Exhibit 4.1


 


DESCRIPTION OF CAPITAL STOCK


 


The following description of the capital stock
of Gushen, Inc. (the “Company,” “we,” “us,” and “our”) is not complete and may not contain
all the information you should consider before investing in our capital stock. This description is summarized from, and qualified in its
entirety by reference to, our certificate of incorporation, which has been publicly filed with the Securities and Exchange Commission.


 


Our authorized capital stock consists of:


 


600,000,000 shares of common stock, $0.0001 par
value; and


 


200,000,000 shares of preferred stock, $0.0001
par value.


 


Common Stock


 


The holders of common stock are entitled to one
vote per share on all matters to be voted upon by the stockholders and there are no cumulative rights. Subject to preferences that may
be applicable to any outstanding preferred stock, the holders of common stock are entitled to receive ratably any dividends that may be
declared from time to time by the Board out of funds legally available for that purpose. We do not anticipate paying any cash dividends
on our common stock in the foreseeable future but intend to retain our capital resources for reinvestment in our business. In the event
of our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all assets remaining after
payment of liabilities, subject to prior distribution rights of preferred stock then outstanding. The common stock has no preemptive or
conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock.


 


The transfer agent and registrar for our common
stock is Globex Transfer, LLC. Its address is 780 Deltona Blvd., Suite 202 Deltona, FL 32725. Our common stock is listed on the OTC pink
sheet under the symbol “GSHN”.


 


Preferred Stock


 


The Board is authorized, subject to any limitations
prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or
more series. Each such series of preferred stock shall have such number of shares, designations, preferences, voting powers, qualifications,
and special or relative rights or privileges as shall be determined by the Board, which may include, among others, dividend rights, voting
rights, liquidation preferences, conversion rights and preemptive rights. Issuance of preferred stock by our Board may result in such
shares having dividend and/or liquidation preferences senior to the rights of the holders of our common stock and could dilute the voting
rights of the holders of our common stock.


 


Prior to the issuance of shares of each series
of preferred stock, the Board is required by the Nevada Revised Statutes and our articles of incorporation to adopt resolutions and file
a certificate of designation with the Secretary of State of the State of Nevada. The certificate of designation fixes for each class or
series the designations, powers, preferences, rights, qualifications, limitations and restrictions, etc.


 


Anti-Takeover Effects of Provisions of Nevada
State Law


 


 


We may be, or in the future we may become, subject
to Nevada’s control share laws. A corporation is subject to Nevada’s control share law if it has more than 200 stockholders,
at least 100 of whom are stockholders of record and residents of Nevada, and if the corporation does business in Nevada, including through
an affiliated corporation. This control share law may have the effect of discouraging corporate takeovers.


 






     


     


    

 


The control share law focuses on the acquisition
of a “controlling interest,” which means the ownership of outstanding voting shares that would be sufficient, but for the
operation of the control share law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation
in the election of directors: (1) one-fifth or more but less than one-third; (2) one-third or more but less than a majority; or (3) a
majority or more. The ability to exercise this voting power may be direct or indirect, as well as individual or in association with others.


 


The effect of the control share law is that an
acquiring person, and those acting in association with that person, will obtain only such voting rights in the control shares as are conferred
by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders. The control share law
contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no authority to take away voting
rights from the control shares of an acquiring person once those rights have been approved. If the stockholders do not grant voting rights
to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares. The acquiring person is
free to sell the shares to others. If the buyer or buyers of those shares themselves do not acquire a controlling interest, the shares
are not governed by the control share law.


 


If control shares are accorded full voting rights
and the acquiring person has acquired control shares with a majority or more of the voting power, a stockholder of record, other than
the acquiring person, who did not vote in favor of approval of voting rights, is entitled to demand fair value for such stockholder’s
shares.


 


In addition to the control share law, Nevada has a business combination
law, which prohibits certain business combinations between Nevada publicly traded corporations and “interested stockholders”
for two years after the interested stockholder first becomes an interested stockholder, unless the corporation’s board of directors
approves the combination in advance. For purposes of Nevada law, an interested stockholder is any person who is: (a) the beneficial owner,
directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation, or (b) an affiliate or
associate of the corporation and at any time within the previous two years was the beneficial owner, directly or indirectly, of 10% or
more of the voting power of the then-outstanding shares of the corporation. The definition of “business combination” contained
in the statute is sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation’s
assets to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other
stockholders.


 


The effect of Nevada’s business combination
law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval of
our board of directors.