Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

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 2025

Commission File Number: 001- 39925

TIAN RUIXIANG Holdings Ltd.

Room 918, Jingding Building,

Xicheng District, District, Beijing,

Xicheng District, 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 ¨

Entry Into Material Definitive Agreements

On January 7, 2025, TIAN RUIXIANG Holdings Ltd., an exempted company with limited liability formed in the Cayman Islands (the “Company”), entered into a subscription agreement (the “Subscription Agreement”) with Unitrust Holding Limited (“Unitrust”), a British Virgin Islands company with a principal business address at Room 918, Jingding Building, Xicheng District, Beijing, China. As of the date of this report, Unitrust holds 570,100 Class A ordinary shares and 50,000 Class B ordinary shares of the Company, constituting approximately 17% of the Company’s total voting power. In addition, Mufang Gao, the sole director and controlling shareholder of Unitrust, is the mother-in-law of the Company’s CEO, Sheng Xu. Pursuant to the Subscription Agreement, the Company agreed to sell to Unitrust, and Unitrust agreed to purchase from the Company, 1,000,000 Class B ordinary shares (the “Shares”), at a purchase price of $2.31 per share, for an aggregate purchase price of $2,310,000. On January 6, 2025, the last trading price of the Class A ordinary shares on Nasdaq was $1.82. The purchase price of the Class B ordinary shares was determined based on a third-party valuation report dated January 7, 2025 (the “Valuation Report”) commissioned by the Company, reflecting a premium attributed to the voting and conversion rights associated with the Class B ordinary shares. In accordance with the Company’s Amended and Restated Memorandum and Articles of Association, each Class B ordinary share entitles the holder thereof to eighteen (18) votes, while each Class A ordinary share entitles the holder thereof to one (1) vote, on matters subject to vote at general meetings of the Company; each Class B ordinary share is convertible into one (1) Class A ordinary share at any time at the option of the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares in any event. The Company’s board of directors (the “Board”) and the audit committee of the Board have approved the entry into the Subscription Agreement and the transaction contemplated thereby. The closing of the transaction contemplated hereby is expected to take place before January 26, 2025, or such other date the Company and Unitrust may agree upon in writing. After the closing of the transaction, Unitrust will hold approximately 73% of the Company’s total voting power.

The foregoing descriptions of the Subscription Agreement and Valuation Report do not purport to be complete and are qualified in their entirety by reference to the full text of each of the Subscription Agreement and Valuation Report, which are filed as Exhibits 10.1 and 10.2, respectively, to this Form 6-K.

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 10, 2025	By:	/s/ Sheng Xu
	Name:	Sheng Xu
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Subscription Agreement dated January 7, 2025 by and between the Company and Unitrust
10.2		Valuation Reported dated January 7, 2025 by King Kee Appraisal and Advisory Limited

Exhibit 10.1

THIS SUBSCRIPTION AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).

本认购协议（本“协议”）与向非美国人士（见协议中定义）邀约出售证券的离岸交易相关，并遵循美国1933年证券法及其修订案（“证券法”）下的S条例（见协议中定义）。

NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

本协议相关证券未根据证券法或美国其它证券法注册，且除非进行该等注册，该证券不得直接或间接在美国境内或向美国人士（见协议中定义）邀约或出售，但是符合证券法S条例中条款的、根据证券法下有效注册声明的、或根据证券法注册规定的可用豁免、或不受证券法注册规定的交易的，且在上述各种情况下均符合相关州证券法的情况除外。

SUBSCRIPTION AGREEMENT

认购协议

This Agreement is dated as of January 7, 2025 (the “Execution Date”) by and between TIAN RUIXIANG Holdings Ltd, a Cayman Islands exempted company (the “Company”), and Unitrust Holding Limited (the “Purchaser”).

本协议于2025年1月7日（“签署日”）由TIAN RUIXIANG Holdings Ltd, 一家开曼公司（以下称“公司”）和Unitrust Holding Limited （以下称“认购人”）所签订。

W I T N E S S E T H:

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to the provisions of Regulation S (“Regulation S”) promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, securities of the Company as more fully described in this Agreement (collectively, the “Offering”).

NOW, THEREFORE, in consideration of and subject to the mutual agreements, terms and conditions herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and the Purchaser agree as follows:

兹证明：

鉴于，受制于本协议的条款和条件并根据证券法下美国证券交易委员会（以下简称“证交会”）颁布的S条例的条款（以下简称“S条例”），公司希望发行并向认购人销售本协议下文中更详细描述的公司证券，而认购人希望从公司购买该公司证券（以下简称“邀约”）。

现于此，根据并受制于本协议中包含的共同协议、条款和条件（公司和认购人均确认收到这些共同协议、条款和条件并确认其充分性），公司及认购人同意：

PURCHASE AND SALE OF CLASS B ORDINARY SHARES, AND RELEVANT RIGHTS

1.             B类普通股的购买和销售，以及相关权益

1.1            Purchase and Sale of Class B Ordinary Shares. Subject to the terms and conditions set forth herein, the Company is offering to the Purchaser the number of class B ordinary shares of the Company, par value $0.025 per share (each, a “Class B Ordinary Share”, and collectively, the “Class B Ordinary Shares” or “Shares”), set forth on the signature page herein, at a per share price of $2.31 for a total purchase price of $2,310,000 (the “Purchase Price”).

1.1            B类普通股的购买和销售。受制于本协议中的条款和条件，公司向认购人邀约销售一定数量的票面价值$0.025美元的公司B类普通股（以下称 “B类普通股”, 或 “股票”），向认购人邀约销售的B类普通股具体数量见本协议的签字页。B类普通股的每股价格为2.31美元，总购买价格为2,310,000美元（总称为“购买价格”）。

1.2            Closing. The closing of the transactions contemplated hereby (the “Closing”) shall take place before January 26, 2025, or such other date the Company and the Purchaser may agree upon in writing (such date and time being called the “Closing Date”).

(a)             At the Closing, subject to Section 2 below, the Purchaser shall pay the Purchase Price by wire transfer in immediately available funds to a bank account as specified by the Company. Such wire transfer remitted to the Company shall be accompanied by information identifying the Purchaser, the subscription, the Purchaser’s corporate identification number and address; and

(b)             At the Closing, the Company shall issue the Shares to the Purchaser and update the Company’s register of members to reflect the issuance of the Shares to the Purchaser.

1.2            交割。本协议中拟进行的交易的交割（以下称“交割”）应于2025年1月26日前或公司和认购人书面同意的其他日期，进行（相应的日期和时间称为“交割日期”）;

(a)             在交割时，受制于下文的条款2，认购人应以银行电汇形式将立即可得的资金支付到公司指定的银行账户。这些往公司的电汇应附有相关信息以确认认购人、认购情况、认购人的统一社会信用代码和地址。

(b)             在交割时，公司应向认购人发行股份，并更新公司股东名册以反映该等股份已向认购人发行。

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

公司的陈述和保证

The Company represents and warrants to the Purchaser that:

公司向认购人陈述和保证：

1.3            The Company is duly incorporated in the Cayman Islands and is validly existing in good standing under the laws of the Cayman Islands. The Company and each of its direct and indirect subsidiaries that have been consolidated with the Company in its audited financial statements for the year ended October 31, 2023 or any such entity subsequently acquired (each, a “Subsidiary”, and collectively, the “Subsidiaries”) are not in violation of any of the provisions of their respective articles of incorporation, by-laws or other organizational or charter documents, each as amended where applicable (the “Internal Documents”). Each of the Company and Subsidiaries is qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the location of its respective properties or the conduct of its respective business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, liabilities, results of operations, condition (financial or otherwise), properties or prospects of the Company on a consolidated basis.

2.1  公司在开曼群岛依法成立并在开曼群岛法律下合法存在并有良好的经营持续性。公司及每一个合并进其经审计的2023年10月31日结束的财政年度的财务报表的直接子公司和间接子公司，或者任何一个随后被合并的实体（每一个称为一个“子公司”），均没有违反它们各自的公司成立协议、公司章程或其他组织或章程类文件及可能的经过修订的此类文件（称为“内部文件”）中的任何条款。公司及其任何一个子公司在其每个有资产和商业行为的管辖区内都具有合法资格作为外国公司进行经营并有良好的经营持续性，除了一些管辖区，如果公司不能在这些区域内有合法资格经营也不会在财务报表合并的基础上对公司的商业行为、资产、负债、经营结果、情况（财务或其他）、财产或其他方面产生重大不良影响。

1.4             Each of the Company and the Subsidiaries has all power and authority to conduct its respective business as presently conducted and as proposed to be conducted as described in the SEC Reports (as defined herein). The Company has all power and authority to (i) enter into and perform its obligations under this Agreement and (ii) issue, sell and deliver the Shares. The execution and delivery of this Agreement and the issuance, sale and delivery of the Shares have been duly authorized by all necessary corporate action. Once executed and delivered, this Agreement will constitute the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under the securities laws and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).

2.2  公司及其每一个子公司都拥有全部的权力和授权以进行其目前正在进行和证交会报告（见协议中定义）中描述的将进行的商业行为。公司拥有全部的权利和授权（i）签订和履行本协议下的义务；以及（ii）发行、销售和送达股票。本协议的签署和递送以及股票的发行、销售和送达都已经过所有必要的公司行为合法授权。一旦签署并送达，本协议将构成对于公司有效和有约束力的执行义务，除非受到适用的破产、解散、重组、延期偿付或其他目前或之后生效的相似的，与债权人的权利相关或会对其造成影响的法律的限制，包括和欺诈性转移和优先转让相关的法规和其他法律的影响，但不包括本协议中没有表述的公司按照证券法和受制于一般性的衡平法原则的限制进行补偿和分担的义务的可执行性（无论这一可执行性是在法律或衡平法的程序下讨论）。

1.5             The Shares will be duly and validly issued, fully paid and non-assessable, and free from all taxes or liens with respect to the issuance thereof and shall not be subject to preemptive rights, rights of first refusal and/or other similar rights of shareholders of the Company and/or any other person.

2.3  股票将是合法有效发行的、缴足股款并不加缴的，且没有所有和发行有关的税收或留置权，并且不受制于公司的股东和/或其他个人的优先购买权、优先承购权和/或其他相似权利。

1.6             No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement by the Company or the consummation of any of the transactions contemplated hereby or thereby, and/or (ii) could reasonably be expected to have a material adverse effect on the Company’s operations.

2.4  不存在任何和公司或其财产有关的，未决的或在公司知道的范围内可能针对公司的法庭或政府机构、权力机关或主体或仲裁机构行为、诉讼，可以合理预期到（i）将会对本协议的执行或协议中拟进行的交易造成重大不良影响，和/或（ii）将会对公司的经营造成重大不良影响。

1.7            The Company is not (i) in material violation or material default of any provision of its Internal Documents; (ii) in default or material violation of the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; and/or (iii) in default or material violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, as applicable.

2.5  公司没有（i）违反或违背其内部文件的任一条款；（ii）违反或违背任何公司在其中作为一方当事人的或受到约束的或其财产受到约束的债券、合同、租赁合同、保证、契约、票据协议、贷款协议或其他协议、义务、条件、契约或融资工具的任何条款；和/或（iii）违反或违背对公司或其任何财产拥有管辖权的法庭、监管主体、管理机构、政府主体、仲裁机构或其他权力主体的适用于公司的的任何法规、法律、规则、条例、判决、法令。

1.8             Assuming the accuracy of the Purchaser’s representations and warranties set forth in this Agreement, the Company is not required (i) to register the offer and sale of the Shares to the Purchaser in the manner contemplated herein under the Securities Act, or (ii) to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization (including The Nasdaq Stock Market LLC) or other person in connection with the execution, delivery and performance of this Agreement, except that, if required by the Nasdaq Listing Rules, the Company will submit a Listing of Additional Shares Notification Form to Nasdaq in connection with the transactions contemplated hereby.

2.6  假设本协议下文认购人的陈述和保证的准确性，公司不需要（i）在证券法下注册按照本协议的方式拟对认购人进行的股票邀约和出售，（ii）获取任何法院或其他联邦、州、地方或者其他政府机构和自治机构（包括纳斯达克股票市场）的，或者任何与本协议签署，送达和履行相关的人士的任何同意，豁免，授权或者决议，送达任何通知，进行任何备案或注册，除非，如果纳斯达克上市规则要求，公司将向纳斯达克提交与本协议项下交易相关的《额外股票上市通知表》。

1.9             The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under any provision of any mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or its properties or assets. Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transaction contemplated hereby, will result in the imposition of any security interest upon the Shares.

2.7  本协议的签署和送达以及拟根据本协议进行的交易不会和任何适用于公司或其财产或资产的保证、债券、租赁合同或其他合同或融资工具、许可、特许权、经销权、执照、判决、法令、法规、法律、规则或条例相冲突，也不会造成和此相关的违约（无论是否得到通知或经过时间推移，或两者兼有）或引起任何义务的终止、取消或加速，或造成重大利益的损失。本协议的签署和送达以及拟根据本协议进行的交易都不会导致和股票相关的担保权益。

1.10          Securities Compliance and Restricted Shares. All Shares are restricted securities as defined in Rule 144 promulgated under the Securities Act.

2.8   符合证券法的规定以及受限制股票。所有股票均为根据证券法公布的第144条规则中定义的受限制股票。

1.11          No General Solicitation. Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Shares by any form of general solicitation or general advertising (within the meaning of Regulation D).

2.9   无一般劝诱。公司或任何代表公司的个人均没有采取一般劝诱或公众广告（D条例下定义）的方式邀约或销售股票。

1.12          Certain Fees. Brokers fees, finder’s fees or financial advisory fees or commissions may be payable by the Company with respect to the transactions contemplated by this Agreement. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this section that may be due in connection with the transactions contemplated by this Agreement.

2.10  特定费用。公司可能需要对根据本协议拟进行的交易支付相关中介费用、佣金费用或融资顾问费用或提成。对于与本协议拟进行的交易有关的任何费用，或由他人或代表他人就本章节中提及的任何类型的费用而提出的任何索赔，认购人均不承担责任。

2.11          As of their respective dates, all reports and registration statements (the “SEC Reports”) filed or furnished by the Company with the SEC complied in all material respects with the requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments. To the knowledge of the Company, there are no material outstanding or unresolved comments in comment letters from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports as of the date hereof.

2.11  公司提交或提供给证交会的所有报告和注册声明（合称“证交会报告”），每一次申报时，在所有重大方面均遵循证券法和美国1934年证券交易法及其修订案（“交易法”）以及证交会在其中颁布的规则和规定的要求，并且在提交时，证交会报告中不存在对重大事实的不实陈述，也没有遗漏重大事实或必要的信息，进行误导。证交会报告中所包含的公司财务报表，在所有重大方面，均遵循所适用的会计规则要求和在提交时生效的证交会的规则和规定，并且真实反映该季度内公司的财务状况，经营状况和该季度结束时的现金流，但在未经审计的财务报表的情况下，应以正常年度结束时的调整数据为准。据公司所知，在任何证交会报告提交时，不存在对证交会公司金融部职员出具的评论信中重大的未决的评论。

2.12          The Company’s Class B Ordinary Shares are not registered pursuant to Section 12(b) of the Exchange Act or listed for trading on any stock exchange.

2.12 公司的B类普通股并未按照证券法12（b）条进行登记，也并未在任何股票交易市场上市交易。

2.13          The Company is not, and immediately after the Closing, will not be, (i) an “investment company” within the meaning of the Investment Company Act of 1940, as amended or (ii) a Passive Foreign Investment Company, as defined in Section 1297(a) of the U.S. Internal Revenue Code.

2.13  公司现在不是，并且在交割之后，不会成为（i）1940年投资公司法案及其修正案定义下的“投资公司”或者（2）美国税法典1297（a）条下定义的消极外国投资公司。

3. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

3 认购人的陈述和保证

The Purchaser hereby represents and warrants to the Company as follows:

认购人在此向公司陈述和保证：

3.1

Organization. The Purchaser is a limited liability company duly formed, validly existing and in good standing under the laws of its jurisdiction with full right, or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder and thereunder.

3.1  组织。认购人为在其管辖区内依法设立的有限责任公司，并拥有完整的权利或类似权力和授权以签署和履行本协议中拟进行的交易或履行其在本协议或其他协议中的义务。

3.2

Authority. The Purchaser has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares being offered to it hereunder. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary company actions, and no further consent or authorization of the Purchaser or its members or managers, as the case may be, is required. This Agreement has been duly authorized, executed and delivered by the Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with the terms hereof.

3.2  授权。认购人有签署和履行本协议以及购买依本协议向其销售的股票所需的权力和授权。认购人对本协议的签署、送达和履行和完成在此由所有必要的公司、合伙制企业或有限责任公司行为合法有效授权，不需要再由认购人或其董事会、股东会、合伙人、成员或经理进一步依情况同意或授权。本协议已被合法有效授权、签署和交付给认购人，并已构成或将在执行并交付后构成认购人有效和具有约束力的义务，可根据其条款对认购人执行。

3.3

Purchase Entirely for Own Account. This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares.

3.3  完全为本人购买。本协议是根据认购人对公司的陈述与认购人签订的。根据认购人对本协议的签署，认购人在此确认此股票是认购人为其本人而非作为代名人或代理人所购买，也非为了对其任何部分进行再销售或分销而购买，认购人目前没有意图对此股票进行销售、部分授权或分销。根据认购人对本协议的签署，认购人进一步确认认购人目前没有和任何人有合同、保证、协议或安排以向其或第三方销售、转让或准许参与投资此股票。

3.4

Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment.

3.4  认购人经验。认购人单独或与其代表人一起，拥有足够的商业和金融知识、复杂度和经验以评估对此股票未来投资的实质和风险，并已按此做出评估。

3.5

Ability to Bear Risk. The Purchaser understands and agrees that purchase of the Shares is a high-risk investment and the Purchaser is able to afford and bear an investment in a speculative venture having the risks and objectives of the Company, including a risk of total loss of such investment. The Purchaser must bear the substantial economic risks of the investment in the Shares indefinitely because none of the Shares may be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration(s) are available. The Purchaser represents that it is able to bear the economic risk of an investment in the Shares and is able to afford a complete loss of such investment.

3.5  风险承担能力。认购人理解并同意对此股票的购买是具有高风险的投资，认购人有能力支付并承担在具有本公司风险和目标的投机性企业中的投资，包括该投资完全损失的风险。认购人必须无限期地承担在本股票中投资的相当的经济风险，因为除非之后本股票按照证券法案或州证券法进行注册或适用于这些注册相关的豁免条款存在，股票无法被销售、抵押或以其他形式处置。认购人表示有能力承担于此股票中的投资并有能力负担此投资的完全损失。

3.6

Disclosure of Information. The Purchaser has been given access to full and complete information regarding the Company and has utilized such access to the Purchaser’s satisfaction for the purpose of obtaining such information regarding the Company as the Purchaser has reasonably requested. In particular, the Purchaser: (i) has received and thoroughly read and evaluated all the disclosures contained in this Agreement; and (ii) has been given a reasonable opportunity to review such documents as the Purchaser has requested and to ask questions of, and to receive answers from, representatives of the Company concerning the terms and conditions of the Shares and the business and affairs of the Company and to obtain any additional information concerning the Company’s business to the extent reasonably available so as to understand more fully the nature of this investment and to verify the accuracy of the information supplied. The Purchaser is satisfied that it has received adequate information with respect to all matters which he/she/it considers material to its decision to make this investment.

3.6  信息披露。认购人已获取关于公司全部和完整的信息渠道，且已以认购人可合理要求获取关于公司的这些信息为目的而使用了该渠道。特别的，认购人：（i）已收到并完整阅读和评估了本协议中的所有披露；并（ii）得到合理的机会以审阅认购人要求的文件并询问关于股票条款和条件以及公司的经营和事务相关的问题，认购人已从公司代表处得到了这些问题的解答，也得到合理的机会获取合理存在的关于公司经营的额外信息。认购人得到的这些额外信息足以使其对此投资的性质和得到的信息的准确性进行进一步的理解。认购人表示其已经获得了其认为与此投资决定有重大联系的所有事宜有关的足够信息。

3.7

No other documents. In evaluating the suitability of an investment in the Shares, the Purchaser has not relied upon any representation or other information (oral or written) other than the SEC Reports or as stated in this Agreement.

3.7  无其他文件。在评估对公司投资的合适性时，除了证交会报告，认购人并未依赖于此协议中陈述之外的其他任何口头或书面陈述或信息。

3.8

Use of Purchase Price. The Purchaser understands, acknowledges and agrees that management of the Company shall have sole and absolute discretion concerning the use of the Purchase Price as well as the timing of such use.

3.8  购买价格的使用。认购人理解、承认并同意公司管理层拥有使用购买价格的使用方式和花销时间的单独和绝对判断权。

3.9

Restricted Securities. The Purchaser understands that the Shares have not been registered under the Securities Act. The transaction contemplated herein is by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company that are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.

3.9  受限制证券。认购人理解此股票目前没有依据证券法案进行注册，其原因是证券法案中的一条特定豁免条款。此特定豁免条款取决于认购人在此协议表示的投资意愿的真实性和其陈述的准确性，以及其他因素。认购人理解此股票是适用的美国联邦和州证券法下的“受限制证券”，且根据这些法律，认购人必须无限期地持有股票直到此股票向美国证券交易委员会注册并得到州权力机关的认可，或相关的注册和审核要求中有豁免条款存在。认购人承认公司没有对股票进行注册或通过审核的义务。认购人进一步承认如果相关的注册和审核要求中有豁免条款存在，这些豁免条款将以多项要求为前提，包括但不限于，销售时间和方式、股票的持有期和与公司有关但不受认购人控制的要求，公司没有义务且可能无法满足这些要求。

3.10

No General Solicitation. The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication regarding the Shares published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.

3.10  无一般劝诱。认购人购买此股票并不是因为任何在任何报纸、杂志或其他媒体上发表的或在电视或广播上播放的或在任何会议上陈述的广告、文章、通知或其他关于此股票的信息或其他一般劝诱或一般广告。

3.11

Residence. The Purchaser is presently a bona fide resident of the country represented on the signature page hereof and has no present intention of becoming a resident of any other state, country, or jurisdiction, and the address and Social Security Number/National Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other applicable number) set forth on the signature page hereof are the Purchaser’s true and correct residential or business address and Social Security Number/National Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other applicable number).

3.11  居住地。认购人是签字页上所填的国家的真实居民，且目前没有成为其他任何州、国家或管辖区居民的意愿，另外签字页上的地址和社保号或个体纳税人识别号（或其他适用号码）是认购人的真实个人或商业地址和社保号或个体纳税人识别号（或其他适用号码）或其雇主识别号/公司纳税人识别号（或其他适用号码）。

3.12

The Purchaser has been independently advised as to the restrictions with respect to trading the Shares and with respect to the resale restrictions imposed by applicable securities laws, confirms that no representation has been made to it by or on behalf of the Company with respect thereto, acknowledges the risks relating to an investment therein and of the fact that it may not be able to resell the Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable restriction period and compliance with the other requirements of applicable law, or that the Shares are registered under the Securities Act and in compliance with the other requirements of applicable laws, that the Purchaser (or others for whom it is contracting hereunder) is solely responsible to find out what these restrictions are and the Purchaser is solely responsible (and neither the Company is not in any way responsible) for compliance with applicable resale restrictions and the Purchaser is aware that it may not be able to resell the Shares except in accordance with limited exemptions under applicable securities laws, or that the Shares are registered under the Securities Act, and it agrees that any certificates representing the Shares may bear a legend indicating that the resale of such securities is restricted;

3.12  认购人已得到关于此股票的交易限制以及使用的证券法规定的再销售限制的独立建议，确认公司或公司代表没有对其作出与此相关的陈述，承认关于此投资的风险以及其可能无法在使用的限制期结束和满足其他适用法律的要求之前对此股票进行再销售，除非在适用的证券立法和监管政策中有豁免条款，或者此股票依据证券法案被注册，承认认购人（或其他与认购人签订相关合同的人）单独对了解这些交易限制单独负责，认购人对遵守相关再销售限制单独负责（公司不以任何方式对此负责），认购人知晓其可能无法对此股票进行再销售，除非适用的证券法有有限的豁免条款，或者此股票依据证券法案被注册，且其同意任何此股票的股票证书上可能带有表明此证券再销售限制的交易限制说明。

3.13

The Company may complete additional financings, including project financing, in the future in order to develop the business of the Company and to fund its ongoing development; there is no assurance that such financings or project financings will be available and, if available, on reasonable terms; failure to obtain sufficient additional funds by way of debt or equity financings or through joint ventures will prevent the continued development of the business of the Company and any such future financings may have a dilutive effect on current security holders, including the Purchaser;

3.13  公司可能在将来为了发展公司业务和为其正在进行的发展提供资金而进行额外融资，包括项目融资；不保证这样的融资或项目融资将会存在，如果存在，会有合理的条款；如无法通过债券或股票融资或共同投资的方式获得足够的额外资金，将会妨碍公司业务的持续发展，另外任何这样的未来融资可能会对现在的证券所有者产生稀释效应，包括认购人。

3.14

The Purchaser is solely responsible (and the Company is not responsible in any way) for compliance with all applicable hold periods and resale restrictions under which the Shares are subject;

3.14 认购人对遵守所有此股票受制于的适用的持有期和再销售限制独立负责（公司不以任何方式对此负责）。

3.15

The Purchaser understands that the purchase of the Shares is a highly speculative investment and that an investment in the Shares is suitable only for sophisticated investors and requires the financial ability and willingness to accept the possibility of the loss of all or substantially all of such investment as well as the risks and lack of liquidity inherent in an investment in the Shares;

3.15  认购人理解购买此股票是具有很高投机性的投资，对此股票的投资只适合于复杂的投资者，且要求投资者具有接受失去全部或几乎全部投资、在本公司中投资的风险和流动性缺乏的经济能力和意愿。

3.16

Confidential Information. The Purchaser agrees that the Purchaser and its employees, agents and representatives will keep confidential and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential information which the Purchaser may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company to the Purchaser pursuant to this Agreement, unless such information is (i) known to the public through no fault of the Purchaser or his or its employees or representatives; (ii) becomes part of the public domain other than by a breach of this Agreement; (iii) becomes known by the action of a third party not in breach of a duty of confidence; or (iv) is required to be disclosed to a third party pursuant to any applicable law, government resolution, or decision of any court or tribunal of competent jurisdiction; provided, however, that the Purchaser may disclose such information (i) to its attorneys, accountants and other professionals in connection with their representation of the Purchaser in connection with the Purchaser’s investment in the Company, (ii) to any prospective permitted transferee of the Securities, or (iii) to any general partner or affiliate of the Purchaser, so long as the prospective transferee agrees to be bound by the provisions of this section.

3.16  保密信息。认购人同意认购人和其雇员、代理、代表将对从公司根据此协议提供的财务报表、报告和其他材料中得到的保密信息进行保密，且不会披露、泄露和使用这些信息（除非是为了跟踪其在公司中的投资），除非这些信息是：（i）在未因为认购人及其雇员过错的情况下为大众所知晓；（ii）在不是因违背此协定的情况下成为公共领域的一部分；（iii）在不是因为第三方违背保密责任进行的行为的情况下为人所知；或（iv）因第三方在适用管辖区的适用法律、政府决议、或法庭决定的要求下而被披露；但是，认购人可以（i）向其律师、会计师和其他和对本公司投资相关的专业人员，（ii）向任何可能的收到允许的此证券的交易方，或（iii）向认购人的一般合伙人或附属主体披露这些信息，只要可能的交易方同意受到本条款的限制。

3.17

Regulation S Exemption. The Purchaser acknowledges and agrees that none of the Shares have been registered under the Securities Act, or under any state securities or "blue sky" laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in accordance with applicable state and federal securities laws. The Purchaser understands that the Shares are being offered and sold to him, her or it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the applicability of such exemptions and the suitability of the Purchaser to acquire the Shares. In this regard, the Purchaser represents, warrants and agrees that:

3.17  S 条例豁免条款。认购人确认且同意股票未根据证券法或美国任何州“蓝天”证券法注册，且仅在证券法定义中的非公众邀约交易中进行邀约，且，除非进行该等注册，不得在美国境内或向美国人士（见协议中定义）出售，但是根据证券法下有效注册声明的、或根据证券法中可用豁免的、或不受证券法注册规定的交易的，且在上述各种情况下均符合相关州及联邦证券法的情况除外。认购人理解，将要向其提供并出售的股票依赖于美国联邦和州证券法中S条例规定的注册要求的豁免。公司将依赖于认购人在协议里的陈述、保证、合意、确认和理解的真实性和准确性为上述用途与目的决定豁免条款在其中的适用性和认购人获得股票的适当性。就这点而言，认购人陈述，保证并同意：

(i)             The Purchaser is not a U.S. Person and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Shares for the account or benefit of a U.S. Person. A “U.S. Person” means any one of the following:

(i) 认购人非美国人士，也非公司的关联人士（根据证券法501（b）条款的定义），且认购人购买的股票不为美国人士的目的或利益。 “美国人士” 定义为下列中的任意一种：

(A)

any natural person resident in the United States of America;

(A)  任何在美国的自然人居民；

(B)

any partnership, limited liability company, corporation or other entity organized or incorporated under the laws of the United States of America;

(B)  基于美国法律组织或设立的任何合伙企业、有限责任公司、公司或者其他实体；

(C)

any estate of which any executor or administrator is a U.S. Person;

(D)

any trust of which any trustee is a U.S. Person;

(D)  受托人是美国人士的任何信托；

(E)

any agency or branch of a foreign entity located in the United States of America;

(E)  任何位于美国的外国机构的代理人或分支；

(F)

any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

(F)  任何经纪人或其他受托人拥有的，为美国人士的利益所设的非全权买卖账户或类似账户（除财产或信托）；

(G)

any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

(G)  任何经纪人或其他受托人设立、组成的或（如果是个人）居民拥有的全权买卖账户或类似账户（除了财产或信托）；

(H)

any partnership, company, corporation or other entity if:

(H)  任何合伙企业，组织、公司或其他实体，如果其：

(1)

organized or incorporated under the laws of any foreign jurisdiction; and

(1)

基于任何外国管辖地的法律设立或组成；和

(2)

formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

(2)  由美国人士以证券法中投资未注册的证券为主要目的，除非是由非自然人，财产或信托的实体的合资格投资者（根据证券法第501（a）条款）设立或组成或拥有。

(ii)            At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Purchaser was outside of the United States.

(ii)            在此协议开始沟通和签署日和协议的交付日时，认购人在美国境外。

(iii)           The Purchaser realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Purchaser has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Purchaser does not have any such intention.

(iii)          认购人了解，尽管作出相关陈述，但如果认购人认购仅意图为在未来一定期间内持有股票、或为市场上涨、或为在市场未上涨的情况下出售，则豁免的依据可能不存在。认购人没有上述意图。

(iv)          The Purchaser will not, during the period commencing on the date of issuance of the Shares and ending six months after such date (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, unless such Shares have been registered for resale pursuant to the Securities Act, or otherwise in a manner that is not in compliance with Regulation S.

(iv)           认购人不会在自发行股票日到其后6个月期间内（“受限制期限”）内，在美国进行股票的邀约、出售、质押或另外转让，或为美国人士利益或目的向其转让（除非股票的转让已在证券法下注册），或以任何其他不遵守S条例的方式进行邀约、出售、质押或另外转让。

(v)            The Purchaser will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.

(v)            认购人将在受限制期限届满后，根据证券法中的注册规定或者适用豁免条款，并依照适用的州和外国证券法邀约、出售、质押或者转让股票。

(vi)           The Purchaser was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap.

(vi)           在受限制期限届满前，认购人未在美国参与任何股票的卖空或者任何关于股票的对冲交易，包括但不限于，任何看涨、看跌或其他期权交易，期权出售或股权互换。

(vii)          Neither the Purchaser nor or any person acting on his or her behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Shares and the Purchaser and any person acting on his or her behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.

(vii)         认购人或任何作为其代表的人士不能已参与或将参与任何直接将股票出售给美国人士的行为，且认购人和任何作为其代表的人士已遵守并将遵守证券法中S 条例的“邀约限制”要求。

(viii)         The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.

(viii)         本协议计划的交易未与在美国境内的买家在或与美国人士预先安排，也非规避证券法注册要求计划或方案中的一部分。

(ix)           Neither the Purchaser nor any person acting on his or her behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The Purchaser agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.

(ix)           认购人或任何作为其代表的人士未进行或采取对于股票可被合理预计影响美国的市场情况、其领地和财产的行为。认购人同意不使任何关于股票的广告出现在报纸或者期刊或者在任何公共场所张贴，不发行任何关于股票的通知，除非广告包含证券法S条例中的陈述，并且位于离岸且不在美国或其领土，并且要遵循任何当地可适用的证券法。

(x)            The Purchaser has carefully reviewed and completed the investor questionnaire annexed hereto as Exhibit A.

(x)            认购人已仔细审阅和完成附录A中的投资人问卷调查.

3.18

No Advertisements or Direct Selling Effort. The Purchaser is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or via the Internet, or presented at any seminar or meeting. The Purchaser has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that the Purchaser may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein.

3.18  或直接出售。认购人没有由于或继广告、文件、通知或其他在任何报纸、杂志，或任何类似媒体或电视收音机转播或互联网或在任何研讨会或会议的其他出版传播之后认购股票。认购人收购股票并非基于，且其自身不参与，任何在美国境内关于股票“直接出售”（见S条例中定义），包括为股票转售而进行的可被合理预计影响美国的市场情况行为；但条件是，认购人可以通过证券法及相关州证券法下的股票注册或对于注册规定的豁免或本协议中另外所作规定对股票进行出售或另外处置。

3.19

Economic Considerations. The Purchaser is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The Purchaser has relied solely on his or her own advisors.

3.19    经济因素。认购人不能依赖于公司或其关联或代理关于此投资中包括的经济因素。认购人仅依赖于其顾问。

3.20

Compliance with Laws. Any resale of the Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of the Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. The Purchaser will not offer to sell or sell the Shares in any jurisdiction unless the Purchaser obtains all required consents, if any.

3.20  遵守法律。任何根据S条例下902（f）条款在“发行合规期”内股票的转售必须仅在遵循S条例下注册豁免条款的情况进行。而且，任何此类在非美国管辖地的出售要遵循管辖地的法律。认购人不能在任何管辖地发出出售或者出售股票的邀约，除非认购人获得所有要求的同意（若有）。

LEGENDS, ETC.

4.1            Legends. Each certificate representing the Shares, if any, shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

4.1  标志。任何表现股票的证明应包含以下内容的标志背书，附加适用联邦或州证券法要求包含的标志：

“THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”

“该证券仅向非美国人士（具体定义请参见美国1933年证券法（“证券法”）及其修正案）提出邀约，该证券根据证券法S条例未在美国证券交易委员会注册。”

“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

“除非符合证券法S条例、根据证券法注册规定，或根据可用的注册豁免，不得转让该证券。除非符合证券法规定，不得进行对冲交易。”

4.2            Company’s Refusal to Register Transfer of Shares. The Company shall refuse to register any transfer of the Shares not made in accordance with (i) the provisions of Regulation S, (ii) pursuant to an effective registration statement filed under the Securities Act, or (iii) pursuant to an available exemption from the registration requirements of the Securities Act.

4.2  绝登记股票转让: 当如下情况发生时，公司应拒绝对相关股票转让进行登记：（i）该转让与S条例的相关内容不符；（ii）该转让未根据证券法项下提交的有效注册声明进行；（iii）该转让不符合证券法中的注册豁免规定。

MISCELLANEOUS

5 其他

5.1

Fees and Expenses. Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.

5.1  费用与花费。除非此协议中有明确的相反规定，协议任一方应自行支付其与顾问、律师、会计师和其他专家有关的费用与花费，以及与此协议相关的谈判、准备、签署、交付和执行相关的其他花费。

5.2

Representations and Warranties. The representations and warranties of the Company and the Purchaser shall survive the Closing and delivery of the Shares.

5.2  陈述与保证。公司和认购人的陈述与保证在交割和股票的交付后依然有效。

5.3

Indemnification.

5.3

补偿

(i) The Purchaser agrees to indemnify and hold harmless the Company and each director, officer or agent thereof from and against any and all losses, damages, liabilities and expenses arising out of or in connection with any breach of, or inaccuracy in, any representation or warranty of the undersigned, whether contained in this Agreement or otherwise.

(i) 对于一切由于违反此协议中的或与之相关的陈述或保证或其不准确性而造成的损失、损害、债务和花费，认购人同意补偿并豁免公司及其董事、管理人员或代理人的责任。

(ii) The Company shall indemnify and hold harmless the Purchaser, its officers, agents and employees, each person who controls the Purchaser (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, agents and employees of each such controlling person, to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses that arise out of or are based upon (i) any breach of, or inaccuracy in, any representation or warranty of the undersigned, whether contained in this Agreement and (ii) any untrue or alleged untrue statement of a material fact contained in the SEC Reports (or any reports filed or furnished by the Company with the SEC hereafter), or arising out of or relating to any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

(ii)  公司应当在法律允许的范围内完全补偿并豁免认购人，认购人的管理人员，董事，代理人及雇员，每一个认购人的控制人（证券法15条的定义或者交易法20条的定义），以及此种控制人的管理人员，董事，代理人及雇员，包括一切损失，索赔，损害，责任，花费（包括但不限于合理的律师费），以及任何由以下情况产生或基于以下情况的费用（i）不论是否在此协议中，任何对签字人陈述和保证的违反或不准确的陈述，（ii）在证交会报告（或者此后公司提交或提供给证交会的任何报告）中存在的对重要事实的不实陈述或被指称的不实陈述，或者存在遗漏或被指称遗漏重大事实或必要的信息，进行误导。

5.4

Waiver, Amendment. Neither this Agreement nor any provisions hereof shall be waived, modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought.

5.4  豁免，修订。此协议及其中的任何条款均不应被豁免、修订、修改、撤销或终止，除非被上述改动影响的一方以书面形式同意。

5.5

Section and Other Headings. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

5.5  条款标题与其他标题。本协议中的条款标题仅起参考作用，不应以任何方式影响本协议的意义和对其的解读。

5.6

Governing Law; Arbitration. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. The parties hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of Shanghai International Arbitration Center for any disputes arising out of or relating to this Agreement and the transactions contemplated hereby. The number of arbitrators shall be three, mutually appointed by the parties. The language of arbitration (including documents) will be English. The decision of the Arbitral Tribunal shall be final and binding.

5.6  适用法律；仲裁。无论纽约州法律对法律选择的原则有何规定，本协议均应受到美国纽约州的内部法律的管辖并根据该法律进行解释。协议双方在此作出不可撤销且无条件的约定：同意由上海国际仲裁中心管辖因本协议及因此拟进行的交易引起的争议。仲裁员数量为3名，由双方共同指定。仲裁语言（包括文件）为英语。仲裁裁决是终局的，对双方均有约束力。

5.7

Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.

5.7  副本。本协议可同时签署多份副本，任何一份副本在签署和交付后应视作一份正本，所有副本与正本共同构成同一份法律文书。

5.8

Notices. All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or if delivered by electronic transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day:

5.8.1

if to the Purchaser:

The address included on the signature page.

5.8.2

if to the Company:

TIAN RUIXIANG Holdings Ltd

Room 918, Jingding Building, Xicheng District, Beijing

Attn: Sheng Xu

E-Mail: xuzihui@tianrx.com

5.8 通知。本协议下的所有通知或其他通信必须采用书面形式，并在按以下方式递送后视为正式送达，直接递送或通过挂号信，要求收据，邮资预付，或通过传真或电子传递。如果于收件人所在时区下午6点前送达，送达时间为送达的工作日当天，若于下午6点后送达，则送达时间为下一个工作日（以发送方电传复印机生成的书面送达确认为准）：

5.8.1        如通知认购人：

签字页中包括的地址。

5.8.2        如通知公司：

TIAN RUIXIANG Holdings Ltd

北京市西城区京鼎大厦918室

徐盛收

电子邮箱: xuzihui@tianrx.com

5.9

Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, permitted successors and assigns.

5.9  约束效果。本协议的条款对协议双方以及其继承人、法定代表人、继任者、委任者具有法律约束力。

5.10

Entire Agreement. This Agreement (including the Exhibit hereto) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.

5.10  完整协议。此协议（包括其中附件）构成双方就其主题事项达成的协议条款的全部和完整声明，任何其他由双方就其主题事项达成的书面或口头协议就此明确取消。

5.11

Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

5.11  可分割性。如本协议的任何条款、规定、契约或限制被任何拥有司法管辖权的法院裁定为无效、非法、或不可执行，本协议的其他条款、规定、契约或限制将保持完全有效，并不因此在任何方式上受到影响、损坏或作废。协议双方应尽其商业上合理的努力找到并实施替代方式，以取得拟根据被裁定的条款、规定、契约或限制达到的相同或大部分相同的结果。

5.12

Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.

5.12  救济。除有权实施本协议或法律赋予的所有权利包括取得赔偿金之外，认购人和公司还有权根据此协议得到特定履行。协议双方同意金钱赔偿可能无法对因违反任何此协议中的义务造成的损失进行足够的赔偿，并同意在金钱赔偿可以进行足够赔偿的情况下放弃在任何诉讼中要求特定履行。

5.13

Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto.

5.13  解释。协议双方同意双方和/或其各自的律师已审阅并有机会修订此协议。因此，出现歧义时以对起草方不利的方式解释的一般性规则不适用于本协议或任何修订的解释。

5.14

Further Assurances: Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder.

5.14  进一步保证。协议双方应不时地根据对方的要求，为完成本协议中约定，在所有合理要求下，采取进一步行动和交付进一步的工具、契约和文件。协议双方在此同意诚实并真诚地履行各自在此协议中的义务。

5.15

Waivers. No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof and thereof, nor shall any delay or omission of any party to exercise any right hereunder and thereunder in any manner impair the exercise of any such right accruing to it thereafter.

5.15  豁免。协议任何一方对本协议的任何条款、条件或要求的任何豁免均不应被视作将来的持续性豁免，或对其他任何条款、条件或要求的豁免。若协议任何一方延迟或未能履行本协议中的任何权利，不应对此权利在之后的履行在任何方式上造成损害。

5.16

Successors and Assigns. This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Purchaser, as applicable, provided, however, that, subject to federal and state securities laws and as otherwise provided in this Agreement, the Purchaser may assign its rights and delegate its duties hereunder in whole or in part (i) to a third party acquiring all or substantially all of its Shares in a private transaction or (ii) to an affiliate, in each case, without the prior written consent of the Company, after notice duly given by the Purchaser to the Company, provided that, no such assignment or obligation shall affect the obligations of the Purchaser hereunder, and that such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof that apply to the Purchaser. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

5.16  继承人和转让。在没有得到协议另一方提前书面同意地情况下，协议的任一方均不能将此协议进行转让。但是根据联邦和州证券法并在此协议中有相反规定的情况下，认购人可以将其权利和义务全部或部分转让给（i）从认购人处通过私下交易获得其全部或绝大部分股票的第三方或（ii）认购人的下属主体。上述任一情况均不要求公司或其他参与此邀约的认购人提供提前书面同意，但认购人应事先向公司合法提供通知，说明该转让不会影响协议中的认购人的任何义务，且受让方书面同意受到适用于认购人的关于被转让证券的条款。此协议中的条款应适用于并约束协议双方得到同意的继承人和受让方。本协议中没有任何明确或隐含条款是为了赋予除协议双方或其相应的继承人和受让方以外的任何当事人此协议中的任何权利、赔偿、义务或负债，除非此协议另有明确规定。

5.17

Choice of Language. This Agreement is written in English and Chinese. If there is any inconsistency between the Chinese and English version, the English version shall prevail.

5.17  语言选择。本协议以英文和中文编写。当中文与英文协议文本内容不一致时，以英文协议为准。

[Signature Pages Follow]

【下页为签字页】

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above and agree to be bound by the terms and conditions hereof.

以下签字人在协议第一页所述日期签署本协议，以昭信守。

Company:

TIAN RUIXIANG Holdings Ltd


By:
由：	/s/ Sheng Xu
	Name（姓名）	Sheng Xu
	Title（职位）	Director and Chief Executive Officer

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOR THE PURCHASER FOLLOWS]

【本页剩下部分特意留空，下页为认购人签字页】

TIAN RUIXIANG HOLDINGS LTD

PURCHASER SIGNATURE PAGE TO

SUBSCRIPTION AGREEMENT

认购协议认购人签字页

The Purchaser hereby elects to purchase 1,000,000 Class B Ordinary Shares at a per share price of US$2.31 for a total purchase price of US$2,310,000.

认购人在此决定以2,310,000美元的总金额购买1,000,000股B类普通股，每股2.31美元。

Date (NOTE: To be completed by the Purchaser): January 7, 2025

日期（注：由认购人填写）：2025年1月7日。

Unitrust Holdings Limited		2124652
Name of Purchaser		Identification Number Co
认购人名称		识别号

By:			British Virgin Islands

由：	/s/ GAO Mufang
	Name	（姓名）:GAO Mufang	Jurisdiction of Organization
	Title	（职位）: Director	成立所在地的管辖区
	2025-1-7		No. 201, Door 7, Building 3, Yard 67, Majiabao Road, Fengtai District, Beijing, China


	Date		Address
	日期		地址

Exhibit A

附录A

INVESTOR SUITABILITY QUESTIONNAIRE

FOR NON-U.S. INVESTORS AS DEFINED IN RULE 902 OF REGULATION S

投资方适格性调查

（S条例902规则下非美国投资者）

CONFIDENTIAL

保密

TIAN RUIXIANG Holdings Ltd (the “Company”) will use the responses to this questionnaire to qualify prospective investors for purposes of federal and state securities laws.

TIAN RUIXIANG Holdings Ltd (“公司”) 将使用以下对问卷的回答判断潜在投资者是否在联邦和州证券法下适格。

Please complete, sign, date and return one copy of this questionnaire as soon as possible, via mail or facsimile, to:

请尽快完成、签字、注明日期并将此问卷的复印件，通过邮寄或传真方式发回至：

Sheng Xu

徐盛

E-mail: xuzihui@tianrx.com

电子邮箱: xuzihui@tianrx.com

Name:

姓名：

UNITRUST HOLDINGS LIMITED

(EXACT NAME AS IT SHOULD APPEAR ON SECURITIES)

（显示在证券上的准确姓名）

1.	Please indicate the country in which you maintain your principal residence and how long you have maintained your principal residence in that country. 请填写您主要居住地国家及居住在此国家的时间。

Country:	British Virgin Islands
国家：
Duration:	2023.5.23-Now
期间：
Address:	Harneys Corporate Services Limited of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG 1110, British Virgin Islands
地址：
Email Address:	gaomufang2021@126.com
电子邮件：

You agree that the Company may present this questionnaire to such parties as the Company deems appropriate to establish the availability of exemptions from registration under federal and state securities laws. You represent that the information furnished in this questionnaire is true and correct and you acknowledge that the Company and its counsel are relying on the truth and accuracy of such information to comply with federal and state securities laws. You agree to notify the Company promptly of any changes in the foregoing information that may occur prior to the investment.

您同意，公司可能将此问卷出示给有关人士以证明公司认为在联邦和州证券法下此股票认购可以适用登记豁免。您表示在此问卷内填写的信息是真实及正确的，且您知悉公司及其代表将依此信息的真实准确性遵守联邦和州证券法律。您同意，在投资前就前述信息可能出现的任何改动将及时通知公司。

	/s/ GAO Mufang
	(Signature) （签名）


	Legal Representative Director
	Title or capacity of signing party 签字方的名称或身份

Date:

日期：

January 7, 2025

2025-1-7

I. NON-INDIVIDUAL INVESTORS

第1部分非个人投资方

If the investment will be made by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity.

如果将有多于一个相关实体进行投资，请为每一个实体各完成一份此调查

PLEASE PROVIDE COPIES OF THE FORMATION DOCUMENTS ISSUED BY THE COUNTRY IN WHICH YOU WERE FORMED.

请提供成立所在国家出具的成立文件的复印件

INITIAL EACH BOX TRUE OR FALSE

在每个表格内是或否的位置填入姓名首字母

Disclosure of Foreign Ownership.

外国所有权信息披露

1.	True 是	You are an entity organized under the laws of a jurisdiction other than those of the United States or any state, territory or possession of the United States (a "Foreign Entity"). 您为非美国或任何美国境内或所有管辖权的州的法律管辖权下成立的实体（一个“外国实体”）

2.	False 否	You are a corporation of which, in the aggregate, more than one-fourth of the capital stock is owned of record or voted by Foreign Citizens, Foreign Entities, Foreign Corporations (as defined below) or Foreign partnerships (as defined below) (a "Foreign Corporation") 您是一个总共超过四分之一的股票或表决权由外国公民、外国实体、外国公司（下述定义）或外国合伙（下述定义）拥有的公司（一个“外国企业”）

3.	True 是	You are a general or limited partnership of which any general or limited partner is a Foreign Citizen, Foreign Entity, Foreign Government, Foreign Corporation or Foreign Partnership (as defined below) (a "Foreign Partnership") 您是一个一般或有限合伙，其中任何一般或有限合伙人是外国公民、外国实体、外国政府、外国公司或外国合伙（下述定义）（一个“外国合伙”）

4.	False 否	You are a representative of, or entity controlled by, any of the entities listed in items 1 through 3 above. 您是上述第1项至第3项所列的任何实体的代表人、或被其所控制的实体。

Verification of Status as a Non-“U.S. Person” under Regulation S.

S条例下非美国人士的身份确认

False 否

You are a partnership or corporation organized or incorporated under the laws of the United States.

您是美国法律下所组织或成立的合伙或公司。

False 否

You are an estate of which any executor or administrator is a U.S. Person. If the preceding sentence is true, but the executor or administrator who is a U.S. Person is a professional fiduciary and (i) there is another executor or administrator who is a non-U.S. Person who has shared or sole investment discretion with respect to the assets of the estate; and (ii) the estate is governed by foreign law, you may answer “False.”

您产权的执行人或管理人是美国人。如果前述为“是”，但是美国籍的执行人或管理人是一名职业财产信托人且（1）有另一名非美国籍的执行人或管理人共同或独自就产权资产作出投资决定；且（2）产权受外国法律约束，请回答“否”。

False 否

You are a trust of which any trustee is a U.S. Person. If the preceding sentence is true, but the trustee who is a U.S. Person is a professional fiduciary and (i) there is another trustee who is a non-U.S. Person who has shared or sole investment discretion with respect to the trust assets; and (ii) no beneficiary of the trust is a U.S. Person, you may answer “False.”

您为受托人是美国人士的信托。如果前述为“是”，但是美国籍的受托人是职业财产信托人且（1）有另一名非美国籍的受托人共同或独自就信托资产作出投资决定，且（2）无美国籍的信托受益人，请回答“否”。

False 否

You are an agency or branch of a foreign entity located in the United States.

您是位于美国的外国实体的代理方或分支。

5.	False 否	You are a non-discretionary or similar account (other than an estate or trust) held by a dealer or fiduciary for the benefit or account of a U.S. Person. 您是证券经纪人或财产信托人为美国人的账户或其利益持有的非全权买卖或相似账户（除产权或信托）。

6.	False 否	You are a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized or incorporated, or (if an individual) resident in the United States. If the preceding sentence is true, but such account is held by a dealer or other professional fiduciary organized or incorporated, or resident in the United States for the benefit or account of a non-U.S. Person, you may answer “False.” 您是美国境内证券经纪人或其他组织或成立、或居住（如果非个人）的信托所持有的全权买卖账户。如果前述为“是”，但是此账户为美国境内的证券经纪人或其他组织、成立、或居住的职业信托为非美国人账户或其利益持有的账户，请回答“否”。

7.	False 否	You are a partnership or corporation that was organized under the laws of any foreign jurisdiction by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act not organized or incorporated. If the preceding sentence is true, but you were organized or incorporated and are owned by accredited investors (as defined in rule 501(a) of Regulation D) who are not natural persons, estates or trusts, you may answer “False.” 您是由美国人在任何外国管辖权法律下成立的为未经证券法注册的证券投资合伙或公司。如果前述为“是”，但您曾由合资格的投资者（非自然人、产权或信托）所成立或建立且拥有（D条例下501（a）款定义），请回答“否”。

8.	True 是	You are an employee benefit plan established and administered in accordance with the law and customary practices and documentation of a country other than the United States. 您是按照非美国的国家的法律或惯用做法和文件建立和管理的职工福利计划。

9.	False 否	You are an agency or branch of a U.S. Person located outside the United States that is (i) operated for valid business reasons; (ii) engaged in the business of insurance or banking; and (iii) subject to substantive insurance or banking regulation, respectively, where located. 您是在美国境外的美国人士的代理人或分支（1）为有效业务原由经营；（2）参与保险或银行业务；且（3）受所在地具体保险或银行规定约束。

10.	False 否	You are the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, or one of their agencies, affiliates or pension plans. 您是国际货币基金、为重建或发展的国际银行、美国境内发展银行、亚洲发展银行、非洲发展银行、联合国或他们其一的代理方、关联方或养老计划。

II. SIGNATURE

第2部分签字

You agree that the Company may disclose this questionnaire to such parties as the Company deems appropriate to establish the availability of exemptions from registration under federal and state securities laws. You represent that the information furnished in this questionnaire is true, complete and correct and you acknowledge that the Company and its counsel are relying on the truth and accuracy of such information to comply with U.S. federal and state securities laws. You agree to notify the Company promptly of any changes in the foregoing information that may occur prior to the investment.

您同意，公司可能将此问卷出示给有关人士以证明公司认为在联邦和州证券法下此股票认购可以适用登记豁免。您表示在此问卷内填写的信息是真实及正确的，且您知悉本公司及其代表将依此信息的真实准确性遵守联邦和州证券法律。您同意，在投资前就前述信息可能出现的任何改动将及时通知本公司。

	Name of Entity

	实体名称:UNITRUST HOLDINGS LIMITED

	/s/ GAO Mufang
	(Signature)

	（签字）:

	/s/ GAO Mufang
	Name of Signing Party

	签字方名称:

	Director
	Title of Signing Party
	签字方职位：
	Date: 日期：	January 7, 2025 2025-1-7

Exhibit 10.2

Valuation report Fair value estimate of Class B share of TIAN RUIXIANG Holdings Ltd. Client: TIAN RUIXIANG Holdings Ltd. Contact number: KKG24/11/18RZP Report date: 7 January 2025

2 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET 7 January 2025 The Directors TIAN RUIXIANG HOLDINGS LTD. Dear Sirs, In accordance with your instructions, we have undertaken an investigation and analysis to express an independent opinion of the fair value of the Class B ordinary shares with par value USD0.025 per share (“Class B share”) in TIAN RUIXIANG Holdings Ltd. (the “Company“) as at 31 October 2024 (the “Valuation Date”). The report which follows is dated 7 January 2025 (the “Report Date”). The purpose of this valuation is to express an independent opinion of the fair value of the Class B share in TIAN RUIXIANG Holdings Ltd. Our valuation was carried out on a fair value basis. Fair value is defined as “the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date”.

3 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET We have conducted our valuation in accordance with International Valuation Standards issued by the International Valuation Standards Council. We planned and performed our valuation so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to express our opinion on the subject asset. We believe that the valuation procedures we employed provide a reasonable basis for our opinion. Our valuation of the Class B share in TIAN RUIXIANG Holdings Ltd. was developed through the application of an income approach known as discount cash flow methodology. Under this method, the equity result depends on the present worth of future economic benefits to be derived from the projected sales income. Indication of the result is developed by discounting projected future net cash flows available for payment of shareholders’ interest to their present worth. As part of our analysis, we have reviewed information prepared by the Company and relevant operational information regarding the subject business from public sources. We have relied to a considerable extent on such information in arriving at our opinion of value. The conclusion of value is based on accepted valuation procedures and practices that rely substantially on our use of numerous assumptions and our consideration of various factors that are relevant to the operation of the Company. We have also considered various risks and uncertainties that have potential impact on the businesses. Further, while the assumptions and consideration ofsuch matters are considered by us to be reasonable, they are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of the Company and King Kee Appraisal and Advisory Limited (“ KKG”). We do not intend to express any opinion on matters which require legal or other specialized expertise or knowledge, beyond what is customarily employed by valuers. Our conclusions assume continuation of prudent management of the Company over whatever period of time that is reasonable and necessary to maintain the character and integrity of the assets valued.

4 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Based on the investigation and analyses outlined in the report which follows, we are of the opinion that the fair value of Class B share in TIAN RUIXIANG Holdings Ltd. as at the Valuation Date is reasonably stated as below: The following pages outline the factors considered, methodology and assumptions employed in formulating our opinions and conclusions. Any opinions are subject to the assumptions and limiting conditions contained therein. Yours faithfully, For and on behalf of King Kee Appraisal and Advisory Limited Richard Zhang Managing Director ASA, MRICS, CPV

5 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET REMARK: This report and the conclusion of values arrived at herein are for the exclusive use of our client for the sole and specific purposes as noted herein. Furthermore, the report and conclusion of values are not intended by the author, and should not be construed by the reader, to be investment advice in any manner whatsoever. The conclusion of values represents the consideration based on information furnished by the Company/engagement parties and other sources. TABLEOF CONTENTS • Executive summary 6 • Valuation methodologies and conclusion 7 • Detailed analysis – DCF approach 8 • Exhibit A – Limiting Conditions 10 • Exhibit B – Valuers’ Professional Declaration 12 • Exhibit C – Valuation methodology and approach 13 • Exhibit D – Discount rate 16 • Exhibit E – Control premium 18 • Exhibit F – DCF analysis 19 • Exhibit G – Source of information 23

6 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Executive summary Company background TIAN RUIXIANG Holdings Ltd., together its subsidiaries, operates as an insurance broker in China and the United States. It distributes a range of insurance products, including property and casualty insurance, such as automobile, commercial property, liability, and accidental insurance; and life insurance comprising individual and group life insurances, as well as health and miscellaneous insurance. It serves individual or institutional customers. The company was founded in 2019 and is headquartered in Beijing, China. Purpose of Valuation The purpose of this valuation is to express an independent opinion of the fair value of Class B share in TIAN RUIXIANG Holdings Ltd. as at 31 October 2024. Basis of Value Our valuation was carried out on a fair value basis. Fair value is defined as “the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date”. Basis of Opinion We have conducted our valuation in accordance with International Valuation Standards issued by the International Valuation Standards Council. We planned and performed our valuation so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to express our opinion on the subject asset. The valuation procedures employed include the review of physical and economic condition of the subject asset, an assessment of key assumptions, estimates, and representations made by the proprietor or the operator of the subject asset. All matters we consider essential to the proper understanding of the valuation will be disclosed in the valuation report. The following factors form an integral part of our basis of opinion: • Assumptions on the market and the asset that are considered to be fair and reasonable; • Financial performance thatshows a consistent trend of the operation; • Consideration and analysis on the micro and macro economy affecting the subject asset; • Analysis on tactical planning, managementstandard and synergy of the subject asset; • Analytical review of the subject asset; and • Assessment of the leverage and liquidity of the subject asset.

7 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Valuation methodologies and conclusion Valuation methodologies The basic methodologies for corporate valuation include the market approach, income approach (DCF method) and ANAV approach/asset-based method. The details of Valuation methodologies are set out in Exhibit C. The DCF approach is considered appropriate due to the close relationship between the value of the Target and its ability to generate future cash flow. Market approach and ANAV approach/Asset-based method are not able to reflect the true value of the Target. Thus, we did not adopt these methodsin our analysis. Please refer to the section of Exhibit F – DCF analysisfor the details. Valuation procedures Our procedures included clarifying basic matters of valuation project, making a valuation plan, information collection, management interview, calculation and analysis, and reporting. Valuation conclusion We estimated the Class B share in TIAN RUIXIANG Holdings Ltd. as at the Valuation Date on a control and marketable basis, primarily based on the DCF approach, the valuation result was shown as follow: Report date Report date is 7 January 2025.

8 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Detailed analysis – DCF approach Discounted cash flow analysis as at 31 October 2024 In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Terminal Year Revenue 1,325 1,244 3,051 2,998 4,363 6,394 9,420 13,902 14,180 growth rate (6.1)% 145.2% (1.7)% 45.5% 46.5% 47.3% 47.6% 2.0% COGS - - - - - - - - - Gross profit 1,325 1,244 3,051 2,998 4,363 6,394 9,420 13,902 14,180 as a % of revenue 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Operating expenses (6,421) (4,749) (5,713) (5,519) (5,935) (6,390) (6,887) (7,431) (7,580) Operating income (EBIT) (5,096) (3,505) (2,662) (2,521) (1,572) 4 2,532 6,471 6,600 as a % of revenue (384.7)% (281.7)% (87.2)% (84.1)% (36.0)% 0.1% 26.9% 46.5% 46.5% - - - - - - - - Income tax - - - - - - - - (1,650) After-tax operating income (5,096) (3,505) (2,662) (2,521) (1,572) 4 2,532 6,471 4,950 as a % of revenue (384.7)% (281.7)% (87.2)% (84.1)% (36.0)% 0.1% 26.9% 46.5% 34.9% - - - - - - - - Change in working capital (5,509) (1,393) (2,060) (3,057) (4,517) Capital expenditures (30) (44) (64) (94) (139) Depreciation & amortization 3 4 6 9 14 After-tax cash flow (8,057) (3,004) (2,114) (610) 1,829 4,950 Terminal value 25,386 Partial period 1.00 1.00 1.00 1.00 1.00 1.00 Discount period 0.50 1.50 2.50 3.50 4.50 4.50 PV factor 21.5% 0.91 0.75 0.61 0.51 0.42 0.42 PV of after-tax cash flows (7,309) (2,243) (1,299) (308) 762 10,568 Indication of value PV of after-tax cash flows (10,398) PV of terminal 10,568 Total enterprise value 170 Non-operating assets/liabilities 4,241 Debt n/a Excess cash - Indicated equity value on a control and marketable basis 4,411 Share number (in 000's) 2,384 Class A unit share price (in USD) 1.85 Control premium 25.0% Class B unit share price with control premium (in USD) 2.31

9 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Detailed analysis – DCF approach Financial projection We relied on the financial projection from 1 October 2024 to 30 March 2029 with the terminal year provided and approved by the Management. • Revenue: growth margin range from (1.7)% to 47.6% over the forecasting period • EBIT: EBIT range from (84.1)% to 46.5% over the forecasting period • Income tax: 25.0% effective tax rate of the Company • Working capital: range from 161.9% to 382.8% over the forecasting period • Capital expenditure: keep around 1% as of revenue over the forecasting period • Depreciation and amortization: keep around 0.1% as of revenue over the forecasting period Valuation parameters The key parameters utilised under this method included the following: • A discount rate of 21.5%. We utilized WACC of 21.5% as our discount rate in DCF approach • A constant growth rate of 2.0% in terminal year. In determining the terminal value, we have adopted the constant growth model which is based on expected long term growth of the business into perpetuity

10 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Exhibit A – Limiting Conditions 1. In the preparation of our reports, we relied on the accuracy, completeness and reasonableness of the financial information, forecast, assumptions and other data provided to us by the Company/engagement parties and/or its representatives. We did not carry out any work in the nature of an audit and neither are we required to express an audit or viability opinion. We take no responsibility for the accuracy of such information. The responsibility for determining expected values rests solely with the Company/engagement parties and our reports were only used as part of the Company’s/engagement parties’ analysis in reaching their conclusion of value. 2. We have explained as part of our service engagement procedure that it is the director’s responsibility to ensure proper books of accounts are maintained, and the financial information and forecast give a true and fair view and have been prepared in accordance with the relevant standards and companies ordinance. 3. Public information and industry and statistical information have been obtained from sources we deem to be reputable; however we make no representation as to the accuracy or completeness of such information, and have accepted the information without any verification. 4. The management and the Board of the Company has reviewed and agreed on the report and confirmed that the basis, assumptions, calculations and results are appropriate and reasonable. 5. KKG shall not be required to give testimony or attendance in court or to any government agency by reason of this exercise, with reference to the project described herein. Should there be any kind of subsequent services required, the corresponding expenses and time costs will be reimbursed from you. Such kind of additional work may incur without prior notification to you. 6. No opinion is intended to be expressed for matters which require legal or other specialized expertise or knowledge, beyond what is customarily employed by valuers. 7. The use of and/or the validity of the report is subject to the terms of engagement letter/proposal and the full settlement of the fees and all the expenses. 8. Our conclusions assume continuation of prudent management policies over whatever period of time that is considered to be necessary in order to maintain the character and integrity of the assets valued. 9. We assume that there are no hidden or unexpected conditions associated with the subject matter under review that might adversely affect the reported review result. Further, we assume no responsibility for changes in market conditions, government policy or other conditions after the Valuation/Reference Date. We cannot provide assurance on the achievability of the results forecasted by the Company/engagement parties because events and circumstances frequently do not occur as expected; difference between actual and expected results may be material; and achievement of the forecasted results is dependent on actions, plans and assumptions of management. 10. This report is confidential to the client and the calculation of values expressed herein is valid only for the purpose stated in the engagement letter/or proposal as of the Valuation / Reference Date. In accordance with our standard practice, we muststate that this report and exercise is for the use only by the party to whom it is addressed and no responsibility is accepted with respect to any third party for the whole or any part of its contents.

11 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET 11. Where a distinct and definite representation has been made to us by party/parties interested in the assets valued, we are entitled to rely on that representation without further investigation into the veracity of the representation if such investigation is beyond the scope of normal scenario analysis work. 12. You agree to indemnify and hold us and our personnel harmless against and from any and all losses, claims, actions, damages, expenses or liabilities, including reasonable attorney’s fees, to which we may become subjects in connection with this engagement. Our maximum liability relating to services rendered under this engagement (regardless of form of action, whether in contract, negligence or otherwise) shall be limited to the charges paid to us for the portion of its services or work products giving rise to liability. In no event shall we be liable for consequential, special, incidental or punitive loss, damage or expense (including without limitation, lost profits, opportunity costs, etc.), even if it has been advised of their possible existence. 13. We are not environmental consultants or auditors, and we take no responsibility for any actual or potential environmental liabilities exist, and the effect on the value of the asset is encouraged to obtain a professional environmental assessment. We do not conduct or provide environmental assessments and have not performed one for the subject property. 14. This exercise is premised in part on the historical financial information and future forecast provided by the management of the Company/engagement parties. We have assumed the accuracy and reasonableness of the information provided and relied to a considerable extent on such information in arriving at our calculation of value. Since projections relate to the future, there will usually be differences between projections and actual results and in some cases, and those variances may be material. Accordingly, to the extent any of the above mentioned information requires adjustments, the resulting value may differ significantly. 15. Actual transactions involving the subject assets / business might be concluded at a higher or lower value, depending upon the circumstances of the transaction and the business, and the knowledge and motivation of the buyers and sellers at that time. 16. This report and the conclusion of values arrived at herein are for the exclusive use of our client for the sole and specific purposes as noted herein. Furthermore, the report and conclusion of values are not intended by the author, and should not be construed by the reader, to be investment advice in any manner whatsoever. The conclusion of values represents the consideration based on information furnished by the Company/engagement parties and other sources.

12 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Exhibit B – Valuers’ Professional Declaration The valuers certify, to the best of their knowledge and belief, that: Information has been obtained from sources that are believed to be reliable. All facts which have a bearing on the value concluded have been considered by the valuers and no important facts have been intentionally disregarded. The reported analyses, opinions, and conclusions are subject to the assumptions as stated in the report and based on the valuers’ personal, unbiased professional analyses, opinions, and conclusions. The valuation exercise is also bounded by the limiting conditions. The reported analyses, opinions, and conclusions are independent and objective. The valuers have no present or prospective interest in the asset that is the subject of this report, and have no personal interest or bias with respect to the parties involved. The valuers’ compensation is not contingent upon the amount of the value estimate, the attainment of a stipulated result, the occurrence of a subsequent event, or the reporting of a predetermined value or direction in value that favors the cause of the client. The analyses, opinions, and conclusions were developed, and this report has been prepared, in accordance with the International Valuation Standards published by the International Valuation Standards Council.

13 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Exhibit C – Valuation methodology and approach DCF • Value is future oriented and accordingly the theoretically correct manner to assess value is to consider the future earnings potential • Under a DCF approach, forecast FCFs are discounted back to the present date, generating a net present value for the cash flow stream of the business. A terminal value at the end of the explicit forecast period is then determined and that value is also discounted back to the valuation date to give an overall value for the business • FCFs under a DCF approach are defined as earning before interest and amortization MINUS required change in working capital MINUS the difference between required capital expenditure and depreciation and amortization • In a DCF analysis, the forecast period should be of such a length to enable the business to achieve a stabilized level of earnings, or to be reflective of an entire operation cycle for more cyclical industries. Typically a forecast period of at least five years is required, although this can vary by industry and sector • The rate at which the future cash flows are discounted (“the discount rate”) should reflect not only the time value of money, but also the risk associated with the business’ future operations. The discount rate most generally employed is the WACC, reflecting an optimal as opposed to actual financing structure, which is applied to unleveraged cash flows and results in an Enterprise Value for the business (sometimes referred to as a Firm Value). The Enterprise Value is the value of the entire business including all forms of funding - that is, Equity plus Debt. Deducting debt, net of cash, at the valuation date results in an Equity Value for the business • In calculating the terminal value, regard must be had to the business’ potential for further growth beyond the explicit forecast period. There are two commonly applied approaches to determine the terminal value: • Constant growth model: this approach is based on expected long term growth of the business into perpetuity, using the cost of capital applied in the DCF approach • Exit multiple approach: this approach relies on selecting an appropriate multiple of earnings or sales in the terminal year which would represent an appropriate valuation for the business at the end of the forecast period, reflecting its stage of development and maturity at that date. Clearly there is an element of subjectivity in this approach

14 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Exhibit C – Valuation methodology and approach Market multiples • Using the market multiples (CoCos/CoTrans) approach to a valuation, benchmark multiples are derived from: • pricing of comparable companies which are publicly listed and traded • pricing of recent comparable transactionsin the sector • Standardized multiple valuation parameters using a common variable such as earnings, book value, cash flow, or revenues are considered • The use of multiple based-valuation may be limited by the following factors: • the effect of different accounting policies and tax rates on multiples such that they may not be directly comparable • difficultiesin identifying appropriate comparable companies • the effects of non-recurring items, capital issues and acquisitions and divestments on comparable company multiples • With regard to the multiples applied in any valuation, they are generally based on data from listed companies and transactions in a comparable sector, but with consideration given to the specific characteristics of the business being valued. The multiples derived for comparable quoted companies are generally based on share prices reflective of the trades of small parcels of shares. As such, they generally reflect a control discount. Accordingly, when valuing a business en bloc (100%) we would also reference the multiples achieved in recent mergers and acquisitions, where control premium and breadth of purchaser interest are reflected • This approach is typically used to provide a market cross-check to the conclusions reached under a theoretical DCF approach

15 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Exhibit C – Valuation methodology and approach ANAV • Under ANAV, total value is based on the sum of net asset value plus, if appropriate, a premium to reflect the value of intangible assets not recorded on the balance sheet • ANAV methodology is more applicable for businesses such as investment holding or real estate holding companies where the value lies in the underlying assets and not the ongoing operations of the business • Net asset value is determined by marking every asset and liability on (and off) the Target’s balance sheet to current market values • A premium is added, if appropriate, to the marked-to-market net asset value, reflecting the profitability, market position and the overall attractiveness of the business. The net asset value, including any premium, can be matched to the “book” net asset value, to give a price to book multiple, which can then be compared to that of similar transactions or quoted companies • Typical methodologies adopted to mark each asset and liability to market were discussed below: • In estimating working capital except for inventory, book value is usually used to approximate the fair value as they will be settled in the short-term with book value • In valuing inventory, replacement cost and some time, a reasonable markup are considered • With regard to fixed assets, valuation of personal assets commonly involves market comparison and cost approach. When marking the real properties to market, including buildings, structures and facilities, market approach, income approach and cost approach will be selected according to the use and status of the assets • Land use rights, as a special intangible assets, are usually assessed by market approach, and residual method under an income approach • Other short-term and long-term assets and liabilitiesshall be valued by appropriate approaches based on their nature and economic benefit/implication

16 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Exhibit D – Discountrate General • Under the DCF approach, the Target’sfree cash flows are discounted at an appropriate discount rate to arrive at an enterprise value, which is the value of the Target to holders of both debt and equity • It is generally accepted that an appropriate discount rate to be used for a business is its WACC, which is the weighted average costs of capital, including both debt and equity: WACC = Ke × (E/(D+E))+Kd × (1-T) × ( D/(D+E) • Where: Ke = cost of equity E = market value of equity Kd = cost of debt D = market value of debt T = corporate taxation rate • For purposes of our analysis, the forecast cash flows have been completed on a nominal basis. Therefore, we have used a discount rate based on nominal rates of returns. Each element of the formula is considered below Cost of equity • The cost of equity is derived using the CAPM, which statesthat the cost of equity is based on the return generated from risk free rate plus ERP Ke = Rf + ß * ERP + Where: Rf = current return from risk-free investments ERP = equity risk premium, being the average risk premium above the risk free rate that a “market” portfolio of assetsis earning ß = the beta factor, being the measure of the systematic risk of a particular asset relative to the risk of a portfolio of all risky assets = additional risk factor (alpha) Cost of debt • Based on 15-20 year long term debt ratio in China as at Valuation Date Corporate taxation rate • Effective corporate tax rate in China as at Valuation Date Capitalstructure • The capital structure based on levels typical in the subject company’sindustry

17 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Exhibit D – Discount rate Note: 1. Observed betas represent 5-year weekly raw beta regressed against the local index. If a 5-year beta is not available, the 2-year beta is adopted. Note: 1. Yield on a CNY denominated government bond maturing in about 20 years extracted from CapitalIQ as at Valuation Date. 2. Selected beta takesinto account differences in leverage between selected capitalstructure and the publicly traded guideline companies. 3. Based on 5.5% equity risk premium for the US market published by various research reports and adjusted 0.99% country risk premium published by Aswath Damodaran. 4. Extracted from the size premium of Micro-Capitalization (9-10th decile) in Kroll (formerly Duff & Phelps) Cost of Capital Navigator. 5. The specific risk premium relates primarily to forecastrisk, which includes risk related to revenue growth and profit expansion. 6. Based on lending rates as at Valuation Date. 7. Effective corporate tax rate as at Valuation Date. 8. The capital structure based on levels typical in the subject company’s industry Summary of betas Capital IQ Levered Unlevered Comparable company Ticker Country beta 1 D/E ratio beta Tian Ruixiang Holdings Ltd NASDAQ:TIRX China 0.49 - 0.49 Median 0.49 - 0.49 Weighted average cost of capital ("WACC") Cost of equity Risk-free rate1 2.8% Unlevered beta 0.49 Levered beta2 0.49 Equity risk premium3 6.5% Cost of equity 6.0% Size premium4 3.0% Specific risk premium5 12.5% Cost of equity 21.5% Rounded 21.5% Cost of debt Cost of debt6 3.60% Tax7 25.0% After tax cost of debt 2.7% Proportion of debt8 - Proportion of equity 100.0% WACC 21.5% Rounded 21.5%

18 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Exhibit E – Control premium • A minority shareholder, whether in a publicly held or a privately held company, is often a passive investor with little or no input into how the company is run. Thus, the minority shares of a private company normally trade at a discount to the underlying NAV, reflecting the lack of control associated with a non-control interest. On the opposite, the controlling interests normally trade at premium to the NAV • A study in US transactions indicated that the average takeover premium ranged from about 35% to 42% while another study of transactions in Australia indicated that the average takeover premium ranged from 16% to 29%. It is worth noting that takeover premiums not only reflect premiumsfor control, but other factors such as the extent of perceived merger benefits • We have also read a number of other studies and texts, including studies based on Closed-End Investment Companies (“CEIC”) that hold publicly traded securities. The shares of these CEICs normally trade at a discount to the underlying net asset value of the portfolio, reflecting the lack of control associated with a non-control interest and the costs of managing the portfolio. The results of these studies have indicated discounts for lack of control in the range of 10% to 25%, which would imply control premium in the range of 11% to 33% • The results of the above studies have indicated a control premium in the range of 11% to 42%. We selected 25% as the appropriate control premium for the Company

19 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Exhibit F – DCF analysis Discounted cash flow analysis as at 31 October 2024 In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Terminal Year [1] Revenue 1,325 1,244 3,051 2,998 4,363 6,394 9,420 13,902 14,180 growth rate (6.1)% 145.2% (1.7)% 45.5% 46.5% 47.3% 47.6% 2.0% [2] COGS - - - - - - - - - [3] Gross profit 1,325 1,244 3,051 2,998 4,363 6,394 9,420 13,902 14,180 as a % of revenue 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% [4] Operating expenses (6,421) (4,749) (5,713) (5,519) (5,935) (6,390) (6,887) (7,431) (7,580) [5] Operating income (EBIT) (5,096) (3,505) (2,662) (2,521) (1,572) 4 2,532 6,471 6,600 as a % of revenue (384.7)% (281.7)% (87.2)% (84.1)% (36.0)% 0.1% 26.9% 46.5% 46.5% - - - - - - - - [6] Income tax - - - - - - - - (1,650) After-tax operating income (5,096) (3,505) (2,662) (2,521) (1,572) 4 2,532 6,471 4,950 as a % of revenue (384.7)% (281.7)% (87.2)% (84.1)% (36.0)% 0.1% 26.9% 46.5% 34.9% - - - - - - - - [7] Change in working capital (5,509) (1,393) (2,060) (3,057) (4,517) [8] Capital expenditures (30) (44) (64) (94) (139) [9] Depreciation & amortization 3 4 6 9 14 After-tax cash flow (8,057) (3,004) (2,114) (610) 1,829 4,950 [10] Terminal value 25,386 Partial period 1.00 1.00 1.00 1.00 1.00 1.00 Discount period 0.50 1.50 2.50 3.50 4.50 4.50 PV factor 21.5% 0.91 0.75 0.61 0.51 0.42 0.42 PV of after-tax cash flows (7,309) (2,243) (1,299) (308) 762 10,568 Indication of value PV of after-tax cash flows (10,398) PV of terminal 10,568 Total enterprise value 170 [11] Non-operating assets/liabilities 4,241 [12] Debt n/a [13] Excess cash - Indicated equity value on a control and marketable basis 4,411 Share number (in 000's) 2,384 Class A unit share price (in USD) 1.85 Control premium 25.0% Class B unit share price with control premium (in USD) 2.31

20 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET [1] Revenue Revenue breakdown In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Terminal Year Automobile Insurance-Supplemental 98 6 6 8 13 19 28 43 Automobile Insurance-mandatory 36 0 0 0 0 0 0 0 Commercial Property Insurance 382 451 257 385 578 867 1,301 1,951 Liability Insurance 364 432 326 489 733 1,099 1,649 2,473 Life Insurance 20 0 0 363 411 465 527 563 Accidental Injury Insurance 255 5 2,068 1,160 1,741 2,611 3,916 5,874 Health Insurance 26 322 269 403 605 908 1,362 2,042 Other 143 29 126 189 283 424 636 955 34858624e Total 1,325 1,244 3,051 2,998 4,363 6,394 9,420 13,902 14,180 Growth % n/a n/a n/a n/a n/a n/a n/a n/a 2.0% - - - - - - - - [2] COGS COGS breakdown In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Terminal Year COGS % of revenue 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% [3] GP GP breakdown In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Terminal Year Revenue 1,325 1,244 3,051 2,998 4,363 6,394 9,420 13,902 14,180 COGS - - - - - - - - - GP 1,325 1,244 3,051 2,998 4,363 6,394 9,420 13,902 14,180 as a % of revenue 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% [4] Operating expenses Operating expenses breakdown In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Terminal Year Selling and marketing expenses 1,765 2,023 1,488 2,143 2,357 2,593 2,853 3,138 Compensation and related benefits 2,692 1,692 919 1,719 1,891 2,080 2,288 2,517 Rent and related utilities 222 - - 70 100 130 160 190 Professional fees 1,186 876 100 500 500 500 500 500 Other general and administrative 556 158 3,206 1,086 1,086 1,086 1,086 1,086 Total operating expenses 6,421 4,749 5,713 5,519 5,935 6,390 6,887 7,431 7,580 as a % of revenue 484.7% 381.7% 187.2% 184.1% 136.0% 99.9% 73.1% 53.5% 53.5% Compensation and related benefits 99 - - - - - - - [5] EBIT EBIT In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Terminal Year GP 1,325 1,244 3,051 2,998 4,363 6,394 9,420 13,902 14,180 Operating expenses (6,421) (4,749) (5,713) (5,519) (5,935) (6,390) (6,887) (7,431) (7,580) EBIT (5,096) (3,505) (2,662) (2,521) (1,572) 4 2,532 6,471 6,600 EBIT margin (384.7)% (281.7)% (87.2)% (84.1)% (36.0)% 0.1% 26.9% 46.5% 46.5% [6] Income tax Income tax % 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Terminal Year EBIT (5,096) (3,505) (2,662) (2,521) (1,572) 4 2,532 6,471 6,600 Income tax 25.0% (1,650) Effective income tax rate - - - - - - - - (25.0)%

21 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET [7] Working capital used in this analysis is on debt-free basis. Detailed as follows: Working capital analysis In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Days in a year 365 Current assets Operating cash 3 2 995 1,808 1,944 2,093 2,256 2,435 turnover days on operating expenses 120 120 120 120 120 120 120 120 Commissions receivable 51 19 - 2,998 4,363 6,394 9,420 13,902 turnover days on revenue 14 6 - 365 365 365 365 365 Prepaid expenses and other current assets 169 108 7,502 7,996 8,009 8,022 8,037 8,054 turnover days on operating expenses 10 8 479 529 493 458 426 396 Note receivable 7,500 - (8) Accounts receivable - - 1,461 Operating current assets 7,723 129 9,949 12,802 14,316 16,509 19,713 24,390 Current liabilities Salary payable 425 726 911 141 155 171 188 207 turnover days on compensation and related benefits 58 157 362 30 30 30 30 30 VAT and other taxes payable 467 624 664 730 803 884 972 1,069 as % of revenue 35.2% 50.1% 21.8% 24.4% 18.4% 13.8% 10.3% 7.7% Accrued liabilities and other payables 385 482 2,407 454 488 525 566 611 turnover days on operating expenses 22 37 154 30 30 30 30 30 Operating current liabilities 1,277 1,832 3,982 1,325 1,447 1,580 1,726 1,887 Working capital In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Working capital 6,446 (1,703) 5,968 11,477 12,869 14,929 17,987 22,503 as a % of revenue 486.6% (136.9)% 195.6% 382.8% 295.0% 233.5% 191.0% 161.9% Changes in working capital (6,446) 8,149 (7,671) (5,509) (1,393) (2,060) (3,057) (4,517) [8] Capex Capital expenditures In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Total capital expenditures 30 44 64 94 139 as a % of revenue 1.0% 1.0% 1.0% 1.0% 1.0%

22 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET [9] Depreciation and Amortization Depreciation and amortization In USD 000’s 2022a 2023a 2024a 2025e 2026e 2027e 2028e 2029e Maintenance capex D&A 3 4 6 9 14 Total deprecation and amortization 3 4 6 9 14 as a % of revenue 0.1% 0.1% 0.1% 0.1% 0.1% as a % of Capex 10.0% 10.0% 10.0% 10.0% 10.0% [10] The terminal value was calculated using the Gordon Growth Model, which is calculated as: Terminal value assumption FCF FCF = Normalized After-Tax Free Cash Flow In USD 000’s Terminal year (k-g) k = Discount Rate (WACC) Normalized after-tax cash flow 4,950 g = Long-term Growth rate Discount rate 21.5% Long-term growth rate 2.0% Terminal value 25,386 [11] Non-operating assets and liabilities Non-operating assets and liabilities In USD 000’s As at 31 October 2024 Due from related parties 5,235 Interest receivable 262 Total non-operation assets 5,497 Due to related parties (1,257) Total non-operation liabilities (1,257) Total non-operation assets and liabilities 4,241 [12] Debt Debt In USD 000’s As at 31 October 2024 Short-term borrowings n/a Total debt n/a [13] Excess cash as at the Valuation Date. Excess cash In USD 000’s As at 31 October 2024 Cash balance 995 Operating cash (995) Excess cash -

23 Valuation Report – Class B share in TIAN RUIXIANG Holdings Ltd. SECRET Exhibit G – Source of information Our valuation is based on data and information furnished by Management, which includes, but not limited to, the following; • Background information and future business plan of the Company • Management accounts of the Company for the fiscal year 2022, 2023 and 2024 (i.e. 1 November 2021 to 31 October 2022, 1 November 2022 to 31 October 2023 and 1 November 2023 to 31 October 2024) • Company’s Business Projection as at 31 October 2024 • Other operational and market information in relation to the Company We have also discussed and examined other operational and business information through interviews with relevant senior management. We have relied to a considerable extent on such information in arriving at our opinion of value. We assumed that the data we obtained in the course of the valuation, along with the opinions and representations provided to us by the Company, are true and accurate. We also conducted research using various sources including government statistics and other publications to verify the reasonableness and fairness of information provided and we believe that the information is reasonable and reliable.

PROFESSIONAL DEDICATION CREAT VALUE KKG ENTRUSTED FAITHFUL

Tian Ruixiang (NASDAQ:TIRX)
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Tian Ruixiang (NASDAQ:TIRX)
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