Sec Form 13G Filing - Xu Sheng filing for Tian Ruixiang Holdings Ltd (TIRX) - 2024-02-14

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.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

TIAN RUIXIANG Holdings Ltd.

(Name of Issuer)

 

Class A ordinary shares, par value $0.005 per share

(Title of Class of Securities)

 

G8884K110

(CUSIP Number)

 

December 31, 2023

(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)
     
  ¨ Rule 13d-1(c)
     
  x Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  

 

 

 

 

 

CUSIP No. G8884K110 Page 1 of 6

 

1.

Names of Reporting Persons

Xu Sheng Investors Co., Ltd. 

 

2.

Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

British Virgin Islands

 

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

5.

Sole Voting Power

0

 

6.

Shared Voting Power

342,100*

 

7.

Sole Dispositive Power

0

 

8.

Shared Dispositive Power

342,100*

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

342,100*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

¨

11.

Percent of Class Represented by Amount in Row (9)

8.15%**

12.

Type of Reporting Person

FI

 

* Represents 342,100 Class A ordinary shares indirectly held by Sheng Xu through Xu Sheng Investors Co., Ltd. as of December 31, 2023.

 

** Percentage of class is calculated based on 3,949,745 Class A ordinary shares outstanding as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023.

 

 

 

 

CUSIP No. G8884K110 Page 2 of 6

 

1.

Names of Reporting Persons.

Sheng Xu

 

2.

Check the Appropriate Box if a Member of a Group

(a) ¨

(b) ¨

 

3.

SEC Use Only

 

4.

Citizenship or Place of Organization

China

 

Number of Shares

Beneficially

Owned by

Each Reporting

Person With:

5.

Sole Voting Power

0

 

6.

Shared Voting Power

342,100*

 

7.

Sole Dispositive Power

0

 

8.

Shared Dispositive Power

342,100*

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

342,100*

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares

¨

11.

Percent of Class Represented by Amount in Row (9)

8.15%**

12.

Type of Reporting Person

IN

 

* Represents 342,100 Class A ordinary shares indirectly held by Sheng Xu through Xu Sheng Investors Co., Ltd. as of December 31, 2023.

 

**

Percentage of class is calculated based on 3,949,745 Class A ordinary shares as of December 31, 2023, which information was provided by the Issuer to the Reporting Persons on December 31, 2023.

 

 

 

 

CUSIP No. G8884K110 Page 3 of 6

 

ITEM 1.

 

(a) Name of Issuer: TIAN RUIXIANG Holdings Ltd.

 

(b) Address of Issuer’s Principal Executive Offices: Room 1001, 10 / F, No. 25, North East Third Ring Road, Chaoyang District, Beijing, The People’s Republic of China

ITEM 2.

 

2(a) Name of Person Filing:

Xu Sheng Investors Co., Ltd.

Sheng Xu

 

The shares reported herein are directly held by Xu Sheng Investors Co., Ltd. Sheng Xu is the sole shareholder of Xu Sheng Investors Co., Ltd. Accordingly, Sheng Xu may be deemed to indirectly beneficially own the securities of the Issuer held by Xu Sheng Investors Co., Ltd.

 

2(b) Address of Principal Business Office, or if None, Residence:

 

Address of Xu Sheng Investors Co., Ltd.: Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

 

Business address of Sheng Xu: Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

 

2(c) Citizenship:

Xu Sheng Investors Co., Ltd.: British Virgin Islands

Sheng Xu: China

 

2(d) Title of Class of Securities:

Class A ordinary shares, par value $0.005 per share

 

2(e) CUSIP Number:

G8884K110

 

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

Not Applicable.

 

ITEM 4. OWNERSHIP.

 

The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.

 

 

 

 

CUSIP No. G8884K110 Page 4 of 6

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

 

Not applicable.

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Not applicable.

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

 

Not applicable.

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable.

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable.

 

ITEM 10. CERTIFICATIONS.

 

Not applicable.

 

 

 

 

CUSIP No. G8884K110 Page 5 of 6

 

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.

 

Date: February 14, 2024

 

  By: /s/ Sheng Xu
  Name: Sheng Xu

 

  Xu Sheng Investors Co., Ltd.
   
  By: /s/ Sheng Xu
  Name: Sheng Xu
  Title: Director

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

 

 

 

CUSIP No. G8884K110 Page 6 of 6

 

LIST OF EXHIBITS

 

Exhibit No.   Description
99.1   Joint Filing Agreement