Nocera, Inc 8-K, filed Nov 1, 2023
Nocera, Inc. (NCRA)
About this 8-K
Nocera, Inc filed this 8-K on November 1, 2023, reporting on events of October 27, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On October 27, 2023, the Board appointed each of Yiwen Zhang and Song-Yuan Teng to the position of director, effective as of October 27, 2023. Mr. Zhang has been appointed to serve on the Audit Committee of the Board of Directors (“Board”) of Nocera, Inc. (the “Company”) and the Nominating and Corporate Governance Committee of the Board, as well as Chairman of the Audit Committee of the Board, with such appointments effective upon becoming a director of the Company.
Yiwen Zhang, age 55, currently works as Manager of Finance, Marketing and Student Support at New Westminster School District 40 since 2012, where he is responsible for financial reporting, budget planning, internal controls, audits, financial system management and compliance. Prior to that role, from 2009 until 2011, Mr. Zhang served as Business Development Manager at ZiYangTang Trading where he developed two business lines and increased sales by 2 million. Prior to that, Mr. Zhang was Account Manager at HILTI (Canada) Ltd where he set up the Richmond branch and doubled sales and developed revenue budgeting models for key business expansion. Mr. Zhang is qualified to serve as a director of the Company due to his extensive experience as a manager in a variety of organizations.
Song-Yuan Teng, age 35, currently serves as Chief Executive Officer of G.MCOIN Enterprises since 2021, where he oversees the strategic planning and annual growth objectives. Prior to that role, from 2017 until 2020, Mr Teng served as the General Manager of Mingyang Venture Capital, where he was responsible for overseeing the overall management and strategic direction of the organization while driving growth and maximizing shareholder value. Prior to that, he was a Manager at Jinrongjia Consulting from 2015 until 2017, where he worked on financial and automated trading systems while supporting sales and solution managers. Prior to that, Mr. Teng was the General Manager at CFL Venture Capital from 2012 until 2014, where he developed and executed the firm’s strategic investments. Mr. Teng is qualified to serve as a director of the Company due to his executive experience in multiple consulting and banking firms.
The Board has affirmatively determined that Mr. Zhang and Mr. Teng meet the applicable standards for an independent director under both the rules of The Nasdaq Stock Market LLC and Rule 10A-3 under the Securities Exchange Act of 1934.
Neither Mr. Zhang nor Mr. Teng has entered into agreements relating to compensation with regard to their service as directors of the Company and neither is a party to any arrangement or understanding with any person pursuant to which she was appointed as a director nor is party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 8.01. Other Events.
The Company issued a press release announcing the appointments. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 1, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 2 |
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. | |
| Date: November 1, 2023 | By: /s/ Shun-Chih (Jimmy) Chuang |
| Name: Shun-Chih (Jimmy) Chuang | |
| Title: Chief Financial Officer |
| 3 |
Exhibit 99.1
Nocera Appoints Yiwen Zhang and Song-Yuan Teng to the
Board of Directors
TAIPEI, TAIWAN / ACCESSWIRE / November 1, 2023 / Nocera, Inc. (NASDAQ:NCRA) (“Nocera” or the “Company”), a fully integrated sustainable seafood company focusing on manufacturing and operating land-based Recirculatory Aquaculture Systems (“RASs”), today announced that on October 27, 2023 the Company elected Yiwen Zhang and Song-Yuan Teng to the Board of Directors. Mr. Zhang has been appointed to serve on the Audit Committee of the Board and the Nominating and Corporate Governance Committee of the Board, as well as Chairman of the Audit Committee of the Board. Both Mr. Zhang and Mr.Teng meet the applicable standards for an independent director under the rules of The NASDAQ Stock Market LLC and Rule 10A-3 under the Securities Exchange Act of 1934.
With a broad range of experience spanning multiple industries and within a variety of organizations, Mr. Zhang brings substantial knowledge in financial reporting, budget planning, internal controls, audits, financial system management and compliance.
Mr. Teng, having held various roles within multiple consulting and banking firms, brings a depth of experience in strategic planning and direction, organizational growth and development paired with a strong breadth of knowledge on maximizing a company’s shareholder value.
“We are very pleased to welcome both Mr. Zhang and Mr. Teng as Independent Directors of the Board. Both have proven track records and impeccable expertise that will bring added knowledge, value and support to our team. We’re looking forward to their guidance and know-how to help drive the company’s overall growth,” stated Andy Jin, CEO of Nocera, Inc.
About Nocera, Inc.
Nocera (NASDAQ: NCRA) is a fully integrated sustainable seafood company that provides land-based recirculation aquaculture systems for both fresh and saltwater fish and invests in fish farms by building high-tech RASs. The Company’s main business operation consists of the design, development, and production of large-scale RASs fish tank systems, (aquaculture) for fish farms along with expert consulting, technology transfer, and aquaculture project management services to new and existing aquaculture facilities and operators. For more information, please visit the company’s website at www.nocera.company.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that are inherently subject to risks and uncertainties. Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “will” and similar expressions as they relate to Nocera are intended to identify such forward-looking statements. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties. These risks and uncertainties include, but are not limited to, general economic and business conditions, effects of continued geopolitical unrest and regional conflicts, competition, changes in methods of marketing, delays in manufacturing or distribution, changes in customer order patterns, changes in customer offering mix, and various other factors beyond the Company’s control. Actual events or results may differ materially from those described in this press release due to any of these factors. Nocera is under no obligation to update or alter its forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Investor Contact:
Hanover Int’l
Jh@hanoverintlinc.com