Exhibit 3.3
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Green Star Mining Corp. (hereinafter called the "Corporation"), a
corporation organized and existing under the General Corporation Law of the
State of Delaware (the "General Corporation Law") hereby certifies as follows:
1. The present name of the Corporation is Green Star Mining Corp., which is
the name under which the Corporation was originally incorporated; and the date
of filing the original Certificate of Incorporation with the Secretary of State
of Delaware is January 22, 2008.
2. The following Amended and Restated Certificate of Incorporation was duly
adopted by the holders of a majority of shares entitled to vote thereon pursuant
to the applicable provisions of Sections 242 and 245 of the General Corporation
Law of the State of Delaware.
3. Pursuant to Section 245 of the General Corporation Law, this Amended and
Restated Certificate of Incorporation (this "Certificate") restates and
integrates and further amends the provisions of the Certificate of Incorporation
of this Corporation.
4. The text of the Amended and Restated Certificate of Incorporation is
hereby amended and restated in its entirety as follows:
FIRST: The name of this Corporation shall be: HQ GLOBAL EDUCATION INC.
SECOND: Its registered office in the State of Delaware is to be located at
2711 Centerville Road, Suite 400, Wilmington, Country of New Castle, Delaware,
19808. The name of its registered agent at such address is THE COMPANY
CORPORATION.
THIRD: The purpose or purposes of the Corporation shall be:
To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.
FOURTH: The total number of shares of capital stock which the Corporation
shall have the authority to issue is One Hundred and Forty Million (140,000,000)
shares, consisting of One Hundred Million (100,000,000) shares of common stock,
par value $0.0001 per share ("Common Stock") and Forty Million (40,000,000)
shares of preferred stock, par value $0.001 per share ("Preferred Stock").
The powers, preferences and rights and the qualification, limitation and
restrictions thereof shall be determined by the Board of Directors. Preferred
Stock may be issued from time to time in one or more series, each of such series
to have such terms as stated or expressed herein and in the resolution or
resolutions providing for the issue of such series adopted by the Board of
Directors of the Corporation as hereinafter provided. Any shares of Preferred
Stock which may be redeemed, purchased or acquired by the Corporation may be
reissued except as otherwise provided by law or by the terms of any series of
Preferred Stock. Different series of Preferred Stock shall not be construed to
constitute different classes of shares for the purposes of voting by classes
unless expressly provided.
Authority is hereby expressly granted to the Board of Directors from time
to time to issue Preferred Stock in one or more series, and in connection with
the creation of any such series, by resolution or resolutions providing for the
issue of the shares thereof, to determine and fix such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including without limitation thereof, dividend rights,
special voting rights, conversion rights, redemption privileges and liquidation
preferences, as shall be stated and expressed in such resolutions, all to the
full extent now or hereafter permitted by the General Corporation Law of the
State of Delaware. Without limiting the generality of the foregoing, the
resolutions providing for issuance of any series of Preferred Stock may provide
that such series shall be superior or rank equally or be junior to Preferred
Stock of any other series to the extent permitted by law. Except as otherwise
specifically provided in this Amended and Restated Certificate of Incorporation,
the By-Laws of the Corporation or any agreement in existence from time-to-time
among the stockholders of the Corporation and the Corporation, no vote of the
holders of Preferred Stock or Common Stock shall be a prerequisite to the
issuance of any shares of any series of Preferred Stock authorized by and
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complying with the conditions of this Article FOURTH, the right to have such
vote being expressly waived by all present and future holders of the capital
stock of the Corporation.
FIFTH: The name and mailing address of the registered agent is as follows:
The Company Corporation
2711 Centerville Road
Suite 400
Wilmington, DE 19808
SIXTH: The Board of Directors shall have the power to adopt, amend or
repeal the by-laws.
SEVENTH: No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law, (i) for breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived an
improper personal benefit. No amendment to or repeal of this Article Seventh
shall apply to or have an effect on the liability or alleged liability of any
director of the Corporation for or with respect to any acts of omissions of such
director occurring prior to such amendment.
EIGHTH: The Corporation shall, to the fullest extent permitted by the
provisions of ss. 145 of the General Corporation Law, as the same may be amended
and supplemented, indemnify any and all persons whom it shall have power to
indemnify under said section from and against any and all of the expenses,
liabilities, or other matters referred to in or covered by said section, and the
indemnification provided for herein shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both as to action
in such person's official capacity and as to action in another capacity while
holding such office, and shall continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of the
heirs, executors, and administrators of such person.
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IN WITNESS WHEREOF, the undersigned, being the Chief Executive Officer of the
Corporation, has executed, signed and acknowledged this Amended and Restated
Certificate of Incorporation this 24th day of February, 2010.
By: /s/ Guangwen He
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Name: Guangwen He
Title: Chief Executive Officer
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