NOCERA, INC. (Form: 8-K, Received: 01/10/2020 09:34:41)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 26, 2019

NOCERA, INC.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

000-55993		16-1626611
(Commission File Number)		(IRS Employer Identification No.)

2030 POWERS FERRY ROAD SE, SUITE #212

ATLANTA, GA 30339

(Address of principal executive offices and zip code)

404-816-8240

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each Class	Trading Symbol	Name of each exchange on which registered
N/A	N/A	N/A

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)

Emerging Growth Company x

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 1.01 Entry into a Material Definitive Agreement

On December 26, 2019, through our subsidiary Grand Smooth, Inc. Limited, we entered into a Project Contract with Procare International Co., Limited (“Procare”) to produce 6,500 Recirculating Aquaculture Systems (“RAS”) for a RAS fish farm development in Ru Hu, Guang Dong province. The production and installation of the 6,500 RAS tanks is expected to begin late in the 1^st quarter of 2020 and extend over a 3-year time period. Based upon the current exchange rates, each tank has a contract value of approximately $18,000; with the estimated total contract value of approximately $117,000,000 over three (3) years.

Based in Hong Kong, Procare International Co., Limited is a company in the sales and production of audio speakers and related parts to Walmart, Radio Shack, and Amazon, as well as other companies. After seeing our demonstration site in China and the demand for fresh water fish, the president of Procare, Ms. Lee Chin Chu signed a master contract with Ru Hu township to invest and build a fish farm containing 6,500 tanks over the next 3 years.

Ru Hu is a township with a population of 52,000 and is located approximately 2 hours northwest from Hong Kong and Shenzhen. Guang Dong province is a coastal province located in southeastern China and borders Hong Kong and Macau.

Currently, we are awaiting the initial payment before we start manufacturing. It is currently expected the initial payment will be received in late in the 1^st quarter of 2020 and with an expected production and delivery of 1,000 to 1,500 tanks during 2020.

The Chinese and English translated versions of the Project Contract are attached hereto as Exhibit 10.1.

Item 7.01 Regulation FD Disclosure.

Press Release

The information in this Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any purpose, including for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section. The information in this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

On January 6, 2020, we issued a press release. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Exhibits

The following exhibits are filed with this report on Form 8-K.

Exhibit Number	Exhibit
10.1	Procare International Co., Limited Project Contract
99.1	Press Release dated January 6, 2020

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.

Nocera, Inc.

By: /s/ Erik S. Nelson

____________________

Erik S. Nelson

Title: Corporate Secretary

Date: January 9, 2020

EXHIBIT 10.1

Shangwei Village Base, Ruhu Town, Huicheng District, Huizhou City, China Land-based aquaculture system construction project contract

Party A: PROCARE INTERNATIONAL CO., LIMITED

Hong Kong Business Registration Certificate Number: 68196695-000-09-19-2

Party B: GRAND SMOOTH INC LIMITED

Hong Kong Business Registration Certificate Number: 63665725-000-08-19-3

Party A is to Party B regarding the land-based aquaculture system project contract of Shangwei Village Base, Ruhu Town, Huicheng District, Huizhou City, Guangdong Province, China, in accordance with the relevant laws and regulations of the People's Republic of China Contract Law and the specific circumstances of the project, following equality, The principles of fairness and good faith, after friendly negotiation between the two parties, the two parties signed this contract and obeyed it together.

Article 1 Contract Project Contents

1. Project name: Land-based aquaculture system construction.

2. The project content includes the design cost, labor cost, material cost, transportation cost and technical service fee of the land-based breeding system, including the production of the land-based breeding system, the system inlet and outlet pipeline system (excluding the main water inlet and drainage pipeline), and the site. install service.

3. Technical specifications and drawings: According to the specifications of land-based breeding systems.

4. System parameters: The water body of a single breeding system is 100m³, the breeding density is greater than or equal to 50kg / m³ (refer to tilapia), and the energy consumption of a single breeding system is not greater than 2KW.

5. Party A will order 6,500 sets of land-based aquaculture system from Party B. The total price of the project including the invoice is RMB 845,000,000.00.

6. If there are any additions or reductions to the above-mentioned contract content, the project will be adjusted according to the actual amount of the project. The two parties will sign a supplementary agreement based on the additions or reductions.

Article 2 Product Delivery

1. Delivery place: Shangwei Village Base, Ruhu Town, Huicheng District, Huizhou City, Guangdong Province, China.

2. Delivery method: Party B delivers and transports to the designated place.

3. Delivery time: agreed by both parties (the specific delivery time shall be adjusted according to the actual situation).

4. The basic conditions for Party B's entrance construction (site compliance specifications)

(1) Party A is responsible for relevant procedures for statutory declaration and approval. Party

A is responsible for perfecting land use procedures, environmental protection, planning and other legal procedures for site selection.

(2) Party A shall coordinate and urge the people's government of Ruhu Town to make the three links and leveling of the site selection within the agreed period after the formal contract is signed. The specific time shall be subject to the time agreed in the formal contract. The three links and one level of the site include: Access: Can pass 12m flat transport truck and own crane; Water supply: Water source water quality is stable and available for a long time, the flow is 200m³ / H; Power supply: 380V and 220V power supply is required on site .

(3) The terrain on the site is flat and open, and has strong wind and flood protection capabilities to ensure that the area where the farm system is placed will not be flooded during the flood season.

(4) The foundation on which each breeding box is placed requires a flat body that can bear 100T (each breeding box covers an area of about 60 square meters).

Article 3 Product Quality Assurance

1. Product quality requirements: Party B designs construction drawings according to the design plan determined by the review, strictly follows the construction drawings, and meets the national / industry quality standards.

2. Change processing method: If Party A delays the delivery time, Party B shall be notified in writing 3 days before the delivery deadline. If Party A needs to change the specifications, models, quantities, and colors of the products ordered, it must notify Party B in writing [7] days in advance. After written confirmation from Party A and Party B, Party B can only adjust the contract amount for the price difference caused by changes in specifications, models and quantities, but shall not charge other fees for Party A's change. If Party A delays delivery due to Party A's change in the specifications, quantity, and color of the goods, Party A shall be exempt from Party B's liability.

3. Product warranty agreement: Please refer to the appendix for the total contract warranty period. The warranty period attachment will be provided within one month after signing the contract. The warranty period starts from the date of delivery. During the warranty period, if the product has a quality problem (except for defects caused by the quality of the product itself or defects caused by non-Party's operating responsibility), Party B is responsible for the free replacement and repair of parts. Due to Party A's improper operation caused damage and loss or repair and maintenance outside the warranty period, Party B can provide repair and maintenance services, Party B charges fees according to the corresponding materials and labor costs.

4. Party B provides free training services for the use of products and systems, and systematically trains the operators of Party A to ensure that the trainees are proficient in the system operation skills and the system can operate well.

Article 4 Payment Methods

1. Within [5] working days from the date of contract signing, because Party B must customize PE sheets, filtering equipment, facilities, accessories, etc. of foreign companies, Party A shall pay Party B [40%] of the total contract price as a prepayment for the project. After the filtering equipment is in place and before installation, Party A pays [40%] of the total contract price to

Party B as the project progress payment; before the system is commissioned, Party A pays [20%] of the contract total price to Party B as the project final payment.

2. Collection account information

Company Name: GRAND SMOOTH INC LIMITED

Company Address: Room B, 6 / F, TEDA Commercial Building, 87 Wing Lok Street, Sheung Wan, Hong Kong

Bank: HSBC

Account: 741254916838

Article 5 Communication Address

1. According to this contract, all notifications required by one party to the other party, as well as the files between the two parties, and notifications and requirements related to this contract, etc. must be in written form (letter, fax, email, face-to-face delivery, etc.) transfer.

2. The communication addresses of all parties are as follows

Party A: 11F, Capital Centre, 151 Gloucester Road, Wanchai, HK

Party B: FLAT B 6 / F TEDA BUILDING 87 WING LOK STREET SHEUNG WAN HK

3. If one party changes the notice or communication address, it shall notify the other party in writing within 7 working days from the date of change; otherwise, the unnotified party shall bear the relevant liabilities arising therefrom.

Article 6 Confidentiality Provisions

The two parties to this agreement have agreed that they have the obligation to keep confidential the relevant information of the other party obtained during the signing and implementation of this agreement, and shall not disclose it directly or indirectly to any third party without the need to perform this agreement or without the written consent of the other party; Further confirms that it will take all necessary measures to prevent any of its affiliates, employees, agents or any other person from illegally using or disclosing any confidential information.

Article 7 Force Majeure

1. If the contract cannot be performed due to force majeure, the contract is terminated, and the two parties are not liable, except as otherwise provided in this contract.

2. Due to force majeure, part of the contract cannot be performed or the contract is postponed, and the corresponding liability shall be waived, except as otherwise provided in this contract.

3. One party to the contract delays the performance of the contract and will not be exempt from liability due to force majeure.

4. If the occurrence of force majeure affects the performance of the contract, the party that has suffered force majeure must promptly notify the other party and submit to the other party a sufficient and valid proof of the occurrence of force majeure within a reasonable time after the end of force majeure, otherwise the corresponding liability cannot be relieved.

5. Force majeure referred to in this contract refers to unforeseeable, unavoidable and insurmountable objective conditions. Force majeure includes war, earthquake, turmoil, falling objects flying in the air, or other explosions, fires, typhoons, etc. that are not the responsibility of Party A or Party B.

6. If force majeure occurs after one party delays the performance of the contract, the corresponding liability of the delayed performance party cannot be relieved.

Article 8 Disputes

1. This contract is governed by and construed in accordance with the laws of Hong Kong.

2. The disputes in the performance of this contract shall be settled by the parties through negotiation. If the negotiation fails, the dispute shall be submitted to Hong Kong International Arbitration Association for arbitration.

Article 9 Effect of Contract

1. This contract shall come into effect immediately after being signed by both parties or their legal representatives or their authorized representatives.

2. The original copy of this contract is in original form, and each party holds its own copy, which has the same legal effect.

Party A: PROCARE INTERNATIONAL CO., LIMITED

Hong Kong Business Registration Certificate Number: 68196695-000-09-19-2

Authorized representative: Chin-Chu Li

Signature of authorized representative:

Date of signing:

Party B: GRAND SMOOTH INC LIMITED

Hong Kong Business Registration Certificate Number: 63665725-000-08-19-3

Authorized representative: Yin-Chieh Cheng

Signature of authorized representative:

Date of signing:

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Exhibit 99.1

Nocera, Inc. (OTC: NCRA) Announces Agreement to Produce 6,500 Tank Systems

for Procare International Co., Limited

ATLANTA, GA. January 6, 2020 – Nocera, Inc. www.nocera.company (OTC:NCRA) a provider of design, build, and installation services of aquaculture (fish farm) equipment is pleased to announce that it has entered into a Project Contract with Procare International Co., Ltd. to produce 6,500 Recirculating Aquaculture System ("RAS") for a RAS fish farm development in Ru Hu, Guang Dong province. The production and installation of the 6,500 RAS tanks is expected to begin late in the 1^st quarter of 2020, and extend over a 3 year time period. Based upon the current exchange rates, each tank has a contract value of approximately $18,000; with the estimated total contract value of approximately $117,000,000 over three (3) years.

Procare International Co., Limited based in Hong Kong is a company in the sales and production of audio speakers and related parts to Walmart, Radio Shack, and Amazon, as well as other companies. After seeing our demonstration site in China and the demand for fresh water fish, the president of Procare, Ms. Lee Chin Chu signed a master contract with Ru Hu township to invest and build a fish farm containing 6,500 tanks over the next 3 years.

Currently, the Company is awaiting the initial payment before the start manufacturing. It is currently expected the initial payment will be received in late Q1 of 2020, and with an expected production and delivery of 1,000 to 1,500 tanks during 2020.

Management Commentary

Yin-Chieh "Jeff" Cheng, Chief Executive Officer, Nocera stated, "We are very pleased with the contract agreement. The President of Procare, Ms. Lee Chin Chu believes this investment is a step in the right direction for addressing China’s food supply requirements through the development of sustainable fish farms utilizing RAS tank systems. China introduced its new clean water policy in 2017, resulting in the removal of all fish farms in public waters, including lakes and rivers. As a result, Chinese fish farm operators have been forced to move to tank based fish farms in order to sustain production. In 2018, we produced and delivered 473 tank systems to our Chinese customers. We expect that the long-term demand over the next several years in China to be more than 10,000 systems, and more than 16,000 systems worldwide."

About Nocera, Inc.

Operating primarily through its Grand Smooth, Inc. subsidiary, Nocera designs, builds, installs, equipment for the fish farming industry, as well as provides technical assistance to the operators of the equipment. The Company's Land-Based Recirculation Aquaculture Systems (RAS) can be used for saltwater and freshwater species. The RAS systems recycle water, and in the process help preserve the ecosystem by reducing pollution from an over concentration of fish in natural waterways or bodies. Nocera's RAS tanks can produce up to 20,000-30,000 lbs. of fish annually. For more information, please visit the corporate website at www.nocera.company.

Forward-Looking Statements

Certain statements in this news release may contain forward-looking information within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. All statements, other than statements of fact, included in this release, including, without limitation, statements regarding potential future plans and objectives of the companies, are forward-looking statements that involve risks and uncertainties. There is no assurance that such statements will prove to be accurate, and actual results and future events could differ materially. Nocera undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.

SOURCE Nocera, Inc.

Website: http://www.nocera.comany

Contact: Nocera, Inc., 2030 Powers Ferry Road SE, Suite No. 212, Atlanta, GA 30339

phone: 404-816-8240; email: info@nocera.company