SCHEDULE: Oriental Culture Holding: Aimin Kong's 50.8% Stake Detailed

A Schedule 13D/A filing reveals Aimin Kong and Hao Shun Investments maintain 50.8% beneficial ownership in Oriental Culture Holding LTD following a reverse stock split and internal share transfers.

Summary

• This is Amendment No. 1 to the initial Schedule 13D filed on September 4, 2025, by Aimin Kong and Hao Shun Investments Limited (the "Reporting Persons").
• The Reporting Persons jointly report beneficial ownership of 6,000,000 ordinary shares of Oriental Culture Holding LTD, representing approximately 50.8% of the outstanding ordinary shares.
• This beneficial ownership is derived from 12,000,000 preferred shares held by Hao Shun Investments Limited, where each preferred share carries 15 votes and every two preferred shares are convertible into one ordinary share.
• The calculation of beneficial ownership is based on 5,814,789 issued and outstanding ordinary shares of the Issuer as of February 18, 2026, and the assumption that the 12,000,000 preferred shares are converted into 6,000,000 ordinary shares within 60 days.
• On January 16, 2026, Oriental Culture Holding LTD effected a one-for-two hundred twenty reverse stock split for its ordinary shares, with no changes made to its preferred shares.
• On November 14, 2025, Oriental Culture Investment Development Ltd., a company wholly owned by Aimin Kong, transferred 490,000 ordinary shares of Oriental Culture Holding LTD to China Stamp Trading Center Co., Limited at no cost.
• On February 3, 2026, Aimin Kong transferred 35% equity interest of Hao Shun Investments Limited to Oriental Culture Investment Development Ltd. (wholly owned by Aimin Kong) and 30% equity interest to Oatto Holdings Ltd. (wholly owned by Junci Kong, Aimin Kong's daughter), both for nil/US$1 consideration.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with caution. While insider control can be a positive, the extreme reverse stock split and gratuitous share transfers suggest underlying challenges and potential for minority shareholder value erosion.

Positives

• Aimin Kong, as the Chief Operating Officer of Oriental Culture Holding LTD, maintains significant beneficial control (50.8%) over the Issuer, which can signal stable leadership and alignment with long-term company interests.
• The internal transfers of equity interest in Hao Shun Investments Limited to entities controlled by Aimin Kong and his daughter consolidate family control over the substantial stake, potentially streamlining decision-making for the controlling shareholder group.

Negatives

• The one-for-two hundred twenty reverse stock split on January 16, 2026, often indicates a company's stock price is low, potentially to meet listing requirements, which is generally perceived as a negative signal regarding the company's market performance.
• The gratuitous transfer of 490,000 ordinary shares to China Stamp Trading Center Co., Limited at no cost could be seen as a value transfer away from the company, potentially diluting existing shareholder value without a clear, immediate benefit to the Issuer.

Risks

• The reverse stock split on January 16, 2026, might signal underlying issues with the company's stock performance or market valuation, potentially leading to continued investor skepticism.
• The concentration of voting power (15 votes per preferred share) and beneficial ownership (50.8%) in Aimin Kong and related entities could limit the influence of other shareholders on corporate decisions and potentially impact minority shareholder rights.
• The potential for further dilution exists from the conversion of 12,000,000 preferred shares into 6,000,000 ordinary shares, although this is already factored into the reported beneficial ownership percentage for the Reporting Persons.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance regarding the company's future operations, financial performance, or strategic direction. It primarily details changes in beneficial ownership and related transactions.

Industry Context

StockSavvy.ai notes that significant insider ownership, especially by a COO, can signal strong management alignment with shareholder interests, but also raises questions about corporate governance and potential for minority shareholder disenfranchisement, particularly when combined with high voting power preferred shares and internal transfers. Reverse stock splits are often a measure taken by companies to maintain listing compliance or improve stock perception, which can be a common occurrence for smaller cap companies facing market pressures.

Comparison to Industry Standards

• The 50.8% beneficial ownership by Aimin Kong and related entities is a substantial stake, exceeding typical institutional investor holdings and placing significant control in the hands of a single individual/family. For comparison, many public companies aim for a more diversified shareholder base to promote broader market confidence and liquidity.
• The one-for-two hundred twenty reverse stock split is a very aggressive ratio, significantly higher than typical reverse splits (e.g., 1-for-5 or 1-for-10) seen in the market, suggesting a substantial need to increase the per-share price, potentially to meet NASDAQ's minimum bid price requirement. Companies like XYZ Corp. or ABC Inc. that have undergone reverse splits typically use much lower ratios unless facing severe delisting threats.
• The use of preferred shares with 15 votes per share, convertible at a 2:1 ratio, is a complex capital structure that grants disproportionate voting power to the holder, which is not uncommon in founder-led or family-controlled companies but deviates from the one-share-one-vote standard often favored by corporate governance advocates and institutional investors in more mature markets.

Corporate Governance

Related Party Transactions

• Transfer of 490,000 ordinary shares from Oriental Culture Investment Development Ltd. (wholly owned by Aimin Kong) to China Stamp Trading Center Co., Limited at no cost.
• Transfer of 65% equity interest in Hao Shun Investments Limited from Aimin Kong to Oriental Culture Investment Development Ltd. (wholly owned by Aimin Kong) and Oatto Holdings Ltd. (wholly owned by Junci Kong, Aimin Kong's daughter) for nil/US$1 consideration.

Stakeholder Impact

• Shareholders: The reverse stock split could negatively impact shareholder perception and liquidity. The gratuitous share transfer and internal restructuring of control over Hao Shun Investments Limited could raise concerns about transparency and potential dilution for minority shareholders. The concentrated voting power limits influence of other shareholders.
• Management: Aimin Kong, as COO, maintains strong control, which could provide stability but also limit independent oversight.

Next Steps

• The Issuer will update its register of members to reflect the transfer of 490,000 ordinary shares to China Stamp Trading Center Co., Limited.
• The preferred shares held by Hao Shun Investments Limited are convertible into ordinary shares at the holder's option within 60 days.

Key Dates

Recommendation

The filing details a significant reverse stock split, which often signals underlying financial or operational challenges, and a gratuitous share transfer, which could be dilutive. While Aimin Kong maintains substantial beneficial ownership, providing a degree of stability, the overall context suggests caution. A seasoned investor would likely hold to observe the impact of the reverse split and any subsequent operational improvements or strategic announcements before making a more definitive investment decision.

Keywords

Oriental Culture Holding, OCG, Schedule 13D, Aimin Kong, Hao Shun Investments, Beneficial Ownership, Reverse Stock Split, Preferred Shares, Share Transfer, Corporate Governance, NASDAQ