Exhibit 4.1


 


	         NUMBER	 	SHARES           
	 	 	 
	________	 	________    


 


WINS FINANCE HOLDINGS
INC.


 


INCORPORATED UNDER
THE LAWS OF THE CAYMAN ISLANDS


 


ORDINARY SHARES


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


	This Certifies that	
        CUSIP G97223104              

	 	 
	
        is the owner of
	 


 


FULLY PAID AND
NON-ASSESSABLE ORDINARY SHARES OF THE PAR VALUE OF $.0001 EACH OF


 


WINS FINANCE HOLDINGS
INC.


 


transferable on the books of
the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed. 


This certificate is not valid
unless countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized officers.


 


Dated:


 


	 	 	 
	CHAIRMAN	 	SECRETARY


 






     


     

    

 


The following abbreviations,
when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:


 





	 	TEN COM –	as tenants in common	UNIF GIFT MIN ACT 	- _____ Custodian ______
	 	TEN ENT – 	as tenants by the entireties	 	 	(Cust)	             (Minor)
	 	JT TEN – 	as joint tenants with right of survivorship	 	under Uniform Gifts to Minors
	 	 	and not as tenants in common	 	Act ______________
	 	 	 	 	(State)




 


Additional Abbreviations
may also be used though not in the above list.


WINS FINANCE HOLDINGS
INC.


The Company will
furnish without charge to each shareholder who so requests the powers, designations, preferences and relative, participating, optional
or other special rights of each class of shares or series thereof of the Company and the qualifications, limitations, or restrictions
of such preferences and/or rights. This certificate and the shares represented thereby are issued and shall be held subject to
all the provisions of the Memorandum and Articles of Association and all amendments thereto and resolutions of the Board of Directors
providing for the issue of Preferred Shares (copies of which may be obtained from the secretary of the Company), to all of which
the holder of this certificate by acceptance hereof assents.


For value received, ___________________________
hereby sell, assign and transfer unto


 


	PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE	 
	 	 
	 	 
	 	 



 


 


 






(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,
INCLUDING ZIP CODE, OF ASSIGNEE)


 


 





 



 


 





 



 


	 
	ordinary shares represented
by the within Certificate, and do hereby irrevocably constitute and appoint



 





	 



Attorney to transfer the said shares on the books of the within named Company with full power
of substitution in the premises.


 





	Dated _______________	 
	 	 
	 	Notice:	The signature to this assignment
    must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement
    or any change whatever.



 


Signature(s) Guaranteed:


 





	 	 
	THE SIGNATURE(S) SHOULD BE GUARANTEED
    BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
    AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).