CCNC Code Chain New Continent Ltd

INFORMATION STATEMENT

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INTRODUCTION

Pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulation 14C promulgated thereunder, the notice and this information statement (this “Information Statement”) will be sent or given on or about December 19, 2022 to the stockholders of record, as of December 14, 2022 (the “Record Date”), of Code Chain New Continent Limited, a Nevada corporation (hereinafter referred to as “we,” “us,” “our,” or the “Company”). This Information Statement is being circulated to advise stockholders of certain actions already approved and taken without a meeting by written consent of stockholders who hold a majority of the voting power of our common stock, par value $0.0001 per share (“Common Stock”).

Pursuant to Nevada Revised Statutes (“NRS”) 78.385, any corporation may amend its articles of incorporation by changing the name of the corporation. Pursuant to NRS 78.390, the board of directors must adopt a resolution setting forth the proposed amendment to the articles of incorporation and submit the proposed amendment to the stockholders for approval. An amendment to the articles of incorporation shall be approved by stockholders holding shares in the corporation representing at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of

NRS 78.320 permits the stockholders of a Nevada corporation to take action without a meeting if, before or after the action, a written consent thereto is signed by stockholders holding at least a majority of the voting power. In order to eliminate the costs and management time involved in holding a special meeting and in order to effect the action disclosed herein as quickly as possible in order to accomplish the purposes of our Company, we chose to obtain the written consent of a majority of our voting power to approve the action described in this Information Statement.

On November 29, 2022, the Board of Directors (the “Board”) and majority stockholders (the “Consenting Stockholders”) holding an aggregate of 936,001 shares of Common Stock issued and outstanding as of November 29, 2022 took action by written consent to approve a change of its corporate name from “Code Chain New Continent Limited” to “GD Culture Group Limited” (the “Name Change”) and an amendment (the “Amendment”, a form of which is attached hereto as Exhibit A) to the Company’s Articles of Incorporation for purpose of the Name Change. The Board also approved to change the ticker symbol of the Common Stock and warrants to purchase one-thirtieth of one shares of Common Stock at a price of $172.50 per whole share (the “Warrants”) to “GDC” and “GDCW”, respectively (the “Symbol Change”).

Approval by the holders of at least a majority of the outstanding shares of Common Stock was required to approve the Amendment and the Name Change pursuant to the NRS, the Company’s Articles of Incorporation and Bylaws. Accordingly, the actions will not be submitted to the other stockholders of the Company for a vote, and this Information Statement is being furnished to stockholders to provide them with certain information concerning the action in accordance with the requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the regulations promulgated thereunder, including Regulation 14C.

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU

ARE REQUESTED NOT TO SEND US A PROXY.

Overview

On November 29, 2022, the Board and the Consenting Stockholders approved the Name Change, which will change the Company’s name from “Code Chain New Continent Limited” to “GD Culture Group Limited”, and the Amendment, which will reflect the Name Change in the Company’s Articles of Incorporation. The Board also approved the Symbol Change, which will change the ticker symbol of the Common Stock and the Warrants to “GDC” and “GDCW”,

Purpose of the Name Change and the Symbol Change

The purpose of the Amendment, Name Change and Symbol Change is part of our rebranding and marketing efforts focused on a more diverse series of products and services that we provide.

Potential Effects of Proposed Name Change and the Symbol Change

The Amendment, Name Change and Symbol Change will affect all holders of our Common Stock and other securities uniformly. The Name Change and Symbol Change is not intended to, and will not, affect any stockholder’s percentage ownership interest in our Company.

The Amendment, Name Change and Symbol Change will not change the terms of our Common Stock, the Warrants, or other securities. After the Name Change and Symbol Change, the shares of our Common Stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to our Common Stock now authorized. Our Common Stock and other securities will remain fully paid and non-assessable.

Furthermore, the Name Change and the Symbol Change will result in a change in the CUSIP numbers of our Common Stock and Warrants. We will provide definitive information on the new CUSIP numbers in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission prior to the effective date of the Name Change and the Symbol Change.

Stockholders will not be requested to surrender for exchange any stock certificates or warrant certificates they hold. On and after the effective date of the Name Change and Symbol Change, the stock certificates representing the pre-Amendment shares will continue to be valid. Following the effective date of the Amendment, newly issued stock certificates will bear the Company’s new name, but this will not affect the validity of stock certificates already outstanding.

Dissenter’s Rights of Appraisal

There are no rights of appraisal or similar rights of dissenters with respect to any matter described in this Information Statement, because, among other reasons, our shares will continue to list on Nasdaq Capital Market.

Approval and Effectiveness

Pursuant to NRS 78.385 and 78.390, the approval of the corporate name change required a majority of the Company’s outstanding voting stock.

As of the close of business on the Record Date, we had 1,837,136 shares of Common Stock outstanding. Holders of shares of Common Stock are entitled to cast one vote per share. The Consenting Stockholders held 936,001 shares of Common Stock as of the Record Date, representing 50.95% of the voting power of all shares of Common Stock. Accordingly, the Amendment and Name Change were approved by a majority of the Company’s voting power of Common Stock. 

Pursuant to Rule 14c-2 promulgated under the Exchange Act, the Amendment, the Name Change and the Symbol Change will not be effective until at least 20 calendar days after the mailing of this Information Statement to our stockholders.

Our Common Stock is currently listed on the Nasdaq Capital Market. We are required to notify Nasdaq of the Name Change and the Symbol Change. Specifically, we are required to notify Nasdaq of the Symbol Change no later than two business days prior to the change and the Name Change no later than ten calendar days after the change.

In addition, our Warrants are quoted on the OTCQB. We are required to notify the Financial Industry Regulatory Authority (FINRA) of the Name Change and the Symbol Change at least ten days prior to the effective date.

RECORD DATE AND VOTING SECURITIES

Only stockholders of record at the close of business on the Record Date are entitled to notice of the information disclosed in this Information Statement. As of the Record Date, our authorized securities consist of 200,000,000 shares of Common Stock with a par value of $0.0001 per share and 20,000,000 shares of preferred stock with a par value of $0.0001 per share. As of the Record Date, there were 1,837,136 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote per share. As of the Record Date, there no preferred stock issued and outstanding.

ACTIONS BY BOARD OF DIRECTORS AND CONSENTING STOCKHOLDER

On November 29, 2022, the Board unanimously approved the Name Change and the Symbol Change. Subsequent to the Board’s approval of the Name Change and the Symbol Change, and the Consenting Stockholders approved the Name Change and the Symbol Change. The Consenting Stockholders and its approximate ownership percentage of our voting stock as of November 29, 2022, which total in the aggregate a majority of the voting rights under our Bylaws, were as follows:

EXPENSES

The costs of preparing, printing and mailing this Information Statement will be borne by the Company.