0001144204-17-036302.txt : 20170710 0001144204-17-036302.hdr.sgml : 20170710 20170710161516 ACCESSION NUMBER: 0001144204-17-036302 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170710 FILED AS OF DATE: 20170710 DATE AS OF CHANGE: 20170710 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Wins Finance Holdings Inc. CENTRAL INDEX KEY: 0001640251 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-204074 FILM NUMBER: 17957969 BUSINESS ADDRESS: STREET 1: 1F, BUILDING 7 STREET 2: NO. 58 JIANGUO ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100024 BUSINESS PHONE: 86 (10) 8225-5118 MAIL ADDRESS: STREET 1: 1F, BUILDING 7 STREET 2: NO. 58 JIANGUO ROAD, CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100024 6-K 1 v470554_6k.htm FORM 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the Month of July 2017

Commission File No.: 333-204074

WINS FINANCE HOLDINGS INC.

1F, Building 7
No. 58 Jianguo Road, Chaoyang District
Beijing 100024, People’s Republic of China
(Address of Principal Executive Offices.)

641 Lexington Ave, 29th FL
New York, NY 10022
212 488 4974
(New York Office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____

Other Events.

As previously reported, on December 13, 2016, Appelo Ltd. and Wits Global Ltd., each an entity controlled by Mr. Wang Hong (the “Sellers”), entered into an agreement to transfer all of the ordinary shares of Wins Finance Holdings Inc. (the “Company”) owned by them (an aggregate of 13,440,000 ordinary shares (approximately 67% of the Company’s outstanding ordinary shares)) to Spectacular Bid Limited, a wholly owned subsidiary of Freeman FinTech Corporation Limited (“Freeman”), a company listed on the Hong Kong Stock Exchange.

The obligation to effect the closing is conditioned upon the satisfaction or waiver of, among other things, the following:

(a) the shareholders of Freeman having approved the acquisition of the Company’s shares;

(b) the Sellers having transferred their rights in a registration rights agreement to Freeman; and

The Company has been advised that (i) Freeman recently received confirmation from the Hong Kong Stock Exchange that the exchange has completed its review and has no further questions about the transaction; and (ii) the extraordinary general meeting of Freeman will take place on July 11, 2017 to vote on the acquisition of the Company’s shares.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: July 10, 2017

WINS FINANCE HOLDINGS INC.

By:	/s/ Renhui Mu
Name:	Renhui Mu
Title:	Chief Executive Officer