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Wan Mun Wah, et al. – ‘SC 13D’ on 5/10/22 re: Oriental Culture Holding Ltd.

On:  Tuesday, 5/10/22, at 4:30pm ET   ·   Accession #:  1213900-22-25224   ·   File #:  5-92031

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/10/22  Wan Mun Wah                       SC 13D                 1:205K Oriental Culture Holding Ltd.     EdgarAgents LLC/FA
          Hkfaex Group Ltd.
          Pride Group Holdings Ltd.

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Statement of Acquisition of Beneficial Ownership    HTML     92K 
                by an "Active" Investor                                          

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

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)

Mun Wah Wan

Room 1402, Richmake Commercial Building, 198-200 Queen’s Road Central, Hong Kong

+852-2110-3909
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 3, 2022

(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. ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

CUSIP No. G6796W107

CUSIP No. G6796W107

CUSIP No. G6796W107

Item 1. Security and Issuer

This Schedule 13D relates to the ordinary shares, par value US$0.00005 per share of Oriental Culture Holding LTD, a Cayman Islands company (the “Issuer”), whose principal executive offices are located at Room 1402, Richmake Commercial Building, 198-200 Queen’s Road Central, Hong Kong. 

Item 2. Identity and Background

(a): This Schedule 13D is being filed jointly by Mun Wah Wan, The Pride Group Holdings Limited and HKFAEx Group 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), (c), and (f): Mr. Mun Wah Wan is a citizen of Hong Kong and he is the chairman of the board of directors of the Issuer. The business address of Mr. Mun Wah Wan is Room 1402, Richmake Commercial Building, 198-200 Queen’s Road Central, Hong Kong.

The Pride Group Holdings Limited is a company incorporated in the British Virgin Islands and it is wholly owned by Mr. Mun Wah Wan, who is also the sole director of The Pride Group Holdings Limited. The registered address of The Pride Group Holdings Limited is Vistra Corporate Services Centre, Wickhams Cay II, Road Town Tortola, VG1110, British Virgin Islands.

HKFAEx Group Limited is a company incorporated in Hong Kong and it is wholly owned by The Pride Group Holdings Limited. Mr. Mun Wah Wan is the Chairman of the Board of HKFAEx Group Limited. The registered address of HKFAEx Group Limited is Unit 909, Level 9, Cyberport 2, Hong Kong.

(d) and (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.

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) and (b):

The responses of each Reporting Person to Rows (7) through (13) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5.

(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 May 9, 2019, the Issuer acquired all of the outstanding equity interests of HKDAEx Limited from its original shareholder, HKFAEx Group Limited, for consideration of 2,400,000 of its ordinary shares. On November 8, 2019, the Issuer effected a 2 for 1 forward share split of all issued and outstanding ordinary shares of the Issuer. In addition, all existing shareholders agreed to surrender to the Issuer as treasury shares, 12.5% of the then outstanding ordinary shares (3,100,000 ordinary shares) for no consideration. On May 28, 2020, all existing shareholders of the Company agreed to surrender an aggregate of 6,510,000 ordinary shares, or 30% of then outstanding ordinary shares of the Issuer, at no consideration to be reserved as treasury shares of the Issuer.

On May 3, 2022, HKFAEx Group Limited entered into an Instrument of Transfer, a Sold Note and a Bought Note with Ben Ansheng Yu (the “Yu Agreement”), pursuant to which Mr. Yu purchased 683,550 ordinary shares of the Issuer from HKFAEx Group Limited for a total consideration of HK$5,000,000.  Mr. Yu purchases such ordinary shares using his personal funds. The foregoing description of the Yu Agreement does not purport to be complete and is qualified by reference to the full text of the Yu Agreement, see Exhibit B.

On May 3, 2022, HKFAEx Group Limited entered into an Instrument of Transfer, a Sold Note and a Bought Note with Xuliang Guan (the “Guan Agreement”), pursuant to which Mr. Guan purchased 1,093,680 ordinary shares of the Issuer from HKFAEx Group Limited for a total consideration of HK$4,000,000.  Mr. Guan purchases such ordinary shares using his personal funds. The foregoing description of the Guan Agreement does not purport to be complete and is qualified by reference to the full text of the Guan Agreement, see Exhibit C.

On May 3, 2022, HKFAEx Group Limited entered into an Instrument of Transfer, a Sold Note and a Bought Note with CCTY Investment Limited (the “CCTY Agreement”), pursuant to which CCTY Investment Limited (“CCTY”) purchased 379,750 ordinary shares of the Issuer from HKFAEx Group Limited for a total consideration of HK$2,777,777.  CCTY purchases such ordinary shares using its own company funds. The foregoing description of the CCTY Agreement does not purport to be complete and is qualified by reference to the full text of the CCTY Agreement, see Exhibit D.

On May 3, 2022, HKFAEx Group Limited entered into an Instrument of Transfer, a Sold Note and a Bought Note with Yi Lin Wang (the “Wang Agreement”), pursuant to which Mr. Wang purchased 82,026 ordinary shares of the Issuer from HKFAEx Group Limited for a total consideration of HK$300,000.  Mr. Wang purchases such ordinary shares using his personal funds. The foregoing description of the Wang Agreement does not purport to be complete and is qualified by reference to the full text of the Wang Agreement, see Exhibit E.

On May 3, 2022, HKFAEx Group Limited entered into an Instrument of Transfer, a Sold Note and a Bought Note with Julie Tian Wu (the “Wu Agreement”), pursuant to which Ms. Wu purchased 164,052 ordinary shares of the Issuer from HKFAEx Group Limited for a total consideration of HK$600,000.  Ms. Wu purchases such ordinary shares using her personal funds. The foregoing description of the Wu Agreement does not purport to be complete and is qualified by reference to the full text of the Wu Agreement, see Exhibit F.

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.

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: May 10, 2022

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 13D referred to below) on behalf of each of them of a statement on Schedule 13D (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 May 10, 2022.

Exhibit B

INSTRUMENT OF TRANSFER

Oriental Culture Holding LTD

(Incorporated in Hong Kong with limited liability)

I/We, HKFAEx Group Limited of Unit 9, Level 9, Cyberport 2, Hong Kong in consideration of the sum of HK$5,000,000 paid to me/us by (name) Ben Ansheng Yu (occupation) Merchant of (address) Austin Tower, 22-26A Austin Avenue, TST, Kowloon, Hong Kong (hereinafter “the said Transferee”) do hereby transfer to the said Transferee the -683,550- share(s) numbered standing in my/our name in the register of:- Oriental Culture Holding LTD to hold unto the said Transferee his Executors, Administrators or Assigns, subject to the several conditions upon which I/we hold the same at the time of execution hereof. And I/we, the said Transferee do hereby agree to take the said share(s) subject to the same conditions.

Witness our hands the

SOLD NOTE

Name of Purchaser (Transferee): Ben Ansheng Yu                                                             

Address:  Austin Tower, 22-26A Austin Avenue, TST, Kowloon, Hong Kong                

Occupation: Merchant                                                        

Name of Company in which the shares to be transferred: Oriental Culture Holding LTD                     

Number of ordinary shares:  -683,550- of US$ 0.00005 Each                                                  

Consideration Received:  HK$5,000,000                                                       

Dated 3 May 2022

BOUGHT NOTE

Name of Seller (Transferor): HKFAEx Group Limited                                                              

Address:  Unit 9, Level 9, Cyberport 2, Hong Kong                                                                      

Occupation: Corporation                                                                                                                

Name of Company in which the shares to be transferred:  Oriental Culture Holding LTD                  

Number of ordinary shares:  -683,550- of US$ 0.00005 Each                                                         

Consideration Paid:  HK$5,000,000                                                                                                   

Dated 3 May 2022  

Exhibit C

INSTRUMENT OF TRANSFER

Oriental Culture Holding LTD

(Incorporated in Hong Kong with limited liability)

I/We, HKFAEx Group Limited of Unit 9, Level 9, Cyberport 2, Hong Kong in consideration of the sum of HK$4,000,000 paid to me/us by (name) Xuliang Guan (occupation) Merchant of (address) No. 1 Fuxing Road, Building 3, Haidian District, Beijing, PRC (hereinafter “the said Transferee”) do hereby transfer to the said Transferee the -1,093,680- share(s) numbered standing in my/our name in the register of:- Oriental Culture Holding LTD to hold unto the said Transferee his Executors, Administrators or Assigns, subject to the several conditions upon which I/we hold the same at the time of execution hereof. And I/we, the said Transferee do hereby agree to take the said share(s) subject to the same conditions.

Witness our hands the

SOLD NOTE

Name of Purchaser (Transferee): Xuliang Guan                                             

Address: No. 1 Fuxing Road, Building 3, Haidian District, Beijing, PRC          

Occupation: Merchant

Name of Company in which the shares to be transferred: Oriental Culture Holding LTD             

Number of ordinary shares: -1,093,680- of US$0.00005 Each                     

Consideration Received: HK$4,000,000                                                       

Dated 3 May 2022

BOUGHT NOTE

Name of Seller (Transferor): HKFAEx Group Limited                              

Address: Unit 9, Level 9, Cyberport 2, Hong Kong                             

Occupation: Corporation

Name of Company in which the shares to be transferred: Oriental Culture Holding LTD                           

Number of ordinary shares: -1,093,680- of US$ 0.00005 Each                 

Consideration Paid: HK$4,000,000                    

Dated 3 May 2022

Exhibit D

INSTRUMENT OF TRANSFER

Oriental Culture Holding LTD

(Incorporated in Hong Kong with limited liability)

I/We, HKFAEx Group Limited of Unit 9, Level 9, Cyberport 2, Hong Kong in consideration of the sum of HK$2,777,777 paid to me/us by (name) CCTY Investment Limited (occupation) Corporation of (address) Millennium City 2, 378 Kwun Tong Road, Kwun Tong (hereinafter “the said Transferee”) do hereby transfer to the said Transferee the -379,750- share(s) numbered standing in my/our name in the register of:- Oriental Culture Holding LTD to hold unto the said Transferee his Executors, Administrators or Assigns, subject to the several conditions upon which I/we hold the same at the time of execution hereof. And I/we, the said Transferee do hereby agree to take the said share(s) subject to the same conditions.

Witness our hands the

SOLD NOTE

Name of Purchaser (Transferee): CCTY Investment Limited                           

Address: Millennium City 2, 378 Kwun Tong Road, Kwun Tong              

Occupation: Corporation

Name of Company in which the shares to be transferred: Oriental Culture Holding LTD                      

Number of ordinary shares: -379,750- of US$ 0.00005 Each                           

Consideration Received: HK$2,777,777                                                            

Dated 3 May 2022  

BOUGHT NOTE

Name of Seller (Transferor): HKFAEx Group Limited                                    

Address: Unit 9, Level 9, Cyberport 2, Hong Kong                                       

Occupation: Corporation

Name of Company in which the shares to be transferred:  Oriental Culture Holding LTD                         

Number of ordinary shares: -379,750- of US$ 0.00005 Each                          

Consideration Paid: HK$2,777,777                                                                    

Dated 3 May 2022

Exhibit E

INSTRUMENT OF TRANSFER

Oriental Culture Holding LTD

(Incorporated in Cayman Islands with limited liability )

We, HKFAEx Group Limited, Unit 9, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong (hereinafter called the “Transferor”) do hereby transfer 82,026 ordinary share(s) standing in our name in the Register of

Oriental Culture Holding LTD

to Yi Lin WANG of Chongwen District, Beijing, China (hereinafter called the “Transferee”), at a consideration of HKD 300,000 to hold unto the Transferee their Executors, Administrators or Assigns, subject to the several conditions upon which we hold the same at the time of execution hereof. And we, the said Transferee do hereby agree to take the said Share subject to the same conditions.

Witness our hands the

SOLD NOTE

Name of Seller (Transferor): HKFAEx Group Limited ______________________________________________

Name of Purchaser (Transferee): Yi Lin WANG _________________________

Address: Chongwen District, Beijing, China

Name of Company in which the shares are to be transferred: Oriental Culture Holding LTD

Number of Shares: 82,026 Ordinary Shares_________________________________________

Consideration Received: HKD 300,000_______________

Hong Kong, Dated 3 May, 2022

--------------------------------------------------------------------------------------------------------------------------------------------

-------------

BOUGHT NOTE

Name of Purchaser (Transferee): Yi Lin WANG_________________________

Name of Seller (Transferor): HKFAEx Group Limited____________________________________

Address: Unit 9, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong _____________

Name of Company in which the shares are to be transferred: Oriental Culture Holding LTD

Number of Shares: 82,026 Ordinary Shares____________________

Consideration Received: HKD 300,000_____________                       

Hong Kong, Dated 3 May, 2022

Exhibit F

INSTRUMENT OF TRANSFER

Oriental Culture Holding LTD

(Incorporated in Cayman Islands with limited liability )

We, HKFAEx Group Limited, of Unit 9, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong (hereinafter called the “Transferor”) do hereby transfer 164,052 ordinary shares standing in our name in the Register of

Oriental Culture Holding LTD

to Julie Tian WU of Caperidge Drive, Discovery Bay, Hong Kong (hereinafter called the “Transferee”), at a consideration of HK$600,000 to hold unto the Transferee their Executors, Administrators or Assigns, subject to the several conditions upon which we hold the same at the time of execution hereof. And we, the said Transferee do hereby agree to take the said Share subject to the same conditions.

Witness our hands the

SOLD NOTE

Name of Seller (Transferor): HKFAEx Group Limited                                                                                          

Name of Purchaser (Transferee): Julie Tian WU                                                                                        

Address: Caperidge Drive, Discovery Bay, Hong Kong

Name of Company in which the shares are to be transferred: Oriental Culture Holding LTD                                         

Number of Shares: 164,052 Ordinary Share                                                                                        

Consideration Received: HKD 600,000                                                        

Hong Kong, Dated 3 May, 2022

--------------------------------------------------------------------------------------------------------------------------------------------

BOUGHT NOTE

Name of Purchaser (Transferee): Julie Tian WU                                                                                        

Name of Seller (Transferor): HKFAEx Group Limited                                                                                        

Address: Unit 9, Level 9, Cyberport 2, 100 Cyberport Road, Hong Kong                                                                                        

Name of Company in which the shares are to be transferred: Oriental Culture Holding LTD                                                        

Number of Shares: 164,052 Ordinary Share                                                                                        

Consideration Received: HKD 600,000                                                                                        

Hong Kong, Dated 3 May, 2022

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D’ Filing		Date		Other Filings
Filed on:		5/10/22		None on these Dates
		5/3/22
		5/28/20
		11/8/19
		5/9/19
				List all Filings

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Filing Submission 0001213900-22-025224   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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