SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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(Exact name of registrant as specified in its charter)
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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:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Emerging
growth company
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 1.02 Termination of a Material Definitive Agreement
On November 9, 2020 Organic Agricultural Company Limited ("Organic Agricultural") entered into a Cooperation Agreement with Unbounded IOT Block Chain Limited ("Unbounded"), an entity with offices in Xiamen City, Fujian Province. The purpose of the Cooperation Agreement was to promote the use of blockchain technology in agriculture. To accomplish that purpose, the two parties organized Tianci Wanguan (Xiamen) Digital Technology Co., Ltd., of which Organic Agricultural owned 51% and Unbounded owned 49%. Each party agreed to provide capital resources to Tianci Wanguan in proportion to its ownership percentage.
On July 19, 2021 the parties executed a supplement to the Cooperation Agreement. The Supplementary Agreement called for Organic Agricultural to issue 10 million shares of its common stock to Unbounded and set forth performance criteria for Unbounded’s management of Tianci Wanguan: specifically that within 12 months after the shares were issued to Unbounded, Tianci Wanguan must have made a profit of five million Renminbi.
On August 19, 2022, Organic Agricultural and Unbounded entered into an Agreement on Termination of Joint Operation. The Agreement on Termination recited that it was no longer possible for Unbounded to achieve the performance criteria. Therefore, the parties agreed that Organic Agricultural would surrender to Unbounded its 51% interest in Tianci Wanguan, and Unbounded would return the 10 million shares to Organic Agricultural.
Item 9.01 Financial Statements and Exhibits
Exhibits
10-a | English translation of Agreement on Termination of Joint Operation dated August 19, 2022 between Organic Agricultural Company Limited and Unbounded IOT Block Chain Limited. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL). |
1
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.
ORGANIC AGRICULTURAL COMPANY LIMITED |
Dated: August 23, 2022 | By: | /s/ Xun Jianjun |
Xun Jianjun | ||
Chief Executive Officer |
2
Exhibit 10.a
Agreement on Termination of Joint Operation
Party A: ORGANIC AGRICULTURAL COMPANY LIMITED
Party B: UNBOUNDED IOT BLOCK CHAIN LIMITED
WHEREAS:
Both Party A and Party B have entered the Cooperation Agreement on November 9, 2020 and the Supplementary Agreement on July 19, 2021 (hereinafter referred to as “original agreements”), and jointly established the subsidiary Tianci Wanguan (Xiamen) Digital Technology Co., Ltd. (hereinafter referred to as “Tianci Wanguan”) according to original agreements. Since it is no longer possible for Party B to complete the business objectives set forth in the original agreements, Party A and Party B, through friendly negotiation, in the principle of equality, mutual benefits and good faith, sign this Supplementary Agreement for mutual compliance.
Article 1 - Since it is no longer possible for Party B to complete the performance specified in the original agreements, both parties decide to implement the articles of the original agreements in advance. Party A hereby cancels 10 million shares of Party A issued to Chen Zewu.
Article 2 - On the signing date of this agreement, Party A transfers 51% of Tianci Wanguan’s equity originally held to Party B at a consideration of RMB 0, and Party B agrees to accept the equity transfer. After the equity transfer, Party B shall enjoy all shareholders’ rights and undertake all obligations of Tianci Wanguan, and Party A shall no longer enjoy the rights and undertake the obligations of Tianci Wanguan.
Article 3 - Since the signing date of this agreement, Party A withdraws from the operation of Tianci Wanguan, and it shall no longer enjoy the rights and bear obligations as a shareholder of Tianci Wanguan, no longer enjoy the assets and bear the liabilities of Tianci Wanguan, and no longer enjoy the profits and bear the losses of Tianci Wanguan. From the signing date of this agreement, all equity rights and obligations, assets and liabilities and all profits and losses of Tianci Wanguan shall be enjoyed and undertaken by Party B, and Party B shall complete the registration change or cancellation of Tianci Wanguan within 2 months since the signing date of this agreement.
Article 4 - Liability for breach
1. After the formal signing of this agreement, any party’s failure to perform or incompletely perform the agreed articles of this Agreement shall constitute a breach. The breaching party shall be responsible for compensating the non-breaching party for the losses caused by its breach.
2. In case of any party’s breach, the non-breaching party has the right to require the breaching party to continue to perform this agreement.
Article 5 - Change or cancellation of the agreement
In case of any of the following circumstances, this agreement may be changed or canceled. The agreement for change or cancellation signed by the parties shall take into effect after the original registration department agrees to change the registration:
1. Force majeure, which makes this agreement impossible to perform;
2. Due to changes in circumstances, both parties make a consultation and reach an agreement.
Article 6 - Relevant Expenses
Party B shall bear the expenses related to the execution of this Agreement (such as industrial and commercial registration of change).
Article 7 - Effectiveness of the Agreement and Others
1. This Agreement will take into effect after being signed and sealed by both parties.
2. After signing this agreement, both parties shall register the change with the administrative department for industry and commerce within the time limit specified by law.
3. This agreement is in quadruplicate. Party A and Party B each hold one copy. For another 2 copies, one for the company filing and one for the relevant department.
Party A (Signed or Sealed) | ![]() |
Party B (Signed or Sealed) | ![]() |
Date: | August 19, 2022 | Date: | August 19, 2022 |
Cover |
Aug. 19, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Aug. 19, 2022 |
Entity File Number | 0-56168 |
Entity Registrant Name | Organic Agricultural Co Ltd |
Entity Central Index Key | 0001749849 |
Entity Tax Identification Number | 82-5442097 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | Room G504, Building 3 |
Entity Address, Address Line Two | Kejichuangxincheng Chuangxinchuangye Plaza, |
Entity Address, Address Line Three | High and New Technology Industrial DevelopBBent District, |
Entity Address, City or Town | Harbin City |
Entity Address, Country | CN |
Entity Address, Postal Zip Code | 150090 |
City Area Code | 86 (0451) |
Local Phone Number | 5152-7001 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
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