Item 1.02 Termination of a Material Definitive Agreement
On November 9, 2020 Organic Agricultural Company Limited ("Organic
Agricultural") entered into a Cooperation Agreement with Unbounded IOT Block
Chain Limited ("Unbounded"), an entity with offices in Xiamen City, Fujian
Province. The purpose of the Cooperation Agreement was to promote the use of
blockchain technology in agriculture. To accomplish that purpose, the two
parties organized Tianci Wanguan (Xiamen) Digital Technology Co., Ltd., of which
Organic Agricultural owned 51% and Unbounded owned 49%. Each party agreed to
provide capital resources to Tianci Wanguan in proportion to its ownership
percentage.
On July 19, 2021 the parties executed a supplement to the Cooperation Agreement.
The Supplementary Agreement called for Organic Agricultural to issue 10 million
shares of its common stock to Unbounded and set forth performance criteria for
Unbounded's management of Tianci Wanguan: specifically that within 12 months
after the shares were issued to Unbounded, Tianci Wanguan must have made a
profit of five million Renminbi.
On August 19, 2022, Organic Agricultural and Unbounded entered into an Agreement
on Termination of Joint Operation. The Agreement on Termination recited that it
was no longer possible for Unbounded to achieve the performance criteria.
Therefore, the parties agreed that Organic Agricultural would surrender to
Unbounded its 51% interest in Tianci Wanguan, and Unbounded would return the 10
million shares to Organic Agricultural.
Item 9.01 Financial Statements and Exhibits
Exhibits
10-a English translation of Agreement on Termination of Joint Operation
dated August 19, 2022 between Organic Agricultural Company Limited and
Unbounded IOT Block Chain Limited.
104 Cover Page Interactive Data File (formatted as Inline XBRL).
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