Exhibit 12.2



Certification Pursuant to Rule 13a-14(a)
of the Exchange Act



I, Junfeng
    Zhao, certify that:



1.    I have reviewed this annual report
on Form 20-F/A of WINS Finance Holdings Inc.;



2.    Based on my knowledge, this report
does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,
in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;



3.     Based on my knowledge, the financial
statements, and other financial information included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the company as of, and for, the periods presented in this report;



4.     The company’s other certifying
officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the company and have:



a.      Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the company is made known to us by others within those entities, particularly during
the period in which this report is being prepared;



b.      Intentionally
Omitted;



c.      Evaluated the effectiveness
of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and



d.      Disclosed
in this report any change in the company’s internal control over financial reporting that occurred during the period covered
by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control
over financial reporting; and



5.     The company’s other certifying
officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s
auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):



a.      All significant deficiencies and material
weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect
the company’s ability to record, process, summarize and report financial information; and



b.      Any fraud, whether
or not material, that involves management or other employees who have a significant role in the company’s internal control
over financial reporting.



Date: October 21, 2016





| | By:    | /s/ Junfeng
    Zhao                                                                  
| | ------ | --------------------------------------------------------------------------------------
| | Name:  | Junfeng Zhao                                                                          
| | Title: | Chief Financial Officer                                                               
| |        | (Principal
        Financial Officer
        and
        Principal Accounting Officer)