天睿祥 2025年年度报告和过渡报告

FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the fiscal year ended October 31, 2024 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the transition period from _________ to _____________. OR SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 Commission file number: 001-39925 TIAN RUIXIANG Holdings Ltd (Exact name of Registrant as Specified in its Charter) Cayman Islands (Jurisdiction of Incorporation or Organization) Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities registered or to be registered pursuant to Section 12(g) of the Act: (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital stock as of the close of the period covered by 2,334,353 Class A Ordinary Shares, par value $0.025 per share, and 50,000 Class B Ordinary Shares, par value $0.025 per share,as of October 31, 2024. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☐ Table of Contents Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files). Yes ☐ No ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b). ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. Seedefinition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Accelerated filerEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards† provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in thisfiling: International Financial Reporting Standards as issued bytheInternational Accounting Standards Board☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow: Item 17 ☐ Item 18 ☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes◻No ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report. ☐ TABLE OF CONTENTS INTRODUCTION1FORWARD-LOOKING INFORMATION3PART I4ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS4ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE4ITEM 3.KEY INFORMATION4ITEM 4.INFORMATION ON THE COMPANY43ITEM 4A.UNRESOLVED STAFF COMMENTS67ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS67ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES86ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS93ITEM 8.FINANCIAL INFORMATION95ITEM 9.THE OFFER AND LISTING96ITEM 10.ADDITIONAL INFORMATION96ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK109ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES109PART II110ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES110ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDER