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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-162073

        STONE TAN CHINA ACQUISITION CORP.

PROXY STATEMENT FOR SPECIAL MEETINGS OF STOCKHOLDERS AND WARRANT HOLDERS

PROSPECTUS FOR 32,970,300 SHARES OF COMMON STOCK

Dear Stockholders:

        You are cordially invited to attend a special meeting of our stockholders to be held at 9:00 a.m. eastern time, on October 14, 2009, at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York. At the meeting you will be asked to consider proposals to approve the acquisition by us, through Stone Tan Hong Kong, of controlling interests in up to three separate newly-formed business entities established under the laws of the PRC, which we refer to collectively as the PRC entities. Because none of the entities is an operating business and neither the individual nor combined fair market value of the entities is at least 80% of the balance of our net assets (consisting primarily of the funds in the trust account established by us at the time of the IPO, less liabilities), completion of the acquisition will require you to approve an amendment to our certificate of incorporation to remove these requirements from the definition of business combination.

        The proposed amendments to our charter could be deemed to result in changes to our common stock that are so significant that they constitute the issuance of new securities involving a sale, offer to sell, offer for sale or sale (within the meaning of Section 2(3) of the Securities Act of 1933, as amended, or the Securities Act), of a security requiring a new registration statement pursuant to Section 5 of the Securities Act. Accordingly, we have filed a registration statement covering the shares of common stock that may be deemed to be issued if the initial charter proposal is approved and the amendment contemplated by such proposal is adopted.

        As provided in our certificate of incorporation, each of our stockholders (other than our management) who holds IPO shares has the right to vote against the acquisition and at the same time demand that we redeem such stockholder's shares for an amount in cash equal to such stockholder's pro rata portion of the trust account. If holders of 9,891,090 or more IPO shares, which represents 30% or more of the total number of IPO shares, vote against the acquisition proposal and demand redemption of their shares, then, in accordance with our certificate of incorporation and the terms governing the trust account, we will not consummate the acquisition. Prior to exercising redemption rights, our stockholders should verify the market price of our common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights. Our shares of common stock are quoted on the OTC Bulletin Board under the symbol "STTA." On the record date, the last sale price of our common stock was $7.94. As of the same date, the beneficial value per share of the amounts held in the trust account (which amount approximately equals the amount receivable upon exercise of redemption rights) was approximately $7.98.

        Unless the context requires otherwise, references to "you" are references to Stone Tan's stockholders and warrant holders, as the case may be, and references to "we", "us" and "our" are to Stone Tan and Stone Tan Hong Kong.

        This proxy statement/prospectus provides you with detailed information about the acquisition and other matters to be considered by our stockholders and warrant holders. You are encouraged to carefully read the entire document and the documents incorporated by reference. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER "RISK FACTORS" BEGINNING ON PAGE 13.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

        The proxy statement/prospectus is dated September 30, 2009, and is first being mailed on or about October 1, 2009.

        Morgan Joseph & Co. Inc., or Morgan Joseph, acted as sole book-running manager and representative of the underwriters of the IPO. Upon consummation of the acquisition, the underwriters of the IPO will be entitled to receive up to an aggregate of approximately $9.2 million of deferred underwriting commissions, subject to the following: if the acquisition is not consummated and we are required to be liquidated, the underwriters will not receive any of such funds, all of which will be returned to our stockholders as part of the liquidation. Morgan Joseph has agreed that if immediately prior to the initial closing (giving effect to payments, if any, to purchase IPO shares, as described elsewhere in this proxy statement/prospectus) there is less than $185 million of funds in the trust account, then Morgan Joseph shall only be paid a fee of 3.5% of the amount in the trust account at such time.

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STONE TAN CHINA ACQUISITION CORP.
Suite 1A, 11th Floor, Tower 1, China Hong Kong City
33 Canton Road. Kowloon, Hong Kong

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF STONE TAN CHINA ACQUISITION CORP.
TO BE HELD ON OCTOBER 14, 2009

        To the Stockholders of Stone Tan China Acquisition Corp.:

        NOTICE IS HEREBY GIVEN that the special meeting of stockholders of Stone Tan China Acquisition Corp., a Delaware corporation, will be held at 9:00 a.m. eastern time, on October 14, 2009, at the offices of Loeb & Loeb LLP, our counsel, at 345 Park Avenue, 19th Floor, New York, New York 10154. You are cordially invited to attend the meeting, which will be held for the following purposes:

1.

to consider and vote upon a proposal to amend our certificate of incorporation to allow us, through our wholly-owned Hong Kong subsidiary, or Stone Tan Hong Kong, to complete the acquisition of controlling interests in up to three separate entities established under the laws of the People's Republic of China, or PRC, even though (i) none of the entities is an operating business and (ii) neither the individual nor the combined fair market value of the entities on the date of the transaction is at least 80% of our net assets (primarily the balance of the trust account that we established in connection with our initial public offering, or IPO, less deferred underwriting discounts and commissions)—this proposal is referred to as the "initial charter proposal";



2.

to consider and vote upon proposals to approve and authorize the investment by Stone Tan Hong Kong in not less than one and up to three newly-formed entities, each entity holding a government license from Chongqing City, or Chongqing, to operate a business in the non-bank financial services industry targeting small and medium-sized businesses—these proposal are as follows and are referred to collectively as the "acquisition proposal":



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to consider and vote upon a proposal to acquire an 85% interest in Chongqing Stone Tan Credit Guarantee Company, or CGC, provided there is at least $85 million available in the trust account at the time of the initial closing;



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to consider and vote upon a proposal to acquire both an 85% interest in CGC and a 95% interest in Chongqing Stone Tan Financial Leasing Co., Ltd., or FLC, provided there is at least $145 million available in the trust account at the time of the initial closing; and



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to consider and vote upon a proposal to acquire each of an 85% interest in CGC, a 95% interest in FLC and a 100% interest in Chongqing Stone Tan Small Business Loans Co., Ltd., or SLC, provided there is at least $205 million available in the trust account at the time of the initial closing.


While the foregoing proposals will be voted on separately, all three must be approved in order for the acquisition proposal to be approved;

3.

to consider and vote upon proposals to amend our certificate of incorporation to enable us to continue as an operating company following the initial closing—these proposals are as follows and are referred to collectively as the "secondary charter proposal":



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to consider and vote upon a proposal to revise Article THIRD to remove restrictions on our general business purpose and our ability to amend Article THIRD;



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to consider and vote upon a proposal to remove Article FIFTH, which provides for limited corporate existence, and



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to consider and vote upon a proposal to remove certain procedural and approval requirements contained in the preamble and sections A through E of Article SIXTH

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applicable to special purpose acquisition companies prior to the consummation of an initial business combination:

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the Preamble, which states that the provisions of the Article apply until the consummation of a business combination, sets forth certain defined terms (including "business combination" and "target business") and includes procedures for determining fair market value;



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Section A, which provides when funds may be disbursed from our trust account established in connection with the IPO;



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Section B, which requires that the business combination be submitted to our stockholders for approval and authorized by the vote of a majority of the IPO shares cast at a meeting of stockholders, subject to a maximum redemption exercise;



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Section C, which specifies the procedures for exercising redemption rights;



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Section D, which provides that holders of IPO shares will be entitled to receive distributions from our trust account only in the event of our liquidation or by demanding redemption; and



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Section E, which provides that no other business combination may be consummated until our initial business combination is consummated.

While the foregoing proposals will be voted on separately, all three must be approved in order for the secondary charter proposal to be approved;

4.

to consider and vote upon a proposal to approve Stone Tan's 2009 Incentive Plan—this proposal is referred to as the "incentive plan proposal"; and



5.

to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, we are not authorized to consummate the acquisition—this proposal is referred to as the "adjournment proposal."

        These items of business are described in the attached proxy statement/prospectus, which you are encouraged to read in its entirety before voting. Only holders of record of our common stock at the close of business on September 29, 2009 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

        Throughout this proxy statement/prospectus, we refer to the investment in either one, two or three of the newly-formed PRC entities as contemplated by the acquisition proposal as further described in the attached proxy statement/prospectus collectively as the "acquisition." While each of the initial charter proposal, the acquisition proposal and the secondary charter proposal will be voted on separately, all three proposals must be approved for the acquisition to be completed. In addition, in connection with the acquisition, we are asking our warrant holders to approve an amendment to the governing warrant agreement to modify certain of the terms of the warrants. Approval of the amendment is a condition to the closing of the acquisition

        On the record date, there were 41,212,875 shares of our common stock outstanding. Our stockholders prior to our initial public offering, or the IPO, who we refer to herein as the founding stockholders, have agreed to vote their 8,242,575 shares of our common stock acquired prior to the IPO, representing an aggregate of 20% of the outstanding shares, in accordance with the vote of the majority of the shares of common stock issued in the IPO, or the IPO shares, voted at the special meeting with respect to the acquisition proposal. The founding stockholders intend to vote all of their shares of common stock "FOR" the initial charter proposal, the secondary charter proposal, the incentive plan proposal and the adjournment proposal.

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        After careful consideration, our board of directors has determined that the proposals are fair to and in the best interests of us and our stockholders and unanimously recommends that you vote or give instruction to vote "FOR" the approval of all of the proposals. You should be aware that our board members have interests in the adoption of the proposals that may be different from, or in addition to, your interest as a stockholder in that they will directly benefit from the adoption of the proposals and consummation of the transaction. These interests are more particularly described in the attached proxy statement/prospectus in the section entitled "Interests of Our Directors and Officer and Others in the Acquisition."

        All of our stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of our common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank.

        A complete list of our stockholders of record entitled to vote at the special meeting will be available for 10 days before the special meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

        Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. 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. This proxy statement/prospectus and a form of proxy are available to view online at the following internet address: www.stonetanchina.com.

        Thank you for your participation. We look forward to your continued support.

September 30, 2009		By Order of the Board of Directors
		Roger Stone, Chairman of the Board

        IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS AND YOU WILL NOT BE ELIGIBLE TO HAVE YOUR SHARES REDEEMED FOR A PRO RATA PORTION OF THE TRUST ACCOUNT IN WHICH A SUBSTANTIAL PORTION OF THE NET PROCEEDS OF OUR IPO ARE HELD. YOU MUST AFFIRMATIVELY VOTE AGAINST THE ACQUISITION PROPOSAL AND DEMAND THAT WE REDEEM YOUR SHARES FOR CASH NO LATER THAN THE CLOSE OF THE VOTE ON THE ACQUISITION PROPOSAL TO EXERCISE YOUR REDEMPTION RIGHTS. SEE "THE ACQUISITION PROPOSAL—REDEMPTION RIGHTS" FOR MORE SPECIFIC INSTRUCTIONS.

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STONE TAN CHINA ACQUISITION CORP.

Dear Warrant Holders:

        You are cordially invited to attend a special meeting of our warrant holders to be held at 9:00 a.m. eastern time, on October 14, 2009, at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York. At the meeting you will be asked to consider proposals to amend certain terms of the Warrant Agreement which governs the terms of our outstanding warrants. The amendment to the Warrant Agreement is being sought in connection with the consummation of the transactions contemplated by a framework agreement entered into by Stone Tan Hong Kong with the government of Chongqing pursuant to which we were invited to make controlling investments in the ownership of three separate entities established under the laws of the PRC, which we refer to collectively as the PRC entities, each of which has been granted a business license to operate in the non-bank financial services industry targeting the needs of small and medium sized enterprises, or SMEs. The amendment to the Warrant Agreement will (i) clarify that the warrants will become exercisable on the initial closing of the acquisition by modifying the definition of business combination to include the proposed transaction; (ii) increase the exercise price of our warrants from $5.50 per share to $9.00 per share; (iii) increase the warrant redemption price from $11.50 to $15.40; and (iv) extend the expiration date of the warrants from October 15, 2011 to October 15, 2013—this proposal is referred to as the "warrant amendment proposal".

        The approval of the warrant amendment proposal is a condition to the consummation of the acquisition.

        Enclosed is a notice of special meeting and proxy statement/prospectus containing detailed information concerning the acquisition and the other proposals being presented to our stockholders and warrant holders and the special meetings. Whether or not you plan to attend the special meeting, we urge you to read this material carefully and vote your warrants.

        We are providing this proxy statement/prospectus and accompanying proxy card to our warrant holders and stockholders in connection with the solicitation of proxies to be voted at the special meetings of our warrant holders and stockholders and at any adjournments or postponements of the special meetings. Unless the context requires otherwise, references to "you" are references to Stone Tan's stockholders and warrant holders, as the case may be, and references to "we", "us" and "our" are to Stone Tan and Stone Tan Hong Kong.

        This proxy statement/prospectus provides you with detailed information about the warrant amendment proposal, the acquisition and other matters to be considered by our stockholders and warrant holders. You are encouraged to carefully read the entire document and the documents incorporated by reference. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER "RISK FACTORS" BEGINNING ON PAGE 13.

        Your vote is very important. Whether or not you expect to attend the special meeting, the details of which are described on the following pages, please complete, date, sign and promptly return the accompanying proxy in the enclosed envelope.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

        The proxy statement/prospectus is dated September 30, 2009, and is first being mailed on or about October 1, 2009.

        This proxy statement/prospectus incorporates important business and financial information about us and the PRC entities that is not included in or delivered with this document. This information is available without charge to security holders upon written or oral request. To make this request, or if you would like additional copies of this proxy statement/prospectus or have questions about the acquisition, you should contact Richard Tan, Chief Executive Officer, Stone Tan China Acquisition Corp., Suite 1A, 11th Floor, Tower 1, China Hong Kong City, 33 Canton Road, Kowloon, Hong Kong or Morrow & Co., LLC, our proxy solicitation agent. See the section entitled "Where You Can Find More Information." To obtain timely delivery of requested materials, security holders must request the information no later than five business days before the date they submit their proxies or attend the special meetings. The latest date to request the information to be received timely is October 9, 2009.

        Morgan Joseph & Co. Inc., or Morgan Joseph, acted as sole book-running manager and representative of the underwriters of the IPO. Upon consummation of the acquisition, the underwriters of the IPO will be entitled to receive up to an aggregate of approximately $9.2 million of deferred underwriting commissions subject to the following: if the acquisition is not consummated and we are required to be liquidated, the underwriters will not receive any of such funds, all of which will be returned to our stockholders as part of the liquidation. Morgan Joseph has agreed that if immediately prior to the initial closing (giving effect to payments, if any, to purchase IPO shares, as described elsewhere in this proxy statement/prospectus) there shall be less than $185 million of funds in the trust account, then Morgan Joseph shall only be paid a fee of 3.5% of the amount in the trust account at such time.

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STONE TAN CHINA ACQUISITION CORP.
Suite 1A, 11^th Floor, Tower 1, China Hong Kong City
33 Canton Road, Kowloon, Honk Kong

NOTICE OF SPECIAL MEETING OF WARRANT HOLDERS
OF STONE TAN CHINA ACQUISITION CORP.
TO BE HELD ON OCTOBER 14, 2009

        To the Warrant Holders of Stone Tan China Acquisition Corp.:

        NOTICE IS HEREBY GIVEN that the special meeting of warrant holders of Stone Tan China Acquisition Corp., a Delaware corporation, will be held at 9:00 a.m. eastern time, on October 14, 2009, at the offices of Loeb & Loeb LLP, our counsel, at 345 Park Avenue, 19th Floor, New York, New York 10154. You are cordially invited to attend the meeting, which will be held for the following purposes:

1.

to consider and vote upon a proposal to amend certain terms of the Warrant Agreement, dated as of October 15, 2007, by and between us and Continental Stock Transfer and Trust Company that governs the terms of our outstanding warrants, or the Warrant Agreement, in connection with the investment by our wholly-owned Hong Kong subsidiary, or Stone Tan Hong Kong, in not less than one and up to three newly-formed entities, each entity holding a government license from Chongqing City, PRC, or Chongqing, to operate a business in the non-bank financial services industry targeting small and medium-sized businesses. We refer to this contemplated transaction as the "acquisition." The amendment to the Warrant Agreement will (i) clarify that the warrants to become exercisable on the initial closing of the acquisition; (ii) increase the exercise price of our warrants from $5.50 per share to $9.00 per share; (iii) increase the target stock price for redemption of the warrants, which we refer to herein as the warrant redemption price, from $11.50 to $15.40; and (iii) extend the expiration date of the warrants from October 15, 2011 to October 15, 2013—this proposal is referred to as the "warrant amendment proposal";



2.

to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, we are not authorized to consummate the warrant amendment proposal—this proposal is referred to as the "adjournment proposal."

        These items of business are described in the attached proxy statement/prospectus, which you are encouraged to read in its entirety before voting. Only holders of record of our warrants at the close of business on September 29, 2009 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

        The approval of the warrant amendment proposal is a condition to the consummation of the acquisition.

        On the record date, there were 39,170,300 warrants outstanding. The holders of the 6,200,000 warrants, or founder warrants, purchased in a private placement immediately prior to our initial public offering, or IPO, intend to vote their warrants in favor of the warrant amendment proposal.

        After careful consideration, our board of directors has determined that the proposals are fair to and in the best interests of us and our warrant holders and unanimously recommends that you vote or give instruction to vote "FOR" the approval of all of the proposals. You should be aware that our board members have interests in the adoption of the proposals that may be different from, or in addition to, your interest as a warrant holder, in that they will directly benefit from the adoption of the proposals and consummation of the transaction. These interests are more particularly described in the attached proxy statement/prospectus in the section entitled "The Acquisition Proposal—Interests of Our Directors and Officer and Others in the Acquisition."

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        All of our warrant holders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a warrant holder of record of us, you may also cast your vote in person at the special meeting. If your warrants are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your warrants or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the warrant amendment proposal.

        A complete list of our warrant holders of record entitled to vote at the special meeting will be available for ten days before the special meeting at our principal executive offices for inspection by warrant holders during ordinary business hours for any purpose germane to the special meeting.

        Your vote is important regardless of the number of warrants you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your warrants 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 warrants you beneficially own are properly counted. This proxy statement/prospectus and a form of proxy are available to view online at the following internet address: www.stonetanchina.com.

        Thank you for your participation. We look forward to your continued support.

September 30, 2009		By Order of the Board of Directors
		Roger Stone, Chairman of the Board

        IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR WARRANTS WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. IF THE ACQUISITION IS NOT COMPLETED, WE WILL NOT COMPLETE AN INITIAL BUSINESS COMBINATION PRIOR TO OCTOBER 15, 2009, AND THE WARRANTS WILL EXPIRE WORTHLESS.

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SUMMARY OF THE MATERIAL TERMS OF THE ACQUISITION

        The following summary highlights some of the information in this proxy statement/prospectus. It does not contain all of the information that you should consider before deciding how to vote on any of the proposals described herein. You should read carefully the more detailed information set forth under "Risk Factors" and the other information included in this proxy statement/prospectus.

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In the prospectus included in the registration statement for our IPO, we undertook to consummate an initial business combination in which we would acquire one or more operating businesses with a collective fair market value equal to at least 80% of our net assets (primarily the amount in the trust account, net of deferred underwriting compensation) at the time of the transaction. These requirements are set forth in our certificate of incorporation. In the proposed transaction, (i) none of the PRC entities in which we are seeking a controlling interest is an operating business and (ii) neither the individual nor the combined fair market value of the three entities on the date of the transaction will be at least 80% of our net assets. Accordingly, the acquisition does not satisfy the requirements set forth in our certificate of incorporation. However, we considered and analyzed numerous companies and acquisition opportunities in our search for an attractive business combination candidate, none of which were believed to be as attractive to public stockholders as the acquisition. Accordingly, we are proposing to amend the terms of our certificate of incorporation to allow for the consummation of the proposed transaction. See the section entitled "The Initial Charter Proposal."



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If the initial charter proposal is approved, stockholders will be asked to approve the acquisition of controlling interests in either one, two or three of the PRC entities, depending upon the amount of proceeds available from the trust account. If our stockholders and warrant holders approve the proposals that are conditions to the acquisition and a minimum of $85 million of trust account funds are available, we will use all of such funds to acquire an approximately 85% interest in CGC. If at least $145 million of funds are available by the initial closing deadline, we will acquire, in addition to the CGC interest, a 95% interest in FLC and if at least $205 million of funds are available, we will also acquire a 100% interest in SLC.



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If at the initial closing we can only invest in one or two of the PRC entities, we will seek the additional funding we need through a private placement of our securities. We do not yet have any agreements or arrangements with respect to a private financing and we may not be able to raise any funds following the initial closing. Accordingly, stockholders must be aware that even if we satisfy the minimum funding requirement, the acquisition may involve our investment in only one (i.e., CGC) or perhaps two (i.e., CGC and FLC) of the PRC entities. See the section entitled "The Acquisition Proposal."



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CGC will provide loan guaranties from partner banks to small and medium sized enterprises, or SMEs. FLC will provide leasing to SMEs in the agricultural, manufacturing and small scale industrial businesses. SLC will provide small sum loans to SMEs that are unable to access China's large commercial banks. See the section entitled "Proposed Business of the PRC Entities."



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At the time of the IPO, the founding stockholders entered into an agreement with Morgan Joseph to purchase up to an aggregate $10 million of our common stock in the open market commencing 10 business days after our public announcement of the proposed transaction at a price per share not to exceed the per share amount held in the trust account reported in the 8-K, or $7.99. Their obligation to make such open market purchases will end on the business day immediately preceding the date of the special meeting. The founding stockholders agreed to vote any such shares purchased in the open market in favor of the acquisition. In the event $10 million of purchases cannot be completed through open market transactions, our founding stockholders have agreed to purchase from us, in a private placement to occur on the date of and immediately prior to the initial closing, units identical to the units sold in the IPO at a

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purchase price of $8.00 per unit until they have spent an aggregate of $10 million. See the section entitled "The Acquisition Proposal—Purchases by the Founding Stockholders."

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It is possible that the present holders of 30.0% or more of the IPO shares will vote against the acquisition proposal and seek redemption of their IPO shares for cash in accordance with our certificate of incorporation. If such event were to occur, the acquisition could not be completed. To preclude such possibility we, the founding stockholders, and their respective affiliates may enter into arrangements to provide for the purchase of the IPO shares from holders thereof who indicate their intention to vote against the acquisition proposal and seek redemption or otherwise wish to sell their IPO shares or other arrangements that would induce holders of IPO shares not to vote against the acquisition proposal. Definitive arrangements have not yet been determined but some possible methods are described in the section titled "The Acquisition Proposal—Actions That May Be Taken to Secure Approval of Our Stockholders."



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At the initial closing of the acquisition, the funds in the trust account will be released to pay transaction fees and expenses, deferred underwriting discounts and commissions, tax liabilities and reimbursement of expenses of the founding stockholders, to pay redeeming stockholders and to make purchases of IPO shares, if any. The balance of the funds will be released to fund the acquisition of controlling interests first in CGC, then in FLC and finally in SLC, depending on the amount of cash available by the initial closing deadline.



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In the event that at the time of the initial closing there is less than $205 million available in the trust account and we are unable to raise the balance of such amount on or before the 180^th day following the initial closing, the founding stockholders have agreed to forfeit, on a pro rata basis, the number of founder shares necessary so that the remaining number of founder shares represents 23.81% of our outstanding common stock (calculated on an as-converted basis if preferred stock is issued) as of such date.



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Immediately following the initial closing, our board of directors will continue to be comprised of Richard Tan and Roger Stone, and Richard Tan will remain our sole executive officer; however, it is our intention to retain a Chief Financial Officer following completion of the acquisition. The board of directors of Stone Tan Hong Kong will consist of Richard Tan, Leon Tan, Chee Ming Yaw, Guangsheng Zhang, David Kiang, David William Oskin and Roger Stone, who will serve as non-executive Chairman of the Board. Richard Tan will serve as Chief Executive Officer. The executive management of the PRC entities has not been determined at this time; however, we intend to seek a Chief Operating Officer to oversee the operations of the PRC entities following the initial closing. See the section entitled "Proposed Business of the PRC Entities."



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In addition to voting on the initial charter proposal and the acquisition proposal, our stockholders will vote on proposals to:



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approve amendments to our certificate of incorporation immediately following the initial closing: (i) to remove restrictions on our general business purpose and our ability to amend such purpose; (ii) to provide for our corporate existence to be perpetual as opposed to the existing provision pursuant to which our corporate existence terminates on October 15, 2009; and (iii) to remove the various provisions applicable only to special purpose acquisition companies by deleting the preamble and sections A through E of Article SIXTH. See the section entitled "The Secondary Charter Proposal."



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adopt the Stone Tan 2009 Incentive Plan. See the section entitled "The Incentive Plan Proposal."



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adjourn the meeting, if necessary. It is possible for us to obtain sufficient votes to approve the adjournment proposal but not receive sufficient votes to approve the initial charter

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proposal, the acquisition proposal and/or the secondary charter proposal, all of which are conditions to the closing of the acquisition. In such a situation, we could adjourn the meeting and attempt to solicit additional votes in favor of such proposals. See the section entitled "The Adjournment Proposal."

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We are also seeking the approval from the holders of our warrants to amend the Warrant Agreement to (i) clarify that the warrants will become exercisable commencing on the initial closing of the acquisition; (ii) increase the exercise price of the warrants from $5.50 per share to $9.00 per share; (iii) increase the warrant redemption price from $11.50 to $15.40; and (iv) extend the expiration date of the warrants from October 15, 2011 to October 15, 2013. The approval of the warrant amendment proposal is a condition to the acquisition being consummated. The amendments, which will reduce the impact of dilution, which we believe is necessary in the current environment in order to obtain stockholder support for the proposed transaction, will be effective immediately upon the initial closing. The founding stockholders have agreed to vote in favor of the warrant amendment proposal at the special meeting. See the section entitled "The Warrant Amendment Proposal."



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The adoption of the initial charter proposal could be deemed to result in changes to our common stock that are so significant that they constitute the issuance of new securities involving a sale, offer to sell, offer for sale or sale (within the meaning of Section 2(3) of the Securities Act of 1933, as amended, or the Securities Act), of a security requiring a new registration statement pursuant to Section 5 of the Securities Act. Accordingly, we have filed a registration statement covering the shares of common stock that may be deemed to be issued if the initial charter proposal is approved and the amendment contemplated by such proposal is adopted and are providing this proxy statement/prospectus and accompanying notice and proxy card to our stockholders in connection with the solicitation of proxies to be voted at the special meeting of stockholders and at any adjournments or postponements thereof. If the initial charter proposal is adopted, you will be invested in the same shares of our common stock and the common stock will have the same CUSIP number.



•

In evaluating the proposals described above, you should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled "Risk Factors."

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QUESTIONS AND ANSWERS
FOR STOCKHOLDERS AND WARRANT HOLDERS ABOUT THE PROPOSALS

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

        We are providing the following selected historical financial information to assist you in your analysis of the financial aspects of the acquisition. Our balance sheet data as of December 31, 2008 and December 31, 2007 and statements of income data for the year ended December 31, 2008 are derived from our audited financial statements, which are included elsewhere in this proxy statement/prospectus. Our balance sheet data as of June 30, 2009 and statements of income data for the six months ended June 30, 2009 and 2008 and for the period from January 24, 2007 (inception) through June 30, 2009 (cumulative) are derived from our unaudited financial statements, which are included elsewhere in this proxy statement/prospectus.

        The information is only a summary and should be read in conjunction with each of our historical financial statements and related notes and "Other Information Related to Stone Tan—Our Management's Discussion and Analysis of Financial Condition and Results of Operations" contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of our future performance.

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SELECTED UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The selected unaudited pro forma condensed consolidated financial information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed consolidated financial information included elsewhere in this proxy statement/prospectus.

        The unaudited pro forma condensed consolidated financial statements have been prepared using the assumptions below with respect to cash and stockholders' equity:

•

Assuming Minimum Redemption:  This presentation assumes that no stockholders exercise redemption rights with respect to their shares for a pro rata portion of the trust account, that the founding stockholders' obligation to purchase $10 million of our securities is satisfied solely through open market purchases and that all of the funds held in the trust account are available after closing for the payment of transactional costs and to fund our investment in the PRC entities; and



•

Assuming Maximum Redemption:  This presentation assumes that stockholders holding one share less than 30.0% of the IPO shares exercise their redemption rights, such shares are redeemed for their pro rata share of the funds in the trust account, that the founding stockholders' obligation to purchase $10 million of our securities is made solely through open market purchases and/or we take actions to secure approval of the acquisition as described in the section titled "The Acquisition Proposal—Actions That May be Taken to Secure Approval of Our Stockholders," and our trust account contains at least $85 million at the initial closing.

        The unaudited pro forma condensed consolidated financial statements are presented for informational purposes only and are subject to a number of uncertainties and assumptions and do not purport to represent what our actual performance or financial position would have been had the proposed transactions occurred on the dates indicated and does not purport to indicate the financial position or results of operations as of any future date or for any future period.

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RISK FACTORS

        You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus.

Risks Related to Our Business and Operations Following the Acquisition

        The value of your investment in us following consummation of the acquisition will be subject to the significant risks affecting the businesses to be conducted by the PRC entities described below. If any of the events described below occur, our post-acquisition business, financial condition, liquidity and/or results of operations could be adversely affected in a material way. This could cause the price of our common stock or warrants to decline, perhaps significantly, and you therefore may lose all or part of your investment.

Rescission and Damage Claims

Holders of IPO shares who purchased their units in the IPO and still held such shares upon learning of our intention to seek approval of proposals that are significantly different from what was disclosed in our IPO prospectus, may have claims against us and our directors and officer for rescission and damages.

        The prospectus issued by us in our IPO disclosed that (i) we are required to complete a business combination in which we acquire one or more operating businesses having a fair market value equal to at least 80% of our net assets (essentially the trust account balance, excluding deferred underwriting discounts and commissions, together with any funds remaining outside the trust) and (ii) that we would not seek to amend any of the provisions of Articles FIFTH and SIXTH of our certificate of incorporation. Furthermore, the IPO prospectus did not disclose that funds in the trust account might be used to purchase IPO shares from holders thereof who have indicated their intention to vote against the acquisition and redeem their shares for cash. Consequently, a holder of IPO shares who purchased them in the IPO and still held them upon learning of these facts may seek rescission of the purchase of the units he acquired in the IPO. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of his or her shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. We cannot predict whether our stockholders will bring such claims, how many might bring them or the extent to which they might be successful. Our financial position and operating results could be adversely impacted by the successful pursuit of rescission or damage claims. See the section entitled "Rescission Rights" for a more detailed description of your rights.

General

We may not have sufficient funds to make the proposed investments in all three PRC businesses.

        Depending on the funds available to us upon the initial closing, we may only be able to acquire a controlling interest in CGC or perhaps CGC and FLC, but not all three of the PRC entities. In such event, we intend following the initial closing to seek funding to enable us to complete the remaining acquisitions within the time frames provided for in the applicable agreements; however, it is possible that we will not be able to fund the purchase of interests in any additional entity following the initial closing. In such event, we would seek to renegotiate the terms of our investment in the unfunded entity or entities with the Chongqing government; however, we cannot assure you that any such efforts would be successful. We believe the combined businesses will provide important synergies and benefits and the failure to acquire interests in all three PRC entities and the inability to pursue the three businesses contemplated by our business plan may have a material adverse impact on our business prospects. In such event, we may not be able to grow such businesses to a level necessary to achieve our desired operating results.

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If we are required to raise additional funds following the initial closing to complete our investment in all of the PRC entities, such financing may be on terms more favorable than your investment in us and you may experience substantial dilution.

        If there are insufficient funds available in the trust account by the initial closing deadline to complete our investment in the three PRC entities, we will seek to raise the additional necessary funds through a private placement of our securities. The terms of such financing may be more favorable than your investment in Stone Tan. Any sale of equity securities following the initial closing, whether to complete the acquisition or for working capital or other purposes, may involve substantial dilution to you.

If the acquisition is completed, a large portion of the funds in our trust account may be used to pay redeeming stockholders or for the purchase, directly or indirectly, of IPO shares. As a consequence, such funds will not be available to us to fund the acquisition of interests in the PRC entities or for working capital and general corporate purposes.

        Pursuant to our certificate of incorporation, holders of IPO shares may vote against the acquisition proposal and demand that we redeem their shares for a pro rata share of the trust account where a substantial portion of the net proceeds of the IPO are held. We will not consummate the acquisition if holders of 9,891,090 or more IPO shares exercise these redemption rights. A large portion of the funds in the trust account may be used by us to acquire IPO shares from holders thereof who have indicated their intention to vote against the acquisition proposal and elect to redeem their shares for cash so that such shares will be voted in favor of the acquisition proposal, which would diminish the funds available to acquire our interests in the PRC entities. Furthermore, the amount of funds in our trust account that are so used will not be available to us for working capital or general corporate purposes.

The PRC entities have no operating history and a relatively new business model in an emerging and rapidly evolving market. This makes it difficult to evaluate our future prospects, may increase the risk that we will not be successful and increases the risk of a prospective investor's investment.

        The PRC entities have no operating history for investors to evaluate our business and future prospects. The proposed business operations of the PRC entities are subject to numerous risks associated with establishing any new business, including unforeseeable expenses, delays and complications, as well as the specific risks associated with operating financial service businesses, as more fully described below. We cannot assure you that any of the PRC entities will be successful in implementing their respective business plans, or that they will ever achieve profitable operations. Prospective investors should consider our proposed business and prospects in light of the potential risks, unexpected costs and difficulties the PRC entities will encounter as early stage enterprises in a new and rapidly evolving market. We may not be able to successfully address these risks and difficulties, which could materially harm our business and operating results.

Our businesses will be subject to the risks inherent to SMEs.

        Our intention is to focus all three of our PRC entities on SMEs, which are inherently subject to greater risks than larger or state-owned enterprises, including increased vulnerability to fluctuations in operating results and economic downturns, and a lack of significant fixed assets to pledge as collateral. Accordingly, the provision of financial accommodations to smaller and less well established entities may also subject us greater risk than the provision of financial accommodations to larger companies.

Our financial condition will be dependent, in part, on the financial strength of our customers.

        The ability of our customers to perform their obligations under loan or lease agreements will depend primarily on their financial condition and cash flow, which may be affected by factors outside

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of our control, including downturns in the customer's industry or particular business enterprise. If we do not diligently and appropriately assess the credit risk of our customers and their ability to perform under their loan or lease agreements, we may enter into agreements with clients who are unable to perform their obligations and do not have sufficient collateral to fully fund their obligations, which could adversely affect our financial results and growth prospects.

The businesses in which we intend to operate will expose us to substantial credit risk and we will need to establish credit rating and risk management models that help us to reduce our exposure to such risks.

        Our financial products and services, in particular our intent to target SMEs, will expose us to substantial credit risk. Our success will depend on our ability to reduce our exposure to such risks by developing and implementing a credit rating database and establishing appropriate risk management models. Establishing the necessary processes and procedures will require a significant investment. We cannot assure you that we will be able to develop a credit rating database or establish a successful risk management models, in which event our financial condition and business prospects will be adversely affected. Moreover, any inaccurate assessment of the credit risks regarding our customers may adversely affect our asset quality, financial condition and results of operations.

We will be exposed to risks associated with interest rate changes and changes in the market values of our investments.

        We expect to offer a variety of financing products to our customers including fixed and floating-rate loans of various maturities and currency denominations, and a variety of leases, including operating leases. Changes in interest rates or in the relationships between short-term and long-term interest rates, or in the relationships between different interest rate indices (i.e., basis risk) can affect the interest rates charged on interest-earning assets differently than the interest rates paid on interest-bearing liabilities, which can result in an increase in interest expense relative to finance income. This increase in interest expense relative to finance income may adversely affect our financial results and growth prospects.

Our proposed business will depend on the availability of a sufficient level of cash and cash equivalents and any a lack of liquidity would adversely impact our ability to operate.

        In order to meet any contingent financial guaranty obligations or conduct a leasing or loan business, we will need to maintain a sufficient level of cash and cash equivalents at all times. Even a temporary lack of liquidity could adversely impact our business if we are required to satisfy a credit guaranty obligation during such a shortfall.

Our ability to implement our business plan will depend on the success of our efforts to retain a Chief Operating Officer and other senior management personnel to oversee the operations of the PRC entities who have the professional experience and personal qualities we believe are necessary for a successful business.

        While we have identified several potential candidates for senior management positions following the acquisition, to date we have not retained a Chief Operating Officer or other senior management personnel to oversee the operations of the PRC entities. Our efforts to implement our business plan will depend on our ability to retain individuals with both the professional experience and personal qualities we believe are essential to enter, establish a good reputation and successfully compete in any or all of the businesses we will seek to operate.

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Our success will be dependent on our ability to attract and retain highly skilled personnel for all areas of our operations.

        Our future success will depend on our ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization, in particular skilled managers and loan officers. Trained and experienced personnel are in high demand, and may be in short supply in some areas. We cannot assure you that we will be able to attract, motivate and maintain an adequate skilled workforce necessary to operate our proposed businesses, or that labor expenses will not increase as a result of a shortage in the supply of skilled field personnel. If we are unable to attract, retain and motivate the requisite workforce, we may not be able to successfully implement our business plan.

Expansion of our business will depend, in part, on whether we can acquire additional licenses.

        We have obtained licenses for each of the PRC entities, allowing us to operate in a certain jurisdiction or area. While the licenses for CGC and FLC give us access to the entire PRC market, the other licenses only allow us to operate in Chongqing. As the business grows, it will be necessary to reapply for licenses which allow us to establish new offices and sales teams outside the initial territories in which we will operate. The failure to obtain any necessary licenses to expand our geographic region would impede our ability to grow our business.

We will face substantial competition from banks and other non-banking financial institutions in the PRC.

        We will face competition from large institutions with higher capitalization. We will also compete with companies expanding from other cities. In addition, to the extent the financial infrastructure in China becomes stronger, creating better financial accounting standards and a standardized system of credit ratings, large commercial banks will be more willing to loan to SMEs and newer enterprises.

The target customer base of the PRC entities will involve significant overlap and we may be vulnerable to cannibalism between our different businesses.

        The initial target customer base for all of the PRC entities are SMEs in Chongqing and, accordingly, their businesses may involve a significant amount of overlap. For example, a potential customer seeking to acquire equipment for its operations might choose to obtain a credit guaranty from CGC for a bank loan or borrow money from SLC to purchase the equipment or might choose to lease the equipment through FLC. If we fail to implement quality internal coordination, this overlap could lead to low interest rates or guarantee fee rates and high marketing costs, which would have an adverse impact on our financial condition.

Risks Related to the Credit Guaranty Business and Small Sum Loan Business

We will be dependent upon our ability to enter into relationships with "partner" banks that will accept our loan guaranties and our failure to develop and maintain such banking relationships may materially adversely impact our ability to implement CGC's business plan.

        The success of the credit guaranty business will depend, in substantial part, on our ability to develop and maintain relationships with banks that will accept our guaranties. To date, we have not entered into any "partner" bank relationships and, in light of the uncertain nature of the evolving credit guaranty market in the PRC and our early stage of development, we cannot assure you that we will be successful in our efforts to establish such relationships. Any failure to do so would have a material adverse impact on our ability to implement CGC's business plan.

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We will be required to pay on our loan guarantees if a customer fails to repay the bank loan or satisfy the contractual obligation that we have guaranteed.

        CGC's financial guaranties will represent irrevocable obligations to make payments to banks for loans on which our customers have defaulted or to other entities with respect to which our customers have failed to perform a contractual obligation. While we will attempt to minimize the risk of defaults by performing due diligence and financial assessments of our customers and may seek further protection by taking a security interest in their collateral, there can be no assurance that we will not have to pay on our guarantees. Furthermore, we cannot provide assurance that the collateral in which we have a security interest, if any, will be sufficient to cover all or a portion of the amount of our guaranties. A high level of defaults or other non-performance by customers would have a material adverse affect on our operations and financial condition.

If we are unable to realize the collateral or guarantees securing our loans to cover the outstanding principal and interest balance of our loans, our financial condition and results of operations may be adversely affected.

        We expect that a substantial portion of our credit guaranties and small sum loans will be secured by assets located in the PRC. The value of such collateral may fluctuate or decline due to factors beyond our control, including macroeconomic factors affecting the PRC economy. Any significant decline in the value of the collateral securing our loans may result in a reduction in the amount we can recover from collateral realization and an increase in its impairment losses. For the foregoing reasons, we may be unable to realize the full value of the collateral securing our guaranties or loans in a timely manner or at all.

The system for recording liens in the PRC is not as developed as our system in the U.S. and we may experience difficulties in determining the existence of prior liens or enforcing our rights to realize on collateral.

        The PRC does not currently have a developed system for recording liens comparable to the Uniform Commercial Code in the United States. We may experience difficulties in determining the existence of prior liens on collateral that our customers will seek to pledge for our financial accommodations to them, which in turn could lead to difficulties in our attempts to enforce our rights to realized on such collateral. While we will attempt to minimize this risk by conducting due diligence and, where possible, lending on new collateral, our financial condition and results of operations could be materially adversely impacted if we are unable to accurately assess the existence of prior liens or enforce our rights to realize on collateral.

Our credit guaranties and small sum loans will be heavily concentrated in certain regions, and any significant downturn in any of these regions may adversely affect our financial condition and results of operations.

        We expect that during the foreseeable future, our credit guaranties and small sum loans will be concentrated in Chongqing. Any significant economic downturn in this region may adversely affect our ability to make these financial accommodations and, in turn, negatively affect our financial condition and results of operations.

Our joint venture partner has holdings in a number of credit guaranty companies and other financial services businesses, which ownership interest may lead to potential conflicts of interest that could adversely impact our business prospects.

        Yufu is our joint venture partner in CGC and will hold an approximately 15% interest in this entity. Yufu currently has holdings in several other PRC-based credit guaranty companies, including one that it wholly owns. Some of these businesses could be direct competitors of ours. In addition, Yufu has interests in a number of other financial services businesses that could compete with the business of the

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PRC entities. Yufu could become of aware of business opportunities that may be appropriate for presentation to us as well as one or more of the other entities in which it has invested. These ownership interests may result in a conflict of interest that may not be resolved in our favor and could adversely affect our business prospects. We do not have any written agreement with Yufu covering potential conflicts of interest.

Risks Related to the Financial Leasing Business

The success of our leasing business will be subject to risks inherent in the leasing business generally.

        A number of factors, which may be beyond our control, may affect our ability to operate a leasing business profitably. These include:

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lease contracts may be treated as long-term obligations, and generally we will not be able to cancel lease contracts during the term of the lease even if the lease contract becomes disadvantageous to us;



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the ability of equipment manufacturers to meet our demands;



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changes in economic conditions, including fluctuations in demand for equipment, interest rates and inflation rates;



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defaults by lessees; and



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increases in our expenses, including labor, tax and insurance expenses.

        Any one or more of these factors could have significant negative impact on our revenues and results of operations.

Our financial condition will be dependent, in part, on the financial strength of our lessees and a significant rate of lessee defaults and other credit problems could adversely affect our financial results and growth prospects.

        Our financial condition will depend on the financial strength of our lessees, our ability to diligently and appropriately assess the credit risk of our lessees and the ability of lessees to perform under their leases. The ability of our lessees to perform their obligations under lease agreements will depend primarily on the lessees' financial condition and cash flow, which may be affected by factors outside of our or their control. It is expected that restructurings and/or repossessions with some lessees will occur.

        Some lessees encountering financial difficulties may seek a reduction in their lease rates or other concessions, such as a decrease in their contribution toward maintenance obligations. Any future downturns in the lessees' industry could greatly exacerbate the weakened financial condition and liquidity problems of some of our lessees and further increase the risk of delayed, missed or reduced rental payments. If a lessee is late in making payments, fails to make payments in full or in part under a lease or has advised us that it will fail to make payments in full or in part under a lease in the future, we may elect or be required to restructure the lease, which could result in less favorable terms or termination of a lease without receiving all or any of the past due amounts. We may be unable to agree upon acceptable terms for some or all of the requested restructurings and as a result may be forced to exercise our remedies under those leases. If, in the exercise of our remedies, we repossess the equipment, we may not be able to re-lease the equipment promptly at favorable rates, if at all.

        We may not correctly assess the credit risk of each lessee or charge lease rates which correctly reflect the related risks and our lessees may not be able to continue to meet their financial and other obligations under lease agreements. A delayed, missed or reduced rental payment from a lessee will decrease our revenues and cash flow. If lessees of a significant amount of equipment default on their leases, our financial results and growth prospects will be adversely affected.

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The success of any vendor origination programs will depend in part on demand for the products of our equipment supplier partners.

        We may invest significant resources, including personnel and capital, in developing vendor programs with equipment suppliers. If there is no demand for the equipment suppliers' products and the equipment suppliers are unable to identify suitable lessees for the equipment, we may lose our entire investment in the vendor program. This would have an adverse affect on our revenues and results of operations.

We may purchase a significant amount of our equipment from a limited number of suppliers. Termination of one or more of our relationships with any of those suppliers could have a material adverse effect on our business because we may be unable to obtain adequate rental and sales equipment from other sources in a timely manner or at all.

        We may purchase most of the equipment to be leased from a limited number of equipment suppliers. Termination of one or more of our relationships with any of these or other major suppliers could have a material adverse effect on our business, financial condition or results of operations if we were unable to obtain an adequate supply of equipment from other sources in a timely manner or at all. Because it is expected that major suppliers will also sell equipment to our competitors, our relationships with suppliers will not afford us with any particular competitive advantage.

We may not be able to compete successfully in the highly competitive leasing businesses.

        The structured lease finance business is highly fragmented and competitive. We will compete with:

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a large number of national, regional and local banks, savings banks, leasing companies and other financial institutions;



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captive finance and leasing companies affiliated with major equipment manufacturers; and



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other sources of financing.

        Many of our competitors are substantially larger and have considerably greater financial, technical and marketing resources than we will have. Competition with these entities may delay investment of our capital, reduce the creditworthiness of potential lessees to whom we will have access, or decrease our yields. For example, some competitors may have a lower cost of funds and access to funding sources that are not available to us. A lower cost of funds could enable a competitor to offer leases or loans at rates which are less than ours, potentially forcing us to lower our rates or lose origination volume.

Risks Related to Doing Business in the PRC

After the initial closing, substantially all of our assets will be located in the PRC and substantially all of our revenue will be derived from our operations in the PRC. Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and legal developments in China.

        The PRC's economic, political and social conditions, as well as government policies, could affect our business. The PRC economy differs from the economies of most developed countries in many respects.

        Since 1978, the PRC has been one of the world's fastest-growing economies in terms of gross domestic product, or GDP growth. We cannot assure you, however, that such growth will be sustained in the future. If, in the future, the PRC's economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive

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target business with which to consummate a business combination and if we make an acquisition, the ability of that target business to become profitable.

        Our ability to implement our business plan is based on the assumption that the Chinese economy will continue to grow. The PRC's economic growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, our business, prospects, financial condition and results of operations may be materially adversely affected by PRC government control over capital investments or changes in tax regulations that are applicable to us or our proposed business.

        The PRC economy has been transitioning from a planned economy to a more market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the use of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. It also exercises significant control over PRC economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. We cannot assure you that the PRC's economic, political or legal systems will not develop in a way that becomes detrimental to our business, prospects, financial conditions and results of operations.

Adverse changes in political and economic policies of the PRC government could impede the overall economic growth of the PRC, which could reduce the demand for our product and service offerings and adversely affect our business and prospects.

        We will conduct substantially all of our operations and generates most of our revenues in the PRC. Accordingly, our business, financial condition, results of operations and prospects will be affected significantly by economic, political and legal developments in the PRC. The PRC economy differs from the economies of most developed countries in many respects, including:

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the higher level of government involvement and regulation;



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the early stage of development of the market-oriented sector of the economy;



•

the rapid growth rate;



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the higher rate of inflation;



•

the higher level of control over foreign exchange; and



•

government control over the allocation of many resources.

        As the PRC economy has been transitioning from a planned economy to a more market-oriented economy, the PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. While these measures may benefit the overall PRC economy, they may also have a negative effect on us.

        Although the PRC government has in recent years implemented measures emphasizing the utilization of market forces for economic reform, the PRC government continues to exercise significant control over economic growth in the PRC through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and imposing policies that impact particular industries or companies in different ways.

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        In the past 20 years, the PRC has been one of the world's fastest growing economies measured in gross domestic product. However, in conjunction with recent slowdowns in economies of the United States and European Union, the growth rate in the PRC has declined in recent quarters. Any further adverse change in the economic conditions or any adverse change in government policies in the PRC could have a material adverse effect on the overall economic growth and the level of consumer spending in the PRC, which in turn could lead to a reduction in demand for our services and consequently have a material adverse effect on our business and prospects.

Deterioration of the PRC's political relations with the U.S., Europe, or other nations could make Chinese businesses less attractive to Western investors.

        The relationship between the U.S. and the PRC is subject to sudden fluctuation and periodic tension. Changes in political conditions in the PRC and changes in the state of Sino-foreign relations are difficult to predict and could materially adversely affect our operations or cause potential target businesses or services to become less attractive. This could lead to a decline in our profitability. Any weakening of relations between the U.S., Europe, or other nations and the PRC could have a material adverse effect on our operations or our ability to raise additional capital.

Many industries in the PRC are subject to government regulations that limit or prohibit foreign investments in such industries, which may limit the potential number of acquisition candidates.

        The Chinese government has imposed regulations in various industries that would limit foreign investors' equity ownership or prohibit foreign investments altogether in companies that operate in such industries. If the PRC enacts regulations in more industry segments which forbid or restrict foreign investment, our ability to consummate a business combination could be severely impaired.

        Many of the rules and regulations that companies face in the PRC are not explicitly communicated. If new laws or regulations forbid foreign investment in industries in which we want to complete a business combination, they could severely impair our choice of candidate pool of potential target businesses. Additionally, if the relevant Chinese authorities find us or the target business with which we ultimately complete a business combination to be in violation of any existing or future Chinese laws or regulations, they would have broad discretion in dealing with such a violation, including, without limitation:

•

levying fines;



•

revoking our business license and other licenses;



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requiring that we restructure our ownership or change the business scope; and/or



•

requiring that we discontinue any portion or all of our business.

        The imposition of any of the above penalties could result in a material and adverse effect on our ability to conduct our business as well as our financial situation and we might be forced to relinquish our interests in operations.

        In many cases, existing regulations with regard to investments from foreign investors and domestic private capital lack detailed explanations and operational procedures, and are subject to interpretation, which may change over time. We thus cannot be certain how the regulations will be applied to our business, either currently or in the future. Moreover, new regulations may be adopted or the interpretation of existing regulations may change, any of which could result in similar penalties, resulting in a material and adverse effect on our ability to conduct our business as well as our financial situation.

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Fluctuations in exchange rates could result in foreign currency exchange losses.

        Because substantially all of our revenues and expenditures will be denominated in Renminbi and our cash is denominated in U.S. dollars, fluctuations in the exchange rate between the U.S. dollar and Renminbi will affect the relative purchasing power of such amounts and the amount we will spend in purchasing equipment for FLC as well as our balance sheet and earnings per share in U.S. dollars. In addition, we will report our financial results in U.S. dollars, and appreciation or depreciation in the value of the Renminbi relative to the U.S. dollar would affect our financial results reported in U.S. dollars terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of earnings from and the value of any U.S. dollar-denominated investments we make in the future.

        Since July 2005, the Renminbi has no longer been pegged to the U.S. dollar. Although currently the Renminbi exchange rate versus the U.S. dollar is restricted to a rise or fall of no more than 0.5% per day and the People's Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, the Renminbi may appreciate or depreciate significantly in value against the U.S. dollar in the medium- to long-term. Moreover, it is possible that in the future, PRC authorities may lift restrictions on fluctuations in the Renminbi exchange rate and lessen intervention in the foreign exchange market.

        Very limited hedging transactions are available in the PRC to reduce our exposure to exchange rate fluctuations. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedging transactions may be limited and we may not be able to successfully hedge our subsidiaries' exposure at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currency.

The discontinuation of any of the preferential tax treatments currently available to the PRC entities could materially increase our tax liabilities.

        Under applicable PRC tax laws, companies established in the PRC are generally subject to a state and local enterprise income tax, or EIT. Any increase in the enterprise income tax rate applicable to our subsidiaries could adversely affect our business, operating results and financial condition.

Restrictions on currency exchange may limit our ability to utilize our revenues effectively and the ability of the PRC entities to obtain financing.

        Substantially all of our revenues and operating expenses will denominated in Renminbi. Restrictions on currency exchange imposed by the PRC government may limit our ability to utilize revenues generated in Renminbi to fund our business activities outside the PRC, if any, or expenditures denominated in foreign currencies. Under current PRC regulations, Renminbi may be freely converted into foreign currency for payments relating to "current account transactions," which include among other things dividend payments and payments for the import of goods and services, by complying with certain procedural requirements. The PRC entities may also retain foreign exchange in their respective current account bank accounts, subject to a cap set by SAFE or its local counterpart, for use in payment of international current account transactions. However, conversion of Renminbi into foreign currencies, and of foreign currencies into Renminbi, for payments relating to "capital account transactions," which principally includes investments and loans, generally requires the approval of SAFE and other relevant PRC governmental authorities. Restrictions on the convertibility of the Renminbi for capital account transactions could affect the ability of the PRC entities to make investments overseas or to obtain foreign exchange through debt or equity financing, including by means of loans or capital contributions from the parent entity.

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        Any existing and future restrictions on currency exchange may affect the ability of the PRC entities or an affiliated entity to obtain foreign currencies, limit our ability to utilize revenues generated in Renminbi to fund our business activities outside the PRC that are denominated in foreign currencies, or otherwise materially and adversely affect our business.

If the PRC imposes restrictions to reduce inflation, future economic growth in the PRC could be severely curtailed which could lead to a significant decrease in our profitability following a business combination.

        While the economy of the PRC has experienced rapid growth, this growth has been uneven among various sectors of the economy and in different geographical areas of the country. Rapid economic growth can lead to growth in the supply of money and rising inflation. In order to control inflation in the past, the PRC has imposed controls on bank credits, limits on loans for fixed assets and restrictions on state bank lending. If similar restrictions are imposed, it may lead to a slowing of economic growth and decrease the interest in the services or products we may ultimately offer leading to a decline in our profitability.

Because Chinese law will govern almost all of Stone Tan Hong Kong's and the PRC entities' material agreements, we may not be able to enforce our rights within the PRC or elsewhere, which could result in a significant loss of business, business opportunities or capital.

        We believe that it is highly likely that Chinese law will govern almost all of Stone Tan Hong Kong's and the PRC entities' material agreements, some or many of which could be with Chinese governmental agencies. We cannot assure you that we will be able to enforce any of our material agreements or that remedies will be available outside of the PRC. The Chinese legal system is similar to a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have little precedential value. Although legislation in the PRC over the past 30 years has significantly improved the protection afforded to various forms of foreign investment and contractual arrangements in the PRC, these laws, regulations and legal requirements are relatively new and their interpretation and enforcement involve uncertainties, which could limit the legal protection available to us, and foreign investors, including you. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital and could have a material adverse impact on our business, prospects, financial condition, and results of operations.

The PRC legal system embodies uncertainties that could limit the legal protections available to us and our stockholders.

        Unlike common law systems, the PRC legal system is based on written statutes and decided legal cases have little precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation since then has been to significantly enhance the protections afforded to various forms of foreign investment in the PRC. SLC will be a wholly foreign-owned enterprise, and will be subject to laws and regulations applicable to foreign investment in the PRC in general and laws and regulations applicable to wholly foreign-owned enterprises in particular. The Company's PRC affiliated entities will be subject to laws and regulations governing the formation and conduct of domestic PRC companies. Relevant PRC laws, regulations and legal requirements may change frequently, and their interpretation and enforcement involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than under more developed legal systems. Such uncertainties, including the inability to enforce our contracts, could

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materially and adversely affect our business and operations. In addition, confidentiality protections in the PRC may not be as effective as in the United States or other countries. Accordingly, we cannot predict the effect of future developments in the PRC legal system, particularly with respect to financing sectors, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us and other foreign investors.

Stone Tan Hong Kong will be subject to restrictions on dividend payments.

        After the acquisition, we may rely on dividends and other distributions from Stone Tan Hong Kong to provide us with cash flow and to meet our other obligations. Current regulations in the PRC would permit Stone Tan Hong Kong to pay dividends to us only out of its accumulated distributable profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, Stone Tan Hong Kong will be required to set aside at least 10% (up to an aggregate amount equal to half of its registered capital) of its accumulated profits each year. Such cash reserve may not be distributed as cash dividends. In addition, if Stone Tan Hong Kong incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments to us.

We are required to deduct Chinese corporate withholding taxes from dividends we may pay to our stockholders following the acquisition.

        On March 16, 2007, the NPC, approved and promulgated the PRC Enterprise Income Tax Law (the "New EIT Law"). This New EIT Law took effect on January 1, 2008. Under the New EIT Law, foreign invested enterprises, or FIEs, and domestic companies are subject to a uniform tax rate of 25%. The New EIT Law provides a five-year transition period starting from its effective date for those enterprises which were established before the promulgation date of the New EIT Law and which were entitled to a preferential lower tax rate under the then-effective tax laws or regulations.

        On December 26, 2007, the State Council issued a Notice on Implementing Transitional Measures for Enterprise Income Tax (the "Notice"), providing that the enterprises that have been approved to enjoy a low tax rate prior to the promulgation of the New EIT Law will be eligible for a five-year transition period since January 1, 2008, during which time the tax rate will be increased step by step to the 25% unified tax rate set out in the New EIT Law. From January 1, 2008, for the enterprises whose applicable tax rate was 15% before the promulgation of the New EIT Law, the tax rate will be increased to 18% for year 2008, 20% for year 2009, 22% for year 2010, 24% for year 2011, 25% for year 2012. For the enterprises whose applicable tax rate was 24%, the tax rate will be changed to 25% from January 1, 2008. Furthermore, in accordance with the Notice, the income derived from the PRC of a foreign enterprise that has no establishment in the PRC is subject to a 10% withholding tax absent a tax treaty between the PRC and the jurisdiction where the foreign enterprise is incorporated. For example, the 10% withholding tax has been reduced to 5% pursuant to the Double Tax Avoidance Agreement between Hong Kong and Mainland China if the beneficial owner in Hong Kong owns more than 25% of the registered capital in a company in the PRC. As a result, following the acquisition Stone Tan Hong Kong will be required to deduct Chinese withholding taxes from dividends distributed to us as the parent entity, meaning we would have less funds to use in connection with our operations as the parent entity or for distribution to our stockholders. When we declare dividends from such income in the PRC, it is unclear whether the income may enjoy a reduced withholding tax rate of 5% under the Double Tax Avoidance Agreement between Hong Kong and Mainland China as the PRC tax authorities may regard Stone Tan Hong Kong as a shell company for tax purpose only and still deem our subsidiaries in the PRC as the subsidiaries directly owned by our U.S. holding company.

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We may be unable to repossess and re-lease or sell equipment that is the subject of defaulted leases.

        Higher than expected lease defaults will result in a loss of anticipated revenues. These losses may adversely affect our financial condition and, if the level of defaults is sufficiently high, may result in our inability to fully recover our investment. While we will seek to repossess and re-lease or sell the equipment subject to a defaulted lease, we may not be able to do so on advantageous terms. If a lessee files for protection under the bankruptcy laws, we may experience difficulties and delays in recovering the equipment and/or in claiming outstanding lease rental from the defaulting lessee. The equipment may be returned in poor condition and we may be unable to enforce important lease provisions against an insolvent lessee, including the contract provisions that require the lessee to return the equipment in good condition. In some cases, a lessee's deteriorating financial condition may make trying to recover what the lessee owes impractical. The costs of recovering leased equipment upon a lessee's default, enforcing the lessee's obligations under the lease, and transporting, storing, repairing and finding a new lessee or purchaser for the equipment may be high and may affect our ability to make distributions or result in a loss to us.

Dividends we receive from our subsidiaries located in the PRC may be subject to PRC withholding tax.

        The New EIT Law provides that an income tax rate of 20% may be applicable to dividends payable to non-PRC investors that are "non-resident enterprises". Non-resident enterprises refer to enterprises which do not have an establishment or place of business in the PRC, or which have such establishment or place of business in the PRC but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. The income tax for the non-resident enterprises shall be subject to withholding at income source with the payer acting as the obligatory withholder under the New EIT Law, and therefore, such income tax is generally called "withholding tax" in practice. The Sate Council of the PRC has reduced the withholding tax rate from 20% to 10% through the Implementation Rules of the New EIT Law. It is currently unclear in what circumstances a source will be considered as located within the PRC. As a U.S. holding company and substantially all of our income will be derived from dividends we receive from Stone Tan Hong Kong. Thus, if we are considered as a "non-resident enterprise" under the New EIT Law and the dividends paid to us Stone Tan Hong Kong are considered income sourced within the PRC, such dividends may be subject to a 5% withholding tax or 10% if the PRC tax authorities deem Stone Tan Hong Kong to be a shell company.

Our future PRC subsidiaries are obligated to withhold and pay PRC individual income tax on behalf of our employees who are subject to PRC individual income tax. If we fail to withhold or pay such individual income tax in accordance with applicable PRC regulations, we may be subject to certain sanctions and other penalties and may become subject to liability under PRC laws.

        Under PRC laws, our future PRC subsidiaries are obligated to withhold and pay individual income tax on behalf of our employees who are subject to PRC individual income tax. If we fail to withhold and/or pay such individual income tax in accordance with PRC laws, we may be subject to certain sanctions and other penalties and may become subject to liability under PRC laws.

        In addition, the State Administration of Taxation has issued several circulars concerning employee stock options. Under these circulars, our employees working in the PRC (which could include both PRC employees and expatriate employees subject to PRC individual income tax) who exercise stock options will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to file documents related to employee stock options with relevant tax authorities and withhold and pay individual income taxes for those employees who exercise their stock options. While tax authorities may advise us that our policy is compliant, they may change their policy, and we could be subject to sanctions.

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Risks Related to Our Company and Our Securities

If we are unable to consummate the acquisition and are forced to liquidate, our warrants will expire worthless.

        If we do not complete the acquisition by October 15, 2009, our certificate of incorporation provides that our corporate existence will automatically terminate and we will distribute to all holders of IPO shares, in proportion to the number of IPO shares held by them, an aggregate sum equal to the amount in the trust account, inclusive of any interest, plus any remaining net assets. In such event, there will be no distribution with respect to our outstanding warrants. Accordingly, the warrants will expire worthless.

Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

        Our certificate of incorporation provides that we will continue in existence only until October 15, 2009. If we have not completed a business combination by such date and amended this provision in connection thereto, pursuant to the Delaware General Corporation Law, our corporate existence will cease except for the purposes of winding up our affairs and liquidating. Under Sections 280 through 282 of the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it is our intention to make liquidating distributions to our stockholders as soon as reasonably possible after October 15, 2009 and, therefore, we do not intend to comply with those procedures.

        Because we will not be complying with those procedures, we are required, pursuant to Section 281 of the DGCL, to adopt a plan that will provide for our payment, based on facts known to us at such time, of (i) all existing claims, (ii) all pending claims and (iii) all claims that may be potentially brought against us within the subsequent 10 years. Accordingly, we would be required to provide for any creditors known to us at that time or those that we believe could be potentially brought against us within the subsequent 10 years prior to distributing the funds held in the trust to stockholders. We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date. Accordingly, there can be no assurance that third parties will not seek to recover from our stockholders amounts owed to them by us.

        If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after October 15, 2009 if we have not completed a business combination by such date, this may be viewed or interpreted as giving preference to our public stockholders over any potential creditors with respect to access to or distributions from our assets. Furthermore, our board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith; thereby exposing itself and us to claims of punitive damages, by paying public stockholders from the trust fund prior to addressing the claims of creditors. There can be no assurance that claims will not be brought against us for these reasons.

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Future issuances and sales of shares of our common stock may depress the market price of our common stock or warrants or have adverse consequences for our stockholders or warrant holders.

        We will consummate the initial closing if we have sufficient funds to make the required $85 million investment in CGC. If we do not have sufficient funds available at the initial closing to complete the required investment in the other two PRC entities, we intend to seek additional financing through the issuance of equity securities to enable us to complete such investments. We cannot predict the effect, if any, of future sales of our common stock, or the availability of shares for future sales, on the market price of our common stock or warrants. Sales of substantial amounts of common stock or the perception that such sales could occur may adversely affect the prevailing market price for our common stock or warrants. We may also issue additional shares in subsequent public offerings or private placements to acquire new assets or for other purposes. We are not required to offer any such shares to existing stockholders on a preemptive basis. Therefore, it may not be possible for existing stockholders to participate in such future share issuances, which may dilute our existing stockholders' interests in us.

You will not be able to exercise your warrants if an effective registration statement is not in place when you desire to do so.

        No public warrant will be exercisable and we will not be obligated to issue shares of common stock unless, at the time a holder seeks to exercise such public warrant, a prospectus relating to the common stock issuable upon exercise of the warrant is current. Under the terms of the Warrant Agreement, we will be required to use our best efforts to meet these conditions and to maintain a current prospectus relating to the shares of common stock issuable upon exercise of the warrants until the expiration of the warrants. However, there can be no assurance that we will be able to do so, and if we do not maintain a current prospectus related to the shares of common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants. We will have no obligation to settle the warrants for cash or "net cash settle" any warrant exercise. Accordingly, if the prospectus relating to the common stock issuable upon the exercise of the warrants is not current, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless. If the warrants expire worthless, this would mean that a person who paid $8.00 for a unit in our IPO and who did not sell the warrant included in the unit would have effectively paid $8.00 for one share of our common stock.

        Because the founder warrants sold in the pre-offering private placement were originally issued pursuant to an exemption from registration requirements under the federal securities laws, the holders of these warrants will be able to exercise them even if, at the time of exercise, a prospectus relating to the common stock issuable upon exercise of such warrants is not current. As a result, our founding stockholders will not have any restrictions with respect to the exercise of their founder warrants.

An investor will only be able to exercise warrants if the issuance of our shares of common stock upon such exercise has been registered or qualified or is deemed exempt under the securities laws of the state of residence of the holder of the warrants.

        No warrants will be exercisable by a warrant holder and we will not be obligated to issue shares of common stock unless the shares of common stock issuable upon such exercise have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. At the time that the warrants become exercisable following the initial closing, we expect to continue to be quoted on the OTC Bulletin Board, which does not provide an exemption from registration in every state. Accordingly, holders in certain states will not be able to exercise their warrants even if a prospectus relating to the shares of common stock issuable upon exercise of the warrants is current. If a warrant holder is unable to exercise his warrants in a particular state, he may be forced to sell his warrant and therefore lose the benefit of purchasing our stock. Furthermore, the price a warrant holder receives for his warrant may not equal the difference between the exercise price and the stock price.

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We may choose to redeem our outstanding warrants at a time that is disadvantageous to the warrant holders.

        Subject to there being a current prospectus under the Securities Act, we may redeem all of our outstanding warrants at any time at a price of $.01 per warrant, upon a minimum of 30 days prior written notice of redemption if, and only if, the last sale price of our common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption. Redemption of the warrants could force the warrant holders:

•

to exercise the warrants and pay the exercise price for such warrants at a time when it may be disadvantageous for the holders to do so;



•

to sell the warrants at the then current market price when they might otherwise wish to hold the warrants; or



•

to accept the nominal redemption price which, at the time the warrants are called for redemption, is likely to be substantially less than the market value of the warrants.

        The founder warrants are not subject to redemption so long as the initial purchasers hold such warrants and, accordingly, our founding stockholders will not be subject to these risks. As a result of the founder warrants being non-redeemable, holders of the founder warrants, or their permitted transferees, could realize a larger gain than our public warrant holders.

Our warrants may be exercised in the future, which would increase the number of shares eligible for future resale in the public market.

        Outstanding warrants to purchase an aggregate of 39,170, 300 shares of our common stock issued in the IPO and simultaneously in a private placement to our founders will become exercisable after the initial closing. In addition, Morgan Joseph, the representative of the underwriters of the IPO, holds an option to acquire up to 2,500,000 warrants. All of the warrants likely will be exercised if the market price of the shares of our common stock equals or exceeds $9.00 per share (assuming the warrant amendment proposal is approved). Therefore, as long as warrants remain outstanding, there will be a drag on any increase in the price of our common stock in excess of $9.00 per share. To the extent such warrants are exercised, additional shares of our common stock will be issued, which would dilute the ownership of existing stockholders.

Any exercise by our founding stockholders of their registration rights may have an adverse effect on the market price of our common stock.

        Our founding stockholders are entitled to require us to register the resale of their founder shares at any time after the date on which their shares are released from escrow, which, except in limited circumstances, will not be before one year from the initial closing. In addition, the holders of the founder warrants can require us to register those warrants and the underlying shares of common stock at any time after the initial closing. If our founding stockholders exercise their registration rights with respect to all of the founder shares and founder warrants, then there will be an additional 8,242,575 shares of common stock and 6,200,000 warrants and/or up to 6,200,000 shares of common stock issued upon exercise of the founder warrants that will be eligible for trading in the public market. The presence of this additional number of securities eligible for trading in the public market may have an adverse effect on the market price of our common stock.

If stockholders fail to vote against the acquisition proposal, demand redemption of their shares, fail to hold their shares through the date of the special meetings and fail to deliver such shares in accordance with our instructions following the special meeting as specified in this proxy statement, they will not be entitled to redeem their shares for a pro rata portion of the trust account.

        Stockholders holding IPO shares who affirmatively vote against the acquisition proposal may demand that we redeem their shares for a pro rata portion of the trust account, calculated as of two business days prior to the initial closing. Stockholders who seek to exercise this redemption right must affirmatively vote against the acquisition proposal, demand redemption, hold their shares through the

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date of the special meeting and deliver their shares to us in accordance with instructions we will provide after the meeting. Any stockholder who fails to meet any of these requirements will not be entitled to redeem his or her shares for cash. See the section entitled "The Acquisition Proposal—Redemption Rights" for the procedures to be followed if you wish to redeem your shares for cash.

Our stock or warrant price could fluctuate and could cause you to lose a significant part of your investment.

        Following the initial closing, the market price of our securities may be influenced by many factors, some of which are beyond our control, including those described above and the following:

•

fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to ours;



•

general economic conditions;



•

changes in market valuations of similar companies;



•

terrorist acts;



•

changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;



•

future sales of our common stock;



•

regulatory developments in the PRC;



•

litigation involving us, our subsidiaries or our general industry; and



•

additions or departures of key personnel.

Our current directors and executive officer own shares of our common stock and warrants that will be worthless if the acquisition is not approved. Such interests may have influenced their decision to approve the acquisition.

        Our founding stockholders beneficially own the 8,242,575 founder shares that they purchased prior to the IPO for nominal consideration, and 6,200,000 founder warrants they purchased for $1.00 per warrant in a private placement that occurred simultaneously with the IPO. Such persons are not entitled to receive any of the cash proceeds that may be distributed upon our liquidation with respect to shares they acquired prior to our IPO. Therefore, if the acquisition is not approved by the initial closing deadline and we are forced to liquidate, such founder shares and founder warrants held by such persons will be worthless. As of September 21, 2009, the founding stockholders held $65,363,620 in founder shares (based on a market price of $7.93) and $2,480,000 in founder warrants (based on a market price of $.40). See the section entitled "The Acquisition Proposal—Interests of Our Directors and Officer and Others in the Acquisition."

        These financial interests of the founding stockholders may have influenced our board's decision to approve the acquisition. In considering the recommendations of our board of directors to vote for the acquisition proposal and the other proposals required for us to complete the acquisition, you should consider these interests.

Our chief executive officer and our chairman are liable to ensure that proceeds of the trust are not reduced by vendor claims in the event the acquisition is not consummated. Such liability may have influenced their decision to approve the acquisition.

        If we do not complete the acquisition and liquidate, Richard Tan, our Chief Executive Officer, and Roger Stone, our Chairman, 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 us for services rendered or contracted for or products sold to us. However, the agreements entered into by Messrs. Tan and Stone specifically provide for an exception to the personal indemnity they have given: such individuals will have no personal liability as to any claimed amounts owed to a

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target business or vendor or other entity that has executed a valid and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. If we consummate the acquisition, they will no longer be responsible for such indemnification. See the section entitled "Other Information Related to Stone Tan—Our Management's Discussion and Analysis of Financial Condition and Results of Operations" for further information.

        These personal obligations may have influenced Mr. Tan's and Mr. Stone's decision to approve the acquisition. In considering the recommendations of our board of directors to vote for the acquisition proposal and the other proposals required for us to complete the acquisition, you should consider these interests.

We currently do not have an audit committee perform an independent review our financial statements.

        Our board of directors does not have "independent directors" within the meaning of Rule 10A-3 promulgated under the Securities Exchange Act of 1934, or the Exchange Act, and does not have a separately designated audit committee. Therefore, the entire board of directors acts as our audit committee and there will be no independent review of our financial statements by anyone other than our auditors.

Our board of directors does not intend to distribute dividends to our stockholders in the near future.

        Our board of directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

We expect that our securities will continue to be quoted on the OTC Bulletin Board following the acquisition.

        Our securities trade in the over-the-counter market and are quoted on the OTC Bulletin Board, an NASD-sponsored and operated inter-dealer automated quotation system for equity securities not included on The Nasdaq Stock Market. Quotation of our securities on the OTC Bulletin Board limits the liquidity and price of our securities more than if our securities were quoted or listed on The Nasdaq Stock Market or a national exchange.

The report of our independent auditors contains an explanatory paragraph regarding our ability to continue as a going concern.

        The report of our independent registered public accountants on our consolidated financial statements was prepared assuming that we will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, we face a mandatory liquidation by October 15, 2009 if a business combination is not consummated, which raises substantial doubt about our ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Moreover, there is no assurance that we will consummate the acquisition.

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FORWARD-LOOKING STATEMENTS

        We believe that some of the information in this proxy statement/prospectus constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as "may," "expect," "anticipate," "contemplate," "believe," "estimate," "intends," and "continue" or similar words. You should read statements that contain these words carefully because they discuss future expectations, contain projections of future results of operations or financial condition, or state other "forward-looking" information.

        We believe it is important to communicate our expectations to our securityholders. However, there may be events in the future that we are not able to predict accurately or over which we have no control. The risk factors and cautionary language discussed in this proxy statement/prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:

•

our ability to complete our initial closing within the specified time limit;



•

our ability to consummate the acquisition of interests in all three PRC entities;



•

the number and percentage of our stockholders voting against the acquisition proposal and seeking redemption;



•

the potential liquidity and trading of our public securities;



•

our ability to manage the risks inherent in starting a new business;



•

our projected operating results for the PRC entities;



•

rates of default or decreased recovery rates on loans;



•

the impact of changes in governmental regulations, tax law and rates, accounting rules and guidance and similar matters;



•

availability of qualified management and key personnel;



•

changing competition; and



•

market trends in the small loan, credit guaranty and financing industries in our targeted market.

        You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement/prospectus.

        All forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, we undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

        Before you grant your proxy or instruct how your vote should be cast or vote on the acquisition proposal or any of the other proposals, you should be aware that the occurrence of the events described in the "Risk Factors" section and elsewhere in this proxy statement/prospectus may adversely affect us and our proposed business.

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SPECIAL MEETINGS OF OUR STOCKHOLDERS AND WARRANT HOLDERS

General

        We are furnishing this proxy statement/prospectus to our stockholders and warrant holders as part of the solicitation of proxies by our board of directors for use at the special meetings of our stockholders and warrant holders to be held on October 14, 2009, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders and warrant holders on or about October 1, 2009 in connection with the vote on the proposals described herein. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meetings.

Date, Time and Place

        The special meetings of stockholders and warrant holders will be held on October 14, 2009, at 9:00 a.m., eastern time, at the offices of Loeb & Loeb LLP, our counsel, at 345 Park Avenue, 18th Floor, New York, New York 10154.

Purpose of the Special Meetings

        At the special meeting of stockholders, we will ask holders of our common stock to:

•

to consider and vote upon a proposal to amend our certificate of incorporation to allow us, through Stone Tan Hong Kong, our wholly-owned subsidiary, to complete the acquisition of controlling interests in up to three newly-formed separate PRC entities even though (i) none of the PRC entities is an operating business and (ii) neither the individual nor the combined fair market value of the PRC entities on the date of the transaction is at least than 80% of the balance of our trust account that we established in connection with the IPO;



•

to consider and vote upon the following related proposals to approve and authorize the acquisition by Stone Tan Hong Kong of interests in at least one, and up to three, newly-formed PRC entities pursuant to membership interest purchase agreements, each entity holding a government license from Chongqing to operate a business in the non-bank financial services industry targeting SMEs:



•

to consider and vote upon a proposal to acquire an 85% interest in CGC, provided there is at least $85 million available in the trust account at the time of the initial closing;



•

to consider and vote upon a proposal to acquire both an 85% interest in CGC and a 95% interest in FLC, provided there is at least $145 million available in the trust account at the time of the initial closing; and



•

to consider and vote upon a proposal to acquire each of an 85% interest in CGC, a 95% interest in FLC and a 100% interest in SLC, provided there is at least $205 million available in the trust account at the time of the initial closing.



•

to consider and vote upon the following related proposals to amend our certificate of incorporation to enable us to continue as an operating company following the initial closing:



•

to consider and vote upon a proposal to revise Article THIRD to remove restrictions on our general business purpose and our ability to amend Article THIRD;



•

to consider and vote upon a proposal to remove Article FIFTH, which provides for limited corporate existence, and



•

to consider and vote upon a proposal to remove certain procedural and approval requirements contained in the preamble and sections A through E of Article SIXTH

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applicable to special purpose acquisition companies prior to the consummation of an initial business combination;

•

to consider and vote upon a proposal to adopt the Stone Tan 2009 Incentive Plan. See the section entitled "The Incentive Plan Proposal;" and



•

to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, we are not authorized to consummate the acquisition.

        The approval of each of the initial charter proposal, the acquisition proposal and the secondary charter proposal is a condition to the consummation of the acquisition.

        At the special meeting of warrant holders, we will ask holders of our warrants to:

•

(i) clarify that the warrants will become exercisable commencing on the initial closing of the acquisition; (ii) increase the exercise price of the warrants from $5.50 per share to $9.00 per share; (iii) increase the warrant redemption price from $11.50 to $15.40; and (iv) extend the expiration date of the warrants from October 15, 2011 to October 15, 2013; and



•

consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, we are not authorized to effect the amendment to the Warrant Agreement.

        The approval of the warrant amendment proposal is a condition to the consummation of the acquisition.

Recommendation of Our Board of Directors

        Our board of directors:

•

has unanimously determined that each of the proposals is fair to and in the best interests of our company and our stockholders and warrant holders;



•

has unanimously approved each of the proposals;



•

unanimously recommends that our stockholders vote "FOR" the initial charter proposal;



•

unanimously recommends that our stockholders vote "FOR" the acquisition proposal;



•

unanimously recommends that our stockholders vote "FOR" the secondary charter proposal;



•

unanimously recommends that our stockholders vote "FOR" the incentive plan proposal;



•

unanimously recommends that our stockholders vote "FOR" the adjournment proposal;



•

unanimously recommends that our warrant holders vote "FOR" the warrant amendment proposal; and



•

unanimously recommends that our warrant holders vote "FOR" the adjournment proposal.

        You should be aware that our board members have interests in the adoption of the proposals that may be different from, or in addition to, your interest as a stockholder or a warrant holder, in that they will directly benefit from the adoption of the proposals and consummation of the transaction. These interests are more particularly described in the section entitled "The Acquisition Proposal—Interests of Our Directors and Officer and Others in the Acquisition."

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Record Date; Who is Entitled to Vote

        We have fixed the close of business on September 29, 2009, as the "record date" for determining stockholders and warrant holders entitled to notice of and to attend and vote at its special meetings. As of the close of business on September 29, 2009, there were 41,212,875 shares of our common stock outstanding and entitled to vote and 39,170,300 warrants outstanding and entitled to vote. Each share of our common stock is entitled to one vote per share at the special meeting of stockholders and each warrant is entitled to one vote per warrant at the special meeting of warrant holders.

        Pursuant to agreements with us, the founding stockholders have agreed to vote their 8,242,575 founder shares, representing an aggregate of 20% of the outstanding shares, in accordance with the vote of the majority of the IPO shares voted at the special meeting with respect to the acquisition proposal. Accordingly, the vote of the founders' shares will not affect the outcome of the vote on the acquisition proposal. The founding stockholders intend to vote all of their shares of our common stock "FOR" the initial charter proposal, secondary charter proposal, the incentive plan proposal and the adjournment proposal. The founding stockholders also intend to vote the 6,200,000 founder warrants held by them in favor of the warrant amendment proposal and the adjournment proposal. In addition, the founding stockholders intend to vote the IPO shares that they acquire in the open market as part of their $10 million purchase obligation in favor of all of the proposals to be voted on by the stockholders. As of the record date, the founding stockholders had purchased an aggregate of 761,473 IPO shares.

Quorum

        The presence, in person or by proxy, of a majority of all the outstanding shares of common stock entitled to vote constitutes a quorum at the special meeting of stockholders. The presence, in person or by proxy, of a majority of all the outstanding warrants entitled to vote constitutes a quorum at the special meeting of warrant holders.

Abstentions and Broker Non-Votes

        Proxies that are marked "abstain" and proxies relating to "street name" shares or warrants that are returned to us but marked by brokers as "not voted" will be treated as shares or warrants present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares or warrants entitled to vote on the matter as to which authority to vote is withheld from the broker. If you do not give the broker voting instructions, under applicable self-regulatory organization rules, your broker may not vote your shares or warrants on "non-routine" proposals, such as the acquisition proposal and the warrant amendment proposal. Since a stockholder must affirmatively vote against the acquisition proposal to have redemption rights, individuals who fail to vote or who abstain from voting may not exercise their redemption rights. See the information set forth in "The Acquisition Proposal—Redemption Rights."

Vote of Our Stockholders Required

        The approval of the acquisition proposal will require (i) the affirmative vote of the holders of a majority of our common stock outstanding on the record date and (ii) the affirmative vote for the proposal by the holders of a majority of the IPO shares present (in person or represented by proxy) and entitled to vote on the proposal at the meeting. For purposes of the vote of the holders of a majority of our stock outstanding, abstentions and broker non-votes will have the same effect as a vote "AGAINST" the acquisition proposal. For purposes of the vote of the holders of a majority of the IPO shares present and entitled to vote on the proposal, abstentions and broker non-votes will have no effect on the vote on the acquisition proposal. You cannot seek redemption unless you affirmatively vote against the acquisition proposal.

        Each of the initial charter proposal and secondary charter proposal will require the affirmative vote of the holders of a majority of our common stock outstanding on the record date. Because these

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proposals require the affirmative vote of a majority of the shares of common stock outstanding for approval, abstentions and shares not entitled to vote because of a broker non-vote will have the same effect as a vote against these proposals.

        The approval of the incentive plan proposal will require the affirmative vote of a majority of our common stock represented and entitled to vote thereon at the meeting. Abstentions are deemed entitled to vote on such proposal. Therefore, they have the same effect as a vote against the proposal. Broker non-votes are not deemed entitled to vote on such proposal and, therefore, they will have no effect on the vote on such proposal.

        The approval of the adjournment proposal will require the affirmative vote of the holders of a majority of our common stock represented and entitled to vote thereon at the meeting. Abstentions are deemed entitled to vote on such proposal. Therefore, they have the same effect as a vote against the proposal. Broker non-votes are not deemed entitled to vote on such proposals and, therefore, they will have no effect on the vote on such proposal.

        The approval of each of the initial charter proposal, the acquisition proposal and the secondary charter proposal is a condition to the consummation of the acquisition. If either the initial charter proposal, the acquisition proposal or secondary charter proposal is not approved, the other proposals will not be presented to stockholders and/or warrant holders for a vote and the acquisition will not be consummated.

Vote of Our Warrant Holders Required

        The approval of the warrant amendment proposal will require the affirmative vote of the holders of a majority of our warrants outstanding on the record date. Because this proposal requires the affirmative vote of a majority of the warrants outstanding for approval, abstentions and warrants not entitled to vote because of a broker non-vote will have the same effect as a vote against this proposal.

        The approval of the adjournment proposal will require the affirmative vote of the holders of a majority of our warrants represented and entitled to vote thereon at the meeting. Abstentions are deemed entitled to vote on such proposal. Therefore, they have the same effect as a vote against this proposal. Broker non-votes are not deemed entitled to vote on such proposal and, therefore, they will have no effect on the vote on such proposal.

        The approval of the initial charter proposal, the acquisition proposal and the secondary charter proposal are conditions to the consummation of the acquisition. If any of such proposals are not approved, these proposals will not be presented to warrant holders for a vote and the acquisition will not be consummated.

Voting Your Shares or Warrants

        Each share of common stock or warrant that you own in your name entitles you to one vote at the special meetings of stockholders and warrant holders, respectively. Your proxy card shows the number of shares of common stock or warrants that you own. If your shares or warrants 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 or warrants you beneficially own are properly counted.

        There are two ways to vote your shares of common stock or warrants at the special meetings:

•

You Can Vote By Signing and Returning the Enclosed Proxy Card.  If you vote by proxy card, your "proxy," whose name is listed on the proxy card, will vote your shares or warrants as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares or warrants, your shares or warrants will be voted as recommended by our board "FOR" all of the proposals. Votes received after a matter has been voted upon at the special meetings will not be counted.

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•

You Can Attend the Special Meetings and Vote in Person.  We will give you a ballot when you arrive. However, if your shares or warrants are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares or warrants.

Revoking Your Proxy

        If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•

you may send another proxy card with a later date;



•

you may notify us in writing before the special meetings that you have revoked your proxy; or



•

you may attend the special meetings, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares or Warrants

        If you have questions about the solicitation of proxies, you may write, e-mail or call Morrow & Co., LLC, 470 West Avenue—3rd Floor, Stamford, CT 06902, E-mail: stonetan.info@morrowco.com. Banks and Brokerage Firms, please call (203) 658-9400. Stockholders, please call (800) 607-0088. You may also want to consult your financial and other advisors about the vote.

Proxy Solicitation Costs

        We are soliciting proxies on behalf of our board of directors. All solicitation costs will be paid by us. This solicitation is being made by mail but also may be made by telephone or in person. We and our directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means, including email and facsimile.

        We have engaged Morrow and Co., LLC, or Morrow, to assist us in the solicitation of proxies. We will pay such firm a fee of $12,500 plus disbursements, which amount will be paid from funds available outside the trust account. We have also agreed to pay Morrow a success fee of $15,000 if the initial closing is consummated, which amount will be paid from the funds held in the trust account.

        We will ask banks, brokers and other institutions, nominees and fiduciaries to forward our proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. We will reimburse them for their reasonable expenses.

Founding Stockholders

        As of September 29, 2009, the record date for the special meetings, the founding stockholders beneficially owned and were entitled to vote 8,242,575 founder shares, representing 20% of our outstanding capital stock and 764,473 IPO shares, representing an additional 1.84% of our outstanding capital stock. See the section entitled "The Acquisition Proposal—Interests of Our Directors and Officer and Others in the Acquisition."

        At the time of the IPO, the founding stockholders entered into an agreement with Morgan Joseph to purchase up to an aggregate of $10 million of our common stock in the open market following our public announcement of the proposed acquisition at a price per share not to exceed the per share amount held in the trust account reported in the 8-K, or $7.99. Their obligation to make such open market purchases will end on the business day immediately preceding the date of the special meeting. The founding stockholders agreed to vote any such shares purchased in the open market in favor of the acquisition. In the event $10 million of purchases cannot be completed through open market transactions, our founding stockholders have agreed to purchase from us, in a private placement to

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occur on the date of and immediately prior to the initial closing, units identical to the units sold in the IPO at a purchase price of $8.00 per unit until they have spent an aggregate of $10 million. See the section entitled "The Acquisition Proposal-Purchases by the Founding Stockholders."

        In addition to the $10 million purchase obligation described above, at any time prior to the special meetings, during a period when they are not then aware of any material nonpublic information regarding us or our securities or pursuant to agreements between the buyer and seller of such securities in a form that would not violate insider trading rules, the founding stockholders may purchase shares or warrants from a limited number of institutional investors, or execute agreements to purchase such shares or warrants from them in the future. They or we may enter into transactions with such persons and others to provide them with incentives to acquire our securities or vote their securities in favor of the acquisition proposal and the other proposals, in each case remaining a holder of our securities following the acquisition. For additional information regarding such potential arrangements, see the section entitled "The Acquisition Proposal—Actions That Might be Taken to Secure Approval of Our Stockholders." The purpose of such share and warrant purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the IPO shares present (in person or represented by proxy) and entitled to vote on the acquisition proposal vote in its favor, that holders of fewer than 30.0% of the IPO shares vote against the acquisition proposal and demand redemption of their IPO shares for cash where it appears that such requirements would otherwise not be met and that the other proposals are approved.

        If such transactions are effected, the consequence could be to cause the acquisition proposal and the other proposals to be approved in circumstances where such approvals 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 acquisition proposal and other proposals and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it less likely that the holders of 30.0% or more of the IPO shares will vote against the acquisition proposal and exercise their redemption rights.

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

        In the event that holders of more than 20% of the IPO shares properly exercise their redemption rights, our founding stockholders have agreed to forfeit that number of founder shares (up to a maximum of 1,030,322) that will result in the number of founder shares owned by them being no more than 23.81% of our outstanding common stock immediately prior to the consummation of the acquisition after giving effect to the redemption (without regard to any open market purchases or private purchases of units directly from us, as set forth elsewhere in this proxy statement/prospectus). In addition, in the event that at the time of the initial closing there is less than $205 million available in the trust account and we are unable to raise the balance of such amount on or before the 180^th day following the initial closing, the founding stockholders have agreed to forfeit, on a pro rata basis, the number of founder shares necessary so that the remaining number of founder shares represents 23.81% of our outstanding common stock (calculated on an as-converted basis if preferred stock is issued) as of such date.

        It is possible that the special meetings could be adjourned (subject to the initial closing deadline) to provide time to seek out and negotiate such transactions if, at the time of the meetings, it appears that the requisite vote will not be obtained or that the limitation on redemption will be exceeded, assuming that an adjournment proposal is presented and approved. Also, under Delaware law, the board of directors may postpone the meetings at any time prior to it being called to order in order to provide time to seek out and negotiate such transactions.

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PROPOSALS TO BE CONSIDERED BY OUR STOCKHOLDERS

THE INITIAL CHARTER PROPOSAL

        We are proposing to amend our certificate of incorporation to revise the definition of a "business combination." The definition, which is contained in the preamble to Article SIXTH of our current certificate of incorporation, is as follows:

"A 'Business Combination' shall mean the acquisition by the Corporation, whether by merger, capital stock exchange, asset or stock purchase or other similar type of transaction, of an operating businesses or businesses having collectively, a fair market value (as calculated in accordance with the requirements set forth below) of at least 80% of the Corporation's net assets at the time of the acquisition, provided, that any acquisition of multiple operating businesses shall occur contemporaneously with one another (the "Target Business").

        Because (i) none of the PRC entities is an operating business and (ii) neither the individual nor the collective fair market value of the PRC entities on the date of the initial closing will equal 80% of our net assets (essentially the balance of the trust account, less underwriting discounts and commissions) the proposed transaction does not meet the requirements as set forth above.

        Our certificate of incorporation purports to prohibit amendment to certain of its provisions, including the definition of a business combination as used in Article THIRD and Article SIXTH of the certificate, prior to consummation of an initial business combination without the affirmative vote of at least 95% of the IPO shares. Our IPO prospectus stated that we had been advised that such provision limiting our ability to amend our amended and restated certificate of incorporation may not be enforceable under Delaware law. We believe that the proposed acquisition is an extremely attractive opportunity in the current market environment and therefore, public stockholders should be given the opportunity to consider the transaction. In considering the initial charter proposal, our board of directors came to the conclusion that the potential benefits of the proposed acquisition outweighed the possibility of any liability described below as a result of the initial charter proposal being approved. Moreover, we are still offering holders of IPO shares the right to affirmatively vote their IPO shares against the acquisition proposal and demand that such shares be redeemed for a pro rata portion of the trust account.

        We have received an opinion from special Delaware counsel, Morris James LLP, concerning the enforceability of the 95% supermajority provision. Morris James concluded in its opinion, based upon the analysis set forth therein and its examination of Delaware law, and subject to the assumptions, qualifications, limitations and exceptions set forth in its opinion, that "the initial charter amendment, if duly adopted by our board of directors and duly approved by the holders of a majority of our outstanding capital stock, all in accordance with Section 242(b) of the DGCL, would be valid and effective when filed with the Secretary of State in accordance with Sections 103 and 242 of the DGCL." A copy of Morris James' opinion is included as Annex 6 to this proxy statement/prospectus, and stockholders are urged to review it in its entirety. We cannot be certain, however, that a Delaware court would not uphold the 95% supermajority vote requirement.

        Because our certificate of incorporation in its current form does not allow for us to complete the proposed acquisition, each holder of IPO shares who purchased his or her IPO shares in the IPO and still held them upon learning these facts may have securities law claims against us for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security). For additional information regarding such possible claims, see the section entitled "Rescission Rights."

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        The adoption of the initial charter proposal could be deemed to result in changes to our common stock that are so significant that they constitute the issuance of new securities involving a sale, offer to sell, offer for sale or sale (within the meaning of Section 2(3) of the Securities Act) of a security requiring a new registration statement pursuant to Section 5 of the Securities Act. Accordingly, we have filed a registration statement covering the shares of common stock that may be deemed to be issued if the initial charter proposal is approved and the amendment contemplated by such proposal is adopted. Please see the section entitled "Description of Securities" for a summary of the terms of such new security and the section entitled "Material Changes to Our Certificate of Incorporation" for a summary of the material changes to our common stock that would result from the approval of the initial charter proposal and the secondary charter proposal.

        If the initial charter proposal is approved, we will present the other proposals to stockholders and warrant holders for their approval. If all of the proposals required to consummate the acquisition are approved, the following will occur:

•

We will file an amendment to our certificate of incorporation with the Secretary of State of the State of Delaware to amend the second sentence of Article SIXTH to revise the definition of a "Business Combination" as set forth below:

"A "Business Combination" shall mean the acquisition by the Corporation, directly or indirectly, or its stockholders, whether by merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, of one or more entities or assets ("Target Business" or "Target Businesses") and resulting in direct or indirect ownership by the Corporation or its stockholders of more than 50% of the voting securities of the Target Business or Target Businesses."

•

Immediately after the filing of such amendment, we will be authorized to complete the proposed transaction. Thereafter, we will look to satisfy all necessary conditions to the initial closing.



•

Once all conditions to closing the transaction are satisfied, we will file all necessary documents with the Secretary of State of the State of Delaware to effectuate such transaction, including an amended and restated certificate of incorporate to effect the changes provided for in the secondary charter proposal.

        If the initial charter proposal is not approved, the remaining proposals will not be submitted to stockholders and warrant holders for their approval.

Required Vote

        The approval of the initial charter proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock on the record date.

Recommendation

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR
STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE INITIAL CHARTER PROPOSAL.

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THE ACQUISITION PROPOSAL

        The discussion in this proxy statement/prospectus of the acquisition and the principal terms of the transaction agreements and licenses is subject to, and is qualified in its entirety by reference to, such documents, copies of which are attached as Annex 1 to this proxy statement/prospectus and are incorporated into this proxy statement/prospectus by reference.

The Parties

Stone Tan

        Stone Tan China Acquisition Corp. is a blank check company formed on January 24, 2007 as a vehicle to acquire, through a merger, stock exchange, asset acquisition or other similar business combination, or control through contractual arrangements, an operating business having its primary operations in the PRC.

        On October 19, 2007, we consummated our initial public offering of 30,000,000 units. Each unit consists of one share of common stock, $.0001 par value per share, and one redeemable common stock purchase warrant. On October 30, 2007, the underwriters exercised their over-allotment option and purchased an additional 2,970,300 units. Each warrant entitles the holder to purchase from us one share of our common stock at an exercise price of $5.50. Our common stock and warrants started trading separately as of November 7, 2007. Immediately prior to the consummation of our initial public offering, on October 19, 2007, we completed a private placement of 6,200,000 warrants to the Company's founding stockholders and received gross proceeds of $6,200,000.

        The net proceeds from the sale of our units (including the exercise by the underwriters of their over-allotment option) and the private placement of warrants, after deducting certain offering expenses of approximately $9,592,000, including underwriting discounts of approximately $9,232,000, and the repayment of the note payable to a stockholder of approximately $513,000, including accrued interest, were approximately $259,857,000. Of this amount, approximately $259,746,000 (which includes $9,232,000 in deferred underwriting discounts) is being held in the trust account established in connection with our initial public offering. The remaining proceeds, along with up to $3,300,000 in interest earned on the funds in the trust account, are available to be used by us to provide for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

        As of March 31, 2009, we had $1,097,350 available to us outside of the trust account to fund our working capital requirements and are entitled to withdraw up to an additional $256,634 of the interest earned on the trust account, net of taxes, to fund our business. However, we may not have sufficient funds available to complete a business combination. In such event, we would need to borrow funds from our insiders or others or seek favorable payment terms with our professionals and we may not be successful in these efforts.

        If the acquisition is consummated, we intend to use the funds held in the trust account to pay transaction fees and expenses, deferred underwriting discounts and commissions, redeeming stockholders, tax liabilities, reimbursement of expenses of the founding stockholders, to make purchases of IPO shares, if any. The balance will be used to fund Stone Tan Hong Kong's investments in the PRC entities, depending on the amount available. The initial closing is conditioned on the trust account containing no less than $85 million after taking into account all of the payments described above. It is possible that the present holders of 30.0% or more of the IPO shares will affirmatively vote against either or both of the Transaction Proposals and seek redemption of their IPO shares for cash in accordance with our certificate of incorporation. If such event were to occur, the initial closing of the acquisition will not be completed. To preclude such possibility, we, along with the founding stockholders, and their respective affiliates may enter into arrangements to provide for the purchase of the IPO shares from holders thereof who indicate their intention to vote against the acquisition and

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seek redemption or who otherwise wish to sell their IPO shares or other arrangements that would induce holders of IPO shares not to vote against the Transaction Proposals. It is likely that such arrangements would involve the purchase by us, after the acquisition, of the IPO shares that are held by the persons or entities who enter into such arrangements using funds transferred to us from the trust account. As a consequence, it is likely that the amount of funds available to us to acquire all of the CJV interests will be diminished. Definitive arrangements have not yet been determined but some possible methods are described in the section titled "The Acquisition Proposal—Actions That May Be Taken to Secure Approval of Our Stockholders." Regardless of the specific arrangements that are made to purchase IPO shares, there will be sufficient funds from the trust account funds transferred to us to pay the holders of all IPO shares that are properly redeemed and we will use such funds for such purpose.

        If we are unable to conduct the initial closing by the initial closing deadline of October 15, 2009, our certificate of incorporation provides that our corporate existence will automatically terminate and we will liquidate and promptly distribute to our public stockholders the amount in our trust account plus any remaining non-trust account funds after payment of our liabilities.

        Our common stock, units and warrants are currently quoted on the OTC Bulletin Board under the symbols STTA, STTA.U and STTA.WS, respectively.

        The mailing address of our principal executive office is Suite 1A, 11th Floor, Tower 1, China Hong Kong City, 33 Canton Road, Kowloon, Hong Kong and our telephone number is 852-27355493.

Stone Tan Hong Kong

        On August 22, 2008, we formed Stone Tan China Acquisition (Hong Kong) Company Limited as a wholly-owned subsidiary organized under the laws of Hong Kong in order to facilitate a transaction involving an operating business located in the PRC.

        The mailing address of Stone Tan Hong Kong is Suite 1A, 11th Floor, Tower 1, China Hong Kong City, 33 Canton Road, Kowloon, Hong Kong and its telephone number is 852-27355493.

Yufu

        Chongqing Yufu Assets Operation and Management Co., Ltd. is a subsidiary of Chongqing State-Owned Assets Supervision and Administration Commission formed by the Chongqing government in March 2004 to engage in a variety of financial services businesses. Its registered capital is RMB 1 billion and its operations are overseen by the Chongqing SASAC, the state assets administrator. Yufu is authorized by the Chongqing city government as a state owned full service asset management company, established on March 18, 2004, with RMB 1.9 billion registered capital. It currently has approximately $6 billion of assets under management. Yufu's business includes asset acquisition, asset disposition, land accumulation, land preparation and relevant industrial investment, investment consulting, financial advisory, business reorganization and asset trust.

        Yufu's function is to: (i) reorganize distressed debt of state-owned-enterprises, or SOEs, (ii) provide funding through its own land reserve to facilitate bankruptcy, environmental relocation and land development; and (iii) invest and participate in local financial institutions and holding companies. Within the past five years, Yufu has participated in the reorganization of several members of the Chongqing area financial community, including: Southwest Securities, Chongqing Commercial Bank, Chongqing Agricultural Co-Op, Ancheng Insurance, Three Gorges Credit Guarantee, Export Import Credit Guarantee, Industrial Park Credit Guarantee, Ying Hai Leasing, Yu Chuang Credit Guarantee. It also participated in the reorganization of PRC-listed companies, including ST Dong Yuan, ST Chong Shi, ST Chang Yun and Siwei Ceramics. Yufu also invests in city-owned companies in the manufacturing, technology and venture capital sectors.

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        Under the applicable agreements, Yufu will be our joint venture partner in the CGC and FLC, with interests of approximately 15% and 5%, respectively.

Background of the Acquisition

        The following is a brief discussion of the background of the negotiations that resulted in the initial charter proposal and the acquisition proposal to which this proxy statement/prospectus relates.

        As disclosed in the prospectus for the IPO, at no time prior to the consummation of the IPO did we, or any of our officers, directors, advisors, consultants or affiliates, contact, or engage in any discussions regarding a business combination with, any potential target on our behalf.

        Subsequent to the IPO, our officer and directors and other representatives commenced an active search for prospective target business candidates. Our principals evaluated potential transactions based on a variety of factors, which included:

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Operations primarily in mainland China;



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Enterprise value of at least $200 million (or approximately 80% of our net assets);



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At least three years of operations;



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Met the PRC's environmental standards;



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Our ability to have effective control of management post-acquisition; and



•

Financial records and internal controls that would allow for a U.S. GAAP audit.

        As part of our efforts to identify potential acquisitions, our management contacted numerous investment bankers, private equity professionals, business brokers, business owners, lawyers and others to describe the company and share its criteria for a potential acquisition target. During these discussions, we generally provided such parties with background materials we had prepared and other information concerning our organization and how a potential business combination might work with such partners. In addition, we were contacted independently by a number of investment bankers, private equity professionals, business brokers, business owners, lawyers and others who were interested in bringing potential targets to our attention.

        We surveyed a large number of potential targets. Some of these candidates were quickly eliminated due to factors such as being the wrong size, lack of profitability, and having uncertain future prospects. Others were eliminated for similar reasons following greater analysis and discussion. Out of these prospects, we had substantive discussions with six prospects as set forth in the chart below:

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        Other than as set forth above, no serious offers were made to or by other entities relating to a proposed business combination.

        We first became aware of the transaction with the PRC entities on January 27, 2009 when our Chief Executive Officer, Richard Tan, met with the Chongquing City Deputy Vice Mayor Huang Qifan. During this meeting, Mr. Tan discussed generally with Deputy Vice Mayor Huang our business plan. Deputy Vice Mayor Huang outlined a transaction based in Chongqing similar to the transaction with the PRC entities described herein. Mr. Tan informed Deputy Vice Mayor Huang that although this was an excellent opportunity, it did not meet the parameters for a business combination set forth in our certificate of incorporation and prospectus for our IPO and that we were currently in negotiations with a potential target credit guarantee company with which we had signed an exclusivity agreement. As such, Mr. Tan could not engage in discussions regarding a possible transaction at that time.

        During the period from January to April 2009, we continued to pursue the transaction with the credit guaranty company described above as Target D. As noted in the above chart, the key obstacle was the owners' unwillingness to cede majority ownership and management control. On April 30, 2009, at a meeting attended by Richard Tan and representatives of the principals of the target, in light of the inability to resolve this issue, the parties agreed to mutually terminate discussions. This entity did not execute an agreement waiving any rights or claims against the monies held in the trust account. Accordingly, pursuant to agreements by Messrs. Tan and Stone entered into at the time of the IPO, such individuals are obligated to indemnify us for any claims against the trust by this entity, although we have no reason to believe any such claims will be made.

        On May 1, 2009, Mr. Tan again met with Deputy Vice Mayor Huang. Deputy Vice Mayor Huang asked Mr. Tan about the progress on the transaction with our prospective target business. Mr. Tan explained that we had terminated negotiations with the prospective target and did not have any other potential acquisitions in the pipeline. Deputy Vice Mayor Huang then asked Mr. Tan if we would be

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interested in pursuing a transaction in Chongqing, which he described to Mr. Tan in greater detail at this meeting. Although the transaction did not satisfy the requirements set forth in our certificate of incorporation or IPO prospectus, we believed it was important to explore this opportunity further. We had, prior to this time, been unsuccessful in our efforts to find a target company meeting such requirements that we believed was sufficiently attractive for our stockholders, given the deal terms that were proposed. Our review of publicly-traded banks in the PRC, coupled with the experience of our management in various PRC businesses, led us to believe that the financial services industry in the PRC, in particular non-bank financial services targeting the SME market, had substantial growth potential. We therefore determined to continue an evaluation of a potential transaction.

        On May 5, 2009, Mr. Tan and three executives of the Pacific Millennium group working on our behalf met with the Chongqing government State-Owned Assets Supervision Administration Commission, or CQ SASAC, at the CQ SASAC office to discuss our investment intentions. In attendance at this meeting was CQ SASAC director Cui Jian, who is also deputy secretary of city government and deputy director Lin Jun. During the meeting, Director Cui reaffirmed Chongqing city's interest in working with Stone Tan Hong Kong and advised that it was his government's intention to provide full support and speedy administration in order to accommodate the tight time line we faced as a result of our requirement to complete a transaction prior to the date that our corporate existence ceases if a business combination is not completed. Chongqing city government's approval authority for foreign investment is limited to $100 million; any project exceeding that amount requires approval by the Beijing government. Consequently, the parties agreed in principal to divide the $205 million investment into three licenses and agreed on the proposed capital structure. It was proposed that the first $85 million would be used to increase the capital of Chongqing Municipality Yuanqu Industrial Credit Guarantee Company Co., Ltd., or Yufu Credit, a wholly-owned subsidiary of Yufu, from its current approximately $14.6 million to approximately $99.6 million, with Stone Tan Hong Kong owning approximately 85% of the equity and Yufu retaining an approximately 15% stake. It was further agreed that Yufu would assume all of the financial consequences of business transactions undertaken by Yufu Credit up to the date of the investment in order to allay concerns we might have regarding the value or liability of such transactions. The second $60 million would be used to acquire a 95% interest in a new financial leasing company to be formed with Yufu, with Yufu investing $3 million equivalent in RMB for a 5% stake. The third $60 million would be used to form a small sum loan company to be wholly-owned by Stone Tan Hong Kong.

        It was contemplated that Yufu Credit would guarantee loans from partner banks to SMEs that otherwise lack a method for direct financing from banks, with revenue deriving from guaranty fees, interest earned on deposits at partner banks, and other professional services. The financial leasing business would focus on SMEs that normally prefer less outright ownership of fixed assets and are often in need of liquidity. It was contemplated that the financial leasing business would work with construction and infrastructure equipment industries looking to lease their products in Southwest China. The small sum loan company, which would be permitted to charge interest rates at up to four times the China bank loan rate, would lend to SMEs. At the end of this meeting, Director Cui indicated that he would arrange an inter-departmental meeting for the next morning.

        On the morning of May 6, 2009, three executives of the Pacific Millennium group met on our behalf with representatives from several related Chongqing city departments. The meeting was led by director Cui Jian of CQ SASAC and also attended by CQ SASAC deputy director Lin Jun. In addition to representatives from Yufu and Yufu Credit, representatives from the following departments also attended: Foreign Economics and Trade, which is responsible for all foreign investments; Industrial Bureau, which handles corporate registrations; Banking Bureau, which is responsible for supervising financial services businesses; and Foreign Exchange Control, which oversees foreign currency transactions. The purpose of this meeting was to gather all parties with a role in the approval process together with the joint venture partners in order to identify any potential obstacles in the Chongqing government's approval procedure and to seek solutions if needed in order to expedite the process. During the meeting,

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a consensus was reached that the required schedule could be met and Director Cui stated his government's intention to approve all three licenses before the end of the month. At the conclusion of this meeting, we indicated our interest in pursuing the proposed transaction. Yufu executives prepared the letter of intent that afternoon and drafts were reviewed by all parties the next morning.

        On May 7, 2009, we entered into a proposal agreement with Yufu whereby the parties agreed that we would make an investment in Yufu Credit, following which we would own 70% and Yufu would own 30% of Yufu Credit, respectively. On that same day, Stone Tan Hong Kong and Yufu agreed to form a new Sino-foreign equity joint venture leasing company and, together with Yufu, operate a leasing business in the PRC. Pursuant to the letter of intent, Stone Tan Hong Kong and Yufu agreed to contribute $60,000,000 and the proportional amount in RMB respectively, for a 95% and 5% equity interest in the joint venture, respectively.

        On May 14, 2009, Stone Tan Hong Kong and CQ SASAC executed a non-binding preliminary framework agreement, which set forth the general terms of the $205,000,000 investment by Stone Tan Hong Kong as described above.

        Also on May 14, 2009, in order to effect the general terms of the non-binding preliminary framework agreement, Stone Tan Hong Kong executed (i) the Capital Increase Agreement with Yufu and Yufu Credit; (ii) the Chongqing Stone Tan Credit Guarantee Co., Ltd. Equity Joint Venture Contract with Yufu; and (iii) the Chongqing Stone Tan Financial Leasing Co., Ltd. Equity Joint Venture Contract with Yufu.

        Between May 14 and June 1, 2009, the application process for the licenses took place. The process involved the drafting, submission and approval of numerous documents required by the Chongqing government. Deputy director Lin Jun was the primary coordinator of all relevant government departments and Pacific Millennium's Chongqing office general manager, Joshua Huang, coordinated our team in Shanghai and our PRC counsel who drafted all documents with respect to the government approval certificates for the three licenses. During this period there were daily face to face meetings and phone calls. Joint venture contracts for Yufu Credit and FLC and Articles of Association for all three companies were discussed and agreed upon. The structure of the boards of directors and management control were discussed and confirmed.

        On June 1, 2009, the Chongqing government granted certificates of approval to set up the PRC entities.

        On June 30, 2009, following discussions with the Chongqing government, during which we explained that we could not fund the licenses until after we received stockholder approval of the transaction, the Chongqing government granted an extension of the application deadline for funding the licenses until October 15, 2009.

        On July 8, 2009, we received notice that a former target filed an application before the Shanghai Arbitration Commission seeking liquidated damages of $600,000, plus arbitration costs and attorney's fees, for claims arising from the terminated negotiations. Richard Tan, our Chief Executive Officer, has agreed to indemnify and hold us harmless from any losses or damages arising out of the arbitration proceeding or the costs of settling this matter. See the section entitled "Other Information Related to Stone Tan—Legal Proceedings."

        During July and August 2009, following our decision to pursue the Chongqing investment, we consulted with several industry experts and consultants, including a Chongqing-based accounting and consultant firm that had performed auditing services for several credit guaranty clients in the Chongqing area, in order to develop a better understanding of the local business environment in Chongqing. We also met with the general manager of a Dutch-owned financial leasing entity in Shanghai, the chief executive officer of a leading China leasing company, the managing director of the leasing unit of a Korean construction equipment manufacturer, business managers of SME loan departments of several local banks, and general managers of several credit guaranty companies in

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Chongqing. Because the PRC entities will be start-up companies engaged in a new and rapidly changing industry, we did not retain any expert or consultant to provide us with any report, opinion or appraisal materially related to the transaction or on which our board relied in making its decision or establishing the terms of our proposed investments. After reviewing proposals from several consultants from international companies, on July 10, 2009, we engaged Gao Fei Consulting Service (Beijing) Company Ltd., or Gao Fei, as our primary consultant to assist us in compiling market information, preparing business projection models and writing a description of the proposed businesses of the PRC entities for potential investors. Gao Fei is the China-based affiliate of a privately-held Chicago-based fund manager called DAC Management LLC, or DAC. DAC focuses on investing in and managing PRC distressed assets and special situations. Gao Fei performs underwriting, due diligence, and asset management for DAC and third-party clients in the PRC. It also has consulting and research functions and has conducted various studies, due diligence, and business models for businesses similar to those to be undertaken by the PRC entities. Prior to our engagement of Gao Fei, there were no material relationships between such firm and any of its affiliates and us or any of our affiliates.

        Gao Fei assisted us in preparing our investor presentation, which is attached hereto as Annex 7. The presentation includes an investment summary, risks, government policies, organization structures, operating models (including the assumptions upon which such models are based) and a corporate governance framework. Gao Fei had done analyses on other non-banking financial institutions in China, and therefore, its prior analytical methods were used in the work done for us. Because Gao Fei did not have particular expertise in the Chongqing market, Gao Fei focused on the three businesses from the perspective of the Chinese market as a whole. Management used the work done by Gao Fei as the basis for the preparation of the investor presentation, as well as the disclosure contained in this proxy statement/prospectus under the section entitled "Proposed Business of the PRC Entities" (with the exception of the subheading "Government Regulations"), including all of the charts and tables and most of the narrative.

        On July 30, 2009, following further due diligence, we determined not to proceed with a potential investment in Yufu Credit. Yufu Credit, which is under the direct supervision of Chongqing Government Industry and Information Department, was formed in late 2008 with a mandate to focus on supporting tenant companies in the city's industrial parks. In order to implement this policy, Yufu Credit offers low guaranty fees and receives government subsidies to supplement its income. Our strategy, on the other hand, is to concentrate on a smaller number of premium accounts within a few targeted industries nation wide. In addition, we believe that the existing management and culture of Yufu Credit, in terms of risk management, is typical of those associated with large SOEs and is not compatible with the risk analysis model we intend to implement. We also felt that our desire to operate as a bilingual company would be extremely challenging for Yufu Credit. In light of the foregoing policy, strategy, process and cultural differences, we decided instead to establish a new credit guaranty company. We have received an agreement from Yufu to obtain approval from the Chongqing government to transfer the license which was previously approved for Yufu Credit to CGC.

        On August 5, 2009, our board of directors voted unanimously to proceed with the proposed transaction.

        On August 6, 2009, we filed a Form 8-K describing the transaction and attaching a press release, which was also released that day.

Our Board of Directors' Reasons for the Approval of the Acquisition

        When Richard Tan and Roger Stone first became aware in January 2009 of the opportunity to make controlling investments in the non-bank financial services industry pursuant to licenses from the Chongqing government, they believed it was an extremely attractive and unique business opportunity, but knew that it would not qualify as a business combination under our certificate of incorporation or our IPO prospectus. Accordingly, they continued their efforts to find and negotiate an acceptable deal

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with an operating target that would meet such requirements. Approximately three months later, when such efforts had proven unsuccessful, our board of directors chose to explore further the Chongqing investment opportunity. Messrs. Stone and Tan, each of whom has long and diverse business experience, believe strongly in the merits of the transaction and believe it is their duty to allow our stockholders to determine if they wish to participate in this business opportunity.

        Roger Stone has over 50 years of experience operating, identifying, acquiring and investing in numerous successful companies. He is currently the Chairman and Chief Executive Officer of KapStone Paper and Packaging Corporation, a leading North American producer of unbleached kraft paperboard. His other operating and investment experience include:

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Co-founder and Director of Prairie Packaging, a manufacturer of disposable tableware, that was sold to Pactiv Corporation for $1.1 billion;



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Chairman and Chief Executive Officer of Box USA, the largest independent paper-based packaging company in the U.S., which was sold to International Paper Company;



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Chief Executive Officer of Stone Container Corp. for almost 20 years during which the company grew from a mid-sized business to one of the world's largest global diversified companies, until it merged with Jefferson Smurfit to form Smurfit-Stone Container;



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Director of McDonald's Corporation since 1989;



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Director of First Chicago Corp./First National Bank of Chicago; served as Chairman of the Trust Review Committee and member of the Executive Committee; and



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Director of Autoliv Inc. (Stockholm); GTE Corporation; Morton International, Inc. (Chicago); Abitibi-Consolidated Inc. (Montreal); Stone-Consolidated Inc. (Montreal); Empaques de Carton Titan, S.A. (Mexico); PaperExchange.com (Boston); Continere Corporation (Chicago); Interstate Brands; Option Care, Inc. (Bannockburn, IL) ; Venepal, S.A.C.A. (Caracas, Venezuela).

        We believe that while Mr. Stone's operating experience has been in areas other than the particular non-bank financial service businesses in which the PRC entities intend to engage, his tremendous depth of management and investment experience in various industries all over the world enables Mr. Stone to recognize and evaluate worthwhile business opportunities.

        Richard Tan has over 25 years of experience as a successful investor and operator of various businesses in China. In addition, he is a well connected and respected businessman in China, holding numerous leadership positions within the community. His experience includes the following:

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Founder and President of Pacific Millennium Holdings Corporation, an investment and operating group involved in various industries, including pulp and paper, forest plantation, information technology, and development of global joint ventures in Asia;



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Co-founder and joint owner of Energy Systems International, a developer of Clean Development Mechanism Projects (reducing greenhouse gases) in China and holder of one of the largest portfolios of such China projects;



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Member of the China National Political Consultative Committee;



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Member of the Anhui Province Political Consultative Committee;



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Business advisor to Chongqing Municipality;



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Vice Chairman of the Shanghai International Chamber of Commerce; and



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Ex-Chairman of Millennium Bank, a San Francisco OTC-listed community bank taken over in 1994 by a group of investors led by Mr. Tan that was subsequently sold in December 2000.

        We believe that while Mr. Tan's operating experience has been in areas other than the particular non-bank financial service businesses in which the PRC entities intend to engage, his depth of business

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management experience in various industries in China and extensive network of China connections enable Mr. Tan to assess and evaluate worthwhile PRC business opportunities and properly manage their development and growth.

        Following our board of directors' decision to pursue the transaction, we conducted a due diligence review that included an industry analysis and a description of the respective proposed business models for each of the PRC entities and the synergies of the combined entities in order to enable the board of directors to ascertain the reasonableness of the cost of the investment. We conducted three levels of due diligence:

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Chongqing city level:  Based on a referral from one of our business contacts in Chongqing, we engaged De Yi CPA, which has significant experience working with the non-bank financial service industry in Chongqing. Prior to our engagement of De Yi, there were no material relationships between such firm and any of its affiliates and us or any of our affiliates. De Yi provided us with its assessment and analysis of a number of market statistics compiled by the local Chongqing government, including general Chongqing market statistics, as well as credit guaranty and small sum loan company statistics within such market. Because financial leasing was a new industry in Chongqing with very few competitors, it was not able to provide any information on this business to us. As part of our due diligence, we also spoke with individuals with extensive knowledge of the industry, including attorneys, company managers, trade association officers, branch managers of banks, head of industrial parks, and government and foreign consulate officials.



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National level:  We retained Gao Fei to prepare a comprehensive market analysis and business projection models for all three PRC entities that we incorporated into the section of this proxy statement/prospectus entitled "Proposed Business of the PRC Entities" and in the investor presentation attached hereto as Annex 7. We consulted with our advisors and board of directors, nominees for the proposed board, including an ex-commissioner of the PRC's Security and Exchange Commission, and former officers of several multi-national banks. Our PRC counsel, Hankun Law Firm, advised us on the regulatory framework in which we would be operating.



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International level:  We spoke with former managers and executives of a leading international credit bureau firms and banks with experience in conducting business in the PRC, as well as a banking consultant whose firm helped to establish a private sector lending system in Hong Kong.

        In making its determination to enter into the non-binding preliminary framework agreement and the transaction documents, our board of directors considered a wide variety of factors. In light of the complexity of those factors, the board of directors did not consider it practicable to quantify or otherwise assign relative weights to the specific factors it considered in reaching its decision. In addition, individual members of the board of directors may have given different weight to different factors. The following is a summary of the material factors that our board of directors considered:

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the acquisition represents a unique opportunity for us to enter the PRC's burgeoning financial market as an across-the-balance-sheet capital provider and provide a "one-stop shop" for SMEs. Although we believe that if we are able to complete the investments in all three PRC entities we will be able to benefit from important synergies, we recognize that these businesses may involve a significant amount of overlap. For example, a potential customer seeking to acquire equipment for its operations might choose to obtain a credit guaranty from CGC for a bank loan or borrow money from SLC to purchase the equipment or might choose to lease the equipment through FLC. If we fail to implement quality internal coordination, this overlap could lead to low interest rates or guaranty fee rates and high marketing costs, which would have an adverse impact on our financial condition. Our board of directors determined that we will be able to implement an effective system for managing this process and reducing this risk and that the

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benefits of providing a range of options to the growing SME market in Chongqing and the PRC outweighed this risk of overlap;

•

we will have a 85% to 100% equity interest in the PRC entities while, generally, foreign investors are limited to a minority stake in the PRC's financial services business. Majority ownership of the businesses will allow us to control management decisions and bring in international expertise to help better achieve performance goals; however, we also recognize the challenges of operating in the PRC as a foreign enterprise. As a foreign enterprise, we may in the future face obstacles to obtaining required licenses to expand our business. Our board of directors determined that despite our status as a foreign enterprise, our long history of operating in the PRC and management's extensive contacts both in and outside of Chongqing will enable us to overcome such obstacles.



•

Control of the PRC entities would allow us to instill our own culture into the business, and target investment where it can most efficiently be used. We will also be free to implement our own operational systems, risk management procedures, corporate culture and personnel. We believe that by establishing new operations we will not be burdened with policies, strategies, processes or organizational cultures that are incompatible with our business plan. However, we understand that we will not have the benefits of having an existing business and client base, a ready human resource team already familiar with the market, and a mature tested operating system. Our board of directors determined that it would be able to retain a qualified management team, implement operating and risk management systems and develop bank and client relationships and that, notwithstanding any delays in doing so, the benefits of establishing and controlling our own businesses outweighed the benefits of acquiring an existing enterprise.



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Our relatively large capitalization will provide us a competitive advantage over less well capitalized companies operating in Chongqing. Stone Tan Hong Kong will immediately be one of the largest private companies in the middle-market financial services in Chongqing and among the top 20 in the PRC in terms of capital. We believe this will provide us with a competitive advantage over less capitalized players in the Chongqing market. However, our board recognizes that the PRC's non-bank financial sector comprises a very small percentage of all financial intermediation in the PRC. The board considered that we could face competition from large institutions with higher capitalization in the future should they decide to expand their presence in the SME market or if they were to increase their focus on Chongqing. We also understand that as financial accounting standards and a standardized system of credit ratings emerges in the PRC, large commercial banks will be more willing to loan to SMEs and newer enterprises. Our board of directors determined that the opportunity to enter this burgeoning market was worth the risk of future competition.



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The PRC entities are a "green field" project, with no legacy assets or debt, no exposure to bad debt, and no off balance sheet concerns.

Potential Adverse Factors Considered by Us

        Our board also evaluated several potential adverse factors in its consideration of the acquisition of the PRC entities. These included:

        Lack of operating history.    Our board of directors considered that none of the PRC entities has an operating or financial history. The board of directors determined, however, that the growth prospects of their respective businesses outweighed concerns based on the lack of operating history. In addition, we believe that our experienced business managers will provide the venture with the flexibility to respond quickly to changing market conditions.

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        Adverse general economic conditions.    In its evaluation of the acquisition, our board of directors considered the current adverse economic conditions and the impact such conditions could have on the respective businesses of the PRC entities. It was the board's belief that our unique position and the opportunity for growth in the SME lending market outweighed concerns about general economic conditions.

        Increased number of competitive participants in the credit guaranty, small loan and financial leasing industries.    In its evaluation of the investment opportunity, our board of directors considered the fact that there are a growing number of competitive participants in each of the industries. It was the board's belief that the absolute size of the opportunity coupled with our capability to offer a multi-product financial platform outweighed concerns about competition within each of the industries.

        Our board of directors was cognizant of the initial closing deadline of October 15, 2009, but ultimately evaluated the potential acquisition of one or more of the PRC entities strictly on the quantitative and qualitative information regarding their respective businesses that was available. Since completion of the IPO, the board has been regularly kept apprised of potential business combination targets and management's discussions and evaluation of such targets. As discussed above, we engaged in an ongoing and systematic search for potential business combination candidates, deciding on our own accord in various situations to terminate discussions with potential candidates when determined by management that such candidates did not ultimately represent the investment opportunity that we wanted to present to our stockholders.

Interests of Our Directors and Officer and Others in the Acquisition

        When you consider the recommendation of our board of directors that you vote in favor of approval of the three proposals required to consummate the acquisition, you should keep in mind that certain of our officers and directors have interests in the acquisition proposal that may be different from, or in addition to, your interest as a stockholder or a warrant holder. These interests currently known to us are:

•

Our founding stockholders, which includes one of our directors and an entity affiliated with our sole officer, own an aggregate of 8,242,575 founder shares which they acquired prior to the IPO. These shares, without taking into account any discount that may be associated with certain restrictions on these shares, collectively have an aggregate market value of approximately $65,363,620 based on our share price of $7.93 as of September 21, 2009. These shares cannot be sold until the first anniversary of the acquisition, during which time the value of the shares may increase or decrease; however, since such shares were acquired for $0.016 per share, the holders are likely to benefit from the acquisition notwithstanding any decrease in the market price of the shares.



•

Our founding stockholders own a total of 6,200,000 founder warrants, which they acquired in a private placement immediately prior to the IPO for a purchase price of $1.00 per warrant. These warrants, without taking into account any discount that may be associated with the restrictions on the transfer of such warrants, collectively have an aggregate market value of approximately $2,480,000 based on our warrant price of $.40 as of September 21, 2009. These warrants (as well as all other warrants) will expire and become worthless if the three proposals required to consummate the acquisition are not approved and the initial closing does not occur by

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October 15, 2009. The following table sets forth the number of founder shares and founder warrants and the associated market values at September 21, 2009 of Messrs. Tan and Stone:

*

reflects the holdings of SPAC Trust, for which he serves as trustee



•

If the required proposals are not approved and we fail to consummate the initial closing by October 15, 2009, our corporate existence will cease pursuant to our certificate of incorporation and we will be required to liquidate. In such event, the founder shares will likely be worthless because no portion of the net proceeds of the IPO that may be distributed upon our liquidation will be allocated to such shares.



•

After the completion of the acquisition, it is expected that our current officer and directors will continue to serve in these capacities. Such individuals will, following the acquisition, be compensated in such manner, and in such amounts, as our board of directors may determine to be appropriate. No agreements or plans with respect to such compensation have been entered into, adopted or otherwise agreed upon.



•

If we liquidate prior to the consummation of a business combination, Richard Tan, our Chief Executive Officer, and Roger Stone, our Chairman, will be personally liable in certain situations to pay debts and obligations to vendors and other entities that are owed money by us for services rendered or products sold to us, or to any target business, to the extent such creditors bring claims that would otherwise require payment from monies in the trust account. This contractual indemnification obligation is contained in insider letters that were filed as exhibits to the registration statement relating to our IPO. Based on our estimated debts and obligations, it is not currently expected that Messrs. Stone and Tan will have any exposure under this arrangement in the event of a liquidation.



•

If we are required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, Messrs. Tan and Stone have agreed to advance us 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.



•

Upon consummation of the acquisition, the underwriters in the IPO will be entitled to receive up to an aggregate of approximately $9.2 million of deferred underwriting commissions, depending on the amount remaining in the trust account at the time of the initial closing. If the acquisition is not consummated and we are required to be liquidated, the underwriters will not receive any such funds. Morgan Joseph has agreed that if immediately prior to the initial closing (giving effect to payments, if any, to purchase IPO shares, as described elsewhere in this proxy statement/prospectus) there is less than $185 million of funds in the trust account, then Morgan Joseph will only be paid a fee of 3.5% of the amount in the trust account at such time.

        Our board of directors was aware of these arrangements during its deliberations on the merits of the acquisition and in determining to recommend to our stockholders that they vote for in favor of the acquisition proposal and other proposals.

Recommendation of Our Board of Directors

        After careful consideration of the matters described above, our board of directors determined unanimously that the acquisition proposal is fair to and in the best interests of us and our stockholders.

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Our board of directors has unanimously approved and declared advisable and unanimously recommend that you vote or give instructions to vote "FOR" the acquisition proposal. As noted above in the section entitled "Interests of Our Directors and Officer and Others in the Acquisition," our board members have interests in the adoption of the proposals that may be different from, or in addition to, your interest as a stockholder or a warrant holder, in that they will directly benefit from the adoption of the proposals and consummation of the transaction.

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

Required Vote

        The approval of the acquisition proposal will require (i) the affirmative vote of the holders of a majority of our common stock outstanding on the record date and (ii) the affirmative vote of the holders of a majority of the IPO shares present (in person or represented by proxy) and entitled to vote at the special meeting.

Recommendation

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE "FOR" THE APPROVAL OF THE ACQUISITION PROPOSAL.

Redemption Rights

        Any of our stockholders holding IPO shares as of the record date who affirmatively vote their IPO shares against the acquisition proposal may also demand that such shares be redeemed for a pro rata portion of the trust account, calculated as of two business days prior to the initial closing. If demand is properly made and the initial closing of the acquisition is consummated, these shares will be redeemed for a pro rata portion of funds deposited in the trust account plus interest, calculated as of such date provided the redeeming stockholders continue to hold their shares through the date of the special meeting and deliver their shares to us in accordance with instructions that we will provide following the initial closing. Do not send your stock certificate(s) with your proxy card. If the initial closing of the acquisition is consummated, redeeming stockholders will be sent instructions on how to tender their shares of common stock and when they should expect to receive the redemption amount. Stockholders will not be requested to tender their shares of common stock before the acquisition is consummated.

        Our stockholders who seek to exercise this redemption right must affirmatively vote against the acquisition proposal. Abstentions and broker non-votes do not satisfy this requirement. Additionally, holders demanding redemption must continue to hold their shares through the date of the special meetings.

        If the holders of at least 9,891,090 or more IPO shares (an amount equal to 30.0% or more of the IPO shares) vote against the acquisition proposal and properly demand redemption of their shares, we will not be able to consummate the acquisition. In the event that holders of more than 20% of the shares of common stock sold in our initial public offering elect to redeem their shares, our founding stockholders have agreed to forfeit that number of founder shares (up to a maximum of 1,030,322) that will result in the number of founder shares owned by them being no more than 23.81% of our outstanding common stock immediately prior to the consummation of the acquisition after giving effect to the redemption. In addition, in the event that at the time of the initial closing there is less than $205 million available in the trust account and we are unable to raise the balance of such amount on or before the 180^th day following the initial closing, the founding stockholders have agreed to forfeit, on a pro rata basis, the number of founder shares necessary so that the remaining number of founder shares

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represents 23.81% of our outstanding common stock (calculated on an as-converted basis if preferred stock is issued) as of such date.

        The closing price of our common stock on September 29, 2009 (the record date for the special meeting) was $7.94. The cash held in the trust account on September 29, 2009 was approximately $263,201,468 ($7.98 per IPO share). Prior to exercising redemption rights, stockholders should verify the market price of our common stock as they may receive higher proceeds from the sale of their common stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure our stockholders that they will be able to sell their shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when our stockholders wish to sell their shares.

        If you exercise your redemption rights, then you will be exchanging your shares of common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you affirmatively vote against the acquisition proposal, properly demand redemption, hold your shares through the date of the special meetings and deliver your shares to us in accordance with instructions that we will provide following the initial closing.

        If we are unable to complete the acquisition by October 15, 2009, our certificate of incorporation provides that our corporate existence will terminate on that date and, upon our resulting liquidation, the holders of IPO shares will receive an amount equal to the amount of funds in the trust account, inclusive of interest not previously released to us, as well as any remaining net assets outside of the trust account, at the time of the liquidation distribution, divided by the number of IPO shares. Although both the per share liquidation price and the per share redemption price are equal to the amount in the trust account divided by the number of IPO shares, the amount a holder of IPO shares would receive at liquidation may be more or less than the amount such a holder would have received had it sought redemption of its shares in connection with the acquisition because (i) there will be greater earned interest in the trust account at the time of a liquidation distribution since it would occur at a later date than a redemption and (ii) we may incur expenses we otherwise would not incur if we consummate the acquisition, including, potentially, claims requiring payment from the trust account by creditors who have not waived their rights against the trust account. Richard Tan, our Chief Executive Officer, and Roger Stone, our Chairman, will be personally liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by the claims of prospective target businesses and vendors or other entities that are owed money by us for services rendered or products sold to us. While we have no reason to believe that Mr. Tan will not be able to satisfy those obligations, there cannot be any assurance to that effect. See the section entitled "Other Information Related to Stone Tan—Liquidation If No Business Combination" for additional information.

Purchases by the Founding Stockholders

        In connection with the IPO, the founding stockholders entered into an agreement with Morgan Joseph pursuant to which they agreed to purchase up to an aggregate $10 million of our common stock in the open market accordance with Rules 10b-18 and 10b5-1 under the Exchange Act commencing August 20, 2009 (i.e. 10 business days after our announcement of the proposed acquisition) at a price per share not to exceed $7.99 (the per share amount held in the trust account reported in the related 8-K).

        The founding stockholders agreed to vote any such shares of common stock purchased in the open market in favor of the acquisition. In the event the acquisition is not completed by the initial closing deadline, they will be entitled to participate in any liquidating distributions with respect to the shares purchased in the open market.

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        In the event purchases of $10 million of our common stock cannot be completed through the open market purchases described above, our founding stockholders have agreed to purchase from us, in a private placement, units identical to the units sold in the IPO at a purchase price of $8.00 per unit until they have spent an aggregate of $10 million in the open market purchases described above and this private purchase. We refer to this possible purchase of units as "the co-investment." The co-investment would occur on the date of and immediately prior to the initial closing and, accordingly, is dependent on the approval of the acquisition proposal and the consummation of the acquisition. The proceeds from the sale of any co-investment units could be used to fund a portion of our investment in the PRC entities.

Actions That May Be Taken to Secure Approval of Our Stockholders

        Based on recently completed business combinations by other similarly structured blank check companies, we believe that the present holders of 30.0% or more of the IPO shares may have the intention to vote against the acquisition and seek redemption of their IPO shares for cash. If such event were to occur, the acquisition could not be completed. To preclude such possibility and to ensure that stockholders who wish to participate in the acquisition have the opportunity to do so, we, the founding stockholders and their respective affiliates may negotiate arrangements to provide for the purchase of the IPO shares from holders who indicate their intention to vote against the acquisition and seek redemption or who otherwise wish to sell their IPO shares. It is anticipated that we would approach a limited number (less than 10) of our large holders that have voted against the acquisition proposal and demanded redemption of their shares, or that have indicated an intention to do so, and engage in direct negotiations for the purchase of such holders' positions. All holders approached in this manner would be institutional holders. Although there is no cap on the maximum cash purchase price, it is anticipated that the maximum cash purchase price that will be offered to the holders of IPO shares will be the per-share redemption price at the time of the acquisition, although it is possible that there could be a very small premium to the redemption price offered, which premium would be approximately equal to the transaction cost incurred by the holders of IPO shares that enter into these types of transactions and, without which, we believe such holders of IPO shares may not agree to enter into these types of arrangements. It is further anticipated that in light of the fact that we will not complete a private placement of our securities prior to the initial closing and will require a minimum of $85 million available to complete the initial closing, we will enter into these types of arrangement with the holders of not more than approximately 38% of IPO shares. Even though holders of IPO shares that enter into these types of arrangements will not receive a materially higher purchase price than a holder that properly exercises his redemption rights, entering into such arrangements (and agreeing to vote in favor of the acquisition) provides the holder with greater certainty that the transaction will be consummated, in which event such holder may receive his redemption proceeds more promptly. If the transaction is not consummated, a holder would have to wait until we liquidate in connection with our dissolution to receive liquidation proceeds, which liquidation could take several weeks to complete.

        We, the founding stockholders and their respective affiliates may also enter into transactions with potential investors or existing holders of IPO shares in order to induce them to purchase IPO shares and/or vote in favor of the acquisition proposal with respect to currently owned IPO shares and, in each case, to remain a stockholder of our company following consummation of the acquisition. These transactions would not result in any of Stone Tan, the founding stockholders or their respective affiliates purchasing any IPO shares and there would be no limit on the consideration that may be paid pursuant to these arrangements. The consideration paid to the potential investors or existing holders of IPO shares could be cash or other non-cash consideration (such as the transfer of warrants held by the founding stockholders). Any such arrangements entered into by the founding stockholders would be in addition to their $10 million purchase obligation described above under "Purchases by the Founding Stockholders."

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        Arrangements of such nature would only be entered into and effected accordance with applicable law at a time when we, the founding stockholders and/or their respective affiliates are not aware of any material nonpublic information regarding us and our securities or pursuant to agreements between the buyer and seller of such shares in a form that would not violate insider trading rules. Definitive arrangements have not yet been determined but might include:

•

Agreements between us and the holders of IPO shares pursuant to which we would agree to purchase IPO shares from such holders immediately after the closing of the acquisition for the price and fees specified in the arrangements.



•

Agreements with third parties to be identified pursuant to which the third parties would purchase IPO shares during the period beginning on the date that this proxy statement/prospectus is mailed. Such arrangements would also provide for us, immediately after the closing of the acquisition, to purchase from the third parties all of the IPO shares purchased by them for the price and fees specified in the arrangements.



•

Agreements with third parties pursuant to which we would borrow funds to make purchases of IPO shares for our own account. We would repay such borrowings with funds transferred to us from the trust account upon initial closing.

        As a result of the purchases that may be effected through such arrangements, it is likely that the number of shares of our common stock in our public float will be reduced and that the number of beneficial holders of our securities also will be reduced. This may adversely affect the liquidity of our securities and make it difficult, in the future, to obtain the quotation, listing or trading of our securities on the Nasdaq Global Market or any other national securities exchange.

        The purpose of such arrangements would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of our common stock outstanding vote in favor of the acquisition proposal, the acquisition proposal is approved by the necessary vote of the holders of the IPO shares and that holders of fewer than 30.0% of the IPO shares vote against the acquisition proposal and demand redemption of their IPO shares for cash where it appears that such requirements would otherwise not be met. In the event holders refuse to enter into arrangements with us to sell their IPO shares, we may determine to engage a third party "aggregator" (which would itself be a sophisticated institution) to buy shares prior to the meeting from such holders that have already indicated an intention to sell their shares and/or vote against the acquisition proposal. In such a case, the aggregator would purchase the shares from the original holder and then subsequently sell such shares to us. The maximum purchase price that will be offered by such aggregators to holders of IPO shares for their shares will be the per-share redemption price at the time of the acquisition. We would pay the aggregator a fee in addition to paying the purchase price of such shares. Such fee would typically be a small percentage of the aggregator's total purchase price for such shares. Although the parties have not engaged the services of such an aggregator, if one is needed, the parties believe it will be in the best interests of those stockholders that are voting in favor of the transaction since the retention of the aggregator can help ensure that the transaction will be completed and the additional fee payable to the aggregator would not be significant. All shares purchased pursuant to such arrangements would remain outstanding until the closing of the transaction and would be voted in favor of the acquisition proposal. Any agreement between the parties will provide for the holder to withdraw or revoke any exercise of its redemption exercise and grant a proxy to our designees to vote such shares in favor of the acquisition proposal at the meeting. Accordingly, this will effectively render the 30.0% threshold established in our IPO prospectus and certificate of incorporation moot and make it easier for the parties to complete the transaction because such purchased shares would no longer be counted towards the 30.0% threshold. All shares purchased pursuant to such arrangements would be voted in favor of the acquisition proposal. If, for some reason, the initial closing does not take place

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despite such purchases, the purchasers would be entitled to participate in liquidation distributions from our trust account with respect to such shares.

        Purchases pursuant to such arrangements ultimately paid for with funds in our trust account would diminish the funds available to us fund the acquisition of interests in the PRC entities, as well as for working capital and general corporate purposes. Nevertheless, in all events there will be sufficient funds available to us from the trust account to pay the holders of all IPO shares that are properly redeemed.

        It is possible that the special meetings could be adjourned to provide time to seek out and negotiate such transactions if, at the time of the meetings, it appears that the requisite vote will not be obtained or that the limitation on redemption will be exceeded, assuming that an adjournment proposal is approved. Also, under Delaware law, the board of directors may postpone a meeting at any time prior to it being called to order in order to provide time to seek out and negotiate such transactions.

        We will as immediately as possible file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases or transfers made by any of the aforementioned persons, including aggregators, that would affect the vote on the acquisition proposal or the redemption threshold. Any such report will include descriptions of any arrangements entered into or significant purchases or transfers by any of the aforementioned persons and will include (i) the price of such purchases and (ii) a statement that such shares purchased would be voted in favor of the acquisition proposal. If our officer or members of our board of directors make purchases pursuant to such arrangements, they will be required to report these purchases on beneficial ownership reports filed with the SEC. Stockholders who wish to change their vote in light of such disclosures may do so at any time prior to the special meetings or by attending in person as more particularly set forth in the section entitled "Questions and Answers for Stockholders and Warrant Holders About the Proposals." In light of the initial closing deadline, stockholders will not be given additional time to reconsider their vote. Accordingly, we do not intend to make material changes to the terms of the acquisition or the proposals later than four business days prior to the date of the special meetings.

Appraisal Rights

        Our stockholders and warrant holders do not have appraisal rights under the DGCL in connection with the acquisition.

Regulatory Matters

        The acquisition and the transactions contemplated by the transaction documents are not subject to any federal, state or provincial regulatory requirement or approval, except for the filing and delivery of this proxy statement/prospectus in connection with the special meeting of our stockholders under the Securities Exchange Act and compliance under the Hart-Scott-Rodino Antitrust Improvements Act 1976, as amended.

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RESCISSION RIGHTS

        You should be aware that our certificate of incorporation and IPO prospectus require us to complete a business combination in which we acquire an operating target business or businesses having a fair market value equal to at least 80% of our net assets (essentially the trust account balance, excluding deferred underwriting discounts and commissions, plus any amounts remaining outside the trust). Furthermore, our IPO prospectus did not disclose that funds in our trust account might be used, directly or indirectly, to purchase IPO shares from holders who have indicated their intention to vote against the acquisition and seek redemption of their shares for cash or for other arrangements that would induce holders of IPO shares not to vote against the acquisition proposal (as we may contemplate doing). Also, our IPO prospectus stated that specific provisions in our certificate of incorporation may not be amended prior to the consummation of an initial business combination without the affirmative vote of 95% of the IPO shares. The IPO prospectus further stated that while the validity under Delaware law of a 95% supermajority provision restricting the ability to amend the charter has not been settled, we would not take any actions to waive or amend any of those provisions. Accordingly, each person who purchased shares in the IPO and still held such IPO shares upon learning of these facts (whether or not they still hold such shares at the time of the initial closing) may have securities law claims against us for rescission (under which a successful claimant has the right to receive the total amount paid for his or her securities pursuant to an allegedly deficient prospectus, plus interest and less any income earned on the securities, in exchange for surrender of the securities) or damages (compensation for loss on an investment caused by alleged material misrepresentations or omissions in the sale of a security).

        Such claims may entitle stockholders asserting them to as much as $8.00 or more per share, based on the initial offering price of the IPO units comprised of stock and warrants, less any amount received from sale of the original warrants, plus interest from the date of the IPO (which, in the case of holders of IPO shares, may be more than the pro rata share of the trust account to which they are entitled on redemption or liquidation).

        In general, a person who purchased shares pursuant to a defective prospectus or other representation must make a claim for rescission within the applicable statute of limitations period, which, for claims made under Section 12 of the Securities Act and some state statutes, is one year from the time the claimant discovered or reasonably should have discovered the facts giving rise to the claim, but not more than three years from the occurrence of the event giving rise to the claim. A successful claimant for damages under federal or state law could be awarded an amount to compensate for the decrease in value of his or her shares caused by the alleged violation (including, possibly, punitive damages), together with interest, while retaining the shares. Claims under the anti-fraud provisions of the federal securities laws must generally be brought within two years of discovery, but not more than five years after occurrence. Rescission and damages claims would not necessarily be finally adjudicated by the time of the initial closing, and such claims would not be extinguished by consummation of that transaction.

        Even if you do not pursue such claims, others, who may include all holders of IPO shares, may. We cannot predict whether our stockholders will bring such claims, how many might bring them or the extent to which they might be successful.

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THE TRANSACTION DOCUMENTS

        For a discussion of the transaction structure and investment cost, see the section entitled "The Acquisition Proposal." Such discussion and the following summary of other material provisions of the transaction agreements is qualified by reference to the complete text of the purchase agreements, copies of which are attached as Annex 1 to this proxy statement/prospectus and are incorporated herein by reference. All stockholders are encouraged to read the purchase agreements in their entirety for a more complete description of the terms and conditions of the PRC entities.

Transaction Structure and Investment

        As soon as practicable after the approval of the acquisition by our stockholders at the special meeting, we will use the proceeds of the trust account to pay transaction fees and expenses, deferred underwriting discounts and commissions, redeeming stockholders, tax liabilities, reimbursement of expenses of the founding stockholders and, possibly, as consideration for purchases of IPO shares that we purchase prior to the acquisition. Assuming that at least $85 million is left after such payments, Stone Tan Hong Kong and Yufu, a $6 billion asset holding company, which is in turn a subsidiary of Chongqing SASAC, an entity controlled by the PRC government that administers state assets, will invest $85 million and $15 million, respectively, into a newly-formed PRC equity joint venture called Stone Tan Credit Guarantee Co., Ltd., or CGC. The investment would result in Stone Tan Hong Kong holding an 85.3% equity interest in CGC, and Yufu holding the remaining 14.7% equity interest.

        If we have $145 million of trust account proceeds available to us at the time of the initial closing, in addition to the investment in CGC, Stone Tan Hong Kong will use $60 million to invest with Yufu in a newly-formed PRC equity joint venture called Chongqing Stone Tan Financial Leasing Co., Ltd, or FLC. The investment would result in Stone Tan Hong Kong acquiring a 95% equity interest in FLC, with Yufu holding a 5% interest.

        If we have $205 million of trust account available to us at the time of the initial closing, in addition to the investments in CGC and FLC, Stone Tan Hong Kong will use $60 million of the funds to acquire a 100% equity interest in Chonqing Stone Tan Small Business Loans Co., Ltd., or SLC, a newly-formed PRC company.

        In the event that not all of the necessary funds are available to fund the acquisition of FLC or SLC, Stone Tan will use its best efforts to raise additional funds following the initial closing to consummate each such acquisition. Business licenses for each of the three entities in which Stone Tan Hong Kong proposes to invest were issued in June 2009.

Chongqing Stone Tan Credit Guarantee Co., Ltd. Equity Joint Venture Contract

        On July 30, 2009, Stone Tan Hong Kong and Yufu entered into the Chongqing Stone Tan Credit Guarantee Co., Ltd. Equity Joint Venture Contract to establish Chongqing Stone Tan Credit Guarantee Co., Ltd., an equity joint venture company organized under the laws of the PRC. The following are the material terms of this agreement, which is attached hereto as Annex 1.

Investment and Capitalization

        Stone Tan Hong Kong will contribute RMB 580,020,000 (approximately $85 million) and Yufu will contribute RMB 99,980,000 (approximately $15,000,000), representing a 85.3% and 14.7% equity interest, respectively. Stone Tan Hong Kong will subscribe and pay for its registered capital in U.S. dollars

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Business

        CGC will engage in the guarantee business, corporate financial counseling, project consultation and planning and other consultation business to the extent permitted under the laws of the PRC and by the relevant PRC authorities.

Closing Conditions and Timing

        Closing of the transaction shall occur within 30 days of the following events:

•

approval and licensing of the joint venture by relevant PRC authorities;



•

approval of the joint venture agreement by the shareholders of Yufu



•

approval of the board of directors and stockholders of Stone Tan and Stone Tan Hong Kong, in compliance with U.S. securities laws.

        As a further condition to closing, there shall be no (i) pending or threatened actions or proceedings by the PRC government that would restrict or prohibit the transaction contemplated by the joint venture agreement, or (ii) litigation or disputes between Stone Tan Hong Kong and Yufu that could adversely affect the transaction or the joint venture's operations.

Restrictions on Transfer of Interests

        Neither party may encumber its equity interest in the equity joint venture without the prior written consent of the other party and each party has a right of first refusal with respect to requests by the other party to transfer its equity interest. Any transfer of an equity interest in the joint venture is subject to the approval of relevant PRC government authorities.

Increases in Registered Capital; Failure to Pay

        The parties may increase the registered capital of the joint venture by mutual agreement, subject to the approval by the relevant PRC government authority. In the event that a party fails to pay its portion of the capital increase in full, it is subject to liquidated damages of .03% of the past due amount per day that the contribution remains unpaid.

Corporate Existence

        The corporate existence of the equity joint venture will cease on May 14, 2039, subject to extension by the parties.

Corporate Governance

        The joint venture agreement provides for CGC to be managed as follows:

•

A board of nine directors, each serving three-year terms, will act as the principal governing body of the joint venture. Seven directors will be appointed by Stone Tan Hong Kong and two will be appointed by Yufu The directors appointed by Stone Tan Hong Kong shall appoint the Chairman of the Board and the directors appointed by Yufu shall appoint the Deputy Chairman of the Board. Directors will receive no compensation for their services to the Company but will be reimbursed for reasonable out-of-pocket expenses incurred while performing their duties.



•

Two supervisors operating outside of the board of directors. Each of Stone Tan Hong Kong and Yufu will appoint one supervisor, each serving three-year terms. Collectively, the Supervisors shall, among other things, oversee the financial affairs of the joint venture, investigate corporate misconduct and propose the dismissal of any director.

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•

A management team consisting of a general manager, several deputy managers, a chief financial officer and other officers to govern day-to-day operations.

Termination

        Either party may submit a written request to terminate the joint venture contract in the event of the following:

•

The joint venture term is to expire and no agreement has been reached to extend it by completion of the relevant procedure for obtaining the approval and registration therefor.



•

A material breach by the other party of the joint venture agreement a violation of the joint venture's Articles of Association, and such breach or violation is not cured within sixty (60) days of written notice by the non-breaching party to the breaching party;



•

The revocation of the joint venture's business license;



•

The joint venture or any party becomes is the subject of proceedings for liquidation or dissolution, a petition for bankruptcy has been filed with a court, or ceases to carry on business or becomes unable to pay its debts as they come due



•

All or a material part of the assets of the joint venture or of a party to the joint venture agreement have been nationalized, expropriated or otherwise confiscated by any government or government agencies, resulting in the failure to continue operation.



•

Any party transfers its equity interest in the joint venture in violation of the provisions of the agreement.



•

A "force majeure" significantly interferes with the business for a period in excess of six consecutive months.

        Within 15 days of notice by party of its desire to terminate the joint venture agreement, the parties shall try to negotiate a resolution to the dispute. In the event matters are not resolved within 60 days after commencement of negotiations, or if the party in receipt of such notice refuses to commence negotiations, the notifying party may terminate the joint venture agreement by written notice to the other party, effective upon approval by the relevant PRC government authority.

Dispute resolution

        Disputes shall be settled by binding arbitration to take place in Beijing. The equity joint venture agreement shall be interpreted under the laws of the PRC.

Chongqing Stone Tan Financial Leasing Co., Ltd. Equity Joint Venture Contract

        On May 14, 2009, Stone Tan Hong Kong and Yufu entered into the Chongqing Stone Tan Financial Leasing Co., Ltd. Equity Joint Venture Contract to establish Chongqing Stone Tan Credit Guarantee Co., Ltd., an equity joint venture company organized under the laws of the PRC, which is attached hereto as Annex     .

Investment and Capitalization

        Stone Tan Hong Kong will contribute RMB 410,000,000 (approximately $60 million) and Yufu will contribute RMB 21,580,000 (approximately $3,150,000), representing a 95.0% and 5.0% equity interest, respectively. Stone Tan Hong Kong will subscribe and pay for its registered capital, in U.S. dollars

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Business

        The joint venture will engage in the financial leasing business, including the purchase of domestic and overseas leased properties, scrap value disposition and maintenance of the leased properties, lease transaction consultation, and other business, to the extent permitted under the laws of the PRC and by the relevant PRC authorities.

Closing Conditions

•

Closing of the transaction is subject to the following closing conditions:



•

approval and licensing of the joint venture by relevant PRC authorities;



•

approval of the board of directors and stockholders of Stone Tan and Stone Tan Hong Kong, in compliance with U.S. securities laws; and



•

Payment in full by each party of their respective contribution amounts, provided that Stone Tan Hong Kong give Yufu 10 days' prior written notice before payment, and provided further that the payment by Stone Tan Hong Kong occur within 30 days from when it and Stone Tan receive stockholder approval of the transaction.

        As a further condition to closing, there shall be no (i) pending or threatened actions or proceedings by the PRC government that would restrict or prohibit the transaction contemplated by the joint venture agreement, or (ii) disputes or litigation between Stone Tan Hong Kong and Yufu that could adversely affect the transaction or the joint venture's operations.

Restrictions on Transfer of Interests

        Neither party may encumber its equity interest in the equity joint venture without the prior written consent of the other party and each party has a right of first refusal with respect to requests by the other party to transfer its equity interest. Any transfer of an equity interest in the joint venture is subject to the approval of relevant PRC government authorities.

Increases in Registered Capital; Failure to Pay

        The parties may increase the registered capital of the joint venture by mutual agreement, subject to the approval by the relevant PRC government authority. In the event that a party fails to pay its portion of the capital increase in full, it is subject to liquidated damages of .03% of the past due amount per day that the contribution remains unpaid.

Corporate Existence

        The corporate existence of the equity joint venture will cease on May 14, 2039, subject to extension by the parties.

Corporate Governance

        The joint venture agreement provides for FLC to be managed as follows:

•

A board of nine directors, each serving three-year terms, will act as the principal governing body of the joint venture. Seven directors will be appointed by Stone Tan Hong Kong and two will be appointed by Yufu The directors appointed by Stone Tan Hong Kong shall appoint the Chairman of the Board and the directors appointed by Yufu shall appoint the Deputy Chairman of the Board. Directors will receive no compensation for their services to the Company but will be reimbursed for reasonable out-of-pocket expenses incurred while performing their duties.

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•

Two supervisors operating outside of the board of directors. Each of Stone Tan Hong Kong and Yufu will appoint one supervisor, each serving three-year terms. Collectively, the Supervisors shall, among other things, oversee the financial affairs of the joint venture, investigate corporate misconduct and propose the dismissal of any director.



•

A management team consisting of a general manager, several deputy managers, a chief financial officer and other officers to govern day-to-day operations.

Termination

        Either party may submit a written request to terminate the joint venture contract in the event of the following:

•

The joint venture term expires and is not extended by completion of the relevant procedure for obtaining the approval and registration therefor;



•

A material breach by the other party of the joint venture agreement a violation of the joint venture's Articles of Association, and such breach or violation is not cured within sixty (60) days of written notice by the non-breaching party to the breaching party;



•

The revocation of the joint venture's business license;



•

The joint venture or any party becomes is the subject of proceedings for liquidation or dissolution, a petition for bankruptcy has been filed with a court, or ceases to carry on business or becomes unable to pay its debts as they come due;



•

All or a material part of the assets of the joint venture or of a party to the joint venture agreement have been nationalized, expropriated or otherwise confiscated by any government or government agencies, resulting in the failure to continue operation. ;



•

Any party transfers its equity interest in the joint venture in violation of the provisions of the agreement; and



•

A "force majeure" significantly interferes with the business for a period in excess of six consecutive months.

        Within 15 days of notice by party of its desire to terminate the joint venture agreement, the parties shall try to negotiate a resolution to the dispute. In the event matters are not resolved within sixty days after commencement of negotiations, or if the party in receipt of such notice refuses to commence negotiations, the notifying party may terminate the joint venture agreement by written notice to the other party, effective upon approval by the relevant PRC government authority.

Dispute resolution

        Disputes shall be settled by binding arbitration to take place in Beijing. The equity joint venture agreement shall be interpreted under the laws of the PRC.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated financial information has been prepared assuming that the acquisition proposal had been approved and implemented (i) at the beginning of the pro forma statements of operations for the six months ended June 30, 2009 and for the year ended December 31, 2008 and (ii) at June 30, 2009 for the pro forma balance sheet. The acquisition proposal must be approved by our stockholders before consummation of the proposed transactions will occur. The unaudited pro forma condensed consolidated financial information presents two possible scenarios with respect to the approval of the acquisition proposal by our stockholders, as follows:

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Assuming No Redemption of Shares:  This presentation assumes that no stockholders exercise their redemption rights; and



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Assuming Maximum Redemption of Shares:  This presentation assumes that holders of 9,891,089 shares of our common stock (one share less than 30.0%) exercise their redemption rights.

        The unaudited pro forma condensed consolidated financial information is provided for illustrative purposes only. The historical financial information in the unaudited pro forma condensed consolidated balance sheet has been adjusted to give effect to pro forma events that are directly attributable to the acquisition proposal and are factually supportable. The historical financial information in the unaudited pro forma condensed consolidated statements of operations has been adjusted to give effect to pro forma events that are directly attributable to the acquisition proposal, are factually supportable, and are expected to have a continuing impact on the consolidated results.

        The historical financial statements of our company have been prepared under United States Generally Accepted Accounting Principles, or U.S. GAAP, and presented in U.S. dollars. The unaudited pro forma condensed consolidated financial statements included herein are prepared under U.S. GAAP and presented in U.S. dollars. Following the initial closing, we intend to prepare our consolidated financial statements under U.S. GAAP and in U.S. dollars.

        You should not rely on the unaudited pro forma condensed consolidated balance sheet as being indicative of the historical financial position that would have been achieved had the acquisition proposal been approved and implemented as of June 30, 2009, or the unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2009 or the year ended December 31, 2008, as being indicative of the historical financial results of operations that would have been achieved had the acquisition proposal been approved and implemented on the first day of each of such periods. See the sections entitled "Risk Factors," "The Acquisition Proposal" and "Proposed Business Of The PRC Entities" elsewhere in this proxy statement/prospectus for further information.

        We are providing the following information to aid you in your analysis of the financial aspects of the acquisition proposal. We derived the historical financial information from our unaudited financial statements for the six months ended June 30, 2009 and our audited financial statements for the year ended December 31, 2008 included elsewhere in this proxy statement/prospectus.

        It is possible that the present holders of 30.0% or more of the IPO shares will vote against the acquisition proposal and seek redemption of their IPO shares for cash in accordance with our certificate of incorporation. If such event were to occur, we would not consummate the acquisition. To preclude such possibility, we, our founding stockholders, and their respective affiliates may enter into arrangements to provide for the purchase of IPO shares from holders thereof who indicate their intention to vote against the acquisition proposal and seek redemption or who otherwise wish to sell their IPO shares. These arrangements may also include providing such holders of IPO shares with incentives or other considerations that would induce holders of IPO shares to vote in favor of the acquisition proposal. Such transactions may be entered into prior to the special meeting, but would not

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be completed until immediately after the acquisition proposal was approved. No such arrangements or agreements with respect to such transactions have occurred or been entered into as of the date of this proxy statement/prospectus. Due to the uncertainty associated with the potential transactions described above, the pro forma financial information presented below does not give effect to such matters. See the section entitled "The Acquisition Proposal—Actions That May Be Taken to Secure Approval of Our Stockholders" elsewhere in this proxy statement/prospectus for further information.

        Purchases pursuant to such arrangements ultimately paid for with funds in the trust account would diminish the funds available to us to fund the acquisition of interests in the PRC entities pursuant to the acquisition proposal, as well as for working capital and general corporate purposes. Nevertheless, in all events there will be sufficient funds available to us from the trust account to pay the holders of all IPO shares that are properly redeemed.

        The transactions resulting from the approval of the acquisition proposal will be accounted for under U.S. GAAP and the financial statements will be presented in U.S. dollars. Upon approval of the acquisition proposal, we intend to fund the acquisition, through our wholly-owned Hong Kong subsidiary, of controlling interests in up to three separate business entities established under the laws of the PRC. Accordingly, we will consolidate such entities with our financial statements commencing on the acquisition date and will also recognize noncontrolling interests in our financial statements as appropriate. All direct costs of these transactions will be charged to operations in the period that such costs are incurred.

        Following the consummation of the transaction resulting from the approval of the acquisition proposal, we may be subject to any of the following PRC legal restrictions on the transfer of funds or payment of dividends from the three PRC entities to Stone Tan Hong Kong, their parent company:

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The three PRC entities will be foreign investment enterprises, or FIES, whose foreign currency exchanges in the PRC will be governed by a series of regulations. FIEs are allowed to maintain two types of foreign currency bank accounts—a current account and a capital account. Currency translations within the scope of the current account, such as remittance of foreign currencies for payment of dividends, can be effected without requiring the approval of the State Administration for Foreign Exchange, or SAFE. Such transactions are subject to the consent of investment banks, which are authorized by the SAFE to review basic account currency transactions. However, conversion of currency in the capital account, including capital items such as direct investment, loans and securities, will require approval of the SAFE. This prior approval may delay or impair our ability to operate following the closing of the proposed transaction.



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Dividends we receive from our subsidiaries located in the PRC may be subject to PRC withholding tax under the New EIT Law and the Implementation Rules of the New EIT Law. Depending on interpretations of the two statutes, we may be deemed a "non-resident enterprise" under the New EIT Law. In such case, the dividends paid to us by Stone Tan Hong Kong would be considered income sourced within the PRC and would be subject to a 5% withholding tax. Alternatively, the PRC tax authorities may deem Stone Tan Hong Kong to be a shell company, which would subject such dividends to a 10% withholding tax.



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The three PRC entities will have a limited pool of funds from which they may pay us dividends. Under a number of PRC laws and administrative rules, FIEs in the PRC may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, FIEs in the PRC are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds, unless such reserve funds have reached 50% of their respective registered capital. These reserves are not distributable as cash dividends.

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STONE TAN ACQUISITION CORP. AND SUBSIDIARY AND ACQUIRED ENTITIES
Unaudited Pro Forma Condensed Consolidated Balance Sheet
June 30, 2009
(In thousands of U.S. Dollars, except per share amounts, and in U.S. GAAP)