Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of December 2023

Commission File Number 001-41672

Top KingWin Ltd

(Translation of registrant’s name into English)

Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555

North Panyu Avenue, Donghuan Street

Panyu District, Guangzhou, Guangdong Province, PRC

Zip: 511400

Tel: +86 400 661 3113

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Entry into a Share Sale and Transfer Agreement

On December 20, 2023, Top KingWin Ltd, a Cayman Islands exempted company (the “Company”), Sky KingWin Ltd, the Company’s subsidiary incorporated in the British Virgin Islands (“BVI”) (“Buyer”), Mr. Zhiliang Hu (“Mr. Hu”), Ms. Li Qian (“Ms. Qian”), FutureScope Advisors LTD, a BVI company ultimately controlled by Mr. Hu (“Seller 1”), and Visionary Strategies LTD, a BVI company ultimately controlled by Ms. Qian (“Seller 2,” together with Seller 1, Mr. Hu and Ms. Qian, “Sellers”), entered into a share sale and transfer agreement (the “Share Transfer Agreement”), pursuant to which Buyer will purchase 100% equity interest collectively held by Seller 1 and Seller 2 in Industry Insights Consulting LTD, a BVI company (the “Target Company”), at a purchase price of US$4,000,000 (the “Purchase Price”) (the “Transaction”).

Pursuant to the Share Transfer Agreement, Sellers shall complete certain reorganizations no later than June 30, 2024, after which the Target Company will indirectly hold 100% equity interest in 1) Shenzhen Zhongtou Business Consultants Co., Ltd., a company incorporated under the laws of People’s Republic of China (“PRC”) (“Domestic Operating Entity 1”), 2) Shenzhen Zhongtou Industry Economic Consulting Co., Ltd., a PRC company (“Domestic Operating Entity 2”), and 3) Shenzhen Zhongtou Industry Research Institute Co., Ltd., a PRC company (“Domestic Operating Entity 3,” together with Domestic Operating Entity 1 and Domestic Operating Entity 2, the “Domestic Operating Entities”). As a result of the Transaction, Buyer will indirectly hold 100% equity interest in the Domestic Operating Entities.

Pursuant to the Share Transfer Agreement, Buyer shall pay to Sellers the Purchase Price on or before the Closing Date (as defined below). “Closing Date” means the seventh day after all of the following conditions have been met: (1) the Share Transfer Agreement has been signed by all parties; (2) Buyer, Seller and the Target Company have respectively obtained their internal approvals related to the Translation; and (3) The Target Company has completed the acquisition of the Domestic Operating Entities.

Pursuant to the Share Transfer Agreement, each of Mr. Hu and Ms. Qian will enter into an employment agreement (the “Employment Agreement”) with the Company and the Target Company, and will be employed as the management personnel of the Target Company after the Transaction. The Company plans to grant cash or shares award to Mr. Hu and Ms. Qian as incentive if the Target Company’s performance meets certain requirements, which are expected to be specified in the Employment Agreements.

The foregoing summary of the terms of the Share Transfer Agreement is subject to, and qualified in its entirety by reference to, a copy of the Share Transfer Agreement that is filed as Exhibit 99.1 to this Report on Form 6-K and is incorporated herein by reference.

About the Target Company and the Domestic Operating Entities

The Target Company was incorporated under the laws of BVI and it is an intermediate holding company to facilitate financing.

Domestic Operating Entity 1 primarily provides industrial consulting services to governments and industrial parks. Its services include regional planning, industrial planning, and industrial park planning, along with investment planning, agency, and conference services.

Domestic Operating Entity 2 customizes industry research services for corporate clients, covering market size research, industry trend studies, and industry opportunity research, along with strategic advice for industry investment development.

Domestic Operating Entity 3 focuses on providing industrial research services to corporate clients, offering industry research reports such as investment analysis, city investment environment assessment, and foreign investment environment research.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 20, 2023	Top KingWin Ltd

	By:	/s/ Ruilin Xu
		Ruilin Xu
		Chief Executive Officer

EXHIBIT INDEX

Exhibit Number		Description
99.1		English Translation of Share Sale and Transfer Agreement dated December 20, 2023.

Exhibit 99.1

Share Sale and Transfer Agreement

This Share Sale and Transfer Agreement (hereinafter referred to as “this Agreement”) is entered into on December 20, 2023 in Shenzhen, Guangdong Province, China, by and between the following parties:

FutureScope Advisors LTD (hereinafter referred to as “Seller 1”), a company registered and existing under the laws of the British Virgin Islands with a registered address at Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands;

Visionary Strategies LTD (hereinafter referred to as “Seller 2”), a company registered and existing under the laws of the British Virgin Islands with a registered address at Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town, Tortola, British Virgin Islands;

Hu Zhiliang (hereinafter referred to as “Seller 3”), with an identification number of _______ ;

Qian Li (hereinafter referred to as “Seller 4”), with an identification number of _______ ;

Sky KingWin Ltd (hereinafter referred to as “Buyer”), a company registered and existing under the laws of the British Virgin Islands with a registered address at Ritter House, Wickhams Cay Il, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands;

Top KingWin Ltd (hereinafter referred to as “Listed Company”), a company registered and existing under the laws of the Cayman Islands and listed on NASDAQ in the United States, with a registered address at 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands;

Shenzhen Zhongtou Business Consulting Co., Ltd. (hereinafter referred to as “Zhongtou Business”), a company registered and existing under the laws of the People’s Republic of China with a registered address at Room 4D, Block A, Xuesong Building, Taikang 6th Road, Chegongmiao, Futian District, Shenzhen;

Shenzhen Zhongtou Industry Research Institute Co., Ltd. (hereinafter referred to as “Zhongtou Research Institute”), a company registered and existing under the laws of the People’s Republic of China with a registered address at Room 4D, Block A, Xuesong Building, Taikang 6th Road, Chegongmiao, Futian District, Shenzhen;

Shenzhen Zhongtou Industry Economic Consulting Co., Ltd. (hereinafter referred to as “Zhongtou Consulting”), a company registered and existing under the laws of the People’s Republic of China with a registered address at Room 4D, Block A, Xuesong Building, Taikang 6th Road, Chegongmiao, Futian District, Shenzhen.

The above-mentioned Seller 1, Seller 2, Seller 3, and Seller 4 are hereinafter collectively referred to as the “Seller”, and together with other parties, they are collectively referred to as the “Parties”, and any of the above parties alone is referred to as a “Party”.

In consideration of:

Industry Insights Consulting LTD (hereinafter referred to as the “Target Company”) is a company registered and existing under the laws of the British Virgin Islands. Seller 1 holds 50% of its shares, and Seller 2 holds 50% of its shares; Seller 3 holds 100% of Seller 1’s shares, and Seller 4 holds 100% of Seller 2’s shares.

Zhongtou Business, Zhongtou Research Institute, and Zhongtou Consulting (hereinafter collectively referred to as “Domestic Operating Entities”) are all companies registered and existing under law of People’s Republic of China. The target Company will establish a subsidiary in Hong Kong, China, and the subsidiary will acquire Shenzhen Gaoshengde Investment Management Co., Ltd. (hereinafter referred to as “Gaoshengde”), a shareholder that indirectly holds 100% equity of the three Domestic Operating Entities. That is, the Target Company will indirectly hold 100% equity of the three Domestic Operating Entities by re-structuring.

Based on mutual agreement, the Seller intends to sell and transfer the shares to the Buyer in accordance with the terms and conditions of this Agreement, and the Buyer agrees to accept and purchase the shares held by the Seller in the Target Company in accordance with the terms and conditions of this Agreement.

The Parties have come to the following agreement:

Article 1 Sale and Transfer

1.1 Sale and Transfer of Shares. The Parties hereby confirm that the overall transfer consideration for the three Domestic Operating Entities is USD 4,000,000, of which Zhongtou Business transfer consideration is USD509,349, Zhongtou Research Institute transfer consideration is USD 1,264,135, and Zhongtou Consulting transfer consideration is USD 2,226,515. The three Domestic Operating Entities are currently undergoing domestic and foreign restructuring and will indirectly become wholly-owned subsidiaries of the Target Company after completing the restructure. Based on this, according to the terms and conditions in this Agreement, the Seller hereby agrees to sell and transfer all the restructure shares of the Target Company held by it (hereinafter referred to as “Target Shares”) to the Buyer, and the Buyer agrees to purchase and accept the Target Shares at a consideration of USD 4,000,000 (hereinafter referred to as the “Transfer Consideration”) in accordance with the terms of this Agreement.

1.2 The Buyer is only obligated to transfer the purchase price to the Seller’s joint bank account in accordance with the agreement. Once the Buyer has transferred the purchase price to the Seller’s appointed bank account in accordance with the agreement, it is deemed that the Buyer has fully performed its payment obligations for the acquisition of the target shares under this agreement. How the Seller handles the transfer price after receipt does not affect the fact that the Buyer has fulfilled its entire payment obligation for the acquisition of the target shares under this agreement.

1.3 The Seller guarantees that the basic situation of the target company and its subsidiaries are as shown in Appendix 1 of this agreement, and the information of the target company and its subsidiaries stated in Appendix 1 is true, accurate, and free from misleading statements.

1.4 The Seller guarantees that the target shares have no mortgages, pledge rights, security rights, preemptive rights, property burdens, or any form of third-party rights or claims, or any claims for compensation, at the time of signing this agreement and until the closing date. The target company shall not distribute any dividends, bonuses, or any other investment benefits to its respective shareholders before the Buyer obtains the target shares.

1.5 Closing. For the purposes of this agreement, “Closing Date” refers to the seventh (7th) day after all of the following conditions have been met: (1) This Agreement has been signed by all parties; (2) Internal resolutions (as defined below) have been obtained by the Buyer, Seller and the Target Company related to the transfer of shares; (3) The Target Company has completed the acquisition of the three Domestic Operating Entities in accordance with Article 3.3 of this Agreement. The completion of the transfer of the target shares (hereinafter referred to as the “Transfer”) should occur on the Closing Date. The Buyer should pay the Transfer Consideration stipulated in Article 1.1 to the Seller’s designated bank account on or before the Closing Date.

1.6 Expenses. Unless otherwise agreed in this agreement or by the parties, each party should bear all expenses for negotiating and preparing this agreement and any other related agreements proposed to be established under this agreement, as well as fulfilling or complying with all obligations and conditions that must be fulfilled or complied with by it under this agreement and other agreements, including any fees, expenses, or expenditures incurred by any lawyers and/or accountants engaged by them.

1.7 Priority of shares acquisition. If the Listed Company intends to release the shares of the target company in the future, the Seller may have priority to acquire the shares of the target company under the same conditions after the notification of the Listed Company.

Article 2 Management Retention

2.1 To ensure the continuous profitability and stable performance of the target company and its subsidiaries, Mr. Hu Zhiliang and Ms. Qian Li will be employed in the target company after the completion of this acquisition.

2.2 After this agreement taking effect, Mr. Hu Zhiliang and Ms. Qian Li will be appointed as management personnel of the target company (Official Employment Agreement will be established between Mr. Hu Zhiliang, Ms. Qian Li and the target company). If the performance of the target company and its subsidiaries continues to grow and meet the specific performance indicators required by the Listed Company during the tenure of Mr. Hu Zhiliang and Ms. Qian Li, they will be rewarded by performance incentives, including but not limited to cash and stocks. The specific performance indicators, methods, and amounts of performance incentives are subject to the terms of the respective employment agreements.

Article 3 Representations and Warranties of the Parties

3.1 Based on the Buyer and the Listed Company’s agreement to sign this agreement, the Seller hereby makes to the Buyer and the Listed Company the representations and warranties set out in Appendix 2 of this agreement, which are true, accurate, and correct in all respects as of the date of signing this agreement and the closing date.

3.2 Based on the Seller’s agreement to sign this agreement, the Buyer and the Listed Company hereby making the following representations and warranties to the Seller:

(i) They have been legally established and validly existing in accordance with the laws of their registered location;

(ii) They have taken all necessary corporate actions and have all necessary powers and authorizations to sign, deliver, and fulfill their obligations under this agreement;

(iii) This agreement has been validly authorized by them, and upon their signature and delivery, it constitutes a legal, valid, and binding obligation on them, which can be enforced against them in accordance with the agreement.

3.3 The Seller and the three domestic operating entities provide commitments and guarantees to the Buyer and the Listed Company that the target company should complete the acquisition of 100% equity of the three domestic operating entities by no later than June 30, 2024.

3.4 At any time before or after the closing date, the Seller and the target company shall not make or omit or permit or cause any other person to make or omit any act or matter that will (or may) result in, constitute, or give rise to a material breach of any representation or warranty without obtaining prior written consent from the Buyer.

3.5 The Buyer’s rights and compensation for any inaccurate, untrue, or unfulfilled representations and warranties made by the Seller shall not be affected by:

(i) The completion of the sale and transfer of the shares under this agreement by the Seller to the Buyer;

(ii) The Buyer’s failure to exercise or delay in exercising any rights or compensation against the Seller and/or the target company.

Article 4 Actions Prior to Closing

4.1 The Seller hereby undertakes to the Buyer that prior to the closing date, the target company and its subsidiaries will operate their businesses in their usual and customary manner and maintain their continued operations. Without obtaining the Buyer’s written consent or unless otherwise specified in this agreement, the target company and its subsidiaries will not:

(i) Accept any commitments, obligations, or responsibilities that are material to the business of the target company and its subsidiaries or that involve an amount of not less than RMB 500,000;

(ii) Terminate or sell all or part of the business of the target company and its subsidiaries;

(iii) Acquire or sell any business, assets, properties, contractual rights, leases, or licenses that have a significant impact on the current business of the target company and its subsidiaries;

(iv) Make any significant changes to the composition, management structure, or arrangements of the Board of Directors of the target company and its subsidiaries or employment contracts (including but not limited to hiring and firing);

(v) Settle or compromise any current disputes or lawsuits related to the business of the target company and its subsidiaries;

(vi) Distribute, declare distribution, or pay any dividends or profits to the target company and its subsidiaries;

(vii) Modify the articles of association of the target company and its subsidiaries, or make any changes to the registered capital, shareholders, or shareholdings of the target company and its subsidiaries except as otherwise specified in this agreement;

(viii) Transfer the property of the target company and its subsidiaries free of charge;

(ix) Engage in transactions by the target company and its subsidiaries at obviously unreasonable prices;

(x) Provide property guarantees for unsecured debts of the target company and its subsidiaries;

(xi) Prepay any unpaid debts of the target company and its subsidiaries before maturity;

(xii) Waive any claims by the target company and its subsidiaries;

(xiii) Add new fixed assets to the target company and its subsidiaries (except for new fixed assets, changes to fixed assets of the target company and its subsidiaries prior to the closing date should be limited to normal depreciation, and the original value of intangible assets shall not be changed and limited to normal amortization), or make significant adjustments to the assets and liabilities of the target company and its subsidiaries; and

(xiv) Engage in any other acts or omissions that damage or may damage the shareholder rights or value of the target shares enjoyed by the Buyer after acquiring the target shares.

Article 5 Approval and Registration

5.1 Revision of Transaction Documents. The framework intention agreement signed between the Seller and the Buyer shall terminate on the closing date.

5.2 Board Resolution. The parties shall promptly and not later than seven (7) days after the signing of this agreement: (i) promote the unanimous approval of the Board of Directors of the target company to resolve to approve the share transfer and related matters under this agreement (“board resolution”) and (ii) promote the approval of the shareholders of the target company for this share transfer.

5.3 Approval by Buyer and Seller. Not later than seven (7) days after the signing of this agreement, the Seller shall promote the approval of the Board of Directors of the Seller for the share transfer and related matters under this agreement, and the Buyer shall promote the approval of the Board of Directors of the Buyer for the share transfer and related matters under this agreement and promote the approval of the Board of Directors of the Listed Company for the share transfer and related matters under this agreement (the board’s resolutions of the target company and the parties approving the share transfer and related matters under this agreement are collectively referred to as “internal resolutions of the Buyer, Seller, and target company”).

5.4 Registration Changes. Within seven (7) days after the completion of the reorganization of the target company at home and abroad or any other date agreed by both parties, the parties shall facilitate the target company to complete corresponding registration procedures for the share transfer under this agreement with its registration authority, update the shareholder register of the target company, and take all other necessary actions to expedite the completion of the aforementioned registration and changes. Without limiting the foregoing provisions, the Buyer and Seller agree to assist the target company in completing the aforementioned registration and changes not later than June 30, 2024.

Article 6 Effectiveness of Share Transfer

6.1 From the closing date onwards, the Buyer shall enjoy and assume the statutory rights and obligations under the target shares, and the Seller shall no longer enjoy and assume such rights and obligations.

Article 7 Information

7.1 Following the closing date, if requested by the Buyer, the Seller shall return all documents related to the target company that are in its possession or obtained by it as a shareholder, director, manager, or employee of the target company (whether in paper, electronic, or other form) to the target company or the Buyer.

Article 8 Change and Termination of Agreement

8.1 Unless otherwise specified by law, any modifications or termination of this agreement must be binding only after being signed in writing by all parties or their representatives.

Article 9 Compensation

9.1 Obligations of Parties. Any party shall fully compensate any other party for any and all direct and indirect losses incurred by such other party as a result of any breach or failure to perform any representations, warranties, or agreements made by such party under this agreement or in connection with this agreement.

9.2 Procedures.

(a) Notice. If any party (“compensated party”) is entitled to compensation under this agreement, such compensated party may give notice to the party obligated to make compensation (“compensating party”).

(b) Defense. If any rights, claims, or liabilities are asserted by any third party against any compensated party in connection with any matter for which compensation is owed under this agreement, the compensating party shall defend any litigation or other proceeding initiated by such third party against such compensated party if requested in writing by such compensated party. If, after receiving a request to defend in such litigation or other proceeding, the compensating party fails to defend such compensated party, an adverse judgment against such compensated party shall be deemed conclusive evidence requiring the compensating party to provide compensation to such compensated party. However, if the compensating party did not receive reasonable notice of such litigation or other proceeding or was not allowed by the compensated party to control such defense, an adverse judgment against such compensated party shall be only presumptive evidence of requiring the compensating party to provide compensation to such compensated party. With respect to any defense of any claim, each party shall allow the party controlling such defense to request delivery of all documents, records, and other papers in its possession that are necessary or applicable for such defense.

9.3 Force Majeure. If losses are incurred by the target company and its subsidiaries due to force majeure events or business litigation and the amount of losses does not exceed 20% of the overall valuation of the target company, it shall not constitute a breach by the Seller under this agreement, and the Seller shall not be liable for compensation.

9.4 Non-Exclusive Remedy. This Article 9 shall not be deemed to exclude or limit in any way any other rights or remedies for breach of contract or misrepresentation under this agreement.

Article 10 Applicable Law

10.1 The formation, effectiveness, interpretation, performance, amendment, and termination of this agreement, as well as the resolution of disputes arising from or in connection with this agreement, shall be governed by the laws of the People’s Republic of China.

Article 11 Dispute Resolution

11.1 Any disputes, differences, or claims arising among the parties regarding the interpretation, breach, termination, or effectiveness of this agreement that are generated from or related to this agreement (each referred to as a “dispute”) shall be resolved first through consultation among the parties. Such consultation shall be conducted immediately after one party sends a written request for consultation to the other relevant parties. If such dispute is not resolved within thirty (30) days after such notice is sent, such dispute shall be submitted to an arbitration institution for review upon any party sending notice informing the other relevant parties of their intention to initiate arbitration (“arbitration notice”).

11.2 Such arbitration shall be conducted at the Shenzhen Court of International Arbitration (“SCIA”) in accordance with its effective arbitration rules at that time, conducted in Chinese, and held in Shenzhen. The arbitration tribunal shall consist of three arbitrators. The Buyer and Seller shall each appoint one arbitrator from SCIA’s list of arbitrators, and the third arbitrator shall be appointed by SCIA.

11.3 The arbitration decision shall be final and binding on all parties, and the prevailing party may apply to a court with jurisdiction for enforcement of the decision. Either party shall have the right, where possible, to apply to a court with jurisdiction for preliminary injunctive relief before the arbitration decision is made. Unless otherwise specified in the arbitration decision, the arbitration fees shall be borne by the losing party.

Article 12 Other Provisions

12.1 Copies. This Agreement shall be executed in nine (9) original counterparts, with each party holding one (1) original counterpart, and the remaining two original counterparts being retained by the target company or used for relevant registration procedures with the registration authority.

12.2 Notices. All notices and other communications made under this Agreement shall be in writing, in Chinese or both Chinese and English, and shall be sent to the address specified by the relevant party below or to such other address as the receiving party may notify to the other parties by giving notice in writing. The effective date of delivery of a notice shall be determined as follows:

(a) A notice delivered by hand shall be deemed effectively delivered on the date of delivery;

(b) A notice sent by express courier shall be deemed effectively delivered on the date of signature shown on the courier company’s website or system;

(c) A notice sent by fax or email shall be deemed effectively delivered on the date of transmission (as shown on the fax document or email).

12.3 Accumulation of Rights and Remedies; No Implied Waiver. All rights and remedies under this Agreement are cumulative and are not exclusive of any other rights or remedies that may be available. The failure or delay by any party in exercising any right under this Agreement shall not operate as a waiver, nor shall any single or partial exercise of any right preclude any further exercise of any other right.

12.4 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under applicable law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

12.5 Assignment. This Agreement and any rights or obligations under this Agreement may not be assigned without the prior written consent of the other parties.

12.6 Further Assurances. The parties agree that, in order to facilitate the entry into force of this Agreement within a reasonable time, they will, at the request of the other party, execute and deliver all necessary documents, take all necessary actions and procure all necessary actions by others.

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