On February 25, 2022, the Board of Directors (the
“Board”) of Nocera, Inc., a Nevada corporation (the “Corporation”) approved the amended and restated bylaws of
the Corporation (the “A&R Bylaws”), which, among other things, amends the stockholder quorum requirements of the original
bylaws of the Corporation.
Article I, Section 1.6 of the original bylaws
of the Company provided, in part, that the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall
constitute a quorum of the stockholders for all purposes. In contrast, Article II, Section 2.6 of the A&R Bylaws provides that at
any meeting of the stockholders, the holders of thirty-three and one-third percent (33 1/3%) of the shares entitled t o vote, represented
in person or by proxy, shall constitute a quorum of the stockholders for all purposes, unless the representation of a larger number shall
be required by law, and, in that case, the representation of the number so required shall constitute a quorum.
The description of Article II, Section 2.6 set
forth above and the remainder of the A&R Bylaws are qualified in its entirety by reference to the full and complete A&R Bylaws,
a copy of which is attached hereto as Exhibit 3.1 and incorporated therein by reference.
Item 9.01 Financial Statements and Exhibits.
Amended and Restated Bylaws of Nocera, Inc., effective as of February 25, 2022
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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
Date: February 25, 2022
/s/ Yin-Chieh Cheng
Name: Yin-Chieh Cheng
Title: Chief Executive Officer
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