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NOCERA INC

For the period ended Dec 31, 2023. Filed Apr 1, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Apr 1, 2024

NCRA$1.47+2.8%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

EXHIBIT INDEX

Exhibit No.DescriptionPreviously Filed and Incorporated by Reference Herein
3.1Amended and Restated Articles of Incorporation of the RegistrantFiled as Exhibit 3.2 to Form 10-K filed on March 23, 2022.
3.2Certificate of Amendment of Amended and Restated Articles of Incorporation of the RegistrantFiled as Exhibit 3.6 to Form 10-K filed on March 23, 2022.
3.3Certificate of Amendment of Articles of Incorporation of the RegistrantFiled as Exhibit 3.7 to Form 10-K filed on March 23, 2022.
3.4Certificate of Change of the RegistrantFiled as Exhibit 3.3 to Form 10-12G filed on October 19, 2018.
3.5Amended and Restated Bylaws of the RegistrantFiled as Exhibit 3.1 to Form 8-K filed on February 28, 2022.
3.6Articles of Incorporation of GSI Acquisition Corp.Filed as Exhibit 3.3 to Form 8-K12G3 filed on January 31, 2019.
3.7Articles of Association of Grand Smooth Inc LimitedFiled as Exhibit 3.4 to Form 8-K12G3 filed on January 31, 2019.
3.8Agreement and Plan of Merger, dated as of December 27, 2018, by and among the Registrant, Grand Smooth Inc Limited and GSI Acquisition Corp.Filed as Exhibit 10.1 to Form 8-K filed on December 31, 2018.
3.9Amended Agreement and Plan of Merger, dated as of December 27, 2018, and effective as of December 31, 2018, by and among the Registrant, Grand Smooth Inc Limited and GSI Acquisition Corp.Filed as Exhibit 2.1 to Form 8-K12G3 filed on January 31, 2019.
3.10Statement of Merger – GSI Acquisition Corp. and Grand Smooth Inc LimitedFiled as Exhibit 3.5 to Form 8-K12G3 filed on January 31, 2019.
4.1Description of Nocera, Inc.'s securities registered under section 12 of the Securities Exchange Act of 1934, as amendedFiled as Exhibit 4.1 to Form 10-K filed on March 23, 2022.
10.1†2018 Nocera, Inc. Stock Option and Award Incentive PlanFiled as Exhibit 10.2 to Form 8-K12G3 filed on January 31, 2019.
10.2Share Exchange AgreementFiled as Exhibit 10.1 to Form 8-K12G3 filed on January 31, 2019.
10.3†Consulting Agreement dated as of December 27, 2018, between Nocera, Inc. and Yin-Chieh ChengFiled as Exhibit 2.1 to Form 8-K12G3 filed on January 31, 2019.
10.4Regional Agency Cooperation Agreement dated as of September 2019, by and between Grand Smooth Inc Ltd and Jie Hao Development Co., Ltd.Filed as Exhibit 10.1 to Form 8-K filed on October 30, 2019.
10.5Procare International Co., Limited Project ContractFiled as Exhibit 10.1 to Form 8-K filed on January 10, 2020.
10.6Regional Agency Cooperation Supplementary Agreement dated as of May 31, 2020, by and between Grand Smooth Inc Ltd and JC Development Co., Ltd.Filed as Exhibit 10.1 to Form 8-K filed on June 19, 2020.
10.7Consulting Agreement dated as of May 15, 2020, between Nocera, Inc. and Atlanta Capital Partners, LLCFiled as Exhibit 10.2 to Form 8-K filed on June 19, 2020.
10.8Settlement Agreement and Release dated as of October 8, 2020, by and between Guizhou Wan Feng Hu Zhi Shui Chan Company, Ltd. and Nocera, Inc.Filed as Exhibit 10.4 to Form 10-Q filed on November 16, 2020.
10.9Exchange Agreement, Consent, and Representations dated as of December 31, 2020 of the Registrant and Agreement and Plan of Share Exchange for VIE Interest dated as of December 31, 2020, by and between Nocera, Inc., Xin Feng Construction Co. Ltd., and Shunda Feed Co. LtdFiled as Exhibit 2.1 to Form 8-K filed on January 4, 2021.
10.10Voting Rights Proxy Agreement dated as of December 31, 2020, by and among Hui-Min Tu, Wen-Chih Tsai, Ching-Yao Tsai, Ching-Chao Tsai, Nocera, Inc. and Xin Feng Construction Co. Ltd.Filed as Exhibit 10.1 to Form 8-K filed on January 4, 2021.
10.11Exclusive Business Cooperation Agreement dated as of December 31, 2020, by and among Nocera, Inc. and Xin Feng Construction Co. Ltd.Filed as Exhibit 10.2 to Form 8-K filed on January 4, 2021.
10.12Equity Pledge Agreement dated as of December 31, 2020, by and among Hui-Min Tu, Wen-Chih Tsai, Ching-Yao Tsai, Ching-Chao Tsai, Nocera, Inc. and Xin Feng Construction Co. Ltd.Filed as Exhibit 10.3 to Form 8-K filed on January 4, 2021.
10.13Exclusive Call Option Agreement dated as of December 31, 2020, by and among Nocera, Inc., Hui-Min Tu, Wen-Chih Tsai, Ching-Yao Tsai, Ching-Chao Tsai and Xin Feng Construction Co. Ltd.Filed as Exhibit 10.4 to Form 8-K filed on January 4, 2021.
10.14Subscription Agreement dated as of April 1, 2021, by and between Nocera, Inc. and Han-Chieh ShihFiled as Exhibit 10.4 to Form 10-Q filed on May 17, 2021.
10.15Consulting Agreement dated as of November 15, 2021, by and between Nocera, Inc. and Shih-Chung LinFiled as Exhibit 10.15 to Form 10-K filed on March 23, 2022.
10.16Consulting Agreement dated as of November 15, 2021, by and between Nocera, Inc. and Han-Chieh ShihFiled as Exhibit 10.16 to Form 10-K filed on March 23, 2022.
10.17†Employment Agreement dated as of August 16, 2019, by and between Nocera, Inc. and Shun-Chih ChuangFiled as Exhibit 10.18 to Form 10-K filed on March 23, 2022.
10.18†Employment Agreement dated as of January 3, 2022, by and between Nocera, Inc. and Gerald H. LindbergFiled as Exhibit 10.15 to Form S-1 filed on July 20, 2022.
10.19†Addendum, dated December 31, 2021, to that certain Employment Agreement, dated August 16, 2019, between Nocera, Inc. and Shun-Chih ChuangFiled as Exhibit 10.15 to Form S-1 filed on July 20, 2022.
10.20†Employment Agreement, dated September 1, 2022, between Nocera, Inc. and Mr. Hong-Wen RuanFiled as Exhibit 10.1 to Form 8-K filed on September 1, 2022.
10.21VIE Purchase, dated September 7, 2022, between Nocera, Inc., Meixin Institutional Food Development Co., Ltd., and the Selling StockholderFiled as Exhibit 10.1 to Form 8-K filed on September 12, 2022.
10.22Voting Rights Proxy Agreement, dated September 7, 2022, between Nocera, Inc., the Selling Stockholder and Meixin Institutional Food Development Co., Ltd.Filed as Exhibit 10.1 to Form 8-K filed on September 12, 2022.
10.23Exclusive Business Cooperation Agreement, September 7, 2022, between Nocera, Inc. and Meixin Institutional Food Development Co., Ltd.Filed as Exhibit 10.1 to Form 8-K filed on September 12, 2022.
10.24Equity Pledge Agreement, dated September 7, 2022, between Nocera, Inc. the Selling Stockholder and Meixin Institutional Food Development Co., Ltd.Filed as Exhibit 10.1 to Form 8-K filed on September 12, 2022.
10.25Exclusive Call Option Agreement, dated September 7, 2022, between Nocera, Inc., the Selling Stockholder and Meixin Institutional Food Development Co., Ltd.Filed as Exhibit 10.1 to Form 8-K filed on September 12, 2022.
10.26Real Estate Purchase Agreement, dated September 8, 2022Filed as Exhibit 10.1 to Form 8-K filed on September 13, 2022.
10.27Farmers Vending Co. Ltd. Purchase Agreement dated as of September 26, 2022, by and between Farmers Vending Machine Co. Ltd. and Nocera, Inc.Filed as Exhibit 10.2 to Form 8-K filed on September 30, 2022.
10.28Purchase of Business Agreement dated as of November 30, 2022, by and between Nocera, Inc. and Han-Chieh ShihFiled as Exhibit 10.1 to Form 8-K filed on December 2, 2022.
10.29†Employment Agreement dated as of July 31, 2023, by and between Nocera, Inc. and Andy JinFiled as Exhibit 10.1 to Form 8-K filed on August 4, 2023.
10.30†Employment Agreement dated as of January 5, 2024, by and between Nocera, Inc. and Feng-Hua Chen*
14.1Code of EthicsFiled as Exhibit 14.1 to Form S-1 filed on July 20, 2022.
21.1List of Subsidiaries of Nocera, Inc.*
31.1Rule 13a-14(a)/15d-14(a) Certification of the President and Chief Executive Officer of Nocera, Inc.*
31.2Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Nocera, Inc.*
32.1Section 1350 Certification of the President and Chief Executive Officer of Nocera, Inc.**
32.2Section 1350 Certification of the Chief Financial Officer of Nocera, Inc.**
97.1Clawback Policy*
99.1Audit Committee CharterFiled as Exhibit 99.1 to Form S-1 filed on July 20, 2022.
99.2Compensation Committee CharterFiled as Exhibit 99.2 to Form S-1 filed on July 20, 2022.
99.3Nominating and Corporate Governance Committee CharterFiled as Exhibit 99.3 to Form S-1 filed on July 20, 2022.
101Interactive Data Files*
101.INSInline XBRL Instance Document*
101.SCHInline XBRL Schema Document*
101.CALInline XBRL Calculation Linkbase Document*
101.DEFInline XBRL Definition Linkbase Document*
101.LABInline XBRL Label Linkbase Document*
101.PREInline XBRL Presentation Linkbase Document*
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).*
*Filed herewith.
**Furnished herewith and not to be incorporated by reference into any filing of Nocera, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K.
†Management contract or compensatory plan.
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.