Tian Ruixiang : Notice of 2024 Extraordinary General Meeting of Shareholders To Be Held on - Form 6-K

Notice of 2024 Extraordinary General Meeting of Shareholders

To Be Held on May 6, 2024, at 10:00 A.M. EST

The Meeting and any or all adjournments thereof will be held to approve a share consolidation that,

with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company's memorandum and articles of association (the Share Consolidation);

The foregoing item of business is described in the proxy statement accompanying this notice. The board of directors of the Company (the "Board of Directors") unanimously recommends that the shareholders vote "FOR" for the Share Consolidation.

The Board of Directors has fixed the close of business on April 16, 2024 as the record date (the "Record Date") for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of Ordinary Shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof. The notice of the Meeting, the proxy statement, and the proxy card will be first sent or made available to shareholders on or about April 19, 2024.

Management is soliciting proxies. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and submit it (i) online at www.proxyvote.com, or (ii) by mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

If voting by mail, for the proxy to be valid, the duly completed and signed form of proxy must be received on or before 11:59 p.m. Eastern Time the day before the date of Meeting or any adjournment of the Meeting. For the avoidance of doubt, the proxy need not be a shareholder of the Company.

Beijing, China

April 17, 2024

TIAN RUIXIANG HOLDINGS LTD.

Extraordinary General Meeting of Shareholders

May 6, 2024

10:00 A.M. EST

PROXY STATEMENT

The board of directors (the "Board of Directors") of TIAN RUIXIANG Holdings Ltd. (the "Company") is soliciting proxies for the extraordinary general meeting of shareholders (the "Meeting") of the Company to be held on May 6, 2024 at 10:00 a.m. EST. The Company will hold the Meeting at Room 1001B, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, People's Republic of China, and shareholders will be able to attend in person and via live audio webcast online at www.virtualshareholdermeeting.com/TIRX2024. Shareholders will have equal opportunity to participate at the Meeting and engage with the directors, management, and other shareholders of the Company online, regardless of their geographic location. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Company's current amended and restated memorandum and articles of association.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting in real time. Beneficial shareholders who hold their Class A Ordinary Shares and Class B Ordinary Shares of the Company (collectively, the "Ordinary Shares") through a broker, investment dealer, bank, trust corporation, custodian, nominee, or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guest and view the webcast, but will not be able to participate in or vote at the Meeting.

Only holders of the Ordinary Shares of the Company of record at the close of business on April 16, 2024 (the "Record Date") are entitled to attend and vote at the Meeting or at any adjournment thereof. One or more members holding Ordinary Shares that represent not less than one-third (1/3) of the outstanding Ordinary Shares carrying the right to vote at the Meeting shall form a quorum.

Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder's behalf. A proxy need not be a shareholder of the Company. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote. Each Class B Ordinary Share shall entitle the holder thereof to eighteen (18) votes on all matters subject to vote at the Meeting, and each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at the Meeting.

After carefully reading and considering the information contained in this proxy statement, please vote your shares as soon as possible so that your shares will be represented at the Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.

PROPOSAL TO BE VOTED ON

At the Meeting, an ordinary resolution will be proposed as follows:

Resolved, as an ordinary resolution, that:

with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company's memorandum and articles of association (the Share Consolidation);

The Board of Directors recommends a vote "FOR" the Proposal.

VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES

Shareholders entitled to vote at the Meeting may do so at the Meeting. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set out therein and in this proxy statement and vote it (i) online at www.proxyvote.com, or (ii) by mail to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

PROPOSAL NO. 1

APPROVAL OF THE SHARE CONSOLIDATION OF THE COMPANY'S ORDINARY SHARES

General

The Board of Directors believes that it is in the best interest of the Company and the shareholders, and is hereby soliciting shareholders approval, to effect a share consolidation of the Company's Ordinary Shares at a ratio of one-for-five. The authorised share capital of the Company shall be amended from US$1,000,000 divided into 180,000,000 Class A Ordinary Shares with a par value of US$0.005 each and 20,000,000 Class B Ordinary Shares with a par value of US$0.005 each, to US$1,000,000 divided into 36,000,000 Class A Ordinary Shares with a par value of US$0.025 each and 4,000,000 Class B Ordinary Shares with a par value of US$0.025 each, so that every shareholder holding 5 Class A Ordinary Shares of US$0.005 each will hold 1 Class A Ordinary Share of US$0.025, and every shareholder holding 5 Class B Ordinary Shares of US$0.005 each will hold 1 Class B Ordinary Share of US$0.025, such consolidated shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing Class A Ordinary Shares of US$0.005 and Class B Ordinary Shares of US$0.005 each in the capital of the Company as set out in the Company's articles of association (the "Share Consolidation"), with immediate effect upon the commencement of the fifth business day following the passing of the ordinary resolution or such later date as the Board of Directors may determine in its sole discretion.

The Share Consolidation must be passed by an ordinary resolution which requires the affirmative vote of a simple majority of the votes cast at the Meeting by the shareholders present in person or represented by proxy and entitled to vote at the Meeting.

The Share Consolidation will be implemented simultaneously for all Ordinary Shares. The Share Consolidation will affect all shareholders uniformly and will have no effect on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional shares (see below).

Purpose of the Share Consolidation

The Company's Class A Ordinary Shares are currently listed on the Nasdaq Capital Market ("Nasdaq") under the symbol "TIRX." Among other requirements, the listing maintenance standards established by Nasdaq require the Class A Ordinary Shares to have a minimum closing bid price of at least $1.00 per share. Pursuant to the Nasdaq Marketplace Rule 5550(a)(2) (the "Minimum Bid Price Rule"), if the closing bid price of the Class A Ordinary Shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency notice to the Company. Thereafter, if the Class A Ordinary Shares do not close at a minimum bid price of $1.00 or more for 10 consecutive business days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the Ordinary Shares.

On November 30, 2023, the Company received a written notification from the Nasdaq Stock Market LLC notifying the Company that it was not in compliance with the Minimum Bid Price Rule, and the Company was provided 180 calendar days, or until May 28, 2024, to regain compliance.

To regain compliance with the Minimum Bid Price Rule, the Board of Directors has determined that it is in the best interest of the Company to solicit the approval of the shareholders to effect the Share Consolidation.

In the event the Class A Ordinary Shares were no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to trade its Class A Ordinary Shares on the OTC Bulletin Board or in the "pink sheets." These alternative markets are generally considered to be less efficient than, and not as broad as, Nasdaq, and therefore less desirable. Accordingly, the Board of Directors believes delisting of the Class A Ordinary Shares would likely have a negative impact on the liquidity and market price of the Class A Ordinary Shares and may increase the spread between the "bid" and "ask" prices quoted by market makers.

The Board of Directors has considered the potential harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading price of the Class A Ordinary Shares; and (ii) the liquidity and marketability of the Class A Ordinary Shares. This could reduce the ability of holders of the Class A Ordinary Shares to purchase or sell Class A Ordinary Shares as quickly and as inexpensively as they have done historically. Delisting could also adversely affect the Company's relationships with customers who may perceive the Company's business less favorably, which would have a detrimental effect on the Company's relationships with these entities.

Furthermore, if the Class A Ordinary Shares were no longer listed on Nasdaq, it may reduce the Company's access to capital and cause the Company to have less flexibility in responding to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the Class A Ordinary Shares, which may cause the market price of the Class A Ordinary Shares to decline.

Registration and Trading of our Class A Ordinary Shares

The Share Consolidation will not affect the registration of the Class A Ordinary Shares or the Company's obligation to publicly file financial statements and other information with the U.S. Securities and Exchange Commission. When the Share Consolidation is implemented, the Class A Ordinary Shares will begin trading on a post-split basis on the effective date. In connection with the Share Consolidation, the CUSIP number of the Ordinary Shares (which is an identifier used by participants in the securities industry to identify our Ordinary Shares) will change.

Fractional Shares

No fractional shares shall be issued in connection with the Share Consolidation and all fractional shares (after aggregating all fractional shares that would otherwise be received by a shareholder) resulting from the Share Consolidation shall instead be rounded up to the whole number of shares.

Authorized Shares

At the time the Share Consolidation is effective, the authorized Ordinary Shares will be consolidated at the same ratio. The authorized Ordinary Shares of the Company shall be decreased from 180,000,000 Class A Ordinary Shares with a par value of US$0.005 each and 20,000,000 Class B Ordinary Shares with a par value of US$0.005 each to 36,000,000 Class A Ordinary Shares with a par value of US$0.025 each and 4,000,000 Class B Ordinary Shares with a par value of US$0.025 each.

Street Name Holders of Class A Ordinary Shares

The Company intends for the Share Consolidation to treat shareholders holding Class A Ordinary Shares in street name through a nominee (such as a bank or broker) in the same manner as shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial holders. However, nominees may have different procedures. Accordingly, shareholders holding Class A Ordinary Shares in street name should contact their nominees.

Share Certificates

Mandatory surrender of certificates is not required by our shareholders. The Company's transfer agent will adjust the record books of the Company to reflect the Share Consolidation as of the effective date. New certificates will not be mailed to shareholders.

Resolution

The Board of Directors proposes to solicit shareholders approval to effect the Share Consolidation of the Ordinary Shares at a ratio of one-for-five in the form of a shareholder resolution. The resolution to be put to the shareholders to consider and vote upon at the Meeting are the following:

Resolved, as an ordinary resolution, that:

with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company's memorandum and articles of association (the Share Consolidation);

The proposal will be approved if a simple majority of the total votes duly cast in person or by proxy at the Meeting "FOR" the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.

THE BOARD OF DIRECTORS RECOMMENDS

A VOTE FOR

THE SHARE CONSOLIDATION.

OTHER MATTERS

The Board of Directors is not aware of any other matters to be submitted to the Meeting.

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Tian Ruixiang Holdings Ltd. published this content on 17 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2024 21:03:25 UTC.