SCHEDULE: Sinovation Fund IV Becomes Major Shareholder in TIAN RUIXIANG Holdings Following Ucare Acquisition

Sinovation Fund IV, L.P. and its affiliates have disclosed a 21.19% beneficial ownership stake in TIAN RUIXIANG Holdings Ltd, acquired through a share exchange as part of TIAN RUIXIANG's acquisition of Ucare Inc.

Summary

• Sinovation Fund IV, L.P., along with Sinovation Fund Management IV, L.P., Sinovation Fund IV GP, Ltd., and Kai-Fu Lee, collectively reported beneficial ownership of 25,593,133 Class A Ordinary Shares of TIAN RUIXIANG Holdings Ltd.
• This ownership represents 21.19% of TIAN RUIXIANG Holdings Ltd's Class A Ordinary Shares outstanding, based on 120,757,154 shares outstanding as of June 30, 2025.
• The shares were acquired on May 30, 2025, as part of a share exchange agreement where TIAN RUIXIANG Holdings Ltd, through its wholly-owned subsidiary VitaCare Limited, acquired 100% of Ucare Inc. from its shareholders, including Sinovation Fund IV, L.P.
• In exchange for Ucare Inc. shares, Sinovation Fund IV, L.P. received 25,593,133 newly-issued Class A Ordinary Shares of TIAN RUIXIANG Holdings Ltd, each with a par value of US$0.025.
• The Reporting Persons have no present plans or proposals that would result in further transactions related to the issuer beyond this acquisition.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of a beneficial ownership change resulting from an acquisition, providing no explicit positive or negative sentiment regarding the issuer's performance or outlook.

Positives

• Sinovation Fund IV, L.P. and its affiliates have secured a significant 21.19% ownership stake in TIAN RUIXIANG Holdings Ltd, indicating a substantial investment in the combined entity following the Ucare Inc. acquisition.

Negatives

• The issuance of 25,593,133 new Class A Ordinary Shares by TIAN RUIXIANG Holdings Ltd to complete the acquisition of Ucare Inc. results in dilution for existing shareholders.

Future Outlook

The Reporting Persons do not have any present plans or proposals that would result in further transactions related to TIAN RUIXIANG Holdings Ltd, such as mergers, liquidations, sales of assets, or changes in management or corporate structure, beyond the completed share exchange.

Industry Context

This filing reflects a significant ownership change resulting from an acquisition in the broader technology or healthcare services sector, given Ucare Inc.'s business, though specific industry trends are not detailed in this ownership disclosure.

Stakeholder Impact

• Existing shareholders of TIAN RUIXIANG Holdings Ltd experience dilution due to the issuance of new shares for the acquisition.
• Sinovation Fund IV, L.P. and its affiliates become a significant new shareholder group, holding 21.19% of the Class A Ordinary Shares.

Key Dates

Keywords

TIAN RUIXIANG Holdings Ltd, Sinovation Fund IV, Ucare Inc., Share Exchange Agreement, Beneficial Ownership, SEC Schedule 13D, Equity Investment, Acquisition, Class A Ordinary Shares