Tianci International, Inc. 8-K

What Happened
Tianci International, Inc. (CIIT) filed an 8‑K reporting the results of its annual shareholder meeting. A total of 18,435,101 shares were voted in person or by proxy, representing approximately 75.15% of the 24,531,803 shares outstanding and entitled to vote. Shareholders re‑elected seven directors (Shufang Gao, Wei Fang, Ying Deng, Yee Man Yung, Fan Liu, Juan Chang, and Guilin Zhang) and approved several proposals including advisory approval of executive compensation, ratification of the auditor, an increase in authorized common shares, authorization for a reverse stock split, and the sale/authorization of Series C Preferred Stock to RQS Capital Limited. After the meeting the Board decided to hold future advisory votes on executive compensation once every year.

Key Details

• 18,435,101 shares voted (≈75.15% of 24,531,803 outstanding).
• Directors re‑elected: each received 17,521,550 votes for, 1,884 votes withheld, and 910,539 broker non‑votes.
• Advisory "say‑on‑pay": 17,521,550 for, 562 against, 2,050 abstained. Shareholders selected annual frequency with 16,884,721 votes for yearly votes. Board confirmed it will hold say‑on‑pay annually.
• Auditor ratified: Bush & Associates CPA approved 18,415,990 for, 1,980 against, 17,131 abstained.
• Corporate actions approved: increase authorized common stock to 2,000,000,000 (18,357,818 for), authorization for board to effect a reverse split at a ratio between 1‑for‑2 and 1‑for‑100 (18,362,815 for), and approval to authorize sale of 30,000 Series C Preferred to RQS Capital (each convertible/exchangeable into 100 common shares) with 3,335,680 for and 14,151,362 abstentions.

Why It Matters
These outcomes confirm the current board will remain in place and give management broad corporate flexibility: a large increase in authorized shares and a permitted reverse split allow the company to change its capital structure (including consolidation or future issuances). The approved sale of Series C Preferred (exchangeable at 1:100) could materially affect common‑share equivalents if converted. The board’s decision to hold annual advisory votes on executive pay establishes the company's shareholder engagement cadence on compensation. Investors should note these governance and capitalization changes when evaluating potential dilution and the company’s corporate actions going forward.