Item 1.01 Entry into a Material Definitive Agreement.
On March 30, 2021, Code Chain New Continent Limited (the "Company") entered into
a share purchase agreement (the "Agreement") with a buyer unaffiliated with the
Company (the "Buyer"), and Qihai Wang, former director of the Company (the
"Payee"). Pursuant to the Agreement, the Company agreed to sell and the Buyer
agreed to purchase all the issued and outstanding ordinary shares (the "Tongrong
Shares") of Tongrong Technology (Jiangsu) Co., Ltd. ("Tongrong WFOE"), a PRC
company and an indirect subsidiary of the Company. The Payee agreed to be
responsible for the payment of the purchase price on behalf of Buyer. The
purchase price for the Tongrong Shares shall be $2,464,411, payable in the form
of cancelling 426,369 shares of common stock of the Company owned by the Payee
(the "CCNC Shares"). The CCNC Shares are valued at $5.78 per share, based on the
average closing price of the Company's common stock during the 30 trading days
immediately prior to the date of the Agreement from February 12, 2021 to March
26, 2021. Tongrong WFOE contractually controls Jaingsu Rong Hai Electric Power
Fuel Co., Ltd. ("Rong Hai"), a variable interest entity of the Company. The
disposition of Tongrong WFOE will include disposition of Rong Hai.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the complete text of the Agreement,
which is filed as Exhibit 10.1 hereto.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 29, 2021, Ms. Yajing Li tendered her resignation as a director, the
chairman of the Audit Committee of the Company, effective immediately. Ms. Li's
resignation was not a result of any disagreement with the Company's operations,
policies or procedures.
On March 30, 2021, Mr. Qihai Wang tendered his resignation as a director of the
Company, effective immediately. Mr. Wang's resignation was not a result of any
disagreement with the Company's operations, policies or procedures.
On March 30, 2021, approved and ratified by the Board of Directors, the
Nominating and Corporate Governance Committee and the Compensation
Committee, Mr. Chengwei Mo was appointed as a director, the chairman of the
Audit Committee of the Company, effective March 29, 2021 and Mr. Bibo Lin, Vice
President of the Company, was appointed as a director of the Company, effective
March 30, 2021
The Board has determined that Mr. Chengwei Mo is independent within the meaning
of Nasdaq Listing Rule 5605(a)(2) and meets the "audit committee financial
expert" standards of the SEC for service on the Audit Committee.
The biographical information of Mr. Chengwei Mo is set forth below:
Mr. Chengwei Mo, age 46, is the head of Greater China Region at Hong Kong
Intellectual Property Exchange Ltd. Mr. Chengwei Mo has more than 20 years of
experience as a finance executive. He was CEO of Beijing Wenjinsuo Internet
Information Services Limited from 2017 to 2019, prior to which he was the
General Manager of Beijing Zhongtianyichuang Investment Management Limited. He
also served as the accounting manager of Yichuang Yingshi Investment Management
(Beijing) Limited and a several other information technology companies. Mr. Mo
holds a Master degree in business management from Chinese Academy of Sciences
and a bachelor degree in automatic engineering from Wuhan Technology University.
Mr. Chengwei Mo does not have a family relationship with any director or
executive officer of the Company. Mr. Chengwei Mo has not been involved in any
transaction with the Company during the past two years that would require
disclosure under Item 404(a) of Regulation S-K.
Mr. Chengwei Mo accepted an offer letter from the Company and agreed to receive
an annual compensation of $10,000, effective March 29, 2021. The offer letters
is qualified in its entirety by reference to the complete text of the agreement,
which is filed hereto as Exhibits 10.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
10.1 Shares Purchase Agreement, dated March 30, 2021
10.2 Offer Letter between Code Chain New Continent Limited and Chengwei Mo,
dated March 29, 2021
99.1 Correspondence of Yajing Li's Resignation as director of the Company,
dated March 29, 2021
99.2 Correspondence of Qihai Wang's Resignation as director of the Company,
dated March 30, 2021
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