---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-22-056991"
form_type: "8-K"
ticker: "GDC"
cik: "0001641398"
company_name: "GD Culture Group Ltd"
filed_at: "2022-09-19T23:59:59+00:00"
generated_at: "2026-06-23T08:50:06.051147+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# CCNC to issue 9M shares at $0.25 to acquire Shanghai Highlight Media via VIE; directors replaced

## Summary
- Issuing 9,000,000 shares at $0.25/share to shareholders of Shanghai Highlight Media for VIE control.
- Sellers: Hongxiang Yu (6.3M shares) and Shuang Zhang (2.7M shares); closing subject to shareholder and regulatory approvals.
- Directors Fei Gan and Siyang Hu resigned Sept 15, 2022; no disagreement cited.
- Junhong He and Jing Zhang appointed as directors; each receives $10,000 annual compensation.
- VIE structure consolidates Target's financials; Target pays 100% of after-tax net income as service fees.

## SEC filing metadata
- accession: 0001213900-22-056991
- form_type: 8-K
- ticker: GDC
- cik: 0001641398
- company_name: GD Culture Group Ltd
- filed_at: 2022-09-19T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1641398/000121390022056991/0001213900-22-056991-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1641398/000121390022056991/ea165986-8k_codechain.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-22-056991
- JSON: https://secwatch.observer/filing/0001213900-22-056991.json
- Plain text: https://secwatch.observer/filing/0001213900-22-056991.txt

## Key facts
- Executive change
  Junhong He was appointed as Director at GD Culture Group Ltd.
  - Action: appointed
  - Role: Director
  source text: Ms. Junhong He was appointed as a director and the chairman of the Nominating and Corporate Governance Committee, a member of the Compensation Committee, and a member of the Audit Committee of the Company, effective September 15, 2022
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641398/000121390022056991/0001213900-22-056991-index.htm
- Executive change
  Siyang Hu resigned as Director at GD Culture Group Ltd.
  - Action: resigned
  - Role: Director
  source text: On September 15, 2022, Mr. Siyang Hu tendered his resignation as a director and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective September 15, 2022.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641398/000121390022056991/0001213900-22-056991-index.htm
- Executive change
  Fei Gan resigned as Director at GD Culture Group Ltd.
  - Action: resigned
  - Role: Director
  source text: On September 15, 2022, Mr. Fei Gan tendered his resignation as a director, the chairman of the Nominating and Corporate Governance Committee, a member of the Compensation Committee, and a member of the Audit Committee of the Company, effective September 15, 2022.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641398/000121390022056991/0001213900-22-056991-index.htm
- Executive change
  Jing Zhang was appointed as Director at GD Culture Group Ltd.
  - Action: appointed
  - Role: Director
  source text: Ms. Jing Zhang was appointed as a director and a member of the Nominating and Corporate Governance Committee, the Compensation Committee, and the Audit Committee of the Company, effective September 15, 2022
  evidence_url: https://www.sec.gov/Archives/edgar/data/1641398/000121390022056991/0001213900-22-056991-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.