Core Viewpoint - TIAN RUIXIANG Holdings Ltd plans to acquire Ucare Inc., a cloud-based AI-driven health insurance risk management platform, in an all-share deal valued at US$150 million, aiming to enhance growth opportunities in the health insurance sector [1][4]. Company Summary - TIAN RUIXIANG Holdings Ltd is an insurance broker based in China, distributing a variety of insurance products, including property and casualty insurance, health insurance, and life insurance [7]. - Ucare Inc. operates the only cloud-based AI-driven hospital and health insurance risk management platform in China, serving over 4,000 hospitals and contributing to a reduction of US$6.82 billion in avoidable healthcare expenditures as of December 2024 [3][8]. Acquisition Details - The acquisition involves a share exchange agreement where Ucare's shareholders will receive 101,486,575 newly-issued class A ordinary shares of TRX, representing approximately 91.75% of TRX's total issued Class A shares and about 13.70% of its total voting power upon closing [2][5]. - The transaction is expected to close around July 2025, with shares held in escrow until Ucare achieves a cumulative revenue target of at least RMB150 million over three years post-closing [5]. Strategic Implications - The acquisition is positioned to leverage Ucare's AI-driven data analytics to create differentiated health insurance products and strengthen distribution within hospital systems, aligning with the rapid expansion of China's health insurance market [4]. - Ucare's integration into TRX is expected to enhance the company's ability to design tailored insurance products, streamline claims, and diversify revenues, marking a significant step towards a data-powered insurance service model [6].