[6-K] Oriental Culture Holding LTD Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Oriental Culture Holding LTD ("OCG") filed a Form 6-K to report the results of an Extraordinary General Meeting held on 27 June 2025 in Nanjing, China. Shareholders approved a single, material resolution authorising the creation and issuance of 12,000,000 new preferred shares with a par value of US$0.00005 each. All of these shares are to be issued to Mr. Aimin Kong, the Company’s Chief Operating Officer, or to an entity under his control.

According to the filing, each newly created Preferred Share will carry 15 votes per share, far exceeding the one-vote-per-share norm of ordinary equity. The enhanced voting rights are subject to a Certificate of Designation and additional vesting and earn-out provisions outlined in Mr. Kong’s Employment Agreement. The company confirmed that a quorum was present and that the proposal passed in accordance with its Second Amended and Restated Memorandum and Articles of Association.

The document contains no financial statements, earnings data, or disclosure of monetary consideration attached to the issuance. The only signatory is Chief Executive Officer Yi Shao, who executed the filing on 27 June 2025.

Positive

• Alignment incentive: Granting equity to the COO could align management and shareholder interests through ownership, subject to vesting and earn-out conditions.

Negative

• Concentrated voting power: 12 M preferred shares with 15 votes each materially increase the COO’s influence over corporate decisions.
• Lack of financial detail: The filing omits information on economic terms, dividend rights, or potential dilution for ordinary shareholders.

Insights

Corporate Governance Expert

TL;DR 12 M super-voting preferred shares give COO dominant voting power; governance risk likely increases.

The core takeaway is the creation of a special class of equity granting 15 votes per share to one senior officer. Even without dollar figures, the voting multiplier (15×) implies a potential shift in control dynamics once the shares vest. Concentrating voting rights in a single executive can weaken minority-shareholder influence, elevate key-person risk, and complicate future corporate actions that require shareholder approval. The filing does not specify any sunset, conversion, or redemption terms, leaving the enhanced voting rights open-ended. From a governance standpoint, this is a materially negative development because it reduces the checks and balances normally provided by a broader shareholder base.

Financial Analyst

TL;DR No financial metrics disclosed; impact limited to capital structure and potential control shift.

The 6-K focuses solely on preferred-share issuance; no earnings, cash flow, or balance-sheet detail is provided. Because the par value is US$0.00005, the direct capital injection—if any—is likely immaterial. What matters is structural: 12 M preferred shares at 15 votes each equate to 180 M voting rights being allocated to the COO. Investors should monitor subsequent filings for any conversion terms, dividend preferences, or dilution impacts once shares are issued and vested. Absent financial data, the immediate valuation impact is neutral, but future governance influence could steer strategic decisions and, by extension, financial outcomes.

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 June 2025

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

Oriental Culture Holding LTD, a Cayman Islands Company (the “Company”) held an Extraordinary General Meeting (the “Extraordinary Meeting”) of shareholders at 10:00am on June 27, 2025, local time, at 4F, Building 30, Phase 1, Jiangsu Software Park, Xuanwu District, Nanjing City, Jiangsu Province, China. A quorum was present at the meeting as required by the Second Amended and Restated Memorandum and Articles of Association of the Company. At the Extraordinary Meeting, the shareholders of the Company approved that 12,000,000 preferred shares of par value US$0.00005 be designated and issued to Mr. Aimin Kong, the Chief Operating Officer of the Company or the company under his control, as “Preferred Shares” such that the holder of a Preferred Share shall have 15 votes for every Preferred Share of which he is the holder, subject to the Certificate of Designation and certain vesting and earn-out terms in his Employment Agreement.

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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: June 27, 2025	By:	/s/ Yi Shao
	Name:	Yi Shao
	Title:	Chief Executive Officer

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FAQ

What did Oriental Culture Holding LTD (OCG) approve at the June 27, 2025 meeting?

Shareholders authorized issuance of 12,000,000 preferred shares to COO Aimin Kong, each carrying 15 votes.

Who will receive the new preferred shares issued by OCG?

The entire block of preferred shares will be issued to Mr. Aimin Kong, the company’s COO, or a company he controls.

How many votes does each new preferred share carry?

Each preferred share grants 15 votes according to the Certificate of Designation.

Were any financial figures or earnings results included in the Form 6-K?

No. The filing contains no financial statements or earnings data; it focuses solely on the preferred-share issuance.

Is there information on dividends or conversion rights for the preferred shares?

The 6-K does not disclose dividend preferences, conversion features, or redemption terms for the preferred shares.