Item 1.01 Entry into a Material Definitive Agreement.
Effective August 6, 2021, Tianci International, Inc., a Nevada corporation
("we," "us" or the "Company"), Chuah Su Mei, our Chief Executive Officer,
President and Director, and Silver Glory Group Limited, entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") pursuant to which Chuah Su
Mei agreed to sell to Silver Glory Group Limited all 1,793,000 shares of common
stock of the Company held by her (the "Shares") for cash consideration of Five
Hundred Twenty Five Thousand Dollars ($525,000). The Shares represent
approximately 73.18% of the issued and outstanding common stock of the Company
and are being sold in reliance upon an exemption from registration under the
Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The
closing of the sale of the Shares is subject to normal and customary
representations and warranties and indemnification provisions.
Upon the closing of the sale of the Shares, all current directors and officers
of the Company intend to resign and appoint designees of Silver Glory Group
Limited as successors.
The foregoing description of the Stock Purchase Agreement is qualified in its
entirety by reference to the Stock Purchase Agreement, which is filed as Exhibit
10.1 to this Current Report and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
10.1 Stock Purchase Agreement, effective August 6, 2021, by and among Tianci
International, Inc., Chuah Su Mei and Silver Glory Group Limited
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