Tianci International Inc

Tianci International, Inc.

Tianci has paid no cash compensation to any officer or director during the past two fiscal years. Unpaid compensation has been accrued pursuant to the Employment Agreements and Director Retainer Agreements described below. On January 19, 2024 the Company issued shares of its common stock in satisfaction of accrued compensation due to current officers and members of the Board as follows:

Wei Fang – 64,600 shares

Fan Liu – 22,100 shares

Yee Man Yung – 22,100 shares

The shares were valued at $1.00 per share.

RQS United Group Limited

RQS United did not pay compensation to any officer or director for services in those roles during its past two fiscal years.

Roshing International Co., Limited

Roshing pays Ying Deng, its Manager, and Shufang Gao, its CEO, a salary of HKD 30,000 (USD 3,860) and HKD 40,000 (USD 5,147) per month, respectively.

Employment Agreements with Key Executives

Employment Agreements

On August 27, 2021, we entered into employment agreements with each of Shufang Gao and Wei Fang and on January 27, 2023, we entered into an employment agreement with Ying Deng (collectively, the “Employment Agreements”), whereby each individual agreed to serve as an Executive Director for monthly compensation equal to U.S. $3,800. Each Employment Agreement expires after three years, unless earlier terminated by death, resignation or removal.

We are entitled to terminate each Employment Agreement for “cause” without notice or remuneration (unless otherwise required by law) if: (i) the executive is convicted or pleads guilty to a felony or to an act of fraud, misappropriation or embezzlement; (ii) the executive has been grossly negligent or acted dishonestly to the detriment of the Company; (iii) the executive has engaged in actions amounting to willful misconduct or failed to perform his duties hereunder and such failure continues after the executive is afforded a reasonable opportunity to cure such failure; or (iv) the executive violates the provisions relating to confidentiality, non-competition and non-solicitation of the Employment Agreement. Upon a termination for “cause,” the executive shall not be entitled to any severance or other benefits under the Employment Agreement but shall be entitled to receive accrued base salary.

If the Employment Agreement is terminated due to the executive’s death or disability, the executive shall be entitled to receive accrued base salary.

If the Employment Agreement is terminated by the Company without “cause”, the executive will receive a lump sum payment equal to 12 months of base salary, a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination, payment of premiums for continued health benefits under the Company’s health plans for 12 months following termination, and immediate vesting of 100% of the then-unvested portion of outstanding equity awards held by the executive, if any.

If the Employment Agreement is terminated due to a change in control, the executive will receive a lump sum payment equal to 12 months of base salary, a lump sum cash payment equal to a pro-rated amount of his/her target annual bonus for the year immediately preceding the termination, and immediate vesting of 100% of the then-unvested portion of any outstanding equity awards held by the executive.

If the Employment Agreement is terminated by the executive due to (1) a material reduction in the executive’s authority, duties and responsibilities, or (2) a material reduction in the executive’s annual salary, the executive will receive a lump sum payment equal to 12 months of base salary.

Director Retainer Agreements

We also maintain seven director retainer agreements with our officers and directors. The agreements have terms of 3 years. The monthly compensation for director is $3,800, and $1,300 for independent directors. The Director Retainer Agreements contain normal and customary terms including provisions relating to indemnification and confidentiality

Stock Incentive Plan

Overview

On April 25, 2024, the Board and majority stockholder adopted the Tianci International, Inc. 2024 Equity Incentive Plan (the “2024 Plan”). The Plan provides for the grant of the following types of stock awards: (a) incentive stock options, (b) stock appreciation rights, (c) restricted stock, (d) restricted stock unit and deferred stock units and (e) performance shares. The Plan is intended to enable the Company and its affiliated companies to recruit and retain highly qualified personnel, to provide those personnel with an incentive for productivity and to provide those personnel with an opportunity to share in the growth and value of the Company. The Company reserved 7,000,000 shares of common stock issuable upon the grant of awards under the Plan. As of the date of this report, we have not issued any shares of common stock to our employees, any directors, consultants or any other individuals under the Plan.

Plan Administration

The Plan will be administered by the Committee. The Committee will have full authority to grant Awards under this Plan. In particular, subject to the terms of the Plan, the Committee will have the authority: (a) to select the Persons to whom Awards may from time to time be granted hereunder; (b) to determine the type of Award to be granted to any Person hereunder; (c) to determine the number of Shares, if any, to be covered by each Award; (d) to establish the terms and conditions of each Award Agreement; (e) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it, from time to time, deems advisable; (f) to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any Award Agreement); (g) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award Agreement in the manner and to the extent it deems necessary to carry out the intent of the Plan; and (h) to otherwise supervise the administration of the Plan. All decisions made by the Committee pursuant to the provisions of the Plan will be final and binding on all persons, including the Company and Participants. No Director will be liable for any good faith determination, act or omission in connection with the Plan or any award.

Eligibility

Employees, Directors, consultants, and other individuals who provide services to the Company or its Affiliates are eligible to be granted Awards under the Plan; provided, however, that only employees of the Company, its parent or a subsidiary are eligible to be granted Incentive Stock Options.

Timing of Stock Option Grants

Our Compensation Committee has not yet granted any awards under a stock incentive plan. Nevertheless, our Board of Directors and our Compensation Committee have adopted policies mandating that they will not grant equity awards when they anticipate the release ofmaterial nonpublic information that is likely to result in a change to the price of our common stock, and will not time the public release of such information based on award grant dates. During the last completed fiscal year, we did not make awards to any named executive officer or director during the period beginning four business days before and ending one business day after the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

Employee Pension, Profit Sharing or other Retirement Plans

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

Outstanding Equity Awards at Fiscal Year End

During the past three fiscal years, none of our executive officers received any equity awards, including options, restricted stock or other equity incentives, from either Tianci, RQS United or Roshing.

Clawback Policy

Our Board of Directors and Compensation Committee have adopted a clawback policy that may be applied in the event of a material financial restatement. The clawback policy covers executive officers and includes all incentive compensation given to executive officers. Specifically, in the event of an accounting restatement, we must recover, reasonably promptly, any excess incentive compensation during the three completed fiscal years immediately preceding the date on which we are required to prepare an accounting restatement. Compensation that may be recoverable under the policy includes cash or equity-based compensation for which the grant, payment or vesting is or was based wholly or in part on the attainment of a financial reporting measure. The amount to be recovered will be the excess of the incentive compensation paid based on the erroneous data over the incentive compensation that would have been paid had it been based on the restated results. The full text of our Clawback Policy is included as Exhibit 97.1 to this annual report.