6-K
Oriental Culture Holding LTD (OCG)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D. C. 20549
FORM6-K
REPORT OF FOREIGN PRIVATE ISSUERPURSUANT TO RULE 13a-16 OR 15d-16UNDER THESECURITIES EXCHANGE ACT OF 1934
For the month of April 2021
Commission File Number: 001-39734
OrientalCulture 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): ☐
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.
| Oriental Culture Holding LTD | ||
|---|---|---|
| Date: April 30, 2021 | By: | /s/ Yi Shao |
| Name: | Yi Shao | |
| Title: | Chief Executive Officer |
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Exhibit Index
| Exhibit Number | Description |
|---|---|
| 99.1 | Oriental Culture Holding LTD Announces 2020 Fiscal Year Financial Results |
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Exhibit 99.1
Oriental Culture Holding LTD Announces 2020Fiscal 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 financial results for the fiscal year ended December 31, 2020.
Key Financial Highlights for Fiscal Year 2020:
| ● | Operating revenues increased by $4.0 million<br>or 29.7% from $13.4 million in fiscal year 2019 to $17.4 million in fiscal year 2020. | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| ● | Gross profit was $14.8 million in 2020<br>as compared to $12.1 million in 2019, representing a 22.1% growth from the same period in 2019. | ||||||||
| --- | --- | ||||||||
| ● | Net income was $2.0 million in 2020, a<br>decline of $7.1 million or 77.5% from $9.1 million in the same period of 2019. | ||||||||
| --- | --- | ||||||||
| For the Fiscal Years Ended December 31, | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ($ millions, except per share data) | 2020 | 2019 | % Change | ||||||
| Revenue | $ | 17.4 | $ | 13.4 | 29.7 | % | |||
| Gross profit | $ | 14.8 | $ | 12.1 | 22.1 | % | |||
| Gross margin | 85.1 | % | 90.3 | % | -5.2 percentage points | ||||
| Income from operations | $ | 1.65 | $ | 8.98 | -81.7 | % | |||
| Operating profit margin | 9.5 | % | 67.0 | % | -57.5 percentage points | ||||
| Net income | $ | 2.0 | $ | 9.1 | -77.5 | % | |||
| Earnings per share | $ | 0.13 | $ | 0.64 | -79.6 | % | |||
| Net book value per share | $ | 2.15 | $ | 0.92 | 133.7 | % |
The information in this press release is subject to the more completepresentation set forth in in our Annual Report on Form 20-F for the period ended December 31, 2020 which will be filed with the Securitiesand Exchange Commission on April 30, 2021.
Mr. Lewis Wan, Chairman of the Board of Directors of the Company commented, “As Covid-19 vaccines become available to wider community in the world, we believe a global economic recovery in 2021 is around the corner. With quantitative easing and low interest rate, capital flow and world economy will likely head for a change. We believe that as money pours into the market as a common tool to stimulate economic growth, the scarcest asset will not be cash but real, liquid assets, especially those are valued in RMB considering the growth in China. The products traded on OCG’s platforms are both valued in RMB, and are liquid assets that worth investing in with high collection values.”
“The online artwork and collectible trading markets will continue to attract strong investor interests as investor and collector confidence grows with the rise of China’s economy and the middle class. OCG rides on the right industry cycle and is confident that the Company’s long-term performance will benefit from the capital inflow and number of clients growth. OCG looks forward to creating increasing value for shareholders and share its development with the wider capital market.” Mr. Wan added.
Ms. Fiona Ni, Chief Financial Officer of the Company commented: “Our operating revenues increased by $4.0 million or 29.7% from $13.4 million in fiscal year 2019 to $17.4 million in fiscal year 2020. Gross profit was $14.8 million in 2020, representing a 22.1% growth from the same period in 2019. Newly listed products and new accounts opening have driven most of the positive rebound in OCG’s performance in the second half of 2020, which generated sales mainly from the collectibles and artwork listing services, marketing services and transaction fees. As of December 31, 2020, the number of types of collectibles, artwork and commodities listed on OCG’s platforms were 303, representing 163% increase from the previous year.”
“During the year 2020, OCG also had approximately 95,000 new accounts opened on the Company’s trading platforms, representing a year-on-year growth of 44% from approximately 66,000 new accounts opened during the same period of 2019.” Ms. Ni said.
About Oriental Culture Holding LTD
Oriental Culture Holding LTD is an online provider of collectibles and artwork e-commerce services, which allow collectors, artists, art dealers and owners to access an art trading market with a wider range of collectibles and artwork investors. Through its subsidiaries in Hong Kong, the Company provides trading facilitation for individual and institutional customers of all kinds of collectibles, artworks and certain commodities on its online platforms, as well as online and offline integrated marketing, storage and technical maintenance service to customers in China. For more information about the Company, please visit: www.ocgroup.hk.
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Safe Harbor Statement
This press release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may, “will, “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the following: the Company’s goals and strategies; the Company’s future business development; financial condition and results of operations; product and service demand and acceptance; reputation and brand; the impact of competition and pricing; changes in technology; government regulations; fluctuations in general economic and business conditions in China and assumptions underlying or related to any of the foregoing and other risks contained in reports filed by the Company with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
The Company:
IR Department
Email: IR@ocgroup.hk
Phone: +86 (025) 85766891
Investor Relations:
Janice Wang
EverGreen Consulting Inc.
Email: IR@changqingconsulting.com
Phone: +1 571-464-9470 (from U.S.)
+86 13811768559 (from China)
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ORIENTAL CULTURE HOLDING LTD AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, | |||||
|---|---|---|---|---|---|
| 2019 | |||||
| ASSETS | |||||
| CURRENT ASSETS | |||||
| Cash and cash equivalents | 24,036,174 | $ | 9,184,671 | ||
| Short-term investment | 1,056,286 | 1,749,092 | |||
| Accounts receivable, net | 402,428 | 1,263,224 | |||
| Other receivables and prepaid expenses | 199,515 | 32,942 | |||
| Deposit | 13,333,538 | - | |||
| Total current assets | 39,027,941 | 12,229,929 | |||
| PROPERTY AND EQUIPMENT, NET | 372,215 | 460,869 | |||
| OTHER ASSETS | |||||
| Escrow | 600,000 | - | |||
| Investment | 535,617 | 500,967 | |||
| Intangible assets, net | 572,992 | 739,793 | |||
| Deferred offering costs | - | 782,029 | |||
| Total other assets | 1,708,609 | 2,022,789 | |||
| Total assets | 41,108,765 | $ | 14,713,587 | ||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | 4,831,394 | $ | 333,505 | ||
| Accounts payable - related parties | 1,229,381 | 207,766 | |||
| Deferred revenue | 243,355 | 176,457 | |||
| Other payables and accrued liabilities | 1,043,383 | 695,806 | |||
| Other payables - related parties | 7,312 | 61,318 | |||
| Taxes payable | 184,694 | 139,463 | |||
| Total current liabilities | 7,539,519 | 1,614,315 | |||
| Total liabilities | 7,539,519 | 1,614,315 | |||
| COMMITMENTS AND CONTINGENCIES | |||||
| SHAREHOLDERS’ EQUITY | |||||
| Preferred shares, 0.00005 par value, 100,000,000 shares authorized, no shares issued and outstanding as of December 31, 2020 and 2019, respectively* | - | - | |||
| Ordinary shares, 0.00005 par value, 900,000,000 shares authorized, 30,054,712 and 24,800,000 shares issued***, 20,444,712 and 15,190,000 shares outstanding as of December 31, 2020 and 2019, respectively** | 1,503 | 1,240 | |||
| Treasury shares, at cost, 9,610,000 shares issued as of December 31, 2020 and 2019, respectively*** | (481 | ) | (481 | ) | |
| Additional paid-in capital | 18,884,992 | 1,608,045 | |||
| Statutory reserves | 112,347 | 112,347 | |||
| Retained earnings | 13,647,770 | 11,599,663 | |||
| Accumulated other comprehensive income (loss) | 923,115 | (221,542 | ) | ||
| Total shareholders’ equity | 33,569,246 | 13,099,272 | |||
| Total liabilities and shareholders’ equity | 41,108,765 | $ | 14,713,587 |
All values are in US Dollars.
| * | gives retroactive effect to the<br>re-designation of preferred shares on September 12, 2019. |
|---|---|
| ** | gives retroactive effect to the<br>re-designation of ordinary shares on September 12, 2019 and the 2-for-1 forward share split to authorized, issued and outstanding shares<br>on November 8, 2019. |
| --- | --- |
| *** | gives retroactive effect to the<br>surrender of an aggregate of 12.5% of our then outstanding ordinary shares from our existing shareholders at no consideration to the<br>Company as treasury shares on November 8, 2019 and retroactive effect to the second surrender of an aggregate of 30.0% of our then outstanding<br>ordinary shares from our existing shareholders at no consideration to the Company as treasury shares on May 28, 2020. |
| --- | --- |
The accompanying notes are an integral part of these consolidated financial statements.
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ORIENTAL CULTURE HOLDING LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVEINCOME
| For the Years Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| OPERATING REVENUES: | ||||||
| Net revenues | $ | 17,225,630 | $ | 13,203,049 | ||
| Net revenues - related parties | 213,172 | 246,386 | ||||
| Total operating revenues | 17,438,802 | 13,449,435 | ||||
| COST OF REVENUES: | ||||||
| Cost of revenues | (907,402 | ) | (722,198 | ) | ||
| Cost of revenues - related party | (1,734,761 | ) | (607,679 | ) | ||
| Total cost of revenues | (2,642,163 | ) | (1,329,877 | ) | ||
| GROSS PROFIT | 14,796,639 | 12,119,558 | ||||
| OPERATING EXPENSES: | ||||||
| Selling and marketing | (4,242,231 | ) | (550,373 | ) | ||
| Selling and marketing - related party | (1,762,652 | ) | (124,857 | ) | ||
| General and administrative | (6,943,803 | ) | (2,037,762 | ) | ||
| General and administrative - related parties | (201,865 | ) | (427,473 | ) | ||
| Total operating expenses | (13,150,551 | ) | (3,140,465 | ) | ||
| INCOME FROM OPERATIONS | 1,646,088 | 8,979,093 | ||||
| OTHER INCOME | ||||||
| Gain from short-term investment | 93,007 | 29,008 | ||||
| Interest income | 139,916 | 75,544 | ||||
| Other income, net | 169,096 | 4,227 | ||||
| Total other income, net | 402,019 | 108,779 | ||||
| INCOME BEFORE INCOME TAXES | 2,048,107 | 9,087,872 | ||||
| PROVISION FOR INCOME TAX | - | - | ||||
| NET INCOME | $ | 2,048,107 | $ | 9,087,872 | ||
| OTHER COMPREHENSIVE INCOME (LOSS) | ||||||
| Foreign currency translation adjustment | 1,144,657 | (132,280 | ) | |||
| COMPREHENSIVE INCOME | $ | 3,192,764 | $ | 8,955,592 | ||
| WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES | ||||||
| Basic and diluted* | 15,615,729 | 14,167,041 | ||||
| EARNINGS PER SHARE | ||||||
| Basic and diluted* | $ | 0.13 | $ | 0.64 | ||
| * | gives retroactive effect to the<br>2-for-1 forward share split and the concurrent surrender of 12.5% of our then outstanding ordinary shares, from our existing shareholders<br>on November 8, 2019 and retroactive effect to the second surrender of 30.0% of our then outstanding ordinary shares, from our existing<br>shareholders on May 28, 2020. | |||||
| --- | --- |
The accompanying notes are an integral part of these consolidated financial statements.
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ORIENTAL CULTURE HOLDING LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Years Ended<br> December 31, | ||||||
|---|---|---|---|---|---|---|
| 2020 | 2019 | |||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||
| Net income | $ | 2,048,107 | $ | 9,087,872 | ||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||
| Depreciation and amortization | 308,274 | 241,719 | ||||
| Gain from short-term investment | (93,007 | ) | (29,008 | ) | ||
| Loss from disposal of equipment | 437 | 4,074 | ||||
| Bad debt expenses | 117,432 | - | ||||
| Change in operating assets and liabilities: | ||||||
| Decrease (increase) in accounts receivable | 779,503 | (358,411 | ) | |||
| Decrease in accounts receivable - related parties | - | 12,684 | ||||
| (Increase) decrease in other receivables and prepaid expenses | (778,684 | ) | 438,780 | |||
| Decrease in other receivables - related parties | - | 255,262 | ||||
| Decrease in prepayment | - | 15,367 | ||||
| Increase in accounts payable | 4,392,974 | 323,551 | ||||
| Increase (decrease) in accounts payable - related parties | 952,820 | (47,551 | ) | |||
| Increase (decrease) in deferred revenue | 51,738 | (642,459 | ) | |||
| Increase in other payables and accrued liabilities | 288,331 | 282,651 | ||||
| Increase (decrease) in taxes payable | 33,662 | (25,064 | ) | |||
| Net cash provided by operating activities | 8,101,587 | 9,559,467 | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||
| Purchase of short-term investment | (24,422,988 | ) | (4,157,281 | ) | ||
| Proceed from sale of short-term investment | 25,285,807 | 2,417,485 | ||||
| Proceed from sale of investment | - | 60,883 | ||||
| Purchase of property, plant and equipment | (9,388 | ) | (271,258 | ) | ||
| Purchase of intangible assets | (9,642 | ) | (119,725 | ) | ||
| Deposit on real estate purchase | (12,613,083 | ) | - | |||
| Cash acquired from business acquisition | - | 631,136 | ||||
| Net cash (used in) investing activities | (11,769,294 | ) | (1,438,760 | ) | ||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||
| Proceeds from initial public offering, net | 18,090,668 | - | ||||
| Payments of other payables - related party | (54,273 | ) | (162,291 | ) | ||
| Deferred offering costs | - | (691,288 | ) | |||
| Net cash provided by (used in) financing activities | 18,036,395 | (853,579 | ) | |||
| EFFECT OF EXCHANGE RATE ON CASH AND CASH EQUIVALENTS | 482,815 | (99,315 | ) | |||
| INCREASE IN CASH AND CASH EQUIVALENTS | 14,851,503 | 7,167,813 | ||||
| CASH AND CASH EQUIVALENTS, beginning of year | 9,184,671 | 2,016,858 | ||||
| CASH AND CASH EQUIVALENTS, end of year | $ | 24,036,174 | $ | 9,184,671 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||
| Cash paid for income tax | $ | - | $ | - | ||
| Cash paid for interest | $ | - | $ | - | ||
| NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES | ||||||
| Business acquisition through issuance of ordinary shares | $ | - | $ | 1,495,505 | ||
| Deferred offering costs offset with additional paid-in capital upon initial public offering | $ | 1,413,458 | $ | - | ||
| Proceeds from initial public offering placed in escrow | $ | 600,000 | $ | - |
The accompanying notes are an integral part of these consolidated financial statements.
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