On January 11, 2021, Code
Chain New Continent Limited (“CCNC” or the “Company”) entered into a Share Purchase Agreement (“SPA”) with
Chengdu Ma Shang Pai Auction Co., Ltd. (“MSP”) and all the shareholders of MSP (“MSP Shareholders”). MSP
Shareholders are Shanghai Makesi Internet Technology Co., Ltd., and Chengdu Yuan Ma Lian Technology Co., Ltd., both of which are
controlled by Mr. Wei Xu, the Co-Chairman of the Board and President of the Company.
MSP, incorporated in August
2020, is licensed to engage in auction business. It plans to mainly engage in the auction of the patented Wuge digital assets developed
by Mr. Wei Xu.
Pursuant to the SPA, the
Company shall issue an aggregate of 5,500,000 shares of common stock, valued at $1.76 per share, the average closing price of the
60 days prior to signing the SPA (“CCNC Shares”), to the MSP Shareholders, in exchange for MSP Shareholders’
agreement to enter into, and their agreement to cause MSP to enter into, certain VIE agreements (“VIE Agreements”)
with Makesi Iot Technology (Shanghai) Co., Ltd. (“Makesi WFOE”), the Company’s indirectly owned subsidiary, through
which Makesi WFOE shall have the right to control, manage and operate MSP in return for a service fee equal to 100% of MSP’s
net income (“Acquisition”). The SPA shall be effective upon adoption by a majority of shareholders who do not and will
not have any interest in the Acquisition. The closing of the Acquisition is subject to regulatory approval, including the Nasdaq
The foregoing description
of the SPA does not purport to be complete and is qualified in its entirety by reference to the complete text of the SPA, which
is filed as Exhibit 10.1.
Item 8.01 Other Events.
On January 3, 2020,
Tongrong Technology (Jiangsu) Co., Ltd. (“Tongrong WFOE”), an indirect subsidiary of the Company, entered into a series
of VIE agreements (the “VIE Agreements”) with Sichuan Wuge Network Games Co., Ltd. (“Wuge”) and the shareholders
of Wuge (the “Wuge Shareholders”). This event was previously reported in the Company’s current report form 8-K
filed with SEC on January 3, 2020.
On January 11, 2021,
Makesi WFOE entered into a series of assignment agreements (the “Assignment Agreements”) with Tongrong WFOE, Wuge and
Wuge Shareholders, pursuant to which Tongrong WFOE assign all its rights and obligations under the VIE Agreements to Makesi WFOE
(the “Assignment”). The VIE Agreements and the Assignment Agreements grant Makesi WFOE with the power, rights and obligations
equivalent in all material respects to those it would possess as the sole equity holder of Wuge, including absolute rights to control
the management, operations, assets, property and revenue of Wuge. The Assignment does not have any impact on Company’s
consolidated financial statements.
The Assignment Agreements
are filed as Exhibits 10.2, 10.3, 10.4 and 10.5 to this Current Report on Form 8-K and such document is incorporated herein by
reference. The foregoing is only a brief description of the material terms of the Assignment Agreements, and does not purport to
be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference
to such exhibits.
As the result of the Assignment, the Company’s
corporate structure is as follows:
Item 9.01 Financial Statements and Exhibits.
Securities Purchase Agreement dated January 11, 2021, filed as exhibit 10.1 to the current report on Form 8-K filed on January 11, 2021 and incorporated herein by reference
Agreement to Assign Technical Consultation and Service Agreement dated January 11, 2021, filed as exhibit 10.2 to the current report on Form 8-K filed on January 11, 2021 and incorporated herein by reference
Agreement to Assign Equity Option Agreement dated January 11, 2021, filed as exhibit 10.3 to the current report on Form 8-K filed on January 11, 2021 and incorporated herein by reference
Agreement to Assign Equity Pledge Agreement dated January 11, 2021, filed as exhibit 10.4 to the current report on Form 8-K filed on January 11, 2021 and incorporated herein by reference
Agreement to Assign Voting Rights Proxy and Financial Supporting Agreement dated January 11, 2021, filed as exhibit 10.5 to the current report on Form 8-K filed on January 11, 2021 and incorporated herein by reference
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: January 12, 2021
/s/ Yimin Jin
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