UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 1, 2021
Code Chain New Continent Limited
(Exact name of Company as specified in charter)
| Nevada | 001-37513 | 47-3709051 | ||
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
No 119 South Zhaojuesi
Road
2nd Floor, Room 1
Chenghua District, Chengdu, Sichuan, China 610047
(Address of Principal Executive Offices) (Zip code)
+86-0513-8912-3630
(Company’s Telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 | CCNC | Nasdaq Capital Market |
Item 1.01 Entry into a Material Definitive Agreement.
On June 1, 2021, Code Chain New Continent Limited (the “Company”) entered into a joint venture agreement with Zhongyou Technology (Shenzhen) Co., Ltd. to jointly establish Zero Carbon Energy (Shenzhen) Co., Ltd. (the “Joint Venture”), a digital energy carbon neutral innovation platform which uses digital technology to open up the upstream and downstream of the energy industry chain to achieve carbon neutrality and boost the transformation and upgrading of the industry and carbon emission reduction. The registered capital of the Joint Venture shall be one million U.S. dollars, to be contributed by the Company. The Company will hold 51% interest of the Joint Venture.
Item 7.01 Regulation FD Disclosure.
On June 3, 2021, the Company issued a press release entitled “Code Chain New Continent Announces Joint Venture with Zhongyou Technology (Shenzhen) Co., Ltd.”. A copy of the press release is furnished herewith as Exhibit 99.1. A copy of the Joint Venture Agreement is furnished herewith as Exhibit 10.1.
The information in this Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Act or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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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.
| CODE CHAIN NEW CONTINENT LIMITED | ||
| Date: June 7, 2021 | By: | /s/ Weidong (David) Feng |
| Name: | Weidong (David) Feng | |
| Title: | Co-CEO | |
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Exhibit 10.1
Unofficial English Translation
Joint Venture Contract
Party A： CCNC-Code Chain New Continent Limited
Party B： Zhongyou Technology (Shenzhen) Co., Ltd.
Date：June 1, 2021
Article 1 General Provisions
Code Chain New Continent Limited and Zhongyou Technology (Shenzhen) Co., Ltd. hereby agree to jointly establish Zero Carbon Energy (Shenzhen) Co., Ltd. (the “Company”), and the specific name of the Company shall be subject to the approval of administration for industry and commerce. Based on the principle of equality and mutual benefit and through friendly negotiation, the parties sign this agreement and agree to bound by.
Article 2 The Joint Venture Parties
Party A：Code Chain New Continent Limited
Representative：
Title:：
Party B：Zhongyou Technology (Shenzhen) Co., Ltd.
Representative：
Title:：Assistant of General Manager
Article 3 Project Introduction
Digital energy carbon neutral innovation platform: Zero Carbon Energy (Shenzhen) Co., Ltd., which uses digital technology to open up the upstream and downstream of the energy industry chain, and its main business is to achieve carbon neutrality and boost the transformation and upgrading of the industry and carbon emission reduction. The Company makes profits through providing the upgrade of high-quality fuel, the network layout of new energy charging and replacing power stations and other business to the community of huge number of vehicle owners.
Article 4 The Amount of The Registered Capital
The registered capital of the Company is one million U.S. dollars ($1,000,000), of which:
| 1. | Party A subscribes one million U.S. dollars (US$1,000,000) for capital contribution; the form of contribution: currency; the payment period: within 15 working days. |
| 2. | Party B subscribes zero U.S. dollars ($0) for capital contribution; the form of contribution: technical supporting team, personnel and intellectual property rights; the payment period: from the date of signing this agreement. |
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Article 5 Equity and Dividend Distribution
Party A holds 51% of the Company’s equity and Party B holds 49% of the Company’s equity.
| 1. | Profit Distribution |
Profit - Tax = Dividend (The company will make the distribution in proportionate to equity shares subscribes).
| 2. | Assumption of the Risk |
The shareholders’ commitment to the Company’s debts is limited to the capital contribution they make in the company. Party A and Party B enjoy the profits and distribute dividends of the company in proportion to the above-mentioned shareholding of the company.
Article 6 The Shareholders’ Meeting
The shareholders’ meeting of the Company is composed of all shareholders, which is the authority of the Company and the shareholders’ meeting shall exercise the following powers:
| (a) | resolving on the Company’s business policy and investment plan; |
| (b) | electing and removing the executive director and supervisors, and resolving on the remuneration of executive directors and supervisors; |
| (c) | reviewing and approving the report of the executive director; |
| (d) | reviewing and approving the report of supervisor; |
| (e) | reviewing and approving the Company’s annual financial budget plans, final accounting plans; |
| (f) | reviewing and approving the Company’s profit distribution plans and loss recovery plans; |
| (g) | resolving on any increase or reduction of the registered capital of the Company; |
| (h) | resolving on the issuance of corporate bonds; |
| (i) | resolving on the merger, division, dissolution, liquidation or other structural changes of the Company; |
| (j) | amending the Articles of Association; |
| (k) | resolving on the Company granting security for the shareholders or the beneficiary owner of the Company. |
If the shareholders unanimously agree to the matters above subsection in writing, the resolution can be made directly without calling a meeting of shareholders by signing or seal of all the shareholders (the signature of individual shareholders and seal of the legal person shareholders).
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Article 7 The Board
The Company sets up a Board with three directors, two of whom shall be appointed by Party A and one by Party B. The term of office for the directors is three years and the directors shall be appointed or removed by the shareholders’ meeting. Upon the expiration of the term, a director may serve consecutive terms if reappointed by the respective shareholder.
The Board shall be responsible to the shareholders’ meeting and exercises the following powers:
| (a) | reporting work to the shareholders; |
| (b) | implementing resolutions of the shareholders’ meeting; |
| (c) | determining the Company’s operational plans and investment schemes; |
| (d) | formulating the Company’s annual financial budget plans and final accounting plans; |
| (e) | formulating the Company’s profit distribution plans and loss recovery plans; |
| (f) | formulating plans for increasing or reducing the Company’s registered capital and for the issuance of corporate bonds; |
| (g) | formulating plans for mergers, divisions, changes of corporate form, or the dissolution of the Company; |
| (h) | determining the Company’s internal management structure; |
| (i) | determining the the appointment or dismissal of the deputy manager, the financial controller and their remuneration according to the nomination of the manager; |
| (j) | formulating the basic management system of the Company. |
When making resolution on the matters listed in the Article 7, the Board shall make the resolution in writing and such resolution shall be signed by the directors present at the meeting of the Board and kept with the Company.
Article 8 The Supervisor
The Company does not set up a board of supervisors, but shall have one supervisor appointed by Party A. The term of office of the supervisor is three years. Upon expiration of the term, a supervisor may serve consecutive terms if reappointed.
The Supervisors of the Company shall exercise the following duties and have the following authorities:
| (a) | examining the financial affairs of the joint venture company; |
| (b) | monitoring the acts of the directors and other high-level managerial personnel when carrying out their duties in relation to the Company, and proposing to remove from their positions those directors or other high-level managerial personnel who violate laws, administrative regulations or these Articles of Association; |
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| (c) | requiring the directors or other high-level managerial personnel to rectify their conduct when any of their actions damage the interests of the Company; |
| (d) | proposing to convene an interim shareholders’ meeting, and convening and presiding over the shareholders’ meeting when the board fails to perform its duties of convening and presiding over the shareholders’ meeting; |
| (e) | proposing the proposals to the shareholders’ meeting; |
| (f) | bringing lawsuits against directors or other high-level managerial personnel in accordance with the Article 151 of the Company Law. |
Article 9 Miscellaneous
1. Share purchase, withdrawal and transfer of capital contribution:
A．Share purchase: ① to adhere to this joint venture agreement; (2) to have the consent of Party A and Party; ③ to implement the rights and obligations stipulated in this agreement.
B．Share withdrawal: ① share withdrawal shall not be permitted when the Company is in normal operation; (2) if the shareholder insists on withdrawing the shares, the shares shall be settled by the property status at the time of withdrawal, and be settled in cash whatever the form of contribution; ③ the withdrawal price shall be 100% of the withdrawing shareholder’s investment amount. Without the consent of both parties, if any party fails to continue to cooperate and be forced to withdraw its shares, the compensation shall be made as 100% of the shares according to the property status of the Company at that time; ④ without the consent of the other party, any party withdraws its shares by its own and causes losses for the other party, the withdrawing party shall make compensation.
2. Transfer of capital contribution: the parties are allowed to transfer their capital contribution, and the shareholders of the Company shall have the priority to undertake the shareholding under the same conditions in the market.
3. Termination of joint venture and matters after termination:
If the joint venture be terminated due to one of the following circumstances: ①the shareholders agree to terminate the joint venture; ② the joint venture project is completed or cannot be completed; ③ the cooperative business was revoked due to the violation of the law; ④the court decides to dissolve the Company according to the request of the parties.
Matters after the termination of joint venture: ① immediately recommend and elect the liquidator and invite relevant institutions (or notaries) to participate in the liquidation; ② if there is surplus after liquidation, it shall be carried out in the order of collecting creditor’s rights, paying off debts, returning capital contribution and distributing the remaining property proportionally. Fixed assets and inseparable objects may be sold to shareholders or the third party at a fixed price, and such price shall be distributed; ③ if there is a loss after liquidation, regardless of the amount of the shareholders’ contribution, the loss shall be repaid firstly with the property jointly owned the shareholders, and the remaining part which cannot be paid off by the property jointly owned by the shareholders shall be borne by the shareholders according to their proportion of capital contribution.
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Article 10 Dispute Resolution
1. After both parties sign this agreement and this agreement comes into effect, both parties must perform the agreement consciously. If either party fails to perform its obligations according to the provisions of this agreement, it shall undertake corresponding responsibilities according to the laws and the provisions of this agreement.
2. If there are any matters which are not listed in this agreement, both parties shall negotiate friendly, reach an consensus and specify such matters in the form of supplementary clauses.
3. Any dispute due to the performance shall be settled by friendly negotiation of both paties. If such negotiation fails, both parties may choose to bring a lawsuit to the court of the signing place.
Article 11 Mutual Agreement
After jointly establishing the shareholders’ meeting of the Company and through the resolution of the shareholders’ meeting, it is decided that the Party A shall be responsible for the strategic planning, capital connection and financial investment of the Company, while the Party B, as the general head in charge of the specific operation of the Company, handles all the affairs of the company (including but not limited to the preparation of the Company, the establishment of the team, the development of technical products, the connection of market channels, etc.). In case of any of the following major matters concerning the interests of all shareholders of the Company, shall be implemented after getting the resolution of the shareholders’ meeting.
1. strategic planning of the company;
2. introduction of new products;
3. major promotional activities;
4. other important matters set in the Articles of Association.
Article 12 Mutual Agreement
This agreement shall be executed in two originals and shall take effect upon being signed by both parties. Each party holds one original.
（The following is the signature page）
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（The signature page）
Party A（Seal）： CCNC-Code Chain New Continent Limited
| Representative（Sign）： |
Date：June 1, 2021
Party B（Seal）：Zhongyou Technology (Shenzhen) Co., Ltd.
| Representative（Sign）： |
Date：June 1, 2021
Exhibit 99.1
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Code Chain New Continent Announces Joint Venture with Zhongyou Technology (Shenzhen) Co., Ltd
Commitment to Launch Cryptocurrency Mining Operation with Zero Carbon Footprint
NEW YORK, June 3, 2021 -- Code Chain New Continent Limited (the “Company,” or “Code Chain” or “We”) (NASDAQ: CCNC), a leading eco-technology company, today announced that the Company entered into a Joint Venture Agreement (“JV Agreement”) with Zhongyou Technology (Shenzhen) Co., Ltd. (“Zhongyou”) on June 1, 2021. This agreement establishes a joint venture company, named “Carbon Zero Renewables (Shenzhen) Co., Ltd.” (the “JV Company”), to pursue the development and operation of cryptocurrency mining with zero carbon footprint.
Pursuant to the JV Agreement, JV Company’s registered capital is $1 million and will be contributed 100% in cash by Code Chain. Zhongyou will be responsible for providing teams of technical experts and operating staff, as well as intellectual property rights and know-how. Code Chain and Zhongyou will each own 51% and 49% of the JV Company, respectively.
The JV Company’s mission is to use digital technology to open up the renewable energy industry chain’s upstream and downstream, growing the renewables infrastructure portfolio in the process. The scope of the business is to create a platform to achieve carbon neutrality while upgrading industry transformation, boosting revenues, and adapting to changing market dynamics and volatility.
David (Weidong) Feng, Co-CEO of the Company, commented, "We are pleased to partner with Zhongyou as we continue our strategic transformation for using energy and digital infrastructure growth platform in cryptocurrency mining. As concerns grow over the high energy usage of cryptocurrency mining and its burden to the environment, the establishment of this joint venture will become an important driving force for jointly developing carbon neutral cryptocurrency mining operations. With the combined strengths of our teams, the joint venture will allow us to disrupt high-cost cryptocurrency mining more quickly by using the latest renewables-powered mining technology.”
About Code Chain New Continent Limited
Code Chain New Continent Limited engages in the research, design and development of electronic tokens that combine the five-W elements (when, where, who, why, what), geographic location via the Beidou satellite system and identity information using Code Chain technology. The electronic tokens are unique, tradable, and inheritable digital assets and cannot be tampered. The electronic tokens are based on and stored in the Code Chain system and can be used to monitor and document all kinds of consumer behaviors that involve code-scanning. Recently, the company has also diversified its business into Bitcoin mining.
Safe Harbor Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including certain plans, expectations, goals, and projections, which are subject to numerous assumptions, risks, and uncertainties. These forward-looking statements may include, but are not limited to, statements containing words such as "may," "could," "would," "plan," "anticipate," "believe," "estimate," "predict," "potential," "expects," "intends", "future" and "guidance" or similar expressions. These forward-looking statements speak only as of the date of this press release and are subject to change at any time. These forward-looking statements are based upon management's current expectations and are subject to a number of risks, uncertainties and contingencies, many of which are beyond the Company's control that may cause actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. The Company's actual results could differ materially from those contained in the forward-looking statements due to a number of factors, including those described under the heading "Risk Factors" in the Company's public filings with the Securities and Exchange Commission, including the Company's annual report on 10-K. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required under applicable law.