Form of Private Offering of Common Stock to Non-U.S. Persons Subscription Agreement, dated December 29, 2023
Exhibit 10.8
TIANCI INTERNATIONAL, INC.
401 Ryland Street, Suite 200-A, Reno,
NV 89502, USA
Reg. S: Private Offering of Common Stock to Non-U.S. Persons
SUBSCRIPTION AGREEMENT
1. SUBSCRIPTION. The undersigned subscriber (the “Subscriber”) hereby makes application to purchase the number of shares of common stock specified in Section 5 hereof (the “Shares”) to be issued by Tianci International, Inc., a Nevada corporation (the “Company”). The Purchase Price for the Shares will be One U.S. Dollar (US$1.00) per Share, as set forth in total in Section 5. The Purchase Price will be paid by wire transfer upon execution of this Agreement by the Subscriber.
2. REPRESENTATIONS OF SUBSCRIBER. The Subscriber represents and warrants to the Company as follows:
| (A) | The written information provided to the Subscriber regarding the Company is contained in the following documents filed by the Company with the U.S. Securities and Exchange Commission: the Annual Report on Form 10-K for the year ended July 31, 2022, the Quarterly Report on Form 10-Q for the quarter ended October 31, 2022, the Quarterly Report on Form 10-Q for the quarter ended January 31, 2023, the Quarterly Report on Form 10-Q for the quarter ended April 30, 2023, the Annual Report on Form 10-K for the year ended July 31, 2023, and the Current Quarterly Report on Form 10-Q for the quarter ended October 31, 2023. The Subscriber is not relying upon any oral statements by the Company or by any other person or other written information in making the decision to purchase the Shares. |
| (B) | The Subscriber (or its principals, if the Subscriber is an entity) has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Company and of making an informed investment decision. |
| (C) | The Subscriber is aware that the books and records of the Company will be available for inspection during this offering, upon reasonable notice, during business hours at the Company's place of business. |
| (D) | The Subscriber has been provided access to any information the Subscriber requested in evaluating a purchase of the Shares. |
| (E) | The Subscriber has been presented with the opportunity to ask questions and receive answers from officers of the Company relating to the terms and conditions of the offering and to obtain any additional information necessary to verify the accuracy of the information made available to the Subscriber. |
| (F) | To the best of the Subscriber's knowledge based upon appropriate diligence and investigation: (i) none of the cash or property that is paid or contributed to the Company by the Subscriber will be derived from, or related to, any activity that is deemed criminal under United States law or that contravenes any federal, state, foreign or international laws and regulations dealing with money laundering; and (ii) no contribution or payment to the Company by the Subscriber comes from a source which would cause the Company to be in violation of the United States Bank Secrecy Act, the United States Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. |
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3. ACKNOWLEDGEMENTS BY SUBSCRIBER, The Subscriber acknowledges that the Subscriber is aware of the following facts:
| (A) | Although the Company’s common stock is listed for trading on the OTC Pink Market maintained by OTC Markets, the market for the common stock is very thin, with only occasional trades at prices that increase or decrease significantly and suddenly. Therefore, it the Subscriber wants to sell the Shares, there may be no buyer available, or the price offered may be less than the actual value of the Shares. |
| (B) | There were 5,903,481 shares of the Company's common stock and 80,000 shares of the Company’s Series A Preferred Stock (which is convertible into 8,000,000 shares of common stock) outstanding prior to the commencement of this offering, and there were no other equity securities issued by the Company. The Company intends to sell an indefinite number of shares of its common stock in this offering. |
| (C) | No public agency has expressed an opinion upon the accuracy or adequacy of any information presented by the Company in connection with this offering or the fairness of the terms of the offering. |
| (D) | The Company may release confidential information about the Subscriber (and, if the Subscriber is an entity, its record and beneficial owners) to government authorities, if the Company determines in its sole discretion that it is in the best interest of the Company to do so or that such release is required by applicable law. |
4. NON-U.S. PERSON. The Company is offering the Shares outside the United States only for purchase by persons who are not U.S. Persons (as defined in Section 902 of Regulation S promulgated by the Securities and Exchange Commission). The Subscriber represents and warrants to the Company that the Subscriber is not a U.S. Person and that the following statements are true:
| (A) | The Subscriber is not a resident of the United States or of any territories of the United States. |
| (B) | The offer and sale of the Shares has not taken place, and is not taking place, within the United States of America or its territories or possessions. The offer and sale of the Shares has taken place, and is taking place in an “offshore transaction,” as such term is defined in Regulation S. |
| (C) | The Subscriber is not acquiring the Shares for the account or benefit of any U.S. Person. |
| (D) | The Subscriber acknowledges and agrees that, pursuant to the provisions of Regulation S, the Shares cannot be sold, assigned, transferred, conveyed, pledged or otherwise disposed of to any U.S. Person or within the United States of America or its territories or possessions for a period of one year from and after the purchase of the Shares, unless the Shares are registered for sale in the United States pursuant to an effective registration statement under the Securities Act or another exemption from such registration is available. The Subscriber has not engaged in any hedging transactions with regard to the Shares. |
| (E) | The Subscriber consents to the placement of a legend on any certificate or other document evidencing the Shares and understands that the Company will refuse to register any transfer of Shares not made in accordance with applicable U.S. securities laws. |
| (F) | The Subscriber is not a “distributor” of securities nor a dealer in securities. The Subscriber is purchasing the Shares as principal for its own account, for investment purposes only and not with an intent or view towards further sale or distribution, and has not pre-arranged any sale with any other person and has no plans to enter into any such agreement or arrangement. |
5. SHARES SUBSCRIBED FOR. The undersigned subscribes to purchase the following Shares for the following Purchase Price:
_______________ shares of common stock.
$______________ Purchase Price (US$1.00 per share)
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6. REGISTRATION RIGHTS. If the Company proposes to register Common Stock under the U.S. Securities Act of 1933 (other than a registration statement on Form S-8 or on Form S-4 or any similar successor forms thereto), whether for its own account or for the account of one or more of its shareholders, the Company shall give prompt (but in no event less than ten (10) days before the anticipated filing date of such registration statement) written notice to the Subscriber of its intention to effect such a registration, which notice shall offer to the the Subscriber the opportunity to register all or some of the Shares purchased hereunder (the “Registrable Securities”). The Subscriber may accept the offer in writing within five (5) business days after receipt of such written notice from the Company. The Company shall include in such registration all Registrable Securities with respect to which the Subscriber has made a timely request for inclusion, subject to such reductions and requirements as the underwriter(s) may impose upon the Company and its owners (including, without limitation, requiring proportionate reduction in the number of Registrable Securities so registered, as determined by such underwriter(s) in their sole discretion; and/or requiring selling securityholders to execute and deliver “lock-up” or “market stand-off” agreements restricting the selling securityholders from selling the Registrable Securities included in the offering for a given period of time following the filing of the applicable registration statement).
7. BINDING EFFECT. This Subscription Agreement is executed this ____ day of __________, 2023, and shall bind the parties hereto and their respective heirs, executors, administrators, distributees, successors and assigns.
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| SUBSCRIBER: |
If the Subscriber is an INDIVIDUAL:
| Print Name | Print Name (if joint) | ||
| Signature of Purchase | Signature of Joint Purchaser (if any) | ||
| Address: | Address | ||
If the Subscriber is a PARTNERSHIP, CORPORATION, LIMITED LIABILITY COMPANY, TRUST or similar entity:
| Name of Entity | Country or State of Organization | |||
| By: | ||||
| Name: | Address | |||
| Title: | ||||
| U.S. Tax ID (if any) | Address | |||
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ACCEPTED BY THE COMPANY THIS
_____ DAY OF _____________, 2023
TIANCI INTERNATIONAL, INC.
By: _________________________________
Shufang Gao, President
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