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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/24 Tancheng Group Co., Ltd. 10-K 12/31/23 61:3.6M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Form 10-K for 12-31-23 HTML 745K
2: EX-4.1 Description of Securities Registered Pursuant to HTML 27K
Section 12 of the Exchange Act
3: EX-31.1 Certification -- §302 - SOA'02 HTML 20K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 20K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 18K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 18K
12: R1 Cover HTML 87K
13: R2 Consolidated Balance Sheets HTML 108K
14: R3 Consolidated Balance Sheets (Parenthetical) HTML 27K
15: R4 Consolidated Statements of Operations and HTML 80K
Comprehensive Loss
16: R5 Consolidated Statements of Operations and HTML 35K
Comprehensive Loss (Parenthetical)
17: R6 Consolidated Statements of Changes in Equity HTML 45K
18: R7 Consolidated Statements of Cash Flows HTML 80K
19: R8 Pay vs Performance Disclosure HTML 30K
20: R9 Insider Trading Arrangements HTML 24K
21: R10 Description of Business HTML 25K
22: R11 Summary of Significant Accounting Policies HTML 67K
23: R12 Inventories HTML 23K
24: R13 Advance to Suppliers HTML 20K
25: R14 Advance From Customers HTML 20K
26: R15 Motor Vehicle HTML 22K
27: R16 Income Taxes HTML 38K
28: R17 Related Parties Transactions HTML 57K
29: R18 Equity HTML 27K
30: R19 Additional Paid in Capital HTML 21K
31: R20 Reserves HTML 21K
32: R21 Commitments and Contingencies HTML 22K
33: R22 Subsequent Events HTML 21K
34: R23 Summary of Significant Accounting Policies HTML 97K
(Policies)
35: R24 Summary of Significant Accounting Policies HTML 39K
(Tables)
36: R25 Inventories (Tables) HTML 23K
37: R26 Income Taxes (Tables) HTML 27K
38: R27 Related Parties Transactions (Tables) HTML 55K
39: R28 Summary of Significant Accounting Policies HTML 24K
(Details - Exchange Rates)
40: R29 Summary of Significant Accounting Policies HTML 30K
(Details - Concentration of Risk)
41: R30 Summary of Significant Accounting Policies HTML 26K
(Details - suppliers)
42: R31 Summary of Significant Accounting Policies HTML 57K
(Details Narrative)
43: R32 Inventories (Details) HTML 20K
44: R33 Inventories (Details Narrative) HTML 19K
45: R34 Motor Vehicle (Details Narrative) HTML 32K
46: R35 Income Taxes (Details) HTML 36K
47: R36 Income Taxes (Details Narrative) HTML 32K
48: R37 Related Parties Transactions (Details - Related HTML 31K
party relationships)
49: R38 Related Parties Transactions (Details - Due from HTML 35K
related parties)
50: R39 Related Parties Transactions (Details - Due to HTML 48K
related parties)
51: R40 Related Parties Transactions (Details - Nature of HTML 22K
transaction)
52: R41 Related Parties Transactions (Details Narrative) HTML 24K
53: R42 Equity (Details Narrative) HTML 29K
54: R43 Additional Paid in Capital (Details Narrative) HTML 24K
55: R44 Reserves (Details Narrative) HTML 19K
56: R45 Commitments and Contingencies (Details Narrative) HTML 19K
58: XML IDEA XML File -- Filing Summary XML 104K
61: XML XBRL Instance -- tancheng_i10k-123123_htm XML 509K
57: EXCEL IDEA Workbook of Financial Report Info XLSX 81K
8: EX-101.CAL XBRL Calculations -- qsjc-20231231_cal XML 111K
9: EX-101.DEF XBRL Definitions -- qsjc-20231231_def XML 230K
10: EX-101.LAB XBRL Labels -- qsjc-20231231_lab XML 600K
11: EX-101.PRE XBRL Presentations -- qsjc-20231231_pre XML 514K
7: EX-101.SCH XBRL Schema -- qsjc-20231231 XSD 98K
59: JSON XBRL Instance as JSON Data -- MetaLinks 291± 394K
60: ZIP XBRL Zipped Folder -- 0001683168-24-001846-xbrl Zip 388K
Exhibit 4.1
DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE EXCHANGE ACT
The following summary describes our common stock, par value $0.001 per share (the “Common Stock”), of Tancheng Group Co., Ltd. (the “Company,” “we,” “us,” and “our”), which are the only securities of the Company registered pursuant to Section 12 of the Exchange Act.
DESCRIPTION OF COMMON STOCK
The following summary describes the material terms of our Common Stock. This summary does not purport to be complete and is qualified in its entirety by reference to our Articles of Incorporation, Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of State of Nevada on October 17, 2022, Certificate of Amendment to Articles of Incorporation filed with the Secretary of State of State of Nevada on April 11, 2023 and Bylaws incorporated by reference as Exhibits 3.1, 3.2, 3.3 and 3.4, respectively, to the Annual Report on Form 10-K of which this Exhibit 4.2 is a part. We encourage you to read the foregoing exhibits and the applicable provisions of the Nevada Revised Statutes, Chapter 78, for a complete description of our Common Stock.
Authorized Capital Stock
The Company is authorized to issue up to 1,000,000,000 shares of Common Stock, par value $0.001 per share. The Common Stock may be issued from time to time for such consideration as may be fixed by the Board of Directors, provided that the consideration fixed is not less than par value.
Voting Rights
Each outstanding share of Common Stock entitles the holder thereof to one vote per share on all matters coming before the stockholders for a vote. Our Bylaws provide that elections for directors shall be by a plurality of votes. Stockholders do not have preemptive rights to purchase shares in any future issuance of our common stock. Upon our liquidation, dissolution or winding up, and after payment of creditors and preferred stockholders, if any, our assets will be divided pro-rata on a share-for-share basis among the holders of the shares of common stock.
Dividends
The holders of shares of our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable future. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiaries and other holdings and investments. In addition, our operating subsidiaries, from time to time, may be subject to restrictions on their ability to make distributions to us, including as a result of restrictive covenants in loan agreements, and other regulatory restrictions.
Liquidation
In the event of our liquidation, dissolution or winding up, holders of our Common Stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.
Rights and Preferences
Our Common Stock has no preemptive or subscription rights, and no redemption, sinking fund, or conversion provisions.
Fully Paid and Nonassessable
All of the issued and outstanding shares of our Common Stock are duly authorized, validly issued, fully paid and non-assessable. To the extent that additional shares of our Common Stock are issued, the relative interests of existing stockholders will be diluted.
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Anti-takeover Effects of Nevada Law and Our Articles of Incorporation and Bylaws
Our articles of incorporation and bylaws, as amended, contain certain provisions that may have the effect of entrenching our existing board members, delaying, deferring or preventing a future takeover or change in control of the company unless such takeover or change in control is approved by the board of directors. These provisions include:
Anti-Takeover Effects of Nevada Law
Business Combinations
The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the Nevada Revised Statutes, or NRS, prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder: for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status; or after the expiration of the three-year period, unless:
| • | the transaction is approved by the board of directors or a majority of the voting power held by disinterested stockholders, or |
| • | if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the three years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher. |
A “combination” is defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, with an "interested stockholder" having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, or (c) 10% or more of the earning power or net income of the corporation.
In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 10% or more of a corporation's voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.
Our articles of incorporation do not exclude the application of the “business combination” provisions.
Control Share Acquisitions
The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS, which apply only to Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and which conduct business directly or indirectly in Nevada, prohibit an acquirer, under certain circumstances, from voting its shares of a target corporation's stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation's disinterested stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and a majority or more, of the outstanding voting power. Once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.
Our articles of incorporation do not exclude the application of the “control share” provisions.
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Articles of Incorporation and Bylaw Provisions
Our articles of incorporation and our bylaws include provisions that could deter hostile takeovers or delay or prevent changes in control of our management team, including the following:
| • | No Cumulative Voting. Nevada law provides that stockholders are not entitled to the right to cumulate votes in the election of directors unless a corporation’s articles of incorporation provide otherwise. Our articles of incorporation and bylaws do not provide for cumulative voting. |
Market for the Common Stock
Our Common Stock is quoted on the Financial Industry Regulatory Authority’s OTC Bulletin Board under the symbol “QSJC.”
Transfer Agent and Registrar
Our transfer agent and registrar is Securities Transfer Corporation, 2901 N Dallas Parkway, Suite 380, Plano, Texas 75093.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/29/24 | |||
| For Period end: | 12/31/23 | |||
| 4/11/23 | 8-K | |||
| 10/17/22 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/21/23 Tancheng Group Co., Ltd. 8-K:5,9 4/11/23 11:648K GlobalOne Filings Inc/FA 3/24/23 Tancheng Group Co., Ltd. 8-K:1,2,5,9 3/20/23 15:1.9M GlobalOne Filings Inc/FA 12/13/22 Tancheng Group Co., Ltd. 8-K:5,9 10/17/22 11:446K GlobalOne Filings Inc/FA 9/09/22 Tancheng Group Co., Ltd. 8-K:1,5,9 8/31/22 11:256K 12/14/18 Tancheng Group Co., Ltd. S-1 8:57M |