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Filing tables
Filing exhibits
- F-1 Registration statement (foreign)
- 1.1 Form of Underwriting Agreement
- 3.1 Memorandum of Association of Top Kingwin LTD, Dated February 16, 2022
- 3.1 Articles of Association of Top Kingwin LTD, Dated February 16, 2022
- 3.2 Amended and Restated Memorandum of Association of Top Kingwin LTD, Dated July 23, 2022
- 3.2 Amended and Restated Articles of Association of Top Kingwin LTD, Dated July 23, 2022
- 4.1 Registrants Specimen Certificate for Class a Ordinary Shares
- 5.1 Form of Opinion of Ogier Regarding the Validity of the Ordinary Shares Being Registered
- 10.1 Employment Agreement Between Top Kingwin LTD and Its CEO Ruilin Xu, Dated August 22, 2022
- 10.2 Employment Agreement Between Top Kingwin LTD and Its CEO Ruilin Xu, Dated August 22, 2022
- 10.3 Form of Indemnification Agreement with the Registrant's Directors and Officers
- 10.4 Loan Agreement Between Guangzhou Tiancheng Capital Management Group Co., LTD. and Tiancheng Jinhui, Dated December 8, 2021
- 10.5 Loan Agreement Between Guangzhou Tiancheng Capital Management Group Co., LTD. and Tiancheng Jinhui, Dated December 8, 2021
- 10.6 English Translation of Lease Agreement Between Guangzhou Panyu Energy Saving Technology Park Development Co., LTD. and Tiancheng Jinhui, Dated June 6, 2022
- 10.7 English Translation of Purchase Agreement Between Guangdong Tiancheng Education Consulting Co., LTD. and Guangzhou Juxing Consulting Co., LTD, Dated November 30, 2021
- 10.8 English Translation of Purchase Agreement Between Guangdong Tiancheng Education Consulting Co., LTD. and Guangzhou Baiyun District Yongping Xuqi Information Service Office, Dated January 28, 2021
- 10.9 English Translation of the Form of Sales Agreement
- 10.10 English Translation of the Form of Sales Agreement
- 10.11 English Translation of the Form of Sales Agreement
- 14.1 Code of Business Conduct and Ethics of the Registrant
- 21.1 Subsidiaries of the Registrant
- 23.1 Consent of Friedman LLP, an Independent Registered Public Accounting Firm
- 99.1 Form of Opinion of Jingtian & Gongcheng, PRC Counsel to the Registrant, Regarding Certain PRC Law Matters
- 99.2 Audit Committee Charter
- 99.3 Compensation Committee Charter
- 99.4 Nominating & Corporate Governance Committee Charter
- 99.5 Consent of Kenneth K. Cheng, Independent Director Nominee
- 99.6 Consent of Richard W.y Seow, Independent Director Nominee
- 99.7 Consent of Tzun Chan, Independent Director Nominee
- 99.8 Consent of Frost & Sullivan
- EX-FILING FEES Filing Fee Table
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the inclusion in this Registration Statement on Form F-1 of our report dated August 26, 2022, with respect to our audits of consolidated financial statements of Top KingWin Ltd and Subsidiaries as of December 31, 2021 and 2020 and for each of the years in the two-year period ended December 31, 2021. We also consent to the reference to our firm under the heading “Experts” in the Registration Statement.
/s/ Friedman LLP
New York, New York
January 18, 2023