Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Exhibit 99.1
TIAN RUIXIANG Holdings Ltd
Notice of Annual General Meeting of Shareholders
To Be Held on February 17, 2026, at 10:00 A.M.
Beijing Time
NOTICE IS HEREBY GIVEN THAT the annual
general meeting (the “Meeting”) of the holders of the Class A Ordinary Shares and Class B Ordinary Shares (collectively,
the “Ordinary Shares”) of TIAN RUIXIANG Holdings Ltd (the “Company”) will be held at 2107, Block
B, Shoudong International, Dongcheng District, Beijing, People’s Republic of China on February 17, 2026, at 10:00 a.m. Beijing Time.
Registered shareholders, as well as duly appointed proxyholders, will be able to attend, participate and vote at the Meeting. Capitalized
terms not otherwise defined herein shall have the meanings given to them in the Company’s currently effective memorandum and articles
of association.
The Meeting and any or all adjournments thereof
will be held to approve:
| 1 | Share Capital Increase: by ordinary resolution, |
| |
|
with immediate effect, the authorised share
capital of the Company be increased from US$200,000,000 consisting of 1,600,000,000 shares comprising of (i) 1,520,000,000 class A ordinary
shares of a par value of US$0.125 each, and (ii) 80,000,000 class B ordinary shares of a par value of US$0.125 each, to US$3,750,000,000
consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii)
28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each. |
| 2 | Amendment of the M&A: by special resolution, |
conditional upon the approval of the Share Capital
Increase and to reflect the Share Capital Increase:
The first sentence of paragraph 8 of the currently
effective memorandum of association of the Company be amended and restated in its entirety to read as follows (the “Amendment
of the M&A”):
“The authorised share capital of the Company
is US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125
each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each.”
| 3 | Board Reverse Split Authority: by ordinary resolution, |
| |
1. |
conditional upon the approval of the Board of
Directors in its sole discretion, with effect as of the date the Board of Directors may determine:
(i) all
of the authorized, issued and outstanding shares of the Company (collectively, the “Shares”) be consolidated, at any
one time or multiple times within a period of three (3) years from the date of the Meeting, at the exact consolidation ratio and effective
time as the Board of Directors may determine in its sole discretion, provided always that the accumulated consolidation ratio for all
such share consolidation(s) (together, the “Authorized Share Consolidations”, and each an “Authorized Share
Consolidation”) shall not be less than 2:1 nor greater than 5,000:1, with such consolidated Shares having the same rights and
being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s then
effective memorandum and articles of association (the Board Reverse Split Authority);
(ii) no fractional Shares be issued in connection
with the Authorized Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share
upon an Authorized Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole
Share; and
(iii) any change to the Company's authorized
share capital in connection with, and as necessary to effect, the Authorized Share Consolidation(s), be and is hereby approved, such
amendment to be determined by the Board of Directors in its sole discretion; |
| |
2. |
any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Board Reverse Split Authority and the Authorized Share Consolidations and the Authorized Share Consolidations. |
| 4 | Further Amendment of the M&A: by special resolution, |
the Company adopting an amended and restated memorandum
and articles of association in substitution for, and to the entire exclusion of, the Company's then existing amended and restated memorandum
and articles of association, to reflect the relevant Authorized Share Consolidation upon its effectiveness (the “Further Amendment
of the M&A”).
The foregoing item of business is described in
the proxy statement accompanying this notice. The board of directors of the Company (the “Board of Directors”) unanimously
recommends that the shareholders vote “FOR” for the Further Amendment of the M&A.
The Board of Directors has fixed the close of
business on January 21, 2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive
notice of and to vote at the Meeting or any adjournment thereof. Only holders of Ordinary Shares
of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof. The notice
of the Meeting, the proxy statement, and the proxy card will be first sent or made available to shareholders on or about January [30],
2026.
Management is soliciting proxies. Shareholders
may vote using any of the following methods:
● By Internet. You may
vote by using the Internet in accordance with the instructions included in the proxy card. The Internet voting procedures are designed
to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions have
been properly recorded.
● By Email. You may
vote by proxy by marking the enclosed proxy card, dating and signing it, and emailing it according to the email address provided on the
enclosed proxy card.
● By Mail. Shareholders
of record as of the Record Date may submit proxies by completing, signing and dating their proxy cards and mailing them to the address
provided on the enclosed proxy card. If you return your signed proxy but do not indicate your voting preferences, your shares will be
voted on your behalf “FOR” the proposal. Shareholders who hold shares beneficially in street name may provide voting instructions
by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailing
them to the address provided on the enclosed proxy card.
● By Fax. You
may vote by proxy by marking the enclosed proxy card, dating and signing it, and faxing it according to the fax number provided on the
enclosed proxy card.
● In person at the Meeting.
Shares held in your name as the shareholder of record may be voted in person at the Meeting or at any postponement or adjournment of the
Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or nominee
that holds your shares giving you the right to vote the shares. Even if you plan to attend the Meeting, we recommend that you also submit
your proxy or voting instructions by mail or Internet so that your vote will be counted if you later decide not to attend the Meeting.
If voting by mail, for the proxy to be valid,
the duly completed and signed form of proxy must be received on or before 11:59 p.m. Eastern Time the day before the date of Meeting or
any adjournment of the Meeting. For the avoidance of doubt, the proxy need not be a shareholder of the Company.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING IN PERSON, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET, OR
BY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS IN
PRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) AND
SUCH MATERIALS WILL BE SENT TO YOU.
| By Order of the Board of Directors, |
|
| |
|
| /s/ Baohai Xu |
|
| Baohai Xu |
|
| Chief Executive Officer, Director, and Chairman of the Board of Directors |
|
Beijing, China
January 28, 2026
TIAN RUIXIANG Holdings Ltd
Annual General Meeting of Shareholders
February 17, 2026
10:00 A.M. Beijing Time
PROXY STATEMENT
The board of directors (the “Board of
Directors”) of TIAN RUIXIANG Holdings Ltd (the “Company”) is soliciting proxies for the annual general meeting
of shareholders (the “Meeting”) of the Company to be held on February 17, 2026 at 10:00 a.m. Beijing Time. The Company
will hold the Meeting at Block B, Shoudong International, Dongcheng District, Beijing, People’s Republic of China. Capitalized terms
not otherwise defined herein shall have the meanings given to them in the Company’s currently effective memorandum and articles
of association.
Registered shareholders and duly appointed proxyholders
will be able to attend, participate and vote at the Meeting in real time. Beneficial shareholders who hold their Class A Ordinary Shares
and Class B Ordinary Shares of the Company (collectively, the “Ordinary Shares”) through a broker, investment dealer,
bank, trust corporation, custodian, nominee, or other intermediary who have not duly appointed themselves as proxyholder will be able
to attend as guest and view the webcast, but will not be able to participate in or vote at the Meeting.
Only holders of the Ordinary Shares of the Company
of record at the close of business on January 21, 2026 (the “Record Date”) are entitled to attend and vote at the Meeting
or at any adjournment thereof. One or more members holding in the aggregate not less than one-third of the total issued share capital
of the Company present in person or by proxy and entitled to vote shall form a quorum.
Any shareholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of
the Company. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions
submitted to a vote. The resolutions put to the vote of the Meeting shall be decided on a show of hands, unless a poll is (before or on
the declaration of the result of the show of hands) demanded by one or more shareholders present in person or by a proxy who together
hold not less than fifteen per cent of the paid up capital of the Company entitled to vote. On a show of hands every shareholder present
in person or by proxy and entitled to vote the Meeting shall each have one vote and, on a poll, each Class B Ordinary Share shall entitle
the holder thereof to six hundred (600) votes on all matters subject to vote at the Meeting, and each Class A Ordinary Share shall entitle
the holder thereof to one (1) vote on all matters subject to vote at the Meeting.
After carefully reading and considering the information
contained in this proxy statement, please vote your shares as soon as possible so that your shares will be represented at the Meeting.
Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares
are held in the name of your broker or other nominee.
PROPOSALS TO BE VOTED ON
At the Meeting, resolutions will be proposed as
follows:
Resolved, as an ordinary resolution, that:
| |
|
with immediate effect, the authorised share capital of the Company be increased from US$200,000,000 consisting of 1,600,000,000 shares comprising of (i) 1,520,000,000 class A ordinary shares of a par value of US$0.125 each, and (ii) 80,000,000 class B ordinary shares of a par value of US$0.125 each, to US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each. |
Resolved, as a special resolution, that conditional
upon the approval of the Share Capital Increase and to reflect the Share Capital Increase:
The first sentence of paragraph 8 of the currently
effective memorandum of association of the Company be amended and restated in its entirety to read as follows (the “Amendment
of the M&A”):
“The authorised share capital of the Company
is US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125
each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each.”
| 3 | Board Reverse Split Authority |
Resolved, as an ordinary resolution, that:
| |
1. |
conditional upon the approval of the Board of
Directors in its sole discretion, with effect as of the date the Board of Directors may determine:
(i) all
of the authorized, issued and outstanding shares of the Company (collectively, the “Shares”) be consolidated, at any
one time or multiple times within a period of three (3) years from the date of the Meeting, at the exact consolidation ratio and effective
time as the Board of Directors may determine in its sole discretion, provided always that the accumulated consolidation ratio for all
such share consolidation(s) (together, the “Authorized Share Consolidations”, and each an “Authorized Share
Consolidation”) shall not be less than 2:1 nor greater than 5,000:1, with such consolidated Shares having the same rights and
being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s then
effective memorandum and articles of association (the Board Reverse Split Authority);
(ii) no fractional Shares be issued in connection
with the Authorized Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share
upon an Authorized Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole
Share; and
(iii) any change to the Company's authorized
share capital in connection with, and as necessary to effect, the Authorized Share Consolidation(s), be and is hereby approved, such
amendment to be determined by the Board of Directors in its sole discretion; |
| |
2. |
any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Board Reverse Split Authority and Authorized Share Consolidations. |
| 4 | Further Amendment of the M&A |
Resolved, as a special resolution, that:
the Company adopting an amended and restated
memorandum and articles of association in substitution for, and to the entire exclusion of, the Company's then existing amended and restated
memorandum and articles of association, to reflect the relevant Authorized Share Consolidation upon its effectiveness.
The Board of Directors recommends a vote “FOR”
the Proposals.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders may vote using any of the following
methods:
● By Internet. You may
vote by using the Internet in accordance with the instructions included in the proxy card. The Internet voting procedures are designed
to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions have
been properly recorded.
● By Email. You may
vote by proxy by marking the enclosed proxy card, dating and signing it, and emailing it according to the email address provided on the
enclosed proxy card.
● By Mail. Shareholders
of record as of the Record Date may submit proxies by completing, signing and dating their proxy cards and mailing them to the address
provided on the enclosed proxy card. If you return your signed proxy but do not indicate your voting preferences, your shares will be
voted on your behalf “FOR” the proposal. Shareholders who hold shares beneficially in street name may provide voting instructions
by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailing
them to the address provided on the enclosed proxy card.
● By Fax. You
may vote by proxy by marking the enclosed proxy card, dating and signing it, and faxing it according to the fax number provided on the
enclosed proxy card.
● In person at the Meeting.
Shares held in your name as the shareholder of record may be voted in person at the Meeting or at any postponement or adjournment of the
Meeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or nominee
that holds your shares giving you the right to vote the shares. Even if you plan to attend the Meeting, we recommend that you also submit
your proxy or voting instructions by mail or Internet so that your vote will be counted if you later decide not to attend the Meeting.
PROPOSAL NO. 1
APPROVAL OF THE SHARE CAPITAL INCREASE
General
The Board of Directors believes that it is in
the best interest of the Company and the shareholders, and is hereby soliciting shareholders approval, to immediately increase the authorised
share capital of the Company from US$200,000,000 consisting of 1,600,000,000 shares comprising of (i) 1,520,000,000 class A ordinary shares
of a par value of US$0.125 each, and (ii) 80,000,000 class B ordinary shares of a par value of US$0.125 each, to US$3,750,000,000 consisting
of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii) 28,480,000,000
Class B Ordinary Shares of a par value of US$0.125 each (the “Share Capital Increase”).
The Share Capital Increase must be passed by an
ordinary resolution which requires the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives
at the Meeting.
Purpose of the Share Capital Increase
The proposed increase in authorised shares will provide the Company
with greater flexibility to issue additional shares in the future for corporate purposes, such as financing activities, acquisitions,
employee incentive plans, or other strategic initiatives, without the need for further shareholder approval at that time. The Board believes
this increase is necessary to maintain operational agility and support long-term growth.
The Share Capital Increase will not affect the registration of the
Class A Ordinary Shares or the Company’s obligation to publicly file financial statements and other information with the U.S. Securities
and Exchange Commission.
Resolution
The Board of Directors proposes to solicit shareholders
approval for the Share Capital Increase in the form of an ordinary resolution passed by shareholders at the Meeting. The full text of
the resolution to be put to the shareholders to consider and vote upon at the Meeting is the following:
"Resolved, as an ordinary resolution, that
with immediate effect, the authorised share capital of the Company be increased from US$200,000,000 consisting of 1,600,000,000 shares
comprising of (i) 1,520,000,000 class A ordinary shares of a par value of US$0.125 each, and (ii) 80,000,000 class B ordinary shares of
a par value of US$0.125 each, to US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary
Shares of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each."
The proposal will be approved if a simple majority of the total votes
duly cast in person or by proxy at the Meeting “FOR” the proposal. Abstentions and broker non-votes will have no effect on
the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE SHARE CAPITAL INCREASE.
PROPOSAL NO. 2
Resolution
The Board of Directors proposes to solicit shareholders
approval for the Amendment of the M&A in the form of a special resolution passed by shareholders at the Meeting. The full text of
the resolution to be put to the shareholders to consider and vote upon at the Meeting is the following:
"Resolved, as a special resolution, that
conditional upon the approval of the Share Capital Increase and to reflect the Share Capital Increase:
The first sentence of paragraph 8 of the currently
effective memorandum of association of the Company be amended and restated in its entirety to read as follows (the “Amendment
of the M&A”):
“'The authorised share capital of the Company
is US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125
each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each.'”
The proposal will be approved if not less than two-thirds of the total
votes duly cast in person or by proxy at the Meeting “FOR” the proposal. Abstentions and broker non-votes will have no effect
on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE AMENDMENT OF THE M&A.
PROPOSAL NO. 3
APPROVAL OF THE BOARD REVERSE SPLIT AUTHORITY
General
The Board of Directors believes that it is in the best interest of
the Company and the shareholders, and is hereby soliciting shareholders approval, conditional upon the determination of a consolidation
ratio by the board of directors of the Company (the "Board") to effectuate consolidation of all of the authorized, issued
and outstanding shares of the Company (collectively, the "Shares") at any one time or multiple times within a period
of three (3) years from the date of the Meeting at the consolidation ratio and effective time as the Board may determine in its sole discretion,
provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, the "Authorized Share
Consolidations", and each an "Authorized Share Consolidation") shall not be less than 2:1 nor greater than 5,000:1,
with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing
Shares of such class as set out in the Company's then effective memorandum and articles of association(the “Board Reverse Split
Authority”).
The Board Reverse Split Authority must be passed by an ordinary resolution
which requires the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person
or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives at the Meeting.
Purpose of the Board Reverse Split Authority
Given the recent delisting determination from Nasdaq and the Company’s
history of bid price non-compliance, the Board seeks this authority to allow for prompt action if further consolidations are needed to
regain or maintain compliance with Nasdaq’s Minimum Bid Price Rule without convening additional shareholder meetings. This flexibility
is intended to be exercised only if the closing price of the Company’s ordinary shares falls below US$1.00 per share for a consecutive
period of 30 trading days (or such other period as the Board may determine), and up to a cumulative 1:5000 ratio within one year from
the date of approval. This authority aligns with the Company’s appeal plan to the Nasdaq Hearings Panel and aims to ensure sustained
listing status.
Resolution
The Board of Directors proposes to solicit shareholders approval for
the Board Reverse Split Authority in the form of an ordinary resolution passed by shareholders at the Meeting. The full text of the resolution
to be put to the shareholders to consider and vote upon at the Meeting is the following:
"Resolved, as an ordinary resolution, that:
| |
1. |
conditional upon the approval of the Board of
Directors in its sole discretion, with effect as of the date the Board of Directors may determine:
(i) all
of the authorized, issued and outstanding shares of the Company (collectively, the “Shares”) be consolidated, at any
one time or multiple times within a period of three (3) years from the date of the Meeting, at the exact consolidation ratio and effective
time as the Board of Directors may determine in its sole discretion, provided always that the accumulated consolidation ratio for all
such share consolidation(s) (together, the “Authorized Share Consolidations”, and each an “Authorized Share
Consolidation”) shall not be less than 2:1 nor greater than 5,000:1, with such consolidated Shares having the same rights and
being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s then
effective memorandum and articles of association (the Board Reverse Split Authority);
(ii) no fractional Shares be issued in connection
with the Authorized Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share
upon an Authorized Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole
Share; and
|
| |
|
(iii) any change to the Company's authorized
share capital in connection with, and as necessary to effect, the Authorized Share Consolidation(s), be and is hereby approved, such
amendment to be determined by the Board of Directors in its sole discretion; |
| |
|
|
| |
2. |
any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Board Reverse Split Authority and Authorized Share Consolidations." |
The proposal will be approved if a simple majority of the total votes
duly cast in person or by proxy at the Meeting “FOR” the proposal. Abstentions and broker non-votes will have no effect on
the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE BOARD REVERSE SPLIT AUTHORITY.
PROPOSAL NO. 4
Resolution
The Board of Directors proposes to solicit shareholders
approval for the Further Amendment of the M&A in the form of a special resolution passed by shareholders at the Meeting. The full
text of the resolution to be put to the shareholders to consider and vote upon at the Meeting is the following:
"Resolved, as a special resolution, subject
to and immediately following an Authorized Share Consolidation being effected, the Company adopt an amended and restated memorandum and
articles of association in substitution for, and to the entire exclusion of, the Company’s then existing amended and restated memorandum
and articles of association, to reflect the relevant Authorized Share Consolidation upon its effectiveness."
The proposal will be approved if not less than two-thirds of the total
votes duly cast in person or by proxy at the Meeting “FOR” the proposal. Abstentions and broker non-votes will have no effect
on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE FURTHER AMENDMENT OF THE M&A.
OTHER MATTERS
The Board of Directors is not aware of any other
matters to be submitted to the Meeting.
| |
By order of the Board of Directors |
| |
|
| January 28, 2026 |
/s/ Baohai Xu |
| |
Baohai Xu |
| |
Chief Executive Officer |
