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.
 Yi Shao
FirstName  LastNameYi
Oriental Culture HoldingShao
                         LTD
Comapany
March      NameOriental Culture Holding LTD
       27, 2023
March2 27, 2023 Page 2
Page
FirstName LastName
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 L  pez Molina at 
202-551-3792
with any questions.



                                                              Sincerely,

                                                              Division of 
Corporation Finance
                                                              Office of Trade & 
Services
cc:      Jeffrey Li