Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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TIAN RUIXIANG Holdings Ltd (Name of Issuer) |
Class A ordinary shares, par value $0.025 per share (Title of Class of Securities) |
G8884K128 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G8884K128 |
| 1 | Names of Reporting Persons
Lan Cheng | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,133,249.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.70 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The numbers in Row 6, 8, and 9 consist of 14,133,249 Class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd (the "Issuer") held by Ucare Holdings Limited. As the sole director and shareholder of Ucare Holdings Limited, Lan Cheng has dispositive and voting power with respect to, and as such, may be deemed to be the beneficial owner of the securities held by Ucare Holdings Limited. The percentage in Row 11 is calculated based on a total of 120,757,154 Class A ordinary shares outstanding as of June 30, 2025, as provided by the Issuer.
SCHEDULE 13G
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| CUSIP No. | G8884K128 |
| 1 | Names of Reporting Persons
Ucare Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
14,133,249.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
11.70 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The numbers in Rows 6, 8, and 9 consist of 14,133,249 Class A ordinary shares, par value $0.025 per share, of TIAN RUIXIANG Holdings Ltd (the "Issuer") held by Ucare Holdings Limited. The percentage in Row 11 is calculated based on a total of 120,757,154 Class A ordinary shares outstanding as of June 30, 2025, as provided by the Issuer.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TIAN RUIXIANG Holdings Ltd | |
| (b) | Address of issuer's principal executive offices:
Room 918, Jingding Building, Xicheng District, District, Beijing, People's Republic of China | |
| Item 2. | ||
| (a) | Name of person filing:
Ucare Holdings Limited. Lan Cheng. The Class A ordinary shares reported herein are directly held by Ucare Holdings Limited. Lan Cheng is the sole director and shareholder of Ucare Holdings Limited. Accordingly, Lan Cheng may be deemed to indirectly beneficially own the Class A ordinary shares of the Issuer held by Ucare Holdings Limited. | |
| (b) | Address or principal business office or, if none, residence:
Ucare Holdings Limited: c/o AMS Trustees Limited: Sea Meadow House, Blackburne Highway, Road Town, Tortola, BVI. Lan Cheng: No. 2, Building 3, No. 25, Xiangjiang Li, Xianggang Road, Jianghan District, Wuhan, China | |
| (c) | Citizenship:
Ucare Holdings Limited: British Virgin Islands Lan Cheng: China | |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.025 per share | |
| (e) | CUSIP No.:
G8884K128 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
14,133,249 | |
| (b) | Percent of class:
11.70% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
14,133,249 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
14,133,249 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 Joint Filing Agreement |