What is the difference between holding sharesConsideration Recipients as a stockholder of record and as a beneficial owner?

Stockholder of Record.    If your shares are registered directlydefined in your name with our transfer agent, Continental Stock Transfer & Trust Co., you are considered,“Proposal One” with respect to those shares, the “stockholderProposal One (See “Proposal One — Vote Required”). Each share of record.” This proxy and our 2020 Annual Report have been sent directly to you by us.

Beneficial Owner.    If your shares are held in acommon stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name. This proxy and the 2020 Annual Report have been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares by using the voting instructions included with your proxy materials.

How do I vote my shares?

Stockholders can vote in person at the Meeting or by proxy. There are two ways to vote by proxy:

•        By Internet — You can vote over the Internet by going to www.cstproxyvote.com and following the instructions to vote your shares; or

•        By Mail — You can vote by mail by signing, dating and mailing the enclosed proxy card.

Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 8:59 p.m. (EST) on December 30, 2021. Have your proxy card in hand when you access the website and follow the instructions to vote your shares.

If your shares are held in the name of a bank, broker or other holder of record, you will receive instructions fromentitles the holder of record. You must follow the instructions of the holder of record in order for your shares to be voted. Internet voting also will be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you plan to vote your shares in person at the Meeting, you should contact your broker or agent to obtain a legal proxy or broker’s proxy card and bring it to the Meeting in order toone vote.

If you vote by proxy, the individuals named on the proxy card (your “proxies”) will vote your shares in the manner you indicate. You may specify how your shares should be voted for each of the proposals. If you grant a proxy without indicating your instructions, your shares will be voted as follows:

What constitutes a quorum?

According to the Company’s Bylaws, the presence in person or by proxy of the holders of one-third (1/3rd) of the shares issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of business except as otherwise provided by law. Under Nevada law, an abstaining vote and a broker “non-vote” are counted as present and are, therefore, included for purposes of determining whether a quorum of shares is present at the Meeting.

What is a broker “non-vote” and what is its effect on voting?

If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions, under the rules of various national and regional securities exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares does not have the authority to vote on the matter with respect to those shares. This is generally referred to as a “broker non-vote.”

What is required to approve each item?

•        For Proposal No. 1 (election of directors), each director must be elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the Meeting and entitled to vote thereon. Abstentions and broker non-votes are not counted for purposes of the election of directors.

•        For Proposal No. 2 (the advisory vote on executive compensation), and Proposal No. 3 (the ratification of independent auditor), the affirmative vote of the holders of a majority of the stockholders’ shares present in person or represented by proxy at the meeting and entitled to vote, is required.

•        For any other matters on which stockholders are entitled to vote, the affirmative vote of the holders of a majority of the stockholders’ shares present in person or represented by proxy at the meeting and entitled to vote, is required.

For the purpose of determining whether the stockholders have approved matters other than the election of directors, abstentions are treated as shares present or represented and voting, so abstaining has the same effect as a negative vote. If stockholders hold their shares through a broker, bank or other nominee and do not instruct them how to vote, the broker may have authority to vote the shares for routine matters.

Stockholders may not cumulate votes in the election of directors, which means that each stockholder may vote no more than the number of shares he or she owns for a single director candidate.

Our Bylaws require that, in uncontested elections, each director be elected by the majority of votes cast with respect to such director. This means that the number of shares voted “for” a director nominee must exceed the number of votes “withheld” from that nominee in order for that nominee to be elected. Only votes “for” or “withheld” are counted as votes cast with respect to a director. Abstentions and broker non-votes will have no effect.

How will shares of Common Stock represented by properly executed proxies be voted?

All shares of Common Stock represented by proper proxies will, unless such proxies have previously been revoked, be voted in accordance with the instructions indicated in such proxies. If you do not provide voting instructions, your shares will be voted in accordance with the Board’s recommendations as set forth herein. In addition, if any other matters properly come before the Meeting, the persons named in the enclosed proxy, or their duly appointed substitute acting at the Meeting, will be authorized to vote or otherwise act on those matters in accordance with their judgment.

Can I change my vote or revoke my proxy?

Any stockholder executing a proxy has the power to revoke such proxy at any time prior to its exercise. You may revoke your proxy prior to exercise by:

•        filing with us a written notice of revocation of your proxy,

•        submitting a properly signed proxy card bearing a later date,

•        voting over the Internet, or

•        voting in person at the Meeting.

What does it mean if I receive more than one Proxy?

If your shares are registered under different names or are in more than one account, you may receive more than one set of proxy materials. To ensure that all your shares are voted, please vote through the Internet using each personal identification number you are provided, or complete, sign and date the multiple proxy cards relating to your multiple accounts. We encourage you whenever possible to have all accounts registered in the same name and address. You can accomplish this by contacting our transfer agent, Continental Stock Transfer & Trust Co., at (212) 845-3294.

Who paid for this proxy solicitation?

The cost of preparing, printing, assembling and mailing this proxy statement and other material furnished to stockholders in connection with the solicitation of proxies is borne by us.

How do I learn thePreliminary results of the voting at the annual meeting?

Preliminary results 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:

1.      Approval, for the purpose of complying with the Nasdaq Listing Rule 5635, the issuance of 7,680,000shares of the Company’s common stock pursuant to the Share Purchase Agreement dated April 14, 2022 (“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. However, in accordance with applicable Nasdaq guidance, any votes cast FOR this proposal attributable to the Consideration Recipients as defined in “Proposal One”, will be disregarded for purposes of determining whether this proposal is approved.

DIRECTORS AND EXECUTIVE OFFICERSPROPOSAL ONE — APPROVAL OF THE ISSAUNCE OF SHARES
PURSUANT TO THE SHARE PURCHASE AGREEMENT WITH WEI XU IN ACCODANCE WITH NASDAQ RULE 5635

Information about Directors NomineesBackground

On April 14, 2022, we entered into a Share Purchase Agreement (“Share Purchase Agreement “) with Shanghai Yuanma Food and Executive Officers

The following table and biographical description set forth information with respect to our director nominees and executive officers.

____________

(1)      Member of our Audit Committee

(2)      Member of our Compensation Committee

(3)      Member of our Nominating and Corporate Governance Committee

Business Experience and Directorships

The following describes the backgrounds of the director nominees and executive officers. Our board of directors has determined that (a) other than Messrs. Tingjun Yang, Wei Xu and Bibo Lin, all of our directors are independent directors as defined under the NASDAQ Stock Market’s listing standards governing members of boards of directors, and (b) the members of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee are independent under applicable SEC rules.

Mr. Tingjun Yang

Mr. Tingjun Yang was appointed as the Chief Executive Officer on September 7, 2021. Mr. Yang was the CTO of Phantec BigData Technology, a leading company in big data technology in China, from 2014 to 2017, during which time Mr. Tingjun Yang led his team to independently develop a system of high-performance computing cluster based on GPU parallel processing and the finite element method. Mr. Yang has over 15 years of experience in the design and development in artificial intelligence and big data industry and are knowledgeable in blockchain technology and cloud computing. Mr. Yang specializes in the application of blockchain technology to various sectors. He developed and successfully launched a blockchain-based big data risk control platform for supply chain finance, a blockchain-based corporate financial settlement system, and a blockchain-based Internet of Vehicles platform for freight. Mr. Yang holds a doctor’s degree and a bachelor’s degree from Zhejiang University in Computer Science and Technology in China.

Mr. Wei Xu

Mr. Xu was appointed as a director of our Board on January 24, 2020, as the Chairman of the Board on February 25, 2020 and as the President on October 29, 2020. Mr. Xu is the inventor of QR code patent and the creator of Code Chain interface. He founded and has served as the chairman of the board of director at Lingkong Group, a Chinese company that engages in systems applications and products in data processing, since August 2006. In July 2019, Mr. Xu founded Sichuan Wuge Network Games Co., Ltd., a technology company that combines IoT and e-commerce that is based on ChainCode interface. From July 1994 to July 2006, Mr. Xu was the COO of NEC ITBeverage Management Co., Ltd., the Chinese subsidiary of NEC Japan, a company that provides information technology solutions including but not limited to SAP, SCM and Matrixlink. Mr. Xu received his bachelor’s degree in business administration in China from Fudan University in 1992.

Ms. Yi Li

Ms. Yi Li was appointed as the Chief Financial Officer on April 25, 2019. From 2005 to 2007, Ms. Li served as Financial Accounting of Shanghai Supersharp International Co., Ltd. From 2007 to 2009, Ms. Li served as Finance Officer of the HongKong OneByOne Trading & Accessories Co., Ltd. Ms. Li worked as the Financial Manager at Shanghai Yitex Garment Co., Ltd. from 2010 to 2015. Ms. Li served as the Chief Financial Officer of Shanghai Difeng Group since 2015 till now. Ms. Li received her bachelor’s degree of International Business and MBA from Auckland Institute of Studies.

Mr. Jianan Liang

Mr. Jianan Liang was appointed as the Chief Operating Officer on March 17, 2021. Mr. Liang is the general manager of sales in China of Akamai Information Technology Co., Ltd. Since October 2012, Mr. Liang has been in charge of the business development of Akamai in China in connection with cloud-based acceleration services and security services for global network applications and content distribution for Chinese e-commerce, high-tech and financial services companies’ business development overseas. Mr. Liang has also been the Vice President (Business) of China Soft Power Technology Group Holdings Co., Ltd. since December 2015, where he was in charge of establishing and maintaining partnerships with international operators to provide international submarine cable transmission and cloud infrastructure services, and to help customers expand their businesses based on the Internet. Additionally, Mr. Liang has served as Senior Vice President of Beijing Supply and Marketing Big Data Group since July 2017, where he was responsible for providing the cloud computing technologies required for business’s digital transformation. From October 2010 to October 2012, he served as the head of HP China solution sales, responsible for the sales performance of software products and services of China HP Imaging and Printing Group in China, and formulating sales strategies for Customers provide one-stop services (hardware, software and services). From January 2009 to October 2010, he was the sales and marketing director of Hong Kong Ludao Telecom Co., Ltd., responsible for selecting agent products and formulating sales strategies. From October 2003 to January 2009, he was the general sales manager of Captaris China, responsible for achieving sales performance goals in China, expanding market share, and establishing a pipeline relationship with the company’s global partners in the Chinese market for the first time. From October 2001 to October 2003, Mr. Liang served as a product technical expert for Microsoft China Co., Ltd., where he was responsible for providing product technical pre-sales support to industry customers, including carrying out in-depth solution development and customization.

Mr. Jianan Liang holds a bachelor’s degree in computer science from Harbin Institute of Technology, China. Mr. Liang has also graduated from the China-Europe International Business School (CEIBS) senior executive business management program. Mr. Liang has served as senior sales managers in various renowned companies that are listed in the United States, Canada, China and Hong Kong. With nearly 20 years of experience in sales, technology and team management, Mr. Liang accumulated numerous partners and customer relationships in several government agencies, large state-owned enterprises, local industry leaders and multinational companies, including the world’s leading e-commerce companies, international financial insurance companies, high-tech product manufacturers, instant social APPs and other Internet integrated service providers. He has provided comprehensive products and technical solutions, including but not limited to cloud services, network security, content distribution (CDN), big data analysis, Internet of Things, etc.

Mr. Bibo Lin

Mr. Bibo Lin, Vice President of the Company, was appointed as a director of our Board on March 30, 2021. Mr. Lin is the founder and President of Wuge Network Games Co., Ltd., a PRC company contractually(the “Target” or “Yuan Ma”), and all the shareholders of Yuan Ma (“Consideration Recipients”). Consideration Recipients are Wei Xu, who is the Chief Executive Officer and Chairman of the Board of the Company, and Jiangsu Lingkong Network Joint Stock Co., Ltd. (“Jiangsu Lingkong”), which is controlled by Wei Xu.

Pursuant to the Share Purchase Agreement, we agreed to issue an aggregate of 7,680,000 shares of common stock of the Company (the “CCNC Shares”), valued at $1.00 per share, to the Consideration Recipients, in exchange for Consideration Recipients’ agreement to enter into and to cause Yuan Ma to enter into certain agreements (“VIE Agreements”) with Makesi IoT Technology (Shanghai) Co., Ltd. (“WFOE”), the Company’s indirectly owned subsidiary, to establish a VIE (variable interest entity) structure (the “Acquisition”). Through the VIE Agreements, WFOE will receive the economic benefits of Yuan Ma and, for accounting purposes, the Company will consolidate the financial results of Yuan Ma in the consolidated financial statements under generally accepted accounting principles in the U.S. (U.S. GAAP). The Company has also agreed to hold a special meeting of the stockholders of the Company as soon as possible in connection with the issuance of the CCNC Shares and the closing of the Acquisition is conditioned on such approval of the stockholders of the Company.

Additionally, on April 14, 2022, Wei Xu and Jiangsu Lingkong entered into an assignment agreement (the “Assignment Agreement”) under which, for nominal consideration, Jiangsu Lingkong assigned to Wei Xu its right to receive 3,271,680 shares of CCNC’s common stock issuable by the Company to Jiangsu Lingkong under the Share Purchase Agreement. As a result, Wei Xu will receive all the CCNC Shares issuable under the Share Purchase Agreement.

The CCNC Shares, if issued, will be restricted securities (as such term is defined for purposes of Rule 144 under the Securities Act of 1933, as amended). If and to the extent we issue any CCNC Shares, such shares will be the same class of common stock that develops gameswe have listed on Nasdaq under the trading symbol “CCNC.” Any issuance of the CCNC Shares will dilute the beneficial ownership of all of our current stockholders.

On April 14, 2022, we filed a Current Report on Form 8-K (“Form 8-K”) with the SEC regarding the terms of the Share Purchase Agreement. Please see the Form 8-K for a further description of the Acquisition.

Why We Are Seeking Stockholder Approval

Our common stock is listed on the Nasdaq Capital Market and combines IoT and ewe are subject to the Nasdaq Listing Rules. Pursuant to Nasdaq Listing Rule 5635(a)(2), when a Nasdaq-commerce-listed based on ChainCode interface. Mr. Lincompany proposes to issue securities in connection with the acquisition of the stock or assets of another company, stockholder approval is required if any director, officer or substantial stockholder of such company has extensive experiencea 5% or greater interest, directly or indirectly, in information technology and Blockchain technology. From September 2018such company or the assets to May 2019, Mr. Lin was the CEO of Chengdu Yuan Malian Technology Co., Ltd., a PRC company that engaged in technical support of Internet of Things. From December 2017 to July 2018, Mr. Lin was the CEO of Sichuan Hongming Technology Development Co., Ltd., a PRC company that engagedbe acquired or in the developmentconsideration to be paid in the transaction or series of related transactions and maintenancethe present or potential issuance of Internetcommon stock (or securities convertible into or exercisable for common stock) could result in an increase in outstanding shares of common stock or voting power of 5% or more. Nasdaq Listing Rule 5635(e)(3) defines a substantial stockholder as the holder of an interest of 5% or more of either the number of shares of common stock or the voting power outstanding of a Nasdaq-listed company.

In addition, Nasdaq Listing Rule 5635(b) requires stockholder approval prior to the issuance of securities when the issuance or potential issuance will result in a “change of control” of the company. This rule does not define when a change in control of a company may be deemed to occur; however, Nasdaq suggests in its guidance that a change of control would occur, subject to certain limited exceptions, if after a transaction a person or entity will hold 20% or more of the outstanding shares of common stock or voting power of an issuer and such ownership or voting power of an issuer would represent the largest ownership position in the issuer. Our stockholders should note that a “change of control” for purposes of Nasdaq Listing Rule 5635(b) applies only with respect to the application software. From February 2015of such rule and does not constitute a “change of control” for purposes of Nevada law, our organizational documents, U.S. income tax laws or any other purpose.

Mr. Mingyue Caisatisfy the requirements of Nasdaq Listing Rule 5635(a)(2) and 5635(b) with respect to the issuance of CCNC Shares to Wei Xu.

Mr. Wang was appointed as an independent directorWe are not seeking stockholder approval of our Board on February 25, 2020. Mr. Cai has beenentry into the Vice President at Yitu Safety Technology (Shenzhen) Co., Ltd., a PRC company engages in artificial intelligence development and application. From November 2009 to August 2017, he was an administrative director at Rugao Port Group Co., Ltd., a PRC company that focuses on port logistics, industrial park construction and timber, coal and ore trade. From June 2004 to October 2009, Mr. Cai worked as a manager at Shanghai Rishan Environmental Protection Technology Co., Ltd., a PRC company that distribute and retail environmentally friendly cleaning products. Mr. Cai has a bachelor’s degree in administrative management.

Mr. Chengwei Mo

Mr. Chengwei Mo was appointed as an independent directorShare Purchase Agreement or of the Acquisition. We already entered into the Share Purchase Agreement. The failure of our Board on March 30, 2021. Mr. Mo isstockholders to approve this proposal will not negate the headexisting terms of Greater China Region at Hong Kong Intellectual Property Exchange Ltd. Mr. Chengwei Mo has more than 20 years of experience as a finance executive. He was CEO of Beijing Wenjinsuo Internet Information Services Limited from 2017the Share Purchase Agreement or any other documents relating to 2019, priorthe Acquisition, although if our stockholders do not approve this proposal, we will not be able close the Acquisition due to which he was the General Manager of Beijing Zhongtianyichuang Investment Management Limited. He also served as the accounting manager of Yichuang Yingshi Investment Management (Beijing) Limited and a several other information technology companies. Mr. Mo holds a master’s degree in business management from Chinese Academy of Sciences and a bachelor’s degree in automatic engineering from Wuhan Technology University.Nasdaq Listing Rule 5635.

Mr. Fei GanVoting Exclusion Statement

Mr. Fei Gan was appointed as an independent directorAny votes cast FOR this proposal attributable to any of ourthe shares issued to the Consideration Recipients will be disregarded for purposes of determining whether this proposal is approved.

Effect of the Proposal One on Current Stockholders

If this Proposal One is adopted at the Special Meeting, we will issue 7,680,000 shares of the Company’s common stock to the Consideration Recipients, and pursuant to the Assignment Agreement, Wei Xu, the Chief Executive Officer and Chairman of the Board on February 11, 2021. Mr. Gan isof the co-founder of Silverstone Investment, a top financial quantitative trading company. Mr. Gan has been engagedCompany, will receive all 7,680,000 shares, and such issuance will result in the financial technologychange of control of the Company.

The issuance of common stock will result in dilution to our stockholders and big data industry for more than ten yearswould afford our stockholders a smaller percentage interest in our voting power, liquidation value and has held senior management positions in many companies. He has served as the vice presidentaggregate book value.

Interests of Silverstone Investment since 2008, the CEO of Shenzhen Columbus Data Technology Co., Ltd. since 2017Directors and the CEO of Hefei Bitu Technology Co., Ltd. since 2020.

Mr. Siyang HuExecutive Officers

Mr. Siyang Hu was appointed as an independent director of our Board on September 2, 2021. Mr. HuThe CCNC Shares will be issued to Wei Xu, who is the Chief OperatingExecutive Officer, President and Chairman of Highsharp, an electronics company in China. Mr. Hu has been engagedthe Board of the Company. Other than that, our directors and executive officers have no substantial interests, directly or indirectly, in the electrical engineer and semi-conductor technology for more than ten years and has held senior management positionsmatters set forth in many companies. He has served as the Chief Operating Officer of Highsharp since 2016 and sales manager at Samsung (Shanghai) between 2008 and 2010. His responsibilities at Highsharp include the day-to-day management of the Shenzhen branch, market survey of client needs, supplier development and maintenance and product manufacturing.

CORPORATE GOVERNANCE

Our current corporate governance practices and policies are designed to promote stockholder value and we are committedthis proposal except to the highest standardsextent of corporate ethicstheir ownership of shares of our common stock.

Vote Required

This proposal requires the affirmative (“FOR”) vote of a majority of votes cast by shares present or represented by proxy and diligent compliance with financial accountingentitled to vote at the Special Meeting and reporting rules. Our Board provides independent leadership invoting affirmatively or negatively on such matter. However, any votes cast FOR this proposal attributable to the exerciseConsideration Recipients, will be disregarded for purposes of its responsibilities. Our management oversees a system of internal controls and compliance with corporate policies and applicable laws and regulations, and our employees operate in a climate of responsibility, candor and integrity.

Corporate Governance Guidelines

We and our Board are committed to high standards of corporate governance as an important component in building and maintaining stockholder value. Todetermining whether this end, we regularly review our corporate governance policies and practices to ensure that they are consistent with the high standards of other companies. We also closely monitor guidance issued or proposed by the SEC and the provisions of the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as the emerging best practices of other companies. The current corporate governance guidelines are availableproposal is approved. Unless otherwise instructed on the Company’s website proxy or unless authority to vote is withheld, shares represented by executed proxies will be voted “FOR” this proposal. Any abstentions or broker nonwww.ccnctech.com-votes. Printed copies, if any, will not be counted as votes cast and will not affect the outcome of our corporate governance guidelines maythis Nasdaq Proposal, although they will be obtained, without 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.counted for purposes of determining whether there is a quorum present.

The Board and CommitteesRecommendation of the Board

The Company is governed byTHE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” PROPOSAL ONE.

with respect to the independence of Audit Committee members. The Nasdaq listing standards define an “independent director” generally as a person, other than an officer of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment. Four of our directors, Mr. Mingyue Cai, Mr. Chengwei Mo, Mr. Fei Gan, and Mr. Siyang Hu are “independent” as that term is defined by Nasdaq Rule 4200(a)(15); accordingly, we satisfy the “independent director” requirements, which requires that a majority of a company’s directors be independent.

Audit Committee

Our Audit Committee currently consists of Mr. Mingyue Cai, Mr. Chengwei Mo, Mr. Fei Gan, and Mr. Siyang Hu, with Mr. Chengwei Mo serving as the chairman of the Audit Committee. We believe that each of these individuals qualify as independent directors according to the rules and regulations of the SEC with respect to audit committee membership. We also believe that Mr. Chengwei Mo qualifies as our “audit committee financial expert,” as such term is defined in Item 401(h) of Regulation S-K. Our board of directors has adopted a written charter for the Audit Committee, which is attached as an exhibit to this Report.

The audit committee’s duties, which are specified in our Audit Committee Charter, include, but are not limited to:

•        reviewing and discussing with management and the independent auditor our annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 10-K;

•        discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements;

•        discussing with management major risk assessment and risk management policies;

•        monitoring the independence of the independent auditor;

•        verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law;

•        reviewing and approving all related-party transactions;

•        inquiring and discussing with management our compliance with applicable laws and regulations;

•        pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed;

•        appointing or replacing the independent auditor;

•        determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

•        establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and

Compensation Committee

Our Compensation Committee currently consists of Mr. Mingyue Cai, Mr. Chengwei Mo, Mr. Fei Gan, and Mr. Siyang Hu, with Mr. Mingyue Cai serving as the chairman of the Compensation Committee. We anticipate that each of the members of our Compensation Committee will be independent under the applicable NASDAQ listing standards. Our board of directors has adopted a written charter for the Compensation Committee, which is attached as an exhibit to this Report.

The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but not limited to:

•        reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

•        reviewing and approving the compensation of all of our other executive officers;

•        reviewing our executive compensation policies and plans;

•        implementing and administering our incentive compensation equity-based remuneration plans;

•        assisting management in complying with our proxy statement and annual report disclosure requirements;

•        approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

•        producing a report on executive compensation to be included in our annual proxy statement; and

•        reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Corporate Governance and Nominating Committee

Our Corporate Governance and Nominating Committee will be responsible for, among other matters: (1) identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; (2) overseeing the organization of our board of directors to discharge the board’s duties and responsibilities properly and efficiently; (3) identifying best practices and recommending corporate governance principles; and (4) developing and recommending to our board of directors a set of corporate governance guidelines and principles applicable to us.

Our Corporate Governance and Nominating Committee currently consists of Mr. Mingyue Cai, Mr. Chengwei Mo, Mr. Fei Gan, and Mr. Siyang Hu, with Mr. Fei Gan serving as the chairman of the Corporate Governance and Nominating Committee. We anticipate that each of the members of our Corporate Governance and Nominating Committee will be independent under the applicable NASDAQ listing standards. Our board of directors has adopted a written charter for the Corporate Governance and Nominating Committee, which is available on our corporate website at www.ccnctech.com.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation committeeadoption of any entity that has one or more executive officers serving on our board of directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our officers, directors and persons who beneficially own more than ten percent of our Common Stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of such Forms, we believe that during the year ended December 31, 2020 there were no delinquent filers.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our employees, including our chief executive officer, chief financial officer and principal accounting officer. Our Code of Ethics is available on our corporate website at www.ccnctech.com. If we amend or grant a waiver of one or more of the provisionsforegoing 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 our Codethe adoption of Ethics,any such proposal. In that event, we intendwill ask stockholders to satisfyvote only upon the requirements under Item 5.05adjournment 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 Form 8-K regarding the disclosureadjourned meeting shall be given to each stockholder of amendmentsrecord entitled to or waivers from provisions of our Code of Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer by posting the required information on our websitevote at the above address.meeting.

Board meetings in 2020Vote Required

Our Board acted 11 times by unanimous written consent in lieuThis Proposal Two requires the affirmative (“FOR”) vote of a meeting duringmajority of votes cast by shares present or represented by proxy and entitled to vote at the fiscal year ended December 31, 2020. The Audit Committee acted 2 timesSpecial 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 unanimous written consent during the fiscal year ended December 31, 2020. The Compensation Committee acted 3 times by unanimous written consent during the fiscal year ended December 31, 2020. The Nomination Committee acted 4 times by unanimous written consent during the fiscal year ended December 31, 2020. Each incumbent director attended all of the meetings of the Board of Directors and of the standing committees of which he or she was a member during 2020. The Board invites, but does not require, directors to attend the annual meeting of shareholders.

Stockholder Communication with the Board of Directors.

Stockholders may communicate with the Board, including non-management directors, by sending a letter to our board of directors, c/o Corporate Secretary, Code Chain New Continent Limited, No. 119 South Zhaojuesi Road, 2nd Floor, Room 1, Chenghua District, Chengdu, Sichuan, China 610047 for submission to the board or committee or to any specific director to whom the correspondence is directed. Stockholders communicating through this means should include with the correspondence evidence, such as documentation from a brokerage firm, that the sender is a current record or beneficial stockholder of the Company. All communications received as set forth aboveexecuted proxies will be opened byvoted “FOR” this proposal. Abstentions or broker non-votes, if any, will not be counted as votes cast and will not affect the Corporate Secretary or his designeeoutcome of this proposal, although they will be counted for the sole purposepurposes of determining whether the contents containthere is a message to one or more of our directors. Any contents that are not advertising materials, promotions of a product or service, patently offensive materials or matters deemed, using reasonable judgment, inappropriate for the Board will be forwarded promptly to the chairmanquorum present.

Recommendation of the Board the appropriate committee or the specific director, as applicable.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” PROPOSAL TWO.

EXECUTIVE COMPENSATION

The following table provides disclosure concerning all compensation paid for services to CCNC in all capacities for our fiscal years ended December 31, 2020 and 2019 provided by (i) each person serving as our principal executive officer (“PEO”), (ii) each person serving as our principal financial officer (“PFO”) and (iii) our two most highly compensated executive officers other than our PEO and PFO whose total compensation exceeded $100,000 (collectively with the PEO, referred to as the “named executive officers” in this Executive Compensation section).

Summary Compensation Table

Director Compensation

The following table represents compensation earned by our non-executive directors in 2020.

PROPOSAL 1

ELECTION OF DIRECTORS

The Board of Directors is responsible for establishing broad corporate policies and monitoring the overall performance of the Company. It selects the Company’s executive officers, delegates authorityproxy material for the conduct of the Company’s day-to-day operations to those officers, and monitors their performance. Members of the Board keep themselves informed of the Company’s business by participating in Board and Committee meetings, by reviewing analyses and reports, and through discussions with the Chairman and other officers.

See “Governance and Nominating Committee” above for a discussion of the process for selecting directors.

There are currently seven directors serving on the Board. At the Meeting, seven directors will be elected. The individuals who have been nominated for election to the Board at the Meeting are listed in the table below. Each of the nominees is a current director of the Company.

If, as a result of circumstances not now known or foreseen, any of the nominees is unavailable to serve as a nominee for director at the time of the Meeting, the holders of the proxies solicited by this Proxy Statement may vote those proxies either (i) for the election of a substitute nominee who will be designated by the proxy holders or by the present Board or (ii) for the balance of the nominees, leaving a vacancy. Alternatively, the size of the Board may be reduced accordingly. The Board has no reason to believe that any of the nominees will be unwilling or unable to serve, if elected as a Director. The seven nominees for election as directors are uncontested. In uncontested elections, directors are elected by plurality of the votes cast at the meeting. Proxies submitted on the accompanying proxy card will be voted for the election of the nominees listed below, unless the proxy card is marked otherwise.

NOMINEES

The names, the positions with the Company and the ages as of the Record Date of the individuals who are our nominees for election as directors are:

Director Qualifications — General

Directors are responsible for overseeing the Company’s business consistent with their fiduciary duty to shareowners. This significant responsibility requires highly-skilled individuals with various qualities, attributes and professional experience. The Board believes that there are general requirements for service on the Company’s Board of Directors that are applicable to all directors and that there are other skills and experience that should be represented on the Board as a whole but not necessarily by each director. The Board and the Governance and Nominating Committee of the Board consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs.

Summary of Qualifications of Nominees for Director

Set forth below is a summary of some of the specific qualifications, attributes, skills and experiences of our directors which we believe qualify them to serve on our Board. For more detailed information, please refer to the biographical information for each director set forth in Directors and Executive Officers on page 6.

Tingjun Yang.    Mr. Yang has over 15 years of experience in the design and development in artificial intelligence and big data industry and are knowledgeable in blockchain technology and cloud computing. He was the CTO of Phantec BigData Technology, a leading company in big data technology in China, from 2014 to 2017. We believe Mr. Yang is well-qualified to serve as a member of our board due to his in-depth knowledge and experience in the artificial intelligence and big data industry and his experience in management.

Wei Xu.    Mr. Xu is the inventor or QR code patent and the creator of Code Chain interface. Mr. Xu has an extensive managerial experience and has a proven track record of success as a team leader. We believe Mr. Xy is well-qualified to serve as a member of our board due to his extensive business and management experience and familiarity of our business.

Bibo Lin.    Mr. Lin has extensive experience in information technology and Blockchain technology. He has consistently held managerial position since 2014. We believe Mr. Lin is well-qualified to serve as a member of our board because of his knowledge of the Blockchain technology and his experience in management.

Mingyue Cai.    Mr. Cai brings to the Board extensive experience in artificial intelligence development and application. We believe Mr. Cai is well-qualified to serve as a member of our board due to his experience in the technology industry.

Chengwei Mo.    Mr. Chengwei Mo has more than 20 years of experience as a finance executive. We believe Mr. Mo is well-qualified to serve as a member of our board due to his experience in finance and management.

Fei Gan.    Mr. Gan has been engaged in the financial technology and big data industry for more than ten years and has held senior management positions in many companies. We believe Mr. Gan is well-qualified to serve as a member of our board because of his extensive knowledge and experience in financial technology and big data industry.

Siyang Hu.    Mr. Hu has been engaged in the electrical engineer and semi-conductor technology for more than ten years and has held senior management positions in many companies. We believe Mr. Hu is well-qualified to serve as a member of our board due to his familiarity with electrical engineer and semi-conductor technology.

General Information

For information as to the shares of the Common Stock held by each nominee, see “Security Ownership of Certain Beneficial Owners and Management,” above.

See “Directors and Executive Officers” above for biographical summaries for each of our director nominees.

All directors will hold office for the terms indicated, or until their earlier death, resignation, removal or disqualification, and until their respective successors are duly elected and qualified. There are no arrangements or understandings between any of the nominees, directors or executive officers and any other person pursuant to which any of our nominees, directors or executive officers have been selected for their respective positions. No nominee, member of the Board of Directors or executive officer is related to any other nominee, member of the Board of Directors or executive officer.

Vote Required and Board of Directors’ Recommendation

Proposal No. 1 will be approved if a plurality of the total votes properly cast in person or by proxy at the Meeting by the holders of Common Stock vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE ALL OF YOUR SHARES “FOR” THE ELECTION TO THE BOARD OF ALL OF THE NOMINEES DESCRIBED IN THIS PROPOSAL NO. 1.

PROPOSAL 2

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (known as the Dodd-Frank Act), provides that a public company’s proxy statement in connection with the Company’s annual meeting of stockholders must allow stockholders to cast an advisory, nonbinding vote regarding the compensation of our named executive officers as disclosed in accordance with the SEC’s rules.

Our compensation programs are designed to attract, motivate and retain highly qualified executives and seek to foster a performance-oriented culture, where individual performance is aligned with organizational objectives. For additional information on our executive compensation programs, including specific information about compensation paid by us in 2020, please read the information set forth in the “Executive Compensation” section above on page 13, including the tables and descriptions.

At the Meeting, we will ask our stockholders to approve our named executive officer compensation for 2020 as described in this proxy statement. This Proposal, referred to as a “Say-on-Pay Proposal,” provides our stockholders with the opportunity to express their views on our named executive officers’ compensation. Accordingly, we will present the following advisory Say-on-Pay Proposal at the meeting for stockholder approval:

“RESOLVED, that, the compensation paid to our Company’s named executive officers in 2020, as disclosed in this proxy statement for the Company’s 20212022 Annual Meeting of Stockholders, in lieu of the annual meeting pursuantstockholder proposals submitted to the compensation disclosure rules of the U.S. Securities and Exchange Commission, including the compensation tables and related narrative disclosure, is hereby approved.”

This say-on-pay vote is advisory, and therefore not binding on our Company the Compensation Committee or our Board. However, the Compensation Committee intends to review the results of the advisory vote and will be cognizant of the feedback received from the voting results as it completes its annual review and engages in the compensation planning process.

Vote Required and Board of Directors’ Recommendation

Proposal No. 2 will be approved if a majority of the total votes properly cast in person or by proxy at the Meeting by the holders of Common Stock vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote. Unless marked to the contrary, the shares represented by the enclosed proxy card will be voted “FOR” on this Proposal No. 2.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION IN PROPOSAL NO. 2.

PROPOSAL 3

RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS

The Audit Committee has selected WWC. P.C. (“WWC”) to serve as the independent registered public accounting firm of the Company to audit our financial statements as of December 31, 2021 and for the fiscal year then ending.

We are asking our stockholders to approve and ratify the appointment of WWC as our independent registered public accounting firm to audit our financial statements for the fiscal year ended December 31, 2021. Although ratification is not required by our bylaws or otherwise, the Board is submitting the appointment of WWC to our stockholders for approval and ratification as a matter of good corporate practice. In the event our stockholders fail to approve and ratify the appointment, the Audit Committee may reconsider this appointment. Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent audit firm at any time during the year if it is determined that such change would be in best interests of the Company and its stockholders.

Representatives of WWC will be available via teleconference during the Meeting, at which time they may make any statement they consider appropriate and will respond to appropriate questions raised at the Meeting.

During the two most recent fiscal years, the Company has not consultedcompliance with WWC regarding (1) any matter that was the subject of a disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, or (2) any matter that was the subject of a disagreement or a reportable event described in Items 304(a)(1)(iv) or (v), respectively, of Regulation S-K.

Independent Registered Public Accounting Firm’s Fees

The following is a summary of fees paid or to be paid to WWC for services rendered.

Audit Fees.    Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by WWC in connection with regulatory filings. The aggregate fees billed or to be billed by WWC for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC For the year ended December 31, 2020 and 2019 totaled $225,000 and $250,000, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees.    Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. During the year ended December 31, 2020, we did not pay WWC for consultations concerning financial accounting and reporting standards.

Tax Fees.    We paid WWC $5,000 for preparation of our 2019 US Income Tax Returns in 2020.

All Other Fees.    We did not pay WWC for other services for the year ended December 31, 2020 and 2019.

Pre-Approval Policies and Procedures

Under the Sarbanes-Oxley Act of 2002, all audit and non-audit services performed by our auditors must be approved in advance by our Board to assure that such services do not impair the auditors’ independence from us.

Vote Required and Board of Directors’ Recommendation

Proposal No. 3 will be approved if a majority of the total votes properly cast in person or by proxy at the Meeting by the holders of Common Stock vote “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote. Unless marked to the contrary, the shares represented by the enclosed proxy card will be voted “FOR” on this Proposal No. 3.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RATIFICATION OF
SELECTION OF INDEPENDENT AUDITORS DESCRIBED IN PROPOSAL NO. 3.

STOCKHOLDER PROPOSALS FOR THE MEETING

If you wish to have a proposal included in our proxy statement for next year’s annual meeting in accordance with Rule 14a-8 under the Exchange Act, your proposal(which concerns stockholder proposals that are requested to be included in a company’s proxy statement), and director nominees, must behave been received by the Corporate Secretary of Code Chain New Continent Limited, No. 119 South Zhaojuesi Road, 2nd Floor, Room 1, Chenghua District, Chengdu, Sichuan, China 610047:

•        Not later than January 31, 2022; or

•        If the date of next year’s annual meeting is moved more than 30 days before or after the anniversary date of this year’s annual meeting, the deadline for inclusion of proposals inus at our proxy statement is instead 120 daysoffices a reasonable time before we begin to print and mail oursend the proxy materials for next year’s meeting.in connection with the 2022 Annual Meeting of Stockholders.

A proposal which is received after that date or which otherwise failsWith respect to meet the requirements for stockholder proposals establishedto 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 SECBoard will nothave 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 included. The submissionbrought 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 stockholder proposal does not guarantee that it will be includeddirector, all information relating to such person, including such person’s written consent to being named in the proxy statement.

2020 ANNUAL REPORT

We will provide without chargestatement as a nominee and to each person solicited by this Proxy Statement, onserving as a director, that is required under the written requestSecurities Exchange Act of such person, a copy of our Form 10-K for the year ended December 31, 20201934, as amended (the “2020 Annual Report”“Exchange Act”), including the financial statements and financial statement schedules, as filed with the SEC for our most recent fiscal year. Such written requests should be directed to contacting the Corporate Secretary, Code Chain New Continent Limited, No. 119 South Zhaojuesi Road, 2nd Floor, Room 1, Chenghua District, Chengdu, Sichuan, China 610047. A copy of our 2020 Annual Report is also made available on our website www.ccnctech.com.

OTHER MATTERS

As of the date of this Proxy Statement,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 election of directors and the ratification of the appointment of the accountants of the Company.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.