| PRINCIPAL ACTIVITIES AND ORGANIZATION | Note 1 PRINCIPAL ACTIVITIES AND ORGANIZATION The consolidated financial statements include
the financial statements of Nocera, Inc., a Nevada corporation (“Nocera”), and its subsidiaries, Grand Smooth Inc Limited
(“GSI”) and Guizhou Grand Smooth Technology Ltd. (“GZ GST” or “WFOE”), and Xin Feng Construction
Co., Ltd. (“XFC”) that is controlled through contractual arrangements. Nocera, GSI, GZ GST and XFC are collectively referred
to as the “Company.” Nocera was incorporated in the State of Nevada
on February 1, 2002 and is based in New Taipei City, Taiwan (R.O.C). It did not engage in any operations and was dormant from its inception
until its reverse merger of GSI on December 31, 2018. Reverse Merger Effective December 31, 2018, Nocera completed
a reverse merger transaction (the “Transaction”) pursuant to an Agreement and Plan of Merger (the “Agreement”),
with (i) GSI, (ii) GSI’s shareholders, Yin-Chieh Cheng and Bi Zhang, who together owned shares constituting 100% of the issued
and outstanding ordinary shares of GSI (the “GSI Shares”) and (iii) GSI Acquisition Corp. Under the terms of the Agreement,
the GSI Shareholders transferred to Nocera all of the GSI Shares in exchange for the issuance of 10,000,000 shares (the “Shares”)
of Nocera’s common stock (the “Share Exchange”). As a result of the reverse merger, GSI became Nocera’s wholly-owned
subsidiary and Yin-Chieh Cheng and Bi Zhang, the former shareholders of GSI, became Nocera’s controlling shareholders. The share
exchange transaction with GSI was treated as a reverse merger, with GSI as the accounting acquirer and Nocera as the acquired party. GSI is a limited company established under the
laws and regulations of Hong Kong on August 1, 2014, and is a holding company without any operation. GZ WFH was incorporated in Xingyi City, Guizhou
Province, People’s Republic of China (“PRC”) on October 25, 2017, and is engaged in providing fish farming containers
service, which integrates sales, installments, and maintenance of aquaculture equipment. The registered capital of GZ WFH is RMB$5,000,000
(equal to US$733,138). On November 13, 2018, GSI incorporated GZ GST
in PRC with registered capital of US$15,000. Divestiture On September 21, 2020, the Company filed a Current
Report on Form 8-K outlining the lack of communication that led to the termination by Nocera of its relationship with its former variable
interest entity, 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 entered into a Settlement Agreement and Release with Nocera wherein all claims as to GZ WFH’s debt (claim to shares in Nocera
or GZ GST) 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 GZ GST up to the date of the agreement. The
consideration for the agreement was mutual waiver of any and all claims against each other and GZ GST, and GZ WFH (including Zhang Bi)
waived 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 10.8. The VIE Agreements On December 31, 2020, Nocera and XFC, a domestic
funded limited liability company registered in Taiwan (R.O.C), entered into a series of contractual agreements (“VIE Agreements”)
whereby Nocera agreed to provide technical consulting and related services to XFC. As a result, Nocera has been determined to be the
primary beneficiary of XFC and XFC became a variable interest entity (“VIE”) of Nocera. On December 31, 2020, Nocera exchanged 700,000 The VIE structure was adopted mainly because
the China and Taiwan (R.O.C.) operating company may in the future engage in business that may require special licenses in China and which
can be in an industry that prohibits foreign investment. WFOE has entered into the following contractual arrangements with a stockholder
of XFC, that enables the Company to (1) have the power to direct the activities that most significantly affects the economic performance
of XFC, and (2) receive the economic benefits of XFC that could be significant to XFC. The Company is fully and exclusively responsible
for the management of XFC, assumes all of the risk of losses of XFC and has the exclusive right to exercise all voting rights of XFC’s
stockholder. Therefore, in accordance with ASC 810 “Consolidation,” the Company is considered the primary beneficiary of
XFC and has consolidated XFC’s assets, liabilities, results of operations, and cash flows in the accompanying consolidated financial
statements. (1) Voting Rights Proxy Agreement & Power
of Attorney. Mr. Tsai, Wen-Chih, Ms. Tu, Hui-Min, Mr. Tsai, Chin-Yao, and Mr. Tsai, Chin-Chao (“Existing Stockholders”) hereby
irrevocably undertake that they authorize Nocera or the individual then designated by Nocera (“Attorney”) to exercise, on
his or her behalf, the following rights available to them in their capacity as a stockholder of XFC under the then effective articles
of association of XFC (collectively, “Powers”): (a) to propose the convening of, and attend, stockholders’ meetings
in accordance with the articles of association of XFC on behalf of the Existing Stockholders; (b) to exercise voting rights on behalf
of the Existing Stockholders 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 stockholders of XFC
and the sale or transfer of all or part of the equity held by stockholders of XFC; (c) to exercise other stockholders’ voting rights
under the articles of association of XFC (including any other stockholders’ voting rights stipulated upon an amendment to such
articles of association); (d) other voting rights that stockholders shall enjoy under 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 Existing
Stockholders shall not revoke the authorization and entrustment accorded to the Attorney other than in the case where Nocera gives the
Existing Stockholders a written notice requesting the replacement of the Attorney, in which event the Existing Stockholders shall immediately
appoint such other person as then designated by Nocera to exercise the foregoing Powers and such new authorization and entrustment shall
supersede, immediately upon its grant, the original authorization, and entrustment. (2) Exclusive Business Cooperation Agreement.
Nocera agrees to provide technical consulting and services including management consulting services, general and financial advisory service
and various general and administrative service, for the specific content thereof (hereinafter referred to as the “Target Business”)
to XFC as the technical consulting and service provider of XFC in accordance with the conditions set forth herein during the term of
this Agreement. XFC agrees to accept the technical consulting and services provided by Nocera. XFC further agrees that, without the prior
written consent of Nocera, during the term of the Exclusive Business Cooperation Agreement, it shall not accept any technical consulting
and services identical or similar to the Target Business that are provided by any third party. (3) Equity Pledge Agreement. Under the Equity
Interest Pledge Agreement between Nocera and the Existing Stockholders, the Existing Stockholders pledged all of their equity interests
in XFC to Nocera to guarantee the performance of XFC’s obligations under the Exclusive Business Cooperation Agreement. Under the
terms of the Equity Pledge Agreement, in the event that XFC or the Existing Stockholders breach their respective contractual obligations
under the Exclusive Business Cooperation Agreement, Nocera, as pledgor, will be entitled to certain rights, including, but not limited
to, the right to collect dividends generated by the pledged equity interests. Zhang Bi also agreed that upon the occurrence of any event
of default, as set forth in the Equity Pledge Agreement, Nocera is entitled to claim indemnity. (4) Exclusive Call Option Agreement. XFC and
the Existing Stockholders have entered into an Exclusive Call Option Agreement with Nocera. Under the Exclusive Call Option Agreement,
the Existing Stockholders irrevocably granted Nocera (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 XFC. 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. |
