UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 20-F/A

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended October 31, 2020

 

OR

 

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _____________.

 

OR

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of event requiring this shell company report:

 

Commission file number: 001-39925

 

  TIAN RUIXIANG Holdings Ltd  
  (Exact name of Registrant as Specified in its Charter)  

 

  Cayman Islands  
  (Jurisdiction of Incorporation or Organization)   

 

 

30A Jingyuan Art Center, 3 Guangqu Road,

Chaoyang District, Beijing, People’s Republic of China

(010) 87529554 

 
  (Address of Principal Executive Offices)   

 

 

Zhe Wang, Chief Executive Officer

21A Jingyuan Art Center, 3 Guangqu Road,

Chaoyang District, Beijing, People’s Republic of China

(010) 87529554 

 
  (Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person)  

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Ordinary Shares   TIRX   The Nasdaq Stock Market LLC

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 

None

(Title of Class)

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

 

None

(Title of Class)

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock as of the close of the period covered by the annual report.

 

5,000,000 ordinary shares, par value $0.001 per share, as of October 31, 2020.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes   No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer Accelerated filer
Non-accelerated filer Emerging growth company

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

U.S. GAAP International Financial Reporting Standards as issued by the
International Accounting Standards Board
Other

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow: Item 17 Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No  

 

 

 

 

 

  

 Explanatory Note

 

TIAN RUIXIANG Holdings Ltd (the “Company”) is filing this amendment (“Amendment”) to its Annual Report on Form 20-F for the fiscal year ended October 31, 2020 (the “Form 20-F”), which was filed with the Securities and Exchange Commission on April 26, 2021, to submit the Interactive Data File (as defined in Rule 11 of Regulation S-T) with respect to the audited consolidated financial statements of the Company for that fiscal year as an exhibit to the Form 20-F.

 

Except as set forth above, this Amendment does not modify or update any of the disclosures in the Form 20-F. This Amendment is as of the time of filing of the Form 20-F and does not reflect events that may have occurred subsequent to such filing.

  

 

 

  

Item 19. EXHIBITS

 

EXHIBIT INDEX

 

Exhibit
Number
  Description
101. INS   XBRL Instance Document
101. SCH   XBRL Taxonomy Extension Schema Document
101. CAL   XBRL Taxonomy Calculation Linkbase Document
101. DEF   XBRL Taxonomy Extension Definition Linkbase Document
101. LAB   XBRL Taxonomy Extension Label Linkbase Document
101. PRE   XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

  

SIGNATURES

 

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

  TIAN RUIXIANG Holdings Ltd
 
  By: /s/ Zhe Wang  
  Name:   Zhe Wang
  Title: Chairman, Chief Executive Officer, and Director
  Date April 29, 2021

 

 

 

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

October 31, 2020, 2019 and 2018

 

CONTENTS

 
Report of Independent Registered Public Accounting Firm F-2
   
Consolidated Financial Statements:  
   
Consolidated Balance Sheets - As of October 31, 2020 and 2019 F-3
   
Consolidated Statements of Income and Comprehensive Income – For the Years Ended October 31, 2020, 2019 and 2018 F-4 
   
Consolidated Statements of Changes in Equity – For the Years Ended October 31, 2020, 2019 and 2018 F-5
   
Consolidated Statements of Cash Flows – For the Years Ended October 31, 2020, 2019 and 2018 F-6
   
Notes to Consolidated Financial Statements F-7

F-1

 

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Shareholders and the Board of Directors of

Tian Ruixiang Holdings Ltd

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Tian Ruixiang Holding Ltd and Subsidiaries (the “Company”) as of October 31, 2020 and 2019, the related consolidated statements of income and comprehensive income, changes in equity, and cash flows for each of the three years in the period ended October 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

 

/s/ RBSM LLP

 

We have served as the Company’s auditors since 2018.

 

New York, New York

April 26, 2021

 

F-2

 

 

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  

 

* The shares amounts are presented on a retroactive basis.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-3

 

 

 

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(IN U.S. DOLLARS)

 

    For the Years Ended October 31,  
    2020     2019     2018  
REVENUES                  
Commissions   $ 2,954,798     $ 2,002,217     $ 3,087,708  
Risk management services     294,546       -       -  
                         
Total Revenues     3,249,344       2,002,217       3,087,708  
                         
OPERATING EXPENSES                        
Selling and marketing     1,519,783       773,650       1,033,408  
Selling and marketing - related parties     38,426       23,922       -  
General and administrative     373,716       431,305       402,480  
General and administrative - compensation and related benefits     743,062       651,490       166,047  
General and administrative - related parties     14,215       19,180       26,556  
                         
Total Operating Expenses     2,689,202       1,899,547       1,628,491  
                         
INCOME FROM OPERATIONS     560,142       102,670       1,459,217  
                         
OTHER INCOME (EXPENSE)                        
Interest income     88,948       275,168       13,920  
Interest income - related party     102,074       -       -  
Interest expense     -       (18,218 )     (22,439 )
Interest expense - related parties     -       (613 )     (452 )
Other income     8,991       54,988       36,384  
                         
Total Other Income, net     200,013       311,325       27,413  
                         
INCOME BEFORE INCOME TAXES     760,155       413,995       1,486,630  
                         
INCOME TAXES     126,055       238,208       365,192  
                         
NET INCOME   $ 634,100     $ 175,787     $ 1,121,438  
                         
LESS: NET (LOSS) INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST     (3 )     -       9  
                         
NET INCOME ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS   $ 634,103     $ 175,787     $ 1,121,429  
                         
COMPREHENSIVE INCOME:                        
NET INCOME     634,100       175,787       1,121,438  
OTHER COMPREHENSIVE INCOME (LOSS)                        
Unrealized foreign currency translation gain (loss)     420,719       (70,429 )     (598,509 )
COMPREHENSIVE INCOME   $ 1,054,819     $ 105,358     $ 522,929  
LESS: COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO NON-CONTROLLING INTEREST     21       (4 )     (15 )
COMPREHENSIVE INCOME ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS   $ 1,054,798     $ 105,362     $ 522,944  
                         
NET INCOME PER ORDINARY SHARE ATTRIBUTABLE TO TIAN RUIXIANG HOLDINGS LTD ORDINARY SHAREHOLDERS:                        
Basic and diluted *   $ 0.13     $ 0.04     $ 0.22  
                         
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:                        
Basic and diluted *     5,000,000       5,000,000       5,000,000  

 

* The shares and per share amounts are presented on a retroactive basis.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-4

 

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For the Years Ended October 31, 2020, 2019 and 2018

(IN U.S. DOLLARS)

 

    TIAN RUIXIANG HOLDINGS LTD SHAREHOLDERS' EQUITY              
                      (Accumulated           Accumulated              
    Ordinary Shares *     Additional     Deficit)           Other              
    Number of           Paid-in     Retained     Statutory     Comprehensive     Non-controlling     Total  
    Shares     Amount     Capital     Earnings     Reserve     Income (Loss)     Interest     Equity  
Balance, October 31, 2017     5,000,000     $ 5,000     $ 1,459,772     $ (877,177 )   $ -     $ 130,841     $             -     $ 718,436  
                                                                 
Sale of non-controlling interest in subsidiary     -       -       7       -       -       (18 )     493       482  
                                                                 
Shareholders' contribution     -       -       6,231,689       -       -       -       -       6,231,689  
                                                                 
Appropriation to statutory reserve     -       -       -       (29,199 )     29,199       -       -       -  
                                                                 
Net income for the year     -       -       -       1,121,429       -       -       9       1,121,438  
                                                                 
Foreign currency translation adjustment     -       -       -       -       -       (598,485 )     (24 )     (598,509 )
                                                                 
Balance, October 31, 2018     5,000,000       5,000       7,691,468       215,053       29,199       (467,662 )     478       7,473,536  
                                                                 
Appropriation to statutory reserve     -       -       -       (89,590 )     89,590       -       -       -  
                                                                 
Net income for the year     -       -       -       175,787       -       -       -       175,787  
                                                                 
Foreign currency translation adjustment     -       -       -       -       -       (70,425 )     (4 )     (70,429 )
                                                                 
Balance, October 31, 2019     5,000,000       5,000       7,691,468       301,250       118,789       (538,087 )     474       7,578,894  
                                                                 
Capital contribution from shareholders     -       -       5,000       -       -       -       -       5,000  
                                                                 
Appropriation to statutory reserve     -       -       -       (51,277 )     51,277       -       -       -  
                                                                 
Net income (loss) for the year     -       -       -       634,103       -       -       (3 )     634,100  
                                                                 
Foreign currency translation adjustment     -       -       -       -       -       420,695       24       420,719  
                                                                 
Balance, October 31, 2020     5,000,000     $ 5,000     $ 7,696,468     $ 884,076     $ 170,066     $ (117,392 )   $ 495     $ 8,638,713  

 

 

* The shares amounts are presented on a retroactive basis.

 

The accompanying notes are an integral part of these consolidated financial statements.

 

F-5

 

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN U.S. DOLLARS)

 

    For the Years Ended October 31,  
    2020     2019     2018  
CASH FLOWS FROM OPERATING ACTIVITIES:                        
Net income   $ 634,100     $ 175,787     $ 1,121,438  
Adjustments to reconcile net income to net cash (used in) provided by operating activities:                        
Depreciation expense and amortization of intangible assets     27,829       34,713       30,296  
Amortization of right-of-use assets     199,709       -       -  
Loss on disposal of fixed assets     -       -       31  
Changes in operating assets and liabilities:                        
Accounts receivable     (1,021,727 )     91,432       (168,454 )
Security deposit     2,837       (3,963 )     (14,721 )
Prepaid expenses and other current assets     (8,582 )     (356,117 )     (67,186 )
Interest receivable     -       16,745       (10,597 )
Due from related parties     -       447,778       (193,439 )
Insurance premiums payable     -       (198,717 )     208,535  
VAT and other taxes payable     204,532       (56,272 )     214,424  
Accrued liabilities and other payables     108,765       40,826       120,264  
Due to related parties     (6,970 )     36,841       133,955  
Operating lease liabilities - related party     (25,834 )     -       -  
Operating lease liabilities     (162,828 )     -       -  
                         
NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES     (48,169 )     229,053       1,374,546  
                         
CASH FLOWS FROM INVESTING ACTIVITIES:                        
Purchase of property and equipment     (3,457 )     (12,012 )     (9,618 )
Purchase of intangible asset     -       (183,115 )     -  
Payments of notes receivable - related party     (17,158,967 )     -       -  
Proceed received from repayments of notes receivable - related party     17,158,967       232,133       -  
                         
NET CASH (USED IN) PROVIDED BY INVESTING ACTIVITIES     (3,457 )     37,006       (9,618 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES                        
Proceeds received from borrowings     -       -       707,907  
Repayments made for borrowings     -       (369,483 )     (320,169 )
Proceeds received from related parties' borrowings     1,987,256       -       33,632  
Repayments made for related parties' borrowings     (2,099,420 )     (8,400 )     (24,817 )
Payments of offering costs     (371,081 )     (493,899 )     -  
Capital contribution from shareholders     5,000       464       6,090,041  
                         
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES     (478,245 )     (871,318 )     6,486,594  
                         
EFFECT OF EXCHANGE RATE ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH     486,780       (55,593 )     (471,032 )
                         
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH     (43,091 )     (660,852 )     7,380,490  
                         
CASH, CASH EQUIVALENTS AND RESTRICTED CASH  - beginning of year     6,966,586       7,627,438       246,948  
                         
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of year   $ 6,923,495     $ 6,966,586     $ 7,627,438  
                         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                        
Cash paid for:                        
Interest   $ -     $ 33,675     $ 6,944  
Income taxes   $ -     $ 283,267     $ 165,783  
                         
NON-CASH INVESTING AND FINANCING ACTIVITIES                        
Proceeds due from the non-controlling interest owners of Hengbang   $ -     $ -     $ 487  
Payments made by related parties on the Company’s behalf   $ 141,449     $ -     $ -  
                         
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH                        
Cash and cash equivalents at beginning of year   $ 6,243,029     $ 6,712,880     $ 96,096  
Restricted cash at beginning of year     723,557       914,558       150,852  
Total cash, cash equivalents and restricted cash at beginning of year   $ 6,966,586     $ 7,627,438     $ 246,948  
                         
Cash and cash equivalents at end of year   $ 6,137,689     $ 6,243,029     $ 6,712,880  
Restricted cash at end of year     785,806       723,557       914,558  
Total cash, cash equivalents and restricted cash at end of year   $ 6,923,495     $ 6,966,586     $ 7,627,438  

  

The accompanying notes are an integral part of these consolidated financial statements.

 

F-6

 

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

 

TIAN RUIXIANG Holdings Ltd (“TRX” or the “Company”) is a holding company incorporated in the Cayman Islands on March 5, 2019. The Company operates as a broker to sell insurance products in the People’s Republic of China (“PRC” or “China”), through a variable interest entity (“VIE”), Zhejiang Tianruixiang Insurance Broker Co., Ltd. (“TRX ZJ”), which was established on January 18, 2010, and the subsidiaries of the VIE.

 

On March 20, 2019, TRX established a wholly owned subsidiary in Hong Kong, TRX Hong Kong Investment Limited (“TRX HK”), which is a holding company. On April 30, 2019, TRX HK established a Wholly Foreign-Owned Enterprise in China, Beijing Tianruixiang Management Consulting Co., Ltd. (“TRX BJ” or “WFOE”).

 

On May 20, 2019, TRX BJ entered into a series of contractual arrangements, or VIE agreements with TRX ZJ and the sole equity holder of TRX ZJ, through which the Company obtained control and became the primary beneficiary of TRX ZJ, hereinafter referred to as the Reorganization. As a result, TRX ZJ became the Company’s VIE.

 

TRX ZJ formed four subsidiaries in PRC at the following dates:

 

 

Needbao (Beijing) Network Technology Co., Ltd. (“NDB Technology”), incorporated on December 1, 2016 in Beijing and wholly-owned by TRX ZJ

 

 

Tianyi Duowen (Beijing) Network Technology Co., Ltd. (“TYDW Technology”), incorporated on December 12, 2016 in Beijing and wholly-owned by TRX ZJ

 

 

Horgos Hechentongguang Consulting Service Co., Ltd. (“HH Consulting”), incorporated on November 22, 2017 in Horgos Economic District, Xinjiang province and wholly-owned by TRX ZJ and dissolved on July 10, 2020

 

 

Hebei Hengbang Insurance Assessment Co., Ltd. (“Hengbang Insurance”), incorporated on October 27, 2015 in Shijiazhuang and owned 99.8% by TRX ZJ

 

TYDW Technology, and HH Consulting and Hengbang Insurance had not generated any revenues since the dates of their incorporation or acquisition through October 31, 2020 or dissolution.

 

On May 20, 2019, the Company completed its reorganization of the entities under the common control of two majority shareholders, Mr. Zhe Wang and Mrs. Sheng Xu, who is Mr. Zhe Wang’s wife, through their 100% controlled entities incorporated in the British Virgin Islands (“BVI”), and indirectly owned a majority of the equity interests of the Company, its subsidiaries, its VIE and the VIE’s subsidiaries prior to and after the Reorganization. The Company was established as a holding company of TRX BJ. TRX BJ is the primary beneficiary of TRX ZJ, and all of these entities are under common control of the Company’s ultimate controlling shareholders before and after the Reorganization, which results in the consolidation of the Company and has been accounted for as a reorganization of entities under common control at carrying value and for accounting purpose, the reorganization was accounted for as a recapitalization. The consolidated financial statements are prepared on the basis as if the Reorganization became effective as of the beginning of the first period presented in the accompanying consolidated financial statements of the Company. 

 

F-7

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (continued)

 

The following chart illustrates the Company’s corporate structure, including its subsidiaries, consolidated variable interest entity and the VIE’s subsidiaries as of the date of this report:

 

 

 

 

F-8

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (continued)

 

VIE Agreements with TRX ZJ

 

Upon the completion of the reorganization, the Company, through the WFOE, entered into the following contractual arrangements with the VIE and the VIE’s sole shareholder that enabled the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIE, and (2) receive the economic benefits of the VIE that could be significant to the VIE. Accordingly, the WFOE was considered the primary beneficiary of the VIE and had consolidated the VIE and the VIE’s subsidiaries’ financial results of operations, assets and liabilities in the Company’s consolidated financial statements.

 

Contracts that give the Company effective control of the VIE

 

Equity Interest Pledge Agreement

 

Under the Equity Interest Pledge Agreement between WFOE, TRX ZJ and the TRX ZJ Shareholder, the TRX ZJ Shareholder pledged all of its equity interests in TRX ZJ to WFOE to guarantee the performance of TRX ZJ’s obligations under the Exclusive Business Cooperation and Service Agreement. Under the terms of the Equity Pledge Agreement, in the event that TRX ZJ or the TRX ZJ Shareholder breaches their respective contractual obligations under the Exclusive Business Cooperation and Service Agreement, WFOE, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests. The TRX ZJ Shareholder also agreed that upon occurrence of any event of default, as set forth in the Equity Pledge Agreement, WFOE is entitled to dispose of the pledged equity interest in accordance with applicable PRC laws. The TRX ZJ Shareholder further agreed not to dispose of the pledged equity interests or take any actions that would prejudice WFOE’s interest.

 

The Equity Interest Pledge Agreement is effective until all payments due under the Exclusive Business Cooperation and Service Agreement have been paid by TRX ZJ. WFOE shall cancel or terminate the Equity Interest Pledge Agreement upon TRX ZJ’s full payment of fees payable under the Exclusive Business Cooperation and Service Agreement.

 

The purposes of the Equity Interest Pledge Agreement are to (1) guarantee the performance of TRX ZJ’s obligations under the Exclusive Business Cooperation and Service Agreement, (2) make sure the TRX ZJ Shareholder does not transfer or assign the pledged equity interests, or create or allow any encumbrance that would prejudice WFOE’s interests without WFOE’s prior written consent, and (3) provide WFOE control over TRX ZJ. In the event TRX ZJ breaches its contractual obligations under the Exclusive Business Cooperation and Service Agreement, WFOE will be entitled to foreclose on the TRX ZJ Shareholder’ equity interests in TRX ZJ and may (1) exercise its option to purchase or designate third parties to purchase part or all of its equity interests in TRX ZJ and WFOE may terminate the VIE Agreements after acquisition of all equity interests in TRX ZJ or form a new VIE structure with the third parties designated by WFOE; or (2) dispose of the pledged equity interests and be paid in priority out of proceed from the disposal in which case the VIE structure will be terminated.

 

Share Disposal and Exclusive Option to Purchase Agreement

 

Under the Share Disposal and Exclusive Option to Purchase Agreement, the TRX ZJ Shareholder irrevocably granted WFOE (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of their equity interests in TRX ZJ. The option price is equal to the capital paid in by the TRX ZJ Shareholder subject to any appraisal or restrictions required by applicable PRC laws and regulations. As of the date of this report, if WFOE exercised such option, the total option price that would be paid to all of the TRX ZJ Shareholder would be RMB 1, or the lowest amount allowed by law. The option purchase price shall increase in case the TRX ZJ Shareholder makes additional capital contributions to TRX ZJ, including when the registered capital is increased upon TRX ZJ receiving the proceeds from our initial public offering.

 

Under the Share Disposal and Exclusive Option to Purchase Agreement, WFOE may at any time under any circumstances, purchase, or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the TRX ZJ Shareholder’ equity interests in TRX ZJ. The Share Disposal and Exclusive Option to Purchase Agreement, together with the Equity Pledge Agreement, Exclusive Business Cooperation and Service Agreement, and the Proxy Agreement, enable WFOE to exercise effective control over TRX ZJ.

 

The Share Disposal and Exclusive Option to Purchase Agreement remains effective for a term of 20 years and may be renewed at WFOE’s election.

 

F-9

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS (continued)

 

VIE Agreements with TRX ZJ (continued)

 

Proxy Agreement

 

Under the Proxy Agreement, the TRX ZJ Shareholder authorized WFOE to act on its behalf as its exclusive agent and attorney with respect to all rights as shareholder, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that a shareholder is entitled to under PRC laws and the Articles of Association, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of the shareholder the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of TRX ZJ.

 

The term of the Proxy Agreement is the same as the term of the Share Disposal and Exclusive Option to Purchase Agreement. The Proxy Agreement is irrevocable and continuously valid from the date of execution of the Proxy Agreement, so long as the TRX ZJ Shareholder is the shareholder of Company.

 

Contracts that enable the Company to receive substantially all of the economic benefits from the VIE

 

Exclusive Business Cooperation and Service Agreement

 

Pursuant to the Exclusive Business Cooperation and Service Agreement between TRX ZJ and WFOE, WFOE provides TRX ZJ with technical support, consulting services, intellectual services and other management services relating to its day-to-day business operations and management, on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, TRX ZJ granted an irrevocable and exclusive option to WFOE to purchase from TRX ZJ, any or all of its assets at the lowest purchase price permitted under PRC laws. Should WFOE exercise such option, the parties shall enter into a separate asset transfer or similar agreement. For services rendered to TRX ZJ by WFOE under this agreement, WFOE is entitled to collect a service fee calculated based on the time of services rendered multiplied by the corresponding rate, and plus amount of the services fees or ratio decided by the board of directors of WFOE based on the value of services rendered by WFOE and the actual income of TRX ZJ from time to time, which is approximately equal to the net income of TRX ZJ after deduction of the required PRC statutory reserve.

 

Based on the foregoing VIE Agreements, TRX BJ has effective control of TRX ZJ which enables TRX BJ to receive all of the expected residual returns and absorb the expected losses of the VIE and its subsidiaries. Management therefore concludes that the Company, through the above contractual arrangements, has the power to direct the activities that most significantly impact the VIE’s economic performance, bears the risks of and enjoys the rewards normally associated with ownership of the VIE, and therefore the Company is the ultimate primary beneficiary of the VIE. Consequently, the Company consolidates the accounts of TRX ZJ and its subsidiaries for the periods presented herein, in accordance with Accounting Standards Codification (“ASC”) 810-10, Consolidation.

 

The accompanying consolidated financial statements reflect the activities of TRX and each of the following entities:

 

Name

 

Background

 

Ownership

Subsidiaries:

 

 

 

 

TRX HK

 

A Hong Kong company

 

100% owned by TRX

 

 

Incorporated on March 20, 2019

 

 

TRX BJ

 

A PRC limited liability company and a wholly foreign owned enterprise

 

100% owned by TRX HK

 

 

Incorporated on April 30, 2019

 

 

VIE:

 

 

 

 

TRX ZJ

 

A PRC limited liability company

 

VIE

 

 

Incorporated on January 18, 2010

 

 

 

 

Insurance products brokerage service provider

 

 

VIE’s subsidiaries:

 

 

 

 

NDB Technology

 

A PRC limited liability company

 

100% owned by TRX ZJ

 

 

Incorporated on December 1, 2016

 

 

TYDW Technology

 

A PRC limited liability company

 

100% owned by TRX ZJ

 

 

Incorporated on December 12, 2016

 

 

HH Consulting

 

A PRC limited liability company

 

100% owned by TRX ZJ

 

 

Incorporated on November 22, 2017 and dissolved on July 10, 2020

 

 

Hengbang Insurance

 

A PRC limited liability company

 

99.8% owned by TRX ZJ

 

 

Incorporated on October 27, 2015

 

 

F-10

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 2 – BASIS OF PRESENTATION

 

The accompanying consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and with the rules and regulations of the U.S. Securities and Exchange Commission for financial information.

 

The consolidated financial statements include the accounts of the Company and include the assets, liabilities, revenues and expenses of wholly owned subsidiaries, VIE and subsidiaries of the VIE over which the Company exercises control and, when applicable, entity for which the Company has a controlling financial interest or is the primary beneficiary. All inter-company accounts and transactions have been eliminated in consolidation.

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates during the years ended October 31, 2020, 2019 and 2018 include the allowance for doubtful accounts, the useful life of property and equipment and intangible assets, and assumptions used in assessing impairment of long-term assets.

 

Fair Value of Financial Instruments and Fair Value Measurements

 

The Company adopted the guidance of ASC 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

 

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.

 

 

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

 

 

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

 

The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets, Value Added Tax (“VAT”) and other taxes payable, accrued liabilities and other payables, due to related parties, and operating lease liabilities, approximate their fair market value based on the short-term maturity of these instruments.

 

ASC 825-10 “Financial Instruments”, allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

 

Cash and Cash Equivalents

 

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are comprised primarily of money market accounts and bank accounts. At October 31, 2020 and 2019, cash and cash equivalents balances held in China amounted to $6,137,469 and $6,243,029, respectively. At October 31, 2020 and 2019, cash and cash equivalents balances held in United States amounted to $220 and $0, respectively.

 

At October 31, 2020 and 2019, cash on hand and cash held in China’s financial institutions amounted to $6,137,469 and $205,462, respectively. At October 31, 2020 and 2019, cash equivalents balances held in China amounted to $0 and $6,037,567, respectively.

 

Cash in PRC may not be freely transferable to out of the PRC because of exchange control regulations or other reasons. Such restricted cash amounted $6,137,469 and 6,243,029 as of October 31, 2020 and 2019, respectively.

 

F-11

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Restricted Cash

 

In its capacity as an insurance broker, occasionally, the Company collects premiums from certain insureds and remits the premiums to the appropriate insurance carriers. Unremitted insurance premiums are held in a fiduciary capacity bank account until disbursed by the Company to the respective insurance carriers. The unremitted funds are held in a bank for a short period of time, and the Company reports such amounts as restricted cash in the consolidated balance sheets. As of October 31, 2020 and 2019, restricted cash related to premiums collected from insureds amounted to $5,954 and $643, respectively. In addition, the Company as an insurance broker is required to reserve 10% of its registered capital in cash held in an escrow bank account pursuant to the China Insurance Regulatory Commission (“CIRC”). As of October 31, 2020 and 2019, funds held in an escrow bank account, which was recorded as restricted cash, amounted to $779,852 and $722,914, respectively.

 

Concentrations of Credit Risk

 

Currently, the Company’s operations are carried out in China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in China, and by the general state of China’s economy. The Company’s operations in China are subject to specific considerations and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

 

Accounts Receivable and Allowance for Doubtful Accounts

 

Accounts receivable are presented net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses. The Company reviews its accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection.

 

Management believes that its accounts receivable is fully collectable. Therefore, no allowance for doubtful accounts is deemed to be required on its accounts receivable for the years ended October 31, 2020, 2019 and 2018. The Company historically has not experienced uncollectible accounts from customers granted with credit sales.

 

Reserve for Policy Cancellations

 

Managements establishes the policy cancellation reserve based on historical and current data on cancellations. No allowance for cancellation has been recognized for our brokerage business as the Company estimates, based on its past experience that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been minimal to date, are recognized upon notification from the insurance carriers.

 

Property and Equipment

 

Property and equipment are stated at cost less accumulated depreciation, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income/loss in the year of disposition. Estimated useful lives are as follows:

 

 

 

Estimated Useful Life

Office equipment and furniture

 

3 - 5 Years

 

Intangible Assets

 

Intangible assets consist of software and platform and are being amortized on a straight-line method over the estimated useful life of 2 - 10 years.

 

F-12

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Impairment of Long-lived Assets

 

In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment annually, or whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charge for the years ended October 31, 2020, 2019 and 2018.

 

Insurance Premiums Payable

 

Insurance premiums payable represent premium payments that have been received from insureds on the insurance carriers’ behalf, but not yet remitted to the insurance carriers as of the balance sheet dates. As of October 31, 2020 and 2019, insurance premiums payable amounted to $5,876 and $0, respectively, which have been included in accrued liabilities and other payables on the accompanying consolidated balance sheets.

 

Value Added Tax

 

TRX ZJ is subject to a VAT of 6% for providing insurance broker services and insurance related risk management services. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of services provided. The Company reports revenue net of PRC’s VAT for all the years presented on the consolidated statements of income and comprehensive income.

 

Revenue Recognition

 

The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:

 

 

Step 1: Identify the contract with the customer

 

 

Step 2: Identify the performance obligations in the contract

 

 

Step 3: Determine the transaction price

 

 

Step 4: Allocate the transaction price to the performance obligations in the contract

 

 

Step 5: Recognize revenue when the company satisfies a performance obligation

 

In order to identify the performance obligations in a contract with a customer, a company must assess the promised goods or services in the contract and identify each promised goods or service that is distinct. A performance obligation meets ASC 606’s definition of a “distinct” goods or service (or bundle of goods or services) if both of the following criteria are met:

 

 

The customer can benefit from the goods or service either on its own or together with other resources that are readily available to the customer (i.e., the goods or service is capable of being distinct).

 

 

The entity’s promise to transfer the goods or service to the customer is separately identifiable from other promises in the contract (i.e., the promise to transfer the goods or service is distinct within the context of the contract).

 

If a goods or service is not distinct, the goods or service is combined with other promised goods or services until a bundle of goods or services is identified that is distinct.

 

The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties (for example, some sales taxes). The consideration promised in a contract with a customer may include fixed amounts, variable amounts, or both. Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

 

F-13

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Revenue Recognition (continued)

 

The transaction price is allocated to each performance obligation on a relative standalone selling price basis. The transaction price allocated to each performance obligation is recognized when that performance obligation is satisfied, at a point in time or over time as appropriate.

 

Types of revenue:

 

 

Insurance brokerage services fees under contracts with customers to providing insurance brokerage services. The Company does not provide any insurance agent services.

 

 

Risk management services fees under risk management agreements to provide insurance related risk management services to its clients. The Company is paid for its services by its clients pursuant to the terms of the written risk management agreements. Each contract calls for a fixed payment.

 

Revenue recognition criteria:

 

 

For insurance brokerage services fees, the distinct performance obligation is policy placement services. Billing is controlled by the insurance carriers, therefore, the data necessary to reasonably determine the revenue amounts is made available to the Company by the insurance carriers on a monthly basis. Insurance brokerage services are considered to be rendered and completed, and revenue is recognized, at the time an insurance policy becomes effective, that is, when the signed insurance policy is in place and the premium is collected from the insured, which is confirmed by the insurance carriers with their monthly commissions statements submitted to the Company. The Company has met all the criteria of revenue recognition when the premiums are collected by it or the respective insurance carriers and not before, because collectability is not ensured until receipt of the premium. Accordingly, the Company does not accrue any commission prior to the receipt of the related premiums. Generally, at the time when the insurance policy is signed, it is difficult for us to assess the insured’s ability and intention to pay the premium due on the policy. Therefore, it is not possible for us to estimate if we will collect substantially all of the commission to which we will be entitled in exchange for our insurance brokerage services. For this reason, we recognize revenue when the premiums are either collected by us or by the respective insurance carriers and not before, due to the specific practice in the industry.

 

 

The Company recognizes revenue by providing insurance related risk management services under written service contracts with its customers. Revenue related to its service offerings is recognized at a point in time when service is rendered.

 

No allowance for cancellation has been recognized for brokerage business as the Company estimates, based on its past experience that the cancellation of policies rarely occurs. Any subsequent commission adjustments in connection with policy cancellations which have been minimal to date, are recognized upon notification from the insurance carriers. Actual commission adjustments in connection with the cancellation of policies were 1.1%, 1.7% and 0.8% of the total commission revenue for the years ended October 31, 2020, 2019 and 2018, respectively.

 

Occasionally, certain policyholders or insureds might request the Company to assist them for claim process on their behalf with the insurance carriers. The Company generally will spend approximately an hour on the phone with the insurance carriers if such assistance is requested by the insured. Based on historical experience, claim service calls and related labor costs have been minimal. The Company spent approximately 12, 15 and 51 hours in connection with the claim process services provided to the insureds for the years ended October 31, 2020, 2019 and 2018, respectively. Based on historical data, the transaction price does not include any element of consideration that is variable or contingent on the outcome of future events, such as policy cancellations, lapses, and volume of business or claims experience.

 

The Company does not offer promotional payments, customer coupons, rebates or other cash redemption offers to its customers.

 

F-14

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Disaggregation of Revenue

 

The following table sets forth the Company’s revenue based on services for the periods indicated:

 

    Years Ended October 31,  
    2020     2019     2018  
Insurance brokerage services   $ 2,954,798     $ 2,002,217     $ 3,087,708  
Insurance related risk management services     294,546       -       -  
Total revenues   $ 3,249,344     $ 2,002,217     $ 3,087,708  

 

Employee Benefits

 

The Company makes mandatory contributions to the PRC government’s health, retirement benefit and unemployment funds in accordance with the relevant Chinese social security laws. The costs of these payments are charged to the same accounts as the related salary costs in the same period as the related salary costs incurred. Employee benefit costs totaled $104,750, $123,369 and $34,961 for the years ended October 31, 2020, 2019 and 2018, respectively.

 

Research and Development

 

Expenditures for research and product development costs are expensed as incurred. The Company did not incur any research and development costs during the years ended October 31, 2020, 2019 and 2018.

 

Selling and Marketing Expenses

 

All costs related to selling and marketing are expensed as incurred. For the years ended October 31, 2020, 2019 and 2018, selling and marketing costs amounted to $1,558,209, $797,572 and $1,033,408, respectively.

 

Advertising Costs

 

Advertising costs are expensed as incurred and included in the selling and marketing expenses. Advertising costs were $1,117,918, $525,528 and $836,549 for the years ended October 31, 2020, 2019 and 2018, respectively.

 

Deferred Offering Costs

 

Deferred offering costs consist of legal, accounting and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering and that will be charged to stockholders’ equity upon the completion of the Initial Public Offering. Should the Initial Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. As of October 31, 2020 and 2019, deferred offering costs amounted to $895,567 and $483,647, respectively.

 

Income Taxes

 

The Company accounts for income taxes using the asset/liability method prescribed by ASC 740, “Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

 

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of October 31, 2020 and 2019, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. As of October 31, 2020, income tax returns for the tax years ended October 31, 2015 through October 31, 2019 remain open for statutory examination by PRC tax authorities. The Company recognizes interest and penalties related to significant uncertain income tax positions in other expense if any. There were no such interest and penalties as of October 31, 2020 and 2019.

 

F-15

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Foreign Currency Translation

 

The reporting currency of the Company is the U.S. dollar (“USD”). The functional currency of the parent company, TRX, and TRX HK, is the U.S. dollar and the functional currency of TRX BJ, TRX ZJ, NDB Technology, TYDW Technology, HH Consulting, and Hengbang Insurance is the Chinese Renminbi (“RMB”). For the subsidiaries whose functional currency is the RMB, result of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

 

All of the Company’s revenue and expense transactions are transacted in the functional currency of the operating subsidiaries. The Company does not enter into any material transactions in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of the Company.

 

The consolidated balance sheet amounts, with the exception of equity, at October 31, 2020 and 2019 were translated at RMB 6.6912 to $1.00 and at RMB 7.0387 to $1.00, respectively. Equity accounts were stated at their historical rates. The average translation rates applied to consolidated statements of income and cash flows for the years ended October 31, 2020, 2019 and 2018 were RMB 6.9747, RMB 6.8926 and RMB 6.5681 to $1.00, respectively.

 

Comprehensive Income

 

Comprehensive income is comprised of net income and all changes to the statements of equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive income for the years ended October 31, 2020, 2019 and 2018 consisted of net income and unrealized gain (loss) from foreign currency translation adjustment.

 

Commitment and Contingencies

 

In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters. Liabilities for such contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

 

Per Share Data

 

ASC Topic 260 “Earnings per Share,” requires presentation of both basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue ordinary stock were exercised or converted into ordinary stock or resulted in the issuance of ordinary stock that then shared in the earnings of the Company.

 

Basic net income per ordinary share is computed by dividing net income available to ordinary shareholders by the weighted average number of shares of ordinary stock outstanding during the period. Diluted net income per ordinary share is computed by dividing net income by the weighted average number of shares of ordinary stock, ordinary stock equivalents and potentially dilutive securities outstanding during each period. Ordinary stock equivalents are not included in the calculation of diluted income per ordinary share if their effect would be anti-dilutive.

 

The Company did not have any ordinary stock equivalents and potentially dilutive ordinary stock outstanding during the years ended October 31, 2020, 2019 and 2018.

 

F-16

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Non-controlling Interest

 

On November 7, 2017, TRX ZJ sold a 0.2% equity interest in Hengbang Insurance to two third party individuals. As of October 31, 2020, these two individuals aggregately owned 0.2% of the equity interests of Hengbang Insurance, which is not under the Company’s control.

 

Segment Reporting

 

ASC 280 “Segment reporting” establishes standards for reporting information on operating segments in interim and annual financial statements. The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision maker is the Chief Executive Officer (“CEO”) and chairman of the Company, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company has determined that it has one reportable business segments. All of the Company’s customers are in the PRC and all revenue is derived from the provision of insurance brokerage services and insurance related risk management services.

 

Related Parties

 

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions.

 

Fiscal Year End

 

The Company has adopted a fiscal year end of October 31st.

 

Reclassification

 

Certain prior period amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the previously reported financial position, results of operations and cash flows.

 

Reverse Stock Split

 

The Company effected a one-for-two reverse stock split on April 14, 2020. All share and per share information has been retroactively adjusted to reflect this reverse stock split. 

 

Recent Accounting Pronouncements

 

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which removes Step 2 from the goodwill impairment test. An entity will apply a one-step quantitative test and record the amount of goodwill impairment as the excess of a reporting unit’s carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The new guidance does not amend the optional qualitative assessment of goodwill impairment. A public business entity that is a U.S. Securities and Exchange Commission filer should adopt the amendments in this ASU for its annual or any interim goodwill impairment test in fiscal years beginning after December 15, 2019. ASU 2017-4 will have no impact on the Company’s consolidated financial statements.

 

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The objective of ASU 2018-13 is to improve the effectiveness of disclosures in the notes to the financial statements by removing, modifying, and adding certain fair value disclosure requirements to facilitate clear communication of the information required by generally accepted accounting principles. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019 with early adoption permitted upon issuance of this ASU. The adoption of ASU 2018-13 will have no impact on the Company’s consolidated financial statements.

 

F-17

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 

Recent Accounting Pronouncements (continued)

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (“Topic 326”). The ASU introduces a new accounting model, the Current Expected Credit Losses model (“CECL”), which requires earlier recognition of credit losses and additional disclosures related to credit risk. The CECL model utilizes a lifetime expected credit loss measurement objective for the recognition of credit losses at the time the financial asset is originated or acquired. ASU 2016-13 is effective for annual period beginning after December 15, 2022, including interim reporting periods within those annual reporting periods. The Company expects that the adoption will not have a material impact.

 

Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.

 

NOTE 4 – VARIABLE INTEREST ENTITY AND OTHER CONSOLIDATION MATTERS

 

On May 20, 2019, TRX BJ entered into VIE Agreements with TRX ZJ and the sole shareholder of TRX ZJ. The key terms of these VIE Agreements are summarized in “NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS” above. As a result of the VIE Agreements, the Company classifies TRX ZJ as a VIE.

 

A VIE is an entity that has either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. TRX BJ is deemed to have a controlling financial interest and be the primary beneficiary of TRX ZJ, because it has both of the following characteristics:

 

 

1.

Power to direct activities of a VIE that most significantly impact the entity’s economic performance, and

 

2.

Obligation to absorb losses of the entity that could potentially be significant to the VIE or right to receive benefits from the entity that could potentially be significant to the VIE.

 

Pursuant to the VIE Agreements, TRX ZJ pays service fees equal to all of its net income to TRX BJ. At the same time, TRX BJ is entitled to receive all of TRX ZJ’s expected residual returns. The VIE Agreements are designed so that TRX ZJ operates for the benefit of the Company. Accordingly, the accounts of TRX ZJ are consolidated in the accompanying financial statements pursuant to ASC 810-10, Consolidation. In addition, its financial positions and results of operations are included in the Company’s consolidated financial statements.

 

In addition, as all of these VIE Agreements are governed by PRC law and provide for the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could further limit the Company’s ability to enforce these VIE Agreements. Furthermore, these contracts may not be enforceable in China if PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event the Company is unable to enforce these VIE Agreements, it may not be able to exert effective control over TRX ZJ and its ability to conduct its business may be materially and adversely affected.

 

All of the Company’s main current operations are conducted through TRX ZJ and its subsidiaries. Current regulations in China permit TRX ZJ to pay dividends to the Company only out of its accumulated distributable profits, if any, determined in accordance with its article of association and PRC accounting standards and regulations. The ability of TRX ZJ to make dividends and other payments to the Company may be restricted by factors including changes in applicable foreign exchange and other laws and regulations.

 

F-18

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 4 – VARIABLE INTEREST ENTITY AND OTHER CONSOLIDATION MATTERS (continued)

 

The following consolidated financial information of the VIE and its subsidiaries as a whole as of October 31, 2020 and 2019 and for the years ended October 31, 2020, 2019 and 2018 was included in the accompanying consolidated financial statements of the Company. Intercompany transactions between the VIE and VIE’s subsidiaries are eliminated in the financial information presented below: 

 

    As of October 31,  
    2020     2019  
Cash and cash equivalents   $ 6,137,444     $ 6,243,029  
Restricted cash     785,806       723,557  
Accounts receivable     1,247,059       173,055  
Other current assets     1,390,094       948,503  
Right-of-use assets, operating lease     317,141       124,101  
Other non-current assets     182,735       197,381  
Total Assets     10,060,279       8,409,626  
                 
VAT and other taxes payable     548,630       318,871  
Other current liabilities     738,633       471,736  
Non-current liabilities     133,109       40,125  
Total Liabilities     1,420,372       830,732  
                 
Net assets   $ 8,639,907     $ 7,578,894  

 

    Years Ended October 31,  
    2020     2019     2018  
Revenues   $ 3,249,344     $ 2,002,217     $ 3,087,708  
Income from operations     566,336       102,670       1,459,217  
Net income   $ 640,294     $ 175,787     $ 1,121,438  

 

NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

At October 31, 2020 and 2019, prepaid expenses and other current assets consisted of the following:

 

    October 31, 2020     October 31, 2019  
Prepaid professional fees (1)   $ 457,123     $ 391,544  
Security deposit     14,091       16,691  
Deferred tax assets     12,952       -  
Other     10,310       56,621  
    $ 494,476     $ 464,856  

 

(1)

Prepaid professional fees mainly relate to cash paid in advance for consulting and advisory service. These amounts are recognized as expense over the related service periods.

 

NOTE 6 – PROPERTY AND EQUIPMENT

 

At October 31, 2020 and 2019, property and equipment consisted of the following:

 

    Useful Life   October 31, 2020     October 31, 2019  
Office equipment and furniture   3 – 5 Years   $ 53,144     $ 47,095  
Less: accumulated depreciation         (38,047 )     (26,631 )
        $ 15,097     $ 20,464  

 

For the years ended October 31, 2020, 2019 and 2018, depreciation expense amounted to $9,625, $8,677 and $7,237, respectively, which was included in operating expenses.

 

F-19

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 7 – INTANGIBLE ASSETS

 

At October 31, 2020 and 2019, intangible assets consisted of the following:

 

    Useful Life   October 31, 2020     October 31, 2019  
Software and platform   2 – 10 Years   $ 188,626     $ 222,112  
Less: accumulated amortization         (28,407 )     (51,764 )
        $ 160,219     $ 170,348  

 

For the years ended October 31, 2020, 2019 and 2018, amortization expense amounted to $18,204, $26,036 and $23,059, respectively, which was included in operating expenses. 

 

Amortization of intangible assets attributable to future periods is as follows:

 

For the Year Ending October 31:   Amortization
Amount
 
2021   $ 18,863  
2022     18,863  
2023     18,863  
2024     18,863  
2025 and thereafter     84,767  
    $ 160,219  

 

NOTE 8 – VAT AND OTHER TAXES PAYABLE

 

At October 31, 2020 and 2019, VAT and other taxes payable consisted of the following:

 

    October 31, 2020     October 31, 2019  
Income taxes payable   $ 459,714     $ 299,908  
VAT payable     86,715       16,407  
Other     2,201       2,556  
    $ 548,630     $ 318,871  

 

NOTE 9 – ACCRUED LIABILITIES AND OTHER PAYABLES

 

At October 31, 2020 and 2019, accrued liabilities and other payables consisted of the following:

 

    October 31, 2020     October 31, 2019  
Accrued professional service fees   $ 155,356     $ 98,772  
Accrued payroll liability     129,711       72,570  
Other     25,038       15,732  
    $ 310,105     $ 187,074  

F-20

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 10 – RELATED PARTY TRANSACTIONS

 

Services Provided by Related Parties

 

From time to time, the Company’s related parties provide services to the Company. The Company recognized related party expenses of $38,426, $23,922 and $13,468 for the years ended October 31, 2020, 2019 and 2018, which have been included in selling and marketing – related parties and general and administrative – related parties, respectively, on the accompanying consolidated statements of income and comprehensive income.

 

Office Space from Related Party

 

The Company leases office space from WDZG Consulting, which owns 100% of TRX ZJ. For the years ended October 31, 2020, 2019 and 2018, rent expense related to office leases from WDZG Consulting amounted approximately $14,000, $19,000 and $13,000, respectively, which have been included in general and administrative – related parties on the accompanying consolidated statements of income and comprehensive income.

 

As of October 31, 2020 and 2019, operating lease liabilities related to the related party office lease was $28,442 and $0, respectively, which have been included in operating lease liabilities – related party (current and noncurrent) on the accompanying consolidated balance sheets.

 

Loan to Related Party and Interest Income – Related Party

 

On March 19, 2020, the Company originated a note receivable to a related party in the principal amount of RMB 38,914,847 (approximately $5.6 million). This note had a maturity date of April 30, 2020. The annual interest rate for this note was 1.00%. The principal and related interest were fully collected in April 2020.

 

On May 1, 2020, the Company originated a note receivable to a related party in the principal amount of RMB 40,260,000 (approximately $5.8 million). This note had a maturity date of August 31, 2020. The annual interest rate for the note was 4.35%. As of October 31, 2020, the outstanding principal and related interest were fully collected.

 

On August 14, 2020, the Company originated a note receivable to a related party in the principal amount of RMB 40,503,802 (approximately $5.8 million). This note had a maturity date of November 11, 2020. The annual interest rate for the note was 1.90%. As of October 31, 2020, the outstanding principal and related interest were fully collected.

 

The Company did not make any loans to any related party in 2019 and 2018.

 

The interest income related to related party notes was $102,074 for the years ended October 31, 2020, which have been included in interest income – related party on the accompanying consolidated statements of income and comprehensive income.

 

Borrowings from Related Parties and Interest Expense – Related Parties

 

From time to time, the Company acquired loans from various related parties to fund its operations. These loans were due within one year and were unsecured and uncollateralized, and cannot be renewed upon maturities. The annual interest rates for these loans ranged from 6.5% to 10.0%. As of October 31, 2019, all of outstanding principal of related parties’ borrowings and related interest due were fully repaid.

 

In fiscal 2020, the Company borrowed $2,128,705 from related parties for working capital needs and repaid $2,099,420 to related parties. The related parties’ borrowings are short-term in nature, non-interest bearing, unsecured and repayable on demand.

 

For the years ended October 31, 2020, 2019 and 2018, interest expense related to related parties’ loans amounted to $0, $613 and $452, respectively, which have been included in interest expense – related parties in the accompanying consolidated statements of income and comprehensive income.

 

F-21

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 10 – RELATED PARTY TRANSACTIONS (continued)

 

Due to Related Parties

 

At October 31, 2020 and 2019, due to related parties consisted of the following:

 

Name of related party   October 31, 2020     October 31, 2019  
Beijing Ruibozhongying Technology Development Co., Ltd. (1)   $ 238,642     $ -  
WDZG Consulting     2,455       157,800  
Sheng Xu (2)     -       49,281  
    $ 241,097     $ 207,081  

 

(1)  An entity controlled by WDZG Consulting

(2)  Sheng Xu holds 35% of WDZG Consulting’s shares and she is the spouse of Zhe Wang

 

The balances of due to related parties represent expenses paid by these related parties on behalf of the Company. The related parties’ payables are short-term in nature, non-interest bearing, unsecured and repayable on demand.

 

NOTE 11 – INCOME TAXES

 

Cayman Islands

 

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.

 

Hong Kong

 

TRX HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. The applicable tax rate is 16.5% on its taxable income generated from operations in Hong Kong. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Additionally, payments of dividends by the subsidiary incorporated in Hong Kong to the Company are not subject to any Hong Kong withholding tax.

 

United States

 

The Company and its Subsidiaries have no presence in the United States and does not conduct business in the United States, so therefore no United States Income Tax should be imposed upon the Company and its Subsidiaries.

 

PRC

 

TRX ZJ, NDB Technology, TYDW Technology, HH Consulting, and Hengbang Insurance were incorporated in the PRC and are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant PRC income tax laws. On March 16, 2007, the National People’s Congress enacted a new enterprise income tax law, which took effect on January 1, 2008. The law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises. In the years ended October 31, 2020, 2019 and 2018, NDB Technology, TYDW Technology and Hengbang Insurance were each recognized as small low-profit enterprise and received preferential income tax rate. HH Consulting is subject to a preferential income tax rate of 0% for a period of five years commencing June 2018, as it was incorporated in the Horgos Economic District, Xinjiang province.

 

Under the PRC Enterprise Income Tax Law, or the EIT Law, we may be classified as a “resident enterprise” of China, which could result in unfavorable tax consequences to us and our non-PRC shareholders.

 

F-22

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 11 – INCOME TAXES (continued)

 

PRC (continued)

 

The reconciliations of the statutory income tax rate and the Company’s effective income tax rate are as follows:

 

    For the Years Ended October 31,  
    2020     2019     2018  
Hong Kong statutory income tax rate     16.5 %     16.5 %     16.5 %
Valuation allowance recognized with respect to the loss in the Hong Kong company     (16.5 )%     (16.5 )%     (16.5 )%
PRC statutory income tax rate     25.0 %     25.0 %     25.0 %
Effect of income tax exemptions and reliefs in the PRC companies     (9.8 )%     0.0 %     (0.4 )%
Effect of non-deductible expenses in the PRC companies     1.4 %     32.5 %     0.0 %
Total     16.6 %     57.5 %*     24.6 %

 

* It primarily represents TRX ZJ’s branches and subsidiaries’ loss of approximately $720,000 (RMB 4,963,479) that are not deductible in TRX’s income tax return.

 

Aggregate undistributed earnings of the Company’s subsidiary, VIE and VIE’s subsidiaries located in the PRC that are available for distribution at October 31, 2020 are considered to be indefinitely reinvested and accordingly, no provision has been made for the Chinese dividend withholding taxes that would be payable upon the distribution of those amounts to any entity within the Company that is outside of the PRC.

 

The Company does not have any present plan to pay any cash dividends on its ordinary shares in the foreseeable future. It intends to retain most of its available funds and any future earnings for use in the operation and expansion of its business. As of October 31, 2020 and 2019, the Company has not declared any dividends.

 

As of October 31, 2020 and 2019, the Company had no significant uncertain tax positions that qualify for either recognition or disclosure in the financial statements. As of October 31, 2020, income tax returns for the tax years ended October 31, 2015 through October 31, 2019 remain open for statutory examination by PRC tax authorities.

 

The uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. Based on the outcome of any future examinations, or as a result of the expiration of statute of limitations for specific jurisdictions, it is reasonably possible that the related unrecognized tax benefits for tax positions taken regarding previously filed tax returns, might materially change from those recorded as liabilities for uncertain tax positions in the Company’s consolidated financial statements as of October 31, 2020 and 2019. In addition, the outcome of these examinations may impact the valuation of certain deferred tax assets (such as net operating losses) in future periods. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits, if any, as a component of other expense. The Company does not anticipate any significant increases or decreases to its liability for unrecognized tax benefits within the next twelve months.

 

According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of income taxes is due to computational errors made by the taxpayer. The statute of limitations will be extended to five years under special circumstances, which are not clearly defined, but an underpayment of income tax liability exceeding RMB100,000 (approximately $15,000) is specifically listed as a special circumstance. In the case of a transfer pricing related adjustment, the statute of limitations is ten years. There is no statute of limitations in the case of tax evasion.

 

Accounting for Uncertainty in Income Taxes

 

The tax authority of the PRC government conducts periodic and ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings. Therefore, the Company’s PRC entities’ tax filings results are subject to change. It is therefore uncertain as to whether the PRC tax authority may take different views about the Company’s PRC entities’ tax filings, which may lead to additional tax liabilities.

 

ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and concluded that no provision for uncertainty in income taxes was necessary as of October 31, 2020 and 2019.

 

F-23

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 12 – EQUITY

 

The equity structures as of October 31, 2020 and 2019 was presented after giving retroactive effect to the reorganization of the Company that was completed in the fiscal year 2019. Immediately before and after the reorganization, the shareholders of TRX ZJ controlled TRX. Therefore, for accounting purposes, the reorganization is accounted for as a transaction of entities under common control.

 

Shareholders’ Contribution

 

During the year ended October 31, 2020, the Company’s shareholders contributed $5,000 to the Company for working capital needs and the Company recorded an increase in additional paid-in capital.

 

During the year ended October 31, 2018, TRX ZJ’s shareholder contributed $6,231,689 to the Company for working capital needs and the Company recorded an increase in additional paid-in capital.

 

NOTE 13 - STATUTORY RESERVE

 

TRX ZJ, NDB Technology, TYDW Technology, HH Consulting, and Hengbang Insurance operate in the PRC and are required to reserve 10% of their net profit after income tax, as determined in accordance with the PRC accounting rules and regulations. Appropriation to the statutory reserve by the Company is based on profit arrived at under PRC accounting standards for business enterprises for each year. The profit arrived at must be set off against any accumulated losses sustained by the Company in prior years, before an allocation is made to the statutory reserve. Appropriation to the statutory reserve must be made before distribution of dividends to shareholders. The appropriation is required until the statutory reserve reaches 50% of the registered capital. This statutory reserve is not distributable in the form of cash dividends.

 

During the years ended October 31 2020, 2019 and 2018, the Company made appropriation to the statutory reserve account in the amounts of $51,277, $89,590 and $29,199, respectively.

 

NOTE 14 – NON-CONTROLLING INTEREST

 

As of October 31, 2020, two third party individuals owned 0.2% of the equity interests of Hengbang Insurance, which is not under the Company’s control. The following was a summary of non-controlling interest activities in the years ended October 31, 2020, 2019 and 2018.

 

    Amount  
Non-controlling interest at October 31, 2017   $ -  
Non-controlling interest’s share of contribution in subsidiary     493  
Net income attributable to non-controlling interest     9  
Foreign currency translation adjustment attributable to non-controlling interest     (24 )
Non-controlling interest at October 31, 2018     478  
Net income attributable to non-controlling interest     -  
Foreign currency translation adjustment attributable to non-controlling interest     (4 )
Non-controlling interest at October 31, 2019     474  
Net loss attributable to non-controlling interest     (3 )
Foreign currency translation adjustment attributable to non-controlling interest     24  
Non-controlling interest at October 31, 2020   $ 495  

F-24

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 15 – COMMITMENTS AND CONTINCENGIES

 

Contingencies

 

From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.

 

Operating Leases Commitment

 

The Company is a party to leases for office space. Rent expense under all operating leases, included in operating expenses in the accompanying consolidated statements of income and comprehensive income, amounted to approximately $186,000, $190,000 and $143,000 for the years ended October 31, 2020, 2019 and 2018, respectively.

 

The Company adopted ASU 2016-02, Leases (Topic 842), this new accounting standard, on November 1, 2018. Supplemental cash flow information related to leases for the years ended October 31, 2020 and 2019 is as follows:

 

    Years Ended October 31,  
    2020     2019  
Cash paid for amounts included in the measurement of lease liabilities:            
Operating cash flows paid for operating lease   $ 141,445     $ 76,971  
Right-of-use assets obtained in exchange for lease obligation:                
Operating lease   $ 378,719     $ 192,723  

 

The following table summarizes the lease term and discount rate for the Company’s operating lease as of October 31, 2020:

 

    Operating Lease  
Weighted average remaining lease term (in years)     2.16  
Weighted average discount rate     4.75 %

 

The following table summarizes the maturity of lease liabilities under operating lease as of October 31, 2020:

 

For the Year Ending October 31:   Operating Lease  
2021   $ 199,426  
2022     95,403  
2023 and thereafter     42,947  
Total lease payments     337,776  
Amount of lease payments representing interest     (15,848 )
Total present value of operating lease liabilities   $ 321,928  
         
Current portion   $ 188,819  
Long-term portion     133,109  
Total   $ 321,928  

F-25

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 15 – COMMITMENTS AND CONTINCENGIES (continued)

 

Variable Interest Entity Structure

 

In the opinion of the management, (i) the corporate structure of the Company is in compliance with existing PRC laws and regulations; (ii) the Contractual Arrangements are valid and binding, and do not result in any violation of PRC laws or regulations currently in effect; and (iii) the business operations of WFOE, VIE and VIE’s subsidiaries are in compliance with existing PRC laws and regulations in all material respects.

 

However, there are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations. Accordingly, the Company cannot be assured that PRC regulatory authorities will not ultimately take a contrary view to the foregoing opinion of its management. If the current corporate structure of the Company or the Contractual Arrangements is found to be in violation of any existing or future PRC laws and regulations, the Company may be required to restructure its corporate structure and operations in the PRC to comply with changing and new PRC laws and regulations. In the opinion of management, the likelihood of loss in respect of the Company’s current corporate structure or the VIE Agreements is remote based on current facts and circumstances.

 

NOTE 16 – CONCENTRATIONS

 

Concentrations of Credit Risk

 

Balances at financial institutions and state-owned banks within the PRC are covered by insurance up to RMB 500,000 (approximately $75,000) per bank. Any balance over RMB 500,000 per bank in PRC will not be covered. At October 31, 2020 and 2019, cash, cash equivalents and restricted cash balances held in the PRC are $6,680,162 and $6,966,586, of which, $6,593,426 and $6,693,923 were not covered by such limited insurance, respectively. The Company has not experienced any losses in accounts held in PRC’s financial institutions and believes it is not exposed to any risks on its cash, cash equivalents and restricted cash held in the PRC’s financial institutions.

 

Insurance Carriers

 

The following table sets forth information as to each insurance carrier that accounted for 10% or more of the Company’s revenue for the years ended October 31, 2020, 2019 and 2018.

 

      For the Years Ended October 31,  
Carrier     2020     2019     2018  

A

      17 %    

 

*    

 

*

B

      16 %     12 %    

 

*

C

      11 %     24 %    

 

*

D

     

 

*     22 %    

 

*

E

     

 

*     19 %     32 %

F

     

 

*    

 

*     14 %

 

*Less than 10%

 

Two insurance carriers, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable at October 31, 2020, accounted for 57.3% of the Company’s total outstanding accounts receivable at October 31, 2020.

 

Four insurance carriers, whose outstanding receivable accounted for 10% or more of the Company’s total outstanding accounts receivable at October 31, 2019, accounted for 71.8% of the Company’s total outstanding accounts receivable at October 31, 2019.

 

Suppliers

 

No supplier accounted for 10% or more of the Company’s purchase during the years ended October 31, 2020, 2019 and 2018.

 

F-26

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 17 – RESTRICTED NET ASSETS

 

As of October 31, 2020, the Company’s operations are conducted through its PRC subsidiaries, which can only pay dividends out of their retained earnings determined in accordance with the accounting standards and regulations in the PRC and after they have met the PRC requirements for appropriation to statutory reserve. In addition, a majority of the Company’s businesses and assets are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices, shipping documents and signed contracts. These currency exchange control procedures imposed by the PRC government authorities may restrict the ability of the Company’s PRC subsidiary to transfer their net assets to the TIAN RUIXIANG Holdings Ltd (the “Parent Company”) through loans, advances or cash dividends.

 

Schedule I of Article 5-04 of Regulation S-X requires the condensed financial information of the parent company to be filed when the restricted net assets of consolidated subsidiaries exceed 25 percent of consolidated net assets as of the end of the most recently completed fiscal year. For purposes of this test, restricted net assets of consolidated subsidiaries shall mean that amount of the registrant’s proportionate share of net assets of its consolidated subsidiaries (after intercompany eliminations) which as of the end of the most recent fiscal year may not be transferred to the parent company in the form of loans, advances or cash dividends without the consent of a third party. The restricted net assets of the Company’s PRC subsidiary amounted to approximately $8,640,000 and $7,578,000 as of October 31, 2020 and 2019, respectively.

 

The Company’s PRC subsidiary’ net assets as of October 31, 2020 and 2019 exceeded 25% of the Company’s consolidated net assets. Accordingly, Parent Company’s condensed financial statements have been prepared in accordance with Rule 5-04 and Rule 12-04 of SEC Regulation S-X, and are as follows.

 

F-27

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 17 – RESTRICTED NET ASSETS (continued)

 

Condensed Financial Information of the Parent Company

 

The Parent Company’s condensed financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the Parent Company accounts for its subsidiaries using the equity method. Refer to the consolidated financial statements and notes presented above for additional information and disclosures with respect to these financial statements.

 

Parent Company’s Condensed Balance Sheets
       
    As of  
    October 31, 2020     October 31, 2019  
ASSETS            
CURRENT ASSETS:                
Cash and cash equivalents   $ 220     $ -  
Deferred offering costs     20       -  
Total Current Assets     240       -  
NON-CURRENT ASSETS:                
Investment in subsidiaries     8,638,773       7,578,894  
Total Non-current Assets     8,638,773       7,578,894  
Total Assets   $ 8,639,013     $ 7,578,894  
LIABILITIES AND EQUITY                
CURRENT LIABILITIES:                
Accrued liabilities and other payables   $ 300     $ -  
Total Current Liabilities     300       -  
Total Liabilities     300       -  
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     (117,392 )     (538,087 )
Non-controlling interest     495       474  
Total Equity     8,638,713       7,578,894  
Total Liabilities and Equity   $ 8,639,013     $ 7,578,894  

 

* The shares amounts are presented on a retroactive basis.

 

F-28

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 17 – RESTRICTED NET ASSETS (continued)

 

Condensed Financial Information of the Parent Company (continued)

 

Parent Company’s Condensed Statements of Operations
 
    For the Years Ended October 31,  
    2020     2019     2018  
Revenue   $  -     $ -     $ -  
Operating expense     5,060       -       -  
Loss attributable to Parent Company only     (5,060 )     -       -  
Share of income from investment in subsidiaries     639,160       175,787       1,121,438  
Net income   $ 634,100     $ 175,787     $ 1,121,438  

 

Parent Company’s Condensed Statements of Cash Flows
 
    For the Years Ended October 31,  
    2020     2019     2018  
CASH FLOWS FROM OPERATING ACTIVITIES:                        
Net income   $ 634,100     $ 175,787     $ 1,121,438  
Adjustments to reconcile net income to net cash used in operating activities:                        
Share of income from investment in subsidiaries     (639,160 )     (175,787 )     (1,121,438 )
Changes in operating assets and liabilities:                        
Accrued liabilities and other payables     300       -       -  
NET CASH USED IN OPERATING ACTIVITIES     (4,760 )     -       -  
                         
CASH FLOWS FROM INVESTING ACTIVITIES:                        
NET CASH PROVIDED BY INVESTING ACTIVITIES     -       -       -  
                         
CASH FLOWS FROM FINANCING ACTIVITIES:                        
Payments of offering costs     (20 )     -       -  
Capital contribution from shareholders     5,000       -       -  
NET CASH PROVIDED BY FINANCING ACTIVITIES     4,980       -       -  
                         
NET INCREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH     220       -       -  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - beginning of year     -       -       -  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH - end of year   $ 220     $ -     $ -  

 

Basis of Preparation

 

The condensed financial information of the Parent Company has been prepared using the same accounting policies as set out in the consolidated financial statements except that the Company used the equity method to account for investment in its subsidiaries.

 

Certain information and footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been condensed or omitted. The Parent Company only financial information has been derived from the Company’s consolidated financial statements and should be read in conjunction with the Company’s consolidated financial statements.

 

F-29

 

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 17 – RESTRICTED NET ASSETS (continued)

 

Condensed Financial Information of the Parent Company (continued)

 

Investment in Subsidiaries

 

The Company and its subsidiaries were included in the consolidated financial statements where the inter-company balances and transactions were eliminated upon consolidation. For purpose of the Parent Company’s stand-alone financial statements, its investments in subsidiaries were reported using the equity method of accounting. Such investment is presented as “Investment in subsidiaries” on the condensed balance sheets and the subsidiaries’ income is presented as “Share of income from investment in subsidiaries” in the condensed statements of operations.

 

NOTE 18SUBSEQUENT EVENTS 

 

On January 29, 2021, the Company closed its initial public offering (“IPO”) of 3,000,000 Class A ordinary shares, par value $0.001 per ordinary share, at a public offering price of $4 per share. The Company received aggregate gross proceeds of $12 million, before deducting underwriting discounts and other related expenses.

 

On February 2, 2021, Network 1 Financial Securities, Inc. exercised the over-allotment option to purchase an additional 75,000 ordinary shares at a price of $4.00 per share. The closing for the sale of over-allotment shares took place on February 4, 2021. The Company received aggregate gross proceeds of $0.3 million, before deducting underwriting discounts and other related expenses.

 

The Company has not timely filed its initial annual report on this Form 20-F, for the fiscal year ended October 31, 2020. On April 21, 2021, the Company received a notice (the "Notice") from the Nasdaq Stock Market LLC ("Nasdaq"), indicating that, as a result of not having timely filed the Company’s initial annual report, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Securities and Exchange Commission. The Notice has no immediate impact on the listing of the Company's securities, which will continue to trade on Nasdaq, subject to the Company's compliance with other continued listing requirements of Nasdaq. Nasdaq requires the Company to submit a plan no later than May 5, 2021 to regain compliance. If Nasdaq accepts the plan, Nasdaq can grant the Company an exception of up to 180 calendar days from the due date of the Form 20-F, or until August 27, 2021, to regain compliance.

 

F-30