6-K
TIAN RUIXIANG HOLDINGS LTD (TIRXF)
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 January 2026
Commission File Number: 001- 39925
TIAN RUIXIANG Holdings Ltd
2107, Block B, Shoudong International
Dongcheng District, Beijing
People’s Republic of China
(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 ¨
EXHIBIT INDEX
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: January 28, 2026 | By: | /s/ Baohai Xu |
| Name: | Baohai Xu | |
| Title: | Chief Executive Officer |
Exhibit 99.1
TIAN RUIXIANG Holdings Ltd
Notice of Annual General Meeting of Shareholders
To Be Held on February 17, 2026, at 10:00 A.M.Beijing Time
NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Meeting”) of the holders of the Class A Ordinary Shares and Class B Ordinary Shares (collectively, the “Ordinary Shares”) of TIAN RUIXIANG Holdings Ltd (the “Company”) will be held at 2107, Block B, Shoudong International, Dongcheng District, Beijing, People’s Republic of China on February 17, 2026, at 10:00 a.m. Beijing Time. Registered shareholders, as well as duly appointed proxyholders, will be able to attend, participate and vote at the Meeting. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Company’s currently effective memorandum and articles of association.
The Meeting and any or all adjournments thereof will be held to approve:
| 1 | Share Capital Increase: by ordinary resolution, |
|---|---|
| with immediate effect, the authorised share<br>capital of the Company be increased from US$200,000,000 consisting of 1,600,000,000 shares comprising of (i) 1,520,000,000 class A ordinary<br>shares of a par value of US$0.125 each, and (ii) 80,000,000 class B ordinary shares of a par value of US$0.125 each, to US$3,750,000,000<br>consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii)<br>28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each. | |
| --- | |
| 2 | Amendment of the M&A: by special resolution, |
| --- | --- |
conditional upon the approval of the Share Capital Increase and to reflect the Share Capital Increase:
The first sentence of paragraph 8 of the currently effective memorandum of association of the Company be amended and restated in its entirety to read as follows (the “Amendmentof the M&A”):
“The authorised share capital of the Company is US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each.”
| 3 | Board Reverse Split Authority: by ordinary resolution, |
|---|---|
| 1. | conditional upon the approval of the Board of<br> Directors in its sole discretion, with effect as of the date the Board of Directors may determine:<br><br> <br><br><br> <br>(i) all<br> of the authorized, issued and outstanding shares of the Company (collectively, the “Shares”) be consolidated, at any<br> one time or multiple times within a period of three (3) years from the date of the Meeting, at the exact consolidation ratio and effective<br> time as the Board of Directors may determine in its sole discretion, provided always that the accumulated consolidation ratio for all<br> such share consolidation(s) (together, the “Authorized Share Consolidations”, and each an “Authorized Share Consolidation”) shall not be less than 2:1 nor greater than 5,000:1, with such consolidated Shares having the same rights and<br> being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s then<br> effective memorandum and articles of association (the Board Reverse Split Authority);<br><br> <br><br><br> <br>(ii) no fractional Shares be issued in connection<br> with the Authorized Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share<br> upon an Authorized Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole<br> Share; and<br><br> <br><br><br> <br>(iii) any change to the Company's authorized<br>share capital in connection with, and as necessary to effect, the Authorized Share Consolidation(s), be and is hereby approved, such<br>amendment to be determined by the Board of Directors in its sole discretion; |
| --- | --- |
| 2. | any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Board Reverse Split Authority and the Authorized Share Consolidations and the Authorized Share Consolidations. |
| --- | --- |
| 4 | Further Amendment of the M&A: by special resolution, |
| --- | --- |
the Company adopting an amended and restated memorandum and articles of association in substitution for, and to the entire exclusion of, the Company's then existing amended and restated memorandum and articles of association, to reflect the relevant Authorized Share Consolidation upon its effectiveness (the “Further Amendmentof the M&A”).
The foregoing item of business is described in the proxy statement accompanying this notice. The board of directors of the Company (the “Board of Directors”) unanimously recommends that the shareholders vote “FOR” for the Further Amendment of the M&A.
The Board of Directors has fixed the close of business on January 21, 2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Meeting or any adjournment thereof. Only holders of Ordinary Shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof. The notice of the Meeting, the proxy statement, and the proxy card will be first sent or made available to shareholders on or about January [30], 2026.
Management is soliciting proxies. Shareholders may vote using any of the following methods:
● By Internet. You mayvote by using the Internet in accordance with the instructions included in the proxy card. The Internet voting procedures are designedto authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions havebeen properly recorded.
● By Email. You mayvote by proxy by marking the enclosed proxy card, dating and signing it, and emailing it according to the email address provided on theenclosed proxy card.
● By Mail. Shareholdersof record as of the Record Date may submit proxies by completing, signing and dating their proxy cards and mailing them to the addressprovided on the enclosed proxy card. If you return your signed proxy but do not indicate your voting preferences, your shares will bevoted on your behalf “FOR” the proposal. Shareholders who hold shares beneficially in street name may provide voting instructionsby mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailingthem to the address provided on the enclosed proxy card.
● By Fax*. Youmay vote by proxy by marking the enclosed proxy card, dating and signing it, and faxing it according to the fax number provided on theenclosed proxy card.*
***● In person at the Meeting.***Shares held in your name as the shareholder of record may be voted in person at the Meeting or at any postponement or adjournment of theMeeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or nomineethat holds your shares giving you the right to vote the shares. Even if you plan to attend the Meeting, we recommend that you also submityour proxy or voting instructions by mail or Internet so that your vote will be counted if you later decide not to attend the Meeting.
If voting by mail, for the proxy to be valid, the duly completed and signed form of proxy must be received on or before 11:59 p.m. Eastern Time the day before the date of Meeting or any adjournment of the Meeting. For the avoidance of doubt, the proxy need not be a shareholder of the Company.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOUPLAN TO ATTEND THE MEETING IN PERSON, PLEASE SUBMIT A PROXY TO HAVE YOUR SHARES VOTED AS PROMPTLY AS POSSIBLE BY USING THE INTERNET, ORBY SIGNING, DATING AND RETURNING BY MAIL THE PROXY CARD ENCLOSED WITH THE PROXY MATERIALS. IF YOU DO NOT RECEIVE THE PROXY MATERIALS INPRINTED FORM AND WOULD LIKE TO SUBMIT A PROXY BY MAIL, YOU MAY REQUEST A PRINTED COPY OF THE PROXY MATERIALS (INCLUDING THE PROXY) ANDSUCH MATERIALS WILL BE SENT TO YOU.
| By Order of the Board of Directors, |
|---|
| /s/ Baohai Xu |
| Baohai Xu |
| Chief Executive Officer, Director, and Chairman of the Board of Directors |
Beijing, China
January 28, 2026
TIAN RUIXIANG Holdings Ltd
Annual General Meeting of Shareholders
February 17, 2026
10:00 A.M. Beijing Time
PROXY STATEMENT
The board of directors (the “Board ofDirectors”) of TIAN RUIXIANG Holdings Ltd (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “Meeting”) of the Company to be held on February 17, 2026 at 10:00 a.m. Beijing Time. The Company will hold the Meeting at Block B, Shoudong International, Dongcheng District, Beijing, People’s Republic of China. Capitalized terms not otherwise defined herein shall have the meanings given to them in the Company’s currently effective memorandum and articles of association.
Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting in real time. Beneficial shareholders who hold their Class A Ordinary Shares and Class B Ordinary Shares of the Company (collectively, the “Ordinary Shares”) through a broker, investment dealer, bank, trust corporation, custodian, nominee, or other intermediary who have not duly appointed themselves as proxyholder will be able to attend as guest and view the webcast, but will not be able to participate in or vote at the Meeting.
Only holders of the Ordinary Shares of the Company of record at the close of business on January 21, 2026 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. One or more members holding in the aggregate not less than one-third of the total issued share capital of the Company present in person or by proxy and entitled to vote shall form a quorum.
Any shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of the Company. Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote. The resolutions put to the vote of the Meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by one or more shareholders present in person or by a proxy who together hold not less than fifteen per cent of the paid up capital of the Company entitled to vote. On a show of hands every shareholder present in person or by proxy and entitled to vote the Meeting shall each have one vote and, on a poll, each Class B Ordinary Share shall entitle the holder thereof to six hundred (600) votes on all matters subject to vote at the Meeting, and each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at the Meeting.
After carefully reading and considering the information contained in this proxy statement, please vote your shares as soon as possible so that your shares will be represented at the Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker or other nominee.
PROPOSALS TO BE VOTED ON
At the Meeting, resolutions will be proposed as follows:
| 1 | Share Capital Increase |
|---|
Resolved, as an ordinary resolution, that:
| with immediate effect, the authorised share capital of the Company be increased from US$200,000,000 consisting of 1,600,000,000 shares comprising of (i) 1,520,000,000 class A ordinary shares of a par value of US$0.125 each, and (ii) 80,000,000 class B ordinary shares of a par value of US$0.125 each, to US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each. | |
|---|---|
| 2. | Amendment of the M&A |
| --- | --- |
Resolved, as a special resolution, that conditional upon the approval of the Share Capital Increase and to reflect the Share Capital Increase:
The first sentence of paragraph 8 of the currently effective memorandum of association of the Company be amended and restated in its entirety to read as follows (the “Amendmentof the M&A”):
“The authorised share capital of the Company is US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each.”
| 3 | Board Reverse Split Authority |
|---|
Resolved, as an ordinary resolution, that:
| 1. | conditional upon the approval of the Board of<br> Directors in its sole discretion, with effect as of the date the Board of Directors may determine:<br><br> <br><br><br> <br>(i) all<br> of the authorized, issued and outstanding shares of the Company (collectively, the “Shares”) be consolidated, at any<br> one time or multiple times within a period of three (3) years from the date of the Meeting, at the exact consolidation ratio and effective<br> time as the Board of Directors may determine in its sole discretion, provided always that the accumulated consolidation ratio for all<br> such share consolidation(s) (together, the “Authorized Share Consolidations”, and each an “Authorized Share Consolidation”) shall not be less than 2:1 nor greater than 5,000:1, with such consolidated Shares having the same rights and<br> being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s then<br> effective memorandum and articles of association (the Board Reverse Split Authority);<br><br> <br><br><br> <br>(ii) no fractional Shares be issued in connection<br> with the Authorized Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share<br> upon an Authorized Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole<br> Share; and<br><br> <br><br><br> <br>(iii) any change to the Company's authorized<br>share capital in connection with, and as necessary to effect, the Authorized Share Consolidation(s), be and is hereby approved, such<br>amendment to be determined by the Board of Directors in its sole discretion; |
|---|---|
| 2. | any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Board Reverse Split Authority and Authorized Share Consolidations. |
| --- | --- |
| 4 | Further Amendment of the M&A |
|---|
Resolved, as a special resolution, that:
the Company adopting an amended and restated memorandum and articles of association in substitution for, and to the entire exclusion of, the Company's then existing amended and restated memorandum and articles of association, to reflect the relevant Authorized Share Consolidation upon its effectiveness. ****
The Board of Directors recommends a vote “FOR”the Proposals.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders may vote using any of the following methods:
● By Internet. You mayvote by using the Internet in accordance with the instructions included in the proxy card. The Internet voting procedures are designedto authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that their instructions havebeen properly recorded.
● By Email. You mayvote by proxy by marking the enclosed proxy card, dating and signing it, and emailing it according to the email address provided on theenclosed proxy card.
● By Mail. Shareholdersof record as of the Record Date may submit proxies by completing, signing and dating their proxy cards and mailing them to the addressprovided on the enclosed proxy card. If you return your signed proxy but do not indicate your voting preferences, your shares will bevoted on your behalf “FOR” the proposal. Shareholders who hold shares beneficially in street name may provide voting instructionsby mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other nominees and mailingthem to the address provided on the enclosed proxy card.
● By Fax*. Youmay vote by proxy by marking the enclosed proxy card, dating and signing it, and faxing it according to the fax number provided on theenclosed proxy card.*
***● In person at the Meeting.***Shares held in your name as the shareholder of record may be voted in person at the Meeting or at any postponement or adjournment of theMeeting. Shares held beneficially in street name may be voted in person only if you obtain a legal proxy from the broker, bank or nomineethat holds your shares giving you the right to vote the shares. Even if you plan to attend the Meeting, we recommend that you also submityour proxy or voting instructions by mail or Internet so that your vote will be counted if you later decide not to attend the Meeting.
PROPOSAL NO. 1
APPROVAL OF THE SHARE CAPITAL INCREASE
General
The Board of Directors believes that it is in the best interest of the Company and the shareholders, and is hereby soliciting shareholders approval, to immediately increase the authorised share capital of the Company from US$200,000,000 consisting of 1,600,000,000 shares comprising of (i) 1,520,000,000 class A ordinary shares of a par value of US$0.125 each, and (ii) 80,000,000 class B ordinary shares of a par value of US$0.125 each, to US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each (the “Share Capital Increase”).
The Share Capital Increase must be passed by an ordinary resolution which requires the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives at the Meeting.
Purpose of the Share Capital Increase
The proposed increase in authorised shares will provide the Company with greater flexibility to issue additional shares in the future for corporate purposes, such as financing activities, acquisitions, employee incentive plans, or other strategic initiatives, without the need for further shareholder approval at that time. The Board believes this increase is necessary to maintain operational agility and support long-term growth.
The Share Capital Increase will not affect the registration of the Class A Ordinary Shares or the Company’s obligation to publicly file financial statements and other information with the U.S. Securities and Exchange Commission.
Resolution
The Board of Directors proposes to solicit shareholders approval for the Share Capital Increase in the form of an ordinary resolution passed by shareholders at the Meeting. The full text of the resolution to be put to the shareholders to consider and vote upon at the Meeting is the following:
"Resolved, as an ordinary resolution, that with immediate effect, the authorised share capital of the Company be increased from US$200,000,000 consisting of 1,600,000,000 shares comprising of (i) 1,520,000,000 class A ordinary shares of a par value of US$0.125 each, and (ii) 80,000,000 class B ordinary shares of a par value of US$0.125 each, to US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each."
The proposal will be approved if a simple majority of the total votes duly cast in person or by proxy at the Meeting “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE SHARE CAPITAL INCREASE.
PROPOSAL NO. 2
Resolution
The Board of Directors proposes to solicit shareholders approval for the Amendment of the M&A in the form of a special resolution passed by shareholders at the Meeting. The full text of the resolution to be put to the shareholders to consider and vote upon at the Meeting is the following:
"Resolved, as a special resolution, that conditional upon the approval of the Share Capital Increase and to reflect the Share Capital Increase:
The first sentence of paragraph 8 of the currently effective memorandum of association of the Company be amended and restated in its entirety to read as follows (the “Amendmentof the M&A”):
“'The authorised share capital of the Company is US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each.'”
The proposal will be approved if not less than two-thirds of the total votes duly cast in person or by proxy at the Meeting “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE AMENDMENT OF THE M&A.
PROPOSAL NO. 3
APPROVAL OF THE BOARD REVERSE SPLIT AUTHORITY
General
The Board of Directors believes that it is in the best interest of the Company and the shareholders, and is hereby soliciting shareholders approval, conditional upon the determination of a consolidation ratio by the board of directors of the Company (the "Board") to effectuate consolidation of all of the authorized, issued and outstanding shares of the Company (collectively, the "Shares") at any one time or multiple times within a period of three (3) years from the date of the Meeting at the consolidation ratio and effective time as the Board may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, the "Authorized ShareConsolidations", and each an "Authorized Share Consolidation") shall not be less than 2:1 nor greater than 5,000:1, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company's then effective memorandum and articles of association(the “Board Reverse SplitAuthority”).
The Board Reverse Split Authority must be passed by an ordinary resolution which requires the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorised representatives at the Meeting.
Purpose of the Board Reverse Split Authority
Given the recent delisting determination from Nasdaq and the Company’s history of bid price non-compliance, the Board seeks this authority to allow for prompt action if further consolidations are needed to regain or maintain compliance with Nasdaq’s Minimum Bid Price Rule without convening additional shareholder meetings. This flexibility is intended to be exercised only if the closing price of the Company’s ordinary shares falls below US$1.00 per share for a consecutive period of 30 trading days (or such other period as the Board may determine), and up to a cumulative 1:5000 ratio within one year from the date of approval. This authority aligns with the Company’s appeal plan to the Nasdaq Hearings Panel and aims to ensure sustained listing status.
Resolution
The Board of Directors proposes to solicit shareholders approval for the Board Reverse Split Authority in the form of an ordinary resolution passed by shareholders at the Meeting. The full text of the resolution to be put to the shareholders to consider and vote upon at the Meeting is the following:
"Resolved, as an ordinary resolution, that:
| 1. | conditional upon the approval of the Board of<br> Directors in its sole discretion, with effect as of the date the Board of Directors may determine:<br><br> <br><br><br> <br>(i) all<br> of the authorized, issued and outstanding shares of the Company (collectively, the “Shares”) be consolidated, at any<br> one time or multiple times within a period of three (3) years from the date of the Meeting, at the exact consolidation ratio and effective<br> time as the Board of Directors may determine in its sole discretion, provided always that the accumulated consolidation ratio for all<br> such share consolidation(s) (together, the “Authorized Share Consolidations”, and each an “Authorized Share Consolidation”) shall not be less than 2:1 nor greater than 5,000:1, with such consolidated Shares having the same rights and<br> being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s then<br> effective memorandum and articles of association (the Board Reverse Split Authority);<br><br> <br><br><br> <br>(ii) no fractional Shares be issued in connection<br>with the Authorized Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share<br>upon an Authorized Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole<br>Share; and |
|---|---|
| (iii) any change to the Company's authorized<br>share capital in connection with, and as necessary to effect, the Authorized Share Consolidation(s), be and is hereby approved, such<br>amendment to be determined by the Board of Directors in its sole discretion; | |
| --- | --- |
| 2. | any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Board Reverse Split Authority and Authorized Share Consolidations." |
The proposal will be approved if a simple majority of the total votes duly cast in person or by proxy at the Meeting “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE BOARD REVERSE SPLIT AUTHORITY.
PROPOSAL NO. 4
Resolution
The Board of Directors proposes to solicit shareholders approval for the Further Amendment of the M&A in the form of a special resolution passed by shareholders at the Meeting. The full text of the resolution to be put to the shareholders to consider and vote upon at the Meeting is the following:
"Resolved, as a special resolution, subject to and immediately following an Authorized Share Consolidation being effected, the Company adopt an amended and restated memorandum and articles of association in substitution for, and to the entire exclusion of, the Company’s then existing amended and restated memorandum and articles of association, to reflect the relevant Authorized Share Consolidation upon its effectiveness."
The proposal will be approved if not less than two-thirds of the total votes duly cast in person or by proxy at the Meeting “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE FURTHER AMENDMENT OF THE M&A.
OTHER MATTERS
The Board of Directors is not aware of any other matters to be submitted to the Meeting.
| By order of the Board of Directors | |
|---|---|
| January 28, 2026 | /s/ Baohai Xu |
| Baohai Xu | |
| Chief Executive Officer |
Exhibit 99.2
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
TIAN RUIXIANG HOLDINGS LTD.
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 17, 2026
The undersigned shareholder of TIAN RUIXIANG Holdings Ltd., a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the Notice of ANNUAL General Meeting of shareholders (the “Meeting”) and the Proxy Statement, each dated January 28, 2026, and hereby appoints ____________________________________ of _______________________________ or, if no person is otherwise specified, the chairman of the Meeting, as proxy, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Meeting of the Company to be held on February 17, 2026, at 10:00 a.m., Eastern Time, at 2107, Block B, Shoudong International, Dongcheng District, Beijing, People’s Republic of China, with the ability given to the shareholders to join virtually at www.virtualshareholdermeeting.com/TIRX2024, and to vote all Class A Ordinary Shares and Class B Ordinary Shares of the Company (collectively, the “Ordinary Shares.”) Each Class B Ordinary Share shall entitle the holder thereof to six hundred (600) votes on all matters subject to vote at the Meeting, and each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at the Meeting. which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below or in the discretion of the proxy if no direction is made and, (ii) in the discretion of the proxy, upon such other business as may properly come before the Meeting, as set forth in the Notice of the Meeting and in the Proxy Statement furnished herewith. Capitalized terms not otherwise defined here shall have the meanings given to them in the Company’s current amended and restated memorandum and articles of association.
This proxy when properly executed will be votedin the manner directed herein by the undersigned shareholder. If the chairman of the meeting is appointed as proxy and no direction ismade, this proxy will be voted FOR the following proposals:
TIAN RUIXIANG Holdings Ltd
FORM OF PROXY FOR ANNUAL GENERAL MEETING OFSHAREHOLDERS
To Be Held on FEBRUARY 17, 2026
THE BOARD RECOMMENDS A VOTE FOR
THE PROPOSALS.
| 1. | PROPOSAL 1: Share Capital Increase, by ordinary resolution, |
|---|
with immediate effect, the authorised share capital of the Company be increased from US$200,000,000 consisting of 1,600,000,000 shares comprising of (i) 1,520,000,000 class A ordinary shares of a par value of US$0.125 each, and (ii) 80,000,000 class B ordinary shares of a par value of US$0.125 each, to US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each.
___ FOR ___ AGAINST ___ ABSTAIN
| 2. | PROPOSAL 2: Amendment of the M&A, by special resolution, |
|---|
conditional upon the approval of the Share Capital Increase and to reflect the Share Capital Increase:
The first sentence of paragraph 8 of the currently effective memorandum of association of the Company be amended and restated in its entirety to read as follows (the “Amendment of the M&A”):
“The authorised share capital of the Company is US$3,750,000,000 consisting of 30,000,000,000 shares comprising of (i) 1,520,000,000 Class A Ordinary Shares of a par value of US$0.125 each, and (ii) 28,480,000,000 Class B Ordinary Shares of a par value of US$0.125 each.”
___ FOR ___ AGAINST ___ ABSTAIN
| 3. | PROPOSAL 3: Board Reverse Split Authority, by ordinary resolution, |
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- conditional upon the approval of the Board of Directors in its sole discretion, with effect as of the date the Board of Directors may determine:
(i) all of the authorized, issued and outstanding shares of the Company (collectively, the “Shares”) be consolidated, at any one time or multiple times within a period of three (3) years from the date of the Meeting, at the exact consolidation ratio and effective time as the Board of Directors may determine in its sole discretion, provided always that the accumulated consolidation ratio for all such share consolidation(s) (together, the “Authorized Share Consolidations”, and each an “Authorized Share Consolidation”) shall not be less than 2:1 nor greater than 5,000:1, with such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the Company’s then effective memorandum and articles of association (the Board Reverse Split Authority);
(ii) no fractional Shares be issued in connection with the Authorized Share Consolidation(s) and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon an Authorized Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and
(iii) any change to the Company's authorized share capital in connection with, and as necessary to effect, the Authorized Share Consolidation(s), be and is hereby approved, such amendment to be determined by the Board of Directors in its sole discretion;
- any one director or officer of the Company be and is hereby authorised, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Board Reverse Split Authority and Authorized Share Consolidations.
___ FOR ___ AGAINST ___ ABSTAIN
| 4. | PROPOSAL 4: Further Amendment of the M&A, by special resolution, |
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the Company adopting an amended and restated memorandum and articles of association in substitution for, and to the entire exclusion of, the Company's then existing amended and restated memorandum and articles of association, to reflect the relevant Authorized Share Consolidation upon its effectiveness (the “FurtherAmendment of the M&A”).
___ FOR ___ AGAINST ___ ABSTAIN
This Proxy is solicited on behalf of the management of TIAN RUIXIANGHoldings Ltd
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposals described above.
TO VOTE ONLINE: www.Transhare.com click on Vote Your Proxy Enter Your Control Number:
TO VOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com
TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616
TO VOTE BY MAIL: Please sign, date and mail to
Proxy Team
Transhare Corporation
17755 US Highway 19 N
Suite 140
Clearwater FL 33764
IMPORTANT: Please date this Proxy and sign exactly as your name or names appear hereon. If shares are held jointly, both owners must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should give their full titles.
Signature of Shareholder
Signature of Joint Shareholder
Dated: