May 2, 2019
Renhui Mu
Chairman and Chief Executive Officer
Wins Finance Holdings Inc.
1F, Building 7
No. 58 Jianguo Road, Chaoyang District
Beijing 100024, People's Republic of China
Re: Wins Finance Holdings Inc.
Form 20-F
Filed October 31, 2018
File No. 333-204074
Dear Mr. Mu:
We have limited our review of your filing to the financial statements
and related
disclosures 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.
Form 20-F filed October 31 , 2018
Item 4. Information on our Company
Our Products Financial Leasing, page 23
1. Please tell us and revise future filings to provide additional detail
regarding the deposits
made by your leasing clients including but not limited to the typical
percentage or amount
required.
Item 5. Operating and Financial Review and Prospects
Results of Operations, page 31
2. Please tell us and revise future filings to discuss trends and changes in
interest on short
term investments for each period presented. Your discussion should
include but not be
limited to discussing the weighted average yield on your investments and
explaining the
underlying reasons for any trends. Considering that all of the interest
recognized during
Renhui Mu
FirstName LastNameRenhui Mu
Wins Finance Holdings Inc.
Comapany NameWins Finance Holdings Inc.
May 2, 2019
May 2, 2019 Page 2
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FirstName LastName
fiscal year ended June 30, 2018 was uncollected at June 30, 2018,
please provide a
schedule here or in another appropriate section of your filing
detailing when you expect to
collect the earned but uncollected interest at each period end.
3. Considering that "Other operating expenses" represent greater than 80%
of total "Non-
interest expenses," please revise future filings to show additional
detail of this line item in
a tabular format for each period presented. Please provide us a draft
of your proposed
disclosure for each period presented.
Item 10.E. Taxation
Passive Foreign Investment Company Rules, page 66
4. We note your disclosure that based on the composition (and estimated
values) of your
assets and the nature of your income and that of your subsidiaries
during the taxable year
ended June 30, 2018, you may be treated as a Passive Foreign
Investment Company
(PFIC) for such year. We also note that you have not performed a
definitive analysis as to
your PFIC status for such taxable year. Please tell us and revise
future filings to discuss
the results of your definitive analysis for each applicable tax year
and if not completed,
the status and expected completion date.
Item 15. Controls and Procedures, page 71
5. We note that your internal control over financial reporting was not
effective as of June 30,
2017 or June 30, 2018 due to the same material weakness. We further
note your disclosure
at both dates that "we are taking the steps necessary for
remediation." Please tell us and
revise future filings to discuss the specific steps you have taken to
remediate this material
weakness. Specifically discuss the status of hiring additional staff
familiar with US GAAP
and SEC reporting and detail the qualifications of any staff hired.
Item 16F. Change in Registrant's Certifying Accountant, page 74
6. We note the disclosure on page 74 related to the ongoing
investigations and inquiries
involving the Company from your prior auditors. Please confirm that
all information
related to these and any other investigations and inquiries were
disclosed in accordance
with the requirements in Item 8.A.7 and Item 3.D of Form 20-F and ASC
450-20-50 for
each of the periods presented.
Financial Statements, page F-4
7. Please tell us the facts and circumstances related to the commission
receivable of
$496,097 recognized as of June 30, 2018 and how it was accounted for,
noting that
unearned income from guarantee services was $88,824 as of June 30,
2018.
8. Please tell us if you ever pay a guarantee without recognizing a
specific provision for
financial guarantee services and recognizing an allowance on
guarantee. Similarly, please
explain to us why a repayment on behalf of a guarantee service
customer is capitalized in
Renhui Mu
FirstName LastNameRenhui Mu
Wins Finance Holdings Inc.
Comapany NameWins Finance Holdings Inc.
May 2, 2019
May 2, 2019 Page 3
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FirstName LastName
the "guarantee paid on behalf of guarantee service customers" account
as opposed to
relieving/decreasing the "allowance on guarantee" account since
presumably a contingent
liability would have been recognized.
9. Please tell us how you would typically account for a guarantee
transaction of a presumed
$100 loan in which the client is unable to pay $82 of the loan. Please
provide the journal
entries for each typical event using appropriate estimated amounts as
needed including but
not limited to the:
Day one non-contingent liability
Initial deposit paid to the bank for the financial guarantee
Subsequent identification of specific collectability risk since the
client will not pay
$82 of the loan (i.e. - contingent liability)
Withdrawal of deposit by the bank related to the financial guarantee
Subsequent payment to the bank for the remainder of the non-payment
Initial assessment that you will be able to collect $35 from the
client related to your
guarantee
Collection of $35 from the client
Later collection of the remaining $47 from the client
Please clearly identify the transactions that impact the "guarantee
paid on behalf of
guarantee service customers," "provision for guarantee paid on behalf
of guarantee service
customers," "allowance for on guarantee," and "provision for financial
guarantee
services." Please confirm that the accounting described here has been
used by the
Company during the periods presented or explain to us the differences
for material
guarantee transactions.
10. Please consider revising the name of the line item "guarantee paid on
behalf of guarantee
service customers" and the related "provision for guarantee paid on
behalf of guarantee
service customers" to more appropriately describe its character. For
example, name the
respective line items "receivable from guarantee service customers"
and "provision for
receivable from guarantee customers" or something similar.
Additionally, revise to
provide a roll forward of the gross receivable and disclose the
information required by
ASC 310-10-50 as applicable. Lastly, please revise to present the
related allowance for
doubtful accounts on a gross basis on your balance sheet and provide a
roll forward of this
account in your financial statement notes in accordance with ASC
310-10-50-11B. Please
provide us a draft of your proposed disclosure.
Consolidated Statements of Cash Flows, page F-7
11. In response to prior comment 8 of our letter dated July 27, 2015 you
revised your
Statement of Cash Flows presentation related to "deposit paid to banks
for financial
guarantee services" and "deposit released from banks for financial
guarantee services" to
appropriately reconcile to the presentation of "restricted cash" used
in the balance sheet.
Please revise your Statement of Cash Flows presentation and line item
terminology
Renhui Mu
FirstName LastNameRenhui Mu
Wins Finance Holdings Inc.
Comapany NameWins Finance Holdings Inc.
May 2, 2019
May 2, 2019 Page 4
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FirstName LastName
similarly in future filings to allow an investor to understand how
changes in the balance
sheet line item "restricted cash" is presented in the Statement of
Cash Flows.
Notes to the Unaudited Consolidated Financial Statements
Note 2. Summary of Significant Accounting Policies, page F-10
12. Please tell us and revise future filings to disclose your accounting
policies related to
deposits from direct financing leases.
(f) Short-term investments, page F-11
13. Please tell us why you believe your short-term investments are not in
the scope of ASC
320-10 or revise to account for the securities as available-for-sale
securities and provide
the information required by ASC 320-50.
Note 7. Net Investment in Direct Financing Leases, page F-23
14. Please revise future filings to provide an analysis of the age of the
recorded investment in
direct finance leases that are past due as of each period end
presented. Refer to ASC 310-
10-50-7A. Please provide us a draft of your proposed disclosure for
each period
presented.
15. Please revise future filings to disclose the recorded investment in
direct finance leases on
nonaccrual status and those past due 90 days or more and still
accruing as of each period
end presented. Refer to ASC 310-10-50-7. Please provide us a draft of
your proposed
disclosure for each period presented.
Note 20 Commitments and Contingencies, page F-33
16. We note from your Contingencies disclosures that currently and in the
past Dongsheng
Guarantee failed to comply with certain PRC regulations. Please tell
us and revise future
filings to discuss the reasons for the non-compliance, estimate the
amount of delinquent
payments, clarify if you have made accruals for these delinquent
payments and where they
appear in your financial statements, and explain what steps, if any,
you are taking to
ensure compliance with PRC regulations in the future.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact William Schroeder, Staff Accountant at 202-551-3294 or
Michael
Volley, Staff Accountant at 202-551-3437 with any questions.
Sincerely,
Renhui Mu
Wins Finance Holdings Inc.
May 2, 2019
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FirstName LastNameRenhui Mu
Comapany NameWins Finance Holdings Inc.
Division of Corporation Finance
May 2, 2019 Page 5 Office of Financial Services
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