UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D /A
Amendment
No. 1
Under the Securities Exchange Act of 1934
NOCERA,
INC.
(Name of Issuer)
Common
Shares, $0.001 par value
(Title of Class of Securities)
None
(CUSIP Number)
Bi Zhang
Building #5 Feng Du Ban Pang Shan An Zhi Qu XingYi City,
GuiZhou QianXiNan, China
____________________________
(Name,
Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October
8, 2020
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. ☐
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. |
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(1) |
NAME
OF REPORTING PERSONS: |
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(2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)
[ ] |
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(3) |
SEC
USE ONLY |
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(4) |
SOURCE
OF FUNDS |
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(5)
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [ ] |
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(6) |
CITIZENSHIP
OR PLACE OF ORGANIZATION |
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(7) |
SOLE
VOTING POWER |
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(8) |
SHARED
VOTING POWER |
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(9) |
SOLE
DISPOSITIVE POWER |
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(10) |
SHARED
DISPOSITIVE POWER |
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(11) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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(12) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ] |
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(13) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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(14) |
TYPE
OF REPORTING PERSON |
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Item 1. Security and Issuer
This Schedule 13D/A, Amendment No. 1, ("13D/A") is filed with respect to the Common Shares, par value $0.001 per share (the "Common Shares"), and Class "A" Warrants of Nocera, Inc., a Nevada corporation (the "Issuer" of “Nocera”). The principal executive office of the Issuer is located at 3F (Building B), No. 185, Sec. 1, Datong Rd., Xizhi Dist., New Taipei City 221, Taiwan (R.O.C.).
Item 2. Identity and Background
Below is information regarding the Reporting Person.
(a) |
This 13D is being filed on behalf of the following person: Bi Zhang |
(b) |
The principal business address for the Reporting Person is: Building #5 Feng Du Ban Pang Shan An Zhi Qu, XingYi City, GuiZhou QianXiNan, China |
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(c) |
Employment Information: Mr. Bi Zhang is General Manager of Gui Zhou Wan Feng Hu Intelligent Aquatic Technology Co. Education: Wuhan University of Technology Working Experience: Guangzhou Yuhe Machinery Manufacturing Co., Ltd.; Guangzhou Tengzheng Fishery Machinery Manufacturing Co., Ltd.; FAW-Volkswagen Automobile Co. |
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(d) |
The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
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(e) |
The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
Item 3. Source and Amount of funds or Other Consideration
On September 21, 2020, the Issuer filed a current report on Form 8-K outlining the lack of communication that lead to the termination by Nocera, Inc. of its relationship with Guizhou Wan Feng Hu Intelligent Aquatic Technology Co. Limited (“GZ WFH”) and its management, and termination of the Variable Interest Entity agreements between the parties.
Subsequently on October 8, 2020, Zhang Bi and GZ WFH (together, “Domestic Company”) entered into a Settlement Agreement and Release with Nocera, Inc. wherein all claims as to the Domestic Company’s debt (claim to shares in Nocera, Inc. or Guizhou Grand Smooth Technology, Ltd. (“WOFE”)) were compromised, settled, and otherwise resolved as to any and all claims or causes of action whatsoever against Nocera for any matter, action, or representation as to Nocera, and any debt to ownership of Nocera or WOFE up to the date of the agreement. The consideration for the agreement was mutual waiver of any and all claims against each other and WOFE, and Domestic Company (including Zhang Bi) waives any claims to Nocera stock, meaning the 4,750,000 shares of common stock of Nocera owned by Zhang Bi were cancelled as part of the agreement. The Settlement Agreement and Release is attached hereto as Exhibit 10.1.
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Item 4. Purpose of Transaction
The information set forth or incorporated in Item 3 is incorporated herein by reference.
The Reporting Person has pkwhich relate to, or could result in the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D as follows:
| (a)-(j) | None. | |
The Reporting Person may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto.
Item 5. Interest in Securities of the Issuer
(b) Number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition: |
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(a) Aggregate number and percentage of the class of securities beneficially owned |
Sole Power to Vote or to Direct the Vote: |
Shared Power to or to Direct the Vote |
Sole Power to Dispose or to Direct the Disposition of: |
Shared Power to Dispose or to Direct the Disposition of: |
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| (Common Stock) | |||||
| Bi Zhang | 0 - 0% | 0 | 0 | 0 | 0 |
(c) |
Except as disclosed above, the Reporting Person has not effected any transaction in the shares during the preceding 60 days. |
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(d) |
No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares reported on this Schedule 13D/A. |
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(e) |
Not applicable. |
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Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to Be filed as Exhibits
| 10.1 | Settlement Agreement and Release |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 28, 2020
| /s/ Bi Zhang | ||
| Bi Zhang | ||
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EXHIBIT 10.1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release ("Agreement") is entered into by and between Guizhou Wan Feng Hu Zhi Shui Chan Company, Ltd., ("DOMESTIC COMPANY"), Nocera, Inc., a Nevada Corporation ("Company"), and Zhang Bi, ("BI"), and each party acknowledges receipt of full, fair, and adequate consideration for the covenants, releases and premises herein.
RECITALS
A. This Agreement compromises, settles, and otherwise resolves all claims, as to the DOMESTIC COMPANY'S debt (claim to shares in Nocera, Inc. or Guizhou Grand Smooth Technology, Inc. Ltd. ("WOFE")) as to any and all claims or causes of action whatsoever against the Company for any matter, action, or representation as to the Company, and any debt to ownership of Nocera, Inc. or WOFE up to the date hereof.
AGREEMENT
1. Denial of Wrongdoing or Liability. This Agreement is entered into solely for purpose of effectuating a full compromise, settlement, and release as to Company from DOMESTIC COMPANY claims. Accordingly, except as set forth herein, each party acknowledges that the other has admitted no fault, wrongdoing, liability, or obligation, except such obligations as reflected in this Agreement, and related documents in execution hereof In fact, each party expressly denies such fault, wrongdoing, liability, or obligation.
2. Intent to Settle All Claims. This Settlement Agreement shall settle all matters between the Company and DOMESTIC COMPANY, and hereby desires to fully and finally compromise, settle, and otherwise terminate any and all claims arising from or relating to any claim, indemnity, action, default, breach, damages, payment or benefit whatsoever relating to or against the Company, by DOMESTIC COMPANY, or any claim for equity of any type or sort, against the Company or WOFE held by BI, whatsoever.
3. Release. Subject to and upon receipt of a conveyance of the assets, DOMESTIC COMPANY hereby releases, discharges, and holds harmless the Company (as well as its respective officers, directors, shareholders, managers, members, partners, owners, principals, affiliates) from all actions, claims, indemnities, damages, or obligations, and any other claims arising from or relating to any DOMESTIC COMPANY claims of equity of the Company, or WOFE, and all ownership stock in Nocera, Inc. is released and waived by DOMESTIC COMPANY and BI.
4. Limitation of Release. However, the releases given herein shall not extend to or be for the benefit of nonaffiliated second parties, none of whom shall have any rights hereunder, including but not limited to rights as a third-party beneficiary.
5. No Release for Breach of This Agreement. Nothing contained herein shall release any party hereto from any claims arising from or relating to a breach of this Agreement.
6. Releases Valid Even if Additional or Different Facts. The Parties acknowledge they may discover facts which are additional to or different from those which they now know or believe to be true regarding the subject matter of this Agreement. Nonetheless, except as otherwise provided herein, it is the Parties’ intent to fully and finally compromise and settle all claims which exist between them arising from or relating to the Employment Agreement referenced herein, and the matters listed herein. To effectuate that intention, the releases given here in shall remain full and complete releases, notwithstanding discovery of any additional or different facts by any party, at any time here after.
7. Further Assurances. The Parties agree to execute and deliver such documents and to perform such other acts, promptly upon request, as any other party hereto requests and which are, in the requesting party's reasonable judgment, necessary or appropriate to effectuate the purposes of this Agreement.
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8. Adequate Consideration. This Agreement is fully supported by mutual full, fair, adequate and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and which considerations are contained in the provisions hereof in the individual paragraphs.
9. Agreed Consideration. In consideration hereof, the parties mutually waive any and all claims against each other and WOFE and DOMESTIC COMPANY and BI waives any claims to Nocera, Inc. company stock.
10. Headings. The headings contained in this Agreement are for convenience and reference purposes only, and shall not in any way be construed as effecting the meaning or interpretation of the text of this Agreement.
11. Opportunity to Consult With Legal Counsel. The Parties acknowledge they have had a full and fair opportunity to consult with legal counsel of their own choosing throughout all negotiations which preceded the execution of this Agreement, and in connection with their execution of this Agreement.
12. Modified Only in Writing. This Agreement may only be modified by express written agreement of the Parties.
13. Severability. Every provision of this Agreement is intended to be severable. Accordingly, should any provision be declared illegal, invalid, or otherwise unenforceable by a court of competent jurisdiction, such illegality, invalidity, or unenforceability shall not effect the remaining provisions, which shall remain fully valid, binding, and enforceable.
14. No Drafting Party. No party shall be deemed the "drafting party" of this Agreement. Consequently, this Agreement shall be construed as a whole, according to its fair meaning and intent, and not strictly for or against any party hereto.
15. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.
16. Binding Agreement/Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties, as well as their respective successors, representatives, and assigns.
17. Authority/Capacity/Entities. Each person signing this Agreement represents and warrants that he or she has complete authority and legal capacity to enter into this Agreement on behalf of the entity for which he or she is signing and agrees to defend, indemnify and hold harmless all other parties if that authority or capacity is challenged.
18. Knowing and Voluntary Agreement. The Parties represent they have read this Agreement, understand it, voluntarily agree to its terms, and sign it freely.
19. Counterparts/Fax Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Facsimile or electronically transmitted signatures shall be deemed effective as originals.
20. Parties to Bear Their Own Fees and Cost. Except as otherwise set forth in the Promissory Note document entered into concurrently herewith. the Parties shall each be responsible for and pay all of their own fees and costs, including but not limited to all attorneys’ fees.
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21. Confidentiality. Each Party agrees: This Agreement shall remain confidential. except in the event this document is covered by a subpoena in any civil action or other legal action or proceeding.
IN WITNESS WHEREOF, the undersigned execute this Settlement Agreement and Release, thereby agreeing to abide by the terms hereof.
NOCERA, Inc., a Nevada Corporation
| By: Cheng, Yin-Chieh | Dated this 8th day of October, 2020 |
| Its: President CEO | |
| DOMESTIC COMPANY: | |
| Guizhou Wan Feng Hu Zhi Hui Shui Chan Company, Ltd. | |
| By: Zhang Bi | Dated this 8th day of October, 2020 |
| Its: Director | |
| Zhang Bi | |
| /s/ Zhang Bi | Dated this 8th day of October, 2020 |
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