United States securities and exchange commission logo
October 24, 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
Amendment No. 1 to
Draft Registration
Statement on Form F-1
Submitted October
12, 2022
CIK No. 0001938865
Dear Ruilin Xu:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Form F-1/A (DRS) filed October 12, 2022
Cover page
1. We note your response
to comment 4 that controls imposed by the PRC government to
transfer funds or
assets are related to those located in mainland China. We also note
disclosure in the
twelfth paragraph of the cover page that in order for you to pay dividends
to your shareholders,
you may rely on the distribution of profits of the PRC operating
entity to the Hong Kong
subsidiary. In this regard, please amend your disclosure
regarding fund
transfers on the cover and in the summary risk factors and risk factors
sections to state that,
to the extent funds in the business is in the PRC or Hong Kong or a
Ruilin Xu
FirstName LastNameRuilin Xu
Top KingWin Ltd
Comapany
October 24,NameTop
2022 KingWin Ltd
October
Page 2 24, 2022 Page 2
FirstName LastName
PRC or Hong Kong entity, the funds may not be available to fund
operations or for other
use outside of the PRC or Hong Kong due to interventions in or the
imposition of
restrictions and limitations on the ability of you or your
subsidiaries by the PRC
government to transfer funds. On the cover page, provide
cross-references to these other
discussions.
Prospectus Summary
Certain Risks and Limitations Related to Doing Business in China, page 1
2. We note your response to comment 5 and reissue in part. Please revise
to describe the
significant liquidity and enforcement risks with cross-references to
the more detailed
discussion of these risks in the prospectus. In this regard, we note
that your revised
disclosure that the uncertainties with respect to the PRC legal system
generally references
material adverse effects on you and limited legal protections
available to you and your
investors.
3. We note your response to comment 6 and reissue in part. Please revise
your prospectus
summary to provide a summary of your discussion regarding limitations
on your ability to
transfer cash between you or your subsidiaries, to which you cross
reference in your
Summary of Significant Risk Factors and Risk Factors sections.
Key Values and Drivers of Our Business
1. Client-centric, page 80
4. We note your response to comment 21 about your efforts to learn about
your clients,
however, it remains unclear which products you provide to suit their
needs in various
growth stages of their businesses. Revise to correlate this discussion
to the products and
services you discuss in the pages that follow. Make conforming
revisions throughout this
prospectus, as appropriate.
General
5. Please revise your document to update your financial statements for
compliance with Item
8 of Form 20-F. Specifically, your most recent audited financial
statements are now
greater than nine months old, requiring the inclusion of unaudited
financial statements
covering at least the first six months of the current fiscal year.
Ruilin Xu
Top KingWin Ltd
October 24, 2022
Page 3
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.
Sincerely,
FirstName LastNameRuilin Xu
Division of
Corporation Finance
Comapany NameTop KingWin Ltd
Office of Trade &
Services
October 24, 2022 Page 3
cc: Anna Jinhua Wang, Esq.
FirstName LastName