UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 30, 2017
_______________________________________________________________
TIANCI INTERNATIIONAL, INC.
(Exact name of registrant as specified in its charter)
| NEVADA | 333-184061 | 45-5440466 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
No. 45-2, Jalan USJ 21/10
Subang Jaya 47640
Selangor Darul Ehsan, Malaysia
(Address of principal executive offices) (Zip Code)
+ 86-0755 83695082
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective August 30, 2017, Jerry Ooi was appointed to serve as the Director of the Company until his successor(s) shall be duly elected or appointed, unless he resigns, is removed from office or is otherwise disqualified from serving as a director of the Company.
Jerry Ooi , age 35, is currently the Sales and Marketing Director of Ezytronic Sdn Bhd. and has served in such capacity since November 2009. Mr. Ooi served as the Retail Assistant Manager of Precess Technology Sdn. Bhd. from May 2007 to October 2009. Mr. Ooi graduated with a Diploma in IT Multimedia from Informatics College in Malaysia. Mr. Ooi. brings to the Board of Directors his sales and marketing experience in the online and mobile industry.
Mr. Ooi will not receive compensation in connection with his service on our Board of Directors. Mr. Ooi will serve as an independent director on our audit committee.
Mr. Ooi does not have a direct family relationship with any of the Company’s directors or executive officers, or any person nominated or chosen by the Company to become a director or executive officer.
Item 8.01. Other Events
Effective August 30, 2017, the Board of Directors of the Company established an audit committee to be initially comprised of the Company’s two independent directors: Jerry Ooi and Yeow Yuen Kai. Concurrently therewith, the Board also adopted a charter for the audit committee, a copy of which is filed as Exhibit 99.1 to this Report.
Concurrently, the Board also adopted certain procedures to pre-approve the engagement of audit and non-audit services by our primary external auditor (the “Pre-Approval Procedures”). A copy of the Pre-Approval Procedures is attached as Exhibit 99.2 to this report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Number | Exhibit | |
| 99.1 | Audit Committee Charter | |
| 99.2 | Pre-Approval Procedures |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TIANCI INTERNATIONAL, INC. | ||
| Dated: August 30, 2017 | ||
| By: | /s/ Chauh Su Chen | |
| Chuah Su Chen | ||
| Chief Financial Officer | ||
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Exhibit 99.1
Tianci International, Inc.
Audit Committee Charter
Purpose
To assist the board of directors in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control over financial reporting, the audit process, and the company’s process for monitoring compliance with laws and regulations and the code of conduct.
Authority
The audit committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is empowered to:
| · | Retain outside counsel, accountants or others to advise the committee or assist in the conduct of an investigation |
| · | Seek any information it requires from employees – all of whom are directed to cooperate with the committee’s requests – or external parties |
| · | Meet with company officers, external auditors or outside counsel, as necessary |
Composition
The audit committee will consist of at least two and no more than six members of the board of directors. The board or its nominating committee will appoint committee members and the committee chair. Each committee member will be both independent and financially literate, as defined by applicable regulation and the board of directors. At least one member shall have expertise in financial reporting.
Meetings
The committee will meet at least twice a year, with authority to convene additional meetings, as circumstances require. All committee members are expected to attend each meeting, in person or via tele- or video-conference. The committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will hold private meetings with auditors (see below) and executive sessions. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.
Responsibilities
The committee will carry out the following responsibilities:
Financial Statements
| · | Review significant accounting and reporting issues, including complex or unusual transactions and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements |
| · | Review with management and the external auditors the results of the audit, including any difficulties encountered |
| · | Review the annual financial statements, and consider whether they are complete, consistent with information known to committee members, and reflect appropriate accounting principles |
| · | Review other sections of the annual report and related regulatory filings before release and consider the accuracy and completeness of the information |
| · | Review with management and the external auditors all matters required to be communicated to the committee under generally accepted auditing standards |
| · | Understand how management develops interim financial information, and the nature and extent of internal and external auditor involvement |
| · | Review interim financial reports with management and the external auditors, before filing with regulators, and consider whether they are complete and consistent with the information known to committee members |
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Internal Controls
| · | Consider the effectiveness of the company’s internal control over annual and interim financial reporting, including information technology security and control |
| · | Understand the scope of internal and external auditors’ review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses |
Internal Audit
| · | Review with management and the internal audit director the charter, plans, activities, staffing and organizational structure of the internal audit function |
| · | Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement or dismissal of the internal audit director |
| · | Review the effectiveness of the internal audit function |
| · | On a regular basis, meet separately with the director of internal audit to discuss any matters that the committee or internal audit believes should be discussed privately |
External Audit
| · | Review the external auditors’ proposed audit scope and approach, including coordination of audit effort with internal audit |
| · | Review the performance of the external auditors, and exercise final approval on the appointment or discharge of the auditors |
| · | Review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the company, including nonaudit services, and discussing the relationships with the auditors |
| · | On a regular basis, meet separately with the external auditors to discuss any matters that the committee or auditors believe should be discussed privately |
Compliance
| · | Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instances of noncompliance |
| · | Review the findings of any examinations by regulatory agencies, and any auditor observations |
| · | Review the process for communicating the code of conduct to company personnel, and for monitoring compliance therewith |
| · | Obtain regular updates from management and company legal counsel regarding compliance matters |
Reporting Responsibilities
| · | Regularly report to the board of directors about committee activities, issues and related recommendations |
| · | Provide an open avenue of communication between internal audit, the external auditors and the board of directors |
| · | Report annually to the shareholders, describing the committee’s composition, responsibilities and how they were discharged, and any other information required by rule |
| · | Review any other reports the company issues that relate to committee responsibilities |
Other Responsibilities
| · | Perform other activities related to this charge as requested by the board of directors |
| · | Institute and oversee special investigations as needed |
| · | Review and assess the adequacy of the committee charter annually, requesting board approval for proposed changes |
| · | Confirm annually that all responsibilities outlined in this charter have been carried out |
| · | Evaluate the committee’s and individual members’ performance on a regular basis |
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Exhibit 99.2
TIANCI INTERNATIONAL, INC.
PRE-APPROVAL PROCESS OF ENGAGEMENTS FOR AUDIT AND NON-AUDIT SERVICES BY THE PRIMARY EXTERNAL AUDITOR
I. Background
Section 201 of the Sarbanes-Oxley Act of 2002 (the “Act”) prohibits certain activities by the external auditor of the Company which is charged with performing the audit of the Company’s financial statements for the purpose of expressing an opinion thereon (the “primary external auditor”). Prohibited activities include the following:
| 1. | Bookkeeping or other services related to the accounting records or financial statements of the Company; |
| 2. | Financial information systems design and implementation; |
| 3. | Appraisal or valuation services, fairness opinions, or contribution-in-kind reports; |
| 4. | Actuarial services; |
| 5. | Internal audit outsourcing services; |
| 6. | Management functions or human resources; |
| 7. | Broker or dealer, investment adviser, or investment banking services; |
| 8. | Legal services, and expert services unrelated to the audit; |
| 9. | Services provided for a contingent fee or commission; |
| 10. | Services related to marketing, planning or opining in favor of the tax treatment of (i) a confidential transaction, or (ii) an aggressive tax position transaction that was initially recommended, directly or indirectly, by the primary external auditor; and |
| 11. | Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible. |
Sections 201 and 202 of the Act provide that the primary external auditor may engage in any non-audit service for the Company only if the activity is approved in advance by the Audit/Finance Committee. Additionally, Section 202 of the Act requires that all audit, audit-related and non-audit services provided by the primary external auditor be approved in advance by the Audit/Finance Committee.
II. Purpose
The purpose of this document is to outline the Audit/Finance Committee’s pre-approval process for engagements for audit, audit-related and non-audit services by the Company’s primary external auditor.
III. Pre-approval Process
A. Audit Services
| 1. | All audit services to be performed by the primary external auditor will be performed pursuant to a written engagement letter which outlines the scope and nature of the services and the fees to be paid for such services. |
| 2. | With respect to the annual audit of the Company’s financial statements by the primary external auditor, the Audit/Finance Committee shall pre-approve the selection of the primary external auditor and shall pre-approve the form of engagement letter relating to such engagement and all audit services contemplated thereby. In the event additional audit services are to be performed by the primary external auditor which are outside the scope of the initial engagement letter, an addendum to the engagement letter describing the additional services shall be submitted to the Audit/Finance Committee for pre-approval. |
| 1 |
B. Audit-Related Services
| 1. | Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent auditor. Because the Audit/Finance Committee believes that the provision of audit-related services does not impair the independence of the auditor and is consistent with the Securities and Exchange Commission’s rules on auditor independence, the Audit/Finance Committee may grant pre-approval of specific audit-related services at the time of approving the engagement of the primary external auditor as contemplated by Section A above. Audit-related services include, among others, accounting consultations related to accounting, financial reporting or disclosure matters not classified as “audit services”; assistance with understanding and implementing new accounting and financial reporting guidance from rulemaking authorities; financial audits of employee benefit plans; agreed upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters; and assistance with internal control reporting requirements. |
| 2. | A list of specific audit-related services that have been pre-approved by the Audit/Finance Committee at the time of the engagement of the primary external auditor will be attached to the primary external auditor’s engagement letter. All other audit-related services not so listed must be specifically approved by the Audit/Finance Committee. |
C. Non-Audit Services
| 1. | In connection with any proposed engagement for non-audit services, the scope, nature and anticipated fees for such services shall be agreed upon by management and the external auditor, who then shall then obtain the verbal consent of the Chairman of the Audit/Finance Committee to proceed with the proposed engagement. Engagement letters for non-audit services may be signed either by Company’s Chief Financial Officer (“CFO”) or any Company employee designated by the CFO, or by the Chairman of the Audit/Finance Committee. |
| 2. | All engagements for non-audit services by the primary external auditor which are approved by the Audit/Finance Committee shall be disclosed to investors in periodic reports as may be required the Securities Exchange Act of 1934. |
| 3. | The requirement for pre-approval by the Audit/Finance Committee of an engagement for non-audit services by the Company’s primary external auditor shall be waived if each of the following conditions are satisfied: |
| a. | The aggregate amount of all such non-audit services provided to the Company constitutes not more than five percent of the total amount of revenues paid by the Company to its primary external auditor during the fiscal year in which the non-audit services are provided; |
| b. | Such services were not recognized by the Company at the time of the engagement to be non-audit services 1 ; and |
| c. | Such services are promptly brought to the attention of the Audit/Finance Committee and approved pursuant to the procedures under paragraph 2 above. |
D. Delegation of Authority
The Audit/Finance Committee Chairman may approve any engagements listed above on behalf of the full committee provided that such engagements
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