[6-K] Top KingWin Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Top KingWin Ltd (WAI) filed a Form 6-K disclosing board-approved compensation increases for its key executives and two independent directors. All changes were approved by the compensation committee on 17 June 2025 and are retroactively effective from October 2024.

• Chief Executive Officer – Ruilin Xu: Base cash salary remains US$3,000 per month; receives an additional US$30,000 per month payable in Class B ordinary shares under Section 6(a) of his 22 April 2022 employment agreement.
• Chief Financial Officer – Jie Yang: Base cash salary remains US$2,000 per month; receives an additional US$10,000 per month payable in Class A ordinary shares pursuant to her 19 August 2024 employment agreement.
• Director – Dongliang Mao: Compensation converted from US$1,000 cash to US$5,000 equivalent stock per month; terms set out in an amended director offer letter (Exhibit 99.1).
• Director – Zhanlin Liao: Compensation converted from US$1,000 cash to US$10,000 equivalent stock per month; also documented in Exhibit 99.1.

The filing contains no financial statements, earnings data, or major strategic transactions. Instead, it focuses solely on equity-based pay adjustments intended to enhance retention and align management incentives with shareholders. However, these grants could create incremental share dilution and raise total compensation expense. No disclosure is made regarding the exact number of shares to be issued or vesting schedules.

Positive

• Alignment of interests: Moving a significant portion of compensation into equity ties management rewards to share performance.
• Cash preservation: Shifting from cash to stock reduces immediate cash outflows, potentially conserving liquidity for operations.

Negative

• Potential dilution: Monthly equity grants, especially US$30k to the CEO, could increase outstanding shares and dilute existing investors.
• Lack of performance conditions: The filing does not state any vesting hurdles or performance metrics, raising governance concerns.
• Compensation magnitude: Pay increases are multiple times prior levels, which may appear excessive for a newly listed micro-cap company.

Insights

Corporate Governance Expert

TL;DR: Board shifts compensation mix toward stock; alignment improves, but dilution risk modestly negative.

The committee’s decision substantially increases total pay for four insiders, with the CEO’s package jumping from US$3k to US$33k monthly and the CFO’s from US$2k to US$12k. While moving from cash to equity better synchronizes management incentives with shareholder value, the magnitude—particularly for directors Liao and Mao—may raise governance questions given the company’s early listing stage. Absent performance-based vesting, the grants could represent fixed dilution without guaranteed value creation. Investors should monitor forthcoming 20-F filings for total share counts and compensation discussion & analysis (CD&A) to assess material impact.

Financial Analyst

TL;DR: Equity compensation boosts alignment, but higher expense and potential dilution weigh on valuation.

Because Top KingWin discloses no revenue or profit metrics here, the direct EPS effect is unclear; still, switching from cash to equity preserves cash but inflates share count. The CEO alone could receive stock worth US$360k annually, a sizeable outlay for a micro-cap issuer. The filing offers no vesting or cap-table details, limiting precise modeling. Overall cash burn improves slightly, yet valuation per share may compress if issuance is material relative to float. Impact remains modestly negative-to-neutral pending further disclosure.

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 2025

Commission File Number: 001-41672

Top KingWin Ltd

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

No. 555, North Panyu Avenue, Donghuan Street

Panyu District, Guangzhou, Guangdong Province, China

(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 ☐

Increase of Compensation for the Directors and Officers

Ruilin Xu

As previously disclosed, Ruilin Xu has served as the chief executive officer (the “CEO”) of Top KingWin Limited (the “Company”) and the chairman of the board of directors of the Company (the “Board”) since April 22, 2022. Pursuant to the employment agreement between Mr. Xu and the Company dated April 22, 2022 (the “CEO Employment Agreement”), Mr. Xu receives US$3,000 per month in cash as the base salary.

On June 17, 2025, the compensation committee of the Board approved to increase Mr. Xu’s monthly compensation to include an additional $30,000 in equivalent stock, payable in the Company’s class B ordinary shares, pursuant to Section 6(a) of the CEO Employment Agreement, effective from October 2024.

Jie Yang

As previously disclosed, Jie Yang has served as the chief financial officer (the “CFO”) of the Company since August 19, 2024. Pursuant to the employment agreement between Ms. Yang and the Company dated August 19, 2024 (the “CFO Employment Agreement”), Ms. Yang receives US$2,000 per month in cash as the base salary.

On June 17, 2025, the compensation committee of the Board approved to increase Ms. Yang’s monthly compensation to include an additional $10,000 in equivalent stock, payable in the Company’s class A ordinary shares, pursuant to Section 6(a) of the CFO Employment Agreement, effective from October 2024.

Dongliang Mao

As previously disclosed, Dongliang Mao has served as a director of the Board, pursuant to a director offer letter, dated August 19, 2024, between the Company and Mr. Mao. Mr. Mao receives US$1,000 per month as the base salary.

On June 17, 2025, the compensation committee of the Board approved to increase Mr. Mao’s monthly compensation from $1,000 in cash to $5,000 in equivalent stock, effective from October 2024, as outlined in an amended director offer letter, the form of which is attached hereto as Exhibit 99.1.

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Zhanlin Liao

As previously disclosed, Zhanlin Liao has served as a director of the Board, pursuant to a director offer letter, dated August 19, 2024, between the Company and Mr. Liao. Mr. Liao receives US$1,000 per month as the base salary.

On June 17, 2025, the compensation committee of the Board approved to increase Mr. Liao’s monthly compensation from $1,000 in cash to $10,000 in equivalent stock, effective from October 2024, as outlined in an amended director offer letter, the form of which is attached hereto as Exhibit 99.1.

Exhibit

Exhibit No.		Description
99.1		Form of Amended Director Offer Letter

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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.

Dated: June 25, 2025

	TOP KINGWIN LTD
	By:	/s/ Ruilin Xu
	Name:	Ruilin Xu
	Title:	Chief Executive Officer

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FAQ

When does Top KingWin's new executive compensation take effect?

All equity-based increases are retroactively effective from October 2024, as approved on 17 June 2025.

How much additional stock compensation will CEO Ruilin Xu receive?

He will receive US$30,000 per month in Class B ordinary shares, on top of his US$3,000 cash salary.

What is the impact on CFO Jie Yang's total monthly pay?

Her package rises from US$2,000 cash to US$12,000 total (US$2,000 cash + US$10,000 in Class A shares).

Will the director compensation increases be paid in cash or stock?

Both directors will now receive stock-based compensation—US$5,000 for Dongliang Mao and US$10,000 for Zhanlin Liao each month.

Does the 6-K specify the number of shares or vesting terms?

No. The filing lists dollar values only and omits share quantities, vesting schedules, or performance conditions.