Prospectus filed pursuant to Rule 424(b)(3)
Registration No. 333-155312
GOLDEN GREEN ENTERPRISES LIMITED
CHINA OPPORTUNITY ACQUISTION CORP.
SUPPLEMENT DATED MARCH 6, 2009
TO
PROXY STATEMENT/PROSPECTUS DATED FEBRUARY 17, 2009
This supplement to our proxy statement/prospectus, dated February 17, 2009, is being sent to notify you of:
• | The postponement from March 10, 2009 until March 13, 2009 of the special meeting of stockholders called to consider and vote upon the merger proposal; |
• | Changes with respect to timing of the funding of Golden Green Enterprises Limited (“BVICo”) by its shareholders and the consequent funding by BVICo of its subsidiary, Wealth Rainbow Development Limited (“HKCo”), the payment by HKCo to the former holders of the registered capital of Henan Green Complex Materials Co., Ltd (“Ge Rui”) and the risks associated with such changes; |
• | Certain transactions entered into by China Opportunity Acquisition Corp. (“COAC”) to purchase shares of COAC’s common stock; |
• | A correction of the address for BVICo that appears in the proxy statement/prospectus; and |
• | BVICo’s status as a “foreign private issuer” under the United States securities laws subsequent to the merger of BVICo and COAC. |
This supplement should be read together with the matters set forth in the proxy statement/prospectus and the related annexes. Terms used in this supplement that are defined in the proxy statement/prospectus have the meanings used in the proxy statement/prospectus.
This Supplement to Proxy Statement/Prospectus is dated March 6, 2009 and is first being mailed on March 6, 2009.
Postponement of Special Meeting
The board of directors of COAC has postponed the special meeting of stockholders scheduled to be held on March 10, 2009 until March 13, 2009. The postponed meeting will be held at the offices of Graubard Miller, counsel to COAC, The Chrysler Building, 405 Lexington Avenue, New York, New York 10174 at 10:00 on March 13, 2009. This has been done to provide adequate time for the dissemination of this supplement and to give the parties additional time to put the closing arrangements into place. It is anticipated that the closing of the merger transaction, if the merger proposal is approved, will occur on March 17, 2009.
Funding Changes
At the time the merger agreement was signed, the shareholders of BVICo contemplated that, prior to or concurrently with the closing of the merger, they would fund BVICo with sufficient capital for it, in turn, to fund its wholly owned subsidiary, HKCo, so that HKCo could pay the purchase price owed by HKCo to the former holders of the registered capital of Ge Rui for such capital. Notwithstanding that such payment has not yet been made, HKCo is the current owner of all of the registered capital of Ge Rui. HKCo’s ownership is subject to possible revocation of the authority granted by agencies in the People’s Republic of China for the purchase if the purchase price is not paid in the time period provided for in the grant of authority. Such time period will expire on October 29, 2009, but may be extended by the provincial bureau of commerce.
The shareholders of BVICo have advised COAC that the financing arrangements for them to obtain the funds that will ultimately be used to pay the purchase price for the Ge Rui registered capital will not be completed before March 20, 2009, the date that COAC’s corporate existence will terminate if the merger is not completed by then. As HKCo is the actual holder of the registered capital of Ge Rui and is presently entitled to all of the economic and other benefits of such ownership, the Board of Directors of COAC has determined to proceed with the merger under such circumstances. Based on assurances from the BVICo shareholders, the COAC board believes that the necessary funding arrangements will be completed in sufficient time to avoid the possibility of revocation of the governmental authority. Completion of the merger will prevent the liquidation of COAC, which the board believes is in the best interests of COAC and its stockholders. The BVICo shareholders have agreed to indemnify COAC and its shareholders against any losses they would incur if the authority were to be revoked as a result of the payment not being made in a timely manner and HKCo is deprived of the ownership of the registered capital of Ge Rui.
Risks Resulting from Funding Changes
Completing the merger under the revised funding circumstances presents the risk that the BVICo shareholders will not be able to provide the funds that will be used by HKCo to make the required payment to the former holders of the registered capital of Ge Rui in a timely manner. In such a case, the authority granted to HKCo to make the purchase could be revoked and HKCo would no longer have any economic or other ownership rights to Ge Rui. This would leave BVICo with no operating assets and BVICo would likely lose both its value as a holding company and the investment value of its stockholders, including those who were formerly stockholders of COAC. Although the BVICo shareholders have agreed to indemnify COAC and its stockholders in such event, there is no assurance that they could or would honor such guaranty or that legal action brought to enforce the rights of COAC and its stockholders under the indemnity would ultimately be successful or enforceable. See the section in the proxy statement/prospectus entitled“Summary of the Proxy Statement/Prospectus — Enforceability of Civil Liabilities Against Non-U.S. Persons.”
Share Purchases
Through the close of business on March 4, 2009, COAC entered into agreements to purchase 1,406,050 of the Public Shares in privately negotiated transactions from six stockholders who would otherwise vote against the transaction for an aggregate of $8,499,363. Pursuant to such agreements, the holders have agreed to give COAC’s management proxies to vote their Public Shares in favor of the merger proposal, which will revoke prior proxies voted against the proposal. It is expected that further such agreements will be entered into prior to the special meeting of stockholders on similar terms. The closing of such purchases will be effected by BVICo after the closing of the merger described in the proxy statement/prospectus and would be paid for with funds that are presently in COAC’s trust account and will become BVICo’s funds as a result of the merger. Such shares would represent approximately 20.4% of COAC’s Public Shares.
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The number of COAC’s Public Shares that could be acquired by COAC, when added to the number of Public Shares owned by Harry Edelson and associates of Mr. Edelson who will vote in favor of the merger, would constitute more than 60% of the total number of Public Shares. Consequently, if all such purchases were effected, fewer than 40% of the Public Shares could be voted against the merger and converted into cash and the merger proposal would be approved. See the section of the proxy statement/prospectus entitled“Summary of the Proxy Statement/Prospectus — Interests of COAC’s Directors and Officers and Others in the Merger”for a description of the benefits that would accrue to such persons as a result of the approval of the merger proposal.
As of March 4, 2009, the only holder of more than 5% of the outstanding shares of common stock of COAC (based on filings on Schedule 13D or Schedule 13G) that has entered into an agreement to sell its shares is Bulldog Investors, which will receive approximately $3,083,000 upon completion of its sale. See the section of the proxy statement/prospectus entitled“Beneficial Ownership of Securities.”
COAC believes that the agreements with the holders to enable COAC’s management to vote in favor of the merger proposal in return for the commitment that their Public Shares would be purchased upon closing of the merger is the most cost-effective method to achieve approval of the merger proposal. Accordingly, as of the date of this supplement, none of the other arrangements described in the proxy statement/prospectus for the acquisition of Public Shares or to provide incentives to holders of Public Shares to vote in favor of the merger proposal is expected to be utilized, although it may still become necessary to do so. See the section of the proxy statement/prospectus entitled“Summary of the Proxy Statement/Prospectus — Actions That May Be Taken to Secure Approval of COAC’s Stockholders.”
Because of the immediate pendency of the special meeting of stockholders, COAC will report all further purchase arrangements through the filing of a Current Report on Form 8-K.
Address Correction
The proxy statement/prospectus contains a typographical error in the spelling of the street name of BVICo’s address. The correct address is No. 69 Huaibei Street, Longhai Middle Road, Henan, China.
Foreign Private Issuer Status
Subsequent to the merger, BVICo will be a “foreign private issuer” under the United States securities laws because (a) a majority of its officers and directors will not be United States citizens or residents, (b) a majority of its assets will be located outside of the United States and (c) its principal business operations will be conducted outside of the United States. As a foreign private issuer, BVICo’s will have reporting and disclosure requirements under the securities laws that are less stringent than those that would apply if BVICo were not a foreign private issuer.
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