Top KingWin (WAI) completes US$218,100 cash disposition of Hong Kong subsidiary

Rhea-AI Filing Summary

Top KingWin Ltd reports the closing of a small asset sale. Its wholly owned indirect subsidiary, Sky KingWin (HK) Limited, completed a share transfer agreement to sell its subsidiary, Guangdong Tiancheng Jinhui Enterprise Development Group Co., Ltd., to Junze Management Co., Limited for cash consideration of US$218,100.

At closing on June 18, 2026, the purchaser became the sole shareholder of the target company and assumed all of its assets and liabilities, as well as those of subsidiaries owned by the target. The company also updated its organizational structure to reflect the completed disposition.

Insights

Cross-border M&A analyst

Top KingWin completes a modest divestiture of a Hong Kong subsidiary for cash.

The company has closed the sale of a wholly owned subsidiary for US$218,100, with the buyer assuming all assets and liabilities of that entity and its subsidiaries. This is framed as a disposition of a discrete corporate branch rather than a broad restructuring.

The transaction size appears limited from the disclosed consideration, suggesting a housekeeping-style portfolio adjustment more than a transformational deal. Future disclosures in periodic reports would help clarify how much revenue or profit the divested subsidiary contributed before the sale.

Key Figures

Purchase price: US$218,100 cash Disposition closing date: June 18, 2026

2 metrics

Purchase price US$218,100 cash Consideration for sale of subsidiary under the share transfer agreement

Disposition closing date June 18, 2026 Date all conditions were satisfied and ownership transferred

Key Terms

Disposition, share transfer agreement, foreign private issuer

3 terms

Disposition financial

"The transaction contemplated by the Agreement (the “Disposition”) closed on June 18, 2026"

share transfer agreement financial

"entered into certain share transfer agreement (the “Agreement”)"

A share transfer agreement is a legal contract that records the sale or assignment of ownership in a company’s shares from one party to another, spelling out how many shares, the price, any conditions, and steps needed to complete the transfer. It matters to investors because it legally changes who owns and controls the shares, can affect voting rights, company value and liquidity, and sets protections or obligations that influence investment risk and future returns.

foreign private issuer regulatory

"REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

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Form 6-K: How Foreign Companies Report to the SEC →

Available on EDGAR 06/25/2026 - 04:06 PM Accepted by SEC EDGAR 06/25/2026 - 04:05 PM Learn about SEC filing dates

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 June 2026

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 ☐

Closing of a Disposition

As previously disclosed, on May 21, 2026, Sky KingWin (HK) Limited (“Sky KingWin (HK)”), a wholly-owned indirect subsidiary of Top KingWin Ltd (the “Company”), entered into certain share transfer agreement (the “Agreement”) with Guangdong Tiancheng Jinhui Enterprise Development Group Co., Ltd. (the “Target”), a wholly-owned subsidiary of Sky KingWin (HK), and Junze Management Co., Limited, a company incorporated in Hong Kong, China (the “Purchaser”), which is not an affiliate of the Company or any of its directors or officers. Pursuant to the Agreement, the Purchaser agreed to purchase the Target in exchange for cash consideration of US$218,100 (the “Purchase Price”).

The transaction contemplated by the Agreement (the “Disposition”) closed on June 18, 2026, upon the satisfaction of all closing conditions set forth in the Agreement. Following the closing of the Disposition, the Purchaser became the sole shareholder of the Target and as a result assumed all assets and liabilities of the Target and subsidiaries owned by the Target.

The foregoing description of the Agreement and the Disposition does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, an English translation of which was previously furnished by the Company as Exhibit 99.1 to the Company’s Current Report on Form 6-K dated May 22, 2026 and is incorporated herein by reference.

Below is the Company’s organizational structure chart following the closing of the Disposition.

 1

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: June 25, 2026	By:	/s/ Ruilin Xu
	Name:	Ruilin Xu
	Title:	Chief Executive Officer

 2

FAQ

What transaction did Top KingWin Ltd (WAI) report in its June 2026 Form 6-K?

Top KingWin Ltd reported the closing of a disposition, selling its indirect subsidiary Guangdong Tiancheng Jinhui Enterprise Development Group Co., Ltd. to Junze Management Co., Limited for US$218,100 in cash, with the buyer assuming all assets and liabilities of the target and its subsidiaries.

How much cash did Top KingWin Ltd (WAI) receive from the disposition?

Top KingWin Ltd received cash consideration of US$218,100 for the sale of its subsidiary under the share transfer agreement. This amount represents the agreed purchase price for transferring full ownership of the target company to the purchaser.

When did the Top KingWin Ltd (WAI) disposition close?

The disposition closed on June 18, 2026, after all closing conditions in the share transfer agreement were satisfied. From that date, the purchaser became the sole shareholder of the target company and took over its assets and liabilities.

Who bought Top KingWin Ltd’s (WAI) subsidiary in this transaction?

Junze Management Co., Limited, a Hong Kong company that is not an affiliate of Top KingWin Ltd or its directors or officers, purchased the subsidiary. It acquired all shares of Guangdong Tiancheng Jinhui Enterprise Development Group Co., Ltd. for cash consideration of US$218,100.

What happened to the assets and liabilities of the disposed Top KingWin (WAI) subsidiary?

After closing, the purchaser became the sole shareholder of the target company and assumed all its assets and liabilities, including those of subsidiaries owned by the target. This effectively transferred the entire corporate branch and its obligations to the buyer.

Did Top KingWin Ltd (WAI) change its organizational structure after the disposition?

Top KingWin Ltd provided an updated organizational structure chart reflecting the completed disposition. The sold subsidiary and its subsidiaries are no longer part of the group, and the chart shows the company’s structure following the transfer of ownership on June 18, 2026.