UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 6-K/A
(Amendment No. 1)

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 

For the Month of January 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.)

 

7 Times Square
37TH Floor
New York NY 10036
(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): ____

 

 

 

 

Explanatory Note

 

This Report of Foreign Private Issuer on Form 6-K/A is being filed to correct the contact information of Wins Finance Holdings Inc. No other information in this Report of Foreign Private Issuer has been changed.

 

Results of Operations and Financial Condition.

 

On January 6, 2017, Wins Finance Holdings Inc. (the “Company”) issued a press release announcing financial results for the quarter ended September 30, 2016. A copy of the press release making the announcement is attached as Exhibit 99.1.

 

Financial Statements and Exhibits.

 

Exhibit No.Description

 

99.1Press release dated January 6, 2017

 

 

 

 

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 January 9, 2017

 

 

WINS FINANCE HOLDINGS INC.

 

By: /s/ Jianming Hao  
Name: Jianming Hao  
Title: Co-Chief Executive Officer  

 

 

 

Exhibit 99.1

 

Wins Finance Holdings Inc. Reports Unaudited Fiscal First Quarter 2017 Financial Results

 

BEIJING and NEW YORK, January 6, 2017 -- Wins Finance Holdings Inc. ("Wins Finance" or the "Company") (NASDAQ: WINS), a diversified investment and asset management company that provides integrated financing solutions to small and medium enterprises ("SMEs") in China, today announced its unaudited financial results for the quarter ended September 30, 2016.

 

Fiscal First Quarter Financial and Operational Highlights

 

· Gross revenues were $2.3 million, compared to $2.2 million for the comparable period last year.

 

· Interest on short-term investments was $3.5 million, compared to $3.6 million for the comparable period last year.

 

· Net income attributable to Wins Finance was $3.1million for the quarter ended September 30, 2016, compared to $4.7 million for the same period ended September 30, 2015.

 

"In the past year, we have made progress in our direct leasing business in the medical equipment and new energy sectors. $22.11 million (RMB 147 million) and $44.98 million (RMB300 million) were funded to medical equipment and new energy sectors, respectively. We remain focused on development of our leasing business in these sectors, both of which offer significant opportunities for investment. We expect these two sectors to continue to grow despite the economic slowdown and other macroeconomic factors," said Renhui Mu, Co CEO and COO of Wins Finance. "We continue to expand our pipeline of leasing opportunities, and expect our geographic footprint to increase during in the second half of 2017."

 

Quarter Ended September 30, 2016 Results

 

Gross revenue

 

Wins Finance’s gross revenue for the quarter ended September 30, 2016 was $2.3 million, which consists of $0.8 million of commissions and fees generated from its financial guarantee services, and $1.5 million of direct financing lease interest income.

  

 

 

  

Commissions and fees on financial guarantee services generated from financial guarantee services the Company provides to customers decreased by $0.9 million, or 52.3%, to $0.8 million for the quarter ended September 30, 2016, compared to $1.8 million for the quarter ended September 30, 2015. The decrease was primarily attributable to reduced lending activities due to the economic recession in Shanxi province and our increased scrutiny of potential clients as a result thereof.

 

Direct financing lease interest income generated from payments under direct financing leases with customers increased by $1.0 million, or 208.4%, to $1.5 million for the quarter ended September 30, 2016, compared to $0.5 million for the quarter ended September 30, 2015. The increase was primarily attributable to new contracts in the medical equipment and new energy sectors.

  

Interest on short-term investment

 

Interest on short-term investments decreased by $0.1 million to $3.5 million for the quarter ended September 30, 2016, compared to $3.6 million for the same period ended September 30, 2015. The decrease was primarily due to a decrease in the rate of return caused by decreased return in the local capital markets, partially offset by an increase in the average balances of short-term investments.

 

Non-interest expenses

 

Non-interest expenses increased by $0.8 million, or 114.8%, to $1.6 million for the quarter ended September 30, 2016, compared to $0.8 million for the same period ended September 30, 2015. The increase was primarily attributable to an increase of $0.8 million in share-based compensation to the company’s directors and executive officers and increases in salaries, legal fees, auditing fees and consulting fees for investor relations in connection with being a public company.

 

 

 

 

Income taxes

 

Income tax expense decreased by $0.4 million, or 38.0%, to $0.7 million for the three months ended September 30, 2016, compared to $1.1 million for the three months ended September 30, 2015. The decrease was primarily attributable to a decrease in taxable income excluding interest on short-term investment, which is exempt from taxation.

 

Net income

 

Net income decreased by $1.6 million, or 33.5%, to $3.1 million for the quarter ended September 30, 2016, compared to $4.7 million for the same period ended September 30, 2015.

  

Other Significant Events

 

As previously reported, on December 13, 2016, Appelo Ltd. and Wits Global Ltd., each an entity controlled by Mr. Wang Hong, entered into an agreement to transfer all of the ordinary shares of Wins Finance 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, a company listed on the Hong Kong Stock Exchange (collectively, the “Purchaser”). To the knowledge of the Company, the Purchaser does not own any other of the Company’s ordinary shares and the Purchaser does not have any plans to acquire the Company’s remaining outstanding ordinary shares.

 

At the closing, Jianming Hao, Haiming Guo, Guo Chen and Jingxiao Zhang will resign from the Board of Directors and Junfeng Zhao, Xiaofeng Zhong, Shihai Wang and Weiqi Chen will be appointed to the Board of Directors. In addition, Jianming Hao will resign as Co-Chief Executive Officer of the Company.

 

The transaction has not yet closed.

 

About Wins Finance

 

Wins Finance is a diversified investment and asset management company listed on NASDAQ. The company is focused on identifying value accretive investment opportunities and assets in China and the United States that can be enhanced through the strategic involvement of Wins’ established management team and its familiarity with the Chinese investment community to help generate long-term value for shareholders. Wins Finance is well positioned to leverage its expertise and existing operations in China to build a comprehensive platform for the provision of lending and other financing solutions to the under-served small and medium enterprise segment. For more information, please visit www.winsholdings.com.

 

 

 

 

Forward Looking Statements

 

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. All statements other than statements of historical fact in this press release are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties. Further information regarding these and other risks are described in the Company’s Current Report on Form 8-K dated October 26, 2015 and in the Company’s other filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

  

 

Company Contacts:

Wins Finance Holdings Inc.
7 Times Square, 37th FL
New York, NY 10036
Tel: 212-488-4974
E-mail: info@winsholdings.com

 

 

 

 

WINS FINANCE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

   As of 
   September 30, 2016   June 30,
2016		 
   US$   US$ 
ASSETS          
Cash   8,715,638    47,163,965 
Restricted cash   26,766,408    27,962,846 
Short-term investment   186,474,512    149,841,838 
Commission receivable   286,047    - 
Guarantee paid on behalf of guarantee service customers   2,578,008    2,039,684 
Interest receivable   4,438,571    1,021,306 
Net investment in direct financing leases   72,187,582    74,705,647 
Deferred tax assets, net   404,043    428,524 
Property and equipment, net   816,801    854,719 
Other assets   9,657,588    608,751 
TOTAL ASSETS   312,325,198    304,627,280 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Liabilities          
Bank loan for capital lease business   39,553,635    43,308,617 
Loans payable   8,239,147    - 
Interest payable   220,540    208,947 
Income tax payable   3,067,173    2,510,847 
Unearned income from financial guarantee services   993,051    423,801 
Other liabilities   10,142,287    10,099,055 
Due to related party   464,000    464,000 
Allowance on guarantee   3,056,206    3,079,684 
Deferred income tax liability   -    477,398 
Total Liabilities   65,736,039    60,572,349 
           
Shareholders’ Equity          
Common stock (par value $0.0001 per share, 100,000,000 shares authorized; 20,041,647 and 20,041,647 shares issued and outstanding at September 30, 2016 and June 30, 2016, respectively)   2,004    2,004 
Additional paid-in capital   214,221,526    213,400,296 
Statutory reserve   2,364,245    2,364,245 
Retained Earnings   46,342,639    43,244,044 
Accumulated other comprehensive loss   (16,341,255)   (14,955,658)
Total Equity   246,589,159    244,054,931 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   312,325,198    304,627,280 

 

 

 

 

 

WINS FINANCE HOLDINGS INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND

COMPREHENSIVE INCOME (LOSS)

 

   Three months ended 
   September 30,
2016		   September 30,
2015		 
   US$   US$ 
Guarantee service income          
Commissions and fees on financial guarantee services   835,763    1,751,579 
(Provision)/reversal of provision on financial guarantee services   5,844    319 
Commission and fees on guarantee services, net   841,607    1,751,898 
           
Direct financing lease income          
Direct financing lease interest income   1,461,214    473,752 
Interest expense for direct financing lease   (815,121)   (5,350)
Reversal/(provision) for lease payment receivable   25,584    (4,137)
Net direct financing lease interest income after provision for receivables   671,677    464,265 
           
Net revenue   1,513,284    2,216,163 
           
Non-interest income          
Interest on short-term investment   3,463,436    3,587,140 
Total non-interest income   3,463,436    3,587,140 
           
Non-interest expense          
Business taxes and surcharge   (848)   (126,961)
Salaries and employees surcharge   (292,291)   (181,319)
Rental expenses   (58,279)   (64,435)
Other operating expenses   (1,285,738)   (389,357)
Total non-interest expense   (1,637,156)   (762,072)
           
Income before taxes   3,339,564    5,041,231 
           
Income tax expense   (693,319)   (1,111,144)
Deferred tax expense/(benefit)   452,350    726,567 
NET INCOME   3,098,595    4,656,654 
           
Other comprehensive income          
Foreign currency translation adjustment   (1,385,597)   (9,577,369)
COMPREHENSIVE INCOME/(LOSS)   1,712,998    (4,920,715)
           
Weighted-average ordinary shares outstanding – basic and diluted   20,041,647    30,000,100 
Earnings per share – Basic and diluted   0.15    0.16 

  

 

 

 

NON-GAAP FINANCIAL MEASURES

 

The non-GAAP financial measures below are provided to enhance investors’ overall understanding of the company current financial performance and prospects for the future. A limitation of using non-GAAP other operating expenses and net income, excluding share-based compensation expenses, is that these items have been and may continue to be a significant expense in the Company’s business for the foreseeable future. In order to mitigate these limitations the Company has provided specific information regarding the GAAP amounts excluded from each non-GAAP measure. The accompanying tables include details on the reconciliation between GAAP financial measures that are most directly comparable to the non-GAAP financial measures the Company has presented.

 

WINS FINANCE HOLDINGS INC.

NON-GAAP FINANCIAL MEASURE RECONCILIATIONS

 

   Three months ended 
   September 30,
2016		   September 30,
2015		 
   US$   US$ 
Other operating expenses under GAAP   (1,285,738)   (389,357)
Adjustment (a)   821,239    - 
           
Non-GAAP Other operating expenses   (464,499)   (389,357)
           
Net income under GAAP   3,098,595    4,656,654 
Adjustment (a)   821,239    - 
           
Non-GAAP net income   3,919,834    4,656,654 
           
Basic and diluted shares outstanding   20,041,647    30,000,100 
           
Non-GAAP earnings per share, basic and diluted   0.20    0.16 

  

(a) Adjustment to exclude the share-based compensation expenses for each period