SCHEDULE: CEO Shufang Gao Boosts Tianci International Stake to 57.48%

Tianci International Inc. CEO Shufang Gao and RQS Capital Limited report beneficial ownership of 57.48% of the company's common stock following preferred stock conversions.

Summary

• Shufang Gao and RQS Capital Limited collectively beneficially own 14,150,363 shares of Tianci International, Inc. Common Stock.
• This represents 57.48% of the outstanding Common Stock.
• The ownership was primarily established through the conversion of Series A and Series B Preferred Stock into Common Stock.
• RQS Capital acquired Series A Preferred Stock for $18,301 cash on January 27, 2023, which subsequently converted into 6,100,362 common shares.
• RQS Capital acquired Series B Preferred Stock for $80,000 cash on April 24, 2024, which converted into 8,000,000 common shares on November 5, 2025.
• The funds for these acquisitions came from the working capital of RQS Capital.
• The stated purpose of these transactions was investment.

Sentiment

Score: 7

Explanation: The filing indicates a strong commitment from the CEO through significant personal investment and beneficial ownership, which is generally viewed positively as it aligns management's interests with shareholders. However, the high concentration of ownership could also be a point of concern for corporate governance.

Positives

• Significant insider ownership (57.48%) by CEO Shufang Gao and her holding company, RQS Capital Limited, indicates strong alignment of interests with the company's performance.
• The investment was made using cash from RQS Capital's working capital, demonstrating a direct financial commitment from management.

Negatives

• High concentration of ownership (57.48%) by a single individual and their holding company could raise corporate governance concerns regarding minority shareholder influence and potential for conflicts of interest.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future operations or financial performance, as its primary purpose is to report beneficial ownership.

Management Comments

• Shufang Gao is the CEO of Tianci International Inc.
• RQS Capital Limited is Shufang Gao's personal holding company.
• The purpose of the transactions was investment.

Industry Context

This Schedule 13D filing primarily concerns a change in beneficial ownership by an insider and does not provide sufficient information to analyze broader industry trends or competitive landscape. However, significant insider ownership can be viewed positively by the market as it aligns management's interests with shareholders.

Corporate Governance

Stakeholder Impact

• Shareholders: The significant insider ownership by the CEO may instill confidence due to aligned interests, but also raises questions about minority shareholder influence given the concentrated control.

Key Dates

Keywords

Tianci International, Shufang Gao, RQS Capital, Schedule 13D, Beneficial Ownership, Common Stock, Preferred Stock Conversion, Insider Ownership, Corporate Governance, SEC Filing