Tianci International Inc

This proposal asks stockholders to cast a non-binding, advisory vote approving the Company’s disclosed executive compensation arrangements for the named executive officers for fiscal year 2025. Management seeks this advisory endorsement to confirm shareholder support for its compensation philosophy and to provide the Compensation Committee with feedback that may be used in setting future pay programs. The company frames its program as intended to attract, motivate, reward, and retain senior management while aligning pay with performance and long-term stockholder interests. Because the vote is advisory, it will not directly change compensation arrangements, but the Compensation Committee will consider the outcome when evaluating future decisions — making the vote an important governance signal. The Board and Compensation Committee recommend a “FOR” vote, asserting that the FY2025 compensation was reasonable and justified by performance. Key considerations for an investor evaluating this proposal include the disclosed pay levels relative to company size and performance, the structure of incentive elements (if any), and the fact that the company has recently increased executive cash retainer levels (noted elsewhere in the proxy). The proposal offers shareholders a periodic accountability mechanism without binding force, and management emphasizes responsiveness to the vote despite its non-binding nature. In assessing risks, investors should weigh that a favorable advisory vote validates management’s approach but does not preclude future changes; an unfavorable vote would put pressure on the Compensation Committee to review and potentially revise pay practices.

This non-binding proposal asks shareholders to indicate whether advisory votes on executive compensation (like Proposal No. 2) should occur every one, two, or three years, with the Board recommending a triennial frequency. Management’s rationale emphasizes reduced administrative burden and the encouragement of long-term compensation assessment if votes are less frequent, while acknowledging that more frequent votes can provide timely shareholder feedback. The Board contends that a three-year cycle balances the costs to shareholders and the company with the benefits of periodic accountability, and it will nonetheless consider shareholder sentiment in future governance decisions. For investors, the material impact is governance-related rather than operational — frequency affects how rapidly shareholders can register approval or disapproval of pay practices and how often the Compensation Committee must respond. A “Three Years” outcome effectively institutes a multi-year cadence for investor feedback, which can slow iterative adjustments to executive pay but may encourage multi-year incentive design. The Board also notes legal requirements to resubmit frequency at least every six years, so the proposal is not permanent. Evaluating this vote requires weighing investors’ desire for frequent oversight against management’s arguments for reduced short-termism and administrative efficiency.

This management proposal requests shareholder approval to amend the Company’s Articles of Incorporation to increase authorized common shares from 100 million to two billion, providing the Board with a significantly expanded equity issuance capacity. Management argues the increase is necessary to enable future equity financings, acquisitions, strategic transactions, equity compensation plans, stock splits/dividends, and other corporate purposes without the delay and cost of a special shareholder meeting. The Board frames the change as a tool to strengthen the balance sheet and pursue growth — particularly financing opportunities in the Company’s logistics business and potential acquisitions — while acknowledging the dilution risk for existing holders. Key investor considerations include the material dilution potential if a large number of shares are issued, the Board’s stated lack of present plans to use the shares, and the possibility that management could theoretically use the additional shares for defensive, anti-takeover purposes even though they disavow such intent. From a governance perspective, the authorization transfers significant issuance flexibility to the Board, so investors should consider whether existing governance controls (e.g., shareholder approval thresholds for certain issuances, related-party transaction policies, and Nasdaq rules) are adequate to limit self-interested or opportunistic issuance. The Board recommends a “FOR” vote citing the strategic and financing flexibility benefits, but shareholders should weigh that potential benefit against the immediate dilution and control implications.

This proposal authorizes the Board to file a Certificate of Change effecting a reverse split of the Company’s common stock at any ratio between 1-for-2 and 1-for-100, with the Board retaining discretion on whether and when to implement the split within one year. The principal driver is Nasdaq compliance: the Company received a deficiency notice for failing to maintain the $1.00 minimum bid price, and a reverse split is a common remedial measure to boost per-share price to regain listing compliance. Management also argues a higher per-share price could broaden the investor base, attract institutional interest, and reduce some broker-dealer disincentives to trade low-priced shares. However, reverse splits do not change fundamentals and can reduce liquidity by decreasing the number of outstanding shares; if the price does not proportionally increase, market capitalization and investor perception can suffer. The Board emphasizes that it may abandon the reverse split if conditions change, and it will consider factors such as prevailing market price, liquidity, and compliance timelines in selecting a ratio. For investors, the key risks are potential dilution from subsequent equity issuances, reduced liquidity, and the possibility that the split fails to achieve sustained Nasdaq compliance. The Board recommends a “FOR” vote to preserve the option to act quickly to avoid delisting, but shareholders should weigh the remedial benefits against the potential long-term liquidity and market perception impacts.

This management proposal seeks shareholder approval for a related-party sale: designation and sale of 30,000 Series C Preferred shares to RQS Capital (a vehicle controlled by CEO Shufang Gao) for $30,000, where each preferred share converts into 100 common shares (aggregate conversion into 3,000,000 common shares). Management frames the transaction as compensation recognizing the CEO’s contributions — including leadership of the shipping logistics business, anticipated role in a new blockchain/mining initiative, and the fact that his cash salary is below market — and believes the issuance will help retain and incentivize Mr. Gao. The transaction is dilutive (the proxy estimates roughly 10.8% dilution and a large implicit subsidy relative to market value) and constitutes related-party compensation, which raises governance and Nasdaq listing risk considerations (the issuance could reduce stockholders’ equity and affect continued listing requirements). Nasdaq rules require shareholder approval because the buyer is management-connected and the shares are priced below market. The Board discloses the economic impact and the potential accounting expense recognizing the bargain element as compensation; it recommends approval citing Mr. Gao’s strategic role. A sophisticated investor analysis should consider the governance implications of increasing a single executive’s voting/control stake, the economic cost to public shareholders relative to alternatives (e.g., cash compensation or standard equity awards), and the potential market and regulatory consequences if the transaction adversely affects listing metrics. Given its related-party nature, shareholders should weigh the benefits of managerial continuity against the significant dilution and the precedent such a transaction sets for insider compensation.