UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.20549





FORM 20-F/A

(Amendment No. 1)





| |  ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------------

OR

| | þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended June 30, 2017

OR

| |  ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------

OR

| |  ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | -------------------------------------------------------------------------------------------



for the transition period from __________ to ___________



Commission file number 333-204074



WINS Finance
Holdings Inc.






(Exact name of the Registrant as specified
in its charter)



Cayman Islands






(Jurisdiction of incorporation or
organization)



1F, Building 7No. 58 Jianguo Road, Chaoyang DistrictBeijing 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)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



Title of Each Class



Ordinary Shares, par value $.0001 per
share



Name of each exchange on which registered



NASDAQ Capital Market



Securities registered or to be registered
pursuant to Section 12(g) of the Act:



None



Securities for which there is a reporting obligation pursuant
to Section 15(d) of the Act: None



As of June 30, 2017, the registrant had 19,837,642 ordinary
shares outstanding.



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.



| |  ̈ Yes | x No
| | ----- | ----



If this report is an annual or transition report, indicate by
check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934.



| |  ̈ Yes | x No
| | ----- | ----



Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.



| | x Yes |  ̈No
| | ----- | ---







Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, oran emerging growth company. See definition of “large accelerated
filer,"accelerated filer,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.



|xLarge Accelerated filer |  ̈Accelerated filer       |  ̈Non-accelerated filer
|------------------------ | ------------------------ | ----------------------
|                         | ☐Emerging Growth Company |                       





If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, indicate by checkmark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.              ̈



Indicate by check mark which basis of accounting the registrant
has used to prepare the financial statements included in this filing:

|         |  ̈ International Financial Reporting |       
|-------- | ----------------------------------- | ------
|         | Standards as issued by the          |       
|xUS GAAP | International                       |  ̈Other
|         | Accounting Standards Board          |       



If “Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant has elected to follow.



| |  ̈  Item 17 |  ̈Item 18
| | ---------- | --------



If this is an annual report, indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



| |  ̈ Yes | x No
| | ----- | ----




















EXPLANATORY NOTE



Amendment No. 1 to the Annual Report on Form 20-F for the fiscal
year ended June 30, 2017 (the “Form 20-F”) of Wins Finance Holdings Inc. is being filed to amend and restate
Item 6 to reflect the current directors of the Company as opposed to those directors with the Company on June 30, 2017. The change
in the directors was previously reported in a Report of Foreign Private Issuer on Form 6-K filed on August 2, 2017. Other than
the changes to Item 6 and updates to Item 19 to reflect the exhibits previously filed, no changes have been made to the Form 20-F.







1







ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



| | A. | Directors and senior management
| | -- | -------------------------------



The following table sets forth information for
our executive officers, directors and director nominees as of the date of this Annual Report. Unless otherwise stated, the address
for our directors and executive officers is c/o WINS Finance Holdings Inc. 1F, Building 7, No. 58 Jianguo Road, Chaoyang District,
Beijing 100024, PRC.





|Name                     |  | Age |  | Position(s)                                                            
|------------------------ |  | --- |  | -----------------------------------------------------------------------
|Renhui Mu                |  | 45  |  | Chairman, Chief Executive Officer, Chief Operating Officer and Director
|Junfeng Zhao             |  | 47  |  | Chief Financial Officer and director                                   
|Xiaofeng Zhong (1)(2)(3) |  | 39  |  | Director                                                               
|Shihai Wang (1)(2)(3)    |  | 41  |  | Director                                                               
|Weiqi Chen (1)(2)(3)     |  | 33  |  | Director                                                               



| | (1) | Member of our Audit Committee.
| | --- | ------------------------------



| | (2) | Member of our Compensation Committee.
| | --- | -------------------------------------



| | (3) | Member of our Nominating Committee
| | --- | ----------------------------------





Executive Officers and Directors



Renhui Mu has served as Chief Operating
Officer since October 2015 and as a Chairman and Chief Executive Officer since April 2017. Mr Mu has served as our Co-Chief Executive
Officer from October 2015 to April 2017. Mr. Mu joined the Company in October 2013 and served as its Chief Executive Officer and
Chief Operating Officer since such date. Previously, Mr. Mu served as a Deputy General Manager of China CITIC Bank (China) Enterprise
Bank Department and General Manager of CITIC Bank (China) Enterprise Bank Beijing Branch from January 2010 to September 2013. From
December 2006 to December 2009, Mr. Mu served as Vice President of ABN Beijing Branch Enterprise Bank Department. From January
2005 to December 2006, Mr. Mu served as Vice President of Energy and Resource Department in HSBC Bank. From 2000 to January 2005,
Mr. Mu served as investment director in the water business department of Hong Kong Inter China Holdings Company. Mr. Mu is a licensed
attorney. He got his Master of civil law and commercial law from Tsinghua University and his Bachelor of Arts in English from Tsinghua
University in the PRC.





Junfeng Zhao has served as our Chief
Financial Officer since August 2016 and served as a member of our board of directors since April 2017. Mr, Zhao served as our financial
controller from May 2010 to August 2016. Prior to that, Mr. Zhao served as financial controller at Agria Corporation, a NYSE listed
company (stock code: GRO), from 2006 to 2010. Prior to Agria, he served as financial controller at Shanxi Foodstuffs and Oils Import
and Export Company from 1993 to 2006. Mr. Zhao is a member of the ACCA and AICPA. Mr. Zhao obtained his Bachelor degree from Shanxi
University of Finance and Economics in accounting.



Xiaofeng Zhong has served as a member
of our board of directors and the Chairman of Audit committee since August 2017. Mr. Zhong has served as the Vice President of
CIF Investment Fund Management Co., Ltd., a subsidiary of China Citic Group since April 2014. From January 2008 until April 2014,
Mr. Zhong was the Vice President of Ping An Innovation Capital Investment Co., Ltd., a subsidiary of China Ping An Group. From
February 2002 until December 20017, Mr. Zhong was a manager at Deloitte Touche Tohmatsu. He received a Master’s degree in
Finance from Fudan University and a Bachelor’s degree in International Accounting from Shenzhen University.



Shihai Wang
has served as in independent director for the company since August 2017. In January 2010 he co-founded SDIC Fund Management Co.,
Ltd. and has served as its vice president, executive director and managing director since that time. From October 1999 to April
2003, he served as a project manager of Corporate Finance department, Personal finance department, Financial Center, of Hua Xia
Bank. From July 2006 to October 2008, he served as a project manager, senior manager and associate director of China Euro securities
Ltd. From October 2008 to January 2010, he was the vice president of Raw Materials and Equipment Manufacturing Industry Team and
Financial Group of CITIC Securities Co., Ltd. Mr. Wang holds a Bachelor’s degree in Finance and Economics from Shandong University
of Finance and a Master’s degree in Economics from Shanghai Jiao Tong University.





2







Weiqi Chen has served as an independent
director for the company since August 2017. Mr. Chen has been a partner in Autobot Capital, a Venture Investment Fund, since June
2015. He worked for Shenzhen K&C Capital as an investment manager from September 2011 to December 2014. Mr. Chen served for
Shenzhen GTJA Investment Group as an associate from February 2009 to August 2011. he worked in the PSF Department of HSBC Shenzhen
Branch from January 2008 to December 2008. Mr. Chen holds a Bachelor's degree in Economics from the School of Economics at Shenzhen
University.





Arrangements Concerning Election of Directors; Family Relationships



Our current board of directors consists of five
directors. We are not a party to, and are not aware of, any voting agreements among our shareholders. In addition, there are no
family relationships among our executive officers and directors.



| | B. | Compensation
| | -- | ------------



The aggregate compensation paid and share-based
compensation and other payments expensed by us to our directors and executive officers with respect to the year ended June 30,
2017 was $454,778. This amount includes approximately $181,903 set aside or accrued to provide pension, severance, retirement or
similar benefits or expenses, but does not include business travel, professional and business association dues and expenses reimbursed
to office holders, and other benefits commonly reimbursed or paid by companies in our industry.



Employment Agreements with Executive Officers



We have entered into a written employment agreement
with Renhui Mu and Junfeng Zhao. These agreements contain provisions customary for a company in our industry regarding non-competition
and confidentiality of information, but do not provide for a minimum term of employment. The enforceability of covenants not to
compete in China and the United States may be subject to limitations.



Our agreement with each of Mr. Mu and Mr. Zhao
does not provide for benefits upon the termination of his employment with us, other than payment of salary and benefits during
the required notice period for termination of the agreement.



| | C. | Board Practices
| | -- | ---------------



Board of Directors



Independence of Directors





As a result of our ordinary shares being
listed on Nasdaq we adhere to the rules of Nasdaq in determining whether a director is independent. The Nasdaq listing standards
define an “independent director” as a person, other than an executive officer of a company or any other individual
having a relationship which, in the opinion of the issuer’s board of directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. Consistent with these considerations, our board of directors has determined
that Xiaofeng Zhong, Shihai Wang and Weiqi Chen are independent directors of our company. Our independent directors have regularly
scheduled meetings at which only independent directors are present.





3







Board Leadership Structure and Role in Risk
Oversight



Mr. Mu serves as Chairman of the Board of Directors
and as Chief Executive Officer of our company. We believe in the importance of independent oversight and we will endeavor to ensure
that this oversight is truly independent and effective through a variety of means, including:



| | · | Having a majority of the board be considered independent.
| | - | ---------------------------------------------------------



| | · | At each regularly scheduled Board meeting, all independent directors will typically be scheduled to meet in an executive session without the presence of any management directors.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The charters for each of standing committees of the Board will require that all of the members of those committees be independent.
| | - | ----------------------------------------------------------------------------------------------------------------------------------



Given the small size of the Board of Directors,
we do not believe that Mr. Mu’s combined role of Chief Executive Officer and Chairman impact the independent oversight of
our majority independent board.





Meetings and Committees of the Board of Directors



Audit Committee Information





The audit committee of our board of directors
is comprised of Xiaofeng Zhong, Shihai Wang and Weiqi Chen. Xiaofeng Zhong serves as the chairman of the audit committee. Each
of the members of the audit committee is independent under the applicable Nasdaq listing standards. The purposes of the audit committee,
as specified in our Audit Committee Charter, include, but are not limited to:



| | · | reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 20-F;                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;                                                                                               
| | · | discussing with management major risk assessment and risk management policies;                                                                                                                                                                                                 
| | · | monitoring the independence of the independent auditor;                                                                                                                                                                                                                        
| | · | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;                                                                                   
| | · | reviewing and approving all related-party transactions;                                                                                                                                                                                                                        
| | · | inquiring and discussing with management our compliance with applicable laws and regulations;                                                                                                                                                                                  
| | · | pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;                                                                                                    
| | · | appointing or replacing the independent auditor;                                                                                                                                                                                                                               
| | · | determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
| | · | establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and                         
| | · | approving reimbursement of expenses incurred by our management team in identifying potential target businesses.                                                                                                                                                                



Financial Experts on Audit Committee





Our audit committee will at all times be
composed exclusively of “independent directors,” as defined for audit committee members under the Nasdaq listing standards
and the rules and regulations of the SEC, who are “financially literate,” as defined under Nasdaq’s listing standards.
Nasdaq’s listing standards define “financially literate” as being able to read and understand fundamental financial
statements, including a company’s balance sheet, income statement and cash flow statement. We are required to certify to
Nasdaq that the audit committee has, and will continue to have, at least one member who has past employment experience in finance
or accounting, requisite professional certification in accounting, or other comparable experience or background that results in
the individual’s financial sophistication. The Board of Directors has determined that Xiaofeng Zhong satisfies Nasdaq’s
definition of financial sophistication and also qualify as an “audit committee financial expert” as defined under rules
and regulations of the SEC.





4







Nominating Committee Information



The nominating committee of our board of
directors is comprised of Xiaofeng Zhong, Shihai Wang and Weiqi Chen. Each of the members of the nominating committee is independent
under the applicable Nasdaq listing standards. The nominating committee is responsible for overseeing the selection of persons
to be nominated to serve on our board of directors.



Guidelines for Selecting Director Nominees



The nominating committee will consider persons
identified by its members, management, shareholders, investment bankers and others. The guidelines for selecting nominees, which
are specified in our Nominating Committee Charter, generally provide that persons to be nominated:



| | · | should have demonstrated notable or significant achievements in business, education or public service;                                                                                                                      
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | · | should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and
| | · | should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.                                                                           



The nominating committee will consider a number
of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating
a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes,
such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the
overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee will
not distinguish among nominees recommended by shareholders and other persons.



Compensation Committee Information





The compensation committee of our board
of directors is comprised of Xiaofeng Zhong, Shihai Wang and Weiqi Chen. The compensation committee’s duties, which are specified
in our Compensation Committee Charter, include, but are not limited to:



| | · | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | reviewing and approving the compensation of all of our other executive officers;
| | - | --------------------------------------------------------------------------------



| | · | reviewing our executive compensation policies and plans;
| | - | --------------------------------------------------------



| | · | implementing and administering our incentive compensation equity-based remuneration plans;
| | - | ------------------------------------------------------------------------------------------



| | · | assisting management in complying with our annual report disclosure requirements;
| | - | ---------------------------------------------------------------------------------



| | · | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | if required, producing a report on executive compensation to be included in our annual report or proxy statement; and
| | - | ---------------------------------------------------------------------------------------------------------------------



| | · | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
| | - | --------------------------------------------------------------------------------------------------





5







Indemnification of Directors and Officers



The Companies Law (2013 Revision) of the Cayman
Islands permits the Company to indemnify its directors, officers, employees and agents, subject to limitations imposed by the Companies
Law. Our Memorandum and Articles of Association require us to indemnify directors and officers to the full extent permitted by
the Companies Law. We have also entered into indemnification agreements with its officers and directors that provide for indemnification
to the maximum extent allowed under the Companies Law.



D. Employees



As of June 30, 2017, we had 39 full-time employees.
We recruit personnel from the open market and enter into employment contracts with employees. We offer competitive remuneration
packages to employees, including salaries and bonuses to qualified employees. We provide staff training on a regular basis to enhance
employees’ knowledge of financial products in the market and the applicable laws and regulations in relation to the industry
in which we operate.



E. Share Ownership



Share Ownership of Executive Officers and Directors



For information concerning the beneficial ownership
of our ordinary shares by our executive officers and directors, see the table in Item 7A. “Major Shareholders and Related
Party Transactions—Major shareholders.”



On February 14, 2017, Wins Finance terminated
the option agreements with our directors and executive officers for no consideration.



As a result of the termination of
such options and the automatic termination of options upon the previously announced departures of executive officers and directors
of the Company, as of June 30, 2017, the Company did not have any options outstanding.



2015 Long Term Incentive Equity Plan



General



On April 10, 2015, our board of directors adopted
the 2015 Long-Term Equity Incentive Plan (the “2015 Plan”), subject to the approval of Sino’s shareholders. The
2015 Plan was approved by Sino’s shareholders on October 16, 2015. The purpose of the 2015 Plan is to assist in attracting,
retaining, motivating, and rewarding certain key employees, officers, directors, and consultants of the Company and its affiliates
and promoting the creation of long-term value for shareholders of the Company by closely aligning the interests of such individuals
with those of such shareholders. The 2015 Plan authorizes the award of share-based incentives to encourage eligible employees,
officers, directors, and consultants, as described below, to expend maximum effort in the creation of shareholder value.





Summary of the 2015 Plan



The 2015 Plan may be administered by the
board of directors or a committee of the board. All references in the 2015 Plan to “committee” mean the board, if no
committee has been designated to administer the plan. If administered by a committee, such committee shall be composed of at least
two directors, all of whom are “outside directors” within the meaning of the regulations issued under Section 162(m)
of the Internal Revenue Code of 1986, as amended (the “IRC”) and “non-employee” directors within the meaning
of Rule 16b-3 under the Exchange Act. Initially, the compensation committee will administer the 2015 Plan.



Subject to the provisions of the 2015 Plan,
the committee determines, among other things, the persons to whom from time to time awards may be granted, the specific type of
awards to be granted, the number of shares subject to each award, share prices, any restrictions or limitations on the awards,
and any vesting, exchange, deferral, surrender, cancellation, acceleration, termination, exercise or forfeiture provisions related
to the awards.





6







Shares Subject to the Plan



10% of our ordinary shares have been reserved
for issuance in accordance with the plan’s terms. Ordinary shares subject to other awards that are forfeited or terminated
will be available for future award grants under the plan. Ordinary shares that are surrendered by a holder or withheld by the Company
as full or partial payment in connection with any award under the plan, as well as any ordinary shares surrendered by a holder
or withheld by the Company or one of its subsidiaries to satisfy the tax withholding obligations related to any award under the
plan, shall not be available for subsequent awards under the plan.



Under the plan, on a change in the number
of ordinary shares outstanding as a result of a dividend on ordinary shares payable in ordinary shares, share forward split or
reverse split or other extraordinary or unusual event that results in a change in the ordinary shares as a whole, the terms of
the outstanding award will be proportionately adjusted.



Eligibility



The Company may grant awards under the plan
to employees, officers, directors and consultants who are deemed to have rendered or to be able to render significant services
to the Company or its subsidiaries and who are deemed to have contributed or to have the potential to contribute to the success
of the Company. An incentive share option may be granted under the plan only to a person who, at the time of the grant, is an employee
of the Company or a related company.



Types of Awards



Options. The plan provides both
for “incentive” share options as defined in Section 422 of the IRC, and for options not qualifying as incentive options,
both of which may be granted with any other share based award under the plan.



The board or committee determines the exercise
price per ordinary share purchasable under an incentive or non-qualified share option, which may not be less than 100% of the fair
market value on the day of the grant or, if greater, the par value of an ordinary share. However, the exercise price of an incentive
share option granted to a person possessing more than 10% of the total combined voting power of all classes of the Company’s
share capital may not be less than 110% of the fair market value on the date of grant. The aggregate fair market value of all ordinary
shares with respect to which incentive share options are exercisable by a participant for the first time during any calendar year
(under all of the Company’s plans), measured at the date of the grant, may not exceed $100,000 or such other amount as may
be subsequently specified under the IRC or the regulations thereunder.



An incentive share option may only be granted
within a ten-year period from the effective date of the plan and may only be exercised within ten years from the date of the grant,
or within five years in the case of an incentive share option granted to a person who, at the time of the grant, owns ordinary
shares possessing more than 10% of the total combined voting power of all classes of the Company’s share capital.



Subject to any limitations or conditions
the board or committee may impose, share options may be exercised, in whole or in part, at any time during the term of the share
option by giving written notice of exercise to the Company specifying the number of ordinary shares to be purchased. The notice
must be accompanied by payment in full of the purchase price, either in cash or, if provided in the agreement, in the Company’s
securities or in combination of the two.



7







Generally, share options granted under the
plan may not be transferred other than by will or by the laws of descent and distribution and all share options are exercisable,
during the holder’s lifetime, only by the holder (or in the event of legal incapacity or incompetency, the holder’s
guardian or legal representative). However, a holder, with the approval of the board or committee, may transfer a non-qualified
share option by gift to a family member of the holder, by domestic relations order to a family member of the holder or by transfer
to an entity in which more than 50% of the voting interests are owned by family members of the holder or the holder.



Generally, if the holder is an employee,
no share options granted under the plan may be exercised by the holder unless he or she is employed by the Company or one of its
subsidiaries at the time of the exercise and has been so employed continuously from the time the share options were granted. However,
in the event the holder’s employment is terminated due to disability, the holder may still exercise his or her vested share
options for a period of 12 months or such other greater or lesser period as the board or committee may determine, from the date
of termination or until the expiration of the stated term of the share option, whichever period is shorter. Similarly, should a
holder die while employed by the Company or a subsidiary, his or her legal representative or legatee under his or her will may
exercise the decedent holder’s vested share options for a period of 12 months from the date of his or her death, or such
other greater or lesser period as the board or committee may determine or until the expiration of the stated term of the share
option, whichever period is shorter. If the holder’s employment is terminated due to normal retirement, the holder may still
exercise his or her vested share options for a period of 12 months from the date of termination or until the expiration of the
stated term of the share option, whichever period is shorter. If the holder’s employment is terminated for any reason other
than death, disability or normal retirement, the share option will automatically terminate, except that if the holder’s employment
is terminated by the Company without cause, then the portion of any share option that is vested on the date of termination may
be exercised for a period of three months (or such other greater or lesser period as the committee may specify in the award agreement)
from the date of such termination or until the expiration of the stated term of the share option, whichever period is shorter.



Share Appreciation Rights. Under
the plan, the committee may grant share appreciation rights in tandem with a share option or alone and unrelated to a share option.
The committee may grant share appreciation rights to participants who have been, or are being, granted share options under the
plan as a means of allowing the participants to exercise their share options without the need to pay the exercise price in cash.
In conjunction with non-qualified share options, share appreciation rights may be granted either at or after the time of the grant
of the non-qualified share options. In conjunction with incentive share options, share appreciation rights may be granted only
at the time of the grant of the incentive share options. A share appreciation right entitles the holder to receive a number of
ordinary shares having a fair market value equal to the excess fair market value of one ordinary share over the exercise price
of the related share option, multiplied by the number of shares subject to the share appreciation right. The granting of a share
appreciation right in tandem with a share option will not affect the number of ordinary shares available for awards under the plan.
The number of shares available for awards under the plan will, however, be reduced by the number of ordinary shares acquirable
upon exercise of the share option to which the share appreciation right relates.



Restricted Shares. Under the
plan, the committee may award restricted shares either alone or in addition to other awards granted under the plan. The board or
committee determines the persons to whom grants of restricted shares are made, the number of shares to be awarded, the price if
any to be paid for the restricted shares by the person receiving the shares, the time or times within which awards of restricted
shares may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions
of the restricted share awards.



The plan requires that all restricted shares
awarded to a holder remain in The Company’s physical custody until the restrictions have terminated and all vesting requirements
with respect to the restricted shares have been fulfilled. The Company will retain custody of all dividends or distributions made
or declared with respect to the restricted shares during the restriction period. A breach of any restriction regarding the restricted
shares will cause a forfeiture of the restricted shares and any retained distributions. Except for the foregoing restrictions,
the holder will, even during the restriction period, have all of the rights of a shareholder, including the right to vote the shares.





8







Other Share-Based Awards. Under
the plan, the committee may grant other share-based awards, subject to limitations under applicable law, that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on, or related to, ordinary shares, as deemed consistent
with the purposes of the plan. These other share-based awards may be in the form of purchase rights, ordinary shares awarded that
are not subject to any restrictions or conditions, convertible or exchangeable debentures or other rights convertible into ordinary
shares and awards valued by reference to the value of securities of, or the performance of, one of the Company’s subsidiaries.
These other share-based awards may include performance shares or options, whose award is tied to specific performance criteria.
These other share-based awards may be awarded either alone, in addition to, or in tandem with any other awards under the plan or
any of the Company’s other plans.





Accelerated Vesting and Exercisability



If any one person, or more than one person
acting as a group, acquires the ownership of our ordinary shares that, together with the shares held by such person or group, constitutes
more than 50% of the total fair market value or combined voting power of our ordinary shares, and the Company’s board of
directors does not authorize or otherwise approve such acquisition, then the vesting periods of any and all share options and other
awards granted and outstanding under the plan shall be accelerated and all such share options and awards will immediately and entirely
vest, and the respective holders thereof will have the immediate right to purchase and/or receive any and all ordinary shares subject
to such share options and awards on the terms set forth in the plan and the respective agreements respecting such share options
and awards. An increase in the percentage of shares owned by any one person, or persons acting as a group, as a result of a transaction
in which the Company acquires its shares in exchange for property is not treated as an acquisition of shares.



The committee may, in the event of an acquisition
by any one person, or more than one person acting as a group, together with acquisitions during the 12-month period ending on the
date of the most recent acquisition by such person or persons, of assets from the Company that have a total gross fair market value
equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately before such acquisition
or acquisitions, or if any one person, or more than one person acting as a group, acquires the ownership of the Company ordinary
shares that, together with the shares held by such person or group, constitutes more than 50% of the total fair market value or
combined voting power of the Company ordinary shares, which has been approved by the Company’s board of directors, (i) accelerate
the vesting of any and all share options and other awards granted and outstanding under the plan, or (ii) require a holder of any
award granted under the plan to relinquish such award to the Company upon the tender by the Company to the holder of cash in an
amount equal to the repurchase value of such award. For this purpose, “gross fair market value” means the value of
the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated
with such assets and “repurchase value” means the aggregate fair market value of the shares (if the award to be settled
is comprised of ordinary shares) or the aggregate difference between the fair market value of the shares and the exercise price
of the award (if the award is a share option or share appreciation right).



Notwithstanding any provisions of the plan
or any award granted thereunder to the contrary, no acceleration shall occur with respect to any award to the extent such acceleration
would cause the plan or an award granted thereunder to fail to comply with Section 409A of the IRC.



Award Limitation



No participant may be granted awards for
more than 1% of the outstanding shares of the Company in any calendar year.



Other Limitations



The board or committee may not modify or
amend any outstanding option or share appreciation right to reduce the exercise price of such option or share appreciation right,
as applicable, below the exercise price as of the date of grant of such option or share appreciation right. In addition, no option
or share appreciation right may be granted in exchange for the cancellation or surrender of an option or share appreciation right
or other award having a higher exercise price.





9







Withholding Taxes



Upon the exercise of any award granted under
the plan, the holder may be required to remit to the Company an amount sufficient to satisfy all federal, state and local withholding
tax requirements prior to delivery of any certificate or certificates for ordinary shares.



Term and Amendments



Unless terminated by the board, the plan
shall continue to remain effective until no further awards may be granted and all awards granted under the plan are no longer outstanding.
Notwithstanding the foregoing, grants of incentive share options may be made only until ten years from the date of the consummation
of the acquisition. The board may at any time, and from time to time, amend the plan, provided that no amendment will be made that
would impair the rights of a holder under any agreement entered into pursuant to the plan without the holder’s consent.



United States Federal Income Tax Consequences



The following discussion of the United States
federal income tax consequences of participation in the plan is only a summary of the general rules applicable to the grant and
exercise of share options and other awards and does not give specific details or cover, among other things, state, local and foreign
tax treatment of participation in the plan. The information contained in this section is based on present law and regulations,
which are subject to being changed prospectively or retroactively. This summary also assumes that participants are individual citizens
or residents of the United States and does not address the passive foreign investment company rules of the IRC, which are discussed
generally in the section of this Annual Report under Item 10.E “Taxation – United States Federal Income Taxation –
U.S. Holders – Passive Foreign Investment Company Rules.”



Incentive Share Options. Participants
will recognize no taxable income upon the grant of an incentive share option. The participant generally will realize no taxable
income when the incentive share option is exercised. The excess, if any, of the fair market value of the shares on the date of
exercise of an incentive share option over the exercise price will be treated as an item of adjustment for a participant’s
taxable year in which the exercise occurs and may result in an alternative minimum tax liability for the participant. The Company
will not qualify for any deduction in connection with the grant or exercise of incentive share options. Upon a disposition of the
shares after the later of two years from the date of grant or one year after the transfer of the shares to a participant, the participant
will recognize the difference, if any, between the amount realized and the exercise price as long-term capital gain or long-term
capital loss, as the case may be, if the shares are capital assets.



If ordinary shares acquired upon the exercise
of an incentive share option is disposed of prior to the expiration of the holding periods described above, the participant will
recognize ordinary compensation income in the taxable year of disposition in an amount equal to the excess, if any, of the fair
market value of the shares on the date of exercise over the exercise price paid for the shares; and the Company will qualify for
a deduction equal to any amount recognized, subject to the limitation that the compensation be reasonable.



Non-Qualified Share Options. With
respect to non-qualified share options:



| | · | upon grant of the share option, the participant will recognize no income provided that the exercise price was not less than
the fair market value of the Company ordinary shares on the date of grant;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | upon exercise of the share option, if the ordinary shares are not subject to a substantial risk of forfeiture, the participant
will recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the shares on
the date of exercise over the exercise price, and the Company will qualify for a deduction in the same amount, subject to the requirement
that the compensation be reasonable; and
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | The Company will be required to comply with applicable federal income tax withholding requirements with respect to the amount
of ordinary compensation income recognized by the participant.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



On a disposition of the shares, the participant
will recognize gain or loss equal to the difference between the amount realized and the sum of the exercise price and the ordinary
compensation income recognized. The gain or loss will be treated as capital gain or loss if the shares are capital assets and as
short-term or long-term capital gain or loss, depending upon the length of time that the participant held the shares.





10







If the shares acquired upon exercise of
a non-qualified share option are subject to a substantial risk of forfeiture, the participant will recognize ordinary income at
the time when the substantial risk of forfeiture is removed, unless the participant timely files under Section 83(b) of the IRC
to elect to be taxed on the receipt of shares, and the Company will qualify for a corresponding deduction at that time. The amount
of ordinary income will be equal to the excess of the fair market value of the shares at the time the income is recognized over
the amount, if any, paid for the shares.



Share Appreciation Rights. Upon
the grant of a share appreciation right, the participant recognizes no taxable income and the Company receives no deduction. The
participant recognizes ordinary income and the Company receives a deduction at the time of exercise equal to the cash and fair
market value of ordinary shares payable upon the exercise.



Restricted Shares. A participant
who receives restricted shares will recognize no income on the grant of the restricted shares and the Company will not qualify
for any deduction. At the time the restricted shares are no longer subject to a substantial risk of forfeiture, a participant will
recognize ordinary compensation income in an amount equal to the excess, if any, of the fair market value of the restricted shares
at the time the restriction lapses over the consideration paid for the restricted shares. A participant’s shares are treated
as being subject to a substantial risk of forfeiture so long as his or her sale of the shares at a profit could subject him or
her to a suit under Section 16(b) of the Exchange Act. The holding period to determine whether the participant has long-term or
short-term capital gain or loss begins when the restriction period expires, and the tax basis for the shares will generally be
the fair market value of the shares on this date.





A participant may elect under Section 83(b)
of the IRC, within 30 days of the transfer of the restricted shares, to recognize ordinary compensation income on the date of transfer
in an amount equal to the excess, if any, of the fair market value on the date of transfer of the restricted shares, as determined
without regard to the restrictions, over the consideration paid for the restricted shares. If a participant makes an election and
thereafter forfeits the shares, no ordinary loss deduction will be allowed. The forfeiture will be treated as a sale or exchange
upon which there is realized loss equal to the excess, if any, of the consideration paid for the shares over the amount realized
on such forfeiture. The loss will be a capital loss if the shares are capital assets. If a participant makes an election under
Section 83(b), the holding period will commence on the day after the date of transfer and the tax basis will equal the fair market
value of shares, as determined without regard to the restrictions, on the date of transfer.



On a disposition of the shares, a participant
will recognize gain or loss equal to the difference between the amount realized and the tax basis for the shares.



Whether or not the participant makes an
election under Section 83(b), the Company generally will qualify for a deduction, subject to the reasonableness of compensation
limitation, equal to the amount that is taxable as ordinary income to the participant, in the taxable year in which the income
is included in the participant’s gross income. The income recognized by the participant will be subject to applicable withholding
tax requirements.



Dividends paid on restricted shares that
are subject to a substantial risk of forfeiture generally will be treated as compensation that is taxable as ordinary compensation
income to the participant and will be deductible by the Company subject to the reasonableness limitation. If, however, the participant
makes a Section 83(b) election, the dividends will be treated as dividends and taxable as ordinary income to the participant, but
will not be deductible by the Company.



Other Share-Based Awards. The
federal income tax treatment of other share-based awards will depend on the nature and restrictions applicable to the award.



Section 162(m) Limits. Section
162(m) of the IRC places a limit of $1,000,000 on the amount of compensation that a publicly traded company may deduct in any one
year with respect to each of its chief executive officer and 4 most highly paid executive officers. Certain performance-based compensation
approved by shareholders is not subject to the deduction limit. The plan is qualified such that awards under the plan may constitute
performance-based compensation not subject to Section 162(m) of the IRC. One of the requirements for equity compensation plans
is that there must be a limit to the number of shares granted to any one individual under the plan. Accordingly, the plan provides
that the maximum number of shares for which awards may be made to any employee in any calendar year is 40,000. The maximum amount
payable pursuant to that portion of a cash award granted under the plan for any fiscal year to any employee that is intended to
satisfy the requirements for “performance-based compensation” under Section 162(m) of the IRC may not exceed $500,000.
Under the plan the board of directors or the compensation committee has the power to impose restrictions on awards to ensure that
such awards satisfy the requirements for performance-based compensation under Section 162(m) of the IRC.





11







Certain Awards Deferring or Accelerating
the Receipt of Compensation. Section 409A of the IRC, enacted as part of the American Jobs Creation Act of 2004, imposes
certain new requirements applicable to “nonqualified deferred compensation plans.” If a nonqualified deferred compensation
plan subject to Section 409A fails to meet, or is not operated in accordance with, these new requirements, then all compensation
deferred under the plan may become immediately taxable. Share appreciation rights and deferred share awards that may be granted
under the plan may constitute deferred compensation subject to the Section 409A requirements. It is our intention that any award
agreement governing awards subject to Section 409A will comply with these rules.









ITEM 19. EXHIBITS



|No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1.1 |  | Amended and Restated Articles of Association of the Company (incorporated by reference from Annex C-4 to the proxy statement/prospectus forming a part of the registrant’s Registration Statement on Form S-4 (Registration No. 333-204074), originally filed with the SEC on May 11, 2015)                                                                                                                                                                             
|1.2 |  | Certificate of Incorporation on Change of Name of the registrant (incorporated by reference from Annex C-1 to the proxy statement/prospectus forming a part of the registrant’s Registration Statement on Form S-4 (Registration No. 333-204074), originally filed with the SEC on May 11, 2015).                                                                                                                                                                       
|2.1 |  | Form of the Company’s Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 to the registrant’s Registration Statement on Form S-4 (Registration No. 333-204074), originally filed with the SEC on May 11, 2015)                                                                                                                                                                                                                                         
|2.2 |  | Agreement and Plan of Reorganization, dated as of April 24, 2015 and amended on May 5, 2015, by and among Sino Mercury Acquisition Corp (“Sino”), Wins Finance Holdings Inc., Wins Finance Group Ltd. (“WFG”) and the shareholders of WFG (incorporated by reference from Annex A to the proxy statement/prospectus forming a part of the registrant’s Registration Statement on Form S-4 (Registration No. 333-204074), originally filed with the SEC on May 11, 2015).
|4.1 |  | Amended
    and Restated Registration Rights Agreement dated as of October 27, 2015among the Company, the initial
stockholders of Sino and the shareholders of WFG (incorporated by reference to Exhibit 10.8 to the definitive Proxy Statement/Prospectus
included with the Registration Statement on Form S-4/A filed on September 11, 2015.                                                                                                                          
|4.2 |  | Securities Escrow Agreement dated as of August 26, 2014, as amended on June 21, 2016 by and among the Company and the initial stockholders of Sino (incorporated by reference to Exhibit 10.3 of Sino Mercury Acquisition Corp.’s Form S-1/A filed on July 18, 2014).                                                                                                                                                                                                   
|4.3 |  | Escrow
    Agreement dated as of October 27, 2016 among Wins Finance Holdings Inc., the Representative (as described in the Agreement
    and Plan of Reorganization) and Continental Stock Transfer & Trust Company, as Escrow Agent (incorporated by reference to
    Annex F to the definitive Proxy Statement/Prospectus included with the Registration Statement on Form S-4/A filed on
    September 21, 2015)                                                    
|4.4 |  | Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 of Sino’s Form 8-K filed on April 27, 2015).                                                                                                                                                                                                                                                                                                                                                       
|4.5 |  | Loan Contract between Jinshang International Financial Leasing Co., Ltd. and Bank of China, Shouzhou Branch (incorporated by reference to Exhibit 10.9 to the Registrant Statement on Form S-4/A filed on May 11, 2015)                                                                                                                                                                                                                                                 
|4.6 |  | Loan Contract between Jinshang International Financial Leasing Co., Ltd. and China Citic Bank (incorporated by reference to Exhibit 10.10 to the Registrant Statement on Form S-4/A filed on May 11, 2015)                                                                                                                                                                                                                                                              
|4.7 |  | Tenancy Agreement between Jinshang International Financial Leasing Co., Ltd. and Beijing Dong Sheng International Culture Industry Development Co., Ltd. (incorporated by reference to Exhibit 10.11 to the Registrant Statement on Form S-4/A filed on May 11, 2015)                                                                                                                                                                                                   





12







|4.8     |  | Tenancy Agreement between Shanxi Dongsheng Financial Guarantee Co., Ltd. and Shanxi Province YuciWangcheng Enterprises Limited (incorporated by reference to Exhibit 10.12 to the Registrant Statement on Form S-4/A filed on May 11, 2015)                                                            
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.9     |  | 2015 Long Term Incentive Equity Plan (incorporated by reference to Annex D to the definitive Proxy Statement/Prospectus
included with the Registration Statement on Form S-4/A filed on September 21, 2015)                                                                                            
|4.10    |  | Summary Purchase-and-Lease-Back Agreement dated December 23, 2015 by and between Jinshang International Financial Lease Co., Ltd, and Liaoning Sg Automotive Group Co., Ltd.(incorporated by reference to Exhibit 4.10 to Amendment No. 1 to the Annual Report on Form 20-F filed on _October 24, 2016)
|4.11    |  | Summary Purchase-and-Lease-Back Agreement dated April 23, 2016 by and between Jinshang International Financial Lease Co., Ltd, and Liaoning Sg Automotive Group Co., Ltd.(incorporated by reference to Exhibit 4.11 to Amendment No. 1 to the Annual Report on Form 20-F filed on _October 24, 2016)   
|8.1     |  | List of Subsidiaries of the
    Company (Previously filed)                                                                                                                                                                                                                                             
|12.1    |  | Certification of Chief Executive Officers Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                                                                                                         
|12.2    |  | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                                                                                                          
|13.1    |  | Certification of Chief Executive Officers and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                         
|99.1    |  | Letter
    from Marcum Bernstein & Pinchuk LLP, dated November 13, 2017 (Previously filed)                                                                                                                                                                                                             
|101.1NS |  | XBRL Instance Document (Previously filed)                                                                                                                                                                                                                                                              
|101.SCH |  | XBRL Taxonomy Extension Schema
    Document (Previously filed)                                                                                                                                                                                                                                         
|101.CAL |  | XBRL Taxonomy Extension Calculation
    Linkbase Document (Previously filed)                                                                                                                                                                                                                           
|101.DEF |  | XBRL Taxonomy Extension Definitions
    Linkbase Document (Previously filed)                                                                                                                                                                                                                           
|101.LAB |  | XBRL Taxonomy Extension Label
    Linkbase Document (Previously filed)                                                                                                                                                                                                                                 
|101.PRE |  | XBRL Taxonomy Extension Presentation Linkbase Document (Previously filed)                                                                                                                                                                                                                              









13







SIGNATURES



The Registrant hereby certifies that it meets
all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this annual
report on its behalf.



|                        | WINS FINANCE HOLDINGS INC.
|----------------------- | --------------------------
|                        |                           
|Date: December 13, 2017 | By:                       
|                        | Name:                     
|                        | Title:                    
|                        |                           
|                        | By:                       
|                        | Name:                     
|                        | Title:                    
|                        |                           



14