UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2024
TOP KINGWIN LTD
(Exact name of registrant as specified in its charter)
Room 1304, Building No. 25, Tian’an Headquarters
Center, No. 555
North Panyu Avenue, Donghuan Street
Panyu District, Guangzhou,
Guangdong Province, PRC
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Enter into a Material Agreement
On December 30, 2024, Sky KingWin Ltd
(“Sky KingWin”), a wholly-owned subsidiary of Top KingWin Ltd (the “Company”), entered into certain share
purchase agreement (the “SPA”) with Industry Insights Consulting LTD (the “Target”), a wholly-owned
subsidiary of Sky KingWin, and Bosera Asset Management Co., Ltd., a New York company (the “Purchaser”), which is not an affiliate of the Company or
any of its directors or officers. Pursuant to the SPA, the Purchaser agreed to purchase the Target in
exchange for cash consideration of USD 480,000 (the “Purchase Price”).
The Company owns 100% of the issued shares of
Sky KingWin, which owned 100% of the equity interest of the Target prior to this disposition. Upon the closing of the transaction contemplated
by the SPA, the Purchaser will become the sole shareholder of the Target and as a result, assume all assets and liabilities of the Target
and the subsidiaries owned or controlled by the Target.
The closing of the disposition is subject to the
satisfaction of certain closing conditions including the receipt of the Purchase Price.
The form of the SPA is furnished as Exhibits 99.1
to this Form 6-K and such document is incorporated herein by reference. The foregoing is only a brief description of the material terms
of the SPA and does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified
in its entirety by reference to such exhibit.
Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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Top KingWin Ltd |
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| Date: January 2, 2025 |
By: |
/s/ Ruilin Xu |
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Name: |
Ruilin Xu |
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Title: |
Chief Executive Officer |
Exhibit 99.1
Share Purchase Agreement
This Share Purchase Agreement
(hereinafter referred to as “this Agreement”) is entered into on December 30, 2024 in Shenzhen, Guangdong Province, the
People’s Republic of China by and among the following parties:
Party A: Bosera Asset
Management Co., Ltd.
Party B: Sky KingWin
Ltd
Party C: Industry Insights
Consulting LTD
In this Agreement, Party A,
Party B and Party C are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS:
| 1. | Party A is a company incorporated and existing under the laws of
the State of New York, USA; |
| 2. | Party C is a company incorporated and existing under the laws of the British Virgin Islands and indirectly
holds 100% equity of Shenzhen Zhongtou Business Consultants Co., Ltd., Shenzhen Zhongtou Industrial Research Institute Co., Ltd. and Shenzhen
Zhongtou Industrial Economic Consulting Co., Ltd. (hereinafter collectively referred to as the “Domestic Operating Entities”). |
| 3. | On December 10, 2023, Party B, Party C and FutureScope Advisors LTD, Visionary Strategies LTD, Zhiliang
Hu and Li Qian and other relevant parties entered into the Equity Sale and Transfer Agreement. According to this Agreement, based on Party
C’s 100% equity holding of the Domestic Operating Entities through reorganization, FutureScope Advisors LTD, Visionary Strategies LTD,
Zhiliang Hu and Li Qian transferred and sold 100% shares of Party C to Party B; currently, Party B holds 100% shares of Party C; and |
| 4. | Party A intends to acquire 100% shares of Party C held by Party B, and Party B agrees to transfer such shares to Party A (hereinafter
referred to as the “Share Transfer”). |
THEREFORE, after negotiation, the Parties hereby
reach the following agreement:
| 1.1 | Subject to the terms and conditions stipulated in this Agreement, Party A agrees to acquire 100% shares
of Party C held by Party B (hereinafter referred to as the “Target Shares”), and Party B agrees to such transfer. Upon
completion of the transfer, Party A shall hold 100% shares of Party C. |
| 1.2 | The Parties unanimously confirm and agree that the pricing basis for this Share Transfer is determined
by referring to the total evaluation values of the market values of all shareholders’ equity of the Domestic Operating Entities evaluated
by Shenzhen Nanyang Asset Evaluation Firm (General Partnership); according to the asset evaluation reports of Shenzhen Nanyang Evaluation
Report No. P71 of 2024, Shenzhen Nanyang Evaluation Report No. P72 of 2024 and Shenzhen Nanyang Evaluation Report No. P73 of 2024 issued
by Shenzhen Nanyang Asset Evaluation Firm (General Partnership), with November 30, 2024 as the evaluation base date, the evaluation values
of the market values of all shareholders’ equity of Shenzhen Zhongtou Industrial Economic Consulting Co., Ltd., Shenzhen Zhongtou Industrial
Research Institute Co., Ltd. and Shenzhen Zhongtou Business Consultants Co., Ltd. on the evaluation base date are RMB 1,103,700, RMB 860,200
and RMB 1,532,900 respectively. Based on the above pricing basis and referring to the central parity rate of the US dollar against the
RMB announced by the China Foreign Exchange Trade System authorized by the People’s Bank of China on December 26, 2024 of 7.1897, the
transfer price of Shenzhen Zhongtou Industrial Economic Consulting Co., Ltd. is US$150,000, the transfer price of Shenzhen Zhongtou Industrial
Research Institute Co., Ltd. is US$120,000, and the transfer price of Shenzhen Zhongtou Business Consultants Co., Ltd. is US$210,000.
As the consideration for the transfer of the Target Shares, Party A shall pay a total of US$480,000 (hereinafter referred to as the “Share
Transfer Price”) to Party B in accordance with Article 2. |
| 1.3 | Party A and Party B shall respectively cause their respective internal institutions to review the Share
Transfer under this Agreement within [5] working days after the signing of this Agreement and notify the relevant parties in writing within
[2] working days after the internal institution review results come out: Party A shall notify Party B and Party C of its internal institution
review results, and Party B shall notify Party A and Party C of its internal institution review results. |
| 1.4 | After Party A pays the full Share Transfer Price to Party B in a timely and sufficient manner in accordance
with Article 2, Party B shall cooperate with Party A and Party C to complete the registration of the Target Shares under the name of Party
A as soon as possible. |
| 1.5 | Party A, Party B and Party C shall jointly and severally be responsible for taking all necessary actions,
including but not limited to signing necessary agreements and documents, obtaining necessary internal and external consents, amending
the articles of association, etc., to realize the transfer of the Target Shares from Party B to Party A and handle the relevant registration
and filing procedures involved in the Share Transfer, so that Party A becomes the registered owner of such shares. |
| 1.6 | The Parties agree that after Party B completes the transfer of 100% shares of Party C to Party A in accordance
with this Agreement, Party B shall complete all its obligations and responsibilities under this Agreement. In addition, Party B (including
its affiliates) shall not have any other obligations or responsibilities to other parties for this and previous transactions of the Target
Shares, and other parties shall not make any other claims, demands or requirements to Party B (including its affiliates). |
| 2. | Payment of Share Transfer Price |
| 2.1 | Party A shall pay the Share Transfer Price of US$480,000 to Party B in a lump sum within [10] working
days after the following conditions are satisfied: |
| (a) | This Agreement is signed by all Parties; |
| (b) | The Share Transfer under this Agreement is approved by the internal institutions of Party A and Party
B respectively. |
| 2.2 | Party B shall issue an appropriate receipt voucher to Party A within 5 working days after receiving the
full Share Transfer Price mentioned in Article 2.1. |
| 3. | Representations and Warranties |
| 3.1 | Each Party to this Agreement represents and warrants as follows: |
| (a) | The Party is a company legally incorporated and existing under the laws of its place of incorporation,
or qualified natural person, and has complete rights and capacities to sign and perform this Agreement, and other documents related to
this Agreement necessary to achieve the purpose of this Agreement; |
| (b) | The Party has taken, or will take, all necessary actions to duly and effectively authorize the signing,
delivery and performance of this Agreement and all other documents related to the transactions under this Agreement, and such signing,
delivery and performance do not violate any relevant laws, regulations and government regulations and do not infringe upon the legitimate
rights and interests of any third party. |
| 3.2 | Party B and Party C jointly and severally represent and warrant to Party A as follows: |
| (a) | Party B currently legally and validly holds 100% shares of Party C, and there is no security interest
or any other third-party right on the 100% shares of Party C held by Party B, except as otherwise agreed by Party A and Party B; |
| (b) | Before the completion of the transfer of the Target Shares, Party C will not authorize or cause the issuance
or commitment to issue new shares other than the Target Shares already issued on the date of signing this Agreement in any way, and will
not make any change to the registered capital or shareholder structure of Party C. |
| 4. | Liability for Breach of Contract |
| 4.1 | The Parties shall strictly perform their obligations under this Agreement. If any Party (hereinafter referred
to as the “Defaulting Party” in this Article) fails to perform or incompletely or improperly performs its obligations
under this Agreement, or its representations and warranties in this Agreement are proven to be untrue, inaccurate or with material omissions
or misleading, it shall constitute a breach of contract; in such case, the other Parties to this Agreement (hereinafter referred to as
the “Non-defaulting Parties” in this Article) shall have the right to independently decide to take one or more of the
following remedies: |
| (a) | Require the Defaulting Party to continue to perform its obligations under this Agreement and eliminate
the breach situation; |
| (b) | Require the Defaulting Party to compensate for all losses, including all costs and expenses incurred in
claiming losses, including attorney fees, arbitration fees, evaluation fees, identification fees, etc.; |
| (c) | Other remedies as provided by laws and regulations. |
| 4.2 | If Party A fails to perform the payment obligation under Article 2 of this Agreement on time, for each
day of delay, Party A shall pay a penalty of one thousandth of the unpaid amount to Party B. If Party A fails to perform the full payment
obligation for 30 days after the due date, it shall pay a penalty equal to 20% of the full Share Transfer Price to Party B. |
| 4.3 | The rights and remedies provided in this Agreement are cumulative and do not exclude other rights or remedies
provided by law. |
| 4.4 | The rights and remedies of the Non-defaulting Parties under this Article shall remain valid in the event
that this Agreement or any other clause of this Agreement becomes invalid or terminated for any reason. |
| 5.1 | This Agreement is signed and comes into effect simultaneously on the date indicated at the beginning of
this Agreement. |
| 5.2 | The Parties agree that the transfer of the Target Shares shall take effect after this Agreement is signed
by all Parties and the internal resolutions on the transfer of the Target Shares are passed by Party A, Party B and Party C. After the
transfer of the Target Shares takes effect, Party A shall enjoy and assume all shareholder rights and obligations corresponding to the
Target Shares, and Party B shall no longer enjoy and assume such rights and obligations. |
In the event of a dispute arising
from the interpretation and performance of the terms under this Agreement among the Parties, the Parties shall negotiate in good faith
to resolve the dispute. If the Parties fail to reach an agreement on resolving the dispute within 30 days after a Party requests negotiation
to resolve the dispute, any Party may submit the relevant dispute to the Shenzhen International Arbitration Court for arbitration in accordance
with its current arbitration rules. The place of arbitration is Shenzhen; the language used in arbitration is Chinese. The arbitration
award shall be final and binding on the relevant Parties.
The validity,
interpretation and enforcement of this Agreement shall be governed by the laws of the People’s Republic of China.
| 8. | Cancellation, Amendment and Supplement of the Agreement |
Unless otherwise agreed by all Parties
in writing or provided by relevant laws, no Party may unilaterally cancel or terminate this Agreement.
The Parties shall amend and supplement
this Agreement in writing. The amendment agreements and supplement agreements duly signed by the Parties are an integral part of this
Agreement and have the same legal effect as this Agreement.
| 9. | Separability of the Agreement |
If any clause under this Agreement
is invalid or unenforceable due to inconsistency with relevant laws, such clause shall only be invalid or unenforceable within the scope
of the relevant laws and shall not affect the legal effect of other clauses of this Agreement.
This Agreement is
made in Chinese in triplicate, with each Party holding one copy, and all copies having the same legal effect.
[There is no text below]
[This page has no text and is the signature page
of the Share Purchase Agreement]
Party A: Bosera
Asset Management Co., Ltd.
Authorized Representative: __________________________
[This page has no text and is the signature page
of the Share Purchase Agreement]
Party B:
Sky KingWin Ltd
Authorized Representative: __________________________
[This page has no text and is the signature page
of the Share Purchase Agreement]
Party C: Industry
Insights Consulting LTD
Authorized Representative: __________________________
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