Exhibit
      10.4

    VOTING
      AGREEMENT

    


    VOTING
      AGREEMENT, dated as of this [Closing
      Date]
      (“Agreement”), among each of the persons listed under the caption “BVICo Group”
on Exhibit A attached hereto (the “BVICo Group”), each of the persons listed
      under the caption “COAC Group” on Exhibit A attached hereto (the “COAC Group”)
      and Golden Green Enterprises Limited, a British Virgin Islands corporation
      (“BVICo”). Each of the BVICo Group and the COAC Group is sometimes referred to
      herein as a “Group.” For purposes of this Agreement, each person who is a member
      of either the BVICo Group or the COAC Group is referred to herein individually
      as a “Stockholder” and collectively as the “Stockholders.” Capitalized terms
      used but not defined in this Agreement shall have the meanings ascribed to
      them
      in the Merger Agreement;

    


    WHEREAS,
      on November 12, 2008, each of BVICo, China Opportunity Acquisition Corp.
      (“COAC”), Wealth Rainbow Development Limited, Henan Green Complex Materials Co.,
      Ltd and the shareholders of BVICo have entered into an Agreement of Merger
      and
      Plan of Reorganization (the “Merger Agreement”) that provides, inter
      alia,
      upon
      the terms and subject to the conditions thereof, for the merger of COAC into
      BVICo (the “Merger”);

    


    WHEREAS,
      as of the date hereof, each Stockholder owns beneficially and of record Ordinary
      Shares of BVICo (“BVICo Shares”) as set forth opposite such Stockholder’s name
      on Exhibit A hereto (all such shares and any shares of which ownership of record
      or the power to vote is hereafter acquired by any of the Stockholders, whether
      by purchase, conversion or exercise, prior to the termination of this Agreement
      being referred to herein as the “Shares”); and

    


    WHEREAS,
      as a condition to the consummation of the Merger Agreement, the Stockholders
      have agreed, severally, to enter into this Agreement;

    


    NOW,
      THEREFORE, in consideration of the premises and of the mutual agreements and
      covenants set forth herein and in the Merger Agreement, and intending to be
      legally bound hereby, the parties hereto hereby agree as follows:

    


    ARTICLE
      I

    VOTING
      OF SHARES FOR DIRECTORS

    


    SECTION
      1.01 Vote
      in Favor of the Directors.
      During
      the term of this Agreement, each Stockholder agrees to vote the BVICo Shares
      he,
      she or it now owns, or will hereafter acquire prior to the termination of this
      Agreement, for the election and re-election of the following persons as
      directors of BVICo:

    


    (a)
      Five
      (5) persons, (i) three of whom shall at all times be “independent directors,”
within the meaning of the NASDAQ rules, and (ii) all of whom shall be designees
      of BVICo; with one of such designees to stand for election in 2009 (“Class A
      Directors”), who shall initially be Maotong Xu and who will be an “independent
      director”; one of such designees to stand for election in 2010 (“Class B
      Directors”), who shall initially be Wong Kwok Keung and who will be an
“independent director,” and three of such designees, to stand for election in
      2011 (“Class C Directors”), who shall initially be Mingwang Lu, Yi Lu and
      Yunlong Wang, of which Yunlong Wang will be an “independent director”
(collectively, the “BVICo Directors”); and

    


    (b)
      Harry
      Edelson, who shall be elected as a Class B Director, and J.P. Huang or another
      person who shall be designated by Mr. Edelson and, who, shall, at all times,
      be
      an independent director and shall be elected as a Class A Director (the “COAC
      Directors” and, together with the BVICo Directors, the “Director
      Designees”).

    


    The
      persons designated as independent directors by BVICo and Mr. Edelson shall
      be
      subject to the reasonable approval of the Mr. Edelson and BVICo,
      respectively.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Neither
      the Stockholders, nor any of the officers, directors, stockholders, members,
      managers, partners, employees or agents of any Stockholder, makes any
      representation or warranty as to the fitness or competence of any Director
      Designee to serve on the Board of Directors by virtue of such party’s execution
      of this Agreement or by the act of such party in designating or voting for
      such
      Director Designee pursuant to this Agreement.

    


    Any
      Director Designee may be removed from the Board of Directors in the manner
      allowed by law and BVICo’s governing documents except that each Stockholder
      agrees that he, she or it will not, as a holder of BVICo Shares, vote for the
      removal of any director who is a member of a Group of which such Stockholder
      is
      not a member. If a director is removed or resigns from office, the remaining
      directors of the Group of which the vacating director is a member shall be
      entitled to appoint the successor.

    


    SECTION
      1.02 Obligations
      of BVICo.
      BVICo
      shall take all necessary and desirable actions within its control during the
      term of this Agreement to provide for the BVICo Board of Directors to be
      comprised of seven (7) members and to enable the election to the Board of
      Directors of the Director Designees.

    


    SECTION
      1.03 Term
      of Agreement.
      The
      obligations of the Stockholders pursuant to this Agreement shall terminate
      immediately following the election or re-election of directors at the annual
      meeting of BVICo that will be held in 2011.

    


    SECTION
      1.04 Obligations
      as Director and/or Officer.
      Nothing
      in this Agreement shall be deemed to limit or restrict any director or officer
      of BVICo from acting in his or her capacity as such director or officer or
      from
      exercising his or her fiduciary duties and responsibilities, it being agreed
      and
      understood that this Agreement shall apply to each Stockholder solely in his
      or
      her capacity as a stockholder of BVICo and shall not apply to his or her
      actions, judgments or decisions as a director or officer of BVICo if he or
      she
      is such a director or officer.

    


    SECTION
      1.05 Transfer
      of Shares.
      If a
      member of the BVICo Group desires to transfer his, her or its Shares to a
      permitted transferee pursuant to the Lock-Up Agreement of even date herewith
      executed by such member or pursuant to the Escrow Agreement dated as of
[Closing
      Date],
      it
      shall be a condition to such transfer that the transferee agree to be bound
      by
      the provisions of this Agreement. This Agreement shall in no way restrict the
      transfer on the public market of Shares that are not subject to the Lock-Up
      Agreement or the Escrow Agreement, and any such transfers on the public market
      of Shares not subject to the provisions of the Lock-Up Agreement or the Escrow
      Agreement, as applicable, shall be free and clear of the restrictions in this
      Agreement.

    


    ARTICLE
      II

    REPRESENTATIONS
      AND WARRANTIES;

    COVENANTS
      OF THE STOCKHOLDERS

    


    Each
      Stockholder hereby severally represents warrants and covenants as
      follows:

    


    SECTION
      2.01 Authorization.
      Such
      Stockholder has full legal capacity and authority to enter into this Agreement
      and to carry out such Stockholder’s obligations hereunder. This Agreement has
      been duly executed and delivered by such Stockholder, and (assuming due
      authorization, execution and delivery by BVICo and the other Stockholders)
      this
      Agreement constitutes a legal, valid and binding obligation of such Stockholder,
      enforceable against such Stockholder in accordance with its terms.

    


    SECTION
      2.02 No
      Conflict; Required Filings and Consents.

    


    (a)
      The
      execution and delivery of this Agreement by such Stockholder does not, and
      the
      performance of this Agreement by such Stockholder will not, (i) conflict with
      or
      violate any Legal Requirement applicable to such Stockholder or by which any
      property or asset of such Stockholder is bound or affected, or (ii) result
      in
      any breach of or constitute a default (or an event which with notice or lapse
      of
      time or both would become a default) under, or give to others any right of
      termination, amendment, acceleration or cancellation of, or result in the
      creation of any encumbrance on any property or asset of such Stockholder,
      including, without limitation, the Shares, pursuant to, any note, bond,
      mortgage, indenture, contract, agreement, lease, license, permit, franchise
      or
      other instrument or obligation.

    


    (b)
      The
      execution and delivery of this Agreement by such Stockholder does not, and
      the
      performance of this Agreement by such Stockholder will not, require any consent,
      approval, authorization or permit of, or filing with or notification to, any
      governmental or regulatory authority, domestic or foreign, except (i) for
      applicable requirements, if any, of the Exchange Act, and (ii) where the failure
      to obtain such consents, approvals, authorizations or permits, or to make such
      filings or notifications, would not prevent or materially delay the performance
      by such Stockholder of such Stockholder’s obligations under this
      Agreement.


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    


    SECTION
      2.03 Title
      to Shares.
      Such
      Stockholder is the legal and beneficial owner of its Shares, or will be the
      legal beneficial owner of the Shares that such Stockholder will receive as
      a
      result of the Merger, free and clear of all liens and other encumbrances except
      certain restrictions upon the transfer of such Shares.

    


    ARTICLE
      III

    GENERAL
      PROVISIONS

    


    SECTION
      3.01 Notices.
      All
      notices and other communications given or made pursuant hereto shall be in
      writing and shall be given (and shall be deemed to have been duly given upon
      receipt) by delivery in person, by overnight courier service, by telecopy,
      or by
      registered or certified mail (postage prepaid, return receipt requested) to
      the
      respective parties at the following addresses (or at such other addresses as
      shall be specified by notice given in accordance with this Section
      3.01):

    


    (a)
      If to
      BVICo:

    


    No.
      69
      Hualibei Street

    Longhai
      Middle Road

    Henan,
      China

    Telecopier
      No.:

    


    with
      a
      mandatory copy to

    


    Lu
      Yu
      Ying

    Henan
      Green Complex Materials Co., Ltd

    Shuanghujingikaifaqu
      1 hao

    Xinzheng
      City, Henan, China 451191

    Telecopier
      No.: 86-371-62568683

    


    If
      to a
      member of the BVICo Group, to the address set forth opposite his, her or its
      name on Exhibit A.

    


    with
      a
      mandatory copy to

    


    Lu
      Yu
      Ying

    Henan
      Green Complex Materials Co., Ltd

    Shuanghujingikaifaqu
      1 hao

    Xinzheng
      City, Henan, China 451191

    Telecopier
      No.: 86-371-62568683

    


    If
      to a
      member of the COAC Group, to the address set forth opposite his, her or its
      name
      on Exhibit A.

    


    with
      a
      mandatory copy to

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      N.Y. 10174-1901

    Attention:
      David Alan Miller, Esq.

    Telecopy
      No.: 212-818-8881

    


    SECTION
      3.02 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation of this
      Agreement.


    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    SECTION
      3.03 Severability.
      If any
      term or other provision of this Agreement is invalid, illegal or incapable
      of
      being enforced by any rule of law or public policy, all other conditions and
      provisions of this Agreement shall nevertheless remain in full force and effect
      so long as the economic or legal substance of the transactions contemplated
      hereby is not affected in any manner materially adverse to any party. Upon
      such
      determination that any term or other provision is invalid, illegal or incapable
      of being enforced, the parties hereto shall negotiate in good faith to modify
      this Agreement so as to effect the original intent of the parties as closely
      as
      possible to the fullest extent permitted by applicable law in an acceptable
      manner to the end that the transactions contemplated hereby are fulfilled to
      the
      extent possible.

    


    SECTION
      3.04 Entire
      Agreement.
      This
      Agreement constitutes the entire agreement of the parties and supersedes all
      prior agreements and undertakings, both written and oral, between the parties,
      or any of them, with respect to the subject matter hereof. This Agreement may
      not be amended or modified except in an instrument in writing signed by, or
      on
      behalf of, the parties hereto.

    


    SECTION
      3.05 Specific
      Performance.
      The
      parties hereto agree that irreparable damage would occur in the event that
      any
      provision of this Agreement was not performed in accordance with the terms
      hereof and that the parties shall be entitled to specific performance of the
      terms hereof, in addition to any other remedy at law or in equity.

    


    SECTION
      3.06 Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the law of
      New
      York applicable to contracts executed in and to be performed
      therein.

    


    SECTION
      3.07 Arbitration.
      Except
      as otherwise provided in this Agreement, any controversy or claim arising out
      of
      or relating to this Agreement or the breach thereof shall be settled by
      arbitration in New York City, New York, in the manner proscribed in Section
      9.13
      of the Merger Agreement.

    


    SECTION
      3.08 No
      Waiver.
      No
      failure or delay by any party in exercising any right, power or privilege
      hereunder shall operate as a waiver thereof nor shall any single or partial
      exercise thereof preclude any other or further exercise thereof or the exercise
      of any other right, power or privilege. The rights and remedies herein provided
      shall be cumulative and not exclusive of any rights or remedies provided by
      law.

    


    SECTION
      3.09 Counterparts.
      This
      Agreement may be executed in one or more counterparts, and by the different
      parties hereto in separate counterparts, each of which when executed shall
      be
      deemed to be an original but all of which taken together shall constitute one
      and the same agreement.

    


    SECTION
      3.10 Merger
      Agreement.
      All
      references to the Merger Agreement herein shall be to such agreement as may
      be
      amended by the parties thereto from time to time.

    


    [Signature
      Page Follows]


    
      
        
        

      

      
        D-4

        
          

        

      

      
        
        

      

    


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

     

    
      	
              GOLDEN
                GREEN ENTERPRISES LIMITED 

            
	
              By: 

            
	
              Name:

            
	
              Title:

            
	
              STOCKHOLDERS: 

            
	
              The
                COAC Group: 

            
	
               

            
	
              The
                BVICo Group: 

            


    


    
      
        
        

      

      
        D-5

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
      A

    


    STOCKHOLDERS
      

     

    
      	
              Name
                and Address

            	
               

            	
              Number
                of Shares

            
	
              The
                COAC Group:

            	
               

            	
               

            
	
              The
                BVICo Group:

            	
               

            	
               

            


    

    [Insert
      name address and fax number for each person.]


    
      
        
        

      

      
        D-6