Nocera Acquires 30% Stake In Taiwanese Memory And Storage Solution Firm QMAX Technology For 300K NCRA Shares Valued At $1.36 Per Share

Company issued 300,000 shares of restricted common stock, par value $0.001 per share, to Chien-Hua Tseng, the registered holder of such equity interest. The controlling interest is held through a series of VIE agreements entered into on July 28, 2026 with Mr. Tseng, and became effective upon signing. Through this transaction, Nocera gains established memory sales qualifications, vendor authorizations and distribution relationships covering DRAM modules, server memory and solid-state storage — the critical components at the heart of every AI data center.

The 300,000 consideration shares were valued at $1.36 per share, based on the closing price of the Company’s common stock on the Nasdaq Capital Market on July 27, 2026, the first (1st) trading day immediately preceding the effective date, for an aggregate purchase price of $408,000. No cash consideration was paid. The shares were issued in reliance on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933, as amended. The shares bear a restrictive legend and are subject to a lock-up / leak-out arrangement. The 30% controlling interest is held through a Variable Interest Entity structure comprising a voting rights proxy (coupled with an interest), an equity pledge, an exclusive call option exercisable in accordance with applicable Taiwan (R.O.C.) law, and an exclusive business cooperation agreement.

The acquisition represents another significant milestone in Nocera’s ongoing transformation into Nocera Holdings, a diversified technology-focused holding company pursuing strategic opportunities across artificial intelligence, AI infrastructure, data centers, robotics, biotech, blockchain and digital assets. As Nocera advances its AI data center strategy, management believes that secured access to memory and storage supply — among the scarcest and most strategically contested resources in the AI build-out — will become a defining competitive advantage.

Strategic Rationale: Linking Memory Supply to the AI Build-Out

Memory and storage have rapidly emerged as critical bottlenecks in the global AI infrastructure expansion. Surging demand from AI servers and hyperscale data centers has absorbed a substantial share of global DRAM and NAND capacity, making qualified procurement channels and vendor relationships increasingly valuable strategic assets. Through QMAX, Nocera acquires:

Authorized sales qualifications and channel relationships for Micron / Crucial memory products, including DDR5 desktop and notebook modules, ECC server memory (R-DIMM / U-DIMM) and enterprise and consumer SSDs;

An operating procurement and distribution platform with established upstream supply relationships and downstream customers across Taiwan’s technology channel, with revenue that grew nearly ten-fold between fiscal 2023 and fiscal 2025, reaching approximately US$1.36 million in fiscal 2025, and expanding export sales; and

A supply-chain foundation for Nocera’s AI data center strategy, under which memory and storage components can be sourced, qualified and deployed both into Nocera’s own planned data center projects and to third-party data center operators and end users.

Beyond building its own data centers, Nocera intends to work with data center users and operating partners, and is actively assembling the supply chain and customer base to support this strategy. Management believes the combination of secured component supply, distribution qualifications and Nocera’s capital markets platform positions the Company to participate across multiple layers of the AI infrastructure value chain — from components and systems to facilities and services.