Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
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.
Exhibit 99.1
Oriental Culture Holding LTD Announces First
Half Year of 2026 Unaudited Financial Results
HONG KONG, Nov. 03, 2026 (GLOBE NEWSWIRE) --
Oriental Culture Holding LTD. (“OCG” or the “Company”) (NASDAQ: OCG), a provider of supporting services for
third party art and collectible trading platforms and online services for collectibles and artwork e-commerce, today
announced its unaudited financial results for the six months ended June 30, 2026.
First Half Year of 2026 Financial Highlights
| |
● |
Total revenues were approximately $1.0 million for the six months ended June 30, 2026, compared with the total revenues of approximately $0.1 million for the six months ended June 30, 2025. |
| |
● |
Gross profit was approximately $1 million for the six months ended June 30, 2026, compared with approximately gross profit of $0.1 million for the six months ended June 30, 2025. |
| |
● |
Gross margin was 99.3% for the six months ended June 30, 2026, compared with a gross margin of 85.4% for the six months ended June 30, 2025. |
| |
● |
Income from operations was $9,433 for the six months ended June 30, 2026, compared with loss from operations of approximately $4.5 million for the six months ended June 30, 2025. |
| |
● |
Net income was approximately $0.9 million for the six months ended June 30, 2026, compared with net loss of approximately $3.8 million for the six months ended June 30, 2025. |
| |
● |
Basic and diluted income per share was $0.52 and $0.51 for the six months ended June 30, 2026, compared with loss per share of $127.11 for the six months ended June 30, 2025. |
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.
Liquidity and Capital Resources
The Company typically financed its operations
through internally generated cash from its business operations and equity or debt financing. As of June 30, 2026, the Company had approximately
$60.2 million in cash and the Company’s working capital was approximately $65.0 million at June 30, 2026.
If the Company is unable to realize its assets
within the normal operating cycle of a 12-month period, the Company may have to consider supplementing its available sources of funds
through the following sources:
| |
● |
other available sources of equity or debt financing from financial institutions or investors; and |
| |
● |
financial support from our related parties and shareholders. |
Based on the above considerations, the Company’s
management believes that it has sufficient funds to meet its working capital requirements and debt obligations as they become due over
the next 12 months.
Results of Operations
The tables in the following discussion summarize
our unaudited interim condensed consolidated statements of operations and comprehensive loss for the periods indicated. The operating
results in any period are not necessarily of the results that may be expected for any future period.
Six Months Ended June 30, 2026 vs. June 30, 2025
| |
|
For the Six Months Ended
June 30, |
|
|
Variance |
|
| |
|
2026 |
|
|
2025 |
|
|
Amount |
|
|
% |
|
| |
|
(Unaudited) |
|
|
(Unaudited) |
|
|
|
|
|
|
|
| Net revenues |
|
$ |
1,011,832 |
|
|
$ |
141,374 |
|
|
$ |
870,458 |
|
|
|
615.7 |
% |
| Cost of revenues |
|
|
(7,193 |
) |
|
|
(20,696 |
) |
|
|
13,503 |
|
|
|
(65.2 |
)% |
| Gross profit |
|
|
1,004,639 |
|
|
|
120,678 |
|
|
|
883,961 |
|
|
|
732.5 |
% |
| Operating expenses |
|
|
(995,206 |
) |
|
|
(4,635,712 |
) |
|
|
3,640,506 |
|
|
|
(78.5 |
)% |
| Income (loss) from operations |
|
|
9,433 |
|
|
|
(4,515,034 |
) |
|
|
4,524,467 |
|
|
|
(100.2 |
)% |
| Other income, net |
|
|
923,103 |
|
|
|
690,693 |
|
|
|
232,410 |
|
|
|
33.6 |
% |
| Income (loss) before income taxes |
|
|
932,536 |
|
|
|
(3,824,341 |
) |
|
|
4,756,877 |
|
|
|
(124.4 |
)% |
| Provision for income taxes |
|
|
(12,443 |
) |
|
|
- |
|
|
|
(12,443 |
) |
|
|
NA |
|
| Net income (loss) |
|
|
920,093 |
|
|
|
(3,824,341 |
) |
|
|
4,744,434 |
|
|
|
(124.1 |
)% |
| Foreign currency translation adjustment |
|
|
1,117,053 |
|
|
|
130,857 |
|
|
|
986,196 |
|
|
|
753.6 |
% |
| Comprehensive income (loss) |
|
$ |
2,037,146 |
|
|
$ |
(3,693,484 |
) |
|
|
5,730,630 |
|
|
|
(155.2 |
)% |
| Weighted average number of ordinary shares |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
|
1,779,113 |
|
|
|
30,088 |
|
|
|
|
|
|
|
|
|
| Diluted |
|
|
1,788,204 |
|
|
|
30,088 |
|
|
|
|
|
|
|
|
|
| Earnings (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Basic |
|
$ |
0.52 |
|
|
$ |
(127.11 |
) |
|
|
|
|
|
|
|
|
| Diluted |
|
$ |
0.51 |
|
|
$ |
(127.11 |
) |
|
|
|
|
|
|
|
|
Revenues:
The following table sets forth the principal components
of our net revenues by amounts and percentages of our net revenues for the periods indicated:
| | |
For the Six Months Ended June 30, | | |
| |
| | |
2026 | | |
2025 | | |
Variance | |
| | |
Revenue | | |
% | | |
Revenue | | |
% | | |
Amount | | |
% | |
| | |
(Unaudited) | | |
| | |
(Unaudited) | | |
| | |
| | |
| |
| Listing services fees(1) | |
$ | 17 | | |
| 0.0 | % | |
$ | 661 | | |
| 0.5 | % | |
$ | (644 | ) | |
| (97.4 | )% |
| Transaction fees(2) | |
| 70,542 | | |
| 7.0 | % | |
| 62,912 | | |
| 44.5 | % | |
| 7,630 | | |
| 12.1 | % |
| System Maintenance and Technical Support Service Fees (3) | |
| 147,808 | | |
| 14.6 | % | |
| 77,801 | | |
| 55.0 | % | |
| 70,007 | | |
| 90.0 | % |
| Account Management Fee(4) | |
| 507,883 | | |
| 50.2 | % | |
| - | | |
| - | | |
| 507,883 | | |
| NA | |
| Warehousing Service Fee (5) | |
| 285,582 | | |
| 28.2 | % | |
| - | | |
| - | | |
| 285,582 | | |
| NA | |
| Total operating revenues | |
$ | 1,011,832 | | |
| 100.0 | % | |
$ | 141,374 | | |
| 100.0 | % | |
$ | 870,458 | | |
| 615.7 | % |
(1) Listing service fees: Our performance
obligation is to provide listings on our platform. Listing service fees are calculated based on a percentage of the listing value of collectibles,
artwork and commodities. Listing value is the total offering price of the collectible, artwork and commodities when the ownership of the
units is initially listed on our trading platforms. We utilize an appraised value as a basis to determine the appropriate listing value
for each collectible, artwork or commodities, or portfolio of collectibles, artwork or commodities. We recognize the related revenue upon
our completion of our performance obligation to the customer and its item is successfully listed for trading on our platforms.
Total listing service fees decreased by $644 or
97.4% from $661 for the six months ended June 30, 2025 to $17 for the same period in 2026. Our listing service fees are calculated based
on a percentage of the listing value of collectibles, artwork and commodities of new products. The main reason for the decline in the
listing value of new products was the decrease in the number of new products; this decrease in number was attributable to the slowdown
in the industry and tough market environment.
(2) Transaction fee revenue: Transaction
fee revenue is generally calculated based on the transaction value of collectibles, artwork or commodities per transaction for our services
to facilitate the trading transactions. Transaction value is the dollar amount of the purchase and sale of the collectibles, artwork or
commodities after it is listed on our platform.
Total transaction fee revenue increased by $7,630
or 12.1% from $62,912 for the six months ended June 30, 2025 to $70,542 for the same period in 2026. The slight increase was mainly due
to normal market fluctuations, with trading volume slightly increased.
(3) System Maintenance and Technical Support
Service Fees: System maintenance and technical support services mainly include the development, iteration and daily operation and
maintenance of information systems based on customers’ business needs to ensure stable system operation; provide full-process technical
support for customers’ operation platforms, optimize user experience, coordinate function launches and conduct data statistical
analysis; offer IT infrastructure services such as server management, network security, system monitoring and disaster recovery design;
assist customers in data cleansing, integration, analysis and visualization to support data-driven business decisions; and provide customer
services including consultation, issue response and complaint handling. Service fees are mainly fixed monthly charges, and the related
revenue is recognized evenly on a straight-line basis over the service period.
System maintenance and technical support services
increased by $70,007 or 90% from $77,801 for the six months ended June 30, 2025 to $147,808 for the same period in 2026. The increase
was mainly due to the service fee rates have been increased during the six months ended June 30, 2026 comparing to the same period of
2025.
(4) Account Management Fees: Account management
fees are charged as a fixed monthly fee per customer account for providing continuous account maintenance and management services. The
transaction price is a fixed monthly amount per account as stipulated in the customer agreement, with no variable consideration. Account
management fee revenue is recognized over time on a straight-line monthly basis as the performance obligation is satisfied.
Account management fees were $507,883 for the
six months ended June 30, 2026. We started to charge a new monthly account management fee for our customers that have accounts with us
since October 1, 2025. As the newly added revenue derived from the Company’s existing customers, it reflects the Company’s
ability to diversify its revenue mix and enhance sustainable profitability while further tapping into the value of its existing customer
base.
(5) Warehousing Service Fee: Warehousing
service fees are charged for providing professional storage and preservation services for customers’ collectibles listed on the
platform. The fee is calculated daily based on the listed reference price of the collectible, a fixed daily rate, and the quantity of
collectibles held by the customer. Warehousing service fee revenue is recognized over time on a daily basis as the performance obligation
is satisfied, as the customer receives and consumes the benefits of the warehousing services simultaneously as the Company performs them.
Warehousing service fees amounted to $285,582
for the six months ended June 30, 2026. We started to charge a new daily warehousing service fee for customers that use our warehouse
services since October 1, 2025, representing a new revenue stream generated from the Company’s existing customer base.
Cost of Revenues
Cost of revenues decreased by $13,503 or 65.2%
from $20,696 for the six months ended June 30, 2025 to $7,193 for the same period in 2026. The decrease primarily attributable to the
optimization of personnel costs and system expenses. Revenue for the six months ended June 30, 2026 was primarily generated from the expansion
of existing businesses, which do not require significant labor costs or system operation and maintenance investment, resulting in a substantial
reduction in overall costs.
Gross Profit
Gross profit increased by $883,961 from $120,678
for the six months ended June 30, 2025 to $1,004,639 for the six months ended June 30, 2026. Gross margin increased by 13.9% to approximately
99.3% during the six months ended June 30, 2026 from approximately 85.4% during the same period of 2025. The increase in gross profit
was mainly attributable to the increase in revenue from accounts management fee and warehousing service fee. Revenue for the six months
ended June 30, 2026 was primarily derived from the expansion of existing businesses with lower labor and system maintenance costs, leading
to improved gross margin.
Operating Expenses
The following table sets forth our operating expenses
by amounts and percentages for the periods indicated:
| | |
For the Six Months Ended June 30, | | |
| |
| | |
2026 | | |
2025 | | |
Variance | |
| | |
Expense | | |
% | | |
Expense | | |
% | | |
Amount | | |
% | |
| | |
(Unaudited) | | |
| | |
(Unaudited) | | |
| | |
| | |
| |
| Selling and marketing | |
$ | (2,469 | ) | |
| 0.2 | % | |
$ | (2,458 | ) | |
| 0.1 | % | |
$ | (11 | ) | |
| 0.4 | % |
| General and administrative | |
| (992,737 | ) | |
| 99.8 | % | |
| (843,254 | ) | |
| 18.2 | % | |
| (149,483 | ) | |
| 17.7 | % |
| Stock compensation expenses | |
| - | | |
| - | | |
| (3,790,000 | ) | |
| 81.7 | % | |
| 3,790,000 | | |
| (100.0 | )% |
| Total operating expenses | |
$ | (995,206 | ) | |
| 100.0 | % | |
$ | (4,635,712 | ) | |
| 100.0 | % | |
$ | 3,640,506 | | |
| (78.5 | )% |
Selling and Marketing Expenses
Selling and marketing expenses consist primarily
of commissions and payroll and benefits for employees involved in the sales team. Selling expenses increased by $11, or 0.4%, from approximately
$2,458 for the six months ended June 30, 2025 to $2,469 for the same period in 2026. Selling expenses were substantially consistent with
the prior-year period.
General and Administrative Expenses
General and administrative expenses (“G&A
expenses”) consist primarily of payroll and related costs for employees involved in general corporate functions, including accounting,
finance, tax, legal and human resources, professional fees and other general corporate expenses as well as costs associated with the use
by these functions of facilities and equipment, such as depreciation and rental expenses. Our G&A expenses increased by $149,483,
or 17.7% from $843,254 for the six months ended June 30, 2025 to $992,737 for the same period in 2026. The increase was primarily due
to the expenses such as legal fees, audit fees, and agency service fees increased.
Stock Compensation Expenses
Our stock compensation expense was nil and $3,790,000
for the six months ended June 30, 2026 and 2025, respectively. In January 2025, the Company issued 12 million preferred shares to its
Chief Operating Officer, with a grant-date fair value of $1.75 million. In April 2025, the Company granted 500,000 ordinary shares (before
the 1 for 220 reverse split effected in January 2026) under the 2021 Omnibus Equity Plan, resulting in stock-based compensation expense
of $2.04 million. These two equity incentives together resulted in expenses of $3.79 million.
Other Income
Other income was as follows:
| | |
For the Six Months Ended June 30, | | |
| |
| | |
2026 | | |
2025 | | |
Variance | |
| | |
Expense | | |
% | | |
Expense | | |
% | | |
Amount | | |
% | |
| | |
(Unaudited) | | |
| | |
(Unaudited) | | |
| | |
| | |
| |
| Gain from short-term investment | |
$ | 565,308 | | |
| 61.2 | % | |
$ | 125,478 | | |
| 18.2 | % | |
$ | 439,830 | | |
| 350.5 | % |
| Loss on limited partnership investments | |
| (139,225 | ) | |
| (15.1 | )% | |
| - | | |
| - | | |
| (139,225 | ) | |
| NA | |
| Interest income | |
| 450,997 | | |
| 48.9 | % | |
| 302,050 | | |
| 43.7 | % | |
| 148,947 | | |
| 49.3 | % |
| Net rental income | |
| 63,906 | | |
| 6.9 | % | |
| 190,581 | | |
| 27.6 | % | |
| (126,675 | ) | |
| (66.5 | )% |
| Other income, net | |
| (17,883 | ) | |
| (1.9 | )% | |
| 72,584 | | |
| 10.5 | % | |
| (90,467 | ) | |
| (124.6 | )% |
| Total other income, net | |
$ | 923,103 | | |
| 100.0 | % | |
$ | 690,693 | | |
| 100.0 | % | |
$ | 232,410 | | |
| 33.6 | % |
Total other income increased by $232,410, or 33.6%,
from $690,693 for the six months ended June 30, 2025 to $923,103 for the same period in 2026. The increase of $439,830 was due to the
increase in gains from private securities funds of $255,543 and bank wealth management products of $184,287 for the six months ended June
30, 2026. The increase of $148,947 in interest income was primarily due to higher cash balances in the Company’s bank accounts,
driven by the issuance of ordinary shares through the ATM Program. The decrease of $139,225 in loss on limited partnership investments
was primarily due to the Company’s subscription for a limited partner interest in Jade Cove, L.P. in April 2026. Jade Cove, L.P.
is a private limited partnership formed to conduct investment activities. The decrease of $126,675 in net rental income was primarily
due to a decline in rental price. Other income, net decreased by $90,467, primarily due to revenue recognized by Oriental Culture WFOE
in connection with Baijiu sales in the six months ended June 30, 2025, as no such revenue was recognized in the first half of 2026.
Provision for Income Taxes
Our provision for income taxes amounted to $12,443
and nil for the six months ended June 30, 2026 and 2025, respectively. The income tax expense for the six months ended June 30, 2026 was
attributable to Nanjing Yanyu Information Technology Co., Ltd. (“Nanjing Yanyu”) and Kashi Dongfang Cangpin Culture Development
Co., Ltd. (“Kashi Dongfang”), while the other subsidiaries incurred no income tax expense as their current-period taxable
income was fully offset by utilization of prior-year tax losses and they also benefit from the tax exemption applicable to dividends distributed
between qualified resident enterprises. We also have provided 100% allowance on net operating losses from our subsidiaries which incurred
losses.
Net Income (Loss)
Our net income increased by approximately $4.7
million, or 124.1%, from loss of $3.8 million for the six months ended June 30, 2025 to income of approximately $0.9 million for the same
period in 2026. Such change was the result of the combination of the changes as discussed above.
Foreign Currency Translation Adjustment
Changes in foreign currency translation adjustment
are mainly due to the fluctuation of foreign exchange rates between RMB/HKD (the functional currency of our operating entities) and the
USD dollar (reporting currency). Foreign currency translation adjustment was $1,117,053 and $130,857 for the six months ended June 30,
2026 and 2025, respectively. The RMB rose against the US dollar, with the exchange rate moving from $1 for RMB 7.0288 on December 31,
2025 to $1 to RMB 6.8109 on June 30, 2026, and from $1 to RMB 7.1884 on December 31, 2024 to $1 to RMB 7.1586 on June 30, 2025.
Basic and diluted income (loss) per share
Basic and diluted income per share were $0.52
and $0.51 for the six months ended June 30, 2026. Basic and diluted loss per share was $127.1 for the six months ended June 30, 2025.
Due to net loss in the first half of 2025, the basic and diluted shares are considered the same.
About Oriental Culture Holding LTD
OCG is an online provider of collectibles and
artwork e-commerce services, which allows 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, artwork and certain commodities on its online platform, and online and offline
integrated marketing, storage and technical maintenance services to customers in China. For more information about the Company, please
visit: www.ocgroup.hk.
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 further information, please contact:
Company Contact.
IR Department
Email: IR@ocgroup.hk
Phone: +852-3579-5532
ORIENTAL CULTURE HOLDING LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
| | |
June 30 2026 | | |
December 31,
2025 | |
| | |
(Unaudited) | | |
| |
| Assets | |
| | |
| |
| | |
| | |
| |
| Current assets | |
| | |
| |
| Cash and cash equivalents | |
$ | 60,186,550 | | |
$ | 32,323,209 | |
| Restricted cash | |
| - | | |
| - | |
| Short-term investments | |
| 3,271,343 | | |
| 3,015,800 | |
| Accounts receivable, net | |
| - | | |
| 56,909 | |
| Inventory | |
| 585,670 | | |
| 567,513 | |
| Other receivables and prepaid expenses | |
| 254,064 | | |
| 622,074 | |
| Other receivable - related party | |
| 2,576,752 | | |
| 20,360,293 | |
| Total current assets | |
| 66,874,379 | | |
| 56,945,798 | |
| | |
| | | |
| | |
| Property and equipment, net | |
| 8,611,588 | | |
| 8,513,675 | |
| | |
| | | |
| | |
| Other assets | |
| | | |
| | |
| Long-term investments | |
| 10,814,371 | | |
| 924,034 | |
| Intangible assets, net | |
| - | | |
| 6,208 | |
| Deferred tax assets, net | |
| 142,606 | | |
| 138,185 | |
| Total other assets | |
| 10,956,977 | | |
| 1,068,427 | |
| | |
| | | |
| | |
| Total assets | |
$ | 86,442,944 | | |
$ | 66,527,900 | |
| | |
| | | |
| | |
| Liabilities and Shareholders’ Equity | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 1,002,500 | | |
$ | 1,028,330 | |
| Accounts payable - related parties | |
| 388,935 | | |
| 296,672 | |
| Deferred revenue | |
| 3,964 | | |
| 3,841 | |
| Other payables and accrued liabilities | |
| 403,097 | | |
| 500,377 | |
| Taxes payable | |
| 69,601 | | |
| 59,998 | |
| Total current liabilities | |
| 1,868,097 | | |
| 1,889,218 | |
| | |
| | | |
| | |
| Total liabilities | |
| 1,868,097 | | |
| 1,889,218 | |
| | |
| | | |
| | |
| Commitments and Contingencies | |
| - | | |
| - | |
| | |
| | | |
| | |
| Shareholders’ Equity | |
| | | |
| | |
| Preferred shares, $0.00005 par value, 100,000,000 shares authorized, 12,000,000 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively | |
| 600 | | |
| 600 | |
| Ordinary shares, $0.165 par value, 33,333,333 and 424,242 shares authorized, 1,941,225 and 35,085 shares issued, 1,938,312 and 32,172 shares outstanding as of June 30, 2026 and December 31, 2025, respectively | |
| 320,302 | | |
| 25,054 | |
| Treasury shares, at cost, 2,913 shares issued as of June 30, 2026 and December 31, 2025, respectively | |
| (481 | ) | |
| (481 | ) |
| Additional paid-in capital | |
| 65,961,282 | | |
| 47,537,432 | |
| Statutory reserves | |
| 178,303 | | |
| 178,303 | |
| Retained earnings | |
| 18,471,800 | | |
| 18,371,787 | |
| Accumulated other comprehensive loss | |
| (356,959 | ) | |
| (1,474,013 | ) |
| Total shareholders’ equity | |
| 84,574,847 | | |
| 64,638,682 | |
| | |
| | | |
| | |
| Total liabilities and shareholders’ equity | |
$ | 86,442,944 | | |
$ | 66,527,900 | |
The accompanying notes are an integral
part of these unaudited condensed consolidated financial statements.
ORIENTAL CULTURE HOLDING LTD. AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED
STATEMENTS OF OPERATION AND COMPREHENSIVE INCOME (LOSS)
| |
|
For the Six Months Ended
June 30, |
|
| |
|
2026 |
|
|
2025 |
|
| |
|
(Unaudited) |
|
|
(Unaudited) |
|
| Operating revenues: |
|
|
|
|
|
|
| Net revenues |
|
$ |
1,011,832 |
|
|
$ |
141,374 |
|
| |
|
|
|
|
|
|
|
|
| Cost of revenues: (including related warehouse cost of nil and $11 for the six months ended June 30, 2026 and 2025, respectively) |
|
|
(7,193 |
) |
|
|
(20,696 |
) |
| |
|
|
|
|
|
|
|
|
| Gross profit |
|
|
1,004,639 |
|
|
|
120,678 |
|
| |
|
|
|
|
|
|
|
|
| Operating expenses: |
|
|
|
|
|
|
|
|
| Selling and marketing |
|
|
(2,469 |
) |
|
|
(2,458 |
) |
| General and administrative |
|
|
(992,737 |
) |
|
|
(843,254 |
) |
| Stock compensation expenses |
|
|
- |
|
|
|
(3,790,000 |
) |
| Total operating expenses |
|
|
(995,206 |
) |
|
|
(4,635,712 |
) |
| |
|
|
|
|
|
|
|
|
| Income (loss) from operations |
|
|
9,433 |
|
|
|
(4,515,034 |
) |
| |
|
|
|
|
|
|
|
|
| Other income |
|
|
|
|
|
|
|
|
| Interest and investment income |
|
|
877,080 |
|
|
|
427,528 |
|
| Other income, net |
|
|
46,023 |
|
|
|
263,165 |
|
| Total other income, net |
|
|
923,103 |
|
|
|
690,693 |
|
| |
|
|
|
|
|
|
|
|
| Income (loss) before income taxes |
|
|
932,536 |
|
|
|
(3,824,341 |
) |
| |
|
|
|
|
|
|
|
|
| Income tax expense |
|
|
(12,443 |
) |
|
|
- |
|
| |
|
|
|
|
|
|
|
|
| Net income (loss) |
|
$ |
920,093 |
|
|
$ |
(3,824,341 |
) |
| |
|
|
|
|
|
|
|
|
| Other comprehensive income |
|
|
|
|
|
|
|
|
| Foreign currency translation adjustment |
|
|
1,117,053 |
|
|
|
130,857 |
|
| |
|
|
|
|
|
|
|
|
| Comprehensive income (loss) |
|
$ |
2,037,146 |
|
|
$ |
(3,693,484 |
) |
| |
|
|
|
|
|
|
|
|
| Weighted average number of ordinary shares |
|
|
|
|
|
|
|
|
| Basic |
|
|
1,779,113 |
|
|
|
30,088 |
|
| Diluted |
|
|
1,788,204 |
|
|
|
30,088 |
|
| |
|
|
|
|
|
|
|
|
| Earnings (loss) per share |
|
|
|
|
|
|
|
|
| Basic |
|
$ |
0.52 |
|
|
$ |
(127.11 |
) |
| Diluted |
|
|
0.51 |
|
|
|
(127.11 |
) |
The accompanying notes are an integral part of
these unaudited condensed consolidated financial statements.
