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 May 2024
Commission
File No.: 333-204074
WINS FINANCE HOLDINGS INC.
1F,
Building 1B
No. 58 Jianguo Road, Chaoyang District
Beijing 100024, People’s Republic of China
(Address of Principal Executive Offices.)
1177 Avenue of the Americas
5th Floor New York, NY 10036
646-694-8538
(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): ¨
Unregistered Sales of Equity Securities.
On
May 15, 2024, Wins Finance Holdings Inc. (the “Company”) entered into a share subscription agreement (the “Agreement”)
with Jude Gongsheng International Medical Investment Management （Beijing）
LLC. (聚德共生国际医疗投资管理（北京）有限公司),
a China company (“Investor 1”), and Mr. Renhui Mu (“Investor 2”) (“Investor 1” and “Investor
2” together are collectively called the “Investors”). Pursuant to the Agreement, the Investors agreed to purchase 76,100,000
ordinary shares of the company for an aggregate purchase price of $7,610,000. The parties will close on the first tranche of $300,000
within 20 working days after the date of the Agreement, and the remainder will close on or before September 30, 2024.
Pursuant to the Agreement, the number of members
of the Board of Directors will be 5, with Renhui Mu, currently a member of the Board of Directors and the Company’s Chief Executive
Officer remaining a member. Investor 1 shall appoint three members of the Board of Directors, and may suggest changes to the Board of
Directors from time to time, as specified in the Agreement.
Exhibits
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: May 17, 2024
| WINS FINANCE HOLDINGS INC. | |
| | |
| By: |
/s/ Renhui Mu | |
| Name: |
Renhui Mu | |
| Title: |
Chief Executive Officer | |
Exhibit 4.1
SHARE SUBSCRIPTION AGREEMENT
This SHARE SUBSCRIPTION AGREEMENT (this “Agreement”),
dated as of May 15th, 2024 (the “Effective Date”), is entered into by and among Wins Finance Holdings Inc.,
a Cayman Island company (the “Company”), and Jude Gongsheng International Medical Investment Management （Beijing）
LLC. (聚德共生国际医疗投资管理（北京）有限公司),
a China company (the “Investor 1”)，and Mr. Renhui
Mu with personal ID No. 210211197403034530 (the “Investor 2”) (the “Investor 1” and “Investor 2”
together are collectively called the “Investors”).
RECITALS
The Investors wishes to subscribe USD 7,610,000 (the “Subscription
Amount”) of the Company’s new ordinary shares of existing class (the “Common Stock”) at a price equal to USD
$0.1 to acquire approximately 76,100,000 shares (the “Shares”) in below pay schedule.
AGREEMENT
NOW THEREFORE, in consideration of the foregoing, and the representations,
warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:
1. The
Share Subscription proportion within investors.
The Investor 1 agrees to buy, the Shares in exchange
for 90% (the “Contribution Ratio”) of the Subscription Amount, 68,490,000 shares, in accordance with the Schedule below;
Investor 2 agrees to buy the Shares in exchange for 10% (the “Contribution Ratio”) of the Subscription Amount, 7,610,000
shares, in accordance with the Schedule below. The Company agrees to issue and instruct its transfer agent to issue the applicable portion
of the Shares in the name of the Investors promptly upon each tranche of share subscription from the Investors and receipt of share amount
by the Company.
2. The
Schedule.
The Company and the investors agree to close the transaction in accordance
with the schedules below.
(a) Down Payment: Investors will pay $300,000
(or equivalent in CNY) within 20 working days upon the Effective Date.
The remainder of the Subscription Amount $7,310,000
(or equivalent in CNY), shall be paid before September 30th, 2024 by investors.
3. Payment.
The Company has right to inform the Investors to remit subscription
amount to a third party providing proof as required by regulatory bodies. Remittance method shall be agreed in writing by the Company
and Investors.
Besides paying subscription amount directly to the Company, Investors
may pay the subscription amount under each of the tranches to the account owned by Company’s subsidiary company., or to such other
payees as such Company shall have been agreed by Investors in writing.
4. Agreements
after Investors Become the Controlling Shareholder
(a) The
Investors are persons acting in concert.
(b) The
number of members of the board of directors of the Company shall be 5. Investors suggest Investor 2, Mr. Renhui Mu, to be chairman
and executive director of Company, and legal person of all domestic and foreign class one holding platform companies (the domestic and
foreign subsidiary companies hold by Company directly, including but not limited to “Dalian Ruikai Taigu Investment Management
LLC (大连瑞凯泰富投资管理有限公司)”).
Investor 1 shall appoint 3 members of board of directors, and has right to suggest change members of board of directors or other senior
officers, when major decision-making errors, improper management and malpractices occur.
(c) Investor
1 has right to suggest Chairman of the Strategy Committee, Chairman of the Audit Committee, and head of the Compensation and Benefits
Committee, finance, etc
(d) The
new board of directors shall reappoint or hire management team of Company.
(e) Company
shall conduct due diligence for Dalian Ruikai Taifu Investment Management LLC, Wanrui Wanjia (Beijing) Science and Trade LLC, and Beijing
Fushengxing Trade LLC. If the result satisfy the new board of directors, the such companies shall become 100% owned by Company.
(f) Board
of directors shall hold at least 4 meetings every year to decide all investments.
(g) All
subsidiary companies shall settle all current accounts receivable. Amount received shall be used in Company’s operation.
5. Representations
and Warranties of Company.
The Company represents and warrants to the Investors
that:
(a) Organization
Adjustment And Re-list to Nasdaq. After this Agreement signed and effected, Company shall adjust organization and equity structure
for its domestic subsidiary companies; shall conduct Company’s market integration strategy of high-tech medical products. After
all investments fund received, Company shall invite Investor 1 appoint 3 persons to replace current members in the board of directors;
shall finish the mergers and acquisitions for the target companies; shall hold shareholder’s meeting to confirm re-list to Nasdaq,
to authorized board of director to reverse stock split, authorized board of directors to issue more shares in the future, to authorized
board of directors to change the Company’s Name. Company shall confirm to start the process of re-list to Nasdaq Before end of
December 2024.
(b) Due
Incorporation, Qualification, etc. The Company (i) is a company duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization; (ii) has the power and authority to own, lease and operate its properties and
carry on its business as now conducted and proposed to be conducted; and (iii) is duly qualified and licensed to do business and
in good standing in each jurisdiction in which the failure to be so qualified or licensed would have a material adverse effect.
(c) Authority.
All corporate action required to be taken by the Company’s Board of Directors in order to authorize the Company to enter into this
Agreement and to issue the Shares has been taken. The execution, delivery and performance by the Company of this Agreement and the consummation
of the transactions contemplated hereby (i) are within the power of the Company and (ii) have been duly authorized by all
necessary actions on the part of the Company.
(d) Issuance
of Securities. The issuance of the Shares has been duly authorized and when issued, sold and delivered in accordance with the terms
and for the consideration set forth in this Agreement, will be duly and validly issued, fully paid and nonassessable and free and clear
of all liens, other than restrictions on transfer imposed by applicable securities laws, and shall not be subject to preemptive or similar
rights. Assuming the accuracy of the representations and warranties of the Investors in this Agreement, the Shares will be issued in
compliance with all applicable federal and state securities laws.
(e) Accounting.
As of the Effective Date of this Agreement, except the liabilities disclosed on the report of June 30th, 2023, Company
has no other liabilities, external guarantee undertaking, or mortgage. After the Effective Date, any new liabilities, external guarantee
undertaking, or mortgage need get a written approval by Investors. Company has no problems with Tax arrears, labor disputes, judicial
proceeding, etc.
6. Representations
and Warranties of Investors.
投资人的声明和保证
The Investors represents and warrants to the Company
upon the acquisition of the Shares as follows:
(a) Organization
and Authority of Investors. If the Investors is an entity, it (i) is an entity duly organized, validly existing and in good
standing under the laws of its jurisdiction, (ii) has all necessary corporate power and authority to enter into this Agreement
and to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this
Agreement by the Investors, the performance by the Investors of its obligations hereunder and the consummation by the Investors of the
transactions contemplated hereby have been duly authorized by all requisite action on the part of the Investors.
(b) Binding
Obligation. This Agreement has been, duly executed and delivered by the Investors, and (assuming due authorization, execution and
delivery by the Company) this Agreement constitutes the legal, valid and binding obligation of the Investors, enforceable in accordance
with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other laws of general application relating
to or affecting the enforcement of creditors’ rights generally and general principles of equity.
(c) Securities
Law Compliance. The Investors has been advised that the offer and issues of the Shares has been registered under the Securities Act
of 1933, as amended (the “Securities Act”) of the State of New York, or any other securities laws and, therefore,
the Shares can be resold freely without any restriction. The Investors is subscribing the Shares for its own account for investment,
not as a nominee or agent. The Investors represents that it is an “accredited investor” as such term is defined in Rule 501
of Regulation D, promulgated under the Securities Act, and that the Investors is not subject to the “Bad Actor” disqualification,
as such terms is defined in Rule 506 of Regulation D, promulgated under the Securities Act of the State of New York.
(d) Investment
Experience. The Investors acknowledges that it has prior investment experience, including investments in non-listed and non-registered
securities and is able to evaluate the merits and risks of such an investment, and the Investors represents that it understands the highly
speculative nature of this investment which may result in the loss of the total amount of such investment. The Investors has the requisite
knowledge and experience in financial and business matters that such Investors is capable of evaluating the merits and risks of such
investment.
(e) No
General Solicitation. The Investors acknowledges that it is not acquiring the Shares as a result of any general solicitation or advertising.
7. Miscellaneous.
(a) Waivers
and Amendments. Any provision of this Agreement may be amended, waived or modified upon the written consent of Company and Interestors.
(b) Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the New York State, United States of America,
and without giving effect to choice of laws provisions that would result in the application of the substantive law of another jurisdiction.
(c) Jurisdiction;
Service; Waivers. ANY ACTION OR PROCEEDING IN CONNECTION WITH THIS AGREEMENT MAY BE BROUGHT
IN A COURT OF NEW YORK STATE. THE PARTIES TO THIS AGREEMENT HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS OF NEW YORK STATE,
AND SERVICE OF PROCESS MAY BE MADE UPON THE PARTIES TO THIS AGREEMENT BY MAILING A COPY OF THE SUMMONS AND ANY COMPLAINT TO SUCH
PERSON, BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, AT ITS ADDRESS TO BE USED FOR THE GIVING OF NOTICES UNDER THIS AGREEMENT.
BY ACCEPTANCE HEREOF, THE PARTIES HERETO EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION, INCLUDING, WITHOUT LIMITATION,
ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE
TO THE BRINGING OR MAINTAINING OF ANY SUCH ACTION OR PROCEEDING IN SUCH JURISDICTION.
(d) Survival.
The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.
(e) Entire
Agreement. This Agreement constitutes and contains the entire agreement among Company and the Investors and supersede any and all
prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting
the subject matter hereof.
(f) Notices.
All notices, requests, demands, consents, instructions or other communications required or permitted hereunder shall in writing and faxed,
mailed or delivered to each party as follows:
(i) if
to the Investors Jude Zhongsheng International Medical Investment Management (Beijing) LLC, at:
聚德共生国际医疗投资管理（北京）有限公司
中国北京市石景山区石景山路中海大厦B座905室
邮编：100043
(ii) if to the Company, at:
Wins Finance Holdings Inc.
1F, Building 1B
No. 58 Jianguo Road, Chaoyang District
Beijing 100024, People’s Republic of
China
Telephone: 646-694-8538
稳盛金融控股公司
中国北京市朝阳区建国路58号1B座1层
邮编：100024
电话：646-694-8538
or at such other address or facsimile number as the Company shall
have furnished to the Investors in writing. All such notices and communications shall be effective (a) when sent by Federal Express
or other overnight service of recognized standing, on the business day following the deposit with such service; (b) when mailed,
postage prepaid and addressed as aforesaid, upon receipt; (c) when delivered by hand, upon delivery; and (d) when faxed or
sent by e-mail, upon confirmation of receipt.
(g) Severability.
If any provision of this Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
(h) Headings.
Article, section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute
a part of this Agreement for any other purpose.
(i) Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall be
deemed to constitute one instrument.
8. Confidentiality
Each party to this Share Subscription Agreement
agrees to keep this Agreement and the terms set out therein confidential. When any Party needs to disclose confidential information in
accordance with laws and regulations or the requirements of the government, regulatory authorities or such party's listed exchange, it
shall give reasonable notice to the others so that they can take reasonable remedies. The notice shall include contents such as the object
of disclosure and the method of disclosure, except that prior or post notification is prohibited by laws, regulations or the government,
regulatory authority or the stock exchange where the disclosing party is listed.
[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]
IN WITNESS WHEREOF, the parties have caused this
Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date and year first written above.
| Jude Zhongsheng International Medical Investment Management (Beijing) LLC (Investor
1): |
| | |
| | By: |
Signature, Stamp |
| | |
| | Name: |
Xueming Sheng |
| | |
| | Title: |
Chairman |
| | |
| | May 15th, 2024 |
| | |
| | Mr. Renhui Mu (Investor 2) |
| | |
| | /s/ Renhui Mu |
| | |
| | May 15th, 2024 |
| | |
| | WINS FINANCE HOLDINGS INC. (Company) |
| | |
| | By: |
Signature, Stamp |
| | |
| | Name: |
Yuchan Cheng |
| | |
| | Title: |
Executive Director |
| | |
| | May 15th, 2024 |
OMNIBUS INVESTORs SIGNATURE PAGE TO
WINS FINANCE HOLDINGS INC.
SHARE SUBSCRIPTION AGREEMENT
The undersigned, in its capacity as an Investors,
hereby executes and delivers the Share Subscription Agreement to which this signature page is attached and agrees to be bound by
the Share Subscription Agreement on the date set forth on the first page of the Share Subscription Agreement. This counterpart
signature page, together with all counterparts of the Share Subscription Agreement and signature pages of the other parties named
therein, shall constitute one and the same instrument in accordance with the terms of the Share Subscription Agreement.
| Jude Zhongsheng International Medical Investment Management (Beijing) LLC (Investor
1): |
| | |
| | By: |
Signature, Stamp |
| | |
| | Name: |
Xueming Sheng |
| | |
| | Title: |
Chairman |
| | |
| | May 15th, 2024 |
| | |
| | Mr. Renhui Mu (Investor 2) |
| | |
| | /s/ Renhui Mu |
| | |
| | May 15th, 2024 |
| | |
| | WINS FINANCE HOLDINGS INC. (Company) |
| | |
| | By: |
Signature, Stamp |
| | |
| | Name: |
Yuchan Cheng |
| | |
| | Title: |
Executive Director |
| | |
| | May 15th, 2024 |
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