SCHEDULE: TIAN RUIXIANG Holdings Reports Significant Insider Ownership Following Ucare Acquisition

TIAN RUIXIANG Holdings Ltd has disclosed that key individuals and entities, including Wei Zhu and Medata Holdings Limited, now beneficially own 16.68% of its Class A Ordinary Shares following the acquisition of Ucare Inc.

Summary

• TIAN RUIXIANG Holdings Ltd (TRX), through its wholly-owned subsidiary VitaCare Limited, completed the acquisition of 100% of Ucare Inc.'s issued and outstanding shares.
• The acquisition was executed via a share exchange agreement where Ucare shareholders, including Medata Holdings Limited, received newly-issued TRX Class A Ordinary Shares.
• Medata Holdings Limited, a key seller in the transaction, received 25,593,133 TRX Exchange Shares as a result of the acquisition.
• As of June 30, 2025, Wei Zhu, Medata Holdings Limited, and XinWei VISTA Trust collectively beneficially own 20,147,573 Class A Ordinary Shares of TIAN RUIXIANG Holdings Ltd.
• This beneficial ownership represents 16.68% of the total 120,757,154 Class A Ordinary Shares outstanding as of June 30, 2025.
• Wei Zhu serves as the sole director of Medata Holdings Limited and Protector of XinWei VISTA Trust, which holds 100% of the shares in Medata Holdings.
• A Joint Filing Agreement was entered into on July 22, 2025, by the reporting persons to jointly file Schedule 13D statements.

Sentiment

Score: 7

Explanation: The filing reports a factual change in beneficial ownership resulting from a completed acquisition, which is generally a neutral to positive event as it confirms strategic execution and aligns interests of key parties.

Positives

• The completion of the Ucare Inc. acquisition indicates strategic growth and expansion for TIAN RUIXIANG Holdings Ltd.
• Significant beneficial ownership by key individuals and entities (16.68%) suggests strong alignment of interests between the former Ucare owners and TIAN RUIXIANG Holdings Ltd's future success.

Future Outlook

The filing primarily reports a completed transaction and resulting beneficial ownership, without providing explicit forward-looking statements or guidance on future operations or financial performance.

Management Comments

• Wei Zhu serves as the sole director of Medata Holdings Limited and Protector of XinWei VISTA Trust, indicating his central role in the entities reporting beneficial ownership.

Industry Context

This filing reflects a common practice in corporate acquisitions where the shareholders of an acquired entity receive shares in the acquiring company as consideration, leading to a change in the acquiring company's ownership structure. Such transactions are typical for companies seeking to expand their market presence or diversify their offerings.

Corporate Governance

Related Party Transactions

• The share exchange agreement involved Medata Holdings Limited as a seller of Ucare Inc. shares, and Medata Holdings Limited is also a reporting person in this filing, making the transaction a related party dealing.

Stakeholder Impact

• Shareholders of TIAN RUIXIANG Holdings Ltd are impacted by the new ownership structure, with a significant stake now held by the former owners of Ucare Inc., potentially influencing future corporate decisions and strategic direction.
• The acquisition of Ucare Inc. expands TIAN RUIXIANG Holdings Ltd's business scope, which could impact customers and employees of both entities.

Key Dates

Recommendation

The filing is a factual report of a completed acquisition and the resulting beneficial ownership. It confirms a strategic move by TIAN RUIXIANG Holdings Ltd and indicates significant insider alignment, which generally provides stability. However, without further financial details or strategic outlook, a strong buy or sell recommendation is not warranted based solely on this ownership disclosure.

Keywords

TIAN RUIXIANG Holdings Ltd, TRX, Ucare Inc., Acquisition, Share Exchange, Beneficial Ownership, Schedule 13D, Wei Zhu, Medata Holdings Limited, XinWei VISTA Trust, Corporate Governance