0001213900-21-005397.txt : 20210129 0001213900-21-005397.hdr.sgml : 20210129 20210129163523 ACCESSION NUMBER: 0001213900-21-005397 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20210129 DATE AS OF CHANGE: 20210129 GROUP MEMBERS: ORIENTAL CULTURE INVESTMENT COMMUNICATION LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Oriental Culture Holding LTD CENTRAL INDEX KEY: 0001776067 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92031 FILM NUMBER: 21571763 BUSINESS ADDRESS: STREET 1: NO. 775 GAOCHUN DONGBA INFORMATION STREET 2: NEW MATERIALS INDUSTRIAL PARK CITY: NANJING STATE: F4 ZIP: 211300 BUSINESS PHONE: (86) 25 85766891 MAIL ADDRESS: STREET 1: NO. 775 GAOCHUN DONGBA INFORMATION STREET 2: NEW MATERIALS INDUSTRIAL PARK CITY: NANJING STATE: F4 ZIP: 211300 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Gao Huajun CENTRAL INDEX KEY: 0001842814 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 701 DONGBA INFORMATION NEW MATERIAL STREET 2: INDUSTRIAL PARK, GAOCHUN DISTRICT CITY: NANJING STATE: F4 ZIP: 211301 SC 13G 1 ea133529-13ghuajun_oriental.htm SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. )*

Oriental Culture Holding LTD

(Name of Issuer)

Ordinary shares, par value of $0.00005 per share

(Title of Class of Securities)

G6796W107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in 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).

1	Name of Reporting Person Huajun Gao
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

2,450,000¹

Shared Voting Power

Sole Dispositive Power

2,450,000¹

Shared Dispositive Power

9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,450,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 11.98% ²
12	Type of Reporting Person IN

In his capacity as the sole shareholder and director of Oriental Culture Investment Communication LTD.

Calculated based on a total of 20,444,712 issued and outstanding ordinary shares of the Issuer as of December 31, 2020.

1	Name of Reporting Person Oriental Culture Investment Communication LTD
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Place of Organization British Virgin Islands

Number of

Beneficially

Owned by

Each

Reporting

Person

With:

Sole Voting Power

2,450,000

Shared Voting Power

Sole Dispositive Power

2,450,000

Shared Dispositive Power

9	Aggregate Amount Beneficially Owned by Each Reporting Person 2,450,000
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (9) 11.98%³
12	Type of Reporting Person CO

Calculated based on a total of 20,444,712 issued and outstanding ordinary shares of the Issuer as of December 31, 2020

Item 1(a). Name of Issuer:

Oriental Culture Holding LTD (the “Issuer”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

No. 2, Youzishan Road, Dongba Street,

Gaochun District, Nanjing City

Jiangsu Province 210000

People’s Republic of China

Item 2(a). Name of Person Filings:

Huajun Gao

Oriental Culture Investment Communication LTD

Item 2(b). Address of Principal Business Office, or, if none, Residence:

Huajun Gao

Address: No. 701, Dongba Information New Material Industrial Park, Gaochun District, Nanjing City, Jiangsu Province, China

Oriental Culture Investment Communication LTD

Address: Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola, British Virgin Islands.

Item 2(c). Citizenship:

Huajun Gao — People’s Republic of China

Oriental Culture Investment Communication LTD — British Virgin Islands

Item 2(d). Title of Class of Securities:

Ordinary shares, par value of $0.00005 per share, of the Issuer.

Item 2(e). CUSIP No.:

G6796W107

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d -2(b) or (c), check whether the persons filing is a:

Not applicable

Item 4.

Ownership:

The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of December 31, 2020:

	Amount beneficially owned		Percent of class(2)			Sole power to vote or direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct the disposition of
Huajun Gao ⁽¹⁾		2,450,000		11.98	%		2,450,000		0		2,450,000		0
Oriental Culture Communication Development LTD		2,450,000		11.98	%		2,450,000		0		2,450,000		0

(1)

In his capacity as the sole shareholder and director of Oriental Culture Investment Communication LTD.

(2)

Calculated based on a total of 20,444,712 issued and outstanding ordinary shares of the Issuer as of December 31, 2020.

Item 5.

Ownership of Five Percent or Less of a Class:

Not applicable

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

Not applicable

Item 8.

Identification and Classification of Members of the Group:

Not applicable

Item 9.

Notice of Dissolution of Group:

Not applicable

Item 10.

Certifications:

Not applicable

LIST OF EXHIBITS

Exhibit No.		Description

A		Joint Filing Agreement

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.

Dated: January 29, 2021

		Huajun Gao

	By:	/s/ Huajun Gao
	Name:	Huajun Gao

		Oriental Culture Investment Communication LTD

	By:	/s/ Huajun Gao
	Name:	Huajun Gao
	Title:	Director

EX-99.1 2 ea133529ex99-1_oriental.htm JOINT FILING AGREEMENT

Exhibit A

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to ordinary shares, par value of $0.00005 per share, of Oriental Culture Holding LTD, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of January 29, 2021.

		Huajun Gao

	By:	/s/ Huajun Gao
	Name:	Huajun Gao

		Oriental Culture Investment Communication LTD

	By:	/s/ Huajun Gao
	Name:	Huajun Gao
	Title:	Director