Business Context and Reporting Period
Company: Code Chain New Continent Limited (Note: Request metadata listed "GD Culture Group Ltd", but the filing identifies the registrant as Code Chain New Continent Limited).
Filing Type: Form 8-K (Current Report)
Date of Report: February 23, 2022
Reporting Period: The report covers the termination of a material definitive agreement executed on February 23, 2022.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, or margins). It discloses specific transaction values related to a terminated asset purchase:
- Original Asset Purchase Price: RMB 106,388,672.43 (approximately US$16,442,109.95).
- Consideration Issued: 7,647,493 shares of common stock (CCNC Shares).
- Share Valuation at Issuance: $2.15 per share.
- Current Status: The transaction has been terminated, and the issued shares are to be cancelled.
Material Changes
The primary material change reported is the termination of the Asset Purchase Agreement originally entered into on July 28, 2021.
- Previous Action: On August 26, 2021, the Company issued 7,647,493 shares to four assignees of the Seller in exchange for digital currency mining machines.
- Current Action: On February 23, 2022, the Company and the Seller entered into a Termination Agreement to cancel the original transaction.
- Consequence: The CCNC Shares issued for the transaction are to be cancelled within 15 business days of the Termination Agreement date.
Guidance, Outlook, and Risks
Management Commentary: The filing states that the parties agreed to terminate the agreement and forfeit the transaction. No forward-looking guidance or outlook regarding future operations is provided in this specific report.
Risks and Contingencies: The filing references the Termination Agreement (Exhibit 10.1) for full details. The immediate contingency is the administrative cancellation of the previously issued shares.
Investor Verification Checklist
- Verify the cancellation of the 7,647,493 CCNC shares within the 15-business-day window following February 23, 2022.
- Review the full text of the Termination Agreement (Exhibit 10.1) for any undisclosed liabilities or conditions.
- Confirm the impact of this termination on the Company's total share count and capitalization.
- Check subsequent filings for any updates regarding the status of the digital currency mining machines (whether they were returned or retained).