UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under § 240.14a-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)
Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a- 6(i)(1) and 0-11 |
CODE CHAIN NEW CONTINENT LIMITED
No 119 South Zhaojuesi Road
2nd Floor, Room 1
Chenghua District, Chengdu, Sichuan, China 610047
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 18, 2022
Dear Stockholder:
Notice is hereby given that a special meeting
of stockholders (the “Special Meeting”) of Code Chain New Continent Limited (formerly known as “TMSR Holding Company
Limited”), a Nevada corporation (the “Company”), will be held on October 18, 2022, at 10:00 a.m., local time, (October
17, 2022 at 10:00 p.m. Eastern Time) at the principal office of the Company located at No 119 South Zhaojuesi Road, 2nd Floor,
Room 1, Chenghua District, Chengdu, Sichuan, China 610047, for the following purposes:
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to approve an amendment to the Company’s amended and restated articles of incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a split ratio of between 1-for-10 and 1-for-30 as determined by the Board of Directors in its sole discretion, prior to the one-year anniversary of this Special Meeting (“Proposal One”); and |
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to approve the adjournment of the Special Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposals described above (“Proposal Two). |
Holders of record of our common stock at the close
of business on September 13, 2022 (the “Record Date”), are entitled to this notice and to attend and vote at the Special Meeting.
As of the Record Date, there were [46,109,617] shares of common stock issued and outstanding.
A proxy statement describing the matters to be
considered at the Special Meeting is attached to this notice. This notice, proxy statement, and proxy card will be distributed and made
available on or about September 20, 2022.
The Board of Directors (the “Board”)
unanimously approves and recommends that you vote “FOR” each proposal.
Your vote is important. Whether or not you
plan to attend the Special Meeting, I hope that you will vote as soon as possible in order to assure that your shares are represented
at the Special Meeting. You may vote your shares by either completing, signing and returning the accompanying proxy card or casting your
vote over the Internet. If you attend the Special Meeting, you may vote in person, if you wish to do so, even if you have returned
a proxy. Only stockholders of record at the close of business on September 13, 2022 are entitled to notice of and to vote at the Special
Meeting and at any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special
Meeting will be available for inspection at our offices. The enclosed proxy is being solicited on behalf of the Board of Directors. If
you have any further questions concerning the Special Meeting or any of the items of business to be presented, please contact corporate
secretary at +86-028-84112941.
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By Order of the Board of Directors, |
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Sincerely, |
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/s/ Wei Xu |
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Wei Xu |
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Chief Executive Officer, President and
Chairman of the Board |
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON OCTOBER 18, 2022.
Code Chain New Continent Limited
No 119 South Zhaojuesi Road
2nd Floor, Room 1
Chenghua District, Chengdu, Sichuan, China 610047
PROXY STATEMENT
The enclosed proxy is solicited on behalf of the
Board of Directors (the “Board”) of Code Chain New Continent Limited (formerly known as “TMSR Holding Company Limited”),
a Nevada corporation (the “Company,” “CCNC,” “we,” “us,” or “our”), for use
at the upcoming special meeting of stockholders including any adjournment or postponement thereof (the “Special Meeting”)
to be held on October 18, 2022, at 10:00 a.m., local time, (October 17, 2022 at 10:00 p.m. Eastern Time), and at any adjournment or postponement
thereof, at the principal office of the Company located at No 119 South Zhaojuesi Road, 2nd Floor, Room 1, Chenghua District,
Chengdu, Sichuan, China 610047.
This proxy statement and the enclosed proxy card
are first being mailed on or about September 20, 2022 to stockholders entitled to vote as of the close of business on September 13, 2022
(the “Record Date”). As of the Record Date, there were [46,109,617] shares of common stock issued and outstanding. These proxy
materials contain information that we are required to provide to you under the rules of the Securities and Exchange Commission (“SEC”)
and that is designed to assist you in voting your shares.
Voting
The specific proposals to be considered and acted
upon at the Special Meeting are each described in this proxy statement. Only holders of shares of our common stock as of the close
of business on the Record Date are entitled to receive notice and to vote at the Special Meeting.
Each share of common stock entitles the holder of one vote.
Preliminary results of the voting will be announced
at the Special Meeting. Final results will be published in a Current Report on Form 8-K filed with the SEC within four business days
of the Special Meeting.
Quorum
In order for any business to be conducted at the
Special Meeting, the holders of one-third (1/3rd) in voting power of the shares of our capital stock issued and outstanding
and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the
Board in its sole discretion, or represented by proxy, shall constitute a quorum for the transaction of business. If a quorum is not present
at the scheduled time of the Special Meeting, the stockholders present or represented at the meeting and entitled to vote thereon, although
less than a quorum, may adjourn the Special Meeting until a quorum is present. The time and place of the adjourned Special Meeting will
be announced at the time the adjournment is taken, and no other notice will be given unless the adjournment is for more than 30 days,
in which case a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the Special Meeting. An
adjournment will have no effect on the business that may be conducted at the Special Meeting.
Required Vote for Approval
At the Special Meeting, our stockholders will
vote on the following proposals:
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to approve an amendment to the Company’s amended
and restated articles of incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock,
at a split ratio of between 1-for-10 and 1-for-30 as determined by the Board of Directors in its sole discretion, prior to the one-year
anniversary of this Special Meeting (“Proposal One”). This proposal requires the affirmative (“FOR”) vote of
a majority of votes cast by shares present or represented by proxy and entitled to vote at the Special Meeting. |
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to approve the adjournment of the Special Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposals described above (“Proposal Two”). This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by the shares present or represented by proxy and entitled to vote at the Special Meeting. |
The Board unanimously recommends a vote “FOR”
the approval of each of the proposals.
Abstentions and Broker Non-Votes
All votes will be tabulated by the inspector of
election appointed for the Special Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.
An abstention is the voluntary act of not voting by a stockholder who is present at the Special Meeting and entitled to vote. A broker
“non-vote” occurs when a broker nominee holding shares for a beneficial owner does not vote on a particular proposal because
the nominee does not have discretionary power for that particular item and has not received instructions from the beneficial owner. If
you hold your shares in “street name” through a broker or other nominee, your broker or nominee may not be permitted to exercise
voting discretion with respect to some of the matters to be acted upon at the Special Meeting. If you do not give your broker or nominee
specific instructions regarding such matters, your proxy will be deemed a “broker non-vote.”
The question of whether your broker or nominee
may be permitted to exercise voting discretion with respect to a particular matter depends on whether the particular proposal is deemed
to be a “routine” matter and how your broker or nominee exercises any discretion they may have in the voting of the shares
that you beneficially own. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters
that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations
of the New York Stock Exchange, “non-routine” matters are matters that may substantially affect the rights or privileges of
stockholder, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation (including
any advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation), and certain
corporate governance proposals, even if management-supported.
For any proposal that is considered a “routine”
matter, your broker or nominee may vote your shares in its discretion either for or against the proposal even in the absence of your instruction.
For any proposal that is considered a “non-routine” matter for which you do not give your broker instructions, the shares
will be treated as broker non-votes. “Broker non-votes” occur when a beneficial owner of shares held in street name does not
give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Broker non-votes
will not be considered to be shares “entitled to vote” on any “non-routine” matter and therefore will not be counted
as having been voted on the applicable proposal. Therefore, if you are a beneficial owner and want to ensure that shares you beneficially
own are voted in favor or against any or all of the proposals in this proxy statement, the only way you can do so is to give your broker
or nominee specific instructions as to how the shares are to be voted.
Under Nevada law and our Amended and Restated
Bylaws, abstentions and broker non-votes are not counted as votes cast on an item and therefore will not affect the outcome of any proposal
presented in this proxy statement. Abstention and broker non-votes, if any, will be counted for purposes of determining whether there
is a quorum present at the Special Meeting.
Note that if you are a beneficial holder and do
not provide specific voting instructions to your broker, the broker that holds your shares will not be authorized to vote on the approval
the Proposal One because it is considered a non-routine matter.
Approval of Proposal Two is considered to be a
routine matter and, accordingly, if you do not instruct your broker, bank or other nominee on how to vote the shares in your account for
Proposal Two, brokers will be permitted to exercise their discretionary authority to vote for the approval of such proposal.
Accordingly, we encourage you to provide voting
instructions to your broker, whether or not you plan to attend the Special Meeting.
Voting, Revocation and Solicitation of Proxies
The enclosed proxy is solicited by and on behalf
of the Board, with the cost of solicitation borne by us. Solicitation may also be made by our directors and officers without additional
compensation for such services. In addition to mailing proxy materials, the directors, officers and employees may solicit proxies in person,
by e-mail, telephone or mail.
If you are a stockholder of
record, there are three ways to vote:
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By Internet — You can vote over the Internet by going to www.cstproxyvote.com, 24 hours a day, seven days a week. You will need the control number included on the enclosed proxy card. Votes submitted through the Internet must be received by 9:59 p.m. (Eastern Time) on October 17, 2022. |
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By Mail — You can vote by mail by signing, dating and mailing the enclosed proxy card. |
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During the Special Meeting — You can vote in person at the Special Meeting. |
If you are a beneficial owner and on the Record
Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial
owner of shares held in “street name” and the Notice of the Special Meeting is being forwarded to you by that organization.
The organization holding your account is considered the stockholder of record for purposes of voting at the Special Meeting. As a
beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited
to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Special Meeting
unless you request and obtain a valid proxy from your broker or other agent.
If you vote via the internet, your electronic
vote authorizes the named proxies in the same manner as if you signed, dated, and returned your proxy card. If you vote via the
internet, do not return your proxy card.
If your proxy is properly returned to us, the
shares represented thereby will be voted at the Special Meeting in accordance with the instructions specified thereon. If you return your
proxy without specifying how the shares represented thereby are to be voted, the proxy will be voted (i) FOR Proposal
One and (iii) FOR Proposal Two.
If you have given a proxy,
you may revoke it at any time before it is exercised at the Special Meeting by:
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delivering a written notice to No 119 South Zhaojuesi Road, 2nd Floor, Room 1, Chenghua District, Chengdu, Sichuan, China 610047, Attention: Corporate Secretary, stating that the proxy is revoked; |
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signing and delivering a proxy bearing a later date; |
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voting again over the internet; or |
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attending the Special Meeting (although attendance at the meeting will not, by itself, revoke a proxy). |
Please note, however, that if your shares are
held of record by a broker, bank or other nominee and you wish to revoke a proxy, you must contact that firm to revoke any prior voting
instructions.
No Appraisal Rights
Our stockholders have no dissenter’s or
appraisal rights in connection with any of the proposals described herein.
Contact
If you have any questions about giving your proxy
or require any assistance, please contact our Corporate Secretary:
Code Chain New Continent
Limited
No 119 South Zhaojuesi Road
2nd Floor, Room 1
Chenghua District, Chengdu, Sichuan, China 610047
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by telephone, at +86-028-84112941. |
PROPOSAL ONE – TO APPROVE AN AMENDMENT
TO THE COMPANY’S AMENDED AND RESTATED ARTICLES OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF THE OUTSTANDING SHARES OF THE
COMPANY’S COMMON STOCK, AT A SPLIT RATIO OF BETWEEN 1-FOR-10 AND 1-FOR-30 AS DETERMINED BY THE BOARD OF DIRECTORS IN ITS SOLE DISCRETION,
PRIOR TO THE ONE-YEAR ANNIVERSARY OF THIS SPECIAL MEETING
General
Our Board is recommending that our stockholders
approve a proposed amendment to our Amended and Restated Articles of Incorporation in substantially the form attached hereto as Annex
A, to effect a reverse stock split of our outstanding shares of common stock at a reverse stock split ratio
of between 1-for-10 and 1-for-30, as determined by the Board of Directors in its sole discretion, at any time prior to the one-year anniversary
of this Special Meeting. If the stockholders approve and adopt the proposed amendment to effect the reverse stock split,
and our Board decides to implement it, the reverse stock split will become effective on the date of the filing of
the proposed amendment with the Secretary of State of the State of Nevada.
If implemented, the reverse stock split will
be realized simultaneously for all outstanding common stock and the ratio determined by our Board will be the same for all outstanding
shares of common stock. The reverse stock split will affect all holders of shares of our common stock uniformly and
each stockholder will hold the same percentage of our common stock outstanding immediately following the reverse stock split as
that stockholder held immediately prior to the reverse stock split, except for adjustments that may result from the treatment
of fractional shares as described below. The proposed amendment will not reduce the number of authorized shares of common stock (which
will remain at 200,000,000) or preferred stock (which will remain at 20,000,000) or change the par values of our common stock (which will
remain at $0.0001 per share) or preferred stock (which will remain at $0.0001 per share).
Background
Our common stock is currently listed on The Nasdaq Capital Market (“Nasdaq”), and we are therefore subject to its continued listing requirements, including
requirements with respect to the market value of publicly-held shares, market value of listed shares, minimum bid price per share,
and minimum stockholder’s equity, among others, and requirements relating to board and committee independence. If we fail to
satisfy one or more of the requirements, we may be delisted from Nasdaq.
The minimum closing bid price requirement set
forth in Nasdaq Listing Rule 5550(a)(2) is $1.00. On May 5, 2022, we received a notice that we were not in compliance with the $1.00
minimum closing bid price requirement.
In accordance with Nasdaq Listing Rule 5810(c)(3)(A)
(the “Compliance Period Rule”), we have been provided an initial period of 180 calendar days, or until November 1, 2022, to
regain compliance with the bid price rule. If, at any time before November 1, 2022, the bid price for our common stock closes at $1.00
or more for a minimum of 10 consecutive business days as required under the Compliance Period Rule, the Nasdaq staff will provide written
notification to us that we comply with the bid price rule, unless the staff exercises its discretion to extend this 10 day period pursuant
to Nasdaq Listing Rule 5810(c)(3)(H).
If we are not in compliance with the bid price
rule by November 1, 2022, we may be afforded a second 180 calendar day period to regain compliance. To qualify, we would be required to
meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq
Capital Market, except for the minimum bid price requirement. In addition, we would be required to notify Nasdaq of its intent to cure
the minimum bid price deficiency, which may include, if necessary, implementing a reverse stock split.
If we do not regain compliance with the bid price
rule by November 1, 2022 and we are not eligible for an additional compliance period at that time, the Nasdaq staff will provide written
notification to us that our stock may be delisted. We would then be entitled to appeal the staff’s determination to a Nasdaq Listing
Qualifications Panel and request a hearing. There can be no assurance that, if we do appeal the delisting determination by the staff to
the Nasdaq Listing Qualifications Panel, that such appeal would be successful.
The closing price of our common stock on September 13, 2022 was $[
].
Purpose of the Proposed Reverse Stock Split
Our Board’s primary objective in proposing
the reverse stock split is to raise the per share trading price of our common stock. In particular, this will help
us to maintain the listing of our common stock on Nasdaq.
Delisting from Nasdaq may adversely affect our
ability to raise additional financing through the public or private sale of equity securities, may significantly affect the ability of
investors to trade our securities and may negatively affect the value and liquidity of our common stock. Delisting also could have other
negative results, including the potential loss of employee confidence, the loss of institutional investors or interest in business development
opportunities.
If we are delisted from Nasdaq and we are not
able to list our common stock on another exchange, our common stock could be quoted on the OTC Bulletin Board or in the “pink sheets.”
As a result, we could face significant adverse consequences including, among others:
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a limited availability of market quotations for our securities; |
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a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
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a limited amount of news and little or no analyst coverage for us; |
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we would no longer qualify for exemptions from state securities registration requirements, which may require us to comply with applicable state securities laws; and |
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a decreased ability to issue additional securities (including pursuant to short-form registration statements on Form S-3) or obtain additional financing in the future. |
As of the Record Date, we were not in compliance with the Nasdaq bid
price requirement. Our Board believes that the proposed reverse stock split is a potentially effective means
for us to regain or maintain compliance with the listing rules of Nasdaq and to avoid, or at least mitigate, the likely adverse consequences
of our common stock being delisted from the Nasdaq by producing the immediate effect of increasing the bid price of our common stock.
Increase the Market Price of our Common Stock
to a Level More Appealing for Investors
We also believe that the reverse stock split could
enhance the appeal of our common stock to the financial community, including institutional investors, and the general investing public.
We believe that a number of institutional investors and investment funds are reluctant to invest in lower-priced securities and that
brokerage firms may be reluctant to recommend lower-priced securities to their clients, which may be due in part to a perception that
lower-priced securities are less promising as investments, are less liquid in the event that an investor wishes to sell its shares, or
are less likely to be followed by institutional securities research firms and therefore more likely to have less third-party analysis
of the Company available to investors. We believe that the reduction in the number of issued and outstanding shares of our common stock
caused by the reverse stock split, together with the anticipated increased stock price immediately following and resulting
from the reverse stock split, may encourage interest and trading in our common stock and thus possibly promote greater
liquidity for our stockholders, thereby resulting in a broader market for the common stock than that which currently exists.
We cannot assure you that all or any of the anticipated
beneficial effects on the trading market for our common stock will occur. Our Board cannot predict with certainty what effect the reverse stock split will
have on the market price of our common stock, particularly over the longer term. Some investors may view a reverse stock split negatively,
which could result in a decrease in our market capitalization. Additionally, any improvement in liquidity due to increased institutional
or brokerage interest or lower trading commissions may be offset by the lower number of outstanding shares. We cannot provide you with
any assurance that our shares will continue to qualify for listing on Nasdaq. As a result, the trading liquidity of our common stock
may not improve. In addition, investors might consider the increased proportion of unissued authorized shares to issued shares to have
an anti-takeover effect under certain circumstances, since the proportion allows for dilutive issuances.
Determination of Ratio
The ratio of the reverse stock split,
if approved and implemented, will be a ratio of between 1-for-10 and 1-for-30 as determined by the Board of Directors in its sole discretion,
prior to the one-year anniversary of this Special Meeting. Even if approved, the Board will have discretion to delay or not to implement
the reverse stock split.
In determining the reverse stock split ratio,
our Board will consider numerous factors, including:
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the historical and projected performance of our common stock; |
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general economic and other related conditions prevailing in our industry and in the marketplace; |
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the projected impact of the selected reverse stock split ratio on trading liquidity in our common stock; |
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our capitalization (including the number of shares of our common stock issued and outstanding); |
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the prevailing trading price for our common stock and the volume level thereof; and |
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potential devaluation of our market capitalization as a result of a reverse stock split. |
The purpose of asking for authorization to amend
the Amended and Restated Articles of Incorporation to implement the reverse stock split at a ratio to be determined
by the Board, as opposed to a ratio fixed in advance, is to give our Board the flexibility to take into account then-current market conditions
and changes in price of our common stock and to respond to other developments that may be deemed relevant when considering the appropriate
ratio.
Principal Effects of the Reverse Stock Split
A reverse stock split refers to a reduction in
the number of outstanding shares of a class of a corporation’s capital stock, which may be accomplished, as in this case, by reclassifying
and combining all of our outstanding shares of common stock into a proportionately smaller number of shares. For example, if our Board
decides to implement a 1-for-20 reverse stock split of our common stock, then a stockholder holding 10,000 shares
of our common stock before the reverse stock split would instead hold 500 shares of our common stock immediately after
the reverse stock split. The reverse stock split will affect all of our stockholders uniformly and
will not affect any stockholder’s percentage ownership interests in our company or proportionate voting power, except for minor
adjustments due to the additional net share fraction that will need to be issued as a result of the treatment of fractional shares. No
fractional shares will be issued in connection with the reverse stock split. Instead, we will issue one full share of the
post-reverse stock split common stock to any stockholder who would have been entitled to receive a fractional share as
a result of the process.
The principal effect of the reverse stock split will
be that (i) the number of shares of common stock issued and outstanding will be reduced from [46,109,617] shares as of September 13, 2022
to a number of shares between and including one-tenth to one-thirtieth that amount, as the case may be based on the ratio for the reverse stock split as
determined by our Board, and (ii) all outstanding options and warrants entitling the holders thereof to purchase shares of common stock
will enable such holders to purchase, upon exercise of their options or warrants, as applicable, between and including one-tenth to one-
thirtieth of the number of shares of common stock which such holders would have been able to purchase upon exercise of their options or
warrants, as applicable, immediately preceding the reverse stock split at an exercise price equal to between and including
ten to thirty times the exercise price specified before the reverse stock split, resulting in essentially the same aggregate
price being required to be paid therefor upon exercise thereof immediately preceding the reverse stock split, as the case
may be based on the ratio for the reverse stock split as determined by our Board.
The following table, which is for illustrative
purposes only, illustrates the effects of the reverse stock split at certain exchange ratios within the foregoing
range, without giving effect to any adjustments for fractional shares of common stock, on our outstanding shares of common stock and authorized
shares of capital stock as of September 13, 2022.
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Before reverse | | |
After Reverse Split | |
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stock split | | |
1-for-10 | | |
1-for-20 | | |
1-for-30 | |
Common Stock Authorized | |
| 200,000,000 | | |
| 200,000,000 | | |
| 200,000,000 | | |
| 200,000,000 | |
Preferred Stock Authorized | |
| 20,000,000 | | |
| 20,000,000 | | |
| 20,000,000 | | |
| 20,000,000 | |
Common Stock Issued and Outstanding | |
| [46,109,617 | ] | |
| [4,610,962 | ] | |
| [2,305,481 | ] | |
| [1,536,987 | ] |
Common Stock Underlying Options and Warrants | |
| 9,738,673 | | |
| 973,867 | | |
| 486,934 | | |
| 324,622 | |
Common Stock Available for Grant under existing stock equity plans | |
| 6,000,000 | | |
| 600,000 | | |
| 300,000 | | |
| 200,000 | |
Common Stock authorized and unreserved | |
| 138,151,710 | | |
| 193,815,171 | | |
| 196,907,586 | | |
| 197,938,390 | |
The amendment will not change the terms of our
common stock. The shares of new common stock will have the same voting rights and rights to dividends and distributions and will be identical
in all other respects to the common stock now authorized. The common stock issued pursuant to the reverse stock split will
remain fully paid and non-assessable. The reverse stock split is not intended as, and will not have the effect of,
a “going private transaction” covered by Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). We will continue to be subject to the periodic reporting requirements of the Exchange Act.
Accounting Matters
The reverse stock split will
not affect the par value of our common stock. As a result, on the effective date of the reverse stock split, the stated
capital on our balance sheet attributable to the common stock will be reduced to between and including one-tenth to one- thirtieth of
its present amount, as the case may be based on the ratio for the reverse stock split as determined by our Board,
and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share net
loss and net book value of our common stock will be retroactively increased for each period because there will be fewer shares of our
common stock outstanding.
Effect of Authorized but Unissued Shares
The reverse stock split will
have the effect of significantly increasing the number of authorized but unissued shares of common stock. The number of authorized shares
of common stock will not be decreased and will remain at 200,000,000. Because the number of outstanding shares will be reduced as a result
of the reverse stock split, the number of shares available for issuance will be increased. See the table above under the
caption “Principal Effects of the Reverse Stock Split” that shows the number of unreserved shares of common
stock that would be available for issuance at various reverse stock split ratios.
Our Board believes that we will need to raise
additional capital in the ordinary course of business. In addition, we may issue shares to acquire other companies or assets or engage
in business combination transactions. As of the date of this Proxy Statement, we have no specific plans, arrangements or understandings,
whether written or oral, with respect to the increase in shares available for issuance as a result of the reverse stock split.
Potential Anti-Takeover and Dilutive Effects
The purpose of the reverse stock split is
not to establish any barriers to a change of control or acquisition of the Company. However, because the number of authorized shares of
common stock will remain at 200,000,000, this proposal, if adopted and implemented, will result in a relative increase in the number of
authorized but unissued shares of our common stock as compared to the outstanding shares of our common stock and could, under certain
circumstances, have an anti-takeover effect. Shares of common stock that are authorized but unissued provide our Board with flexibility
to effect, among other transactions, public or private financings, mergers, acquisitions, stock dividends, stock splits and the granting
of equity incentive awards. However, these authorized but unissued shares may also be used by our Board, consistent with and subject to
its fiduciary duties, to deter future attempts to gain control of us or make such actions more expensive and less desirable. After implementation
of the proposed amendment, our Board will continue to have authority to issue additional shares from time to time without delay or further
action by the stockholders except as may be required by applicable law or the Nasdaq listing standards, assuming we remain listed on Nasdaq.
Our Board is not aware of any attempt to take control of our business and has not considered the reverse stock split to
be a tool to be utilized as a type of anti-takeover device. We currently have no plans, proposals or arrangements to issue any shares
of common stock that would become newly available for issuance as a result of the reverse stock split.
In addition, if we do issue additional shares
of our common stock, the issuance could have a dilutive effect on earnings per share and the book or market value of the outstanding common
stock, depending on the circumstances, and would likely dilute a stockholder’s percentage voting power. Holders of common stock
are not entitled to preemptive rights or other protections against dilution. Our Board intends to take these factors into account before
authorizing any new issuance of shares.
Certain Risks Associated with the Reverse Stock Split
Before voting on this proposal, you should consider
the following risks associated with the implementation of the reverse stock split:
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Although we expect that the reverse stock split will result in an increase in the market price of our common stock, we cannot assure you that the reverse stock split, if implemented, will increase the market price of our common stock in proportion to the reduction in the number of shares of common stock outstanding or result in a permanent increase in the market price. The effect the reverse stock split may have upon the market price of our common stock cannot be predicted with any certainty, and the history of similar reverse stock splits for companies in similar circumstances to ours is varied. The market price of our common stock is dependent on many factors, including our business and financial performance, general market conditions, prospects for future success and other factors detailed from time to time in the reports we file with the SEC. Accordingly, the total market capitalization of our common stock after the proposed reverse stock split may be lower than the total market capitalization before the proposed reverse stock split and, in the future, the market price of our common stock following the reverse stock split may not exceed or remain higher than the market price prior to the proposed reverse stock split. |
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The reverse stock split may result in some stockholders owning “odd lots” of less than 100 shares of our common stock on a post-split basis. These odd lots may be more difficult to sell, or require greater transaction costs per share to sell, than shares in “round lots” of even multiples of 100 shares. |
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While our Board believes that a higher stock price may help generate investor interest, there can be no assurance that the reverse stock split will result in a per share price that will attract institutional investors or investment funds or that such share price will satisfy the investing guidelines of institutional investors or investment funds. As a result, the trading liquidity of our common stock may not necessarily improve. |
Procedure for Effecting Reverse Stock Split and
Exchange of Stock Certificates
If the reverse stock split is
approved by our stockholders, the reverse stock split would become effective at such time prior to the one-year anniversary
of this Special Meeting as it is deemed by our Board to be in the best interests of the Company and its stockholders and we file the amendment
to our Amended and Restated Articles of Incorporation with the Secretary of State of the State of Nevada. Even if the reverse stock split is
approved by our stockholders, our Board has discretion not to carry out or to delay in carrying out the reverse stock split.
Upon the filing of the amendment, all the old common stock will be converted into new common stock as set forth in the amendment.
As soon as practicable after the effective time of the reverse stock
split, stockholders will be notified that the reverse stock split has been effected. If you hold shares of common stock in a book-entry
or Direct Registration (DRS), your post-split shares of our common stock will be automatically credited electronically in book-entry or
Direct Registration (DRS) form.
Some stockholders hold their shares of common stock in certificate
form or a combination of certificate and book-entry form. Our transfer agent will act as exchange agent for purposes of implementing the
exchange of stock certificates, if applicable. If you are a stockholder holding pre-split shares in certificate form, you will receive
a transmittal letter from our transfer agent as soon as practicable after the effective time of the reverse stock split.
The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-split
shares of our common stock for a statement of holding. When you submit your certificate representing the pre-split shares of our common
stock, your post-split shares of our common stock will be held electronically in book-entry form or in the Direct Registration System,
as applicable. This means that, instead of receiving a new stock certificate, you will receive a statement of holding that indicates the
number of post-split shares you own in book-entry form. We will no longer issue physical stock certificates unless you make a specific
request for a share certificate representing your post-split ownership interest.
Stockholders should not destroy any stock certificate(s)
and should not submit any certificate(s) until requested to do so.
Beginning on the effective time of the reverse stock split,
each certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.
Fractional Shares
No fractional shares will be issued in connection
with the reverse stock split. Instead, we will issue one full share of the post-reverse stock split common
stock to any stockholder who would have been entitled to receive a fractional share as a result of the process. Each common stockholder
will hold the same percentage of the outstanding common stock immediately following the reverse stock split as that
stockholder did immediately prior to the reverse stock split, except for minor adjustment due to the additional net share
fraction that will need to be issued as a result of the treatment of fractional shares.
No Dissenter’s Rights
Under Chapter 78 of the Nevada Revised
Statutes, our stockholders are not entitled to dissenter’s rights with respect to the reverse stock split or
the corresponding amendment to our Amended and Restated Articles of Incorporation to effect the reverse stock split and
we will not independently provide our stockholders with any such right.
U.S. Federal Income Tax Consequences of the Reverse Stock Split
The following is a summary of certain material
U.S. federal income tax consequences of the reverse stock split to the holders of our common stock. It addresses only
stockholders who hold our common stock as capital assets. It does not purport to be complete, does not address all aspects of U.S. federal
income taxation that may be relevant to holders in light of their particular circumstances, does not address U.S. federal estate or gift
taxes, the alternative minimum tax or the Medicare tax on investment income and does not address stockholders subject to special rules,
including without limitation financial institutions, tax-exempt organizations, insurance companies, dealers in securities, foreign stockholders,
stockholders who hold their pre-reverse stock split shares as part of a straddle, hedge or conversion transaction, and
stockholders who acquired their pre-reverse stock split shares pursuant to the exercise of employee stock options or otherwise
as compensation. In addition, this summary does not consider or discuss the tax treatment of partnerships or other pass-through entities
or persons that hold our shares through such entities.
This summary is based on the Internal Revenue
Code of 1986, as amended (the “Code”), regulations, rulings, and decisions in effect on the date hereof, all of which are
subject to change (possibly with retroactive effect) and to differing interpretations. It does not address tax considerations under state,
local, foreign and other laws. This summary is for general information purposes only, and the tax treatment of a stockholder may vary
depending upon the particular facts and circumstances of such stockholder. Each stockholder is urged to consult with such stockholder’s
own tax advisor with respect to the tax consequences of the reverse stock split.
The reverse stock split is
intended to constitute a “recapitalization” within the meaning of Section 368(a)(1)(E) of the Code for U.S. federal
income tax purposes. Assuming that such treatment is correct, the reverse stock split generally will not result
in the recognition of gain or loss for U.S. federal income tax purposes, except potentially with respect to any additional fractions
of a share of our common stock received as a result of the rounding up of any fractional shares that otherwise would be issued, as
discussed below. Subject to the following discussion regarding a stockholder’s receipt of a whole share of our common stock in
lieu of a fractional share, the adjusted basis of the new shares of common stock will be the same as the adjusted basis of the
common stock exchanged for such new shares. The holding period of the new, post-reverse stock split shares of the common stock
resulting from implementation of the reverse stock split will include the stockholder’s respective holding
periods for the pre-reverse stock split shares. Stockholders who acquired their shares of our common stock on
different dates or at different prices should consult their tax advisors regarding the allocation of the tax basis of such shares.
Additional information about the effects of the reverse stock split on the basis of holders of our common stock
will be included in Internal Revenue Service Form 8937, Report of Organizational Actions Affecting Basis of Securities, which we
will post to our website on or before the 45th day following the effective date of the reverse stock split, if
effected.
As described above in “Fractional
Shares,” no fractional shares of our common stock will be issued as a result of the reverse stock split.
Instead, we will issue one (1) full share of the post-reverse stock split common stock to any stockholder who would have
been entitled to receive a fractional share as a result of the process. The U.S. federal income tax consequences of the receipt of
such additional fraction of a share of our common stock are not clear. A stockholder who receives one (1) whole share of our common
stock in lieu of a fractional share may recognize income or gain in an amount not to exceed the excess of the fair market value of
such share over the fair market value of the fractional share to which such stockholder was otherwise entitled. We are not making
any representation as to whether the receipt of one (1) whole share in lieu of a fractional share will result in income or gain to
any stockholder, and stockholders are urged to consult their own tax advisors as to the possible tax consequences of receiving a
whole share in lieu of a fractional share in the reverse stock split.
We have not sought, and will not seek, any ruling
from the Internal Revenue Service or an opinion of tax counsel with respect to the matters discussed herein. The foregoing views are not
binding on the Internal Revenue Service or the courts, and there can be no assurance that the Internal Revenue Service or the courts will
accept the positions expressed above. The state and local tax consequences of a reverse stock split may vary significantly
as to each holder of our common stock, depending upon the state in which such holder resides or does business. Accordingly, each stockholder
should consult with his or her own tax advisor with respect to all of the potential tax consequences to him or her of the reverse stock split.
Vote Required
This Proposal One requires the affirmative (“FOR”)
vote of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Special Meeting and voting affirmatively
or negative on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed
proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and
will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE “FOR” PROPOSAL ONE.
PROPOSAL TWO: ADJOURNMENT
In the event that the number of shares of common
stock present or represented by proxy at the Special Meeting and voting “FOR” the adoption of any one or more of the foregoing
proposals are insufficient to approve any such proposal, we may move to adjourn the Special Meeting in order to enable us to solicit additional
proxies in favor of the adoption of any such proposal. In that event, we will ask stockholders to vote only upon the adjournment proposal
and not on any other proposal discussed in this proxy statement. If the adjournment is for more than thirty (30) days, a notice of the
adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
For the avoidance of doubt, any proxy authorizing
the adjournment of the Special Meeting shall also authorize successive adjournments thereof, at any meeting so adjourned, to the extent
necessary for us to solicit additional proxies in favor of the adoption of any such proposal.
Vote Required
This Proposal Two requires the affirmative (“FOR”)
vote of a majority of votes cast by shares present or represented by proxy and entitled to vote at the Special Meeting and voting affirmatively
or negative on such matter. Unless otherwise instructed on the proxy or unless authority to vote is withheld, shares represented by executed
proxies will be voted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and
will not affect the outcome of this proposal, although they will be counted for purposes of determining whether there is a quorum present.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE “FOR” PROPOSAL TWO.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
Under Rule 13d-3, a beneficial owner of a
security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise
has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power,
which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more
than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed
to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within
60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares
outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition
rights.
The following table sets forth information regarding
the beneficial ownership of our common stock as of the Record Date based on information obtained from the persons named below, with respect
to the beneficial ownership of shares of our common stock, by:
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each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
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each of our executive officers and directors that beneficially owns shares of our common stock; and |
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all our executive officers and directors as a group. |
The percentage ownership information shown in
the table below is based on that there were [46,109,617] shares of common stock outstanding as of the Record Date.
Name and Address of Beneficial Owner (1) | |
Amount and Nature of Beneficial Ownership | | |
Percent of Class | |
Directors and Named Executive Officers | |
| | |
| |
Wei Xu, President and Chairman of the Board | |
| 11,620,184 | | |
| [25.20 | ]% |
Tianxiang Zhu, Chief Operating Officer | |
| 0 | | |
| — | |
Yi Li, Chief Financial Officer | |
| 0 | | |
| — | |
Bibo Lin, Vice President | |
| 1,200,000 | | |
| [2.60 | ]% |
Mingyue Cai, Director | |
| 0 | | |
| — | |
Chengwei Mo, Director | |
| 0 | | |
| — | |
Siyang Hu, Director | |
| 0 | | |
| — | |
Fei Gan, Director | |
| 0 | | |
| — | |
All officers and directors as a group (8 persons): | |
| 12,820,184 | | |
| [27.80 | ]% |
| |
| | | |
| | |
5% Beneficial Owner | |
| | | |
| | |
Yimin Jin | |
| 4,334,705 | | |
| [0.94 | ]% |
(1) |
Unless otherwise noted, the business address of each of the following entities or individuals is No 119 South Zhaojuesi Road, 2nd Floor, Room 1, Chenghua District, Chengdu, Sichuan, China 610047. |
FUTURE STOCKHOLDER PROPOSALS
In order to be included in proxy material for
the 2022 Annual Meeting of Stockholders, stockholder proposals submitted to the Company in compliance with SEC Rule 14a-8 (which
concerns stockholder proposals that are requested to be included in a company’s proxy statement), and director nominees, must have
been received by us at our offices a reasonable time before we begin to print and send the proxy materials in connection with the 2022
Annual Meeting of Stockholders.
With respect to stockholder proposals to be submitted
outside the Rule 14a-8 process for consideration at the 2022 Annual Meeting of Stockholders, if the Company does not receive notice
of any such proposal to be presented at the 2022 Annual Meeting of Stockholders a reasonable time before we send the proxy materials in
connection with the 2022 Annual Meeting of Stockholders, the proxies designated by the Board will have discretionary authority to vote
on any such proposal.
Such stockholder’s notice shall include,
with respect to each matter that the stockholder proposes to bring before the meeting, a brief description of the business desired to
be brought before the 2022 Annual Meeting of Stockholders and the reasons for conducting such business at the 2022 Annual Meeting of Stockholders,
and with respect to each person whom the stockholder proposes to nominate for election as a director, all information relating to such
person, including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director,
that is required under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
OTHER MATTERS
As of the date of this proxy statement, the Board
of Directors has no knowledge of any business which will be presented for consideration at the Special Meeting other than the matters
set forth in this proxy statement. Should any other matters be properly presented, it is intended that the enclosed proxy card will be
voted in accordance with the best judgment of the persons voting the proxies.
EXPENSES AND SOLICITATION
We will bear the costs of printing and mailing
proxies. In addition to soliciting stockholders by mail or through our regular employees, we may request banks, brokers and other custodians,
nominees and fiduciaries to solicit their customers who have shares of our common stock registered in the name of a nominee and, if so,
will reimburse such banks, brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket costs. Solicitation
by our officers and employees may also be made of some stockholders following the original solicitation.
ADDITIONAL INFORMATION
We are subject to the information and reporting
requirements of the Exchange Act, and in accordance therewith, we file periodic reports, documents and other information with the SEC
relating to our business, financial statements and other matters. Such reports and other information may be accessed at www.sec.gov.
You are encouraged to review our Annual Report on Form 10-K, together with any subsequent information we filed or will file with
the SEC and other publicly available information. A copy of any public filing is also available, at no charge, by contacting the Corporate
Secretary, Code Chain New Continent Limited, No 119 South Zhaojuesi Road, 2nd Floor, Room 1, Chenghua District, Chengdu, Sichuan,
China 610047.
REGARDLESS OF WHETHER YOU PLAN TO ATTEND THE
SPECIAL MEETING, PLEASE READ THE PROXY STATEMENT AND THEN VOTE BY INTERNET, OR MAIL AS PROMPTLY AS POSSIBLE TO ENSURE THAT YOUR SHARES
ARE REPRESENTED AT THE SPECIAL MEETING.
ANNEX A
CERTIFICATE OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
CODE CHAIN NEW CONTINENT LIMITED
Code Chain New Continent Limited, a Nevada corporation
(the “Corporation”), does hereby certify that:
FIRST: This Certificate of Amendment amends the
provisions of the Corporation’s Restated and Amended Articles of Incorporation, as amended (the “Articles of Incorporation”).
SECOND: The terms and provisions of this Certificate
of Amendment have been duly adopted in accordance with Section 78.390 of the Nevada Revised Statutes and shall become effective
on [●] (the “Effective Time”).
THIRD: Article 3 of the Articles of Incorporation
is hereby amended in its entirety and replaced with the following:
“The aggregate number
of shares which the Corporation shall have the authority to issue is 200,000,000 shares of Common Stock, $0.0001 par value per share,
and 20,000,000 shares of Preferred Stock, $0.0001 par value per share. All Common Stock of the Corporation shall be of the same class
and shall have the same rights and preferences. The Corporation shall be of the same class and shall have the same rights and preferences.
The Corporation shall have authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations
as determined by the Board of Directors from time to time to issue Preferred Stock in one or more series, and in connection with the creation
of any such series, by resolution or resolutions providing for the issue of the shares thereof, to determine and fix such voting powers,
full or limited, or no voting powers, and such designations, preferences and relative participating, optional or other special rights,
and qualifications, limitations or restrictions thereof, including, without limitation thereof, dividend rights, special voting rights,
conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in such resolutions, all to the
full extent now or hereafter permitted by the Nevada Revised Statutes..
At the Effective Time every
[*] (the “Reverse Split Factor”) outstanding shares of Common Stock shall without further action by the corporation
or the holder thereof be combined into and automatically become one share of Common Stock (the “Reverse Split”); provided, however,
no fractional shares of Common Stock shall be issued in connection with the Reverse Split, and instead, the Corporation shall
issue one full share of post-Reverse Split Common Stock to any stockholder who would have been entitled to receive a fractional
share of Common Stock as a result of the Reverse Split.”
IN WITNESS WHEREOF, the Corporation
has caused this Certificate of Amendment to be signed by its officers thereunto duly authorized this [●] day of [●], 20[●].
* | The Board of Directors will have the discretion to implement
the Reverse Split at any ratio between 1-for-10 and 1-for-30. |
SPECIAL MEETING PROXY CARD
THIS PROXY IS SOLICITATED ON BEHALF OF THE BOARD
OF DIRECTORS
CODE CHAIN NEW CONTINENT LIMITED
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON OCTOBER 18, 2022 LOCAL TIME (OCTOBER 17, 2022 EASTERN TIME)
The undersigned stockholder
of Code Chain New Continent Limited, a Nevada corporation (the “Company”), acknowledges receipt of the Notice of Special Meeting
of Stockholders and Proxy Statement, dated [--], 2022, and hereby constitutes and appoints Wei Xu,
with full power of substitution in him, the proxy of the undersigned to vote with the same force and effect as the undersigned all shares
of the Company’s common stock which the undersigned is entitled to vote at the Special Meeting of Stockholders to be held on October
18, 2022, at 10:00 a.m., local time, (October 17, 2022 at 10:00 p.m. Eastern Time), and at any adjournment or adjournments thereof, hereby revoking
any proxy or proxies heretofore given and ratifying and confirming all that said proxies may do or cause to be done by virtue thereof
with respect to the following matters:
The undersigned hereby instructs
said proxies or their substitutes:
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1. |
to approve an amendment to the Company’s amended and restated articles of incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock, at a split ratio of between 1-for-10 and 1-for-30 as determined by the Board of Directors in its sole discretion, prior to the one-year anniversary of this Special Meeting (“Proposal One”); and |
|
FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
|
2. |
to approve the adjournment of the Special Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal described above. |
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FOR ☐ |
AGAINST ☐ |
ABSTAIN ☐ |
In their discretion, the proxies
are authorized to vote upon such other business as may properly come before the Special Meeting, and any adjournment or adjournments thereof.
Your Internet vote authorizes
the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically
over the Internet must be received by 9:59 p.m., Eastern Time, on October 17, 2022.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED; IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL. IN THEIR DIRECTION, THE PROXIES ARE
ALSO AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
I (we) acknowledge receipt of the Notice of Special
Meeting of Stockholders and the Proxy Statement dated [--], 2022 and ratify all that the proxies, or either of them, or their substitutes
may lawfully do or cause to be done by virtue hereof and revoke all former proxies.
Signature |
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Signature, if held jointly |
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Date __________, 2022 |
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Please sign your name exactly as it appears hereon.
When signing as attorney, executor, administrator, trustee or guardian, please give your full title as it appears hereon. When signing
as joint tenants, all parties in the joint tenancy must sign. When a proxy is given by a corporation, it should be signed by an authorized
officer and the corporate seal affixed. No postage is required if returned in the enclosed envelope.
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