Exhibit 4.1


 


DESCRIPTION OF SECURITIES


 





As of May 26, 2020, China Xiangtai Food Co., Ltd. (the “Company”)
had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: ordinary shares,
par value $0.01 per share. The following description of the Company’s ordinary shares is a summary and is not complete.
For a complete description, please refer to the Company’s Memorandum and Articles of Association, which the company has incorporated
by reference as exhibits to the Company’s Annual Report on Form 20-F for the year ended June 30, 2019. Shareholders
are also encouraged to refer to the application provisions of the Cayman Islands Companies Law for additional information. References
to “shareholders” refer to holders of the Company’s ordinary shares, unless the context otherwise requires.


 


China Xiangtai Food Co., Ltd. was incorporated
on January 23, 2018 under the Cayman Islands Companies Law. As of the date of this prospectus, we are authorized to issue 50,000,000
ordinary shares of $0.01 par value per share. As of May 26, 2019, there are 23,894,027 ordinary shares issued and outstanding.


 


Our memorandum and articles of association
do not permit a director to decide what compensation he or she will receive. All decisions about director compensation will be
recommended by the compensation committee, and approved at a general meeting of the Company in accordance with our articles of
association. Assuming the minimum offering, we will have 21,791,667 ordinary shares issued and outstanding. Assuming the maximum
offering, we will have 23,791,667 ordinary shares issued and outstanding.


 


The following are summaries of the material
provisions of our memorandum and articles of association and the Cayman Islands Companies Law, insofar as they relate to the material
terms of our ordinary shares. Copies of our memorandum and articles of association are filed as exhibits to the registration statement
of which this prospectus is a part. As a convenience to potential investors, we provide the below description of Cayman Islands
law and our articles of association together with a comparison to similar features under Delaware law.


 






     


     


    

 


General


 





Under our memorandum of association, we
are authorized to issue 50,000,000 ordinary shares with a par value of $0.01 each. As of May 26, 2020, there are 23,894,027
ordinary shares issued and outstanding.




  


Each ordinary share
in the Company confers upon the shareholder:


 


	 	·	the right to one vote at a meeting of the shareholders of the Company or on any resolution of shareholders;


 


	 	·	the right to an equal share in any dividend paid by the Company; and


 


	 	·	the right to an equal share in the distribution of the surplus assets of the Company on its liquidation.


  


Distributions


 


The holders of our
ordinary shares are entitled to such dividends or other distributions as may be recommended by the board and authorized by shareholders
subject to the Cayman Islands Companies Law and our memorandum and articles of association.


 


Shareholders’ voting rights


 


Any action required
or permitted to be taken by the shareholders must be taken at a duly called annual or special meeting of the shareholders entitled
to vote on such action and may also be effected by a unanimous written resolution of the shareholders. At each general meeting,
each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized
representative) will have one vote for each ordinary share which such shareholder holds.


  


Election of directors


 


Delaware law permits
cumulative voting for the election of directors only if expressly authorized in the certificate of incorporation. The laws of Cayman
Islands, however, do not specifically prohibit or restrict the creation of cumulative voting rights for the election of our directors.
Cumulative voting is not a concept that is accepted as a common practice in Cayman Islands, and we have made no provisions in our
memorandum and articles of association to allow cumulative voting for elections of directors.


 


Meetings of shareholders


 


Any of our directors
may convene a meeting of shareholders whenever they think fit. We must provide at least seven days’ written notice (exclusive
of the day on which the notice is served or deemed to be served, but inclusive of the day for which the notice is given) of all
meetings of shareholders, stating the time, place of the general meeting and, in the case of special business, the general nature
of that business to shareholders whose names appear as shareholders in the register of members on the date of the notice and are
entitled to vote at the meeting. Our board of directors must convene a general meeting upon the written request of one or more
shareholders holding at least 10% of our shares.


 


No business may be
transacted at any general meeting unless a quorum is present at the time the meeting proceeds to business. One or more shareholders
holding in the aggregate not less than one-third of the total issue share capital of the Company present in person or by proxy
and entitled to vote shall be a quorum. If, within half an hour from the time appointed for the meeting, a quorum is not present,
the meeting, if convened upon the requisition of shareholders, shall be dissolved. In any other case, it shall stand adjourned
to the same day in the next week, at the same time and place and if, at the adjourned meeting, a quorum is not present within half
an hour from the time appointed for the meeting, the shareholders present shall be a quorum and may transact the business for which
the meeting was called. If present, the chair of our board of directors shall be the chair presiding at any meeting of the shareholders.


 


A corporation that
is a shareholder shall be deemed for the purpose of our articles of association to be present at a general meeting in person if
represented by its duly authorized representative. This duly authorized representative shall be entitled to exercise the same powers
on behalf of the corporation which he represents as that corporation could exercise if it were our individual shareholder.


 






     


     


    

 


Meeting of directors 


 


The management of our
company is entrusted to our board of directors, who will make decisions by voting on resolutions of directors. Our directors are
free to meet at such times and in such manner and places within or outside Cayman Islands as the directors determine to be necessary
or desirable. A director must be given not less than 5 days’ notice of a meeting of directors. At any meeting of directors,
a quorum will be present if at least two directors are present. If there is a sole director, that director shall be a quorum. An
action that may be taken by the directors at a meeting may also be taken by a unanimous written resolution of the directors.


 


Protection of minority shareholders


 


We would normally expect
Cayman Islands courts to follow English case law precedents, which would permit a minority shareholder to commence a representative
action, or derivative actions in our name, to challenge (1) an act which is ultra vires or illegal, (2) an act which constitutes
a fraud against the minority by parties in control of us, (3) the act complained of constitutes an infringement of individual rights
of minority shareholders (such as the right to vote and pre-emptive rights), and (4) an irregularity in the passing of a resolution
which requires a special majority of the shareholders, subject to the terms of our memorandum and articles of association.


 


Pre-emptive rights


 


There are no pre-emptive
rights applicable to the issue by us of new shares under either Cayman Islands law or our memorandum and articles of association.


  


Transfer of ordinary shares


 


Subject to the restrictions
in our memorandum and articles of association and applicable securities laws, any of our shareholders may transfer all or any of
his or her ordinary shares by written instrument of transfer signed by the transferor and containing the name of the transferee.
Our board of directors may resolve by resolution to refuse or delay the registration of the transfer of any ordinary share without
giving any reason.


 


Winding up


 


If we are wound up
and the assets available for distribution among our shareholders are more than sufficient to repay the whole of the paid up capital
at the commencement of the winding up, the excess shall be distributable pari passu among those shareholders in proportion to the
capital paid up at the commencement of 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 paid up capital, those assets
shall be distributed so that, to the greatest extent possible, the losses shall be borne by the shareholders in proportion to the
capital paid up at the commencement of the winding up on the shares held by them, respectively. If we are wound up, the liquidator
may with the sanction of a special resolution and any other sanction required by the Cayman Islands Companies Law, 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.


 


The liquidator may
also vest the whole or any part of these assets in trusts for the benefit of the shareholders as the liquidator shall think fit,
but so that no shareholder will be compelled to accept any assets, shares or other securities upon which there is a liability.


 


Calls on ordinary shares and forfeiture
of ordinary shares


 


Our board of directors
may from time to time make calls upon shareholders for any amounts unpaid on their ordinary shares in a notice served to such shareholders
at least 14 days prior to the specified time of payment. The ordinary shares that have been called upon and remain unpaid are subject
to forfeiture.


  


Repurchase of ordinary shares


 


We are empowered by
the Cayman Islands Companies Law and our memorandum and articles of association to purchase our own shares, subject to certain
restrictions and requirements. Our directors may only exercise this power on our behalf, subject to the Cayman Islands Companies
Law, our memorandum and articles of association and to any applicable requirements imposed from time to time by the Nasdaq, the
Securities and Exchange Commission, or by any other recognized stock exchange on which our securities are listed. Under the Cayman
Islands Companies Law, the repurchase of any share may be paid out of our company’s profits or out of the proceeds of a fresh
issue of shares made for the purpose of such repurchase, or out of capital (including share premium account and capital redemption
reserve). If the repurchase proceeds are paid out of our company’s capital, our company must, immediately following such
payment, be able to pay its debts as they fall due in the ordinary course of business. In addition, under the Cayman Islands Companies
Law no such share may be repurchased (1) unless it is fully paid up, (2) if such repurchase would result in there being no shares
outstanding, or (3) if the company is being wound up and: (a) the terms of the repurchase provided for it to take place after the
commencement of the winding up; or (b) during the period beginning on the date when the repurchase was to have taken place and
ending with the commencement of the shares were to have been repurchased. In addition, under the Cayman Islands Companies Law,
our company may accept the surrender of any fully paid share for no consideration unless, as a result of the surrender, the surrender
would result in there being no shares outstanding (other than shares held as treasury shares).


 






     


     


    

 


Modifications of rights


 


All or any of the special
rights attached to any class of our shares may(unless otherwise provided by the terms of issue of the shares of that class) be
varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a
resolution passed by not less than three-fourths of such shareholders of that class as may be present in person or by proxy at
a separate general meeting of the holders of shares of that class.


 


 


Changes in the number of shares we are
authorized to issue and those in issue


 


We may from time to
time by resolution of shareholders in the requisite majorities:


 


	 	·	amend our memorandum of association to increase or decrease the maximum number of shares we are authorized to issue;


 


	 	·	divide our authorized and issued shares into a larger number of shares; and


 


	 	·	consolidate our authorized and issued shares into a smaller number of shares.


 


Inspection of books and records


 


Holders of our ordinary
shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate
records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find Additional
Information.”


 


Rights of non-resident or foreign shareholders


 


There are no limitations
imposed by our memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise
voting rights on our shares. In addition, there are no provisions in our memorandum and articles of association governing the ownership
threshold above which shareholder ownership must be disclosed.


  


Issuance of additional ordinary shares


 


Our memorandum and
articles of association authorize our board of directors to issue additional ordinary shares from authorized but unissued shares,
to the extent available, from time to time as our board of directors shall determine.


 


Listing


 





Our ordinary shares are listed on the Nasdaq
Capital Market under the symbol “PLIN”. On May 22, 2020, the last reported sale price per share for our ordinary shares
on the Nasdaq Capital Market as reported was $1.69.







 


Transfer Agent and Registrar


 


The transfer agent
and registrar for our ordinary shares is Securities Transfer Corporation, 2901
N Dallas Parkway, Suite 380, Plano, Texas 75093.