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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/12/19 Oriental Culture Holding Ltd F-1 22:4.5M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement by a Foreign Issuer HTML 1.24M
2: EX-3.1 Certificate of Incorporation HTML 9K
3: EX-3.2 Second Amended Andrestated Memorandum of HTML 20K
Association
4: EX-3.3 Second Amended and Restated Articles of HTML 137K
Association
5: EX-10.1 Technical Consultation and Service Agreement HTML 89K
13: EX-10.10 Website Advertising Space Leasing Agreement by and HTML 21K
Between Kashi Jinwang Art Purchase E-Commerce Co.,
Ltd. and Kashi Longrui Business Management
Services Co., Ltd.
14: EX-10.11 Technical Maintenance Services Contract by and HTML 19K
Between Hunan Huaqiang Artwork Trading Center Co.,
Ltd. and Nanjing Yanyu Information Technology Co.,
Ltd.
15: EX-10.12 Technical Maintenance Services Contract by and HTML 24K
Between Kashi Jinwang Art Purchase E-Commerce Co.,
Ltd. and Nanjing Yanyu Information Technology Co.,
Ltd.
16: EX-10.13 Technical Maintenance Services Contract by and HTML 21K
Between Nanjing Jinwang Art Purchase E-Commerce
Co., Ltd and Nanjing Yanyu Information Technology
Co., Ltd. on July 1, 2018
17: EX-10.14 Cooperation Agreement and Amendment to Cooperation HTML 22K
Agreement by and Between Kashi Dongfang Cangpin
Culture Development Co., Ltd. and Zhongcang
Warehouse Co., Ltd. Dated September 1, 2018 and
September 15, 2018
18: EX-10.15 Office Premises Use Contract by and Between HTML 16K
Nanjing Culture and Artwork Property Exchange Co.,
Ltd. and Kashi Longrui Business Management
Services Co., Ltd. Dated January 1, 2019
19: EX-10.16 Technical Maintenance Services Contract by and HTML 20K
Between Nanjing Culture and Artwork Property
Exchange Co., Ltd. and Nanjing Yanyu Information
Technology Co., Ltd. Dated July 1, 2018
20: EX-10.17 Technical Maintenance Services Contract by and HTML 23K
Between Jinling Cultural Property Rights Exchange
Co., Ltd. and Nanjing Yanyu Information Technology
Co., Ltd. Dated October 1, 2018
6: EX-10.2 Equity Pledge Agreement HTML 100K
7: EX-10.3 Equity Option Agreement HTML 116K
8: EX-10.4 Voting Rights Proxy and Financial Supporting HTML 91K
Agreement
9: EX-10.5 Employment Agreement HTML 33K
10: EX-10.6 Form of Indemnification Agreement Between the HTML 51K
Registrant and Executive Officers and Directors of
the Registrant
11: EX-10.8 Form of Director Agreement HTML 25K
12: EX-10.9 Fixed Asset Transfer Contract by and Between HTML 13K
Nanjing Culture and Artwork Property Exchange Co.,
Ltd. and Kashi Longrui Business Management
Services Co., Ltd.
21: EX-21.1 List of Principal Subsidiaries and Variable HTML 12K
Interest Entities of the Registrant
22: EX-23.1 Consent of Wei, Wei & Co., LLP HTML 11K
Exhibit 3.2
THE CAYMAN ISLANDS
THE COMPANIES LAW
(AS AMENDED)
Second Amended and Restated Memorandum of Association
of
Oriental Culture Holding LTD
(as adopted by a Special Resolution on 8 November 2019)
C:
THE CAYMAN ISLANDS
THE COMPANIES LAW (AS AMENDED)
SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
OF
Oriental Culture Holding LTD
(the “Company”)
(as adopted by a Special Resolution on 8 November 2019)
The share capital of the Company is USD50,000.00 divided into 1,000,000,000 shares comprising of (i)
| 1. | Name |
The name of the Company is Oriental Culture Holding LTD.
| 2. | Registered Office |
The registered office of the Company shall be situated at the Office of Sertus Incorporations (Cayman) Limited, Sertus Chambers, Governors Square, Suite # 5-204, 23 Lime Tree Bay Avenue, P.O. Box 2547, Grand Cayman, KY1-1104, Cayman Islands, or such other place in the Cayman Islands as the Directors may, from time to time decide, being the registered office of the Company.
| 3. | General Objects and Powers |
The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by Section 7(4) of The Companies Law (As Amended) or as the same may be amended from time to time, or any other law of the Cayman Islands.
| 4. | Limitations on the Company’s Business |
| 4.1 | For the purposes of the Companies Law (As Amended) the Company has no power to: |
| (a) | carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks & Trust Companies Law (2013 Revision); or |
| (b) | to carry on Insurance Business from within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law (2010 Revision); or |
| (c) | to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law (2003 Revision). |
| 4.2 | The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| 5. | Company Limited by Shares |
The Company is a company limited by shares. The liability of each member is limited to the amount, if any, unpaid on the shares held by such member.
C:
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| 6. | Authorised Shares |
The share capital of the Company is USD50,000.00 divided into 1,000,000,000 shares comprising of (i) 900,000,000 ordinary shares of a nominal or par value of USD0.00005 each; and (ii) 100,000,000 preferred shares of a nominal or par value of USD0.00005 each.
Subject to the provisions of the Companies Law (As Amended) and the Articles of Association of the Company, the Company shall have power to redeem or purchase any of its shares and to increase, reduce, sub-divide or consolidate the share capital and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be ordinary, preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.
| 7. | Continuation |
Subject to the provisions of the Companies Law (As Amended) and the Articles of Association of the Company, the Company may exercise the power contained in Section 206 of The Companies Law (As Amended) to deregister in the Cayman Islands and be registered by way of continuation under the laws of any jurisdiction outside the Cayman Islands.
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