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Filing type: Schedule 13D/A (Amendment No. 1) for Tian Ruixiang Holdings Ltd. (Ticker: TIRX). The amendment updates ownership data following a change in the issuer鈥檚 total outstanding shares.
Reporting persons:
- Mufang Gao (individual)
- Unitrust Holdings Ltd.
- Plenty Holdings Company Ltd.
- ES-Shining Unity Holdings Ltd.
Aggregate beneficial ownership (economic):
- Mufang Gao (combined across the three entities) 鈥� 3,250,900 shares, representing 2.65 % of the Class A share class.
- Unitrust Holdings 鈥� 2,008,900 shares (1.64 %).
- Plenty Holdings 鈥� 540,000 shares (0.45 %).
- ES-Shining Unity Holdings 鈥� 702,000 shares (0.58 %).
Holdings comprise (i) Class A ordinary shares, (ii) 1,050,000 Class B ordinary shares that carry 600 votes per share, and (iii) rights to purchase up to 1,009,800 additional Class A shares via warrants/options. All Class B shares are convertible 1-for-1 into Class A shares at the holder鈥檚 option.
Reason for amendment: the only change is the recalculation of ownership percentages based on the issuer鈥檚 newly reported 120,757,154 Class A shares outstanding as of 30 Jun 2025. No new share purchases or sales were reported in the preceding 60 days.
Governance implications: Although Gao鈥檚 economic stake is modest, the super-voting Class B shares materially enhance his voting influence. The complex multi-entity structure centralises dispositive and voting power in Gao, who is the sole director and controlling shareholder of each reporting entity.
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