Termination and Rescission of Share Exchange Agreement

TIAN RUIXIANG Holdings Ltd. (TRX) and its subsidiary VitaCare Limited have entered into a Termination and Rescission Agreement with Ren Talents Inc. This agreement effectively terminates and rescinds a Share Exchange Agreement dated November 4, 2025. The original agreement involved the exchange of equity for 3,211,010 Class A ordinary shares of TRX, which were held in escrow and never released. Due to the unfinalized consideration and the transaction remaining executory, both parties mutually agreed to rescind the agreement 'ab initio', restoring their original positions. Key terms include the return of equity interest in Ren Talents Inc. to the original sellers, cancellation of the 3,211,010 Class A ordinary shares held in escrow, and mutual ring-fencing of risks, liabilities, and litigation. The agreement is effective immediately upon execution, and TRX will file a Form 6-K to disclose this termination.