SecProbe.io

September 19, 2024
Shufang Gao
Chief Executive Officer
Tianci International, Inc.
Unit B,10/F., Ritz Plaza, No.122 Austin Road, Tsim Sha Tsui
Kowloon, Hong Kong 999077
Re:Tianci International, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed September 5, 2024
File No. 333-280089
Dear Shufang Gao:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 2 to Registration Statement on Form S-1
Risk Factors
While we believe that we and our subsidiaries are currently not required to obtain permissions or
approvals from Mainland China..., page 34
1.Please revise to clarify that although certain risks specific to variable interest entities may
not be applicable to you, the issues and risks identified in the Division of Corporation
Finance's November 23, 2020 "Disclosure Considerations for China-Based
Issuers" related to China-based operating companies registering securities with the SEC
do still apply, and that the PRC government has oversight authority notwithstanding the
fact that your operations are based in Hong Kong.

September 19, 2024
Page 2
General
2.We note your disclosure that you do not believe you are required "to obtain any
permissions or approvals from the Mainland China authorities, including but not limited
to the China Securities Regulatory Commission (“CSRC”) and the Cyberspace
Administration of China (“CAC”), to operate Roshing’s business or to list our securities
on the U.S. exchanges and offer securities, including but not limited to issuing our
common stock to foreign investors; and (ii) we and our subsidiaries have not applied for
or been denied of any such permissions or approvals from the Mainland China
authorities." Please tell us whether you relied upon an opinion of counsel with respect to
such conclusions and if not, revise in to state as much and explain why such an opinion
was not obtained. Additionally, revise your disclosure to clarify whether you or your
subsidiaries are required to obtain any permissions or approvals from Hong Kong
to operate your business and revise your risk factors as appropriate. To the extent that you
are subject to any permission or approval requirements, state affirmatively whether you
have received all requisite permissions or approvals and whether any permissions or
approvals have been denied. Please also describe the consequences to you and your
investors if you or your subsidiaries: (i) do not receive or maintain such permissions or
approvals, (ii) inadvertently conclude that such permissions or approvals are not required,
or (iii) applicable laws, regulations, or interpretations change and you are required to
obtain such permissions or approvals in the future.
            Please contact Matthew Derby at 202-551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology