Exhibit
4.2


 


DESCRIPTION
OF THE REGISTRANT’S COMMON STOCK 


REGISTERED
PURSUANT TO SECTION 12 OF THE 


SECURITIES
EXCHANGE ACT OF 1934 


 


General


 


Greenpro
Capital Corp. has one class of securities, common stock, registered under Section 12 of the Securities Exchange Act of 1934,
as amended. The following is a summary of all material characteristics of our common stock as set forth in our articles of incorporation
and bylaws. The summary does not purport to be complete and is qualified in its entirety by reference to our articles of incorporation
and bylaws, all of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.2
is a part, and to the provisions of the Nevada Revised Statutes.


 


Our
authorized capital consists, of 600,000,000 shares, of which 500,000,000 shares are designated as shares of common stock, par
value $0.0001 per share, and 100,000,000 shares are designated as shares of preferred stock, par value $0.0001 per share. No shares
of preferred stock are currently outstanding. Shares of preferred stock may be issued in one or more series, each series to be
appropriately designated by a distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers,
designations, preferences, limitations, restrictions, relative, participating, options and other rights, and the qualifications,
limitations, or restrictions thereof, of the preferred stock shall hereinafter be prescribed by resolution of the board of directors
before the issuance of any shares of preferred stock in such series.


 


Common
Stock


 


Each
share of our common stock entitles its holder to one vote per share on all matters to be voted or consented upon by the stockholders.
The holders of our common stock are entitled to receive dividends, in equal amounts per share, when and as declared by our board
of directors from legally available sources, subject to any restrictions in our certificate of incorporation or prior rights of
the holders of our preferred stock. In the event of our liquidation or dissolution, the holders of our common stock are entitled
to share ratably in the assets available for distribution after the payment of all of our debts and other liabilities, subject
to the prior rights of the holders of our preferred stock. The holders of our common stock have no subscription, redemption or
conversion privileges. Our common stock does not entitle its holders to preemptive rights. All of the outstanding shares of our
common stock are fully paid and non-assessable. The rights, preferences and privileges of the holders of our common stock are
subject to the rights of the holders of shares of any series of preferred stock which we may issue in the future.


 


Transfer
Agent


 


The
transfer agent for our capital stock is VStock Transfer, LLC, with an address at 18 Lafayette Place, Woodmere, NY 11598, telephone
number is 212-828-8436.


 






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Stock
Exchange Listing


 


Our
common stock is listed on the NASDAQ Capital Market under the symbol “GRNQ.”


 


Control
Share Acquisitions


 


The
“control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS, apply to “issuing corporations”
that are Nevada corporations with at least 200 stockholders of record, including at least 100 stockholders of record who are Nevada
residents, and that conduct business directly or indirectly in Nevada, unless the corporation has elected to not be subject to
these provisions. The control share statute prohibits an acquirer of shares of an issuing corporation, under certain circumstances,
from voting its shares of a 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: (a) one-fifth
or more but less than one-third, (b) one-third but less than a majority, and (c) a majority or more, of the outstanding voting
power. Generally, once a person acquires shares in excess of any of the thresholds, those shares and any additional shares 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. A corporation may elect to not be governed by, or “opt out” of, the control
share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be
in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of
the three thresholds described above. We have not opted out of these provisions and will be subject to the control share provisions
of the NRS if we meet the definition of an issuing corporation upon an acquiring person acquiring a controlling interest unless
we later opt out of these provisions and the opt out is in effect on the 10th day following such occurrence.


 


The
effect of the Nevada control share statute is that the acquiring person, and those acting in association with the acquiring person,
will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or
special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our company.


 






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