UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2021
Commission File Number: 001-39925
TIAN RUIXIANG Holdings Ltd
30A Jingyuan Art Center, 3 Guangqu Road,
Chaoyang District, Beijing, People’s Republic of China
(010) 87529554
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIAN RUIXIANG Holdings Ltd | ||
| Date: April 27, 2021 | By: |
/s/ Zhe Wang |
| Name: | Zhe Wang | |
| Title: | Chief Executive Officer | |
| 1 |
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 99.1 | Press Release | |
Exhibit 99.1
TIAN RUIXIANG Holdings Ltd Reports Fiscal Year 2020 Financial Results
BEIJING, April 26, 2021 /RPNewswire/ -- TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company"), a China-based insurance broker, announced today its financial results for the fiscal year ended October 31, 2020.
Fiscal Year 2020 Financial Highlights
| For the Years Ended October 31, | ||||||||||||
| ($'000, except per share data) | 2020 | 2019 | % Change | |||||||||
| Revenue | $ | 3,249 | $ | 2,002 | 62.3 | % | ||||||
| Operating expenses | $ | 2,689 | $ | 1,900 | 41.6 | % | ||||||
| Income from operations | $ | 560 | $ | 103 | 445.6 | % | ||||||
| Operating margin | 17.2 | % | 5.1 | % | 12.1 | % | ||||||
| Net income attributable to TIRX ordinary shareholders | $ | 634 | $ | 176 | 260.7 | % | ||||||
| Earnings per share | $ | 0.13 | $ | 0.04 | 225.0 | % | ||||||
| · | Revenue increased by 62.3% to $3.25 million for the fiscal year 2020, primarily attributable to the growth of our business resulting from the increase in the number of our sales professionals and activities. |
| · | Operating expenses increased by 41.6% to $2.69 million for the fiscal year 2020. The increase was primarily related to the increase in selling and marketing expenses. |
| · | Operating profit margin was 17.2% for the fiscal year 2020, compared to 5.1% for the same period of last year. |
| · | Net income attributable to TIRX ordinary shareholders increased by 260.7% to $0.63 million for the fiscal year 2020, from $0.18 million for the same period of last year. |
| · | Earnings per share was $0.13 for the fiscal year 2020, compared to $0.04 for the same period of last year. |
Mr. Zhe Wang, Chairman and Chief Executive Officer of the Company, commented, “Despite the setbacks caused by the COVID-19 outbreak, our revenue realized a 62.3% year-over-year growth for a record revenue of approximately $3.25 million and a 12.1% increase in our operating margin for the fiscal year 2020. The growth was primarily driven by the increased demand for our accidental insurance and our successful implementation of a business strategy to grow our liability insurance business. We will continue to focus on developing our life insurance, institutional risks management services, and our Internet insurance platform Needbao to further diversify our revenue sources. Looking ahead, we expect China’s economy will further recover and support our business growth.”
Fiscal Year 2020 Financial Results
Revenue
For the fiscal year 2020, revenue increased by $1.25 million, or 62.3%, to $3.25 million from $2.00 million for the same period of last year. The increase in revenue was primarily attributable to the growth of our business resulting from the increase in the number of our sales professionals and the increase in our marketing activities. We launched aggressive advertising campaigns to attract new customers. We also recruited 168 additional sales professionals to sell insurance products.
Operating Expenses
Third party and related party selling and marketing expenses increased by $0.76 million, or 95.4%, to $1.56 million for the fiscal year 2020 from $0.80 million for the same period of last year. The increase in selling and marketing expenses was attributable to the increase in our marketing activities, the launch of aggressive advertising campaigns, and the increase in the number of sales professionals to sell insurance products.
Third party and related party general and administrative expenses increased by $0.03 million, or 2.6%, to $1.13 million for the fiscal year 2020 from $1.10 million for the same period of last year. The increase in general and administrative expenses was primarily attributable to the increased compensation and related benefits expenses and partially offset by the decreased rent and related utilities, professional fees, and travel and entertainment expenses.
Total operating expenses increased by $0.79 million, or 41.6%, to $2.69 million for the fiscal year 2020 from $1.90 million for the same period of last year.
Income from Operations
Income from operations was $0.56 million for the fiscal year 2020, compared to $0.10 million for the same period of last year.
The operating profit margin was 17.2% for the fiscal year 2020, compared to 5.1% for the same period of last year.
Other Income (Expense)
Total other income (expense), primarily includes interest income from notes receivable – related party and bank deposits, interest expense incurred from our third party and related party borrowings, and miscellaneous income, was $0.20 for the fiscal year 2020, compared to $0.31 for the same period of last year.
Income before Income Tax
Income before income tax was $0.76 million for the fiscal year 2020, compared to $0.41 million for the same period of last year.
Income tax expenses was $0.13 million for the fiscal year 2020, compared to $0.24 million for the same period of last year.
Net Income and EPS
Net income was $0.63 million for the fiscal year 2020, compared to $0.18 million for the same period of last year. After deduction of non-controlling interest, net income attributable to TIRX ordinary shareholders was $0.63 million, or earnings per share of $0.13, for the fiscal year 2020, compared to $0.18 million, or earnings per share of $0.04, for the same period of last year.
Financial Conditions
As of October 31, 2020, the Company had cash and cash equivalents of $6.14 million, compared to $6.24 million as of October 31, 2019. Account receivable was $1.25 million as of October 31, 2020, compared to $0.17 million as of October 31, 2019. As of October 31, 2020, the Company had current assets of $9.56 million and current liabilities of $1.29 million, leading to working capital of $8.27 million, compared to current assets, current liabilities, and working capital of $8.09 million, $0.79 million, and $7.30 million, respectively, as of October 31, 2019.
Net cash used in operating activities was $0.05 million for the fiscal year 2020, compared to net cash provided by operating activities of $0.23 million for the same period of last year. Net cash used in investing activities was $3,457 for the fiscal year 2020, compared to net cash provided by investing activities of $0.04 million for the same period of last year. Net cash used in financing activities was $0.48 million for the fiscal year 2020, compared to $0.87 million for the same period of last year.
Recent Developments
The COVID-19 outbreak has caused business disruptions beginning in January 2020 in China. Our business was negatively affected due to various government restrictions put in place to attempt to stop the spread of COVID-19: (i) only 60% of the Company’s employees were able to return to work on and around March 1, 2020, which was one month later than usual after the Spring Festival holiday; the remaining 40% of the Company’s employees returned to work by the end of March 2020; and (ii) the Company’s ability to sign on new customers was hindered because it was difficult for its sales personnel to finalize sales without in-person meetings. Therefore, our revenue for the first half of 2020 decreased as compared to the same period of fiscal 2019. However, as of the date of this press release, the COVID-19 outbreak is generally considered under control in China and we have been able to resume our normal business activities since May 2020. In light of the current circumstances, based on available information, it appears that the negative impact of the COVID-19 outbreak on our business was temporary and mainly contained in the first half of fiscal 2020.
However, the extent to which the COVID-19 pandemic may impact the Company’s business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions in response to the pandemic in the future; and any other further development of the COVID-19 pandemic.
About TIAN RUIXIANG Holdings Ltd
TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as automobile insurance, commercial property insurance, liability insurance, accidental insurance; and (2) life insurance, such as individual and group life insurances. For more information, visit the company's website at http://ir.tianrx.com/.
Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact in this press release are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, including any future impact of the COVID-19 pandemic on our operations, and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s annual report on Form 20-F and its other filings with the Securities and Exchange Commission.
For more information, please contact Investor Relations at:
Sherry Zheng
Weitian Group LLC
Email: shunyu.zheng@weitian-ir.com
Phone: +1-718-213-7386
TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(IN U.S. DOLLARS)
TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN U.S. DOLLARS)
| As of October 31, | ||||||||
| 2020 | 2019 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 6,137,689 | $ | 6,243,029 | ||||
| Restricted cash | 785,806 | 723,557 | ||||||
| Accounts receivable | 1,247,059 | 173,055 | ||||||
| Deferred offering costs | 895,567 | 483,647 | ||||||
| Prepaid expenses and other current assets | 494,476 | 464,856 | ||||||
| Total Current Assets | 9,560,597 | 8,088,144 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Security deposit - noncurrent portion | 7,419 | 6,569 | ||||||
| Property and equipment, net | 15,097 | 20,464 | ||||||
| Intangible assets, net | 160,219 | 170,348 | ||||||
| Right-of-use assets, operating leases, net | 317,141 | 124,101 | ||||||
| Total Non-current Assets | 499,876 | 321,482 | ||||||
| Total Assets | $ | 10,060,473 | $ | 8,409,626 | ||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| VAT and other taxes payable | $ | 548,630 | $ | 318,871 | ||||
| Accrued liabilities and other payables | 310,105 | 187,074 | ||||||
| Due to related parties | 241,097 | 207,081 | ||||||
| Operating lease liabilities | 170,082 | 77,581 | ||||||
| Operating lease liabilities - related party | 18,737 | - | ||||||
| Total Current Liabilities | 1,288,651 | 790,607 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Operating lease liabilities - noncurrent portion | 123,404 | 40,125 | ||||||
| Operating lease liabilities - related party - noncurrent portion | 9,705 | - | ||||||
| Total Non-current Liabilities | 133,109 | 40,125 | ||||||
| Total Liabilities | 1,421,760 | 830,732 | ||||||
| Commitments and Contingencies - (Note 15) | ||||||||
| EQUITY: | ||||||||
| TIAN RUIXIANG Holdings Ltd Shareholders' Equity: | ||||||||
| Ordinary shares, $0.001 par value; 50,000,000 shares authorized; | ||||||||
| 5,000,000 shares issued and outstanding at October 31, 2020 and 2019 * | 5,000 | 5,000 | ||||||
| Additional paid-in capital | 7,696,468 | 7,691,468 | ||||||
| Retained earnings | 884,076 | 301,250 | ||||||
| Statutory reserve | 170,066 | 118,789 | ||||||
| Accumulated other comprehensive loss - foreign currency translation adjustment | (117,392 | ) | (538,087 | ) | ||||
| Total TIAN RUIXIANG Holdings Ltd shareholders' equity | 8,638,218 | 7,578,420 | ||||||
| Non-controlling interest | 495 | 474 | ||||||
| Total Equity | 8,638,713 | 7,578,894 | ||||||
| Total Liabilities and Equity | $ | 10,060,473 | $ | 8,409,626 | ||||
TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN U.S. DOLLARS)