Exhibit 4.2

DESCRIPTION OF CAPITAL STOCK

General

The following description of the capital stock of Advanced Biomed Inc. (the “Company,” “we,” “us,” and “our”) and certain provisions of our articles of incorporation and bylaws, as amended from time to time, is a summary and is qualified in its entirety by reference to the full text of our articles of incorporation and bylaws.

Common Stock

Advanced Biomed Inc. is authorized to issue 400,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”).

Each share of our Common Stock is entitled to one vote on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of Common Stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all shares of Common Stock that are present in person or represented by proxy. Holders of Common Stock representing a majority of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. Holders of Common Stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Non-cumulative Voting

Holders of shares of our Common Stock do not have cumulative voting rights; meaning that the holders of 50.1% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, and, in such event, the holders of the remaining shares will not be able to elect any of our directors.

Dividends

Holders of our Common Stock are entitled to receive dividends out of funds legally available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that our board of directors may determine.

Exchange Listing

Our Common Stock is listed on the Nasdaq Capital Market under the trading symbol “ADVB.”

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock is Transhare Corporation, with an address at Bayside Center 1, 17755 North US Highway 19, Suite 140, Clearwater, FL 33764, telephone number is (303) 662-1112.

Indemnification of Officers and Directors

Our Articles of Incorporation provide that, except as otherwise provided by law, a director or officer is not individually liable to us, our stockholders or our creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless such act or failure to act constituted a breach of his or her fiduciary duties as a director or officer and such breach involved intentional misconduct, fraud or a knowing violation of law. Our Articles of Incorporation further provide that we shall indemnify our directors and officers to the maximum extent permitted by law, and shall pay the expenses incurred by a director or officer in defending a proceeding in advance of its final disposition upon receipt of an undertaking by or on behalf of such person to repay such amount if it is ultimately determined that he or she is not entitled to be indemnified.

Our Bylaws provide that we shall indemnify every director, officer and employee against all expenses and liabilities, including counsel fees, reasonably incurred in connection with any proceeding to which he or she may be made a party by reason of being or having been a director, officer or employee, except in cases where such person is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties; provided that, in the event of a settlement, such indemnification applies only when our board of directors approves such settlement and reimbursement as being in our best interests. Our Bylaws also permit our board of directors, in its discretion, to purchase liability insurance on behalf of our directors, officers and employees.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for directors, executive officers, or persons controlling us, we have been informed that, in the opinion of the U.S. Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.