United States securities and exchange commission logo
September 20, 2022
Ruilin Xu
Chief Executive Officer
Top KingWin Ltd
Room 1304, Building No. 25, Tian an Headquarters Center, No. 555
North Panyu Avenue, Donghuan Street
Panyu District, Guangzhou, Guangdong Province, PRC 511400
Re: Top KingWin Ltd
Draft Registration
Statement on Form F-1
Filed August 26,
2022
File No. 377-06332
Dear Mr. Xu:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Draft Registration Statement on Form F-1 filed August 26, 2022
Cover page
1. We note your disclosure
that [you] are not a PRC-based operating company but a
Cayman Islands holding
company with operations conducted by our subsidiary based in
the PRC. Please
revise to state that this structure involves unique risks to investors. Your
disclosure should
acknowledge that Chinese regulatory authorities could disallow this
structure, which would
likely result in a material change in your operations and/or a
material change in the
value of the securities you are registering for sale, including that it
could cause the value
of such securities to significantly decline or become worthless.
Provide a cross
reference to your detailed discussion of risks facing the company and the
offering as a result of
this structure.
Ruilin Xu
FirstName LastNameRuilin Xu
Top KingWin Ltd
Comapany 20,
September NameTop
2022 KingWin Ltd
September
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2. We note your disclosure addressing how recent statements by the PRC
government have
indicated an intent to exert more oversight and control over offerings
that are conducted
overseas and/or foreign investments in China-based issuers. Provide
prominent disclosure
about the legal and operational risks associated with being based in
or having the majority
of the company s operations in China. Your disclosure should make
clear whether these
risks could result in a material change in your operations and/or the
value of the securities
you are registering for sale or could significantly limit or
completely hinder your ability to
offer or continue to offer securities to investors and cause the value
of such securities to
significantly decline or be worthless.
3. Clearly disclose how you will refer to the holding company and
subsidiaries when
providing the disclosure throughout the document so that it is clear
to investors which
entity the disclosure is referencing and which subsidiaries or
entities are conducting the
business operations. Disclose clearly the entity (including the
domicile) in which investors
are purchasing an interest.
4. We note your disclosure that [t]o the extent any funds or assets in
the business is in the
PRC or a PRC subsidiary, the funds or assets may not be available to
fund operations or
for other use outside of the PRC, due to the controls imposed by PRC
governments which
may limit [y]our ability to transfer funds, pay dividends or make
distribution to
KingWin. Please revise to include Hong Kong and your Hong Kong
subsidiary in this
discussion. Provide the revised disclosure here and in the summary
risk factors and risk
factors sections.
Prospectus Summary, page 1
5. We note your disclosure on page 10 about risks related to doing
business in China. Please
revise to describe the significant liquidity and enforcement risks
with cross-references to
the more detailed discussion of these risks in the prospectus.
Additionally, please expand
your disclosure to briefly discuss the [u]ncertainties with respect
to the PRC legal
system which you state could have a material adverse effect,
including risks and
uncertainties regarding the enforcement of laws.
6. We note your disclosure on page 6 - 7 regarding restrictions on you
and your subsidiary's
ability to distribute earnings. Please expand your disclosure to
discuss whether there are
limitations on your ability to transfer cash between you or your
subsidiaries. Provide a
cross-reference to your discussion of this issue in your summary,
summary risk factors,
and risk factors sections, as well.
7. We note your disclosure on page 12 that "[w]e were advised by our PRC
counsel that
under existing PRC laws Tiancheng Jinhui is not required to obtain
regulatory approval
for this offering of our Class A Ordinary Shares to foreign investors
from the PRC
authorities, or to pass cybersecurity review of the CAC. Please
revise to state the name
of the PRC counsel by whom you were advised. In addition, expand your
disclosure to
state whether you or your subsidiaries are covered by permissions
requirements from the
Ruilin Xu
FirstName LastNameRuilin Xu
Top KingWin Ltd
Comapany 20,
September NameTop
2022 KingWin Ltd
September
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China Securities Regulatory Commission (CSRC) and state affirmatively
whether you and
your subsidiaries have received all requisite permissions or approvals
and whether any
permissions or approvals have been denied, as you do on page 4.
Approvals from PRC Authorities..., page 3
8. The disclosure here should not be qualified by materiality. Please
make appropriate
revisions to your disclosure.
Corporate History and Holding Company Structure, page 3
9. Please revise to describe any contracts or arrangements between the
offshore and onshore
companies, including those that affect the manner in which you
operate, impact your
economic rights, or impact your ability to control your subsidiaries.
Dividend Distributions..., page 6
10. You state here that cash proceeds raised from overseas financing
activities, including the
cash proceeds from this offering, may be transferred by us to KingWin
BVI, and then
transferred to KingWin HK, and then transferred to Tiancheng Jinhui as
capital
contribution. However, your use of proceeds discussion suggests that
the proceeds of this
offering will be transferred as you discuss here. Please revise to
state as much or tell us
why you believe there is uncertainty.
Because all of our operations are in China, our business is subject to the
complex and rapidly
evolving laws and regulations there..., page 35
11. We note your disclosure about issued Opinions made public on July 6,
2021 and that
[t]he Opinions emphasized the need to strengthen the administration
over illegal
securities activities, and the need to strengthen the supervision over
overseas listings by
Chinese companies. Please expand to acknowledge the risk that any
such action could
significantly limit or completely hinder your ability to offer or
continue to offer securities
to investors and cause the value of such securities to significantly
decline or be worthless.
12. Please revise to disclose that, if these regulations change or are
interpreted differently in
the future such that they result in your inability to assert control
over the assets of your
PRC subsidiaries that conduct all or substantially all of your
operations, the securities you
are registering may decline in value or become worthless.
Recent greater oversight by the CAC over data security..., page 38
13. We note your disclosure that you believe that [y]our proposed
listing in the U.S. will not
be affected by the Cybersecurity Review Measures, Data Security
Management
Regulations Draft or the Measures, and [y]our PRC operations will not
be subject to
cybersecurity review or network data security review by the CAC for
this offering,
because [y]our business does not rely on the collection of user data
or implicate
cybersecurity and [you] do not possess more than one million users
individual
Ruilin Xu
FirstName LastNameRuilin Xu
Top KingWin Ltd
Comapany 20,
September NameTop
2022 KingWin Ltd
September
Page 4 20, 2022 Page 4
FirstName LastName
information. Please expand to disclose to what extent you believe
that you are compliant
with the regulations or policies that have been issued by the CAC to
date.
We may rely on dividends and other distributions on equity paid by our PRC
subsidiary to fund
any cash and financing requirements..., page 45
14. Please update your disclosure to reflect that the Commission adopted
rules to implement
the HFCAA and that, pursuant to the HFCAA, the PCAOB has issued its
report notifying
the Commission of its determination that it is unable to inspect or
investigate completely
accounting firms headquartered in mainland China or Hong Kong. Discuss
the HFCAA
and related risks in a separately titled risk factor, and update the
disclosure that appears
under the risk entitled "Recent joint statement by the SEC and the
PCAOB..." on page 52.
Use of Proceeds, page 60
15. To provide additional context, please quantify how much of your net
offering proceeds
would likely be available for investment in your PRC operations by
quantifying the
current statutory limits on your ability to loan or make capital
contributions to your PRC
subsidiary. Also disclose, if true, that you expect the IPO proceeds
to be used in China in
the form of RMB and that you will need to convert any capital
contributions or loans from
U.S. dollars to RMB. Lastly, discuss how long it would take and how
likely it would be
that you would receive the necessary approvals to use the proceeds for
the intended
purposes.
Impact of the COVID-19 pandemic on our business and operations, page 65
16. We note your disclosure that the COVID-19 pandemic continued to
affect the
Company s business performance in 2020 and 2021, including that
it impeded your
ability to contact existing and new clients. Please expand your
disclosures
to quantify this impact on your revenue or results of operations
between the years ended
2020 and 2021.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Ability to acquire clients effectively, page 65
17. Please describe the efforts in sales and marketing, especially on
client acquisition and
retention, and general marketing which you state were made.
Results of Operations, page 66
18. Please expand your discussion about the increase in the revenue
generated from your
advisory and transaction services, corporate business training
services and corporate
consulting services from 2020 to 2021. In this regard, explain which
factors contributed to
the increase in the number of clients from 8 in 2020 to 26 in 2021 for
your advisory and
transaction services, and from 9 in 2020 to 32 in 2021 for your
corporate consulting
services. Additionally, describe the "efforts on development" and
"attention to retaining
Ruilin Xu
FirstName LastNameRuilin Xu
Top KingWin Ltd
Comapany 20,
September NameTop
2022 KingWin Ltd
September
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existing clients and developing new clients" for your corporate
business training services.
Investing Activities, page 70
19. Please expand your disclosure regarding your net cash used in
investing activities during
fiscal year 2021. For example, provide more information regarding the
reason for the loan
to the shareholder. In this regard, we note your disclosure that the
principal was fully
repaid as of December 31, 2021. File as an exhibit any existing
agreements between you
and the related party.
Liquidity and Capital Resources, page 70
20. Please expand your disclosure to quantify any material commitments for
capital
expenditures as of and subsequent to December 31, 2021, indicating the
general purpose
of such requirements and the anticipated sources of funds needed to
satisfy such
requirements. Also, we note your disclosure on page 65 that you intend
to dedicate
significant resources to your sales and marketing efforts and
constantly seek to improve
the effectiveness of these efforts to grow your revenues and you
mention your intended
growth strategies on page 2. Revise to discuss how you intend to
finance these initiatives.
Refer to Part I, Item 5.B.3 and Item 5.D. of Form 20-F.
Our Services
Key Values and Drivers of Our Business, page 78
21. Please expand your disclosure that you have "centered [y]our business
model on forming
long-standing relationships with entrepreneurs and providing
products/services that suit
their needs in various growth stages of their businesses." Discuss the
products you provide
and to the extent that this materially impacts your financial results.
Please revise
disclosure referencing the offering of products throughout this
prospectus, as
appropriate.
Corporate Governance, page 111
22. We note your indication that you intend to voluntarily follow most
Nasdaq corporate
governance rules. Revise to clarify those that you intend to
voluntarily follow and those
you do not, so that it is clear to what extent you intend to take
advantage of the "foreign
private issuer" and "controlled company" exceptions available to you.
General
23. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you or anyone authorized to do
so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
We remind you that the company and its management are responsible for
the accuracy
Ruilin Xu
Top KingWin Ltd
September 20, 2022
Page 6
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with any
other
questions.
FirstName LastNameRuilin Xu Sincerely,
Comapany NameTop KingWin Ltd
Division of
Corporation Finance
September 20, 2022 Page 6 Office of Trade &
Services
FirstName LastName