General statement of acquisition of beneficial ownership



STYLE="font: 10pt Times New Roman, Times, Serif">















UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549










SCHEDULE
13D






Amendment
No. 2*












Under
the Securities Exchange Act of 1934










CODE
CHAIN NEW CONTINENT LIMITED






(Name
of Issuer)









Ordinary
Shares, $.0001 par value





(Title
of Class of Securities)









19200A105





(CUSIP
Number)











No
119 South Zhaojuesi Road




2nd
Floor, Room 1




Chenghua
District, Chengdu, Sichuan, China 610047





(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)









July
26, 2021





(Date
of Event which Requires Filing of this Statement)









If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐









Note:

Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.















*



The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.








The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).



























































1




NAMES
OF REPORTING PERSONS:








Yimin
Jin




2




CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):








(a) ☐    (b) ☐




3




SEC
USE ONLY:








4




SOURCE
OF FUNDS (SEE INSTRUCTIONS):








OO




5




CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ☐








6




CITIZENSHIP
OR PLACE OF ORGANIZATION:








People’s
Republic of China
























NUMBER OF


SHARES


BENEFICIALLY


OWNED BY


EACH


REPORTING


PERSON


WITH


7




SOLE
VOTING POWER:








8,274,889




8




SHARED
VOTING POWER:








0




9




SOLE
DISPOSITIVE POWER:








3,940,184




10




SHARED
DISPOSITIVE POWER:








8,274,889
























11




AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:








8,274,889




12




CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ☐








13




PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):








21.53%
*




14




TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS):








OO
















*



Percentage
is calculated based on 38,429,617 shares of common stock outstanding as of August 3, 2021.








2















EXPLANATORY
NOTE











This
Amendment No. 2 (the “Amendment”) amends and supplements the Schedule 13D iginally filed with the United States Securities
and Exchange Commission on December 6, 2019 (the “Prior Filing”). The Amendment of the Prior Filing, as amended, is being
filed to include the information set forth herein. Except as specifically provided herein, this Amendment does not modify any of the
information previously reported on the Prior Filing, as amended. Capitalized terms used but not otherwise defined in this Amendment shall
have the same meanings ascribed to them in the Prior Filing, as amended.








The
purpose of this filing is to reflect the Reporting Persons’ control of 3,940,184 shares on July 26, 2021 from Wei Xu pursuant to
a Voting-In-Concert Agreement dated July 26, 2021.








The
Prior Filing is hereby amended and restated in its entirety as follows:














Item
1.





Security
and Issuer.









This
Amendment relates to the common stock, par value $0.0001 per share of Code Chain New Continent Limited, a Nevada corporation whose principal
executive office is located at No 119 South Zhaojuesi Road, 2nd Floor, Room 1, Chenghua District, Chengdu, Sichuan, China.














Item
2.





Identity
and Background.









This
Schedule 13D is filed by Yimin Jin. The principal occupation of Yimin Jin is the Co-Chief Executive Officer of the Issuer.








The
business address of Yimin Jin is c/o No 119 South Zhaojuesi Road, 2nd Floor, Room 1, Chenghua District, Chengdu, Sichuan, China. Yimin
Jin is a citizen of People’s Republic of China (PRC).








The
Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).








The
Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative


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