Statistiche di base
| CIK | 1776067 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Oriental Culture Holding LTD
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| June 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1310, Tower B, Harbour View Building Eastern District, Hong Kong (Address of principal executive office) Indicate |
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| May 27, 2025 |
Exhibit 99.1 Oriental Culture Holding LTD. May 27, 2025 Dear Stockholder: You are cordially invited to attend the 2025 Extraordinary General Meeting (the “Extraordinary Meeting”) of Stockholders of Oriental Culture Holding LTD. (the “Company”) to be held at 4F, Building 30, Phase 1, Jiangsu Software Park, Xuanwu District, Nanjing City, Jiangsu Province, China, on June 27, 2025, at 10:00 a.m. local |
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| May 27, 2025 |
Exhibit 99.2 VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log - on using the below control number. Voting will be open until 11:59 pm EDT on June 25, 2025. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and return it to [email protected] VOTE BY MAIL Mark, sign and date your proxy card and return it in the envelope we have provided. V |
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| May 27, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1310, Tower B, Harbour View Building Eastern District, Hong Kong (Address of principal executive office) Indicate |
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| May 15, 2025 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Lijuan Ding, certify that: 1. I have reviewed this annual report on Form 20-F of Oriental Culture Holding LTD. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the |
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| May 15, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-26278) and on Form F-3 (File Nos. 333-262398 and 333-283631) of our report dated May 14, 2025, with respect to the consolidated financial statements of Oriental Culture Holding LTD., which appears in this Annual Report on |
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| May 15, 2025 |
Exhibit 4.37 Employment Agreement Party A (Employer) Company name: Oriental Culture Holding LTD Representative: Yi Shao Party B (Employee) Name: Aimin Kong Identity card number: 320104196912261215 Now hereby employ Mr. Aimin Kong, the founder of Oriental Culture Holding LTD (“OCG”), who has many years of extensive experience in management, as the Chief Operating Officer (“COO”) of OCG, in order to |
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| May 15, 2025 |
Exhibit 4.39 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of 12th day of May, 2025 (the “Effective Date”), by and between Oriental Culture Holding Ltd, a Cayman Islands company (the “Company”), and Lijuan Ding (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employme |
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| May 15, 2025 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Oriental Culture Holding LTD. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lijuan Ding, Chief Financial Officer of the Company, |
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| May 15, 2025 |
Exhibit 2.2 Description of Rights of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 The Ordinary Shares of Oriental Culture Holding LTD. (the “Company”) are listed on the Nasdaq Capital Market and are registered under Section 12(b) of the Exchange Act. We are a Cayman Islands exempted company limited by shares and our affairs are governed by our current memorandum an |
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| May 15, 2025 |
Reference: Renewal of Employment Agreement Exhibit 4.38 Reference: Renewal of Employment Agreement Oriental Culture Holding LTD. (the “Company”) and Yi Shao entered into an Employment Agreement (“Employment Agreement”) on May 10, 2019, which has been renewed until May 10, 2025. By signing below both parties agree to further renew the term of the Employment Agreement until May 10, 2026. Except as expressly set forth herein, all terms of the |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| May 15, 2025 |
Consent Letter on Oriental Culture Holding, LTD. Form 20-F Exhibit 15.1 泰和泰（南京）律师事务所 Consent Letter on Oriental Culture Holding, LTD. Form 20-F 我们是东方文化 （OCG）在中国境内的法律服务供应商。针对 OCG2024 年的年报（以下称《Form 20-F》），我们负责审核《Form 20-F》内中国境内法律对公司的适用、合规和有效性，并为此提供建议； We are Chinese legal counsel of Oriental Culture Holding, LTD. (the “Company”). For the Company’s 2024 annual report on Form 20-F, we have reviewed the application, compliance and validity of Chinese laws in t |
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| May 15, 2025 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yi Shao, certify that: 1. I have reviewed this annual report on Form 20-F of Oriental Culture Holding LTD. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the sta |
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| May 15, 2025 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Oriental Culture Holding LTD. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yi Shao, Chief Executive Officer of the Company, cert |
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| May 15, 2025 |
Reference: Renewal of Employment Agreement Exhibit 4.33 Reference: Renewal of Employment Agreement Oriental Culture Holding LTD. (the “Company”) and Yi Shao entered into an Employment Agreement (“Employment Agreement”) on May 10, 2019, which has been renewed until May 10, 2024. By signing below both parties agree to further renew the term of the Employment Agreement until May 10, 2025. Except as expressly set forth herein, all terms of the |
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| May 2, 2025 |
Oriental Culture Holding LTD. UNRESTRICTED STOCK AWARD aGREEMENT Exhibit 10.1 Oriental Culture Holding LTD. UNRESTRICTED STOCK AWARD aGREEMENT THIS UNRESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is entered into by and between Oriental Culture Holding LTD., a Cayman Islands exempted company (the “Company”) and the Grantee effective as of Grant Date. The Administrator has authorized this grant of the Unrestricted Stock to the Grantee as set forth below. Unless |
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| May 2, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1310, Tower B, Harbour View Building Eastern District, Hong Kong (Address of principal executive office) Indicate |
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| May 1, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1310, Tower B, Harbour View Building Eastern District, Hong Kong (Address of principal executive office) Indicate |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Pe |
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| January 28, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive off |
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| January 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive off |
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| December 23, 2024 |
Exhibit 99.2 |
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| December 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive of |
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| December 23, 2024 |
Exhibit 99.1 Oriental Culture Holding LTD. December 23, 2024 Dear Stockholder: You are cordially invited to attend the 2025 Extraordinary General Meeting (the “Extraordinary Meeting”) of Stockholders of Oriental Culture Holding LTD. (the “Company”) to be held at No. 2 Youzishan Road, Dongba, Gaochun District, Nanjing City, Jiangsu Province, China, on January 20, 2025, at 10:00 a.m. local time. Inf |
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| December 16, 2024 |
Oriental Culture Holding LTD. December 16, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Attention: Jenna Hough Re: Oriental Culture Holding LTD. Registration Statement on Form F-3 File No. 333-283631 Acceleration Request Requested Date: December 18, 2024 Requested Time: 4:00 p.m. Eas |
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| December 5, 2024 |
As filed with the Securities and Exchange Commission on December 5, 2024 As filed with the Securities and Exchange Commission on December 5, 2024 Registration No. |
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| December 5, 2024 |
Exhibit 107 Calculation of Filing Fee Tables F-3 (Form Type) Oriental Culture Holding LTD. |
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| November 12, 2024 |
Oriental Culture Holding LTD Announces First Half Year of 2024 Unaudited Financial Results Exhibit 99.1 Oriental Culture Holding LTD Announces First Half Year of 2024 Unaudited Financial Results Hong Kong, November 12, 2024 – Oriental Culture Holding LTD. (“OCG” or the “Company”) (NASDAQ: OCG), a leading online provider of collectibles and artwork e-commerce services, today announced its unaudited financial results for the six months ended June 30, 2024. First Half Year of 2024 Financia |
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| November 12, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive of |
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| June 6, 2024 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May [31], 2024 (the “Effective Date”) by and between Oriental Culture Holding LTD., a Cayman Islands company (the “Company”) and certain individuals listed on the signature page of this Agreement (each, a “Purchaser”; collectively, the “Purchasers”). RECITALS WHEREAS, subject to the term |
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| June 6, 2024 |
ORDINARY SHARE PURCHASE WARRANT ORIENTAL CULTURE HOLDING LTD. Exhibit 99.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| June 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive office |
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| May 14, 2024 |
Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of 13th day of May, 2024 (the “Effective Date”), by and between Oriental Culture Holding Ltd, a Cayman Islands company (the “Company”), and Lijuan Ding (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employme |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive office) |
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| April 25, 2024 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Oriental Culture Holding LTD. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xi Li, Chief Financial Officer of the Company, certif |
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| April 25, 2024 |
Supplemental Agreement to the Office Premises Use Contract Exhibit 4.37 Supplemental Agreement to the Office Premises Use Contract Party A: Nanjing Cultural and Artwork Property Exchange Co., Ltd. Add: 4/F, Building F4, Zidong International Creative Park, Qixia District, Nanjing. Party B: Kashi Longrui Business Management Services Co., Ltd. Whereas Party A and Party B signed the Office Premises Use Contract (hereinafter referred to as “the original contra |
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| April 25, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| April 25, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-262278) and on Form F-3 (File No. 333-262398) of our report dated April 25, 2024, with respect to the consolidated financial statements of Oriental Culture Holding LTD., which appears in this Annual Report on Form 20-F. / |
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| April 25, 2024 |
Exhibit 2.2 Description of Rights of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 The Ordinary Shares of Oriental Culture Holding LTD. (the “Company”) are listed on the Nasdaq Capital Market and are registered under Section 12(b) of the Exchange Act. We are a Cayman Islands exempted company limited by shares and our affairs are governed by our current memorandum an |
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| April 25, 2024 |
Exhibit 4.38 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 10th day of May, 2023 (the “Effective Date”), by and between Oriental Culture Holding Ltd., a Cayman Islands company (the “Company”), and Yi Shao (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employ |
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| April 25, 2024 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xi Li, certify that: 1. I have reviewed this annual report on Form 20-F of Oriental Culture Holding LTD. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state |
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| April 25, 2024 |
Exhibit 4.36 Office Premises Use Contract Party A: Nanjing Cultural and Artwork Property Exchange Co., Ltd. Add: 4/F, Building F4, Zidong International Creative Park, Qixia District, Nanjing. Party B: Nanjing Yanyu Information Technology Co., Ltd. Whereas Party A cooperates with Party B and now both parties hereby enter into the following contract with respect to Party B using the office space of |
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| April 25, 2024 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Oriental Culture Holding LTD. (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yi Shao, Chief Executive Officer of the Company, cert |
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| April 25, 2024 |
Consent Letter on Oriental Culture Holding, LTD. Form 20-F Exhibit 15.1 泰和泰（南京）律师事务所 Consent Letter on Oriental Culture Holding, LTD. Form 20-F 我们是东方文化 （OCG）在中国境内的法律服务供应商。针对 OCG2023 年的年报（以下称《Form 20-F》），我们负责审核《Form 20-F》内中国境内法律对公司的适用、合规和有效性，并为此提供建议； We are Chinese legal counsel of Oriental Culture Holding, LTD. (the “Company”). For the Company’s 2023 annual report on Form 20-F, we have reviewed the application, compliance and validity of Chinese laws in t |
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| April 25, 2024 |
Supplemental Agreement to Technical Maintenance Service Contract Exhibit 4.35 Supplemental Agreement to Technical Maintenance Service Contract Party A: Nanjing Culture and Artwork Property Exchange Co., Ltd. Party B: Nanjing Yanyu Information Technology Co., Ltd. Whereas Party A and Party B signed the Technical Maintenance Service Contract (hereinafter referred to as the “Original Contract”) on July 1, 2021, pursuant to which Party B provides technical maintena |
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| April 25, 2024 |
Exhibit 4.20 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 10th day of May, 2022 (the “Effective Date”), by and between Oriental Culture Holding Ltd., a Cayman Islands company (the “Company”), and Yi Shao (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employ |
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| April 25, 2024 |
Exhibit 19.1 ORIENTAL CULTURE HOLDING LTD. . INSIDER TRADING POLICY THIS POLICY HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF ORIENTAL CULTURE HOLDING LTD. .AND IS APPLICABLE TO ALL EMPLOYEES, OFFICERS AND DIRECTORS OF ORIENTAL CULTURE HOLDING LTD. . Statement About the Need for a Policy For many years, the Securities and Exchange Commission (the “SEC”) and the U.S. Justice Department have pursue |
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| April 25, 2024 |
Oriental Culture Holding LTD. CLAWBACK POLICY Exhibit 97.1 Oriental Culture Holding LTD. CLAWBACK POLICY 1. Introduction Oriental Culture Holding LTD. (the “Company”), through the Company’s Board of Directors (the “Board”), believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation |
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| April 25, 2024 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yi Shao, certify that: 1. I have reviewed this annual report on Form 20-F of Oriental Culture Holding LTD. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the sta |
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| April 25, 2024 |
Exhibit 4.39 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of 29th day of November, 2023 (the “Effective Date”), by and between Oriental Culture Holding Ltd, a Cayman Islands company (the “Company”), and Xi Li (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employmen |
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| February 29, 2024 |
Oriental Culture Holding LTD. UNRESTRICTED STOCK AWARD aGREEMENT Exhibit 10.1 Oriental Culture Holding LTD. UNRESTRICTED STOCK AWARD aGREEMENT THIS UNRESTRICTED STOCK AWARD AGREEMENT (“Agreement”) is entered into by and between Oriental Culture Holding LTD., a Cayman Islands exempted company (the “Company”) and the Grantee effective as of Grant Date. The Administrator has authorized this grant of the Unrestricted Stock to the Grantee as set forth below. Unless |
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| February 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive of |
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| November 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive of |
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| November 17, 2023 |
Oriental Culture Holding LTD Announces First Half Year of 2023 Unaudited Financial Results Exhibit 99.1 Oriental Culture Holding LTD Announces First Half Year of 2023 Unaudited Financial Results Hong Kong, November 17, 2023 – Oriental Culture Holding LTD. (“OCG” or the “Company”) (NASDAQ: OCG), a leading online provider of collectibles and artwork e-commerce services, today announced its unaudited financial results for the six months ended June 30, 2023. First Half Year of 2023 Financia |
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| November 2, 2023 |
Oriental Culture Holding LTD. Regains Compliance with Nasdaq’s Minimum Bid Price Rule Exhibit 99.1 Oriental Culture Holding LTD. Regains Compliance with Nasdaq’s Minimum Bid Price Rule Hong Kong, China, November 2, 2023 - Oriental Culture Holding LTD. (“Oriental Culture” or the “Company”) (NASDAQ: OCG), a leading online service provider of collectibles and artworks, today announced that it has regained compliance with the minimum bid price requirement under the continued listing re |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2023 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive of |
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| October 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2023 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive off |
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| October 16, 2023 |
Exhibit 99.1 Oriental Culture Holding LTD. Announces Extraordinary General Meeting Results and Share Consolidation Hong Kong, China, Oct. 16, 2023 (GLOBE NEWSWIRE) - Oriental Culture Holding LTD. (“Oriental Culture” or the “Company”) (NASDAQ: OCG), a leading online service provider of collectibles and artworks, today announced that at an extraordinary general meeting of the Company held on October |
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| September 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2023 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive o |
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| September 6, 2023 |
SPECIMEN 1 MAIN STREET ANYWHERE PA 99999 Exhibit 99.2 SPECIMEN 1 MAIN STREET ANYWHERE PA 99999-9999 VOTE ON INTERNET Go to http://www.vstocktransfer.com/proxy Click on Proxy Voter Login and log-on using the below control number. Voting will be open until 11:59 pm EDT on October 8, 2023. CONTROL # VOTE BY EMAIL Mark, sign and date your proxy card and return it to [email protected] VOTE BY MAIL Mark, sign and date your proxy card and |
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| September 6, 2023 |
Exhibit 99.1 Oriental Culture Holding LTD. September 6, 2023 Dear Stockholder: You are cordially invited to attend the 2023 Extraordinary General Meeting (the “Extraordinary Meeting”) of Stockholders of Oriental Culture Holding LTD. (the “Company”) to be held at Unit 909, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong, on October 10, 2023, at 9:00 a.m. local time. Information regarding each o |
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| June 28, 2023 |
Oriental Culture Holding LTD. June 28, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Attention: Cara Wirth Jennifer López Molina Re: Oriental Culture Holding LTD. Registration Statement on Form F-3 File No. 333-262398 Acceleration Request Requested Date: June 30, 2023 Requested Time: |
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| June 2, 2023 |
Oriental Culture Holding LTD. June 2, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Attention: Cara Wirth Jennifer López Molina Re: Oriental Culture Holding LTD. Amendment No. 4 to Registration Statement on Form F-3 Filed March 7, 2023 File No. 333-262398 Dear Ms. Wirth and Ms. López |
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| June 2, 2023 |
As filed with the Securities and Exchange Commission on June 2, 2023 As filed with the Securities and Exchange Commission on June 2, 2023 Registration No. |
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| May 12, 2023 |
Exhibit 99.1 Oriental Culture Holding LTD. Granted Additional 180 Calendar Day Grace Period by Nasdaq to Regain Compliance with Minimum Bid Price Rule Hong Kong, China, May 12, 2023 (GLOBE NEWSWIRE) - Oriental Culture Holding LTD. (“Oriental Culture” or the “Company”) (NASDAQ: OCG), a leading online service provider of collectibles and artworks, today announced that, on May 10, 2023, the Company r |
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| May 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2023 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive office) |
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| May 1, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-262278) and on Form F-3 (File No. 333-262398) of our report dated May 1, 2023, with respect to the consolidated financial statements of Oriental Culture Holding LTD., which appears in this Annual Report on Form 20-F. /s/ |
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| May 1, 2023 |
Exhibit 15.1 Jiangsu Taikun Law Firm 4/F, Building C, Shi Mao Cheng Pin International Plaza, 62 An De Men Street, Nanjing 210002, P. R. China Re: C onsent Letter on Oriental Culture Holding, LTD. Form 20-F We act as the PRC counsel to Oriental Culture Holding, LTD. (the “Company”), a company incorporated under the laws of the Cayman Islands, in connection with the Company’s annual report on Form 2 |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| May 1, 2023 |
Exhibit 4.48 Office Premises Use Contract Party A: Nanjing Cultural and Artwork Property Exchange Co., Ltd. Add: 4/F, Building F4, Zidong International Creative Park, Qixia District, Nanjing. Party B: Kashi Longrui Business Management Services Co., Ltd. Whereas Party A cooperates with Party B and now both parties hereby enter into the following contract with respect to Party B using the office spa |
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| May 1, 2023 |
Exhibit 2.2 Description of Rights of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 The Ordinary Shares of Oriental Culture Holding LTD. (the “Company”) are listed on the Nasdaq Capital Market and are registered under Section 12(b) of the Exchange Act. We are a Cayman Islands exempted company limited by shares and our affairs are governed by our current memorandum an |
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| May 1, 2023 |
Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Oriental Culture Holding LTD. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xi Li, Chief Financial Officer of the Company, certif |
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| May 1, 2023 |
Technical Maintenance Services Contract Exhibit 4.47 Technical Maintenance Services Contract Party A: Kashi Jinwang Art Purchase E-commerce Co., Ltd Party B: Nanjing Yanyu Information Technology Co., Ltd. In accordance with the Civil Code of the People's Republic of China and through friendly consultations, regarding the technical maintenance services of the trading system of Party A in the principle of equality and mutual consent, the |
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| May 1, 2023 |
Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Oriental Culture Holding LTD. (the “Company”) on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yi Shao, Chief Executive Officer of the Company, cert |
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| May 1, 2023 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Xi Li, certify that: 1. I have reviewed this annual report on Form 20-F of Oriental Culture Holding LTD. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the state |
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| May 1, 2023 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yi Shao, certify that: 1. I have reviewed this annual report on Form 20-F of Oriental Culture Holding LTD. (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the sta |
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| March 7, 2023 |
As filed with the Securities and Exchange Commission on March 7, 2023 As filed with the Securities and Exchange Commission on March 7, 2023 Registration No. |
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| March 7, 2023 |
Oriental Culture Holding LTD. March 7, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Attention: Brian Fetterolf Jennifer López Molina Re: Oriental Culture Holding LTD. Amendment No.3 to Registration Statement on Form F-3 Filed February 9, 2023 File No. 333-262398 Dear Mr. Fetterolf an |
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| February 9, 2023 |
Oriental Culture Holding LTD. February 9, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Attention: Brian Fetterolf Jennifer López Molina Re: Oriental Culture Holding LTD. Amendment No.2 to Registration Statement on Form F-3 Filed June 15, 2022 File No. 333-262398 Dear Mr. Fetterolf an |
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| February 9, 2023 |
As filed with the Securities and Exchange Commission on February 9, 2023 As filed with the Securities and Exchange Commission on February 9, 2023 Registration No. |
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| December 23, 2022 |
Oriental Culture Holding LTD Announces First Half Year of 2022 Unaudited Financial Results Exhibit 99.1 Oriental Culture Holding LTD Announces First Half Year of 2022 Unaudited Financial Results Hong Kong, December 23, 2022 ? Oriental Culture Holding LTD. (?OCG? or the ?Company?) (NASDAQ: OCG), a leading online provider of collectibles and artwork e-commerce services, today announced its unaudited financial results for the six months ended June 30, 2022. First Half Year of 2022 Financia |
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| December 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive of |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2022 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive of |
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| November 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen’s Road Central, Hong Kong (Address of principal executive of |
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| November 30, 2022 |
Employment Agreement by and between Oriental Culture Holding LTD. and Xi Li dated November 29, 2022 Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered into as of 29th day of November, 2022 (the ?Effective Date?), by and between Oriental Culture Holding Ltd, a Cayman Islands company (the ?Company?), and Xi Li (the ?Executive?). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employmen |
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| November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive of |
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| November 15, 2022 |
Oriental Culture Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency Exhibit 99.1 Oriental Culture Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency Hong Kong, China, Nov. 15, 2022 (GLOBE NEWSWIRE) - Oriental Culture Holding LTD. (?Oriental Culture? or the ?Company?) (NASDAQ: OCG), a leading online service provider of collectibles and artworks, today announced that, on November 9, 2022, the Company received a letter from the Nasdaq Sto |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive off |
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| October 21, 2022 |
Exhibit 99.2 |
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| October 21, 2022 |
Exhibit 99.1 Oriental Culture Holding LTD. October 21, 2022 Dear Stockholder: You are cordially invited to attend the 2022 Annual General Meeting (the ?Meeting?) of Stockholders of Oriental Culture Holding LTD. (the ?Company?) to be held at Unit 909, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong, on December 9, 2022, at 9:00 a.m. local time. Information regarding each of the matters to be vo |
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| October 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive off |
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| June 15, 2022 |
As filed with the Securities and Exchange Commission on June 15, 2022 As filed with the Securities and Exchange Commission on June 15, 2022 Registration No. |
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| June 15, 2022 |
Oriental Culture Holding LTD. June 15, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Attention: Brian Fetterolf Jennifer López Molina Re: Oriental Culture Holding LTD. Amendment No.1 to Registration Statement on Form F-3 Filed February 22, 2022 File No. 333-262398 Dear Mr. Fetterolf a |
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| May 10, 2022 |
OCG / Oriental Culture Holding Ltd / Wan Mun Wah - SCHEDULE 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Under the Securities Exchange Act of 1934 (Amendment No. )* Oriental Culture Holding LTD (Name of Issuer) Ordinary shares, par value of $0.00005 per share (Title of Class of Securities) G6796W107 (CUSIP Number) Mun Wah Wan Room 1402, Richmake Commercial Building, 198-200 Queen’s Road Central, Hong K |
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| May 2, 2022 |
Exhibit 4.41 PreOwned Property Purchase and Sale Contract Party A?seller??Nanjing Z-COM Wireless Communication Technology Co., Ltd. Location: No 699-22 Xuanwu District Nanjing Legal representative: Chen Tao Authorized contact ID No. Contact No. Party B?buyer 1??Kashi Longrui Business Management Service Co., Ltd Location: Room 501, 14th Floor, Shannxi Building, Kashi Avenue, Kashi, Xinjiang, China |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| May 2, 2022 |
Oriental Culture Holding LTD Announces 2021 Fiscal Year Financial Results Exhibit 99.1 Oriental Culture Holding LTD Announces 2021 Fiscal Year Financial Results Hong Kong, China, May 2, 2022-Oriental Culture Holding LTD. (?OCG? or the ?Company?) (NASDAQ: OCG), a leading online provider of collectibles and artwork e-commerce services, today announced its financial results for the fiscal year ended December 31, 2021. Key Financial Highlights for Fiscal Year 2021: ? Operat |
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| May 2, 2022 |
CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Oriental Culture Holding LTD. (the ?Company?) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Yi Shao, Chief Executive Officer of the Company, cert |
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| May 2, 2022 |
Exhibit 2.2 Description of Rights of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 The Ordinary Shares of Oriental Culture Holding LTD. (the ?Company?) are listed on the Nasdaq Capital Market and are registered under Section 12(b) of the Exchange Act. We are a Cayman Islands exempted company limited by shares and our affairs are governed by our current memorandum an |
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| May 2, 2022 |
Exhibit 4.40 Office Premises Use Contract Party A: Nanjing Cultural and Artwork Property Exchange Co., Ltd. Add: 4/F, Building F4, Zidong International Creative Park, Qixia District, Nanjing. Party B: Kashi Longrui Business Management Services Co., Ltd. Whereas Party A cooperates with Party B and now both parties hereby enter into the following contract with respect to Party B using the office spa |
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| May 2, 2022 |
Exhibit 4.39 Technical Maintenance Services Contract Party A: Hunan Huaqiang Artwork Trading Center Co., Ltd Party B: Nanjing Yanyu Information Technology Co., Ltd. In accordance with the Civil Code of the People's Republic of China and through friendly consultations, regarding the technical maintenance services of the trading system of Hunan Huaqiang Artwork Trading Center Co., Ltd, in the princi |
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| May 2, 2022 |
Exhibit 4.37 Technical Maintenance Services Contract Party A: Jinling Cultural Property Rights Exchange Co., Ltd Address: 7/F, Building 5, #18, Jialingjiang East Street, Jianye District, Nanjing Party B: Nanjing Yanyu Information Technology Co., Ltd. Address: No. 530, Information New Materials Industrial Park, Dongba Town, Nanjing, Jiangsu Province In accordance with the Civil Code of the People's |
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| May 2, 2022 |
Consent of Jiangsu Taikun Law Firm Exhibit 15.1 Jiangsu Taikun Law Firm 4/F, Building C, Shi Mao Cheng Pin International Plaza, 62 An De Men Street, Nanjing 210002, P. R. China EMAIL:[email protected] Re: C onsent Letter on Oriental Culture Holding, LTD. Form 20-F We act as the PRC counsel to Oriental Culture Holding, LTD.(the ?Company?), a company incorporated under the laws of the Cayman Islands, in connection with the Compa |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive office) |
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| May 2, 2022 |
Exhibit 4.38 Technical Maintenance Services Contract Party A: Nanjing Culture and Artwork Property Exchange Co., Ltd. Address: No.1, Zixia East Road, Maqun Street, Qixia District, Nanjing Party B: Nanjing Yanyu Information Technology Co., Ltd. Address: No. 530, Information New Materials Industrial Park, Dongba Town, Nanjing, Jiangsu Province In accordance with the Civil Code of the People's Republ |
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| May 2, 2022 |
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yi Shao, certify that: 1. I have reviewed this annual report on Form 20-F of Oriental Culture Holding LTD. (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the sta |
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| May 2, 2022 |
CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Oriental Culture Holding LTD. (the ?Company?) on Form 20-F for the year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Lijia Ni, Chief Financial Officer of the Company, cer |
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| May 2, 2022 |
Exhibit 4.45 Website Advertising Space Leasing Agreement Party A: Kashi Jinwang Art Purchase E-commerce Co., Ltd (Lessor) Party B: Kashi Longrui Business Management Services Co., Ltd (Lessee) According to the applicable Chinese laws and regulations, Party A and Party B hereby reach the following agreement on Party B leasing advertising space on Party A?s website (www.njjwyg.com) through friendly c |
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| May 2, 2022 |
Exhibit 4.36 Technical Maintenance Services Contract Party A: Kashi Jinwang Art Purchase E-commerce Co., Ltd Address: Room 1405-6, Shaanxi building, Headquarters Economy Area, Shenka Avenue, Kashi Economic Development Area, Kashi Area, Xinjiang Party B: Nanjing Yanyu Information Technology Co., Ltd. Address: No. 530, Information New Materials Industrial Park, Dongba Town, Nanjing, Jiangsu Province |
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| May 2, 2022 |
CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Lijia Ni, certify that: 1. I have reviewed this annual report on Form 20-F of Oriental Culture Holding LTD. (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the st |
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| May 2, 2022 |
Exhibit 4.46 Cooperation Agreement Party A: Kashi Dongfang Cangpin Culture Development Co., Ltd Party B: Zhongcang Warehouse Co., Ltd Party A and Party B hereby reach the following agreement on Party B providing specialized art collection custodianship and warehousing services to Party A through consultations and on the principle of equality, freewill and shared development. I. Cooperation 1. Subj |
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| May 2, 2022 |
Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File No. 333-262278) and on Form F-3 (File No. 333-262398) of our report dated May 2, 2022, with respect to the consolidated financial statements of Oriental Culture Holding LTD., which appears in this Annual Report on Form 20-F. /s/ |
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| April 29, 2022 |
NT 20-F 1 ea159148-nt20foriental.htm NOTIFICATION OF LATE FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☒ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on |
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| April 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive offic |
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| April 12, 2022 |
Oriental Culture Announces its entry into the Metaverse Sector Exhibit 99.1 Oriental Culture Announces its entry into the Metaverse Sector HONG KONG, April 12, 2022- Oriental Culture Holding LTD. (?Oriental Culture? or the ?Company?) (NASDAQ: OCG), a leading online service provider of collectibles and artworks, today announced its entry into the metaverse sector. Jiangsu Yanggu Culture Development Co., Ltd. (?Yanggu?), the operating variable interest entity o |
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| March 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2022 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive offic |
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| March 2, 2022 |
Oriental Culture Launches NFT Services Business for Cultural and Artwork Collections Exhibit 99.1 Oriental Culture Launches NFT Services Business for Cultural and Artwork Collections Hong Kong, China, March 2, 2022 - Oriental Culture Holding LTD. (?Oriental Culture? or the ?Company?) (NASDAQ: OCG), a leading online service provider of collectibles and artworks, announced today that the Company?s wholly-owned subsidiary, HKDAEx Limited, will provide services to create and mint NFTs |
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| February 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive of |
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| February 24, 2022 |
Exhibit 99.1 Oriental Culture Signs Memorandum of Strategic Cooperation for Blockchain Based Digital Culture Products Service Business Hong Kong, China, February 24, 2022, Oriental Culture Holding LTD (?Oriental Culture? or the ?Company?) (NASDAQ: OCG) today announced that it has signed a strategic cooperation memorandum of understanding (?MOU?) with Heng Well Information Technology Co., Ltd. (?He |
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| February 22, 2022 |
As filed with the Securities and Exchange Commission on February 22, 2022 As filed with the Securities and Exchange Commission on February 22, 2022 Registration No. |
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| February 22, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form F-3 (Form Type) Oriental Culture Holding LTD. |
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| February 22, 2022 |
Oriental Culture Holding LTD. February 22, 2022 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549-0405 Attention: Brian Fetterolf Jennifer López Molina Re: Oriental Culture Holding LTD. Registration Statement on Form F-3 Filed January 28, 2022 File No. 333-262398 Dear Mr. Fetterolf and Ms. López Mo |
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| January 28, 2022 |
As filed with the Securities and Exchange Commission on January 28, 2022 As filed with the Securities and Exchange Commission on January 28, 2022 Registration No. |
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| January 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Room 1402, Richmake Commercial Building 198-200 Q |
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| December 17, 2021 |
6-K 1 ea152549-6korientalculture.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198- |
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| December 8, 2021 |
6-K 1 ea151891-6korientalculture.htm REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2021 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198- |
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| December 8, 2021 |
Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of December 7, 2021 (the ?Effective Date?) by and between Oriental Culture Holding LTD., a Cayman Islands company (the ?Company?) and (the ?Purchaser?). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to an exemption from the registration requi |
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| December 8, 2021 |
ORDINARY SHARE PURCHASE WARRANT ORIENTAL CULTURE HOLDING LTD. Exhibit 99.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive of |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive of |
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| November 9, 2021 |
Exhibit 99.1 Oriental Culture Holding LTD. November 9, 2021 Dear Stockholder: You are cordially invited to attend the 2021 Annual General Meeting (the ?Meeting?) of Stockholders of Oriental Culture Holding LTD. (the ?Company?) to be held at Unit 909, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong, on December 16, 2021, at 9:00 a.m. local time. Information regarding each of the matters to be v |
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| November 9, 2021 |
Exhibit 99.2 |
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| November 2, 2021 |
Oriental Culture Holding LTD Announces First Half Year of 2021 Unaudited Financial Results Exhibit 99.1 Oriental Culture Holding LTD Announces First Half Year of 2021 Unaudited Financial Results Hong Kong, November 2, 2021 ? Oriental Culture Holding LTD. (?OCG? or the ?Company?) (NASDAQ: OCG), a leading online provider of collectibles and artwork e-commerce services, today announced its unaudited financial results for the six months ended June 30, 2021. First Half Year of 2021 Financial |
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| November 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive of |
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| June 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number: 001-39734 Oriental Culture Holding LTD. Room 1402, Richmake Commercial Building 198-200 Queen?s Road Central, Hong Kong (Address of principal executive office |
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| June 29, 2021 |
Oriental Culture Holding LTD Relocates Its Principal Executive Office to Hong Kong Exhibit 99.1 Oriental Culture Holding LTD Relocates Its Principal Executive Office to Hong Kong Hong Kong, China, June 29, 2021 - Oriental Culture Holding LTD. (?OCG? or the ?Company?) (NASDAQ: OCG), a leading online provider of collectibles and artwork e-commerce services, today announced it has relocated its headquarters to Hong Kong, effective on June 28, 2021. The new office address is: Room 1 |
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| April 30, 2021 |
Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number: 001-39734 Oriental Culture Holding LTD. No. 2, Youzishan Road, Dongba Street, Gaochun District,Nanjing City Jiangsu Province 210000 People?s Republic of Chin |
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| April 30, 2021 |
ORIENTAL CULTURE HOLDING LTD AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS EX-99.1 2 ea140171ex99-1oeiental.htm ORIENTAL CULTURE HOLDING LTD ANNOUNCES 2020 FISCAL YEAR FINANCIAL RESULTS Exhibit 99.1 Oriental Culture Holding LTD Announces 2020 Fiscal Year Financial Results Hong Kong, China, April 30, 2021 - Oriental Culture Holding LTD. (“OCG” or the “Company”) (NASDAQ: OCG), a leading online provider of collectibles and artwork e-commerce services, today announced its fi |
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| April 30, 2021 |
Employment Agreement by and between the Company and Lijia Ni dated April 27, 2021 Exhibit 4.40 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered into as of 27th day of April, 2021 (the ?Effective Date?), by and between Oriental Culture Holding Ltd, a Cayman Islands company (the ?Company?), and Lijia Ni (the ?Executive?). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employmen |
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| April 30, 2021 |
Employment Agreement by and between the Company and Yi Shao dated April 27, 2021 EX-4.39 6 f20f2020ex4-39oriental.htm EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND YI SHAO DATED APRIL 27, 2021 Exhibit 4.39 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this 27th day of April, 2021 (the “Effective Date”), by and between Oriental Culture Holding Ltd., a Cayman Islands company (the “Company”), and Yi Shao (the “Executive”). W |
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| April 30, 2021 |
Renewal of Employment Agreement by and between the Company and Yi Shao EX-4.33 3 f20f2020ex4-33oriental.htm RENEWAL OF EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND YI SHAO Exhibit 4.33 Reference: Renewal of Employment Agreement dated May 10, 2019 (the “Employment Agreement”) By signing below both parties agree to renew the term of the Employment Agreement until May 9, 2021. Except as expressly set forth herein, all terms of the Employment Agreement remain in f |
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| April 30, 2021 |
EX-15.1 13 f20f2020ex15-1oriental.htm CONSENT OF TAIKUN LAW FIRM Exhibit 15.1 Taikun Law Firm 4/F, Building C, Shi Mao Cheng Pin International Plaza,62 An De Men Street, Nanjing 210002, P. R. China EMAIL:[email protected] Re: Consent of Taikun Law Firm We hereby consent to the use of our firm’s name and summaries of our firm’s opinions under the headings of “ITEM 3. Key Information” and “ITEM |
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| April 30, 2021 |
EX-2.2 2 f20f2020ex2-2oriental.htm DESCRIPTION OF SECURITIES Exhibit 2.2 Description of Rights of Securities Registered Under Section 12 of the Securities Exchange Act of 1934 The Ordinary Shares of Oriental Culture Holding LTD. (the “Company”) are listed on the Nasdaq Capital Market and are registered under Section 12(b) of the Exchange Act. We are a Cayman Islands exempted company limited by sha |
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| April 30, 2021 |
CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Yi Shao, certify that: 1. I have reviewed this annual report on Form 20-F of Oriental Culture Holding LTD. (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the sta |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O |
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| April 30, 2021 |
CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.2 Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Oriental Culture Holding LTD (the ?Company?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Lijia Ni, Chief Financial Officer of the Company, cert |
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| April 30, 2021 |
EX-4.35 5 f20f2020ex4-35oriental.htm OFFICE PREMISES USE CONTRACT BY AND BETWEEN NANJING CULTURE AND ARTWORK PROPERTY EXCHANGE CO., LTD. AND KASHI LONGRUI BUSINESS MANAGEMENT SERVICES CO., LTD. DATED JANUARY 1, 2021 Exhibit 4.35 Office Premises Use Contract Party A: Nanjing Cultural and Artwork Property Exchange Co., Ltd. Add: 4/F, Building F4, Zidong International Creative Park, Qixia District, N |
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| April 30, 2021 |
Renewal of Employment Agreement by and between the Company and Lijia Ni EX-4.34 4 f20f2020ex4-34oriental.htm RENEWAL OF EMPLOYMENT AGREEMENT BY AND BETWEEN THE COMPANY AND LIJIA NI Exhibit 4.34 Reference: Renewal of Employment Agreement dated May 10, 2019 (the “Employment Agreement”) By signing below both parties agree to renew the term of the Employment Agreement until May 9, 2021. Except as expressly set forth herein, all terms of the Employment Agreement remain in |
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| April 30, 2021 |
CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Lijia Ni, certify that: 1. I have reviewed this annual report on Form 20-F of Oriental Culture Holding LTD. (the ?Company?); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the st |
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| April 30, 2021 |
CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report of Oriental Culture Holding LTD (the ?Company?) on Form 20-F for the year ended December 31, 2020 as filed with the Securities and Exchange Commission on the date hereof (the ?Report?), I, Yi Shao, Chief Executive Officer of the Company, certi |
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| February 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Oriental Culture Holding LTD (Name of Issuer) Ordinary shares, par value of $0.00005 per share (Title of Class of Securities) G6796W107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| February 2, 2021 |
EX-99.A 2 ea133530ex99-1oriental.htm JOINT FILING AGREEMENT Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (inc |
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| February 1, 2021 |
Form of Amended and Restated Equity Pledge Agreement EX-10.1 2 ea134309ex10-1oriental.htm FORM OF AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Exhibit 10.1 股权质押合同之修改和更新协议 Amended and Restated Equity Pledge Agreement 本股权质押合同之修改和更新协议(下称“本合同”)由下列各方于 2021 年 1 月 28 日在中华人民共和国(下称“中国”)南京市签订： This Amended and Restated Equity Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 28, 2021 in Nanjing, the People’s R |
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| February 1, 2021 |
Exhibit 10.2 股权处分合同之修改和更新协议 Amended and Restated Equity Option Agreement 本股权处分合同之修改和更新协议(下称“本合同”)由以下各方于2021年1月28日在中华人民共和国(下称“中国”)南京市签订： This Amended and Restated Equity Option Agreement (this “Agreement”) is executed by and among the following Parties as of January 28, 2021 in Nanjing, the People’s Republic of China (“China” or the “PRC”): 甲方： 南京嵘科商务咨询服务有限公司 Party A: Nanjing Rongke Business Consul |
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| February 1, 2021 |
EX-10.3 4 ea134309ex10-3oriental.htm FORM OF AMENDED AND RESTATED VOTING RIGHTS PROXY AND FINANCIAL SUPPORTING AGREEMENT Exhibit 10.3 股东表决权委托及财务支持协议之修改和更新协议 Amended and Restated Voting Rights Proxy and Financial Supporting Agreement 本股东表决权委托及财务支持协议之修改和更新协议(以下称“本协议”)于 2021 年1月 28 日在中华人民共和国（下称“中国”）南京市签订： This Amended and Restated Voting Rights Proxy and Financial Supporting Agreement (the “Agreement |
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| February 1, 2021 |
Current Report of Foreign Issuer - REPORT OF FOREIGN PRIVATE ISSUER UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2021 Commission File Number: 001-39734 Oriental Culture Holding LTD. No. 2, Youzishan Road, Dongba Street, Gaochun District,Nanjing City Jiangsu Province 210000 People?s Republic of |
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| January 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Oriental Culture Holding LTD (Name of Issuer) Ordinary shares, par value of $0.00005 per share (Title of Class of Securities) G6796W107 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appro |
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| January 29, 2021 |
SC 13G 1 ea133528-13gaiminoriental.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. )* Oriental Culture Holding LTD (Name of Issuer) Ordinary shares, par value of $0.00005 per share (Title of Class of Securities) G6796W107 (CUSIP Number) December 31, 2020 (Date of Event Whic |
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| January 29, 2021 |
Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to ordinary shares, par value of $0. |
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| January 29, 2021 |
EX-99.1 2 ea133528ex99-1oriental.htm JOINT FILING AGREEMENT Exhibit A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (inc |
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| December 16, 2020 |
5,065,000 Ordinary Shares Oriental Culture Holding LTD PROSPECTUS Filed pursuant to Rule 424(b)(4) Registration No. 333-234654 5,065,000 Ordinary Shares Oriental Culture Holding LTD This is the initial public offering of our ordinary shares. We are offering 5,065,000 ordinary shares. The initial public offering price of the shares is $4.00 per share. Prior to this offering, there has been no public market for our ordinary shares. Our ordinary shares h |
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| November 30, 2020 |
Oriental Culture Holding LTD VIA EDGAR November 30, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Abby Adams Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD (CIK No. 0001776067) Request for Acceleration Registration Statement Form F-1, as amended (File No. 333-234654) Registration S |
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| November 30, 2020 |
ViewTrade Securities, Inc. 7280 W. Palmetto Park Road, Suite 310 Boca Raton, Florida 33433 November 30, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Oriental Culture Holding LTD Request for Acceleration of Registration Statement on Form F-1, as amended File No. 333-234654 Ladies and Gentlemen: In conne |
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| November 27, 2020 |
- AMENDMENT NO. 13 TO FORM F-1 As filed with U.S. Securities and Exchange Commission on November 27, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 13 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into E |
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| November 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Oriental Culture Holding LTD (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide |
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| November 23, 2020 |
ViewTrade Securities, Inc. 7280 W. Palmetto Park Road, Suite 310 Boca Raton, Florida 33433 November 23, 2020 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Oriental Culture Holding LTD Request for Acceleration of Registration Statement on Form F-1, as amended File No. 333-234654 Ladies and Gentlemen: In conne |
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| November 23, 2020 |
Oriental Culture Holding LTD VIA EDGAR November 23, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Abby Adams Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD (CIK No. 0001776067) Request for Acceleration Registration Statement Form F-1, as amended (File No. 333-234654) Registration S |
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| November 18, 2020 |
Issuer Free Writing Prospectus Dated November 18, 2020 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated November 17, 2020 Registration Statement No. |
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| November 17, 2020 |
Form of Representative's Warrant to Purchase Ordinary Shares** Exhibit 4.2 Form of Representative’s Warrant to Purchase Ordinary Shares THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO |
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| November 17, 2020 |
- AMENDMENT NO. 12 TO FORM F-1 As filed with U.S. Securities and Exchange Commission on November 17, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 12 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into E |
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| November 17, 2020 |
Form of Underwriting Agreement** Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2020 ViewTrade Securities, Inc. 7280 W. Palmetto Park Road Suite 310 Boca Raton, Florida 33433 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, Oriental Culture Holding LTD, a company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Ag |
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| November 17, 2020 |
1200 G Street, Suite 800 Washington DC 20005 www.FisherBroyles.com November 17, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Abby Adams Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1/A Amended on November 17, 2020 Fil |
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| November 13, 2020 |
Issuer Free Writing Prospectus Dated November 13, 2020 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated November 9, 2020 Registration Statement No. |
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| November 9, 2020 |
Exhibit 10.29 Cooperation Agreement Party A: China International Assets and Equity of Artworks Exchange Limited (hereinafter referred to as Party A) Address: Party B: Nanjing Jinwang Art Purchase E-commerce Co., Ltd. (hereinafter referred to as Party B) Address: In accordance with the relevant laws and regulations of the Hong Kong Special Administrative region, in order to clarify the rights and o |
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| November 9, 2020 |
EX-10.31 5 ea129532ex10-31orientalcult.htm PRODUCT CONSULTING SERVICE AGREEMENT BY AND BETWEEN NANJING PUSIDENG INFORMATION TECHNOLOGY CO., LTD. AND KASHI LONGRUI BUSINESS MANAGEMENT SERVICES CO., LTD. IN 2019 Exhibit 10.31 Product Consulting Services Agreement Party A: Nanjing Pusideng Information Technology Co., Ltd. Legal representative: Authorized agent: Add: Party B: Kashi Longrui Business Ma |
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| November 9, 2020 |
- AMENDMENT NO. 11 TO FORM F-1 As filed with U.S. Securities and Exchange Commission on November 9, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 11 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into En |
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| November 9, 2020 |
Exhibit 10.30 Cooperation Agreement Party A: HKDAEx Limited (hereinafter referred to as Party A) Address: Party B: Nanjing Jinwang Art Purchase E-commerce Co., Ltd. (hereinafter referred to as Party B) Address: In accordance with the relevant laws and regulations of the Hong Kong Special Administrative region, in order to clarify the rights and obligations of both parties, the parties to the Agree |
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| November 9, 2020 |
Form of Underwriting Agreement*** Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2020 ViewTrade Securities, Inc. 7280 W. Palmetto Park Road Suite 310 Boca Raton, Florida 33433 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, Oriental Culture Holding LTD, a company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Ag |
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| November 9, 2020 |
1200 G Street, Suite 800 Washington DC 20005 www.FisherBroyles.com November 9, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Abby Adams Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1/A Amended on November 9, 2020 File |
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| October 26, 2020 |
Consent of FisherBroyles, LLP (included in Exhibit 5.4)** Exhibit 5.4 1200 G Street, Suite 800 Washington DC 20005 www.FisherBroyles.com October 26, 2020 Oriental Culture Holding LTD No. 2, Youzishan Road, Dongba Street Gaochun District, Nanjing City Jiangsu Province, China 21000 Ladies and Gentlemen: We have acted as U.S. counsel to Oriental Culture Holding LTD, a Cayman Islands limited company (the “Company”), in connection with the Registration Statem |
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| October 26, 2020 |
Form of Underwriters’ Warrant** Exhibit 4.2 Form of Representative’s Warrant to Purchase Ordinary Shares THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO |
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| October 26, 2020 |
As filed with U.S. Securities and Exchange Commission on October 26, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 10 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into En |
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| October 26, 2020 |
Form of Underwriting Agreement*** Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2020 ViewTrade Securities, Inc. 7280 W. Palmetto Park Road Suite 310 Boca Raton, Florida 33433 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, Oriental Culture Holding LTD, a company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Ag |
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| October 26, 2020 |
Form of Indemnification Escrow Agreement** Exhibit 10.10 INDEMNIFICATION ESCROW AGREEMENT THIS INDEMNIFICATION ESCROW AGREEMENT (this “Agreement”) dated as of [●], 2020 is entered into by and among Oriental Culture Holding LTD (the “Company”), ViewTrade Securities, Inc. (the “Underwriter”), and Pearlman Law Group LLP (the “Escrow Agent”). WITNESSETH: WHEREAS, the Company is offering (the “Offering”) on a firm commitment basis [●] ordinary |
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| October 26, 2020 |
1200 G Street, Suite 800 Washington DC 20005 www.FisherBroyles.com October 26, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Abby Adams Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1/A Amended on October 26, 2020 File |
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| September 30, 2020 |
Oriental Culture Holding LTD Issuer Free Writing Prospectus Dated September 30, 2020 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated September 21, 2020 Registration Statement No. |
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| September 21, 2020 |
As filed with U.S. Securities and Exchange Commission on September 21, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 9 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into E |
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| September 21, 2020 |
Direct Phone: 202.298.1735 [email protected] September 21, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Trade and Services 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Abby Adams Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1/A Amended on September 21, 2020 File No. 333-234654 |
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| September 15, 2020 |
Oriental Culture Holding LTD Issuer Free Writing Prospectus Dated September 15, 2020 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated September 14, 2020 Registration Statement No. |
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| September 14, 2020 |
Form of Underwriting Agreement** Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2020 ViewTrade Securities, Inc. 7280 W. Palmetto Park Road Suite 310 Boca Raton, Florida 33433 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, Oriental Culture Holding LTD, a company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Ag |
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| September 14, 2020 |
- AMENDMENT NO. 8 TO REGISTRATION STATEMENT As filed with U.S. Securities and Exchange Commission on September 14, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 8 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into E |
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| September 14, 2020 |
Direct Phone: 202.298.1735 [email protected] September 14, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Abby Adams Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1/A Amended on September 14, 2020 File No. 333-234654 |
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| August 31, 2020 |
Direct Phone: 202.298.1735 [email protected] August 31, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Abby Adams Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1/A Amended on August 31, 2020 File No. 333-234654 Ladie |
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| August 31, 2020 |
As filed with U.S. Securities and Exchange Commission on August 31, 2020. As filed with U.S. Securities and Exchange Commission on August 31, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 7 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into Engl |
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| August 19, 2020 |
As filed with U.S. Securities and Exchange Commission on August 19, 2020. As filed with U.S. Securities and Exchange Commission on August 19, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 6 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into Engl |
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| August 19, 2020 |
Form of Underwriters’ Warrant** Exhibit 4.2 Form of Representative?s Warrant to Purchase Ordinary Shares THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO |
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| August 19, 2020 |
Direct Phone: 202.298.1735 [email protected] August 19, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Abby Adams Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1 Filed on August 19, 2020 File No. 333-234654 Ladies an |
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| August 19, 2020 |
Form of Underwriting Agreement** Exhibit 1.1 UNDERWRITING AGREEMENT [?], 2020 ViewTrade Securities, Inc. 7280 W. Palmetto Park Road Suite 310 Boca Raton, Florida 33433 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, Oriental Culture Holding LTD, a company limited by shares incorporated under the laws of the Cayman Islands (the ?Company?), hereby confirms its agreement (this ?Ag |
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| August 19, 2020 |
Consent of Foster Garvey P.C. (included in Exhibit 5.4)** Exhibit 5.4 August 19, 2020 Oriental Culture Holding LTD No. 2, Youzishan Road, Dongba Street Gaochun District, Nanjing City Jiangsu Province, China 21000 Ladies and Gentlemen: We have acted as U.S. counsel to Oriental Culture Holding LTD (the “Company”), in connection with the Registration Statement on Form F-1 (File No. 333-234654) (as amended, the “Registration Statement”) filed with the Securi |
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| May 29, 2020 |
As filed with U.S. Securities and Exchange Commission on May 29, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English |
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| May 29, 2020 |
Direct Phone: 202.298.1735 [email protected] May 29, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Paul Fischer Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1 Filed on May 1, 2020 File No. 333-234654 Ladies and Gen |
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| May 1, 2020 |
Exhibit 10.2 Dated the 7 day of May 2019 HKFAEx Group Limited (香港金融資產交易集團有限公司) and Oriental Culture Holding LTD ================================ SALE AND PURCHASE AGreement IN RESPECT of 100% OF issued SHARE CAPITAL of China international assets and equity of artworks exchange limited (中國國際文化產權交易所有限公司) ================================ Contents Clause Page 1 Definitions and interpretation 1 2 Sale |
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| May 1, 2020 |
Exhibit 10.29 Office Space Use Agreement Party A: Nanjing Cultural and Art Property Exchange Co., Ltd. Party B: Kashi Longrui Business Management Services Co., Ltd. In view of the cooperative relationship between Party A and Party B, both parties hereby enter into the following contract regarding Party B’s use of Party A’s office space for office use on the basis of equal cooperation and mutual be |
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| May 1, 2020 |
As filed with U.S. Securities and Exchange Commission on May 1, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant’s name into English) |
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| May 1, 2020 |
Direct Phone: 202.298.1735 [email protected] May 1, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Paul Fischer Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1 Filed on May 1, 2020 File No. 333-234654 Ladies and Gent |
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| May 1, 2020 |
Exhibit 10.1 Dated the 7th day of May, 2019 HKFAEx Group Limited (香港金融資產交易集團有限公司) and Oriental Culture Holding LTD ================================ SALE AND PURCHASE AGreement IN RESPECT of 100% OF issued SHARE CAPITAL of HKDAEX LIMITED (香港數碼資產交易中心有限公司) ================================ Contents Clause Page 1 Definitions and interpretation 1 2 Shares swap 3 3 Completion 3 4 Representations, warrant |
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| March 13, 2020 |
Independent Director Agreement by and between the Registrant and Xiaobing Liu dated May 10, 2019**† Exhibit 10.11 Oriental Culture Holding Ltd. DIRECTOR AGREEMENT This Director Agreement (the “Agreement”) is made and entered into as of May 10, 2019 (the “Effective Date”), by and between Oriental Culture Holding Ltd., a Cayman Islands company (the “Company”), and Xiaobing Liu, an individual (the “Director”). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to the Company |
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| March 13, 2020 |
Employment Agreement by and between the Registrant and Yi Shao dated May 10, 2019**† Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered into as of this 10th day of May, 2019 (the ?Effective Date?), by and between Oriental Culture Holding Ltd., a Cayman Islands company (the ?Company?), and Yi Shao (the ?Executive?). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employ |
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| March 13, 2020 |
Director Agreement by and between the Registrant and Mun Wah Wan dated March 6, 2020**† Exhibit 10.12 Oriental Culture Holding Ltd. DIRECTOR AGREEMENT This Director Agreement (the ?Agreement?) is made and entered into as of March 6, 2020, by and between Oriental Culture Holding Ltd., a Cayman Islands company (the ?Company?), and Mun Wah Wan, an individual (the ?Director?). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director and Chairman of the Company?s Board o |
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| March 13, 2020 |
Director Agreement by and between the Registrant and Yi Shao dated March 6, 2020**† Exhibit 10.13 Oriental Culture Holding Ltd. DIRECTOR AGREEMENT This Director Agreement (the “Agreement”) is made and entered into as of March 6, 2020, by and between Oriental Culture Holding Ltd., a Cayman Islands company (the “Company”), and Yi Shao, an individual (the “Director”). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to the Company's Board of Directors (the |
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| March 13, 2020 |
As filed with U.S. Securities and Exchange Commission on March 13, 2020. As filed with U.S. Securities and Exchange Commission on March 13, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant?s name into Engli |
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| March 13, 2020 |
Direct Phone: 202.298.1735 [email protected] March 13, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Paul Fischer Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1 Filed on February 27, 2020 File No. 333-234654 Ladies |
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| March 13, 2020 |
Exhibit 10.10 ORIENTAL CULTURE HOLDING LTD. DIRECTOR AGREEMENT This Director Agreement (the “Agreement’’) is made and entered into as of Jan 15,2020 (the “Effective Date”), by and between Oriental Culture Holding Ltd., a Cayman Islands company (the “Company”), and Bennet P. Tchaikovsky, an individual (the “Director”). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to th |
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| March 13, 2020 |
Exhibit 10.9 Oriental Culture Holding Ltd. DIRECTOR AGREEMENT This Director Agreement (the “Agreement”) is made and entered into as of November 6, 2019 (the “Effective Date”), by and between Oriental Culture Holding Ltd., a Cayman Islands company (the “Company”), and Y. Tristan Kuo, an individual (the “Director”). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to the Co |
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| March 13, 2020 |
Employment Agreement by and between the Registrant and Lijia Ni dated May 10, 2019**† Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is made and entered into as of this 10 day of May, 2019 (the ?Effective Date?), by and between Oriental Culture Holding Ltd, a Cayman Islands company (the ?Company?), and Lijia Ni (the ?Executive?). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting forth the terms and conditions of the employme |
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| February 27, 2020 |
Specimen certificate evidencing ordinary shares** Exhibit 4.1 |
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| February 27, 2020 |
As filed with U.S. Securities and Exchange Commission on February 27, 2020. As filed with U.S. Securities and Exchange Commission on February 27, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant?s name into En |
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| February 27, 2020 |
Code of Business Conduct and Ethics** Exhibit 99.1 ORIENTAL CULTURE HOLDING LTD CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors on May 10, 2019) This Code of Business Conduct and Ethics (this ?Code?) covers a wide range of business practices and procedures. It does not cover every issue that may arise but it sets out basic principles to guide all officers, directors and employees of ORIENTAL CULTURE HOLDING LTD |
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| February 27, 2020 |
Form of Indemnification Escrow Agreement** Exhibit 10.7 INDEMNIFICATION ESCROW AGREEMENT THIS INDEMNIFICATION ESCROW AGREEMENT (this ?Agreement?) dated as of [?], 2020 is entered into by and among Oriental Culture Holding LTD (the ?Company?), ViewTrade Securities, Inc. (the ?Underwriter?), and Pearlman Law Group LLP (the ?Escrow Agent?). WITNESSETH: WHEREAS, the Company is offering (the ?Offering?) on a firm commitment basis [?] ordinary s |
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| February 27, 2020 |
1000 Potomac Street N.W. Suite 200 Washington, D.C. 20007 Main: 202.965.7880 Fax: 202.965.1729 foster.com Direct Phone: 202.298.1735 [email protected] February 27, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Paul Fischer Robert S. Littlepage Christie Wong Re: Oriental |
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| February 27, 2020 |
Consent of Foster Garvey P.C. (included in Exhibit 5.4)** Exhibit 5.4 February 27, 2020 Oriental Culture Holding LTD No. 2, Youzishan Road, Dongba Street Gaochun District, Nanjing City Jiangsu Province, China 21000 Ladies and Gentlemen: We have acted as U.S. counsel to Oriental Culture Holding LTD (the ?Company?), in connection with the Registration Statement on Form F-1 (File No. 333-234654) (as amended, the ?Registration Statement?) filed with the Secu |
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| February 27, 2020 |
Exhibit 5.3 Date: 27 February 2020 Oriental Culture Holding LTD c/o Jiangsu Yanggu Culture Development Co., Ltd. No. 2, Youzishan Road, Dongba Street Gaochun District, Nanjing City Jiangsu Province, China 210000 Dear Sir or Madam, We are qualified lawyers of Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”) and as such are qualified to issue this opinion on th |
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| February 27, 2020 |
Form of Underwriting Agreement** Exhibit 1.1 UNDERWRITING AGREEMENT [●], 2020 ViewTrade Securities, Inc. 7280 W. Palmetto Park Road Suite 310 Boca Raton, Florida 33433 As Representative of the Underwriters named on Annex A hereto Ladies and Gentlemen: The undersigned, Oriental Culture Holding LTD, a company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), hereby confirms its agreement (this “Ag |
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| February 27, 2020 |
Exhibit 10.21 Technology Advisory Engagement Agreement Party A: Kashi Dongfang Collection Culture Development Co., Ltd Add: Room 721, Section B, Corps Divisional Headquarters Building, Headquarters Economy Area, Shenka Avenue, Kashi Economic Development Area, Kashi Prefecture, Xinjiang. Party B: Huajun Gao ID No: Party A and Party B hereby enter into this contract on Party A engaging Party B as it |
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| February 27, 2020 |
List of Subsidiaries of the Registrant** EX-21.1 12 ff12019a2ex21-1oriental.htm LIST OF SUBSIDIARIES OF THE REGISTRANT Exhibit 21.1 List of Principal Subsidiaries and Variable Interest Entities of the Registrant Principal Subsidiaries Place of Incorporation Oriental Culture Development LTD British Virgin Islands HK Oriental Culture Investment Development Limited Hong Kong China International Assets and Equity of Artworks Exchange Limited |
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| February 27, 2020 |
Form of Underwriters’ Warrant** Exhibit 4.2 Form of Representative?s Warrant to Purchase Ordinary Shares THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT OR CAUSE IT TO |
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| February 27, 2020 |
Exhibit 10.20 Management Consulting Advisory Agreement Party A: Kashi Longrui Business Management Services Co., Ltd. Add: Room 501, 14/F, Shaanxi Building, Headquarters Economy Area, Shenka Avenue, Kashi Economic Development Area, Kashi Prefecture, Xinjiang. Party B: Aimin Kong ID No: Through friendly consultations between Party A and Party B, Party A decides to engage Party B as its annual manage |
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| January 10, 2020 |
Exhibit 10.19 Office Premises Use Contract Party A: Nanjing Cultural and Artwork Property Exchange Co., Ltd. Add: 4/F, Building F4, Zidong International Creative Park, Qixia District, Nanjing. Party B: Kashi Longrui Business Management Services Co., Ltd. Whereas Party A cooperates with Party B, both parties hereby enter into the following contract with respect to Party B using the office space of |
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| January 10, 2020 |
Direct Phone: 202.298.1735 [email protected] January 10, 2020 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Paul Fischer Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Registration Statement on Form F-1 Filed on November 12, 2019 File No. 333-234654 Ladi |
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| January 10, 2020 |
As filed with U.S. Securities and Exchange Commission on January 10, 2020. As filed with U.S. Securities and Exchange Commission on January 10, 2020. Registration No. 333-234654 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant?s name into Eng |
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| January 10, 2020 |
Exhibit 10.18 Dated this 1 August 2018 BETWEEN: HKDAEx Ltd and HKFAEx Ltd ADMINISTRATION SERVICES AGREEMENT THIS AGREEMENT is made as of the 1 August 2018 BETWEEN (1) HKDAEx Ltd a company incorporated in and under the laws of Hong Kong, whose registered office is at Unit 909, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong (hereinafter called the “Company”); and (2) HKFAEx Ltd a company incorp |
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| December 10, 2019 |
Oriental Culture Holding LTD Issuer Free Writing Prospectus Dated December 9, 2019 Filed Pursuant to Rule 433 Relating to Preliminary Prospectus Dated November 12, 2019 Registration Statement No. |
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| November 12, 2019 |
As filed with U.S. Securities and Exchange Commission on November 12, 2019. As filed with U.S. Securities and Exchange Commission on November 12, 2019. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oriental Culture Holding LTD (Exact name of Registrant as specified in its charter) Not Applicable (Translation of Registrant?s name into English) Cayman Islands 738 |
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| November 12, 2019 |
Second Amended and Restated Articles of Association** Exhibit 3.3 THE CAYMAN ISLANDS THE COMPANIES LAW (AS AMENDED) Second Amended and Restated Articles of Association of Oriental Culture Holding LTD (as adopted by a Special Resolution on 8 November 2019) THE CAYMAN ISLANDS THE COMPANIES LAW (AS AMENDED) SECOND AMENDED AND RESATED ARTICLES OF ASSOCIATION OF Oriental Culture Holding LTD (the ?Company?) (as adopted by a Special Resolution on 8 November |
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| November 12, 2019 |
Exhibit 10.2 ?????? Equity Pledge Agreement ???????(???????)??????2019?5?8?????????(??????)?????: This Equity Pledge Agreement (this ?Agreement?) has been executed by and among the following parties on May 8, 2019 in Nanjing, the People?s Republic of China (?China? or the ?PRC?): ??: ?????????????? (???????) Party A: Nanjing Rongke Business Consulting Service Co., Ltd. (hereinafter ?Pledgee?) ??: |
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| November 12, 2019 |
Exhibit 10.10 Website Advertising Space Leasing Agreement Party A: Kashi Jinwang Art Purchase E-commerce Co., Ltd (Lessor) Party B: Kashi Longrui Business Management Services Co., Ltd (Lessee) According to the applicable Chinese laws and regulations, Party A and Party B hereby reach the following agreement on Party B leasing advertising space on Party A’s website (www.njjwyg.com) through friendly |
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| November 12, 2019 |
Exhibit 10.17 No. Technical Maintenance Services Contract Party A: Jinling Cultural Property Rights Exchange Co., Ltd Address: 7/F, Building 5, #18, Jialingjiang East Street, Jianye District, Nanjing Party B: Nanjing Yanyu Information Technology Co., Ltd. Address: No. 530, Information New Materials Industrial Park, Dongba Town, Nanjing, Jiangsu Province In accordance with the Contract Law of the P |
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| November 12, 2019 |
Exhibit 10.8 Oriental Culture Holding Ltd. DIRECTOR AGREEMENT This Director Agreement (the ?Agreement?) is made and entered into as of (the ?Effective Date?), by and between Oriental Culture Holding Ltd., a Cayman Islands company (the ?Company?), and , an individual (the ?Director?). I. SERVICES 1.1 Board of Directors. The Company has appointed the Director to the Company?s Board of Directors (the |
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| November 12, 2019 |
Exhibit 10.9 Fixed Asset Transfer Contract Transferor: Nanjing Culture and Artwork Property Exchange Co., Ltd (hereinafter, “Party A”) Transferee: Kashi Longrui Business Management Services Co., Ltd (hereinafter, “Party B”) Party A and Party B hereby enter into the following agreement on transfer of Party A’s fixed assets through friendly consultations: 1. Party A agrees to transfer a group of fix |
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| November 12, 2019 |
List of subsidiaries of the Registrant** Exhibit 21.1 List of Principal Subsidiaries and Variable Interest Entities of the Registrant Principal Subsidiaries Place of Incorporation Oriental Culture Investment Development Limited Hong Kong China International Assets and Equity of Artworks Exchange Limited Hong Kong HKDAEx Limited Hong Kong Nanjing Rongke Business Consulting Service Co., Ltd PRC Consolidated Variable Interest Entity Place o |
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| November 12, 2019 |
Exhibit 10.12 No. Technical Maintenance Services Contract Party A: Kashi Jinwang Art Purchase E-commerce Co., Ltd Address: Room 1405-6, Shaanxi building, Headquarters Economy Area, Shenka Avenue, Kashi Economic Development Area, Kashi Area, Xinjiang Party B: Nanjing Yanyu Information Technology Co., Ltd. Address: No. 530, Information New Materials Industrial Park, Dongba Town, Nanjing, Jiangsu Pro |
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| November 12, 2019 |
EX-10.4 8 ff12019ex10-4oriental.htm VOTING RIGHTS PROXY AND FINANCIAL SUPPORTING AGREEMENT Exhibit 10.4 股东表决权委托及财务支持协议 Voting Rights Proxy and Financial Supporting Agreement 本股东表决权委托及财务支持协议(以下称“本协议”)于2019年5月8日在中华人民共和国(下称“中国”)南京市签订: This Voting Rights Proxy and Financial Supporting Agreement (the “Agreement”) is executed by and among the following Parties as of May 8, 2019 in Nanjing, the People’s |
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| November 12, 2019 |
Form of Employment Agreement between the Registrant and executive officers of the Registrant**† EX-10.5 9 ff12019ex10-5oriental.htm EMPLOYMENT AGREEMENT Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of this day of , 2019 (the “Effective Date”), by and between Oriental Culture Holding Ltd., a Cayman Islands company (the “Company”), and (the “Executive”). WITNESSETH: WHEREAS, the parties desire to enter into this Agreement setting for |
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| November 12, 2019 |
Second Amended and Restated Memorandum of Association** Exhibit 3.2 THE CAYMAN ISLANDS THE COMPANIES LAW (AS AMENDED) Second Amended and Restated Memorandum of Association of Oriental Culture Holding LTD (as adopted by a Special Resolution on 8 November 2019) THE CAYMAN ISLANDS THE COMPANIES LAW (AS AMENDED) SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF Oriental Culture Holding LTD (the ?Company?) (as adopted by a Special Resolution on 8 Nov |
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| November 12, 2019 |
Exhibit 10.1 技术咨询与服务协议 Technical Consultation and Service Agreement 本技术咨询与服务协议（以下简称“本协议”）由以下双方于2019年5月8日在中华人民共和国（下称“中国”）南京市签署: This Technical Consultation and Service Agreement (this “Agreement”) is made and entered into by and between the following parties on May 8, 2019 in Nanjing, the People’s Republic of China (“China” or the “PRC”): 甲方： 南京嵘科商务咨询服务有限公司 Party A: Nanjing Rongke Business Consulti |
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| November 12, 2019 |
Direct Phone: 202.298.1735 [email protected] November 12, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, N.E. Washington, D.C. 20549 Attn: Celeste M. Murphy Paul Fischer Robert S. Littlepage Christie Wong Re: Oriental Culture Holding LTD Draft Registration Statement on Form F-1/A Amended on October 11, 2019 CIK No. 000177 |
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| November 12, 2019 |
Exhibit 10.11 No. Technical Maintenance Services Contract Party A: Hunan Huaqiang Artwork Trading Center Co., Ltd Party B: Nanjing Yanyu Information Technology Co., Ltd. In accordance with the Contract Law of the People?s Republic of China and through friendly consultations, regarding the technical maintenance services of the trading system of Hunan Huaqiang ARtwork Trading Center Co., Ltd, in the |
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| November 12, 2019 |
Exhibit 10.13 No. Technical Maintenance Services Contract Party A: Nanjing Jinwang Art Purchase E-commerce Co., Ltd Address: 4/F, Building 5, #18, Jialingjiang East Street, Jianye District, Nanjing Party B: Nanjing Yanyu Information Technology Co., Ltd. Address: No. 530, Information New Materials Industrial Park, Dongba Town, Nanjing, Jiangsu Province In accordance with the Contract Law of the Peo |
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| November 12, 2019 |
Exhibit 10.3 股权处分合同 Equity Option Agreement 本股权处分合同(下称“本合同”)由以下各方于2019年5月8日在中华人民共和国(下称“中国”)南京市签订: This Equity Option Agreement (this “Agreement”) is executed by and among the following Parties as of May 8, 2019 in Nanjing, the People’s Republic of China (“China” or the “PRC”): 甲方: 南京嵘科商务咨询服务有限公司 Party A: Nanjing Rongke Business Consulting Service Co., Ltd. 地址: 南京市高淳区东坝信息新材料产业园872号 Address: 872 Don |
