Wang Zhe Amends TIAN RUIXIANG Holdings Ltd. Filing

TL;DR

Wang Zhe updated their TIAN RUIXIANG Holdings filing on 6/10. Keep an eye on this one.

AI Summary

On June 10, 2024, Wang Zhe filed an amendment (SC 13D/A) to their Schedule 13D regarding TIAN RUIXIANG Holdings Ltd. The filing indicates a change in beneficial ownership as of June 10, 2024. Sheng Xu is listed as the person authorized to receive notices and communications, with a previous event date of March 26, 2024.

Why It Matters

This amendment signals a potential shift in control or significant stake changes for TIAN RUIXIANG Holdings Ltd., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D/A filings often indicate significant ownership changes, which can lead to increased volatility and uncertainty for the company's stock.

Key Players & Entities

• Wang Zhe (person) — Filing person
• TIAN RUIXIANG Holdings Ltd. (company) — Subject company
• Sheng Xu (person) — Person authorized to receive notices
• MUFANG GAO (person) — Group member
• UNITRUST HOLDINGS LTD (company) — Group member

FAQ

Key Financial Figures

• $0.025 — uer) Class A ordinary share, par value $0.025 per share Class B ordinary share, par
• $10,000 — ) 106,500 Class A ordinary shares for US$10,000, and (ii) 250,000 Class B ordinary shar
• $15,000 — ) 250,000 Class B ordinary shares for US$15,000(collectively referred as the " Transfer

Filing Documents

• tm2416793d1_sc13da.htm (SC 13D/A) — 77KB
• tm2416793d1_ex99-3.htm (EX-99.3) — 3KB
• tm2416793d1_ex99-4.htm (EX-99.4) — 3KB
• tm2416793d1_ex99-5.htm (EX-99.5) — 8KB
• 0001104659-24-069842.txt ( ) — 94KB

Security and Issuer

Item 1. Security and Issuer. This Amendment amends and restates Item 1 of the Schedule 13D, as amended in its entirety as set forth below: Securities acquired: (i) 181,300 Class A ordinary shares, par value $0.025 per share ("Class A Shares") and (ii) 50,000 Class B ordinary shares, par value $0.025 per share ("Class B Shares") Issuer: TIAN RUIXIANG Holdings Ltd (the " Issuer ") Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, China

Identity and Background

Item 2. Identity and Background. This Amendment amends and restates Item 2 of the Schedule 13D, as amended in its entirety as set forth below: (a) This statement is filed by Unitrust Holdings Limited (" Unitrust "), a British Virgin Islands company, Mufang Gao (" Gao ") and Zhe Wang (" Wang, " together with Unitrust and Gao, the " Reporting Persons "). Unitrust and Gao are the beneficial holders of 9.7% of Issuer's outstanding ordinary shares, representing a total of 33.43% of the Issuer's voting power based on the number of ordinary shares outstanding as of June 3, 2024. (b) The principal business address of Unitrust is Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, People's Republic of China; the principal of China. (c) Unitrust is a holding company and does not have any business operations. Gao is the sole director and controlling shareholder of Unitrust and has voting power of Unitrust's shares of the Issuer. Wang is Gao's son and the Issuer' former CEO and director. (d) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of fi

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3.

Purpose of Transaction

Item 4. Purpose of Transaction. This Amendment amends and restates Item 4 of the Schedule 13D, as amended in its entirety as set forth below: On August 8, 2023, Unitrust and Wang Co entered into a certain equity transfer agreement (the " Agreement "), pursuant to which, Wang Co. transferred to Unitrust: (i) 106,500 Class A ordinary shares for US$10,000, and (ii) 250,000 Class B ordinary shares for US$15,000(collectively referred as the " Transferred Shares "). Wang Co. is a British Virgin Islands company 100% owned by Wang, the Issuer's former CEO and director. Unitrust is a British Virgin Islands company 100% owned by another British Virgin Islands company, Plenty Holdings Company Limited (" Plenty "), which is controlled by Gao, Wang's mother. Gao is a 51% equity owner of Plenty and the sole director of both Unitrust and Plenty. The Agreement entrusted voting power of the Transferred Shares to Wang Co. indefinitely, although Unitrust and Gao maintained the right to revoke the entrustment with ten days' written notice. By virtue of his ownership of Wang Co., Wang had the power to vote the Transferred Shares. On August 10, 2023, the Issuer adopted an Employee Performance Incentive Plan. Pursuant to the Employee Performance Incentive Plan, the Issuer granted 300,000 Class A ordinary shares to Sheng Xu (" Xu ") and 500,000 Class A ordinary shares to Wang (together, the " Employee Incentive Shares "). Xu is Wang's wife and the Issuers' CEO and director. On March 26, 2024, each of Xu and Wang, through his/her respective Application for Share Transfer, instructed the Issuer to issue the Employee Incentive Shares to Unitrust, and the Issuer issued the Employee Incentive Shares to Unitrust on March 26, 2024. On May 14, 2024, the Issuer effected a 1-for-5 share consolidation of its issued and unissued share capital ("Share Consolidation"). As a result of the Share Consolidation, Unitrust's Class A ordinary shares and Class B ordinary shares were reduced to 181,300 and

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer This Amendment amends and restates Item 5 of the Schedule 13D, as amended in its entirety as set forth below: a) The aggregate number and percentage of shares beneficially or directly owned by the Reporting Persons is based upon 2,384,353 ordinary shares outstanding as of June 3, 2024, consisting of 2,334,353 Class A ordinary shares (1 vote per share) and 50,000 Class B ordinary shares (18 votes per share). Unitrust and Gao are the beneficial holders 181,300 Class A ordinary shares and 50,000 Class B ordinary shares, representing 9.7% of Issuer's outstanding ordinary shares, representing a total of 33.43% of the Issuer's voting power based on the number of ordinary shares outstanding as of June 3, 2024. b) Unitrust and Gao have the dispositive power over 9.7% of Issuer's outstanding ordinary shares based on the number of ordinary shares outstanding as of June 3, 2024. c) Other than as described herein, the Reporting Persons have not effected any transactions in the Issuer's securities during the 60 days preceding the date of this report. d) Not applicable. e) Not applicable.

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The information set forth in Items 4 of this Schedule 13D are hereby incorporated by reference into this Item 6. SCHEDULE 13D CUSIP No. G8884K128

Materials to be Filed as Exhibits

Item 7. Materials to be Filed as Exhibits. Exhibit No. Description 99.1 Joint Filing Agreement, dated August 18, 2023 (incorporated by reference to the Original Schedule 13D filed on August 18, 2023) 99.2 Share Transfer Agreement between Wang Investor Co. Ltd. and Unitrust Holdings Limited, dated August 8, 2023 (incorporated by reference to the Original Schedule 13D filed on August 18, 2023) 99.3 Sheng Xu's Application for Share Transfer of the 2023 Performance Incentive Plan dated March 26, 2024 99.4 Zhe Wang's Application for Share Transfer of the 2023 Performance Incentive Plan dated March 26, 2024 99.5 Notice of Revocation of Entrusted Voting Power from Unitrust to Wang Co., dated May 13, 2024 SCHEDULE 13D CUSIP No. G8884K128

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Date: June 07, 2024 Unitrust Holdings Limited By: /s/ Mufang Gao Name: Mufang Gao Title: Director By: /s/ Mufang Gao Name: Mufang Gao Wang Investor Co. Ltd. By: /s/ Zhe Wang Name: Zhe Wang Title: Director By: /s/ Zhe Wang Name: Zhe Wang

View Full Filing

View this SC 13D/A filing on SEC EDGAR