Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
February 01 2021 - 4:01PM
Edgar (US Regulatory)
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 China
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
January 28, 2021, Nanjing Rongke Business Consulting Service Co., Ltd., a wholly owned subsidiary of Oriental Culture Holding
LTD (the “Company“), entered into an Amended and Restated Equity Pledge Agreement, an Amended and Restated Equity
Option Agreement, and an Amended and Restated Voting Rights Proxy and Financial Supporting Agreement (“Amended and Restated
VIE Agreements“) with Jiangsu Yanggu Culture Development Ltd. (“Jiangsu Yanggu“) and all shareholders of Jiangsu
Yanggu in order to amend and restate the Equity Pledge Agreement, Equity Option Agreement, and Voting Rights Proxy and Financial
Supporting Agreement originally entered by the parties in May, 2019 (“Original VIE Agreements“). The Amended and Restated
VIE Agreements were made principally to reflect a change of the share ownership of Jiangsu Yanggu as a result of the transfer
by Mr. Weipeng Liang of his 10% equity interest in Jiangsu Yanggu to Ms. Yuanyuan Xiao on January 28, 2021. Except for the change
of the share ownership of Jiangsu Yanggu due to such equity transfer, there are no other changes to the terms of the Original
VIE Agreements.
The
description of the Amended and Restated VIE Agreements contained in this Report on Form 6-K does not purport to be complete and
is qualified in its entirety by reference to the full text of the forms of the Amended and Restated Equity Pledge Agreement, Amended
and Restated Equity Option Agreement, and Amended and Restated Voting Rights Proxy and Financial Supporting Agreement, each of
which is filed herewith as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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Oriental Culture Holding LTD
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Date: February 1, 2021
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By:
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/s/
Yi Shao
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Name:
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Yi Shao
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Title:
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Chief Executive Officer
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