Freeman FinTech Corporation Limited (SEHK:279) entered into the share purchase agreement to acquire 67.1% stake in Wins Finance Holdings Inc. (NasdaqCM:WINS) from Wang Hong for $58 million on December 13, 2016. The purchase price is around $19.35 per share and subject to adjustments. Under the terms of transaction, Wang Hong will sell 13.44 million shares. As per the terms of transaction, within six months after the signing of the agreement, Freeman FinTech shall pay Wang Hong, certain class of promissory notes amounting to $58 million; within five business days after the closing of the transaction, Freeman FinTech shall pay Wang Hong, certain another class of promissory notes amounting to $70 million; and within six months after the closing of the transaction, Freeman FinTech shall pay third class of promissory notes amounting to $132 million. As per new amendment terms of the transaction on June 16, 2017, within six months after the signing of the agreement within six months after the signing of the agreement Freeman FinTech Corporation Limited shall deliver promissory Note A1 and promissory Note A2, within five business days after the closing Freeman FinTech shall deliver promissory Note B1 and promissory Note B2, and within six months after the closing Freeman FinTech shall deliver promissory notes C1 and C2.

As a result of transaction, Wang Hong will no longer be shareholders of Wins Finance Holdings Inc. The purchase price shall paid from internal resources and/or financed under credit facilities of FinTech Corporation Limited. The transaction requires approval form shareholders of Freeman FinTech Corporation Limited and a meeting is scheduled on July 11, 2017. The transaction is also subject to consummation of due diligence and assignment of registration rights and approval from Hong Kong Stock Exchange. The transaction includes a condition that Jianming Hao, Haiming Guo, Guo Chen, and Jingxiao Zhang will resign as Directors and Junfeng Zhao, Xiaofeng Zhong, Shihai Wang, and Weiqi Chen shall be appointed as Directors of Wins Finance Holdings Inc. Board of Directors of Freeman FinTech Corporation Limited has approved the transaction. As on July 10, 2017, Freeman FinTech Corporation Limited has received approval from Hong Kong Stock Exchange. On July 11, 2017, shareholders of Freeman FinTech Corporation Limited approved the transaction. Crowe Horwath (HK) CPA Limited acted as accountant to Wins Finance Holdings Inc.