Current Report Filing (8-k)
July 26 2021 - 11:18AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report: July 19, 2021
ORGANIC
AGRICULTURAL COMPANY LIMITED
(Exact
name of registrant as specified in its charter)
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Nevada
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0-56168
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82-5442097
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(State of other jurisdiction
of
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(Commission File No.)
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(IRS Employer
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incorporation or organization
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Identification No.)
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6th
Floor A, Chuangxin Yilu, No. 2305, Technology Chuangxincheng,
Gaoxin
Jishu Chanye Technology Development District,
Harbin
City. Heilongjiang Province, China 150090
(Address
of principal executive offices) (Zip Code)
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86
(0451) 5862-8171
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(Registrant’s
telephone number including area code)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
November 6, 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 is to promote the use of blockchain technology in agriculture, specifically the development of tracing systems for agricultural
products, the development of a blockchain-based shopping mall for agricultural products, and related improvements to the agricultural
sector of the economy. To accomplish those purposes, the two parties organized Tianci Wanguan (Xiamen) Digital Technology Co., Ltd.,
of which Organic Agricultural owns 51% and Unbounded owns 49%. Each party will 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 sets forth performance criteria
for Unbounded’s management of Tianci Wanguan: specifically that within 12 months after the shares mentioned below are issued to Unbounded,
Tianci Wanguan must have made a profit of five million Renminbi from the business described in the Cooperation Agreement or any other
business approved by Organic Agricultural. Any profits generated by Tianci Wanguan will be held for use by that company.
The
Supplementary Agreement further provides that, after implementing a 4.16 -for-1 stock split contemplated by the Cooperation Agreement
and the supplement, Organic Agricultural will issue 10 million shares of its common stock to Unbounded. The certificate for the shares
will be held by Chen Zewu, who will vote the shares in accordance with the direction he receives from Hao Shuping, a member of the Organic
Agricultural Board of Directors. If Unbounded fails to satisfy the criteria described above, the 10 million shares must be return to
Organic Agricultural. If Unbounded does satisfy the criteria, then it will have unrestricted ownership of the 10 million shares, and
Organic Agricultural will issue an additional 10 million shares to Unbounded.
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.
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ORGANIC AGRICULTURAL COMPANY LIMITED
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Dated: July 26, 2021
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By:
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/s/ Xun Jianjun
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Xun Jianjun
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Chief Executive Officer
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2
Organic Agricultural (CE) (USOTC:OGAA)
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