Silver Glory Group Limited entered into a stock purchase agreement to acquire 73.18% stake in Tianci International, Inc. (OTCPK:CIIT) from Chuah Su Mei for $0.53 million on August 6, 2021. Under the agreement, Chuah Su Mei, Chief Executive Officer, President and Director of Tianci International agreed to sell to Silver Glory Group Limited all 1.79 million shares of common stock of Tianci International held by her for a cash consideration of $0.2928 per share and will cease to hold any shares in Tianci International post transaction. Upon the execution of the escrow agreement, Silver Glory Group Limited should wire the purchase price to Hunter Taubman Fischer & Li LLC, the escrow agent. Unless the escrow agreement has been earlier terminated according to its terms, the full amount of the purchase price shall be released to Chuah Su Mei by the escrow agent at the closing. The agreement may be terminated under certain circumstances.
Upon the closing of the sale of the shares, all current Directors and officers of Tianci International intend to resign and appoint designees of Silver Glory Group Limited as successors. The closing of the sale of the shares is subject to normal and customary representations and warranties and indemnification provisions. Hunter Taubman Fischer & Li LLC acted as Escrow agent in the deal. The transaction is expected to be closed on August 20, 2021 or any other date as agreed upon by the parties hereto.