Tianci International (CIIT) risk factors, FY2025 10-K

Risks Related to the Global Logistics Services

1. 01Geopolitical conditions, such as political instability or conflict, terrorist attacks and international hostilities can affect the Maritime transportation industry, which could adversely affect our business
2. 02Any reduction in international commerce or disruption in global trade may adversely impact our business and operating results
3. 03Our industry is highly competitive, and failure to compete or respond to customer requirements could damage our business and the results of operations
4. 04Difficulty in forecasting timing or volumes of customer shipments or rate changes by carriers could adversely impact our margins and operating results
5. 05Climate change, including measures to address climate change, could adversely impact our business and financial results
6. 06Roshing is subject to potential risks arising from contractual obligations with shipping suppliers
7. 07Roshing faces risks from changing customer logistics needs, contractual obligations, and failure to meet customer requirements, which could lead to financial losses, legal liabilities, and damage to Roshing’s reputation if not managed proactively
8. 08Our revenues, operating income and cash flows are likely to fluctuate and are subject to uncertainty and potential volatility in demand and supply for cargo space and container loads from time to time
9. 09Seasonality and the impact of weather and other catastrophic events adversely affect Roshing’s operations and profitability

Risk Related to Other Products & Services

1. 10Roshing has a great dependence on a limited number of suppliers and the loss of their manufacturing capability could materially impact its operations
2. 11Defects in the Hardware Products Roshing sells or failures in quality control related to its distribution of products could impair its ability to sell its products or could result in product liability claims, litigation and other significant events involving substantial costs
3. 12The software and website development markets are highly competitive
4. 13Roshing’s software and website may not perform in line with customer specifications or expectations
5. 14If Roshing does not continually update its products and/or services, they may become obsolete and Roshing may not be able to compete with other companies
6. 15Roshing may not be able to continue to recruit, train and retain dedicated and qualified consultants who are essential to the success of its business and the effective delivery of policy and business advisory services to its individual and corporate clients
7. 16A decline in the market for individual clients of Roshing’s business consulting services and corporate business consulting could have a material adverse effect on its business, prospects, financial condition and results of operations

General Business Risks

1. 17We have a limited operating history and face significant challenges and will incur substantial expenses as we build our capabilities
2. 18We are currently dependent on a small group of customers for most of our revenue. If we cannot expand our customer base many-fold, our business growth will be challenged and affected, resulting in adjustments to our business strategy
3. 19We rely on shipping suppliers, cargo owner and cargo agents and Hardware Products suppliers, if they become financially unstable or have reduced capacity to provide services because of pandemics, such as COVID-19, it may adversely impact our business and operating results
4. 20Various macroeconomic factors could adversely affect our business, financial condition and results of operations, including changes in inflation, interest rates and overall economic conditions and uncertainties such as those resulting from the current and future conditions in the global financial markets
5. 21If we are unable to hire, retain or motivate qualified personnel, consultants, independent contractors, and advisors, we may not be able to grow effectively
6. 22The Company and its subsidiaries do not presently maintain fire, theft, product liability or any other property insurance, which leaves us with exposure in the event of loss or damage to our properties or claims filed against us
7. 23Our operating history may not be indicative of our future growth or financial results and we may not be able to sustain our historical growth rates51% rewritten
8. 24Our management will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allowNew
9. 25We may fail to make necessary acquisitions or investments or enter desirable strategic alliances, and we may not be able to achieve the anticipated benefits from such acquisitions, investments or strategic alliances
10. 26We may not be able to prevent others from unauthorized use of our intellectual property, which could harm our business and competitive position
11. 27Anti-takeover provisions contained in our bylaws and articles of incorporation as well as provisions of Nevada law, could impair a takeover attempt
12. 28These provisions, alone or together, could delay or prevent hostile takeovers and changes in control or changes in our management
13. 29Any damage to the reputation and recognition of our brand names, including negative publicity against us, our services, operations and our directors, senior management and business partners may materially and adversely affect our business operations and prospects
14. 30We may from time to time be subject to claims, disputes, lawsuits and other legal and administrative proceedings
15. 31While we believe that we and our subsidiaries are currently not required to obtain any other permissions or approvals from Hong Kong authorities for our business operations, we cannot assure you that we or our subsidiaries will be able to obtain all such permissions or approvals if they are nevertheless required75% rewritten
16. 32We may adjust our business strategies and models in response to changing market conditions, competitive pressures, or regulatory changes. However, there is no guarantee that these adjustments will be successful, and they may not achieve the desired results, potentially impacting our performance and financial results

Risks Related to Doing Business in Hong Kong

1. 33Changes in international trade policies, trade disputes, barriers to trade, or the emergence of a trade war may dampen growth in Hong Kong, China and other markets where the majority of our clients reside
2. 34The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region (the “Hong Kong National Security Law”) could impact our Hong Kong subsidiary
3. 35There are political risks associated with conducting business in Hong Kong
4. 36On August 10, 2020, the SEC announced that the SEC Chairman had directed the SEC staff to prepare proposals in response to the report of the President’s working group, and that the SEC was soliciting public comments and information with respect to the development of these proposals
5. 37On December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in Mainland China and Hong Kong and voted to vacate the previous Determination Report to the contrary37% rewritten
6. 38Increases in labor costs in Hong Kong and non-compliance with laws and regulations relating to employment and labor protection may adversely affect the business of Roshing and our results of operations
7. 39You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or its management named in the Report based on Hong Kong laws

Risks Related to Taxation

1. 40Non-compliance with tax obligations may adversely affect our business and operation results
2. 41On May 10, 2024, the company paid $20,184.43 by check to IRS for the tax period ending July 31, 2023
3. 42A change in tax laws in any country in which we operate or loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies or the taxable presence of our subsidiaries in certain countries could adversely affect us

Risks Related to Our Common Stock

1. 43An active, liquid, and orderly market for our common stock may not developNew
2. 44Our articles of incorporation allow our board to create a new series of preferred stock without further approval by our Stockholders, which could adversely affect the rights of the holders of our common stock
3. 45The trading price of our common stock is likely to be volatile, which could result in substantial losses to investors
4. 46Any of these factors may result in large and sudden changes in the volume and price at which our common stock will trade
5. 47Short sellers of our stock may be manipulative and may drive down the market price of our common stock
6. 48As we do not expect to pay dividends in the foreseeable future, you must rely on a price appreciation of our common stock for return on your investment
7. 49Our CEO beneficially owns the majority of our outstanding stock and, accordingly, will have control over stockholder matters, the Company’s business and management27% rewritten
8. 50Moreover, because of the significant ownership position held by Mr. Gao, new investors will not be able to effect a change in the Company’s business or management, and therefore, stockholders would be subject to decisions made by management and the majority stockholder22% rewritten
9. 51The sale of securities by us in any equity or debt financing could result in dilution to our existing Stockholders24% rewritten
10. 52We may not be able to satisfy the continued listing requirements of Nasdaq to maintain a listing of our common stockNew
11. 53We may require additional capital to support growth, and such capital might not be available on terms acceptable to us, if at all. This could hamper our growth and adversely affect our business