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United States securities and exchange commission logo
March 27, 2023
Yi Shao
Chief Executive Officer
Oriental Culture Holding LTD
Room 1402, Richmake Commercial Building
198-200 Queen’s Road Central, Hong Kong
Re:Oriental Culture Holding LTD
Amendment No. 4 to Registration Statement on Form F-3
Filed March 7, 2023
File No. 333-262398
Dear Yi Shao:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 2, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-3 Filed March 7, 2023
Risk Factors
"Nan County Public Safety Bureau has frozen certain bank accounts ... ", page 19
1.We note your amended disclosure in response to comment 1. Please revise to explain why
you determined not to make any further withdrawals from the accounts. Also,
please disclose the number of customers that currently have deposits in the accounts and
the number of customers that have been able to successfully retrieve their deposits, if
material.

 FirstName LastNameYi Shao
 Comapany NameOriental Culture Holding LTD
 March 27, 2023 Page 2
 FirstName LastName
Yi Shao
Oriental Culture Holding LTD
March 27, 2023
Page 2
General
2.In the appropriate sections throughout your prospectus, please revise to discuss the
February 24, 2023 Provisions on Strengthening Confidentiality and Archives
Administration of Overseas Securities Offering and Listing by Domestic Companies that
was issued by the CSRC, the Ministry of Finance, the National Administration of State
Secretes Protection and the National Archives Administration, its applicability to you, and
the associated risks.
3.We note your disclosure that "[a]fter the New Overseas Listing Rules are enacted, the
relevant filing procedures of the CSRC and other governmental authorities will be
required in connection with our offerings." Please clearly state whether this offering will
be subject to the New Overseas Listing Rules and whether the offering is contingent upon
receipt of approval from the CSRC. In this regard, disclose your responsibilities under the
New Overseas Listing Rules and the current status of your compliance with the process.
Please also expand your disclosure to discuss the risk and impact to your business
operations and offering of securities if you do not receive the relevant approvals,
including potential fines, penalties, or sanctions and discuss whether delisting is a
potential consequence.
            Please contact Cara Wirth at 202-551-7127 or Jennifer López Molina at 202-551-3792
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Jeffrey Li