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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2024

TOP KINGWIN LTD

(Exact name of registrant as specified in its charter)

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

North Panyu Avenue, Donghuan Street

Panyu District, Guangzhou, Guangdong Province, PRC

(Address of Principal Executive Office)

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 ☐

Departure of Directors; Appointment of Directors; Compensatory Arrangements with Directors

On October 9, 2024, Mr. Kenny K. Cheng resigned from his position as a member of the board of directors (the “Board”) of Top KingWin Ltd. (the “Company”). Mr. Cheng’s resignation was for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On October 9, 2024, Mr. Richard W.Y Seow resigned from his position as a member of the Board of the Company. Mr. Seow’s resignation was for personal reasons and was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On October 11, 2024, the Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) nominated and the Board appointed Ms. Yanna Li as a director of the Board to fill the vacancy. The Board has determined that Ms. Yanna Li qualifies as an independent director under the rules of the Nasdaq Stock Market LLC (the “Nasdaq”). Ms. Yanna Li will serve as the chairwoman of the Nominating Committee, a member of the Audit Committee, and a member of the Compensation Committee. In connection with her appointment, Ms. Yanna Li will receive a monthly compensation of $8,000 or equivalent stock for her services as a director of the Board, pursuant to the offer letter between Ms. Li and the Company.

On October 11, 2024, the Nominating Committee nominated and the Board appointed Mr. Yibing Li as a director of the Board to fill the vacancy. The Board has determined that Mr. Yibing Li qualifies as an independent director under the rules of the Nasdaq. Mr. Yibing Li will serve as the chairman of the Compensation Committee, a member of the Audit Committee, and a member of the Nominating Committee. In connection with his appointment, Mr. Yibing Li will receive a monthly compensation of $10,000 or equivalent stock for his services as a director of the Board, pursuant to the offer letter between Mr. Li and the Company.

On October 11, 2024, the Nominating Committee nominated and the Board appointed Mr. Zhanlin Liao, a current member of the Board, to serve as the chairman of the Audit Committee and a member of the Nominating Committee, in addition to his current role as a member of the Compensation Committee. The Board has determined that Mr. Zhanlin Liao qualifies as an audit committee financial expert under the rules of the Securities Exchange Commission (the “SEC”) and that Mr. Zhanlin Liao possesses past employment experience in finance that demonstrates his financial sophistication under the rules of the Nasdaq.

There is no family relationship among Ms. Yanna Li, Mr. Yibing Li, and any of our other officers and directors. There are no understandings or arrangements between the two incoming directors and any other person pursuant to which they were appointed as directors.

Mr. Yibing Li, aged 43, has been the chairman and general manager of Shenzhen Qianhai Shanjian Capital Management Co., Ltd. since January 2020, in charge of leading the company’s artificial intelligence (“AI”) hardware design investment projects. Mr. Li was the AI hardware product manager in Shenzhen Hanyu Technology Co. from January 2016 to December 2019. Mr. Li was also the product manager in Shenzhen Boyingtong Technology Co., Ltd. from March 2014 to December 2019. Mr. Li has a bachelor’s degree from Massey University of New Zealand.

Ms. Yanna Li, aged 38, has been the general manager of Guangzhou Chanfa Enterprise Development Co., Ltd. since July 2021, in charge of the overall marketing and operations management. Ms. Li was the assistant general manager of Shenzhen Bode Century Enterprise Management Consulting Co., Ltd. from February 2010 to June 2021. Ms. Li graduated from Guangzhou Nanyang Ligong College in 2005, majored in Chinese/English bilingual secretary service. Ms. Li also studied in Guangzhou University, majored in business management, from 2012 to 2015.

Mr. Zhanlin Liao, aged 37, has been the financial director of Fenglian International Co., Ltd. since June 2019. From January 2014 to January 2019, Mr. Liao was the financial manager of BYD Co., Ltd. From October 2009 to December 2013, Mr. Liao was the assistant manager of KPMG Huazhen LLP Accounting Firm. Mr. Liao earned his bachelor’s degree in financial applied computing from Nanyang Technological University in September 2009.

The following table sets forth the Board’s committee composition as of the date of this report:

Committee	Chairperson	Member	Member
Audit Committee	Zhanlin Liao	Yanna Li	Yibing Li
Nominating and Corporate Governance Committee	Yanna Li	Yibing Li	Zhanlin Liao
Compensation Committee	Yibing Li	Zhanlin Liao	Yanna Li

The foregoing description of the offer letters is a general description only, does not purport to be complete, and is qualified in its entirety by reference to the terms of the Offer Letter attached hereto as Exhibits 4.1 and 4.2, respectively, which are incorporated herein by this reference.

Exhibits

Exhibit No.		Description
4.1		Director Offer Letter, dated October 11, 2024, by and between Mr. Yibing Li and the Company
4.2		Director Offer Letter, dated October 11, 2024, by and between Mr. Yanna Li and the Company

SIGNATURES

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

	Top KingWin Ltd.

Date: October 11, 2024	By:	/s/ Ruilin Xu
	Name:	Ruilin Xu
	Title:	Chief Executive Officer

Exhibit 4.1

Top KingWin Ltd.

October 11, 2024

Re: Director Offer Letter

Dear Mr. Yibing Li,

Top KingWin Ltd., a company incorporated in the Cayman Islands (the “Company”), is pleased to offer you a position as a director of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a director of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

1. Term. This Agreement is effective upon your acceptance and signature below. Your term as director shall continue subject to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each year at the annual shareholder’s meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force and effect.

2. Services. You shall render services as a director of the Board (hereinafter your “Duties”). During the term of this Agreement, you shall attend and participate in such number of meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s) as necessary via telephone, electronic mail or other forms of correspondence.

3. Compensation. As compensation for your services to the Company, you will receive $10,000/month or equivalent stock. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your Duties.

4. No Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written consent of the Company.

5. Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a. Definition. For purposes of this Agreement the term “Confidential Information” means:

i. Any information which the Company possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility in the business in which the Company is engaged; or

ii. Any information which is related to the business of the Company and is generally not known by non-Company personnel.

iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

b. Exclusions. Notwithstanding the foregoing, the term Confidential Information shall not include:

i. Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions of this Agreement, or any other agreement requiring confidentiality between the Company and you;

ii. Information received from a third party in rightful possession of such information who is not restricted from disclosing such information; and

iii. Information known by you prior to receipt of such information from the Company, which prior knowledge can be documented.

c. Documents. You agree that, without the express written consent of the Company, you will not remove from the Company’s premises, any notes, formulas, programs, data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to the Company upon the earliest of Company’s demand, termination of this Agreement, or your termination or Resignation, as defined in Section 8 herein.

d. Confidentiality. You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this paragraph (d) shall survive termination of this Agreement.

e. Ownership. You agree that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively, “Inventions”) and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company, at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned.

f. Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

6. Termination and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders holding at least a majority of the shares of the Company’s issued and outstanding shares entitled to vote. Your membership on the Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board or on a committee for any or no reason by delivering your written notice of resignation to the Company (“Resignation”), and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject to the Company’s obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be forfeited and cancelled.

7. Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements made and to be performed entirely in the State of New York.

8. Entire Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

9. Indemnification. The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any expenses, including reasonable attorney’s fees, judgments, fines, settlements and other legally permissible amounts (“Losses”), incurred in connection with any proceeding arising out of, or related to, your performance of your Duties, other than any such Losses incurred as a result of your gross negligence or willful misconduct. The Company shall advance to you any expenses, including reasonable attorneys’ fees and costs of settlement, incurred in defending any such proceeding to the maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request for payment and (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment is being sought.

10. Not an Employment Agreement. This Agreement is not an employment agreement, and shall not be construed or interpreted to create any right for you to continue employment with the Company.

11. Acknowledgement. You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final all decisions or interpretations of the Board of Directors of the Company of any questions arising under this Agreement.

(Signature Page Follows)

The Agreement has been executed and delivered by the undersigned and is made effective as of the date set first set forth above.

	Sincerely,

	Top KingWin Ltd.

	By:	/s/ Ruilin Xu
	Name:	Ruilin Xu
	Title:	Chief Executive Officer and Chairman of the Board

Agreed and Accepted by:

/s/ Yibing Li
Name:	Yibing Li

Exhibit 4.2