SCHEDULE: Mufang Gao Amends TIAN RUIXIANG HOLDINGS LTD Ownership Disclosure Following Share Count Update

Mufang Gao and his controlled entities have updated their beneficial ownership in TIAN RUIXIANG HOLDINGS LTD to 2.65% of Class A ordinary shares, reflecting a change in the total outstanding shares reported by the Issuer.

Summary

• Mufang Gao, through Unitrust Holdings Limited, Plenty Holdings Company Limited, and ES-Shining Unity Holdings Limited, beneficially owns an aggregate of 3,250,900 shares of TIAN RUIXIANG HOLDINGS LTD.
• This represents 2.65% of the Class A ordinary shares, calculated based on 121,807,154 total shares, which includes 120,757,154 Class A ordinary shares outstanding as of June 30, 2025, 1,050,000 Class B ordinary shares, and the right to purchase up to 1,009,800 Class A ordinary shares.
• Unitrust Holdings Limited holds 2,008,900 shares (1.64%), comprising 570,100 Class A, 1,050,000 Class B, and rights to purchase 388,800 Class A shares.
• Plenty Holdings Company Limited holds 540,000 shares (0.45%), comprising 270,000 Class A and rights to purchase 270,000 Class A shares.
• ES-Shining Unity Holdings Limited holds 702,000 shares (0.58%), comprising 351,000 Class A and rights to purchase 351,000 Class A shares.
• Each Class B ordinary share is convertible to one Class A ordinary share at the holder's option and carries 600 votes per share, while Class A shares carry one vote per share.
• The amendment is solely due to a change in the aggregate number of the Issuer's outstanding securities, and the reporting persons have not effected any transactions in the Issuer's securities during the 60 days preceding the report date.

Sentiment

Score: 5

Explanation: The document is a routine compliance filing (Schedule 13D Amendment) updating beneficial ownership percentages due to a change in the total outstanding shares reported by the Issuer. It does not contain positive or negative news, nor does it indicate any strategic shifts or new acquisitions/dispositions by the reporting person. Therefore, the sentiment is neutral.

Future Outlook

NA

Industry Context

This filing is a routine ownership disclosure amendment for a publicly traded company, TIAN RUIXIANG HOLDINGS LTD, operating in China. It does not provide specific insights into broader industry trends or competitive landscape beyond the ownership structure itself.

Stakeholder Impact

• Primarily impacts shareholders by providing updated transparency on the beneficial ownership structure and the percentage of voting power held by Mufang Gao and his controlled entities.

Key Dates

Recommendation

Keywords

TIAN RUIXIANG HOLDINGS LTD, Mufang Gao, Schedule 13D, beneficial ownership, Class A ordinary shares, Class B ordinary shares, SEC filing, corporate governance, shareholding, China