CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
This Consulting Services Agreement (this “Agreement”) is dated September 25, 2009, and is entered into in Beijing, People’s Republic of China (“PRC” or “China”) by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”), and Beijing Shungao Golf Course Management Co., Ltd. (“Party B”). Party A and Party B are referred to collectively in this Agreement as the “Parties.”
VOTING RIGHTS PROXY AGREEMENTVoting Rights Proxy Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
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.
AGREEMENT TO TERMINATE EQUITY PLEDGE AGREEMENTAgreement to Terminate Equity Pledge Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
THIS AGREEMENT TO TERMINATE EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into as of March 22, 2011, by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Pledgee”), the shareholders listed on the signature page hereto holding the equity interests of Beijing Shungao Golf Course Management Co., Ltd. (“Pledgors”) and China Golf Group, Inc. (“the Company”, and with Pledgee and Pledgors collectively referred to as the “Parties”). China Golf Group, Inc., (the “Company”), is made a party to this Agreement for the sole purpose of acknowledging the Agreement.
AGREEMENT TO TERMINATE VOTING RIGHTS PROXY AGREEMENTTermination of Voting Rights Proxy Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
THIS AGREEMENT TO TERMINATE VOTING RIGHTS PROXY AGREEMENT (this “Agreement”) is made and entered into this as of March 22, 2011, by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”), Beijing Shungao Golf Course Management Co., Ltd. (“Party B”), shareholders holding the equity interests of Party B (“Shareholders”) and China Golf Group, Inc ( the “Company”). The Company is made a party hereto for the sole purpose of acknowledging this Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in that certain Proxy Agreement (defined in the Recitals below).
OPERATING AGREEMENTOperating Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
This Operating Agreement (this “Agreement”) is dated September 25, 2009, and is entered into in Beijing, People’s Republic of China (“PRC” or “China”) by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”) and Beijing Shungao Golf Course Management Co., Ltd. (“Shungao Company” or “Party B”), and the shareholders holding 100% of the issued and outstanding equity interests of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
OPTION AGREEMENTOption Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
This Option Agreement (this “Agreement”) is dated September 25, 2009, and is entered into in Beijing, People’s Republic of China (“PRC” or “China”) by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”) and Beijing Shungao Golf Course Management Co., Ltd. (“Shungao Company” or “Party B”), and the shareholders holding 100% of the issued and outstanding equity interests of Party B (the “Shareholders of Party B” or “Party C”). Party A, Party B, and Party C are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
AGREEMENT TO TERMINATE CONSULTING SERVICES AGREEMENTTermination Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
THIS AGREEMENT TO TERMINATE CONSULTING SERVICES AGREEMENT (this “Agreement”) is entered into as of March 22, 2011, by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”), Beijing Shungao Golf Course Management Co., Ltd. (“Party B”, and with Party A collectively referred to as the “Parties”). China Golf Group, Inc (the “Company”) is made a party to this Agreement for the sole purpose of acknowledging the Agreement.
AGREEMENT TO TERMINATE OPTION AGREEMENTAgreement to Terminate Option Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
THIS AGREEMENT TO TERMINATE OPTION AGREEMENT (this “Agreement”) is entered into as of March 22, 2011, by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”), Beijing Shungao Golf Course Management Co., Ltd. (“Party B”), and shareholders holding the equity interests of Party B (“Shareholders” and with Party A, Party B and Chairman collectively referred to as the “Parties”). China Golf Group, Inc. (“the Company”), is made a party to this Agreement for the sole purpose of acknowledging the Agreement.
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated September 25, 2009, and is entered into in Beijing, People’s Republic of China (“PRC” or “China”) by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Pledgee”), and each of the shareholders listed on the signature pages hereto (each a “Pledgor” and collectively, the “Pledgors”) of Beijing Shungao Golf Course Management Co., Ltd. (“Shungao Company”). The Shungao Company is made a party to this Agreement for the purpose of acknowledging the Agreement.
AGREEMENT TO TERMINATE OPERATING AGREEMENTTermination Agreement • March 24th, 2011 • China Golf Group, Inc. • Heavy construction other than bldg const - contractors
THIS AGREEMENT TO TERMINATE OPERATING AGREEMENT (this “Agreement”) is entered into as of March 22, 2011, by and among Shenyang Yanzikou Sports & Entertainment Co., Ltd. (“Party A”), Beijing Shungao Golf Course Management Co., Ltd. (“Party B”), shareholders holding 100% equity interests of Party B (“Shareholders”). China Golf Gropu, Inc. (the “Company”) is made a party to this Agreement for the sole purpose of acknowledging the Agreement.
