UNITED
STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C.
20549




FORM 20-F




(Mark
One)


o
            
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE
      ACT OF 1934


OR


o
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934


OR


o
            
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
      1934


OR


þ
            
            SHELL
      COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934





Date of event requiring this shell
company reportMarch 17,
2009





For
the transition period from 
to





Commission
file number: 000-53594





GOLDEN GREEN ENTERPRISES
LIMITED





(Exact
name of Registrant as specified in its charter)





N/A





(Translation
of Registrant’s name into English)





British
Virgin Islands





(Jurisdiction
of incorporation or organization)





No. 69
Huaibei Street, Longhai Middle Road, Henan, China





(Address
of principal executive offices)







Securities
registered or to be registered pursuant to Section 12(b) of the
Act:





None


(Title of
Class)







Securities
registered or to be registered pursuant to Section 12(g) of the
Act:





Title
      of each class
                  
                  Name
      of exchange on which each class is to be registeredUnits
                  
                  OTCBBOrdinary
      Shares
                  
                  OTCBBWarrants
                  
                  OTCBB









Securities
for which there is a reporting obligation pursuant to Section 15(d) of the
Act:





None


(Title of
Class)





Indicate
the number of outstanding shares of each of the Issuer’s classes of capital or
ordinary shares as of the close of the period covered by the shell company
report: As of March 17, 2009, the Company had 931,186 units (each consisting of
one share of common stock and two warrants), 32,245,723 ordinary shares
(including shares included in the units), 16,066,667 warrants (including
warrants included in the units) and 1 unit purchase option to purchase 600,000
units issued and outstanding.





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o   No
þ





If this
report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934. Yes o   No
o





Indicate
by check mark whether the registrant: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes o    No
þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “accelerated
filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
(Check one):





Large
accelerated filer o   Accelerated
filer o   Non-accelerated
filer þ





Indicate
by check mark which basis of accounting the registrant has used to prepare the
financial statements included in this filing:


US
      GAAP þ
            
            International
      Financial Reporting Standards as issued by the International Accounting
      Standards Board   o
            
            Other   o




If
“Other” has been checked in response to the previous question indicate by check
mark which financial statement item the registrant has elected to
follow.


Item 17 o     Item 18 o





If this
is an annual report, indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).   Yes o  No o









(APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE
YEARS)





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes o  No o







INTRODUCTION











Unless otherwise indicated and except
where the context otherwise requires, references in this shell company report on
Form 20-F to:





•
              
              “we,”
      “us” or “our company” refer to Golden Green Enterprises Limited;
      and•
              
              “China”
      or the “PRC” refer to the People’s Republic of China as well as the Hong
      Kong Special Administrative Region and the Macau Special Administrative
      Region, but does not include Taiwan;•
              
              “shares”
      or “ordinary shares” refers to our ordinary shares; and•
              
              all
      references to “RMB” or “Renminbi” are to the legal currency of China; and
      all references to “$,” “dollars,” “US$” and “U.S. dollars” are to the
      legal currency of the United
States.








FORWARD-LOOKING
STATEMENTS





This shell company report on Form 20-F
contains forward-looking statements that involve risks and uncertainties. All
statements other than statements of historical facts are forward-looking
statements. These statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to
be materially different from those expressed or implied by the forward-looking
statements.




This shell company report contains forward-looking statements as
defined in Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), and Section 21E of the Securities Exchange Act of 1934 (the
“Exchange Act”). These forward-looking statements include information about our
possible or assumed future results of operations or our performance. Words such
as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and
variations of such words and similar expressions are intended to identify the
forward-looking statements. Although we believe that the expectations reflected
in such forward-looking statements are reasonable, no assurance can be given
that such expectations will prove to be correct. These statements involve known
and unknown risks and are based upon a number of assumptions and estimates which
are inherently subject to significant uncertainties and contingencies, many of
which are beyond our control. Actual results may differ materially from those
expressed or implied by such forward-looking statements.




We undertake no obligation to publicly
update or revise any forward-looking statements contained in this shell company
report, or the documents to which we refer you in this shell company report, to
reflect any change in our expectations with respect to such statements or any
change in events, conditions or circumstances on which any statement is
based.




Golden  Green Enterprises is
a British Virgin Islands company that is referred to in this shell company
report on Form 20-F as “the company,” “we,” “us,” or “our.”





PART
I





ITEM 1. IDENTITY OF
DIRECTORS, SENIOR MANAGEMENT AND ADVISERS





A.  Directors
and Senior Management




The
directors and executive officers of the Company upon the consummation of the
transactions contemplated by the Agreement of Merger and Plan of Reorganization
(the “Merger Agreement”), dated as of November 12, 2008, among China Opportunity
Acquisition Corp. (“COAC”), the Company, Wealth Rainbow Development Limited
(“HKCo”), Henan Green Complex Materials Co., Ltd (“Ge Rui”) and the shareholders
of the Company pursuant to which, among other things, COAC merged with and into
the Company (the “Merger”) are described in the Company’s proxy statement/
prospectus (SEC File No. 333-155312-01) filed February 17, 2009 (hereinafter
referred to as the “Proxy Statement/ Prospectus”) in the section entitled
“Directors and Executive Officers of BVICo Following the Merger” beginning on
page 99 and that information is incorporated herein by reference.  The
business address of the Company’s director, Harry Edelson is 300 Tice Boulevard,
Woodcliff Lake, New Jersey 07677.  The business address of all other
directors and officers of the Company is c/o Golden Green Enterprises Limited,
No. 69 Huaibei Street, Longhai Middle Road, Henan, China 450052.




B.
Advisors




None.




C.
Auditors




Since the
Company’s inception, UHY Vocation HK CPA Limited (“UHY”) has acted as the
Company’s independent registered public accounting firm and will continue to do
so upon consummation of the merger. The business address of UHY is 3/F Malaysia
Building, 50 Gloucester Road, Wanchai District, Hong Kong, Hong
Kong.





ITEM 2. OFFER STATISTICS AND EXPECTED
TIMETABLE




Not Applicable.





ITEM 3. KEY
INFORMATION





A.  Selected
Financial Data





Reference is made to the disclosure
contained in the Proxy Statement/ Prospectus in the section entitled “Selected
Historical Consolidated Financial Information” beginning on page 23 and in the
section entitled “Selected Unaudited Pro Forma Condensed Combined Financial
Information” beginning on page 26 and that information is incorporated herein by
reference.








B.  Capitalization
and Indebtedness





As of March 17, 2009, the Company had
931,186 units (each consisting of one share of common stock and two warrants),
32,245,723 ordinary shares (including shares included in the units), 16,066,667
warrants (including warrants included in the units) and 1 unit purchase option
to purchase 600,000 units issued and outstanding.





Reference is made to the outstanding
bank loans of Ge Rui in the Proxy Statement/ Prospectus in the section entitled
“BVICo’s Management’s Discussion and Analysis of Financial Condition and Results
of Operations – Liquidity and Capital Resources - Loan Facilities” beginning on
page 129 and that information is incorporated herein by reference.





C.  Reasons
for the Offer and Use of Proceeds





Not applicable





D.  Risk
Factors





The risks
associated with the Company’s business are described in the Proxy Statement/
Prospectus in the section entitled “Risk Factors” beginning on page 28 and are
incorporated herein by reference.











ITEM 4. INFORMATION ON THE
COMPANY





A.
History and development of the company





The
Company is a British Virgin Islands company that was incorporated on March 11,
2008 under the BVI Business Companies Act, 2004. The Company was incorporated
solely for the purpose of acquiring the issued share capital of HKCo and does
not operate any business other than as the holding company of HKCo. The
registered office of the Company isPalm Grove House, PO Box
438, Road Town, Tortola, British Virgin Islands and the registered agent of the
Company is Equity Trust (BVI) Limited of Palm Grove House, PO Box 438, Road
Town, Tortola, British Virgin Islands. The address of the Company’s principal
executive office is No. 69 Huaibei Street, Longhai Middle Road, Henan
China.  On March  17, 2009, the Company consummated its
merger pursuant to the terms of the Merger Agreement (as defined in Item 1A. of
this shell company report). The material terms of the Merger Agreement are
contained in the Company’s Proxy Statement/ Prospectus, in the sections entitled
“The Merger Proposal,” beginning on page 53 and “The Merger Agreement,”
beginning on page 73, and that information is incorporated herein by reference.
Further, the information set forth in Item 10 C. is incorporated herein by
reference.


B.
Business overview


All of
the Company’s business is conducted through Ge Rui.  Reference is made
to the disclosure contained in the Proxy Statement/ Prospectus in the section
entitled “Business of BVICo” beginning on page 111 and the section entitled
“BVICo’s Management’s Discussion and Analysis of Financial Condition and Results
of Operations” beginning on page 118 and that information is incorporated herein
by reference.





C.
Organizational structure





Reference
is made to the organizational chart in the Proxy Statement/ Prospectus in the
section entitled “Business of BVICo – Corporate Structure and History” beginning
on page 111 and that information is incorporated herein by
reference.





D.
Property, plants and equipment





The
products and facilities of Ge Rui are described in the Proxy Statement/
Prospectus in the section entitled “Business of BVICo - Products” beginning on
page 113 and in the section “Business of BVICo – Facilities” beginning on page
113 and that information is incorporated herein by reference.





ITEM 4A. UNRESOLVED STAFF
COMMENTS





None.





ITEM 5.OPERATING AND FINANCIAL REVIEW AND
PROSPECTS





Reference
is made to the disclosure contained in the Proxy Statement/ Prospectus in the
Section entitled “BVICo’s Management’s Discussion and Analysis of Financial
Condition and Results of Operations” beginning on page 118 and the section
entitled “Business of BVICo” beginning on page 111 and that information is
incorporated herein by reference.








ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND
EMPLOYEES




Directors
and Executive Officers




The directors and executive officers
the Company upon the consummation of the transactions contemplated by the Merger
Agreement are described in the Proxy Statement/ Prospectus in the section
entitled “Directors and Executive Officers of BVICo Following the Merger”
beginning on page 99 and that information is incorporated herein by
reference.





Compensation




The
executive compensation of the Company’s executive officers and directors is
described in the Proxy Statement/ Prospectus in the section entitled “Directors
and Executive Officers of BVICo Following the Merger – Compensation of Officers
and Directors” beginning on page 103 and the section entitled “Business of BVICo
– Executive Compensation“ beginning on page 116 and that information is
incorporated herein by reference.




Board
Practices




The
Company’s board of directors is divided into three classes designated as
Class A, Class B and Class C. The term of office for Class A directors,
consisting of Maotong Xu and J.P. Huang, will expire at the 2010 annual meeting.
The term of office for Class B directors, consisting of  Wong Kwok
Keung and Harry Edelson shall be shall expire at the 2011 annual
meeting.  The term of the Class C directors, consisting of , Mingwang
Lu, Yi Lu and Yunlong Wang, shall expire at the 2012 annual
meeting.




Employees






The
Company’s employees are described in the Proxy Statement/ Prospectus in the
section entitled “Business of BVICo – Employees” beginning on page 116 and that
information is incorporated herein by reference.




Share
Ownership




Ownership
of the Company’s shares by executive officers and directors upon consummation of
the merger is reflected in the Beneficial Ownership of Securities chart included
in Item 7 of this report.





ITEM 7. MAJOR SHAREHOLDERS AND
RELATED PARTY TRANSACTIONS





A. Major Shareholders


BENEFICIAL OWNERSHIP OF SECURITIES





The
following table sets forth information regarding the beneficial ownership of the
Company’s Ordinary Shares, by:


·
            each
      person who is the owner of more than 5% of the Company’s ordinary shares
      outstanding after the consummation of the
  Merger;


·
            each
      person who will become an executive officer or director of the Company
      upon consummation of the Merger;
and


·
            all
      of the Company’s directors and officers as a
  group.









Name and Address of Beneficial Owner
      (1)
                                            Amount
      and Nature of Beneficial
      Ownership
                                            Percent of ClassHarry
      Edelson (2)
                                            3,276,188
      (3)
                                            9.66Oasis
      Green Investments Group
                                            27,600,000
                                            85.59Plumpton
      Group Limited
                                            1,500,000
                                            4.65Honest
      Joy Group Limited
                                            900,000
                                            2.79Mingwang
      Lu
                                            0
                                            0Liyong
      Qu
                                            0
                                            0Yi
      Lu
                                            0
                                            0Qihong
      Zhang
                                            0
                                            0Ping
      Li
                                            0
                                            0Zheyu
      Chen
                                            0
                                            0J.P.
      Huang
                                            0
                                            0Wong
      Kwok Keung
                                            0
                                            0Yunlong
      Wang
                                            0
                                            0Maotong
      Xu
                                            0
                                            0All
      directors and executive officers of the Company as a group
                                            3,276,188
      (4)
                                            9.66





(1)
            Unless
      otherwise indicated, the business address of each of the individuals is
      No. 69 Huaibei Street,
      Longhai        Middle Road, Henan,
      China 450052(2)
            Mr.
      Edelson became a member of the board of directors of BVICo at the
      effective time of the merger.  The business address of Mr.
      Edelson is 300 Tice Boulevard, Woodcliff Lake, New Jersey
      07677(3)
            Includes
      1,666,667 shares of common stock issuable upon exercise of warrants held
      by Mr. Edelson that became exercisable upon consummation of the
      merger.(4)
            Includes
      1,666,667 shares of common stock issuable upon exercise of insider
      warrants held by one of such individuals that became exercisable upon
      consummation of the merger.




B.  Related
Party Transactions




The
certain relationships and related party transactions of the Company are
described in the Proxy Statement/ Prospectus in the section entitled “Certain
Relationships and Related Party Transactions” beginning on page 140 and are
incorporated herein by reference.  Information regarding the
independence of the Company’s directors is provided in the Proxy Statement/
Prospectus in the section entitled “Directors and Executive Officers of BVICo
Following the Merger – Independence of Directors” beginning on page 100 and is
incorporated herein by reference.




C.  Interest
of Experts and Counsel




Not applicable.




ITEM
8. FINANCIAL INFORMATION




A.
Consolidated Statements and Other Financial Information




Please see “Item 17. Financial
Statements” for a list of the financial statements filed as part of this shell
company report.









B.
Significant Changes




Not applicable.




ITEM
9. THE OFFER AND LISTING




A.
Offer and Listing Details




The
securities of the Company began publicly trading upon consummation of the
Merger; as yet, there is no price history for such securities.  The
description of the Company’s securities is contained in the Proxy Statement/
Prospectus in the section entitled “Description of COAC’s and BVICo’s
Securities” beginning on page 144 and is incorporated herein by
reference.




B.
Plan of Distribution




Not applicable.




C.
Markets




The Registrant’s units, ordinary shares
and warrants are traded on the Over-the-Counter Bulletin Board under symbols
that will be assigned.




D.
Selling Shareholders




Not applicable.




E.
Dilution




Not applicable.




F.
Expenses of the Issue




Not applicable.




ITEM
10. ADDITIONAL INFORMATION




A.
Share Capital




The
Company is authorized to issue 100,000,000 shares without par
value.  There are currently 32,245,723 fully paid ordinary shares
outstanding.  There are currently 16,066,667 warrants outstanding,
each to purchase one ordinary share.  Portions of the outstanding
ordinary shares and warrants are contained in units.




30,000,000
of the outstanding shares were issued in advance of the
Merger.  2,245,723 of the outstanding shares and all of the warrants
were issued in connection with the Merger in exchange for outstanding securities
of COAC on March 17, 2009.




B.
Memorandum and Articles of Association




The
following represents a summary of certain key provisions of the
Company’s  amended and restated memorandum and articles of
association. The summary does not purport to be a summary of all of the
provisions of our memorandum and articles of association and of all relevant
provisions of British Virgin Islands law governing the management and regulation
of British Virgin Islands companies.









Register




The
Company was incorporated in the British Virgin Islands on March 11, 2008 under
the BVI Business Companies Act, 2004 (the “Act”).  The Company’s
memorandum and articles of association authorizes the issuance of up to
100,000,000 shares without par value.




Objects
and Purposes




The
Company’s memorandum and articles grants the Company full power and capacity to
carry on or undertake any business or activity and do any act or enter into any
transaction not prohibited by the Act or any other British Virgin Islands
legislation.




Directors




The
Company has a classified board of directors consisting of three classes of
directors.  The Class I directors shall be elected for a three year
term of office, the Class II directors shall be elected for a two year term of
office and the Class III directors shall be elected for a one year term of
office.  At a general meeting in each year, successors to the class of
directors whose term expires in that year shall be elected for a three year
term.A plurality
of votes cast shall be sufficient to elect directors.  The directors
may appoint one or more directors to fill a vacancy on the Board.




Directors
have the powers necessary for managing, and for directing and supervising the
business and affairs of the Company.  Directors may engage in
transactions with the Company and vote on such transactions, provided the nature
of the interest is disclosed to the entire Board. With prior approval by an
ordinary resolution of members, the directors may, by a resolution of directors,
fix the emoluments of directors with respect to services to be rendered in any
capacity to the Company.  The Board shall obtain the approval of the
Company in a general meeting before making any payment to any director or past
director of the Company by way of compensation for loss of office, or as
consideration for or in connection with his retirement from office.




Rights
and Obligations of Shareholders




Dividends




Subject
to the Act, Directors may by resolution of Directors, declare dividends and
distributions by the Company to members and authorize payment on the dividends
or distributions so long as that immediately after the distribution, the value
of the Company’s assets exceeds its liabilities and the Company is able to pay
its debts as they fall due. Any distribution payable in respect of a share which
has remained unclaimed for three years from the date when it became due for
payment shall, if the Board so resolves, be forfeited and cease to remain owing
by the Company.  The directors may, before authorizing any
distribution, set aside out of the profits of the Company such sum as they think
proper as a reserve fund, and may invest the sum so set apart as a reserve fund
upon such securities as they may select.




Each
shareholder has the right to an equal share in any distribution paid by the
Company




Voting
Rights




Each ordinary share is entitled to one
vote on all matters before the shareholders of the Company.









Rights
in the event of winding up




Each shareholder is entitled to an
equal share in the distribution of the surplus assets of the Company on a
winding up.




Changes
in the rights of shareholders





The
directors are authorized to issue new classes or series of shares and the rights
attached thereto.However, the rights
attached to any class or series of shares (unless otherwise provided by the
terms of issue of the shares of that class or series), whether or not the
Company is being wound-up, must be varied with the consent in writing of all the
holders of the issued shares of that class or series or with the sanction of a
resolution passed by a majority of the votes cast at a separate meeting of the
holders of the shares of the class or series.





Meetings





An annual meeting of members must be
held each year at such date and time as may be determined by the directors and
if requested to do so by members holding at least 30 percent of the voting
rights in respect of the matter for which the meeting is being
held.  No less than ten days and not more than sixty days notice of
meetings is required to be given to members.





A meeting of members is properly
constituted if at the commencement of the meeting there are 2 members present in
person or by proxy or (in the case of a member being a corporation) by its duly
authorized representative representing not less than one third of the votes of
the shares or class or series of shares entitled to vote on resolutions of
members to be considered at the meeting.





An ordinary resolution of members may
be approved at a duly constituted meeting of members by the affirmative vote of
a simple majority of the votes of those members entitled to vote and voting on
the resolution.





A special resolution of members may be
approved at a duly constituted meeting of members by a vote of not less than
two-thirds of votes of those members entitled to vote.





A meeting of members may be called on
short notice if members holding not less than 95 percent of the total number of
shares entitled to attend the meeting and vote on all matters to be considered
at the meeting have agreed to short notice of the meeting.





The inadvertent failure of the
directors to give notice of a meeting to a member, or the fact that a member has
not received notice, does not invalidate the meeting.





A member may be represented at a
meeting of members by a proxy who may speak and vote on behalf of the member. A
written instrument giving the proxy such authority must be produced at the place
appointed for the meeting before the time for holding the meeting.





Limitations
on Ownership of Securities





There are no limitations on the right
of non residents or foreign persons to own our securities imposed by British
Virgin Islands law or by the Company’s memorandum and articles of
association.





Change
in Control of Company





A special resolution requiring a vote
two-thirds of votes of non-interested members is required for a business
combination with an interested shareholder.  Additionally, board of
directors has the power to issue new shares with such rights attaching to them
as they decide and that this power could be used in a manner that would delay,
defer of prevent a change of control of our company.








Ownership
Threshold





There are no provisions governing the
ownership threshold above which shareholder ownership must be
disclosed.





Changes
in Capital





Subject to the provisions of the BVI
Business Companies Act, 2004, we may, by a resolution of directors or members,
amend the Company’s memorandum and articles of association to increase or
decrease the number of shares authorized to be issued. There is no definition of
capital in the BVI Business Companies Act, 2004. The directors of a company may,
by resolution, authorize a distribution (including a capital distribution) by
their company at a time, of an amount, and to any members they think fit if they
are satisfied, on reasonable grounds, that the company will, immediately after
the distribution, satisfy the solvency test. The solvency test is satisfied if
the value of the company’s assets exceeds its liabilities, and the company is
able to pay its debts as they fall due.




C. Material Contracts




On
March  17, 2009, the Company consummated its merger pursuant to the
terms of the Merger Agreement (as defined in Item 1A. of this shell company
report). The material terms of the Merger Agreement are contained in the
Company’s Proxy Statement/ Prospectus, in the sections entitled “The Merger
Proposal,” beginning on page 53 and “The Merger Agreement,” beginning on page
73, and are hereby incorporated by reference.
 
 Prior to
the special meeting of the stockholders of COAC on March 13, 2009 (the “Special
Meeting”), COAC entered into agreements with stockholders who would otherwise
vote against the Merger pursuant to which 4,732,407 of common stock of COAC were
purchased and subsequently cancelled.  At the Special Meeting
1,421,870 shares were voted against the merger proposal and converted into
cash.
 
 At the
closing of the Merger (the “Closing”):





·
              COAC
      merged into the Company, with the Company being the surviving corporation;
      and





·
              The
      holders of securities of COAC (in the aggregate, 931,186 units, each
      consisting of one share of common stock and two warrants, 2,245,723 shares
      of common stock (including shares included in the units), warrants to
      purchase 16,066,667 shares of COAC common stock (including warrants
      included in the units) and one Representative’s unit purchase option to
      purchase 600,000 units received like securities of the Company, on a
      one-to-one basis, in exchange for their existing COAC
      securities.





Immediately
prior to the merger, Oasis Green Investments Limited, Plumpton Group Limited,
and Honest Joy Group Limited (the “Company’s Original Shareholders”) owned an
aggregate 30,000,000 ordinary shares of the Company, which they continued to own
upon consummation of the merger. The Company’s Original Shareholders are also
entitled to be issued an aggregate of 1,000,000 the Company’s ordinary shares
for each of the years ending on December 31, 2009, 2010 and 2011 in which the
Company has net after tax income that equals or exceeds the target specified for
such year in the Merger Agreement ($45 million, $60 million and $80 million,
respectively). In addition, if at least 75% of the warrants that the Company
will issue to the public holders of COAC’s current warrants are exercised, the
Company’s Original Shareholders will be entitled to an aggregate cash payment of
$5 million.


At the Closing, an escrow agreement
(the “Escrow Agreement”) was entered into covering certain indemnification
obligations of one of the Company’s Original Shareholders under the Merger
Agreement.  The material terms of the escrow agreement are contained
in the section of the Proxy Statement in the section entitled “The Merger
Proposal – Indemnification” beginning on page 53 and are hereby incorporated by
reference.  The Escrow Agreement is included as Annex C to the Proxy
Statement/Prospectus.


At the Closing, a voting agreement
(“Voting Agreement”) was entered into covering voting obligations of the
Company’s Original Shareholders and Mr. Edelson under the Merger
Agreement.  The material terms of the voting agreement are contained
in the section of the Proxy Statement in the section entitled “The Merger
Proposal – Voting Agreement” beginning on page 54 and is hereby incorporated by
reference.  The Voting Agreement is included as Annex D to the Proxy
Statement/Prospectus.
 
 At the Closing, lock-up agreements
(“Lock-Up Agreements”) were entered into by each of the Company’s Original
Shareholders,  each of the officers and directors of COAC, and certain
insiders of COAC covering certain restrictions on the sale of their the
Company’s ordinary shares for six or twelve month periods after the closing date
of the Merger.  The material terms of the Lock-Up Agreements are
contained in the section of the Proxy Statement in the section entitled “The
Merger Proposal – Lock-Up Agreements” A Form of the Lock-Up Agreement is
included as Annex E to the Proxy Statement/Prospectus




D. Exchange Controls and Other
Limitations Affecting Security Holders




British Virgin Islands





There are
no material exchange controls restrictions on payment of dividends, interest or
other payments to the holders of our ordinary or preferred shares or on the
conduct of its operations in the BVI, where we were incorporated. There are no
material BVI laws which impose any material exchange controls on us or that
affect the payment of dividends, interest or other payments to nonresident
holders of its ordinary or preferred shares. BVI law and the Company’s Amended
and Restated Memorandum and Articles of Association impose no material
limitations on the right of non-residents or foreign owners to hold or vote our
ordinary or preferred shares.





China




Ge Rui is subject to the PRC’s rules
and regulations on currency conversion. In the PRC, the State Administration for
Foreign Exchange (SAFE) regulates the conversion of the Renminbi into foreign
currencies. Currently, foreign investment enterprises (FIEs) are required to
apply to the SAFE for “Foreign Exchange Registration Certificates for FIEs.”
Following the merger, BVICo will likely be an FIE as a result of its ownership
structure. With such registration certificates, which need to be renewed
annually, FIEs are allowed to open foreign currency accounts including a “basic
account” and “capital account.” Currency conversion within the scope of the
“basic account,” such as remittance of foreign currencies for payment of
dividends, can be effected without requiring the approval of the SAFE. However,
conversion of currency in the “capital account,” including capital items such as
direct investment, loans and securities, still require approval of the
SAFE.




E. Taxation




The following is a general summary
of certain material British Virgin Islands and U.S. federal income tax
considerations. The discussion is not intended to be, nor should it be construed as, legal
or tax advice to any particular prospective shareholder. The
discussion is based on laws and relevant interpretations thereof in effect as
of the date hereof, all of which are subject to change or different
interpretations, possibly with retroactive effect.




British
Virgin Islands Taxation




The British Virgin Islands, or BVI,
does not impose a withholding tax on dividends paid by us to holders of our
ordinary or preferred shares, nor does the BVI levy any capital gains or income
taxes on us.





Further, a holder of our ordinary or
preferred shares who is not a resident of the BVI is exempt from the BVI income
tax on dividends paid with respect to the ordinary or preferred shares. Holders
of ordinary or preferred shares are not subject to the BVI income tax on gains
realized on the sale or disposition of the ordinary or preferred
shares.







Our ordinary and preferred shares are
not subject to transfer taxes, stamp duties or similar charges in the BVI.
However, as a business company, we are required to pay the BVI government an
annual license fee based on the number of shares we are authorized to
issue.





There is no income tax treaty or
convention currently in effect between the United States and the
BVI.




United
States Taxation




Disclosure regarding United States
federal income taxation is contained in the Company’s Proxy Statement/
Prospectus, in the sections entitled “The Merger Proposal- Material Federal
Income Tax Consequences of the Merger to COAC and Its Stockholders” beginning on
page 69 and is incorporated herein by reference.




F. Dividends and Paying
Agents




The Company has no plans to pay
dividends.  The Company does not currently have a paying
agent.




G. Statement by Experts




Not applicable.




H. Documents on Display




The Company files annual reports and
other information with the SEC. You may read and copy any report or document we
file, including the exhibits, at the SEC’s public reference room located at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the public reference room. Such
materials can also be obtained on the SEC’s site on the internet at http://www.sec.gov.




The Company will also provide without
charge to each person, including any beneficial owner, upon written or oral
request of that person, a copy of any and all of the information that has been
incorporated by reference in this shell company report. Please direct such
requests to Liyong Qu, Chief Accounting Officer No. 69 Huaibei Street,
Longhai Middle Road, Henan, China 450052.




I. Subsidiary Information




Not applicable.




ITEM
11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK




Reference
is made to the disclosure in the section entitled “BVICo’s Management’s
Discussion and Analysis of Financial Condition and Results of Operations –
Quantitative and Qualitative Disclosure About Market Risk” beginning on page 131
and that information is incorporated herein by reference.




ITEM 12. DESCRIPTION OF SECURITIES
OTHER THAN EQUITY SECURITIES




None.









PART
III






ITEM
17. FINANCIAL STATEMENTS




The Company’s financial
statements are contained in the Proxy Statement/ Prospectus in the section
entitled“Selected Historical Consolidated Financial Information”
beginning on page 23, in the section entitled “Selected Unaudited Pro Forma
Condensed Combined Financial Information” beginning on page 26, in the section
“Unaudited Pro Forma Condensed Combined Financial Information” beginning on page
79 and “Supplemental Unaudited Pro-Forma Condensed Combined Financial
Information” beginning on page 89, and the financial statements of Henan Green
Complex Materials Co., Ltd. beginning on page FS-1 and that information is
incorporated herein by reference.




ITEM
18. FINANCIAL STATEMENTS




Not applicable.




ITEM
19. EXHIBITS


Exhibit
      No.
                                                                                Description2.1
                                                                                Agreement
      of Merger and Plan of Reorganization, dated as of November 12, 2008 by and
      among China Opportunity Acquisition Corp., Golden Green Enterprises
      Limited, Wealth Rainbow Development Limited, Henan Green Complex Materials
      Co., Ltd and certain shareholders of Golden Green Enterprises Limited
      (included as Annex A to the Proxy
Statement/Prospectus).3.1
                                                                                Memorandum
      and Articles of Association*4.6
                                                                                Specimen
      Unit Certificate of BVICo.(1)4.7
                                                                                Specimen
      Ordinary Share Certificate of BVICo.(1)4.8
                                                                                Specimen
      Warrant Certificate of BVICo.(1)10.14
                                                                                Form
      of Escrow Agreement by and among Golden Green Enterprises Limited, Oasis
      Green Investments Limited and Continental Stock Transfer & Trust
      Company (included as Annex C to the Proxy
      Statement/Prospectus).10.15
                                                                                Form
      of Voting Agreement (included as Annex D to the Proxy
      Statement/Prospectus).10.16
                                                                                Form
      of Lock-Up Agreement (included as Annex E to the Proxy
      Statement/Prospectus).10.17.1
                                                                                Short-Term
      Loan Agreement, dated July 23, 2008, between Sub-branch of Zhengzhou
      Branch of Shanghai Pudong Development Bank and Henan Gerui Composite
      Material Stock Co., Ltd.(1)10.17.2
                                                                                Agreement
      for Established of Bank Payable Bills, dated October 14, 2008, between
      Shanghai Pudong Development Bank and Henan Gerui Composite Material Stock
      Co., Ltd.(1)10.17.3
                                                                                Renminbi
      Loan Agreement, dated July 16, 2008, between Zhengzhou Branch of China
      CITIC Bank and Henan Gerui Composite Material Stock Co., Ltd.(1)









10.17.4
            Loan
      Agreement, dated November 9, 2007, between Commodity World Branch of
      Commercial Bank of Zhengzhou and Henan Gerui Composite Material Stock Co.,
      Ltd.(1)10.17.5
            Real
      Estate Maximum Mortgage Agreement, dated March 26, 2007, between Zhengzhou
      Branch of Shanghai Pudong Development Bank and Henan Gerui Composite
      Material Stock Co., Ltd.(1)10.17.6
            Maximum
      Mortgage Agreement, dated April 21, 2008, between Xiangyang Credit Union
      of Zhengzhou Rural Credit Cooperatives and Henan Gerui Composite Material
      Stock Co., Ltd.(1)10.17.7
            Credit
      Granting Agreement, valid from July 21, 2008, between Guangdong
      Development Bank Zhengzhou Huanghe Road Sub-branch and Henan Gerui
      Composite Material Stock Co., Ltd.(1).10.17.8
            Agreement,
      dated September 16, 2003, between Xinzheng City Longhu Town People’s
      Government and Henan Gerui Composite Material Stock Co., Ltd.(1)10.17.9
            Lease
      Agreement for Land Use Right and Buildings, dated November 10, 2008,
      between Zhengzhou the Second Iron & Steel Co., Ltd. and Henan Gerui
      Composite Material Stock Co., Ltd.(1)10.17.10
            Agreement
      for the Repayment, dated March 30, 2008, between Lu Mingwang, Lu Baiwang,
      Ren Shouze, Yue Tiansui, Bai Zhengsheng, Lu Yi, Zhang Qihong, Lu Mingwang,
      Chen Zheyu, Zhang Shuiping, Liu Bingshen, and Henan Gerui Composite
      Material Stock Co., Ltd.(1)10.17.11
            Bank
      Payable Bills Agreement, dated October 14, 2008, between Huang Sub-Branch
      of Zhengzhou Branch of Guangfa Bank, Da Sub-Branch of Zhengzhou Branch of
      Pufa Bank, and Henan Gerui Composite Material Stock Co., Ltd.(1)21.1
            Subsidiaries
      of Golden Green Enterprises Limited.(1)




*To be
filed by amendment.





(1)
            Incorporated
      by reference to Golden Green Enterprises’ Registration Statement on Form
      S-4 or amendments thereto (SEC File No.
  333-155312-01).









SIGNATURES






The registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and has duly caused and
authorized the undersigned to sign this report on its behalf.









GOLDEN
      GREEN ENTERPRISES LIMITEDBy:
                /s/ Liyong QuLiyong
      QuDated: March
      23, 2009
                Chief
      Accounting
Officer