K 7/26/22 3:129K EdgarAgents LLC/FA 6/14/22 TDH Holdings, Inc. 6-K 6/14/22 3:574K EdgarAgents LLC/FA 4/29/22 TDH Holdings, Inc. 20-F 12/31/21 113:9.4M EdgarAgents LLC/FA |