Exhibit
      10.1

     

    AGREEMENT
      OF MERGER AND PLAN OF REORGANIZATION

    BY
      AND AMONG

    CHINA
      OPPORTUNITY ACQUISITION CORP.,

    GOLDEN
      GREEN ENTERPRISES LIMITED,

    WEALTH
      RAINBOW DEVELOPMENT LIMITED,

    HENAN
      GREEN COMPLEX MATERIALS CO., LTD

    And

    THE
      SHAREHOLDERS OF

    GOLDEN
      GREEN ENTERPRISES LIMITED

    


    


    


    DATED
      AS OF NOVEMBER 12, 2008

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 	
               
                Page

            
	
              INDEX
                OF EXHIBITS AND SCHEDULES

            	 	
              iv

            
	 	 	 
	
              RECITALS

            	 	
              1

            
	 	 	 	 
	
              ARTICLE
                I: THE MERGER

            	 	
              1

            
	 	 	 	 
	
              1.1

            	
              The
                Merger

            	 	
              1

            
	 	 	 	 
	
              1.2

            	
              Effective
                Time; Closing

            	 	
              1

            
	 	 	 	 
	
              1.3

            	
              Effect
                of the Merger

            	 	
              2

            
	 	 	 	 
	
              1.4

            	
              Memorandum
                of Association; Articles of Association

            	 	
              2

            
	 	 	 	 
	
              1.5

            	
              Effect
                on COAC Securities

            	 	
              2

            
	 	 	 	 
	
              1.6

            	
              Surrender
                of Certificates

            	 	
              3

            
	 	 	 	 
	
              1.7

            	
              No
                Further Ownership Rights in COAC Stock

            	 	
              4

            
	 	 	 	 
	
              1.8

            	
              Lost,
                Stolen or Destroyed Certificates

            	 	
              4

            
	 	 	 	 
	
              1.9

            	
              Tax
                Consequences

            	 	
              4

            
	 	 	 	 
	
              1.10

            	
              BVICo
                Recapitalization

            	 	
              4

            
	 	 	 	 
	
              1.11

            	
              Escrow

            	 	
              4

            
	 	 	 	 
	
              1.12

            	
              Additional
                Shares

            	 	
              4

            
	 	 	 	 
	
              1.13

            	
              Shares
                Subject to Appraisal Rights

            	 	
              5

            
	 	 	 	 
	
              1.14

            	
              Shareholder
                Matters

            	 	
              6

            
	 	 	 	 
	
              1.15

            	
              Warrant
                Exercise Payment

            	 	
              6

            
	 	 	 	 
	
              1.16

            	
              Lock-Up
                Agreement

            	 	
              6

            
	 	 	 	 
	
              1.17

            	
              Further
                Assurances; Post-Closing Cooperation

            	 	
              6

            
	 	 	 	 
	
              ARTICLE
                II: REPRESENTATIONS AND WARRANTIES REGARDING BVICo

            	 	
              7

            
	 	 	 	 
	
              2.1

            	
              Organization

            	 	
              7

            
	 	 	 	 
	
              2.2

            	
              Subsidiaries

            	 	
              8

            
	 	 	 	 
	
              2.3

            	
              Capitalization

            	 	
              8

            
	 	 	 	 
	
              2.4

            	
              Authority
                Relative to this Agreement

            	 	
              9

            
	 	 	 	 
	
              2.5

            	
              No
                Conflict; Required Filings and Consents

            	 	
              9

            
	 	 	 	 
	
              2.6

            	
              Compliance

            	 	
              9

            
	 	 	 	 
	
              2.7

            	
              Financial
                Statements

            	 	
              10

            
	 	 	 	 
	
              2.8

            	
              No
                Undisclosed Liabilities

            	 	
              10

            
	 	 	 	 
	
              2.9

            	
              Absence
                of Certain Changes or Events

            	 	
              11

            
	 	 	 	 
	
              2.10

            	
              Litigation

            	 	
              11

            
	 	 	 	 
	
              2.11

            	
              [Intentionally
                Omitted.]

            	 	
              11

            
	 	 	 	 
	
              2.12

            	
              [Intentionally
                Omitted.]

            	 	
              11

            
	 	 	 	 
	
              2.13

            	
              Restrictions
                on Business Activities

            	 	
              11

            
	 	 	 	 
	
              2.14

            	
              Property

            	 	
              12

            
	 	 	 	 
	
              2.15

            	
              Taxes

            	 	
              12

            
	 	 	 	 
	
              2.16

            	
              Environmental
                Matters

            	 	
              13

            
	 	 	 	 
	
              2.17

            	
              Brokers;
                Third Party Expenses

            	 	
              13

            
	 	 	 	 
	
              2.18

            	
              Intellectual
                Property

            	 	
              13

            
	 	 	 	 
	
              2.19

            	
              Agreements,
                Contracts and Commitments

            	 	
              14

            
	 	 	 	 
	
              2.20

            	
              Insurance

            	 	
              15
                

            


    


    
      
        
        

      

      
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                Page

            
	
              2.21

            	
              Governmental
                Actions/Filings

            	 	
              15

            
	 	 	 	 
	
              2.22

            	
              Interested
                Party Transactions

            	 	
              16

            
	 	 	 	 
	
              2.23

            	
              Board
                Approval

            	 	
              16

            
	 	 	 	 
	
              2.24

            	
              No
                Illegal or Improper Transactions

            	 	
              16

            
	 	 	 	 
	
              2.25

            	
              Representations
                and Warranties Complete

            	 	
              16

            
	 	 	 	 
	
              2.26

            	
              Survival
                of Representations and Warranties

            	 	
              17

            
	 	 	 	 
	
              ARTICLE
                III: REPRESENTATIONS AND WARRANTIES OF PARENT

            	 	
              17

            
	 	 	 	 
	
              3.1

            	
              Organization
                and Qualification

            	 	
              17

            
	 	 	 	 
	
              3.2

            	
              Subsidiaries

            	 	
              17

            
	 	 	 	 
	
              3.3

            	
              Capitalization

            	 	
              17

            
	 	 	 	 
	
              3.4

            	
              Authority
                Relative to this Agreement

            	 	
              18

            
	 	 	 	 
	
              3.5

            	
              No
                Conflict; Required Filings and Consents

            	 	
              18

            
	 	 	 	 
	
              3.6

            	
              Compliance

            	 	
              19

            
	 	 	 	 
	
              3.7

            	
              SEC
                Filings; Financial Statements

            	 	
              19

            
	 	 	 	 
	
              3.8

            	
              No
                Undisclosed Liabilities

            	 	
              19

            
	 	 	 	 
	
              3.9

            	
              Absence
                of Certain Changes or Events

            	 	
              19

            
	 	 	 	 
	
              3.10

            	
              Litigation

            	 	
              20

            
	 	 	 	 
	
              3.11

            	
              Business
                Activities

            	 	
              20

            
	 	 	 	 
	
              3.12

            	
              Brokers

            	 	
              20

            
	 	 	 	 
	
              3.13

            	
              Indebtedness

            	 	
              20

            
	 	 	 	 
	
              3.14

            	
              Board
                Approval

            	 	
              20

            
	 	 	 	 
	
              3.15

            	
              Trust
                Fund

            	 	
              20

            
	 	 	 	 
	
              3.16

            	
              Representations
                and Warranties Complete

            	 	
              20

            
	 	 	 	 
	
              3.17

            	
              Survival
                of Representations and Warranties

            	 	
              20

            
	 	 	 	 
	
              ARTICLE
                IV: CONDUCT PRIOR TO THE CLOSING

            	 	
              21

            
	 	 	 	 
	
              4.1

            	
              Conduct
                of Business by BVICo, HKCo, Ge Rui and COAC

            	 	
              21

            
	 	 	 	 
	
              ARTICLE
                V: ADDITIONAL AGREEMENTS

            	 	
              23

            
	 	 	 	 
	
              5.1

            	
              Registration
                Statement; Special Meeting; Exchange Act Registration

            	 	
              23

            
	 	 	 	 
	
              5.2

            	
              Directors
                and Officers of BVICo After Merger; Voting Agreement 

            	 	
              24

            
	 	 	 	 
	
              5.3

            	
              HSR
                Act 

            	 	
              24

            
	 	 	 	 
	
              5.4

            	
              Document
                Review 

            	 	
              24

            
	 	 	 	 
	
              5.5

            	
              Required
                Information 

            	 	
              24

            
	 	 	 	 
	
              5.6

            	
              Confidentiality;
                Access to Information 

            	 	
              25

            
	 	 	 	 
	
              5.7

            	
              Public
                Disclosure 

            	 	
              25

            
	 	 	 	 
	
              5.8

            	
               Best
                efforts 

            	 	
              26

            
	 	 	 	 
	
              5.9

            	
              Sale
                Restriction 

            	 	
              26

            
	 	 	 	 
	
              5.10

            	
              Certain
                Claims 

            	 	
              26

            
	 	 	 	 
	
              5.11

            	
              No
                Claim Against Trust Fund 

            	 	
              26

            
	 	 	 	 
	
              5.12

            	
              Disclosure
                of Certain Matters 

            	 	
              27

            
	 	 	 	 
	
              5.13

            	
              Securities
                Listing 

            	 	
              27

            
	 	 	 	 
	
              5.14

            	
              Non-Competition;
                Non-Solicitation; Non-Hire 

            	 	
              27
                

            


    


    
      
        
        

      

      
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                Page

            
	
              5.15

            	
              Exclusivity
                

            	 	
              28

            
	 	 	 	 
	
              5.16

            	
              Charter
                Protections; Directors’ and Officers’ Liability Insurance 

            	 	
              28

            
	 	 	 	 
	
              5.17

            	
              Insider
                Loans; Equity Ownership in Subsidiaries 

            	 	
              29

            
	 	 	 	 
	
              5.18

            	
               Certain
                Financial Information 

            	 	
              29

            
	 	 	 	 
	
              5.19

            	
              Access
                to Financial Information 

            	 	
              29

            
	 	 	 	 
	
              5.20

            	
              COAC
                Borrowings 

            	 	
              29

            
	 	 	 	 
	
              5.21

            	
              Trust
                Fund Disbursement 

            	 	
              29

            
	 	 	 	 
	
              5.22

            	
              Ge
                Rui Chief Financial Officer 

            	 	
              29

            
	 	 	 	 
	
              ARTICLE
                VI: CONDITIONS TO THE TRANSACTION

            	 	
              30

            
	 	 	 	 
	
              6.1

            	
              Conditions
                to Obligations of Each Party to Effect the Merger 

            	 	
              30

            
	 	 	 	 
	
              6.2

            	
              Additional
                Conditions to Obligations of BVICo and the Shareholders 

            	 	
              30

            
	 	 	 	 
	
              6.3

            	
              Additional
                Conditions to the Obligations of COAC 

            	 	
              31

            
	 	 	 	 
	
              ARTICLE
                VII: INDEMNIFICATION

            	 	
              32

            
	 	 	 	 
	
              7.1

            	
              Indemnification
                of BVICo 

            	 	
              32

            
	 	 	 	 
	
              7.2

            	
              Indemnification
                of Third Party Claims 

            	 	
              33

            
	 	 	 	 
	
              7.3

            	
              Insurance
                Effect 

            	 	
              34

            
	 	 	 	 
	
              7.4

            	
              Limitations
                on Indemnification 

            	 	
              34

            
	 	 	 	 
	
              7.5

            	
              Exclusive
                Remedy 

            	 	
              35

            
	 	 	 	 
	
              7.6

            	
              Application
                of Indemnity Escrow Shares 

            	 	
              35

            
	 	 	 	 
	
              ARTICLE
                VIII: TERMINATION

            	 	
              35

            
	 	 	 	 
	
              8.1

            	
              Termination
                

            	 	
              35

            
	 	 	 	 
	
              8.2

            	
              Notice
                of Termination; Effect of Termination 

            	 	
              36

            
	 	 	 	 
	
              8.3

            	
              Fees
                and Expenses 

            	 	
              36

            
	 	 	 	 
	
              ARTICLE
                IX: GENERAL PROVISIONS

            	 	
              36

            
	 	 	 	 
	
              9.1

            	
              Notices
                

            	 	
              36

            
	 	 	 	 
	
              9.2

            	
              Interpretation
                

            	 	
              38

            
	 	 	 	 
	
              9.3

            	
              Counterparts;
                Facsimile Signatures 

            	 	
              39

            
	 	 	 	 
	
              9.4

            	
              English
                Language Version Controls 

            	 	
              39

            
	 	 	 	 
	
              9.5

            	
              Entire
                Agreement; Third Party Beneficiaries 

            	 	
              39

            
	 	 	 	 
	
              9.6

            	
              Severability
                

            	 	
              39

            
	 	 	 	 
	
              9.7

            	
              Other
                Remedies; Specific Performance 

            	 	
              39

            
	 	 	 	 
	
              9.8

            	
              Governing
                Law; Jurisdiction 

            	 	
              39

            
	 	 	 	 
	
              9.9

            	
              Rules
                of Construction 

            	 	
              39

            
	 	 	 	 
	
              9.10

            	
              Assignment
                

            	 	
              40

            
	 	 	 	 
	
              9.11

            	
              Amendment
                

            	 	
              40

            
	 	 	 	 
	
              9.12

            	
              Extension;
                Waiver 

            	 	
              40

            
	 	 	 	 
	
              9.13

            	
              Arbitration
                

            	 	
              40

            
	 	 	 	 
	
              9.14

            	
              Currency
                

            	 	
              40

            


    

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


    INDEX
      OF EXHIBITS AND SCHEDULES

     

    
      	
              Exhibits

            	 	 
	 	
               

            	
               

            
	
              Exhibit A

            	
               

            	
              BVICo
                Memorandum and Articles of Association

            
	
              Exhibit B

            	
               

            	
              BVICo
                Share Ownership

            
	
              Exhibit C

            	
               

            	
              Form
                of Escrow Agreement

            
	
              Exhibit D

            	
               

            	
              Form
                of Lock-Up Agreement

            
	
              Exhibit E

            	
               

            	
              Form
                of Voting Agreement

            
	
              Exhibit F

            	
               

            	
              Form
                of Opinion of Graubard Miller

            
	
              Exhibit G

            	
               

            	
              Form
                of Opinion of PRC counsel to BVICo and
                Shareholders

            


    

    


    
      	
              Schedules

            	 	 
	 	
               

            	
               

            
	
              Schedule 1.12

            	
               

            	
              Distribution
                of Shares Pursuant to Section 1.12

            
	
              Schedule 1.15

            	
               

            	
              Warrant
                Exercise Payments

            
	
              Schedule 1.16

            	
               

            	
              Lock-Up
                Periods

            
	
              Schedule 2

            	
               

            	
              BVICo
                Schedule

            
	
              Schedule 3

            	
               

            	
              COAC
                Schedule

            
	
              Schedule 5.2

            	
               

            	
              Directors
                and Officers of BVICo

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    AGREEMENT
      OF MERGER AND PLAN OF REORGANIZATION

     

    THIS
      AGREEMENT OF MERGER AND PLAN OF REORGANIZATION is made and entered into as
      of
      November 12, 2008, by and among China Opportunity Acquisition Corp., a Delaware
      corporation (“COAC”),
      Golden Green Enterprises Limited, a British Virgin Islands company
      (“BVICo”),
      Wealth Rainbow Development Limited, a Hong Kong corporation (“HKCo”),
      Henan
      Green Complex Materials Co., Ltd, a People’s Republic of China limited liability
      company (“Ge
      Rui”),
      and
      each of the persons listed as “Shareholders” on the signature page hereof, such
      persons being all of the shareholders of BVICo (each a “Shareholder”
and,
      collectively, the “Shareholders”).

    


    RECITALS

    


    A.
      Upon
      the terms and subject to the conditions of this Agreement (as defined in Section
      1.1) and in accordance with the Delaware General Corporation Law (“DGCL”)
      and
      the BVI Business Companies Act, 2004, of the British Virgin Islands
      (“Companies
      Act”)
      and
      other applicable law, COAC and BVICo intend to enter into a business combination
      transaction by means of a merger in which COAC will merge into BVICo and BVICo
      will be the surviving entity.

    


    B.
      The
      Shareholders own all of the outstanding shares of BVICo and HKCo is a wholly
      owned subsidiary of BVICo.

    


    C.
      The
      boards of directors of each of COAC and BVICo have determined that the Merger
      (as defined in Section 1.1) is fair to, and in the best interests of, their
      respective companies and their respective shareholders.

    


    D.
      The
      parties intend, by executing this Agreement, to adopt a plan of reorganization
      within the meaning of Section 368(a)(1)(A) of the United States Internal Revenue
      Code of 1986, as amended (the “Code”),
      and
      the United States Income Tax regulations thereunder.

    


    NOW,
      THEREFORE, in consideration of the covenants, promises and representations
      set
      forth herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties agree as
      follows:

    


    ARTICLE
      I

      

    THE
      MERGER

    


    1.1
      The
      Merger.  At
      the Effective Time (as defined in Section 1.2) and subject to and upon the
      terms
      and conditions of this Agreement and the applicable provisions of the DGCL
      and
      the Companies Act, COAC shall be merged with and into BVICo (the “Merger”),
      the
      separate corporate existence of COAC shall cease and BVICo shall continue as
      the
      surviving corporation. BVICo as the surviving corporation after the Merger
      is
      hereinafter sometimes referred to as the “Surviving
      Corporation.”
The
      term “Agreement”
as
      used
      herein refers to this Agreement of Merger and Plan of Reorganization, as the
      same may be amended from time to time, and all schedules hereto (including
      the
      BVICo Schedule and the COAC Schedule, as defined in the preambles to Articles
      II
      and III hereof, respectively).

    


    1.2
      Effective
      Time; Closing.  Subject
      to the conditions of this Agreement, the parties hereto shall cause the Merger
      to be consummated by (a) filing Articles of Merger (the “Articles
      of Merger”)
      with
      the Registrar of Corporate Affairs of the British Virgin Islands in accordance
      with the applicable provisions of the Companies Act and (b) filing a Certificate
      of Merger (the “Certificate
      of Merger”)
      with
      the Secretary of State of the State of Delaware in accordance with applicable
      provisions of the DGCL (the time of such filing with the Registrar of Corporate
      Affairs of the British Virgin Islands, or such later time as may be agreed
      in
      writing by COAC and BVICo and specified in the Articles of Merger, being the
      “Effective
      Time”)
      as
      soon as practicable on or after the Closing Date (as herein defined). Unless
      this Agreement shall have been terminated pursuant to Section 8.1, the closing
      of the Merger (the “Closing”)
      shall
      take place at the offices of Graubard Miller, counsel to COAC, 405 Lexington
      Avenue, New York, New York 10174-1901 or at such other place as the parties
      mutually agree in writing at a time and date to be specified by the parties,
      which shall be no later than the second business day after the satisfaction
      or
      waiver of the conditions set forth in Article VI, or at such other time, date
      and location as the parties hereto agree in writing (the “Closing
      Date”).
      Closing signatures may be transmitted by facsimile or as an e-mail pdf
      attachment.


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    1.3
      Effect of the Merger.  At
      the Effective Time, the effect of the Merger shall be as provided in this
      Agreement and the applicable provisions of Companies Act and the DGCL. Without
      limiting the generality of the foregoing, and subject thereto, at the Effective
      Time all the property, rights, privileges, powers and franchises of COAC shall
      vest in the Surviving Corporation, and all debts, liabilities and duties of
      COAC
      shall become the debts, liabilities and duties of the Surviving
      Corporation.

    


    1.4
      Memorandum
      of Association; Articles of Association.  At
      the Effective Time, the Memorandum and Articles of Association of BVICo shall
      be
      amended and restated substantially in the form of Exhibit
      A,
      which
      shall be the Memorandum and Articles of Association of the Surviving Corporation
      until thereafter amended as provided by law.

    


    1.5
      Effect
      on COAC Securities.  Subject
      to the terms and conditions of this Agreement, at the Effective Time, by virtue
      of the Merger and this Agreement and without any action on the part of COAC
      or
      the holders of any of the securities of COAC, the following shall
      occur:

    


    (a)
      Conversion
      of COAC Common Stock.  Other
      than any shares to be canceled pursuant to Section 1.5(c), each share of common
      stock, par value $.0001, of COAC (“COAC
      Common Stock”)
      issued
      and outstanding immediately prior to the Effective Time will be automatically
      converted (subject to Section 1.5(e)) into one (1) Ordinary Share of BVICo
      (“BVICo
      Ordinary Shares”).
      The
      numbers of BVICo Ordinary Shares that would otherwise be issuable pursuant
      to
      this Section 1.5(a) to Persons who hold Dissenting Shares (as defined in Section
      1.13(b)) and exercise their appraisal rights pursuant to applicable Delaware
      Law
      shall not be issued to such Persons and shall be canceled.

    


    (b)
      Uncertificated
      COAC Shares.  All
      shares of COAC Common Stock that are not certificated that are converted into
      BVICo Ordinary Shares pursuant to Section 1.5(a) shall be replaced by
      uncertificated BVICo Ordinary Shares on the books and records of COAC’s transfer
      agent and all other entities that maintain records with respect
      thereto.

    


    (c)
      Certificates
      for Shares.  Certificates
      representing the BVICo Ordinary Shares issuable pursuant to Section 1.5(a)
      shall
      be issued to the holders of certificates representing the shares of COAC Common
      Stock (“COAC
      Certificates”)
      upon
      surrender of COAC Certificates in the manner provided in Section 1.6 (or in
      the
      case of a lost, stolen or destroyed certificate, upon delivery of an affidavit
      (and indemnity, if required) in the manner provided in Section
      1.8).

    


    (d)
      Cancellation of Treasury and BVICo-Owned Stock.  Each
      share of COAC Common Stock held by COAC or owned by BVICo or any direct or
      indirect wholly-owned subsidiary of COAC or of BVICo immediately prior to the
      Effective Time shall be canceled and extinguished without any conversion or
      payment in respect thereof.

    


    (e)
      Adjustments
      to Exchange Ratios.  The
      numbers of BVICo Ordinary Shares that the holders of COAC Common Stock are
      entitled to receive as a result of the Merger shall be equitably adjusted to
      reflect appropriately the effect of any stock split, reverse stock split, stock
      dividend (including any dividend or distribution of securities convertible
      into
      BVICo Ordinary Shares or COAC Common Stock), extraordinary cash dividends,
      reorganization, recapitalization, reclassification, combination, exchange of
      shares or other like change with respect to BVICo Ordinary Shares or COAC Common
      Stock occurring on or after the date hereof and prior to the Effective Time
      except that no such adjustment shall be made as a result of the recapitalization
      provided for in Section 1.10.

    


    (f)
      Fractional
      Shares.  No
      fraction of a BVICo Ordinary Share will be issued by virtue of the Merger,
      and
      each holder of shares of COAC Common Stock who would otherwise be entitled
      to a
      fraction of BVICO Ordinary Share (after aggregating all fractional BVICo
      Ordinary Shares that otherwise would be received by such holder) shall, upon
      compliance with Section 1.6, receive from BVICo, in lieu of such fractional
      share, one (1) BVICo Ordinary Share.

    


    (g)
      Conversion
      of COAC Warrants.  Each
      warrant (“COAC
      Warrant”)
      to
      purchase shares of COAC Common Stock issued and outstanding immediately prior
      to
      the Effective Time shall be automatically converted into a warrant
      (“BVICo
      Warrant”)
      to
      purchase the equivalent number of BVICo Ordinary Shares having terms and
      conditions substantially identical in all material respects to the terms and
      conditions pertaining to the COAC Warrants. The BVICo Warrants shall be governed
      by the Warrant Agreement dated March 20, 2007 between COAC and Continental
      Stock
      Transfer & Trust Company (“Continental”),
      as
      Warrant Agent.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (h)
      Conversion
      of COAC Units.  Each
      unit (“COAC
      Unit”)
      consisting of one (1) share of COAC Common Stock and two (2) COAC Warrants
      issued and outstanding immediately prior to the Effective Time shall be
      automatically converted into a unit (“BVICo
      Unit”)
      consisting of one (1) BVICo Ordinary Share and two (2) BVICo
      Warrants.

    


    (i)
      Conversion
      of COAC Unit Purchase Option.  
      The unit purchase option issued by COAC to EarlyBirdCapital, Inc. (the
“COAC
      Unit Purchase Option”)
      to
      purchase six hundred thousand (600,000) COAC Units, if outstanding immediately
      prior to the Effective Time, shall be automatically converted into a unit
      purchase option to purchase six hundred thousand (600,000) BVICo Units having
      terms and conditions substantially identical in all material respects to the
      terms and conditions pertaining to the COAC Unit Purchase Option.

    


    1.6
      Surrender
      of Certificates.

    


    (a)
      Exchange
      Procedures.  Upon
      surrender of COAC Certificates at the Closing, the holders of such COAC
      Certificates shall receive in exchange therefor certificates representing the
      BVICo Ordinary Shares into which their shares of COAC Common Stock shall be
      converted at the Effective Time and COAC Certificates so surrendered shall
      forthwith be canceled. Until so surrendered, outstanding COAC Certificates
      will
      be deemed, from and after the Effective Time, to evidence only the right to
      receive the applicable number of BVICo Ordinary Shares issuable pursuant to
      Section 1.5(a).

    


    (b)
      Distributions
      With Respect to Unexchanged Shares.  No
      dividends or other distributions declared or made after the date of this
      Agreement with respect to BVICo Ordinary Shares with a record date after the
      Effective Time will be paid to the holders of any unsurrendered COAC
      Certificates with respect to the BVICo Ordinary Shares to be issued upon
      surrender thereof until the holders of record of such COAC Certificates shall
      surrender such COAC Certificates. Subject to applicable law, following surrender
      of any such COAC Certificates with a properly completed letter of transmittal,
      BVICo shall promptly deliver to the record holders thereof, without interest,
      the certificates representing BVICo Ordinary Shares issued in exchange therefor
      and the amount of any such dividends or other distributions with a record date
      after the Effective Time theretofore paid with respect to such BVICo Ordinary
      Shares.

    


    (c)
      Transfers
      of Ownership.  If
      certificates representing BVICo Ordinary Shares are to be issued in a name
      other
      than that in which COAC Certificates surrendered in exchange therefor are
      registered, it will be a condition of the issuance thereof that COAC
      Certificates so surrendered will be properly endorsed and otherwise in proper
      form for transfer and that the persons requesting such exchange will have paid
      to BVICo or any agent designated by it any transfer or other taxes required
      by
      reason of the issuance of certificates representing BVICo Ordinary Shares in
      any
      name other than that of the registered holder of COAC Certificates surrendered,
      or established to the satisfaction of BVICo or any agent designated by it that
      such tax has been paid or is not payable.

    


    (d)
      Required
      Withholding.  BVICo
      and the Surviving Corporation shall each be entitled to deduct and withhold
      from
      any consideration payable or otherwise deliverable pursuant to this Agreement
      to
      any holder or former holder of COAC Common Stock such amounts as are required
      to
      be deducted or withheld therefrom under the Code or under any provision of
      state, local or foreign tax law or under any other applicable legal requirement.
      To the extent such amounts are so deducted or withheld, such amounts shall
      be
      treated for all purposes under this Agreement as having been paid to the person
      to whom such amounts would otherwise have been paid.

    


    (e)
      No
      Liability.  Notwithstanding
      anything to the contrary in this Section 1.6, neither BVICo, COAC, the Surviving
      Corporation nor any other party hereto shall be liable to a holder of BVICo
      Ordinary Shares or COAC Common Stock, whether or not certificated, for any
      amount properly paid to a public official pursuant to any applicable abandoned
      property, escheat or similar law.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    1.7
      No
      Further Ownership Rights in COAC Stock.  All
      BVICo Ordinary Shares issued in accordance with the terms hereof shall be deemed
      to have been issued in full satisfaction of all rights pertaining to shares
      of
      COAC Common Stock and there shall be no further registration of transfers on
      the
      records of the Surviving Corporation of shares of COAC Common Stock that were
      outstanding immediately prior to the Effective Time. If, after the Effective
      Time, COAC Certificates are presented to the Surviving Corporation for any
      reason, they shall be canceled and exchanged as provided in this Article
      I.

    


    1.8
      Lost,
      Stolen or Destroyed Certificates.  In
      the event that any COAC Certificates shall have been lost, stolen or destroyed,
      BVICo shall issue in exchange for such lost, stolen or destroyed COAC
      Certificates, upon the making of an affidavit of that fact by the holder
      thereof, the certificates representing the BVICo Ordinary Shares that the shares
      of COAC Common Stock formerly represented by such COAC Certificates were
      converted into and any dividends or distributions payable pursuant to Section
      1.6(b); provided, however, that, as a condition precedent to the issuance of
      such certificates representing BVICo Ordinary Shares and other distributions,
      the owner of such lost, stolen or destroyed COAC Certificates shall indemnify
      BVICo against any claim that may be made against BVICo or the Surviving
      Corporation with respect to COAC Certificates alleged to have been lost, stolen
      or destroyed.

    


    1.9
      Tax
      Consequences.  It
      is intended by the parties hereto that the Merger shall constitute a
      reorganization within the meaning of Section 368(a)(1)(A) of the Code and the
      United States Income Tax Regulations thereunder. The parties hereto adopt this
      Agreement as a “plan of reorganization” within the meaning of the United States
      Income Tax Regulations issued with respect to Section
      368(a)(1)(A).

    


    1.10
      BVICo
      Recapitalization.  On
      or before the Closing Date, BVICo shall recapitalize so that there are thirty
      million (30,000,000) BVICo Ordinary Shares issued and outstanding immediately
      prior to the Closing, owned by the Shareholders as set forth in Exhibit
      B
      under
      the column entitled “Share Ownership on Closing Date.” No other BVICo Ordinary
      Shares shall be outstanding immediately prior to the Closing and, except as
      provided for in this Agreement, there shall be no options, warrants or other
      rights to purchase or otherwise acquire BVICo Ordinary Shares outstanding on
      the
      Closing Date or commitments for any thereof.

    


    1.11
      Escrow.  As
      security for the indemnity obligations set forth in Article VII, at the Closing,
      Oasis Green Investments Limited (“Oasis
      Green”)
      shall
      deposit in escrow three million (3,000,000) of the BVICo Ordinary Shares owned
      by it on the Closing Date (the “Indemnity
      Escrow Shares”),
      all
      in accordance with the terms and conditions of the Escrow Agreement to be
      entered into at the Closing between BVICo, Oasis Green and Continental, as
      Escrow Agent, in the form annexed hereto as Exhibit
      C
      (the
“Escrow
      Agreement”).
      On
      the date (the “Indemnity
      Escrow Termination Date”)
      that
      is the later of (i) thirty (30) days after the date on which BVICo has filed
      its
      Annual Report on Form 10-K pursuant to the United States Securities Exchange
      Act
      of 1934, as amended (“Exchange
      Act”),
      or,
      if BVICo is deemed to be a “foreign private issuer” (as defined in the Exchange
      Act), its Annual Report of Form 20-F pursuant to the Exchange Act (in either
      case, hereinafter referred to as the “Annual
      Report”),
      for
      its 2009 fiscal year or (ii) one year after the Closing Date, the Escrow Agent
      shall release the Indemnity Escrow Shares, less that number of Indemnity Escrow
      Shares applied in satisfaction of or reserved with respect to indemnification
      claims made prior to such date, to Oasis Green. Any Indemnity Escrow Shares
      held
      with respect to any unresolved claim for indemnification and not applied as
      indemnification with respect to such claim upon its resolution shall be
      delivered to Oasis Green promptly upon such resolution.

    


    1.12
      Additional
      Shares.  

    


    (a)
      2009
      Shares.  If,
      for the fiscal year ending December 31, 2009 BVICo has net income after tax
      (“After
      Tax Income”)
      of at
      least Forty Five Million Dollars ($45,000,000.00), BVICo shall issue One Million
      (1,000,000) BVICo Ordinary Shares to the Shareholders as set forth on
Schedule
      1.12.

    


    (b)
      2010
      Shares.  If,
      for the fiscal year of BVICo ending December 31, 2010, BVICo has After Tax
      Income of at least Sixty Million Dollars ($60,000,000.00), BVICo shall issue
      One
      Million (1,000,000) BVICo Ordinary Shares to the Shareholders as set forth
      on
Schedule
      1.12.

    


    (c)
      2011
      Shares.  If,
      for the fiscal year of BVICo ending December 31, 2011, BVICo has After Tax
      Income of at least Eighty Million Dollars ($80,000,000.00), BVICo shall issue
      One Million (1,000,000) BVICo Ordinary Shares to the Shareholders as set forth
      on Schedule
      1.12.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    (d)
      Share
      Adjustments.  The
      number of BVICo Ordinary Shares issuable pursuant to Sections 1.12(a), 1.12(b)
      and 1.12(c) shall be adjusted from time to time as follows:

    


    (i)
      Subdivision;
      Combination.  If
      the outstanding BVICo Ordinary Shares shall be subdivided or reclassified into
      a
      greater number of shares of BVICo Ordinary Shares, the number of BVICo Ordinary
      Shares issuable pursuant to any of Sections 1.12(a), 1.12(b) and 1.12(c) after
      the occurrence of such event shall be equitably and proportionately increased,
      and conversely, in the outstanding BVICo Ordinary Shares shall be combined
      or
      reclassified into a smaller number of BVICo Ordinary Shares, the number of
      BVICo
      Ordinary Shares issuable pursuant to any of Sections 1.12(a), 1.12(b) and
      1.12(c) after the occurrence of such event shall be equitably and
      proportionately reduced.

    


    (ii)
      Other
      Business Combinations.  If
      all outstanding BVICo Ordinary Shares are acquired for, exchanged for or
      converted into securities (other than BVICo Ordinary Shares) or into a
      combination of securities and/or other property in a transaction or series
      of
      related transactions (whether by exchange offer, merger or otherwise), the
      board
      of directors of BVICo shall make an appropriate equitable adjustment in the
      number of BVICo Ordinary Shares issuable pursuant to any of Sections 1.12(a),
      1.12(b) and 1.12(c) after the occurrence of such event, as determined in the
      good faith judgment of the board of directors of BVICo.

    


    (iii)
      General.  Without
      limiting the specificity of any of the foregoing, it is the intent of the
      parties to provide for fair and equitable adjustments to the number of BVICo
      Ordinary Shares to preserve the economic benefits intended to be provided to
      the
      Shareholders under the terms of this Agreement in the event there is any change
      in or conversion of the BVICo Ordinary Shares, including as a result of any
      merger, reorganization, acquisition or other business combination transaction,
      and accordingly, the board of directors of BVICo, as determined in its good
      faith judgment, shall make appropriate equitable adjustments in connection
      therewith.

    


    (e)
      Determination
      of After Tax Income.  After
      Tax Income shall be determined in accordance with United States generally
      accepted accounting principles by the independent accountants serving BVICo
      based on the audited financial statements of BVICo included in the Annual Report
      filed by BVICo for each applicable fiscal year. After Tax Income shall not
      take
      into account revenues or expenses attributable to businesses acquired by BVICo
      in return for equity securities of BVICo.

    


    (f)
      Issuance of Additional Shares.  BVICo
      Ordinary Shares issuable to Oasis Green pursuant to this Section 1.12 shall
      be
      issued by BVICo to Oasis Green within thirty (30) days after the Annual Report
      for the applicable fiscal year has been filed by BVICo.

    


    (g)
      Termination on Disposition.  Upon
      any disposition of Ge Rui by BVICo, whether directly or indirectly, by means
      of
      sale of stock of HKCo or Ge Rui or sale of assets of Ge Rui or merger or
      otherwise, the obligation of BVICo is issue additional Ordinary Shares to Oasis
      Green pursuant to this Section 1.12 shall terminate with respect to all fiscal
      years ending on or after the date of disposition.

    


    1.13
      Shares
      Subject to Appraisal Rights.  

    


    (a)
      Notwithstanding Section 1.5 hereof, Dissenting Shares (as defined in Section
      1.13(b)) shall not be converted into a right to receive BVICo Ordinary Shares.
      The holders thereof shall be entitled only to such rights as are granted by
      the
      DGCL. Each holder of Dissenting Shares who becomes entitled to payment for
      such
      shares pursuant to the DGCL shall receive payment therefor from the Surviving
      Corporation in accordance with the DGCL, provided, however,that (i) if any
      stockholder of COAC who asserts appraisal rights in connection with the Merger
      (a “Dissenter”)
      shall
      have failed to establish his entitlement to such rights as provided in the
      DGCL,
      or (ii) if any such Dissenter shall have effectively withdrawn his demand for
      payment for such shares or waived or lost his right to payment for his shares
      under the appraisal rights process under the DGCL, the shares of COAC Common
      Stock held by such Dissenter shall be treated as if they had been converted,
      as
      of the Effective Time, into a right to receive BVICo Ordinary Shares as provided
      in Section 1.5. COAC shall give BVICo prompt notice of any demands for payment
      received by COAC from a person asserting appraisal rights, and BVICo shall
      have
      the right to participate in all negotiations and proceedings with respect to
      such demands. COAC shall not, except with the prior written consent of BVICo,
      make any payment with respect to, or settle or offer to settle, any such
      demands.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    (b)
      As
      used herein, “Dissenting
      Shares”
means
      any shares of COAC Common Stock held by stockholders of COAC who are entitled
      to
      appraisal rights under the DGCL, and who have properly exercised, perfected
      and
      not subsequently withdrawn or lost or waived their rights to demand payment
      with
      respect to those shares in accordance with the DGCL.

    


    1.14
      Shareholder
      Matters.  

    


    (a)
      Each
      Shareholder, for himself, herself or itself only, represents, warrants and
      acknowledges as follows:

    


    (i)
      such
      Shareholder has had both the opportunity to ask questions and receive answers
      from the officers and directors of COAC and BVICo and all persons acting on
      their behalf concerning the business and operations of COAC and BVICo and to
      obtain any additional information to the extent COAC or BVICo possesses or
      may
      possess such information or can acquire it without unreasonable effort or
      expense necessary to verify the accuracy of such information;

    


    (ii)
      such
      Shareholder has had access to the COAC SEC Reports (as defined in Section 3.7)
      filed prior to the date of this Agreement;

    


    (iii)
      the
      execution and delivery of this Agreement by such Shareholder does not, and
      the
      performance of such Shareholder’s obligations hereunder will not, require any
      consent, approval, authorization or permit of, or filing with or notification
      to, any court, administrative agency, commission, governmental or regulatory
      authority, domestic or foreign (a “Governmental
      Entity”),
      except (A) for applicable requirements, if any, of the United States Securities
      Act of 1933, as amended (the “Securities
      Act”),
      the
      Exchange Act, United States state securities laws (“Blue
      Sky Laws”),
      and
      the rules and regulations thereunder, and (B) where the failure to obtain such
      consents, approvals, authorizations or permits, or to make such filings or
      notifications, would not, individually or in the aggregate, reasonably be
      expected to have a Material Adverse Effect (as defined in Section 9.2(a)) on
      such Shareholder, BVICo, HKCo or Ge Rui or prevent consummation of the Merger
      or
      otherwise prevent the parties hereto from performing their obligations under
      this Agreement.

    


    (b)
      Each
      Shareholder that is an entity, for itself, represents, warrants and
      acknowledges, with respect to each holder of its equity interests, to the same
      effect as the provisions of Section 1.14(a).

    


    1.15
      Warrant Exercise Payment.  Upon
      the exercise of at least 75% of the BVICo Warrants at an exercise price not
      less
      than the exercise price in effect on the Closing Date, BVICo shall pay to the
      Shareholders the amounts as set forth on Schedule
      1.15.

    


    1.16
      Lock-Up Agreement.  At
      the Closing, the Shareholders and each Person (as defined in Section 9.2(c))
      who
      was a stockholder of COAC prior to COAC’s initial public offering (“COAC
      Insiders”)
      shall
      execute a Lock-Up Agreement substantially in the form of Exhibit
      D
      providing that they shall not sell or otherwise dispose of any BVICo Ordinary
      Shares they owned immediately prior to the Effective Time or they receive in
      the
      Merger, as the case may be, during the period following the Closing Date that
      is
      specified next to such Person’s name in Schedule
      1.16;
      provided that such Lock-Up Agreement shall not apply to BVICo Ordinary Shares
      received by any COAC Insider in exchange for shares of COAC Common Stock that
      were originally issued in COAC’s initial public offering.

    


    1.17
      Assignment of Rights.  HKCo
      hereby assigns, conveys and transfers to BVICo all of HKCo’s rights pursuant to
      the Equity Transfer Agreement of Henan Green Complex Materials Co., Ltd. dated
      August 10, 2008 entered into among Lu Mingwang and twelve other shareholders
      as
      one party, HKCo and Ge Rui, including without limitation HKCo’s rights to
      indemnification pursuant to such agreement and the enforcement
      thereof.

    


    1.18
      Further Assurances; Post-Closing Cooperation.  Subject
      to the terms and conditions of this Agreement, at any time or from time to
      time
      after the Closing, each of the parties shall execute and deliver such
other
      documents and instruments, provide such materials and information and take
      such
      other actions as may reasonably be necessary, proper or advisable, to the extent
      permitted by law, to fulfill its obligations under this Agreement and the other
      documents relating to the transactions contemplated by this Agreement to which
      it is a party.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    ARTICLE
      II

    


    REPRESENTATIONS
      AND WARRANTIES REGARDING BVICo

    


    Subject
      to the exceptions set forth in Schedule
      2
      (the
“BVICo
      Schedule”)
      and
      the opinion of Jingtian & Congcheng dated the date of this Agreement and
      delivered to COAC (the “PRC
      Counsel Signing Opinion”),
      BVICo, HKCo, Ge Rui and Oasis Green hereby represent and warrant to, and
      covenant with, COAC as follows:

    


    2.1
      Organization.

    


    (a)
      BVICo
      is a corporation duly incorporated, validly existing and in good standing under
      the laws of the British Virgin Islands and has the requisite corporate power
      and
      authority to own, lease and operate its assets and properties and to carry
      on
      its business as it is now being or currently planned to be conducted. BVICo
      is
      not engaged in any business operations and its only activity is being the holder
      of all of the outstanding capital stock of HKCo. BVICo has no liabilities and
      its only asset is all of the outstanding capital stock of HKCo. Complete and
      correct copies of the memorandum and articles of association (or other
      comparable governing instruments with different names) (collectively referred
      to
      herein as “Charter
      Documents”)
      of
      BVICo, as amended and currently in effect, have been heretofore made available
      to COAC or COAC’s counsel. BVICo is not in violation of any of the provisions of
      its Charter Documents.

    


    (b)
      HKCo
      is a corporation duly incorporated, validly existing and in good standing under
      the laws of Hong Kong and has the requisite corporate power and authority to
      own, lease and operate its assets and properties and to carry on its business
      as
      it is now being or currently planned to be conducted. HKCo is not engaged in
      any
      business operations and its only activity is being the holder of all of the
      registered capital of Ge Rui. HKCo has no liabilities and its only asset is
      all
      of the registered capital of Ge Rui. Complete and correct copies of the Charter
      Documents of HKCo, as amended and currently in effect, have been heretofore
      made
      available to COAC or COAC’s counsel. HKCo is not in violation of any of the
      provisions of its Charter Documents.

    


    (c)
      Ge
      Rui is a limited liability company, duly organized, validly existing and in
      good
      standing under the laws of the Peoples Republic of China (“PRC”)
      and
      has the requisite power and authority to own, lease and operate its assets
      and
      properties and to carry on its business as it is now being or currently planned
      by Ge Rui to be conducted. Ge Rui is in possession of all franchises, grants,
      authorizations, licenses, permits, easements, consents, certificates, approvals
      and orders (“Approvals”)
      necessary to own, lease and operate the properties it purports to own, operate
      or lease and to carry on its business as it is now being or currently planned
      to
      be conducted, except where the failure to have such Approvals could not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect on Ge Rui. Complete and correct copies of the articles of
      association (or other comparable governing instruments with different names)
      of
      Ge Rui, as amended and currently in effect, have been heretofore made available
      to COAC or COAC’s counsel. Ge Rui is not in violation of any of the provisions
      of its Charter Documents.

    


    (d)
      The
      minute books of BVICo, HKCo and Ge Rui contain true, complete and accurate
      records of all meetings and consents in lieu of meetings of its board of
      directors (and any committees thereof), similar governing bodies and
      shareholders (“Corporate
      Records”)
      since
      the times of their respective incorporations. Copies of such Corporate Records
      have been made available to COAC or COAC’s counsel.

    


    (e)
      The
      stock transfer, warrant and option transfer and ownership records of BVICo,
      HKCo
      and Ge Rui contain true, complete and accurate records of the securities
      ownership as of the date of such records and the transfers involving the capital
      stock, shares and other securities of such corporations since the times of
      their
      respective incorporations. Copies of such records have been made available
      to
      COAC or COAC’s counsel.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    2.2
      Subsidiaries.  BVICo
      has no direct or indirect subsidiaries other than HKCo and Ge Rui. HKCo has
      no
      direct or indirect subsidiaries other than Ge Rui. Ge Rui has no direct or
      indirect subsidiaries or participations in joint ventures or other entities
      and
      does not own, directly or indirectly, any ownership, equity, profits or voting
      interest in any Person or has any agreement or commitment to purchase any such
      interest, and has not agreed and is not obligated to make nor is bound by any
      written, oral or other agreement, contract, subcontract, lease, binding
      understanding, instrument, note, option, warranty, purchase order, license,
      sublicense, insurance policy, benefit plan, commitment or undertaking of any
      nature, as of the date hereof or as may hereafter be in effect under which
      it
      may become obligated to make, any future investment in or capital contribution
      to any other entity.

    


    2.3
      Capitalization.  

    


    (a)
      The
      authorized shares of BVICo consists of 50,000 Ordinary Shares, par value $1.00,
      of which 100 shares are issued and outstanding as of the date of this Agreement
      and all of which are validly issued, fully paid and nonassessable. Other than
      BVICo Ordinary Shares, BVICo has no class or series of securities authorized
      by
      its Charter Documents. Exhibit B contains a list of all of the shareholders
      of
      BVICo (who constitute all of the Shareholders) and the number of BVICo Ordinary
      Shares owned by each shareholder on the date of this Agreement. No BVICo
      Ordinary Shares are reserved for issuance upon the exercise of outstanding
      options, warrants or other securities to purchase BVICo Ordinary Shares. All
      outstanding BVICo Ordinary Shares have been issued and granted in compliance
      with (x) all applicable securities laws and (in all material respects) other
      applicable laws and regulations, and (y) all requirements set forth in any
      applicable contracts to which BVICo is a party.

    


    (b)
      Except as contemplated by this Agreement, there are no subscriptions, options,
      warrants, equity securities, partnership interests or similar ownership
      interests, calls, rights (including preemptive rights), commitments or
      agreements of any character to which BVICo is a party or by which it is bound
      obligating BVICo to issue, deliver or sell, or cause to be issued, delivered
      or
      sold, or repurchase, redeem or otherwise acquire, or cause the repurchase,
      redemption or acquisition of, any shares of capital stock, partnership interests
      or similar ownership interests or obligating BVICo to grant, extend, accelerate
      the vesting of or enter into any such subscription, option, warrant, equity
      security, call, right, commitment or agreement.

    


    (c)
      Except as contemplated by this Agreement, there are no registration rights,
      and
      there is no voting trust, proxy, rights plan, antitakeover plan or other
      agreement or understanding to which BVICo is a party or by which BVICo is bound
      with respect to any equity security of any class of BVICo.

    


    (d)
      No
      outstanding BVICo Ordinary Shares are unvested or subjected to a repurchase
      option, risk of forfeiture or other condition under any applicable agreement
      to
      which BVICo is a party or by which it is bound.

    


    (e)
      The
      registered capital of Ge Rui is RMB26 million (an equivalent of approximately
      US$3,808,017). HKCo owns all of the registered capital of Ge Rui, free and
      clear
      of all Liens. There are no outstanding options, warrants or other rights to
      purchase securities of Ge Rui.

    


    (f)
      The
      authorized capital of HKCo is 10,000 shares, HK$1.00, of which two shares are
      issued and outstanding and are owned by BVICo. There are no outstanding options,
      warrants or other rights to purchase securities of HKCo. All outstanding shares
      of capital stock of HKCo have been issued and granted in compliance with (x)
      all
      applicable securities laws and (in all material respects) other applicable
      laws
      and regulations, and (y) all requirements set forth in any applicable contracts
      to which HKCo is a party.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    2.4
      Authority
      Relative to this Agreement.  Each
      of BVICo, HKCo and Ge Rui has all necessary corporate power and authority to
      execute and deliver this Agreement and to perform its obligations hereunder
      and,
      to consummate the transactions contemplated hereby (including the Merger).
      The
      execution and delivery of this Agreement and the consummation by each of BVICo,
      HKCo and Ge Rui of the transactions contemplated hereby (including the Merger)
      have been duly and validly authorized by all necessary corporate action on
      the
      part of each of BVICo, HKCo and Ge Rui (including the approval by its board
      of
      directors and shareholders, subject in all cases to the satisfaction of the
      terms and conditions of this Agreement, including the conditions set forth
      in
      Article VI), and no other corporate proceedings on the part of any of BVICo,
      HKCo or Ge Rui or any of their respective shareholders are necessary to
      authorize this Agreement or to consummate the transactions contemplated hereby
      pursuant to applicable law and the terms and conditions of this Agreement.
      This
      Agreement has been duly and validly executed and delivered by each of BVICo,
      HKCo and Ge Rui and, assuming the due authorization, execution and delivery
      thereof by the other parties hereto other than the Shareholders, constitutes the
      legal and binding obligation of each of BVICo, HKCo and Ge Rui enforceable
      against each of BVICo, HKCo and Ge Rui in accordance with its terms, except
      as
      may be limited by bankruptcy, insolvency, reorganization or other similar laws
      affecting the enforcement of creditors’ rights generally and by general
      principles of equity.

    


    2.5
      No
      Conflict; Required Filings and Consents.

    


    (a)
      The
      execution and delivery of this Agreement by each of BVICo, HKCo and Ge Rui
      does
      not, and the performance of this Agreement by each of BVICo, HKCo and Ge Rui
      shall not, (i) conflict with or violate the Charter Documents of each of BVICo,
      HKCo and Ge Rui, (ii) conflict with or violate any Legal Requirements (as
      defined in Section 9.2(c)), (iii) result in any breach of or constitute a
      default (or an event that with notice or lapse of time or both would become
      a
      default) under, or materially impair the rights of any of BVICo, HKCo and Ge
      Rui
      or alter the rights or obligations of any third party under, or give to others
      any rights of termination, amendment, acceleration or cancellation of, or result
      in the creation of a lien or encumbrance on any of their properties or assets
      pursuant to, any Company Contracts (as defined in Section 2.19(a)) or contract
      to which BVICo, HKCo or Ge Rui is a party or by which it is bound or (iv) result
      in the triggering, acceleration or increase of any payment to any Person
      pursuant to any Company Contract, including any “change in control” or similar
      provision of any Company Contract, or contract to which BVICo, HKCo or Ge Rui
      is
      a party or by which it is bound except, with respect to clauses (ii), (iii)
      or
      (iv), for any such conflicts, violations, breaches, defaults, triggerings,
      accelerations, increases or other occurrences that would not, individually
      and
      in the aggregate, have a Material Adverse Effect on any of BVICo, HKCo or Ge
      Rui.

    


    (b)
      The
      execution and delivery of this Agreement by each of BVICo, HKCo and Ge Rui
      does
      not, and the performance of their respective obligations hereunder will not,
      require any consent, approval, authorization or permit of, or filing with or
      notification to, any Governmental Entity or other third party (including,
      without limitation, lenders and lessors), except (i) the filing of the Articles
      of Merger with the Registrar of Corporate Affairs in the British Virgin Islands,
      (ii) for applicable requirements, if any, of the Securities Act, the Exchange
      Act or Blue Sky Laws, and the rules and regulations thereunder, and appropriate
      documents received from or filed with the relevant authorities where each of
      BVICo, HKCo and Ge Rui is licensed or qualified to do business, (iii) for the
      filing of any notifications required under the Hart-Scott-Rodino Antitrust
      Improvements Act of 1976, as amended (the “HSR
      Act”),
      and
      the expiration of the required waiting period thereunder, (iv) the consents,
      approvals, authorizations and permits described in Schedule
      2.5,
      all of
      which have been obtained and are in full force and effect, and (v) where the
      failure to obtain such consents, approvals, authorizations or permits, or to
      make such filings or notifications, would not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect on any of BVICo, HKCo
      or Ge Rui or prevent consummation of the Merger or otherwise prevent the parties
      hereto from performing their obligations under this Agreement.

    


    2.6
      Compliance.  Each
      of BVICo, HKCo and Ge Rui has complied with and is not in violation of any
      Legal
      Requirements with respect to the conduct of its business, or the ownership
      or
      operation of its business, except for failures to comply or violations which,
      individually or in the aggregate, have not had and are not reasonably likely
      to
      have a Material Adverse Effect on HKCo or Ge Rui. The businesses and activities
      of BVICo, HKCo and Ge Rui have not been and are not being conducted in violation
      of any Legal Requirements. Neither BVICo, HKCo nor Ge Rui is in default or
      violation of any term, condition or provision of any applicable Charter
      Documents. No written notice of non-compliance with any Legal Requirements
      has
      been received by BVICo, HKCo or Ge Rui (and neither BVICo, HKCo nor Ge Rui
      has
      any knowledge of any such notice delivered to any other Person). Ge Rui is
      not
      in violation of any term of any Company Contract, except for failures to comply
      or violations which, individually or in the aggregate, have not had and are
      not
      reasonably likely to have a Material Adverse Effect on BVICo, HKCo or Ge
      Rui.


    
      
        
        

      

      
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    2.7
      Financial Statements.  

    


    (a)
      BVICo
      has provided to COAC a correct and complete copy of the audited financial
      statements (including any related notes thereto) of Ge Rui for the fiscal years
      endedDecember 31, 2007, December 31, 2006 and December 31, 2005 (the
“Audited
      Financial Statements”).
      The
      Audited Financial Statements were prepared in accordance with the published
      rules and regulations of all applicable Governmental Entities and United States
      generally accepted accounting principles (“U.S.
      GAAP”)
      applied on a consistent basis throughout the periods involved (except as may
      be
      indicated in the notes thereto) and each fairly presents in all material
      respects the financial position of Ge Rui at the respective dates thereof and
      the results of their operations and cash flows for the periods
      indicated.

    


    (b)
      Ge
      Rui has provided to COAC a correct and complete copy of the unaudited financial
      statements of Ge Rui for the six month period ended June 30, 2008 (including
      any
      notes related thereto) (the “Unaudited
      Financial Statements”).
      The
      Unaudited Financial Statements comply as to form in all material respects,
      and
      were prepared in accordance, with the published rules and regulations of all
      applicable Governmental Entities and U.S. GAAP applied on a consistent basis
      throughout the periods involved and in a manner consistent with the preparation
      of the Audited Financial Statements, and fairly present in all material respects
      the financial position of Ge Rui at the date thereof and the results of its
      operations and cash flows for the period indicated, except that such statements
      are subject to normal audit adjustments that are not expected to have a Material
      Adverse Effect on Ge Rui.

    


    (c)
      The
      books of account, minute books, stock certificate books and stock transfer
      ledgers and other similar books and records of Ge Rui have been maintained
      in
      accordance with good business practice, are complete and correct in all material
      respects and there have been no material transactions that are required to
      be
      set forth therein and which have not been so set forth.

    


    (d)
      Except as otherwise noted in the Audited Financial Statements or the Unaudited
      Financial Statements, the accounts and notes receivable of Ge Rui reflected
      on
      the balance sheets included in the Audited Financial Statements and the
      Unaudited Financial Statements: (i) arose from bona fide sales transactions
      in
      the ordinary course of business and are payable on ordinary trade terms, (ii)
      are legal, valid and binding obligations of the respective debtors enforceable
      in accordance with their terms, except as such may be limited by bankruptcy,
      insolvency, reorganization, or other similar laws affecting creditors’ rights
      generally, and by general equitable principles, (iii) are not subject to any
      valid set-off or counterclaim except to the extent set forth in such balance
      sheet contained therein, (iv) are collectible in the ordinary course of business
      consistent with past practice in the aggregate recorded amounts thereof, net
      of
      any applicable reserve reflected in such balance sheet referenced above, and
      (v)
      are not the subject of any actions or proceedings brought by or on behalf of
      Ge
      Rui.

    


    2.8
      No
      Undisclosed Liabilities.  Ge
      Rui has no liabilities (absolute, accrued, contingent or otherwise) of a nature
      required to be disclosed on a balance sheet or in the related notes to financial
      statements that are, individually or in the aggregate, material to the business,
      results of operations or financial condition of Ge Rui, except: (i) liabilities
      provided for in or otherwise disclosed in the interim balance sheet included
      in
      the Unaudited Financial Statements or in the notes to the Audited Financial
      Statements, and (ii) such liabilities arising in the ordinary course of Ge
      Rui’s
      business since December 31, 2007, none of which, individually or in the
      aggregate, would have a Material Adverse Effect on Ge Rui.

    


    
      
         

      

      
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    2.9
      Absence
      of Certain Changes or Events.  Except
      as set forth in the Unaudited Financial Statements or in Schedule
      2.9,
      since
      December 31, 2007, there has not been: (i) any Material Adverse Effect on BVICo,
      HKCo or Ge Rui, (ii) any declaration, setting aside or payment of any dividend
      on, or other distribution (whether in cash, stock or property) in respect of,
      any of BVICo’s, HKCo’s or Ge Rui’s stock, or any purchase, redemption or other
      acquisition by BVICo, HKCo or Ge Rui of any of BVICo’s, HKCo’s or Ge Rui’s
      capital stock or any other securities of BVICo, HKCo or Ge Rui or any options,
      warrants, calls or rights to acquire any such shares or other securities, (iii)
      any split, combination or reclassification of any of BVICo’s, HKCo’s
      or Ge Rui’s capital stock, (iv) any granting by Ge Rui of any increase in
      compensation or fringe benefits, except for normal increases of cash
      compensation in the ordinary course of business consistent with past practice,
      or any payment by Ge Rui of any bonus, except for bonuses made in the ordinary
      course of business consistent with past practice, or any granting by Ge Rui
      of
      any increase in severance or termination pay or any entry by Ge Rui into any
      currently effective employment, severance, termination or indemnification
      agreement or any agreement the benefits of which are contingent or the terms
      of
      which are materially altered upon the occurrence of a transaction involving
      Ge
      Rui of the nature contemplated hereby, (v) entry by Ge Rui into any licensing
      or
      other agreement with regard to the acquisition or disposition of any
      Intellectual Property (as defined in Section 2.18) other than licenses in the
      ordinary course of business consistent with past practice or any amendment
      or
      consent with respect to any licensing agreement filed or required to be filed
      by
      Ge Rui with respect to any Governmental Entity, (vi) any material change by
      BVICo, HKCo or Ge Rui in its accounting methods, principles or practices, (vii)
      any change in the auditors of BVICo, HKCo or Ge Rui, (viii) any issuance of
      capital stock of BVICo, HKCo or Ge Rui, (ix) any revaluation by BVICo, HKCo
      or
      Ge Rui of any of its assets, including, without limitation, writing down the
      value of capitalized inventory or writing off notes or accounts receivable
      or
      any sale of assets of BVICo, HKCo or Ge Rui other than in the ordinary course
      of
      business, or (x) any agreement, whether written or oral, to do any of the
      foregoing.

    


    2.10
      Litigation.  There
      are no claims, suits, actions or proceedings pending or, to the knowledge of
      BVICo and the Shareholders, threatened against BVICo, HKCo or Ge Rui before
      any
      court, governmental department, commission, agency, instrumentality or
      authority, or any arbitrator.

    


    2.11
      [Intentionally Omitted.]

    


    2.12
      [Intentionally Omitted.]

    


    2.13
      Restrictions on Business Activities.  There
      is no agreement, commitment, judgment, injunction, order or decree binding
      upon
      any of BVICo, HKCo and Ge Rui or their respective assets or to which any of
      them
      is a party which has or could reasonably be expected to have the effect of
      prohibiting or materially impairing any business practice of any of BVICo,
      HKCo
      and Ge Rui, any acquisition of property by each of BVICo, HKCo and Ge Rui or
      the
      conduct of business by each of BVICo, HKCo and Ge Rui as currently conducted
      other than such effects, individually or in the aggregate, which have not had
      and could not reasonably be expected to have a Material Adverse Effect on any
      of
      BVICo, HKCo and Ge Rui.

    


    2.14
      Property.  

    


    (a)
      Neither BVICo nor HKCo owns, leases or occupies any real property. All real
      property owned by Ge Rui (including improvements and fixtures thereon, easements
      and rights of way) is shown or reflected on the balance sheet of Ge Rui included
      in the Unaudited Financial Statements. Ge Rui has good, legal and marketable
      title to the real property owned by it, and except as set forth in the Audited
      Financial Statements or on Schedule
      2.14(a)
      hereto,
      all of such real property is held free and clear of (i) all leases, licenses
      and
      other rights to occupy or use such real property and (ii) all Liens, rights
      of
      way, easements, restrictions, exceptions, variances, reservations, covenants
      or
      other title defects or limitations of any kind, other than liens for taxes
      not
      yet due and payable and such liens or other imperfections of title, if any,
      as
      do not materially detract from the value of or materially interfere with the
      present use of the property affected thereby. Schedule
      2.14(a)
      hereto
      also contains a list of all options or other contracts under which Ge Rui has
      a
      right to acquire or the obligation to sell any interest in real property. Ge
      Rui
      neither owns, nor has any other interest in, real property located in the United
      States.

    


    (b)
      All
      leases of real property held by Ge Rui, and all personal property and other
      property and assets of Ge Rui owned, used or held for use in connection with
      the
      business of Ge Rui (the “Personal
      Property”)
      are
      shown or reflected on the balance sheet included in the Audited Financial
      Statements or the Unaudited Financial Statements, to the extent required by
      IFRS, as of the dates of such Audited Financial Statements and Unaudited
      Financial Statements, other than those entered into or acquired on or after
      the
      date of the Unaudited Financial Statements in the ordinary course of business.
      Schedule
      2.14(b)
      contains
      a list of all leases of real property and Personal Property held by Ge Rui.
      Ge
      Rui has good and marketable title to the Personal Property owned by it, and
      all
      such Personal Property is in each case held free and clear of all Liens, except
      for Liens disclosed in the Audited Financial Statements or in Schedule


    
      
        
        

      

      
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    2.14(b),
      none of
      which Liens is reasonably expected to have, individually or in the aggregate,
      a
      Material Adverse Effect on such property or on the present or contemplated
      use
      of such property in the businesses of Ge Rui.

    


    (c)
      All
      leases pursuant to which Ge Rui leases from others material real property or
      Personal Property are valid and effective in accordance with their respective
      terms, and there is not, under any of such leases, any existing material default
      or event of default of Ge Rui or, to the knowledge of BVICo and the
      Shareholders, any other party (or any event which with notice or lapse of time,
      or both, would constitute a material default), except where the lack of such
      validity and effectiveness or the existence of such default or event of default
      could not reasonably be expected to have a Material Adverse Effect on Ge
      Rui.

    


    (d)
      Ge
      Rui is in possession of, or has valid and effective rights to, all properties,
      assets and rights (including Intellectual Property) required, in all material
      respects for the effective conduct of its business, as it is currently operated
      and expected to be operated in the future, in the ordinary course.

    


    2.15
      Taxes.  

    


    (a)
      Definition
      of Taxes.  For
      the purposes of this Agreement, “Tax”
or
      “Taxes”
refers
      to any and all British Virgin Islands (“BVI”),
      Hong
      Kong, PRC, national and local taxes, including, without limitation, gross
      receipts, income, profits, sales, use, occupation, value added, ad valorem,
      transfer, franchise, withholding, payroll, recapture, employment, excise and
      property taxes, assessments, governmental charges and duties together with
      all
      interest, penalties and additions imposed with respect to any such amounts
      and
      any obligations under any agreements or arrangements with any other Person
      with
      respect to any such amounts and including any liability of a predecessor entity
      for any such amounts.

    


    (b)
      Tax
      Returns and Audits.  

    


    (i)
      BVICo, HKCo and Ge Rui each has timely filed all BVI, Hong Kong, PRC, national
      and local returns, estimates, information statements and reports relating to
      Taxes (“Returns”)
      required to be filed by them with any Tax authority prior to the date hereof,
      except such Returns that are not material to BVICo, HKCo or Ge Rui. All such
      Returns are true, correct and complete in all material respects. Each of BVICo,
      HKCo and Ge Rui has paid all Taxes shown to be due and payable on such
      Returns.

    


    (ii)
      All
      Taxes that BVICo, HKCo or Ge Rui is required by law to withhold or collect
      have
      been duly withheld or collected, and have been timely paid over to the proper
      governmental authorities to the extent due and payable.

    


    (iii)
      Neither BVICo, HKCo nor Ge Rui has been delinquent in the payment of any Tax
      nor
      is there any Tax deficiency outstanding, proposed or assessed against it, nor
      has BVICo, HKCo or Ge Rui executed any unexpired waiver of any statute of
      limitations on or extending the period for the assessment or collection of
      any
      Tax. Each of BVICo, HKCo and Ge Rui has complied with all Legal Requirements
      with respect to payments made to third parties and the withholding of any
      payment of withheld Taxes and has timely withheld from employee wages and other
      payments and timely paid over in full to the proper taxing authorities all
      amounts required to be so withheld and paid over for all periods.

    


    (iv)
      To
      the knowledge of BVICo and Oasis Green, no audit or other examination of any
      Return of BVICo, HKCo or Ge Rui by any Tax authority is presently in progress,
      nor has BVICo, HKCo or Ge Rui been notified of any request for such an audit
      or
      other examination.

    


    (v)
      No
      adjustment relating to any Returns filed by BVICo, HKCo or Ge Rui has been
      proposed in writing, formally or informally, by any Tax authority to BVICo,
      HKCo
      or Ge Rui or any representative thereof.

    


    (vi)
      Neither BVICo, HKCo nor Ge Rui has any liability for any unpaid Taxes that
      have
      not been accrued for or reserved on the balance sheets included in the Audited
      Financial Statements or the Unaudited Financial Statements, whether asserted
      or
      unasserted, contingent or otherwise, other than any liability for unpaid Taxes
      that may have accrued since the end of the most recent fiscal year in connection
      with the operation of the business of Ge Rui in the ordinary course of
      business.


    
      
        
        

      

      
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    2.16
      Environmental Matters.  

    


    (a)
      Except for such matters that, individually or in the aggregate, are not
      reasonably likely to have a Material Adverse Effect: (i) Ge Rui has complied
      with all applicable Environmental Laws (as defined below); (ii) the properties
      currently operated or being constructed by Ge Rui (including soils, groundwater,
      surface water, air, buildings or other structures) are not contaminated with
      any
      Hazardous Substances (as defined below); (iii) the properties formerly owned,
      operated or constructed by Ge Rui were not contaminated with Hazardous
      Substances during the period of ownership, operation or construction by Ge
      Rui
      or, to Ge Rui’s knowledge, during any prior period; (iv) Ge Rui is not subject
      to liability for any Hazardous Substance disposal or contamination on any third
      party or public property (whether above, on or below ground or in the atmosphere
      or water); (v) Ge Rui has not been associated with any release or threat of
      release of any Hazardous Substance; (vi) Ge Rui has not received any notice,
      demand, letter, claim or request for information alleging that Ge Rui may be
      in
      violation of or liable under any Environmental Law; and (vii) Ge Rui is not
      subject to any orders, decrees, injunctions or other arrangements with any
      Governmental Entity or subject to any indemnity or other agreement with any
      third party relating to liability under any Environmental Law or relating to
      Hazardous Substances.

    


    (b)
      As
      used in this Agreement, the term “Environmental
      Law”
means
      any national or local law, regulation, order, decree, permit, authorization,
      opinion, common law or agency requirement of the PRC or any other jurisdiction
      to which Ge Rui is subject relating to: (A) the protection, investigation or
      restoration of the environment, health and safety, or natural resources; (B)
      the
      handling, use, presence, disposal, release or threatened release of any
      Hazardous Substance or (C) noise, odor, wetlands, pollution, contamination
      or
      any injury or threat of injury to persons or property.

    


    (c)
      As
      used in this Agreement, the term “Hazardous
      Substance”
means
      any substance that is: (i) listed, classified or regulated pursuant to any
      Environmental Law; (ii) any petroleum product or by-product, asbestos-containing
      material, lead-containing paint or plumbing, polychlorinated biphenyls,
      radioactive materials or radon; or (iii) any other substance which is the
      subject of regulatory action by any Governmental Entity pursuant to any
      Environmental Law.

    


    2.17
      Brokers;
      Third Party Expenses.  Neither
      BVICo nor, to the knowledge of BVICo and Oasis Green, any Shareholder has
      incurred, nor will BVICo, HKCo, Ge Rui nor any Shareholder incur, directly
      or
      indirectly, any liability for brokerage, finders’ fees, agent’s commissions or
      any similar charges in connection with this Agreement or any transactions
      contemplated hereby. Except as contemplated by this Agreement, no shares of
      capital stock, options, warrants or other securities of any of BVICo, HKCo,
      Ge
      Rui, or COAC are issuable or payable to any third party by BVICo, HKCo or Ge
      Rui
      or, to the knowledge of BVICo and Oasis Green, any Shareholder as a result
      of
      the Merger.

    


    2.18
      Intellectual
      Property.  

    


    (a)
      Schedule
      2.18
      contains
      a description of all material Intellectual Property of Ge Rui. HKCo neither
      owns
      nor licenses (as licensor or licensee) any Intellectual Property. For the
      purposes of this Agreement, “Intellectual
      Property”
means
      any or all of the following and all worldwide common law and statutory rights
      in, arising out of, or associated therewith: (i) patents and applications
      therefor and all reissues, divisions, renewals, extensions, provisionals,
      continuations and continuations-in-part thereof; (ii) inventions (whether
      patentable or not), invention disclosures, improvements, trade secrets,
      proprietary information, know how, technology, technical data and customer
      lists, and all documentation relating to any of the foregoing; (iii) copyrights,
      copyrights registrations and applications therefor, and all other rights
      corresponding thereto throughout the world; (iv) software and software programs;
      (v) domain names, uniform resource locators and other names and locators
      associated with the Internet (vi) industrial designs and any registrations
      and
      applications therefor; (vii) trade names, logos, common law trademarks and
      service marks, trademark and service mark registrations and applications
      therefor; (viii) all databases and data collections and all rights therein;
      (ix)
      all moral and economic rights of authors and inventors, however denominated,
      and
      (x) any similar or equivalent rights to any of the foregoing (as
      applicable).


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    (b)
      Ge
      Rui owns or has enforceable rights to use all Intellectual Property required
      for
      the conduct of its business as presently conducted or as presently contemplated
      to be conducted. No Intellectual Property owned, licensed or otherwise used
      by
      Ge Rui is subject to any material proceeding or outstanding decree, order,
      judgment, contract, license, agreement or stipulation restricting in any manner
      the use, transfer or licensing thereof by Ge Rui, or which may affect the
      validity, use or enforceability of such Intellectual Property, which in any
      such
      case could reasonably be expected to have a Material Adverse Effect on Ge
      Rui.

    


    (c)
      Ge
      Rui owns and has good and exclusive title to each material item of Company
      Intellectual Property owned by it free and clear of any Liens (excluding
      non-exclusive licenses and related restrictions granted by it in the ordinary
      course of business); and Ge Rui is the exclusive owner of all material
      registered Intellectual Property registered under the Legal Requirements of
      any
      country and used in connection with the operation or conduct of the business
      of
      Ge Rui including the sale of any products or the provision of any services
      by Ge
      Rui.

    


    (d)
      The
      operation of the business of Ge Rui as such business currently is conducted,
      including Ge Rui’s use of any product, device or process, has not and does not
      infringe or misappropriate the Intellectual Property of any third party or
      constitute unfair competition or trade practices under the laws of any
      jurisdiction and Ge Rui has not received any claims or threats from third
      parties alleging any such infringement, misappropriation or unfair competition
      or trade practices.

    


    2.19
      Agreements, Contracts and Commitments.  

    


    (a)
      Schedule
      2.19
      sets
      forth a complete and accurate list of all Material Company Contracts (as
      hereinafter defined), specifying the parties thereto. For purposes of this
      Agreement, (i) the term “Company
      Contracts”
shall
      mean all contracts, agreements, leases, mortgages, indentures, notes, bonds,
      licenses, permits, franchises, purchase orders, sales orders, and other
      understandings, commitments and obligations (including, without limitation,
      outstanding offers and proposals) of any kind, whether written or oral, to
      which
      any of BVICo, HKCo or Ge Rui is a party or by or to which any of their
      properties or assets may be bound, subject or affected (including without
      limitation notes or other instruments payable to Ge Rui) and (ii) the term
      “Material
      Company Contracts”
shall
      mean (x) each Company Contract (A) providing for payments (present or future)
      to
      BVICo, HKCo or Ge Rui in excess of $100,000 in the aggregate or (B) under or
      in
      respect of which any of BVICo, HKCo or Ge Rui presently has any liability or
      obligation of any nature whatsoever (absolute, contingent or otherwise) in
      excess of $100,000, (y) each Company Contract that otherwise is or may be
      material to the businesses, operations, assets, condition (financial or
      otherwise) or prospects of BVICo, HKCo or Ge Rui, and (z) the limitations of
      subclause (x) and subclause (y) notwithstanding, each of the following Company
      Contracts:

    


    (i)
      any
      mortgage, indenture, note, installment obligation or other instrument, agreement
      or arrangement for or relating to any borrowing of money by or from BVICo,
      HKCo
      or Ge Rui and by or to any officer, director, employee, shareholder or holder
      of
      derivative securities of BVICo, HKCo or Ge Rui (“BVICo
      Insider”);

    


    (ii)
      any
      mortgage, indenture, note, installment obligation or other instrument, agreement
      or arrangement for or relating to any borrowing of money from a BVICo Insider
      by
      BVICo, HKCo or Ge Rui;

    


    (iii)
      any
      guaranty, direct or indirect, by BVICo, HKCo or Ge Rui or any BVICo Insider
      of
      any obligation for borrowings, or otherwise, excluding endorsements made for
      collection in the ordinary course of business;

    


    (iv)
      any
      Company Contract of employment or management;

    


    (v)
      any
      Company Contract made other than in the ordinary course of business or (x)
      providing for the grant of any preferential rights to purchase or lease any
      asset of BVICo, HKCo or Ge Rui or (y) providing for any right (exclusive or
      non-exclusive) to sell or distribute, or otherwise relating to the sale or
      distribution of, any product or service of BVICo, HKCo or Ge
      Rui;


    
      
        
        

      

      
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    (vi)
      any
      obligation to register any shares of the capital stock or other securities
      of
      BVICo, HKCo or Ge Rui with any Governmental Entity;

    


    (vii)
      any
      obligation to make payments, contingent or otherwise, arising out of the prior
      acquisition of the business, assets or stock of other Persons;

    


    (viii)
      any collective bargaining agreement with any labor union;

    


    (ix)
      any
      lease or similar arrangement for the use by BVICo, HKCo or Ge Rui of real
      property or Personal Property where the annual lease payments are greater than
      $100,000 (other than any lease of vehicles, office equipment or operating
      equipment made in the ordinary course of business);

    


    (x)
      any
      Company Contract granting or purporting to grant, or otherwise in any way
      relating to, any mineral rights or any other interest (including, without
      limitation, a leasehold interest) in real property;

    


    (xi)
      any
      Company Contract to which any BVICo Insider or any entity owned or controlled
      by
      a BVICo Insider, is a party; and

    


    (xii)
      any
      offer or proposal which, if accepted, would constitute any of the
      foregoing.

    


    (b)
      Each
      Material Company Contract was entered into at arms’ length and in the ordinary
      course, is in full force and effect and, to the knowledge of BVICo and the
      Shareholders, is valid and binding upon and enforceable against each of the
      parties thereto, except insofar as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      creditors’ rights generally or by principles governing the availability of
      equitable remedies. To the knowledge of BVICo and Oasis Green, no other party
      to
      a Material Company Contract is the subject of a bankruptcy or insolvency
      proceeding. True, correct and complete copies of all Material Company Contracts
      and all offers and proposals that, if accepted, would constitute Material
      Company Contracts (or written summaries in the case of oral Material Company
      Contracts or offers or proposals) have been heretofore delivered to COAC or
      COAC’s counsel.

    


    (c)
      Except as set forth in Schedule
      2.19,
      neither
      BVICo, HKCo or Ge Rui nor, to the knowledge of BVICo and Oasis Green, any other
      party thereto is in breach of or in default under, and no event has occurred
      which with notice or lapse of time or both would become a breach of or default
      under, any Company Contract, and no party to any Company Contract has given
      any
      written notice of any claim of any such breach, default or event, which,
      individually or in the aggregate, are reasonably likely to have a Material
      Adverse Effect on BVICo, HKCo or Ge Rui. Each Material Company Contract that
      has
      not expired by its terms is in full force and effect.

    


    2.20
      Insurance.  Schedule
      2.20
      sets
      forth Ge Rui’s insurance policies and fidelity and surety bonds covering the
      assets, business, equipment, properties, operations, employees, officers and
      directors (collectively, the “Insurance
      Policies”).
      The
      insurances provided by such Insurance Policies are adequate in amount and scope
      for Ge Rui’s business and operations, including any insurance required to be
      maintained by Company Contracts. HKCo maintains no insurance.

    


    2.21
      Governmental Actions/Filings.  

    


    (a)
      Each
      of BVICo, HKCo and Ge Rui has been granted and holds, and has made, all
      Governmental Actions/Filings (as defined below) (including, without limitation,
      Governmental Actions/Filings required for emission or discharge of effluents
      and
      pollutants into the air and the water) necessary to the conduct of its business
      (as presently conducted and as presently proposed to be conducted) or used
      or
      held for use by BVICo, HKCo or Ge Rui, and true, complete and correct copies
      of
      which have heretofore been delivered to COAC. Each such Governmental
      Action/Filing is in full force and effect and will not expire prior to December
      31, 2009 and each of BVICo, HKCo and Ge Rui is in substantial compliance with
      all of its obligations with respect thereto. No event has occurred and is
      continuing which requires or permits, or after notice or lapse of time or both
      would require or permit, and consummation of the transactions contemplated
      by
      this Agreement or any ancillary documents will not require or permit (with
      or
      without notice or lapse of time, or both), any modification or termination
      of
      any such Governmental Actions/Filings
      except such events which, either individually or in the aggregate, would not
      have a Material Adverse Effect upon BVICo, HKCo or Ge Rui.

    

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

     

    (b)
      No
      Governmental Action/Filing is necessary to be obtained, secured or made by
      BVICo, HKCo or Ge Rui to enable it to continue to conduct its businesses and
      operations and use its properties after the Closing in a manner which is
      consistent with current practice.

    


    (c)
      For
      purposes of this Agreement, the term “Governmental
      Action/Filing”
shall
      mean any franchise, license, certificate of compliance, authorization, consent,
      order, permit, approval, consent or other action of, or any filing, registration
      or qualification with, any national, provincial, municipal, foreign or other
      governmental, administrative or judicial body, agency or authority.

    


    2.22
      Interested
      Party Transactions.  Except
      as set forth in the Schedule
      2.22,
      no
      employee, officer, director or shareholder of BVICo, HKCo or Ge Rui or a member
      of his or her immediate family is indebted to BVICo, HKCo or Ge Rui, nor is
      BVICo, HKCo or Ge Rui indebted (or committed to make loans or extend or
      guarantee credit) to any of such Persons, other than (i) for payment of salary
      for services rendered, (ii) reimbursement for reasonable expenses incurred
      on
      behalf of any of BVICo, HKCo or Ge Rui, and (iii) for other employee benefits
      made generally available to all employees. Except as set forth in Schedule
      2.22,
      to the
      knowledge of BVICo and Oasis Green, none of such individuals has any direct
      or
      indirect ownership interest in any Person with whom BVICo, HKCo or Ge Rui is
      affiliated or with whom BVICo, HKCo or Ge Rui has a contractual relationship,
      or
      in any Person that competes with Ge Rui, except that each BVICo Insider and
      members of their respective immediate families may own less than 5% of the
      outstanding stock in publicly traded companies that may compete with Ge Rui.
      Except as set forth in Schedule
      2.22,
      to the
      knowledge of BVICo and Oasis Green, no BVICo Insider or any member of a BVICo
      Insider’s immediate family is, directly or indirectly, interested in any
      Material Company Contract with BVICo, HKCo or Ge Rui (other than such contracts
      as relate to any such Person’s ownership of capital stock or other securities of
      BVICo, HKCo or Ge Rui or such Person’s employment with BVICo, HKCo or Ge
      Rui).

    


    2.23
      Board Approval.  The
      boards of directors of BVICo, HKCo and Ge Rui (including any required committee
      or subgroup thereof) have, as of the date of this Agreement, duly approved
      this
      Agreement and the transactions contemplated hereby.

    


    2.24
      No
      Illegal or Improper Transactions.  Since
      January 1, 2002, neither BVICo, HKCo or Ge Rui, or, to the knowledge of BVICo
      and Oasis Green, any Shareholder, nor any officer, director, employee, agent
      or
      Affiliate of BVICo, HKCo or Ge Rui on its behalf has offered, paid or agreed
      to
      pay to any person or entity (including any governmental official) or solicited,
      received or agreed to receive from any such person or entity, directly or
      indirectly, any money or anything of value for the purpose or with the intent
      of
      (a) obtaining or maintaining business for BVICo, HKCo or Ge Rui, (b)
      facilitating the purchase or sale of any product or service, or (c) avoiding
      the
      imposition of any fine or penalty, in any manner which is in violation of any
      applicable ordinance, regulation or law, the effect of which, individually
      or in
      the aggregate, would reasonably be expected to be materially adverse to the
      business, assets, prospects or financial condition of BVICo, HKCo and Ge Rui,
      taken as a whole. To the knowledge of BVICo and the Shareholders, no employee
      of
      BVICo, HKCO or Ge Rui has provided or is providing information to any law
      enforcement agency regarding the commission or possible commission of any crime
      or the violation or possible violation of any applicable law. Neither BVICo,
      HKCo or Ge Rui nor any officer, employee, contractor, subcontractor or agent
      of
      BVICo, HKCo or Ge Rui has discharged, demoted, suspended, threatened, harassed
      or in any other manner discriminated against an employee of BVICo, HKCo or
      Ge
      Rui in the terms and conditions of employment because of any act of such
      employee described in 18 U.S.C. § 1514A(a).

    


    2.25
      Equity Transfer Agreement.  The
      Equity Transfer Agreement (the “Equity Transfer Agreement”) dated August 10,
      2008 between HKCo and Lu Mingwang et al. is valid, binding and enforceable
      under, and will not result in any violation of, the Legal Requirements. All
      necessary PRC government approvals have been obtained for (a) the Equity
      Transfer Agreement, (b) the acquisition of the entire equity interest in Ge
      Rui
      contemplated thereunder and (c) the conversion of Ge Rui into a wholly
      foreign-owned enterprise with limited liability. The representation and
      warranties made therein by the parties to the Equity Transfer Agreement are
      true, accurate and not misleading in any material respect.


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    2.26
      Representations and Warranties Complete.  The
      representations and warranties of BVICo and the Shareholders included in this
      Agreement and any list, statement, document or information set forth in, or
      attached to, any Schedule provided pursuant to this Agreement or delivered
      hereunder, are true and complete in all material respects and do not contain
      any
      untrue statement of a material fact or omit to state a material fact required
      to
      be stated therein or necessary to make the statements contained therein not
      misleading, under the circumstance under which they were made.

    


    2.27
      Survival
      of Representations and Warranties.  The
      representations and warranties of BVICo and the Shareholders set forth in this
      Agreement shall survive the Closing as set forth in Section
      7.4(a).

    


    ARTICLE
      III

      

    REPRESENTATIONS
      AND WARRANTIES OF COAC

    


    Subject
      to the exceptions set forth in chedule
      3
      (the
“COAC
      Schedule”),
      COAC
      represents and warrants to, and covenants with, BVICo, HKCo and the
      Shareholders, as follows:

    


    3.1
      Organization
      and Qualification.  

    


    (a)
      COAC
      is a corporation duly incorporated, validly existing and in good standing under
      the laws of the State of Delaware and has the requisite corporate power and
      authority to own, lease and operate its assets and properties and to carry
      on
      its business as it is now being or currently planned by COAC to be conducted.
      COAC is in possession of all Approvals necessary to own, lease and operate
      the
      properties it purports to own, operate or lease and to carry on its business
      as
      it is now being or currently planned by COAC to be conducted, except where
      the
      failure to have such Approvals could not, individually or in the aggregate,
      reasonably be expected to have a Material Adverse Effect on COAC. Complete
      and
      correct copies of the Charter Documents of COAC, as amended and currently in
      effect, have been heretofore delivered to Ge Rui. COAC is not in violation
      of
      any of the provisions of COAC’s Charter Documents.

    


    (b)
      COAC
      is duly qualified or licensed to do business as a foreign corporation and is
      in
      good standing in each jurisdiction where the character of the properties owned,
      leased or operated by it or the nature of its activities makes such
      qualification or licensing necessary, except for such failures to be so duly
      qualified or licensed and in good standing that could not, individually or
      in
      the aggregate, reasonably be expected to have a Material Adverse Effect on
      COAC.

    


    3.2
      Subsidiaries.  COAC
      has no subsidiaries and does not own, directly or indirectly, any ownership,
      equity, profits or voting interest in any Person or have any agreement or
      commitment to purchase any such interest, and COAC has not agreed and is not
      obligated to make nor is bound by any written, oral or other agreement,
      contract, subcontract, lease, binding understanding, instrument, note, option,
      warranty, purchase order, license, sublicense, insurance policy, benefit plan,
      commitment or undertaking of any nature, as of the date hereof or as may
      hereafter be in effect under which it may become obligated to make, any future
      investment in or capital contribution to any other entity.

    


    3.3
      Capitalization.  

    


    (a)
      As of
      the date of this Agreement, the authorized capital stock of COAC consists of
      30,000,000 shares of common stock, par value $0.0001 per share (“COAC
      Common Stock”)
      and
      1,000,000 shares of preferred stock, par value $0.0001 per share (“COAC
      Preferred Stock”),
      of
      which 8,400,000 shares of COAC Common Stock and no shares of COAC Preferred
      Stock are issued and outstanding, all of which are validly issued, fully paid
      and nonassessable.

    


    (b)
      Except as set forth in Schedule
      3.3,
      (i) no
      shares of COAC Common Stock or COAC Preferred Stock are reserved for issuance
      upon the exercise of outstanding options to purchase COAC Common Stock or COAC
      Preferred Stock granted to employees of COAC or other parties (“COAC
      Stock Options”)
      and
      there are no outstanding COAC Stock Options; (ii) no shares of COAC Common
      Stock
      or COAC Preferred Stock are reserved for issuance upon the exercise of
      outstanding warrants to purchase COAC Common Stock or COAC Preferred Stock
      (“COAC
      Warrants”)
      and
      there are no outstanding COAC Warrants; and (iii) no shares of COAC Common
      Stock
      or COAC Preferred Stock are reserved for issuance upon the conversion of the
      COAC Preferred Stock or any outstanding convertible notes, debentures or
      securities (“COAC
      Convertible Securities”).
      All
      shares of COAC Common Stock and COAC Preferred Stock subject to issuance as
      aforesaid, upon issuance on the terms and conditions specified in the instrument
      pursuant to which they are issuable, will be duly authorized, validly issued,
      fully paid and nonassessable. All outstanding shares of COAC Common Stock and
      all outstanding COAC Warrants have been issued and granted in compliance with
      all applicable securities laws and (in all material respects) other applicable
      laws and regulations. COAC has heretofore delivered to HKCo true, complete
      and
      accurate copies of the COAC Warrants, including any and all documents and
      agreements relating thereto.


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    (c)
      Except as set forth in Schedule
      3.3
      or as
      contemplated by this Agreement or the COAC SEC Reports (as defined in Section
      3.7), there are no registration rights, and there is no voting trust, proxy,
      rights plan, antitakeover plan or other agreements or understandings to which
      COAC is a party or by which COAC is bound with respect to any equity security
      of
      any class of COAC.

    


    (d)
      Except as contemplated by this Agreement or as set forth in Schedule
      3.3,
      as a
      result of the consummation of the transactions contemplated hereby, no shares
      of
      capital stock, warrants, options or other securities of COAC are issuable and
      no
      rights in connection with any shares, warrants, options or other securities
      of
      COAC accelerate or otherwise become triggered (whether as to vesting,
      exercisability, convertibility or otherwise).

    


    3.4
      Authority
      Relative to this Agreement.  COAC
      has full corporate power and authority to: (i) execute, deliver and perform
      this
      Agreement, and each ancillary document that COAC has executed or delivered
      or is
      to execute or deliver pursuant to this Agreement, and (ii) carry out COAC’s
      obligations hereunder and thereunder and, to consummate the transactions
      contemplated hereby and thereby (including the Merger). The execution and
      delivery of this Agreement by COAC and the consummation by COAC of the
      transactions contemplated hereby (including the Merger) have been duly and
      validly authorized by all necessary corporate action on the part of each of
      COAC
      (including the approval by its board of directors), and no other corporate
      proceedings on the part of COAC are necessary to authorize this Agreement or
      to
      consummate the transactions contemplated hereby, other than the COAC Stockholder
      Approval (as defined in Section 5.1(a)). This Agreement has been duly and
      validly executed and delivered by COAC and, assuming the due authorization,
      execution and delivery thereof by the other parties hereto, constitutes the
      legal and binding obligation of COAC, enforceable against COAC in accordance
      with its terms, except as may be limited by bankruptcy, insolvency,
      reorganization or other similar laws affecting the enforcement of creditors’
rights generally and by general principles of equity.

    


    3.5
      No
      Conflict; Required Filings and Consents.  

    


    (a)
      The
      execution and delivery of this Agreement by COAC do not, and the performance
      of
      this Agreement by COAC shall not: (i) conflict with or violate COAC’s Charter
      Documents, (ii) conflict with or violate any Legal Requirements, or (iii) result
      in any breach of or constitute a default (or an event that with notice or lapse
      of time or both would become a default) under, or materially impair COAC’s
      rights or alter the rights or obligations of any third party under, or give
      to
      others any rights of termination, amendment, acceleration or cancellation of,
      or
      result in the creation of a Lien on any of the properties or assets of COAC
      pursuant to, any contract to which COAC is a party or to which either of them
      is
      bound, except, with respect to clauses (ii) or (iii), for any such conflicts,
      violations, breaches, defaults or other occurrences that would not, individually
      and in the aggregate, have a Material Adverse Effect on COAC.

    


    (b)
      The
      execution and delivery of this Agreement by COAC o does not, and the performance
      of its obligations hereunder will not, require any consent, approval,
      authorization or permit of, or filing with or notification to, any Governmental
      Entity, except (i) for applicable requirements, if any, of the Securities Act,
      the Exchange Act, Blue Sky Laws, and the rules and regulations thereunder,
      and
      appropriate documents with the relevant authorities of other jurisdictions
      in
      which COAC is qualified to do business, (ii) for the filing of any notifications
      required under the HSR Act and the expiration of the required waiting period
      thereunder, and (iii) where the failure to obtain such consents, approvals,
      authorizations or permits, or to make such filings or notifications, would
      not,
      individually or in the aggregate, reasonably be expected to have a Material
      Adverse Effect on COAC or BVICo, or prevent consummation of the Merger or
      otherwise prevent the parties hereto from performing their obligations under
      this Agreement.


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    


    3.6
      Compliance.  COAC
      has complied with, and is not in violation of, any Legal Requirements with
      respect to the conduct of its business, or the ownership or operation of its
      business, except for failures to comply or violations which, individually or
      in
      the aggregate, have not had and are not reasonably likely to have a Material
      Adverse Effect on COAC. The business and activities of COAC and BVICo have
      not
      been and are not being conducted in violation of any Legal Requirements. COAC
      is
      not in default or violation of any term, condition or provision of its Charter
      Documents. No written notice of non-compliance with any Legal Requirements
      has
      been received by COAC.

    


    3.7
      SEC
      Filings; Financial Statements.  

    


    (a)
      COAC
      has made available to BVICo and the Shareholders a correct and complete copy
      of
      each report, registration statement and definitive proxy statement filed by
      COAC
      with the SEC (the “COAC
      SEC Reports”),
      which
      are all the forms, reports and documents required to be filed by COAC with
      the
      SEC prior to the date of this Agreement. All COAC SEC Reports required to be
      filed by COAC in the twelve (12) month period prior to the date of this
      Agreement were filed in a timely manner. As of their respective dates the COAC
      SEC Reports: (i) were prepared in accordance and complied in all material
      respects with the requirements of the Securities Act or the Exchange Act, as
      the
      case may be, and the rules and regulations of the SEC thereunder applicable
      to
      such COAC SEC Reports, and (ii) did not at the time they were filed (and if
      amended or superseded by a filing prior to the date of this Agreement then
      on
      the date of such filing and as so amended or superseded) contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. Except to the
      extent set forth in the preceding sentence, COAC makes no representation or
      warranty whatsoever concerning any COAC SEC Report as of any time other than
      the
      date or period with respect to which it was filed.

    


    (b)
      Except as set forth in Schedule
      3.7,
      each
      set of financial statements (including, in each case, any related notes thereto)
      contained in COAC SEC Reports, including each COAC SEC Report filed after the
      date hereof until the Closing, complied or will comply as to form in all
      material respects with the published rules and regulations of the SEC with
      respect thereto, was or will be prepared in accordance with U.S. GAAP applied
      on
      a consistent basis throughout the periods involved (except as may be indicated
      in the notes thereto or, in the case of unaudited statements, do not contain
      footnotes as permitted by Form 10-Q of the Exchange Act) and each fairly
      presents or will fairly present in all material respects the financial position
      of COAC at the respective dates thereof and the results of its operations and
      cash flows for the periods indicated, except that the unaudited interim
      financial statements were, are or will be subject to normal adjustments which
      were not or are not expected to have a Material Adverse Effect on COAC taken
      as
      a whole.

    


    3.8
      No
      Undisclosed Liabilities.  COAC
      has no liabilities (absolute, accrued, contingent or otherwise) of a nature
      required to be disclosed on a balance sheet or in the related notes to the
      financial statements included in COAC SEC Reports that are, individually or
      in
      the aggregate, material to the business, results of operations or financial
      condition of COAC, except (i) liabilities provided for in or otherwise disclosed
      in COAC SEC Reports filed prior to the date hereof, and (ii) liabilities
      incurred since June 30, 2008 in the ordinary course of business, none of which
      would have a Material Adverse Effect on COAC.

    


    3.9
      Absence of Certain Changes or Events.  Except
      as set forth in COAC SEC Reports filed prior to the date of this Agreement,
      and
      except as contemplated by this Agreement, since June 30, 2008, there has not
      been: (i) any Material Adverse Effect on COAC, (ii) any declaration, setting
      aside or payment of any dividend on, or other distribution (whether in cash,
      stock or property) in respect of, any of COAC’s capital stock, or any purchase,
      redemption or other acquisition by COAC of any of COAC’s capital stock or any
      other securities of COAC or any options, warrants, calls or rights to acquire
      any such shares or other securities, (iii) any split, combination or
      reclassification of any of COAC’s capital stock, (iv) any granting by COAC of
      any increase in compensation or fringe benefits, except for normal increases
      of
      cash compensation in the ordinary course of business consistent with past
      practice, or any payment by COAC of any bonus, except for bonuses made in the
      ordinary course of business consistent with past practice, or any granting
      by
      COAC of any increase in severance or termination pay or any entry by COAC into
      any currently effective employment, severance, termination or indemnification
      agreement or any agreement the benefits of which are contingent or the terms
      of
      which are materially altered upon the occurrence of a transaction involving
      COAC
      of the nature contemplated hereby, (v) entry by COAC into any licensing or
      other
      agreement with regard to the acquisition or disposition of any Intellectual
      Property other than licenses in the ordinary course of business consistent
      with
      past practice or any amendment or consent with respect to any licensing
      agreement filed or required to be filed by COAC with respect to any Governmental
      Entity, (vi) any material change by COAC in its accounting methods, principles
      or practices, except as required by concurrent changes in U.S. GAAP, (vii)
      any
      change in the auditors of COAC, (vii) any issuance of capital stock of COAC,
      or
      (viii) any revaluation by COAC of any of its assets, including, without
      limitation, writing down the value of capitalized inventory or writing off
      notes
      or accounts receivable or any sale of assets of COAC other than in the ordinary
      course of business.


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    3.10
      Litigation.  There
      are no claims, suits, actions or proceedings pending or to COAC’s knowledge,
      threatened against COAC, before any court, governmental department, commission,
      agency, instrumentality or authority, or any arbitrator.

    


    3.11
      Business Activities.  Since
      its organization, COAC has not conducted any business activities other than
      activities directed toward the accomplishment of a business combination. Except
      as set forth in the COAC Charter Documents, there is no agreement, commitment,
      judgment, injunction, order or decree binding upon COAC or to which COAC is
      a
      party which has or could reasonably be expected to have the effect of
      prohibiting or materially impairing any business practice of COAC, any
      acquisition of property by COAC or the conduct of business by COAC as currently
      conducted other than such effects, individually or in the aggregate, which
      have
      not had and could not reasonably be expected to have, a Material Adverse Effect
      on COAC.

    


    3.12
      Brokers.  Except
      as set forth in Schedule
      3.12,
      COAC
      has not incurred, nor will it incur, directly or indirectly, any liability
      for
      brokerage or finders’ fees or agent’s commissions or any similar charges in
      connection with this Agreement or any transaction contemplated
      hereby.

    


    3.13
      Indebtedness.  COAC
      has no indebtedness for borrowed money.

    


    3.14
      Board Approval.  The
      board of directors of COAC (including any required committee or subgroup of
      the
      board of directors of COAC) have, as of the date of this Agreement, unanimously
      (i) declared the advisability of the Merger and approved this Agreement and
      the
      transactions contemplated hereby, (ii) determined that the Merger is in the
      best
      interests of the stockholders of COAC, and (iii) determined that the fair market
      value of BVICo is equal to at least 80% of COAC’s net assets.

    


    3.15
      Trust
      Fund.  As
      of the date hereof and at the Closing Date, COAC has and will have more than
      $40,000,000 invested in United States Government securities or money market
      funds meeting certain conditions under Rule 2a-7 promulgated under the United
      States Investment Company Act of 1940 in a trust account administered by
      Continental (the “Trust
      Fund”),
      less
      such amounts, if any, as COAC is required to pay to (i) stockholders who elect
      to have their shares converted to cash in accordance with the provisions of
      COAC’s Charter Documents, (ii) deferred underwriters’ compensation in connection
      with COAC’s initial public offering, (iii) repayment of loans made to COAC
      pursuant to Section 5.20, and (iv) third parties (e.g., professionals, printers,
      etc.) who have rendered services to COAC in connection with its efforts to
      effect a business combination, including the Merger.

    


    3.16
      Representations
      and Warranties Complete.  The
      representations and warranties of COAC included in this Agreement and any list,
      statement, document or information set forth in, or attached to, any Schedule
      provided pursuant to this Agreement or delivered hereunder, are true and
      complete in all material respects and do not contain any untrue statement of
      a
      material fact or omit to state a material fact required to be stated therein
      or
      necessary to make the statements contained therein not misleading, under the
      circumstance under which they were made.

    


    3.17
      Survival
      of Representations and Warranties.  The
      representations and warranties of COAC set forth in this Agreement shall survive
      until the Closing.


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

    


    CONDUCT
      PRIOR TO THE CLOSING

    


    4.1
      Conduct
      of Business by BVICo, HKCo, Ge Rui and COAC.  During
      the period from the date of this Agreement and continuing until the earlier
      of
      the termination of this Agreement pursuant to its terms or the Closing, each
      of
      BVICo, HKCo, Ge Rui and COAC shall, except to the extent that COAC, with respect
      to BVICo, HKCo and Ge Rui, and BVICo, with respect to COAC, shall otherwise
      consent in writing, carry on its business in the usual, regular and ordinary
      course consistent with past practices, in substantially the same manner as
      heretofore conducted and in compliance with all applicable laws and regulations
      (except where noncompliance would not have a Material Adverse Effect), pay
      its
      debts and taxes when due subject to good faith disputes over such debts or
      taxes, pay or perform other material obligations when due, and use its best
      efforts consistent with past practices and policies to (i) preserve
      substantially intact its present business organization, (ii) keep available
      the
      services of its present officers and employees and (iii) preserve its
      relationships with customers, suppliers, distributors, licensors, licensees,
      and
      others with which it has significant business dealings. In addition, except
      as
      required or permitted by the terms of this Agreement, without the prior written
      consent of COAC, with respect to BVICo, HKCo and Ge Rui, and BVICo, with respect
      to COAC, during the period from the date of this Agreement and continuing until
      the earlier of the termination of this Agreement pursuant to its terms or the
      Closing, none of BVICo, HKCo, Ge Rui or COAC shall do any of the
      following:

    


    (a)
      Waive
      any stock repurchase rights, accelerate, amend or (except as specifically
      provided for herein) change the period of exercisability of options or
      restricted stock, or reprice options granted under any employee, consultant,
      director or other stock plans or authorize cash payments in exchange for any
      options granted under any of such plans;

    


    (b)
      Grant
      any severance or termination pay to any officer or employee except pursuant
      to
      applicable law, written agreements outstanding, or policies existing on the
      date
      hereof and as previously or concurrently disclosed in writing or made available
      to the other party, or adopt any new severance plan, or amend or modify or
      alter
      in any manner any severance plan, agreement or arrangement existing on the
      date
      hereof;

    


    (c)
      Transfer or license to any person or otherwise extend, amend or modify any
      material rights to any of its Intellectual Property or enter into grants to
      transfer or license to any person future patent rights, other than in the
      ordinary course of business consistent with past practices provided that in
      no
      event shall any of them license on an exclusive basis or sell any of its
      Intellectual Property;

    


    (d)
      Declare, set aside or pay any dividends on or make any other distributions
      (whether in cash, stock, equity securities or property) in respect of any
      capital stock or split, combine or reclassify any capital stock or issue or
      authorize the issuance of any other securities in respect of, in lieu of or
      in
      substitution for any capital stock;

    


    (e)
      Purchase, redeem or otherwise acquire, directly or indirectly, any shares of
      its
      capital stock;

    


    (f)
      Issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to
      any
      of the foregoing with respect to, any shares of capital stock or any securities
      convertible into or exchangeable for shares of capital stock, or subscriptions,
      rights, warrants or options to acquire any shares of capital stock or any
      securities convertible into or exchangeable for shares of capital stock, or
      enter into other agreements or commitments of any character obligating it to
      issue any such shares or convertible or exchangeable securities;

    


    (g)
      Amend
      its Charter Documents;

    


    (h)
      Acquire or agree to acquire by merging or consolidating with, or by purchasing
      any equity interest in or a portion of the assets of, or by any other manner,
      any business or any corporation, partnership, association or other business
      organization or division thereof, or otherwise acquire or agree to acquire
      any
      assets which are material, individually or in the aggregate, to its business
      or
      enter into any joint ventures, strategic partnerships or alliances or other
      arrangements that provide for exclusivity of territory or otherwise restrict
      such party’s ability to compete or to offer or sell any products or
      services.


    
      
        
        

      

      
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    For
      purposes of this paragraph, “material”
      includes the requirement that, as a result of such transaction, financial
      statements of the acquired, merged or consolidated entity be included in the
      Registration Statement (as defined in Section 5.1);

    


    (i)
      Sell,
      lease, license, encumber or otherwise dispose of any properties or assets,
      except (A) sales of inventory in the ordinary course of business consistent
      with
      past practice, and (B) the sale, lease or disposition (other than through
      licensing) of property or assets that are not material, individually or in
      the
      aggregate, to the business of such party;

    


    (j)
      Except, with respect to COAC, as permitted pursuant to Section 5.20, incur
      any
      indebtedness for borrowed money or guarantee any such indebtedness of another
      Person or Persons, issue or sell any debt securities or options, warrants,
      calls
      or other rights to acquire any debt securities, enter into any “keep
      well”
or
      other agreement to maintain any financial statement condition or enter into
      any
      arrangement having the economic effect of any of the foregoing;

    


    (k)
      Adopt
      or amend any employee benefit plan, policy or arrangement, any employee stock
      purchase or employee stock option plan, or enter into any employment contract
      or
      collective bargaining agreement (other than offer letters and letter agreements
      entered into in the ordinary course of business consistent with past practice
      with employees who are terminable “at
      will”),
      pay
      any special bonus or special remuneration to any director or employee, or
      increase the salaries or wage rates or fringe benefits (including rights to
      severance or indemnification) of its directors, officers, employees or
      consultants, except in the ordinary course of business consistent with past
      practices;

    


    (l)
      Pay,
      discharge, settle or satisfy any claims, liabilities or obligations (absolute,
      accrued, asserted or unasserted, contingent or otherwise), or litigation
      (whether or not commenced prior to the date of this Agreement) other than the
      payment, discharge, settlement or satisfaction, in the ordinary course of
      business consistent with past practices or in accordance with their terms,
      or
      liabilities recognized or disclosed in the Unaudited Financial Statements or
      in
      the most recent financial statements included in the COAC SEC Reports filed
      prior to the date of this Agreement, as applicable, or incurred since the date
      of such financial statements, or waive the benefits of, agree to modify in
      any
      manner, terminate, release any person from or knowingly fail to enforce any
      confidentiality or similar agreement to which it is a party or of which it
      is a
      beneficiary;

    


    (m)
      Except in the ordinary course of business consistent with past practices,
      modify, amend or terminate any Material Company Contract or waive, delay the
      exercise of, release or assign any material rights or claims
      thereunder;

    


    (n)
      Except as required by U.S. GAAP or as set forth in Schedule 4.1, revalue any
      of
      its assets or make any change in accounting methods, principles or
      practices;

    


    (o)
      Except in the ordinary course of business consistent with past practices, incur
      or enter into any agreement, contract or commitment requiring such party to
      pay
      in excess of $100,000 in any 12 month period;

    


    (p)
      Settle any litigation where the consideration given is other than monetary
      or to
      which an COAC Insider or BVICo Insider is a party;

    


    (q)
      Make
      or rescind any Tax elections that, individually or in the aggregate, could
      be
      reasonably likely to adversely affect in any material respect the Tax liability
      or Tax attributes of such party, settle or compromise any material income tax
      liability or, except as required by applicable law, materially change any method
      of accounting for Tax purposes or prepare or file any Return in a manner
      inconsistent with past practice;

    


    (r)
      Form,
      establish or acquire any subsidiary except as contemplated by this
      Agreement;

    


    (s)
      Permit any Person to exercise any of its discretionary rights under any plan
      to
      provide for the automatic acceleration of any outstanding options, the
      termination of any outstanding repurchase rights or the termination of any
      cancellation rights issued pursuant to such plans;


    
      
        
        

      

      
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    (t)
      Make
      capital expenditures except in accordance with prudent business and operational
      practices consistent with prior practice;

    


    (u)
      Make
      or omit to take any action which would be reasonably anticipated to have a
      Material Adverse Effect;

    


    (v)
      Enter
      into any transaction with or distribute or advance any assets or property to
      any
      of its officers, directors, partners, stockholders or other affiliates other
      than the payment of salary and benefits in the ordinary course of business
      consistent with prior practice; or

    


    (w)
      Agree
      in writing or otherwise agree, commit or resolve to take any of the actions
      described in Section 4.1 (a) through (v).

    


    ARTICLE
      V

    


    ADDITIONAL
      AGREEMENTS

    


    5.1  Registration
      Statement; Special Meeting; Exchange Act Registration.

    


    (a)
      As
      soon as is reasonably practicable after receipt by COAC from BVICo and the
      Shareholders of all financial and other information relating to BVICo, HKCo
      and
      Ge Rui as COAC may reasonably request for its preparation, COAC and BVICo shall
      prepare and file with the SEC under the Securities Act, and with all other
      applicable regulatory bodies, a registration statement on Form S-4
      (“Registration
      Statement”)
      with
      respect to the BVICo Ordinary Shares to be issued to the holders of COAC Common
      Stock, which shall include proxy materials for the purpose of soliciting proxies
      from holders of COAC Common Stock to vote at a meeting of holders of COAC Common
      Stock to be called and held for such purpose (the “Special
      Meeting”),
      in
      favor of the adoption of this Agreement and the approval of the Merger
      (“COAC
      Stockholder Approval”).
      Such
      proxy materials shall be in the form of a proxy statement/prospectus to be
      used
      for the purpose of soliciting proxies from holders of COAC Common Stock for
      the
      matters to be acted upon at the Special Meeting and also for the purpose of
      issuing BVICo Ordinary Shares to the holders of the COAC Common Stock (the
      “Proxy
      Statement/Prospectus”).
      BVICo
      and the Shareholders shall furnish to COAC all information concerning BVICo,
      HKCo, Ge Rui and the Shareholders as COAC may reasonably request in connection
      with the preparation of the Registration Statement. BVICo and the Shareholders
      and their counsel shall be given an opportunity to review and comment on the
      Registration Statement prior to its filing with the SEC. COAC, with the
      assistance of BVICo and the Shareholders, shall promptly respond to any SEC
      comments on the Registration Statement and shall otherwise use best efforts
      to
      cause the Registration Statement to be declared effective by the SEC as promptly
      as practicable. COAC shall also take any and all actions required to satisfy
      the
      requirements of the Securities Act and the Exchange Act.

    


    (b)
      As
      soon as practicable following the declaration of effectiveness of the
      Registration Statement by the SEC, COAC shall distribute the Proxy
      Statement/Prospectus to the holders of COAC Common Stock and, pursuant thereto,
      shall call the Special Meeting in accordance with the DGCL and, subject to
      the
      other provisions of this Agreement, solicit proxies from such holders to vote
      in
      favor of the adoption of this Agreement and the approval of the Merger and
      the
      other matters presented to the stockholders of COAC for approval or adoption
      at
      the Special Meeting, including, without limitation, the matters described in
      Section 5.1(a).

    


    (c)
      COAC
      shall comply with all applicable provisions of and rules under the Securities
      Act, the Exchange Act and all applicable provisions of the DGCL in the
      preparation, filing and distribution of the Registration Statement and the
      Proxy
      Statement/Prospectus, the solicitation of proxies thereunder, and the calling
      and holding of the Special Meeting. Without limiting the foregoing, COAC shall
      ensure that the Proxy Statement/Prospectus does not, as of the date on which
      the
      Registration Statement is declared effective, and as of the date of the Special
      Meeting, contain any untrue statement of a material fact or omit to state a
      material fact necessary in order to make the statements made, in light of the
      circumstances under which they were made, not misleading (provided that COAC
      shall not be responsible for the accuracy or completeness of any information
      relating to BVICo, HKCo, Ge Rui or the Shareholders or any other information
      furnished by BVICo or the Shareholders for inclusion in the Proxy
      Statement/Prospectus). BVICo and each of the Shareholders represents and
      warrants that the information relating to them supplied by them for inclusion
      in
      the Proxy Statement/Prospectus will not as of the date on which the Registration
      Statement is declared effective or as the date on which the Proxy
      Statement/Prospectus (or any amendment or supplement thereto) is first
      distributed to holders of COAC Common Stock or at the time of the Special
      Meeting contain any statement which, at such time and in light of the
      circumstances under which it is made, is false or misleading with respect to
      any
      material fact, or omits to state any material fact required to be stated therein
      or necessary in order to make the statement therein not false or
      misleading.


    
      
        
        

      

      
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    (d)
      COAC,
      acting through its board of directors, shall include in the Proxy
      Statement/Prospectus the recommendation of its board of directors that the
      holders of COAC Common Stock vote in favor of the adoption of this Agreement
      and
      the approval of the Merger, and shall otherwise use best efforts to obtain
      the
      COAC Stockholder Approval.

    


    (e)
      As
      soon as practicable after the date of this Agreement, BVICo shall file a
      registration statement on Form 8-A to register the BVICo Ordinary Shares under
      the Exchange Act.

    


    5.2  Directors
      and Officers of BVICo After Merger; Voting Agreement.
      The
      parties shall take all necessary action so that the persons listed in
Schedule
      5.2
      are
      elected to the positions of officers and directors of BVICo, as set forth
      therein, to serve in such positions effective immediately after the Closing.
      If
      any Person listed in Schedule
      5.2
      is
      unable to serve, the party appointing such Person shall designate a successor;
      provided that, if such designation is to be made after the Closing, any
      successor to a Person designated by COAC shall be made by the Person serving
      in
      the capacity of Chairman of COAC immediately prior to the Closing. The
      Shareholders and those holders of COAC Common Stock stated to be parties thereto
      shall enter into a Voting Agreement in the form of Exhibit
      E
      on or
      before the Closing Date.

    


    5.3  HSR
      Act.
      If
      required pursuant to the HSR Act, as promptly as practicable after the date
      of
      this Agreement, COAC and Oasis Green Investments Limited shall each prepare
      and
      file the notification required of it thereunder in connection with the
      transactions contemplated by this Agreement and shall promptly and in good
      faith
      respond to all information requested of it by the Federal Trade Commission
      and
      Department of Justice in connection with such notification and otherwise
      cooperate in good faith with each other and such Governmental Entities. COAC
      and
      Oasis Green Investments Limited shall (a) promptly inform the other of any
      communication to or from the Federal Trade Commission, the Department of Justice
      or any other Governmental Entity regarding the transactions contemplated by
      this
      Agreement, (b) give the other prompt notice of the commencement of any action,
      suit, litigation, arbitration, proceeding or investigation by or before any
      Governmental Entity with respect to such transactions and (c) keep the other
      reasonably informed as to the status of any such action, suit, litigation,
      arbitration, proceeding or investigation. Filing fees with respect to the
      notifications required under the HSR Act shall be paid by
      BVICo.

    


    5.4  Document
      Review.
      Subject
      to applicable laws relating to the exchange of information and the preservation
      of any applicable attorney-client privilege, work-product doctrine, self-audit
      privilege or other similar privilege, each of BVICo, the Shareholders and COAC
      shall have the right to review and comment on in advance, and to the extent
      practicable each will consult the other on, all the information relating to
      such
      party, that appears in any filing made with, or written materials, including
      press releases, submitted to, any third party and/or any Governmental Entity
      in
      connection with the Merger and the other transactions contemplated hereby.
      In
      exercising the foregoing right, each of BVICo, the Shareholders and COAC shall
      act reasonably and as promptly as practicable. Any language included in any
      such
      materials that reflects comments of BVICo and the Shareholders, as well as
      any
      text as to which BVICo and the Shareholders have not commented upon being given
      a reasonable opportunity to comment, shall, notwithstanding the provisions
      of
      Section 5.1(a) and Section 5.7, be deemed to have been approved by BVICo and
      the
      Shareholders and may henceforth be used by COAC in other filings made by it
      with
      the SEC and in other documents distributed by COAC in connection with the
      transactions contemplated by this Agreement without further review or consent
      of
      BVICo or the Shareholders.

    


    5.5  Required
      Information.
      In
      connection with the preparation of the Registration Statement or any other
      statement, filing notice or application made by or on behalf of COAC and/or
      BVICo or any of the Shareholders to any Government Entity or other third party
      in connection with Merger and the other transactions contemplated hereby, and
      for such other reasonable purposes, BVICO, the Shareholders and COAC each shall,
      upon request by the other, furnish the other with all information concerning
      themselves, their respective directors, officers and stockholders (including
      the
      directors of BVICo, HKCo and Ge Rui to be elected effective as of the Closing
      pursuant to Section 5.2) and such other matters as may be reasonably necessary
      or advisable in connection with the Merger. Each party warrants and represents
      to the other party that all such information shall be true and correct in all
      material respects and will not contain any untrue statement of a material fact
      or omit to state a material fact required to be stated therein or necessary
      to
      make the statements contained therein, in light of the circumstances under
      which
      they were made, not misleading.


    
      
        
        

      

      
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    5.6  Confidentiality;
      Access to Information.

    


    (a)
      Confidentiality.
      Any
      confidentiality agreement previously executed by the parties shall be superseded
      in its entirety by the provisions of this Agreement. Subject to the provisions
      of Section 5.7, each party agrees to maintain in confidence any non-public
      information received from the other party, and to use such non-public
      information only for purposes of consummating the transactions contemplated
      by
      this Agreement. Such confidentiality obligations will not apply to (i)
      information which was known to the one party or their respective agents prior
      to
      receipt from the other party; (ii) information which is or becomes generally
      known; (iii) information acquired by a party or their respective agents from
      a
      third party who was not bound to an obligation of confidentiality; and (iv)
      disclosure required by law or stock exchange or regulatory authority rule.
      In
      the event this Agreement is terminated as provided in Article VIII hereof,
      each
      party (i) will destroy or return or cause to be destroyed or returned to the
      other all documents and other material obtained from the other in connection
      with the Merger contemplated hereby, and (ii) will use its best efforts to
      delete from its computer systems all documents and other material obtained
      from
      the other in connection with the Merger contemplated hereby.

    


    (b)
      Access
      to Information.
      BVICo
      and the Shareholders will afford COAC and its financial advisors, accountants,
      counsel and other representatives reasonable access during normal business
      hours, upon reasonable notice, to the properties, books, records and personnel
      of HKCo and Ge Rui during the period prior to the Closing to obtain all
      information concerning the business, including the status of business
      development efforts, properties, results of operations and personnel of HKCo
      and
      Ge Rui, as COAC may reasonably request. No information or knowledge obtained
      by
      COAC in any investigation pursuant to this Section 5.6 will affect or be deemed
      to modify any representation or warranty contained herein or the conditions
      to
      the obligations of the parties to consummate the Merger.

    


    5.7  Public
      Disclosure.
      From
      the date of this Agreement until Closing or termination, the parties shall
      cooperate in good faith to jointly prepare all press releases and public
      announcements pertaining to this Agreement and the transactions governed by
      it,
      and no party shall issue or otherwise make any public announcement or
      communication pertaining to this Agreement or the transaction without the prior
      consent of COAC (in the case of BVICo or the Shareholders) or BVICo (in the
      case
      of COAC), except as required by any legal requirement or by the rules and
      regulations of, or pursuant to any agreement of a stock exchange or trading
      system. Each party will not unreasonably withhold approval from the others
      with
      respect to any press release or public announcement. If any party determines
      with the advice of counsel that it is required to make this Agreement and the
      terms of the transaction public or otherwise issue a press release or make
      public disclosure with respect thereto, it shall, at a reasonable time before
      making any public disclosure, consult with the other party regarding such
      disclosure, seek such confidential treatment for such terms or portions of
      this
      Agreement or the transaction as may be reasonably requested by the other party
      and disclose only such information as is legally compelled to be disclosed.
      This
      provision will not apply to communications by any party to its counsel,
      accountants and other professional advisors.


    
      
        
        

      

      
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    5.8  Best
      Efforts.
      Upon
      the terms and subject to the conditions set forth in this Agreement, each of
      the
      parties agrees to use its best efforts to take, or cause to be taken, all
      actions, and to do, or cause to be done, and to assist and cooperate with the
      other parties in doing, all things necessary, proper or advisable to consummate
      and make effective, in the most expeditious manner practicable, the Merger
      and
      the other transactions contemplated by this Agreement, including using best
      efforts to accomplish the following: (i) the taking of all reasonable acts
      necessary to cause the conditions precedent set forth in Article VI to be
      satisfied, (ii)
      the
      obtaining of all necessary actions, waivers, consents, approvals, orders and
      authorizations from Governmental Entities and the making of all necessary
      registrations, declarations and filings (including registrations, declarations
      and filings with Governmental Entities, if any) and the taking of all reasonable
      steps as may be necessary to avoid any suit, claim, action, investigation or
      proceeding by any Governmental Entity, (iii) the obtaining of all consents,
      approvals or waivers from third parties required as a result of the transactions
      contemplated in this Agreement, including the consents referred to in
Schedule
      2.5
      of the
      BVICo Schedule, (iv) the defending of any suits, claims, actions, investigations
      or proceedings, whether judicial or administrative, challenging this Agreement
      or the consummation of the transactions contemplated hereby, including seeking
      to have any stay or temporary restraining order entered by any court or other
      Governmental Entity vacated or reversed and (v) the execution or delivery of
      any
      additional instruments reasonably necessary to consummate the transactions
      contemplated by, and to fully carry out the purposes of, this Agreement. This
      obligation shall include, on the part of COAC, sending a termination letter
      to
      Continental in substantially the form of Exhibit A attached to the Investment
      Management Trust Agreement by and between COAC and Continental dated as of
      March
      19, 2007. In connection with and without limiting the foregoing, COAC and its
      board of directors and BVICo, HKCo, Ge Rui and their boards of directors shall,
      if any takeover statute or similar statute or regulation is or becomes
      applicable to the Merger, this Agreement or any of the transactions contemplated
      by this Agreement, use its best efforts to enable the Merger and the other
      transactions contemplated by this Agreement to be consummated as promptly as
      practicable on the terms contemplated by this Agreement. Notwithstanding
      anything herein to the contrary, nothing in this Agreement shall be deemed
      to
      require COAC, BVICo, HKCo or Ge Rui to agree to any divestiture by itself or
      any
      of its affiliates of shares of capital stock or of any business, assets or
      property, or the imposition of any material limitation on the ability of any
      of
      them to conduct their business or to own or exercise control of such assets,
      properties and stock.

    


    5.9  Sale
      Restriction.
      No
      public market sales of BVICo Ordinary Shares owned by the Shareholders or issued
      to the COAC Insiders as a result of the Merger, including shares issued pursuant
      to Section 1.12, shall be made for a period of twelve (12) months following
      the
      date of their issuance other than as permitted pursuant to the Lock-Up Agreement
      in the form of Exhibit
      D
      executed
      by such Person prior to or on the Closing Date. No private sales, transfers
      or
      other dispositions of BVICo Ordinary Shares owned by the Shareholders or issued
      to COAC Insiders as a result of the Merger shall be made unless the purchaser
      or
      other recipient acknowledges and agrees to the restriction stated in the
      preceding sentence by delivery to BVICo of a written document to such effect.
      Certificates representing BVICo Ordinary Shares owned by the Shareholders or
      issued to COAC Insiders as a result of the Merger shall bear a prominent legend
      to such effect.

    


    5.10  Certain
      Claims.
      As
      additional consideration for the issuance of COAC Common Stock pursuant to
      this
      Agreement, each of the Shareholders hereby releases and forever discharges,
      effective as of the Closing Date, BVICo, HKCo, Ge Rui and their respective
      directors, officers, employees and agents, from any and all rights, claims,
      demands, judgments, obligations, liabilities and damages, whether accrued or
      unaccrued, asserted or unasserted, and whether known or unknown arising out
      of
      or resulting from such Shareholder’s (i) status as a holder of an equity
      interest in BVICo; and (ii) employment, service, consulting or other similar
      agreement entered into with BVICo, HKCo or Ge Rui prior to Closing to the extent
      that the basis for claims under any such agreement that survives the Closing
      arise prior to the Closing, provided, however, the foregoing shall not release
      any obligations of COAC set forth in this Agreement or any of the other
      documents executed in connection with the transactions contemplated
      hereby.

    


    5.11  No
      Claim Against Trust Fund.
      Notwithstanding anything else in this Agreement, BVICo and each of the
      Shareholders acknowledge that they have read COAC’s final prospectus dated March
      20, 2007 and understand that COAC has established the Trust Fund for the benefit
      of COAC’s public stockholders and that COAC may disburse monies from the Trust
      Fund only (a) to COAC’s public stockholders in the event they elect to convert
      their shares into cash in accordance with COAC’s Charter Documents and/or the
      liquidation of COAC or (b) to COAC after, or concurrently with, the consummation
      of a business combination. BVICo and the Shareholders further acknowledge that,
      if the transactions contemplated by this Agreement, or, upon termination of
      this
      Agreement, another business combination, are not consummated by March 20, 2009,
      COAC will be obligated to return to its stockholders the amounts being held
      in
      the Trust Fund. Accordingly, BVICo and each of the Shareholders, for themselves
      and their subsidiaries, affiliated entities, directors, officers, employees,
      stockholders, representatives, advisors and all other associates and affiliates,
      hereby waives all rights, title, interest or claim of any kind against COAC
      to
      collect from the Trust Fund any monies that may be owed to it by COAC for any
      reason whatsoever, including but not limited to a breach of this Agreement
      by
      COAC or any negotiations, agreements or understandings with COAC (whether in
      the
      past, present or future), and will not seek recourse against the Trust Fund
      at
      any time for any reason whatsoever. This Section 5.11 will survive this
      Agreement and will not expire and will not be altered in any way without the
      express written consent of COAC.


    
      
        
        

      

      
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    5.12  Disclosure
      of Certain Matters.
      Each of
      COAC and BVICo and the Shareholders will provide the others with prompt written
      notice of any event, development or condition that (a) would cause any of such
      party’s representations and warranties to become untrue or misleading or which
      may affect its ability to consummate the transactions contemplated by this
      Agreement, (b) had it existed or been known on the date hereof would have been
      required to be disclosed under this Agreement, (c) gives such party any reason
      to believe that any of the conditions set forth in Article VI will not be
      satisfied, (d) is of a nature that is or may be materially adverse to the
      operations, prospects or condition (financial or otherwise) of BVICo, HKCo
      or Ge
      Rui, or (e) would require any amendment or supplement to the Registration
      Statement or the Proxy Statement/Prospectus. The parties shall have the
      obligation to supplement or amend the BVICo Schedule and the COAC Schedule
      (the
“Disclosure
      Schedules”)
      being
      delivered concurrently with the execution of this Agreement with respect to
      any
      matter hereafter arising or discovered which, if existing or known at the date
      of this Agreement, would have been required to be set forth or described in
      the
      Disclosure Schedules. The obligations of the parties to amend or supplement
      the
      Disclosure Schedules being delivered herewith shall terminate on the Closing
      Date. Notwithstanding any such amendment or supplementation, for purposes of
      Sections 6.2(a), 6.3(a), 7.1(a)(i), 8.1(d) and 8.1(e), the representations
      and
      warranties of the parties shall be made with reference to the Disclosure
      Schedules as they exist at the time of execution of this Agreement, subject
      to
      such anticipated changes as are set forth in Schedule 4.1 or otherwise expressly
      contemplated by this Agreement or that are set forth in the Disclosure Schedules
      as they exist on the date of this Agreement.

    


    5.13  Securities
      Listing.
      COAC,
      BVICo and the Shareholders shall use best efforts to obtain the listing for
      trading of the BVICo Ordinary Shares, the BVICo Warrants and the BVICo Units
      on
      the Nasdaq Stock Market. If such listing is not obtained by the Closing, the
      parties shall continue to use their best efforts after the Closing to obtain
      such listing.

    


    5.14  Non-Competition;
      Non-Solicitation; Non-Hire.

    


    (a)
      For a
      period of three (3) years from the Closing Date, no Shareholder shall, directly
      or indirectly, individually or as an employee, partner, officer, director or
      shareholder or in any other capacity whatsoever of or for any Person other
      than
      BVICo, HKCo, Ge Rui or their respective subsidiaries or Affiliates own, manage,
      operate, sell, control or participate in the ownership, management, operation,
      sales or control of or be connected in any manner, including as an employee,
      advisor or consultant or similar role, with any business engaged, in the
      geographical areas referred to in Section 5.14(b), in the management or
      operation of metal rolling and fabrication facilities or the provision of
      products or services that are substantially similar to or competitive with
      the
      business of BVICo, HKCo, Ge Rui or any of their respective subsidiaries or
      Affiliates.

    


    (b)
      The
      geographical areas in which the restrictions provided for in this Section 5.14
      apply include the PRC and all other countries in which BVICo, HKCo, Ge Rui
      (or
      any of their respective subsidiaries or Affiliates) are conducting business
      at
      the time in question, whether or not any of BVICo, HKCo, Ge Rui (or such
      subsidiary or Affiliate) has an actual physical presence in such location.
      Each
      Shareholder acknowledges that (i) the scope and period of restrictions and
      the
      geographical area to which the restrictions imposed in this Section applies
      are
      fair and reasonable and are reasonably required for the protection of BVICo,
      HKCo, Ge Rui and their respective subsidiaries and Affiliates, (ii) this
      Agreement accurately describes the business to which the restrictions are
      intended to apply and (iii) the obligations and restrictions provided for herein
      are an integral part of the consideration motivating COAC to enter into this
      Agreement.


    
      
        
        

      

      
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    (c)
      In
      addition to, and not in limitation of, the non-competition covenants set forth
      above in this Section 5.14, each Shareholder agrees with BVICo, HKCo and Ge
      Rui
      that, for a period of three (3) years from the Closing Date, he, she or it
      will
      not, either for himself, herself or itself or for any other Person or entity,
      directly or indirectly (other than for BVICo, HKCo or Ge Rui and any of their
      respective subsidiaries and Affiliates), solicit business from, or attempt
      to
      sell, license or provide the same or similar products or services as are then
      provided, by BVICo, HKCo, Ge Rui or any subsidiary or Affiliate thereof to
      any
      customer of BVICo, HKCo, Ge Rui or their respective subsidiaries or
      Affiliates.

    


    (d)
      In
      addition to, and not in limitation of, the non-competition covenants set forth
      above in this Section, each Shareholder agrees that, for a period of three
      (3)
      years from the Closing, he, she or it will not, either for himself, herself
      or
      itself or for any other Person or entity, directly or indirectly, recruit,
      attempt to hire, solicit, induce or attempt to induce any executive, employee,
      consultant or contractor of BVICo, HKCo, Ge Rui or any subsidiary or Affiliate
      thereof, to terminate his, her or its employment or his, her or its services
      with, BVICo, HKCo, Ge Rui or any subsidiary or Affiliate thereof or to take
      employment with another Person.

    


    (e)
      It is
      the intent of the parties that the provisions of this Section will be enforced
      to the fullest extent permissible under applicable law. If any particular
      provision or portion of this Section 5.14 is adjudicated to be invalid or
      unenforceable, this Agreement will be deemed amended to revise that provision
      or
      portion to the minimum extent necessary to render it enforceable. Such amendment
      will apply only with respect to the operation of this Section 5.14(e) in the
      particular jurisdiction in which such adjudication is made.

    


    5.15  Exclusivity.

    


    (a)
      None
      of BVICo or any Shareholder shall, and each of them shall use its best efforts
      to cause each of its officers, directors, employees, representatives and agents
      not to, directly or indirectly, (i) encourage, solicit, initiate, engage or
      participate in negotiations with any person or entity (other than COAC)
      concerning any Acquisition Transaction (as defined below) or (ii) take any
      other
      action intended or designed to facilitate the efforts of any Person (other
      than
      COAC) relating to a possible Acquisition Transaction. For purposes of this
      Agreement, the term “Acquisition
      Transaction”
shall
      mean any of the following involving BVICo, HKCo, Ge Rui or any subsidiary
      thereof: (i) any merger, consolidation, share exchange, business combination
      or
      other similar transaction; or (ii) any sale, lease, exchange, transfer or other
      disposition of any of the assets of BVICo, HKCo, Ge Rui or their subsidiaries
      (other than in the normal course of business consistent with past practice)
      or
      any shares of the capital stock of BVICo, HKCo, Ge Rui or any subsidiary thereof
      in a single transaction or series of transactions.

    


    (b)
      In
      the event that there is an unsolicited proposal for, or an unsolicited
      indication of a serious interest in entering into, an Acquisition Transaction,
      communicated to BVICo or any Shareholder or any of their representatives or
      agents, such Person shall immediately (and in no more than 48 hours) give
      written notice thereof to COAC.

    


    5.16  Charter
      Protections; Directors’ and Officers’ Liability Insurance.

    


    (a)
      All
      rights to indemnification for acts or omissions occurring through the Closing
      Date now existing in favor of the current directors and officers of COAC as
      provided in the Charter Documents of COAC or in any indemnification agreements
      shall survive the Merger and shall continue in full force and effect in
      accordance with their terms.

    


    (b)
      For a
      period of six (6) years after the Closing Date, BVICo shall cause to be
      maintained in effect the current policies of directors’ and officers’ liability
      insurance maintained by COAC (or policies of at least the same coverage and
      amounts containing terms and conditions which are no less advantageous), with
      respect to claims arising from facts and events that occurred prior to the
      Closing Date.

    


    (c)
      If
      BVICo or any of its successors or assigns (i) consolidates with or merges into
      any other Person and shall not be the continuing or surviving entity of such
      consolidation or merger, or (ii) transfers or conveys all or substantially
      all
      of its properties and assets to any Person, then, in each such case, to the
      extent necessary, proper provision shall be made so that the successors and
      assigns of BVICo assume the obligations set forth in this Section
      5.16.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    (d)
      The
      provisions of this Section 5.16 are intended to be for the benefit of, and
      shall
      be enforceable by, each Person who will have been a director or officer of
      COAC
      for all periods ending on or before the Closing Date and may not be changed
      without the consent of the Person who served as Chairman of COAC immediately
      prior to the Closing Date.

    


    5.17  Insider
      Loans; Equity Ownership in Subsidiaries.
      Each
      Shareholder and each present or former shareholder of Ge Rui and HKCo, at or
      prior to Closing, shall (i) repay to BVICo, HKCo or Ge Rui any loan by BVICo,
      HKCo or Ge Rui to such Shareholder or present or former shareholder and any
      other amount owed by the Shareholder or present or former shareholder to BVICo,
      HKCo or Ge Rui; (ii) cause any guaranty or similar arrangement pursuant to
      which
      BVICo, HKCo or Ge Rui has guaranteed the payment or performance of any
      obligations of such Shareholder or present or former shareholder to a third
      party to be terminated; and (iii) cease to own any direct equity interests
      in
      any subsidiary of BVICo, HKCo or Ge Rui or in any other Person that utilizes
      the
      names “Henan
      Green Complex Materials”
or
      “Ge
      Rui.”
BVICo,
      HKCo and Ge Rui shall each use its best efforts to enable the Shareholders
      and
      present and former shareholders to accomplish the foregoing.

    


    5.18  Certain
      Financial Information.
      Within
      fifteen (15) business days after the end of each month between the date hereof
      and the earlier of the Closing Date and the date on which this Agreement is
      terminated, BVICo shall deliver to COAC unaudited consolidated financial
      statements of BVICo, HKCo and Ge Rui for such month, including a balance sheet,
      statement of operations, statement of cash flows and statement of shareholders’
equity, that are certified as correct and complete by the Chief Executive
      Officer and Chief Financial Officer of BVICo, prepared in accordance with U.S.
      GAAP applied on a consistent basis to prior periods (except as may be indicated
      in the notes thereto) and fairly present in all material respects the financial
      position of BVICo, HKCo and Ge Rui at the date thereof and the results of its
      operations and cash flows for the period indicated, except that such statements
      need not contain notes and may be subject to normal adjustments that are not
      expected to have a Material Adverse Effect on BVICo, HKCo or Ge
      Rui.

    


    5.19  Access
      to Financial Information.
      BVICo,
      HKCo and Ge Rui will, and will cause their auditors to, (a) continue to provide
      COAC and its advisors full access to all of BVICo’s, HKCo’s and Ge Rui’s
      financial information used in the preparation of its Audited Financial
      Statements and Unaudited Financial Statements and the financial information
      furnished pursuant to Section 5.18 hereof and (b) cooperate fully with any
      reviews performed by COAC or its advisors of any such financial statements
      or
      information.

    


    5.20  COAC
      Borrowings.
      Through
      the Closing, COAC shall be allowed to borrow funds from its directors, officers
      and/or stockholders to meet its reasonable capital requirements, with any such
      loans to be made only as reasonably required by the operation of COAC in due
      course on a non-interest bearing basis and repayable at Closing. The proceeds
      of
      such loans shall not be used for the payment of salaries, bonuses or other
      compensation to any of COAC’s directors, officers or
      stockholders.

    


    5.21  Trust
      Fund Disbursement.
      COAC
      shall cause the Trust Fund to be disbursed to BVICo immediately upon the
      Closing. All liabilities of COAC due and owing or incurred at or prior to the
      Effective Time shall be paid as and when due, including all COAC tax liabilities
      and the payment at Closing of deferred underwriting discounts and commissions,
      professional fees related to these transactions, and adequate reserves shall
      be
      made against amounts distributed from the Trust Fund therefor.

    


    5.22  Ge
      Rui Chief Financial Officer.
      Prior
      to the commencement of presentations to investors by COAC with respect to the
      transactions contemplated by this Agreement, BVICo shall cause Ge Rui to hire
      a
      chief financial officer or other senior executive who is fluent in English
      and
      who will be able to participate in such presentations.


    
      
        
        

      

      
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    ARTICLE
      VI

    


    CONDITIONS
      TO THE TRANSACTION

    


    6.1  Conditions
      to Obligations of Each Party to Effect the Merger.
      The
      respective obligations of each party to this Agreement to effect the Merger
      shall be subject to the satisfaction at or prior to the Closing Date of the
      following conditions:

    


    (a)
      COAC
      Stockholder Approval.
      The
      COAC Stockholder Approval shall have been duly approved and adopted by the
      stockholders of COAC by the requisite vote under the law of the State of
      Delaware and the COAC Charter Documents.

    


    (b)
      COAC
      Common Stock.
      Holders
      of less than forty percent (40%) of the shares of COAC Common Stock issued
      in
      COAC’s initial public offering of securities and outstanding immediately before
      the Closing shall have voted against the Merger and correspondingly exercised
      their rights to convert their shares into a pro rata share of the Trust Fund in
      accordance with COAC’s Charter Documents.

    


    (c)
      HSR
      Act; No Order.
      All
      specified waiting periods under the HSR Act shall have expired and no
      Governmental Entity shall have enacted, issued, promulgated, enforced or entered
      any statute, rule, regulation, executive order, decree, injunction or other
      order (whether temporary, preliminary or permanent) which is in effect and
      which
      has the effect of making the Merger illegal or otherwise prohibiting
      consummation of the Merger, substantially on the terms contemplated by this
      Agreement.

    


    (d)
      Registration
      Statement Effective.
      The
      Registration Statement shall have been declared effective by the
      SEC.

    


    6.2  Additional
      Conditions to Obligations of BVICo and the Shareholders.
      The
      obligations of BVICo and the Shareholders to consummate and effect the Merger
      shall be subject to the satisfaction at or prior to the Closing Date of each
      of
      the following conditions, any of which may be waived, in writing, exclusively
      by
      BVICo:

    


    (a)
      Representations
      and Warranties.
      Each
      representation and warranty of COAC contained in this Agreement that is (i)
      qualified as to materiality shall have been true and correct (A) as of the
      date
      of this Agreement and (B) subject to the provisions of the last sentence of
      Section 5.12, on and as of the Closing Date with the same force and effect
      as if
      made on the Closing Date, and (ii) not qualified as to materiality shall have
      been true and correct (C) as of the date of this Agreement and (D) subject
      to
      the provisions of the last sentence of Section 5.12, in all material respects
      on
      and as of the Closing Date with the same force and effect as if made on the
      Closing Date. BVICo shall have received a certificate with respect to the
      foregoing signed on behalf of COAC by an authorized officer of COAC
      (“COAC
      Closing Certificate”).

    


    (b)
      Agreements
      and Covenants.
      COAC
      shall have performed or complied with all agreements and covenants required
      by
      this Agreement to be performed or complied with by it on or prior to the Closing
      Date, except to the extent that any failure to perform or comply (other than
      a
      willful failure to perform or comply or failure to perform or comply with an
      agreement or covenant reasonably within the control of COAC) does not, or will
      not, constitute a Material Adverse Effect with respect to COAC, and the COAC
      Closing Certificate shall include a provision to such effect.

    


    (c)
      No
      Litigation.
      No
      action, suit or proceeding shall be pending or threatened before any
      Governmental Entity which is reasonably likely to (i) prevent consummation
      of
      any of the transactions contemplated by this Agreement or (ii) cause any of
      the
      transactions contemplated by this Agreement to be rescinded following
      consummation and no order, judgment, decree, stipulation or injunction to any
      such effect shall be in effect.

    


    (d)
      Consents.
      COAC
      shall have obtained all consents, waivers and approvals required to be obtained
      by COAC in connection with the consummation of the transactions contemplated
      hereby, other than consents, waivers and approvals the absence of which, either
      alone or in the aggregate, could not reasonably be expected to have a Material
      Adverse Effect on COAC and the COAC Closing Certificate shall include a
      provision to such effect.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    (e)
      Material
      Adverse Effect.
      No
      Material Adverse Effect with respect to COAC shall have occurred since the
      date
      of this Agreement.

    


    (f)
      SEC
      Compliance.
      Immediately prior to Closing, COAC shall be in compliance with the reporting
      requirements under the Exchange Act.

    


    (g)
      Opinion
      of Counsel.
      BVICo
      shall have received from (i) Graubard Miller, United States counsel to COAC,
      an
      opinion of counsel in substantially the form of Exhibit G.

    


    (h)
      Voting
      Agreement.
      The
      Voting Agreement substantially in the form of Exhibit E shall be in full force
      and effect.

    


    (i)
      Other
      Deliveries.
      At or
      prior to Closing, COAC shall have delivered to BVICo (i) copies of resolutions
      and actions taken by COAC’s board of directors in connection with the approval
      of this Agreement and the transactions contemplated hereunder, and (ii) such
      other documents or certificates as shall reasonably be required by BVICo and
      its
      counsel in order to consummate the transactions contemplated
      hereunder.

    


    (j)
      Trust
      Fund.
      COAC
      shall have made appropriate arrangements to have the Trust Fund, which shall
      contain no less than the amount referred to in Section 3.25, disbursed to BVICo
      immediately upon the Closing.

    


    6.3  Additional
      Conditions to the Obligations of COAC.
      The
      obligations of COAC to consummate and effect the Merger shall be subject to
      the
      satisfaction at or prior to the Closing Date of each of the following
      conditions, any of which may be waived, in writing, exclusively by
      COAC:

    


    (a)
      Representations
      and Warranties.
      Each
      representation and warranty of BVICo and the Shareholders contained in this
      Agreement that is (i) qualified as to materiality shall have been true and
      correct (A) as of the date of this Agreement and (B) subject to the provisions
      of the last sentence of Section 5.12, on and as of the Closing Date with the
      same force and effect as if made on the Closing Date, and (ii) not qualified
      as
      to materiality shall have been true and correct (C) as of the date of this
      Agreement and (D) subject to the provisions of the last sentence of Section
      5.12, in all material respects on and as of the Closing Date with the same
      force
      and effect as if made on the Closing Date. COAC shall have received a
      certificate with respect to the foregoing signed on behalf of BVICo by an
      authorized officer of BVICo and by the Shareholders (“BVICo
      Closing Certificate”).

    


    (b)
      Agreements
      and Covenants.
      BVICo
      and the Shareholders shall have performed or complied with all agreements and
      covenants required by this Agreement to be performed or complied with by them
      at
      or prior to the Closing Date except to the extent that any failure to perform
      or
      comply (other than a willful failure to perform or comply or failure to perform
      or comply with an agreement or covenant reasonably within the control of BVICo
      or the Shareholders) does not, or will not, constitute a Material Adverse Effect
      on BVICo, HKCo and Ge Rui, and the BVICo Closing Certificate shall include
      a
      provision to such effect.

    


    (c)
      No
      Litigation.
      No
      action, suit or proceeding shall be pending or threatened before any
      Governmental Entity which is reasonably likely to (i) prevent consummation
      of
      any of the transactions contemplated by this Agreement, (ii) cause any of the
      transactions contemplated by this Agreement to be rescinded following
      consummation or (iii) affect materially and adversely the right of BVICo to
      own,
      operate or control any of the assets and operations of BVICo, HKCo and Ge Rui
      following the Merger and no order, judgment, decree, stipulation or injunction
      to any such effect shall be in effect.

    


    (d)
      Consents.
      BVICo
      and the Shareholders shall have obtained all consents, waivers, permits and
      approvals required to be obtained by them in connection with the consummation
      of
      the transactions contemplated hereby, other than consents, waivers and approvals
      the absence of which, either alone or in the aggregate, could not reasonably
      be
      expected to have a Material Adverse Effect on BVICo, HKCo and Ge Rui and the
      BVICo Closing Certificate shall include a provision to such effect.

    


    (e)
      Material
      Adverse Effect.
      No
      Material Adverse Effect with respect to BVICo, HKCo and Ge Rui shall have
      occurred since the date of this Agreement.


    
      
        
        

      

      
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    (f)
      Ancillary
      Agreements.
      The
      Escrow Agreement substantially in the form of Exhibit
      C,
      the
      Lock-Up Agreements substantially in the form of Exhibit
      D
      and the
      Voting Agreement substantially in the form of Exhibit
      E
      shall be
      in full force and effect.

    


    (g)
      Opinion
      of PRC Counsel.
      COAC
      shall have received from PRC counsel to BVICo and the Shareholders an opinion
      of
      counsel in substantially the form of Exhibit
      G.

    


    (h)
      Opinion
      of Other Counsel.
      COAC
      shall have received from United States, British Virgin Islands and Hong Kong
      counsel to BVICo and the Shareholders (each of which counsel shall be reasonably
      acceptable to COAC) opinions reasonable satisfactory in form and substance
      confirming the matters referred to in Sections 2.1(a), 2.1(b), 2.1(c), 2.3(a),
      2.4, 2.5, 2.6 and 2.21 (as appropriate for each such jurisdiction) and
      addressing such other matters as are customary for transactions of the type
      contemplated by this Agreement and as COAC may reasonably request.

    


    (i)
      Other
      Deliveries.
      At or
      prior to Closing, BVICo and the Shareholders shall have delivered to COAC:
      (i)
      copies of resolutions and actions taken by BVICo’s board of directors and
      stockholders in connection with the approval of this Agreement and the
      transactions contemplated hereunder, and (ii) such other documents or
      certificates as shall reasonably be required by COAC and its counsel in order
      to
      consummate the transactions contemplated hereunder.

    


    (j)
      [Intentionally
      Omitted.]

    


    (k)
      Derivative
      Securities.
      There
      shall be outstanding no options, warrants or other derivative securities
      entitling the holders thereof to acquire BVICo Ordinary Shares or other
      securities of BVICo, HKCo or Ge Rui.

    


    (l)
      Appraisal
      Rights.
      The
      holders of no more than (i) 5% of the outstanding shares of COAC Common Stock
      or
      (ii) 39.99% of the outstanding shares of COAC Common Stock on a cumulative
      basis
      with any stockholder seeking conversion rights shall have taken action to
      exercise their appraisal rights pursuant to the DGCL.

    


    (m)
      Insider
      Loans; Equity Ownership in Subsidiaries.
      All
      outstanding indebtedness owed by BVICo Insiders and present and former
      shareholders of HKCo and Ge Rui to BVICo, HKCo or Ge Rui shall have been repaid
      in full, including the indebtedness and other obligations described on
Schedule
      2.22;
      all
      outstanding guaranties and similar arrangements pursuant to which BVICo, HKCo
      or
      Ge Rui has guaranteed the payment or performance of any obligations of any
      BVICo
      Insider or present or former shareholder of HKCo or Ge Rui to a third party
      shall have been terminated; and (iii) no BVICo Insider or present or former
      shareholder of HKCo or Ge Rui shall own any direct equity interests in any
      Person that utilizes in its name “Henan Green Complex Materials” or “Ge
      Rui.”

    


    ARTICLE
      VII

    


    INDEMNIFICATION

    


    7.1  Indemnification
      of BVICo.

    


    (a)
      Subject to the terms and conditions of this Article VII (including without
      limitation the limitations set forth in Section 7.4), BVICo, HKCo, Ge Rui and
      their respective representatives, successors and permitted assigns (the
“BVICo
      Indemnitees”)
      shall
      be indemnified, defended and held harmless by Oasis Green from and against
      all
      Losses asserted against, resulting to, imposed upon, or incurred by any BVICo
      Indemnitee by reason of, arising out of or resulting from:

    


    (i)
      the
      inaccuracy or breach of any representation or warranty of BVICo or the
      Shareholders contained in or made pursuant to this Agreement, any Schedule
      or
      any certificate delivered by BVICo or the Shareholders to COAC pursuant to
      this
      Agreement with respect hereto or thereto in connection with the
      Closing;

    


    (ii)
      the
      non-fulfillment or breach of any covenant or agreement of BVICo or the
      Shareholders contained in this Agreement;


    
      
        
        

      

      
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    (iii)
      any
      assessment or penalty against BVICo, HKCo or Ge Rui for Taxes for any period
      ending prior to the Closing Date;

    


    (iv)
      the
      operation of Ge Rui, HKCo and BVICo prior to the Closing Date;

    


    (v)
      the
      matters referred to in Appendix III of the PRC Counsel Signing Opinion;
      and

    


    (vi)
      the
      matters referred to in Schedule
      2.20
      hereto
      and Section 2.25 herein.

    


    (b)
      As
      used in this Article VII, the term “Losses”
shall
      include all losses, liabilities, damages, judgments, awards, orders, penalties,
      settlements, costs and expenses (including, without limitation, interest,
      penalties, court costs and reasonable legal fees and expenses) including those
      arising from any demands, claims, suits, actions, costs of investigation,
      notices of violation or noncompliance, causes of action, proceedings and
      assessments whether or not made by third parties or whether or not ultimately
      determined to be valid. Solely for the purpose of determining the amount of
      any
      Losses (and not for determining any breach) for which a BVICo Indemnitee may
      be
      entitled to indemnification pursuant to Article VII, any representation or
      warranty contained in this Agreement that is qualified by a term or terms such
      as “material,”
      “materially,”
or
      “Material
      Adverse Effect”
shall
      be deemed made or given without such qualification and without giving effect
      to
      such words.

    


    7.2  Indemnification
      of Third Party Claims.
      The
      indemnification obligations and liabilities under this Article VII with respect
      to actions, proceedings, lawsuits, investigations, demands or other claims
      brought against a BVICo Indemnitee by a Person other than a Shareholder (a
      “Third
      Party Claim”)
      shall
      be subject to the following terms and conditions:

    


    (a)
      Notice
      of Claim.
      BVICo
      will give Oasis Green prompt written notice after receiving written notice
      of
      any Third Party Claim or discovering the liability, obligation or facts giving
      rise to such Third Party Claim (a “Notice
      of Claim”)
      which
      Notice of Third Party Claim shall set forth (i) a brief description of the
      nature of the Third Party Claim, (ii) the total amount of the actual
      out-of-pocket Loss or the anticipated potential Loss (including any costs or
      expenses which have been or may be reasonably incurred in connection therewith),
      and (iii) whether such Loss may be covered (in whole or in part) under any
      insurance and the estimated amount of such Loss which may be covered under
      such
      insurance, and Oasis Green shall be entitled to participate in the defense
      of
      Third Party Claim at its expense.

    


    (b)
      Defense.
      Oasis
      Green shall have the right, at its option (subject to the limitations set forth
      in Section 7.2(c)) and at its expense, by written notice to BVICo, to assume
      the
      entire control of, subject to the right of BVICo to participate (at its expense
      and with counsel of its choice) in, the defense, compromise or settlement of
      the
      Third Party Claim as to which such Notice of Claim has been given, and shall
      be
      entitled to appoint a recognized and reputable counsel reasonably acceptable
      to
      BVICo to be the lead counsel in connection with such defense. If Oasis Green
      is
      permitted and elects to assume the defense of a Third Party Claim:

    


    (i)
      it
      shall diligently and in good faith defend such Third Party Claim and shall
      keep
      BVICo reasonably informed of the status of such defense; provided, however,
      that
      BVICo shall have the right to approve any settlement, which approval will not
      be
      unreasonably withheld, delayed or conditioned; and

    


    (ii)
      BVICo shall cooperate fully in all respects with Oasis Green in any such
      defense, compromise or settlement thereof, including, without limitation, the
      selection of counsel, and BVICo shall make available to Oasis Green all
      pertinent information and documents under its control.

    


    (c)
      Limitations
      of Right to Assume Defense.
      Oasis
      Green shall not be entitled to assume control of such defense and shall pay
      the
      fees and expenses of counsel retained by BVICo if (i) the Third Party Claim
      relates to or arises in connection with any criminal proceeding, action,
      indictment, allegation or investigation; (ii) the Third Party Claim seeks an
      injunction or equitable relief against a BVICo Indemnitee; or (iii) there is
      a
      reasonable probability that a Third Party Claim may materially and adversely
      affect a BVICo Indemnitee other than as a result of money damages or other
      money
      payments.


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    (d)
      Other
      Limitations.
      Failure
      to give prompt Notice of Claim or to provide copies of relevant available
      documents or to furnish relevant available data shall not constitute a defense
      (in whole or in part) to the obligations of Oasis Green to defend against any
      Third Party Claim and shall not affect Oasis Green’ duty or obligations under
      this Article VII, except to the extent (and only to the extent that) such
      failure shall have adversely affected the ability of Oasis Green to defend
      against or reduce its liability or caused or increased such liability or
      otherwise caused the damages for which Oasis Green is obligated to be greater
      than such damages would have been had BVICo given Oasis Green prompt notice
      hereunder. So long as Oasis Green is defending any such action actively and
      in
      good faith, BVICo shall not settle such action. BVICo shall make available
      to
      Oasis Green all relevant records and other relevant materials required by them
      and in the possession or under the control of BVICo, for the use of Oasis Green
      and its representatives in defending any such action, and shall in other
      respects give reasonable cooperation in such defense.

    


    (e)
      Failure to Defend.
      If
      Oasis Green, promptly after receiving a Notice of Claim, fails to defend such
      Third Party Claim actively and in good faith, BVICo, at the reasonable cost
      and
      expense of Oasis Green, will (upon further written notice) have the right to
      undertake the defense, compromise or settlement of such Third Party Claim as
      it
      may determine in its reasonable discretion, provided that Oasis Green shall
      have
      the right to approve any settlement, which approval will not be unreasonably
      withheld, delayed or conditioned.

    


    (f)
      BVICo’s Rights.
      Anything in this Section 7.2 to the contrary notwithstanding, Oasis Green shall
      not, without the written consent of BVICo, settle or compromise any action
      or
      consent to the entry of any judgment which does not include as an unconditional
      term thereof the giving by the claimant or the plaintiff to BVICo of a full
      and
      unconditional release from all liability and obligation in respect of such
      action without any payment by BVICo.

    


    (g)
      Oasis Green Consent.
      Unless
      Oasis Green has consented to a settlement of a Third Party Claim, the amount
      of
      the settlement shall not be a binding determination of the amount of the Loss
      and such amount shall be determined in accordance with the provisions of the
      Escrow Agreement.

    


    7.3  Insurance
      Effect.
      To the
      extent that any Losses that are subject to indemnification pursuant to this
      Article VII are covered by insurance paid for by BVICo, HKCo or Ge Rui prior
      to
      the Closing, BVICo shall use best efforts to obtain the maximum recovery under
      such insurance; provided that BVICo shall nevertheless be entitled to bring
      a
      claim for indemnification under this Article VII in respect of such Losses
      and
      the time limitations set forth in Section 7.4 for bringing a claim of
      indemnification under this Agreement shall be tolled during the pendency of
      such
      insurance claim. The existence of a claim by BVICo for monies from an insurer
      or
      against a third party in respect of any Loss shall not, however, delay any
      payment pursuant to the indemnification provisions contained herein and
      otherwise determined to be due and owing by Oasis Green. If BVICo has received
      the payment required by this Agreement from Oasis Green in respect of any Loss
      and later receives proceeds from insurance or other amounts in respect of such
      Loss, then it shall hold such proceeds or other amounts in trust for the benefit
      of Oasis Green and shall pay to Oasis Green, as promptly as practicable after
      receipt, a sum equal to the amount of such proceeds or other amount received,
      up
      to the aggregate amount of any payments received from Oasis Green pursuant
      to
      this Agreement in respect of such Loss. Notwithstanding any other provisions
      of
      this Agreement, it is the intention of the parties that no insurer or any other
      third party shall be (i) entitled to a benefit it would not be entitled to
      receive in the absence of the foregoing indemnification provisions, or (ii)
      relieved of the responsibility to pay any claims for which it is
      obligated.

    


    7.4  Limitations
      on Indemnification.

    


    (a)
      Survival;
      Time Limitation.
      The
      representations, warranties, covenants and agreements in this Agreement or
      in
      any writing delivered by BVICo or the Shareholders to BVICo or COAC in
      connection with this Agreement (including the BVICo Closing Certificate) and
      the
      indemnification obligations of Oasis Green pursuant to Section
      7.1(a)(iii),Section 7.1(a)(iv), Section 7.1(a)(v) and Section7.1(a)(vi) shall
      survive the Closing for the period that ends on the Indemnity Escrow Termination
      Date. Notwithstanding the foregoing, the representations, warranties and
      covenants in each of Section 1.14 (Shareholder Matters), Sections 2.1(a), (b)
      and (c) (Organization), Section 2.2 (Subsidiaries), Section 2.3 (Capitalization)
      and Section 2.4 (Authority Relative to this Agreement) shall survive without
      limitation as to time and the representations, warranties and covenants in
      each
      of Section 2.14 (Title to Property) and Section 2.15 (Taxes) shall survive
      the
      Closing until the sixtieth day following the expiration of the applicable
      statute of limitations.


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    


    (b)
      A
      claim for indemnification under this Article VII may be brought at any time
      prior to the end of the relevant period specified in Section 7.4(a)
      notwithstanding the release of any Indemnity Escrow Shares to Oasis Green upon
      the expiration of the Indemnity Escrow Termination Date; provided that any
      indemnification claim made subsequent to the Indemnity Escrow Termination Date
      shall be limited to the number of Indemnity Escrow Shares so released to Oasis
      Green. Any indemnification claim made prior to the termination of the applicable
      period shall be preserved despite the subsequent termination of such period
      and
      any claim set forth in a Notice of Claim sent prior to the expiration of such
      period shall survive until final resolution thereof.

    


    (c)
      Deductible.
      No
      amount shall be payable under Article VII unless and until the aggregate amount
      of all indemnifiable Losses otherwise payable exceeds Two Hundred Fifty Thousand
      Dollars ($250,000.00) (the “Deductible”),
      in
      which event the amount payable shall be the full amount of all Indemnifiable
      Losses from the first dollar thereof, and all future amounts that become payable
      under Section 7.1 from time to time thereafter. Notwithstanding the foregoing,
      the Deductible shall not apply to Losses resulting with respect to the
      representations, warranties and covenants referred to in the last sentence
      of
      Section 7.4(a) or an indemnification claim made pursuant to Section 7.1(a)(iii),
      Section 7.1(a)(v) or Section 7.1(a)(vi), all of which shall be indemnifiable
      as
      to all Losses that so arise from the first dollar thereof.

    


    7.5  Exclusive
      Remedy.
      BVICo,
      on behalf of itself and the other BVICo Indemnitees, hereby acknowledges and
      agrees that, from and after the Closing, the sole remedy of the BVICo
      Indemnitees with respect to any and all claims for money damages arising out
      of
      or relating to this Agreement shall be pursuant and subject to the requirements
      of the indemnification provisions set forth in this Article VII. Notwithstanding
      any of the foregoing, nothing contained in this Article VII shall in any way
      impair, modify or otherwise limit a BVICo Indemnitee’s right to bring any claim,
      demand or suit against the other party based upon such other party’s actual
      fraud or intentional or willful misrepresentation or omission, it being
      understood that a mere breach of a representation and warranty, without
      intentional or willful misrepresentation or omission, does not constitute
      fraud.

    


    7.6  Application
      of Indemnity Escrow Shares.
      The
      Escrow Agent, pursuant to the Escrow Agreement after the Closing, may apply
      all
      or a portion of the Indemnity Escrow Shares to satisfy any claim for
      indemnification pursuant to this Article VII. The Escrow Agent will hold the
      remaining portion of the Indemnity Escrow Shares until final resolution of
      all
      claims for indemnification or disputes relating thereto.

    


    ARTICLE
      VIII

    


    TERMINATION

    


    8.1  Termination.
      This
      Agreement may be terminated at any time prior to the Closing:

    


    (a)
      by
      mutual written agreement of COAC and BVICo at any time;

    


    (b)
      by
      either COAC or BVICo if the Merger shall not have been consummated by March
      19,
      2009 for any reason; provided, however, that the right to terminate this
      Agreement under this Section 8.1(b) shall not be available to any party whose
      action or failure to act has been a principal cause of or resulted in the
      failure of the Merger to occur on or before such date and such action or failure
      to act constitutes a breach of this Agreement;

    


    (c)
      by
      either COAC or BVICo if a Governmental Entity shall have issued an order,
      decree, judgment or ruling or taken any other action, in any case having the
      effect of permanently restraining, enjoining or otherwise prohibiting the
      Merger, which order, decree, ruling or other action is final and
      nonappealable;


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    


    (d)
      by
      BVICo, upon a material breach of any representation, warranty, covenant or
      agreement on the part of COAC set forth in this Agreement, or if any
      representation or warranty of COAC shall have become untrue, in either case
      such
      that the conditions set forth in Article VI would not be satisfied as of the
      time of such breach or as of the time such representation or warranty shall
      have
      become untrue, provided, that if such breach by COAC is curable by COAC prior
      to
      the Closing Date, then BVICo may not terminate this Agreement under this Section
      8.1(d) for thirty (30) days after delivery of written notice from BVICo to
      COAC
      of such breach, provided COAC continues to exercise best efforts to cure such
      breach (it being understood that BVICo may not terminate this Agreement pursuant
      to this Section 8.1(d) if it shall have materially breached this Agreement
      or if
      such breach by COAC is cured during such thirty (30)-day period);

    


    (e)
      by
      COAC, upon a material breach of any representation, warranty, covenant or
      agreement on the part of BVICo or the Shareholders set forth in this Agreement,
      or if any representation or warranty of BVICo or the Shareholders shall have
      become untrue, in either case such that the conditions set forth in Article
      VI
      would not be satisfied as of the time of such breach or as of the time such
      representation or warranty shall have become untrue, provided, that if such
      breach is curable by BVICo or the Shareholders prior to the Closing Date, then
      COAC may not terminate this Agreement under this Section 8.1(e) for thirty
      (30)
      days after delivery of written notice from COAC to BVICo of such breach,
      provided BVICo and the Shareholders continue to exercise best efforts to cure
      such breach (it being understood that COAC may not terminate this Agreement
      pursuant to this Section 8.1(e) if it shall have materially breached this
      Agreement or if such breach by BVICo or the Shareholders is cured during such
      thirty (30)-day period); or

    


    (f)
      by
      either COAC or BVICo, if, at the Special Meeting (including any adjournments
      thereof), this Agreement and the transactions contemplated thereby shall fail
      to
      be approved and adopted by the affirmative vote of the holders of COAC Common
      Stock required under COAC’s certificate of incorporation, or the holders of 40%
      or more of the number of shares of COAC Common Stock issued in COAC’s initial
      public offering and outstanding as of the date of the record date of the Special
      Meeting vote against the Merger and correspondingly exercise their rights to
      convert the shares of COAC Common Stock held by them into cash in accordance
      with COAC’s certificate of incorporation.

    


    8.2  Notice
      of Termination; Effect of Termination.
      Any
      termination of this Agreement under Section 8.1 will be effective immediately
      upon (or, if the termination is pursuant to Section 8.1(d) or Section 8.1(e)
      and
      the proviso therein is applicable, thirty (30) days after) the delivery of
      written notice of the terminating party to the other parties hereto. In the
      event of the termination of this Agreement as provided in Section 8.1, this
      Agreement shall be of no further force or effect and the Merger shall be
      abandoned, except for and subject to the following: (i) Sections 5.6, 5.11,
      8.2
      and 8.3 and Article X (General Provisions) shall survive the termination of
      this
      Agreement, and (ii) nothing herein shall relieve any party from liability for
      any breach of this Agreement, including a breach by a party electing to
      terminate this Agreement pursuant to Section 8.1(b) caused by the action or
      failure to act of such party constituting a principal cause of or resulting
      in
      the failure of the Merger to occur on or before the date stated
      therein.

    


    8.3  Fees
      and Expenses.
      All
      fees and expenses incurred in connection with this Agreement and the
      transactions contemplated hereby shall be paid by the party incurring such
      expenses whether or not the Merger is consummated.

    


    ARTICLE
      IX

    


    GENERAL
      PROVISIONS

    


    9.1  Notices.
      All
      notices and other communications hereunder shall be in writing and shall be
      deemed given if delivered personally or by commercial delivery service, or
      sent
      via telecopy (receipt confirmed) to the parties at the following addresses
      or
      facsimile numbers (or at such other address or facsimile numbers for a party
      as
      shall be specified by like notice):


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    if
      to
      COAC, to:

    


    China
      Opportunity Acquisition Corp.

    300
      Tice
      Boulevard

    Woodcliff
      Lake, NJ 07677

    Attention:
      Harry Edelson,

    Chief
      Executive Officer

    Telephone:
      201-930-9898

    Facsimile:
      201-930-8899

    


    with
      a
      copy to:

    


    David
      Alan Miller, Esq.

    Graubard
      Miller

    405
      Lexington Avenue

    New
      York,
      New York 10174-1901

    Telephone:
      212-818-8661

    Facsimile:
      212-818-8881

    


    if
      to
      BVICo, or the Shareholders, to:

    


    Lu
      Yu
      Ying

    c/o
      Lu
      Ming Wang

    Henan
      Green Complex Materials Co., Ltd

    Henan
      Zhengzhou Xinzheng

    Shuanghujingjikaifaqu
      1 hao

    Xinzheng
      City Zip Code 451191

    Henan
      Province

    People's
      Republic of China

    Phone:
      86-371-62568634

    Fax:
      86-371-62568683

    


    with
      a
      copy to:

    


    Wong
      Kwok
      Keung,

    Block
      12,
      Unit 902,

    1555,
      Kai
      Xuan Bei Lu,

    Shanghai,
      Zip Code 200063

    Shanghai,

    People's
      Republic of China

    Phone:
      86-13918955538

    Fax:
      86-21-52680233

    Email:
      kkwong1612gmail.com

    


    if
      to
      HKCo, to:

    


    Lu
      Yu
      Ying

    c/o
      Lu
      Ming Wang

    Henan
      Green Complex Materials Co., Ltd

    Henan
      Zhengzhou Xinzheng

    Shuanghujingjikaifaqu
      1 hao

    Xinzheng
      City Zip Code 451191

    Henan
      Province

    People's
      Republic of China

    Phone:
      86-371-62568634

    Fax:
      86-371-62568683


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    with
      a
      copy to:

    


    Wong
      Kwok
      Keung

    Block
      12,
      Unit 902,

    1555,
      Kai
      Xuan Bei Lu

    Shanghai,
      Zip Code 200063

    Shanghai,

    People's
      Republic of China

    Phone:
      86-13918955538

    Fax:
      86-21-52680233

    Email:
      kkwong1612gmail.com

    


    9.2  Interpretation.
      The
      definitions of the terms herein shall apply equally to the singular and plural
      forms of the terms defined. Whenever the context shall require, any pronoun
      shall include the corresponding masculine, feminine and neuter forms. When
      a
      reference is made in this Agreement to an Exhibit or Schedule, such reference
      shall be to an Exhibit or Schedule to this Agreement unless otherwise indicated.
      When a reference is made in this Agreement to Sections or subsections, such
      reference shall be to a Section or subsection of this Agreement. Unless
      otherwise indicated the words “include,”
      “includes”
and
      “including”
when
      used herein shall be deemed in each case to be followed by the words
“without
      limitation.”
The
      and
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this Agreement. When
      reference is made herein to “the
      business of”
an
      entity, such reference shall be deemed to include the business of all direct
      and
      indirect subsidiaries of such entity. Reference to the Subsidiaries of an entity
      shall be deemed to include all direct and indirect subsidiaries of such entity.
      For purposes of this Agreement:

    


    (a)
      the
      term “Material
      Adverse Effect”
when
      used in connection with an entity means any change, event, violation,
      inaccuracy, circumstance or effect, individually or when aggregated with other
      changes, events, violations, inaccuracies, circumstances or effects, that is
      materially adverse to the business, assets (including intangible assets),
      revenues, financial condition, prospects or results of operations of such
      entity, it being understood that none of the following alone or in combination
      shall be deemed, in and of itself, to constitute a Material Adverse Effect:
      (i)
      changes attributable to the public announcement or pendency of the transactions
      contemplated hereby, (ii) changes in general national or regional economic
      conditions that do not adversely affect the businesses of BVICo, HKCo, Ge Rui
      or
      the business of COAC, as the case may be, any more than such changes generally
      affect other businesses, or (iii) any SEC rulemaking requiring enhanced
      disclosure of reverse merger transactions with a public shell;

    


    (b)
      the
      term “Legal
      Requirements”
means
      any national, provincial, local, municipal, foreign or other law, statute,
      constitution, principle of common law, resolution, ordinance, code, edict,
      decree, rule, regulation, ruling or requirement issued, enacted, adopted,
      promulgated, implemented or otherwise put into effect by or under the authority
      of any Governmental Entity and all requirements set forth in applicable Company
      Contracts;

    


    (c)
      the
      term “Person”
shall
      mean any individual, corporation (including any non-profit corporation), general
      partnership, limited partnership, limited liability partnership, joint venture,
      estate, trust, company (including any limited liability company or joint stock
      company), firm or other enterprise, association, organization, entity or
      Governmental Entity;

    


    (d)
      the
      term “knowledge”
means
      actual knowledge or awareness, after due inquiry, as to a specified fact or
      event of a Person that is an individual or of an executive officer or director
      of a Person that is a corporation or of a Person in a similar capacity of an
      entity other than a corporation;

    


    (e)
      the
      term “Lien”
means
      any mortgage, pledge, security interest, encumbrance, lien, restriction or
      charge of any kind (including, without limitation, any conditional sale or
      other
      title retention agreement or lease in the nature thereof, any sale with recourse
      against the seller or any Affiliate of the seller, or any agreement to give
      any
      security interest); and


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    (f)
      the
      term “Affiliate”
means,
      as applied to any Person, any other Person directly or indirectly controlling,
      controlled by or under direct or indirect common control with, such Person.
      For
      purposes of this definition, “control” (including with correlative meanings, the
      terms “controlling,” “controlled by” and “under common control with”), as
      applied to any Person, means the possession, directly or indirectly, of the
      power to direct or cause the direction of the management and policies of such
      Person, whether through the ownership of voting securities, by contract or
      otherwise.

    


    9.3  Counterparts;
      Facsimile and E-Mail Signatures.
      This
      Agreement and each other document executed in connection with the transactions
      contemplated hereby, and the consummation thereof, may be executed in one or
      more counterparts, all of which shall be considered one and the same document
      and shall become effective when one or more counterparts have been signed by
      each of the parties and delivered to the other party, it being understood that
      all parties need not sign the same counterpart. Delivery by facsimile or as
      an
      e-mail pdf attachment to a party or its counsel of a counterpart executed by
      a
      party shall be deemed to meet the requirements of the previous
      sentence.

    


    9.4  English
      Language Version Controls.
      Notwithstanding that both English language and Chinese language versions of
      this
      Agreement are executed by the parties hereto, the English language version
      shall
      control for all purposes of interpretation and enforcement
      hereof.

    


    9.5  Entire
      Agreement; Third Party Beneficiaries.
      This
      Agreement and the documents and instruments and other agreements among the
      parties hereto as contemplated by or referred to herein, including the Exhibits
      and Schedules hereto (a) constitute the entire agreement among the parties
      with
      respect to the subject matter hereof and supersede all prior agreements and
      understandings, both written and oral, among the parties with respect to the
      subject matter hereof, it being understood that the Term Sheet between COAC
      and
      Ge Rui dated June 12, 2008 is hereby terminated in its entirety and shall be
      of
      no further force and effect (except to the extent expressly stated to survive
      the execution of this Agreement and the consummation of the transactions
      contemplated hereby); and (b) are not intended to confer upon any other person
      any rights or remedies hereunder (except as specifically provided in this
      Agreement).

    


    9.6  Severability.
      In the
      event that any provision of this Agreement, or the application thereof, becomes
      or is declared by a court of competent jurisdiction to be illegal, void or
      unenforceable, the remainder of this Agreement will continue in full force
      and
      effect and the application of such provision to other persons or circumstances
      will be interpreted so as reasonably to effect the intent of the parties hereto.
      The parties further agree to replace such void or unenforceable provision of
      this Agreement with a valid and enforceable provision that will achieve, to
      the
      extent possible, the economic, business and other purposes of such void or
      unenforceable provision.

    


    9.7  Other
      Remedies; Specific Performance.
      Except
      as otherwise provided herein, any and all remedies herein expressly conferred
      upon a party will be deemed cumulative with and not exclusive of any other
      remedy conferred hereby, or by law or equity upon such party, and the exercise
      by a party of any one remedy will not preclude the exercise of any other remedy.
      The parties hereto agree that irreparable damage would occur in the event that
      any of the provisions of this Agreement were not performed in accordance with
      their specific terms or were otherwise breached. It is accordingly agreed that
      the parties shall be entitled to seek an injunction or injunctions to prevent
      breaches of this Agreement and to enforce specifically the terms and provisions
      hereof in any court having jurisdiction, this being in addition to any other
      remedy to which they are entitled at law or in equity.

    


    9.8  Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the law of
      the
      State of New York regardless of the law that might otherwise govern under
      applicable principles of conflicts of law thereof. Each party hereby consents
      to
      the exclusive jurisdiction of the federal and state courts located in the State
      of New York, County of New York, with respect to any action or proceeding that
      may arise out of this Agreement or the interpretation thereof and agrees that
      service of process in any such action or proceeding may be made by registered
      mail.

    


    9.9  Rules
      of Construction.
      The
      parties hereto agree that they have been represented by counsel during the
      negotiation and execution of this Agreement and, therefore, waive the
      application of any law, regulation, holding or rule of construction providing
      that ambiguities in an agreement or other document will be construed against
      the
      party drafting such agreement or document.


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    


    9.10  Assignment.
      No
      party may assign either this Agreement or any of its rights, interests, or
      obligations hereunder without the prior written approval of the other parties.
      Subject to the first sentence of this Section 9.9, this Agreement shall be
      binding upon and shall inure to the benefit of the parties hereto and their
      respective successors and permitted assigns.

    


    9.11  Amendment.
      This
      Agreement may be amended by the parties hereto at any time by execution of
      an
      instrument in writing signed on behalf of each of the parties.

    


    9.12  Extension;
      Waiver.
      At any
      time prior to the Closing, any party hereto may, to the extent legally allowed,
      (i) extend the time for the performance of any of the obligations or other
      acts
      of the other parties hereto, (ii) waive any inaccuracies in the representations
      and warranties made to such party contained herein or in any document delivered
      pursuant hereto and (iii) waive compliance with any of the agreements or
      conditions for the benefit of such party contained herein. Any agreement on
      the
      part of a party hereto to any such extension or waiver shall be valid only
      if
      set forth in an instrument in writing signed on behalf of such party. Delay
      in
      exercising any right under this Agreement shall not constitute a waiver of
      such
      right.

    


    9.13  Arbitration.
      Any
      disputes or claims arising under or in connection with this Agreement or the
      transactions contemplated hereunder shall be resolved by binding arbitration.
      Notice of a demand to arbitrate a dispute by either party shall be given in
      writing to the other at their last known address. Arbitration shall be commenced
      by the filing by a party of an arbitration demand with the American Arbitration
      Association (“AAA”)
      in its
      office in New York City, New York. The arbitration and resolution of the dispute
      shall be resolved by a single arbitrator appointed by the AAA pursuant to AAA
      rules. The arbitration shall in all respects be governed and conducted by
      applicable AAA rules, and any award and/or decision shall be conclusive and
      binding on the parties. The arbitration shall be conducted in New York City
      or
      such other place as the parties shall agree. The arbitrator shall supply a
      written opinion supporting any award, and judgment may be entered on the award
      in any court of competent jurisdiction. Each party shall pay its own fees and
      expenses for the arbitration, except that any costs and charges imposed by
      the
      AAA and any fees of the arbitrator for his services shall be assessed against
      the losing party by the arbitrator. In the event that preliminary or permanent
      injunctive relief is necessary or desirable in order to prevent a party from
      acting contrary to this Agreement or to prevent irreparable harm prior to a
      confirmation of an arbitration award, then either party is authorized and
      entitled to commence a lawsuit solely to obtain equitable relief against the
      other pending the completion of the arbitration in a court having jurisdiction
      over the parties. Each party hereby consents to the exclusive jurisdiction
      of
      the federal and state courts located in the State of New York, New York County,
      for such purpose. All rights and remedies of the parties shall be cumulative
      and
      in addition to any other rights and remedies obtainable from
      arbitration.

    


    9.14  Currency.
      All
      references to currency amounts in this Agreement shall mean United States
      dollars.

    


    [Signatures
      are on the following two pages.]


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      as
      of the date first written above.

    


    
      	
              CHINA
                OPPORTUNITY ACQUISITION CORP.

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
              /s/
                Harry Edelson 

            
	
               

            	
              Title:

            	
              Chairman
                and CEO 

            
	
               

            	
               

            	
               

            
	
              GOLDEN
                GREEN ENTERPRISES LIMITED

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
              /s/
                Yu Ying Lu 

            
	
               

            	
              Title:

            	
              Director
                

            
	
               

            	
               

            	
               

            
	
              WEALTH
                RAINBOW DEVELOPMENT LIMITED

            
	
               

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
              /s/
                Yu Ying Lu 

            
	
               

            	
              Title:

            	
              Director
                

            
	
               

            	
               

            	
               

            
	
              HENAN
                GREEN COMPLEX MATERIALS CO., LTD

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
              /s/
                In Chinese Language 

            
	
               

            	
              Title:

            	
              In
                Chinese Language 

            
	
               

            	
               

            	
               

            
	
              SHAREHOLDERS:

            
	
              OASIS
                GREEN INVESTMENTS LIMITED

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
              /s/
                Yu Ying Lu 

            
	
               

            	
              Title:

            	
              Director
                

            
	
               

            	
               

            	
               

            
	
              PLUMPTON
                GROUP LIMITED

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
              /s/
                Pinger Zhang 

            
	
               

            	
              Title:

            	
              Director
                

            
	
               

            	
               

            	
               

            
	
              HONEST
                JOY GROUP LIMITED

            
	
               

            	
               

            	
               

            
	
               

            	
              By:

            	
              /s/
                [Illegible] 

            
	
               

            	
              Title:

            	
              Director
                

            


    


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      1.12

    


    ALLOCATION
      OF ADDITIONAL SHARES

     

    
      	
               

            	 	
               

            	 
	
              Oasis
                Green Investments Limited

            	 	 	
              —
                92

            	
              %

            
	
              Plumpton
                Group Limited

            	 	 	
              —
                5

            	
              %

            
	
              Honest
                Joy Group Limited

            	 	 	
              —
                3

            	
              %

            


    


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      1.15

    


    ALLOCATION
      OF WARRANT EXERCISE AGREEMENT

    


    Oasis
      Green Investments Limited shall be paid the sum of One Million Five Hundred
      Thousand Dollars ($1,500,000) and Plumpton Group Limited shall be paid the
      sum
      of Three Million Five Hundred Thousand Dollars ($3,500,000).


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      1.16

    


    LOCK-UP
      PERIOD

    


    Period
      will be one year for Oasis Green Investments Limited and six months for other
      Shareholders.


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      2

    


    BVICo
      SCHEDULE

    (Information
      Furnished Separately) 

     

    
      	
              Schedule
                2.5 – 

            	
               

            	
              Consents

            
	
              Schedule
                2.9 – 

            	
               

            	
              Absence
                of Certain Changes

            
	
              Schedule
                2.14 – 

            	
               

            	
              Title
                to Property

            
	
              Schedule
                2.18 – 

            	
               

            	
              Intellectual
                Property

            
	
              Schedule
                2.19 – 

            	
               

            	
              Agreements,
                Contracts and Commitments

            
	
              Schedule
                2.20 – 

            	
               

            	
              Insurance

            
	
              Schedule
                2.22 – 

            	
               

            	
              Interested
                Party Transactions

            


    


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      3

    


    COAC
      SCHEDULE

    (Information
      Furnished Separately) 

     

    
      	
              Schedule
                3.3 – 

            	
               

            	
              Capitalization

            
	
              Schedule
                3.7 – 

            	
               

            	
              SEC
                Filings

            
	
              Schedule
                3.12 – 

            	
               

            	
              Brokers

            


    


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    SCHEDULE
      5.2

    


    DIRECTORS
      AND OFFICERS OF BVICo 

     

    
      	
              Directors

            
	
              Mingwang
                Lu

            
	
              Yi
                Lu

            
	
              Maotong
                Xu

            
	
              Yunlong
                Wang

            
	
              Wong
                Kwok Keung

            
	
              Harry
                Edelson

            
	
              J.P.
                Huang

            
	
              Officers
                (Senior Vice President and Above)

            
	
              Mingwang
                Lu

            
	
              Liyong
                Qu

            


    


    
      
        
        

      

      
        47