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TIAN RUIXIANG Holdings Ltd’s Subsidiary Enters into Sale and Purchase Agreement for Licensed Insurance Broker in Hong Kong

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TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) announces the acquisition of Peak Consulting Services Limited, a licensed insurance brokerage in Hong Kong, for $1.5 million. The deal involves the issuance of 3,472,222 Class A ordinary shares. This strategic move aims to expand the Company's presence in the Hong Kong insurance market.
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The acquisition of Peak Consulting Services Limited by TIAN RUIXIANG Holdings Ltd could indicate a strategic move to diversify and strengthen its market presence, particularly in the Hong Kong insurance brokerage sector. From a market perspective, this expansion may provide TIAN RUIXIANG with access to a broader client base and the potential for increased revenue streams. It's important to note that the insurance industry in Hong Kong is mature and competitive, which suggests that the company's integration strategy and subsequent performance will be critical in determining the success of this acquisition.

Additionally, the payment structure of the acquisition, involving a significant amount of the company's Class A ordinary shares at a discount to recent closing prices, suggests confidence in the long-term value of the acquisition. However, it also dilutes current shareholders' equity, which could potentially affect the stock price in the short term. Investors will need to weigh the potential for long-term growth against the immediate dilution of their holdings.

From a financial standpoint, the $1.5 million consideration for the acquisition appears modest relative to the potential market opportunities in Hong Kong. The use of equity rather than cash for the transaction helps TIAN RUIXIANG preserve its cash reserves, which is a prudent approach, especially for a company operating in the often-volatile insurance industry. However, the equity transaction at an 80% value of the recent closing price could be interpreted as the company's willingness to incentivize the deal for the Vendor, which raises questions about the valuation of the Target.

Investors and analysts should closely monitor the post-acquisition integration process and subsequent financial performance indicators such as revenue growth, cost synergies and return on investment. These metrics will provide a clearer picture of the acquisition's impact on the company's financial health and its ability to create shareholder value in the long run.

The strategic acquisition of a licensed insurance brokerage in Hong Kong could be a significant step for TIAN RUIXIANG, as it may allow the company to leverage Hong Kong's established financial services infrastructure and regulatory environment. The due diligence condition mentioned in the SPA is a standard procedure that reflects the company's commitment to ensuring a sound investment. The focus on a seamless integration of operations is also crucial, as it can lead to operational efficiencies and better service offerings for clients in Hong Kong's competitive insurance market.

It's essential to consider the regulatory differences between mainland China and Hong Kong and how they may impact the business model of TIAN RUIXIANG post-acquisition. The management's expertise in navigating these regulatory landscapes will be pivotal in realizing the benefits of this strategic move. Stakeholders should look for clear communication from the company regarding regulatory compliance, integration milestones and how the acquisition aligns with the company's broader strategic objectives.

BEIJING, Feb. 14, 2024 (GLOBE NEWSWIRE) -- TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company"), a China-based insurance broker conducting business through its variable interest entity in China, today announced that TRX HongKong Investment Limited (“TRX HongKong”), a wholly-owned subsidiary of the Company, has entered into a sale and purchase agreement (the “SPA”) to acquire Peak Consulting Services Limited (the “Target") from Yuefu Company Limited (the “Vendor”), the sole shareholder of the Target. The Target is a licensed insurance brokerage in Hong Kong. This strategic acquisition represents a milestone in the Company's business to expand into the Hong Kong insurance brokerage market.

Pursuant to the SPA, the proposed acquisition (the “Acquisition”) is conditioned upon, among other things, the completion of a satisfactory diligence review of the Target by TRX HongKong prior to the consummation of the Acquisition.

The total consideration for the Acquisition is $1.5 million, to be paid in 3,472,222 of the Company’s Class A ordinary shares, which was calculated based on $0.432 per share, equivalent to 80% of the closing price of $0.54 per share on January 31, 2024, on NASDAQ.

Upon the consummation of the Acquisition, the management of TRX HongKong will work closely with the management of the Target to aim for a seamless integration of operations in an effort to deliver enhanced value propositions to insurance clients in the Hong Kong market.

Mr. Zhe Wang, Chairman and CEO of TIAN RUIXIANG Holdings Ltd, stated, "This acquisition aligns with our long-term strategic vision of establishing a presence beyond mainland China’s insurance brokerage market. We are excited about the growth opportunities in the Hong Kong market and are committed to leveraging our expertise and resources in order to capitalize on such opportunities."

About TIAN RUIXIANG Holdings Ltd

TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China through its China-based variable interest entity. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as automobile insurance, commercial property insurance, liability insurance; and (2) other insurance, such as life insurance and health insurance. For more information, visit the company's website at http://ir.tianrx.com/.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review risk factors that may affect its future results in the Company's registration statement and in its other filings with the U.S. Securities and Exchange Commission.

For investor and media enquiries, please contact:

TIAN RUIXIANG Holdings Ltd
Investor Relations Department
Email: ir@tianrx.com

Wealth Financial Services LLC
Connie Kang
Partner
Email: ckang@wealthfsllc.com
Tel: +86 1381 185 7742 (CN)


FAQ

What is the name of the company mentioned in the press release?

The company mentioned in the press release is TIAN RUIXIANG Holdings Ltd, with the ticker symbol TIRX.

What is the total consideration for the acquisition of Peak Consulting Services Limited?

The total consideration for the acquisition is $1.5 million, to be paid in 3,472,222 of the Company’s Class A ordinary shares.

What is the strategic goal behind the acquisition of Peak Consulting Services Limited?

The strategic goal is to expand TIAN RUIXIANG Holdings Ltd's presence in the Hong Kong insurance brokerage market.

Who is the Chairman and CEO of TIAN RUIXIANG Holdings Ltd?

The Chairman and CEO of TIAN RUIXIANG Holdings Ltd is Mr. Zhe Wang.

What percentage of the closing price was used to calculate the share issuance for the acquisition?

The share issuance for the acquisition was calculated based on 80% of the closing price of $0.54 per share on January 31, 2024, on NASDAQ.

TIAN RUIXIANG Holdings Ltd Class A Ordinary Shares

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