TIAN RUIXIANG HOLDINGS LTD Files 20-F for FY2024

TL;DR

TIAN RUIXIANG HOLDINGS LTD (TIRX) filed its 20-F for Oct 31, 2024. Financials are in!

AI Summary

TIAN RUIXIANG HOLDINGS LTD filed its 20-F report for the period ending October 31, 2024. The company, primarily involved in insurance agents, brokers & services, is incorporated in E9 and headquartered in Beijing. The filing includes financial data such as retained earnings, noncontrolling interest, and additional paid-in capital as of October 31, 2024.

Why It Matters

This 20-F filing provides investors with the annual financial statements and disclosures for TIAN RUIXIANG HOLDINGS LTD, crucial for understanding the company's performance and financial health.

Risk Assessment

Risk Level: medium — As a 20-F filing, it represents standard annual disclosure for foreign private issuers, but specific financial details and business operations require further analysis to assess risk.

Key Numbers

• 2024-10-31 — Fiscal Year End (The reporting period for the 20-F filing.)
• 2025-01-31 — Filing Date (The date the 20-F report was submitted to the SEC.)
• 6411 — SIC Code (Standard Industrial Classification for Insurance Agents, Brokers & Services.)

Key Players & Entities

• TIAN RUIXIANG HOLDINGS LTD (company) — Filer of the 20-F report
• 0001782941 (company) — Central Index Key for TIAN RUIXIANG HOLDINGS LTD
• 2024-10-31 (date) — Conformed period of report
• 2025-01-31 (date) — Filing date
• Beijing (location) — City of business and mailing address

FAQ

Key Financial Figures

• $0.025 — ,353 Class A Ordinary Shares, par value $0.025 per share, and 50,000 Class B Ordinary
• $600 — e VIE transferred cash of approximately $600 to TRX BJ. During the year ended Octobe
• $15,000 — r 31, 2023, the VIE transferred cash of $15,000 to TRX, and TRX HK transferred cash of
• $700 — RX BJ transferred cash of approximately $700 to VIE. During the year ended October 3

Filing Documents

• tirx-20241031x20f.htm (20-F) — 4138KB
• tirx-20241031xex1d1.htm (EX-1.1) — 262KB
• tirx-20241031xex2d4.htm (EX-2.4) — 74KB
• tirx-20241031xex8d1.htm (EX-8.1) — 9KB
• tirx-20241031xex12d1.htm (EX-12.1) — 8KB
• tirx-20241031xex12d2.htm (EX-12.2) — 9KB
• tirx-20241031xex13d1.htm (EX-13.1) — 5KB
• tirx-20241031xex13d2.htm (EX-13.2) — 5KB
• tirx-20241031xex15d1.htm (EX-15.1) — 12KB
• tirx-20241031xex15d2.htm (EX-15.2) — 2KB
• tirx-20241031x20f001.jpg (GRAPHIC) — 68KB
• tirx-20241031x20f002.jpg (GRAPHIC) — 40KB
• 0001410578-25-000068.txt ( ) — 12735KB
• tirx-20241031.xsd (EX-101.SCH) — 73KB
• tirx-20241031_cal.xml (EX-101.CAL) — 72KB
• tirx-20241031_def.xml (EX-101.DEF) — 305KB
• tirx-20241031_lab.xml (EX-101.LAB) — 589KB
• tirx-20241031_pre.xml (EX-101.PRE) — 507KB
• tirx-20241031x20f_htm.xml (XML) — 1704KB

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 109 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 109 PART II 110 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 110 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 110 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 111 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 112 ITEM 16B. CODE OF ETHICS 112 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 112 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 113 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 113 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 113 ITEM 16G. CORPORATE GOVERNANCE 113 ITEM 16H. MINE SAFETY DISCLOSURE 114 PART III 114 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 114 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 114 ITEM 19. EXHIBITS 115 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

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