UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14C
(Rule 14c−101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C
INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities
Exchange Act of 1924
Check the appropriate box:
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Preliminary Information Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14c−5(d)(2)) |
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Definitive Information Statement |
Tianci International,
Inc.
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) of Schedule 14A (17 CFR 240.14a-101) per Item 1 of this Schedule and Exchange Act Rules 14c-5(g) and 0-11 |
TIANCI INTERNATIONAL, INC.
Unit 1109, Lippo Sun Plaza, 28 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
Tel: +852 26621800
NOTICE OF WRITTEN CONSENT OF STOCKHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY
Dear Stockholders:
This Notice and Information Statement is being
circulated to the stockholders of record of the outstanding common stock, $0.0001 par value per share (the “Common Stock”),
Tianci International, Inc. (the “Company”), as of the close of business on April 10, 2026, pursuant to Rule 14c-2 promulgated
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The purpose of this Information Statement is to
inform our stockholders of actions taken by written consent of the holder of a majority of the outstanding voting stock of the Company,
holding approximately 64.87% of the outstanding voting capital stock of the Company (the “Majority Stockholders”). This Information
Statement shall be considered the notice required under Chapter 78 of the Nevada Revised Statutes (the “NRS”).
The following actions (“Corporate Actions”)
were approved by written consent of the Majority Stockholders on April 10, 2026:
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the implementation of one or more reverse stock splits of the Company’s issued and outstanding shares of common stock (the “Common Stock”) at a ratio up to 1-for-250, with the exact ratio and timing to be determined by the Company’s board of directors (the “Board”) in its discretion (the “Reverse Stock Splits); and |
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for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance by the Company of Common Stock, pre-funded warrants, warrants or other rights to acquire Common Stock, Common Stock issuable upon exercise of pre-funded warrants, warrants or other right, and any combination thereof, including as units or pre-funded units, for aggregate gross proceeds of up to $7 million, which may result in the issuance of 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance, at a price below the Minimum Price as defined in Nasdaq Listing Rule 5635(d). |
This Information Statement is being furnished
to our stockholders of record as of April 10, 2026 (the “Record Date”), in accordance with Rule 14c-2 under the Securities
Exchange Act of 1934, as amended, and the rules promulgated by the Securities and Exchange Commission thereunder, solely for the purpose
of informing our stockholders of the actions taken by the written consent of the Majority Stockholders. You do not need to do anything
in response to this Notice and the Information Statement. The action to be taken pursuant to the Corporate Actions above shall be taken
at such future date as determined by the Board of Directors (the “Board”) of the Company, but in no event earlier than the
20th day after this Information Statement is mailed or furnished to the Stockholders of record as of the Record Date. You are urged to
read the Information Statement in its entirety.
THIS IS NOT A NOTICE OF A MEETING AND NO STOCKHOLDERS’
MEETING WILL BE HELD TO CONSIDER THE MATTERS DESCRIBED HEREIN. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
By Order of the Board of Directors,
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| Shufang GAO |
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Chief Executive Officer and Director
April 24, 2026
TIANCI INTERNATIONAL, INC.
Unit 1109, Lippo Sun Plaza, 28 Canton Road
Tsim Sha Tsui, Kowloon, Hong Kong
Tel: +852 26621800
INFORMATION STATEMENT
(dated April 24, 2026)
INFORMATION STATEMENT PURSUANT TO SECTION 14C
OF THE SECURITIES EXCHANGE ACT OF 1934.
THIS IS NOT A NOTICE OF A SPECIAL MEETING OF
STOCKHOLDERS AND NO STOCKHOLDER MEETING WILL BE HELD TO CONSIDER ANY MATTER DESCRIBED HEREIN. THE ACTIONS DESCRIBED IN THIS INFORMATION
STATEMENT HAVE BEEN APPROVED BY HOLDERS OF A MAJORITY OF THE COMPANY’S COMMON STOCK. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND US A PROXY. THERE ARE NO DISSENTERS’ RIGHTS WITH RESPECT TO THE ACTIONS DESCRIBED IN THIS INFORMATION STATEMENT.
INTRODUCTION
This Information Statement is being mailed or
otherwise furnished to the holders of common stock, $0.0001 par value per share (the “Common Stock”) of Tianci International,
Inc., a Nevada corporation (the “Company”), by the Board of Directors (the “Board”) to notify them about certain
action the holders of a majority of the voting power of the Company’s outstanding voting securities have taken by written consent
in lieu of a stockholders’ meeting. The stockholder action was taken on April 10, 2026.
Copies of this Information Statement are
first being sent on or about April 28, 2026, to the holders of record as of April 10, 2026, of the outstanding shares of the
Company’s common stock.
General Information
Unless otherwise noted, references to the “Company,”
“we,” “us,” or “our” mean Tianci International, Inc., a Nevada corporation. Our principal executive
offices are located at Unit 1109, Lippo Sun Plaza, 28 Canton Road Tsim Sha Tsui, Kowloon, Hong Kong, telephone: +852 26621800.
By written consent dated April 10, 2026, as permitted
by Section 78.320(2) of the NRS and Section 5 of Article I of our bylaws, the stockholders who have the authority to vote a majority of
the outstanding shares of Common Stock, have an aggregate beneficial interest of greater than the majority of our issued and outstanding
shares of Common Stock, approved the following corporate actions (collectively, the “Corporate Actions”):
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the implementation of one or more reverse stock splits of the Company’s issued and outstanding shares of common stock (the “Common Stock”) at a ratio up to 1-for-250, with the exact ratio and timing to be determined by the Company’s board of directors (the “Board”) in its discretion (the “Reverse Stock Splits); and |
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for the purposes of complying with Nasdaq Listing Rule 5635(d), the issuance by the Company of Common Stock, pre-funded warrants, warrants or other rights to acquire Common Stock, Common Stock issuable upon exercise of pre-funded warrants, warrants or other right, and any combination thereof, including as units or pre-funded units, for aggregate gross proceeds of up to $7 million, which may result in the issuance of 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance, at a price below the Minimum Price as defined in Nasdaq Listing Rule 5635(d). |
Nasdaq Requirements
Under Nasdaq Listing Rule 5635(d), stockholder
approval is required in connection with a transaction, other than a public offering, involving the sale or issuance by a company of common
stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the company’s outstanding common
stock or 20% or more of the voting power of such company outstanding before the issuance, at a price that is less than the Minimum Price
as defined in Nasdaq Listing Rule 5635(d) (the “Minimum Price”).
The transaction described in this Information
Statement involves the issuance by the Company of Common Stock, pre-funded warrants, warrants or other rights to acquire Common Stock,
Common Stock issuable upon exercise of pre-funded warrants, warrants or other right, and any combination thereof, including as units or
pre-funded units, for aggregate gross proceeds of up to $7 million, which may result in the issuance of 20% or more of the Common Stock
or 20% or more of the voting power outstanding before the issuance, at a price below the Minimum Price. Accordingly, the Board has determined
that, for purposes of complying with Nasdaq Listing Rule 5635(d), the approval of the Company’s stockholders is required in connection
with the issuance of such securities.
The approval of the Corporate Actions for purposes
of Nasdaq Rule 5635(d) was taken by written consent pursuant to Section 78.320(2) of the Nevada Revised Statutes, which provides that
any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting if, before or after the action,
a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion
of voting power is required for such an action at a meeting, then that proportion of written consents is required. Such approval by written
consent was also made in accordance with the Company’s Articles of Incorporation and Bylaws.
The actions taken by written consent of the Majority
Stockholders will not become operative until the date that is twenty (20) calendar days after this Information Statement is first mailed
or otherwise delivered to holders of our Common Stock as of the Record Date.
Dissenters’ Right of Appraisal
Under the NRS, the Company’s stockholders
are not entitled to dissenters’ rights with respect to the proposed actions and nor have we provided for appraisal rights in our
certificate of incorporation or bylaws.
Vote Required
The vote, which was required to approve the above
Corporate Actions, was the affirmative vote of the holders of a majority of the Company’s voting stock. Each holder of Common Stock
is entitled to one (1) vote for each share of Common Stock held.
The date used for purposes of determining the
number of outstanding shares of the voting stock of the Company entitled to vote is April 10, 2026. The record date for determining those
stockholders of the Company entitled to receive this Information Statement is the close of business on April 10, 2026. As of the record
date, the Company had 3,618,907 shares of voting stock outstanding, all shares being Common Stock. All outstanding shares are fully paid
and nonassessable.
Vote Obtained
Section 78.320(2) of the NRS and Section 5 of
Article I of our Bylaws provide that any action that may be taken at any annual or special meeting of stockholders may be taken without
a meeting, without prior notice and without a vote, via written consent that are signed by shareholders representing a majority of the
voting power of the shareholders of the Company, except however, if a different proportion of voting power is required by law, the Articles
of Incorporation or the Bylaws, than that proportion of written consents is required.
The consenting stockholders voted to approve the
Corporate Actions and their respective approximate ownership percentage of the voting stock of the Company as of April 10, 2026, totalling,
in aggregate, 64.87% of the outstanding voting stock.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY.
CORPORATE ACTIONS
I. APPROVAL OF ONE OR MORE REVERSE STOCK SPLITS
AT AN AGGREGATED RATIO UP TO 1-FOR-250, TO BE DETERMINED AND IMPLEMENTATEDAT THE BOARD’S DISCRETION.
On April 10, 2026, our Board and the Majority
Stockholders (i) authorized and approved the implementation of one or more Reverse Stock Splits during a period of up to two years of
the date of the stockholders’ resolution, at an aggregated ratio of up to 1-for-250, with the exact ratio and timing to be determined
by the Board in its discretion, (ii) authorized the Board, at its absolute and sole discretion, to implement one or more Reverse Stock
Splits and determine the exact Reverse Stock Splits ratio and effective date of each of such Reverse Stock Splits during a period of two
(2) years of the date of the date of the stockholders’ resolution, and (iii) authorized the Board to take all actions necessary
or appropriate to effect the Reverse Stock Splits in accordance with NRS 78.2055.
The Reverse Stock Splits (as applicable) would
become effective upon the Board’s approval of a Reverse Stock Split, or such later date as is chosen by the Board (the “Effective
Date”). It is in the Board’s sole discretion whether to implement any Reverse Stock Splits. We believe that granting the Board
the authority to set the ratio for and implement the Reverse Stock Splits is essential because it allows us to quickly react to changing
market conditions and ensure that we do not fall out of compliance with Nasdaq listing standards. We will publicly announce the ratio
of any Reverse Stock Split in advance of the Effective Date of such Reverse Stock Split, following approval of our Board.
Background
The Board believes that effecting the Reverse Stock Splits is desirable
for a number of reasons, including:
Avoid Delisting from Nasdaq. Nasdaq Listing Rule 5550(a)(2) requires that, for continued listing on Nasdaq, the Common Stock
of the Company must sustain a $1.00 minimum bid price (the “Minimum Bid Price Requirement”). On October 29, 2025, the Company
received a deficiency letter from the Listing Qualifications Department of the Nasdaq notifying the Company that, for the preceding 30
consecutive business days, the closing bid price for our Common Stock was below the minimum $1.00 per share requirement for continued
inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq rules, the Company has been
provided a period of 180 calendar days, or until April 27, 2026 (the “Compliance Date”), to regain compliance with the Bid
Price Requirement. To regain compliance before the Compliance Date, at the annual meeting of the Company’s stockholders held on
February 13, 2026, the Company’s stockholders approved a proposal to grant the Board the authority, in its sole discretion to effect
a reverse stock split at a ratio ranging from one-for-two (1:2) to one-for-one-hundred (1:100), with the exact ratio to be determined
by the Board of Directors. On March 6, 2026, pursuant to the authority granted, the Board approved a reverse stock split of our Common
Stock at a ratio of 1-for-7 (the “First Reverse Stock Split”). The First Reverse Stock Split became effective at market opening
on March 20, 2026.
On April 6, 2026, the Company has received written
notification (the "Compliance Notice") from the Listing Qualifications Department of the Nasdaq confirming that the Company
has regained compliance with the Minimum Bid Price Requirement. However, there is no guarantee that the market price of the Common Stock
following the First Reverse Stock Split will sufficiently for us to meet the minimum bid price requirement continuously. In particular,
as the Board and the holders of a majority of the Company’s outstanding voting power have approved, the Company will conduct an
offering of Common Stock, Common Stock issuable upon exercise of pre-funded warrants, warrants or other right, and any combination thereof,
including as units or pre-funded units, for aggregate gross proceeds of up to $7 million, which may result in the issuance of 20% or more
of the Common Stock or 20% or more of the voting power outstanding before the issuance, at a price below the Minimum Price as defined
in Nasdaq Listing Rule 5635(d) after the First Reverse Stock Split, as described below in “APPROVAL OF THE POTENTIAL ISSUANCE BY
THE COMPANY OF COMMON STOCK, PRE-FUNDED WARRANTS, WARRANTS OR OTHER RIGHTS TO ACQUIRE COMMON STOCK, COMMON STOCK ISSUABLE UPON EXERCISE
OF WARRANTS, AND ANY COMBINATION THEREOF, INCLUDING AS UNITS OR PRE-FUNDED UNITS, (COLLECTIVELY AND INDIVIDUALLY, THE “SECURITIES”),
FOR AGGREGATE GROSS PROCEEDS OF UP TO $7 MILLION, WHICH MAY RESULT IN THE ISSUANCE OF 20% OR MORE OF THE COMMON STOCK OR 20% OR MORE OF
THE VOTING POWER OUTSTANDING BEFORE THE ISSUANCE, AT A PRICE BELOW THE MINIMUM PRICE AS DEFINED IN NASDAQ LISTING RULE 5635(D).”
The securities to be offered may contain certain mechanism, such as exercise price reset provisions and a zero exercise price option,
both of which will result in the issuance of a significantly higher number of shares upon exercise, which will cause a substantial dilution
and a significant decrease in the market price of Company’s Common Stock. Furthermore, we have also observed that the securities
with similar terms issued by other Nasdaq-listed companies have caused such Nasdaq-listed companies’ stock prices to drop below
Nasdaq’s minimum bid price or made it more difficult for these companies to cause their stock prices to maintain compliance with
Nasdaq’s minimum bid price.
The primary purpose of effectuating any Reverse
Stock Splits would be to raise the per share trading price of our Common Stock by reducing the number of outstanding shares in order to
ensure we are able to maintain compliance with the Minimum Bid Price and our listing on Nasdaq. Such action would be pre-emptive in order
to ensure that we do not fall out of compliance with Nasdaq listing standards after the First Reverse Stock Split and the completion of
the proposed offering.
Broadening our investor base. The Board
also believes that the increased market price of our Common Stock expected as a result of implementing the Reverse Stock Splits could
improve the marketability and liquidity of our Common Stock and will encourage interest and trading in our Common Stock. The Reverse Stock
Splits, if effected, could allow a broader range of institutions to invest in our Common Stock (namely, funds that are prohibited from
buying stock whose price is below a certain threshold), potentially increasing the trading volume and liquidity of our Common Stock. The
Reverse Stock Splits could help increase analyst and broker’s interest in Common Stock, as their policies can discourage them from
following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks,
many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced
stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices
may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions
on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average
price per share of our Common Stock can result in individual stockholders paying transaction costs representing a higher percentage of
their total share value than would be the case if the share price were higher.
Certain Risks Associated with the Reverse Stock
Splits
We cannot assure you that the Reverse Stock
Splits will increase the price of our Common Stock and have the desired effect of regaining and maintaining compliance with Nasdaq listing
rules.
We expect that the Reverse Stock Splits will increase
the market price of the Common Stock so that we will be able to meet the minimum bid price requirement under the listing rules of a principal
national securities exchange. However, the effect of the Reverse Stock Splits on the market price of the Common Stock cannot be predicted
with certainty, and the results of reverse stock splits by companies under similar circumstances have varied. It is possible that the
market price of the Common Stock following the Reverse Stock Splits will not increase sufficiently for us to meet the minimum bid price
requirement. If we are unable meet the minimum bid price requirement, we may not be unable to list our Common Stock on a principal national
securities exchange.
Even if the Reverse Stock Splits results in the
requisite increase in the market price of the Common Stock to be in compliance with the minimum bid price requirements of a principal
national securities exchange, there can be no assurance that the market price of the Common Stock following the Reverse Stock Splits will
remain at the level required for continued compliance with such requirement. It is not uncommon for the market price of a company’s
Common Stock to decline in the period following a reverse stock split. If the market price of our Common Stock declines following the
implementation of the Reverse Stock Splits, the percentage decline may be greater than would occur in the absence of the Reverse Stock
Splits. In any event, other factors unrelated to the number of shares of the Common Stock outstanding, such as negative financial or operational
results, could adversely affect the market price of the Common Stock and jeopardize our ability to meet or continue to comply with the
minimum bid price requirement.
The Reverse Stock Splits may decrease the liquidity
of the Common Stock.
The liquidity of the Common Stock may be adversely
affected by the Reverse Stock Splits given the reduced number of shares that will be outstanding following the Reverse Stock Splits, especially
if the market price of the Common Stock does not sufficiently increase as a result of the Reverse Stock Splits. In addition, the Reverse
Stock Splits may increase the number of stockholders who own odd lots (less than 100 shares) of the Common Stock, creating the potential
for such stockholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.
The increased market price of the Common Stock
resulting from the Reverse Stock Splits may not attract new investors, including institutional investors, and may not satisfy the investing
guidelines of those investors, and consequently, the liquidity of the Common Stock may not improve.
Although we believe that a higher market price
may help generate greater or broader investor interest in the Common Stock, there can be no assurance that the Reverse Stock Splits will
result in a per-share price increase sufficient to attract new investors, including institutional investors. Additionally, there can be
no assurance that the market price of the Common Stock will satisfy the investing guidelines of those investors. As a result, the trading
liquidity of the Common Stock may not necessarily improve following the Reverse Stock Splits.
Effects of the Reverse Stock Splits
Depending on the ratio for the Reverse Stock Splits
determined by our Board from time to time, as of the Effective Date, each 1 to 250 shares and in the aggregate not more than 250 shares,
inclusive, of Common Stock outstanding (depending on the Reverse Stock Splits ratio selected by the Board) will be combined, automatically
and without any action on the part of the Company or its stockholders, into one new share of Common Stock. The actual number of shares
issued after giving effect to the Reverse Stock Splits, if implemented, will depend on the Reverse Stock Splits ratio that is determined
by our Board in its sole discretion.
The Reverse Stock Splits will affect all holders
of our Common Stock uniformly and will not affect any Stockholder’s percentage ownership interest in our company, except that as
described below in “Fractional Shares,” record holders of Common Stock otherwise entitled to a fractional share as a result
of the Reverse Stock Splits will be rounded up to the next whole number. In addition, the Reverse Stock Splits will not affect any stockholder’s
proportionate voting power (subject to the treatment of fractional shares).
The Reverse Stock Splits may result in some stockholders
owning “odd lots” of less than 100 shares of Common Stock. Odd lot shares may be more difficult to sell, and brokerage commissions
and other costs of transactions in odd lots are generally somewhat higher than the costs of transactions in “round lots” of
even multiples of 100 shares.
After the effectiveness of the Reverse Stock Splits,
our Common Stock will have a new Committee on Uniform Securities Identification Procedures (CUSIP) number, which is a number used to identify
our equity securities, and stock certificates with the older CUSIP numbers will need to be exchanged for stock certificates with the new
CUSIP number by following the procedures described below. After the Reverse Stock Splits, we will continue to be subject to the periodic
reporting and other requirements of the Exchange Act. Our Common Stock will continue to be listed on the Nasdaq Capital Market under the
symbol “CIIT.”
Effect of the Reverse Stock Splits on Employee
Plans, Options, Restricted Stock Awards and Units, Warrants, and Convertible or Exchangeable Securities
Based upon the Reverse Stock Split ratio determined
by the Board, proportionate adjustments are generally required to be made to the per share exercise price and the number of shares issuable
upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to
purchase, exchange for, or convert into, shares of Common Stock. This would result in approximately the same aggregate price being required
to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of shares
of Common Stock being delivered upon such exercise, exchange or conversion, immediately following the Reverse Stock Split as was the case
immediately preceding the Reverse Stock Splits. The number of shares deliverable upon settlement or vesting of restricted stock awards
will be similarly adjusted, subject to our treatment of fractional shares. The number of shares reserved for issuance pursuant to these
securities will be proportionately based upon the Reverse Stock Splits ratio determined by the Board, subject to our treatment of fractional
shares.
For example, upon the effectiveness of the Reverse
Stock Split at a ratio of 1-for-2, a warrant holder that previously held a warrant to purchase 100,000 shares of common stock at an exercise
price of $0.10 per share, would hold a warrant to purchase 50,000 shares at an exercise price of $0.20 per share. Similarly, a convertible
noteholder that previously held a convertible note that is convertible into 100,000 shares of common stock at a conversion price of $0.10
per share, would hold a note that is convertible into 50,000 shares at a conversion price of $0.20 per share.
Procedure for Implementing the Reverse Stock
Splits
The Company will file a Certificate of Amendment
with the Secretary of State of the State of Nevada upon a Reverse Stock Split becoming effective. On the Effective Date, shares of Common
Stock issued immediately prior thereto will be combined and reclassified, automatically and without any action on the part of our stockholders,
into new shares of Common Stock in accordance with the stock split ration as determined by the Board.
The exact timing of effecting the Reverse Stock
Split will be determined by our Board based on its evaluation as to when such action will be the most advantageous to us and our stockholders.
In addition, our Board reserves the right, notwithstanding stockholder approval and without further action by the stockholders, to elect
not to proceed with the Reverse Stock Splits if our Board, in its sole discretion, determines that it is no longer in our best interest
and the best interests of our stockholders to proceed with the Reverse Stock Splits.
Beneficial Holders of Common Stock (i.e.
Stockholders who hold in street name)
Upon the implementation of the Reverse Stock Splits,
we intend to treat shares held by stockholders through a bank, broker, custodian or other nominee in the same manner as registered stockholders
whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Stock
Splits for their beneficial holders holding our Common Stock in street name. However, these banks, brokers, custodians or other nominees
may have different procedures than registered stockholders for processing the Reverse Stock Splits. Stockholders who hold shares of our
Common Stock with a bank, broker, custodian or other nominee and who have any questions in this regard are encouraged to contact their
banks, brokers, custodians or other nominees.
Registered “Book-Entry” Holders
of Common Stock (i.e. Stockholders that are registered on the transfer agent’s books and records but do not hold stock certificates)
Certain of our registered holders of Common Stock
may hold some or all of their shares electronically in book-entry form with the transfer agent. These stockholders do not have stock certificates
evidencing their ownership of the Common Stock. They are, however, provided with a statement reflecting the number of shares registered
in their accounts. Stockholders who hold shares electronically in book-entry form with the transfer agent will not need to take action
(the exchange will be automatic) to receive whole shares of post-Reverse Stock Splits Common Stock, subject to adjustment for treatment
of fractional shares.
Holders of Certificated Shares of Common
Stock
If our Board elects to implement the Reverse Stock
Splits, stockholders of record holding some or all of their shares in certificated form (i.e., shares represented by one or more physical
stock certificates) will be requested to exchange their old stock certificate(s) (“Old Certificate(s)”) for shares held in
book-entry form at our transfer agent, Securities Transfer Corporation, in their direct registration system representing the appropriate
number of whole shares of our Common Stock resulting from the Reverse Stock Splits. Stockholders of record upon the effective time of
the Reverse Stock Splits will be furnished the necessary materials and instructions for the surrender and exchange of their Old Certificate(s)
at the appropriate time by our transfer agent. As soon as practicable after the effective time of the Reverse Stock Splits, our transfer
agent will send a transmittal letter to each stockholder advising such holder of the procedure for surrendering Old Certificate(s) in
exchange for new shares held in book-entry. Your Old Certificate(s) representing pre-stock split shares cannot be used for either transfers
or deliveries. Accordingly, you must exchange your Old Certificate(s) in order to effect transfers or deliveries of your shares. Any stockholder
whose Old Certificate(s) have been lost, destroyed or stolen will be entitled to new shares in book-entry only after complying with the
requirements that we and our transfer agent customarily apply in connection with lost, stolen or destroyed certificates.
STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATE(S)
AND SHOULD NOT SUBMIT ANY STOCK CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Fractional Shares
We do not currently intend to issue fractional
shares in connection with the Reverse Stock Splits. Therefore, we will not issue certificates representing fractional shares. In lieu
of issuing fractions of shares, we will round up to the next whole number.
Accounting Consequences
The par value per share of our Common Stock would
remain unchanged at $0.0001 per share after the Reverse Stock Split. As a result, on the effective date of the Reverse Stock Split, the
stated capital on our balance sheet attributable to the Common Stock will be reduced proportionally, based on the split ratio determined
and approved by the Board, from its present amount, and the additional paid-in capital account shall be credited with the amount by which
the stated capital is reduced. The per share Common Stock net income or loss and net book value will be increased because there will be
fewer shares of Common Stock outstanding. The shares of Common Stock held in treasury, if any, will also be reduced proportionately based
on the split ratio selected by the Board. Retroactive restatement will be given to all share numbers in our financial statements, and
accordingly all amounts including per share amounts will be shown on a post-split basis. We do not anticipate that any other accounting
consequences would arise as a result of the Reverse Stock Splits.
No Appraisal Rights
Under Nevada law and our charter documents, holders
of our Common Stock will not be entitled to dissenter’s rights or appraisal rights with respect to the Reverse Stock Splits.
Interests of Directors and Executive Officers
Our directors and executive officers have no substantial
interests, directly or indirectly, in the Reverse Stock Splits except to the extent of their ownership of shares of our Common
Stock and/or preferred stock.
Reservation of Right to Abandon Reverse Stock
Splits
We reserve the right to abandon the Reverse Stock
Splits without further action by our stockholders at any time before the effectiveness of any such Reverse Stock Split, even though the
authority to effect one or more Reverse Stock Splits has been approved by our stockholders. The Board is also expressly authorized to
delay, not to proceed with, and abandon, the Reverse Stock Splits if it should so decide, in its sole discretion, that such action is
in the best interests of our stockholders.
II. APPROVAL OF THE POTENTIAL ISSUANCE BY THE
COMPANY OF COMMON STOCK, PRE-FUNDED WARRANTS, WARRANTS OR OTHER RIGHTS TO ACQUIRE COMMON STOCK, COMMON STOCK ISSUABLE UPON EXERCISE
OF WARRANTS, AND ANY COMBINATION THEREOF, INCLUDING AS UNITS OR PRE-FUNDED UNITS, (COLLECTIVELY AND INDIVIDUALLY, THE “SECURITIES”),
FOR AGGREGATE GROSS PROCEEDS OF UP TO $7 MILLION, WHICH MAY RESULT IN THE ISSUANCE OF 20% OR MORE OF THE COMMON STOCK OR 20% OR MORE OF
THE VOTING POWER OUTSTANDING BEFORE THE ISSUANCE, AT A PRICE BELOW THE MINIMUM PRICE AS DEFINED IN NASDAQ LISTING RULE 5635(D).
General
The Board of Directors of the Company has approved,
and the holders of a majority of the Company’s outstanding voting power have approved, the potential issuance by the Company of
the Securities in one or more potential transactions that may not constitute public offerings for purposes of Nasdaq Listing Rule 5635(d).
The exact purchase price, structure, and the number
of Securities to be issued will be determined at the time of the offering. The Company may issue Common Stock, pre-funded warrants, warrants
or other rights to acquire Common Stock, Common Stock issuable upon exercise of pre-funded warrants, warrants or other right, and any
combination thereof, including as units or pre-funded units, for aggregate gross proceeds of up to $7 million, which may result in the
issuance of 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance, at a price below the Minimum
Price Company may issue .
The maximum number of shares of our Common Stock
that may be issued, including shares issuable upon exercise or conversion of the Securities, will not exceed the number of authorized
and unissued shares of Common Stock available at the time of issuance.
Additionally, the Securities offered by the Company
may include the following:
| · | a cashless exercise option; |
| · | a zero exercise price option; |
| · | price reset or other adjustment mechanisms; |
| · | anti-dilution protections; and/or |
| · | other adjustments that may decrease the exercise price and increase the number of Common Stock issuable under such Securities. |
These provisions could result in the issuance
of a greater number of shares of Common Stock upon exercise than initially issuable. In particular, if a warrant is exercised pursuant
to a zero exercise price option in combination with an exercise price reset, the number of shares issuable upon exercise of one (1) warrant
could result the Company to issue up to four (4) shares of Common Stock without payment to the Company of any additional cash.
The above-described transaction(s), if undertaken,
must be consummated within one (1) year from the date of stockholder approval.
Nasdaq Listing Rule 5635(d)
Our Common Stock is listed on the Nasdaq Capital Market. Accordingly, we are subject to the Nasdaq Listing Rules. Nasdaq Listing Rule
5635 requires that a listed company obtain stockholder approval in certain circumstances, including, prior to the issuance, in a transaction
other than a public offering, of more than 20% of the company’s outstanding common stock or voting power outstanding before the
issuance, at a price that is less than the Minimum Price. For purposes of this Rule 5635(d), “Minimum Price” means a price
that is the lower of: (i) the closing price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or
(ii) the average closing price of the common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing
of the binding agreement.
The transaction described in this Action involves
the issuance of Securities for aggregate gross proceeds of up to $7 million, which may result in the issuance of 20% or more of the Common
Stock or 20% or more of the voting power outstanding before the issuance, at a price below the Minimum Price. Accordingly, stockholder
approval is required under Nasdaq Listing Rule 5635(d).
For purposes of complying with Nasdaq Listing
Rule 5635, the Majority Stockholders have approved the issuance of Securities for aggregate gross proceeds of up to $7 million, which
may result in the issuance of 20% or more of the Common Stock or 20% or more of the voting power outstanding before the issuance, at a
price below the Minimum Price. Such approval for purposes of Nasdaq Rule 5635 was taken by written consent pursuant to Section 78.320(2)
of the NRS, which provides that any action required or permitted to be taken at a meeting of the stockholders may be taken without a meeting
if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power, except
that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is
required.
Reasons for the Issuance
The Board believes that the issuance of the Securities
is in the best interests of the Company and its stockholders because it is expected to provide the Company with access to capital to support
its business operations and strategic objectives. The Board further determined that obtaining stockholder approval in advance of determining
the final pricing and structure of the transaction is advisable in order to ensure compliance with Nasdaq Listing Rule 5635(d) and preserve
transactional flexibility in a rapidly changing market environment.
Possible Effects of the Issuance of Securities
If the issuance of the Securities is consummated,
the Company’s existing stockholders may experience substantial dilution in their ownership interests, voting power, and earnings
per share. The exact number of shares of Common Stock to be issued or are issuable, and the extent of any dilution, cannot be determined
at this time because the purchase price and number of the Securities to be issued will be determined at the time of issuance.
Depending on the purchase price determined at
the time of issuance, the issuance of the Securities may result in the issuance, in the aggregate, of at least 20 % or more of the Company’s
outstanding Common Stock or voting power following the closing of the transaction. The inclusion of zero exercise price option, price
resets and other price adjustment and anti-dilution mechanisms could result in the issuance of a greater number of shares than initially
contemplated at the time of issuance.
The issuance of additional shares of Common Stock, including shares
issued upon exercise of warrants, may:
| · | significantly dilute existing stockholders; |
| · | reduce existing stockholders’ percentage ownership and voting power; |
| · | adversely affect earnings per share; and |
| · | have a downward effect on the market price of the Company’s Common Stock. |
The Board of Directors considered these potential
effects and determined that the issuance of the Securities and the resulting potential dilution are reasonable and appropriate in light
of the Company’s capital needs and strategic objectives.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information
concerning the number of shares of our Common Stock owned beneficially as of the date of this Information Statement by: (i) each person
(including any group) known to us to own more than five percent (5%) of any class of our voting securities; (ii) each of our directors
and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K); and (iii) our officers and directors as
a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown
except to the extent voting power may be shared with a spouse.
Unless otherwise indicated, the address for each
director and executive officer listed is c/o Unit 1109, Lippo Sun Plaza 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.
|
Name of
Beneficial Owner |
|
Number of Shares of Common Stock |
|
|
Percentage |
|
| Shufang GAO |
|
|
2,021,482 |
(1) |
|
|
55.86% |
|
| Wei FANG |
|
|
9,229 |
|
|
|
0.26% |
|
| Ying DENG |
|
|
7,143 |
|
|
|
0.20% |
|
| Yee Man YUNG |
|
|
3,158 |
|
|
|
0.09% |
|
| Fan LIU |
|
|
3,158 |
|
|
|
0.09% |
|
| Juan CHANG |
|
|
– |
|
|
|
– |
|
| Guilin ZHANG |
|
|
– |
|
|
|
– |
|
| All officers and directors as a group (7 persons) |
|
|
2,044,170 |
(1) |
|
|
56.50% |
|
| Zhigang PEI |
|
|
303,445 |
(2) |
|
|
8.38% |
|
______________________________
| (1) |
Includes 2,014,339 shares of common stock owned of record by RQS Capital Limited. Shufang GAO holds voting and dispositive power over shares held by RQS Capital Limited. |
| (2) |
Includes 256,143 shares owned of record by Silver Glory Group Limited, of which Zhigang PEI is the beneficial owner. |
INTERESTS OF CERTAIN PERSONS IN THE CORPORATE ACTIONS
Saved as disclosed in this Information Statement,
no other officer, director, nominee for election as a director, associate of any director, executive officer or nominee, or beneficial
owner of more than 5% of our common stock has any substantial interest in the matters acted upon by our Board and stockholders, other
than his role as an officer, director or beneficial owner.
ADDITIONAL INFORMATION
Householding of Materials
We will send only one Information Statement and
other corporate mailings to shareholders who share a single address unless we receive contrary instructions from any shareholder at that
address. This practice, known as “householding,” is designed to reduce our printing and postage costs. However, the Company
will deliver promptly upon written or oral request a separate copy of the Information Statement to a shareholder at a shared address to
which a single copy of the Information Statement was delivered. You may make such a written or oral request by (a) sending a written notification
stating (i) your name, (ii) your shared address and (iii) the address to which the Company should direct the additional copy of the Information
Statement, to the Company at Unit 1109, Lippo Sun Plaza 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong,
Attn: Shufang GAO, CEO, Telephone +852 26621800.
If multiple shareholders sharing an address have
received one copy of this Information Statement or any other corporate mailing and would prefer the Company to mail each shareholder a
separate copy of future mailings, you may mail notification to, or call the Company at, its principal executive offices. Additionally,
if current shareholders with a shared address received multiple copies of this Information Statement or other corporate mailings and would
prefer the Company to mail one copy of future mailings to shareholders at the shared address, notification of such request may also be
made by mail or telephone to the Company’s principal executive offices.
This Information Statement is provided to the
shareholders of the Company only for information purposes in connection with the Majority Stockholders’ approval of the Reverse
Stock Splits, pursuant to and in accordance with Rule 14c-2 of the Exchange Act. Please carefully read this Information Statement.
Costs
The cost of delivering this Information Statement,
including the preparation, assembly and mailing of the Information Statement, as well as the cost of forwarding this material to the beneficial
owners of our Common Stock, will be borne by us. The Company may reimburse brokerage firms and others for expenses in forwarding Information
Statement materials to the beneficial owners of our Common Stock.
Available Information
We are subject to the disclosure requirements
of the Securities Exchange Act of 1934, as amended, and in accordance therewith, file reports, information statements and other information,
including annual and quarterly reports on Form 10-K and 10-Q, respectively, with the SEC. In addition, the SEC maintains a website on
the Internet (http://www.sec.gov) that contains reports, information statements and other information regarding issuers that file electronically
with the SEC through the Electronic Data Gathering, Analysis and Retrieval System.
| By Order of the Board of Directors, |
|
| |
|
| /s/ Shufang GAO |
|
| Shufang GAO |
|
| Chief Executive Officer and Director |
|
April 24, 2026
