UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2021
Commission File Number: 001-39925
TIAN RUIXIANG Holdings Ltd
30A Jingyuan Art Center, 3 Guangqu Road,
Chaoyang District, Beijing, People’s Republic of China
(010) 87529554
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ¨ No x
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TIAN RUIXIANG Holdings Ltd | |||
| Date: August 10, 2021 | By: | /s/ Zhe Wang | |
| Name: | Zhe Wang | ||
| Title: | Chief Executive Officer | ||
Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release |
| Exhibit 99.1 |
TIAN RUIXIANG Holdings Ltd Reports Financial Results for the Six Months Ended April 30, 2021
BEIJING, August 10, 2021 /PRNewswire/ -- TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company"), a China-based insurance broker, announced today its unaudited financial results for the six months ended April 30, 2021.
Mr. Zhe Wang, Chairman of the board of the directors and Chief Executive Officer of the Company, commented, "During the first half of the fiscal year 2021, we delivered significant growth as our revenue increased by 131.3% to $1.64 million, compared to the same period of the fiscal year 2020. Driven by positive results from our marketing activities and continuous economic recovery from the COVID-19 pandemic in China, we achieved our highest ever half year revenue. However, due to the increased professional fees related to the Company’s initial public offering, our net loss increased by 71.4% to $0.40 million compared to the same period of the fiscal year 2020. Looking forward, we will continue to focus on customers’ needs, expand our core service offerings, improve operational efficiency, and strive to achieve sustainable and high-quality growth to create significant value for our shareholders."
First Half of Fiscal Year 2021 Financial Highlights
| For the Six Months Ended April 30, | |||||
| ($ in millions, except per share data) | 2021 | 2020 | % Change | ||
| Revenue | 1.64 | 0.71 | 131.3% | ||
| Operating expenses | 2.10 | 1.08 | 95.5% | ||
| Loss from operations | (0.46) | (0.37) | 26.6% | ||
| Operating margin | (28.4)% | (52.0)% | 23.6% | ||
| Net loss | (0.40) | (0.24) | 71.4% | ||
| Loss per share | (0.06) | (0.05) | 20.0% | ||
| · | Revenue increased by 131.3% to $1.64 million for the six months ended April 30, 2021, from $0.71 million for the same period of last year, primarily attributable to the growth of our business in China resulting from the increase in our marketing activities. |
| · | Operating expenses increased by 95.5% to $2.10 million for the six months ended April 30, 2021, from $1.08 million for the same period of last year. |
| · | Operating margin was (28.4)% for the six months ended April 30, 2021, compared to (52.0)% for the same period of last year. |
| · | Net loss was $0.40 million for the six months ended April 30, 2021, compared to $0.24 million for the same period of last year. |
· Loss per share was $0.06 for the six months ended April 30, 2021, compared to $0.05 for the same period of last year.
First Half of Fiscal Year 2021 Financial Results
Revenue
Revenue increased by $0.93 million, or 131.3%, to $1.64 million for the six months ended April 30, 2021, from $0.71 million for the same period of last year. This significant increase in revenue was primarily attributable to the growth of our business in China resulting from the increase in our marketing activities. We launched aggressive advertising campaigns to attract new customers.
Operating Expenses
Third party and related party selling and marketing expenses increased by $0.33 million, or 61.6%, to $0.86 million for the six months ended April 30, 2021, from $0.53 million for the same period of last year. The increase in selling and marketing expenses was mainly attributable to the increase in our marketing activities and the launch of aggressive advertising campaigns.
Third party and related party general and administrative expenses increased by $0.70 million, or 128.6%, to $1.24 million for the six months ended April 30, 2021, from $0.54 million for the same period of last year. The increase in general and administrative expenses was primarily attributable to the increased professional fees, compensation and related benefits and travel and entertainment expenses, and partially offset by the decreased rent and related utilities expenses.
Total operating expenses increased by $1.02 million, or 95.5%, to $2.10 million for the six months ended April 30, 2021 from $1.08 million for the same period of last year.
Loss from Operations
Loss from operations was $0.46 million for the six months ended April 30, 2021, compared to $0.37 million for the same period of last year.
The operating margin was (28.4)% for the six months ended April 30, 2021, compared to (52.0)% for the same period of last year.
Other Income (Expense)
Other income (expense) primarily includes interest income from notes receivable and bank deposits, and miscellaneous income. Other income, net, was $0.07 million for the six months ended April 30, 2021, compared to $0.14 million for the same period of last year.
Loss before Income Tax
Loss before income tax was $0.40 million for the six months ended April 30, 2021, compared to $0.23 million for the same period of last year.
Income tax expense was $6,917 for the six months ended April 30, 2021, compared to $4,631 for the same period of last year.
Net Loss and Loss per Share
Net loss was $0.40 million for the six months ended April 30, 2021, compared to $0.24 million for the same period of last year. After deduction of non-controlling interest, net loss attributable to TIRX ordinary shareholders was $0.40 million, or loss per share of $0.06 for the six months ended April 30, 2021, compared to $0.24 million, or loss per share of $0.05 for the same period of last year.
Financial Conditions
As of April 30, 2021, the Company had cash and cash equivalents of $18.16 million, compared to $6.14 million as of October 31, 2020. Total working capital was $18.10 million as of April 30, 2021, compared to $8.27 million as of October 31, 2020.
Net cash provided by operating activities was $1.09 million for the six months ended April 30, 2021, compared to net cash used in operating activities of $0.13 million for the same period of last year.
There were no investing activities for the six months ended April 30, 2021, net cash used in investing activities was $5,935 for the same period of last year.
Net cash provided by financing activities was $10.71 million for the six months ended April 30, 2021, compare to net cash used in financing activities of $0.34 million for the same period of last year.
About TIAN RUIXIANG Holdings Ltd
TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as automobile insurance, commercial property insurance, liability insurance; and (2) life insurance, such as individual and group life insurances. Additionally, the Company also provides risk management services to institutional customers. For more information, visit the company's website at http://ir.tianrx.com/.
Forward-Looking Statements
All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review risk factors that may affect its future results in the Company's registration statement and in its other filings with the SEC.
For investor and media enquiries, please contact:
TIAN RUIXIANG Holdings Ltd
Investor Relations Department
Email: ir@tianrx.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1 917-609-0333
Email: tina.xiao@ascent-ir.com
| TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES | ||||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
| (IN U.S. DOLLARS) | ||||||||
| As of | ||||||||
| April 30, 2021 | October 31, 2020 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash and cash equivalents | $ | 18,160,102 | $ | 6,137,689 | ||||
| Restricted cash | 810,279 | 785,806 | ||||||
| Accounts receivable | 359,268 | 1,247,059 | ||||||
| Deferred offering costs | - | 895,567 | ||||||
| Prepaid expenses and other current assets | 370,584 | 494,476 | ||||||
| Total Current Assets | 19,700,233 | 9,560,597 | ||||||
| NON-CURRENT ASSETS: | ||||||||
| Security deposit - noncurrent portion | 7,813 | 7,419 | ||||||
| Property and equipment, net | 11,824 | 15,097 | ||||||
| Intangible assets, net | 155,791 | 160,219 | ||||||
| Right-of-use assets, operating leases, net | 268,992 | 317,141 | ||||||
| Total Non-current Assets | 444,420 | 499,876 | ||||||
| Total Assets | $ | 20,144,653 | $ | 10,060,473 | ||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Note payable | $ | 75,689 | $ | - | ||||
| VAT and other taxes payable | 525,120 | 548,630 | ||||||
| Salary payable | 353,139 | 129,711 | ||||||
| Accrued liabilities and other payables | 436,906 | 180,394 | ||||||
| Due to related parties | 46,547 | 241,097 | ||||||
| Operating lease liabilities | 144,485 | 170,082 | ||||||
| Operating lease liabilities - related party | 23,213 | 18,737 | ||||||
| Total Current Liabilities | 1,605,099 | 1,288,651 | ||||||
| NON-CURRENT LIABILITIES: | ||||||||
| Operating lease liabilities - noncurrent portion | 91,547 | 123,404 | ||||||
| Operating lease liabilities - related party - noncurrent portion | - | 9,705 | ||||||
| Total Non-current Liabilities | 91,547 | 133,109 | ||||||
| Total Liabilities | 1,696,646 | 1,421,760 | ||||||
| EQUITY: | ||||||||
| TIAN RUIXIANG Holdings Ltd Shareholders' Equity: | ||||||||
| Ordinary shares: $0.001 par value; 50,000,000 shares authorized; | ||||||||
| Class A ordinary shares: $0.001 par value; 47,500,000 shares authorized; 6,825,000 and 3,750,000 shares issued and outstanding at April 30, 2021 and October 31, 2020, respectively | 6,825 | 3,750 | ||||||
| Class B ordinary shares: $0.001 par value; 2,500,000 shares authorized; 1,250,000 shares issued and outstanding at April 30, 2021 and October 31, 2020 | 1,250 | 1,250 | ||||||
| Additional paid-in capital | 17,609,386 | 7,696,468 | ||||||
| Retained earnings | 480,141 | 884,076 | ||||||
| Statutory reserve | 170,066 | 170,066 | ||||||
| Accumulated other comprehensive income (loss) - foreign currency translation adjustment | 179,828 | (117,392 | ) | |||||
| Total TIAN RUIXIANG Holdings Ltd shareholders' equity | 18,447,496 | 8,638,218 | ||||||
| Non-controlling interest | 511 | 495 | ||||||
| Total Equity | 18,448,007 | 8,638,713 | ||||||
| Total Liabilities and Equity | $ | 20,144,653 | $ | 10,060,473 | ||||