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March 27, 2023
Renhui Mu
Chairman and Chief Executive Officer
Wins Finance Holdings Inc.
1F, Building 1B
No. 58 Jianguo Road, Chaoyang District
Beijing 100024, Peoples Republic of China
Re:Wins Finance Holdings Inc.
Form 20-F for Fiscal Year Ended June 30, 2021
Filed October 29, 2021
Form 20-F for Fiscal Year Ended June 30, 2022
Filed November 4, 2022
File No. 333-204074
Dear Renhui Mu:
            We have reviewed your February 2, 2023 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
January 18, 2023 letter.
Form 20-F for Fiscal Year Ended June 30, 2022
Overview, page 38
1.We note that you recognized a $175.4 million investment loss during the fiscal year ended
June 30, 2021, which you disclose on page 39 was due to the disposal of Jinchen
Agriculture and Dongsheng Guarantee.  In light of the fact that you lost control of these
subsidiaries on June 9, 2020 when the Changzhi Public Security Bureau enforced a
judgement against Jinchen Agriculture and its subsidiary, Dongsheng Guarantee, please
explain how you concluded this investment loss was appropriately reflected during the
fiscal year ended June 30, 2021 instead of during the fiscal year ended June 30, 2020.  As

 FirstName LastNameRenhui  Mu
 Comapany NameWins Finance Holdings Inc.
 March 27, 2023 Page 2
 FirstName LastNameRenhui  Mu
Wins Finance Holdings Inc.
March 27, 2023
Page 2
part of your response, please refer to the accounting guidance you considered in reaching
your conclusion.
Report of Independent Registered Public Accounting Firm, page F-2
2.We note your response to comment 2. Please address the following:
•You state that the Consolidated Statements of Income and Comprehensive Income
and Consolidated Statements of Cash Flows did not include financial information
about the discontinued operations for the subsidiaries without control for the fiscal
year ended June 30, 2020.  However, you also state that therefore the company
financial statements for the fiscal year of June 30, 2020 were in compliance with
audit requirements.  Provide us with a fulsome response explaining how you believe
the June 30, 2020 financial statements could be in compliance with audit
requirements when they exclude the subsidiaries without control.
•You state that the Consolidated Statements of Income and Comprehensive Income
and Consolidated Statements of Cash Flows did not include financial information
about the discontinued operations for the subsidiaries without control for the fiscal
year ended June 30, 2020.  Please explain whether this means that no activity (for
example, revenues, expenses, operating cash flows, etc.) was included in the
Consolidated Statements of Income and Comprehensive Income and Consolidated
Statements of Cash Flows for the subsidiaries without control.  If it does mean that no
activity for these subsidiaries without control were included in the June 30, 2020
financial statements, please tell us why the audit report for the fiscal year ended June
30, 2020 has not been qualified.
•You state that the June 30, 2020 financial statements were in compliance with audit
requirements.  Please explain how the financial statements for the fiscal year ended
June 30, 2020 could be in compliance with audit requirements when the amounts
have not changed from the June 30, 2020 financial statements filed in both your
Forms 20-F for fiscal years ended June 30, 2021 and June 30, 2020, and for which
you had a qualified audit report on the financial statements for the fiscal year ended
June 30, 2020 in both Form 20-F filings.
•In the audit report from Audit Alliance LLP ("Audit Alliance") dated November 12,
2020 included in your fiscal year June 30, 2020 Form 20-F, Audit Alliance includes a
statement that “we were unable to carry out any audit procedures or to obtain
information we considered necessary during our audit of the financial statements of
the subsidiaries without control stated on the face of the balance sheet of the
Company classified as disposal group. Therefore, we could not determine the effect
of adjustments, if any, on the financial position of Company as at June 30 2020 or on
its financial performance and cash flows for the year then ended."  Please explain in
detail the additional audit procedures that Audit Alliance has performed subsequent
to November 12, 2020 to no longer have a qualified audit report on the financial
statements for the fiscal year ended June 30, 2020.  As part of your response, please
explain when those audit procedures were conducted.

 FirstName LastNameRenhui  Mu
 Comapany NameWins Finance Holdings Inc.
 March 27, 2023 Page 3
 FirstName LastName
Renhui  Mu
Wins Finance Holdings Inc.
March 27, 2023
Page 3
•In the audit report from Audit Alliance dated November 12, 2020 on the consolidated
financial statements for the fiscal year ended June 30, 2020, Audit Alliance includes a
statement that “we also did not receive disclosure from management of subsidiaries
without control regarding the results of their assessment of the risk that the financial
statements may be materially misstated as a result of fraud. Accordingly, we could
not obtain assurance over the completeness of any allegations of fraud, or suspected
fraud, affecting the Company’s financial statements as communicated by employees,
former employees, analysts, regulators or others. Management of subsidiaries without
control is unable to acknowledge their responsibilities for the design, implementation
and maintenance of accounting and internal control systems that are designed to
prevent and detect fraud and error, the objectives of which are to provide us with
reasonable, but not absolute, assurance that assets are safeguarded against loss from
unauthorized use or disposition and that transactions are executed as authorized."
Please explain in detail the additional disclosures that Audit Alliance has received
from management of subsidiaries without control to no longer have this qualification
in the audit report on the financial statements for the fiscal year ended June 30, 2020
included in your current Form 20-F for the fiscal year ended June 30, 2022.  As part
of your response, please explain when Audit Alliance obtained this information from
management and explain how Audit Alliance evaluated and audited the additional
information received.
            You may contact John Spitz, Staff Accountant, at (202) 551-3484 or Benjamin Phippen,
Staff Accountant, at (202) 551-3697 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance