Tian Ruixiang Holdings Ltd. Files 2023 Annual Report

TL;DR

TRX filed its 20-F for FY23, showing new incentive plans and recent biz events in May '24.

AI Summary

Tian Ruixiang Holdings Ltd. filed its 20-F report for the fiscal year ending October 31, 2023. The filing details the company's business operations, financial condition, and risk factors. Key events include the adoption of the Performance Incentive Plan 2023 on November 1, 2023, and subsequent events such as consulting services agreements and share issuances in May 2024.

Why It Matters

This filing provides investors with crucial information about the company's financial health and strategic direction for the past fiscal year, including recent corporate actions.

Risk Assessment

Risk Level: medium — The filing is a standard annual report, but the nature of the business and the details within the 20-F can reveal specific risks.

Key Numbers

• FY 50000 — FY (Likely related to share count or a specific financial metric, though context is limited.)
• 674949 — Value (Appears in relation to financial data, but specific label is missing.)
• 0.2 — Percentage (Likely a ratio or percentage, but context is missing.)

Key Players & Entities

• TIAN RUIXIANG HOLDINGS LTD (company) — Filer
• 0001782941 (company) — Central Index Key
• 20231031 (date) — Fiscal Year End
• 20240717 (date) — Filing Date
• Performance Incentive Plan 2023 (plan) — Adopted on November 1, 2023
• Consulting Services Ltd (company) — Related party in subsequent event on May 7, 2024

FAQ

Key Financial Figures

• $0.025 — ,949 Class A Ordinary Shares, par value $0.025 per share, and 50,000 Class B Ordinary
• $15,000 — r 31, 2023, the VIE transferred cash of $15,000 to TRX, and TRX HK transferred cash of
• $600 — RX HK transferred cash of approximately $600 to TRX BJ, and TRX BJ transferred cash
• $700 — RX BJ transferred cash of approximately $700 to VIE. During the year ended October 3
• $12,340,000 — , TRX transferred cash of approximately $12,340,000, $12,492,000 and $7,635,000 to its subs
• $12,492,000 — rred cash of approximately $12,340,000, $12,492,000 and $7,635,000 to its subsidiary in Hon
• $7,635,000 — roximately $12,340,000, $12,492,000 and $7,635,000 to its subsidiary in Hong Kong, the VIE

Filing Documents

• tirx-20231031x20f.htm (20-F) — 3955KB
• tirx-20231031xex1d1.htm (EX-1.1) — 263KB
• tirx-20231031xex2d4.htm (EX-2.4) — 72KB
• tirx-20231031xex4d15.htm (EX-4.15) — 114KB
• tirx-20231031xex8d1.htm (EX-8.1) — 10KB
• tirx-20231031xex12d1.htm (EX-12.1) — 8KB
• tirx-20231031xex12d2.htm (EX-12.2) — 8KB
• tirx-20231031xex13d1.htm (EX-13.1) — 6KB
• tirx-20231031xex13d2.htm (EX-13.2) — 6KB
• tirx-20231031xex15d1.htm (EX-15.1) — 10KB
• tirx-20231031xex15d2.htm (EX-15.2) — 2KB
• tirx-20231031xex97d1.htm (EX-97.1) — 210KB
• tirx-20231031xex97d2.htm (EX-97.2) — 37KB
• tirx-20231031x20f001.jpg (GRAPHIC) — 81KB
• tirx-20231031x20f002.jpg (GRAPHIC) — 36KB
• tirx-20231031xex15d1001.jpg (GRAPHIC) — 7KB
• tirx-20231031xex15d1002.jpg (GRAPHIC) — 2KB
• 0001410578-24-001091.txt ( ) — 12263KB
• tirx-20231031.xsd (EX-101.SCH) — 70KB
• tirx-20231031_cal.xml (EX-101.CAL) — 68KB
• tirx-20231031_def.xml (EX-101.DEF) — 275KB
• tirx-20231031_lab.xml (EX-101.LAB) — 540KB
• tirx-20231031_pre.xml (EX-101.PRE) — 460KB
• tirx-20231031x20f_htm.xml (XML) — 1590KB

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 102 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 102 PART II 103 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 103 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 103 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 104 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 105 ITEM 16B. CODE OF ETHICS 105 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 105 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 106 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 106 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 106 ITEM 16G. CORPORATE GOVERNANCE 106 ITEM 16H. MINE SAFETY DISCLOSURE 107 PART III 107 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 107 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 107 ITEM 19. EXHIBITS 108 Table of Contents INTRODUCTION Unless otherwise stated, as used in this annual report, the terms "we," "us," "our," "TRX," "our Company," and the "Company" refer to TIAN RUIXIANG Holdings Ltd, an exempted company limited by shares incorporated under the laws of the Cayman Islands; "TRX HK" refers to TRX HONGKONG INVESTMENT LIMITED, a Hong Kong corporation and wholly owned subsidiary of TRX; "TRX BJ" or "WFOE" refers to Guangzhou Tianruixiang Management Consulting Co. Ltd., formerly known as Beijing Tianruixiang Management Consulting Co., Ltd., a limited liability company organized under PRC laws and regulations, which company is wholly owned by TRX HK; and "TRX ZJ" or the "VIE" refers to Zhejiang Tianruixiang Insurance Broker Co. LTD., a limited liability company organized under the laws of the PRC. We are a holding company incorporated in the Cayman Islands and not a Chinese operating company. As a holding company with no material operations of our own, we conduct our operations through the VIE and its subsidiaries in the PRC. For accounting purposes, we control and receive the economic benefits of the business operations of the VIE and its subsidiaries through certain contractual arrangements (the "VIE Agreements"), which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under generally accepted accounting principles in the United States ("U.S. GAAP"). For a description of the VIE Agreements, see " ITEM 4. INFORMATION ON THE COMPANY—C. Organizational Structure— VIE Agreements Between WFOE and TRX ZJ ." However, the VIE Agreements have not been tested in a court of law in China as of the date of this annual report. Investors of our Ordinary Shares, thus, do not own any equity interest in the VIE, but instead equity interest in a Cayman Islands holding company. The VIE structure involves unique risks to investors. For details, see " Ite

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

KEY INFORMATION

Item 3. KEY INFORMATION We are a holding company incorporated in the Cayman Islands with no material operations of our own. We are not a Chinese operating company. Investors of our Class A Ordinary Shares will not own any equity interests in the VIE, but instead own shares of a Cayman Islands holding company. Unless otherwise stated, as used in this annual report and in the context of describing our operations and consolidated financial information, "we," "us," "Company," "TRX", or "our," refers to TIAN RUIXIANG Holdings Ltd, a Cayman Islands holding company, and "VIE" refers to the variable interest entity ("VIE"), Zhejiang Tianruixiang Insurance Broker Co. LTD., or TRX ZJ. Our operations are conducted in China by the VIE and its subsidiaries. We do not have any equity ownership of the VIE; instead, we control and receive the economic benefits of the VIE's business operations through contractual arrangements, or "VIE Agreements" entered into among WFOE, TRX ZJ and TRX ZJ's sole shareholder. The VIE Agreements are used to provide contractual exposure to foreign investment in China-based companies where Chinese law prohibits direct foreign investment in Chinese operating companies. Under United States generally accepted accounting principles ("U.S. GAAP"), the Company is deemed to have a controlling financial interest in, and be the primary beneficiary of, the VIE, for accounting purposes, because such contractual arrangements are designed so that the operations of the VIE are solely for the benefit of WFOE and, ultimately, the Company. As such, the Company is deemed to be the primary beneficiary of the VIE for accounting purposes and must consolidate the VIE. The VIE Agreements have not been tested in a court of law and may not be effective in providing control over the VIE, and we are subject to risks due to the uncertainty of the interpretation and application of the laws and regulations of the PRC regarding the VIE and the VIE structure, including, but not limi

View Full Filing

View this 20-F filing on SEC EDGAR