[SCHEDULE 13D] Oriental Culture Holding LTD SEC Filing

Rhea-AI Filing Summary

Oriental Culture Holding LTD reported that Aimin Kong and his vehicle Hao Shun Investments Limited now control the company through an award of preferred shares and related arrangements. The Board appointed Mr. Kong Chief Operating Officer and approved 12,000,000 preferred shares, each carrying 15 votes per share. The reporting states Mr. Kong beneficially owns 490,000 ordinary shares plus the 12,000,000 preferred shares, representing approximately 89.7% of total voting power (calculation based on 21,233,927 ordinary shares outstanding). The preferred shares include vesting and earn-out conditions tied to revenue, profit improvement, market capitalization milestones, and shareholder approval, with portions vesting immediately and others subject to performance through 2030.

Positive

• Board and shareholders approved the designation and issuance of preferred shares, demonstrating formal corporate authorization
• Employment agreement aligns a senior executive (COO) with performance via vesting tied to revenue, profitability, and market-cap milestones
• Clear ownership disclosure shows reporting persons and exact share counts, aiding transparency

Negative

• Dominant voting control: Reporting persons represent approximately 89.7% of voting power, substantially limiting minority shareholder influence
• High voting multiple: Each preferred share carries 15 votes, amplifying control concentration
• Large issued preferred block (12,000,000 shares) was confirmed issued to a BVI vehicle wholly owned by Mr. Kong

Insights

Corporate Governance Expert

TL;DR: Board-approved preferred shares concentrate voting control with Aimin Kong, materially reducing minority voting influence.

The filing documents a Board action and shareholder approval that granted 12,000,000 preferred shares with 15 votes each and confirms issuance to Hao Shun Investments Limited. This results in reporting that Mr. Kong controls ~89.7% of voting power. From a governance perspective, the structure centralizes decision-making authority in a single individual and his BVI vehicle. The preferred shares feature vesting tied to financial and market milestones through 2030, but a large bloc of votes was issued and recorded as outstanding upon shareholder ratification. This is a material control change that affects shareholder voting dynamics and corporate oversight.

M&A / Control Transactions Specialist

TL;DR: The employment-based preferred grant is a significant control transaction with performance-based vesting and long-term horizons.

The document describes an employment agreement granting preferred shares split into immediate and performance-contingent tranches, with explicit vesting triggers based on revenue multiples, profit improvement, and market capitalization thresholds. The grant includes an expiration to 2030 and requires shareholder approval, which was obtained. While not an acquisition, this is a definitive control-altering transaction that could stabilize executive alignment with growth targets, subject to the specific earn-out conditions being met.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Oriental Culture Holding LTD

(Name of Issuer)

Ordinary shares, par value of $0.00025 per share

(Title of Class of Securities)

G6796W115

(CUSIP Number)

Mr. Aimin Kong
4F, Building 30, Phase 1, Jiangsu Software Park
Nanjing, F4, 210023
86-19538323389

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/27/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. G6796W115

1

Name of reporting person

Aimin Kong

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 180,490,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 180,490,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

180,490,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

89.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Including: (i) 490,000 shares indirectly owned by Mr. Aimin Kong as the sole shareholder and director of Oriental Culture Investment Development LTD, a British Virgin Islands company and (ii) 12,000,000 preferred shares, each with 15 voting power, in his capacity as the sole shareholder and director of Hao Shun Investments Limited. Calculated based on a total of 21,233,927 issued and outstanding ordinary shares of the Issuer as of September 2, 2025.

SCHEDULE 13D

CUSIP No. G6796W115

1

Name of reporting person

Hao Shun Investments Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 180,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 180,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

180,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

89.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

In its capacity as holder of 12,000,000 preferred shares, each with 15 voting power, at the general meeting of the Company. Calculated based on a total of 21,233,927 issued and outstanding ordinary shares of the Issuer as of September 2, 2025

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary shares, par value of $0.00025 per share
(b)	Name of Issuer: Oriental Culture Holding LTD
(c)	Address of Issuer's Principal Executive Offices: 4F, Building 30, Phase 1, Jiangsu Software Park, Nanjing, CHINA , 210023.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed jointly by Aimin Kong and Hao Shun Investments Limited (together, the "Reporting Persons", and each, a "Reporting Person") pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement between the Reporting Persons relating to the joint filing of this Schedule 13D is attached hereto as Exhibit A. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Person except as otherwise provided in Rule 13d-1(k).
(b)	Mr. Aimin Kong is a citizen of China. The business address of Mr. Aimin Kong is 4F, Building 30, Phase 1, Jiangsu Software Park, Xuanwu District, Nanjing City, Jiangsu Province, China. Hao Shun Investments Limited is a company incorporated in the British Virgin Islands and it is wholly owned by Mr. Aimin Kong, who is also the sole director of Hao Shun Investments Limited. The registered address of Hao Shun Investments Limited is Crainmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands.
(c)	Mr. Aimin Kong is a citizen of China. The business address of Mr. Aimin Kong is 4F, Building 30, Phase 1, Jiangsu Software Park, Xuanwu District, Nanjing City, Jiangsu Province, China. Hao Shun Investments Limited is a company incorporated in the British Virgin Islands and it is wholly owned by Mr. Aimin Kong, who is also the sole director of Hao Shun Investments Limited. The registered address of Hao Shun Investments Limited is Crainmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands.
(d)	During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Aimin Kong is a citizen of China. The business address of Mr. Aimin Kong is 4F, Building 30, Phase 1, Jiangsu Software Park, Xuanwu District, Nanjing City, Jiangsu Province, China. Hao Shun Investments Limited is a company incorporated in the British Virgin Islands and it is wholly owned by Mr. Aimin Kong, who is also the sole director of Hao Shun Investments Limited. The registered address of Hao Shun Investments Limited is Crainmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 6 is hereby incorporated by reference in its entirety.
Item 4.	Purpose of Transaction
	The information set forth in Item 6 is hereby incorporated by reference in its entirety.
Item 5.	Interest in Securities of the Issuer
(a)	Mr. Aimin Kong beneficially owns an aggregate of 490,000 ordinary shares and 12,000,000 preferred shares of the Issuer, of which (i) 490,000 ordinary shares in his capacity as the sole shareholder and director of Oriental Culture Investment Development LTD, a British Virgin Islands company and (ii) 12,000,000 preferred shares, each with 15 voting power, in his capacity as the sole shareholder and director of Hao Shun Investments Limited, a British Virgin Islands company. Mr. Aimin Kong's ownership and voting power represented approximately 89.7% of the total voting power of the Issuer under Section 13(d) of the Act. Mr. Aimin Kong has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of an aggregate of 490,000 ordinary shares and 12,000,000 preferred shares of the Issuer. Hao Shun Investments Limited has sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 12,000,000 preferred shares of the Issuer. Hao Shun Investments Limited's ownership and voting power represented approximately 89.4% of the total voting power of the Issuer under Section 13(d) of the Act.
(b)	Mr. Aimin Kong beneficially owns an aggregate of 490,000 ordinary shares and 12,000,000 preferred shares of the Issuer, of which (i) 490,000 ordinary shares in his capacity as the sole shareholder and director of Oriental Culture Investment Development LTD, a British Virgin Islands company and (ii) 12,000,000 preferred shares, each with 15 voting power, in his capacity as the sole shareholder and director of Hao Shun Investments Limited, a British Virgin Islands company. Mr. Aimin Kong's beneficial ownership and voting power represented approximately 89.9% of the total voting power of the Issuer under Section 13(d) of the Act. Mr. Aimin Kong has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of an aggregate of 490,000 ordinary shares and 12,000,000 preferred shares of the Issuer. Hao Shun Investments Limited has sole power to vote or direct the vote and sole power to dispose or to direct the disposition of 12,000,000 preferred shares of the Issuer.
(c)	Except as disclosed in this Schedule 13D, none of the Reporting Persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days.
(d)	Except as disclosed in this Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On January 23, 2025, the Board of Directors of the Issuer (the "Board") held a meeting and approved the appointment of Mr. Aimin Kong as the Chief Operating Officer of the Company. At the Board meeting, the Board also designated and granted 12,000,000 preferred shares of the Company, par value US$0.00005, to Mr. Aimin Kong 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. On May 19, 2025, the Board approved and ratified the Certificate of Designation in respect of the Preferred Shares (the "Certificate of Designation") that was filed as Annex A of Exhibit 99.1 of the Form 6-K filed with SEC on May 27, 2025 ("Form 6-K") and Employment Agreement by and between Mr. Kong and the Company dated January 27, 2025, which includes certain vesting and earn-out terms of the 12,000,000 Preferred Shares (the "Employment Agreement") that was filed as Exhibit 4.37 of the Form 20-F filed by the Issuer with SEC on May 15, 2025. Pursuant to the terms of the Employment Agreement, (i) the 12,000,000 Preferred Shares are divided into two parts of a grant of 4,000,000 Preferred Shares shall vest without earn out requirement and a grant of 8,000,000 Preferred Shares shall vest upon the fulfilment of the earn out terms; (ii) the expiration date of the grant is January 26, 2030; (iii) the Preferred Shares to be granted are divided into three parts of 4,000,000 Preferred Shares each. The first 4,000,000 shares shall vest on the date of the Employment Agreement and the second and third parts, totaling 8,000,000 shares, are subject to the following four vesting terms. When any one of the condition is met, the 4,000,000 Preferred Shares of the second part will be vested on such date and when any one of the remaining three condition is met again, the final 4,000,000 Preferred Shares corresponding to the third part will be vested on such date; (iv) the four vesting terms are (a) based on the annual revenues of the Company's 2024 financial statements, when the annual revenue in 2025 reaches two times of the annual revenue in 2024, or when the annual revenue in any of the four years from 2026 to 2029 reaches to three times of the annual revenue of 2024, the grant shall vest in the first year that the above conditions are met; (b) based on the annual profit/loss in the financial statements of 2024, if the annual profit/loss in 2025 reduces the loss by US$1 million comparing to that of 2024, or if the annual profit/loss in 2026 reduces the loss by US$1.5 million comparing to that of 2024, or if in any of the three years between 2027 and 2029 that the Company turns into profitable, the grant shall vest in the first year in which the above conditions are met; (c) if the average of the total market capitalisation of the Company for 20 consecutive trading days for the first time reaches or exceeds two times of the closing total market capitalisation of the Company (total market capitalisation: US$20,797,661) as of January 23, 2025, the date on which the grant of Preferred Shares under the Employment Agreement was approved, the grant shall be made on such date when the conditions set out above are fulfilled; and (d) the average of the total market capitalisation of the Company for 20 consecutive trading days of the Company reaches or exceeds 3 times of the closing total market capitalisation (total market capitalisation: US$20,797,661) as of January 23, 2025, the date on which the grant of preferred shares under the Employment Agreement was approved, the grant shall be made on such date when the conditions set out above are fulfilled; and (v) the issuance of Preferred shares shall be subject to the approval of the shareholders at a general meeting of the Company. On June 27, 2025, the Issuer held an Extraordinary General Meeting (the "Extraordinary Meeting") of shareholders. At the Extraordinary Meeting, the shareholders of the Issuer 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 Issuer 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. On June 27, 2025, the Issuer confirmed that vesting conditions have been met and issued 12,000,000 Preferred Shares to Hao Shun Investments Limited, a BVI company wholly owned by Mr. Aimin Kong. To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	A - Joint Filing Agreement dated September 4, 2025 by and between the Reporting Persons

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Aimin Kong

Signature:	/s/ Aimin Kong
Name/Title:	Aimin Kong
Date:	09/04/2025

Hao Shun Investments Limited

Signature:	/s/ Aimin Kong
Name/Title:	Aimin Kong
Date:	09/04/2025

FAQ

What voting power does Aimin Kong hold in Oriental Culture Holding LTD (OCG)?

As reported, Mr. Aimin Kong beneficially owns 490,000 ordinary shares plus 12,000,000 preferred shares with 15 votes each, representing approximately 89.7% of voting power.

How many preferred shares were issued and what are their voting rights?

The Board designated and shareholders approved 12,000,000 preferred shares, each carrying 15 votes per preferred share.

Were the preferred shares subject to vesting or performance conditions?

Yes. The 12,000,000 preferred shares are split into tranches with 4,000,000 vesting immediately and 8,000,000 subject to earn-out vesting based on revenue, profit improvement, or market-cap milestones through January 26, 2030.

Did shareholders approve the issuance of the preferred shares?

Yes. The filing states the Extraordinary General Meeting on June 27, 2025 approved the designation and issuance of the preferred shares to Mr. Kong or his controlled company.

What entity holds the preferred shares?

The filing confirms the issuance of the 12,000,000 preferred shares to Hao Shun Investments Limited, a British Virgin Islands company wholly owned by Mr. Aimin Kong.