Unassociated Document


    Exhibit
      10.3

    FORM
      OF LOCK-UP AGREEMENT

    


    [Note:
      Each person subject to the Lock-Up Agreement will sign a separate
      agreement.]

    


    [Closing
      Date]

    


    Golden
      Green Enterprises Limited

    [Post-Closing
      Address]

    


    Ladies
      and Gentlemen:

    


    In
      connection with the Agreement of Merger and Plan of Reorganization dated
      _______, 2008 by and among China Opportunity Acquisition Corp. (“COAC”), Golden
      Green Enterprises Limited (“BVICo”), Wealth Rainbow Development Limited, Henan
      Green Complex Materials Co., Ltd and the shareholders of BVICo (the “Merger
      Agreement”), to induce COAC to consummate the Merger (as defined in the Merger
      Agreement), the undersigned agrees to, neither directly nor indirectly, during
      the “Restricted Period” (as hereinafter defined): 

     

    
      	
               

            	
              (1)

            	
              sell
                or offer or contract to sell or offer, grant any option or warrant
                for the
                sale of, assign, transfer, pledge, hypothecate, or otherwise encumber
                or
                dispose of (all being referred to as a “Transfer”) any legal or beneficial
                interest in any Ordinary Shares of BVICo (“BVICo Shares”) issued to the
                undersigned [prior to the date hereof](1)
                [in connection with the Merger](2)
                (the “Restricted Securities”), or 

            


    

    


    
      	
               

            	
              (2)

            	
              enter
                into any swap or any other agreement or any transaction that transfers,
                in
                whole or in part, directly or indirectly, the economic consequence
                of
                ownership of any of the Restricted Securities, whether such swap
                transaction is to be settled by delivery of any Restricted Securities
                or
                other securities of any person, in cash or otherwise,
                

            


    

     

    As
      used
      herein, “Restricted Period” means the period commencing on the Closing Date (as
      defined in the Stock Purchase Agreement) and ending on the day preceding [the
      first anniversary of the Closing Date](3)
      [the day
      this is six months after the Closing Date].(4)

    


    It
      is
      understood that the BVI Shares owned by the undersigned and held in escrow
      pursuant to that certain Escrow Agreement (as defined in the Merger Agreement)
      shall be considered part of the “Restricted Securities” and shall, for purposes
      of calculating the number of Restricted Securities the undersigned is entitled
      to Transfer hereunder, be entirely included in that portion of the Restricted
      Securities that remain subject to the restrictions of this
      Agreement.(5)

    


    Notwithstanding
      the foregoing limitations, this Lock-Up Agreement will not prevent any Transfer
      of any or all of the Restricted Securities, either during the undersigned’s
      lifetime or on the undersigned’s death, by gift, will or intestate succession,
      or by judicial decree, to the undersigned’s “family members” (as defined below)
      or to trusts, family limited partnerships and similar entities primarily for
      the
      benefit of the undersigned or the undersigned’s “family members”; provided,
      however, that in each and any such event it shall be a condition to the Transfer
      that the transferee execute an agreement stating that the transferee is
      receiving and holding the Restricted Securities subject to the provisions of
      this Lock-Up Agreement, and other than to return the Restricted Securities
      to
      the former ownership, there shall be no further Transfer of the Restricted
      Securities except in accordance with this Lock-Up Agreement. For purposes of
      this sub-paragraph, “family member” shall mean spouse, lineal descendants,
      stepchildren, father, mother, brother or sister of the transferor or of the
      transferor’s spouse. Also notwithstanding the foregoing limitations, in the
      event the undersigned is an entity rather than an individual, this Lock-Up
      Agreement will not prevent any Transfer of any or all of the

    


    
      	
               

            	
              (1)

            	
              For
                agreements signed by original BVICo
                shareholders.

            


    

     

    
      	
               

            	
              (2)

            	
              For
                agreements signed by COAC Insiders.

            


    

     

    
      	
               

            	
              (3)

            	
              For
                all shareholders other than Plumpton Group Limited and Honest Joy
                Group
                Limited.

            


    

     

    
      	
               

            	
              (4)

            	
              For
                Plumpton Group Limited and Honest Joy Group
                Limited.

            


    

     

    
      	
               

            	
              (5)

            	
              This
                paragraph will be only in agreement for Golden Green Enterprises
                Limited.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Restricted
      Securities to the shareholders of such entity, if it is a corporation, to the
      members of such entity, if it is a limited liability company, or to the partners
      in such entity, if it is a partnership; provided, however, that in each and
      any
      such event it shall be a condition to the Transfer that the transferee execute
      an agreement stating that the transferee is receiving and holding the Restricted
      Securities subject to the provisions of this Lock-Up Agreement, and other than
      to return the Restricted Securities to the former ownership, there shall be
      no
      further Transfer of the Restricted Securities in accordance with this Lock-Up
      Agreement.

    


    Any
      of
      the Restricted Securities subject to this Lock-Up Agreement may be released
      in
      whole or part from the terms hereof only upon the approval of the Board of
      Directors of BVICo and a majority of the persons serving as directors of COAC
      immediately prior to the Merger.

    


    The
      undersigned hereby authorizes BVICo’s transfer agent to apply to any
      certificates representing Restricted Securities issued to the undersigned the
      appropriate legend to reflect the existence and general terms of this Lock-up
      Agreement.

    


    This
      Lock-up Agreement will be legally binding on the undersigned and on the
      undersigned’s heirs, successors, executors, administrators, conservators and
      permitted assigns, and is executed as an instrument governed by the law of
      New
      York.

    


    Very
      truly yours,

    [Signature]

    


                  [Typed
      Name]


    
      
        
        

      

      
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