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EXHIBIT 3.3
NOMINEE SHAREHOLDER AGREEMENT
THIS AGREEMENT made the 15th day of September 1999
BETWEEN: CHAN XXXXXX XXXX of Room 1806, Xxxxxxxxx Xxxxx, 00 Xxxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxx (hereinafter called the "the Principal") of the one part AND
FORTUNE ACCESS NOMINEES LIMITED of Room 1806, Xxxxxxxxx House, 00 Xxxxxxxx Xxxx,
Xxxxxxx, Xxxx Kong(hereinafter called the "the Company") of the other part.
WHEREAS:
1. The Principal has caused the share specified in the Schedule hereto
(hereinafter called "the said share") to be registered in the name of
the Company, and
2. The Principal desires and the Company has agreed to be the nominees
shareholder of the said shares on the terms hereinafter set out.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. The Company shall hold the said share as Nominee Shareholder on behalf
of the Principal, and shall, in accordance with such direction in
writing as may from time to time be given by the Principal to the
Company transfer and deal with the said share and any dividend payable
in respect thereof and execute all such proxies and documents as are
necessary and proper to enable the Principal or its nominees to vote at
any shareholders' meetings which the holder of the said she is entitled
to attend.
2. In consideration of the Company providing the services aforesaid, the
Principal shall pay to the Company a Nominee Shareholder's fee at
HK$2,000.00 per annum, commencing on the 15th day of September 1999 and
payment annually advance.
3. The Principal shall keep the Company at all times hereafter fully
indemnified from and against all liability loss or damage which the
Company may at any time incur or sustain by reason of the said share
being registered in the name of the Company or arising out of or in
connection with the Company providing the services aforesaid or by
reason of any act deed matter or thing done or omitted to be done by
the Company as nominee shareholder of the said share (other than any
act deed matter or thing done or omitted to be done in contravention of
the laws of Hong Kong or of a lawful direction given by the Principal
to the Company) and against all actions proceedings claims costs and
expenses whatsoever arising thereout or in connection therewith.
4. The agreements and obligations contained herein shall be binding on the
successors and assigns of the Principal.
5. This Agreement shall remain in full force and effect unless and until
it is terminated by either party giving not less than one (1) month
prior written notice to the other.
6. Any notice required to be given under this Agreement shall be deemed
duly served by left at or set out in this Agreement or to such other
address as may have been last notified in writing by or on behalf of
such party to the other party hereto.
As WITNESS the hands of the parties hereto the day and year first above written.
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THE SCHEDULE ABOVE REFERRED TO
500,000 Class A shares of US$0.0001 - each fully paid and 2,500,000
Class B share options exercisable at US$0.0001 each in the capital of
DIGITAL STAR INC.
SIGNED by the Principal in the ) /s/ CHAN XXXXXX XXXX
presence of:- )
SIGNED by Xx. Xxxx Xxxxxx Xxx ) /s/ XXXX XXXXXX WAI
for and on behalf of )
the Company in the )
presence of:- )
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NOMINEE SHAREHOLDER AGREEMENT
THIS AGREEMENT made the 15th day of September 1999
BETWEEN: XXXX XXXXXX XXX of Room 1806, Xxxxxxxxx Xxxxx, 00 Xxxxxxxx Xxxx,
Xxxxxxx, Xxxx Xxxx (hereinafter called the "the Principal") of the one part AND
BEAUTY WISE SECRETARIES LIMITED of Room 1806, Xxxxxxxxx House, 00 Xxxxxxxx Xxxx,
Xxxxxxx, Xxxx Kong(hereinafter called the "the Company") of the other part.
WHEREAS:
1. The Principal has caused the share specified in the Schedule hereto
(hereinafter called "the said share") to be registered in the name of
the Company, and
2. The Principal desires and the Company has agreed to be the nominees
shareholder of the said shares on the terms hereinafter set out.
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. The Company shall hold the said share as Nominee Shareholder on behalf
of the Principal, and shall, in accordance with such direction in
writing as may from time to time be given by the Principal to the
Company transfer and deal with the said share and any dividend payable
in respect thereof and execute all such proxies and documents as are
necessary and proper to enable the Principal or its nominees to vote at
any shareholders' meetings which the holder of the said she is entitled
to attend.
2. In consideration of the Company providing the services aforesaid, the
Principal shall pay to the Company a Nominee Shareholder's fee at
HK$2,000.00 per annum, commencing on the 15th day of September 1999 and
payment annually advance.
3. The Principal shall keep the Company at all times hereafter fully
indemnified from and against all liability loss or damage which the
Company may at any time incur or sustain by reason of the said share
being registered in the name of the Company or arising out of or in
connection with the Company providing the services aforesaid or by
reason of any act deed matter or thing done or omitted to be done by
the Company as nominee shareholder of the said share (other than any
act deed matter or thing done or omitted to be done in contravention of
the laws of Hong Kong or of a lawful direction given by the Principal
to the Company) and against all actions proceedings claims costs and
expenses whatsoever arising thereout or in connection therewith.
4. The agreements and obligations contained herein shall be binding on the
successors and assigns of the Principal.
5. This Agreement shall remain in full force and effect unless and until
it is terminated by either party giving not less than one (1) month
prior written notice to the other.
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6. Any notice required to be given under this Agreement shall be deemed
duly served by left at or set out in this Agreement or to such other
address as may have been last notified in writing by or on behalf of
such party to the other party hereto.
As WITNESS the hands of the parties hereto the day and year first above written.
THE SCHEDULE ABOVE REFERRED TO
1,500,000 Class A shares of US$0.0001 - each fully paid and
7,500,000 Class B share options exercisable at US$0.0001 each in the
capital of
DIGITAL STAR INC.
SIGNED by the Principal in the ) /s/ XXXX XXXXXX WAI
presence of:- )
)
SIGNED by Xx. Xxxx Xxxxxx Xxx ) /s/ XXXX XXXXXX WAI
for and on behalf of )
the Company in the )
presence of:- )
