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Tian Ruixiang Holdings Ltd approved a consolidation of its Class A ordinary shares, combining every five (5) Class A shares (par value US$0.025) into one (1) Class A share (par value US$0.125). The consolidation becomes effective on the commencement of the fifth business day following passage of the ordinary resolution or on a later date the Board may set. Voting on the matter shows strong shareholder support with 98.20% for, 0.01% against and 0.00% abstain/withhold. The filing text includes truncated or missing subsections (parts b and c) so additional implementation details and context are not provided in this excerpt.
Schedule 13G highlights: Lan Cheng, through wholly-owned British Virgin Islands vehicle Ucare Holdings Limited, discloses ownership of 14,133,249 Class A ordinary shares of TIAN RUIXIANG Holdings Ltd (TIRX) as of 30 Jun 2025. The position equals 11.70 % of the 120,757,154 shares outstanding. Cheng and Ucare report sole voting and dispositive power over the entire stake and certify the shares were not acquired to influence control.
The filing is made under Rule 13d-1(c), indicating a passive beneficial owner exceeding the 5 % threshold. No other members of a group are identified, and there is no shared voting or dispositive authority. A Joint Filing Agreement (Exhibit 99.1) accompanies the statement. Signatures are dated 24 Jul 2025.
Implications for investors: An 11.7 % holding represents meaningful alignment between Cheng/Ucare and public shareholders but does not, by itself, signal strategic change. However, any future increases, decreases or activist activity by this holder could materially affect the float and governance dynamics.
Sinovation Fund IV, L.P. and related entities have become the largest disclosed shareholder of TIAN RUIXIANG Holdings Ltd. (TIRX) following a share-for-share acquisition.
According to the Schedule 13D filed for an event dated 30 June 2025, Sinovation Fund IV, L.P., its general partners and Dr. Kai-Fu Lee (collectively, the “Reporting Persons”) now beneficially own 25,593,133 Class A ordinary shares of TIRX, representing 21.19 % of the outstanding Class A shares (based on 120,757,154 shares outstanding).
The shares were issued as consideration in a Share Exchange Agreement signed 30 May 2025, whereby TIRX’s wholly owned subsidiary VitaCare Limited acquired 100 % of Ucare Inc. Sinovation was one of Ucare’s shareholders and received newly issued TIRX shares (the “TRX Exchange Shares”) in exchange for its Ucare equity.
All voting and dispositive power over these shares is held solely by the Reporting Persons; no shared voting arrangements are disclosed. Each entity—and Dr. Lee personally—disclaims beneficial ownership beyond the shares over which it holds direct power.
No additional plans or proposals concerning TIRX have been announced beyond completion of the exchange. A Joint Filing Agreement dated 14 July 2025 is included as an exhibit.
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