OGAA Organic Agricultural Company Ltd (PK)

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.