Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2023 | |
Document Information Line Items | |
Entity Registrant Name | Top Wealth Group Holding Limited |
Document Type | F-1/A |
Amendment Flag | true |
Amendment Description | AMENDMENT NO. 2 |
Entity Central Index Key | 0001978057 |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | Units 714 & 715, 7F |
Entity Address, Address Line Two | Hong Kong Plaza 188 |
Entity Address, Address Line Three | Connaught Road West |
Entity Address, City or Town | Hong Kong |
Entity Address, Country | HK |
City Area Code | +852 |
Local Phone Number | 3615 8567 |
Entity Address, Postal Zip Code | 00000 |
Business Contact | |
Document Information Line Items | |
Entity Address, Address Line One | 122 East 42nd Street |
Entity Address, Address Line Two | 18th Floor |
Entity Address, City or Town | New York |
City Area Code | +1 (800) |
Local Phone Number | 221-0102 |
Contact Personnel Name | Cogency Global Inc. |
Entity Address, State or Province | NY |
Entity Address, Postal Zip Code | 10168 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 134,350 | $ 217,384 |
Accounts receivable | 5,972,736 | 33,382 |
Inventories | 153,209 | 2,071,708 |
Prepayments | 274,417 | |
Deposits paid | 595,063 | 586,096 |
Total Current assets | 7,129,775 | 2,979,171 |
Non-current assets | ||
Property, plant and equipment, net | 134,538 | 368,197 |
Right-of-use assets – operating lease | 40,421 | 71,076 |
Deferred tax assets | 44,248 | 13,725 |
Total non-current assets | 219,207 | 452,998 |
Total assets | 7,348,982 | 3,432,169 |
Current liabilities | ||
Accounts payable | 200,608 | |
Accrued expenses and other payables | 425,673 | 60,435 |
Operating lease liabilities - current | 40,421 | 53,313 |
Borrowings | 777,893 | |
Current income tax payable | 992,270 | 370,419 |
Total current liabilities | 2,396,346 | 902,554 |
Non-current liabilities | ||
Operating lease liabilities – non-current | 17,763 | |
Total liabilities | 2,396,346 | 920,317 |
Commitments and contingencies | ||
Shareholders’ equity | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized, 27,000,000 (2022: 27,000,000)* shares issued and outstanding | 2,700 | 2,700 |
Additional paid-in capital | 641,015 | 638,326 |
Retained earnings | 4,308,921 | 1,870,826 |
Total shareholders’ equity | 4,952,636 | 2,511,852 |
Total liabilities and equity | 7,348,982 | 3,432,169 |
Related Party | ||
Current assets | ||
Accounts receivable from related parties | 6,866 | |
Amount due from a related party | 63,735 | |
Current liabilities | ||
Amount due to a related party | $ 160,089 | $ 217,779 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 | |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, shares issued | [1] | 27,000,000 | 27,000,000 |
Common stock, shares outstanding | 27,000,000 | 27,000,000 | |
[1] Giving retroactive effect to all the 27,000,000 shares issued and outstanding after the Pro Rata Share Issuance on October 12, 2023, which has been treated as share split, from the earliest period presented. |
Consolidated Statements of Oper
Consolidated Statements of Operation and Other Comprehensive Income/(Loss) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Sales (including sales to related parties of nil for 2023, $3,142,283 for 2022 and nil for 2021) | $ 16,943,287 | $ 8,512,929 | $ 19,615 | |
Cost of sales | (11,556,006) | (4,309,747) | (4,313) | |
Gross profit | 5,387,281 | 4,203,182 | 15,302 | |
Other income | 2 | |||
Administrative expense | (1,846,759) | (466,477) | (21,004) | |
Profit (loss) before income tax | 3,045,248 | 2,280,358 | (16,888) | |
Income tax (expense) credit | (607,153) | (362,587) | 5,893 | |
Profit and total comprehensive income for the year | $ 2,438,095 | $ 1,917,771 | $ (10,995) | |
Earnings per share: | ||||
Ordinary shares, - basic (in Dollars per share) | $ 0.09 | $ 0.071 | $ (0.001) | |
Weighted average shares outstanding used in calculating basic and diluted earnings per share | ||||
Ordinary shares, - basic (in Shares) | [1] | 27,000,000 | 27,000,000 | 27,000,000 |
Related Party | ||||
Selling expenses (including marketing expenses to a related party of nil for 2023, $1,418,141 for 2022 and nil for 2021) | $ (495,276) | $ (1,456,347) | $ (11,186) | |
[1] Giving retroactive effect to all the 27,000,000 shares issued and outstanding after the Pro Rata Share Issuance on October 12, 2023, which has been treated as share split, from the earliest period presented. |
Consolidated Statements of Op_2
Consolidated Statements of Operation and Other Comprehensive Income/(Loss) (Parentheticals) - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Marketing expenses to a related party | $ 1,418,141 | |||
Ordinary shares, - diluted (in Dollars per share) | $ 0.090 | $ 0.071 | $ (0.001) | |
Ordinary shares, - diluted (in Shares) | [1] | 27,000,000 | 27,000,000 | 27,000,000 |
Related Party | ||||
Sales to related parties | $ 3,142,283 | |||
[1] Giving retroactive effect to all the 27,000,000 shares issued and outstanding after the Pro Rata Share Issuance on October 12, 2023, which has been treated as share split, from the earliest period presented. |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Common stock outstanding | Additional paid-in capital | (Accumulated losses) retained earnings | Total | ||
Balance at Dec. 31, 2020 | $ 2,700 | $ (2,699) | $ (35,950) | $ (35,949) | ||
Balance (in Shares) at Dec. 31, 2020 | [1] | 27,000,000 | ||||
Issuance of common stock of Top Wealth International | 12 | 12 | ||||
Profit (Loss) and total comprehensive income for the year | (10,995) | (10,995) | ||||
Balance at Dec. 31, 2021 | $ 2,700 | (2,687) | (46,945) | (46,932) | ||
Balance (in Shares) at Dec. 31, 2021 | [1] | 27,000,000 | ||||
Issuance of common stock of Top Wealth International | 641,013 | 641,013 | ||||
Profit (Loss) and total comprehensive income for the year | 1,917,771 | 1,917,771 | ||||
Balance at Dec. 31, 2022 | $ 2,700 | 638,326 | 1,870,826 | $ 2,511,852 | ||
Balance (in Shares) at Dec. 31, 2022 | 27,000,000 | [1] | 27,000,000 | |||
Pro Rata Share Issuance deemed as share split | 2,699 | $ 2,699 | ||||
Deemed capital reduction in reorganisation | (10) | (10) | ||||
Profit (Loss) and total comprehensive income for the year | 2,438,095 | 2,438,095 | ||||
Balance at Dec. 31, 2023 | $ 2,700 | $ 641,015 | $ 4,308,921 | $ 4,952,636 | ||
Balance (in Shares) at Dec. 31, 2023 | 27,000,000 | [1] | 27,000,000 | |||
[1] Giving retroactive effect to all the 27,000,000 shares issued and outstanding after the Pro Rata Share Issuance on October 12, 2023, which has been treated as share split, from the earliest period presented. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net profit (loss) | $ 2,438,095 | $ 1,917,771 | $ (10,995) |
Adjustments for:- | |||
Depreciation of property, plant and equipment | 233,659 | 173,215 | 2,484 |
Deferred tax credit | (30,523) | (7,832) | (5,893) |
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,932,488) | (40,219) | (29) |
Inventories | 1,918,499 | (1,822,381) | (249,327) |
Prepayments | (274,417) | ||
Deposits paid | (8,967) | (586,096) | |
Accounts payable | (200,608) | 200,608 | |
Accrued expenses and other payables | 365,238 | 23,474 | 34,397 |
Amounts due with related parties | 6,045 | (108,699) | 292,878 |
Current income tax payable | 621,851 | 370,419 | |
Net cash (used in) provided by operating activities | (863,616) | 120,260 | 63,515 |
Cash flows from investing activities | |||
Acquisition of property, plant and equipment | (481,173) | (62,723) | |
Net cash used in investing activities | (481,173) | (62,723) | |
Cash flows from financing activities | |||
Proceeds from borrowings | 777,893 | ||
Deemed capital reduction on reorganization | (10) | ||
Proceeds from Pro Rata Share Issuance deemed as share split | 2,699 | ||
Proceeds from issuance of shares of Top Wealth International | 576,912 | 12 | |
Net cash provided by financing activities | 780,582 | 576,912 | 12 |
(Decease) increase in cash and cash equivalents | (83,034) | 215,999 | 804 |
Cash and cash equivalents at beginning of year | 217,384 | 1,385 | 581 |
Cash and cash equivalents at end of year | 134,350 | 217,384 | 1,385 |
Analysis of the balance of cash and cash equivalents | |||
Bank balances | $ 134,350 | $ 217,384 | $ 1,385 |
General Information and Basis o
General Information and Basis of Operation | 12 Months Ended |
Dec. 31, 2023 | |
General Information and Basis of Operation [Abstract] | |
General information and basis of operation | 1. General information and basis of operation Top Wealth Group Holding Limited is a limited liability company incorporated in incorporated in the Cayman Islands. Top Wealth Group Holding Limited together with its subsidiaries are defined as the “Company”. As of the date of this report, the Company immediate and ultimate parent company is Winwin Development Group Limited (“Winwin”). As of the date of this report, Winwin is 90% owned by Mr. Wong Kim Kwan Kings and 10% owned by Mr. Chong Kin Fai. As of the date of this report, details of the Company and its subsidiaries are as follows: Name of entity Date of incorporation Holding company Nature of business Top Wealth Group Holding Limited February 1, 2023 Winwin Development Group Limited Investment holding Top Wealth (BVI) Group Limited January 18, 2023 Top Wealth Group Holding Limited Investment holding Top Wealth Group (International) Limited September 22, 2009 Top Wealth (BVI) Group Limited Trading of caviar On March 21, 2023, the Company acquired 100% interest in Top Wealth (BVI) Group Limited (“Top Wealth BVI”), a company incorporated in the British Virgin Islands, at a nominal value of US$10 from the shareholders of Winwin. On March 24, 2023, the Company, through Top Wealth BVI, acquired 100% interest in the Top Wealth Group (International) Limited (“Top Wealth International”), a company incorporated and operating in Hong Kong, at a nominal consideration of US$10 from the shareholders of Winwin. On April 28, 2023, 650 ordinary shares were issued at par value. On October 12, 2023, in contemplation of Company’s initial public offering, the Company further issued 26,999,250 ordinary shares in aggregate to its shareholders at par value, on a pro rata basis proportional to the shareholders’ existing equity interests (collectively refers as the “Pro Rata Share Issuance”), which have been treated as share split. After the Pro Rata Share Issuance, 27,000,000 Ordinary Shares are issued and outstanding. As of December 31, 2023, the Company’s shareholders were as follows: Name of shareholder Percentage Winwin Development Group Limited 74.67 Beyond Glory Worldwide Limited 4.40 Keen Sky Global Limited 4.93 State Wisdom Holdings Limited 4.93 Snow Bear Capital Limited 3.33 Mercury Universal Investment Limited 4.54 Greet Harmony Global Limited 3.20 Top Wealth International have been trading Caviar. During the periods covered in these consolidated financial statements, the control of the entities has remained consistent, with Top Wealth Group Holding Limited always exercising control. Consequently, the combination has been considered as a corporate restructuring (“Reorganization”) of entities under common control. In compliance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods during which they were under common control. The current capital structure is retroactively reflected in prior periods as if it had existed at that time. The consolidation of Top Wealth Group Holding Limited and its subsidiaries has been accounted for at historical cost and prepared as if the aforementioned transactions had been effective from the beginning of the first period presented in the accompanying consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Significant accounting policies | 2. Significant accounting policies Basis of Presentation and Consolidation Use of Estimates On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. The most significant estimates include allowance for uncollectible accounts receivable, inventory valuation, useful lives and impairment for property and equipment, valuation allowance for deferred tax assets, accruals for potential liabilities and contingencies. Actual results could vary from the estimates and assumptions that were used. Cash and Cash Equivalents Property and Equipment Equipment 5 to 10 years Leasehold improvement Over the lease term Cost and accumulated depreciation for property retired or disposed of are removed from the accounts, and any resulting gain or loss is included in earnings. Expenditures for maintenance and repairs are charged to expense as incurred. Impairment of Long-Lived Assets Accounts Receivable and Allowance for Doubtful Accounts Nil Nil Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Revenue Recognition The Company has two streams of revenue: 1. the sale of caviar products in Hong Kong. 2. the sale of wine in Hong Kong An analysis of their revenue is set out below: Years ended December 31, 2023 2022 2021 Sale of caviar products $ 12,483,195 $ 8,512,929 $ 19,615 Sale of wine 4,460,092 - - Total $ 16,943,287 $ 8,512,929 $ 19,615 Inventories Leases As permitted under ASU Topic 842, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. Foreign Currency Translation The consolidated statements of income and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. As the cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements: December 31, 2023 2022 2021 USD to HK$ Year End 7.8 7.8 7.8 USD to HK$ Average Rate 7.8 7.8 7.8 Pension Obligations Segment Reporting and Reporting Units Management determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. The chief operating decision maker is responsible for allocating resources to its operations and assessing performance and obtains financial information, being the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows, about the Company as a whole. Fair Value Measurements ● Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ● Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. ● Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses reflected as current assets and current liabilities. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value. Related parties – A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of their immediate families and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. New accounting standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (Topic 326), Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires an asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance became effective for the Company beginning January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements. On December 14, 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosures about the rate reconciliation and the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For public business entities, the standard is effective for annual periods beginning after December 15, 2024. The amendments in this ASU require a cumulative effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company is evaluating the impact of this standard on the Company’s consolidated financial statements. We have evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the date of this report and do not believe the future adoption of any such standards will have a material impact on our consolidated financial statements. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable [Abstract] | |
Accounts receivable | 3. Accounts receivable At December 31, 2023 2022 Accounts receivable from third parties $ 5,972,736 $ 33,382 Accounts receivable from related parties - 6,866 Total accounts receivable 5,972,736 40,248 Allowance - - $ 5,972,736 $ 40,248 Accounts receivable increase significantly as there was $5,390,276 revenue in December 2023. As of the date of this report, US$5,432,603 has been collected. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Inventories | 4. Inventories At December 31, 2023 2022 Finished products $ 153,209 $ 2,071,708 Allowance - - $ 153,209 $ 2,071,708 |
Deposits Paid
Deposits Paid | 12 Months Ended |
Dec. 31, 2023 | |
Deposits Paid [Abstract] | |
Deposits paid | 5. Deposits paid The deposits mainly related to refundable security deposit to supplier of sturgeon farm and lease agreement of officers and processing factory in Hong Kong. Deposits are to be recovered when the Company terminated the supplier agreement and upon the expiry of the leases respectively. |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | 6. Property, plant and equipment At December 31, 2023 2022 Equipment $ 104,294 $ 104,294 Leasehold improvement 439,602 439,602 Property, plant and equipment 543,896 543,896 Accumulated depreciation (409,358 ) (175,699 ) $ 134,538 $ 368,197 Depreciation included in: Years ended December 31, 2023 2022 Administrative expense $ 233,659 $ 173,215 |
Accrued Expenses and Other Paya
Accrued Expenses and Other Payables | 12 Months Ended |
Dec. 31, 2023 | |
Accrued Expenses and Other Payables [Abstract] | |
Accrued expenses and other payables | 7. Accrued expenses and other payables Accrued expenses and other payables mainly represents accrued salaries and other payables for professional fees. |
Borrowings
Borrowings | 12 Months Ended |
Dec. 31, 2023 | |
Borrowings [Abstract] | |
Borrowings | 8. Borrowings During the year ended December 31, 2023, the Company has established two unsecured, interest-free standby bridging loan facilities. One, obtained from a minority shareholder, has a facility limit of US$1,000,000, of which US$429,065 has been drawn down to date and the other, from an independent third party, is set at US$500,000, of which US$348,828 has been drawn down. Both facilities are due for repayment within one year from the date of the initial drawdown. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | 6. Leases The Company has operating leases for office and warehouse storage. The Company’s leases have remaining lease terms of 1 to 2 years. As of December 31, 2022, the Company has no additional material operating leases that have not yet commenced. The following tables provide information about the Company’s operating leases. As of December 31, Right-of-use asset – operating lease 2023 2022 Cost $ 147,539 $ 131,138 Accumulated amortisation (107,118 ) (60,062 ) Total lease cost $ 40,421 $ 71,076 Other information Years ended December 31, 2023 2022 New right-of-uses asset – operating lease and lease liabilities recognized $ 45,992 $ 102,280 Cash paid for amounts included in the measurement of operating lease liabilities 79,769 57,128 Weighted-average remaining lease term - operating leases 0.5 years 1.5 years Weighted-average discount rate - operating leases 5.625 % 5 % Maturities of operating lease liabilities (undiscounted cash flows) are as follows: Maturities 2024 $ 41,141 Total operating lease payments 41,141 Less imputed interest (720 ) Total operating lease liabilities $ 40,421 |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Income tax | 7. Income tax The Company and its subsidiaries are subject to income taxes on an entity basis on income derived from the location in which each entity is domiciled. The Company and its subsidiary, Top Wealth BVI, are domiciled in the Cayman Islands and the British Virgin Islands respectively. Both companies currently enjoy permanent income tax holidays; accordingly, both companies do not accrue for income taxes. The Company’s operating subsidiary, Top Wealth International incorporated in Hong Kong is subject to an income tax rate of 8.25% for first HK$2,000,000 assessable profits and 16.5% for the assessable profits thereafter. Years ended December 31, Provision for income tax 2023 2022 2021 Current Hong Kong $ 669,016 $ 370,419 $ - Over provision in previous years (31,340 ) - - 637,676 370,419 - Deferred Hong Kong (34,998 ) (7,832 ) (5,893 ) Under provision in previous years 4,475 - - (30,523 ) (7,832 ) (5,893 ) Total $ 607,153 $ 362,587 $ (5,893 ) Numerical reconciliation of income tax expenses to prima facie tax payable: Years ended December 31, 2023 2022 2021 Profit (loss) before income tax $ 3,045,248 $ 2,280,358 $ (16,888 ) Tax effect at the Hong Kong profits tax rate of 16.5% 502,466 376,259 (2,787 ) Tax effect of preferential tax rate (21,154 ) (21,154 ) - Tax effect of tax loss not previously recognized - - (3,106 ) Non-deductible expenditure 153,475 8,251 - Over provision in previous years (26,865 ) - - Tax effect of tax reduction (769 ) (769 ) - Total $ 607,153 $ 362,587 (5,893 ) Effective income tax rate (%) Years ended December 31, 2023 2022 2021 Effective income tax rate – Hong Kong 19.94 % 15.9 % 14.9 % There were no material unrecognised temporary differences. The components of deferred tax assets and liabilities and their movements were as follows: Tax losses Depreciation Total Balance as of January 1, 2022 $ (12,521 ) $ 6,628 $ (5,893 ) Charged (credited) to statement of operations 12,521 (20,353 ) (7,832 ) Balance as of December 31, 2022 $ - $ (13,725 ) $ (13,725 ) Credited to statement of operations - (30,523 ) (30,523 ) Balance as of December 31, 2023 $ - $ (44,248 ) $ (44,248 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies [Abstract] | |
Commitments and contingencies | 8. Commitments and contingencies In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable, and the amount of the loss is reasonably estimable. The Company entered into a 10-month consultant agreement with a third party on August 1, 2022 to assist the Company in planning, coordination and implementation of corporate development as well as capital financing strategies. There are two components of this service agreement, first component is fixed fee amounted HKD 1,000,000 (US$128,205), payable with 5 working days upon successful listing. This amount has been accrued during six months period ended June 30, 2023, and the second component is stock option. The option is contingent upon the occurrence of a future event, i.e., successful initial public offering. The Company will grant the consultant stock option equivalent to 4% of total number of shares of the Company before public offering with the exercise price at 50% discount of the public offering price. As the compensation cost is contingent upon the occurrence of a performance condition (i.e., the successful initial public offering), the compensation cost shall not be recognized until the performance condition becomes probable in accordance with ASC 718-10-30-28. Upon the initial public offering completed on April 18, 2024, the Company paid up the fixed fee of US$128,205 and the stock option was vested to the consultant. The fair value of this stock option recognised on April 18, 2024 is US$470,148. In the opinion of management, there were no pending or threatened claims and litigation as of December 31, 2023 and through the issuance date of these consolidated financial statements. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | 9. Supplemental Cash Flow Information Payments for interest and income taxes were as follows: Years ended December 31, 2023 2022 2021 Interest $ - $ - $ - Income taxes $ 15,825 $ - $ - |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related party transactions | 10. Related party transactions During 2023, the Company had following related party transactions: Name Amount Relationship Note Chong Kin Fai $ 63,735 A former director and principal owner of the Company Repayment of unsecured interest free loan payable, repayable on demand Wong Kim Kwan Kings $ 57,690 Director and controlling shareholder of the Company Repayment of unsecured interest free loan payable, repayable on demand Snow Bear Capital Limited $ 429,065 Shareholder of the Company Proceeds from unsecured interest free loan payable, repayable within one year from drawdown. During 2022, the Company had following related party transactions: Name Amount Relationship Note Beauty & Health International Company Limited (Customer B) (note a) $ 1,281,077 A company under common control Revenue - sale of caviar Beauty & Health International E-Commerce Limited (Customer C) (note b) 1,063,334 A company under common control Revenue - sale of caviar Mother Nature Health (HK) Limited (Customer E) (note b) 797,872 The Company’s former director was also this related company’s former director Revenue - sale of caviar Sky Channel Management Limited (note d) 1,418,141 The Company’s principal owner was a former director of this related company Marketing expense Chong Kin Fai (898 ) A former director and principal owner of the Company Proceeds from unsecured interest free loan payable, repayable on demand Chong Kin Fai 64,101 A former director and principal owner of the Company Amount receivable for issuance of common stock in Top Wealth International as of December 31, 2022. The amount was paid on May 13, 2023. Wong Kim Kwan Kings (467,315 ) Director and controlling shareholder of the Company Proceeds from unsecured interest free loan payable, repayable on demand Wong Kim Kwan Kings 576,912 Director and controlling shareholder of the Company Conversion of unsecured interest free loan payable, repayable on demand into common stock in Top Wealth International During 2021, the Company had following related party transactions: Name Amount Relationship Note Chong Kin Fai 532 A former director and principal owner of the Company Cash advanced for unsecured interest free loan receivable, repayable on demand Wong Kim Kwan Kings (293,410 ) Director and controlling shareholder of the Company Proceeds from unsecured interest free loan payable, repayable on demand As of December 31, 2023, the Company had the following balances due with related parties: Name Amount Relationship Note Wong Kim Kwan Kings $ 160,089 Director and controlling shareholder of the Company Unsecured interest free loan payable, repayable on demand Snow Bear Capital Limited $ 429,065 Shareholder of the Company Unsecured interest free loan payable, repayable within one year from draw down As of December 31, 2022, the Company had the following balances due with related parties: Name Amount Relationship Note Mother Nature Health (HK) Limited (Customer E) (note c) $ 5,436 The Company’s former director was also this related company’s former director Account receivable Chong Kin Fai $ 63,735 A former director and principal owner of the Company Unsecured interest free loan receivable, repayable on demand Wong Kim Kwan Kings $ (217,779 ) Director and controlling shareholder of the Company Unsecured interest free loan payable, repayable on demand Note: (a) The transaction with this related party was ceased after August 31, 2022. (b) The transaction with this related party started on September 3, 2022. The controlling shareholder disposed all of his interest in this related party on 28 August 2022. These transactions were not considered as related party transactions in the year ended December 31, 2023 (c) The transaction with this related party started on January 27, 2022. The former director of the Company resigned on February 10, 2022. These transactions were not considered as related party transactions in the year ended December 31, 2023. (d) The transaction with this related party was ceased after December 31, 2022. |
Concentration and Risks
Concentration and Risks | 12 Months Ended |
Dec. 31, 2023 | |
Concentration and Risks [Abstract] | |
Concentration and risks | 11. Concentration and risks The Company is not exposed to significant financial risks other than the concentration risk, which is analysed as follows: Customers Customers who accounted for 10% or more of the Company’s revenues or with significant outstanding receivables are analysed as follows: Revenue for years ended Balance as of 2023 2022 2021 2023 2022 Customer A 25 % 37 % - % 8 % 46 % Customer B - 15 - - - Customer C - 12 - - 4 Customer D - 18 - - 22 Customer E 35 9 - 40 13 Customer F - 4 - - 15 Customer G 16 - - 9 - Customer H 8 - - 14 - Customer I 5 - - 13 - Customer J 8 - - 16 - 97 % 95 % - % 100 % 100 % Major suppliers Suppliers who accounted for 10% or more of the Company’s purchase or with significant outstanding payable are analysed as follows: Purchase for years ended Balance as of 2023 2022 2021 2023 2022 Supplier A 64 % 90 % 100 % 100 % 100 % Supplier B 36 10 - - - 100 % 100 % 100 % 100 % 100 % The Company has an exclusive supply agreement with a sturgeon farm and all purchases of caviar were made from the this supplier. The Company recognizes that its dependence on a single supplier for caviar represents a significant business risk. The Company closely monitors its relationship with the exclusive supplier to ensure that the quality of products received remains high and that the risk of supply disruptions is minimized. The Company has significant trading in wine, which is currently sourced from a single supplier. However, wine could be sourced from many channels. Also, the trading of wine is not our major business. The management believe the risk to the Company is not significant. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Equity | 12. Equity Ordinary Shares The Company is authorized to issue one class of ordinary share. The Company was established under the laws of Cayman Islands (the Cayman law) on February 1, 2023 with authorized share of 500,000,000 ordinary shares of par value US$0.0001 each. Upon incorporation, 1 ordinary share of US$0.0001 was issued a par. On March 1, 2023, 99 ordinary shares of US$0.0001 each were issued at par. All these ordinary shares rank pari-passu with the exiting share in all respect. On April 28, 2023, 650 ordinary shares of US$0.0001 each were issued at par. All these ordinary shares rank pari-passu with the exiting shares in all respect. On October 12, 2023, in contemplation of Company’s initial public offering, the Company further issued 26,999,250 ordinary shares in aggregate to its shareholders at par value, on a pro rata basis proportional to the shareholders’ existing equity interests (collectively refers as the “Pro Rata Share Issuance”). After the Pro Rata Share Issuance, 27,000,000 Ordinary Shares are issued and outstanding. All these ordinary shares rank pari-passu with the exiting shares in all respect. This Pro Rata Share Issuance has treated as share split. As of the December 31, 2023, 27,000,000 ordinary shares were issued and outstanding. The Company is authorized to issue one class of ordinary share. The holders of the Company’s ordinary share are entitled to the following rights: Voting Rights: Dividend Right: Liquidation Right: Other Matters: |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Event [Abstract] | |
Subsequent event | 13. Subsequent event The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that these consolidated financial statements were available to be issued, there was no other subsequent event that required recognition or disclosure. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation |
Use of Estimates | Use of Estimates On an ongoing basis, management reviews its estimates and if deemed appropriate, those estimates are adjusted. The most significant estimates include allowance for uncollectible accounts receivable, inventory valuation, useful lives and impairment for property and equipment, valuation allowance for deferred tax assets, accruals for potential liabilities and contingencies. Actual results could vary from the estimates and assumptions that were used. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Property and Equipment | Property and Equipment Equipment 5 to 10 years Leasehold improvement Over the lease term Cost and accumulated depreciation for property retired or disposed of are removed from the accounts, and any resulting gain or loss is included in earnings. Expenditures for maintenance and repairs are charged to expense as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Nil Nil |
Income Taxes | Income Taxes The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest and penalties related to unrecognized tax benefits as a component of general and administrative expenses. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. |
Revenue Recognition | Revenue Recognition The Company has two streams of revenue: 1. the sale of caviar products in Hong Kong. 2. the sale of wine in Hong Kong An analysis of their revenue is set out below: Years ended December 31, 2023 2022 2021 Sale of caviar products $ 12,483,195 $ 8,512,929 $ 19,615 Sale of wine 4,460,092 - - Total $ 16,943,287 $ 8,512,929 $ 19,615 |
Inventories | Inventories |
Leases | Leases As permitted under ASU Topic 842, the Company has made an accounting policy election not to apply the recognition provisions of ASU 2016-02 to short term leases (leases with a lease term of 12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will recognize the lease payments for short term leases on a straight-line basis over the lease term. |
Foreign Currency Translation | Foreign Currency Translation The consolidated statements of income and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in currencies other than the reporting currency are translated into the reporting currency at the rates of exchange prevailing at the balance sheet date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. As the cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements: December 31, 2023 2022 2021 USD to HK$ Year End 7.8 7.8 7.8 USD to HK$ Average Rate 7.8 7.8 7.8 |
Pension Obligations | Pension Obligations |
Segment Reporting and Reporting Units | Segment Reporting and Reporting Units Management determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. The chief operating decision maker is responsible for allocating resources to its operations and assessing performance and obtains financial information, being the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows, about the Company as a whole. |
Fair Value Measurements | Fair Value Measurements ● Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ● Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. ● Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses reflected as current assets and current liabilities. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value. |
Related parties | Related parties – A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of their immediate families and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party. |
New accounting standards | New accounting standards In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (Topic 326), Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires an asset measured at amortized cost to be presented at the net amount expected to be collected. The guidance became effective for the Company beginning January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements. On December 14, 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” to enhance the transparency and decision usefulness of income tax disclosures. The amendments require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). In addition, public business entities are required to provide certain qualitative disclosures about the rate reconciliation and the amount of income taxes paid (net of refunds received) disaggregated (1) by federal (national), state, and foreign taxes and (2) by individual jurisdictions in which income taxes paid (net of refunds received) is equal to or greater than 5 percent of total income taxes paid (net of refunds received). For public business entities, the standard is effective for annual periods beginning after December 15, 2024. The amendments in this ASU require a cumulative effect adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) as of the beginning of the annual reporting period in which an entity adopts the amendments. The Company is evaluating the impact of this standard on the Company’s consolidated financial statements. We have evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the date of this report and do not believe the future adoption of any such standards will have a material impact on our consolidated financial statements. |
General Information and Basis_2
General Information and Basis of Operation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
General Information and Basis of Operation [Abstract] | |
Schedule of Company’s Shareholders | As of the date of this report, details of the Company and its subsidiaries are as follows: Name of entity Date of incorporation Holding company Nature of business Top Wealth Group Holding Limited February 1, 2023 Winwin Development Group Limited Investment holding Top Wealth (BVI) Group Limited January 18, 2023 Top Wealth Group Holding Limited Investment holding Top Wealth Group (International) Limited September 22, 2009 Top Wealth (BVI) Group Limited Trading of caviar |
Schedule of Company’s Shareholders | As of December 31, 2023, the Company’s shareholders were as follows: Name of shareholder Percentage Winwin Development Group Limited 74.67 Beyond Glory Worldwide Limited 4.40 Keen Sky Global Limited 4.93 State Wisdom Holdings Limited 4.93 Snow Bear Capital Limited 3.33 Mercury Universal Investment Limited 4.54 Greet Harmony Global Limited 3.20 |
Significant Accounting Polici_2
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies [Abstract] | |
Schedule of Estimated Useful Lives of Depreciable Assets | Depreciation is calculated by the straight-line method over the estimated useful lives of depreciable assets at the following rate: Equipment 5 to 10 years Leasehold improvement Over the lease term |
Schedule of Revenue | An analysis of their revenue is set out below: Years ended December 31, 2023 2022 2021 Sale of caviar products $ 12,483,195 $ 8,512,929 $ 19,615 Sale of wine 4,460,092 - - Total $ 16,943,287 $ 8,512,929 $ 19,615 |
Schedule of Currency Exchange Rates | The following table outlines the currency exchange rates that were used in preparing the accompanying consolidated financial statements: December 31, 2023 2022 2021 USD to HK$ Year End 7.8 7.8 7.8 USD to HK$ Average Rate 7.8 7.8 7.8 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounts Receivable [Abstract] | |
Schedule of Accounts Receivable | At December 31, 2023 2022 Accounts receivable from third parties $ 5,972,736 $ 33,382 Accounts receivable from related parties - 6,866 Total accounts receivable 5,972,736 40,248 Allowance - - $ 5,972,736 $ 40,248 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Inventories [Abstract] | |
Schedule of Inventories | At December 31, 2023 2022 Finished products $ 153,209 $ 2,071,708 Allowance - - $ 153,209 $ 2,071,708 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | At December 31, 2023 2022 Equipment $ 104,294 $ 104,294 Leasehold improvement 439,602 439,602 Property, plant and equipment 543,896 543,896 Accumulated depreciation (409,358 ) (175,699 ) $ 134,538 $ 368,197 |
Schedule of Depreciation | Depreciation included in: Years ended December 31, 2023 2022 Administrative expense $ 233,659 $ 173,215 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Company’s Operating Leases | The following tables provide information about the Company’s operating leases. As of December 31, Right-of-use asset – operating lease 2023 2022 Cost $ 147,539 $ 131,138 Accumulated amortisation (107,118 ) (60,062 ) Total lease cost $ 40,421 $ 71,076 |
Schedule of Other Information | Other information Years ended December 31, 2023 2022 New right-of-uses asset – operating lease and lease liabilities recognized $ 45,992 $ 102,280 Cash paid for amounts included in the measurement of operating lease liabilities 79,769 57,128 Weighted-average remaining lease term - operating leases 0.5 years 1.5 years Weighted-average discount rate - operating leases 5.625 % 5 % |
Schedule of Maturities of Operating Lease Liabilities | Maturities of operating lease liabilities (undiscounted cash flows) are as follows: Maturities 2024 $ 41,141 Total operating lease payments 41,141 Less imputed interest (720 ) Total operating lease liabilities $ 40,421 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax [Abstract] | |
Schedule of Provision for Income Tax | The Company’s operating subsidiary, Top Wealth International incorporated in Hong Kong is subject to an income tax rate of 8.25% for first HK$2,000,000 assessable profits and 16.5% for the assessable profits thereafter. Years ended December 31, Provision for income tax 2023 2022 2021 Current Hong Kong $ 669,016 $ 370,419 $ - Over provision in previous years (31,340 ) - - 637,676 370,419 - Deferred Hong Kong (34,998 ) (7,832 ) (5,893 ) Under provision in previous years 4,475 - - (30,523 ) (7,832 ) (5,893 ) Total $ 607,153 $ 362,587 $ (5,893 ) |
Schedule of Numerical Reconciliation of Income Tax Expenses | Numerical reconciliation of income tax expenses to prima facie tax payable: Years ended December 31, 2023 2022 2021 Profit (loss) before income tax $ 3,045,248 $ 2,280,358 $ (16,888 ) Tax effect at the Hong Kong profits tax rate of 16.5% 502,466 376,259 (2,787 ) Tax effect of preferential tax rate (21,154 ) (21,154 ) - Tax effect of tax loss not previously recognized - - (3,106 ) Non-deductible expenditure 153,475 8,251 - Over provision in previous years (26,865 ) - - Tax effect of tax reduction (769 ) (769 ) - Total $ 607,153 $ 362,587 (5,893 ) |
Schedule of Effective Income Tax Rate | Effective income tax rate (%) Years ended December 31, 2023 2022 2021 Effective income tax rate – Hong Kong 19.94 % 15.9 % 14.9 % |
Schedule of Deferred Tax Assets and Liabilities | The components of deferred tax assets and liabilities and their movements were as follows: Tax losses Depreciation Total Balance as of January 1, 2022 $ (12,521 ) $ 6,628 $ (5,893 ) Charged (credited) to statement of operations 12,521 (20,353 ) (7,832 ) Balance as of December 31, 2022 $ - $ (13,725 ) $ (13,725 ) Credited to statement of operations - (30,523 ) (30,523 ) Balance as of December 31, 2023 $ - $ (44,248 ) $ (44,248 ) |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of Payments for Interest and Income Taxes | Payments for interest and income taxes were as follows: Years ended December 31, 2023 2022 2021 Interest $ - $ - $ - Income taxes $ 15,825 $ - $ - |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions: | During 2023, the Company had following related party transactions: Name Amount Relationship Note Chong Kin Fai $ 63,735 A former director and principal owner of the Company Repayment of unsecured interest free loan payable, repayable on demand Wong Kim Kwan Kings $ 57,690 Director and controlling shareholder of the Company Repayment of unsecured interest free loan payable, repayable on demand Snow Bear Capital Limited $ 429,065 Shareholder of the Company Proceeds from unsecured interest free loan payable, repayable within one year from drawdown. Name Amount Relationship Note Beauty & Health International Company Limited (Customer B) (note a) $ 1,281,077 A company under common control Revenue - sale of caviar Beauty & Health International E-Commerce Limited (Customer C) (note b) 1,063,334 A company under common control Revenue - sale of caviar Mother Nature Health (HK) Limited (Customer E) (note b) 797,872 The Company’s former director was also this related company’s former director Revenue - sale of caviar Sky Channel Management Limited (note d) 1,418,141 The Company’s principal owner was a former director of this related company Marketing expense Chong Kin Fai (898 ) A former director and principal owner of the Company Proceeds from unsecured interest free loan payable, repayable on demand Chong Kin Fai 64,101 A former director and principal owner of the Company Amount receivable for issuance of common stock in Top Wealth International as of December 31, 2022. The amount was paid on May 13, 2023. Wong Kim Kwan Kings (467,315 ) Director and controlling shareholder of the Company Proceeds from unsecured interest free loan payable, repayable on demand Wong Kim Kwan Kings 576,912 Director and controlling shareholder of the Company Conversion of unsecured interest free loan payable, repayable on demand into common stock in Top Wealth International Name Amount Relationship Note Chong Kin Fai 532 A former director and principal owner of the Company Cash advanced for unsecured interest free loan receivable, repayable on demand Wong Kim Kwan Kings (293,410 ) Director and controlling shareholder of the Company Proceeds from unsecured interest free loan payable, repayable on demand (a) The transaction with this related party was ceased after August 31, 2022. (b) The transaction with this related party started on September 3, 2022. The controlling shareholder disposed all of his interest in this related party on 28 August 2022. These transactions were not considered as related party transactions in the year ended December 31, 2023 (d) The transaction with this related party was ceased after December 31, 2022. |
Schedule of Balances Due with Related Parties: | As of December 31, 2023, the Company had the following balances due with related parties: Name Amount Relationship Note Wong Kim Kwan Kings $ 160,089 Director and controlling shareholder of the Company Unsecured interest free loan payable, repayable on demand Snow Bear Capital Limited $ 429,065 Shareholder of the Company Unsecured interest free loan payable, repayable within one year from draw down Name Amount Relationship Note Mother Nature Health (HK) Limited (Customer E) (note c) $ 5,436 The Company’s former director was also this related company’s former director Account receivable Chong Kin Fai $ 63,735 A former director and principal owner of the Company Unsecured interest free loan receivable, repayable on demand Wong Kim Kwan Kings $ (217,779 ) Director and controlling shareholder of the Company Unsecured interest free loan payable, repayable on demand (c) The transaction with this related party started on January 27, 2022. The former director of the Company resigned on February 10, 2022. These transactions were not considered as related party transactions in the year ended December 31, 2023. |
Concentration and Risks (Tables
Concentration and Risks (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Concentration and Risks [Abstract] | |
Schedule of Significant Outstanding Receivables and Payable | Customers who accounted for 10% or more of the Company’s revenues or with significant outstanding receivables are analysed as follows: Revenue for years ended Balance as of 2023 2022 2021 2023 2022 Customer A 25 % 37 % - % 8 % 46 % Customer B - 15 - - - Customer C - 12 - - 4 Customer D - 18 - - 22 Customer E 35 9 - 40 13 Customer F - 4 - - 15 Customer G 16 - - 9 - Customer H 8 - - 14 - Customer I 5 - - 13 - Customer J 8 - - 16 - 97 % 95 % - % 100 % 100 % Purchase for years ended Balance as of 2023 2022 2021 2023 2022 Supplier A 64 % 90 % 100 % 100 % 100 % Supplier B 36 10 - - - 100 % 100 % 100 % 100 % 100 % |
General Information and Basis_3
General Information and Basis of Operation (Details) - USD ($) | Oct. 12, 2023 | Dec. 31, 2023 | Apr. 28, 2023 | Mar. 24, 2023 | Mar. 21, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
General Information and Basis of Operation [Line Items] | |||||||||
Nominal value | $ 10 | $ 10 | |||||||
Ordinary shares issued | [1] | 27,000,000 | 27,000,000 | ||||||
Ordinary shares outstanding | 27,000,000 | 27,000,000 | |||||||
Mr. Wong Kim Kwan Kings [Member] | |||||||||
General Information and Basis of Operation [Line Items] | |||||||||
Ownership percentage | 90% | ||||||||
Mr. Chong Kin Fai [Member] | |||||||||
General Information and Basis of Operation [Line Items] | |||||||||
Ownership percentage | 10% | ||||||||
Top Wealth (BVI) Group Limited [Member] | |||||||||
General Information and Basis of Operation [Line Items] | |||||||||
Ownership percentage | 100% | ||||||||
Top Wealth Group (International) Limited [Member] | |||||||||
General Information and Basis of Operation [Line Items] | |||||||||
Ownership percentage | 100% | ||||||||
Common Stock [Member] | |||||||||
General Information and Basis of Operation [Line Items] | |||||||||
Ordinary shares outstanding | [2] | 27,000,000 | 27,000,000 | 27,000,000 | 27,000,000 | ||||
IPO [Member] | |||||||||
General Information and Basis of Operation [Line Items] | |||||||||
Ordinary shares issued | 26,999,250 | 650 | |||||||
Aggregate ordinary shares issued | 26,999,250 | ||||||||
IPO [Member] | Common Stock [Member] | |||||||||
General Information and Basis of Operation [Line Items] | |||||||||
Ordinary shares issued | 27,000,000 | ||||||||
Ordinary shares outstanding | 27,000,000 | ||||||||
[1] Giving retroactive effect to all the 27,000,000 shares issued and outstanding after the Pro Rata Share Issuance on October 12, 2023, which has been treated as share split, from the earliest period presented. Giving retroactive effect to all the 27,000,000 shares issued and outstanding after the Pro Rata Share Issuance on October 12, 2023, which has been treated as share split, from the earliest period presented. |
General Information and Basis_4
General Information and Basis of Operation (Details) - Schedule of Company and its Subsidiaries | 12 Months Ended |
Dec. 31, 2023 | |
Top Wealth Group Holding Limited [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Date of incorporation | Feb. 01, 2023 |
Holding company | Winwin Development Group Limited |
Nature of business | Investment holding |
Top Wealth (BVI) Group Limited [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Date of incorporation | Jan. 18, 2023 |
Holding company | Top Wealth Group Holding Limited |
Nature of business | Investment holding |
Top Wealth Group (International) Limited [Member] | |
Subsidiary of Limited Liability Company or Limited Partnership [Line Items] | |
Date of incorporation | Sep. 22, 2009 |
Holding company | Top Wealth (BVI) Group Limited |
Nature of business | Trading of caviar |
General Information and Basis_5
General Information and Basis of Operation (Details) - Schedule of Company’s Shareholders | 12 Months Ended |
Dec. 31, 2023 | |
Winwin Development Group Limited [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Percentage of interest | 74.67% |
Beyond Glory Worldwide Limited [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Percentage of interest | 4.40% |
Keen Sky Global Limited [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Percentage of interest | 4.93% |
State Wisdom Holdings Limited [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Percentage of interest | 4.93% |
Snow Bear Capital Limited [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Percentage of interest | 3.33% |
Mercury Universal Investment Limited [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Percentage of interest | 4.54% |
Greet Harmony Global Limited [Member] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |
Percentage of interest | 3.20% |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | 12 Months Ended | |||
Dec. 14, 2023 | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | Dec. 31, 2022 USD ($) | |
Significant Accounting Policies [Abstract] | ||||
Deposits held in bank | $ 64,000 | $ 500,000 | ||
Guarantee amount | 70,350 | |||
Allowance for credit losses | ||||
Income tax, rate | 5% | 50% | 50% | |
Pre-tax income, rate | 5% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Depreciable Assets | 12 Months Ended |
Dec. 31, 2023 | |
Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Depreciable Assets [Line Items] | |
Leasehold improvement | Over the lease term |
Minimum [Member] | |
Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Depreciable Assets [Line Items] | |
Equipment | 5 years |
Maximum [Member] | |
Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Depreciable Assets [Line Items] | |
Equipment | 10 years |
Significant Accounting Polici_5
Significant Accounting Policies (Details) - Schedule of Revenue - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue from External Customer [Line Items] | |||
Total revenue | $ 16,943,287 | $ 8,512,929 | $ 19,615 |
Sale of caviar products [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | 12,483,195 | 8,512,929 | 19,615 |
Sale of wine [Member] | |||
Revenue from External Customer [Line Items] | |||
Total revenue | $ 4,460,092 |
Significant Accounting Polici_6
Significant Accounting Policies (Details) - Schedule of Currency Exchange Rates | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
USD to HK$ Year End [Member] | |||
Schedule of Currency Exchange Rates [Line Items] | |||
Currency exchange rates | 7.8 | 7.8 | 7.8 |
USD to HK$ Average Rate [Member] | |||
Schedule of Currency Exchange Rates [Line Items] | |||
Currency exchange rates | 7.8 | 7.8 | 7.8 |
Accounts Receivable (Details)
Accounts Receivable (Details) | Dec. 31, 2023 USD ($) |
Accounts Receivable [Abstract] | |
Revenue | $ 5,390,276 |
Revenue collected | $ 5,432,603 |
Accounts Receivable (Details) -
Accounts Receivable (Details) - Schedule of Accounts Receivable - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Accounts Receivable [Line Items] | ||
Total accounts receivable | $ 5,972,736 | $ 40,248 |
Allowance | ||
Accounts Receivable | 5,972,736 | 40,248 |
Third Parties [Member] | ||
Schedule of Accounts Receivable [Line Items] | ||
Total accounts receivable | 5,972,736 | 33,382 |
Related Parties [Member] | ||
Schedule of Accounts Receivable [Line Items] | ||
Total accounts receivable | $ 6,866 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of Inventories - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Inventories [Abstract] | ||
Finished products | $ 153,209 | $ 2,071,708 |
Allowance | ||
Inventories | $ 153,209 | $ 2,071,708 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details) - Schedule of Property Plant and Equipment - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Property Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 543,896 | $ 543,896 |
Accumulated depreciation | (409,358) | (175,699) |
Total | 134,538 | 368,197 |
Equipment [Member] | ||
Schedule of Property Plant and Equipment [Line Items] | ||
Property, plant and equipment | 104,294 | 104,294 |
Leasehold Improvements [Member] | ||
Schedule of Property Plant and Equipment [Line Items] | ||
Property, plant and equipment | $ 439,602 | $ 439,602 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Details) - Schedule of Depreciation - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule Of Depreciation Abstract | ||
Administrative expense | $ 233,659 | $ 173,215 |
Borrowings (Details)
Borrowings (Details) | Dec. 31, 2023 USD ($) |
Borrowings [Line Items] | |
Facility limit | $ 1,000,000 |
Drawn amount | 429,065 |
Independent Third Party [Member] | |
Borrowings [Line Items] | |
Facility limit | 500,000 |
Drawn amount | $ 348,828 |
Leases (Details)
Leases (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Minimum [Member] | |
Leases [Line Items] | |
Remaining lease term | 1 year |
Maximum [Member] | |
Leases [Line Items] | |
Remaining lease term | 2 years |
Leases (Details) - Schedule of
Leases (Details) - Schedule of Company’s Operating Leases - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Company’s Operating Leases [Abstract] | ||
Cost | $ 147,539 | $ 131,138 |
Accumulated amortisation | (107,118) | (60,062) |
Total lease cost | $ 40,421 | $ 71,076 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of Other Information - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of Other Information [Abstract] | ||
New right-of-uses asset – operating lease and lease liabilities recognized | $ 45,992 | $ 102,280 |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 79,769 | $ 57,128 |
Weighted-average remaining lease term - operating leases | 6 months | 1 year 6 months |
Weighted-average discount rate - operating leases | 5.625% | 5% |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of Maturities of Operating Lease Liabilities | Dec. 31, 2023 USD ($) |
Schedule of Maturities of Operating Lease Liabilities [Abstract] | |
2024 | $ 41,141 |
Total operating lease payments | 41,141 |
Less imputed interest | (720) |
Total operating lease liabilities | $ 40,421 |
Income Tax (Details)
Income Tax (Details) - HKD ($) | 12 Months Ended | |
Dec. 14, 2023 | Dec. 31, 2023 | |
Income Tax (Details) [Line Items] | ||
Income tax rate | 5% | 50% |
Assessable profits (in Dollars) | $ 2,000,000 | |
Hong Kong [Member] | ||
Income Tax (Details) [Line Items] | ||
Income tax rate | 8.25% | |
Top Wealth Group (International) Limited [Member] | ||
Income Tax (Details) [Line Items] | ||
Tax rate on assessable profits | 16.50% |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of Provision for Income Tax - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Current income tax | $ 637,676 | $ 370,419 | |
Deferred | |||
Deferred income tax | (30,523) | (7,832) | (5,893) |
Total | 607,153 | 362,587 | (5,893) |
Hong Kong [Member] | |||
Current | |||
Current income tax | 669,016 | 370,419 | |
Deferred | |||
Deferred income tax | (34,998) | (7,832) | (5,893) |
Over provision in previous years [Member] | |||
Current | |||
Current income tax | (31,340) | ||
Under provision in previous years [Member] | |||
Deferred | |||
Deferred income tax | $ 4,475 |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of Numerical Reconciliation of Income Tax Expenses - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Numerical Reconciliation of Income Tax Expenses [Abstract] | |||
Profit (loss) before income tax | $ 3,045,248 | $ 2,280,358 | $ (16,888) |
Tax effect at the Hong Kong profits tax rate of 16.5% | 502,466 | 376,259 | (2,787) |
Tax effect of preferential tax rate | (21,154) | (21,154) | |
Tax effect of tax loss not previously recognized | (3,106) | ||
Non-deductible expenditure | 153,475 | 8,251 | |
Over provision in previous years | (26,865) | ||
Tax effect of tax reduction | (769) | (769) | |
Total | $ 607,153 | $ 362,587 | $ (5,893) |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of Numerical Reconciliation of Income Tax Expenses (Parentheticals) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Hong Kong [Member] | |||
Income Tax (Details) - Schedule of Numerical Reconciliation of Income Tax Expenses (Parentheticals) [Line Items] | |||
Tax effect on profits tax rate | 16.50% | 16.50% | 16.50% |
Income Tax (Details) - Schedu_4
Income Tax (Details) - Schedule of Effective Income Tax Rate | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Effective Income Tax Rate [Abstract] | |||
Effective income tax rate – Hong Kong | 19.94% | 15.90% | 14.90% |
Income Tax (Details) - Schedu_5
Income Tax (Details) - Schedule of Deferred Tax Assets and Liabilities - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Balance, Beginning | $ (5,893) | |
Charged (credited) to statement of operations | $ (30,523) | (7,832) |
Balance, Ending | (44,248) | (13,725) |
Tax losses [Member] | ||
Income Tax (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Balance, Beginning | (12,521) | |
Charged (credited) to statement of operations | 12,521 | |
Balance, Ending | ||
Depreciation allowance [Member] | ||
Income Tax (Details) - Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Balance, Beginning | 6,628 | |
Charged (credited) to statement of operations | (30,523) | (20,353) |
Balance, Ending | $ (44,248) | $ (13,725) |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | ||
Apr. 18, 2024 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 HKD ($) | |
Commitments and Contingencies (Details) [Line Items] | |||
Fixed fee | $ 128,205 | $ 1,000,000 | |
Percentage of total number of shares | 4% | 4% | |
Discount rate | 50% | 50% | |
Forecast [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Fixed fee | $ 128,205 | ||
Fair value of stock option | $ 470,148 |
Supplemental Cash Flow Inform_3
Supplemental Cash Flow Information (Details) - Schedule of Payments for Interest and Income Taxes - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule of Payments for Interest and Income Taxes [Abstract] | |||
Interest | |||
Income taxes | $ 15,825 |
Related Party Transactions (Det
Related Party Transactions (Details) - Schedule of Related Party Transactions - USD ($) | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Chong Kin Fai [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions, Amount | $ 63,735 | $ (898) | $ 532 | |
Relationship | A former director and principal owner of the Company | A former director and principal owner of the Company | A former director and principal owner of the Company | |
Note | Repayment of unsecured interest free loan payable, repayable on demand | Proceeds from unsecured interest free loan payable, repayable on demand | Cash advanced for unsecured interest free loan receivable, repayable on demand | |
Wong Kim Kwan Kings [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions, Amount | $ 57,690 | $ (467,315) | $ (293,410) | |
Relationship | Director and controlling shareholder of the Company | Director and controlling shareholder of the Company | Director and controlling shareholder of the Company | |
Note | Repayment of unsecured interest free loan payable, repayable on demand | Proceeds from unsecured interest free loan payable, repayable on demand | Proceeds from unsecured interest free loan payable, repayable on demand | |
Snow Bear Capital Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions, Amount | $ 429,065 | |||
Relationship | Shareholder of the Company | |||
Note | Proceeds from unsecured interest free loan payable, repayable within one year from drawdown. | |||
Beauty & Health International Company Limited (Customer B) [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions, Amount | [1] | $ 1,281,077 | ||
Relationship | [1] | A company under common control | ||
Note | [1] | Revenue - sale of caviar | ||
Beauty & Health International E-Commerce Limited (Customer C) [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions, Amount | [2] | $ 1,063,334 | ||
Relationship | [2] | A company under common control | ||
Note | [2] | Revenue - sale of caviar | ||
Mother Nature Health (HK) Limited (Customer E) [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions, Amount | [2] | $ 797,872 | ||
Relationship | [2] | The Company’s former director was also this related company’s former director | ||
Note | [2] | Revenue - sale of caviar | ||
Sky Channel Management Limited [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions, Amount | [3] | $ 1,418,141 | ||
Relationship | [3] | The Company’s principal owner was a former director of this related company | ||
Note | [3] | Marketing expense | ||
Chong Kin Fai [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions, Amount | $ 64,101 | |||
Relationship | A former director and principal owner of the Company | |||
Note | Amount receivable for issuance of common stock in Top Wealth International as of December 31, 2022. The amount was paid on May 13, 2023. | |||
Wong Kim Kwan Kings [Member] | ||||
Related Party Transaction [Line Items] | ||||
Related party transactions, Amount | $ 576,912 | |||
Relationship | Director and controlling shareholder of the Company | |||
Note | Conversion of unsecured interest free loan payable, repayable on demand into common stock in Top Wealth International | |||
[1] The transaction with this related party was ceased after August 31, 2022. The transaction with this related party started on September 3, 2022. The controlling shareholder disposed all of his interest in this related party on 28 August 2022. These transactions were not considered as related party transactions in the year ended December 31, 2023 The transaction with this related party was ceased after December 31, 2022. |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Balances Due with Related Parties - Related Party [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | ||
Wong Kim Kwan Kings [Member] | |||
Schedule of Balances Due with Related Parties [Line Items] | |||
Amount | $ 160,089 | $ (217,779) | |
Relationship | Director and controlling shareholder of the Company | Director and controlling shareholder of the Company | |
Note | Unsecured interest free loan payable, repayable on demand | Unsecured interest free loan payable, repayable on demand | |
Snow Bear Capital Limited [Member] | |||
Schedule of Balances Due with Related Parties [Line Items] | |||
Amount | $ 429,065 | ||
Relationship | Shareholder of the Company | ||
Note | Unsecured interest free loan payable, repayable within one year from draw down | ||
Mother Nature Health (HK) Limited (Customer E) [Member] | |||
Schedule of Balances Due with Related Parties [Line Items] | |||
Amount | [1] | $ 5,436 | |
Relationship | [1] | The Company’s former director was also this related company’s former director | |
Note | [1] | Account receivable | |
Chong Kin Fai [Member] | |||
Schedule of Balances Due with Related Parties [Line Items] | |||
Amount | $ 63,735 | ||
Relationship | A former director and principal owner of the Company | ||
Note | Unsecured interest free loan receivable, repayable on demand | ||
[1] The transaction with this related party started on January 27, 2022. The former director of the Company resigned on February 10, 2022. These transactions were not considered as related party transactions in the year ended December 31, 2023. |
Concentration and Risks (Detail
Concentration and Risks (Details) - Schedule of Significant Outstanding Receivables and Payable | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Customer Concentration Risk [Member] | Customer A [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 8% | 46% | 25% | 37% | |
Customer Concentration Risk [Member] | Customer B [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 15% | ||||
Customer Concentration Risk [Member] | Customer C [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 4% | 12% | |||
Customer Concentration Risk [Member] | Customer D [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 22% | 18% | |||
Customer Concentration Risk [Member] | Customer E [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 40% | 13% | 35% | 9% | |
Customer Concentration Risk [Member] | Customer F [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 15% | 4% | |||
Customer Concentration Risk [Member] | Customer G [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 9% | 16% | |||
Customer Concentration Risk [Member] | Customer H [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 14% | 8% | |||
Customer Concentration Risk [Member] | Customer I [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 13% | 5% | |||
Customer Concentration Risk [Member] | Customer J [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 16% | 8% | |||
Customer Concentration Risk [Member] | Total Customer [Member] | Accounts Receivable [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 100% | 100% | 97% | 95% | |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Supplier A [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 100% | 100% | 64% | 90% | 100% |
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Supplier B [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 36% | 10% | |||
Supplier Concentration Risk [Member] | Accounts Payable [Member] | Total Supplier [Member] | |||||
Concentration and risks [Line Items] | |||||
Total concentration risk, percentage | 100% | 100% | 100% | 100% | 100% |
Equity (Details)
Equity (Details) - $ / shares | Dec. 31, 2023 | Oct. 12, 2023 | Apr. 28, 2023 | Mar. 01, 2023 | Feb. 01, 2023 | Dec. 31, 2022 | |
Equity [Line Items] | |||||||
Authorized share | 500,000,000 | 500,000,000 | |||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||||
Ordinary shares issued | [1] | 27,000,000 | 27,000,000 | ||||
Ordinary shares outstanding | 27,000,000 | 27,000,000 | |||||
Ordinary Share [Member] | |||||||
Equity [Line Items] | |||||||
Authorized share | 500,000,000 | ||||||
Ordinary shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Shares issued | 650 | 99 | 1 | ||||
Issued a par value (in Dollars per share) | $ 0.0001 | ||||||
IPO [Member] | |||||||
Equity [Line Items] | |||||||
Ordinary shares issued | 26,999,250 | 650 | |||||
IPO [Member] | Ordinary Share [Member] | |||||||
Equity [Line Items] | |||||||
Ordinary shares issued | 27,000,000 | ||||||
Ordinary shares outstanding | 27,000,000 | ||||||
[1] Giving retroactive effect to all the 27,000,000 shares issued and outstanding after the Pro Rata Share Issuance on October 12, 2023, which has been treated as share split, from the earliest period presented. |