{"url_path":"/sec/ocg/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1776067/0001213900-26-056688-index.html","accession_number":"0001213900-26-056688","cik":"0001776067","ticker":"OCG","issuer_name":"Oriental Culture Holding LTD","edgar_url":"https://www.sec.gov/Archives/edgar/data/1776067/0001213900-26-056688-index.html","primary_entity_key":"0001776067","primary_entity_name":"Oriental Culture Holding LTD"},"word_count":5396,"has_tables":true,"body_markdown":"**ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES**\n\n** **\n\n**6.A. Directors and Executive Officers **\n\n** **\n\nThe following table sets forth information regarding\nour executive officers and directors as of the date of this report.\n\n** **\n\n**Directors and Executive Officers**\n \n**Age**\n \n**Position/Title**\n\nKit Ming (Michael) Lo\n \n52\n \nChairman of the Board of Directors and Director\n\nLijuan Ding\n \n47\n \nChief Financial Officer\n\nYi Shao\n \n37\n \nChief Executive Officer and Director\n\nXuetong Qin\n \n34\n \nManager and Director\n\nAimin Kong\n \n57\n \nChief Operating Officer\n\nNelson (Nam Sum) Wong (1)(2)(3)\n \n63\n \nIndependent Director \n\nXiaobing Liu(1)(2)(3)\n \n63\n \nIndependent Director\n\nJinren Chen (1)(2)(3)\n \n55\n \nIndependent Director\n\nYan Xiao\n \n38\n \nIndependent Director\n\n** **\n\n(1)Member\nof audit committee.\n\n** **\n\n(2)Member\nof compensation committee.\n\n** **\n\n(3)Member\nof corporate governance and nominating committee.\n\n** **\n\n**Biography **\n\n \n\n*Kit Ming (Michael) Lo*\n\n \n\nMr. Lo was elected as a member of our board of\ndirectors on January 20, 2025 and was appointed chairman of our board of directors on January 23, 2025. Mr. Lo has served as the head\nof finance for International Toys Trading Limited since 2018. Mr. Lo has served as the director of wealth management for FWD Life Insurance\nCompany (Bermuda) Limited since 2014. Mr. Lo was a senior auditor of Ernst & Young from 2007 to 2013. Mr. Lo received his bachelor’s\ndegree of commerce with accounting major from Macquarie University in Sydney in 2007. The Board believes that Mr. Lo’s extensive\nexperience in business and finance will benefit the Company’s operations and management and qualifies him as an important member\nand the Chairman of the Board.\n\n \n\n83\n\n \n\n \n\n*Yi Shao*\n\n \n\nMr. Shao was appointed as a member of our board\nof directors on April 18, 2019 and as our chief executive officer on May 10, 2019. From October 2018 to March 2019, Mr. Shao served as\nthe general manager of Jiangsu Yanggu Culture Development Co., Ltd. From October 2017 to September 2018, Mr. Shao served as the deputy\ngeneral manager of Jiangsu Dahe Live Network Technology Co., Ltd. From October 2015 to October 2017, Mr. Shao worked as a project manager\nat Nanjing Cultural and Artwork Property Exchange Co., Ltd. From June 2013 to October 2015, Mr. Shao worked as a software developer at\nMarvell Electronic Technology Co., Ltd. Mr. Shao received his Bachelor Degree of electronic information science and technology from Nanjing\nUniversity in 2010 and his Master Degree of biomedical engineering from Nanjing University in 2013. We believe that Mr. Shao’s extensive\nexperience in art industry, market development and corporate management will benefit the company’s operations and management and\nmake him an important member of the board of directors and its committees.\n\n \n\n*Lijuan Ding*\n\n \n\nMs. Ding was appointed as our Chief Financial Officer on May 13, 2024.\nMs. Ding served as the financial manager of Jiangsu Huahai Ship Management Co., Ltd. from 2018 to 2024. From 2015 to 2017, Ms. Ding served\nas the financial manager of Nanjing Kehuiyan Food Technology Co., Ltd. From 2012 to 2015, Ms. Ding served as the financial manager of\nNanjing Ranxin Medical Technology Co., Ltd. From 2010 to 2012, Ms. Ding served as the financial manager of Nanjing Newspaper Group. From\n2002 to 2010, Ms. Ding worked as the audit project manager of Jiangsu Gongxin Certified Public Accountants Co., Ltd. Ms. Ding received\nher bachelor’s degree of Economic Management from Nanjing Agricultural University. Ms. Ding obtained her Chinese Certified Public\nAccountant (CPA) qualification in 2006.\n\n \n\n*Xuetong Qin*\n\n** **\n\nMs. Qin was elected as a member of our board of\ndirectors on January 20, 2025. Ms. Qin has served as the accounting manager of the Company and as the accounting manager of Nanjing Rongke\nBusiness Consulting Service Co., Ltd., a wholly owned subsidiary of the Company since March 2024. From September 2019 to February 2024,\nMs. Qin was the accounting manager of Zhongcang Warehouse Co., Ltd., a minority owned subsidiary of the Company. Ms. Qin was the accounting\nmanager of Nanjing Cultural and Artwork Property Exchange Co., Ltd. from August 2013 to August 2018. Ms. Qin received her bachelor’s\ndegree in business management major from Nanjing University of Finance and Economics in 2013. Ms. Qin is a Chinese Intermediate Accountant\nand also holds a Qualification Certificate for Fund Practitioner in China. The Board believes that Ms. Qin’s extensive experience\nin accounting and finance will benefit the Company’s operations and management and make her an important member of the board of\ndirectors.\n\n \n\n*Aimin Kong*\n\n* *\n\nMr. Kong was appointed as the Chief Operating\nOfficer of the Company on January 23, 2025. Mr. Kong has served as the general manager of Coin and Stamp Center of Nanjing Culture and\nArt Property Exchange since August 2013. Mr. Kong was the general manager of Jiangsu Zhongjin Culture Development Co., Ltd. from December\n2012 to August 2013. Mr. Kong was the general manager of Jiangsu Culture Property Rights Exchange from May 2012 to December 2012. Mr.\nKong graduated from Posts and Telecommunications School of Jiangsu Province with a telecommunication engineering major in 1988. Mr. Kong\nreceived his master’s degree from Nanjing University of Posts and Telecommunications in 2007.\n\n \n\n*Nelson (Nam Sum) Wong*** **\n\n \n\nMr. Wong was appointed as a member of our board of directors on December\n16, 2021. Since 2008, Mr. Wong has served as an Independent Director and Audit Committee Chair of Recon Technology Ltd. (Nasdaq:\nRCON). He is Chairman and Managing Director of ACN Worldwide, a business and investment consultancy established in Hong Kong since 1995.\nPrior to that, he was Vice Chairman and Chief Executive of Vigers, a Hong Kong based real estate and investment consultancy, which he\nfirst joined in 1990 as a negotiator and later in 1993 acquired together with his partners. Mr. Wong received his bachelor’s\ndegree in English language and literature from the PLA Institute of International Relations in Nanjing in 1983 and was a college teacher\nbefore moving to Hong Kong in 1986 to pursue his career in business.\n\n \n\nWe believe that Mr. Wong’s leadership skills\nand extensive management experience as well as his insight in global politics will benefit the Company and make him an important member\nof the board of directors and its committees.\n\n \n\n84\n\n \n\n \n\n*Jinren Chen*\n\n \n\nMr. Chen was appointed as a member of our board of directors on December\n16, 2021. Since January 2020, Mr. Chen has served as Chairman and President of Nanjing Shuoming Investment Management Co., Ltd., a private\nequity fund management company. From February 2019 to December 2019, Mr. Chen was the fund manager for Shanghai Rongru Assets Management\nCo., Ltd. From May 2014 to February 2019, Mr. Chen served as an industry analyst and then deputy general manager of market making department\nof Debang Securities Co., Ltd. From May 2001 to April 2014, Mr. Chen served as a researcher and then a senior researcher for Huatai Securities\nCo, Ltd. Mr. Chen received his bachelor’s degree in International Trade from Nanjing University in 1997. Mr. Chen received his master\ndegree of Engineering Management from Business School of Hohai University in Nanjing in 2000 and his Ph.D degree in Economics from Business\nSchool of Nanjing University in 2009. Mr. Chen has passed securities practitioner and fund practitioner qualification tests in China.\nWe believe Mr. Chen’s extensive experience in capital market will benefit the Company and make him an important member of the board\nof directors and its committees.\n\n \n\n*Xiaobing Liu*\n\n \n\nMr. Liu was appointed as a member of our board\nof directors on May 10, 2019.  Since April 2006, Mr. Liu has been a professor at Nanjing Tech University School of Law. Since June\n2022, Mr. Liu has served as an independent director of the board of Nanjing Yigao Medical Technology Co., Ltd. Since March 2022, Mr. Liu\nhas served as the Dean of the Legislative Research Institute at Jinling University of Science and Technology. From May 2016 to May 2022,\nMr. Liu served as an independent director of the board of GPRO Titanium Industry Co., Ltd. From September 2012 to September 2018, Mr.\nLiu served as an independent director of the board of Nanjing Baotai Special Materials Co., Ltd. From January 2014 to July 2017, Mr. Liu\nserved as the Dean of Nanjing Tech University School of Law. Mr. Liu received his Bachelor of Law degree from East China University of\nPolitical Science and Law (“ECUPL”) in 1983 and his Master’s Degree of Legal History from ECUPL in 1986. Mr. Liu received\nhis Doctor’s Degree of Constitution and Administrative Laws from Wuhan University in 2007. Mr. Liu holds a public company independent\ndirector qualification certificate from Shanghai Stock Exchange since November 2011. We believe that Mr. Liu’s legal expertise and\nknowledge will benefit the Company’s business and operations and make him a valuable member of the board of directors and its committees.\n\n** **\n\n*Yan Xiao*\n\n** **\n\nMs. Xiao was elected as a member of our board\nof directors on January 20, 2025. Ms. Xiao has served as a director of I Win Securities Ltd. since December 2020. Ms. Xiao was the general\nmanager of Shaanxi JuFeng Investment Information Co., Ltd. from June 2016 to November 2020. Ms. Xiao was the product manager of Beijing\nYinHua Wealth Investment Management Co., Ltd. from May 2013 to February 2014. Ms. Xiao was the director of sales of TianXiang Wealth (Beijing)\nInformation Technology Co., Ltd. from November 2011 to August 2012. Ms. Xiao was the sales manager of China Finance Online Co. Limited\n(OTC: JRJC) from September 2008 to October 2011. Ms. Xiao received her junior college degree in business administration from Beijing Foreign\nStudies University in July 2020 and her master’s degree in finance from The Chubb Institute (Westbury) in June 2021. Ms. Xiao received\nher master’s degree in business administration from Stanfort Academy in Singapore in March 2023. Ms. Xiao holds Chinese Securities\nPractitioner Qualification Certificate from Securities Association of China and Hong Kong Securities and Futures Practitioner Qualification\nCertificate from Hong Kong Securities and Investment Institute. The Board believes that Ms. Xiao’s extensive experience in securities\nand finance will benefit the Company’s business and make her an important member of the board of directors.\n\n** **\n\n**6.B. Compensation**\n\n** **\n\nDuring the fiscal year ended December 31,\n2025, we paid an aggregate of approximately RMB0.25 million (US$37,267) in cash to our executive officers, and paid RMB 0.48 million\n(US$70,868) to our non-executive directors. We also granted 12 million preferred shares to the company controlled by our Chief\nOperating Officer in 2025. On April 28, 2025, the Compensation Committee of the Board of Directors (the “Board”) of the\nCompany granted stock awards of 100,000 ordinary shares to Mr. Yi Shao, Chief Executive Officer of the Company and 100,000 ordinary\nshares to Ms. Xuetong Qin, our manager and director. We have not set aside or accrued any amount to provide pension, retirement or\nother similar benefits to our executive officers and directors. Our Hong Kong subsidiaries are required by law to make contributions\nequal to certain percentages of each employee’s salary for his or her mandatory provident fund. Our PRC subsidiary and the\nvariable interest entity are required by law to make contributions equal to certain percentages of each employee’s salary for\nhis or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident\nfund.\n\n** **\n\n*Employment Agreements, Director Agreements\nand Indemnification Agreements*\n\n* *\n\nWe have entered into employment agreements\nwith each of our executive officers. Under these agreements, each of our executive officers is employed for an initial term of one\nyear and is renewable upon mutual agreement of the Company and the executive officer.\n\n* *\n\nThe executive officers are entitled to a fixed\nsalary and to participate in our equity incentive plan and other company benefits, each as determined by the board of directors from time\nto time.\n\n \n\nWe may terminate the executive officer’s\nemployment for cause, at any time, without notice or remuneration, for certain acts, such as conviction or plea of guilty to a felony\nor grossly negligent or dishonest acts to our detriment, or material breach of any term of any employment or other services, confidentiality,\nintellectual property or non-competition agreements with the Company. In such case, the executive officer will solely be entitled to\naccrued and unpaid salary through the effective date of such termination, and his/her right to all other benefits will terminate, except\nas required by any applicable law. The executive officer is not entitled to severance payments upon any termination. \n\n \n\n85\n\n \n\n \n\nThe executive officer may voluntarily terminate\nhis/her employment for any reason and such termination shall take effect 30 days after the receipt by Company of the notice of termination.\nUpon the effective date of such termination, the executive officer shall be entitled to (a) accrued and unpaid salary and vacation through\nsuch termination date; and (b) all other compensation and benefits that were vested through such termination date.  In the event\nthe executive officer is terminated without notice, it shall be deemed a termination by the Company for cause.\n\n* *\n\nEach of our executive officers has agreed not\nto use for his/her personal purposes nor divulge, furnish, or make accessible to anyone or use in any way (other than in the ordinary\ncourse of the business of the Company) any confidential or secret information or knowledge of the Company, whether developed by him/herself\nor by others.\n\n* *\n\nIn addition, each executive officer has agreed\nto be bound by non-competition restrictions during the term of his or her employment and for six months following the last date of employment.\n\n \n\nEach executive officer also has agreed not to\n(i) solicit or induce, on his/her own behalf or on behalf of any other person or entity, any employee of the Company or any of its\naffiliates to leave the employ of the Company or any of its affiliates; or (ii) solicit or induce, on his/her own behalf or on behalf\nof any other person or entity, any customer or prospective customer of the Company or any of their respective affiliates to reduce its\nbusiness with the Company or any of its affiliates.\n\n \n\nWe have also entered into director agreements\nwith each of our independent directors which agreements set forth the terms and provisions of their engagement.\n\n \n\nIn addition, we have entered into indemnification\nagreements with each of our directors and executive officers that provide such persons with additional indemnification beyond that provided\nin our current memorandum and articles of association.\n\n  \n\n**Share Incentive Plans**\n\n \n\nThe Board of Directors of the Company\napproved and adopted Oriental Culture Holding LTD 2021 Omnibus Equity Plan (the “Equity Plan”) on November 8, 2021,\nwhich was approved at the stockholders’ meeting on December 16, 2021. The total aggregate ordinary shares of the Company\nauthorized for issuance during the term of the Equity Plan is limited to 800,000 shares after the 1 for 5 reverse stock split\neffected in October 2023. On February 27, 2024 (the “Grant Date”), the Compensation Committee of the Board of Directors\n(the “Board”) granted stock awards of 300,000 ordinary shares of the Company, par value $0.00025 (the “Ordinary\nShares”), pursuant to the Equity Plan, to four officers and employees of the Company and subsidiaries of its operating\nvariable interest entity (the “Grantees”), including 75,000 shares to Mr. Yi Shao, Chief Executive Officer of the\nCompany (collectively, the “Grants”).  The Grants vested immediately on the Grant Date and each of the Grantees\nalso entered into an Unrestricted Stock Award Agreement with the Company on February 27, 2024. \n\n \n\nOn April 28, 2025 (the “Grant Date”),\nthe Compensation Committee of the Board of Directors (the “Board”) of Oriental Culture Holding LTD. (the “Company”)\ngranted stock awards of 500,000 ordinary shares of the Company, par value $0.00025 (the “Ordinary Shares”), pursuant to the\nCompany’s 2021 Omnibus Equity Plan, to five officers and employees of the Company and subsidiaries of its operating variable interest\nentity (the “Grantees”), including 100,000 shares to Mr. Yi Shao, Chief Executive Officer of the Company and 100,000 shares\nto Ms. Xuetong Qin, our manager and director (collectively, the “Grants”).  The Grants vested immediately on the Grant\nDate and each of the Grantees also entered into an Unrestricted Stock Award Agreement with the Company on April 28, 2025.\n\n \n\nThe share numbers and par value are the numbers before our share consolidations\neffected in January 2026 and April 2026.\n\n \n\nThe following paragraphs summarize the terms of\nthe Equity Plan:\n\n \n\n**Administration**. The Equity Plan\nrequires that a committee of non-employee directors to administer the Equity Plan. Currently, our Compensation Committee, which we refer\nto hereto as the Committee, administers the Equity Plan. \n\n \n\n**Shares Subject to the Equity Plan**.\nThe shares issuable under the Equity Plan are our ordinary shares that are authorized but unissued or reacquired ordinary shares, including\nshares repurchased by the Company as treasury shares. The total aggregate ordinary shares of the Company authorized for issuance during\nthe term of the Equity Plan is limited to 800,000 shares.\n\n \n\n**Types of Awards and Eligibility**.\nThe Equity Plan provides for five types of awards and they are: Stock Options, Stock Appreciation Rights (“SAR”), Unrestricted\nStock, Restricted Stock and Restricted Stock Units. The Eligible Persons under the Equity Plan include Employees, Outside Directors,\nConsultants and New Hires of the Company or its subsidiaries, as selected by our Board or the designated committee thereof.  \n\n \n\n86\n\n \n\n \n\n**Vesting and Forfeiture***.* The\nCommittee determines the time and conditions under which the award will vest or the period of time after which the restriction shall lapse\nas part of making an award. Vesting or the lapse of the period of restriction may, in the Committee’s discretion, be based solely\nupon continued employment or service for a specified period of time, or may be based upon the achievement of specific performance goals\n(individual, corporation or other basis), or both. Unless otherwise provided by the Committee, when a participant terminates employment\nor service with us, all unexercised or unvested awards are forfeited, and if the termination is without cause, all outstanding vested\noptions and SARs will continue to be exercisable until the earlier of the expiration term or the date that is three months after such\ntermination date.\n\n \n\n**Prohibition on Repricing**.\nExcept as required or permitted pursuant to a corporate transaction (including, without limitation, any recapitalization or\nreorganization), in no event will an option or SAR be amended to reduce the exercise or base price or be canceled in exchange for\ncash, other awards or options or SARs with an exercise price or base price less than the exercise price of the original option or\nbase price of the original SAR without shareholder approval.\n\n \n\n**Limits on Transfers of Awards/Beneficiary\nDesignation**. All awards are exercisable only by the participant during the participant’s lifetime, and are transferable\nonly by will or by the laws of descent and distribution; provided, however, that the Committee may permit a transfer of an award, other\nthan an incentive stock option, to a family member of an individual, subject to such restrictions as the Committee may provide.\n\n \n\n**Term.** The Equity Plan is effective\nimmediately upon the adoption by our Board of Directors, subject to shareholder approval, and will terminate on the earliest to occur\nof (i) the 10th anniversary of the Equity Plan’s effective date, or (ii) the date on which all shares available for issuance\nunder the Equity Plan shall have been issued as fully-vested shares.\n\n** **\n\n**6.C. Board Practices**\n\n** **\n\nTerms of Directors and Officers\n\n* *\n\nOur officers are elected by and serve at the discretion\nof the Board. Our directors may be elected by an ordinary resolution of our shareholders. Alternatively, our board of directors may, by\nthe affirmative vote of a simple majority of the directors present and voting at a board meeting appoint any person as a director to fill\na casual vacancy on our board. Our directors are not subject to a set term of office and hold office until the next general meeting called\nfor the election of directors and until their successor is duly elected or such time as they die, resign or are removed from office by\na shareholders’ ordinary resolution or the unanimous written resolution of all shareholders. A director will be removed from office\nautomatically if, among other things, the director becomes bankrupt or makes any arrangement or composition with his creditors generally\nor is found to be or becomes of unsound mind.\n\n \n\n**Board Diversity Matrix**\n\n \n\nThe following table sets forth Board level diversity statistics based\non self-identification of members of our Board as of May 12, 2026.\n\n \n\n**Board Diversity Matrix (As of May 12, 2026)**\n\nCountry of Principal Executive Offices:\n \n \nP.R. China\n \n\nForeign Private Issuer:\n \n \nYes\n \n\nDisclosure Prohibited Under Home Country Law:\n \n \nNo\n \n\nTotal Number of Directors\n \n \n7\n \n\n \n\n  \nFemale  \nMale  \nNon-Binary  \nDid Not\nDisclose\nGender \n\nPart I: Gender Identity\n\nDirectors \n 2  \n 5  \n 0  \n 0 \n\nPart II: Demographic Background \n    \n    \n    \n   \n\nUnderrepresented Individual in Home Country Jurisdiction \n    \n    \n 0  \n   \n\nLGBTQ+ \n    \n    \n 0  \n   \n\nDid Not Disclose Demographic Background \n    \n    \n 0  \n   \n\n \n\n87\n\n \n\n \n\nOur board of directors currently consists of 7\ndirectors. We have established an audit committee, a compensation committee and a corporate governance and nominating committee. Each\nof the committees of the board of directors has the composition and responsibilities described below.\n\n \n\n*Audit Committee*\n\n \n\nNelson Wong**, **Xiaobing Liu and Jinren\nChen are the members of our audit committee, and Nelson Wong serves as the chairman. All members of our audit committee satisfy the independence\nstandards promulgated by the SEC and by NASDAQ as such standards apply specifically to members of audit committees.\n\n* *\n\nWe have adopted and approved a charter for the\naudit committee. In accordance with our audit committee charter, our audit committee shall perform several functions, including:\n\n \n\n \n●\nevaluates the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;\n\n \n\n \n●\napproves the plan and fees for the annual audit, interim reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor;\n\n \n\n \n●\nmonitors the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;\n\n \n\n \n●\nreviews the financial statements to be included in our Annual Report on Form 20-F and Current Reports on Form 6-K and reviews with management and the independent auditors the results of the annual audit and reviews of our interim financial statements;\n\n \n\n \n●\noversees all aspects our systems of internal accounting control and corporate governance functions on behalf of the board;\n\n \n\n \n●\nreviews and approves in advance any proposed related-party transactions and report to the full board on any approved transactions; and\n\n \n\n \n●\nprovides oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the board of directors, including Sarbanes-Oxley Act implementation, and makes recommendations to the board of directors regarding corporate governance issues and policy decisions.\n\n \n\nOur board of directors has determined that Nelson\nWong possesses accounting or related financial management experience that qualifies him as an “audit committee financial expert”\nas defined by the rules and regulations of the SEC. \n\n \n\n88\n\n \n\n \n\n*Compensation Committee*\n\n \n\nNelson Wong**, **Xiaobing Liu and\nJinren Chen are the members of our compensation committee and Jinren Chen serves as the chairman.  All members of our\ncompensation committee are qualified as independent under the current definition promulgated by NASDAQ. We have adopted a charter\nfor the compensation committee. In accordance with the compensation committee’s charter, the compensation committee is\nresponsible for overseeing and making recommendations to the board of directors regarding the salaries and other compensation of our\nexecutive officers and general employees and providing assistance and recommendations with respect to our compensation policies\nand practices. The compensation committee is responsible for, among other things:\n\n \n\n \n●\nTo approve compensation principles that apply generally to Company employees;\n\n \n \n \n\n \n●\nTo make recommendations to the board of directors with respect to incentive compensation plans and equity-based plans taking into account the results of the most recent rules to provide the shareholders with an advisory vote on executive compensation, generally known as “Say on Pay Votes” (Section 951 in The Dodd-Frank Wall Street Reform and Consumer Protection Act), if any;\n\n \n\n \n●\nTo administer and otherwise exercise the various authorities prescribed for the compensation committee by the Company’s incentive compensation plans and equity-based plans;\n\n \n \n \n\n \n●\nTo select a peer group of companies against which to benchmark/compare the Company’s compensation systems for principal officers elected by the board of directors;\n\n \n \n \n\n \n●\nTo annually review the Company’s compensation policies and practices and assess whether such policies and practices are reasonably likely to have a material adverse effect on the Company;\n\n \n \n \n\n \n●\nTo determine and oversee stock ownership guidelines and stock option holding requirements, including periodic review of compliance by principal officers and members of the board of directors.\n\n \n\n*Corporate Governance and Nominating Committee*\n\n  \n\nNelson Wong**, **Xiaobing Liu and Jinren\nChen are the members of our corporate governance and nominating committee and Xiaobing Liu serves as the chairman. All members of our\ncorporate governance and nominating committee are qualified as independent under the current definition promulgated by NASDAQ. We have\nadopted a charter for the corporate governance and nominating committee. In accordance with its charter, the corporate governance\nand nominating committee is responsible for identifying and proposing new potential director nominees to the board of directors for consideration\nand reviewing our corporate governance policies. The corporate governance and nominating committee is responsible for, among other things:\n\n \n\n \n●\nIdentify and screen individuals qualified to become board members consistent with the criteria approved by the board of directors, and recommend to the board of directors director nominees for election at the next annual or special meeting of shareholders at which directors are to be elected or to fill any vacancies or newly created directorships that may occur between such meetings;\n\n \n \n \n\n \n●\nRecommend directors for appointment to board committees;\n\n \n \n \n\n \n●\nMake recommendations to the board of directors as to determinations of director independence;\n\n \n \n \n\n \n●\nOversee the evaluation of the board of directors;\n\n \n \n \n\n \n●\nMake recommendations to the board of directors as to compensation for the Company’s directors; and\n\n \n \n \n\n \n●\nReview and recommend to the board of directors the Corporate Governance Guidelines and Code of Business Conduct and Ethics for the Company.\n\n \n\n*Director Independence*\n\n \n\nOur board of directors reviewed the materiality of any relationship\nthat each of our proposed directors has with us, either directly or indirectly. Based on this review, it is determined that Nelson Wong**, **Xiaobing\nLiu, Jinren Chen and Yan Xiao are the “independent directors” as defined by NASDAQ. \n\n \n\n89\n\n \n\n \n\n**6.D. Employees**\n\n** **\n\nAs of December 31, 2025 and December 31, 2024\nwe had a total of 13 and 33 full time employees, respectively. The following table sets forth the breakdown of our employees’ functions\nas of December 31, 2025:\n\n** **\n\nFunction \nNumber*  \n% of Total\nEmployees \n\nTechnology and Research \n 5  \n 38.46%\n\nSales & Marketing \n 2  \n 15.38%\n\nGeneral & HR and Administration \n 6  \n 46.15%\n\n  \n 13  \n 100.00%\n\n** **\n\n*excluding the employees of Zhongcang Warehouse Co., Ltd.,\nan 18% indirect subsidiary of WFOE\n\n** **\n\n** **\n\nAs of December 31, 2025, 12 of our employees were based in Mainland\nChina and 1 employees were located in Hong Kong.\n\n \n\nWe understand that our success depends on our ability to attract, train\nand retain our employees. Therefore, as part of our human resources strategy, we offer employees competitive salaries, stock award,\nperformance-based cash bonuses and promotions, engagement activities, various welfare as well as other incentives. We design and provide\ntraining to our employees regularly in order to enhance their professional skills and foster their career development. We also recognize\nthe importance of keeping our employees safe. In response to the COVID-19 pandemic, we implemented changes that we determined were in\nthe best interest of our employees and have followed local government orders to prevent the spread of COVID-19.\n\n** **\n\nAs required by PRC regulations, we participate\nin various government statutory employee benefit plans, including social insurance funds, namely a pension contribution plan, a medical\ninsurance plan, an unemployment insurance plan, a work-related injury insurance plan and a maternity insurance plan, and a housing provident\nfund. We are required under PRC law to make contributions to employee benefit plans at specified percentages of the salaries, bonuses\nand certain allowances of our employees, up to a maximum amount specified by the local government from time to time. As of the date of\nthis report, we have made adequate employee benefit payments. However, if we were found by the relevant authorities that we failed to\nmake adequate payment, we may be required to make up the contributions for these plans as well as to pay late fees and fines. See *“Risk\nFactors—Risks Related to Doing Business in China—Failure to make adequate contributions to various employee benefit plans\nas required by PRC regulations may subject us to penalties.”*\n\n* *\n\nAs required by Hong Kong laws and regulations,\nwe contribute to the Mandatory Provident Fund and take out insurance policies for our Hong Kong-based employees.\n\n \n\nWe enter into standard labor and confidentiality\nagreements with our employees. We believe that we maintain a good working relationship with our employees, and we have not experienced\nany major labor disputes.\n\n \n\n**6.E. Share Ownership**\n\n** **\n\n**The following table sets forth information\nwith respect to the beneficial ownership of our ordinary shares as of May 12, 2026 for:**\n\n** **\n\n \n●\neach beneficial owner of 5% or more of our outstanding ordinary shares;\n\n \n \n \n\n \n●\neach of our directors and executive officers; and\n\n \n \n \n\n \n●\nall of our directors and executive officers as a group.\n\n \n\n90\n\n \n\n** **\n\nBeneficial ownership is determined in accordance\nwith the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting\npower or investment power with respect to those securities and include ordinary shares issuable upon the exercise of options that are\nimmediately exercisable or exercisable within 60 days of the date hereof. These shares, however, are not included in the computation\nof the percentage ownership of any other person.\n\n \n\nExcept as otherwise indicated, all of the shares\nreflected in the table are ordinary shares and all persons listed below have sole voting and investment power with respect to the shares\nbeneficially owned by them, subject to applicable community property laws. The information is not necessarily indicative of beneficial\nownership for any other purpose.\n\n \n\nThe calculations in the table below are based on 1,938,312 ordinary\nshares issued and outstanding as of May 12, 2026.\n\n \n\nExcept as otherwise indicated in the table below,\naddresses of our directors, executive officers and named beneficial owners are in care of Oriental Culture Holding LTD, Room 1310, Tower\nB, Harbour View Building, Eastern District, Hong Kong. Our telephone number at this address is (852) 3579-5532.\n\n** **\n\n  \nOrdinary\nShares\n\nBeneficially Owned \n\nName\nof Beneficial Owners \nNumber  \n% \n\nDirectors and Executive Officers: \n   \n  \n\nKit\nMing (Michael) Lo \n -  \n - \n\nYi\nShao \n 114  \n * \n\nLijuan\nDing \n -  \n - \n\nAimin Kong(1) \n \n4,200,000\n  \n 68.4%\n\nXuetong\nQin \n    \n * \n\nNelson\nWong \n -  \n - \n\nXiaobing\nLiu \n -  \n - \n\nJinren\nChen \n -  \n - \n\nYan\nXiao \n -  \n - \n\nAll\ndirectors and executive officers as a group (nine individuals) \n 4,200,000  \n 68.4%\n\n5%\nor Greater Shareholders: \n    \n   \n\nHao\nShun Investments Limited(2) \n 6,000,000  \n 75.6%\n\n \n\n*less than 1%\n\n \n\n(1)\nAimin Kong is the sole\nshareholder and director of Oriental Culture Investment Development LTD, a British Virgin Islands company, and holds the voting and\ndispositive power over the ordinary shares held by it. The registered address of Oriental Culture Investment Development LTD is\nsituated at offices of Sertus Incorporations (BVI) Limited, Sertus Chambers, P.O. Box 905, Quastisky Building, Road Town, Tortola,\nBritish Virgin Islands. Mr. Aimin Kong owns 35% equity interest of Hao Shun Investments Limited (“Hao Shun”) and\nOriental Culture Investment Development LTD owns 35% equity interest of Hao Shun. In his capacity as a 70% beneficial owner and\ndirector of Hao Shun, Mr. Aimin Kong beneficially owns 8,400,000 preferred shares and has sole power to vote or to direct the vote\nand sole power to dispose or to direct the disposition of 12,000,000 preferred shares of the Company owned by Hao Shun Investments\nLimited.\n\n(2)\nHao Shun Investments Limited owns and has sole power to vote or direct\nthe vote and sole power to dispose or to direct the disposition of 12,000,000 preferred shares of the Company. Each preferred share has\n15 votes at the general meetings of the Company, and every two preferred shares is convertible into one ordinary share of the Company\nat the holder's option, which represents approximately 75.6% of the outstanding Ordinary Shares that are deemed to be outstanding for\npurposes of calculating the beneficial ownership of Hao Shun under Section 13(d) of the Act, if the holder converts 12,000,000 preferred\nshares to 6,000,000 ordinary shares in 60 days. The registered address of Hao Shun Investments Limited is Crainmuir Chambers, Road Town,\nTortola, VG1110, British Virgin Islands.\n\n** **\n\n91"}