6-K

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

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For the month of April 2021

Commission File Number: 001-39925

TIAN RUIXIANG Holdings Ltd

30A Jingyuan Art Center, 3 Guangqu Road,

Chaoyang District, Beijing, People’s Republicof 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):

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TIAN RUIXIANG Holdings Ltd
Date: April 27, 2021	By:	/s/ Zhe Wang
	Name:	Zhe Wang
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit<br><br> <br>No.	Description
99.1	Press Release

Exhibit 99.1

TIAN RUIXIANG HoldingsLtd Reports Fiscal Year 2020 Financial Results

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BEIJING, April 26, 2021 /RPNewswire/ -- TIAN RUIXIANG Holdings Ltd (Nasdaq: TIRX) (the "Company"), a China-based insurance broker, announced today its financial results for the fiscal year ended October 31, 2020.

Fiscal Year 2020 FinancialHighlights

	For the Years Ended October 31,
($'000, except per share data)	2020			2019			% Change
Revenue	$	3,249		$	2,002			62.3	%
Operating expenses	$	2,689		$	1,900			41.6	%
Income from operations	$	560		$	103			445.6	%
Operating margin		17.2	%		5.1	%		12.1	%
Net income attributable to TIRX ordinary shareholders	$	634		$	176			260.7	%
Earnings per share	$	0.13		$	0.04			225.0	%

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·	Revenue increased by 62.3% to $3.25 million for the fiscal year 2020, primarily attributable to the growth<br>of our business resulting from the increase in the number of our sales professionals and activities.
·	Operating expenses increased by 41.6% to $2.69 million for the fiscal year 2020. The increase was primarily<br>related to the increase in selling and marketing expenses.
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·	Operating profit margin was 17.2% for the fiscal year 2020, compared to 5.1% for the same period of last<br>year.
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·	Net income attributable to TIRX ordinary shareholders increased by 260.7% to $0.63 million for the fiscal<br>year 2020, from $0.18 million for the same period of last year.
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·	Earnings per share was $0.13 for the fiscal year 2020, compared to $0.04 for the same period of last year.
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Mr. Zhe Wang, Chairman and Chief Executive Officer of the Company, commented, “Despite the setbacks caused by the COVID-19 outbreak, our revenue realized a 62.3% year-over-year growth for a record revenue of approximately $3.25 million and a 12.1% increase in our operating margin for the fiscal year 2020. The growth was primarily driven by the increased demand for our accidental insurance and our successful implementation of a business strategy to grow our liability insurance business. We will continue to focus on developing our life insurance, institutional risks management services, and our Internet insurance platform Needbao to further diversify our revenue sources. Looking ahead, we expect China’s economy will further recover and support our business growth.”

Fiscal Year 2020 FinancialResults

Revenue

For the fiscal year 2020, revenue increased by $1.25 million, or 62.3%, to $3.25 million from $2.00 million for the same period of last year. The increase in revenue was primarily attributable to the growth of our business resulting from the increase in the number of our sales professionals and the increase in our marketing activities. We launched aggressive advertising campaigns to attract new customers. We also recruited 168 additional sales professionals to sell insurance products.

Operating Expenses

Third party and related party selling and marketing expenses increased by $0.76 million, or 95.4%, to $1.56 million for the fiscal year 2020 from $0.80 million for the same period of last year. The increase in selling and marketing expenses was attributable to the increase in our marketing activities, the launch of aggressive advertising campaigns, and the increase in the number of sales professionals to sell insurance products.

Third party and related party general and administrative expenses increased by $0.03 million, or 2.6%, to $1.13 million for the fiscal year 2020 from $1.10 million for the same period of last year. The increase in general and administrative expenses was primarily attributable to the increased compensation and related benefits expenses and partially offset by the decreased rent and related utilities, professional fees, and travel and entertainment expenses.

Total operating expenses increased by $0.79 million, or 41.6%, to $2.69 million for the fiscal year 2020 from $1.90 million for the same period of last year.

Income from Operations

Income from operations was $0.56 million for the fiscal year 2020, compared to $0.10 million for the same period of last year.

The operating profit margin was 17.2% for the fiscal year 2020, compared to 5.1% for the same period of last year.

Other Income (Expense)

Total other income (expense), primarily includes interest income from notes receivable – related party and bank deposits, interest expense incurred from our third party and related party borrowings, and miscellaneous income, was $0.20 for the fiscal year 2020, compared to $0.31 for the same period of last year.

Income before IncomeTax

Income before income tax was $0.76 million for the fiscal year 2020, compared to $0.41 million for the same period of last year.

Income tax expenses was $0.13 million for the fiscal year 2020, compared to $0.24 million for the same period of last year.

Net Income and EPS

Net income was $0.63 million for the fiscal year 2020, compared to $0.18 million for the same period of last year. After deduction of non-controlling interest, net income attributable to TIRX ordinary shareholders was $0.63 million, or earnings per share of $0.13, for the fiscal year 2020, compared to $0.18 million, or earnings per share of $0.04, for the same period of last year.

Financial Conditions

As of October 31, 2020, the Company had cash and cash equivalents of $6.14 million, compared to $6.24 million as of October 31, 2019. Account receivable was $1.25 million as of October 31, 2020, compared to $0.17 million as of October 31, 2019. As of October 31, 2020, the Company had current assets of $9.56 million and current liabilities of $1.29 million, leading to working capital of $8.27 million, compared to current assets, current liabilities, and working capital of $8.09 million, $0.79 million, and $7.30 million, respectively, as of October 31, 2019.

Net cash used in operating activities was $0.05 million for the fiscal year 2020, compared to net cash provided by operating activities of $0.23 million for the same period of last year. Net cash used in investing activities was $3,457 for the fiscal year 2020, compared to net cash provided by investing activities of $0.04 million for the same period of last year. Net cash used in financing activities was $0.48 million for the fiscal year 2020, compared to $0.87 million for the same period of last year.

Recent Developments

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The COVID-19 outbreak has caused business disruptions beginning in January 2020 in China. Our business was negatively affected due to various government restrictions put in place to attempt to stop the spread of COVID-19: (i) only 60% of the Company’s employees were able to return to work on and around March 1, 2020, which was one month later than usual after the Spring Festival holiday; the remaining 40% of the Company’s employees returned to work by the end of March 2020; and (ii) the Company’s ability to sign on new customers was hindered because it was difficult for its sales personnel to finalize sales without in-person meetings. Therefore, our revenue for the first half of 2020 decreased as compared to the same period of fiscal 2019. However, as of the date of this press release, the COVID-19 outbreak is generally considered under control in China and we have been able to resume our normal business activities since May 2020. In light of the current circumstances, based on available information, it appears that the negative impact of the COVID-19 outbreak on our business was temporary and mainly contained in the first half of fiscal 2020.

However, the extent to which the COVID-19 pandemic may impact the Company’s business, operations and financial results from this point forward will depend on numerous evolving factors that the Company cannot accurately predict. Those factors include the following: the duration and scope of the pandemic; governmental, business and individuals’ actions in response to the pandemic in the future; and any other further development of the COVID-19 pandemic.

About TIAN RUIXIANG Holdings Ltd

TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as automobile insurance, commercial property insurance, liability insurance, accidental insurance; and (2) life insurance, such as individual and group life insurances. For more information, visit the company's website at http://ir.tianrx.com/.

Forward-Looking Statements

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This press releasecontains forward-looking statements. All statements other than statements of historical fact in this press release are forward-lookingstatements. These forward-looking statements involve known and unknown risks and uncertainties, including any future impact of the COVID-19pandemic on our operations, and are based on current expectations and projections about future events and financial trends that the Companybelieves may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify theseforward-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 statementsto reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although theCompany believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectationswill turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated resultsand encourages investors to review other factors that may affect its future results in the Company’s annual report on Form 20-Fand its other filings with the Securities and Exchange Commission.

For more information, please contact Investor Relations at:

Sherry Zheng

Weitian Group LLC

Email: shunyu.zheng@weitian-ir.com

Phone: +1-718-213-7386

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(IN U.S. DOLLARS)

	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

TIAN RUIXIANG HOLDINGS LTD AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(IN U.S. DOLLARS)

			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

All values are in US Dollars.

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