UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~January~~March 64, 2009

CHINA OPPORTUNITY ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-52355		20-5331360
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

300 Tice Boulevard., Woodcliff Lake, New Jersey		07677
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 201-930-8900

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~EXPLANATORY~~Item ~~NOTE~~1.01. Entry into a Material Definitive Agreement.

~~THIS~~Through the close of ~~CURRENT~~business ~~REPORT~~on ONMarch ~~FORM~~4, ~~8-K~~2009, China Opportunity Acquisition Corp. (the “~~CURRENT~~Registrant”) ~~REPORT~~entered into agreements to purchase 1,406,050 of the shares of its common stock sold in its initial public offering (“Public Shares”) ISin ~~BEING~~privately negotiated transactions ~~FILED~~from ~~SOLELY~~six TOstockholders ~~INCLUDE~~who would otherwise vote against the ~~THE~~Registrant’s ~~SLIDE~~proposed ~~SHOW~~merger ~~PRESENTATION~~described ~~ATTACHED~~in ~~HERETO~~its ASproxy ~~EXHIBIT~~statement/prospectus 99dated February 17, 2009 for an aggregate of $8,499,363.1 Pursuant to such agreements, the holders have agreed to give the Registrant’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 Golden Green Enterprises Limited (“BVICo”) after the closing of the merger and would be paid for with funds that are presently in the Registrant’s trust account and will become funds of BVICo as a result of the merger. Such shares would represent approximately 20.4% of the Registrant’s Public Shares.

~~COMMENCING~~The number of the Registrant’s Public ~~SHORTLY~~Shares ~~AFTER~~that ~~THE~~could ~~FILING~~be OFacquired ~~THIS~~by ~~CURRENT~~the ~~REPORT~~Registrant, ~~CHINA~~when ~~OPPORTUNITY~~added ~~ACQUISITION~~to the number of ~~CORP~~Public Shares owned by Harry Edelson and associates of Mr. ~~(“COAC”)~~Edelson ~~INTENDS~~who TOwill ~~HOLD~~vote in ~~PRESENTATIONS~~favor ~~FOR~~of ~~CERTAIN~~the OFmerger, ~~ITS~~would ~~STOCKHOLDERS~~constitute more than 60% of the total number of Public Shares. Consequently, ASif all such purchases were effected, ~~WELL~~fewer ASthan ~~OTHER~~40% ~~PERSONS~~of ~~WHO~~the ~~MIGHT~~Public BEShares ~~INTERESTED~~could INbe ~~PURCHASING~~voted ~~COAC~~against ~~SECURITIES,~~the merger and ~~REGARDING~~converted ~~ITS~~into ~~MERGER~~cash ~~WITH~~and ~~GOLDEN~~the ~~GREEN~~merger ~~ENTERPRISES~~proposal ~~LIMITED~~would (be approved. See the section of the proxy statement/prospectus entitled “~~BVICO”),~~Summary ASof the Proxy ~~DESCRIBED~~Statement/Prospectus IN– ~~COAC~~Interests of the Registrant’Ss ~~CURRENT~~Directors ~~REPORT~~and ONOfficers ~~FORM~~and Others ~~8-K~~in ~~FILED~~the ONMerger” ~~NOVEMBER~~for ~~14,~~a ~~2008.~~description ~~THIS~~of the benefits that would accrue ~~CURRENT~~to ~~REPORT,~~such ~~INCLUDING~~persons ~~THE~~as ~~EXHIBIT~~a ~~HERETO,~~result ~~MAY~~of BEthe ~~DISTRIBUTED~~approval TOof ~~PARTICIPANTS AT~~the ~~SUCH~~merger ~~PRESENTATIONS~~proposal.

~~EARLYBIRDCAPITAL, INC.~~As ~~(“EBC”),~~of ~~THE~~March ~~MANAGING~~4, ~~UNDERWRITER OF CHINA OPPORTUNITY’S INITIAL PUBLIC OFFERING (“IPO”) CONSUMMATED IN MARCH 2007~~2009, ~~ACTED AS A FINDER IN CONNECTION WITH~~the ~~COAC’S~~only ~~MERGER~~holder ~~WITH~~of ~~BVICO,~~more ~~AND~~than ~~WILL~~5% ~~ACT~~of ASthe ~~INVESTMENT~~outstanding ~~BANKER~~shares ~~FOR~~of ~~COAC~~common INstock ~~ITS~~of the ~~EFFORTS~~Registrant TO(based ~~CONSUMMATE~~on ~~SUCH~~filings ~~MERGER,~~on ~~FOR~~Schedule ~~WHICH~~13D ITor ~~WILL~~Schedule ~~RECEIVE~~13G) ANthat ~~AGGREGATE~~has ~~FEE OF~~entered ~~$860,000.~~into ~~THESE~~an ~~FEES~~agreement ~~WILL~~to BEsell ~~PAYABLE~~its TOshares ~~EARLYBIRD~~is ~~ONLY~~Bulldog ~~IF WE SUCCESSFULLY CONSUMMATE OUR PROPOSED BUSINESS COMBINATION. ADDITIONALLY~~Investors, ~~THE~~which ~~UNDERWRITERS~~will receive ~~DEFERRED~~approximately $~~414~~3,083,000 OFupon ~~THE~~completion ~~COMMISSIONS~~of ~~OWED TO THEM IN CONNECTION~~its ~~WITH THE IPO UNTIL THE CLOSING OF COAC’S BUSINESS COMBINATION, WHICH ARE ALSO PAYABLE ONLY IF WE SUCCESSFULLY CONSUMATE THE PROPOSED BUSINESS COMBINATION~~sale. ~~COAC~~See ~~AND~~the ~~ITS~~section ~~DIRECTORS~~of ~~AND~~the ~~EXECUTIVE~~proxy ~~OFFICERS AND EBC~~statement/prospectus ~~MAY~~entitled ~~BE DEEMED TO BE PARTICIPANTS IN THE SOLICIATION OF PROXIES FOR THE SPECIAL~~“Beneficial ~~MEETING~~Ownership OFof ~~COAC STOCKHOLDERS TO BE HELD TO APPROVE THE MERGER~~Securities.”

~~STOCKHOLDERS OF~~The ~~COAC~~Registrant ~~AND~~believes ~~OTHER~~that ~~INTERESTED~~the agreements ~~PERSONS~~with ~~ARE~~the ~~ADVISED~~holders TOto ~~READ~~enable ~~COAC~~the Registrant’Ss ~~REGISTRATION STATEMENT~~management ~~CONTAINING~~to Avote ~~PRELIMINARY PROXY STATEMENT/PROSPECTUS AND, WHEN~~in ~~AVAILABLE,~~favor ~~FINAL~~of ~~REGISTRATION~~the ~~STATEMENT~~merger ~~CONTAINING~~proposal Ain ~~DEFINITIVE~~return ~~PROXY STATEMENT/PROSPECTUS~~for INthe ~~CONNECTION~~commitment ~~WITH~~that ~~COAC’S~~their ~~SOLICITATION OF PROXIES FOR THE~~Public ~~SPECIAL~~Shares ~~MEETING~~would ~~BECAUSE~~be ~~THESE~~purchased ~~PROXY~~upon ~~STATEMENTS/PROSPECTUSES~~closing ~~WILL~~of ~~CONTAIN IMPORTANT~~the ~~INFORMATION.~~merger ~~SUCH~~is ~~PERSONS~~the ~~CAN~~most ~~ALSO~~cost-effective method ~~READ~~to ~~COAC’S~~achieve ~~FINAL~~approval ~~PROSPECTUS,~~of ~~DATED MARCH~~the ~~20,~~merger ~~2007~~proposal. Accordingly, ~~FOR~~as ~~A DESCRIPTION OF THE SECURITY HOLDINGS OF THE COAC OFFICERS~~of ~~AND~~the ~~DIRECTORS~~date ~~AND~~of OFthis ~~EBC~~Current ~~AND~~Report, ~~THEIR~~none ~~RESPECTIVE~~of ~~INTERESTS~~the INother ~~THE~~arrangements ~~SUCCESSFUL CONSUMMATION~~described OFin ~~THIS BUSINESS COMBINATION. THE DEFINITIVE PROXY~~the ~~STATEMENT~~proxy statement/~~PROSPECTUS~~prospectus ~~WILL~~for BEthe ~~MAILED~~acquisition TOof ~~STOCKHOLDERS~~Public ASShares OFor Ato ~~RECORD DATE TO BE~~provide ~~ESTABLISHED~~incentives ~~FOR~~to ~~VOTING~~holders ONof ~~THE~~Public ~~MERGER.~~Shares ~~STOCKHOLDERS~~to ~~WILL~~vote ~~ALSO~~in BEfavor ~~ABLE~~of TOthe ~~OBTAIN~~merger Aproposal ~~COPY~~is OFexpected ~~THE~~to ~~DEFINITIVE~~be ~~PROXY STATEMENT/PROSPECTUS~~utilized, ~~WITHOUT~~although ~~CHARGE,~~it BYmay ~~DIRECTING A~~still ~~REQUEST~~become ~~TO:~~necessary ~~CHINA~~to ~~OPPORTUNITY ACQUISITION CORP., 300 TICE BOULEVARD, WOODCLIFF~~do ~~LAKE, NEW JERSEY 07677~~so. See ~~THE~~the ~~REGISTRATION~~section ~~STATEMENT~~of ~~CONTAINING~~the ~~THE~~proxy ~~PRELIMINARY PROXY STATEMENT~~statement/~~PROSPECTUS~~prospectus ~~AND~~entitled ~~THE~~“Summary ~~DEFINITIVE~~of ~~PROXY~~the ~~STATEMENT~~Proxy Statement/~~PROSPECTUS,~~Prospectus ~~ONCE AVAILABLE,~~– ~~CAN~~Actions ~~ALSO~~That BEMay ~~OBTAINED,~~Be ~~WITHOUT~~Taken ~~CHARGE,~~to ATSecure ~~THE~~Approval ~~SECURITIES~~of ~~AND EXCHANGE~~the ~~COMMISSION~~Registrant’Ss ~~INTERNET SITE (http://www~~Stockholders.~~sec.gov).~~”

Item 8.01. Other Events.

~~Attached~~Postponement ~~as Exhibit 99.1 to this Current Report is the form~~ of ~~investor~~Special presentation to be used by COAC in presentations to certain of its stockholders and other interested persons. The attached presentation shall be used by COAC together with its preliminary proxy statement/prospectus and definitive proxy statement/prospectus, when available.Meeting

The board of ~~information~~directors inof ~~this~~the ~~Current~~Registrant ~~Report,~~has ~~including~~postponed the ~~exhibit~~special ~~attached~~meeting ~~hereto,~~of isstockholders ~~being~~scheduled ~~furnished~~to ~~and~~be ~~shall~~held ~~not~~on beMarch ~~deemed~~10, ~~“filed”~~2009 ~~for~~until March 13, 2009. The postponed meeting will be held at the ~~purposes~~offices of ~~Section~~Graubard 18Miller, counsel to the Registrant, 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 the ~~Securities~~supplement ~~Exchange~~to ~~Act~~the ofproxy statement/prospectus ~~1934~~dated orMarch ~~otherwise~~6, ~~subject~~2009 and to give the ~~liabilities~~Registrant and BVICo ofadditional ~~that~~time ~~Section~~to put the closing arrangements for their merger into place. It ~~The~~is ~~information~~anticipated inthat ~~this~~the ~~Current~~closing ~~Report~~of ~~shall~~the ~~not~~merger betransaction, ~~incorporated~~if bythe ~~reference~~merger ~~into~~proposal ~~any~~is ~~registration~~approved ~~statement~~by ~~pursuant~~the toRegistrant’s ~~the~~stockholders, will occur ~~Securities~~on ~~Act~~March of17, ~~1933~~2009.

Funding Changes

At the time the merger agreement relating to the merger between the Registrant and BVICo 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, Wealth Rainbow Development Limited (“HKCo”), so that HKCo could pay the purchase price owed by HKCo to the former holders of the registered capital of Henan Green Complex Materials Co. Ltd (“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 the Registrant 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 the Registrant’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 the Registrant has determined to proceed with the merger under such circumstances. Based on assurances from the BVICo shareholders, the Registrant 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 the Registrant, which the board believes is in the best interests of the Registrant and its stockholders. The BVICo shareholders have agreed to indemnify the Registrant 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 the Registrant. Although the BVICo shareholders have agreed to indemnify the Registrant 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 the Registrant 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.”

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.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit

Description

9910.1 ~~Investor~~Representative ~~Presentation~~Form of Stock Purchase Agreement.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~January~~March 6, 2009

	CHINA OPPORTUNITY ACQUISITION CORP.

	By:	/s/ Harry Edelson
		Name: Harry Edelson
		Title: Chief Executive Officer

EXHIBIT INDEX

Exhibit

Description

9910.1 ~~Investor~~Representative ~~Presentation~~Form of Stock Purchase Agreement.

Filing Compare · China Opportunity Acquisition Corp.