Welcome to our dedicated page for Tian Ruixiang Hldgs SEC filings (Ticker: TIRX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The TIAN RUIXIANG Holdings Ltd (TIRX) SEC filings page provides access to the company’s U.S. regulatory disclosures, including Form 20-F annual reports and Form 6-K current reports. As a Cayman Islands company listed on the Nasdaq Capital Market and operating as an insurance broker in China through a variable interest entity, TIAN RUIXIANG uses these filings to report on its insurance brokerage activities, financial condition, and material corporate events.
Through its filings, the company details revenue from commissions and risk management services, operating expenses, net income or loss, cash flows, and balance sheet items such as cash, restricted cash, short-term investments, note receivables, and acquisition-related payables. Annual reports and interim financial statements also describe the mix of property and casualty insurance, health insurance, life insurance, and other insurance products that underpin its brokerage business.
Form 6-K reports capture material transactions and corporate actions, including share exchange agreements to acquire Ucare Inc., BEYOND COASTLINE HOLDINGS LIMITED, and REN Talents Inc.; the implementation of a five-to-one reverse stock split and related shareholder approvals; registered direct offerings of Class A ordinary shares and warrants under an effective Form F-3 registration statement; changes in the independent auditor; and leadership changes at the board and chief executive levels. Certain 6-K filings also incorporate transaction documents and prospectus supplements by reference into the company’s shelf registration statement.
On Stock Titan, TIRX filings are updated in near real time as they appear on EDGAR. AI-powered summaries help explain the key points of lengthy documents such as Form 20-F annual reports, interim financial statements furnished on Form 6-K, and transaction-related disclosures, so readers can quickly understand how new information may affect the company’s insurance brokerage operations, AI-driven health insurance initiatives, and diversification into new retail and branding businesses. Users can also review filings that relate to share structure changes, capital raising, and other equity transactions involving TIRX Class A ordinary shares.
TIAN RUIXIANG Holdings Ltd has approved a reverse share split of its Class A and Class B ordinary shares at a ratio of five to one. This means every five existing ordinary shares will be combined into one new share. As part of this change, the par value of each ordinary share will increase from US$0.025 to US$0.125 per share.
The reverse share split will become effective on September 5, 2025. On that date, the company’s ordinary shares will begin trading on a split-adjusted basis on the Nasdaq Global Market under the existing symbol "TIRX", but with a new CUSIP number G8884K136.
TIAN RUIXIANG Holdings Ltd has filed Amendment No. 1 to a prior report to expand disclosure around its acquisition of Ucare Inc. completed on June 30, 2025. The amendment adds audited financial statements of Ucare for the years ended October 31, 2023 and 2024, unaudited interim financials as of April 30, 2025, and unaudited pro forma condensed combined financial information for the year ended October 31, 2024 and six months ended April 30, 2025. It also clarifies that the semiannual report and its exhibits are incorporated by reference into the company’s existing Form F-3 and Form S-8 registration statements.
TIAN RUIXIANG Holdings Ltd has filed Amendment No. 1 to a prior report to expand disclosure around its acquisition of Ucare Inc. completed on June 30, 2025. The amendment adds audited financial statements of Ucare for the years ended October 31, 2023 and 2024, unaudited interim financials as of April 30, 2025, and unaudited pro forma condensed combined financial information for the year ended October 31, 2024 and six months ended April 30, 2025. It also clarifies that the semiannual report and its exhibits are incorporated by reference into the company’s existing Form F-3 and Form S-8 registration statements.
TIAN RUIXIANG Holdings Ltd reported a major leadership change. Ms. XU Sheng resigned as Director, Chairman of the Board and Chief Executive Officer, effective August 26, 2025, citing personal reasons and with no disagreements with the board or the company stated.
The board appointed Mr. XU Baohai as a new director, Chairman of the Board and Chief Executive Officer, also effective August 26, 2025, filling the roles vacated by Ms. Xu. Mr. Xu has been serving as the company’s manager and previously worked as a personnel officer and as supervisor of Mingrui Botong (Beijing) Investment Management Co., Ltd.
Schedule 13G filing reports that Eastern Bell entities and Li Yan beneficially own 14,595,114 Class A ordinary shares of TIAN RUIXIANG Holdings Ltd, representing 12.09% of the Class A shares outstanding as of June 30, 2025. The shares are directly held by Eastern Bell International XXVII Limited and control / ownership flows up through Eastern Bell Capital Fund II, L.P., Eastern Bell Capital II Limited, Yan Capital Limited and Li Yan. The filing states sole voting and dispositive power over all reported shares and certifies the holdings are not intended to change control of the issuer.
TIAN RUIXIANG Holdings Ltd, a Cayman Islands company, has filed a Form 6-K as a foreign private issuer. The company is providing unaudited condensed consolidated financial statements for the six months ended April 30, 2025 and 2024, along with accompanying footnotes. These financial statements are included as Exhibit 99.1.
The filing also includes an Operating and Financial Review and Prospects for the same six-month periods as Exhibit 99.2. Together, these materials give readers a detailed view of the company’s recent operating performance and financial position on an interim basis, ahead of its annual reporting.
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.