Oriental Culture Holding LTD Files 20-F Annual Report

TL;DR

<b>Oriental Culture Holding LTD has filed its 20-F annual report for the fiscal year ending December 31, 2023, confirming its reporting compliance and share structure.</b>

AI Summary

Oriental Culture Holding LTD (OCG) filed a Foreign Annual Report (20-F) with the SEC on April 25, 2024. Oriental Culture Holding LTD filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company is incorporated in the Cayman Islands with principal executive offices in Hong Kong. As of December 31, 2023, there were 4,269,340 ordinary shares outstanding. The company's ordinary shares trade on the Nasdaq Capital Market under the symbol OCG. The filing confirms the company has met its reporting obligations for the preceding 12 months and the past 90 days.

Why It Matters

For investors and stakeholders tracking Oriental Culture Holding LTD, this filing contains several important signals. This filing provides investors with the company's official financial and operational overview for the past fiscal year, crucial for assessing its performance and future prospects. The confirmation of compliance with SEC filing requirements reassures stakeholders about the company's adherence to regulatory standards.

Risk Assessment

Risk Level: low — Oriental Culture Holding LTD shows low risk based on this filing. The filing is a routine annual report and does not contain new material information that would significantly alter the risk profile.

Analyst Insight

Investors should review the full 20-F filing for detailed financial statements and management discussion to understand the company's performance and outlook.

Key Numbers

• 20231231 — Fiscal Year End (Period covered by the report)
• 4,269,340 — Ordinary Shares Outstanding (As of December 31, 2023)
• 001-39734 — SEC File Number (Commission file number)
• 2024-04-25 — Filed As Of Date (Date the report was filed)

Key Players & Entities

• Oriental Culture Holding LTD (company) — Registrant name
• Yi Shao (person) — Chief Executive Officer
• Nasdaq Capital Market (company) — Exchange where shares are registered
• OCG (company) — Trading symbol
• Cayman Islands (company) — Jurisdiction of Incorporation
• Hong Kong (company) — Address of Principal Executive Offices

FAQ

Industry Context

Oriental Culture Holding LTD operates within the miscellaneous business services sector, as indicated by its SIC code.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including the filing of annual reports on Form 20-F.

What Investors Should Do

1. Review the full 20-F filing for detailed financial statements and management's discussion and analysis.
2. Monitor future SEC filings for updates on the company's financial health and strategic initiatives.
3. Analyze the company's performance against industry benchmarks and competitors.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 20-F filing.
• 2024-04-25: Filing Date — Date the 20-F annual report was officially submitted to the SEC.

Year-Over-Year Comparison

This filing is the annual report for the fiscal year ended December 31, 2023, and follows the standard reporting cadence for publicly traded companies.

Key Financial Figures

• $0.00025 — registered Ordinary Shares, par value $0.00025 OCG Nasdaq Capital Market Securities
• $ — " are to PRC enterprise income tax; "HK$," "HK dollars," "HKD" are to the legal
• $1.00 — 23, the exchange rate was RMB 7.0827 to $1.00 which is the intermediate exchange rate

Filing Documents

• ea0203968-20f_oriental.htm (20-F) — 2777KB
• ea020396801ex2-2_oriental.htm (EX-2.2) — 53KB
• ea020396801ex4-20_oriental.htm (EX-4.20) — 36KB
• ea020396801ex4-35_oriental.htm (EX-4.35) — 6KB
• ea020396801ex4-36_oriental.htm (EX-4.36) — 9KB
• ea020396801ex4-37_oriental.htm (EX-4.37) — 6KB
• ea020396801ex4-38_oriental.htm (EX-4.38) — 35KB
• ea020396801ex4-39_oriental.htm (EX-4.39) — 35KB
• ea020396801ex8-1_oriental.htm (EX-8.1) — 7KB
• ea020396801ex12-1_oriental.htm (EX-12.1) — 10KB
• ea020396801ex12-2_oriental.htm (EX-12.2) — 10KB
• ea020396801ex13-1_oriental.htm (EX-13.1) — 4KB
• ea020396801ex13-2_oriental.htm (EX-13.2) — 4KB
• ea020396801ex15-1_oriental.htm (EX-15.1) — 8KB
• ea020396801ex15-2_oriental.htm (EX-15.2) — 2KB
• ea020396801ex19-1_oriental.htm (EX-19.1) — 42KB
• ea020396801ex97-1_oriental.htm (EX-97.1) — 30KB
• image_001.jpg (GRAPHIC) — 59KB
• image_002.jpg (GRAPHIC) — 71KB
• image_003.jpg (GRAPHIC) — 37KB
• 0001213900-24-036221.txt (&nbsp;) — 10262KB
• ocg-20231231.xsd (EX-101.SCH) — 107KB
• ocg-20231231_cal.xml (EX-101.CAL) — 71KB
• ocg-20231231_def.xml (EX-101.DEF) — 407KB
• ocg-20231231_lab.xml (EX-101.LAB) — 755KB
• ocg-20231231_pre.xml (EX-101.PRE) — 425KB
• ea0203968-20f_oriental_htm.xml (XML) — 927KB

Forward-looking Statements

Forward-looking Statements iii PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information On The Company 47 Item 4A. Unresolved Staff Comments 73 Item 5. Operating And Financial Review And Prospects 73 Item 6. Directors, Senior Management And Employees 88 Item 7. Major Shareholders And Related Party Transactions 97 Item 8. Financial Information 99 Item 9. The Offer And Listing 100 Item 10. Additional Information 100 Item 11.

Quantitative And Qualitative Disclosures About Market Risk

Quantitative And Qualitative Disclosures About Market Risk 110 Item 12.

Description Of Securities Other Than Equity Securities

Description Of Securities Other Than Equity Securities 111 PART II Item 13. Defaults, Dividend Arrearages And Delinquencies 112 Item 14. Material Modifications To The Rights Of Security Holders And Use Of Proceeds 112 Item 15.

Controls And Procedures

Controls And Procedures 112 Item 16. [Reserved] 114 Item 16A. Audit Committee Financial Expert 114 Item 16B. Code Of Ethics 114 Item 16C. Principal Accountant Fees and Services 114 Item 16D. Exemptions From The Listing Standards For Audit Committees 114 Item 16E. Purchases Of Equity Securities By The Issuer And Affiliated Purchasers 114 Item 16F. Change In Registrant's Certifying Accountant 115 Item 16G. Corporate Governance 115 Item 16H. Mine Safety Disclosure 115 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 115 Item 16J Insider Trading Policy 115 Item 16K Cybersecurity 115 PART III Item 17.

Financial Statements

Financial Statements 116 Item 18.

Financial Statements

Financial Statements 116 Item 19. Exhibits 116 i Introduction In this annual report on Form 20-F, unless otherwise indicated, "we," "us," "our," the "Company", "Oriental Culture", "Registrant" and "OCG" refer to Oriental Culture Holding LTD., a company incorporated in the Cayman Islands, its predecessor entities, its subsidiaries, variable interest entity and the subsidiaries of the consolidated variable interest entity. Unless indicated otherwise, references to: "China" or the "PRC" are to the People's Republic of China, excluding, for the purpose of this report only, Hong Kong special administrative region, Macau special administrative region and Taiwan; "EIT" are to PRC enterprise income tax; "HK$," "HK dollars," "HKD" are to the legal currency of the Hong Kong special administrative region; "HKDAEx" are to HKDAEx Limited, a company incorporated under laws of Hong Kong and a wholly owned subsidiary of Oriental Culture Holding LTD; "International Exchange" are to China International Assets and Equity of Artworks Exchange Limited, a company incorporated under the laws of Hong Kong and a wholly owned subsidiary of Oriental Culture Holding LTD; "Jiangsu Yanggu" are to Jiangsu Yanggu Culture Development Co., Ltd., a company incorporated under the laws of China, which is the variable interest entity that carries out our main business operations in China; "MOFCOM" are to the Ministry of Commerce of the PRC; "Ordinary Share(s)" are our ordinary shares with a par value of US$0.00025 per share; "Oriental Culture," "we," "us," "our company," and "our" are to Oriental Culture Holding LTD, a Cayman Islands exempted company with limited liability, and its subsidiary and consolidated entity; "Oriental Culture BVI" are to Oriental Culture Development LTD, a company incorporated under the laws of British Virgin Islands and a wholly owned subsidiary of Oriental Culture Holding LTD; "Oriental Culture HK" are to HK Oriental Culture Investment Development Limite

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This report contains "forward-looking statements" for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent our beliefs, projections and predictions about future events. Known and unknown risks, uncertainties and other factors, including those listed under "Risk Factors," may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. All statements other than statements of historical fact are "forward-looking statements," including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management's beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as "may", "will", "should", "could", "would", "predicts", "potential", "continue", "expects", "anticipates", "future", "intends", "plans", "believes", "estimates" and similar expressions, as well as statements in the future tense, identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to: our goals and strategies; our future business development, financial conditions and results of operations; the expected growth of the collectibles and artwork trading and related services marketplace market in Hong Kong and China; fluctuations in interest rates; our expectations as to collectability of the revenues from collectibles and artwork trades fa

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION Our Holding Company Structure and Contractual Arrangements with the Consolidated VIE and Its Individual Shareholders in China We are a Cayman Islands holding company without material operations and our business is conducted by our subsidiaries in Hong Kong and variable interest entity ("VIE") and its subsidiaries in China and this structure involves unique risks to investors. We are not a Chinese operating company and that our business in China is conducted through contractual arrangements with the VIE and its subsidiaries. However, the VIE agreements have not been truly tested in the courts in China. Chinese regulatory authorities could disallow this structure, which would likely result in a material change in our operations and/or a material change in the value of the securities we are registering for sale, including that it could cause the value of such securities to significantly decline or become worthless. See " Item 3. Key Information—D. Risk Factors— "If the Chinese government determines that the contractual arrangements through which we control the VIE do not comply with applicable regulations, our business could be adversely affected." and "Uncertainties and quick change in the interpretation and enforcement of Chinese laws and regulations with little advance notice could result in a material and negative impact on our business operations, decrease the value of our securities and limit the legal protections available to you and us." 1 There are legal and operational risks associated with being based in and having our operations in Hong Kong and China. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cyb

View Full Filing

View this 20-F filing on SEC EDGAR