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STOCK PURCHASE AGREEMENT

Purchase and Sale Agreement

STOCK PURCHASE AGREEMENT | Document Parties: CHINA OPPORTUNITY ACQUISITION CORP. | Golden Green Enterprises Limited You are currently viewing:
This Purchase and Sale Agreement involves

CHINA OPPORTUNITY ACQUISITION CORP. | Golden Green Enterprises Limited

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Title: STOCK PURCHASE AGREEMENT
Governing Law: New York     Date: 3/6/2009
Industry: Business Services     Sector: Services

STOCK PURCHASE AGREEMENT, Parties: china opportunity acquisition corp. , golden green enterprises limited
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Exhibit 10.1

 

STOCK PURCHASE AGREEMENT

 

STOCK PURCHASE AGREEMENT (this “Agreement”) made as of this ___ day of March, 2009 between and among China Opportunity Acquisition Corp. (“Buyer” or “China Opportunity”) and the signatory on the execution page hereof (the “Seller”).

 

WHEREAS, China Opportunity was organized for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition or other similar business combination, an operating business that has its principal operations located in the People’s Republic of China (“Business Combination”);

 

WHEREAS, China Opportunity consummated an initial public offering in March 2007 (“IPO”) in connection with which it raised net proceeds of approximately $38.9 million which were placed in a trust account pending the consummation of a Business Combination, or the dissolution and liquidation of China Opportunity, in the event it is unable to consummate a Business Combination by March 20, 2009.

 

WHEREAS, China Opportunity has agreed to merger with (the “Acquisition”) Golden Green Enterprises Limited (“Golden Green”) pursuant to certain agreements (the “Transaction Agreements”).

 

WHEREAS, the approval of the Acquisition is contingent upon, among other things, the affirmative vote of holders of a majority of the outstanding common shares of China Opportunity voting at the meeting to approve the Acquisition.

 

WHEREAS, pursuant to certain provisions in China Opportunity’s certificate of incorporation, a holder of shares of China Opportunity's common stock issued in the IPO may, if it votes against the Acquisition, demand that China Opportunity convert such common shares into cash (“Conversion Rights”).

 

WHEREAS, the Acquisition is subject to the exercise of Conversion Rights by holders of less than 40% of the China Opportunity  common stock issued in the IPO.

 

WHEREAS, Seller has agreed to sell to Buyer and Buyer has agreed to purchase from Seller the common shares set forth on the execution page of this Agreement (“Shares”) for the purchase price per share set forth therein (“Purchase Price Per Share”) and for the aggregate purchase price set forth therein.

 

NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto do hereby agree as follows:

 

1.            Purchase . Seller hereby sells to Buyer and Buyer hereby purchases from Seller at the Closing the Shares for the Purchase Price Per Share, for the aggregate consideration set forth on the execution page of this Agreement.

 

2.            Agreement not to Convert; Appointment of Attorney in Fact .  In further consideration of the Aggregate Purchase Price, the Seller hereby agrees it has not and will not exercise its Conversion Rights.  Because the record date to vote on the proposals set forth in the proxy statement included in the Registration Statement on Form S-4 filed by China Opportunity with the U.S. Securities Exchange Commission (the “Proxy Statement”) has passed, Buyer would not be entitled to vote the Shares at the shareholders meeting contemplated by the Proxy Statement.  Accordingly, solely with respect to the vote for the Acquisition and related proposals (as contemplated by the Proxy Statement), the Seller hereby irrevocably appoints _____________ and ___________ and each of them, each with full power of substitution, to the full extent of such stockholder’s rights with respect to the Shares (and any and all other Shares or securities or rights issued or issuable in respect thereof) to vote in such manner as each such attorney and proxy or his substitute shall in his sole discretion deem proper, and otherwise act (including without limitation pursuant to written consent) with respect to all the Shares sold hereunder which the Seller is entitled to vote at any meeting of stockholders (whether annual or special and whether or not an adjourned meeting) of China Opportunity held prior to March 22, 2009.  This proxy is coupled with an interest in China Opportunity and in the Shares and is irrevocable.  Such acceptance for payment shall revoke, without further action, all prior proxies granted by the Seller at any time with respect to such Shares (and any such other Shares or other securities) and no subsequent proxies will be given (and if given will be deemed not to be effective) with respect thereto by the Seller.

 


2.1            Closing . The closing of the purchase of the Shares (“Closing”) by Buyer will occur within two business days of the date that Acquisition is consummated (the “Closing Date”).  The closing of the Acquisition must occur no later than two business days after the shareholders of the company have approved the Acquisition.  The Closing shall be effected delivery versus payment via the Depository Trust Company.  For purposes of clarity, and notwithstanding anything in this Agreement to the contrary, in the event the closing of the Business Combination does not occur by March 23, 2009, this Agreement shall be null and void, ab initio, and no party hereto shall have any rights or obligations under this Agreement. It shall be a condition to the obligation of Buyer on the one hand and the Seller on the other hand, to consummate the transfer of the Shares contemplated hereunder that the other party’s representations and warranties are true and correct on the Clo


 
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