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