FWP 1 tm212125-1_fwp.htm FREE WRITING PROSPECTUS

 

Investor Presentation Nasdaq:TIRX (Proposed) Holdings Ltd. January 2021 Issuer Free Writing Prospectus Dated January 7, 2021 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated December 23, 2020 Registration Statement No. 333 - 235727

 
 

This presentation includes statements that are, or may be deemed, "forward - looking statements . " In some cases these forward - looking statements can be identified by the use of forward - looking terminology, including the terms "believes," "estimates," "anticipates," expects," "plans," intends," "may," "could," "might," "will," "should," "approximately," "potential," or in each case, their negative or other variations thereon or comparable terminology, although not all forward - looking statements contain these words . They appear in several places throughout this presentation and include statements regarding our intentions, beliefs, projections, outlook, analyses or current expectations concerning, among other things, insurance market in China and the prospects of our insurance brokerage business as stated herein . By their nature, forward - looking statements involve risks and uncertainties because they relate to events, competitive dynamics, and regulatory developments and depend on the economic circumstances that may or may not occur in the future or may occur on longer or shorter timelines than anticipated . Although we believe that we have a reasonable basis for each forward - looking statement contained in this presentation, we caution you that forward - looking statements are not guarantees of future performance and that our actual results of operation, financial condition and liquidity, and the development of the industry in which we operate may differ materially from the forward - looking statements contained in this presentation as a result of, among other factors, the factors referenced in the "Risk Factors" section of the prospectus contained in our Registration Statement of Form F - 1 filed with the Securities and Exchanged Commission on December 27 , 2019 , for our proposed initial public offering (the "Registration Statement") . In addition, even if our results of operation, financial conditions and liquidity, and the development of the industry in which we operate are consistent with the forward - looking statements contained in this presentation, they may not be predictive of results or developments in future periods . Any forward - looking statement that we make in this presentation speaks only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this presentation . This presentation highlights basic information about us and the offering . Because it is a summary, it does not contain all of the information that you should consider before investing . You should read carefully the factors described in the "Risk Factors" section of the prospectus contained in the Registration Statement to better understand the risks and uncertainties inherent in our business and any forward - looking statements . We have filed a Registration Statement (including a prospectus) with the SEC for the offering to which this presentation relates . The Registration Statement has not become effective yet . Before you invest, you should read the prospectus in the Registration Statement (including the risk factors described therein) and other documents we have filed with the SEC for more complete information about us and the offering . You may get these documents for free by visiting EDGAR on the SEC Web site at http : //www . sec . gov . The preliminary prospectus, dated December 23 , 2020 , is available on SEC Website at : https : //www . sec . gov/Archives/edgar/data/ 1782941 / 000110465920139020 /tm 2039229 d 1 _f 1 a . htm#a 001 _v 1 Alternatively, we or any selling agent participating in the offering will arrange to send you the prospectus if you contact Network 1 Financial Securities, Inc . , 2 Bridge Ave, Suite # 241 , Red Bank, NJ 07701 , or by calling + 1 ( 800 ) - 886 - 7007 . 2 Disclaimer

 
 

3 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Table of Contents 1 2 3 4 5 Offering Summary Industry Analysis Business Overview Management and Directors Financial Highlights

 
 

4 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. PART 0 1 Offering Summary

 
 

5 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Investment Highlight Offering 57 property and casualty insurance and 131 life insurance products from more than 40 insurance company partners, as well as institutional risk management services Effective combination of branch offices and online insurance product portal Needbao to provide quality service and drive future expansion China’s independent insurance intermediary market is experiencing rapid growth due to increasing demands for insurance products by the Chinese population Long term cooperating agreements with insurance company partners Diversified Product Portfolio Offline + Online Market Potential Strong Business Relationships See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Investment Highlight

 
 

 

6 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Offering Summary Issuer Tian Ruixiang Holdings Ltd Securities Class A Ordinary Shares Proposed Exchange/Ticker Nasdaq Capital Market : TIRX Pre - Offering Shares Outstanding 3 , 750 , 000 Class A Ordinary Shares + 1 , 250 , 000 Class B Ordinary Shares Number of Shares Offered 3 , 000 , 000 Class A Ordinary Shares ( 3 , 450 , 000 if full exercise of the underwriters’ over - allotment option) Post - Offering Shares Outstanding 6 , 750 , 000 Class A Ordinary Shares ( 7 , 200 , 000 if full exercise of the underwriters’ over - allotment option) + 1 , 250 , 000 Class B Ordinary Shares Offering Price per Share $ 4 . 00 ~ $ 4 . 50 Gross Proceeds $ 12 Million ~ $ 13 . 5 Million Use of Proceeds (i) 60%: Opening up new branches (ii) 20%: Research, development and operational investment on our new Internet Insurance Center (iii) 20%: General working capital Underwriter Network 1 Financial Securities, Inc .

 

 
 

7 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. PART 0 2 Industry Analysis

 
 

8 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Industry – Insurance Market T otal insurance premium income in China grew at a CAGR of 15.6% between 2012 and 2019 and reached RMB 4,264.5 billion (approximately $612 billion) in 2019 Source: CBIRC China Insurance Premium Income and Growth Rate from 2007 to 2019 (in 100 million RMB) 7,036 9,784 11,137 14,528 14,339 15,488 17,222 20,235 24,283 30,959 36,581 38,017 42,645 39.1% 13.8% 30.4% - 1.3% 8.0% 11.2% 17.5% 20.0% 27.5% 18.2% 3.9% 12.2% -5.0% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% - 5,000 10,000 15,000 20,000 25,000 30,000 35,000 40,000 45,000 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Insurance company premium income Annual growth rate

 
 

9 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Industry – Insurance density and depth • China’s insurance density grew at a CAGR of 22.88% between 2010 and 2018 and reached RMB2,724 (approximately $406) in 2018 while China’s insurance penetration rate has increased from 3.04% in 2011 to 4.3% in 2019 with an average annual increase of 0.16% ( “The Analysis Report on Financial Inclusion Indicators in China in 2018” by the People’s Bank of China; CBIRC ) China Insurance Depth Source: People's Bank of China Financial Consumption Rights Protection Bureau “ the Analysis Report on Financial Inclusion Indicators in China in 2018”; CBIRC China Insurance Density (Unit: Yuan) Source: People's Bank of China Financial Consumption Rights Protection Bureau “ the Analysis Report on Financial Inclusion Indicators in China in 2018”; CBIRC 968 1,047 1,131 1,266 1,518 1,766 2,239 2,632 2,724 3,046 - 500 1,000 1,500 2,000 2,500 3,000 3,500 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 3.14% 3.04% 2.98% 3.03% 3.18% 3.52% 4.16% 4.42% 4.22% 4.30% 0.00% 0.50% 1.00% 1.50% 2.00% 2.50% 3.00% 3.50% 4.00% 4.50% 5.00% 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

 
 

10 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. • By the end of 2018, 499 of 2,647 professional insurance intermediary firms in China were insurance brokers ( CIRC ) • China’s professional insurance intermediaries are still at their early stage of development in terms of capital, business inc ome , technology and service capabilities, and the collective market share of professional insurance intermediaries is still very s mal l compared to the market share of the other distribution channels • Consumer demand will drive the growth of the professional insurance intermediary sector • Competition among insurance companies will force expansion of distribution channels • The favorable regulatory environment will benefit professional insurance intermediaries Source: website of CIRC Source: 2018 China insurance yearbook Insurance Broker Market 6.3% 6.5% 6.7% 7.3% 7.0% 42.2% 37.9% 34.2% 34.6% 36.2% 38.1% 38.8% 39.5% 37.9% 38.1% 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% 30.0% 35.0% 40.0% 45.0% 2011A 2012A 2013A 2014A 2015A Professional intermediaries Part-time agency Salesman 1,853 1,823 1,770 1,767 1,764 1,725 1,730 1,741 1,790 292 416 434 438 445 445 470 490 499 289 305 315 320 337 333 364 365 353 2,434 2,544 2,519 2,525 2,546 2,503 2,564 2,596 2,642 - 500 1,000 1,500 2,000 2,500 3,000 2010 2011 2012 2013 2014 2015 2016 2017 2018 Insurance agent Insurance broker Insurance public valuator Total

 
 

11 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Our principal competitors include: • Professional insurance intermediaries. The professional insurance intermediary sector in China is still in the developing stage, accounting for about 12% of the total insurance premiums generated in China in 2018, according to CIRC. Stricter governmental supervision, industry regulation, and difficulty of obtaining the required operating license increase the barrie r of entry into this industry. With increasing consolidation expected in the insurance intermediary sector in the coming years, we expect competition within this sector to intensify. • Insurance companies. We compete against insurance companies that rely on their own sales force to distribute their products. • Other business entities. In China, some business entities may distribute insurance products as an ancillary business; primarily commercial banks, postal offices, car dealers, and hospitals. According to the China Insurance Yearbook issued by the China Insurance Regulatory Commission in 2018, in 2017, there were 3 insurance brokers with annual income exceeding RMB 1 billion, 44 exceeding RMB 100 million, and 135 exceeding RMB 20 million. Competition

 
 

12 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. PART 0 3 Business Overview

 
 

13 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Corporate Structure 2010 2015 2016 2019 201 8 Zhejiang Tianruixiang Insurance Broker Co., Ltd. Hebei Hengbang Insurance Assessment Co., Ltd. Beijing Wandezhonggai Management Consulting Co., Ltd. Need Bao (Beijing) Network Technology Co., Ltd. Tianyi Duowen (Beijing) Network Technology Co., Ltd. TIAN RUIXIANG Holdings Ltd. (“TRX” or ”the company”) TRX HONG KONG INVESTMENT LIMITED Beijing Tianruixiang Management Consulting Co., Ltd. Zhejiang Tianruixiang Insurance Broker Co., Ltd. Chongqing Branch Zhejiang Tianruixiang Insurance Broker Co., Ltd. Hubei Branch Zhejiang Tianruixiang Insurance Broker Co., Ltd. Hunan Branch Zhejiang Tianruixiang Insurance Broker Co., Ltd. Shanxi Branch Zhejiang Tianruixiang Insurance Broker Co., Ltd. Jiangsu Branch Zhejiang Tianruixiang Insurance Broker Co., Ltd. Shanxi Branch Zhejiang Tianruixiang Insurance Broker Co., Ltd. Qingdao Branch Zhejiang Tianruixiang Insurance Broker Co., Ltd. Beijing Branch

 
 

14 Automobil e 30% Commerci al property 3% Liability 37% Life 5% Accidental injury 9% Health 5% Others 11% Company Overview 8 Branches* (Xi'an, Qingdao, Beijing, Changsha, Wuhan, Taiyuan, Nanjing, Chongqing ) 40 + Insurance Company Partners* 1,182/ 5,997 Institutional /Individual Customers in FY19** 188 Insurance Products Carried* We are an insurance broker distributing a wide range of insurance products underwritten by insurance companies to enterprise and individual customers in China • Incorporated in 2010 • C urrent management took over in 2016 • Acts on behalf of our customers seeking insurance coverage from insurance companies and receive commissions paid by insurance company partners, typically based on a percentage of the premium paid by the insured • Carries 57 property and casualty insurance and 131 life insurance products from 40+ insurance companies (as of today) • Launched institutional risk management services for enterprise customers in December 2018 • Launched online insurance product platform – Needbao in June 2019 * As of the date of this presentation ** FY ended October 31 ***1H20 numbers are unaudited $2 Million Revenues in FY 19 ** 1HFY20*** Sales Percentage by Insurance Products

 
 

15 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Our Partners 40+ insurance company partners For 1H20, our top 5 insurance company partners accounted for 77.2% of our total commissions: • PICC Beijing Branch, 26.1% • Ping An Property Insurance of China Incorporated Company’s Beijing Branch, 23.6% • Ping An Property Insurance of China Incorporated Company’s Foshan Branch, 16.1% Note: FY ended October 31 1H20 numbers are unaudited

 
 

16 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Customers 0 1,548 8,291 5,997 607 FY16 FY17 FY18 FY19 1HFY20 Individual Customers 3 1,002 1,374 1,182 106 FY16 FY17 FY18 FY19 1HFY20 Institutional Customers Reinsurance rat e 72.79 % in 1HFY20 Note: FY ended October 31 1H20 numbers are unaudited

 
 

17 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Individual Accident Insurance • Provide a benefit in the event of death or disability of the insured (accident), or a reimbursement of medical expenses to th e i nsured (accident) • Coverage period: one year or less • Require a single premium payment for each coverage period Commercial Property Insurance • Provide basic, comprehensive and all risk policies • Customers includes more than 1,100 institutions, ranging from small start - ups to established major corporations Liability Insurance • Provide product liability and employer’s liability insurance products • Cover losses to third parties due to the misconduct or negligence of the insured party 70.5% of total commission and fee revenues in 1HFY20 Property & Casualty Insurance Products Note: FY ended October 31 1H20 numbers are unaudited Automobile Insurance • Provide both mandatory automobile insurance policies (required by law), supplemental policies (optional) • Supplemental policies accounts for 29.8% of 1H20 revenues • Customers are mainly buyers for institutional group insurance as well as some individuals • Standard automobile insurance policies: one - year coverage of damages caused to the insured vehicle

 
 

18 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Life Insurance Products Individual Whole Life Insurance • Provides insurance for the insured person’s entire life • Coverage period: 5 - 30 years or until the insured person reaches a certain age • Face amount and interest is paid upon the death of the insured Group Life Insurance • Provides several group insurance products include group health insurance • Coverage period: one year • Requires a single premium payment Individual Term Life Insurance • Provides insurance for the insured for a specified time period or until the attainment of a certain age • Coverage period: 5 - 20 years • Expires without value if the insured survives the coverage period Individual Endowment Life Insurance • Provides maturity benefits if the insured reaches specified age • Provides to a beneficiary guaranteed benefits upon the death of the insured within the coverage period 5.2% of total commission and fee revenues in 1HFY20 Note: FY ended October 31 1H20 numbers are unaudited

 
 

19 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. • Launched in December 2018 • Service contracts with 14 enterprise customers and generated revenues of RMB2,770,000 (US$420,659) as of the date of this presentation • We conduct in - depth analysis of risks in company operations, and develop a specific risk management and transfer plan Institutional Risk Management Services Institutional Risk Management Services

 
 

20 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. • Started offering a limited number of insurance products in June 2019 • Online insurance center with technology enabled insurance service • Leverage resources online and offline, provide real time 24 - 7 customer service to our existing and potential customers • 887 registered members and generated sales of RMB119,706 (US$18,178) as of November 2020 Online Insurance Center - Needbao needbao.tianrx.com

 
 

21 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Distribution Network & Marketing 388 sales professionals & 8 branches office in 8 major cities as of November 2020 • Collaborate with non - insurance - service companies to acquire new customers including • Participate in cultural and community events • Sponsor salons and conferences • Cooperate with car manufacturers and dealers Cross Industry Cooperation • Distribute insurance products in local markets • 8 branches in Xi'an, Qingdao, Beijing, Changsha, Wuhan, Taiyuan, Nanjing and Chongqing as of the date of this presentation • 4 new branches in progress Offline Outlet • Place targeted online advertisements on our promotional partners’ Internet platforms to promote products and services • Cooperating partners include Uflying Ltd. and Zhongmingzaixian Technology Co., Ltd. • Work with industry associations and financial institutions to place advertisements on their platform to acquire additional customers Online Platform See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss.

 
 

22 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Competitive Strength • New business practice of making a selected group of sales personal salaried employees • 388 sales professionals as of November 2020 • Agents and employees provide high quality services to customers Dedicated Sales Professionals • 57 property and casualty insurance products and 131 life insurance products from 40+ insurance companies • Focus on both life insurance and property and casualty insurance (offline and online) Dynamic Product Offerings • In - house training program covers both product knowledge and sales skills • O ne - week orientation program for all sales professionals Rigorous Training / Development • Management team has an average over 5 years of insurance industry experience Experienced Management Team • Provide personalized customer service throughout the whole process of purchasing insurance, including in - depth customer needs and analysis, product and plan customization Premium Customer service

 
 

23 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Growth Strategy Online Insurance Sales • Needbao is expected to become one of our major distribution channels and generate additional sales in the coming years Open New Branches • G row distribution network by opening new branches in selective Chinese cities • R ecruit more sales agents and support professionals Strengthen Relationship • O btain favorable commission rates and exclusive rights for high - margin products • C ollaborate with insurance company partners to custom - develop products Expand Product and S ervices Offering • Expand product and services offerings to attract new customers and remain competitive • Offer Risk Management Services to institutional customers Expand Into Life - Insurance Sector • D evote significant resources to grow life insurance products business • R ecruit sales and marketing professionals • L everage existing customers to cross - sell life insurance products • G row property and casualty insurances business

 
 

24 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. PART 0 4 Management and Directors

 
 

25 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Mana gement Zhe Wang Chairman & CEO • CEO and Chairman of the board of the Company since March 2019 • CEO of Zhejiang Tianruixiang Insurance Broker Co., Ltd. since May 2016, and Beijing Wandezhonggai Management Consulting Co., Ltd. from September 2016 to March 2020 • CEO of Mingruibotong (Beijing) investment management co., Ltd. from August 2013 to March 2020 • Investment manager at Huaxia Bank from May 2008 to August 2013 • B.A. in Public Finance from Renmin University of China and EMBA at China Europe International Business School Mingxiu Luan CFO • CFO of the Company since March 2019; CFO of Zhejiang Tianruixiang Insurance Broker Co., Ltd. since May 2016 • Financial director of Mingruibotong (Beijing) investment management co., LTD. from March 2015 to March 2020 • Senior audit manager in Shandong branch of WUYIGE Certified Public Accounting LLP from November 2009 to April 2014 • Deputy director of finance department of Beijing CNlive Culture Media co., Ltd. from March 2014 to November 2014 • Bachelor‘s degree in Accounting from Shandong University of Finance and Economics • CPA in China See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss.

 
 

26 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Directors Michael J. Hamilton Independent Director Nominee • Retired audit partner at PricewaterhouseCoopers LLP • Member of the Board of Directors of Coda Octopus Group since 2000 • Director on the board of directors for MMC Energy, Inc. from June 2004 to December 2009, MXenergy , Inc. from October 2004 to July 2011, and Gradient Resources, Inc. from January 2010 to September 2012 • Senior Vice President at Powerlink Transmission Company from May 2012 to November 2014 • Bachelor’s degree in Accounting from St. Francis College • CPA in the US Hai Jiang Independent Director Nominee • A member of the board of directors of Jiangsu Asset Appraisal Associate since June 2017 • Project manager, senior manager and general manager of Jiangsu branch of Zhongjing Minxin (Beijing) Asset Appraisal Co., Ltd. since August 2008 • Bachelor’s degree in Land Resource Management Engineering from Wuhan University; Bachelor’s degree in accounting from Zhongnan University of Finance and Economics Benjamin Andrew Cantwell Independent Director Nominee • Security manager at Google (Hong Kong) Limited since September 2018 • Security director at Procter and Gamble (Guangzhou) Company Limited from October 2010 to September 2018 • Bachelor's degree in Chinese from Middlebury University; Master’s degree in International Relations (concentration in international and Chinese law) from Nanjing University’s Center for Chinese and American Studies • Certificate in Advanced Computer Security Program from Stanford University School of Continuing Education Sheng Xu Director Nominee • Director nominee of the Company • Director of the market development department of Beijing Ruisibotong Brand Management Co., Ltd. since September 2017 • Wealth manager and assistant president of Hua Xia Bank from June 2006 to August 2017 • Bachelor’s degree in English from Beijing City University; EMBA from China University of International Business and Economics See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss.

 
 

27 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. PART 0 5 Financial Highlights

 
 

28 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Financial Highlights Revenue ($’000) and Operating Margin (%) EPS ($) $ 2 .0 Million FY19 Revenues 1,531 3,088 2,002 1,083 708 72.9% 47.3% 5.1% 23.6% - 52.0% -60.0% -40.0% -20.0% 0.0% 20.0% 40.0% 60.0% 80.0% 100.0% - 500 1,000 1,500 2,000 2,500 3,000 3,500 FY17 FY18 FY19 1HFY19 1HFY20 0.19 0.22 0.04 0.05 (0.05) FY17 FY18 FY19 1HFY19 1HFY20 US Dollars ▪ Revenues de creased by 35 % to $ 2 .0 million for FY19. The decrease was due to a significant decrease in commissions from automobile as a result of regulation changes ▪ Operating margin decreased to 5.1% for FY19 from 47.3% for FY18. ▪ EPS was $0.04 for FY19 as compared to $0.22 for FY18 FY19 EPS $0.04 Note: FY ended October 31 1H20 and 1H19 numbers are unaudited

 
 

29 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Income Statement Income Statement (US$ thousands, except per share data) FY17 FY18 FY19 1HFY19 Unaudited 1HFY20 Unaudited Revenue 1,531 3,088 2,002 1,083 708 Selling and marketing expense 77 1,033 798 278 532 Co mpensation and related benefits 137 166 651 333 356 Rent and related utilities 48 153 213 106 97 Professional fees 111 86 124 37 49 Other general and administrative 42 176 114 74 42 Other general and administrative – related parties - 13 - - - Total operating expenses 415 1,628 1,900 827 1,076 Income from operations 1,116 1,459 103 256 (368) Interest income 7 14 275 145 94 Interest expense - (22) (18) (25) - Interest expenses – related parties - (0) (1) (0) - Bargain purchase gain 2 - - - - Other income 7 36 55 24 42 Total other income, net 16 27 311 144 137 Income before income taxes 1,132 1,487 414 399 (231) Income taxes 168 365 238 147 5 Net income 963 1,121 176 252 (236) Net income attribute to non - controlling interest - 0 - 0 (0) Net income attribute to ordinary shareholders 963 1,121 176 252 (236) EPS - basic and diluted 0.19 0.22 0.04 0.05 (0.05) Note: fiscal year ends October 31

 
 

30 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Balance Sheet Balance Sheet (US$ thousands) 10/31 2017 10/31 2018 10/31 2019 4/30 2020 Unaudited Cash and cash equivalents 96 6,713 6,243 5,744 Restricted cash 151 915 724 724 Commissions receivable 112 265 173 264 Security deposit - 11 17 - Prepaid expenses and other current assets 46 107 932 1,259 Due from related parties 274 442 - 14 Total current assets 678 8,453 8,088 8,004 Security deposit – noncurrent portion 6 8 7 6 Note receivable 241 229 - - Interest receivable 7 17 - - Property and equipment, net 16 17 20 22 Intangible assets, net 40 17 170 161 Right - of - use assets, operating lease - - 124 195 Total non - current assets 310 288 321 384 Total assets 989 8,742 8,410 8,388 Borrowings - 365 - - Borrowings – related parties - 8 - - Insurance premiums payable - 196 - - VAT and other taxes payable 185 377 319 314 Accrued liabilities and other payables 26 138 177 263 Due to related parties 60 183 218 273 Operating lease liabilities - - 78 120 Total current liabilities 270 1,268 791 969 Operating lease liabilities – noncurrent portion - - 40 94 Total liabilities 270 1,268 831 1,063 Ordinary shares 5 5 5 5 Additional paid - in capital 1,456 7,691 7,691 7,696 Retained earnings (accumulated deficit) (877) 215 301 57 Statutory reserve - 29 119 128 Accumulated other comprehensive income (loss) – foreign currency translation adjustment 131 (468) (538) (562) Total TRX stockholders’ equity 714 7,473 7,578 7,324 Non - controlling interest - 0 0 0 Total equity 714 7,474 7,579 7,325 Total liabilities and equity 985 8,742 8,410 8,388

 
 

31 See offering documents for further risks and disclosures. There is no guarantee that any specific outcome will be achieved. Inv estments maybe speculative, illiquid and there is a risk of loss. Statement of Cash Flows (US$ thousands) FY17 FY18 FY19 1HFY19 Unaudited 1HFY20 Unaudited Net income 963 1,121 176 252 (236) Depreciation and amortization 11 30 35 12 14 Loss on disposal of fixed assets 0 0 0 0 0 Bargain purchase gain (2) 0 0 0 0 Commissions receivable (106) (168) 91 29 (92) Security deposits (2) (15) (4) (0) 2 Prepaid expenses and other current assets (44) (67) (356) (107) 32 Interest receivable (7) (11) 17 17 0 Due from related parties (267) (193) 448 448 (15) Insurance premium payable 0 209 (199) (196) 0 VAT and other taxes payables 179 214 (56) 47 (4) Accrued liabilities and other payables 19 120 41 143 88 Due to related parties (245) 134 37 192 58 Net cash provided by operating activities 499 1,375 229 836 (129) Purchase of property and equipment 0 (10) (12) (12) (6) Payments of intangible assets (41) 0 (183) 0 0 Changes of restricted cash 0 0 0 0 0 Cash paid for business acquisition (232) 0 0 0 0 Cash acquired on acquisition of business 15 0 0 0 0 Proceed received from repayment of note receivable 0 0 232 235 0 Net cash provided by investing activities (258) (10) 37 223 (6) Proceeds received from borrowings 0 708 0 0 0 Repayment s made for borrowings 0 (320) (369) (249) 0 Proceeds received from related parties‘ borrowings 0 34 0 0 0 Repayments made for related parties‘ borrowings 0 (25) (8) (0) 0 Payments of deferred offering costs 0 0 (494) (401) (349) Capital contribution from shareholders 0 6,090 0 0 0 Net cash provided by financing activities 0 6,487 (871) (649) (344) Effect of changes of foreign exchange rates on cash, cash equivalents and restricted cash 3 (471) (56) 277 (20) Net (decrease) increase in cash, cash equivalents and restricted cash 244 7,380 (661) 687 (499) Cash, cash equivalents and restricted cash, BoP 3 247 7,627 7,627 6,967 Cash, cash equivalents and restricted cash, E oP 247 7,627 6,967 8,314 6,468 Statement of Cash Flows Note: fiscal year ends October 31

 
 

Investor Relations: Sherry Zheng shunyu.zheng@weitian - ir.com +1 718 213 7386 At the Company: Zhe Wang, CEO wangzhe @tianrx.com +86 135 0120 5319 At the Underwriter : Steven Sun jsun@netw1.com +1 973 204 9757