SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS

•       The parties to the merger agreement are Sino Mercury Acquisition Corp. (“Sino”), Wins Finance Holdings Inc., Sino’s wholly-owned subsidiary (“Holdco”), Wins Finance Group Ltd. (“WFG”) and the shareholders of WFG. Pursuant to the merger agreement, (1) Sino will merge with and into Holdco, with Holdco surviving (the “merger”), 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 “share exchange” and together with the merger, the “transactions”). See the section entitled “ The Merger Proposal .”

•       WFG is an integrated financing solution provider with operations located primarily in Jinzhong City, Shanxi Province and Beijing, China. WFG’s goal is to assist Chinese small & medium enterprises (“SMEs”), including microenterprises, which have limited access to financing, to improve their overall fund-raising capability and enable them to obtain funding for business development. See the section entitled “ Business of WFG .”

•       Under the merger agreement, upon the consummation of the merger (1) each share of Sino common stock will be exchanged for one ordinary share of Holdco, except that holders, or “public stockholders,” of shares of Sino’s common stock sold in its initial public offering, or “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 (up to a maximum of approximately $30.8 million), and (2) each Sino right will be exchanged for one-tenth of one share of Holdco. However, pursuant to the merger agreement, no fractional shares will be issued by virtue of the merger. If a holder would be entitled to receive a fractional share, the holder will receive, in lieu of such fractional share, an amount in cash without interest determined by multiplying the closing sale price of a share of Sino’s common stock on the trading day immediately preceding the closing date by the fraction of Holdco ordinary shares to which such holder would otherwise have been entitled. See the section entitled “ The Merger Proposal — Structure of the Transaction .”

•       Under the merger agreement, upon consummation of the share exchange, WFG shareholders will receive (1) an 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 (“cash consideration”), provided that the cash consideration shall not exceed $25,000,000, and (2) a number of ordinary shares of Holdco equal to $168,000,000 less the cash consideration, divided by $10.00 (“stock consideration”). 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. See the section entitled “ The Merger Proposal — Structure of the Transaction .”

•       To provide a fund for payment to Holdco with respect to its post-closing rights to indemnification under the merger agreement for any 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) 10% of the stock consideration issuable to the WFG shareholders at closing. The shares to be placed in escrow will be allocated among the WFG shareholders pro rata in proportion to the number of shares of WFG owned by them immediately prior to the closing of the transactions. See the section entitled “ The Merger Proposal — Indemnification of Holdco .”

•       In addition to voting on the transactions, the stockholders of Sino will vote on the following separate proposals to approve the following material differences between the constitutional documents of Holdco and Sino: (i) the name of the new public entity will be “Wins Finance Holdings Inc.” as opposed to “Sino Mercury Acquisition Corp.”; (ii) Holdco has 100,000,000 authorized ordinary shares and 1,000,000 authorized preferred shares, as opposed to Sino having 25,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; (iii) Holdco’s corporate existence is perpetual as opposed to Sino’s corporate existence terminating if a business combination is not consummated by Sino within a specified period of time; and (iv) Holdco’s amended and restated memorandum and articles of association do not include the various provisions applicable only to specified purpose acquisition corporations that Sino’s amended and restated certificate of incorporation contains. See the section entitled “ The Charter Proposals .”

•       The merger agreement provides that either Sino or WFG may terminate the agreement if the transactions are not consummated by December 31, 2015. Additionally, the merger shall not be consummated if Sino’s public stockholders do not approve the merger or holders of more than 3,080,100 of Sino’s public shares (representing approximately 75.5% of Sino’s public shares) validly exercise their conversion rights. Additionally, the merger agreement may be terminated, among other reasons, by either Sino or WFG upon material breach of the other party. See the section entitled “ The Merger Agreement — Termination .”

•       After the transactions, the directors of Holdco will be Jianming Hao, Richard Xu, Bradley Reifler, Nicholas Clements (Non-executive Vice Chairman) and Dr. Jingxiao Zhang. Mr. Hao is currently the Chairman of the Board and Chief Executive Officer of Sino, Mr. Xu is currently the President and a director of Sino and the sole officer of Holdco and Mr. Reifler is currently a director of Sino. Neither Messrs. Hao, Xu nor Reifler has received or will receive any compensation as an executive officer of Sino. After the transactions, Messrs. Clements, Reifler and Zhang will be considered independent directors under the rules of the Nasdaq Capital Market (“Nasdaq”). See the section entitled “ Management of Holdco Following the Transactions .”

•       Upon completion of the transactions, the executive officers of both Holdco and WFG will be Jianming Hao, Chairman and Co-Chief Executive Officer, Renhui Mu, Co-Chief Executive Officer and Chief Operating Officer, Richard Xu, President, and Peiling (Amy) He, Chief Financial Officer. Holdco will enter into employment agreements with Messrs. Hao, Mu, Xu and Ms. He in connection with the consummation of the transactions. See the section entitled “ Management of Holdco Following the Transactions .”

•       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 after the consummation of the transactions (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 shareholder will be required to enter into a lock-up agreement to such effect as a condition to exchanging their shares of WFG for the merger consideration. These lock-up provisions are substantively identical to the restrictions on transfer imposed on the holders of Sino’s common stock prior to its initial public offering (the “initial stockholders”) and may be waived only with the consent of disinterested members of the Board of Directors of Holdco. Holdco will enter into an amended and restated registration rights agreement at the closing of the transactions with the WFG shareholders. Under this agreement, the WFG securityholders 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 restrictions described above shall remain in effect until their expiration. See the section entitled “ The Merger Proposal — Sale Restriction; Resale Registration .”

SUMMARY OF THE PROXY ST ATE MENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the transactions, you should read this entire document carefully, including the merger agreement attached as Annex A to this proxy statement/prospectus. The merger agreement is the legal document that governs the transactions and the other transactions that will be undertaken in connection with the transactions. It is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.”

The Parties

Sino

Sino Mercury Acquisition Corp. is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other similar business combination with one or more businesses or entities. Sino was incorporated under the laws of Delaware on March 28, 2014.

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. The initial public offering was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-197515) that became effective on August 26, 2014. As of [•], 2015, there was approximately $40,801,000 held in the trust account.

After consummation of the transactions, the funds in the trust account will be used by Holdco to pay holders of the public shares who exercise conversion rights, to pay the cash consideration to WFG’s shareholders, to pay expenses incurred in connection with the business combination with WFG, including deferred underwriting commissions of approximately $432,000 payable to Cantor Fitzgerald & Co., and any remaining balance to be used for working capital and general corporate purposes, including funding for organic growth and potential acquisitions.

Sino units, common stock and rights are listed on Nasdaq under the symbols SMACU, SMAC and SMACR, respectively.

The mailing address of Sino’s principal executive office in the United States is 590 Madison Ave, 21 st Floor, New York, New York 10022 and its telephone number at that address is (646) 480-9882. Sino also has offices in China at 7/F Metropolis Tower, No.2 Dongsan Street, Zhongguancun Xi Zone, Haidian District, Beijing, 100080, China and its telephone number at that address is (86)10-6260 2461. After the consummation of the transactions, Sino will cease to exist.

Holdco

Wins Finance Holdings Inc. is a wholly-owned subsidiary of Sino formed solely for the purpose of effectuating the merger described herein. Holdco was incorporated under the laws of the Cayman Islands as an exempted company on February 17, 2015. Holdco owns no material assets and does not operate any business.

The mailing address of Holdco’s principal executive office is 590 Madison Ave, 21 st Floor, New York, New York 10022. Its telephone number is (646) 480-9882. After the consummation of the transactions, its principal executive office will be that of WFG, located at 1F, Building 7, No. 58 Jianguo Road, Chaoyang District, Beijing 100024, People’s Republic of China (or “PRC”) and its telephone number will be 86-10-82255118 and its registered office will be located at P.O. Box 309, Ugland House, South Church Street, Grand Cayman, KY1-1104, Cayman Islands.

WFG

WFG is an integrated financing solution provider with operations located primarily in Jinzhong City, Shanxi Province, and Beijing, China. WFG’s goal is to assist Chinese SMEs, including microenterprises, which have limited access to financing, to improve their overall fund-raising capability and enable them to obtain funding for business development. WFG was incorporated under the laws of the British Virgin Islands as an international business company on July 27, 2014.

WFG conducts its operation through the following three subsidiaries in the PRC and holds 100% of their equity interests through Full Shine Capital Resources Limited (“Full Shine”) and Shanxi Jinchen Agriculture Co., Ltd. (“Jinchen Agriculture”), its intermediate holding subsidiaries:

Jinshang International Financial Leasing Co., Ltd. (“Jinshang Leasing”) was incorporated on May 18, 2009 in Beijing under the laws of the PRC and is principally engaged in providing capital leasing services to SMEs and related financing advisory services in the PRC. Total assets and equity of Jinshang Leasing as of December 31, 2014 were $202.6 million and $34.5 million, respectively.

Shanxi Dongsheng Financial Guarantee Co., Ltd (“Dongsheng Guarantee”) was incorporated on February 22, 2006 in Jinzhong City, Shangxi Province under the laws of the PRC and is principally engaged in providing credit guarantees to SMEs and related financial advisory services in the PRC. Total assets and equity of Dongsheng Guarantee as of December 31, 2014 were $194.9 million and $187.6 million, respectively.

Tianjin JinshangJiaming Financial Leasing Co., Ltd. (“Tianjin Jiaming”) was incorporated on April 23, 2014 in Tianjin under the laws of the PRC as a wholly owned subsidiary of Jinshang Leasing. Tianjin Jiaming is to be principally engaged in providing capital leasing services to SMEs and related financing advisory services in the PRC. It has not yet conducted specific business activity since its establishment. Total assets and equity of Tianjin Jiaming as of December 31, 2014 were $0.02 million and $0.01 million respectively.

The mailing address of WFG’s principal executive office is 1F, Building 7, No. 58 Jianguo Road, Chaoyang District, Beijing 100024, PRC and its telephone number is 86-10-82255118 and its registered office is located at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

Emerging Growth Company

Each of Sino, Holdco and WFG is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (or JOBS Act). It is anticipated that after the consummation of the transactions, Holdco will continue to be an “emerging growth company.” As emerging growth companies, Sino, Holdco and WFG are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain shareholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Sino, Holdco and WFG have irrevocably opted not to take advantage of such extended transition period, and will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Holdco could remain an emerging growth company until the last day of Holdco’s fiscal year following September 2, 2019 (the fifth anniversary of the consummation of its predecessor’s initial public offering). However, if Holdco’s non-convertible debt issued within a three-year period or its total revenues exceed $1 billion or the market value of its shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Holdco would cease to be an emerging growth company as of the following fiscal year.

The Merger Proposal

The merger agreement provides for (i) the merger of Sino with and into Holdco, with Holdco being the surviving entity, and (ii) immediately following the merger, the share exchange by the shareholders of WFG of 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 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.

Under the merger agreement, upon the consummation of the merger (1) each share of Sino common stock will be exchanged for one ordinary share of Holdco, except that public stockholders 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 (2) each Sino right will be exchanged for one-tenth of one share of Holdco.

Under the merger agreement, upon consummation of the share exchange, WFG shareholders will receive (1) an 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 (2) a number of ordinary shares of Holdco equal to $168,000,000 less the cash consideration, divided by $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. Each WFG shareholder may elect to forego receiving the cash consideration and instead receive additional ordinary shares of Holdco by delivering written notice to Sino of its election at least two business days prior to the closing of the share exchange. 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.

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 after the consummation of the transactions (subject to limited exceptions). The restriction on sales will end earlier than such date with respect to 50% of such 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 shareholder 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 ordinary shares in connection with the share exchange. These lock-up provisions are substantively identical to the restrictions on transfer imposed on the Sino initial stockholders. See the section entitled “ The Merger Proposal — Structure of the Transaction ” for the more information.

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 certain other indemnifiable matters, there will be placed in escrow (with an independent escrow agent) ordinary shares of Holdco equal to 10% of the stock consideration issuable to the WFG shareholders at closing. The aggregate liability for indemnification will not exceed the shares held in escrow. 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. See the section entitled “ The Merger Proposal — Indemnification of Holdco .”

Sino and WFG plan to complete the transactions promptly after the Sino special meeting, provided that:

•       Sino’s stockholders have approved the merger proposal and charter proposals;

•       holders of no more than 3,080,100 of Sino’s public shares have exercised their conversion rights;

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

•       the other conditions specified in the merger agreement have been satisfied or waived.

After consideration of the factors identified and discussed in the section entitled “ The Merger Proposal — Sino’s Board of Directors’ Reasons for Approval of the Transactions ,” Sino’s board of directors concluded that the transactions met all of the requirements disclosed in the prospectus for its initial public offering, including that the business of WFG had a fair market value of 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 execution of the merger agreement.

As a result of the transactions, assuming that no stockholders of Sino elect to convert their public shares into cash in connection with the merger as permitted by Sino’s amended and restated certificate of incorporation and the WFG shareholders elect to receive all of the cash consideration, the WFG shareholders will own approximately 71.4% of the ordinary shares of Holdco to be outstanding immediately after the transactions and the former Sino stockholders

will own approximately 28.6% of Holdco’s outstanding ordinary shares. If the maximum number of Sino public shares are converted into cash and the WFG shareholders elect to forego receiving all the cash consideration, such percentages will be approximately 86.3% and 13.7%, respectively.

If the merger proposal is not approved by Sino’s stockholders at the special meeting, neither the charter proposals nor the incentive compensation plan proposal will be presented at the special meeting for a vote.

Opinion of Financial Advisor to the Board of Directors of Sino

Sino engaged Greater China Appraisal Limited, a Hong Kong-based appraisal firm (“GCA”), to render an opinion, as to (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 the trust account (exclusive of deferred underwriting commissions and taxes payable). GCA is a Hong Kong-based appraisal firm that regularly is engaged in the evaluation of businesses and securities in connection with acquisitions, corporate restructuring, private placements and for other purposes. Sino’s board of directors decided to use the services of GCA because of its expertise in appraising the value of enterprises in China.

GCA rendered its oral opinion to Sino’s board of directors on April 10, 2015 (which was subsequently confirmed in writing by delivery of GCA’s written opinion dated the same date) that, as of such date, (i) the merger 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 the trust account (exclusive of deferred underwriting commissions and taxes payable).

The amount of the consideration to be paid by Sino to WFG’s shareholders was determined pursuant to negotiations between Sino and WFG and not pursuant to recommendations of GCA.

The opinion was provided for the use and benefit of the Sino board in connection with its consideration of the transactions and only addressed (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 the trust account (exclusive of deferred underwriting commissions and taxes payable), in each case as of the date of the opinion, and did not address any other aspect or implication of the merger. The summary of GCA’s 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 Charter Proposals

In addition to voting on the transactions, the stockholders of Sino will vote on separate proposals to approve the following material differences between the constitutional documents of Holdco and Sino: (i) the name of the new public entity will be “Wins Finance Holdings Inc.” as opposed to “Sino Mercury Acquisition Corp.”; (ii) Holdco has 100,000,000 authorized ordinary shares and 1,000,000 authorized preferred shares, as opposed to Sino having 25,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; (iii) Holdco’s corporate existence is perpetual as opposed to Sino’s corporate existence terminating if a business combination is not consummated by Sino within a specified period of time; and (iv) Holdco’s amended and restated memorandum and articles of association do not include the various provisions applicable only to specified purpose acquisition corporations that Sino’s amended and restated certificate of incorporation contains. Holdco’s amended and restated memorandum and articles of association to be in effect following consummation of the transactions is attached as Annex C to this proxy statement/prospectus. See the section entitled “ The Charter Proposals .”

The Incentive Compensation Plan Proposal

The proposed 2015 Long-Term Equity Incentive Plan will reserve up to 10% of Holdco ordinary shares following consummation of the transactions for issuance in accordance with the plan’s terms. The purpose of the 2015 Long-Term Equity Incentive Plan is to assist in attracting, retaining, motivating, and rewarding certain

key employees, officers, directors, and consultants of Holdco and its affiliates and promoting the creation of long-term value for shareholders of Holdco by closely aligning the interests of such individuals with those of other shareholders. The 2015 Long-Term Equity Incentive Plan authorizes the award of share-based incentives to encourage eligible employees, officers, directors, and consultants, as described below, to expend maximum effort in the creation of shareholder value. The plan is attached as Annex D to this proxy statement/prospectus. You are encouraged to read the 2015 Long-Term Equity Incentive Plan in its entirety.

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting to authorize Sino to consummate the transactions (because the merger proposal is not approved or more than 3,080,100 of the holders of the public shares properly elect to convert their public shares into cash), Sino’s board of directors may submit a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies. See the section entitled “ The Adjournment Proposal .”

Sino Initial Stockholders

As of the record date for the Sino special meeting, Sino’s initial stockholders — Best Apex Limited, an affiliate of Jianming Hao, Lodestar Investment Holdings Corporation, an affiliate of Richard Xu, True Precision Investments Limited, an affiliate of Amy He, and Aimin Song and Bradley Reifler — beneficially owned and were entitled to vote an aggregate of 1,020,025 initial shares that were issued prior to Sino’s initial public offering. Best Apex Limited also purchased an aggregate of 210,000 private units simultaneously with the consummation of Sino’s initial public offering. The initial shares and the shares of common stock underlying the private units held by the Sino initial stockholders currently constitute approximately 23.2% of the outstanding shares of Sino’s common stock.

In connection with the initial public offering, each of the Sino initial stockholders agreed to vote the initial shares, the shares included in the private units, as well as any shares of common stock acquired in the aftermarket, in favor of the merger proposal. The Sino initial stockholders have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. The initial shares and shares included in the private units have no redemption rights in the event a business combination is not effected in the required time period and will be worthless if no business combination is effected by Sino. In connection with the initial public offering, the Sino initial stockholders entered into an escrow agreement pursuant to which their initial shares are held in escrow and may not be transferred (subject to limited exceptions) until with respect to 50% of the initial shares, the earlier of one year after the date of the consummation of an initial business combination and the date on which the closing price of our common stock exceeds $13.00 per share for any 20 trading days within a 30-trading day period following the consummation of an initial business combination and, with respect to the remaining 50% of the initial shares, one year after the date of the consummation of an initial business combination, or earlier in each case if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Date, Time and Place of Special Meeting of Sino’s Stockholders

The special meeting in lieu of annual meeting of the stockholders of Sino will be held at 10:00 a.m., Eastern time, on October 20, 2015, at the offices of Graubard Miller, Sino’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11 ^th Floor, New York, New York 10174, to consider and vote upon the merger proposal, the charter proposals, the incentive compensation plan proposal, and/or if necessary, the adjournment proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Sino is not authorized to consummate the transactions.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of Sino common stock at the close of business on September 18, 2015, which is the record date for the special meeting. Stockholders will have one vote for each share of Sino common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Sino rights and purchase options

do not have voting rights. On the record date, there were 5,310,125 shares of Sino common stock outstanding, of which 4,080,100 were public shares with the rest being held by the Sino initial stockholders.

Quorum and Vote of Sino Stockholders

A quorum of Sino stockholders is necessary to hold a valid meeting. A quorum will be present at the Sino special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The Sino initial stockholders hold approximately 23.2% of the outstanding shares of Sino common stock, none of which are public shares. Such shares, as well as any shares of common stock acquired in the aftermarket by the Sino initial stockholders, will be voted in favor of the proposals presented at the special meeting. The proposals presented at the special meeting will require the following votes:

•       The approval of the merger proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock of Sino. There are currently 5,310,125 shares of Sino common stock outstanding. The transactions will not be consummated if the holders of more than 3,080,100 of the public shares properly demand conversion of their public shares into cash.

•       The approval of the charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of Sino common stock on the record date.

•       The approval of the incentive compensation plan proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Sino common stock on the record date.

•       The approval of the adjournment proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting.

Abstentions will have the same effect as a vote “against” the merger proposal, the charter proposals and the adjournment proposal, if presented. Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the merger proposal, the charter proposals or an adjournment proposal. Please note that holders of the public shares cannot seek conversion of their shares unless they affirmatively vote for or against the merger proposal.

Under the merger agreement, the approval of the charter proposals is a condition to the consummation of the transactions. Accordingly, if any one of the merger proposal or the charter proposals is not approved, the incentive compensation plan proposal will not be presented to the stockholders for a vote.

Conversion Rights

Pursuant to Sino’s amended and restated certificate of incorporation, a holder of public shares may demand that Sino convert such shares into cash if the transactions are consummated; provided that Sino may not consummate the business combination if it has less than $5,000,001 of net tangible assets following consummation of the transactions. Holders of public shares will be entitled to receive cash for these shares only if they (i) affirmatively vote either for or against the merger proposal, (ii) demand that Sino convert their shares into cash no later than the vote on the merger proposal, and (iii) deliver their stock to Sino’s transfer agent at any time through the vote at the meeting. Accordingly, if you deliver your stock to Sino’s transfer agent after the vote has been completed, your shares will not be converted into cash. If the transactions are not completed, these shares will not be converted into cash. If a holder of public shares properly demands conversion and votes for or against the merger proposal, Sino will convert each public share into a full pro rata portion of the trust account, calculated as of two business days prior to the anticipated consummation of the merger. As of September 18, 2015, this would amount to approximately $10.00 per share. If a holder of public shares exercises its conversion rights, then it will be exchanging its shares of Sino common stock for cash and will no longer own the shares. See the section entitled “ Special Meeting of Sino Stockholders — Conversion Rights ” for a detailed description of the procedures to be followed if you wish to convert your shares into cash.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20.0% or more of the public shares. Accordingly, all public shares in excess of 20% held by a public stockholder will not be converted to cash.

The transactions will not be consummated if holders of more than 3,080,100 of the public shares (representing approximately 75% of the public shares) properly demand conversion of their shares into cash.

Notwithstanding the foregoing, in connection with Sino’s initial public offering, a stockholder of Sino has agreed that it will vote 1,000,000 shares purchased in the initial public offering in favor of any proposed initial business combination and will not convert any such shares for cash from the trust account in connection with such a stockholder vote to approve the business combination. Accordingly, the requirements that Sino have at least $5,000,001 of net tangible assets following consummation of the transactions and holders of not more than 3,080,100 of the public shares exercise their conversion rights will be satisfied by this arrangement.

Holders of Sino rights will not have conversion rights with respect to such rights.

Appraisal Rights

Sino stockholders (including the initial stockholders) and Sino rights holders do not have appraisal rights in connection with the transactions under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person.

If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “ Special Meeting of Sino Stockholders — Revoking Your Proxy .”

Interests of Sino’s Directors and Officers in the Transactions

When you consider the recommendation of Sino’s board of directors in favor of approval of the merger proposal, you should keep in mind that Sino’s initial stockholders, including its directors and executive officers, have interests in such proposal that are different from, or in addition to, your interests as a stockholder or rightholder. These interests include, among other things:

•       If the transactions or another business combination is not consummated by September 1, 2016, 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 $10,149,248.75 based upon the closing price of $9.95 per share on the Nasdaq on September 8, 2015

•       Best Apex Limited, 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 $2,247,000 based upon the closing price of $10.70 per unit on the Nasdaq on September 8, 2015. Best Apex Limited waived the right to participate in any redemption or liquidation 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 by June 1, 2015 (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 Sino is unable to complete a business combination 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 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.

•       Jianming Hao has loaned Sino an aggregate of $300,000. If Sino fails to consummate a business combination, the loan would become unsecured liabilities of Sino; however, Mr. Hao has waived any claim against the trust account. Accordingly, Sino will most likely not be able to repay this loan if the transaction with WFG or another business combination is not completed. In addition, upon consummation of a business combination, the $300,000 loan is convertible at Mr. Hao’s election into units of Sino at a conversion price of $10.00 per unit. Accordingly, if a business combination is not consummated, Mr. Hao also will lose the opportunity to acquire an additional 33,000 shares underlying such units, which would have an aggregate market value of $328,350 based upon the closing price of $9.95 per share on Nasdaq on September 8, 2015.

•       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. However, if Sino fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Sino may not be able to reimburse these expenses if the transactions, or another business combination, is not completed by September 1, 2016. As of September 8, 2015, Sino’s officers, directors, initial stockholders and their affiliates had not incurred any unpaid reimbursable expenses but they may incur such expenses in the future.

•       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.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Sino or its securities, the Sino initial stockholders, WFG or WFG’s securityholders and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the merger proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Sino’s common stock or vote their shares in favor of the merger proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirement that the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting to approve the merger proposal vote in its favor or to decrease the number of public shares that were being converted to cash. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or rights owned by the Sino initial stockholders for nominal value.

Entering into any such arrangements may have a depressive effect on Sino’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.

If such transactions are effected, the consequence could be to cause the merger to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the merger proposal and other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Sino will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the merger proposal or the conversion threshold. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

Recommendation to Stockholders

Sino’s board of directors believes that the merger proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of Sino’s stockholders and unanimously recommends that its stockholders

vote “FOR” the merger proposal, “FOR” the charter proposals “FOR” the incentive compensation plan proposal, and “FOR” the adjournment proposal, if presented.

Conditions to the Closing of the Transactions

General Conditions

Consummation of the transactions contemplated by the merger agreement is conditioned on (i) the Sino stockholders approving the transactions, (ii) the proxy statement/prospectus being declared effective, (iii) the holders of no more than 3,080,100 of Sino’s public shares exercising their conversion rights and (iv) 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.

In addition, the consummation of the transactions contemplated by the merger agreement is conditioned upon, among other things, (i) the representations and warranties of each party being true and correct as of the date of the merger agreement and on and as of the closing date and each 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 and each party having received a certificate with respect to the foregoing from the other party, (ii) all necessary consents, waivers and approvals required to be obtained 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 and (iii) the absence of any litigation pending or threatened, which is reasonably likely to prevent consummation of the transactions contemplated by the merger agreement, cause such transactions to be rescinded following consummation or materially and adversely affect the right of either party to own or operate the assets and operations of Holdco and WFG following the transaction.

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 Sino’s US and Cayman Islands 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 an opinion of WFG’s British Virgin Islands counsel in agreed form.

Termination

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

•       by mutual written consent of Sino and WFG;

•       by either Sino or WFG if the transactions contemplated by the merger agreement are not consummated on or before December 31, 2015;

•       by either Sino or WFG if a governmental entity shall have issued an order, decree 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, judgment, 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 thirty 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, at the Sino stockholder meeting, 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.

If permitted under applicable law, either Sino or WFG may waive any inaccuracies in the representations and warranties made to such party contained in the merger agreement and waive compliance with any agreements or conditions for the benefit of itself or such party contained in the merger agreement. However, the condition requiring that the holders of no more than 3,080,100 of Sino’s public shares exercise their conversion rights may not be waived by Sino, due to applicable laws.

The existence of the financial and personal interests of the Sino 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. See the section entitled “ Risk Factors ” for a fuller discussion of this and other risks.

Tax Consequences of the Transactions

Sino has received an opinion from its counsel, Graubard Miller, that, for United States federal income tax purposes, the merger will qualify as a tax-free reorganization and:

•       No gain or loss will be recognized by stockholders of Sino who do not elect conversion of their public shares and no gain or loss will be recognized by rights holders of Sino if such holder owns less than 5% of the shares of Holdco following the transactions or if such holder owns 5% or more of the shares of Holdco following the transactions and such holder files a gain recognition agreement with such holders federal income tax return; and

•       A stockholder of Sino who exercises conversion rights and effects a termination of the stockholder’s interest in Sino will be required to recognize capital gain or loss upon the exchange of that stockholder’s shares of common stock and purchase options of Sino for cash, if such shares and purchase options were held as a capital asset on the date of the transactions. Such gain or loss will be measured by the difference between the amount of cash received and the tax basis of that stockholder’s shares and purchase options of Sino common stock.

Stockholders of Sino are encouraged to consult their own tax advisors, because the tax consequences may be different among the stockholders depending on their personal circumstances.

Sino also believes that Sino and its subsidiaries will not incur any material amount of federal tax as a result of the merger. It is expected that Sino will not recognize any gain or loss as a result of Sino’s merger with Holdco. An evaluation will be made prior to the closing of the transactions to establish whether Sino has any intangible assets that will be transferred to Holdco in connection with the transactions. If there are any such intangible assets, it is not expected that they will be of a substantial amount and any federal income tax will not be of material significance. The IRS may not agree with this conclusion. In such an event, there may be a significant tax obligations for Holdco, the surviving company, to pay based on the value of Sino’s appreciated assets at the time of the merger.

The tax opinion is attached to this proxy statement/prospectus as Annex E . Graubard Miller has consented to the use of its opinion in this proxy statement/prospectus. For a description of the material federal income tax consequences of the merger, please see the information set forth in “ The Merger Proposal — Material Federal Income Tax Consequences of the Transactions to Sino and its Securityholders .”

Anticipated Accounting Treatment

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.

Regulatory Matters

The transactions contemplated by the merger agreement are not subject to any additional federal or state regulatory requirement or approval, except for filings with Cayman Islands, British Virgin Islands and the State of Delaware necessary to effectuate the merger and share exchange.