UNITED STATES

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 (Date of earliest event reported): September 7, 2021

Code Chain New Continent Limited

(Exact name of Company as specified in charter)

(Address of Principal Executive Offices) (Zip code)

 +86-028-84112941

(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):

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:

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 7, 2021, Mr. Yimin Jin tendered his resignation as Co-Chief Executive Officer of Code Chain New Continent Limited (the “Company”), effective September 7, 2021. Mr. Jin’s resignation was not a result of any disagreement with the Company’s operations, policies or procedures.

On September 7, 2021, approved by the Board of Directors and the Compensation Committee, Mr. Tingjun Yang was appointed as the Co-Chief Executive Officer of the Company, effective September 7, 2021.

The biographical information of Mr. Yang is set forth below:

Mr. Tingjun Yang, age 39, was the CTO of Phantec BigData Technology, a leading company in big data technology in China, from 2014 to 2017, during which time Mr. Tingjun Yang led his team to independently develop a system of high-performance computing cluster based on GPU parallel processing and the finite element method. Mr. Yang has over 15 years of experience in the design and development in artificial intelligence and big data industry and are knowledgeable in blockchain technology and cloud computing. Mr. Yang specializes in the application of blockchain technology to various sectors. He developed and successfully launched a blockchain-based big data risk control platform for supply chain finance, a blockchain-based corporate financial settlement system, and a blockchain-based Internet of Vehicles platform for freight. Mr. Yang holds a doctor’s degree and a bachelor’s degree from Zhejiang University in Computer Science and Technology in China.

Mr. Yang does not have a family relationship with any director or executive officer of the Company. He was 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. Yang entered into an employment agreement with the Company and agreed to receive an annual compensation of $50,000, effective September 7, 2021. The employment agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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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