Entry into a Material Definitive


On November 30, 2022, Nocera, Inc., a Nevada corporation
(the “Company”), entered into a Purchase of Business Agreement (the “XFC Purchase Agreement”) with Han-Chieh Shih
(the “Purchaser”), in which the Company sold its controlling interest of Xin Feng Construction Co., Ltd, a domestic funded
limited liability company registered in Taiwan (“XFC”), to the Purchaser for a total purchase cash price of $300,000 (the
“XFC Sale”). The closing of the XFC Sale occurred on November 30, 2022 (the “Closing Date”).


Pursuant to the XFC Purchase Agreement, the Purchaser
did not assume nor is liable for any of the liabilities, debts, or obligations of the Seller arising out of the ownership or operation
of XFC prior to and including the Closing D ate. Also, the Company has agreed to indemnify and save harmless the Purchaser, its officers,
directors, employees, agents, and shareholders from and against all costs, expenses, losses, claims, and liabilities, including reasonable
legal fees and disbursements, or demands for income, sales, excise or other taxes, suffered or incurred by the Purchaser or any of the
above-mentioned persons arising out of the ownership or operation of XFC prior to and including the Closing Date.


The XFC Purchase Agreement contained customary
representations and warranties by both parties.


A copy of the XFC Purchase Agreement is filed
as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.


Item 1.02 Termination of a Material Definitive


As previously disclosed by the Company in a Form
8-K filed with the Securities and Exchange Commission on January 4, 2021, on December 31, 2020, the Company and XFC entered into a series
of contractual agreements (“VIE Agreements”) whereby the Company agreed to provide technical consulting and related services
to XFC, in exchange for the Company’s ability to (i) have the power to direct the activities that most significantly affect
the economic performance of XFC, and (ii) receive the economic benefits of XFC that could be significant to XFC. As a result of the
XFC Sale disclosed in Item 1.01 of this Form 8-K, the VIE Agreements were terminated as of the Closing Date.


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits


Exhibit No.



Purchase of Business Agreement dated as of November 30, 2022, by and between Nocera, Inc. and Han-Chieh Shih


Cover Page Interactive Data File (formatted in inline XBRL, and included
in exhibit 101).












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.







Date: December 2, 2022


/s/ Yin-Chieh Cheng


Name: Yin-Chieh Cheng


Title: President and Chief Executive Officer
























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