Oriental Culture Holding LTD

Recent developments

On January 16, 2026, pursuant to the share consolidation authorization approved by shareholders at the November 28, 2025 extraordinary general meeting, the Company completed a 1-for-220 share consolidation of its ordinary shares. Upon effectiveness, the par value per ordinary share increased from $0.00025 to $0.055.

On March 20, 2026, at the Company’s extraordinary general meeting, shareholders approved an increase to the Company’s authorized share capital. The authorized share capital was increased from $500,000 to $5,505,000 through the creation of an additional 91,000,000 ordinary shares with a par value of $0.055 each. Following this increase, the Company’s authorized share capital consisted of 100,000,000 ordinary shares with a par value of $0.055 per share and 100,000,000 preferred shares with a par value of $0.00005 per share.

On April 20, 2026, the Company entered into a Subscription Agreement (the “Agreement”) with Jade Cove, L.P., a Cayman Islands exempted limited partnership (“Jade Cove”). Jade Cove makes direct and indirect investments in internet technology companies in the fields of commerce, content and entertainment. Pursuant to the Agreement, the Company had made the subscription payment in an aggregate amount of US$10,000,000 (the “Subscription Amount”) to acquire 66.67% interest in Jade Cove by April 22, 2026 and has become a limited partner of Jade Cove and is bound by the partnership agreement.

On April 27, 2026, the Company completed a further 1-for-3 share consolidation of its ordinary shares, affecting both issued and authorized but unissued ordinary shares. This share consolidation was effected under the two-year share-consolidation authority granted by the November 28, 2025 extraordinary general meeting of shareholders. The par value per ordinary share was increased to $0.165.

On May 29, 2026, the Company filed a Form F-3 shelf registration statement with the SEC to replace its prior shelf registration. The Form F-3 allows the Company to offer and sell from time-to-time ordinary shares, preferred shares, warrants, subscription rights and units with an aggregate offering amount of up to $260,000,000, including $167,076,192 of unused capacity carried over from the former shelf. As of the reporting date, no securities have been issued under this Form F-3. Net proceeds from any future offerings will be used for business development, working capital and general corporate purposes, and may be deployed for potential acquisitions, subject to the terms of applicable prospectus supplements.

In July 2026, the Company announced that its Board of Directors has approved a strategic transition of its main business from online provider of collectibles and artwork e-commerce services to the supporting services for third party art and collectible platforms. In response to recent development in art and collectible trading industry in China, the Company has carefully reviewed its overall business development strategy and plans to further develop and expand its supporting services for the art and collectible trading platform to transition its main business towards supporting service-oriented business for third party trading platforms.

Through its wholly owned operating subsidiaries in China, the Company will develop three core business streams: (i) technology support services, (ii) cultural and art products warehousing and custodianship services, and (iii) real estate operations, while continue to expand its ancillary services related to art appraisal and grading. Among these, the technology support services and cultural art warehousing and custodianship segments are built upon the Company’s existing long-term cooperative relationship in the industry, which have been generating stable and recurring cash flows for the Company. Leveraging its experience in trading platform development, operation and maintenance, and professional cultural art warehousing and logistics, the Company believes it will be able to provide third party trading platforms, shopping malls, and other institutional clients with standardized, fully integrated supporting services—covering platform development, day-to-day operations, and art warehousing and custodianship—to establish a solid revenue backbone for the Company. The real estate operations will be mainly conducted through leasing out our self-owned properties to third parties to deliver supplementary revenue to the Company.

On July 27, 2026, the Company entered into a Share Transfer Agreement (the “Agreement”) with Spring Harvest Holdings Ltd., a British Virgin Islands company and unrelated third party (“Spring Harvest”). Pursuant to the Agreement, the Company agreed to transfer 100% equity interest of China International Assets Equity of Artworks Exchange Limited (the “International Exchange”), a wholly owned subsidiary of the Company, to Spring Harvest for a cash consideration of HK$1,000,000. Following the completion of the share transfer on August 5, 2026, the Company will fully divest its exchange operating business, and International Exchange will no longer be included in the Company’s consolidated financial statements. The disposal of the equity interest of International Exchange is a significant step in implementing the Company’s new development strategy and reallocating resources to focus on its supporting service business.

On August 4,2026 (the “Grant Date”), the Compensation Committee (“Committee”) of the Board of Directors (the “Board”) of Company granted stock awards of1,000,000 ordinary shares of the Company, par value $0.165 (the “Ordinary Shares”), pursuant to the Company’s 2026 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”), including: 200,000 Ordinary Shares to Yi Shao, Chief Executive Officer of the Company and 200,000 Ordinary Shares to Lijuan Ding, Chief Financial 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 August 4, 2026.