Blog: NOCERA, INC. : Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

Item 1.01 Entry into a Material Definitive Agreement.



The VIE Agreements


On September 7, 2022, Nocera, Inc. (“Nocera” or the “Company”) entered into a
series of contractual agreements (collectively, the “VIE Agreements”) with the
majority stockholder (the “Selling Stockholder”) of Meixin Institutional Food
Development Co., Ltd., a Taiwan corporation (“Meixin”), and Meixin. The VIE
Agreements essentially conferred control and management of Meixin as well as
substantially all of the economic benefits of the Selling Stockholder in Meixin
to Nocera. Meixin, a food processing and catering company established in 2003,
is engaged in the production of hot and frozen meals, bento boxes, group meals
and processing of vegetables and fruits for other companies in the food
industry.

VIE Purchase Agreement.Pursuant to that VIE Purchase Agreement by and among
Nocera, the Selling Stockholder, and Meixin, the Company purchased the Selling
Stockholder’s 80% controlling interest of Meixin for a purchase price of
US$4,300,000 and the VIE agreements described below.

Voting Rights Proxy Agreement. Pursuant to that certain Voting Rights Proxy
Agreement, dated September 7, 2022, between the Company, the Selling Stockholder
and Meixin, the Selling Stockholder irrevocably agreed to authorize Nocera or
the individual then designated by Nocera (“Attorney”) to exercise, on his
behalf, the following rights available to them in his capacity as a majority
stockholder of Meixin under the then effective articles of association of Meixin
(collectively, “Powers”): (a) to propose the convening of, and attend,
stockholder meetings in accordance with the articles of association of Meixin on
behalf of the Selling Stockholder; (b) to exercise voting rights on behalf of
the Selling Stockholder on all matters required to be deliberated and resolved
by the stockholders’ meeting, including without limitation the appointment and
election of the directors and other executives to be appointed and removed by
the Selling Stockholder and the sale or transfer of all or part of the equity
held by Selling Stockholder in Meixin; (c) to exercise other the Selling
Stockholder’s voting rights under the articles of association of Meixin
(including any other the Selling Stockholder’s voting rights stipulated upon an
amendment to such articles of association); (d) other voting rights that the
Selling Stockholder shall enjoy under the Taiwan (R.O.C.) laws, as amended,
revised, supplemented and re-enacted, no matter whether they take effect before
or after the conclusion of the Voting Rights Proxy Agreement. The Selling
Stockholder agrees not to revoke the authorization and entrustment accorded to
the Attorney other than in the case where the Company gives the Selling
Stockholder a written notice requesting the replacement of the Attorney, in
which event the Selling Stockholder shall immediately appoint such other person
as then designated by the Company to exercise the foregoing Powers and such new
authorization and entrustment shall supersede, immediately upon its grant, the
original authorization, and entrustment.

Exclusive Business Cooperation Agreement. Pursuant to that certain Exclusive
Business Cooperation Agreement, September 7, 2022, between the Company and
Meixin, the Company agreed to provide technical consulting and services
including management consulting services, general and financial advisory service
and various general and administrative service to Meixin as the technical
consulting and service provider of Meixin in accordance with the conditions set
forth herein during the term of the agreement. Meixin agrees to accept the
technical consulting and services provided by the Company. Meixin further agreed
that, without the prior written consent of the Company, during the term of this
Agreement, it shall not accept any technical consulting and services identical
or similar to Target Business that are provided by any third party.

Equity Pledge Agreement. Pursuant to that certain Equity Pledge Agreement, dated
September 7, 2022, between the Company, the Selling Stockholder and Meixin, the
Selling Stockholder pledged all of his equity interests in Meixin to the Company
to guarantee the performance of Meixin’s obligations under the Exclusive
Business Cooperation Agreement, including the payment of all debt of Meixin.
Under the terms of the agreement, in the event that Meixin or the Selling
Stockholder breach their respective contractual obligations under the Exclusive
Business Cooperation Agreement, the Company, as pledgee, will be entitled to
certain rights, including, but not limited to, the right to collect dividends
generated by the pledged equity interests. The Selling Stockholder also agreed
that upon the occurrence of any event of default, as set forth in the Equity
Interest Pledge Agreement, the Company is entitled to claim indemnity. The
Equity Pledge Agreement shall terminate upon the earlier of Miein’s satisfaction
of all contractual obligations and when all Secured Debt is paid in full.









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Exclusive Call Option Agreement. Pursuant to that certain Exclusive Call Option
Agreement, dated September 7, 2022, between the Company, the Selling Stockholder
and Meixin, the Selling Stockholder irrevocably granted the Company (or its
designee) an exclusive option to purchase, to the extent permitted under Taiwan
(R.O.C.) law, part or all of their equity interests in Meixin. According to the
Exclusive Call Option Agreement, the purchase price shall be the minimum price
permitted by applicable Taiwan (R.O.C.) law at the time when such share transfer
occurs.

The foregoing disclosure purports to be a summary of the documents. Copies of
the agreements are filed as exhibits to this Form 8-K and are incorporated by
reference herein.


Item 7.01    Regulation FD Disclosure.


On September 8, 2022, Nocera issued a press release announcing the transaction
described under Item 1.01 of this Form 8-K. A copy of the press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The disclosure under Item 7.01, including Exhibit 99.1 hereto, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, or otherwise subject to the
liabilities of that section. The information provided herein shall not be deemed
incorporated by reference into any filing made under the Securities Act of 1933,
as amended, except as expressly set forth by specific reference in such filing.


Item 9.01    Financial Statements and Exhibits.



(d) Exhibits



Exhibit No. Description

10.1          VIE Purchase, dated September 7, 2022, between Nocera, Inc.,
            Meixin Institutional Food Development Co., Ltd., and the Selling
            Stockholder
10.2          Voting Rights Proxy Agreement, dated September 7, 2022, between
            Nocera, Inc., the Selling Stockholder and Meixin Institutional Food
            Development Co., Ltd.
10.3          Exclusive Business Cooperation Agreement, September 7, 2022,
            between Nocera, Inc. and Meixin Institutional Food Development Co.,
            Ltd.
10.4          Equity Pledge Agreement, dated September 7, 2022, between Nocera,
            Inc. the Selling Stockholder and Meixin Institutional Food
            Development Co., Ltd.
10.5          Exclusive Call Option Agreement, dated September 7, 2022, between
            Nocera, Inc., the Selling Stockholder and Meixin Institutional Food
            Development Co., Ltd.
99.1          Press Release, dated September 9, 2022
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)
















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