SecProbe.io

November 21, 2024
Ruilin Xu
Chief Executive Officer
Top KingWin Ltd.
Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555
North Panyu Avenue, Donghuan Street
Panyu District, Guangzhou, Guangdong Province, China, 511400
Re:Top KingWin Ltd.
Registration Statement on Form F-3
Filed November 6, 2024
File No. 333-283030
Dear Ruilin Xu:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form F-3
Cover Page
Please disclose prominently on the prospectus cover page that you are not a Chinese
operating company but a Cayman Islands holding company with operations conducted
by your subsidiaries in China and that this holding company structure involves unique
risks to investors. Explain whether the holding company structure is used to provide
investors with exposure to foreign investment in China-based companies where
Chinese law prohibits direct foreign investment in the operating companies, and
disclose that investors may never hold equity interests in the Chinese operating
company. Your disclosure should acknowledge that Chinese regulatory authorities
could disallow this structure, which would likely result in a material change in your
operations and/or a material change in the value of the securities you are registering 1.

November 21, 2024
Page 2
for sale, including that it could cause the value of such securities to significantly
decline or become worthless. Provide a cross-reference to your detailed discussion of
risks facing the company and the offering as a result of this structure.
2.Provide prominent disclosure about the legal and operational risks associated with
being based in or having the majority of the company’s operations in China. Your
disclosure should make clear whether these risks could result in a material change in
your operations and/or the value of the securities you are registering for sale or could
significantly limit or completely hinder your ability to offer or continue to offer
securities to investors and cause the value of such securities to significantly decline or
be worthless. Your disclosure should address how recent statements and regulatory
actions by China’s government, such as those related to the use of variable interest
entities and data security or anti-monopoly concerns, have or may impact the
company’s ability to conduct its business, accept foreign investments, or list on a U.S.
or other foreign exchange. Please disclose the location of your auditor’s headquarters
and whether and how the Holding Foreign Companies Accountable Act, as amended
by the Consolidated Appropriations Act, 2023, and related regulations will affect your
company. Your prospectus summary should address, but not necessarily be limited to,
the risks highlighted on the prospectus cover page. Lastly, please include cross-
references to the individual risk factors identified on the cover page.
3.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries or entities are conducting
the business operations. Disclose clearly the entity (including the domicile) in which
investors are purchasing an interest.
4.We note your disclosure on page 32 that all your assets are "located outside of the
United States." We also note that all your directors and officers "are residents of
jurisdictions other than the United States and all or a substantial portion of their assets
are located outside the United States." To the extent that you have operations or
directors and officers located in Hong Kong, please disclose on the cover page how
regulatory actions related to data security or anti-monopoly concerns in Hong Kong
have or may impact the company’s ability to conduct its business, accept foreign
investment or list on a U.S./foreign exchange.
5.Please revise here and the section captioned "Our Business" to provide a description
of how cash is transferred through your organization. State whether any transfers,
dividends, or distributions have been made to date between the holding company and
its subsidiaries, or to investors, and quantify the amounts where applicable as well as
any tax consequences. Lastly, please provide a cross-reference to the consolidated
financial statements.
6.Please amend your disclosure here and in the summary of risk factors section to state
that, to the extent cash or assets in the business is in the PRC/Hong Kong or a
PRC/Hong Kong entity, the funds or assets may not be available to fund operations or
for other use outside of the PRC/Hong Kong due to interventions in or the imposition
of restrictions and limitations on the ability of you or your subsidiaries by the PRC
government to transfer cash or assets. On the cover page, provide cross-references to
these other discussions in the summary of risk factors and risk factors sections.

November 21, 2024
Page 3
7.Discuss whether there are limitations on your ability to transfer cash between you,
your subsidiaries or investors. Provide a cross-reference to your discussion of this
issue in your summary, summary of risk factors and risk factors sections, as well.
8.To the extent you have cash management policies that dictate how funds are
transferred between you, your subsidiaries or investors, summarize the policies on
your cover page and in the prospectus summary, and disclose the source of such
policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the cover page and in the prospectus summary that you have no
such cash management policies that dictate how funds are transferred. Provide a
cross-reference on the cover page to the discussion of this issue in the prospectus
summary.
Commonly Used Defined Terms, page iii
9.We note that your definition of China and the PRC excludes Hong Kong. Please
revise to state here, or in an appropriate discussion of legal and operational risks, that
the legal and operational risks associated with operating in China also apply to
operations in Hong Kong.
Our Business, page 1
10.Please revise this section to clearly disclose that the company uses a structure that
involves subsidiaries in Hong Kong and China and what that entails. Describe how
this type of corporate structure may affect investors and the value of their investment,
including how and why it may be less effective than direct ownership. Additionally,
please identify the entity (including the domicile) in which investors are purchasing
their interest and the entity(ies) in which the company's operations are conducted.
Lastly, please revise the diagram of the company's organizational structure on page 2
to identify the shareholders and their percentage shareholdings in Top KingWin Ltd.
Please include here a summary of risk factors and disclose the risks that your
corporate structure and being based in or having the majority of the company’s
operations in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross-references to the more detailed
discussion of these risks in the prospectus. For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or
influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could
result in a material change in your operations and/or the value of the securities you are
registering for sale. Acknowledge any risks that any actions by the Chinese
government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.

 11.

November 21, 2024
Page 4
Lastly, please ensure that each summary risk factor related to your operations in China
is accompanied by a cross-reference (title and page) to the relevant individual detailed
risk factor.
12.Please revise here to disclose each permission or approval that you or your
subsidiaries are required to obtain from Chinese authorities to operate your business
and to offer your securities to foreign investors. State whether you or your subsidiaries
are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve your operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. In doing so, explain how you
arrived at your conclusion and the basis for your conclusion. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive
or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in
the future.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Rucha Pandit at 202-551-6022 or Dietrich King at 202-551-8071 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Joan Wu