DEFA14A 1 ea152127-defa14a_codechain.htm DEFINITIVE ADDITIONAL MATERIALS

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant		☒
Filed by a Party other than the Registrant		☐

Check the appropriate box:

☐		Preliminary Proxy Statement
☐		Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))
☐		Definitive Proxy Statement
☒		Definitive Additional Materials
☐		Soliciting Material under Rule 14a-12

CODE CHAIN NEW CONTINENT LIMITED
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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☐		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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EXPLANATORY NOTE

This proxy statement amendment, dated December 10, 2021 (this “Amendment No 1.”), amends the definitive proxy statement (the “proxy statement”) of Code Chain New Continent Limited (the “Company”), which was filed with the Securities and Exchange Commission on December 7, 2021, relating to the Company’s Annual Meeting of Shareholders (the “annual meeting”) to be held on December 31, 2021. The Company is providing this Amendment No. 1 solely to correct, in the “Summary Compensation Table” and in the footnotes following the table, the role of Mr. Yimin Jin as a former director and officer. The Summary Compensation Table and its explanatory footnotes were included in the proxy statement beginning on page 13. Additionally, this Amendment No.1 includes the correct proxy card for the annual meeting and replaces the proxy card in the proxy statement.

No other changes have been made to the proxy statement or to the matters to be considered by the Company’s shareholders at the annual meeting. All other items of the proxy statement are incorporated herein by reference without change. Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings assigned to such terms in the proxy statement. This Amendment No. 1 should be read in conjunction with the proxy statement. From and after the date of this Amendment No. 1, any references to the “proxy statement” are to the proxy statement as amended hereby.

The changes to the proxy statement reflected in this Amendment No. 1 are incorporated in the copy of the proxy statement sent to shareholders.

Summary Compensation Table

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Other Compensation ($)		Total ($)
Yimin Jin⁽¹⁾		2020		100,000		—		—		—		—		100,000
(former Co-CEO)		2019		100,000		—		—		—		—		100,000
Wei Xu⁽²⁾		2020		10,000		—		—		—		—		10,000
(President)		2019		10,000		—		—		—		—		10,000
Yuguo Zhang⁽³⁾		2020		83,333		—		—		—		—		83,333
(Former President)		2019		66,667		—		—		—		—		66,667
Yi Li⁽⁴⁾		2020		30,000		—		—		—		—		30,000
(CFO)		2019		30,000		—		—		—		—		30,000

(1)	Ms. Yimin Jin was appointed as the Co-CEO of the Company from April 15, 2019 to September 7, 2021. Mr. Jin was a director of the Company from April 15, 2019 to April 7, 2021. The amounts reflect the compensation Mr. Jin received for his services as the Co-CEO and a director of the Company.
(2)	Mr. Wei Xu was appointed as the President of the Company on October 29, 2020. Mr. Xu is also a director of the Company. The amounts reflect the compensation Mr. Xu received for his services as the President and a director of the Company.
(3)	Mr. Yuguo Zhang was appointed as the President and a director of the Company on April 25, 2019. Mr. Zhang resigned as a director on February 25, 2020 and resigned as the President on October 29, 2020. The amounts reflect the compensation Mr. Zhang received for his services as the President and a director of the Company.
(4)	Ms. Yi Li was appointed as the CFO of the Company on April 25, 2019. The amounts reflect the compensation Ms. Li received for her services as the CFO of the Company.