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 May 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 ☐
Enter
into a Material Agreement
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 USD 218,100
(the “Purchase Price”).
The
Company owns 100% of the issued capital of Sky KingWin Ltd., which owns 100% of the equity interest of Sky KingWin (HK). Sky KingWin
(HK) owned 100% of the equity interest of the Target prior to this disposition. Upon the closing of the transaction contemplated by the
Agreement, the Purchaser will become the sole shareholder of the Target and as a result, assume all assets and liabilities of the Target
and the subsidiaries owned or controlled by the Target.
The
closing of the disposition is subject to the satisfaction of certain closing conditions including the receipt of the Purchase Price.
The
unofficial English translation of the Agreement is furnished as Exhibits 99.1 to this Form 6-K and such document is
incorporated herein by reference. The foregoing is only a brief description of the material terms of the Agreement and does not
purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by
reference to such exhibit.
Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Unofficial Translation of the Share Transfer Agreement, dated May 21, 2026 |
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:
May 22, 2026 |
By: |
/s/
Ruilin Xu |
| |
Name:
|
Ruilin
Xu |
| |
Title:
|
Chief
Executive Officer |
Exhibit 99.1
Share
Transfer Agreement
This
Share Transfer Agreement (hereinafter referred to as “this Agreement”) is entered into on May 21, 2026 in Guangzhou, Guangdong
Province, the People’s Republic of China by and among the following parties:
Party
A: Junze Management Co., Limited
Address:
RM A5,7/F, ASTORIA BUILDING, NO.34 ASHLEY ROAD, TSIM SHA TSUI, HONG KONG
Party
B: SKY KINGWIN (HK) LIMITED
Address:
Ritter House, Wickhams Cay II, PO Box 3170, Road Town, Tortola VG1110, British Virgin Islands
Party
C: Guangdong Tiancheng Jinhui Enterprise Development Group Co., Ltd.
Address:
Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donghuan Street, Panyu District, Guangzhou,
Guangdong Province, China
In
this Agreement, Party A, Party B and Party C are hereinafter referred to individually as a “Party” and collectively as the
“Parties”.
WHEREAS:
| 1. | Party
A is a company incorporated and existing under the laws of Hong Kong; |
| 2. | Party
C is a company duly incorporated and validly existing under the laws of China and holds 100%
equity of Guangdong Tiancheng Jinhui Enterprise Management Consulting Co., Ltd., Jiangsu
Tiancheng Jinhui Management Consulting Co., Ltd. and Chongqing Tiancheng Jinhui Enterprise
Management Consulting Co., Ltd. |
| 3. | Currently,
Party B holds 100% shares of Party C; and |
| 4. | Party
A intends to acquire 100% shares of Party C held by Party B, and Party B agrees to transfer
such shares to Party A (hereinafter referred to as the “Share Transfer”). |
THEREFORE,
after negotiation, the Parties hereby reach the following agreement:
| 1.1 | Subject
to the terms and conditions stipulated in this Agreement, Party A agrees to acquire 100%
shares of Party C held by Party B (hereinafter referred to as the “Target Shares”),
and Party B agrees to such transfer. Upon completion of the transfer, Party A shall hold
100% shares of Party C. |
| 1.2 | The
Parties unanimously confirm and agree that the pricing basis for this Share Transfer is determined
by referring to the appraised value of all shareholders’ equity of Party C evaluated
by Shenzhen Nanyang Asset Evaluation Firm (General Partnership); according to the asset evaluation
reports of Shenzhen Nanyang Evaluation Report No. P25 of 2026 issued by Shenzhen Nanyang
Asset Evaluation Firm (General Partnership) on April 9, 2026, with December 31, 2025 as the
evaluation base date, the evaluation values of the market values of all shareholders’
equity of Party C on the evaluation base date are RMB 1,532,793.46. Based on the above valuation
and the central parity rate of USD to RMB (7.0288) published by the China Foreign Exchange
Trade System authorized by the People’s Bank of China on December 31, 2025, the transfer
price for the Target Shares shall be US$ 218,100.00. As the consideration for the transfer
of the Target Shares, Party A shall pay a total of US$ 218,100.00 (hereinafter referred to
as the “Share Transfer Price”) to Party B in accordance with Article 2. |
| 1.3 | Party
A and Party B shall respectively cause their respective internal institutions to review the
Share Transfer under this Agreement within 5 working days after the signing of this Agreement
and notify the relevant parties in writing within 2 working days after the internal institution
review results come out: Party A shall notify Party B and Party C of its internal institution
review results, and Party B shall notify Party A and Party C of its internal institution
review results. |
| 1.4 | After
Party A pays the full Share Transfer Price to Party B in a timely and sufficient manner in
accordance with Article 2, Party B shall cooperate with Party A and Party C to complete the
registration of the Target Shares under the name of Party A as soon as possible. |
| 1.5 | Party
A, Party B and Party C shall jointly and severally be responsible for taking all necessary
actions, including but not limited to signing necessary agreements and documents, obtaining
necessary internal and external consents, amending the articles of association, etc., to
realize the transfer of the Target Shares from Party B to Party A and handle the relevant
registration and filing procedures involved in the Share Transfer, so that Party A becomes
the registered owner of such shares. |
| 1.6 | The
Parties agree that after Party B completes the transfer of 100% shares of Party C to Party
A in accordance with this Agreement, Party B shall complete all its obligations and responsibilities
under this Agreement. In addition, Party B (including its affiliates) shall not have any
other obligations or responsibilities to other parties for this and previous transactions
of the Target Shares, and other parties shall not make any other claims, demands or requirements
to Party B (including its affiliates). |
| 2. | Payment
of Share Transfer Price |
| 2.1 | Party
A shall pay the Share Transfer Price of US$ 218,100.00 to Party B in a lump sum within 10
working days after the following conditions are satisfied: |
| (a) | This
Agreement is signed by all Parties; |
| (b) | The
Share Transfer under this Agreement is approved by the internal institutions of Party A and
Party B respectively. |
| 2.2 | Party
B shall issue an appropriate receipt voucher to Party A within 5 working days after receiving
the full Share Transfer Price mentioned in Article 2.1. |
| 3. | Representations
and Warranties |
| 3.1 | Each
Party to this Agreement represents and warrants as follows: |
| (a) | The
Party is a company legally incorporated and existing under the laws of its place of incorporation,
or qualified natural person, and has complete rights and capacities to sign and perform this
Agreement, and other documents related to this Agreement necessary to achieve the purpose
of this Agreement; |
| (b) | The
Party has taken, or will take, all necessary actions to duly and effectively authorize the
signing, delivery and performance of this Agreement and all other documents related to the
transactions under this Agreement, and such signing, delivery and performance do not violate
any relevant laws, regulations and government regulations and do not infringe upon the legitimate
rights and interests of any third party. |
| 3.2 | Party
B and Party C jointly and severally represent and warrant to Party A as follows: |
| (a) | Party
B currently legally and validly holds 100% shares of Party C, and there is no security interest
or any other third-party right on the 100% shares of Party C held by Party B, except as otherwise
agreed by Party A and Party B; |
| (b) | Before
the completion of the transfer of the Target Shares, Party C will not authorize or cause
the issuance or commitment to issue new shares other than the Target Shares already issued
on the date of signing this Agreement in any way, and will not make any change to the registered
capital or shareholder structure of Party C. |
| 4. | Liability
for Breach of Contract |
| 4.1 | The
Parties shall strictly perform their obligations under this Agreement. If any Party (hereinafter
referred to as the “Defaulting Party” in this Article) fails to perform
or incompletely or improperly performs its obligations under this Agreement, or its representations
and warranties in this Agreement are proven to be untrue, inaccurate or with material omissions
or misleading, it shall constitute a breach of contract; in such case, the other Parties
to this Agreement (hereinafter referred to as the “Non-defaulting Parties”
in this Article) shall have the right to independently decide to take one or more of the
following remedies: |
| (a) | Require
the Defaulting Party to continue to perform its obligations under this Agreement and cure
the breach; |
| (b) | Require
the Defaulting Party to compensate for all losses, including all costs and expenses incurred
in claiming losses, including attorney fees, arbitration fees, evaluation fees, identification
fees, etc.; |
| (c) | Other
remedies as provided by laws and regulations. |
| 4.2 | If
Party A fails to perform the payment obligation under Article 2 of this Agreement on time,
for each day of delay, Party A shall pay a penalty of 0.1% of the outstanding amount per
day to Party B. If Party A fails to perform the full payment obligation for 30 days after
the due date, it shall pay a penalty equal to 20% of the full Share Transfer Price to Party
B. |
| 4.3 | The
rights and remedies provided in this Agreement are cumulative and do not exclude other rights
or remedies provided by law. |
| 4.4 | The
rights and remedies of the Non-defaulting Parties under this Article shall remain valid in
the event that this Agreement or any other clause of this Agreement becomes invalid or terminated
for any reason. |
| 5.1 | This
Agreement is signed and comes into effect simultaneously on the date indicated at the beginning
of this Agreement. |
| 5.2 | The
Parties agree that the transfer of the Target Shares shall take effect after this Agreement
is signed by all Parties and the internal resolutions on the transfer of the Target Shares
are passed by Party A, Party B and Party C. After the transfer of the Target Shares takes
effect, Party A shall enjoy and assume all shareholder rights and obligations corresponding
to the Target Shares, and Party B shall no longer enjoy and assume such rights and obligations. |
In
the event of a dispute arising from the interpretation and performance of the terms under this Agreement among the Parties, the Parties
shall negotiate in good faith to resolve the dispute. If the Parties fail to reach an agreement on resolving the dispute within 30 days
after a Party requests negotiation to resolve the dispute, any Party may submit the relevant dispute to the Shenzhen International Arbitration
Court for arbitration in accordance with its current arbitration rules. The place of arbitration is Shenzhen; the language used in arbitration
is Chinese. The arbitration award shall be final and binding on the relevant Parties.
The
validity, interpretation and enforcement of this Agreement shall be governed by the laws of the People’s Republic of China.
| 8. | Cancellation,
Amendment and Supplement of the Agreement |
Unless
otherwise agreed by all Parties in writing or provided by relevant laws, no Party may unilaterally cancel or terminate this Agreement.
The
Parties shall amend and supplement this Agreement in writing. The amendment agreements and supplement agreements duly signed by the Parties
are an integral part of this Agreement and have the same legal effect as this Agreement.
| 9. | Separability
of the Agreement |
If
any clause under this Agreement is invalid or unenforceable due to inconsistency with relevant laws, such clause shall only be invalid
or unenforceable within the scope of the relevant laws and shall not affect the validity or enforceability of the remaining provisions
This
Agreement is made in Chinese in triplicate, with each Party holding one copy, and all copies having the same legal effect.
[There
is no text below]
[This
page has no text and is the signature page of the Share Transfer Agreement]
Party
A：Junze Management Co., Limited
| Authorized
Representative: |
/s/
Qing Zhang |
|
| |
Qing Zhang, Chief Executive Officer |
[This
page has no text and is the signature page of the Share Transfer Agreement]
Party
B：SKY KINGWIN (HK) LIMITED
| Authorized
Representative: |
/s/ Ruilin Xu |
|
| |
Ruilin Xu, Director |
[This
page has no text and is the signature page of the Share Transfer Agreement]
Party
C：Guangdong Tiancheng Jinhui Enterprise Development Group Co., Ltd.
| Authorized
Representative: |
/s/
Dongliang Mao |
|
| |
Dongliang Mao, President |
