THE MERGER PROPOSAL

The discussion in this proxy statement/prospectus of the transactions and the principal terms of the merger agreement is subject to, and is qualified in its entirety by reference to, the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus.

Structure of the Transaction

Pursuant to the merger agreement, (1) Sino will be merged with and into Holdco, with Holdco surviving as the new public company and (2) immediately following the merger, the WFG shareholders will exchange 100% of the ordinary shares of WFG for cash and ordinary shares of Holdco. The merger and share exchange are intended to be consummated at the same time. However, from a practical perspective, the merger documentation required to be filed with respect to the merger will be filed immediately prior to the documentation required to be filed with respect to the share exchange.

Upon consummation of the merger,

•          each share of Sino common stock will be exchanged for one ordinary share of Holdco, except that holders of public shares shall be entitled to elect instead to receive a pro rata portion of Sino’s trust account, as provided in Sino’s charter documents; and

•          each Sino right will be exchanged for one-tenth of one ordinary share of Holdco.

Upon consummation of the share exchange, the WFG securityholders will receive from Holdco:

•          cash equal to the amount of cash remaining in Sino’s trust fund after payment of all amounts to public stockholders that exercise their conversion rights, less $5,000,000 (provided that the cash consideration shall not exceed $25,000,000); and

•          a number of ordinary shares of Holdco determined by dividing (a) $168,000,000 less the cash consideration by (b) $10.00.

Notwithstanding the foregoing, the WFG shareholders shall have the option to forego receiving any cash consideration and instead receive such consideration in additional ordinary shares of Holdco. If the WFG shareholders were to forego receiving all of the cash consideration, they would receive up to an additional 2,500,000 ordinary shares of Holdco.

Headquarters; Stock Symbols

After completion of the transactions contemplated by the merger agreement:

•          the corporate headquarters and principal executive offices of Holdco will be located at 1F, Building 7, No. 58 Jianguo Road, Chaoyang District, Beijing 100024, PRC, which are WFG’s current corporate headquarters and its registered office will be located at P.O. Box 309, Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands; and

•          if Holdco’s application for listing is approved, Holdco’s ordinary shares will be traded on Nasdaq under the symbol WINS.

Indemnification of Holdco

To provide a fund for payment to Holdco with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations and warranties and covenants by WFG and its shareholders, and for certain other indemnifiable matters, there will be placed in escrow (with an independent escrow agent) an aggregate of 10% of the ordinary shares of Holdco issued to the WFG shareholders at closing (“Indemnity Escrow Fund”). The shares to be placed in escrow will be allocated among the WFG shareholders pro rata in proportion to their ownership interest in WFG immediately prior to the closing of the transactions. A copy of the escrow agreement is attached to this proxy statement/prospectus as Annex F .

Claims for indemnification may be asserted against the Indemnity Escrow Fund by Holdco once its damages exceed a $2,000,000 deductible, in which event the amount payable shall be the amount of the entire loss; provided,

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however, that such deductible shall not apply to certain actions or omissions by WFG or its subsidiaries prior to the closing that resulted in or result in noncompliance with applicable laws. On the date (the “Escrow Release Date”) that is the earlier of (a) the 30 th day after the date Holdco has filed with the SEC its Annual Report for the year ending December 31, 2016 and (b) March 31, 2017, the escrow agent will release the original number of escrow shares, less amounts previously applied in satisfaction of or reserved with respect to indemnification claims. The aggregate liability for indemnifiable losses shall not exceed the original number of escrow shares in the case of all indemnifiable claims. Holdco will have no claim against the WFG shareholders at closing other than against the Indemnity Escrow Fund. Other than with respect to actual fraud or intentional or willful misrepresentation or omission, Holdco’s rights to indemnification will be its sole remedy with respect to any and all claims for money damages arising out of or relating to the merger agreement.

Sale Restriction; Resale Registration

The WFG shareholders will not be able to sell any of the ordinary shares of Holdco that they receive as a result of the share exchange until the day preceding the day that is twelve months the closing date of the merger agreement (subject to limited exceptions). The restriction on sales will end earlier than such date with respect to 50% of the shares if the closing price of the Holdco ordinary shares exceeds $13.00 per share for any 20 trading days within a 30-trading day period following the consummation of the transactions. Each WFG securityholder will be required to enter into a lock-up agreement to such effect as a condition to exchanging their capital stock of WFG for the Holdco shares in connection with the share exchange. These lock-up provisions are substantively identical to the restrictions on transfer imposed on Sino’s initial stockholders with respect to their initial shares.

Holdco will enter into an amended and restated registration rights agreement at the closing of the transactions with the WFG shareholders. Under the registration rights agreement, the WFG shareholders will have certain “demand” and “piggyback” registration rights under the Securities Act of 1933, as amended (“Securities Act”), with respect to the resale of Holdco ordinary shares issued to them in the share exchange. Notwithstanding such registration rights, the sale restriction described above shall remain in effect until its expiration.

Background of the Merger

The terms of the merger agreement are the result of arm’s-length negotiations between representatives of Sino and WFG. The following is a brief discussion of the background of these negotiations, the merger agreement and related transactions.

On September 2, 2014, Sino closed its initial public offering of 4,000,000 units, with each unit consisting of one share of its common stock and one right to receive one-tenth of one share of common stock upon consummation of an initial business combination. On September 24, 2014, Sino consummated the sale of an additional 80,100 units which were subject to an over-allotment option granted to the underwriter of its initial public offering. The units from the initial public offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $40,801,000. Simultaneously with the consummation of the initial public offering, Sino consummated the private sale of 210,000 units to one of its initial stockholders at $10.00 per unit for an aggregate purchase price of $2,100,000. $38,701,000 of the net proceeds from the initial public offering, together with $2,100,000 raised from the private sale of units, for a total of $40,801,000, was deposited into the trust account and the remaining proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses.

Promptly following Sino’s initial public offering, Sino’s officers and directors contacted several investment bankers, private equity firms, consulting firms, capital management companies, industry associations and other third parties in China in an effort to identify prospective targets for a business combination. Sino’s officers and directors also contacted relationships it had through its Nankai University and Tsinghua University alumni network.

Through this search, Sino identified and reviewed information with respect to over 100 potential target businesses.

During the search, Sino narrowed its focus on approximately 20 potential target businesses with which it had substantial discussions regarding the type and amount of consideration to be provided relative to a potential transaction, and delivered preliminary written or oral indications of interest to them.

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Of these target businesses, Sino further narrowed its focus to five target businesses (including WFG) that it thought were most suitable for a potential transaction:

•          In September 2014, Sino commenced discussions with a financial leasing company formed in Tianjin in November 2011 which focused on leasing in various sectors including medical, marine equipment and manufacturing equipment. In December 2014, the parties had reached a preliminary agreement on the significant terms of a transaction but Sino was later informed that this target business had determined to pursue its own initial public offering instead of a transaction with Sino. As a result, discussions were terminated with this target business in late December 2014.

•          In September 2014, Sino also commenced discussions with a joint venture enterprise in the financial leasing industry. This target business had a shorter operating history but had signed several important contracts which might contribute to the target’s rapid growth in revenue and net income. The parties met several times in an attempt to agree on terms of a transaction but could not do so as a result of differences on what valuation should be ascribed to the target. As a result, discussions terminated with this target in February 2015.

•          In September 2014, Sino also commenced discussions with a financial guarantee company which was headquartered in Beijing with a few branches throughout China. The target had a strong 10-year operating history but had recently experienced a financial downturn due to a significant default in 2012 and was in need of a capital injection to resume its business. The parties meet several times to discuss a potential transaction but through negotiations, it became clear that the target would require an additional amount of time to organize its affairs in order to move forward with a transaction with Sino. As a result, Sino determined to terminate discussions in January 2015.

•          In October 2014, Sino commenced discussions with a Chinese commercial guarantee business formed in 2007. This target had a solid reputation within the industry and was mainly focused on the steel industry. This target’s business also had recently experienced a downturn due to an oversupply in the Chinese steel industry and was attempting to expand its business to access a new capital injection. The parties met several times to discuss a potential transaction but discussions broke down due to a disagreement over valuation and negotiations were terminated in December 2014.

On October 8, 2014, Sino was contacted by Junfeng Zhao, President and Chief Financial Officer of WFG. Mr. Zhao had learned that Sino was looking for a potential merger partner through public information. WFG was considering a public offering in the future and representatives of WFG believed a transaction with Sino could be a suitable alternative.

On October 15, 2014, the parties executed a confidentiality and non-disclosure agreement. From October 15, 2014 to November 10, 2014, WFG provided Sino with a variety of initial due diligence items, including various financial information, and Sino conducted numerous conference calls with WFG’s management to better understand and verify the information provided.

On November 11, 2014, Jianming Hao, Sino’s Chief Executive Officer, and Peiling (Amy) He, Sino’s Chief Financial Officer, visited WFG’s Beijing Office to meet with Renhui Mu, Chief Executive Officer of WFG, and Mr. Zhao. In this meeting, Messrs. Mu and Zhao discussed WFG’s goals towards expanding WFG’s business nationwide and expressed their interest in obtaining support from the capital markets. The parties also reviewed the potential structure and terms of a proposed transaction structure.

On November 14, 2014, Sino provided WFG with an illustrative economic analysis of a potential transaction and, on November 20, 2014, reviewed the analysis with Messrs. Mu and Zhao.

On November 24 and throughout the subsequent week, WFG provided Sino with a summary of financial projections which Sino reviewed.

Between December 1, 2014 and December 5, 2014, Mr. Hao and Mr. Mu communicated several times regarding the potential deal structure and valuation of WFG. The parties then met intermittently over the next two weeks to continue discussions regarding the proposed transaction. On December 22, 2014, the parties arrived at a preliminary agreement on the material transaction terms and executed a non-binding letter of intent reflecting that agreement. The letter of intent contemplated that, at the closing of the transaction, in exchange for 100% of the outstanding

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shares of WFG, Sino would pay the shareholders of WFG (a) $28,000,000 in cash and (b) issue shares of common stock representing 71% of the to be outstanding shares of the combined company.

From December 23, 2014 to January 8, 2015, Sino’s management team, including Mr. Hao, Richard Xu, Sino’s President, and Ms. He visited WFG’s Beijing and Jinzhong offices to perform additional comprehensive onsite due diligence, including interviewing WFG’s key employees and reviewing WFG’s legal, accounting and corporate documentation.

From January 9, 2015 to February 28, 2015, Sino’s management team continued its due diligence review of WFG’s information, including conducting many conference calls with WFG’s management and other key employees. At this time, Sino also provided WFG with a list of the information it would need to be included in this proxy statement/prospectus and WFG commenced preparing its necessary information.

From January 15, 2015 to February 13, 2015, GCA performed a valuation analysis of WFG. On February 13, 2015, GCA provided Sino with a preliminary conclusion on the valuation of WFG which was subsequently followed by a formal valuation report on February 26, 2015.

Between December 24, 2014 and February 28, 2015, King & Wood Mallesons (“King & Wood”), a Chinese law firm, performed additional legal due diligence on WFG’s Chinese subsidiaries, Johnny K. K. Leung & Co., a Hong Kong law firm performed additional legal due diligence on WFG’s Hong Kong subsidiary, and Maples and Calder, a British Virgin Islands law firm, performed additional legal due diligence on WFG’s British Virgin Islands holding company.

On February 28, 2015 and March 2, 2015, members of Sino’s and WFG’s management teams met at WFG’s Beijing office to discuss the results of this additional due diligence review. Based on this review, the parties agreed that the total transaction consideration would be equal to $168 million comprised of (a) cash consideration of at least $10 million and a maximum of $28 million, depending on the cash remaining on the trust account and (b) shares of the surviving company valued at an amount equal to $168 million less the cash consideration, divided by $10.

On March 10, 2015, Graubard Miller circulated a first draft of the merger agreement to all parties.

On March 18, 2015, representatives of Sino discussed with Messrs. Mu and Zhao via teleconference call Sino’s expected expenses to be incurred in connection with the transactions. After discussion, it was determined that the merger consideration would be revised to reflect that (a) $5 million of the cash remaining in Sino’s trust account would be deducted from the cash consideration payable to WFG’s shareholders to cover Sino’s expenses related to the transactions with any remaining balance to be available for the combined company’s working capital following the closing and (b) the maximum cash to be paid to WFG’s shareholders would be reduced to $25 million.

On March 20, 2015, legal counsel for WFG provided comments on the draft merger agreement.

On March 24, 2015, legal counsel for Sino circulated a revised draft of the merger agreement reflecting the changes to the merger consideration discussed on the March 18, 2015 teleconference call as well as certain other changes.

On March 26, 2015, legal counsel for WFG provided additional comments on the revised draft of the merger agreement, including providing for registration rights to the WFG shareholders as described elsewhere in this proxy statement/prospectus. Also on March 26, 2015, legal counsel for Sino circulated drafts of the ancillary agreements to the merger agreement.

On March 27, 2015, legal counsel for Sino circulated a further revised draft of the merger agreement reflecting certain additional legal changes to the agreement.

On March 30, 2015, legal counsel for WFG provided further legal comments on the merger agreement.

On March 31, 2015 and April 1, 2015, legal counsel for Sino circulated further revised drafts of the merger agreement.

On April 9, 2015, legal counsel for Sino circulated a final draft of the merger agreement in the form as it was executed, which final draft included the ability of the WFG shareholders to forgo receiving the cash consideration and instead receive additional ordinary shares of Holdco.

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On April 10, 2015, a telephonic meeting of Sino’s board of directors was held. All directors were present on this call, as were the following invited individuals: Brian L. Ross and Jeffrey M. Gallant of Graubard Miller and Max Tsang and Keith Liu of GCA. Prior to the meeting, copies of the significant transaction documents, in substantially final form, were delivered to the directors. Mr. Xu and Ms. He led a discussion of the search for a target business and detailed the dynamics of the WFG transaction. At the request of the Sino board, Mr. Tsang of GCA then reviewed and discussed GCA’s financial analyses with respect to WFG and the proposed transactions. Thereafter, GCA rendered its oral opinion to the Sino board (which was confirmed in writing by delivery of GCA’s written opinion dated the same date), as to, as of April 10, 2015, (i) the fairness, from a financial point of view, to Sino of the merger consideration to be paid by Sino in the share exchange pursuant to the merger agreement and (ii) whether WFG had a fair market value equal to at least 80% of the balance of funds in Sino’s trust account (excluding deferred underwriting commissions and taxes payable). The full text of the written opinion of GCA, which describes, among other things, the assumptions, qualifications, limitations and other matters considered in connection with the preparation of its opinion is attached as Annex B . After considerable review and discussion, the merger agreement and related documents were unanimously approved, subject to final negotiations and modifications, and the Sino board determined to recommend the approval of the merger agreement.

The merger agreement was signed on April 24, 2015. Prior to the market open on April 27, 2015, Sino issued a press release announcing the execution of the merger agreement and some of the salient terms of the merger agreement. Sino also filed a Current Report on Form 8-K, which included the press release, the merger agreement and a presentation which provided a summary of the deal terms and additional details on WFG’s operations.

On May 5, 2015, the parties amended the merger agreement solely to correct certain ministerial disclosures  contained therein.

Sino’s Board of Directors’ Reasons for Approval of the Transactions

The consideration to be paid to the WFG shareholders pursuant to the merger agreement was determined by several factors. Sino’s board of directors reviewed various industry and financial data in order to determine that the consideration to be paid to WFG was reasonable and that the transactions were in the best interests of Sino’s stockholders. The financial data reviewed included WFG’s historical and projected financial statements, comparable publicly traded company analyses prepared by Sino’s management, an analysis of proforma capital structure and trading multiples prepared by Sino’s management and analyses provided by GCA.

Sino conducted a due diligence review of WFG that included an industry analysis; an analysis of WFG’s existing business model; historical and projected financial results; and a valuation analysis in order to enable its board of directors to ascertain the reasonableness of the consideration being paid. During its negotiations with WFG, Sino did not receive services from any financial advisor to assist it in determining what consideration to offer to WFG because its officers and directors believe that their experience and backgrounds were sufficient to enable them to make the necessary analyses and determinations.

Sino’s management, including the members of its board of directors, has long and diverse experience in both operational management and investment and financial management and analysis and, in its opinion, was suitably qualified to conduct the due diligence and other investigations and analyses required in connection with Sino’s search for a merger partner. From March 2012 to August 2014, Jianming Hao, Sino’s Executive Chairman of the Board and Chief Executive Officer, served as a Partner of Beijing CAC Capital, a private equity firm with approximately $330 million (RMB 2 billion) under management, and the Chief Executive Officer of Huafu Tiancheng Investment Management Company, a $15 million (RMB 100 million) Beijing government fund with three completed investments. From 2010 to August 2014, Richard Xu, Sino’s President, served as the President of CIFCO International Group, a financial advisory firm focused on overseas investments in Chinese enterprises. From May 2012 to August 2014, Amy He, Sino’s Chief Financial Officer, served as Chief Financial Officer of Deyu Agriculture Corp., a vertically integrated producer, processor, marketer and distributor of organic and other agricultural products made from corn and grains operating in Shanxi Province in the People’s Republic of China. Sino’s management believes that this experience makes Sino’s board qualified to render an opinion on the merits of this transaction. More detailed descriptions of the experience of Sino’s board of directors are included in the section of this proxy statement/prospectus entitled “Other Information Related to Sino — Director and Executive Officers.”

The Sino board of directors concluded that the merger agreement with WFG was in the best interests of Sino’s stockholders. The Sino board of directors considered a wide variety of factors in connection with its evaluation of the transactions. In light of the complexity of those factors, the Sino board of directors did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the Sino board may have given different weight to different factors.

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In considering the transactions, the Sino board of directors gave considerable weight to the following factors:

•          WFG’s strong financial position . WFG’s net book value is in excess of $200 million with a significant portion in cash as well as guarantee deposits and short-term investments in assets management products, which could easily be converted to cash. The Sino board of directors believes this will provide strong support for any potential strategic business expansions.

•          WFG’s nationwide business . WFG’s licenses in its leasing segments are nationwide. The Sino board of directors believes this will provide greater access to new customers.

•          Ability to use WFG’s existing business as a platform to build a comprehensive suite of financial solutions to customers.  The Sino board of directors believes WFG’s existing business can form the beginning of a comprehensive suite of lending and financing solutions that can be offered to borrowers in China (especially under-served SMEs). Through a mix of strategic acquisitions of non-banking financial institutions, such as financing guarantee, financing leasing and commercial factoring providers, and an expansion of WFG’s existing base in the financing business, the Sino board believes WFG can eventually establish itself as a full-service Internet lending platform aimed at serving all areas of needs of SMEs in China as both capital providers and users.

•          WFG’s strong risk management system.  WFG’s risk control and management system led to WFG having a default rate of 0.4% for the year ended June 30, 2014 and 0.5% for the year ended June 30, 2013. Further, all of WFG’s outstanding guarantee obligations are for a term of one year or less. The Sino board of directors believes that WFG’s risk management system and short term guarantee obligations reduce the risk that WFG will incur liability exposure from customer defaults.

•          Attractive industry dynamics.  SMEs have become an indispensable driver in promoting economic and employment growth in the PRC, driving technological and enterprise system innovation and contributing to China’s economic transformation. The Sino board of directors viewed the potential growth in the industry that WFG engages in very appealing and believes it will allow shareholders to participate in a company with significant growth potential. Furthermore, the industry is highly fragmented and the Sino board believes there are numerous opportunities for strategic acquisitions at attractive prices.

Sino’s board of directors also considered the following potentially negative factors associated with the transactions with WFG:

•          Lack of diversification . While WFG holds licenses for both financial guarantee and financial leasing, 90% of its business is from the financial guarantee side and its financial leasing business, mostly derived from the financial guarantee clients, has not been cultivated fully. Furthermore, most of WFT’s business originates from its local city, Jinzhong in the Shanxi Province of China.

•          Regulatory concerns . WFG is subject to certain regulatory compliance issues which could lead to potential liability in the future. These include guaranteeing amounts in excess of a certain percentage of WFG’s net assets and the failure to make certain social insurance and unemployment insurance payments, all in violation of existing regulations. For complete details on such compliance issues, see the section titled “ Business of WFG — Non-Compliance of Laws and Regulations .”

•          Corporate governance practices . WFG’s current corporate governance structure and practices do not meet with the prevailing international standards and will need to be thoroughly reviewed and strengthened following consummation of the transactions.

Sino’s board of directors concluded, however, that the potentially negative factors associated with the transactions with WFG were outweighed by the potential benefits of the transactions described above.

Opinion of Financial Advisor

In making its determination with respect to the transactions, Sino’s board of directors also considered the financial analysis reviewed by GCA with the Sino board, and the oral opinion of GCA to the Sino board (which was subsequently confirmed in writing by delivery of GCA’s written opinion dated the same date), as to, as of April 10, 2015, (i) the fairness, from a financial point of view, to Sino of the merger consideration to be paid by Sino pursuant to the merger agreement and (ii) whether WFG had a fair market value equal to at least 80% of

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the balance of funds in Sino’s trust account (exclusive of deferred underwriting commissions and taxes payable). See “ The Merger — Opinion of the Financial Advisor to the Board of Directors of Sino .”

Satisfaction of 80% Test

It is a requirement under Sino’s amended and restated certificate of incorporation that any business acquired by Sino have a fair market value equal to at least 80% of the balance of the funds in the trust account (exclusive of deferred underwriting commissions and taxes payable) at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of WFG generally used to approve the transaction, including a comparison of comparable companies and a discounted cash flow analysis, the Sino board of directors determined that this requirement was met. The board determined that consideration being paid in the transaction merger, which amount was negotiated at arms-length, was fair to and in the best interests of Sino and its stockholders and appropriately reflected Sino’s value. In reaching this determination, the board concluded that it was appropriate to base such valuation on qualitative factors such as management strength and depth, competitive positioning, customer relationships, and technical skills as well as quantitative factors such as WFG’s historical growth rate and its potential for future growth in revenues and profits. Sino’s board of directors believe that the financial skills and background of its members qualify it to conclude that the acquisition of WFG met this requirement. In addition, the Sino board of directors considered the financial analysis reviewed by GCA with the Sino board, and the oral opinion of GCA to the Sino board (which was subsequently confirmed in writing by delivery of GCA’s written opinion dated the same date), as to, as of April 10, 2015, whether WFG had a fair market value equal to at least 80% of the balance of funds in Sino’s trust account.

Interests of Sino’s Directors and Officers in the Transactions

In considering the recommendation of the board of directors of Sino to vote in favor of approval of the merger proposal, the charter amendments proposal and the other proposals, stockholders should keep in mind that Sino’s initial stockholders, including its directors and executive officers, have interests in such proposals that are different from, or in addition to, those of Sino stockholders generally. In particular:

•          If the merger or another business combination is not consummated by June 1, 2016 (or September 1, 2016 if certain conditions are met), Sino will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 1,020,025 initial shares held by Sino’s initial stockholders, including its directors and officers, which were acquired for an aggregate purchase price of $25,000 prior to Sino’s initial public offering, would be worthless because Sino’s initial stockholders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of $[•] based upon the closing price of $[•] per share on the Nasdaq on [•], 2015.

•          An affiliate of Jianming Hao, Sino’s Chief Executive Officer, purchased an aggregate of 210,000 private units from Sino for an aggregate purchase price of $2,100,000 (or $10.00 per unit). These purchases took place on a private placement basis simultaneously with the consummation of the initial public offering. All of the proceeds Sino received from these purchases were placed in the trust account. Such units had an aggregate market value of $[•] based upon the closing price of $[•] per unit on the Nasdaq on [•], 2015. The purchaser of the private units waived the right to participate in any redemption or distribution with respect to such private units. Accordingly, the Sino shares and rights underlying the private units will become worthless if Sino does not consummate a business combination (as will the Sino rights held by public stockholders).

•          The transactions contemplated by the merger agreement provide that Jianming Hao, Richard Xu and Bradley Reifler will be directors of Holdco. As such, in the future each may receive cash fees, stock options or stock awards that the Holdco board of directors determines to pay to its directors. Additionally, Jianming Hao, Richard Xu and Amy He will be officers of Holdco after the closing of the transactions and will enter into employment agreements providing for them to receive base salaries of $156,000, $144,000 and $144,000, respectively.

•          If a business combination is not consummated within the required time period, Jianming Hao will be personally liable to ensure that the proceeds in the trust account are not reduced by the claims of target

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businesses or claims of vendors or other entities that are owed money by Sino for services rendered or contracted for or products sold to Sino, but only if such a vendor or target business has not executed such a waiver.

•          Sino’s officers, directors, initial stockholders and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Sino’s behalf, such as identifying and investigating possible business targets and business combinations. If Sino fails to consummate the business combination with WFG, they will not have any claim against the trust account for the reimbursement of these expenses. Accordingly, Sino may not be able to reimburse these expenses if the business combination with WFG is not completed. As of [•], 2015, Sino’s officers, directors, initial stockholders and their affiliates had incurred approximately $[•] of unpaid reimbursable expenses.

•          If Sino is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, Jianming Hao has agreed to advance Sino the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expenses.

Recommendation of Sino’s Board of Directors

After careful consideration of the matters described above, Sino’s board of directors determined that each of the merger proposal, the charter proposals, the incentive compensation plan proposal and the adjournment proposal, if presented, are fair to and in the best interest of Sino’s stockholders and unanimously recommends that you vote or give instructions to vote “FOR” each of these proposals.

The foregoing discussion of the information and factors considered by the Sino board of directors is not meant to be exhaustive, but includes the material information and factors considered by the Sino board of directors.

Opinion of Financial Advisor to the Board of Directors of Sino

On April 10, 2015, GCA rendered its oral opinion to the Sino board (which was confirmed in writing by delivery of GCA’s written opinion dated such date), that, as of April 10, 2015, (i) the consideration to be paid by Sino in the share exchange pursuant to the merger agreement was fair, from a financial point of view, to Sino and (ii) WFG had a fair market value equal to at least 80% of the balance of funds in Sino’s trust account (exclusive of deferred underwriting commissions and taxes payable).

The summary of the opinion in this proxy statement/prospectus is qualified in its entirety by reference to the full text of the written opinion, which is included as Annex B to this proxy statement/prospectus and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by GCA in preparing its opinion. However, neither GCA’s written opinion nor the summary of its opinion and the related analyses set forth in this proxy statement/prospectus are intended to be, and do not constitute, advice or a recommendation to any stockholder as to how such stockholder should act or vote with respect to any matter relating to the proposed transactions.

The opinion was addressed to the Sino board for the use and benefit of the members of the Sino board (in their capacities as such) in connection with the Sino board’s evaluation of the transactions. The opinion is not intended to and does not constitute advice or a recommendation to any of Sino’s stockholders or any other security holders as to how such holder should vote or act with respect to any matter relating to the transactions or otherwise. GCA’s opinion should not be construed as creating any fiduciary duty on GCA’s part to Sino or any other party to the merger agreement, any security holder of Sino or such other party, any creditor of Sino or such other party, or any other person. GCA’s opinion was just one of the several factors the Sino board took into account in making its determination to approve the transactions, including those described elsewhere in this proxy statement/prospectus.

GCA’s opinion was limited to whether, as of the date of such opinion, the consideration to be paid by Sino in the share exchange was fair to Sino, from a financial point of view, and whether the fair market value of WFG equaled or exceeded 80% of the amount held by Sino in trust for the benefit of its public stockholders (excluding any deferred underwriting commissions and taxes payable on the income earned on such funds) and does not address any other terms, aspects or implications of the transactions, including, without limitation, the form or structure of the transactions, any consequences of the transactions on Sino, its stockholders, creditors or any other constituencies of

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Sino, or any terms, aspects or implications of any voting, support, stockholder, or other agreements, arrangements or understandings contemplated or entered into in connection with the transactions or otherwise. The opinion also does not consider, address or include: (i) any other strategic alternatives currently (or which have been or may be) contemplated by Sino; (ii) the legal, tax or accounting consequences of the transactions on Sino, its stockholders or any other party; (iii) the fairness of the amount or nature of any compensation to any officers, directors or employees of WFG, or class of such person, relative to the compensation paid to any other party; or (iv) whether Sino has sufficient cash, available lines of credit or other sources of funds to enable it to pay the consideration in the share exchange at the closing of the transactions. Furthermore, GCA did not express any opinion as to the prices, trading range or volume at which Sino’s securities will trade following public announcement or consummation of the transactions.

GCA’s analysis and opinion were necessarily based upon market, economic, and other conditions, as they exist on, and could be evaluated as of the date of the opinion. Accordingly, although subsequent developments could arise that would otherwise affect its opinion, GCA did not assume any obligation to update, review, or reaffirm the opinion to the Sino board or any other person or otherwise to comment on or consider events occurring or coming to GCA’s attention after the date of the opinion.

In arriving at its opinion, GCA made such reviews, analyses, and inquiries as GCA deemed necessary and appropriate under the circumstances. Among other things, GCA:

•          discussed the transactions and related matters with Sino’s counsel and reviewed a draft copy of the merger agreement;

•          reviewed the audited financial statements of WFG and its subsidiaries for the two years ended December 31, 2012 and December 31, 2013, and unaudited consolidated financial statements of WFG and its subsidiaries for the period from January 1, 2014 through December 31,2014 prepared under the generally accepted accounting principles of China;

•          reviewed and discussed with Sino’s management certain other publicly available information concerning Sino and WFG;

•          held discussions with WFG’s management, including, without limitation, with respect to, estimates of certain transaction charges and the pro forma financial impact of the transactions on WFG;

•          reviewed certain non-publicly available information concerning WFG, including internal financial analyses and forecasts prepared by management of WFG which we were directed by Sino to use for purposes of its analysis, and held discussions with WFG’s senior management regarding the latest business developments;

•          reviewed and analyzed certain publicly available financial and stock market data relating to selected public companies that GCA considered relevant to its analysis;

•          compared the equity values of WFG implied by the various financial analyses it conducted to the amount held in trust by Sino for the benefit of its public stockholders (excluding any deferred underwriting commissions and taxes payable on the income earned on such funds);

•          participated in certain discussions and negotiations between representatives of Sino and WFG;

•          conducted such other financial studies, analyses and investigations and considered such other information as GCA deemed necessary or appropriate for purposes of its opinion; and

•          took into account its assessment of general economic, market and financial conditions and it experience in other transactions, as well as its experience in securities valuations and GCA’s knowledge of WFG’s industry generally.

In rendering its opinion, GCA relied upon and assumed, with the Sino board’s acknowledgement and consent, without independent investigation or verification, the accuracy and completeness of all of the financial and other information that was provided to GCA by or on behalf of Sino or WFG, or that was otherwise reviewed by GCA, and did not assume any responsibility for independently verifying any of such information. With respect to the financial forecasts regarding WFG prepared by management of WFG and supplied to GCA by Sino and WFG, as applicable, GCA assumed, at the direction of Sino, that they were reasonably prepared on the basis reflecting the best currently

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available estimates and judgments of the management of Sino and WFG, as applicable, as to the future operating and financial performance of WFG and that they provided a reasonable basis upon which GCA could form the opinion. Such forecasts and projections were not prepared with the expectation of public disclosure. All such projected financial information is based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions. Accordingly, actual results could vary significantly from those set forth in such projected financial information. GCA relied on this projected information without independent verification or analysis and did not in any respect assume any responsibility for the accuracy or completeness thereof. For purposes of the opinion, GCA also assumed, at the Sino board’s direction and with the Sino board’s consent, that the per share value of the ordinary shares of Holdco to be issued to WFG shareholders in the share exchange is equal to the current cash per share held in trust for the benefit of Sino’s public stockholders.

GCA also confirmed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of Sino, Holdco or WFG between the date of valuation and the date of the opinion. GCA did not make or obtain any independent evaluation, appraisal or physical inspection of Sino’s, Holdco’s or WFG’s individual assets or liabilities, nor has GCA been furnished with any such evaluation or appraisal. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty and assumptions, GCA assumes no responsibility for their accuracy.

GCA has assumed, with Sino’s consent, that there are no factors that would delay or subject to any adverse conditions any necessary regulatory or governmental approval and that all conditions to the transactions will be satisfied and not waived. In addition, GCA assumed that the merger agreement would not differ materially from the draft they reviewed. GCA also assumed that the transactions would be consummated substantially on the terms and conditions described in the merger agreement, without any waiver of material terms or conditions by Sino or any other party and without any adjustment to the consideration to be received by the WFG shareholders, and that obtaining any necessary regulatory approvals or satisfying any other conditions for consummation of the transactions will not have an adverse effect on Sino, WFG or the transactions. GCA assumed that the transactions will be consummated in a manner that complies with the applicable provisions of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, Section 16(a) of the Exchange Act and all other applicable United States federal and state statutes, rules and regulations and all other laws applicable to Sino, Holdco, WFG, and Holdco. GCA further assumed that Sino had relied upon the advice of its counsel, independent accountants and other advisors (other than GCA) as to all legal, financial reporting, tax, accounting and regulatory matters with respect to Sino, Holdco, WFG, the transactions and the merger agreement.

In connection with preparing its opinion, GCA performed a variety of financial analyses. The following is a summary of the material financial analyses performed by GCA in connection with the preparation of its opinion. It is not a complete description of all analyses underlying such opinion. The preparation of an opinion is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. As a consequence, neither GCA’s opinion nor the respective analyses underlying its opinion is readily susceptible to partial analysis or summary description. In arriving at its opinion, GCA assessed as a whole the results of all analyses undertaken by it with respect to the opinion. While it took into account the results of each analysis in reaching its overall conclusions, GCA did not make separate or quantifiable judgments regarding individual analyses and did not draw, in isolation, conclusions from or with regard to any individual analysis or factor. Therefore, GCA believes that the analyses underlying the opinion must be considered as a whole and that selecting portions of its analyses or the factors it considered, without considering all analyses and factors underlying the opinion collectively, could create a misleading or incomplete view of the analyses performed by GCA in preparing the opinion.

The implied valuation reference ranges indicated by GCA’s analyses are not necessarily indicative of actual values nor predictive of future results, which may be significantly more or less favorable than those suggested by such analyses. Much of the information used in, and accordingly the results of, GCA’s analyses are inherently subject to substantial uncertainty.

The following is a summary of the material financial analyses performed by GCA in connection with the preparation of its opinion.

For purposes of its analyses, GCA considered the implied value of the consideration to be paid in the share exchange of $168,000,000, assuming the issuance of a number shares based upon the liquidation value per share of Sino

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common stock of $10.00, which Sino advised GCA, and GCA, with the consent of the Sino board, assumed was a reasonable basis upon which to evaluate the Sino common stock.

Share prices for the selected companies used in the selected companies analysis described below were as of December 31, 2014. Financial information such as shareholders’ equity for the selected companies listed below as of December 31, 2014 (if not available, December 31, 2013) were based on publicly information available.

Estimates of financial performance for WFG for the year ended December 31, 2014, was based on the internal financial statements prepared by WFG management and provided to GCA and for the years ending December 31, 2015 to 2019 were based on the WFG projections.

Discounted Cash Flows Analysis

GCA performed a discounted cash flow analysis of WFG by calculating the estimated net present value of WFG’s free cash flows attributable to WFG from 2015 to 2019 using WFG’s projection and estimates of the terminal value of WFG after 2019. In performing this analysis, GCA applied discount rates ranging from 21.94% to 25.94% to the projected free cash flows attributable to WFG’s financial leasing business and discount rates ranging from 14.05% to 18.05% to the projected free cash flows attributable to WFG’s financial guarantee business, and applied perpetual growth rates ranging from 2% to 4% to estimate the terminal value. This analysis indicated an implied equity value reference range of $207,000,000 (RMB1,283,000,000) to $283,000,000 (RMB 1,755,000,000) for WFG, as compared to the implied value of the consideration to be paid in the share exchange of $168,000,000.

Selected Companies Analysis

GCA considered certain financial data for WFG and selected companies with publicly traded equity securities GCA deemed relevant. The selected companies were selected because they were deemed to be similar to WFG in one or more respects including, the nature of their business, size, and financial performance. Because companies are not identical or necessarily directly comparable to one another, identification of companies for use in a selected companies analysis involves the exercise of qualitative judgment. The selected companies with publicly traded equity securities were:

•          Far East Horizon Ltd. (3360 Hong Kong Stock Exchange (“HKSE"))

•          Simsen International Corp. (993 HKSE)

•          Sino Credit Holdings Ltd. (628 HKSE)

•          Bohai Leasing Co., Ltd (000415, Shenzhen Stock Exchange of China)

•          China Financial Services Holdings (605 HKSE)

•          Hanhua Financial Holding (3903 HKSE)

•          China Success Finance Group (3623 HKSE)

•          Differ Group Holding Co., Ltd. (8056 HKSE)

The financial data reviewed was share price as multiple of the net book value per share as of December 31, 2014 (or if not available, December 31, 2013), or “P/NBV”. The multiple of P/NBV of these selected companies as of December 31, 2014 ranged from 0.80x to 2.86x.

GCA applied a multiple of 2.00x to the net book value of WFG’s financial leasing business as of December 31, 2014 and a multiple of 1.18x to the net book value of WFG’s financial guarantee business as of December 31, 2014, which resulted in an implied equity value reference of $252,000,000 (RMB1,563,000,000), as compared to the implied value of the consideration to be paid in the share exchnage of $168,000,000.

None of the selected companies have characteristics identical to WFG. An analysis of selected publicly traded companies is not mathematical; rather it involves complex consideration and judgments concerning differences in financial and operating characteristics of the selected companies and other factors that could affect the public trading values of the companies reviewed.

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Other matters relating to GCA’s opinion

GCA, as part of its appraisal services, is regularly engaged in the independent valuation of businesses and securities in connection with mergers and acquisitions of listed and unlisted securities and valuations for estate, corporate and other purposes. GCA has acted as appraiser to Sino in connection with the transactions and received a fee of approximately $37,500 (HK$290,000) for its services, none of which was contingent upon the consummation of the transactions. In addition, Sino has agreed to indemnify GCA for certain liabilities arising out of its engagement.

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THE MERGER AGREEMENT

For a discussion of the merger structure, merger consideration and indemnification provisions of the merger agreement, see the section entitled “ The Merger Proposal .” Such discussion and the following summary of other material provisions of the merger agreement is qualified by reference to the complete text of the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. All stockholders are encouraged to read the merger agreement in its entirety for a more complete description of the terms and conditions of the transactions.

Closing and Effective Time of the Transactions

The closing of the transactions will take place on the third business day following the satisfaction or waiver of the conditions described below under the subsection entitled “ Conditions to the Closing of the Transactions ,” unless Sino and WFG agree in writing to another time. The transactions are expected to be consummated as soon as practicable after the special meeting of Sino’s stockholders described in this proxy statement/prospectus.

Representations and Warranties

Except as limited below, the merger agreement contains representations and warranties of each of Sino, Holdco and WFG generally relating, among other things, to:

•          proper organization and similar corporate matters;

•          subsidiaries;

•          capital structure of each company;

•          the authorization, performance and enforceability of the merger agreement;

•          required filings and consents and absence of conflicts;

•          compliance with laws and other legal requirements;

•          absence of undisclosed liabilities;

•          absence of certain changes or events;

•          litigation;

•          employee benefit plans;

•          labor matters;

•          restrictions on business activities;

•          real property, leases and personal property;

•          taxes;

•          environmental matters;

•          brokerage and similar fees;

•          intellectual property;

•          contracts and commitments;

•          insurance;

•          interested party transactions;

•          indebtedness;

•          in the case of Sino, listing or quotation of its securities;

•          board approval;

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•          stockholder approval;

•          absence of illegal or improper transactions; and

•          in the case of Sino, amount of funds in the trust account and execution of the Founding Shareholder Agreements.

Covenants

Sino and WFG have each agreed to take such actions as are necessary, proper or advisable to consummate the transactions. Each of them has also agreed to continue to operate their respective businesses in the ordinary course consistent with past practices prior to the closing and not to take the following actions, among others, except as permitted by the agreement, without the prior written consent of the other party:

•          waive any stock repurchase rights, accelerate, amend or change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans;

•          transfer or license to any person or otherwise extend, amend or modify any material rights to any intellectual property or enter into grants to transfer or license to any person future patent rights, other than in the ordinary course of business consistent with past practices provided that in no event will either party license on an exclusive basis or sell any of its intellectual property;

•          grant any severance or termination pay to any officer or employee outside the ordinary course of business except pursuant to applicable law, written agreements outstanding, or policies currently existing and disclosed to the other party, or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement or arrangement;

•          declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any capital stock or split, combine or reclassify any capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any capital stock;

•          purchase, redeem or otherwise acquire, directly or indirectly, any shares of capital stock of WFG, its subsidiaries or Sino;

•          issue, deliver, sell, authorize, pledge or otherwise encumber, or agree to any of the foregoing with respect to, any shares of capital stock or any securities convertible into or exchangeable for shares of capital stock, or subscriptions, rights, warrants or options to acquire any shares of capital stock or any securities convertible into or exchangeable for shares of capital stock, or enter into other agreements or commitments of any character obligating it to issue any such shares or convertible or exchangeable securities;

•          amend its charter documents;

•          acquire or agree to acquire by merging or consolidating with, or by purchasing any equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to its business, or enter into any joint ventures, strategic partnerships or alliances or other arrangements that provide for exclusivity of territory or otherwise restrict such party’s ability to compete or to offer or sell any products or services;

•          sell, lease, license, encumber or otherwise dispose of any properties or assets, except (i) sales of inventory and property, plant and equipment in the ordinary course of business consistent with past practice, and (ii) the sale, lease or disposition (other than through licensing) of property or assets that are not material, individually or in the aggregate, to the business of such party;

•          except in the ordinary course of business, consistent with past practice, incur any indebtedness for borrowed money or guarantee any such indebtedness of another person or persons, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Sino, WFG or

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any of WFG’s subsidiaries, as applicable, enter into any “keep well” or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing;

•          except in the ordinary course of business, consistent with past practice, adopt or amend any employee benefit plan, policy or arrangement, any employee stock purchase or employee stock option plan, or enter into any employment contract or collective bargaining agreement (other than offer letters and letter agreements entered into in the ordinary course of business consistent with past practice with employees who are terminable “at will”), pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or consultants, except in the ordinary course of business consistent with past practices;

•          pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of the merger agreement) other than the payment, discharge, settlement or satisfaction of claims, obligations or litigations in the ordinary course of business consistent with past practices or in accordance with their terms, or liabilities previously disclosed in financial statements provided to the other party in connection with the merger agreement, or incurred since the date of such financial statements;

•          waive the benefits of, agree to modify in any manner, terminate, release any person from or knowingly fail to enforce any confidentiality or similar agreement to which it is a party or of which it is a beneficiary;

•          except in the ordinary course of business consistent with past practices, modify, amend or terminate any material contract, or waive, delay the exercise of, release or assign any material rights or claims thereunder;

•          except as required by GAAP or as disclosed to the other party prior to signing the merger agreement, revalue any of its assets or make any change in accounting methods, principles or practices;

•          except in the ordinary course of business consistent with past practices, incur or enter into any agreement, contract or commitment requiring such party to pay in excess of $2,000,000 in any 12 month period;

•          settle any material litigation where an officer, director or stockholder is a party or the consideration is other than monetary except in the ordinary course of business consistent with past practices;

•          make or rescind any tax elections that, individually or in the aggregate, could be reasonably likely to adversely affect in any material respect the tax liability or tax attributes of such party, settle or compromise any material income tax liability or, except as required by applicable law, materially change any method of accounting for tax purposes or prepare or file any return in a manner inconsistent with past practice;

•          make capital expenditures in excess of $2,000,000 in the aggregate;

•          make or omit to take any action which would be reasonably anticipated to have a material adverse effect;

•          enter into any transaction with or distribute or advance any assets or property to any of its officers, directors, partners, stockholders or other affiliates other than the payment of salary and benefits in the ordinary course of business consistent with prior practice or, in the case of Sino, advancement or reimbursement of expenses in connection with Sino’s search for a business combination; or

•          agree in writing or otherwise agree, commit or resolve to take any of the foregoing actions.

The merger agreement also contains additional covenants of the parties, including covenants providing for:

•          Sino and Holdco to prepare and file this proxy statement/prospectus, to be used for the purpose of soliciting proxies from the Sino stockholders for the matters to be acted upon at the special meeting;

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•          the appointment of certain officers and directors of Holdco;

•          the protection of confidential information of the parties and, subject to the confidentiality requirements, the provision of reasonable access to information. See the section entitled “ The Merger Agreement — Confidentiality; Access to Information ”;

•          the parties to use commercially reasonable efforts to do all things necessary, proper or advisable to consummate and make effective the merger and the other transactions contemplated by the merger agreement, including obtaining all necessary approvals from governmental agencies and other third parties;

•          WFG’s and its affiliates to waive their rights to make claims against Sino to collect from the trust account any monies that may be owed to them by Sino (except in certain limited exceptions);

•          the parties to use commercially reasonable best efforts to obtain the listing for trading on the Nasdaq of the Holdco ordinary shares. If such listing is not obtained by the closing, the parties shall continue to use their best efforts after the closing to obtain such listing;

•          WFG not to solicit or enter into discussions or transactions with any third party regarding any merger, sale of ownership interests or assets of the other party;

•          Holdco to maintain tail directors’ and officers’ liability insurance policies for a period of six years following the merger;

•          The WFG shareholders to repay any amounts owed by them to WFG, cause any guaranty made by WFG for the benefit of the WFG shareholders to be terminated and cease to own any direct interest in any WFG subsidiary;

•          WFG to provide periodic financial information to Sino through the closing;

•          Sino to cause the trust account to be distributed immediately upon consummation of the transactions and to pay all liabilities and obligations of Sino due or incurred at or prior to the date of closing, including (i) payment to the holders of public shares who elect to convert their shares into cash, (ii) payment of Sino’s income and other tax obligations, (iii) repayment of loans and reimbursement of expenses to directors and officers of Sino, and (iv) payment of transaction costs of Sino;

•          Holdco to enter into employment agreements with Jianming Hao, Renhui Mu, Ricahrd Xu, and Peiling (Amy He) having the general terms set forth in the merger agreement; and

•          Holdco to create a stock incentive plan and allocate to the plan a number of shares equal to 10% of the Holdco ordinary shares outstanding immediately after the closing.

Conditions to Closing of the Merger

General Conditions

Both Sino’s and WFG’s obligations to consummate the transactions contemplated by the merger agreement are conditioned upon, among other things:

•          the merger proposal having been duly approved and adopted by the Sino stockholders by the requisite vote under the laws of Delaware and Sino’s amended and restated certificate of incorporation;

•          holders of no more than 3,080,100 of the public shares having exercised their right to convert their public shares into cash;

•          confirmation from Nasdaq that Holdco meets all the requirements for listing on such exchange other than the requirement to have a sufficient number of round lot holders; and

•          the proxy statement/prospectus being declared effective.

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In addition, each of Sino’s and WFG’s obligations to consummate the transactions contemplated by the merger agreement are conditioned upon, among other things:

•          the representations and warranties of the other party being true and correct as of the date of the merger agreement and on and as of the closing and the other party having performed or complied with all agreements and covenants required by the merger agreement to be performed or complied with on or prior to the closing (except to the extent that any failure to perform or comply is not willful and does not constitute a material adverse effect), and each of Sino and WFG having received a certificate with respect to the foregoing from the other party; and

•          all necessary consents, waivers and approvals required to be obtained by the other party in connection with the merger having been received, other than consents, waivers and approvals the absence of which could not reasonably be expected to have a material adverse effect.

WFG’s Conditions to Closing

The obligations of WFG to consummate the transactions contemplated by the merger agreement also are conditioned upon, among other things:

•          there being no material adverse change affecting Sino;

•          Sino shall be in compliance with public company reporting requirements;

•          certain individuals having resigned from their positions with Sino and Holdco;

•          the amended and restated registration rights agreement shall have been executed and delivered by the parties thereto; and

•          receipt by WFG of opinions of its counsel in agreed form.

Sino’s and Holdco’s Conditions to Closing

The obligations of Sino and Holdco to consummate the transactions contemplated by the merger agreement also are conditioned upon each of the following, among other things:

•          there being no material adverse change affecting WFG;

•          the lock-up agreements shall have been executed and delivered by the parties thereto;

•          Holdco shall have entered into employment agreements with each of Messrs. Hao, Mu, Xu and Ms. He;

•          all outstanding indebtedness owned by any insider of WFG shall have been repaid in full; (ii) all guaranteed or similar arrangements pursuant to which WFG has guaranteed the payment or performance of any obligations of any WFG insider to a third party shall have been terminated; and (iii) no WFG insider shall own any direct equity interests in any subsidiary of WFG;

•          the amended and restated registration rights agreement shall have been executed and delivered by the parties thereto; and

•          receipt by Sino of opinions of its counsel in agreed form.

Waiver

If permitted under applicable law, either WFG or Sino may, in writing, waive any inaccuracies in the representations and warranties made to such party contained in the merger agreement or in any document delivered pursuant to the merger agreement, and waive compliance with any agreements or conditions for the benefit of itself contained in the merger agreement or in any document delivered pursuant to the merger agreement. The conditions applicable to both Sino and WFG’s obligations may only be waived by mutual agreement of both parties. The condition that holders of no more than 3,080,100 of the public shares exercise their right to convert their public shares into a pro-rata portion of the trust account may not be waived. Sino cannot assure you that all of the conditions will be satisfied or waived.

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At any time prior to the closing, either WFG or Sino may, in writing, to the extent legally allowed, extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement.

The existence of the financial and personal interests of the directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Sino and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation.

Termination

The merger agreement may be terminated at any time, but not later than the closing, as follows:

•          by mutual written agreement of Sino and WFG;

•          by either Sino or WFG if the transactions are not consummated on or before December 31, 2015, provided that such termination is not available to a party whose action or failure to act has been a principal cause of or resulted in the failure of the merger to be consummated before such date and such action or failure to act is a breach of the merger agreement;

•          by either Sino or WFG if a governmental entity shall have issued an order, decree, judgment or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the merger, which order, decree, ruling or other action is final and nonappealable;

•          by either Sino or WFG if the other party has breached any of its covenants or representations and warranties in any material respect and has not cured its breach within fifteen days of the notice of an intent to terminate, provided that the terminating party is itself not in breach; or

•          by either Sino or WFG if the transactions shall fail to be approved by holders of Sino’s public shares or the holders of more than 3,080,100 of Sino’s public shares shall exercise conversion rights;

Effect of Termination

In the event of proper termination by either Sino or WFG, the merger agreement will be of no further force or effect and the merger will be abandoned, except that:

•          the parties’ confidentiality obligations set forth in the merger agreement will survive. See the section entitled “ The Merger Agreement — Confidentiality; Access to Information ”;

•          the waiver by WFG and its affiliates of their rights to make claims against Sino to collect from the trust account any monies that may be owed to them by Sino will survive;

•          each party’s liability for breach of the merger agreement will survive; and

•          the obligation of each party to pay fees and expenses incurred by such party in connection with the merger agreement will survive. See the section entitled “ The Merger Agreement — Fees and Expenses .”

Fees and Expenses

All fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expenses whether or not the transactions are consummated.

Confidentiality; Access to Information

Sino and WFG will afford to the other party and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to all of their respective properties, books, records and personnel during the period prior to the closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel, as each party may reasonably request. Sino and WFG will maintain in confidence any non-public information received from the other party, and use such non-public information only for purposes of consummating the transactions contemplated by the merger agreement.

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Amendments

The merger agreement may be amended by the parties thereto at any time prior to the closing of the transactions by execution of an instrument in writing signed on behalf of each of the parties. After the closing, the agreement may be amended only with the consent of Sino and the committee, to act on behalf of Sino, as described in the merger agreement.

Governing Law; Consent to Jurisdiction

The merger agreement is governed by and construed in accordance with the law of the state of New York, regardless of the law that might otherwise govern under applicable principles of the conflicts of laws of New York. With respect to disputes related to the merger agreement, each party irrevocably submitted to arbitration brought before the AAA International Center for Dispute Resolution’s offices in New York City, New York.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Sino is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the transactions.

The following unaudited pro forma condensed combined balance sheet combines the unaudited combined historical balance sheet of WFG as of December 31, 2014 with the audited historical balance sheet of Sino as of December 31, 2014, giving effect to the transactions as if they had been consummated as of that date.

The following unaudited pro forma condensed combined income statement for the year ended December 31, 2014 combines the unaudited historical combined statement of income of WFG for year ended December 31, 2014 with the audited historical statement of operations of Sino for the period from March 28, 2014 (inception) to December 31, 2014, giving effect to the transactions as if they had been consummated as of January 1, 2014.

The historical financial information has been adjusted to give effect to pro forma events that are related and/or directly attributable to the transactions, are factually supportable and are expected to have a continuing impact on the combined results. The adjustments presented on the unaudited pro forma condensed combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the transactions.

The historical financial information of WFG was derived from the unaudited combined financial statements of WFG for the six months ended December 31, 2014 and audited combined financial statements of WFG for the year ended June 30, 2014 included elsewhere in this proxy statement/prospectus. The historical financial information of Sino was derived from the audited financial statements of Sino for the period from March 28, 2014 (inception) to December 31, 2014 included elsewhere in this proxy statement/prospectus. This information should be read together with WFG’s and Sino’s audited and unaudited financial statements and related notes, “ WFG Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” “ Other Information Related to Sino — Sino’s Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and other financial information included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. WFG and Sino have not had any historical relationship prior to the transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The transactions will be accounted for as a “reverse merger” and recapitalization at the date of the consummation of the transaction since the shareholders of WFG will own at least 71.4% of the outstanding ordinary shares of Holdco immediately following the completion of the transactions (assuming no holder of Sino common stock seeks conversion rights) and WFG’s operations will be the operations of Holdco following the transactions. Accordingly, WFG will be deemed to be the accounting acquirer in the transaction and, consequently, the transaction is treated as a recapitalization of WFG. As a result, the assets and liabilities and the historical operations that will be reflected in the Holdco financial statements after consummation of the transactions will be those of WFG and will be recorded at the historical cost basis of WFG. Sino’s assets, liabilities and results of operations will be consolidated with the assets, liabilities and results of operations of WFG upon consummation of the transactions.

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