UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No.1)*
TIAN RUIXIANG Holdings Ltd.
(Name of Issuer)
Class A ordinary share, par value $0.025 per
share
Class B ordinary share, par value $0.025 per
share
(Title of Class of Securities)
G8884K128
(CUSIP Number)
Sheng Xu
Room 1001, 10 / F, No. 25, North East
Third Ring Road,
Chaoyang District, Beijing,
The People’s Republic of China
86-13501205319
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 26, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e),
3d-1(f) or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom
copies are to be sent.
| * |
The remainder of this cover page shall be filled out
for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of
this cover shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SCHEDULE 13D
CUSIP No. G8884K128
| 1 |
Name
of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Unitrust Holdings Limited (“Unitrust”) |
| 2 |
Check
the appropriate box if a member of a group*
(a) ¨ (b) ¨
|
| 3 |
SEC
use only
|
| 4 |
Source
of funds*
WC |
| 5 |
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ |
| 6 |
Citizenship
or place of organization
British Virgin Islands |
Number of
shares
beneficially
owned by
each
reporting
person
with |
7 |
Sole
voting power
0 |
| 8 |
Shared
voting power
231,300(1) |
| 9 |
Sole
dispositive power
0 |
| 10 |
Shared
dispositive power
231,300(1) |
| 11 |
Aggregate
amount beneficially owned by each reporting person
231,300(1) |
| 12 |
Check
box if the aggregate amount in row (11) excludes certain shares*
¨ |
| 13 |
Percent
of class represented by amount in row (11)
9.7% (2) |
| 14 |
Type
of reporting person*
CO |
| (1) |
|
Includes 181,300 of Class A ordinary shares
and 50,000 Class B ordinary shares, representing 7.767% of outstanding Class A ordinary shares and 100% of Class B ordinary shares.
Each Class B ordinary share can be converted to one Class A ordinary share at any time at the option of the holder. Gao (defined
below), the sole director and controlling shareholder of Unitrust, has the dispositive and voting power over the shares held by Unitrust. |
| |
|
|
| (2) |
|
The percentage of class is calculated based on 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). |
| 1 |
Name
of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mufang Gao (“Gao”) |
| 2 |
Check
the appropriate box if a member of a group*
(a) ¨ (b) ¨
|
| 3 |
SEC
use only
|
| 4 |
Source
of funds*
PF |
| 5 |
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ |
| 6 |
Citizenship
or place of organization
China |
Number of
shares
beneficially
owned by
each
reporting
person
with |
7 |
Sole
voting power
0 |
| 8 |
Shared
voting power
231,300(1) |
| 9 |
Sole
dispositive power
0 |
| 10 |
Shared
dispositive power
231,300(1) |
| 11 |
Aggregate
amount beneficially owned by each reporting person
231,300(1) |
| 12 |
Check
box if the aggregate amount in row (11) excludes certain shares*
¨ |
| 13 |
Percent
of class represented by amount in row (11)
9.7% (2) |
| 14 |
Type
of reporting person*
IN |
| (1) |
|
Includes 181,300 of Class A ordinary shares
and 50,000 Class B ordinary shares, representing 7.767% of outstanding Class A ordinary shares and 100% of Class B ordinary shares.
Each Class B ordinary share can be converted to one Class A ordinary share at any time at the option of the holder. Gao, the sole
director and controlling shareholder of Unitrust, has the dispositive and voting power over the shares held by Unitrust. |
| (2) |
|
The percentage of class is calculated based on 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). |
| 1 |
Name
of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zhe Wang (“Wang”) |
| 2 |
Check
the appropriate box if a member of a group*
(a) ¨ (b) ¨
|
| 3 |
SEC
use only
|
| 4 |
Source
of funds*
PF |
| 5 |
Check
box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ |
| 6 |
Citizenship
or place of organization
China |
Number of
shares
beneficially
owned by
each
reporting
person
with |
7 |
Sole
voting power
0 (1) |
| 8 |
Shared
voting power
0 |
| 9 |
Sole
dispositive power
0 |
| 10 |
Shared
dispositive power
0 |
| 11 |
Aggregate
amount beneficially owned by each reporting person
0 (1) |
| 12 |
Check
box if the aggregate amount in row (11) excludes certain shares*
¨ |
| 13 |
Percent
of class represented by amount in row (11)
0% (2) |
| 14 |
Type
of reporting person*
IN |
| (1) |
|
Effective on May 30, 2024, Unitrust revoked
the voting power previously entrusted to Wang Investor Co., Ltd. (“Wang Co.”), which is 100% beneficially owned
by Wang, with respect to the Issuer’s shares held by Unitrust. Wang is the former CEO and director of the Issuer and Gao’s
son. |
This Amendment (the “Amendment”)
amends the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission on August 8, 2023 (the “Schedule
13D”) to the extent as amended and supplemented by this Amendment. Capitalized terms used but not defined in this Amendment
shall have the meanings set forth in the Schedule 13D.
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 |
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
business address of Gao is Room 2102, No. 37 Linhong Road, Fengtai District, Beijing, People’s Republic of China; and the principal
business address of Wang is Room 201, Gate 7, 3rd Floor, No. 67 Majiabao Road, Fengtai District, Beijing, People’s Republic
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 findings any violation with respect to such laws. |
| |
(f) |
Unitrust is a company incorporated in the British
Virgin Islands. |
Citizenship of Gao is China.
Citizenship of Wang is China.
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.
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 50,000, respectively.
Effective on May 30, 2024,
in accordance with the terms of the Agreement, Unitrust revoked the voting power previously entrusted to Wang Co. on the Transferred
Shares. Consequently, Wang no longer holds any voting or dispositive power over the Issuer’s shares.
Except as set forth in this
Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the present board or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure,
including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer’s charter,
by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any
of those enumerated above.
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. |
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
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
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 |
Exhibit 99.3
Ms. Sheng Xu 's Application for Share Transfer
of the 2023 Performance
Incentive Plan
On August 10, 2023, the Board of Directors approved TIAN RUIXIANG Holdings Ltd. (hereinafter
referred to as the "Company") 2023 Perfonnance Incentive Plan, and Ms. Sheng Xu is entitled to 300000 Restricted Shares of the Company
in accordance with the provisions of Exhibition B.
Ms. Sheng Xu is currently the director of the company. Ms. Sheng Xu voluntarily transferred
his 300000 shares of the incentive plan to UNITRUST HOLDING LIMITED for holding.
The above matters arc related to the transfer of shares between shareholders under the S-8
registered shares, which is not related to the company. If any inquiries arise from this transfer, Ms. Sheng Xu and UNITRUST HOLDING
LIMITED will be responsible for explaining them.
Ms . Sheng Xu hereby submit an application to the company regarding this matter.
| /s/ Sheng
Xu |
|
| Sheng
Xu |
|
| |
|
| March
26,2024 |
|
Exhibit 99.4
Mr. Zhe Wang's Application for Share Transfer
of the 2023 Performance
Incentive Plan
On August 10, 2023, the Board of Directors approved TIAN RUIXIANG Holdings Ltd. (hereinafter
refo1Tcd to as the "Company") 2023 Performance Incentive Plan, and Mr. Zhe Wang is entitled to 500000 Restricted Shares of the Compariy
in accordance with the provisions of Exhibition B.
Mr. Zhe Wang is currently the Chairman and CEO of the company, and actually enjoys the actual
voting rights of UNITRUST HOLDING LIMITED. Mr. Zhe Wang voluntarily transferred his 500000 shares of the incentive plan to UNITRUST HOLDING
LIMITED for holding.
The above matters are related to the transfer of shares between shareholders under the S-8
registered shares, which is not related to the company. If any inquiries arise from this transfer, Mr. Zhe Wang and UNITRUST HOLDING
LIMITED will be responsible for explaining them.
Mr. Zhe Wang hereby submit an application to the company regarding this matter.
| /s/ Zhe Wang |
|
| Zhe Wang |
|
| |
|
| March 26,2024 |
|
Exhibit 99.5
NOTICE OF REVOCATION OF ENTRUSTED VOTING POWER
Date: May 13, 2024
To: WANG INVESTORS CO., Ltd
Cc: TIAN RUIXIANG Holdings Ltd, Shareholders
From: Unitrust Holdings Limited
Address: Room 1001, 10/F, No. 25, North East Third Ring Road, Chaoyang
District, Beijing, People’s Republic of China
Subject: Revocation of Entrusted Voting Power
This notice is to formally inform you that Unitrust
Holdings Limited ("Unitrust"), under the direction of its sole director, Ms. Mufang Gao ("Gao"), hereby
revokes the voting power previously entrusted to you regarding the shares held in TIAN RUIXIANG Holdings Ltd (the "Issuer").
This revocation is effective immediately.
| 1. | Details of the Revocation |
| a. | Date of Initial Entrustment: |
| | | August 18, 2023 |
| b. | Affected Securities: |
| | | 106,500 Class A ordinary shares, par value $0.005 each. |
| | | 250,000 Class B ordinary shares, par value $0.005 each. |
| 1. | Effective Date of Revocation |
| | May 30,2024 |
| 2. | Reason for Revocation |
| | The revocation of the entrusted voting
power from WANG INVESTORS CO., Ltd is due to a strategic restructuring aimed at enhancing effectiveness in governance by Unitrust Holdings
Limited. |
| 3. | Consequence of Revocation |
| | From the effective date of this revocation, all
decisions and rights pertaining to the voting of the aforementioned shares will revert to Unitrust and Ms. Mufang Gao. You are required
to cease all activities and representations in any matters related to the voting of these shares. |
We request your acknowledgment of this notice and your cooperation
in ensuring a smooth transition. Please contact us at the details provided above for any further clarification or to discuss any matters
related to this notice.
Sincerely,
| /s/ Mufang Gao |
|
| Mufang Gao |
|
| Director, Unitrust Holdings Limited |
|
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