China Gerui Advanced Materials (CHOP) 20-F/A 2009 FY Annual report (foreign) (amended)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

Amendment No. 1

(Mark One)

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

OR

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

OR

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

OR

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

Date of event requiring this shell company report March 17, 2009

For the transition period from to

Commission file number: 000-53594

GOLDEN GREEN ENTERPRISES LIMITED

 (Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English)

British Virgin Islands

(Jurisdiction of incorporation or organization)

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

(Address of principal executive offices)

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

None

(Title of Class)

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

Title of each class	Name of exchange on which each class is to be registered
Units	OTCBB
Ordinary Shares	OTCBB
Warrants	OTCBB

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

None

(Title of Class)

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

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

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

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

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

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

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

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

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

Item 17 o     Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o      No o

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

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

EXPLANATORY NOTE

Golden Green Enterprises Limited (“the Company”) is filing this Amendment to its shell company report on Form 20-F, filed March 23, 2009, solely to include exhibits not previously filed.

ITEM 19. EXHIBITS

Exhibit No.	Description
2.1	Agreement of Merger and Plan of Reorganization, dated as of November 12, 2008 by and among China Opportunity Acquisition Corp., Golden Green Enterprises Limited, Wealth Rainbow Development Limited, Henan Green Complex Materials Co., Ltd and certain shareholders of Golden Green Enterprises Limited (included as Annex A to the Proxy Statement/Prospectus).
3.1	Memorandum and Articles of Association*
4.6	Specimen Unit Certificate of BVICo.(1)
4.7	Specimen Ordinary Share Certificate of BVICo.(1)
4.8	Specimen Warrant Certificate of BVICo.(1)
10.14	Form of Escrow Agreement by and among Golden Green Enterprises Limited, Oasis Green Investments Limited and Continental Stock Transfer & Trust Company (included as Annex C to the Proxy Statement/Prospectus).
10.15	Form of Voting Agreement (included as Annex D to the Proxy Statement/Prospectus).
10.16	Form of Lock-Up Agreement (included as Annex E to the Proxy Statement/Prospectus).
10.17.1	Short-Term Loan Agreement, dated July 23, 2008, between Sub-branch of Zhengzhou Branch of Shanghai Pudong Development Bank and Henan Gerui Composite Material Stock Co., Ltd.(1)
10.17.2	Agreement for Established of Bank Payable Bills, dated October 14, 2008, between Shanghai Pudong Development Bank and Henan Gerui Composite Material Stock Co., Ltd.(1)
10.17.3	Renminbi Loan Agreement, dated July 16, 2008, between Zhengzhou Branch of China CITIC Bank and Henan Gerui Composite Material Stock Co., Ltd.(1)
10.17.4	Loan Agreement, dated November 9, 2007, between Commodity World Branch of Commercial Bank of Zhengzhou and Henan Gerui Composite Material Stock Co., Ltd.(1)
10.17.5	Real Estate Maximum Mortgage Agreement, dated March 26, 2007, between Zhengzhou Branch of Shanghai Pudong Development Bank and Henan Gerui Composite Material Stock Co., Ltd.(1)
10.17.6	Maximum Mortgage Agreement, dated April 21, 2008, between Xiangyang Credit Union of Zhengzhou Rural Credit Cooperatives and Henan Gerui Composite Material Stock Co., Ltd.(1)
10.17.7	Credit Granting Agreement, valid from July 21, 2008, between Guangdong Development Bank Zhengzhou Huanghe Road Sub-branch and Henan Gerui Composite Material Stock Co., Ltd.(1)
10.17.8	Agreement, dated September 16, 2003, between Xinzheng City Longhu Town People’s Government and Henan Gerui Composite Material Stock Co., Ltd.(1)
10.17.9	Lease Agreement for Land Use Right and Buildings, dated November 10, 2008, between Zhengzhou the Second Iron & Steel Co., Ltd. and Henan Gerui Composite Material Stock Co., Ltd.(1)
10.17.10	Agreement for the Repayment, dated March 30, 2008, between Lu Mingwang, Lu Baiwang, Ren Shouze, Yue Tiansui, Bai Zhengsheng, Lu Yi, Zhang Qihong, Lu Mingwang, Chen Zheyu, Zhang Shuiping, Liu Bingshen, and Henan Gerui Composite Material Stock Co., Ltd.(1)
10.17.11	Bank Payable Bills Agreement, dated October 14, 2008, between Huang Sub-Branch of Zhengzhou Branch of Guangfa Bank, Da Sub-Branch of Zhengzhou Branch of Pufa Bank, and Henan Gerui Composite Material Stock Co., Ltd.(1)
21.1	Subsidiaries of Golden Green Enterprises Limited.(1)

* Filed herewith.

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

SIGNATURES

     The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and has duly caused and authorized the undersigned to sign this Amendment No. 1 on its behalf.

	GOLDEN GREEN ENTERPRISES LIMITED
	/s/ Liyong Qu
	Liyong Qu
Dated:         March 23, 2009	Chief Accounting Officer

EXHIBIT ATTACHED TO THIS FORM 20-F/A

Exhibit No.	Description
3.1	Memorandum and Articles of Association