Oriental Culture Holding LTD 6-K, filed Jul 27, 2026
Oriental Culture Holding LTD (OCG)
About this 6-K
Oriental Culture Holding LTD filed this 6-K on July 27, 2026.
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 July 2026
Commission File Number: 001-39734
Oriental Culture Holding LTD.
Room 1310, Tower B, Harbour View Building
Eastern District, Hong Kong
(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 ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
On July 27, 2026, Oriental Culture Holding LTD. (the “Company”) entered into a Share Transfer Agreement (the “Agreement”) with Spring Harvest Holdings Ltd., a British Virgin Islands company and unrelated third party (the “Buyer”). 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 the Buyer for a cash consideration of HK$1,000,000.
The transfer of 100% equity interest of International Exchange and the strategic plan for the transition of the Company's principal business from an online provider of collectibles and artwork e-commerce services to a service-oriented business supporting third-party trading platforms have both been approved by the Board of Directors. 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.
Exhibit Index
| Exhibit Number | Description | |
| 10.1 | Share Transfer Agreement by and between Oriental Culture Holding LTD. and Spring Harvest Holdings Ltd. dated July 27, 2026 |
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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: July 27, 2026 | By: | /s/ Yi Shao |
| Name: | Yi Shao | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
SHARE TRANSFER AGREEMENT
This Share Transfer Agreement (this “Agreement”) is made and entered into as of 2026-7-27 (the “Effective Date”), by and between:
Transferor: Oriental Culture Holding LTD
Transferee: Spring Harvest Holdings Ltd
The Transferor and the Transferee are hereinafter collectively referred to as the “Parties” and individually as a “Party.”
WHEREAS:
A. CHINA INTERNATIONAL ASSETS AND EQUITY OF ARTWORKS EXCHANGE LIMITED (the “Target Company”) is a wholly-owned subsidiary of the Transferor, Oriental Culture Holding LTD; the Target Company is incorporated under the laws of Hong Kong.
B. The Transferor desires to transfer the target company’s Shares to the Transferee, and the Transferee desires to acquire the Shares from the Transferor, subject to the terms and conditions set forth herein.
NOW, THEREFORE, the Parties agree as follows:
ARTICLE 1
TRANSFER OF SHARES
1.1 Subject to the terms and conditions of this Agreement, the Transferor hereby agrees to sell, assign, transfer, and deliver to the Transferee, and the Transferee hereby agrees to purchase and accept from the Transferor, all of the Transferor’s right, title, and interest in and to the Shares, free and clear of all liens, charges, encumbrances, claims, and third-party rights whatsoever.
1.2 The Shares to be transferred under this Agreement consist of:
| Company Name | Percentage of Shares | |||
| CHINA INTERNATIONAL ASSETS AND EQUITY OF ARTWORKS EXCHANGE LIMITED | 100% | |||
1.3 Upon the transfer contemplated herein, the Transferee shall be entitled to all rights, benefits, and privileges attaching to the Shares, including all voting rights, dividend rights, and other rights incidental to ownership of the Shares from and after the Closing Date.
ARTICLE 2
PURCHASE PRICE
2.1 The total purchase price for the Shares shall be 1,000,000HKD (the “Purchase Price”).
2.2 Payment Information:
ACCOUNT NAME: ORIENTAL CULTURE HOLDING LTD
ACCOUNT No. : NRA
BANK NAME: PING AN BANK CO. ,LTD.
BANK ADDRESS: NANJING INTERNATIONAL YOUTH CULTRUE CENTRE，210019，NANJING，CHINA
SWIFT CODE:
ARTICLE 3
CLOSING
3.1 At the Closing, the Transferor shall deliver to the Transferee:
(a) a duly executed instrument of transfer in the form required by the Companies Ordinance of Hong Kong;
(b) the original share certificate(s) representing the Shares;
(c) such other documents as may be necessary to effect the transfer of the Shares into the name of the Transferee on the register of members of the Company.
3.2 At the Closing, the Transferee shall pay the Purchase Price to the Transferor in accordance with Article 2.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR
The Transferor hereby represents and warrants to the Transferee as follows:
4.1 The Transferor has full legal capacity, power, and authority to enter into this Agreement and to transfer the Shares to the Transferee.
4.2 The Transferor is the sole legal and beneficial owner of the Shares and has good and marketable title to the Shares, free and clear of all liens, charges, encumbrances, pledges, mortgages, security interests, claims, and third-party rights of any kind whatsoever.
4.3 The Transferor has not granted any option, right of first refusal, or other similar right to any third party with respect to the Shares.
4.4 The execution, delivery, and performance of this Agreement by the Transferor do not and will not violate or conflict with any law, regulation, judgment, order, or decree applicable to the Transferor, or any agreement or instrument to which the Transferor is a party.
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4.5 To the best of the Transferor’s knowledge, there are no actions, suits, proceedings, or investigations pending or threatened against the Transferor that would impair the Transferor’s ability to perform its obligations under this Agreement.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE TRANSFEREE
The Transferee hereby represents and warrants to the Transferor as follows:
5.1 The Transferee has full legal capacity, power, and authority to enter into this Agreement and to purchase the Shares.
5.2 The execution, delivery, and performance of this Agreement by the Transferee do not and will not violate or conflict with any law, regulation, judgment, order, or decree applicable to the Transferee, or any agreement or instrument to which the Transferee is a party.
5.3 The Transferee has sufficient funds to pay the Purchase Price and perform its obligations under this Agreement.
ARTICLE 6
COVENANTS
6.1 The Transferor agrees to execute and deliver all such further documents and instruments and take all such further actions as may be reasonably necessary to carry out the provisions and purposes of this Agreement and to vest in the Transferee good and marketable title to the Shares.
6.2 The Transferee agrees to cooperate with the Transferor and the Company and to execute and deliver all such further documents and instruments as may be reasonably necessary to effect the transfer of the Shares and to comply with all applicable laws and regulations.
6.3 Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement.
ARTICLE 7
GOVERNING LAW AND DISPUTE RESOLUTION
8.1 This Agreement shall be governed by and construed in accordance with the laws of Hong Kong.
8.2 Any dispute arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of Hong Kong.
ARTICLE 8
ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties relating thereto.
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ARTICLE 9
AMENDMENT AND WAIVER
No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any subsequent breach of the same or any other provision.
TRANSFEROR:
Oriental Culture Holding LTD
| By: | /s/ Shao Yi | |
| Name: | Shao Yi | |
| Title: | Director | |
| Date: | 2026-7-27 |
TRANSFEREE:
Spring Harvest Holdings Ltd
| By: | /s/ Yu Ansheng | |
| Name: | Yu Ansheng | |
| Title: | Director | |
| Date: | 2026-7-27 |
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