EXHIBIT
4.1


 


DESCRIPTION
OF SECURITIES REGISTERED PURSUANT TO


SECTION
12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


General


 


The
following description summarizes the most important terms of our securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended. This summary does not purport to be complete and is qualified in its entirety by the provisions
of our Memorandum and Articles of Association (as defined below). For a complete description of our securities, you should refer
to our Memorandum and Articles of Associations and applicable provisions of British Virgin Islands laws.


 


We
are incorporated as a British Virgin Islands company, and our affairs are governed by our amended and restated Memorandum and
Articles of Association (“Memorandum and Articles of Association”) and the laws of the British Virgin Islands. As
used in this section, “we,” “us,” “our,” and “the Company” mean Greenland Technologies
Holding Corporation and its successors, but not any of its subsidiaries.


 


Our
authorized share capital consists of an unlimited number of ordinary shares, no par value per share. In addition, we may by resolution
of the board of the directors of the company (the “Board”), without shareholder consent, amend our Memorandum and
Articles of Association to create new classes of preferred shares and fix the rights preferences and restrictions of such shares,
as the directors of the Board in their sole discretion deem fit, which shares may be issued as one or more series.


 


As
of April 3, 2020, we had 10,021,142 ordinary shares outstanding, held of record by  11 holders.


 


Ordinary
Shares


 


The
holders of ordinary shares are entitled to one vote for each share held of record on all matters to be voted on by shareholders.


 


Holders
of ordinary shares do not have any conversion, preemptive or other subscription rights and there will be no sinking fund provisions
applicable to the ordinary shares, except that we will provide our public shareholders with the redemption rights set forth in
our Memorandum and Articles of Association.


 


The
rights, preferences and privileges of the holders of ordinary shares are subject to those of the holders of any shares of preferred
stock we may issue in the future.


 


Key
Provisions of Our Memorandum And Articles of Association And British Virgin Islands Laws Affecting Our Ordinary Shares


 


The
following are summaries of material terms and provisions of our Memorandum and Articles of Association and the British Virgin
Islands Business Companies Act, 2004, as amended, or the BVI Act, insofar as they relate to the material terms of our ordinary
shares. This summary is not intended to be complete, and you should read the forms of our Memorandum and Articles of Association.


 


Voting
Rights


 


Under
the BVI Act, the ordinary shares are deemed to be issued when the name of the shareholder is entered in our register of members.
Our register of members is maintained by our transfer agent, Continental Stock Transfer & Trust Company, which will enter
the name of our shareholders in our register of members. If (a) information that is required to be entered in the register of
shareholders is omitted from the register or is inaccurately entered in the register, or (b) there is unreasonable delay in entering
information in the register, a shareholder of ours, or any person who is aggrieved by the omission, inaccuracy or delay, may apply
to the British Virgin Islands courts for an order that the register be rectified, and the court may either refuse the application
or order the rectification of the register, and may direct us to pay all costs of the application and any damages the applicant
may have sustained.


  



     


     


    

 


Subject
to any rights or restrictions attached to any shares, at any general meeting on a show of hands every ordinary shareholder who
is present in person (or, in the case of a shareholder being a corporation, by its duly authorized representative) or by proxy
will have one vote for each share held on all matters to be voted on by shareholders. Voting at any meeting of the ordinary shareholders
is by show of hands unless a poll is demanded. A poll may be demanded by shareholders present in person or by proxy if the shareholder
disputes the outcome of the vote on a proposed resolution and the chairman shall cause a poll to be taken.


 


There
is nothing under the laws of the British Virgin Islands, which specifically prohibits or restricts the creation of cumulative
voting rights for the election of our directors, but cumulative voting for the election of directors is permitted only if expressly
provided for in the memorandum or articles of association. We have not made provisions in our Memorandum and Articles of Association
for cumulative voting for such elections.


 


Under
British Virgin Islands laws, the voting rights of shareholders are regulated by our Memorandum and Articles of Association and,
in certain circumstances, the BVI Act. Our Memorandum and Articles of Association govern matters such as quorum for the transaction
of business, rights of shares, and majority votes required to approve any action or resolution at a meeting of the shareholders
or board of directors. Unless our Memorandum and Articles of Association otherwise provide, the requisite majority is usually
a simple majority of votes cast.


 


Preemption
Rights


 


British
Virgin Islands laws do not make a distinction between public and private companies and some of the protections and safeguards
(such as statutory preemption rights, save to the extent that they are expressly provided for in our Memorandum and Articles of
Association) that investors may expect to find in relation to a public company are not provided for under British Virgin Islands
laws. There are no preemption rights applicable to the issuance of new shares under either British Virgin Islands laws or our
Memorandum and Articles of Association.


 


Liquidation
Rights


 


As
permitted by British Virgin Islands laws and our Memorandum and Articles of Association, we may be voluntarily liquidated under
Part XII of the BVI Act by resolution of directors and resolution of shareholders if our assets are greater than our liabilities
and we are able to pay our debts as they fall due.


 


Modification
of Rights


 


As
permitted by British Virgin Islands laws and our Memorandum and Articles of Association, the rights attached to the ordinary shares
as specified in our Memorandum and Articles of Association may only be varied by a resolution passed at a meeting by the holders
of more than 50% of the ordinary shares present at a duly convened and constituted meeting of the shareholders of the Company
holding ordinary shares which were present at the meeting and voted unless otherwise provided by the terms of issue of such class.


 


Transfer
of Shares


 


Subject
to any applicable restrictions set forth in our Memorandum and Articles of Association, any of our shareholders may transfer all
or any of his or her shares by a written instrument of transfer in the usual or common form or in any other form which our directors
may approve.


 


Share
Repurchase


 


As
permitted by the BVI Act and our Memorandum and Articles of Association, shares may be repurchased, redeemed or otherwise acquired
by us.


  



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Dividends


 


Subject
to the BVI Act and our Memorandum and Articles of Association, directors may declare dividends at a time and amount they think
fit if they are satisfied, on reasonable grounds, that, immediately after distribution of the dividend, the value of our assets
will exceed our liabilities and we will be able to pay our debts as they fall due. No dividend shall carry interest against us.


 


Staggered
Board of Directors


 


Our
Memorandum and Articles of Association provide for a staggered Board consisting of two classes of directors. Our directors are
appointed by our shareholders and are subject to rotational retirement every two years. The initial terms of office of the Class
I and Class II directors have been staggered over a period of two years to ensure that all directors of the company do not face
reelection in the same year. However, the directors may by resolution appoint a replacement director to fill a casual vacancy
arising on the resignation, disqualification or death of a director. The replacement director will then hold office until the
next annual general meeting at which the director he replaces would have been subject to retirement by rotation. There is nothing
under the laws of the British Virgin Islands, which specifically prohibits or restricts the creation of cumulative voting rights
for the election of our directors. Our Memorandum and Articles of Association do not provide for cumulative voting for such elections.


 


Issuance
of Additional Ordinary Shares


 


Our
Memorandum and Articles of Association authorize our Board to issue additional ordinary shares from time to time as our Board
shall determine, to the extent of available authorized but unissued shares.


 


Changes
in Authorized Shares


 


We
are authorized to issue an unlimited number of shares, which will have rights, privileges, restrictions and conditions attaching
to them as the shares in issue. We may by resolution of directors or shareholders:


 


	●	 consolidate
    and divide all or any of our unissued authorized shares into shares of larger or smaller amount than our existing shares;
	 	 
	●	 cancel
    any ordinary shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any
    person; or
	 	 
	●	 create
    new classes of shares with preferences to be determined by resolution of the Board to amend our Memorandum and Articles of
    Association to create new classes of shares with such preferences at the time of authorization, although any such new classes
    of shares, with the exception of the preferred shares, may only be created with prior shareholder approval.


 


Poison-Pill
Defense


 


Under
the BVI Act, there are no provisions which specifically prevent the issuance of preferred shares or any such other “poison
pill” measures. Our Memorandum and Articles of Association also do not contain any express prohibitions on the issuance
of any preferred shares. Therefore, the directors, without the approval of the holders of ordinary shares, may issue preferred
shares that have characteristics that me be deemed anti-takeover. Additionally, such a designation of shares may be used in connection
with plans that are poison pill plans. However, as noted above under the BVI Act, a director in the exercise of his powers and
performance of his duties is required to act honestly and in good faith in what the director believes to be the best interests
of the company.


 


Mergers
and Similar Arrangements


 


Under
the BVI Act, two or more companies may merge or consolidate in accordance with the statutory provisions. A merger means the merging
of two or more constituent companies into one of the constituent companies, and a consolidation means the uniting of two or more
constituent companies into a new company. In order to merger or consolidate, the directors of each constituent company must approve
a written plan of merger or consolidation which must be authorized by a resolution of shareholders.


   


Our
Transfer Agent


 


The
transfer agent for our ordinary shares, rights agent for our rights and warrant agent for our warrants is Continental Stock Transfer
& Trust Company.


 


Listing


 


Our
ordinary shares are listed on the Nasdaq Capital Market under the symbol “GTEC”.


 


 


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