SecProbe.io

October 23, 2019
Lijia Ni
Chief Financial Officer
Oriental Culture Holding LTD
Room 1512 Block 4 Kang Yuan Zhihui Gang
No 50 Jialingjiang East Road
Jiangsu Province 210000
PRC
Re:Oriental Culture Holding LTD
Draft Registration Statement on Form F-1/A
Amended on October 11, 2019
CIK No. 0001776067
Dear Ms. Ni:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1/A, amended on October 11, 2019
Risk Factors, page 10
1.We note your response to prior comment one, and reissue the comment in part. Please
revise to provide risk factor disclosure addressing the risks posed to the company by
virtue of its related party transactions. When you provide this risk factor disclosure, please
disclose the percentage of overall accounts receivable, accounts payable, other payables,
revenues, and selling and marketing expenses derived or expended by virtue of the related
party transactions.

 FirstName LastNameLijia Ni
 Comapany NameOriental Culture Holding LTD
 October 23, 2019 Page 2
 FirstName LastName
Lijia Ni
Oriental Culture Holding LTD
October 23, 2019
Page 2
Dilution, page 42
2.We note your response to comment 2 however, we reiterate our comment.  Please revise
your calculation of the amount of net tangible book value reported as of June 30, 2019 to
be consistent with the methodology described in your response.
Consolidated Financial Statements
Note 3 - Business Combinations, page F-45
3.We note your response to our comment 5.  Please also present the amounts of revenue and
earnings of HKDAEx since the acquisition date included in the consolidated income
statement for the reporting period, as required by ASC 805-10-50-2(h)(1).
4.We note your response to comment 6.  Please revise the value assigned to the shares
issued in the business acquisition, disclosed on page F-56, to be consistent with the
disclosure of $1,495,505 on page F-44.
The Unaudited Pro Forma Combined Financial Information As of and For Year Ended
Decmeber 31, 2018, page F-68
5.We note your response to comments 11 and 12.  Please expand your Note (a) to describe
how you calculated the adjustment of $665,078 to additional paid-in capital.  Adjustments
reflected in the pro forma adjustments column for each specific transaction should be
factually supportable.
6.We note your response to comments 12 and 13.  Since the consummation of a business
combination is a major transaction and disclosure of pro forma financial information
would be material to an investor, please present the purchase price allocation in a note to
the pro forma information and reflect any adjustments to the pro forma balance sheet and
pro forma income statement, as necessary.  State in the note if adjustments were not
material.
            You may contact Christie Wong, Staff Accountant, at 202-551-3684, or Robert S.
Littlepage, Accounting Branch Chief, at 202-551-3361, if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Staff
Attorney, at 202-551-3415, or Celeste M. Murphy, Legal Branch Chief, at 202-551-3257, with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li