The execution of the MOU marks a further step in the advancement and evaluation of the strategic cooperation between TIRX and SwiftStart Inc. The two parties plan to explore collaboration across multiple areas, including industry digital transformation, intelligent risk management systems, data asset operations, and international business expansion, with the objective of enhancing TIRX's overall competitiveness in global capital markets and along the industry value chain.

TIRX's management commented, "The signing of this strategic Memorandum of Understanding with SwiftStart Inc. reflects the positive recognition by international investment institutions of our business model, operational foundation, and long-term development potential. This cooperation framework provides additional strategic flexibility as we continue to strengthen our capital base and advance digital transformation initiatives, innovative business expansion, and potential mergers and acquisitions. We remain focused on improving user experience and operational efficiency to further reinforce our core competitive advantages."

SwiftStart Inc. stated, "TIRX demonstrates a clear strategic positioning, verifiable operational performance, and resilient growth potential in its relevant service segments and digital operations. Through this Memorandum of Understanding, SwiftStart Inc. looks forward to exploring multi-dimensional collaboration with TIRX across capital, technology, and resources, supporting the Company's efforts to unlock greater growth opportunities in China and international markets and to achieve sustainable long-term value creation."

The MOU is non-binding, and the completion of any proposed transaction remains subject to the negotiation and execution of definitive agreements, completion of due diligence, satisfaction of customary closing conditions, and applicable corporate and regulatory approvals. There can be no assurance that the parties will enter into definitive documentation or that any transaction will be completed.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company's proposed offering. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as "approximates," "believes," "hopes," "expects," "anticipates," "estimates," "projects," "intends," "plans," "will," "would," "should," "could," "may" or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and other filings with the SEC.

Contact:

For investor and media enquiries, please contact: 
TIAN RUIXIANG Holdings Ltd 
Investor Relations Department
Email: ir@tianrx.com 

Pursuant to the Notice, normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Listing Rule 5810(c)(3)(A)(iv), the Company is not eligible for any compliance period specified in Listing Rule 5810(c)(3)(A) due to the fact that the Company has effected a reverse stock split over the prior one-year period. As a result, the Staff determined to delist the Company's securities from The Nasdaq Capital Market.

The Company requested a hearing before the Nasdaq Hearings Panel (the "Panel") on January 22, 2026, to appeal the Notice and to address compliance with the Minimum Bid Price Requirement. This hearing request has stayed the delisting of the Company's securities pending the Panel's decision. Consequently, the Company's securities will continue to trade on The Nasdaq Capital Market while the appeal process is pending.

On January 22, 2026, Nasdaq notified the Company that the hearing is scheduled to be held on February 17, 2025. The Company intends to present a plan to regain compliance to the Panel. However, there are no assurances that the Company will be able to regain or maintain compliance with the Minimum Bid Price Requirement or any other Nasdaq listing standards, that Nasdaq will grant the Company any extension of time to regain compliance with the Minimum Bid Price Requirement, or that any such appeal to the Panel will be successful, as applicable.

About TIAN RUIXIANG Holdings Ltd

TIAN RUIXIANG Holdings Ltd, headquartered in Beijing, China, is an insurance broker operating in China through its China-based variable interest entity. It distributes a wide range of insurance products, which are categorized into two major groups: (1) property and casualty insurance, such as commercial property insurance, liability insurance, accidental insurance, and automobile insurance; and (2) other types of insurance, such as health insurance, life insurance, and other miscellaneous insurance.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These include statements regarding future plans, objectives, expectations and intentions, and involve known and unknown risks and uncertainties. Words such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "continue," or similar expressions identify these statements. These forward-looking statements are based on current expectations and assumptions and are not guarantees of future performance; actual results may differ materially. TIAN RUIXIANG Holdings Ltd. undertakes no obligation to update these statements for subsequent events or circumstances, except as required by law.

For investor and media enquiries, please contact: 
TIAN RUIXIANG Holdings Ltd 
Investor Relations Department
Email: ir@tianrx.com