SCHEDULE: Eastern Bell Group Discloses 12.09% Stake in TIAN RUIXIANG

A group of entities led by Li Yan has disclosed a 12.09% beneficial ownership stake in TIAN RUIXIANG Holdings Ltd, totaling 14,595,114 Class A ordinary shares.

Summary

• Eastern Bell International XXVII Limited, along with related entities Eastern Bell Capital Fund II, L.P., Eastern Bell Capital II Limited, Yan Capital Limited, and individual Li Yan, collectively reported beneficial ownership of 14,595,114 Class A ordinary shares of TIAN RUIXIANG Holdings Ltd.
• This ownership represents 12.09% of the total 120,757,154 Class A ordinary shares outstanding as of June 30, 2025.
• The reporting persons, including Eastern Bell International XXVII Limited and Li Yan, each hold sole voting and dispositive power over all 14,595,114 shares.
• The filing is a Schedule 13G, indicating passive investment intent, with a certification that the securities were not acquired or held for the purpose of changing or influencing control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership, which is neutral in sentiment. It does not contain information that would inherently be positive or negative for the company's performance or outlook.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or operations.

Management Comments

• Li Yan disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
• The reporting persons certify that, to the best of their knowledge and belief, the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing is a standard regulatory disclosure of significant beneficial ownership and does not provide information related to broader industry trends or competitors.

Related Party Transactions

• The filing details a chain of beneficial ownership: Eastern Bell International XXVII Limited directly holds the shares. Eastern Bell Capital Fund II, L.P. is the sole member of Eastern Bell International XXVII Limited. Eastern Bell Capital II Limited is the general partner of Eastern Bell Capital Fund II, L.P. Yan Capital Limited owns 50.01% of Eastern Bell Capital II Limited. Li Yan is the sole member of Yan Capital Limited and is thus deemed to indirectly beneficially own the shares.

Stakeholder Impact

• Shareholders gain transparency regarding the significant ownership stake held by the Eastern Bell group and Li Yan, confirming a substantial, albeit passive, institutional presence.

Key Dates

Keywords

TIAN RUIXIANG Holdings Ltd, Eastern Bell International XXVII Limited, Li Yan, Schedule 13G, Beneficial Ownership, Class A ordinary shares, Institutional Ownership, SEC Filing