Code Chain New Continent Limited filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 29, 2023, GD Culture Group Limited (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”) at 22F - 810 Seventh Avenue, New York, NY 10019. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 1,584,996 shares of the common stock, representing approximately 35% of the 4,483,643 shares of common stock issued and outstanding as of the record date of November 16, 2023, and therefore constituting a quorum. At the Annual Meeting, the following proposals were voted on:
| 1. | Election of the following persons as Directors of the Company. |
| FOR | AGAINST | ABSTAIN | Broker Non-Vote | |||||
| Xiao Jian Wang | 176,321 | 3,969 | 2,953 | 1,401,753 | ||||
| Shuang Zhang | 176,047 | 4,244 | 2,952 | 1,401,753 | ||||
| Mingyue Cai | 175,145 | 5,146 | 2,952 | 1,401,753 | ||||
| Yi Zhong | 142,409 | 37,963 | 2,871 | 1,401,753 | ||||
| Shuaiheng Zhang | 142,376 | 37,997 | 2,870 | 1,401,753 |
According to Nevada Revised Statutes (NRS) 78.330 and the bylaw of the Company, directors of the Company shall be elected at the annual meeting of the stockholders by a plurality of the votes cast at the election. The proxy statement erroneous stated that the directors shall be elected by the affirmative vote of the holders of a majority of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. According to NRS 78.340, “[if] the directors shall not be elected on the day designated for the purpose, the corporation shall not for that reason be dissolved; but every director shall continue to hold office and discharge the duties of a director until a successor has been elected.” Therefore, every director shall continue to hold office until a successor has been elected. The company plans to hold a special meeting of stockholders to re-elect the directors.
| 2. | Ratification of HTL International, LLC to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023. |
| FOR | AGAINST | ABSTAIN | ||
| 1,577,011 | 2,889 | 5,096 |
Accordingly, HTL International, LLC has been ratified to serve as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 29, 2023 | GD Culture Group Limited | |
| By: | /s/ Xiao Jian Wang | |
| Name: | Xiao Jian Wang | |
| Title: | Chief Executive Officer, President and Chairman of the Board | |
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