NASDAQ: CIIT
Tianci International, Inc.CIK 0001557798 · Computer Communications Equipment
On March 6, 2023 Tianci International, Inc. (“Tianci”), which had previously been a shell corporation with no business operations, completed a share exchange with RQS Capital Limited (“RQS Capital”), in which RQS Capital transferred all of the issued and outstanding capital stock of RQS United… About this business →
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About Tianci International, Inc.
Source: Item 1 (Business) from the 10-K filed October 3, 2025. Description as filed by the company with the SEC.
Item 1. Business
The Share Exchange
On March 6, 2023 Tianci International, Inc. (“Tianci”),
which had previously been a shell corporation with no business operations, completed a share exchange with RQS Capital Limited (“RQS
Capital”), in which RQS Capital transferred all of the issued and outstanding capital stock of RQS United Group Limited (“RQS
United”) to Tianci, and Tianci issued to RQS Capital 1,500,000 shares of its common stock and paid a cash price of $350,000
(the “Share Exchange”).
RQS United is a holding company incorporated in the Republic of Seychelles.
RQS United has no operations other than holding 90% of the share capital of its subsidiary, Roshing International Co., Limited, a company
organized under the laws of Hong Kong (“Roshing”). Shufang Gao and Ying Deng, who are officers and members
of Tianci’s Board of Directors are also officers and directors of Roshing. Ying Deng owns the 10% of Roshing that is not owned by
RQS United.
The Share Exchange was accounted for as a “reverse acquisition”
effected as a recapitalization, wherein RQS United was considered the acquirer for accounting and financial reporting purposes. The
assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized on Tianci’s
financial statements.
Overview
The Company, through
Roshing, provides global logistics services, encompassing booking and transportation arrangement and related logistics solutions. As a
logistics shipping operator, Roshing focuses on ocean freight forwarding services, including container shipping and bulk goods shipping
service.
Read full description ↓
Roshing’s customized
logistics solutions are tailored to meet the diverse needs of its customers. For its container shipping service, Roshing charters cargo
space from shipping suppliers (such as shipowners, ship carrier or non-vessel operating common carriers) and then sub-charters that cargo
space to its customers (cargo owners or cargo agents). For its bulk goods shipping service, Roshing issues fixture notes to customers
and arranges the booking of ships, and signs chartering contracts with suppliers (such as shipowners). Roshing also tailors the selection
of transport options, and arranges to transport the goods from the port of loading to the port of destination, so as to complete the performance
of the contract.
Roshing currently does
not own or operate any transportation assets. By leveraging our senior management’s expertise in the global logistics industry and
adopting an asset-light strategy at the early stage, Roshing has seen a significant growth in logistics revenue since 2023. Shufang Gao,
our CEO previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans
shipping operation management, and logistics transportation. Leveraging this experience, he has provided the Company with the managerial
framework to expand its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry.
We are also launching global mineral trade business and currently accumulating a high-grade inventory of industrial metals. We intend
to integrate the distribution of ore with our existing shipping operations to provide end-to-end supply chain solutions for metallurgical
and steelmaking customers. Roshing’s business is primarily carried out in Hong Kong and other locations in the Asia-Pacific region.
We are strategically extending our services to other continents.
Roshing also generates
a small portion of revenue from the sale of electronic parts, and certain business and technical consulting services, independent from
its global logistics business.
Our Services
Our operations, conducted through
Roshing, include providing the following services to our customers.
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I. Global Logistics Services
Our global logistics
services provided through Roshing accounted for the vast majority of our revenue for the years ended July 31, 2025 and 2024. These services
encompass shipping operations and related logistics solutions. Roshing customizes its logistics solutions to meet the diverse needs of
its customers, including the optimization of shipping routes and the utilization of vessels with different tonnages. As a global logistics
enterprise, depending on the type of cargo, Roshing provides container shipping and bulk goods shipping services. Container shipping is
generally for small merchandise which can be palletized and fit into a container. Bulk goods shipping is generally for bulk commodities,
such as lumber, steel, construction materials, chemicals, and agricultural products.
a. Container shipping
Roshing’s container shipping service includes:
i.
Contract and Quotation Management: Providing quotes to customers based on the number of containers, size of containers, routes, shipping
dates and various other factors.
ii.
Financial Management:
·
Cost Management: Managing and optimizing the costs associated with cargo transportation.
·
Billing and Collection: Handling the billing process and ensuring the timely collection of payments.
iii. Risk Management:
Implementing strategies to identify, assess, and mitigate risks associated with cargo transportation.
b. Bulk goods shipping
Roshing’s bulk goods shipping service includes:
i.
Customer Service and Communication: Providing ongoing support and clear communication to customers throughout the shipping process, addressing
any queries or issues promptly.
ii.
Fixture Note and Quotation Management
·
Fixture Note: Managing and maintaining transport contracts to ensure clear and effective agreements for bulk shipping.
·
Quotation Services: Offering detailed quotations for bulk shipping services, helping customers understand and proposing plans for budget control.
iii.
Chartering: Arranging the chartering of bulk cargo vessels including negotiating terms and conditions.
iv.
Ship Operations Management: Overseeing and supervising the day-to-day operations of the ships involved in bulk cargo transportation.
v.
Cooperation and Coordination: Facilitating collaboration and coordination between various stakeholders involved in the shipping process,
such as port authorities, cargo handlers, and other service providers.
vi.
Financial Management
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·
Cost Management: Monitoring and optimizing the costs associated with bulk cargo transportation to ensure efficiency and cost-effectiveness.
·
Billing and Collection: Handling the billing processes and ensuring timely collection of payments.
Our General Logistics Service Process
Roshing has a long-term and close cooperation
with ocean shipping suppliers, including the signing of charter contracts, and service contracts. When a customer makes an inquiry to
Roshing, we are usually able to offer competitive quotes and customize shipping solutions quickly.
Roshing begins by thoroughly evaluating the customer’s
logistics needs, including the type of goods being shipped, the destination, and the required transportation time. Based on this information,
Roshing designs an optimal transportation plan tailored to the customer’s specific requirements. This plan includes selecting the
most efficient shipping routes, determining the appropriate container or bulk cargo vessel size and type, and considering any special
handling or regulatory compliance requirements. Roshing then enters into a written contract with the customer for ocean shipping that
can best meet the customer’s needs. This includes selecting a shipment method that aligns with the customer’s timeline and
cargo specifications.
Roshing works with each customer to develop a
cost-effective plan and service terms to meet the client’s specific needs. This involves detailed discussions to ensure that both
parties have a clear understanding of expectations, costs, and responsibilities. Roshing will assign cargo space from the appropriate
container or bulk cargo vessel based on the volume and weight of the shipment, minimize shipping costs, select the shortest route to save
on freight, and choose the port closest to the customer’s destination.
Throughout the entire shipping process, Roshing
maintains close oversight to ensure the safety and timely arrival of goods at the destination port. This involves real-time tracking and
monitoring of the shipment, handling any unforeseen issues that may arise, and providing regular updates to the customer. By doing so,
Roshing ensures that the goods are transported safely and arrive within the agreed timeframe, meeting all customer expectations.
We believe that Roshing stands out in the global
logistics landscape because of its core strengths. First, Roshing’s management’s extensive network and industry relationships
empower us with access to a wide customer base, enabling tailored solutions for an array of logistics requirements. Additionally, our
collaboration with direct shipping suppliers ensures competitive rates and transparent service delivery. Moreover, Roshing’s expertise
in route optimization enables us to efficiently manage logistics routes and secure favorable terms for its clients. These strengths collectively
position us as a competitive player in the industry.
1. Container shipping process
Roshing has a large network of international container
shipping resources to provide customers with flexible booking services and personalized logistics solutions to meet the different needs
of customers.
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a.
Long-term cooperation service agreements
·
Roshing has a long-term cooperation agreement with container suppliers which grants it priority for container space and preferential prices.
b.
Customer source and inquiry quotation
·
Current container shipping logistics customers of Roshing mainly come from the direct business contacts of the Company’s management. Roshing’s customers are mainly cargo owners, cargo agents, international trade companies and large commodity buyers. At present, the main cargo types of container shipping include auto parts, electronics and electrical products, clothing and shoes and small consumer products. The primary routes are from Asia to Africa, America, Europe and Australia.
·
Customer Inquiry: The customer usually makes an inquiry to Roshing based on the product name, category, quantity, volume, weight, departure port, destination port, arrival time or delivery time of the goods.
·
Quotation: Roshing generates shipping quotes for its clients based on the size, type and quantity of containers, the customer’s date, shipping providers and route needs.
c.
Contract signing and fee collection
·
The customer places a confirmation order with Roshing, usually in the form of booking order which includes route, shipper, consignee, name of vessel, loading port, discharge port, container type, container quantity, cargo quantity, cargo description, gross weight and other information.
·
Roshing issues an invoice and debit note to the customer for fee collection.
d.
Container freight payment
·
Roshing notifies the supplier (shipowner, ship carrier, non-vessel operating common carriers and freight forwarder) to confirm the booking information, and the supplier issues an invoice to Roshing for payment.
·
Roshing makes payment to the supplier and ensures that the supplier completes the shipment according to the agreed upon terms.
e.
Transportation arrangements
·
The customer is responsible for loading goods, container trailers, customs declaration, purchase of insurance and delivery of containers to the container yard at the loading port prior to the shipping cutoff date.
·
After the customer completes the customs declaration and releases the products, the shipowner loads the containers onto the vessel and ships them to the designated port of destination according to the selected route. During this period, Roshing notifies the shipowner or the freight forwarder to issue a sea waybill or proforma to the customer detailing the condition that the freight has been received.
·
After discharging the goods at the destination port, the shipowner will notify the local freight forwarder designated by the customer to complete the customs clearance of the goods and land transportation of the containers to their destination.
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f.
Follow up work
·
Roshing oversees the shipment process to ensure it meets the customer’s satisfaction.
2. Bulk goods shipping process
Roshing’s bulk shipping operator services
encompass a broad range of bulk merchandise, including steel, building materials, and engineering materials. Roshing provides customized
maritime logistics solutions for customers. At present, Roshing’s main bulk shipping route covers Japan, South Korea and Vietnam.
To ensure that its customers receive customized shipping plans, Roshing closely follows shipping industry development trends, analyzes
the characteristics of its customer’s goods, the port of destination, and timing requirements. Roshing also constantly optimizes
the route layout to improve transportation efficiency and ensure that the goods arrive at the destination safely and on time.
a.
Customer development
·
The management and business teams of Roshing promote its services, develop customers and obtain cooperation opportunities through customer visits and direct sales.
·
Roshing gets referrals from customers and agents. Roshing then pays a sales commission to the referring customers and agents.
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b.
Customer inquiry and quotation
·
Inquiry: The customer puts forward the shipping requirements to Roshing, including the goods to be transported, the type and quantity of the goods, the characteristics of the goods, the transportation time, the destination port, any special arrangements and other needs.
·
Customized quotation: Roshing carries out pre-quotation work based on customer needs, such as shipping route supply resource inquiry and shipping demand matching. Roshing then confirms the shipping plan and cost quote with the customer.
c.
Contract signing and payments
·
Contract signing: Roshing usually enters a fixture note with the customer, which contains the details of the specifications, quantities, transit times, prices, pricing methods, and others.
·
Payment: Roshing calculates the sea freight according to the fixture note and issues an invoice to the customer for the sea freight payment.
d.
Supplier’s selecting and chartering
·
When selecting shipping supplier, Roshing considers the cargo characteristics, ship characteristics, cargo type & quantity, transportation requirements and shipment date.
·
When signing a fixture note with its customer, Roshing will sign a fixture note with the shipping supplier as well. The shipping suppliers are usually shipowners or ship carriers.
e.
Transportation arrangement and payment
i. Most of Roshing’s bulk cargo
logistics are carried out on a Free In and Out (“FIO”), which means that the shipper is responsible for loading the cargo
onto the vessel, the shipowner is responsible for the transport and the consignee is responsible for the unloading process. The FIO process
for international shipping includes:
·
Merchandise packing, land transportation, warehousing, port operation, customs clearance, loading operation and other work shall be completed by the cargo owner or its agency.
·
Usually after the goods are loaded on board, the agency obtains the captain’s receipt and issues the bill of landing.
·
Roshing’s responsibilities include ocean transportation of the goods from the time the goods are loaded onboard, onboard storage management, transportation process, sea navigation planning and adjustment, risk management, until the arrival of the goods at the destination port, and cargo unloading operations. Roshing’s obligation of carriage is completed when the merchandise is unloaded from the ship.
ii. Customs clearance, delivery of
goods, and delivery of shipping documents are usually completed by agencies in different ports. In most shipping scenarios, the consignment
arrangement is made by the consensual shipping supplier. In some transport scenarios, Roshing directly assigns the agency for customers.
iii. Transportation Fee payment: Roshing
usually pays the transportation fee to the shipping supplier in 3-4 days. If there are other fees, such as processing fees, port fees,
commission, agency fees and other related fees, the fees are settled according to the customer’s contract with Roshing.
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f.
Follow up service
i.
File Organizing
Transportation records: After the shipping
process, Roshing will organize and keep all documents and records generated during transportation for record.
ii.
Customer Feedback
Customer feedback: Roshing pays great
attention to its customer experience. It collects customer feedback on transportation services and addresses any problems or complaints
that may arise.
Global Logistics Business Strengths
·
Specialized Services: We boast a professional team that uses its collective experience and connections to provide clients with tailored, efficient, and reliable global logistics solutions. Shufang Gao, our CEO previously worked for a globally renowned shipping conglomerate, with over 20 years of management experience. His expertise spans shipping operation management and logistics transportation. Leveraging this experience, he has provided the Company with the managerial framework for expanding its global logistics business, as well as access to relevant customer and supplier resources in the shipping industry. Based on our collective knowledge and experience, we are able to tailor our services according to the needs of our customers’ needs, including route optimization, vessel selection, port logistics scheduling, and stringent cost management.
·
Regional Network: With the collective experience of our team, we have cultivated a network of valuable partnerships, particularly in our core regions of Japan, South Korea, and Vietnam. By focusing our efforts on these regions, we are able to offer tailored solutions that leverage our deep understanding of local regulations and market dynamics. This allows us to provide efficient and cost-effective services to our clients, facilitating logistics operations across borders. Our collaborative approach and dedication make us a trusted partner for businesses seeking reliable logistics solutions in the global marketplace.
·
Stable Transport Capacity and Reserved Space: We maintain enduring and strong relationships with major shipping suppliers, allowing us to secure vessel space in advance and ensure reliable and timely delivery of clients’ goods. This stability in transport capacity is particularly beneficial for clients with recurring shipping needs.
Competition
Roshing’s container shipping operation faces
competition from global and regional shipping companies such as Maersk, Mediterranean Shipping Company (MSC), and CMA CGM Group. These
companies offer extensive networks and comprehensive services, including advanced tracking technology, competitive pricing, and strong
customer service capabilities. Additionally, logistics companies like DHL and FedEx also provide integrated transportation solutions,
including container shipping.
To maintain competitiveness, Roshing focuses on
providing high-quality customized services, leveraging expertise, and maintaining strong relationships with customers through dedicated
support and tailored solutions.
Roshing’s bulk shipping operation services
compete with major bulk shipping companies such as Oldendorff Carriers, Pacific Basin, and Star Bulk Carriers. These companies typically
have large fleets and extensive global networks, enabling them to offer competitive pricing and reliable services. Additionally, they
may have long-term relationships with major industry players and ports, enhancing their operational efficiency.
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To compete effectively, Roshing emphasizes efficient
operational management, strong collaboration and coordination with stakeholders, and transparent financial management. By offering personalized
customer service and flexible chartering options, Roshing strives to stand out in the market and build long-term customer loyalty.
Our Growth Strategies
Our growth plan includes a continued focus on
the global logistics service as our primary business segment. We intend to use a portion of the proceeds from our recent public offering
to scale up our shipping operations, including chartering additional vessels. We believe that the expansion of shipping operations will
allow us to provide more cost-effective shipping options to our clients, particularly those with large load needs. Or strategies for growth
include:
·
Global logistics Network Expansion and Collaborative Partnerships: We aim to broaden our global presence to South America and Africa and forge strategic alliances with regional partners to ensure that we remain agile and responsive to the dynamic demand of the market.
·
Development of a proprietary presence in the global market for bulk chrome and manganese ore. We are currently accumulating a high-grade inventory of these industrial metals by sourcing directly from resource-rich regions. We intend to integrate the distribution of ore with our existing shipping operations to provide end-to-end supply chain solutions for metallurgical and steelmaking customers.
·
Environmental Responsibility and Sustainable Practices: We are committed to environmental responsibility and sustainable practices, and as such, we plan to prioritize environmentally friendly ship cooperation. Through the optimization of transportation routes and the reduction of carbon emissions, we aim to further demonstrate our dedication to sustainability and contribute to a greener future.
·
Continuous Training and Development: We intend to prioritize continuous training and development for our team members to uphold professionalism and ensure their skills remain aligned with industry advancements.
II. Other Product & Services
·
Electronic Device Hardware: Roshing is a distributor of hardware components for electronic devices and generates revenue from reselling these components and is not involved in product development and manufacturing. The main products include Wi-Fi modules, Bluetooth modules, 4G network modules, LED screens and touch screens, and software technical services. Roshing’s main customers are oversea traders, direct traders of hardware components, companies engaged in the assembly and sale of finished products and private label entities seeking electronic component procurement with light customization.
·
Software Technical Services: Roshing provides technical consulting and training services to help customers, generally its existing customers, to better understand and properly use its customized software and related hardware. Roshing also provides software maintenance service to keep customer’s software up to date and assists customers in promoting business with ongoing marketing support.
·
Business Consulting Services: Roshing provides business consulting services to help customers apply for immigration and non-immigration visas. The Company is responsible for performing background checks, assessment, and preparing related application paper works.
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Our People and Culture
The following table sets forth the number of our
full time employees by function as of July 31, 2025, July 31, 2024 and July 31, 2023:
Function
As
of
July 31, 2025
As of
July 31, 2024
As of
July 31, 2023
Senior Management
7
7
3
Human Resources and Administration
1
1
1
Finance
1
1
1
Sales and Marketing
4
2
2
Procurement
0
0
1
Technical
0
0
2
TOTAL
13
11
10
Insurance
We participate in employee social security plans
for our full-time employees.
Intellectual Property
As of the date of this Report, we have two domain
names: roshing.com and tianci-ciit.com. We do not own or have rights to any other IP, such as patents, copyrights and trademarks.
Environmental Matters
We strictly comply with laws and regulations relating
to environmental protection in Hong Kong since our main operation is in Hong Kong. It has not had a material adverse effect upon our capital
expenditures, earnings, and we do not anticipate any material adverse effects in the future based on the nature of our future operations.
We do not have any relevant records of being penalized for violating environmental protection regulations.
* * * * *
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