Nominee Agreement - 范本

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WELL ACTIVE INTERNATIONAL LIMITED 
BLOOMWELL INTERNATIONAL LIMITED 
NOMINEE AGREEMENT

This Agreement is being executed as of May 17, 2007 and is made effective as of February 16, 2006 between BLOOMWELL INTERNATIONAL LIMITED, a British Virgin Islands corporation (the "Owner"), Well Active International Limited, a British Virgin Islands corporation ("Well Active") and Zhang Wei jie, Li Ying Ling, and Chen Ni (collectively, the "Nominees"). In order to facilitate the granting from time to time of equity incentives in Long top Financial Technologies Limited, a British Virgin Islands corporation ("Long top"), the Owner transferred in February 2006 to Well Active, four million (4,000,000) ordinary shares of Long top previously held of record and beneficially by the Owner. In the interest of convenience and administrative ease, the Owner and the Nominees have agreed that Well Active will be organized for the time being with Nominees holding of record all of Well Active's outstanding ordinary shares (the "Well Active Shares"), that the Nominees will hold the Well Active Shares, on the terms and subject to the conditions hereinafter set forth, as nominees for the Owner, who will have the entire beneficial interest in the Well Active Shares, and that the Nominees will have no beneficial interest in the Well Active Shares. Accordingly, in consideration of the foregoing, the mutual covenants and agreements set forth herein and for other good and valuable consideration, the adequacy of which is hereby acknowledged, and with the intention to be legally bound hereby, the Nominees, Well Active and the Owner agree as follows:

1. The Nominees hereby jointly and severally represent and warrants that, as of February 16, 2006, the entire outstanding share capital of Well Active has been owned by the Nominees. No option, preemptive right, right of first refusal or any similar right with respect to the Well Active Shares has been granted as of February 16, 2006.

2. The Nominees hereby jointly and severally acknowledge and agree that:

(a) the Nominees will hold all their respective right, title and interest in the Well Active Shares, including all benefit to be derived therefrom, as nominees for the sole benefit and on behalf of the Owner;

(b) the Nominees otherwise have no legal or beneficial interest in the Well Active Shares; and

(c) all other attributes of the beneficial ownership of the Well Active Shares shall be and remain in the Owner.

3. The Nominees jointly and severally acknowledge and agree that they shall at all times and from time to time deal with the Well Active Shares as nominees for the Owner only in accordance with the written or oral instructions and directions of the Owner and not otherwise; and that they will do no act relating to the Well Active Shares without the express authorization and direction of the Owner, and that they have no active or independent duties to perform in respect of the Well Active Shares except as may be specifically provided for herein. Any disposal of the Well Active Shares in violation of this Section 3 shall be void ab initio and Well Active shall not register such disposal in its register of members.

 

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Nominee Agreement - Well Active International Ltd. and Bloomwell International Ltd. (Feb 26, 2006).docx 下载
发布于 2021-11-24 10:50:25
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