UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION




WASHINGTON,
D.C. 20549




FORM
20-F/A


(Amendment
No. 1)


(Mark One)




 ̈
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE
      ACT OF 1934





OR





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





For the
fiscal year ended December 31, 2008




OR





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




For the transition period from
___________ to ___________.





OR





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




Date of
event requiring this shell company report _________________________




For the transition period from
___________ to ___________.




Commission
file number: 000-53594




GOLDEN
GREEN ENTERPRISES LIMITED


(Exact
name of Registrant as specified in its charter)




Not
Applicable


(Translation
of Registrant’s name into English)




British Virgin
Islands


(Jurisdiction
of incorporation or organization)




No.
69 Huaibei Street, Longhai Middle Road


Zhengzhou,
China, 451191


(Address
of principal executive offices)





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





None





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





Units


Ordinary
Shares, no par value


Warrants
to Purchase Ordinary Shares


(Title of
Class)




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


None




Indicate
the number of outstanding shares of each of the issuer’s classes of capital or
common stock as of the close of the period covered by the annual report
(December 31, 2008): 100 ordinary shares.




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


 ̈Yes   x No




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  xNo




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.


xYes  ̈ No




Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).  ̈ Yes  ̈ No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.




Large
      accelerated filer  ̈
            Accelerated
      filer  ̈
            Non-accelerated
      filer x




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





U.S.
      GAAP x
            International
      Financial Reporting
              Standards
      as issued by the
              International
      Accounting Standards
              Board
      o
            Other
       ̈





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
             ̈ Item
      18





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).


oYes       x No





EXPLANATORY
NOTE





Golden Green Enterprises Limited (the
“Company”) filed its Annual Report on Form 20-F for the fiscal year ended
December 31, 2008 (the “Annual Report”) with the Securities and Exchange
Commission on July 15, 2009.  This Amendment No. 1 to the Annual
Report (the “Amendment”) is filed solely to address the following
items:





·
            to
      disclose as a related party transaction under Item 7 Major Shareholders
      and Related Party Transactions, the obligations of the Company to pay two
      of the Company’s original
      shareholders an aggregate $5 million if 75% of the Company’s
      outstanding warrants are exercised at a price of at least $5.00 per share,
      pursuant to an Agreement of Merger and Plan of Reorganization, or the
      Merger Agreement, with China Opportunity Acquisition
      Corporation;





·
            to
      supplement Item 15T of the Annual Report to include disclosure as to why
      the management believed that the Company properly omitted from the Annual
      Report a report of management’s assessment regarding internal control over
      financial report or an attestation report of the Company’s registered
      public accounting firm; and





·
            to
      correct a clerical error which resulted in the misplacement of certain
      numbers in the balance sheets of Henan Green Complex Materials Co., Ltd.
      as of December 31, 2006.





As required by Rule 12b-15 under the
Exchange Act of 1934, as amended, or the Exchange Act, updated certifications of
our principal executive officer and our principal financial officer are being
filed as exhibits to this Amendment.  This Amendment also includes a
new Exhibit 15.1, which contains the consent of PricewaterhouseCoopers LLP with
respect to this Amendment.  This Amendment speaks as of the date of
the initial filing of the Annual Report, except for the certifications
referenced above.  Other than as described above, this Amendment does
not, and does not purport to, amend, update or restate the information in the
Annual Report or reflect any events that have occurred after the Annual Report
was filed.





PART
II





ITEM
      7.
            MAJOR
      SHAREHOLDERS AND RELATED PARTY
TRANSACTIONS




A.
Major Shareholders





Please
refer to Item 6.E “Directors, Senior Management and Employees — Share
Ownership.”





B.
Related Party Transactions





Prior
Issuances





In August
2006, COAC issued 1,500,000 shares of its common stock, or the Original Shares,
to the individuals set forth below for an aggregate of $25,000 in cash, at a
purchase price of approximately $0.009 per share, as follows:





Shareholders
                  
                  Number of
                    Shares
                  
                  Relationship to COACHarry
      Edelson
                  
                  1,130,000
                  
                  Chairman
      of the Board and Chief Executive OfficerNicholas
      Puro
                  
                  70,000
                  
                  President,
      Secretary and DirectorBarry
      M. Shereck
                  
                  70,000
                  
                  Chief
      Financial Officer and DirectorRose-Marie
      Fox
                  
                  70,000
                  
                  DirectorBailin
      Zheng
                  
                  60,000
                  
                  Special
      AdvisorDaxi
      Li
                  
                  60,000
                  
                  Special
      AdvisorChina
      Investment Group LLC
                  
                  40,000
                  
                  Special
      Advisor




1


In
November 2006, Mr. Zheng transferred 60,000 Original Shares to Shengyun Qiu, our
former special advisor, for $0.0167 per share (for a purchase price of
$1,000).  Mr. Zheng is no longer our special advisor.  In
February 2007, Mr. Edelson transferred 30,000 Original Shares to Ms. Fox for
$0.0167 per share (for a purchase price of $500).




Initial
Shareholder Warrant Purchase
 
 In
connection with the closing of COAC’s initial public offering, or IPO, COAC sold
2,266,667 warrants, or Insider Warrants, to the individuals set forth below for
$1,360,000 in cash, at a purchase price of $0.60 per warrant as
follows:
 
 Name
      of Holder
              
              Number
      of WarrantsHarry
      Edelson
              
              1,666,667Nicholas
      Puro
              
              200,000Barry
      M. Shereck
              
              50,000Rose-Marie
      Fox
              
              100,000Daxi
      Li
              
              150,000Eliot
      Clauss(1)
              
              50,000John
      Allen(1)
              
              50,000
 
 (1)Messrs.
Clauss and Allen are members of China Investment Group LLC, one of our special
advisors.
 
 These
purchases took place on a private placement basis simultaneously with the
consummation of the IPO.  The Insider Warrants are identical to our
other warrants except that if we call the warrants for redemption, the Insider
Warrants will not be redeemable by us so long as they are held by these
purchasers or their affiliates.  The Insider Warrants will be
redeemable, at our option, at a price of $.01 per warrant upon 30 days’ notice
after the Insider Warrants become exercisable, only in the event that the last
sale price of our ordinary shares is at least $8.50 per share for any 20 trading
days within a 30 trading day period ending on the third day prior to the date on
which notice of redemption is given.
 Lock-Up
Agreement with Pre-Merger Shareholders





In
connection with our merger with COAC, each of the Original Shareholders agreed
not to sell its ordinary shares for 12 months (in the case of Oasis Green
Investments Limited) and six months (in the case of the other two shareholders)
after the closing of the merger, subject to limited exceptions (including
transfer to family, transfer after death, transfer to entities control by the
transferor).


2




Other
Transactions
 
 Oasis
Green Investments Limited and Plumpton Group Limited are also entitled under the
Merger Agreement to receive an aggregate of $5 million in the event at least 75%
of our outstanding warrants are exercised at an exercise price not less than
$5.00 per share.  In such an event, we would receive approximately $86
million and we would be obligated to pay $5 million in the aggregate to Oasis
Green Ivnestments Limited, which is owned by Ms. Yuying Lu, the daughter of our
Chairman and CEO, Mr. Mingwang Lu, and Plumpton Group Limited, one of our
Original Shareholders.
 
 Other
than reimbursable out-of-pocket expenses payable to the officers and directors
of COAC in connection with our merger transaction, no compensation or fees of
any kind, including finder’s fees, consulting fees or other similar
compensation, has been or will be paid to any of our officers, directors or
substantial shareholder, or to any of their respective affiliates, except for a
$7,500 monthly fee paid to Edelson Technology Inc., an affiliate of Mr. Edelson,
for office space and secretarial and administrative services.  This
arrangement and payment of the fee terminated upon consummation of the merger. A
total of $180,000 was paid to Edelson Technology Inc. pursuant to such
arrangement.
 
 In
connection with the IPO, Mr. Edelson entered into an agreement with
EarlyBirdCapital, which is intended to comply with Rule 10b5-1 under the
Exchange Act, pursuant to which he placed limit orders for $3 million of our
ordinary shares commencing November 26, 2008 which, pursuant to such agreement,
was ten business days after COAC filed its Current Report on Form 8-K announcing
our execution of the merger agreement. Mr. Edelson purchased an aggregate of
509,521 shares of COAC ordinary shares in accordance with such agreement at an
average price of $5.89 per share. Mr. Edelson may vote these shares any way he
chooses. Mr. Edelson has agreed that he will not sell or transfer any ordinary
shares purchased by him pursuant to this agreement until one year after COAC has
completed the merger. It is intended that these purchases will comply with Rule
10b-18 under the Exchange Act. These purchases were made by EarlyBirdCapital in
such amounts and at such times as EarlyBirdCapital determined, in its sole
discretion. As a result of EarlyBirdCapital’s interest in our consummation of a
business combination, it may not be deemed to be independent for purposes of
this agreement.
 
 Our
director, Dr. J.P. Huang, was paid a total of $35,000 for his consulting
services for the period from April through October 2008 as a consultant to COAC
in connection with potential merger transactions and was reimbursed $4,158 for
travel expenses in connection with his consulting activities.
 
 Before
2007, Zhengzhou No. 2 Iron and Steel Company Limited was one of the owners of
Henan Green with 76.93% of the total ownership.  In December 2006,
Zhengzhou No. 2 Iron and Steel Company Limited sold all of its ownership to our
Chairman and CEO, Mingwang Lu and others, whereby Mr. Lu became a major owner
holding 40% of the total ownership.  In 2008, the holders transferred
their ownership interests in Henan Green to Golden Green.  Mingwang Lu
was a common owner of Henan Green and Zhengzhou No. 2 Iron and Steel Company
Limited. Zhengzhou No. 2 Iron and Steel Company Limited engaged in the same type
of industry as Henan Green but ceased its processing and selling of steel
operation in 2003. Zhengzhou No. 2 Iron and Steel Company Limited’s principal
business activity after the cessation of its steel operations is receiving
rental income from its investments.
 
 In 2004,
Henan Green entered into a rental agreement for land use rights with Zhengzhou
No. 2 Iron and Steel Company Limited with the term from January 1, 2005 to
December 30, 2014.  In December 2008, we entered into a new lease with
the related party lessor, which replaces the 2004 rental
agreement.  The new lease term commenced on January 1, 2008 and
terminates on December 31, 2027.  Rental paid to Zhengzhou No. 2 Iron
and Steel Company Limited for the fiscal year ended December 31, 2008 was
$8,781.  Rent payable under the lease in 2009 will be the same as in
2008, and will increase by 10% annually beginning in 2010.
 
 Zhengzhou
No. 2 Iron and Steel Company Limited guarantees our obligations under short term
bank loans.  We do not pay any consideration to this related guarantor
for guaranteeing our obligations.




C.
Interests of Experts and Counsel





Not
applicable.





ITEM 15T.
            CONTROLS
      AND PROCEDURES




Disclosure
Controls and Procedures





As
required by Rule 13a-15(e) and 15d-15(e) under the Exchange Act, our management
has carried out an evaluation, with the participation and under the supervision
of our chief executive officer and chief financial officer, of the effectiveness
of the design and operation of our disclosure controls and procedures as of
December 31, 2008.


3


Disclosure
controls and procedures refer to controls and other procedures designed to
ensure that information required to be disclosed in the reports we file or
submit under the Securities Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC and
that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as
appropriate, to allow timely decisions regarding required
disclosure.  In designing and evaluating our disclosure controls and
procedures, management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management is required to apply
its judgment in evaluating and implementing possible controls and
procedures.





Management
conducted its evaluation of disclosure controls and procedures under the
supervision of our chief executive officer and our chief financial
officer.  Based upon, and as of the date of this evaluation, our chief
executive officer and chief financial officer concluded that our disclosure
controls and procedures were effective.





Management’s
Annual Report on Internal Control Over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
for our company, as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act.  Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets, (2) provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with
authorizations of our management and directors and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of our assets that could have a material effect on the
financial statements.




Because of its inherent limitations, a
system of internal control over financial reporting can provide only reasonable
assurance with respect to financial statement preparation and presentation and
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies and procedures may deteriorate.





We excluded management’s report on
internal control over financial reporting for fiscal year ended December 31,
2008 from this Annual Report on From 20-F because of the following
reasons:





On March 17, 2009, China Acquisition
Opportunity Corporation, or COAC, completed a merger transaction in which it
merged with and into Golden Green Enterprises Limited, or Golden
Green.





Prior to its merger with COAC on March
17, 2009, Golden Green was a private, non-reporting company and was not subject
to the Exchange Act, particularly the requirement to provide management’s
assessment of internal control over financial reporting as required by Item
308(a) of Regulation S-K.  Accordingly, no such report had been
prepared by Golden Green’s management for the fiscal year ended December 31,
2008 which is the subject of this Annual Report on Form 20-F.





For the entire 2008 fiscal year and
until the merger with Golden Green, COAC was a special purpose acquisition
company which engaged in limited business operations as its primary business
objective was focused on finding a business combination partner.  Even
though COAC was subject to the reporting requirements of the Exchange Act during
the fiscal year ended December 31, 2008, its assets, liabilities and operations
materially changed when it merged on March 17, 2009 with Golden Green, an
operating company with considerable assets, liabilities and ongoing
operations.


4


Accordingly, we have excluded from this
Annual Report on Form 20-F management’s report on internal control over
financial reporting for fiscal year ended December 31, 2008 because such report,
if applicable only to COAC as of the end of the 2008 fiscal year, could be
misleading to readers as it would not reflect the combined business enterprise
with its current business operations.  Moreover, due to the relatively
short time frame between the March 17, 2009 merger of COAC and Golden Green and
the date on which this Annual Report was due (June 30, 2009), it was not
possible for management to undertake a meaningful assessment of internal control
over financial reporting in a manner that would be useful to
readers.  Because our current accounting department is relatively new
to U.S. GAAP and the related internal control procedures required of U.S. public
companies, we believe it would have taken at least six months if we had
undertaken such an assessment in accordance with the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal
Control – Integrated Framework.  Accordingly, for the foregoing
reasons, we have excluded management’s assessment of internal control over
financial reporting consistent with the guidance set forth in Section 215.02 of
the SEC’s Compliance and Disclosure Interpretations for Regulation
S-K.





Attestation
Report of the Independent Registered Public Accounting Firm





This annual report does not include an
attestation report of the company’s registered public accounting firm regarding
internal control over financial reporting.  Management’s report was
not subject to attestation by the company’s registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit the company to provide only management’s report in this annual
report.





Changes
in Internal Control over Financial Reporting





There has been no change in our
internal control over financial reporting during the year ended December 31,
2008, that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





PART
III





ITEM
18. FINANCIAL STATEMENTS





The
following consolidated financial statements are included in this annual
report:




(1)
Audited Consolidated Financial Statements for the Years Ended December 31, 2008
and 2007 of Golden Green Enterprises Limited; and




(2)
Audited Financial Statements for the Years Ended December 31, 2008, 2007 and
2006 of Henan Green Complex .




ITEM
19.              
EXHIBITS




Number
              
              Description1.1*
              
              Amended
      and Restated Memorandum and Articles of Association, adopted on March 17,
      20092.1**
              
              Specimen
      Unit Certificate2.2**
              
              Specimen
      Ordinary Share Certificate2.3**
              
              Specimen
      Warrant Certificate4.1**
              
              Form
      of Escrow Agreement by and among Golden Green, Oasis Green Investments
      Limited and Continental Stock Transfer & Trust
  Company4.2**
              
              Form
      of Voting Agreement




5





4.3**
              
              Form
      of Lock-Up Agreement4.4**
              
              English
      Translation of Short-Term Loan Agreement, dated July 23, 2008, between
      Sub-branch of Zhengzhou Branch of Shanghai Pudong Development Bank and
      Henan Green.4.5**
              
              English
      Translation of Agreement for Established of Bank Payable Bills, dated
      October 14, 2008, between Shanghai Pudong Development Bank and Henan
      Green.4.6**
              
              English
      Translation of Renminbi Loan Agreement, dated July 16, 2008, between
      Zhengzhou Branch of China CITIC Bank and Henan Green.4.7**
              
              English
      Translation of Loan Agreement, dated November 9, 2007, between Commodity
      World Branch of Commercial Bank of Zhengzhou and Henan
    Green.4.8**
              
              English
      Translation of Real Estate Maximum Mortgage Agreement, dated March 26,
      2007, between Zhengzhou Branch of Shanghai Pudong Development Bank and
      Henan Green.4.9**
              
              English
      Translation of Maximum Mortgage Agreement, dated April 21, 2008, between
      Xiangyang Credit Union of Zhengzhou Rural Credit Cooperatives and Henan
      Green.4.10**
              
              English
      Translation of Credit Granting Agreement, valid from July 21, 2008,
      between Guangdong Development Bank Zhengzhou Huanghe Road Sub-branch and
      Henan Green.4.11**
              
              English
      Translation of Agreement, dated September 16, 2003, between Xinzheng City
      Longhu Town People’s Government and Henan Green.4.12**
              
              English
      Translation of Lease Agreement for Land Use Right and Buildings, dated
      November 10, 2008, between Zhengzhou the Second Iron & Steel Co., Ltd.
      and Henan Green.4.13**
              
              English
      Translation of 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 Green.4.14**
              
              English
      Translation of 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
    Green.4.15***
              
              English
      Translation of Form of Labor Contract for all employees of Henan Green,
      including executive officers.8.1***
              
              List
      of Subsidiaries11.1***
              
              Code
      of Ethics12.1
              
              CEO
      Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) (17 CFR
      240.13a-14(a)) or Rule 15d-1(a) (17 CFR 240.15d-14(a))12.2
              
              CFO
      Certification Pursuant to Rule 13a-14(a) (17 CFR 240.13a-14(a)) or Rule
      15d-1(a) (17 CFR 240.15d-14(a))13.1
              
              CEO
      Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
      200213.2
              
              CFO
      Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002







*
Incorporated by reference to our Amendment No. 1 to Form 20-F filed with the
Securities and Exchange Commission on March 23, 2009.


6


**
Incorporated by reference to our Registration Statement on Form S-4 (File No.
333-155312-01) filed with the Securities and Exchange Commission, as declared
effective on February 17, 2009.


*** Incorporated by reference
to our Annual Report on Form 20-F filed with the Securities and Exchange
Commission on July 15, 2009.


7


SIGNATURE




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




GOLDEN
      GREEN ENTERPRISES LIMITED/s/ Mingwang LuMingwang
      LuOctober
      20, 2009
            Chief
      Executive Officer




8




GOLDEN
GREEN ENTERPRISES LIMITED
 REPORT
AND CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
  CONTENTS
  PagesReport
      of Independent Registered Public Accounting Firm
              
              F-2Consolidated
      Balance Sheets
              
              F-3Consolidated
      Statements of Income
              
              F-4Consolidated
      Statements of Changes in Stockholders’ Equity
              
              F-5Consolidated
      Statements of Cash Flows
              
              F-6 –
      F-7Notes
      to the Consolidated Financial Statements
              
              F-8 –
      F-23




F-1


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 TO
THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
 GOLDEN
GREEN ENTERPRISES LIMITED
 
 We have
audited the accompanying consolidated balance sheets of Golden Green Enterprises
Limited (the “Company”) as of December 31, 2008 and 2007, and the related
consolidated statements of income, consolidated statements of changes in
stockholders’ equity, and cash flows for the years then ended. These
consolidated financial statements are the responsibility of the Company’s
management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.
 
 We
conducted our audits in accordance with the auditing standards of the Public
Company Accounting Oversight Board (United States).  Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audits included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting. Accordingly, we express no such
opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
 
 In our
opinion, the consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Golden Green Enterprises
Limited as of December 31, 2008 and 2007, and the consolidated results of
its operations and its cash flows for the years ended December 31, 2008 and
2007, in conformity with accounting principles generally accepted in the United
States of America.
 
 /s/ UHY
VOCATION HK CPA LIMITED
 
 Hong
Kong, the People’s Republic of China,
 July 13,
2009
  F-2
  GOLDEN
GREEN ENTERPRISES LIMITED
 CONSOLIDATED
BALANCE SHEETS
 (IN
US DOLLARS)
 
 December 31
                                                                      
                                                                      
                                                                      December 312008
                                                                      
                                                                      
                                                                      2007AssetsCurrent
      assetsCash
                                                                      
                                                                      $
                                                                      42,622,404
                                                                      
                                                                      
                                                                      $
                                                                      218,351Restricted
      cash
                                                                      
                                                                      
                                                                      24,712,349
                                                                      
                                                                      
                                                                      
                                                                      19,226,551Accounts
      receivable, net
                                                                      
                                                                      
                                                                      10,304,724
                                                                      
                                                                      
                                                                      
                                                                      10,176,454Inventories
                                                                      
                                                                      
                                                                      3,554,313
                                                                      
                                                                      
                                                                      
                                                                      8,660,623Due
      from former owners
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      25,126,394Prepayments
      and other deposits
                                                                      
                                                                      
                                                                      11,558,937
                                                                      
                                                                      
                                                                      
                                                                      10,609,492Other
      receivables
                                                                      
                                                                      
                                                                      1,266,097
                                                                      
                                                                      
                                                                      
                                                                      635,718Total
      current assets
                                                                      
                                                                      
                                                                      94,018,824
                                                                      
                                                                      
                                                                      
                                                                      74,653,583Non-current
      assetsProperty,
      plant and equipment, net
                                                                      
                                                                      
                                                                      19,941,521
                                                                      
                                                                      
                                                                      
                                                                      15,816,962Land
      use right, net
                                                                      
                                                                      
                                                                      1,416,220
                                                                      
                                                                      
                                                                      
                                                                      1,346,895Total
      non-current assets
                                                                      
                                                                      
                                                                      21,357,741
                                                                      
                                                                      
                                                                      
                                                                      17,163,857Total
      assets
                                                                      
                                                                      $
                                                                      115,376,565
                                                                      
                                                                      
                                                                      $
                                                                      91,817,440Liabilities
      and stockholders’ equityCurrent
      liabilitiesAccounts
      payable
                                                                      
                                                                      $
                                                                      5,339,350
                                                                      
                                                                      
                                                                      $
                                                                      5,886,523Notes
      payable
                                                                      
                                                                      
                                                                      26,910,956
                                                                      
                                                                      
                                                                      
                                                                      20,480,903Term
      loans
                                                                      
                                                                      
                                                                      30,677,903
                                                                      
                                                                      
                                                                      
                                                                      17,355,303Income
      tax payable
                                                                      
                                                                      
                                                                      2,188,677
                                                                      
                                                                      
                                                                      
                                                                      2,596,687Customers
      deposits
                                                                      
                                                                      
                                                                      17,484,708
                                                                      
                                                                      
                                                                      
                                                                      8,448,965Accrued
      liabilities and other payables
                                                                      
                                                                      
                                                                      6,294,406
                                                                      
                                                                      
                                                                      
                                                                      5,289,171Dividend
      payable
                                                                      
                                                                      
                                                                      9,601,549
                                                                      
                                                                      
                                                                      
                                                                      —Due
      to former minority owners
                                                                      
                                                                      
                                                                      4,310,087
                                                                      
                                                                      
                                                                      
                                                                      —Due
      to former owners
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      61,688Total
      current liabilities
                                                                      
                                                                      
                                                                      102,807,636
                                                                      
                                                                      
                                                                      
                                                                      60,119,240Non-current
      liabilitiesLand
      use right payable, net
                                                                      
                                                                      
                                                                      28,521
                                                                      
                                                                      
                                                                      
                                                                      154,125Total
      non-current liabilities
                                                                      
                                                                      
                                                                      28,521
                                                                      
                                                                      
                                                                      
                                                                      154,125Total
      liabilities
                                                                      
                                                                      
                                                                      102,836,157
                                                                      
                                                                      
                                                                      
                                                                      60,273,365Minority
      interest
                                                                      
                                                                      
                                                                      —
                                                                      
                                                                      
                                                                      
                                                                      14,188,390Stockholders’
      equityCommon
      stock, 100,000,000 authorized shares with no par value, 30,000,000 shares
      issued and outstanding
                                                                      
                                                                      
                                                                      300
                                                                      
                                                                      
                                                                      
                                                                      300Additional
      paid in capital
                                                                      
                                                                      
                                                                      6,930,944
                                                                      
                                                                      
                                                                      
                                                                      1,834,940Retained
      earnings
                                                                      
                                                                      
                                                                      7,515,704
                                                                      
                                                                      
                                                                      
                                                                      14,462,559Subscription
      receivable
                                                                      
                                                                      
                                                                      (4,310,087
                                                                      )
                                                                      
                                                                      
                                                                      —Accumulated
      other comprehensive income
                                                                      
                                                                      
                                                                      2,403,547
                                                                      
                                                                      
                                                                      
                                                                      1,057,886Total
      stockholders’ equity
                                                                      
                                                                      
                                                                      12,540,408
                                                                      
                                                                      
                                                                      
                                                                      17,355,685Total
      liabilities and stockholders' equity
                                                                      
                                                                      $
                                                                      115,376,565
                                                                      
                                                                      
                                                                      $
                                                                      91,817,440
 
 See notes
to financial statements.
  F-3
  GOLDEN
GREEN ENTERPRISES LIMITED
 CONSOLIDATED
STATEMENTS OF INCOME
 (IN US DOLLARS)
 
 For the year ended December 312008
                                              
                                              
                                              2007Revenue
                                              
                                              $
                                              196,264,731
                                              
                                              
                                              $
                                              139,649,209Cost
      of revenue
                                              
                                              
                                              (142,407,995
                                              )
                                              
                                              
                                              (100,577,079
                                              )Gross
      profit
                                              
                                              
                                              53,856,736
                                              
                                              
                                              
                                              39,072,130Operating
      expenses:General
      and administrative expenses
                                              
                                              
                                              (3,431,745
                                              )
                                              
                                              
                                              (2,766,623
                                              )Selling
      and marketing expenses
                                              
                                              
                                              (831,108
                                              )
                                              
                                              
                                              (534,468
                                              )Total
      operating expenses
                                              
                                              
                                              (4,262,853
                                              )
                                              
                                              
                                              (3,301,091
                                              )Operating
      income
                                              
                                              
                                              49,593,883
                                              
                                              
                                              
                                              35,771,039Other
      income and (expense):Interest
      income
                                              
                                              
                                              1,395,121
                                              
                                              
                                              
                                              1,432,019Interest
      expense
                                              
                                              
                                              (3,769,423
                                              )
                                              
                                              
                                              (2,147,451
                                              )Sundry
      income
                                              
                                              
                                              155,687
                                              
                                              
                                              
                                              16,165Net
      income before income taxes and minority interest
                                              
                                              
                                              47,375,268
                                              
                                              
                                              
                                              35,071,772Income
      tax expense
                                              
                                              
                                              (11,869,735
                                              )
                                              
                                              
                                              (11,421,638
                                              )Net
      income before minority interest
                                              
                                              $
                                              35,505,533
                                              
                                              
                                              
                                              23,650,134Net
      income attributable to minority interest
                                              
                                              
                                              (13,920,944
                                              )
                                              
                                              
                                              (10,637,830
                                              )Net
      income
                                              
                                              $
                                              21,584,589
                                              
                                              
                                              $
                                              13,012,304Earnings
      per share-
      Basic
                                              
                                              $
                                              0.72
                                              
                                              
                                              $
                                              0.43-
      Diluted
                                              
                                              $
                                              0.72
                                              
                                              
                                              $
                                              0.43Weighted
      average common shares outstanding-
      Basic
                                              
                                              
                                              30,000,000
                                              
                                              
                                              
                                              30,000,000-
      Diluted
                                              
                                              
                                              30,000,000
                                              
                                              
                                              
                                              30,000,000
  See notes
to financial statements.
 
 F-4
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 CONSOLIDATED
STATEMENTS OF CHANGES
 IN
STOCKHOLDERS’ EQUITY
 ( IN US DOLLARS)
 
 Common
      Stock, with no
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        AccumulatedPar
      Value
                                                        
                                                        
                                                        Additional
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        Other
                                                        
                                                        
                                                        TotalNumber
      of
                                                        
                                                        
                                                        
                                                        
                                                        
                                                        Paid-in
                                                        
                                                        
                                                        Subscription
                                                        
                                                        
                                                        Comprehensive
                                                        
                                                        
                                                        Retained
                                                        
                                                        
                                                        Stockholders'Shares
                                                        
                                                        
                                                        Amount
                                                        
                                                        
                                                        Capital
                                                        
                                                        
                                                        receivable
                                                        
                                                        
                                                        Income
                                                        
                                                        
                                                        Earnings
                                                        
                                                        
                                                        EquityBalance,
      December 31, 2006
                                                        
                                                        
                                                        30,000,000
                                                        
                                                        
                                                        $
                                                        300
                                                        
                                                        
                                                        $
                                                        1,834,940
                                                        
                                                        
                                                        $
                                                        —
                                                        
                                                        
                                                        $
                                                        240,963
                                                        
                                                        
                                                        $
                                                        10,327,427
                                                        
                                                        
                                                        $
                                                        12,403,630Net
      income
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        13,012,304
                                                        
                                                        
                                                        
                                                        13,012,304Foreign
      currency translation gain
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        816,923
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        816,923Dividend
      declared
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (16,134,445
                                                        )
                                                        
                                                        
                                                        (16,134,445
                                                        )Dividend
      allocated to minorityinterest
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        7,257,273
                                                        
                                                        
                                                        
                                                        7,257,273Balance,
      December 31, 2007
                                                        
                                                        
                                                        30,000,000
                                                        
                                                        
                                                        
                                                        300
                                                        
                                                        
                                                        
                                                        1,834,940
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        1,057,886
                                                        
                                                        
                                                        
                                                        14,462,559
                                                        
                                                        
                                                        
                                                        17,355,685Net
      income
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        21,584,589
                                                        
                                                        
                                                        
                                                        21,584,589Foreign
      currency translation gain
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        1,345,661
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        1,345,661Subscription
      for ordinary shares
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        4,310,087
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        4,310,087Subscriptions
      receivable
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (4,310,087
                                                        )
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (4,310,087
                                                        )Contribution
      to capital on purchase of minority interest
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        785,917
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        785,917Dividend
      declared
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        (51,856,496
                                                        )
                                                        
                                                        
                                                        (51,856,496
                                                        )Dividend
      allocated to minority interest
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        —
                                                        
                                                        
                                                        
                                                        23,325,052
                                                        
                                                        
                                                        
                                                        23,325,052Balance,
      December 31, 2008
                                                        
                                                        
                                                        30,000,000
                                                        
                                                        
                                                        $
                                                        300
                                                        
                                                        
                                                        $
                                                        6,930,944
                                                        
                                                        
                                                        $
                                                        (4,310,087
                                                        )
                                                        
                                                        $
                                                        2,403,547
                                                        
                                                        
                                                        $
                                                        7,515,704
                                                        
                                                        
                                                        $
                                                        12,540,408
 
 See notes
to financial statements.
  F-5
  GOLDEN
GREEN ENTERPRISES LIMITED
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 (IN
US DOLLARS)
 
 For the year ended December 312008
                                
                                
                                2007Cash
      flows from operating activities:Net
      income
                                
                                $
                                21,584,589
                                
                                
                                $
                                13,012,304Adjustments to reconcile net
      income to net cash provided by/(used in)
      operating
      activities:Depreciation
      of property, plant and equipment
                                
                                
                                2,447,626
                                
                                
                                
                                2,156,130Amortization
      of land use right
                                
                                
                                30,280
                                
                                
                                
                                27,641Gain
      on disposal of property, plant and equipment
                                
                                
                                —
                                
                                
                                
                                (16,133
                                )Net
      income attributable to minority interest
                                
                                
                                13,920,944
                                
                                
                                
                                10,637,830Changes
      in assets and liabilities:Accounts
      receivable, net
                                
                                
                                (128,270
                                )
                                
                                
                                (4,400,574
                                )Inventories
                                
                                
                                5,106,310
                                
                                
                                
                                (149,620
                                )Prepayments
      and other deposits
                                
                                
                                (949,445
                                )
                                
                                
                                (2,482,968
                                )Other
      receivables
                                
                                
                                (630,379
                                )
                                
                                
                                (479,174
                                )Accounts
      payable
                                
                                
                                (547,173
                                )
                                
                                
                                (76,729
                                )Income
      tax payable
                                
                                
                                (408,010
                                )
                                
                                
                                648,030Customers
      deposit
                                
                                
                                9,035,743
                                
                                
                                
                                3,146,217Accrued
      liabilities and other payables
                                
                                
                                1,005,235
                                
                                
                                
                                (517,004
                                )Net
      cash provided by operating activities
                                
                                
                                50,467,450
                                
                                
                                
                                21,505,950Cash
      flows from investing activities:Capital
      expenditures for addition of property, plant and equipment
                                
                                
                                (6,572,185
                                )
                                
                                
                                (2,277,378
                                )Changes
      in restricted cash
                                
                                
                                (5,485,798
                                )
                                
                                
                                8,335,884Proceeds
      from/(to) former owners
                                
                                
                                25,126,394
                                
                                
                                
                                (7,203,669
                                )Net
      cash provided by/(used in) investing activities
                                
                                
                                13,068,411
                                
                                
                                
                                (1,145,163
                                )
 
 F-6
  GOLDEN
GREEN ENTERPRISES LIMITED
 CONSOLIDATED
STATEMENTS OF CASH FLOWS (.../Cont'd)
 (IN
US DOLLARS)
 
 For the year ended December 312008
                                
                                
                                2007Cash
      flows from financing activities:Proceeds
      from common stock issued
                                
                                
                                —
                                
                                
                                
                                300Repayment
      of  term loans
                                
                                
                                (26,662,742
                                )
                                
                                
                                (5,887,615
                                )Proceeds
      from term loans
                                
                                
                                39,985,342
                                
                                
                                
                                15,093,356Proceeds
      from notes payable
                                
                                
                                6,430,053
                                
                                
                                
                                (15,006,853
                                )Dividends
      paid
                                
                                
                                (42,254,947
                                )
                                
                                
                                (16,134,445
                                )Land
      use right payable
                                
                                
                                (125,604
                                )
                                
                                
                                (304,465
                                )Due
      to former owners
                                
                                
                                (61,688
                                )
                                
                                
                                (60,683
                                )Net
      cash used in financing activities
                                
                                
                                (22,689,586
                                )
                                
                                
                                (22,300,405
                                )Net
      increase/(decrease) in cash
                                
                                
                                40,846,275
                                
                                
                                
                                (1,939,618
                                )Effect
      on change of exchange rates
                                
                                
                                1,557,778
                                
                                
                                
                                1,353,809Cash
      as of January 1
                                
                                
                                218,351
                                
                                
                                
                                804,160Cash
      as of December 31
                                
                                $
                                42,622,404
                                
                                
                                $
                                218,351Supplemental
      disclosures of cash flow and non-cash information:Cash
      paid during the year:Interest
      paid
                                
                                $
                                3,769,423
                                
                                
                                $
                                2,147,451Income
      tax paid
                                
                                $
                                12,277,745
                                
                                
                                $
                                10,930,112Non
      - cash item:Transfer
      of prepayments and other deposits to property, plant and
      equipment
                                
                                $
                                2,288,337
                                
                                
                                $
                                —Acquisition
      of minority interest with subscription receivable
                                
                                $
                                4,310,087
                                
                                
                                $
                                —
 
 See notes
to financial statements.
 
 F-7
  GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 1.
              DESCRIPTION
      OF BUSINESS AND ORGANIZATION
 
 Golden
Green Enterprises Limited (“the Company” or “Golden Green”) was established in
the British Virgin Islands ("BVI") on March 11, 2008 as a limited liability
Company, for the purpose of effectuating a reorganization and merger with Wealth
Rainbow Development Limited (“Wealth Rainbow”) and Henan Green Complex Materials
Co., Ltd (“Henan Green”) as discussed in Note 2.
 
 Golden
Green’s holdings are comprised of Wealth Rainbow, also a holding company and
Henan Green, an operating company. Through its investment in these entities,
Golden Green is involved with the processing and sales of steel mill flat-rolled
products which are extensively used in the manufacturing industry throughout
mainland China.  Henan Green conducts business directly with its
customers in the People's Republic of China (PRC).
 
 Wealth
Rainbow was formed on March 1, 2007 by Lu Mingwang's family as the
Company. On October 21, 2008, Wealth Rainbow acquired 100% of the
outstanding shares of Henan Green pursuant to a stock transfer agreement.
Subsequent to the stock transfer, Wealth Rainbow became the sole shareholder of
Henan Green. The change of ownership was approved by the Chinese Government on
October 21, 2008. The principal activity of Wealth Rainbow is to hold its
interest in Henan Green.
 
 The
consolidated financial statements include the financial statements of Golden
Green and its subsidiaries (together referred to as the "Group"). The Company
owns 100% equity interests directly and indirectly, in two subsidiaries, namely
Wealth Rainbow and Henan Green. The organization chart of the Group is as
follows:
  
 
 F-8
  
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 2.
              REORGANIZATION
      AND ACQUISITION OF MINORITY
INTEREST
 
 On
October 21, 2008, Wealth Rainbow acquired the minority interest in Henan Green
for $4,310,087 with the issuance of a promissory note to the minority
stockholders. This amount represented the fair value of Henan Green as
determined by and independent valuation which was performed during August 2008.
On the effective acquisition date, October 21, 2008, the fair value of Henan
Green exceeded the agreed purchase price by $785,917. Such amount has been
recorded as a contribution of capital by Henan Green.
 
 The net
assets of Henan Green were recorded by Wealth Rainbow at historical cost to the
extent of the common control group’s 55.02% ownership of Henan Green. The
remaining 44.98% of Henan Green shares acquired were accounted for as a purchase
(fair value) of the minority interest, as contemplated by Statement of Financial
Accounting Standards “SFAS No.141”, Business Combinations.
 
 The
common control group comprised of three direct relatives of the Lu family which
held approximately 55.02% of the shares of Henan Green on the date it was
acquired by Wealth Rainbow. Wealth Rainbow was wholly owned by another direct
relative of the Lu family. Under the common control reporting rules, the control
group’s 55.02% interest of Henan Green that was acquired by Wealth Rainbow
constitutes an exchange of equity interests between entities under common
control.
 
 Subsequent
to the Henan Green acquisition, Wealth Rainbow entered into a reorganization and
capitalization agreement with the Company during November 2008 in which all of
the shares of Wealth Rainbow were exchanged with shares of the Company. As a
result of these transactions, Wealth Rainbow and Henan Green became wholly owned
subsidiaries of the Company. These transactions have been accounted for as a
reorganization under common control with the purchase of a minority
interest.
 
 Accordingly,
based on the above transactions, the results of Henan Green’s operations have
been included in the consolidated financial statements of the Company for the
years ended December 31, 2008 and 2007. The controlling interest of Henan Green
was effectively acquired on December 25, 2006. However, the Company has elected
not to present such one week period since it was determined not to be material
or meaningful to the presentation and understanding of these financial
statements.
 
 During
March 2009, the Company amended its memorandum of association by
increasing its authorized number of ordinary shares from 50,000 with a $1 par
value to 100,000,000 with no par value.  Simultaneously with the
amendment, the Company effected a stock split by an additional 29,999,900 shares
to the current shareholders.  Accordingly, immediately after the
amendment and prior to the merger with China Opportunity Acquisition Corp.
(“COAC”), the Company had 30,000,000 ordinary shares outstanding. On March 17,
2009, the Company consummated a merger with COAC.
 
 In
connection with the merger, the Company issued 2,245,723 shares of its ordinary
shares in exchange for all the outstanding shares of COAC. The Company is deemed
to be the surviving entity and registered its shares pursuant to a registration
statement filed with the U.S Securities and Exchange
Commission.  Accordingly, after the merger, the former shareholders of
COAC own approximately 6.5% of the Company’s ordinary shares.
 
 The
Company has reserved approximately 16,066,667 ordinary shares in connection with
the exercise of warrants and unit purchase options outstanding at the date of
the merger.
 
 3.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES
 
 (a)
              Basis
      of consolidation
 
 The
consolidated financial statements include the accounts of Golden Green and all
entities in which a direct or indirect controlling interest exists. All
intercompany balances and transactions have been eliminated in the consolidated
financial statements.
 
 F-9
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 3.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (.../Cont’d)
 
 (a)
              Basis
      of consolidation (.../Cont’d)
 
 The
Group’s consolidated financial statements have been prepared in accordance with
generally accepted accounting principles in the United States of America ("US
GAAP").  The preparation of the consolidated financial statements in
accordance with US GAAP requires management of the Group to make a number of
estimates and assumptions relating to the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the
reported  amounts  of  revenues  and   expenses  during  the  year.   Significant
items  subject  to  such estimates and assumptions
include the recoverability of the carrying amount and the estimated useful lives
of long-lived assets; valuation allowances for receivables, realizable values
for inventories. Actual results could differ from those
estimates.
 
 Net
income is reduced by the portion attributable to minority interests. The
minority interests are disclosed separately in the consolidated statements of
income and in the consolidated balance sheets. Minority interests consist of the
amount of those interests at the date the controlling interest was established
and the minority’s share of changes in equity since that date.
 
 (b)
              Foreign
      currency translation
 
 Assets
and liabilities of foreign operations are translated at the rate of exchange in
effect on the balance sheet date; income and expenses are translated at the
average rate of exchange prevailing during the year. The year-end rates for
December 31, 2008 and 2007 of Renminbi to one US dollar were 6.8225 and 7.2946
respectively; average rates for the year-end December 31, 2008 and 2007 were
6.9351 and 7.5973 respectively. The related translation adjustments are
reflected in "Accumulated other comprehensive income" in the
stockholders’ equity section of the balance sheet, net of the amount
attributable to the minority interest. As of December 31, 2008 and 2007, the
accumulated foreign currency translation gain was $2,403,547 and $1,057,886
respectively. Foreign currency gains and losses resulting from transactions are
included in earnings.
 
 (c)
              Cash
 
 Cash
represents cash in bank and cash on hand.
 
 The Group
considers all highly liquid investments with original maturities of three months
or less to be cash.  The Group maintains bank accounts in the
PRC.
 
 (d)
              Accounts
      receivable
 
 Accounts
receivable are recorded at the invoiced amount, net of allowances for doubtful
accounts sales returns and trade discounts.  The allowance for
doubtful accounts is the Group’s best estimate of the amount of probable
credit losses in the Group’s existing accounts
receivable.  Management determines the allowance based on historical
write-off experience, customer specific facts and economic
conditions.  The Group has historically been able to collect all
of its receivable balances, and accordingly, 2% allowance has been provided for
doubtful accounts.
 
 Outstanding
account balances are reviewed individually for collectability. Account balances
are charged off against the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote. The
Group does not have any off-balance-sheet credit exposure to its
customers.
 
 F-10
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 3.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (.../Cont’d)
 
 (e)
              Inventories
 
 Inventories
are stated at the lower of cost or market and consist primarily of flat rolled
steel.  Cost is determined using the weighted average cost
method.  In the case of work in process and finished goods, such costs
comprise of direct materials, direct labor and an appropriate proportion of
overheads.
 
 (f)
              Property,
      plant and equipment
 
 Property,
plant and equipment are recorded at cost less accumulated
depreciation.  Expenditures for major additions and betterments are
capitalized.  Maintenance and repairs are charged to general and
administrative expenses as incurred. Depreciation of property, plant and
equipment is computed by the straight-line method over the assets estimated
useful lives ranging from five to fifty years. Building improvements, if any,
are amortized on a straight-line basis over the estimated useful
life.
 
 Upon sale
or retirement of property, plant and equipment, the related cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected in
operations.
 
 Construction
in progress represents the costs of property, plant and equipment under
construction or installation. Depreciation commences when the asset is placed in
service. The accumulated costs are reclassified as property, plant and equipment
when installation or construction is completed. Government subsidies received
reduce the cost of construction.
 
 The
estimated useful lives of the assets are as follows:
 
 YearsLand
      use right
                    
                    50Leasehold
      land improvement
                    
                    46.5Buildings
                    
                    10
      - 20Machinery
      and equipment
                    
                    5
      - 20Vehicles
                    
                    5Furniture
      fixtures and office equipment
                    
                    5
 
 (g)
              Land
      use right
 
 Land use
right is recorded at cost less accumulated amortization. Under Statement of
Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible
Assets", land use right classified as definite lived intangible assets
and are amortized over its useful life.  According to the laws of the
PRC, the government owns all of the land in the PRC. Companies or individuals
are authorized to possess and use the land only through land use rights granted
by the PRC government.  Land use right is amortized using the
straight-line method over the lease term of 50 years.
 
 F-11
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 3.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (.../Cont’d)
 
 (h)
              Impairment
      of long-lived assets
 
 Long-lived
assets, including property, plant and equipment are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to the estimated
undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset.
 
 Assets to
be disposed of are separately presented in the balance sheet and reported at the
lower of the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale are presented separately in the appropriate asset and liability
sections of the balance sheet.
 
 No
impairment was recognized as at December 31, 2008 and 2007.
 
 (i)
              Fair
      value accounting
 
 Statement
of Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements",
defines fair value, establishes a framework for measuring fair value under
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 emphasizes that fair value is a market-based
measurement, not an entity-specific measurement, and states that a fair value
measurement should be determined based on assumptions that market participants
would use in pricing an asset or a liability. In February 2008, the FASB issued
FASB Staff Position No. FAS 157-2 ("FSP 157-2") Effective Date of FASB Statement
No. 157, which amended SFAS 157 to defer the effective date of SFAS 157 for
non-financial assets and non-financial liabilities, except for items that are
recognized or disclosed at fair value in the financial statements on a recurring
basis, at least annually, including goodwill and trademarks. In accordance with
FSP 157-2, the Group will delay application of SFAS 157 for non-financial assets
and non-financial liabilities, until January 1, 2009. The application of SFAS
157 in situations where that market for a financial asset is not active was
clarified by the issuance of Financial Accounting Standards Board Staff Position
157-3. Determining the Fair Value of a Financial Asset When the Market for That
Asset Is Not Active ("FSP 157-3") in October 2008. FSP 157-3 became effective
immediately and did not significantly impact the methods by which the Group
determines the fair values of its financial assets.
 
 (j)
              Revenue
      recognition
 
 The
Group generates revenue primarily from sales of steel mill flat-rolled
products.
 
 Revenue
is recognized when products have been delivered to the buyer and title and risk
of ownership has passed to the buyer, the sales price is fixed and determinable
and collectability is reasonably assured.
 
 In the
PRC, value added tax (“VAT”) of 17% on the invoice amount is collected in
respect of the sales of goods on behalf of tax authorities. The VAT collected is
not revenue of the Group; instead, the amount is recorded as a liability on the
balance sheet until such VAT is paid to the authorities.
 
 (k)
              Income
      taxes
 
 The
Group accounts for income taxes under Financial Accounting Standards Board
(FASB) No. 109, "Accounting for Income Taxes". Deferred income tax assets and
liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be effective when the differences are
expected to reverse.
 
 F-12
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 3.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (.../Cont’d)
 
 (k)
              Income
      taxes (.../Cont’d)
 
 Deferred
tax assets are reduced by a valuation allowance to the extent management
concludes it is more likely than not that the assets will not be
realized.  Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the statements of income in the period that
includes the enactment date.
 
 Management
has elected to defer the application of FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes, in accordance with FASB Staff Position No.
48-3, Effective Date of FASB Interpretation No. 48 for Certain Nonpublic
Companies. The Group will continue to evaluate uncertain tax positions in
accordance with FASB Statement No. 5 Accounting for Contingencies. Under that
Statement, if it is probable that an uncertain tax position will result in a
material liability and the amount of the liability can be estimated, then the
estimated liability is accrued. As of December 31, 2008 and 2007, there were no
amounts that had been accrued with respect to uncertain tax
positions.
 
 (l)
              Comprehensive
      income
 
 The Group
has adopted Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income".  This statement establishes rules
for the reporting of comprehensive income and its
components.  Comprehensive income consists of net income and foreign
currency translation adjustments.
 
 Comprehensive
income consists of the following for the year ending December
31:
 
 2008
                      
                      
                      2007USD
                      
                      
                      USDNet
      income
                      
                      $
                      21,584,589
                      
                      
                      $
                      13,012,304Other
      comprehensive income - Foreign currency translation
      adjustments
                      
                      
                      1,345,661
                      
                      
                      
                      816,924Total
      comprehensive income
                      
                      $
                      22,930,250
                      
                      
                      $
                      13,829,228
 
 (m)
              Commitments
      and contingencies
 
 In the
normal course of business, the Group is subject to contingencies, including
legal proceedings and claims arising out of the normal course of businesses that
relate to a wide range of matters, including among others, product liability.
The Group records accruals for such contingencies based upon the assessment
of the probability of occurrence and, where determinable, an estimate of the
liability. Management may consider many factors in making these assessments
including past history, scientific evidence and the specifics of each matter. As
management has not become aware of any product liability claims arising from any
incident over the year, the Group has not recognized a liability for
product liability claims.
 
 F-13
 
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 3.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
      (.../Cont’d)
 
 (n)
              Segment
      information
 
 Statement
of Financial Accounting Standards (SFAS) No. 131, "Disclosure About Segments of an
Enterprise and Related Information" establishes standards for reporting
information on operating segments in interim and annual financial
statements.  The Group has only one segment, all of the Group's
operations and customers are in the PRC and all income are derived from the
sales of steel mill flat-rolled products. Accordingly, no geographic information
is presented.
 
 (o)
              Recently
      issued accounting standards
 
 In April
2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position
No. 142-3 ("FSP 142-3") "Determination of the Useful Life of
Intangible Assets." FSP 142-3 amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under FAS 142, "Goodwill and Other Intangible
Assets," to include an entity's historical experience in renewing or
extending similar arrangements, adjusted for entity-specific factors, even when
there is likely to be "substantial cost or material
modifications." FSP FAS 142-3 states that in the absence of historical
experience an entity should use assumptions that market participants would make
regarding renewals or extensions, adjusted for entity-specific factors. The
guidance for determining the useful life of intangible assets included in this
FSP will be applied prospectively to intangible assets acquired after the
effective date of January 1, 2009. The Group does not expect FSP 142-3 to
have a material impact on our financial statements.
 
 In May
2008, the Financial Accounting Standards Board (FASB) issued Financial
Accounting Standard No. 162 ("FAS 162"), “The Hierarchy of Generally Accepted
Accounting Principles”. Under FAS 162, the GAAP hierarchy will now reside
in the accounting literature established by the Financial Accounting Standards
Board. FAS 162 identifies the sources of accounting principles and the framework
for selecting the principles used in the preparation of financial statements in
conformity with GAAP. FAS 162 is effective 60 days following the SEC’s approval
of the Public Company Accounting Oversight Board Auditing amendments to AU
Section 411, "The Meaning of
Present Fairly in Conformity with Generally Accepted Accounting
Principles." FAS 162 will not impact the Group’s financial
statements.
 
 In
December 2008, the Financial Accounting Standards Board (FASB) issued Financial
Staff Position  No. 132(R)-1 ("FSP No. 132(R)-1"), "Employers’
Disclosures about Postretirement Benefit Plan Assets,” FSP No. 132(R)-1 amends
the Financial Accounting Standards Board (FASB) No. 132 to provide guidance on
an employer’s disclosures about plan assets of a defined benefit pension or
other postretirement plan. The additional disclosures required focus on
disclosures of fair value by category of plan assets. This Financial Staff
Position is effective for fiscal years ending after December 15, 2009. The Group
does not expect a material impact on its financial statements when these
additional provisions are adopted.
 
 Management
does not believe that any recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying
financial statements.
 
 F-14
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 4.
              CASH
 
 Cash
represents cash in bank and cash on hand. Cash as of December 31, 2008 and 2007
consist of the following:
  2008
                    
                    
                    2007USD
                    
                    
                    USDBank
      balances and cash
                    
                    $
                    67,334,753
                    
                    
                    $
                    19,444,903Less:
      Restricted cash
                    
                    
                    (24,712,349
                    )
                    
                    
                    (19,226,551
                    )$
                    42,622,404
                    
                    
                    $
                    218,352
  Renminbi
is not a freely convertible currency and the remittance of funds out of the PRC
is subject to the exchange restrictions imposed by the PRC
government.
 
 As at
December 31, 2008 and 2007, the Group’s cash of approximately $24,712,349 and
$19,226,551, were restricted and deposited in certain banks as guarantee
deposits for the benefit of issuance of notes payable granted by the
banks.
 
 The
restricted cash guaranteed $26,910,956 and $20,480,903 of notes payable for the
years ended December 31, 2008 and 2007 respectively.  It can only be
released at the expiration date of corresponding notes payable.
 
 5.
              ACCOUNTS
      RECEIVABLE
 
 The
Group performs ongoing credit evaluations of its customers' financial
conditions. The Group generally encourages its customers to use its products and
settle the outstanding balance within credit terms. As of December 31 2008 and
2007, the provision on accumulated allowance for doubtful accounts were $126,790
and $86,384 respectively.
 
 6.
              INVENTORIES
 
 Inventories
as of December 31, 2008 and 2007 consist of the following:
  2008
                      
                      
                      2007USD
                      
                      
                      USDRaw
      materials
                      
                      $
                      936,280
                      
                      
                      $
                      4,763,939Work-in-process
                      
                      
                      1,378,067
                      
                      
                      
                      1,310,691Finished goods
                      
                      
                      1,239,966
                      
                      
                      
                      2,585,993$
                      3,554,313
                      
                      
                      $
                      8,660,623
 
 7.
              DUE
      FROM/(TO) FORMER OWNERS
 
 Amounts
due from/(to) former owners are unsecured, non-interest bearing and with no
fixed repayment terms. As at December 31, 2008, the balance of due from/(to)
former owners was zero as amounts were fully settled in the fourth quarter of
2008.
 
 F-15
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 8.
              PREPAYMENTS
      AND OTHER DEPOSITS
 
 Prepayments
and other deposits as of December 31, 2008 and 2007 consist of the
following:
 
 2008
                        
                        
                        2007USD
                        
                        
                        USDPrepaid
      purchases
                        
                        $
                        10,896,840
                        
                        
                        $
                        10,609,492Prepaid
      machinery deposit
                        
                        
                        637,882
                        
                        
                        
                        —Prepaid
      general expenses
                        
                        
                        24,215
                        
                        
                        
                        —$
                        11,558,937
                        
                        
                        $
                        10,609,492
 
 Prepaid
purchases represent amounts prepaid for the purchases of raw materials and
accessories to suppliers.
 
 9.
              OTHER
      RECEIVABLES
 
 Other
receivables as of December 31, 2008 and 2007 consist of the
following:
 
 2008
                      
                      
                      2007USD
                      
                      
                      USDOther
      receivables-
      Advances to staff
                      
                      $
                      381,224
                      
                      
                      $
                      156,404-
      Others
                      
                      
                      884,873
                      
                      
                      
                      479,314$
                      1,266,097
                      
                      
                      $
                      635,718
 
 Other
receivables represent advances to staff and petty cash to department staff for
daily expenditures. These amounts are interest free and with no fixed repayment
terms.
 
 10.
              PROPERTY,
      PLANT AND EQUIPMENT
 
 Property,
plant and equipment as of December 31, 2008 and 2007 consist of the
following:
 
 2008
                      
                      
                      2007USD
                      
                      
                      USDBuildings
                      
                      $
                      5,000,219
                      
                      
                      $
                      2,525,743Leasehold
      land improvement
                      
                      
                      20,183
                      
                      
                      
                      18,877Plant
      machinery and equipment
                      
                      
                      22,769,678
                      
                      
                      
                      20,232,099Vehicles
                      
                      
                      1,615,780
                      
                      
                      
                      842,294Office
      equipment
                      
                      
                      139,189
                      
                      
                      
                      223,123Construction
      in progress
                      
                      
                      1,233,938
                      
                      
                      
                      364,66630,778,987
                      
                      
                      
                      24,206,802Accumulated
      depreciation
                      
                      
                      (10,837,466
                      )
                      
                      
                      (8,389,840
                      )$
                      19,941,521
                      
                      
                      $
                      15,816,962
 
 F-16
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 10.
              PROPERTY,
      PLANT AND EQUIPMENT (.../Cont’d)
 
 Depreciation
charged to earnings for the years ended December 31, 2008 and 2007 were
$2,447,626 and $2,156,130 respectively.
 
 Construction
in progress consists of the construction of a research and development centre
("R&D centre") and buildings of staff accommodation on 300 acres land. The
total construction in progress as at December 31, 2008 was $1,233,938. $474,703
was the cost incurred net of government subsidies of $230,710 of R&D centre
during the period from July 2008 to December 2008. The R&D centre is
estimated to be completed in 2009 with total estimated cost of
$2,198,608.
 
 Buildings
of staff accommodation consist of the constructions of drainage system and
related facilities, side pavement and building of stores and building management
centre. $494,790 was the cost incurred during the period from July 2008 to
December 2008.  These buildings of staff accommodation are estimated
to be completed in 2009 with total estimated cost of $879,443.
 
 $264,445
was the cost incurred to install a production line during the period from July
2008 to December 2008, the installation of production line is estimated to be
completed in 2009 with total estimated cost of $3,078,051.
 
 No
depreciation has been provided for construction in progress.
 
 11.
              LAND
      USE RIGHT
 
 Land use
right as of December 31, 2008 and 2007 consist of the following:
 
 2008
                      
                      
                      2007USD
                      
                      
                      USDLand use right, net
                      
                      $
                      1,416,220
                      
                      
                      $
                      1,346,895
 
 Land use
right represents prepaid lease payments to the local government for land use
right held for a period of 50 years from July 9, 2004 to June 30, 2054 in
Zhengzhou, People's Republic of China. Land use right payable as at December 31,
2008 and 2007 were $28,521 and $154,125 respectively.
 
 Land use
right is amortized using the straight-line method over the lease term of 50
years. The amortization expense for the years ended December 31, 2008 and 2007
were $30,280 and $27,641 respectively.
 
 F-17
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 12.
              NOTES
      PAYABLES
 
 Notes
payable as of December 31, 2008 and 2007 consist of the following:
 
 2008
                          
                          
                          2007USD
                          
                          
                          USDClassified
      by financial institutions: -China
      Citic Bank
                          
                          $
                          5,862,953
                          
                          
                          $
                          3,194,143Commercial
      Bank of Zhengzhou
                          
                          
                          2,711,616
                          
                          
                          
                          411,263Guangdong
      Development Bank
                          
                          
                          6,903,628
                          
                          
                          
                          2,330,491Shanghai
      Pudong Development Bank
                          
                          
                          10,260,169
                          
                          
                          
                          8,842,157China
      Merchants Bank
                          
                          
                          1,172,590
                          
                          
                          
                          5,702,849$
                          26,910,956
                          
                          
                          $
                          20,480,903Additional
      information: -Maximum
      balance outstanding during the year
                          
                          $
                          44,902,894
                          
                          
                          $
                          55,568,497Finance
      cost
                          
                          $
                          1,333,746
                          
                          
                          $
                          1,133,708Finance
      charge per contract (basis points)
                          
                          5pt
                          
                          
                          5ptWeighted
      average interest rate
                          
                          
                          2.03
                          %
                          
                          
                          1.56
                          %
 
 All the
above notes payable are secured by either 50% or 100% corresponding restricted
cash.  As at December 31, 2008 and 2007, the Group’s cash of
approximately $24,712,349 and $19,226,551 were restricted on the such purpose.
All the notes payable have terms of six months. Commercial
Bank of Zhenzhou had imposed covenant on the Company that not more than 10% of
the net profit could be distributed as dividend.  Shanghai Pudong
Development Bank imposed covenant on the Company that any transaction which is
over 10% of the Company’s net assets must notify the Bank.  For
facilities obtained from both banks, 100% of corresponding restricted cash had
been pledged.  In the management’s point of view, covenants of both
banks do not apply to the Company.
  F-18
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 13.
              TERM
      LOANS
 
 In order
to provide working capital for operations, the Group entered into the
following short term loan agreements as of December 31, 2008 and
2007:
 
 2008
                      
                      
                      2007USD
                      
                      
                      USDClassified
      by financial institutions: -China
      Citic Bank
                      
                      $
                      3,664,345
                      
                      
                      $
                      2,056,315China
      Development Bank
                      
                      
                      4,397,216
                      
                      
                      
                      —China
      Merchants Bank
                      
                      
                      4,397,216
                      
                      
                      
                      1,370,877Commercial
      Bank of Zhengzhou
                      
                      
                      7,328,691
                      
                      
                      
                      6,854,385Guangdong
      Development Bank
                      
                      
                      2,198,607
                      
                      
                      
                      1,782,140Minsheng
      Bank of China Branch in Zhengzhou
                      
                      
                      1,465,739
                      
                      
                      
                      —Shanghai
      Pudong Development Bank
                      
                      
                      5,862,953
                      
                      
                      
                      4,112,631Zhengzhou
      City Rural Credit Cooperative
                      
                      
                      806,156
                      
                      
                      
                      1,178,955Zhengzhou
      City Urban Credit Cooperative
                      
                      
                      556,980
                      
                      
                      
                      —$
                      30,677,903
                      
                      
                      $
                      17,355,303Additional
      information: -Maximum
      balance outstanding during the year
                      
                      $
                      31,117,626
                      
                      
                      $
                      17,355,303Interest
      paid during the year
                      
                      $
                      2,430,590
                      
                      
                      $
                      974,940Range
      of interest rate (basis points)
                      
                      48.67
      - 96.5pt
                      
                      
                      52.2
      - 96.0ptWeighted
      average interest rate
                      
                      
                      4.04
                      %
                      
                      
                      4.14
                      %
 
 All of
the above short terms loans are fixed term loans with a period of 12 months or
less. These short terms loans are either guaranteed and secured by the Group’s
fixed assets, including its machinery and land use right, or guaranteed and
secured by a related party, Zhengzhou No.2 Iron and Steel Company Limited's land
and plant properties, or guaranteed by the Group’s owners or other third
parties.
 
 14.
              ACCRUED
      LIABILITIES AND OTHER PAYABLES
 
 Accrued
liabilities and other payables as of December 31, 2008 and 2007 consist of the
following:
 
 2008
                    
                    
                    2007USD
                    
                    
                    USDAccrued
      expenses
                    
                    $
                    1,142,668
                    
                    
                    $
                    989,030Other
      payables
                    
                    
                    4,278,620
                    
                    
                    
                    4,140,392Other
      tax payables
                    
                    
                    873,118
                    
                    
                    
                    159,749$
                    6,294,406
                    
                    
                    $
                    5,289,171
  Other tax
payables represent payables other than income tax which consist of value added
tax and city maintenance and construction tax.
 
 F-19
  GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 15.
              STOCKHOLDERS’ EQUITY
 
 (a)
              Capital
 
 The
Company was established in the British Virgin Islands ("BVI") on March 11, 2008
as a limited liability company.  Authorized common stock of the
Company included 50,000 ordinary shares with a $1.00 par value.  Prior
to the stock split described below, the Company has 100 shares outstanding.
During March 2009, the Company amended its memorandum of association by
issuing an additional 29,999,900 increasing the authorized shares to 100,000,000
with no par value.  Additionally prior to the merger with COAC, the
Company effected a stock split increasing the total number of shares outstanding
to 30,000,000.
 
 (b)
              Retained
      earnings
 
 Retained
earnings as of December 31, 2008 and 2007 consist of the following:
 
 2008
                      
                      
                      2007USD
                      
                      
                      USDRetained
      earnings
                      
                      $
                      5,932,802
                      
                      
                      $
                      12,879,657Statutory
      surplus reserves
                      
                      
                      1,582,902
                      
                      
                      
                      1,582,902$
                      7,515,704
                      
                      
                      $
                      14,462,559
 
 In
accordance with PRC Company Law, the Group is required to allocate at least 10%
of the profit of its PRC operating Company to the statutory surplus
reserve.  Appropriation to the statutory surplus reserve by the
Group is based on profit arrived at under PRC accounting standards for
business enterprises for each year.
 
 The
profit arrived at must be set off against any accumulated losses sustained by
the Group in prior years, before allocation is made to the statutory surplus
reserve.  Appropriation to the statutory surplus reserve must be made
before distribution of dividends to shareholders.  The appropriation
is required until the statutory surplus reserve reaches 50% of the owners’
equity.  This statutory surplus reserve is not distributable in the
form of cash dividends.
 
 As the
statutory surplus reserve has reached 50% of the owners' equity in 2005, the
Group ceased to allocate.
 
 F-20
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 16.
              DIVIDENDS
      DECLARED
 
 2008
                    
                    
                    2007USD
                    
                    
                    USDDividend
      in respect of the previous financial year declared
                    
                    $
                    24,501,225
                    
                    
                    $
                    16,134,445Interim
      dividend in respect of the current financial year
      declared
                    
                    
                    17,680,106
                    
                    
                    
                    —Final
      dividend in respect of the current financial year
      declared
                    
                    
                    9,675,165
                    
                    
                    
                    —Total
      dividends declared
                    
                    $
                    51,856,496
                    
                    
                    $
                    16,134,445Less:
      dividends allocated to minority interests
                    
                    
                    23,325,052
                    
                    
                    
                    7,257,273$
                    28,531,444
                    
                    
                    $
                    8,877,172Dividend
      paid
                    
                    $
                    42,254,947
                    
                    
                    $
                    16,134,445Less:
      dividends paid to minority interests
                    
                    
                    19,006,275
                    
                    
                    
                    7,257,273$
                    23,248,672
                    
                    
                    $
                    8,877,172
 
 17.
              INCOME
      TAXES
 
 All of
the Group’s income is generated in the PRC.
 
 2008
                    
                    
                    2007USD
                    
                    
                    USDCurrent
      income tax expense
                    
                    $
                    11,869,735
                    
                    
                    $
                    11,421,638
 
 The
Group’s income tax provision in respect of operations in PRC is calculated at
the applicable tax rates on the estimated assessable profits for the year based
on existing legislation, interpretations and practices in respect thereof. The
standard tax rate applicable to the Group changed from 33% to 25%, effective on
January 1, 2008.
 
 A
reconciliation of the expected income tax expense to the actual income tax
expense for the years ended December 31, 2008 and 2007 are as
follows:-
 
 2008
                    
                    
                    2007USD
                    
                    
                    USDIncome before
      tax
                    
                    $
                    47,375,268
                    
                    
                    $
                    35,071,772Expected
      PRC income tax expense at statutorytax rate of 25%
      (2007: 33%)
                    
                    $
                    11,843,817
                    
                    
                    $
                    11,573,684Income
      not subject to tax
                    
                    
                    77,518
                    
                    
                    
                    —Effect
      on exchange rate
                    
                    
                    (51,600
                    )
                    
                    
                    (152,046
                    )Actual
      income tax expense
                    
                    $
                    11,869,735
                    
                    
                    $
                    11,421,638
 
 The PRC
tax system is subject to substantial uncertainties and has been subject to
recently enacted changes, the interpretation and enforcement of which are also
uncertain. There can be no assurance that changes in PRC tax laws or their
interpretation or their application will not subject the Group to substantial
PRC taxes in the future.
 
 No
deferred taxation has been provided as the effect of all temporary differences
is immaterial.
 
 F-21
 
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 18.
              SUNDRY
      INCOME
 
 Sundry
income as of December 31, 2008 and 2007 consists of the following:-
 
 2008
                      
                      
                      2007USD
                      
                      
                      USDLocal
      government subsidy
                      
                      $
                      79,365
                      
                      
                      $
                      —Transferred
      from receipts in advanceand accounts
      payable
                      
                      
                      71,605
                      
                      
                      
                      16,165Others
                      
                      
                      4,717
                      
                      
                      
                      —$
                      155,687
                      
                      
                      $
                      16,165
 
 During
the year of 2008, the Group received a special one time subsidy from local
government amounting to $79,365 as a subsidy for its advance technology in
manufacturing precision steel mill flat-rolled products. This subsidy is not a
continuing nature, it depends on the local government's policy announced within
a valid period.  $71,605 was the waived miscellaneous balance of
receipts in advance and accounts payable. The balance was not refunded or paid
and was agreed by both parties.
 
 19.
              RELATED
      PARTY TRANSACTIONS
 
 In 2004,
the Company’s subsidiary entered into a rental agreement for land use right with
Zhengzhou No.2 Iron and Steel Company Limited, the former owner of the
subsidiary with the period from January 1, 2005 to December 31, 2027. Rental
paid to Zhengzhou No.2 Iron and Steel Company Limited for the years ended
December 31, 2008 and 2007 were $8,781 and $8,016 respectively.
 
 20.
              SIGNIFICANT
      CONCENTRATIONS
 
 Three
customers with sales amount over 5% for the year accounted for 20.79% of net
sales for the year ended December 31, 2008. These major customers with sales
amount over 5% for the year are different from the year 2007.
 
 All of
the Group's suppliers are located in the PRC. Four suppliers represented 86% and
64% of total purchase for the years ended December 31, 2008 and 2007
respectively.
 
 F-22
 
 GOLDEN
GREEN ENTERPRISES LIMITED
 NOTES
TO THE CONSOLIDATED FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008 AND 2007
 (IN
US DOLLARS)
 
 21.
              OPERATING
      LEASE COMMITMENTS
 
 Rental
expense for obligations under operating leases was $23,200 (RMB160,900) for the
year ended December 31, 2008. The total future minimum lease payments under
non-cancellable operating leases in respect of premises as of December 31, 2008
are payable as follows:-
 
 Land use right
                        
                        
                        Reservoir rental
                        
                        
                        TotalUSD
                        
                        
                        USD
                        
                        
                        USDDecember
      312009
                        
                        $
                        8,781
                        
                        
                        $
                        14,419
                        
                        
                        $
                        23,2002010
                        
                        
                        9,660
                        
                        
                        
                        14,419
                        
                        
                        
                        24,0792011
                        
                        
                        10,626
                        
                        
                        
                        14,419
                        
                        
                        
                        25,0452012
                        
                        
                        11,688
                        
                        
                        
                        14,419
                        
                        
                        
                        26,1072013
                        
                        
                        12,857
                        
                        
                        
                        14,419
                        
                        
                        
                        27,276Over
      five years
                        
                        
                        395,637
                        
                        
                        
                        72,095
                        
                        
                        
                        467,732$
                        449,249
                        
                        
                        $
                        144,190
                        
                        
                        $
                        593,439
 
 Land use
right is granted by Zhengzhou No.2 Iron and Steel Company Limited, who sub-lets
a part of its land with 27,066 m2 to the
Group for use. The rental period is from January 1, 2005 to December 31,
2027.  Annual rental paid for the land use right was $8,781
(RMB60,900) for the period of January 1, 2005 to December 31, 2009. The rental
payment will increase by 10% annually from 2010 onwards.
 
 22.
              SUBSEQUENT
      EVENT
 
 On March
17, 2009, the Company consummated a merger with China Opportunity Acquisition
Corp. (“COAC”).  Under the terms of the merger agreement, the Company
is the surviving entity and registered its shares pursuant to a registration
statement filed with the U.S. Securities and Exchange
Commission.  Accordingly, after the merger, the former shareholders of
COAC own approximately 6.5% of the Company’s ordinary shares.




F-23




HENAN
GREEN COMPLEX MATERIALS CO., LTD
 REPORT
AND FINANCIAL STATEMENTS
 FOR
THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
  CONTENTS
  PagesReport
      of Independent Registered Public Accounting Firm
              
              F-25Balance
      Sheets
              
              F-26Statements
      of Income
              
              F-27Statements
      of Changes in Stockholder's Equity
              
              F-28Statements
      of Cash Flows
              
              F-29
      – F-30Notes
      to the Financial Statements
              
              F-31
      – F-45




F-24




REPORT
OF INDEPENDENT REGISTERED
 PUBLIC
ACCOUNTING FIRM
 
 TO
THE BOARD OF DIRECTORS AND STOCKHOLDERS OF
 HENAN
GREEN COMPLEX  MATERIALS CO., LTD
 
 We have
audited the accompanying balance sheets of Henan Green Complex Materials Co.,
Ltd (the “Company”) as of December 31, 2008, 2007 and 2006, and the related
statements of income, stockholder’s equity, and cash flows for each of the years
in the three years ended. Henan Green Complex Materials Co., Ltd’s management is
responsible for these financial statements.  Our responsibility is to
express an opinion on these financial statements based on our
audits.
 
 We conducted our audits in accordance
with the auditing standards of the Public Company Accounting Oversight Board
(United States).  Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. The Company is not required to have, nor are we
engaged to perform, an audit of its internal control over financial
reporting.Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Henan Green Complex Materials Co.,
Ltd as of December 31, 2008, 2007 and 2006, and the results of its operations
and its cash flows for each of the years in the three years ended December 31,
2008, 2007 and 2006, in conformity with accounting principles generally accepted
in the United States of America.
 
 /s/ UHY
VOCATION HK CPA LIMITED
 
 Hong
Kong, the People’s Republic of China,
 July 13,
2009
 
 F-25
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 BALANCE
SHEETS
 (IN
US DOLLARS)
 
 December 31
                                              
                                              
                                              December 31
                                              
                                              
                                              December 312008
                                              
                                              
                                              2007
                                              
                                              
                                              2006AssetsCurrent
      assetsCash
                                              
                                              $
                                              42,622,404
                                              
                                              
                                              $
                                              218,351
                                              
                                              
                                              
                                              804,160Restricted
      cash
                                              
                                              
                                              24,712,349
                                              
                                              
                                              
                                              19,226,551
                                              
                                              
                                              
                                              27,562,435Accounts
      receivable
                                              
                                              
                                              10,304,724
                                              
                                              
                                              
                                              10,176,454
                                              
                                              
                                              
                                              5,738,889Inventories
                                              
                                              
                                              3,554,313
                                              
                                              
                                              
                                              8,660,623
                                              
                                              
                                              
                                              8,511,003Due
      from former owners
                                              
                                              
                                              —
                                              
                                              
                                              
                                              25,126,394
                                              
                                              
                                              
                                              17,922,725Prepayments
      and other deposits
                                              
                                              
                                              11,558,937
                                              
                                              
                                              
                                              10,609,492
                                              
                                              
                                              
                                              8,126,524Other
      receivables
                                              
                                              
                                              1,265,797
                                              
                                              
                                              
                                              635,418
                                              
                                              
                                              
                                              156,544Total
      current assets
                                              
                                              
                                              94,018,524
                                              
                                              
                                              
                                              74,653,283
                                              
                                              
                                              
                                              68,822,280Non-current
      assetsProperty,
      plant and equipment, net
                                              
                                              
                                              19,941,521
                                              
                                              
                                              
                                              15,816,962
                                              
                                              
                                              
                                              15,679,581Land
      use right, net
                                              
                                              
                                              1,416,220
                                              
                                              
                                              
                                              1,346,895
                                              
                                              
                                              
                                              1,280,562Total
      non-current assets
                                              
                                              
                                              21,357,741
                                              
                                              
                                              
                                              17,163,857
                                              
                                              
                                              
                                              16,960,143Total
      assets
                                              
                                              $
                                              115,376,265
                                              
                                              
                                              $
                                              91,817,140
                                              
                                              
                                              
                                              85,782,423Liabilities
      and stockholder’sh equityCurrent
      liabilitiesAccounts
      payable
                                              
                                              $
                                              5,339,350
                                              
                                              
                                              $
                                              5,886,523
                                              
                                              
                                              
                                              5,963,252Notes
      payable
                                              
                                              
                                              26,910,956
                                              
                                              
                                              
                                              20,480,903
                                              
                                              
                                              
                                              35,487,756Short
      term loans
                                              
                                              
                                              30,677,903
                                              
                                              
                                              
                                              17,355,303
                                              
                                              
                                              
                                              8,149,562Income
      tax payable
                                              
                                              
                                              2,188,677
                                              
                                              
                                              
                                              2,596,687
                                              
                                              
                                              
                                              1,948,657Customers
      deposits
                                              
                                              
                                              17,484,708
                                              
                                              
                                              
                                              8,448,965
                                              
                                              
                                              
                                              5,302,748Accrued
      liabilities and other payables
                                              
                                              
                                              6,294,406
                                              
                                              
                                              
                                              5,289,171
                                              
                                              
                                              
                                              5,806,175Dividend
      payable
                                              
                                              
                                              9,601,549
                                              
                                              
                                              
                                              —
                                              
                                              
                                              
                                              —Due
      to former owners
                                              
                                              
                                              —
                                              
                                              
                                              
                                              61,688
                                              
                                              
                                              
                                              1,22,371Total
      current liabilities
                                              
                                              
                                              98,497,549
                                              
                                              
                                              
                                              60,119,240
                                              
                                              
                                              
                                              62,780,521Non-current
      liabilitiesLand
      use right payable, net
                                              
                                              
                                              28,521
                                              
                                              
                                              
                                              154,125
                                              
                                              
                                              
                                              458,590Total
      non-current liabilities
                                              
                                              
                                              28,521
                                              
                                              
                                              
                                              154,125
                                              
                                              
                                              
                                              458,590Total
      liabilities
                                              
                                              
                                              98,526,070
                                              
                                              
                                              
                                              60,273,365
                                              
                                              
                                              
                                              63,239,111Stockholder's
      equityRegistered
      capital
                                              
                                              
                                              3,335,043
                                              
                                              
                                              
                                              3,335,043
                                              
                                              
                                              
                                              3,335,043Retained
      earnings
                                              
                                              
                                              9,935,041
                                              
                                              
                                              
                                              26,286,004
                                              
                                              
                                              
                                              18,770,315Accumulated
      other comprehensive income
                                              
                                              
                                              3,580,111
                                              
                                              
                                              
                                              1,922,728
                                              
                                              
                                              
                                              437,954Total
      stockholder's equity
                                              
                                              
                                              16,850,195
                                              
                                              
                                              
                                              31,543,775
                                              
                                              
                                              
                                              22,543,312Total
      liabilities and stockholder's equity
                                              
                                              $
                                              115,376,265
                                              
                                              
                                              $
                                              91,817,140
                                              
                                              
                                              $
                                              85,782,423
 
 See notes
to financial statements.
 
 F-26
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 STATEMENTS
OF INCOME
 (IN
US DOLLARS)
 
 For the year ended December 312008
                        
                        
                        2007
                        
                        
                        2006Revenue
                        
                        $
                        196,264,731
                        
                        
                        $
                        139,649,209
                        
                        
                        $
                        99,016,829Cost
      of revenue
                        
                        
                        (142,407,995
                        )
                        
                        
                        (100,577,079
                        )
                        
                        
                        (72,653,972
                        )Gross
      profit
                        
                        
                        53,856,736
                        
                        
                        
                        39,072,130
                        
                        
                        
                        26,362,857General
      and administrative expenses
                        
                        
                        (3,431,745
                        )
                        
                        
                        (2,766,623
                        )
                        
                        
                        (1,998,972
                        )Selling
      and marketing expenses
                        
                        
                        (831,108
                        )
                        
                        
                        (534,468
                        )
                        
                        
                        (470,706
                        )Total
      operating expenses
                        
                        
                        (4,262,853
                        )
                        
                        
                        (3,301,091
                        )
                        
                        
                        (2,469,678
                        )Operating
      income
                        
                        
                        49,593,883
                        
                        
                        
                        35,771,039
                        
                        
                        
                        23,893,179Other
      income and (expense)Interest
      income
                        
                        
                        1,395,121
                        
                        
                        
                        1,432,019
                        
                        
                        
                        1,068,434Interest
      expenses
                        
                        
                        (3,769,423
                        )
                        
                        
                        (2,147,451
                        )
                        
                        
                        (1,312,256
                        )Sundry
      income
                        
                        
                        155,687
                        
                        
                        
                        16,165
                        
                        
                        
                        12Income
      before income taxes
                        
                        
                        47,375,268
                        
                        
                        
                        35,071,772
                        
                        
                        
                        23,649,369Income
      tax expense
                        
                        
                        (11,869,735
                        )
                        
                        
                        (11,421,638
                        )
                        
                        
                        (7,770,317
                        )Net
      income
                        
                        $
                        35,505,533
                        
                        
                        $
                        23,650,134
                        
                        
                        $
                        15,879,052
  See notes
to financial statements.
 
 F-27
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 STATEMENTS
OF CHANGES IN STOCKHOLDER'S EQUITY
 (IN
US DOLLARS)
 
 Accumulated Other
                      
                      
                      
                      
                      
                      TotalRegistered
                      
                      
                      Comprehensive
                      
                      
                      Retained
                      
                      
                      Stockholder'sCapital
                      
                      
                      Income
                      
                      
                      Earnings
                      
                      
                      EquityBalance,
      December 31, 2005
                      
                      $
                      3,335,043
                      
                      
                      $
                      (46,683
                      )
                      
                      $
                      10,355,341
                      
                      
                      $
                      13,643,701Net
      income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      15,879,052
                      
                      
                      
                      15,879,052Foreign
      currency translation
                      
                      
                      
                      
                      
                      
                      484,637
                      
                      
                      
                      
                      
                      
                      
                      484,637Dividend
      declared
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (7,464,078
                      )
                      
                      
                      (7,464,078
                      )Balance,
      December 31, 2006
                      
                      
                      3,335,043
                      
                      
                      
                      437,954
                      
                      
                      
                      18,770,315
                      
                      
                      
                      22,543,312Net
      income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      23,650,134
                      
                      
                      
                      23,650,134Foreign
      currency translation
                      
                      
                      
                      
                      
                      
                      1,484,774
                      
                      
                      
                      
                      
                      
                      
                      1,484,774Dividend
      declared
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (16,134,445
                      )
                      
                      
                      (16,134,445
                      )Balance,
      December 31, 2007
                      
                      
                      3,335,043
                      
                      
                      
                      1,922,728
                      
                      
                      
                      26,286,004
                      
                      
                      
                      31,543,775Net
      income
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      35,505,533
                      
                      
                      
                      35,505,533Foreign
      currency translation
                      
                      
                      
                      
                      
                      
                      1,657,383
                      
                      
                      
                      
                      
                      
                      
                      1,657,383Dividend
      declared
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      
                      (51,856,496
                      )
                      
                      
                      (51,856,496
                      )Balance,
      December 31, 2008
                      
                      $
                      3,335,043
                      
                      
                      $
                      3,580,111
                      
                      
                      $
                      9,935,041
                      
                      
                      $
                      16,850,195
 
 See notes
to financial statements.
 
 F-28
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 STATEMENTS
OF CASH FLOWS
 (IN
US DOLLARS)
 
 For the year ended December 312008
                                                                  
                                                                  
                                                                  2007
                                                                  
                                                                  
                                                                  2006Cash
      flows from operating activities:Net
      income
                                                                  
                                                                  $
                                                                  35,505,533
                                                                  
                                                                  
                                                                  $
                                                                  23,650,134
                                                                  
                                                                  
                                                                  $
                                                                  15,879,052Adjustments to reconcile net
      income to net cash
      provided by/(used in) operating activities:Depreciation
      of property, plant and equipment
                                                                  
                                                                  
                                                                  2,447,626
                                                                  
                                                                  
                                                                  
                                                                  2,156,130
                                                                  
                                                                  
                                                                  
                                                                  1,815,676Amortization
      of land use right
                                                                  
                                                                  
                                                                  30,280
                                                                  
                                                                  
                                                                  
                                                                  27,641
                                                                  
                                                                  
                                                                  
                                                                  26,388Gain
      on disposal of property, plant and equipment
                                                                  
                                                                  
                                                                  —
                                                                  
                                                                  
                                                                  
                                                                  (16,133
                                                                  )
                                                                  
                                                                  
                                                                  —Changes
      in assets and liabilities:Accounts
      receivable
                                                                  
                                                                  
                                                                  (128,270
                                                                  )
                                                                  
                                                                  
                                                                  (4,400,574
                                                                  )
                                                                  
                                                                  
                                                                  (4,933,521
                                                                  )Inventories
                                                                  
                                                                  
                                                                  5,106,310
                                                                  
                                                                  
                                                                  
                                                                  (149,620
                                                                  )
                                                                  
                                                                  
                                                                  (2,228,217
                                                                  )Prepayments
      and other deposits
                                                                  
                                                                  
                                                                  (949,445
                                                                  )
                                                                  
                                                                  
                                                                  (2,482,968
                                                                  )
                                                                  
                                                                  
                                                                  (450,784
                                                                  )Other
      receivables
                                                                  
                                                                  
                                                                  (630,379
                                                                  )
                                                                  
                                                                  
                                                                  (478,874
                                                                  )
                                                                  
                                                                  
                                                                  129,314Accounts
      payable
                                                                  
                                                                  
                                                                  (547,173
                                                                  )
                                                                  
                                                                  
                                                                  (76,729
                                                                  )
                                                                  
                                                                  
                                                                  (673,911
                                                                  )Income
      tax payable
                                                                  
                                                                  
                                                                  (408,010
                                                                  )
                                                                  
                                                                  
                                                                  648,030
                                                                  
                                                                  
                                                                  
                                                                  979,876Customers
      deposit
                                                                  
                                                                  
                                                                  9,035,743
                                                                  
                                                                  
                                                                  
                                                                  3,146,217
                                                                  
                                                                  
                                                                  
                                                                  2,298,352Accrued
      liabilities and other payables
                                                                  
                                                                  
                                                                  1,005,235
                                                                  
                                                                  
                                                                  
                                                                  (517,004
                                                                  )
                                                                  
                                                                  
                                                                  4,562,754Net
      cash provided by operating activities
                                                                  
                                                                  
                                                                  50,467,450
                                                                  
                                                                  
                                                                  
                                                                  21,506,250
                                                                  
                                                                  
                                                                  
                                                                  17,404,979Cash
      flows from investing activities:Capital
      expenditures for addition of property, plant and equipment
                                                                  
                                                                  
                                                                  (6,572,185
                                                                  )
                                                                  
                                                                  
                                                                  (2,277,378
                                                                  )
                                                                  
                                                                  
                                                                  (4,083,230
                                                                  )Change
      in restricted cash
                                                                  
                                                                  
                                                                  (5,485,798
                                                                  )
                                                                  
                                                                  
                                                                  8,335,884
                                                                  
                                                                  
                                                                  
                                                                  21,260,491Proceeds
      from/(to) former owners
                                                                  
                                                                  
                                                                  25,126,394
                                                                  
                                                                  
                                                                  
                                                                  (7,203,669
                                                                  )
                                                                  
                                                                  
                                                                  (11,209,137
                                                                  )Net
      cash provided by (used in) investing activities
                                                                  
                                                                  
                                                                  13,068,411
                                                                  
                                                                  
                                                                  
                                                                  (1,145,163
                                                                  )
                                                                  
                                                                  
                                                                  5,968,124
 
 F-29
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 STATEMENTS
OF CASH FLOWS (.../Cont'd)
 (IN
US DOLLARS)
 
 For the year ended December 312008
                      
                      
                      2007
                      
                      
                      2006Cash
      flows from financing activities:Repayment
      of term loans
                      
                      
                      (26,662,742
                      )
                      
                      
                      (5,887,615
                      )
                      
                      
                      (4,404,828
                      )Proceeds
      from term loans
                      
                      
                      39,985,342
                      
                      
                      
                      15,093,356
                      
                      
                      
                      10,584,179Proceeds
      from notes payable
                      
                      
                      6,430,053
                      
                      
                      
                      (15,006,853
                      )
                      
                      
                      (22,009,057
                      )Dividend
      paid
                      
                      
                      (42,254,947
                      )
                      
                      
                      (16,134,445
                      )
                      
                      
                      (7,464,078
                      )Land
      use right payable
                      
                      
                      (125,604
                      )
                      
                      
                      (304,465
                      )
                      
                      
                      (59,226
                      )Due
      to former owners
                      
                      
                      (61,688
                      )
                      
                      
                      (60,683
                      )
                      
                      
                      (90,047
                      )Net
      cash provided by/(used in) financing activities
                      
                      
                      (22,689,586
                      )
                      
                      
                      (22,300,705
                      )
                      
                      
                      (23,443,057
                      )Net
      increase/(decrease) in cash
                      
                      
                      40,846,275
                      
                      
                      
                      (1,939,618
                      )
                      
                      
                      (69,954
                      )Effect
      on change of exchange rates
                      
                      
                      1,557,778
                      
                      
                      
                      1,353,809
                      
                      
                      
                      396,404Cash
      as of January 1
                      
                      
                      218,351
                      
                      
                      
                      804,160
                      
                      
                      
                      477,710Cash
      as of December 31
                      
                      $
                      42,622,404
                      
                      
                      $
                      218,351
                      
                      
                      $
                      804,160Supplemental
      disclosures of cashflow and non-cash information:Cash
      paid during the year:Interest
      paid
                      
                      $
                      3,769,423
                      
                      
                      $
                      2,147,451
                      
                      
                      $
                      1,312,256Income
      tax paid
                      
                      $
                      12,277,745
                      
                      
                      $
                      10,930,112
                      
                      
                      $
                      6,841,773Non
      - cash item:Transfer
      of prepayments and other deposits to property, plant and
      equipment
                      
                      $
                      2,288,337
                      
                      
                      $
                      —
                      
                      
                      $
                      —
 
 See notes
to financial statements.
 
 F-30
  HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
  1.
              DESCRIPTION
      OF BUSINESS AND ORGANIZATION
 
 Henan
Green Complex Materials Co., Ltd (the "Company") is a China-based company that
processes and sells steel mill flat-rolled products which are extensively used
in the manufacturing industry throughout mainland China.  The Company
conducts business directly with its customers in the People's Republic of China
(PRC).
 
 The
Company was incorporated on December 31, 2000 with total registered capital
Renminbi 26,000,000. Zhengzhou No.2 Iron and Steel Company Limited contributed
fixed assets of Renminbi 20,000,000 holding 76.93% of the total ownership. Other
owners, Lu Baiwang held 11.54%, Yue Tiansui held 3.85%, Bai Zhensheng held
1.92%, Ren Shouze held 1.92%, Jiao Dahong held 1.92% and Li Xinhong held
1.92%.
 
 In
February 2005, Jiao Dahong and Li Xinhong sold their ownership to Lu Yi and
Zhang Qihong. All other owner’s ownership remains unchanged.
 
 In
December 2006, Zhengzhou No.2 Iron and Steel Company Limited sold all of its
ownership, Lu Baiwang and Yue Tiansui sold part of their ownership. Lu Mingwang
became the principal owner holding 40% of the total ownership. Other owners, Ren
Shouze held 10%, Lu Baiwang held 9.53%, Liu Bingshen held 7.41%, Chen Zheyu held
7.26%, Zhang Shuiping held 6.95%, Lu Yi held 5.49%, Zhang Qihong held 3.57%, Bai
Zhensheng held 3.4%, Yue Tiansui held 3%, Miao Yanchao held 1.7%, Qu Liyong held
1.19% and Xu Maotong held 0.5%.
 
 On August
7, 2008, the Company changed from a joint stock company to a company with
limited liability.  Wealth Rainbow Development Limited ("Wealth
Rainbow") was formed on March 1, 2007 by Lu's family as the Company. On October
21, 2008, the Company became a wholly foreign owned enterprise. When all of the
shares of the Company were acquired by Wealth Rainbow pursuant to the transfer
agreement. Subsequent to the share transfer, Wealth Rainbow becomes the sole
shareholder of the Company. The principal activity of  Wealth Rainbow
is to hold its interest in Henan Green.
 
 Golden
Green Enterprises Limited ("Golden Green") was established in the British Virgin
Islands ("BVI") on March 11, 2008 as a limited liability company, the
shareholder is Ms. Lu Yuying.  Wealth Rainbow entered into an
agreement with Golden Green in which all of the shares of Wealth Rainbow were
transferred to Golden Green on November 28, 2008 in exchange for all the shares
of Golden Green.  The principal activity of Golden Green is investment
holding.  Golden Green owns 100% equity interests directly and
indirectly, in its subsidiaries, Wealth Rainbow and Henan Green Complex
Materials Co., Ltd.
 
 Golden
Green and its subsidiary, Wealth Rainbow, did not have any significant
operations during the period of 2008.  These financial statements only
reflected the operations of Henan Green Complex Materials Co., Ltd for the years
ended December 31, 2008, 2007 and 2006.
 
 F-31
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
  2.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
    POLICIES
 
 (a)
              Basis
      of presentation
 
 The
Company's financial statements have been prepared in accordance with generally
accepted accounting principles in the United States of America ("US GAAP")
..  The preparation of the financial statements in accordance with US
GAAP requires management of the Company to make a number of estimates and
assumptions relating to the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the years.
Significant items subject to such estimates and assumptions include the
recoverability of the carrying amount and the estimated useful lives of
long-lived assets; valuation allowances for receivables, realizable values for
inventories. Actual results could differ from those estimates.
 
 (b)
              Foreign
      currency translation
 
 Assets
and liabilities of foreign operation are translated at the rate of exchange in
effect on the balance sheet date; income and expenses are translated at the
average rate of exchange prevailing during the year. The year-end rates for
December 31, 2008, 2007 and 2006 of Renminbi to one US dollar were 6.8225,
7.2946 and 7.8041 respectively; average rates for the year-end December 31,
2008, 2007 and 2006 were 6.9351, 7.5973 and 7.9579 respectively. The related
translation adjustments are reflected in "Accumulated other comprehensive
income" in the stockholder's equity section of the balance sheet. As of December
31, 2008, 2007 and 2006, the accumulated foreign currency translation gain was
$3,580,111, $1,922,728 and $437,954 respectively. Foreign currency gains and
losses resulting from transactions are included in earnings.
 
 (c)
              Cash
 
 Cash
represents cash in bank and cash on hand.
 
 The
Company considers all highly liquid investments with original maturities of
three months or less to be cash.  The Company maintains bank accounts
in the PRC.
 
 (d)
              Accounts
      receivable
 
 Accounts
receivable are recorded at the invoiced amount, net of allowances for doubtful
accounts sales returns and trade discounts.  The allowance for
doubtful accounts is the Company's best estimate of the amount of probable
credit losses in the Company's existing accounts
receivable.  Management determines the allowance based on historical
write-off experience, customer specific facts and economic
conditions.  The Company has historically been able to collect all of
its receivable balances, and accordingly, 2% allowance has been provided for
doubtful accounts.
 
 Outstanding
account balances are reviewed individually for collectibles. Account balances
are charged off against the allowance after all means of collection have been
exhausted and the potential for recovery is considered remote. The Company does
not have any off-balance-sheet credit exposure to its customers.
 
 F-32
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
  2.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES  (.../Cont'd)
 
 (e)
              Inventories
 
 Inventories
are stated at the lower of cost or market and consist primarily of flat rolled
steel.  Cost is determined using the weighted average cost
method.  In the case of work in process and finished goods comprise of
direct materials, direct labor and an appropriate proportion
of  overheads.
 
 (f)
              Property,
      plant and equipment
 
 Property,
plant and equipment are recorded at cost less accumulated
depreciation.  Expenditures for major additions and betterments are
capitalized.  Maintenance and repairs are charged to general and
administrative expenses as incurred. Depreciation of property, plant and
equipment is computed by the straight-line method over the assets estimated
useful lives ranging from five to fifty years. Building improvements, if any,
are amortized on a straight-line basis over the estimated useful
life.
 
 Upon sale
or retirement of property, plant and equipment, the related cost and accumulated
depreciation are removed from the accounts and any gain or loss is reflected in
operations.
 
 Construction
in progress represents the costs of property, plant and equipment under
construction or installation. Depreciation commences when the asset is placed in
service. The accumulated costs are reclassified as property, plant and equipment
when installation or construction is completed. Government subsidies received
reduce the cost of construction.
 
 The
estimated useful lives of the assets are as follows:
 
 YearsLand
      use right
                    
                    
                    50Leasehold
      land improvement
                    
                    
                    46.5Buildings
                    
                    
                    10
      - 20Machinery
      and equipment
                    
                    
                    5 -
      20Vehicles
                    
                    
                    5Furniture
      fixtures and office equipment
                    
                    
                    5
 
 Expenditures
for repairs and maintenance, which do not extend the useful life of the assets,
are expensed as incurred.
 
 (g)
              Land
      use right
 
 Land use
right is recorded at cost less accumulated amortization. Under Statement of
Financial Accounting Standards (SFAS) No. 142, " Goodwill and Other Intangible
Assets", land use right is classified as definite lived intangible asset and
amortized over its useful life.  According to the laws of the PRC, the
government owns all of the land in the PRC. Companies or individuals are
authorized to possess and use the land only through land use rights granted by
the PRC government.  Land use right is amortized using the
straight-line method over the lease term of 50 years.
  F-33
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
  2.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES  (.../Cont'd)
 
 (h)
              Impairment
      of long-lived assets
 
 Long-lived
assets, including property, plant and equipment are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to the estimated
undiscounted future cash flows expected to be generated by the asset. If the
carrying amount of an asset exceeds its estimated future cash flows, an
impairment charge is recognized by the amount by which the carrying amount of
the asset exceeds the fair value of the asset.
 
 Assets to
be disposed of are separately presented in the balance sheet and reported at the
lower of the carrying amount or fair value less costs to sell, and are no longer
depreciated. The assets and liabilities of a disposed group classified as held
for sale are presented separately in the appropriate asset and liability
sections of the balance sheet.
 
 No
impairment was recognized as at December 31, 2008, 2007 and 2006.
 
 (i)
              Fair
      Value Accounting
 
 Statement
of Financial Accounting Standards (SFAS) No. 157, "Fair Value Measurements",
defines fair value, establishes a framework for measuring fair value under
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 emphasizes that fair value is a market-based
measurement, not an entity-specific measurement, and states that a fair value
measurement should be determined based on assumptions that market participants
would use in pricing an asset or a liability. In February 2008, the FASB issued
FASB Staff Position No. FAS 157-2 ("FSP 157-2") "Effective Date of FASB
Statement No. 157", which amended SFAS 157 to defer the effective date of SFAS
157 for non-financial assets and non-financial liabilities, except for items
that are recognized or disclosed at fair value in the financial statements on a
recurring basis, at least annually, including goodwill and trademarks. In
accordance with FSP 157-2, the Company will delay application of SFAS 157 for
non-financial assets and non-financial liabilities, until January 1, 2009. The
application of SFAS 157 in situations where that market for a financial asset is
not active was clarified by the issuance of Financial Accounting Standards Board
Staff Position 157-3. "Determining the Fair Value of a Financial Asset When the
Market for That Asset Is Not Active" ("FSP 157-3") in October 2008. FSP 157-3
became effective immediately and did not significantly impact the methods by
which the Company determines the fair values of its financial
assets.
 
 (j)
              Revenue
      recognition
 
 The
Company generates revenue primarily from sales of steel mill flat-rolled
products.
 
 Revenue
is recognized when products have been delivered to the buyer and title and risk
of ownership has passed to the buyer, the sales price is fixed and determinable
and collectibility is reasonably assured.
 
 In the
PRC, value added tax (“VAT”) of 17% on the invoice amount is collected in
respect of the sales of goods on behalf of tax authorities. The VAT collected is
not revenue of the Company; instead, the amount is recorded as a liability on
the balance sheet until such VAT is paid to the authorities.
  F-34
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
  2.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES  (.../Cont'd)
 
 (k)
              Income
      taxes
 
 The
Company accounts for income taxes under Financial Accounting Standards Board
(FASB) No. 109, "Accounting for Income Taxes". Deferred income tax assets and
liabilities are determined based upon differences between the financial
reporting and tax bases of assets and liabilities and are measured using the
enacted tax rates and laws that will be effective when the differences are
expected to reverse.
 
 Deferred
tax assets are reduced by a valuation allowance to the extent management
concludes it is more likely than not that the assets will not be
realized.  Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled.  The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in the statements of income in the period that
includes the enactment date.
 
 Management
has elected to defer the application of FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes, in accordance with FASB Staff Position No.
48-3, "Effective Date of FASB Interpretation No. 48 for Certain Nonpublic
Companies". The Company will continue to evaluate uncertain tax positions in
accordance with FASB Statement No. 5 "Accounting for Contingencies". Under that
Statement, if it is probable that an uncertain tax position will result in a
material liability and the amount of the liability can be estimated, then the
estimated liability is accrued. As of December 31, 2008, 2007 and 2006, there
were no amounts that had been accrued with respect to uncertain tax
positions.
 
 (l)
              Comprehensive
      income
 
 The
Company has adopted Statement of Financial Accounting Standards (SFAS) No. 130,
"Reporting Comprehensive Income".  This statement establishes rules
for the reporting of comprehensive income and its
components.  Comprehensive income consists of net income and foreign
currency translation adjustments.
 
 Comprehensive
income consists of the following for the years ending December, 31:
 
 2008
                                
                                
                                2007
                                
                                
                                2006USD
                                
                                
                                USD
                                
                                
                                USDNet
      income
                                
                                $
                                35,505,533
                                
                                
                                $
                                23,650,134
                                
                                
                                $
                                15,879,052Other
      comprehensive income-
      Foreign currency translation adjustments
                                
                                
                                1,657,383
                                
                                
                                
                                1,484,774
                                
                                
                                
                                484,637Total
      comprehensive income
                                
                                $
                                37,162,916
                                
                                
                                $
                                25,134,908
                                
                                
                                $
                                16,363,689
 
 F-35
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
  2.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES  (.../Cont'd)
 
 (m)
              Commitments
      and contingencies
 
 In the
normal course of business, the Company is subject to contingencies, including
legal proceedings and claims arising out of the normal course of businesses that
relate to a wide range of matters, including among others, product liability.
The Company records accruals for such contingencies based upon the assessment of
the probability of occurrence and, where determinable, an estimate of the
liability. Management may consider many factors in making these assessments
including past history, scientific evidence and the specifics of each matter. As
management has not become aware of any product liability claims arising from any
incident over the year, the Company has not recognized a liability for product
liability claims.
 
 (n)
              Segment
      information
 
 Statement
of Financial Accounting Standards (SFAS) No. 131, "Disclosure About Segments of
an Enterprise and Related Information" establishes standards for reporting
information on operating segments in interim and annual financial
statements.  The Company has only one segment, all of the Company's
operations and customers are in the PRC and all income are derived from the
sales of steel mill flat-rolled products. Accordingly, no geographic information
is presented.
 
 (o)
              Recently
      issued accounting standards
 
 In April
2008, the Financial Accounting Standards Board (FASB) issued FASB Staff Position
No. 142-3  ("FSP 142-3") "Determination of the Useful Life of
Intangible Assets." FSP 142-3 amends the factors that should be considered in
developing renewal or extension assumptions used to determine the useful life of
a recognized intangible asset under FAS 142, "Goodwill and Other Intangible
Assets," to include an entity's historical experience in renewing or extending
similar arrangements, adjusted for entity-specific factors, even when there is
likely to be "substantial cost or material modifications." FSP FAS 142-3 states
that in the absence of historical experience an entity should use assumptions
that market participants would make regarding renewals or extensions, adjusted
for entity-specific factors. The guidance for determining the useful life of
intangible assets included in this FSP will be applied prospectively to
intangible assets acquired after the effective date of January 1, 2009. The
Company does not expect FSP 142-3 to have a material impact on our financial
statements.
 
 In May
2008, the Financial Accounting Standards Board (FASB) issued Financial
Accounting Standard No. 162 ("FAS 162"), “The Hierarchy of Generally Accepted
Accounting Principles”. Under FAS 162, the GAAP hierarchy will now reside in the
accounting literature established by the Financial Accounting Standards Board.
FAS 162 identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements in
conformity with GAAP. FAS 162 is effective 60 days following the SEC’s approval
of the Public Company Accounting Oversight Board Auditing amendments to AU
Section 411, "The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles." FAS 162 will not impact the Company's financial
statements.
  F-36
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
  2.
              BASIS
      OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
      POLICIES  (.../Cont'd)
 
 (o)
              Recently
      issued accounting standards
(.../Cont'd)
 
 In
December 2008, the Financial Accounting Standards Board (FASB) issued Financial
Staff Position  No. 132(R)-1 ("FSP No. 132(R)-1"), "Employers’
Disclosures about Postretirement Benefit Plan Assets,". FSP No. 132(R)-1 amends
the Financial Accounting Standards Board (FASB) No. 132 to provide guidance on
an employer’s disclosures about plan assets of a defined benefit pension or
other postretirement plan. The additional disclosures required focus on
disclosures of fair value by category of plan assets. This Financial Staff
Position is effective for fiscal years ending after December 15, 2009. The
Company does not expect a material impact on its financial statements when these
additional provisions are adopted.
 
 Management
does not believe that any recently issued, but not yet effective accounting
pronouncements, if adopted, would have a material effect on the accompanying
financial statements.
  3.
                CASH
 
 Cash
represents cash in bank and cash on hand.  Cash as of December 31,
2008, 2007 and 2006 consist of the following:
 
 2008
                      
                      
                      2007
                      
                      
                      2006USD
                      
                      
                      USD
                      
                      
                      USDBank
      balances and cash
                      
                      $
                      67,334,753
                      
                      
                      $
                      19,444,902
                      
                      
                      $
                      28,366,595Less:
      Restricted cash
                      
                      
                      (24,712,349
                      )
                      
                      
                      (19,226,551
                      )
                      
                      
                      (27,562,435
                      )$
                      42,622,404
                      
                      
                      $
                      218,351
                      
                      
                      $
                      804,160
 
 Renminbi
is not a freely convertible currency and the remittance of funds out of the PRC
is subject to the exchange restrictions imposed by the PRC
government.
 
 As at
December 31, 2008, 2007 and 2006, the Company's cash of approximately
$24,712,349, $19,226,551 and $27,562,435, were restricted  and
deposited in certain banks as guarantee deposits for the benefit of issuance of
notes payable granted by the banks.
 
 The
restricted cash guaranteed $26,910,956, $20,480,903 and $35,487,756 of notes
payable for the years ended December 31, 2008, 2007 and 2006,
respectively.  It can only be released at the expiration date of
corresponding notes payable.
  4.
              ACCOUNTS
      RECEIVABLE
 
 The
Company performs ongoing credit evaluations of its customers' financial
conditions. The Company generally encourages its customers to use its products
and settle the outstanding balance within credit terms. As of December 31 2008,
2007 and 2006, the provision on accumulated allowance for doubtful accounts was
$126,790, $86,384 and $44,733 respectively.
  F-37
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
 
 5.
              INVENTORIES
 
 Inventories as of  December
31, 2008, 2007 and 2006 consist of the following:
 
 2008
                          
                          
                          2007
                          
                          
                          2006USD
                          
                          
                          USD
                          
                          
                          USDRaw
      materials
                          
                          $
                          936,280
                          
                          
                          $
                          4,763,939
                          
                          
                          $
                          3,295,859Work-in-process
                          
                          
                          1,378,067
                          
                          
                          
                          1,310,691
                          
                          
                          
                          2,610,004Finished
      goods
                          
                          
                          1,239,966
                          
                          
                          
                          2,585,993
                          
                          
                          
                          2,605,140$
                          3,554,313
                          
                          
                          $
                          8,660,623
                          
                          
                          $
                          8,511,003
 
 6.
              DUE
      FROM/(TO) FORMER OWNERS
 
 Amounts
due from/(to) former owners are unsecured, non-interest bearing and with no
fixed repayment terms. As at December 31, 2008, the balance of due from/(to)
former owners  was zero as amounts were fully settled in the fourth
quarter of 2008.
 
 7.
              PREPAYMENTS
      AND OTHER DEPOSITS
 
 Prepayments and other deposits as of
December 31, 2008, 2007 and 2006 consist of the following:
 
 2008
                        
                        
                        2007
                        
                        
                        2006USD
                        
                        
                        USD
                        
                        
                        USDPrepaid
      purchases
                        
                        $
                        10,896,840
                        
                        
                        $
                        10,609,492
                        
                        
                        $
                        8,126,524Prepaid
      machinery deposit
                        
                        
                        637,882
                        
                        
                        
                        —
                        
                        
                        
                        —Prepaid
      general expenses
                        
                        
                        24,215
                        
                        
                        
                        —
                        
                        
                        
                        —$
                        11,558,937
                        
                        
                        $
                        10,609,492
                        
                        
                        $
                        8,126,524
 
 Prepaid purchases represent amounts
prepaid for the purchases of raw materials and accessories to
suppliers.
 
 8.
              OTHER
      RECEIVABLES
 
 Other receivables as of December 31,
2008, 2007 and 2006 consist of the following:
 
 2008
                        
                        
                        2007
                        
                        
                        2006USD
                        
                        
                        USD
                        
                        
                        USDOther
      receivables-
      Advances to staff
                        
                        $
                        381,224
                        
                        
                        $
                        156,404
                        
                        
                        $
                        95,706-
      Others
                        
                        
                        884,573
                        
                        
                        
                        479,014
                        
                        
                        
                        60,838$
                        1,265,797
                        
                        
                        $
                        635,418
                        
                        
                        $
                        156,544
 
 Other
receivables represent advances to staff and petty cash to department staff for
daily expenditures. These amounts are interest free and with no fixed repayment
terms.
 
 F-38
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
 
 9.
              PROPERTY,
      PLANT AND EQUIPMENT
 
 Property, plant and equipment as
of  December 31, 2008, 2007 and 2006 consist of the
following:
  2008
                        
                        
                        2007
                        
                        
                        2006USD
                        
                        
                        USD
                        
                        
                        USDBuildings
                        
                        $
                        5,000,219
                        
                        
                        $
                        2,525,743
                        
                        
                        $
                        2,360,847Leasehold
      land improvement
                        
                        
                        20,183
                        
                        
                        
                        18,877
                        
                        
                        
                        14,799Plant
      machinery and equipment
                        
                        
                        22,769,678
                        
                        
                        
                        20,232,099
                        
                        
                        
                        18,390,105Vehicles
                        
                        
                        1,615,780
                        
                        
                        
                        842,294
                        
                        
                        
                        852,076Office
      equipment
                        
                        
                        139,189
                        
                        
                        
                        223,123
                        
                        
                        
                        155,651Construction
      in progress
                        
                        
                        1,233,938
                        
                        
                        
                        364,666
                        
                        
                        
                        156,66930,778,987
                        
                        
                        
                        24,206,802
                        
                        
                        
                        21,930,147Accumulated
      depreciation
                        
                        
                        (10,837,466
                        )
                        
                        
                        (8,389,840
                        )
                        
                        
                        (6,250,566
                        )$
                        19,941,521
                        
                        
                        $
                        15,816,962
                        
                        
                        $
                        15,679,581
 
 Construction
in progress consists of the construction of a research and development centre
("R&D centre") and buildings of staff accommodation on 300 acres land. The
total construction in progress as at December 31, 2008 was $1,233,938. $474,703
was the cost incurred net of government subsidies of $230,710 of R&D centre
during the period from July 2008 to December 2008. The R&D centre is
estimated to be completed in 2009 with total estimated cost of
$2,198,608.
 
 Buildings
of staff accommodation consist of the constructions of drainage system and
related facilities, side pavement and building of stores and building management
centre. $494,790 was the cost incurred during the period from July 2008 to
December 2008.  These buildings of staff accommodation are estimated
to be completed in 2009 with total estimated cost of $879,443.
 
 $264,445
was the cost incurred to install a production line during the period from July
2008 to December 2008, the installation of production line is estimated to be
completed in 2009 with total estimated cost of $3,078,051.
 
 No
depreciation has been provided for construction in progress.
 
 10.
              LAND
      USE RIGHT
 
 Land use
right as of December 31, 2008, 2007 and 2006 consist of the
following:
 
 2008
                      
                      
                      2007
                      
                      
                      2006USD
                      
                      
                      USD
                      
                      
                      USDLand
      use right, net
                      
                      $
                      1,416,220
                      
                      
                      $
                      1,346,895
                      
                      
                      $
                      1,280,562
 
 F-39
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
 
 10.
              LAND
      USE RIGHT (.../Cont'd)
 
 Land use
right represents prepaid lease payments to the local government for land use
right held for a period of 50 years from July 9, 2004 to June 30, 2054 in
Zhengzhou, People's Republic of China. Land use right payable as
at  December 31, 2008 and 2007 were $28,521 and $154,125
respectively.
 
 Land use
right is amortized using the straight-line method over the lease term of 50
years.  The amortization expense for the years ended December 31,
2008, 2007 and 2006 were $30,280, $27,641 and $26,388 respectively.
 
 11.
              NOTES
      PAYABLE
 
 Notes payable as of December 31, 2008,
2007 and 2006 consist of the following:
 
 2008
                        
                        
                        2007
                        
                        
                        2006USD
                        
                        
                        USD
                        
                        
                        USDClassified
      by financial institutions: -China
      Citic Bank
                        
                        $
                        5,862,953
                        
                        
                        $
                        3,194,143
                        
                        
                        $
                        13,826,065Zhengzhou
      City Rural Credit Cooperative
                        
                        
                        —
                        
                        
                        
                        —
                        
                        
                        
                        2,562,755Commercial
      Bank of Zhengzhou
                        
                        
                        2,711,616
                        
                        
                        
                        411,263
                        
                        
                        
                        11,429,889Guangdong
      Development Bank
                        
                        
                        6,903,628
                        
                        
                        
                        2,330,491
                        
                        
                        
                        640,688Shanghai
      Pudong Development Bank
                        
                        
                        10,260,169
                        
                        
                        
                        8,842,157
                        
                        
                        
                        4,869,235China
      Merchants Bank
                        
                        
                        1,172,590
                        
                        
                        
                        5,702,849
                        
                        
                        
                        2,159,124$
                        26,910,956
                        
                        
                        $
                        20,480,903
                        
                        
                        $
                        35,487,756Additional
      information: -Maximum
      balance outstanding during the year
                        
                        $
                        44,902,894
                        
                        
                        $
                        55,568,497
                        
                        
                        $
                        59,457,304Finance
      cost
                        
                        $
                        1,333,746
                        
                        
                        $
                        1,133,708
                        
                        
                        $
                        888,520Finance
      charge per contract (basis points)
                        
                        5
      pt
                        
                        
                        5
      pt
                        
                        
                        5
      ptWeighted
      average interest rate
                        
                        
                        2.03
                        %
                        
                        
                        1.56
                        %
                        
                        
                        1.24
                        %
 
 All the
above notes payable are secured by either 50% or 100% corresponding restricted
cash.  As at December 31, 2008, 2007 and 2006, the Company's cash of
approximately $24,712,349, $19,226,551 and $27,562,435 were restricted on the
such purpose. All the notes payable have terms of six
months.  Commercial Bank of Zhenzhou had imposed covenant on the
Company that not more than 10% of the net profit could be distributed as
dividend. Shanghai Pudong Development Bank imposed covenant on the Company that
any transaction which is over 10% of the Company’s net assets must notify the
Bank.  For facilities obtained from both banks, 100% of corresponding
restricted cash had been pledged.  In the management’s point of view,
covenants of both banks do not apply to the Company.
 
 F-40
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
 
 12.
              TERM  LOANS
 
 In order
to provide working capital for operations, the Company entered into the
following short term loan agreements as of December 31, 2008, 2007 and
2006:
 
 2008
                        
                        
                        2007
                        
                        
                        2006USD
                        
                        
                        USD
                        
                        
                        USDClassified
      by financial institutions: -China
      Citic Bank
                        
                        $
                        3,664,345
                        
                        
                        $
                        2,056,315
                        
                        
                        $
                        —China
      Development Bank
                        
                        
                        4,397,216
                        
                        
                        
                        —
                        
                        
                        
                        —China
      Merchants Bank
                        
                        
                        4,397,216
                        
                        
                        
                        1,370,877
                        
                        
                        
                        1,281,378Commercial
      Bank of Zhengzhou
                        
                        
                        7,328,691
                        
                        
                        
                        6,854,385
                        
                        
                        
                        3,203,444Guangdong
      Development Bank
                        
                        
                        2,198,607
                        
                        
                        
                        1,782,140
                        
                        
                        
                        640,688Minsheng
      Bank of China Branch in Zhengzhou
                        
                        
                        1,465,739
                        
                        
                        
                        —
                        
                        
                        
                        —Shanghai
      Pudong Development Bank
                        
                        
                        5,862,953
                        
                        
                        
                        4,112,631
                        
                        
                        
                        1,922,067Zhengzhou
      City Rural Credit Cooperative
                        
                        
                        806,156
                        
                        
                        
                        1,178,955
                        
                        
                        
                        1,101,985Zhengzhou
      City Urban Credit Cooperative
                        
                        
                        556,980
                        
                        
                        
                        —
                        
                        
                        
                        —$
                        30,677,903
                        
                        
                        $
                        17,355,303
                        
                        
                        
                        8,149,562Additional
      information: -Maximum
      balance outstanding during the year
                        
                        $
                        31,117,626
                        
                        
                        $
                        17,355,303
                        
                        
                        $
                        8,149,562Interest
      paid during the year
                        
                        $
                        2,430,590
                        
                        
                        $
                        974,940
                        
                        
                        $
                        340,761Range
      of interest rate (basis points)
                        
                        48.67
      - 96.5pt
                        
                        
                        52.2
      - 96.0pt
                        
                        
                        52.2
      - 96.0ptWeighted
      average interest rate
                        
                        
                        4.04
                        %
                        
                        
                        4.14
                        %
                        
                        
                        2.67
                        %
 
 All of
the above short terms loans are fixed term loans with a period of 12 months or
less. These short terms loans are either guaranteed and secured by the Company's
fixed assets, including its machinery and land use right, or guaranteed and
secured by a related party, Zhengzhou No.2 Iron and Steel Company Limited's land
and plant properties, or guaranteed by the Company's former owners or other
third parties.
 
 13.
              ACCRUED
      LIABILITIES AND OTHER PAYABLES
  Accrued
liabilities and other payables as of December 31, 2008, 2007 and 2006 consist of
the following:
 
 2008
                        
                        
                        2007
                        
                        
                        2006USD
                        
                        
                        USD
                        
                        
                        USDAccrued
      expenses
                        
                        $
                        1,142,668
                        
                        
                        $
                        989,030
                        
                        
                        $
                        668,235Other
      payables
                        
                        
                        4,278,620
                        
                        
                        
                        4,140,392
                        
                        
                        
                        4,786,520Other
      tax payables
                        
                        
                        873,118
                        
                        
                        
                        159,749
                        
                        
                        
                        351,420$
                        6,294,406
                        
                        
                        $
                        5,289,171
                        
                        
                        $
                        5,806,175
 
 Other tax
payables represent payables other than income tax which consist of value added
tax and city maintenance and construction tax.
 
 F-41
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
  14.
              STOCKHOLDER'S
      EQUITY AND RETAINED EARNINGS
 
 (a)           Registered
capital
 
 The
Company was incorporated on December 31, 2000. The registered capital of the
Company is $3,335,043 originally contributed by thirteen natural
persons.
 
 (b)           Retained
earnings
 
 Retained earnings as of December 31,
2008, 2007 and 2006 consist of the following:
 
 2008
                        
                        
                        2007
                        
                        
                        2006USD
                        
                        
                        USD
                        
                        
                        USDRetained
      earnings
                        
                        $
                        8,352,139
                        
                        
                        $
                        24,703,102
                        
                        
                        $
                        17,187,413Statutory
      surplus reserves
                        
                        
                        1,582,902
                        
                        
                        
                        1,582,902
                        
                        
                        
                        1,582,902$
                        9,935,041
                        
                        
                        $
                        26,286,004
                        
                        
                        $
                        18,770,315
 
 In
accordance with PRC Company Law,  the Company is required to allocate
at least 10% profit to the statutory surplus reserve.  Appropriation
to the statutory surplus reserve by the Company is based on profit arrived at
under PRC accounting standards for business enterprises for each
year.
 
 The
profit arrived at must be set off against any accumulated losses sustained by
the Company in prior years, before allocation is made to the statutory surplus
reserve.  Appropriation to the statutory surplus reserve must be made
before distribution of dividends to shareholders.  The appropriation
is required until the statutory surplus reserve reaches 50% of the owners’
equity.  This statutory surplus reserve is not distributable in the
form of cash dividends.
 
 As the
statutory surplus reserve has reached 50% of the owners' equity in 2005, the
Company ceased to allocate.
 
 15.
              DIVIDEND
      DECLARED
 
 2008
                                
                                
                                2007
                                
                                
                                2006USD
                                
                                
                                USD
                                
                                
                                USDDividend
      in respect of the previousfinancial
      year declared
                                
                                $
                                24,501,225
                                
                                
                                $
                                16,134,445
                                
                                
                                $
                                7,464,078Interim
      dividend in respect of the currentfinancial
      year declared
                                
                                
                                17,680,106
                                
                                
                                
                                —
                                
                                
                                
                                —Final
      dividend in respect of the currentfinancial
      year declared
                                
                                
                                9,675,165
                                
                                
                                
                                —
                                
                                
                                
                                —$
                                51,856,496
                                
                                
                                $
                                16,134,445
                                
                                
                                $
                                7,464,078Dividend
      paid
                                
                                $
                                42,254,947
                                
                                
                                $
                                16,134,445
                                
                                
                                $
                                7,464,078
 
 F-42
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
 
 16.
              INCOME
      TAXES
 
 All of the Company's income is
generated in the PRC.
 
 2008
                      
                      
                      2007
                      
                      
                      2006USD
                      
                      
                      USD
                      
                      
                      USDCurrent
      income tax expense
                      
                      $
                      11,869,735
                      
                      
                      $
                      11,421,638
                      
                      
                      $
                      7,770,317
 
 The
Company's income tax provision in respect of operations in PRC is calculated at
the applicable tax rates on the estimated assessable profits for the year based
on existing legislation, interpretations and practices in respect thereof. The
standard tax rate applicable to the Company changed from 33% to 25%, effective
on January 1, 2008.
 
 A
reconciliation of the expected income tax expense to the actual income tax
expense for the years ended December 31, 2008, 2007 and 2006 are as
follows:
 
 2008
                        
                        
                        2007
                        
                        
                        2006USD
                        
                        
                        USD
                        
                        
                        USDIncome
      before tax
                        
                        $
                        47,375,268
                        
                        
                        $
                        35,071,772
                        
                        
                        $
                        23,649,369Expected
      PRC income tax expense at statutorytax
      rate of 25% (2007 & 2006: 33%)
                        
                        $
                        11,843,817
                        
                        
                        $
                        11,573,684
                        
                        
                        $
                        7,804,291Income
      not subject to tax
                        
                        
                        77,518
                        
                        
                        
                        —
                        
                        
                        
                        —Effect
      on exchange rate
                        
                        
                        (51,600
                        )
                        
                        
                        (152,046
                        )
                        
                        
                        (33,974
                        )Actual
      income tax expense
                        
                        $
                        11,869,735
                        
                        
                        $
                        11,421,638
                        
                        
                        $
                        7,770,317
 
 The PRC
tax system is subject to substantial uncertainties and has been subject to
recently enacted changes, the interpretation and enforcement of which are also
uncertain. There can be no assurance that changes in PRC tax laws or their
interpretation or their application will not subject the Company to substantial
PRC taxes in the future.
 
 No
deferred taxation has been provided as the effect of all temporary differences
is immaterial.
 
 17.
              SUNDRY
      INCOME
 
 Sundry income as of December 31, 2008,
2007 and 2006 consist of the following:
 
 2008
                            
                            
                            2007
                            
                            
                            2006USD
                            
                            
                            USD
                            
                            
                            USDLocal
      government subsidy
                            
                            $
                            79,365
                            
                            
                            $
                            —
                            
                            
                            $
                            —Transferred
      from receipts in advanceand
      accounts payable
                            
                            
                            71,605
                            
                            
                            
                            16,165
                            
                            
                            
                            —Others
                            
                            
                            4,717
                            
                            
                            
                            —
                            
                            
                            
                            12$
                            155,687
                            
                            
                            $
                            16,165
                            
                            
                            $
                            12
 
 F-43
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
 
 17.
              SUNDRY
      INCOME (.../Cont'd)
 
 During
the year of 2008, the Company received a special one time subsidy from local
government amounting to $79,365 as a subsidy for its advance technology in
manufacturing precision steel mill flat-rolled products. This subsidy is not a
continuing nature,  it depends on the local government's policy
announced within a valid period.  $71,605 was the waived miscellaneous
balance of  receipts in advance and accounts payable. The balance was
not refunded or paid and was agreed by both parties.
 
 18.
              RELATED
      PARTY TRANSACTIONS
 
 In 2004,
the Company entered into a rental agreement for land use right with Zhengzhou
No.2 Iron and Steel Company Limited, the previous owner of the Company with the
period from January 1, 2005 to December 31, 2027. Rental paid to Zhengzhou No.2
Iron and Steel Company Limited for the years ended December 31, 2008, 2007 and
2006 were $8,781, $8,016 and $7,653 respectively.
 
 19.
              SIGNIFICANT
      CONCENTRATIONS
 
 Three
customers with sales amount over 5% for the year accounted for 20.79% of net
sales for the year ended December 31, 2008. These major customers with sales
amount over 5% for the year are different from the year 2007.  There
are no other major customers with sales amount over 5% for the years ended
December 31, 2006.
 
 All of
the Company's suppliers locate in the PRC. Four suppliers represented 86%, 64%
and 47% of total purchase for the years ended December 31, 2008, 2007 and 2006
respectively.
  20.
              OPERATING
      LEASE COMMITMENTS
 
 Rental
expense for obligations under operating leases was $23,200 (RMB160,900) for the
year ended December 31, 2008. The total future minimum lease payments under
non-cancellable operating leases in respect of premises as of December 31, 2008
are payable as follows:
 
 December,
      31
                        
                        Land
      use
                          right
                        
                        
                        Reservoir
      rental
                        
                        
                        Total2009
                        
                        $
                        8,781
                        
                        
                        $
                        14,419
                        
                        
                        $
                        23,2002010
                        
                        
                        9,660
                        
                        
                        
                        14,419
                        
                        
                        
                        24,0792011
                        
                        
                        10,626
                        
                        
                        
                        14,419
                        
                        
                        
                        25,0452012
                        
                        
                        11,688
                        
                        
                        
                        14,419
                        
                        
                        
                        26,1072013
                        
                        
                        12,857
                        
                        
                        
                        14,419
                        
                        
                        
                        27,276Over
      five years
                        
                        
                        395,637
                        
                        
                        
                        72,095
                        
                        
                        
                        467,732$
                        449,249
                        
                        
                        $
                        144,190
                        
                        
                        $
                        593,439
 
 Land use
right is granted by Zhengzhou No.2 Iron and Steel Company Limited, who sub-lets
a part of its land with 27,066 m2 to the Company for use. The rental period is
from January 1, 2005 to December 31, 2027. Annual rental paid for the land use
right was $8,781 (RMB60,900) for the period of January 1, 2005 to December 31,
2009. The rental payment will  increase by 10% annually from 2010
onwards.
 
 F-44
 
 HENAN
GREEN COMPLEX MATERIALS CO., LTD
 NOTES
TO THE FINANCIAL STATEMENTS
 FOR
THE YEARAS ENDED DECEMBER 31, 2008 , 2007 AND 2006
 (IN
US DOLLARS)
 
 21.
              POST
      BALANCE SHEET EVENT
 
 On March
17, 2009, the ultimate shareholder of Golden Green Enterprises Limited (“BVICo”)
consummated a reverse merger with China Opportunity Acquisition Corp
(“COAC”).  Under the terms of the merger agreement, BVICo is the
surviving entity and registered its shares pursuant to a registration statement
filed with the U.S Securities and Exchange
Commission.   Accordingly, after the merger, the former
shareholders of COAC own approximately 6.5% of BVICo's ordinary
shares.




F-45