SCHEDULE: Major Shareholder Discloses Significant Stake in TIAN RUIXIANG Holdings

Lan Cheng and Ucare Holdings Limited have disclosed a beneficial ownership of 11.70% in TIAN RUIXIANG Holdings Ltd's Class A ordinary shares.

Summary

• Lan Cheng and Ucare Holdings Limited reported beneficial ownership of Class A ordinary shares of TIAN RUIXIANG Holdings Ltd.
• They collectively own 14,133,249 Class A ordinary shares, par value $0.025 per share.
• This ownership represents 11.70% of the total 120,757,154 Class A ordinary shares outstanding as of June 30, 2025.
• Lan Cheng is the sole director and shareholder of Ucare Holdings Limited, and as such, is deemed to be the beneficial owner of the securities held by Ucare Holdings Limited.
• The shares were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Sentiment

Score: 5

Explanation: The filing is a factual disclosure of beneficial ownership, providing transparency without indicating positive or negative operational or financial performance.

Positives

• Significant beneficial ownership by a key individual (Lan Cheng) and associated entity (Ucare Holdings Limited) indicates a strong vested interest in the company's performance.
• The filing explicitly states the shares were not acquired for the purpose of changing or influencing control, suggesting a passive investment stance rather than an activist one.

Related Party Transactions

• Lan Cheng is the sole director and shareholder of Ucare Holdings Limited, which directly holds the reported Class A ordinary shares.

Stakeholder Impact

• Increased transparency for shareholders regarding significant ownership stakes.
• Potential signal of long-term commitment from a key individual and associated entity due to their substantial ownership.

Key Dates

Recommendation

The Schedule 13G filing provides transparency on a significant beneficial ownership stake by Lan Cheng and Ucare Holdings Limited, representing 11.70% of Class A ordinary shares. While this indicates a strong vested interest from a key individual, the filing itself does not contain financial performance data or strategic updates to warrant a 'buy' or 'sell' recommendation. It primarily serves as a disclosure of ownership structure. Therefore, a 'hold' recommendation is appropriate, pending further financial and operational insights.

Keywords

TIAN RUIXIANG Holdings, Class A ordinary shares, beneficial ownership, Schedule 13G, Lan Cheng, Ucare Holdings Limited, SEC filing, shareholder