CHOP [China Gerui Advanced Materials] F-1/A: Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT
[Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GOLDEN GREEN ENTERPRISES LIMITED Not Applicable British Virgin Islands 3310 Not Applicable (State or other jurisdiction of incorporation or (Primary Standard Industrial Classification (I.R.S. Employer Identification No.) No. 69 Huaibei Street Longhai Middle Road Zhengzhou 451191, China Tel: (011) 86371-6897-0951 Mingwang Lu, Chief Executive Officer No.] [GOLDEN GREEN ENTERPRISES LIMITED __________ Ordinary Shares November __, 2009 Company Representative Offering Ordinary Shares This FOR VALUE RECEIVED Holder [120% OF THE PUBLIC OFFERING PRICE] Exercise Price Vesting Date Base Date 1. Expiration Date 2. 3. Manner of Exercise 3.1 X = Y [(A – B)/A] where: A = the Fair Market Value B = the Exercise Price. 2] [5 November 2009 Golden Green Enterprises Limited No. 69 Haulibei Street Longhai Middle Road Henan, People’s Republic of China DIRECT LINE: 2842 9530 E-MAIL: Richard.Hall@conyersdillandpearman.com OUR REF: M#892799/D#302733 YOUR REF: Dear Sirs, Golden Green Enterprises Limited (the “Company”) Registration Statement Commission Initial Ordinary Shares Ordinary Shares Securities We have acted as special legal counsel in the British Virgin Islands to] [Pillsbury Winthrop Shaw Pittman LLP November 5, 2009 Golden Green Enterprises Limited No. 69 Haulibei Street Longhai Middle Road Henan, People’s Republic of China Ladies and Gentlemen: The foregoing opinion is subject to the following assumptions, exceptions, qualifications and limitations: a. Our opinion is subject to and limited by (i) the effect of bankruptcy, insolvency, fraudulent conveyance and other similar] [EX-23.1 20 v164861_ex23-1.htm] [__________, 2009 TO: Golden Green Enterprises Limited No. 69 Huaibei Street Longhai Middle Road Zhengzhou, 451191, China Dear Sirs: We, Jingtian & Gongcheng Attorneys at Law, as licensed lawyers of the People’s Republic of China (the “PRC”, for the purpose of this opinion, excluding Hong Kong Special Administrative Region of the PRC, Macau Special Administrative Region of the PRC and] [The Offering, page 6 2. Please add the 545,454 ordinary shares to cover over-allotments to this disclosure. Company Response : 3. Please have counsel delete the assumption in clause (f) of the second full paragraph on page two. The matters assumed should be readily ascertainable by counsel. Company Response BVI Opinion]