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 This Proxy Agreement involves

CHINA GOLF GROUP, INC. | Beijing Shungao Golf Course Management Co, Ltd | Shenyang Yanzikou Sports Entertainment Co, Ltd | Shungao Company

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Date: 3/24/2011

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Exhibit 10.5



投票 权代理协议


This Voting Rights Proxy Agreement (the “ Agreement ”) is entered into in Beijing, People’s Republic of China (“ PRC ” or “ China ”) as of September 25, 2009 by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“ Party A ”) and the undersigned shareholders (the “ Shareholders ”) of Beijing Shungao Golf Course Management Co., Ltd. (“ Shungao Company ”).  Party A and the Shareholders are each referred to in this Agreement as a “ Party ” and collectively as the “ Parties ”. Shungao Company is made a party to this Agreement for the purpose of acknowledging the Agreement.


本《投票 权代理协议》( 协议 )于 2009 9 25 日在中 华人民共和国( “PRC” 中国 )北京市,由沈阳燕子口体育休 闲运动限公司( 甲方 )以及以下 签字的北京顺高高尔夫球场管理有限公司( 顺高公司 )的股 东( 签署。甲方和股东总称为 各方 顺高公司 以下 签字是为认可本协议。





1.           Party A, a company incorporated in the PRC as a foreign investment enterprise, specializes in the management of sports fields and facilities, and Shungao Company is engaged in the management and design of Golf Course (collectively the “Business”). Party A and Shungao Company have entered into a certain Consulting Services Agreement dated September 25, 2009 (the “Consulting Services Agreement”) in connection with the Business.


甲方 为根据中国法成立的外商独资企业,专业开展运动场馆和设施管理业务。顺高公司 从事高 尔夫球场的管理和设计业务(总称为 业务 )。甲方与 顺高公司在 2009 9 25 签订了有关业务的《咨询服务协议》( 务协议 )。


2            The Shareholders are shareholders of the Shungao Company, each legally holding such amount of equity interest of the Shungao Company as set forth on the signature page of this Agreement and collectively holding 100% of the issued and outstanding equity interests of the Shungao Company (collectively the “ Equity Interest ”).


东按照本协议签字页载明的数额合法持顺高公司的股权,前述股权合计构成顺高公司的已发行股权的 100% (以下 统称 )。


3.           In connection with the Consulting Services Agreement, the Parties have entered into a certain Operating Agreement dated September 25, 2009, pursuant to which the Shareholders now desire to grant to Party A a proxy to vote the Equity Interest for the maximum period of time permitted by law in consideration of Party A’s obligations thereunder.






签署服务协议时,各方于 2009 9 25 签署一份《经营协议》。根据经营协议,股东现在依甲方之义务为对价,在法律允许的最长期限内授予甲方全部股权投票权利。甲方认可并接受该权利。


NOW THEREFORE , the Parties agree as follows:




1.           The Shareholders hereby agree to irrevocably grant and entrust Party A, for the maximum period of time permitted by law, with all of their voting rights as shareholders of the Shungao Company.  Party A shall exercise such rights in accordance with and within the parameters of the laws of the PRC and the Articles of Association of the Shungao Company.




2.           Party A may establish and amend rules to govern how Party A shall exercise the powers granted by the Shareholders herein, including, but not limited to, the number or percentage of directors of Party A which shall be required to authorize the exercise of the voting rights granted by the Shareholders, and Party A shall only proceed in accordance with such rules.


甲方可以 设立或修改适用于有关于如何行使股东所赋予的权力的规则。包括但不限于行使投票权授权所需的甲方董事人数或比例。甲方必须仅根据上述规则进行行为。


3.           The Shareholders shall not transfer or cause to be transferred the Equity Interest to any party (other than Party A or such designee of Party A).  Each Shareholder acknowledges that it will continue to perform its obligations under this Agreement even if one or more of other Shareholders no longer hold any part of the Equity Interest.



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