UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TIAN RUIXIANG
Holdings Ltd.
(Name of Issuer)
Class A ordinary share, par value $0.005 per
share
Class B ordinary share, par value $0.005 per
share
(Title of Class of Securities)
G8884K110
(CUSIP Number)
Zhe Wang
Room 1001, 10 / F, No. 25, North East
Third Ring Road,
Chaoyang District, Beijing,
The People’s Republic of China
86-13501205319
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 8, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 3d-1(f)
or 13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * |
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover shall not
be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
SCHEDULE 13D
CUSIP No. G8884K 110
| 1 |
Name of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Unitrust Holdings Limited (“Unitrust”) |
| 2 |
Check the appropriate box if a member of a group*
(a) ¨ (b) ¨
|
| 3 |
SEC use only
|
| 4 |
Source of funds*
WC |
| 5 |
Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
¨ |
| 6 |
Citizenship or place of organization
British Virgin Islands |
Number of
shares
beneficially
owned by
each
reporting
person
with |
7 |
Sole voting power
|
| 8 |
Shared voting power
|
| 9 |
Sole dispositive power
4,606,500 (1) |
| 10 |
Shared dispositive power
|
| 11 |
Aggregate amount beneficially owned by each reporting person
4,606,500 (1) |
| 12 |
Check box if the aggregate amount in row (11) excludes certain
shares*
¨ |
| 13 |
Percent of class represented by amount in row (11)
61.22% (2) |
| 14 |
Type of reporting person*
CO |
| (1) |
Includes: (i)
106,500 shares of Class A ordinary shares and 250,000 Class B ordinary shares purchased in
a private transaction dated August 8, 2023, representing 3.52% and 100% of outstanding Class
A and Class B ordinary shares, respectively, and 61.22% of the Issuer’s total voting
power. Class B ordinary shares have 18 votes per share, and Class A ordinary shares
have one vote per share. Mufang Gao, the sole director of Unistrust, has sole dispositive
power over the shares held by Unitrust, but entrusts the voting power of these shares to
Zhe Wang, who is the CEO and a director of the Issuer and Gao’s son. |
| (2) |
Based on 3,274,745 ordinary shares outstanding as
of the date hereof, consisting of 3,024,745 Class A ordinary shares (1 vote per share) and 250,000 Class B ordinary shares (18 votes
per share). |
| 1 |
Name of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mufang Gao (“Gao”) |
| 2 |
Check the appropriate box if a member of a group*
(a) ¨ (b) ¨
|
| 3 |
SEC use only
|
| 4 |
Source of funds*
PF |
| 5 |
Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
¨ |
| 6 |
Citizenship or place of organization
China |
Number of
shares
beneficially
owned by
each
reporting
person
with |
7 |
Sole voting power
|
| 8 |
Shared voting power
|
| 9 |
Sole dispositive power
4,606,500 (1) |
| 10 |
Shared dispositive power
|
| 11 |
Aggregate amount beneficially owned by each reporting person
4,606,500 (1) |
| 12 |
Check box if the aggregate amount in row (11) excludes certain
shares*
¨ |
| 13 |
Percent of class represented by amount in row (11)
61.22% (2) |
| 14 |
Type of reporting person*
IN |
| (1) |
Includes: (i)
106,500 shares of Class A ordinary shares and 250,000 Class B ordinary shares purchased in
a private transaction dated August 8, 2023, representing 3.52% and 100% of outstanding Class
A and Class B ordinary shares respectively, and 61.22% of the Issuer’s total voting
power. Class B ordinary shares have 18 votes per share, and Class A ordinary shares
have one vote per share. Mufang Gao, the sole director of Unistrust, has sole dispositive
power over the shares held by Unitrust, but entrusts the voting power of these shares to
Zhe Wang, who is the CEO and a director of the Issuer and Gao’s son. |
| (2) |
Based on 3,274,745 ordinary shares outstanding as
of the date hereof, consisting of 3,024,745 Class A ordinary shares (1 vote per share) and 250,000 Class B ordinary shares (18 votes
per share). |
| 1 |
Name of reporting persons
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Zhe Wang (“Wang”) |
| 2 |
Check the appropriate box if a member of a group*
(a) ¨ (b) ¨
|
| 3 |
SEC use only
|
| 4 |
Source of funds*
PF |
| 5 |
Check box if disclosure of legal proceedings is required pursuant
to Item 2(d) or 2(e)
¨ |
| 6 |
Citizenship or place of organization
China |
Number of
shares
beneficially
owned by
each
reporting
person
with |
7 |
Sole voting power
4,606,500 (1) |
| 8 |
Shared voting power
|
| 9 |
Sole dispositive power
|
| 10 |
Shared dispositive power
|
| 11 |
Aggregate amount beneficially owned by each reporting person
4,606,500 (1) |
| 12 |
Check box if the aggregate amount in row (11) excludes certain
shares*
¨ |
| 13 |
Percent of class represented by amount in row (11)
61.22% (2) |
| 14 |
Type of reporting person*
IN |
| (1) |
Includes: (i)
106,500 Class A ordinary shares and 250,000 Class B ordinary shares purchased in a private
transaction dated August 8, 2023, representing 3.52% and 100% of outstanding Class A and
Class B ordinary shares, respectively, and 61.22% of the Issuer’s total voting power. Class
B ordinary shares have 18 votes per share, and Class A ordinary shares have one vote per
share. Mufang Gao, the sole director of Unistrust, has sole dispositive power over the shares
held by Unitrust, but entrusts the voting power of these shares to Zhe Wang, who is the CEO
and a director of the Issuer and Gao’s son. |
| (2) |
Based on 3,274,745 ordinary shares outstanding as
of the date hereof, consisting of 3,024,745 Class A ordinary shares (1 vote per share) and 250,000 Class B ordinary shares (18 votes
per share). |
| |
|
Item 1. Security and Issuer.
| Securities acquired: (i) 106,500 Class A ordinary shares, par
value $0.005 per share (“Class A Shares”) and (ii) 250,000 Class B ordinary shares, par value $0.005 per share (“Class
B Shares”). |
| |
| Issuer: |
TIAN RUIXIANG Holdings Ltd (the “Issuer”) |
| |
Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District,
Beijing, China |
Item 2. Identity and Background.
| (a) | This
statement is filed by Unitrust Holdings Limited (“Unitrust”), a British
Virgin Islands company, Mufang Gao (“Gao”) and Zhe Wang (“Wang,”
together with Unistrust and Gao, the “Reporting Persons”). The Reporting
Persons are the holders of 3.52% of Issuer’s outstanding Class A ordinary shares and
100% of Issuer’s outstanding Class B ordinary shares, representing a total of 61.22%
of the Issuer’s voting power based on the number of ordinary shares outstanding as
of the date hereof. |
| (b) | The principal business address of Unistrust
is Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing,
People’s Republic of China; the principal business address of Gao is Room 2102, No.
37 Linhong Road, Fengtai District, Beijing,
People’s Republic of China; and the principal business address of Wang is Room
1001, 10 / F, No. 25, North East Third Ring Road,, Chaoyang District, Beijing, People’s
Republic of China. |
| (c) | Unitrust
is a holding company and does not have any business operations. Gao is the sole director
of Unitrust. Wang is Gao’s son and the CEO and a director of the Issuer. |
| (d) | During the past five
years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons
identified in this Item 2, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors). |
| (e) | During the past five
years, none of the Reporting Persons or to the knowledge of the Reporting Persons, the persons
identified in this Item 2, has been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was the subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, federal and state securities laws of findings any violation with respect to such
laws. |
| (f) | Unitrust is a company
incorporated in the British Virgin Islands. |
Citizenship of Gao is China.
Citizenship of Wang is China.
Item 3. Source and Amount of Funds or Other Consideration.
The information set forth in Items 4 and 5 of this Schedule 13D are
hereby incorporated by reference into this Item 3.
Item 4. Purpose of Transaction.
On August 8, 2023, Unitrust
and Wang Investor Co. Ltd. (“Wang Co”) entered into a certain equity transfer agreement (the “Agreement”),
pursuant to which, Wang Co transferred to Unitrust: (i) 106,500, or 3.52% Class A ordinary shares for US$10,000, and (ii) 250,000, or
100% Class B ordinary shares for US$15,000, (the 106,500 Class A ordinary shares and 250,000 Class B ordinary shares are collectively
referred as the “Transferred Shares”). Class B ordinary shares have 18 votes per share and Class A ordinary shares
have one vote per share. The Transferred Shares represent 61.22% of the issuer’s total voting power as of the date hereof.
Wang Co is a British Virgin
Islands company 100% owned by Wang, the Issuer’s CEO and director. Unitrust is a British Virgin Islands company 100% owned by another
British Virgin Islands company, Plenty Holdings Company Limited (“Plenty”), which is controlled by Gao, Wang’s
mother; Wang does not have any voting control or power over Gao’s Plenty shares. Gao is a 51% equity owner of Plenty and the sole
director of both Unitrust and Plenty. The Agreement entrusts voting power of the Transferred Shares to Wang Co indefinitely, although
Unitrust and Gao maintain the right to revoke the entrustment with ten days’ written notice. By virtue of his ownership of Wang
Co, Wang has the power to vote the Transferred Shares. The parties of the Agreement executed this transaction for the purpose of asset
allocation and investment.
Except as set forth in this
Item 4, none of the Reporting Persons has any plans or proposals that relate to or would result in: (a) the acquisition by any person
of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount
of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the
present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure,
including but not limited to, if the issuer is a registered closed-end investment company; (g) changes in the Issuer’s charter,
by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;
(h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any
of those enumerated above.
Item 5. Interest
in Securities of the Issuer
| a) | The aggregate number and percentage of
shares beneficially or directly owned by the Reporting Persons is based upon 3,274,745 ordinary
shares outstanding as of the date hereof, consisting of 3,024,745 Class A ordinary shares
(1 vote per share) and 250,000 Class B ordinary shares (18 votes per share). The Reporting
Persons beneficially own 106,500 Class A ordinary shares, representing 3.52% of the outstanding
Class A ordinary shares, and 250,000 Class B ordinary shares, representing 100% of the outstanding
Class B ordinary shares. |
| b) | Unitrust
and Gao have the sole dispositive power over the 106,500 Class A ordinary shares, representing
3.52% of the outstanding Class A ordinary shares, and the 250,000 Class B ordinary shares,
representing 100% of outstanding Class B ordinary shares. Unitrust and Gao entrust the voting
power of these shares, constituting 61.22% of total voting power of the Issuers, to Wang
Co, over which Wang has full voting control. |
| c) | Other than as described herein, the Reporting
Persons have not effected any transactions in the Issuer’s securities during the 60
days preceding the date of this report. |
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
The information set forth in Items 4 of this Schedule 13D are hereby
incorporated by reference into this Item 6.
SCHEDULE 13D
CUSIP No. G8884K110
Item 7. Materials to be Filed as Exhibits.
SCHEDULE 13D
CUSIP No. G8884K110
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete and correct.
Date: August 18, 2023
| Unitrust Holdings Limited |
| |
| By: |
/s/ Mufang Gao |
| Name: |
Mufang Gao |
| Title: |
director |
| By: |
/s/ Mufang Gao |
| Name: |
Mufang Gao |
| Wang Investor Co. Ltd. |
| |
| By: |
/s/ Zhe Wang |
| Name: |
Zhe Wang |
| Title: |
director |
| By: |
/s/ Zhe Wang |
| Name: |
Zhe Wang |
Exhibit 99.1
JOINT FILING AGREEMENT
The undersigned agree that this Schedule 13D, and any amendments hereto,
relating to the Class A and Class B ordinary shares, par value $0.005 per share, of TIAN RUIXIANG Holdings Ltd., shall be filed on behalf
of the undersigned.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of August 18, 2023.
| Unitrust Holdings Limited |
| |
| By: |
/s/ Mufang Gao |
| Name: |
Mufang Gao |
| Title: |
director |
| By: |
/s/ Mufang Gao |
| Name: |
Mufang Gao |
| Wang Investor Co. Ltd. |
| |
| By: |
/s/ Zhe Wang |
| Name: |
Zhe Wang |
| Title: |
director |
| By: |
/s/ Zhe Wang |
| Name: |
Zhe Wang |
Exhibit 99.2
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