Oriental Culture Holding LTD

Recent developments

On January 23, 2025, the Board of Directors of the Company (the “Board”) approved the appointment of Mr. Aimin Kong as the Chief Operating Officer (“COO”) of the Company for a term of 5 years and agreed to grant him 12 million preferred shares. On June 27, 2025, the shareholders of the Company approved that 12 million preferred shares (the “Preferred Shares”) be designated and issued to Mr. Aimin Kong or the company under this control at the Extraordinary General Meeting of the shareholders of the Company. Each Preferred Share shall have 15 votes for every Preferred Share of which he is the holder, subject to the Certificate of Designation and certain vesting and earn-out terms in his Employment Agreement. The Preferred Shares were valued at approximately $1.75 million on the grant date. On June 27, 2025, the 12 million Preferred Shares were issued to Hao Shun Investments Limited, a company under the control of Mr. Kong.

On April 28, 2025 (“Grant Date”), Compensation Committee of the Board granted stock awards of 500,000 ordinary shares, par value $0.00025, pursuant to our 2021 Omnibus Equity Plan, to five officers and employees of us and subsidiaries of our operating variable interest entity (the “Grantees”), including 100,000 shares to Mr. Yi Shao, the Chief Executive Officer of the Company (collectively, the “Grants”). The Grants vested immediately on the Grant Date and each of the Grantees also entered into an Unrestricted Stock Award Agreement with the Company on April 28, 2025. Grant date fair value of the stock award was approximately $2,040,000.

Due to the investigation against our related parties (see details below), the revenue for the six months ended June 30, 2025 has been continuously, materially and negatively impacted as regaining customers’ confidence in the Company was challenging. In order to develop the business and customers, the Company purchased software of block chain asset exchange system at a cost of $1.5 million in November 2024 and planed to offer block chain asset trading on our platform to generate transactions service fee. However, the project has not yet been launched and the Company is evaluating the project and will obtain all approvals required before the launch of this project.

On October 16, 2025, the Board approved and authorized that the authorized share capital of the Company be increased from (a) $50,000 divided into 280,000,000 shares of which (x) 180,000,000 shares are designated as ordinary shares with a nominal or par value of $0.00025 per share and (y)100,000,000 shares are designated as preferred shares with a nominal or par value of $0.0005 per share, to (b) $500,000 divided into shares of which (x) 1,980,000,000 shares are designated as ordinary shares with a nominal or par value of $0.00025 per share, and (y) 100,000,000 shares are designated as preferred shares with a nominal or par value of $0.00005 per share by creation of 1,800,000,000 ordinary shares with a nominal or par value of $0.00025 per share. (the “Share Capital Increase”) The Share Capital Increase is still subject to shareholders’ approval.

On October 16, 2025, the Board also approved to terminate the variable interest entity (“VIE”) structure of the Company due to the change of its business strategy. Jiangsu Yanggu Culture Development Co., Ltd. (“Jiangsu Yanggu”), the variable interest entity of the Company, will transfer all the equity interests of its wholly owned subsidiaries, namely Nanjing Yanqing Information Technology Co., Ltd. (“Nanjing Yanqing”) and Nanjing Yanyu Information Technology Co., Ltd. (“Nanjing Yanyu”) to Nanjing Rongke Business Consulting Service Co., Ltd. (the “WFOE” or “Nanjing Rongke”), a wholly owned subsidiary of the Company and the Company will terminate the Equity Pledge Agreement by and among the WFOE, Jiangsu Yanggu and Jiangsu Yanggu’s shareholders to release the pledged shares of Jiangsu Yanggu to its shareholders. Jiangsu Yanggu has completed the transfer of all the equity interests of Nanjing Yanqing and Nanjing Yanyu to Nanjing Rongke on November 11, 2025. Upon the completion of this transfer, the Company owns the equity interest of its operating entities in China instead of through VIE structure.