[SCHEDULE 13G] Top Win International Limited SEC Filing

Rhea-AI Filing Summary

Top Win International Limited reports that two related Reporting Persons — Kwan Ngai and Pride River Limited — beneficially own 14,450,000 ordinary shares, which equals 58.1% of the company's 24,864,000 shares outstanding as reported by the issuer. Those shares are reported as held of record by Pride River Limited, a British Virgin Islands company majority owned by Kwan Ngai, and both Reporting Persons state sole voting and sole dispositive power over the 14.45 million shares. The filing therefore documents a clear majority ownership stake that gives the Reporting Persons effective control of shareholder voting and disposition of the reported shares.

Positive

• Majority ownership: Reporting Persons beneficially own 14,450,000 shares, representing 58.1% of the outstanding ordinary shares.
• Clear control: Both Reporting Persons report sole voting and sole dispositive power over the 14.45 million shares, simplifying governance clarity.

Negative

• Concentrated ownership: A 58.1% stake centralizes control and may limit the influence of minority shareholders.
• Holding structure: The controlling shares are held of record by Pride River Limited, a British Virgin Islands entity majority owned by Kwan Ngai, which may matter to investors evaluating ownership transparency and jurisdictional considerations.

Insights

Corporate Governance Expert

TL;DR: A single individual and his affiliated BVI vehicle hold majority voting control, concentrating corporate governance authority.

This Schedule 13G discloses a controlling ownership position: 14.45 million shares equal to 58.1% of the outstanding class, with both Reporting Persons claiming sole voting and dispositive power. That ownership concentration simplifies decision-making and aligns the principal owner with company outcomes, but it also centralizes governance authority and reduces the influence of unaffiliated shareholders. Ownership held through a British Virgin Islands entity is clearly identified, which is material for investor assessment of control and accountability.

Securities Analyst

TL;DR: The filing confirms a majority stake that is material to control, with 58.1% ownership and exclusive voting/dispositive rights.

From a market perspective, reporting of 58.1% beneficial ownership by Kwan Ngai and Pride River Limited is a material disclosure because it signals who can unilaterally direct voting outcomes on ordinary matters. The filing states the shares are held of record by Pride River Limited and that Kwan Ngai is the majority owner of that vehicle, providing clarity on ownership chain. This level of ownership is likely to affect assessments of takeover prospects, board dynamics, and minority shareholder influence.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Top Win International Limited

(Name of Issuer)

Ordinary Shares, par value $0.0005 per share

(Title of Class of Securities)

G8946B108

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G8946B108

1

Names of Reporting Persons

Kwan Ngai

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 14,450,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,450,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,450,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

58.1 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

CUSIP No. G8946B108

1

Names of Reporting Persons

Pride River Limited

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 14,450,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 14,450,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

14,450,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

58.1 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Top Win International Limited
(b)	Address of issuer's principal executive offices: 33/F Sunshine Plaza, 353 Lockhart Road, Wan Chai, Hong Kong
Item 2.
(a)	Name of person filing: Kwan Ngai and Pride River Limited (each, a "Reporting Person" and collectively, the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: The address of each of the Reporting Person is 33/F Sunshine Plaza, 353 Lockhart Road, Wan Chai, Hong Kong.
(c)	Citizenship: Kwan Ngai is a Chinese national, citizen of China, Hong Kong SAR. Pride River Limited is a British Virgin Islands business company.
(d)	Title of class of securities: Ordinary Shares, par value $0.0005 per share
(e)	CUSIP No.: G8946B108
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Kwan Ngai: 14,450,000; Pride River Limited: 14,450,000. Represents 14,450,000 Ordinary Shares held of record by Pride River Limited, a British Virgin Islands company majority owned by Kwan Ngai.
(b)	Percent of class: Kwan Ngai: 58.1%; Pride River Limited: 58.1%. The percentage of class of securities beneficially owned by each Reporting Person is calculated based on a total of 24,864,000 ordinary shares of the Issuer issued and outstanding as of July 1, 2025, as reported in the Issuer's current report on Form 6-K furnished to the Securities and Exchange Commission on August 6, 2025.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Kwan Ngai: 14,450,000; Pride River Limited: 14,450,000.
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: Kwan Ngai: 14,450,000; Pride River Limited: 14,450,000.
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Kwan Ngai

Signature:	/s/ Kwan Ngai
Name/Title:	Kwan Ngai
Date:	08/12/2025

Pride River Limited

Signature:	/s/ Kwan Ngai
Name/Title:	Kwan Ngai/Director
Date:	08/12/2025

Exhibit Information

99.1 Joint Filing Agreement

FAQ

Who filed the Schedule 13G for TOPW?

Kwan Ngai and Pride River Limited filed the Schedule 13G as the Reporting Persons.

How many Top Win (TOPW) shares do the Reporting Persons own?

14,450,000 ordinary shares are reported as beneficially owned by each Reporting Person.

What percentage of TOPW does the filing report?

The filing reports ownership equal to 58.1% of Top Win's outstanding ordinary shares.

How was the percentage ownership calculated?

The percentage is based on 24,864,000 ordinary shares outstanding as reported by the issuer.

Do the Reporting Persons share voting or dispositive power?

No. The filing states sole voting power and sole dispositive power over the 14.45 million shares and 0 shared voting/dispositive power.