Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 16, 2020,
Mr. Mingze Yin tendered his resignation as a director, the chairman of the Audit Committee, a member of the Compensation Committee
and the Nominating and Corporate Governance Committee of Code Chain New Continent Limited (the “Company”), effective
November 16, 2020. The resignation of Mr. Yin has been approved by the Nominating and Corporate Governance Committee and
the Board of Directors of the Company. Mr. Yin’s resignation was not a result of any disagreement with the Company’s
operations, policies or procedures.
On November 16, 2020,
approved by the Board of Directors, the Nominating and Corporate Governance Committee and
the Compensation Committee, Ms. Yajing Li was appointed as a director of the
Company, chairwoman to the Audit Committee and a member to the Compensation Committee and the Nominating and Corporate Governance Committee,
effective November 16, 2020.
The
Board has determined that Ms. Li is independent within the meaning of Nasdaq Listing Rule 5605(a)(2) and meets the “audit
committee financial expert” standards of the SEC for service on the Audit Committee.
The
biographical information of Ms. Li is set forth below:
Ms.
Yajing Li, age 39, has been the director of real estate investment at Guohua Life Insurance Co., Ltd., an insurance company based
in China since 2010, in charge of the asset management department. Prior to that, Ms. Li worked as a director in charge of accounting
at Shanghai Linli Planning and Architectural Design Co., Ltd. from 2008 to 2009, a director in charge of accounting at Newsky (Canada)
International Consulting Co., Ltd. from 2007 to 2008, and a financial manager at Shanghai Lige Power Engineering Co., Ltd. from
2006 to 2007. Ms. Li received her Bachelor’s degree in finance and economics from School of South-Central University for
Nationalities in China and her Master’s degree in Management from Shanghai University of Finance and Economics.
Ms.
Li does not have a family relationship with any director or executive officer of the Company. Ms. Li has not been involved in any
transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Ms.
Li accepted an offer letter from the Company and agreed to receive an annual compensation of $10,000, effective November 16, 2020.
The offer letter is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibits
10.1.