Financial Performance - Top KingWin's consolidated revenues for the year ended December 31, 2023, were translated at a rate of $1.00=RMB7.0809, reflecting the company's financial performance in RMB[20] - Revenue decreased by 18%, from $5,453,241 in 2023 to $4,474,690 in 2024, primarily due to a 67% and 79% reduction in corporate business training and advisory services respectively[41] - Major client Shenzhen Cailian Hengtai Technology Co., Ltd. accounted for 17% of the company's revenues for the year ended December 31, 2024[48] - For the year ended December 31, 2024, three major clients accounted for 33% of the company's total revenues: Shenzhen Cailian Hengtai Technology Co., Ltd. (17%), Shenzhen Sheng Yi Technology Co., Ltd. (10%), and Hainan Saimi Technology Co., Ltd. (6%)[50] - In 2024, Shenzhen Cailian Hengtai Technology Co., Ltd. represented 61% of the company's accounts receivable[49] - The company experienced significant fluctuations in operating results, with a notable decline in revenue from corporate training services due to economic downturns[41] - Cash and restricted cash totaled $4,648,980 as of December 31, 2023, compared to $2,814,010 in 2024, reflecting a significant reduction in available liquidity[71] Risks and Challenges - The company faces significant risks related to its limited operating history and the uncertainties of the equity investment industry in China, which could impact future performance[23] - The gross margin and results of operations may be adversely affected by factors such as decreases in average selling prices and shifts in product mix[25] - The company operates in a highly competitive and fragmented industry, which poses risks to its business and financial condition[25] - Changes in China's economic, political, or social conditions could have a material adverse effect on the company's operations[26] - The company may face challenges in attracting new clients for its technology services, which are critical for achieving revenue growth goals[25] - The company faces risks related to client retention, as a substantial portion of revenue comes from short-term agreements, exposing it to revenue volatility[43] - The company faces potential adverse effects on its business and financial condition if it fails to obtain necessary permits for offline industry events, which may lead to adjustments or cancellations[56] - The competitive landscape in China's equity investment service industry is intensifying, with increased competition from various service providers, which may adversely affect the company's market share[62] - The company faces significant competition for skilled personnel in Guangdong, China, which may impact its ability to attract and retain necessary talent[100] - The company may face liabilities for injuries during offline industry events, which could adversely affect its reputation and financial condition[72] Regulatory and Compliance Issues - The company is classified as an "emerging growth company," which may affect the attractiveness of its Class A Ordinary Shares to investors due to reduced disclosure requirements[89] - The PRC Foreign Investment Law, effective January 1, 2020, introduces uncertainties regarding foreign investment regulations that may impact the Company's operations[150] - The SEC has adopted rules under the HFCA Act that could lead to trading prohibitions for companies unable to meet audit inspection requirements[156] - The HFCA Act requires the SEC to prohibit trading of an issuer's securities on U.S. exchanges if its auditor is not PCAOB inspected for two consecutive years, increasing risks for companies[165] - The company may face scrutiny and negative publicity similar to other U.S.-listed Chinese companies, which could harm its business operations and stock price[147] - Violations of SAFE Circulars could result in severe penalties, affecting the company's ability to use proceeds from public offerings for investments in PRC companies[182] - The company may be required to expend resources to comply with tax obligations under SAT Bulletin 7 and SAT Bulletin 37, which could adversely affect its financial condition[189] - The company may lose its foreign private issuer status, which could lead to increased regulatory and compliance costs[204] Corporate Governance - The dual-class structure of ordinary shares concentrates voting control with the Chairman and CEO, which may limit shareholder influence[27] - The dual-class share structure allows the Chairman and CEO to control 29.90% of total voting power, potentially leading to decisions that may not align with the interests of other shareholders[129] - The company's board of directors has discretion over dividend distribution, which is subject to certain restrictions under Cayman Islands law[209] - The company may face challenges in finding qualified individuals for its board of directors and executive positions due to increased regulatory requirements[213] Strategic Plans and Investments - The company plans to seek acquisition opportunities, which may involve industries outside of its management's expertise, potentially leading to volatile revenues[25] - The company plans to provide customized software development and technology solutions, focusing on intelligent manufacturing, urban construction, and healthcare industries[98] - The company is exploring mergers and acquisitions to diversify its business, which may pose risks and dilute existing shareholders' ownership[92] - The company’s ability to develop and expand service offerings is critical for future growth, and failure to do so may materially affect its financial condition[107] - The company’s investment in research and development may not yield expected results, potentially hampering growth prospects[111] Market and Economic Conditions - The Chinese economy has experienced uneven growth, with a slowdown since 2021, which could affect discretionary spending and demand for the Company's products[141] - Economic downturns, both locally and globally, could adversely affect business operations and financial condition[85] - The company faces risks related to foreign currency exchange rate fluctuations as all current revenues are generated in Renminbi, with potential future international expansion[142] Intellectual Property and Technology Risks - Unauthorized use of intellectual property by third parties poses risks to business reputation and may require costly enforcement actions[79] - Potential litigation related to intellectual property infringement could incur significant legal expenses and affect service promotion[80] - The company may face challenges in protecting its intellectual property rights related to AI technologies, which could lead to costly litigation or licensing fees[121] - The company faces significant risks associated with the adoption of AI technologies, including potential flaws in algorithms and ethical concerns that could harm its reputation and business[116] - The evolving regulatory landscape for generative AI may impose burdensome laws that could limit product deployment and reduce anticipated demand[119] Internal Controls and Financial Reporting - The company has identified material weaknesses in its internal control over financial reporting, including inadequate segregation of duties and lack of documented policies[215] - The company plans to implement measures to improve internal controls, such as hiring qualified staff and establishing a financial control framework[216] - The company expects to incur significant legal, accounting, and compliance costs as a result of being a public company[212] Shareholder Considerations - The company may require additional capital and may sell additional Class A Ordinary Shares or incur indebtedness, which could result in dilution to shareholders[211] - The company does not expect to pay dividends in the foreseeable future, focusing instead on retaining funds for business development and growth[208] - The company may experience extreme stock price volatility due to its small public float, making it difficult for investors to assess the value of its Class A Ordinary Shares[191] - The market price of the Class A Ordinary Shares could decline due to the future sale of substantial amounts of shares in the public marketplace[197]

GuangZhou, China, April 03, 2025 (GLOBE NEWSWIRE) -- Top Kingwin Ltd (NASDAQ: WAI) is pleased to announce that its subsidiary, Shenzhen Tiancheng Chuangxin Technology Co., Ltd. (“Chuangxin Tech”), has announced its plan of releasing a self-developed Desktop Robot 1.0. This innovative product will integrate artificial intelligence (“AI”) with emotional interaction, aiming to deliver a smarter and more empathetic office and lifestyle experience. As a desktop AI companion, the robot aims to offer multiple prac ...

GuangZhou, China, April 03, 2025 (GLOBE NEWSWIRE) -- Top Kingwin Ltd (NASDAQ:WAI) is pleased to announce that its subsidiary, Shenzhen Tiancheng Chuangxin Technology Co., Ltd. ("Chuangxin Tech"), has announced its plan of releasing a self-developed Desktop Robot 1.0. This innovative product will integrate artificial intelligence ("AI") with emotional interaction, aiming to deliver a smarter and more empathetic office and lifestyle experience. As a desktop AI companion, the robot aims to offer multiple pract ...

Shenzhen, China, Feb. 19, 2025 (GLOBE NEWSWIRE) -- Top KingWin Ltd (“Top KingWin” or the "Company") (Nasdaq: WAI) today announced that on February 18, 2025, it entered into a securities purchase agreement (the “SPA”) to issue a convertible note in the original principal amount of $1,000,000 (the “Note”) to an institutional investor (the “Purchaser”), convertible into its class A ordinary shares, par value of $0.0001 per share (the “Ordinary Shares”), for gross proceeds of $900,000 (the “Offering”). R.F. Laf ...

GuangZhou, China, Nov. 07, 2024 (GLOBE NEWSWIRE) -- Top Kingwin Ltd (NASDAQ: WAI) is pleased to announce that its subsidiary, Guji Technology (Shenzhen) Co., Ltd., has achieved a significant milestone by generating RMB 2million in revenue in October 2024. Top Kingwin Ltd remains committed to investing in its subsidiaries and expanding its hardware sales portfolio to enhance shareholder value. The company looks forward to building on this momentum as it continues to execute its strategic initiatives.About To ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

IPO and Financial Overview - The company completed its initial public offering on April 20, 2023, selling 2,750,000 Class A Ordinary Shares at $4.00 per share, generating approximately $11.0 million in gross proceeds[283]. - Total revenues decreased by 50% or $3,172,343, from $6,294,667 in 2021 to $3,122,324 in 2022[407]. - The company experienced a net loss of $771,483 in 2022 compared to a net income of $2,308,626 in 2021[406]. - General and administrative expenses increased significantly to $2,136,437, representing 68% of total operating expenses in 2022[406]. - The company reported a net cash used in operating activities of $1,395,937 for the year ended December 31, 2022, compared to a net cash provided of $3,774,372 in 2021, indicating a shift in cash flow dynamics[454]. - The company believes its current cash and financing are sufficient to support operations for at least the next 12 months, but may require additional resources for future expansions or acquisitions[462]. Revenue Breakdown - Approximately 64% of total revenues for the fiscal year ended December 31, 2022, were generated from advisory and transaction services[319]. - Revenues from advisory and transaction services decreased from $3,878,847 (62% of total revenues) in 2021 to $2,000,219 (64% of total revenues) in 2022[408]. - Revenues from corporate business training services fell by 83% from $1,467,563 (23% of total revenues) in 2021 to $256,356 (8% of total revenues) in 2022[410]. - Corporate consulting services revenues increased by 3% from $839,531 in 2021 to $862,081 in 2022[411]. - The revenue from corporate business training services accounted for 8% of total revenue in 2022, down from 23% in 2021, indicating a shift in service demand[416]. Client Engagement and Services - The company held over 100 seminars in 2022 across various cities in China, with more than 10,000 attendees participating in its corporate business training services since inception[298][303]. - The company aims to assist SMEs in China in achieving their goals of becoming public companies through tailored fundraising strategies[341]. - The company provides a full suite of consulting services tailored to address clients' strategic financial needs throughout the fundraising process[332]. - The company’s business model focuses on providing tailored services throughout the business life cycle, enhancing client relationships and loyalty[290]. - The company engages in identifying potential clients through various channels, including inbound inquiries and industry conferences, with over 10,000 attendees at its seminars as of December 31, 2021[329]. Regulatory Compliance - The Company operates under the legal framework established by the National People's Congress and various ministries, ensuring compliance with regulations affecting business activities in the PRC[349]. - The Company is not listed on the 2021 Negative List, allowing it to conduct business through its wholly owned PRC subsidiary without restrictions from foreign investment laws[353]. - The Foreign Investment Law, effective from January 1, 2020, implements a pre-establishment national treatment system plus a negative list for foreign investment, which the Company adheres to[354]. - The Company must comply with the Special Administrative Measures for the Access of Foreign Investment, which governs foreign investment in various sectors[353]. - The Company is required to allocate 10% of its after-tax profits to a common reserve, which is not distributable as cash dividends, under the PRC Company Law[372]. Operational Challenges and Future Plans - The impact of the COVID-19 pandemic continued to affect business performance, leading to cancellations and delays in services[403]. - The company plans to enhance client acquisition through free or low-priced seminars to attract new clients[396]. - The company aims to invest in hiring and retaining financial consultancy professionals to sustain growth[400]. - The company has developed a comprehensive range of services to meet the evolving demands of clients, incorporating corporate business training into consulting projects[344]. Financial Performance and Taxation - Gross profit for 2022 was $2,165,212, with a gross margin of 69%, down from $4,937,869 and 78% in 2021, indicating a 9% decrease in overall gross profit rate[417]. - The PRC Enterprise Income Tax Law applies a uniform 25% tax rate on worldwide income for resident enterprises, with specific regulations for foreign entities[386]. - The maximum withholding tax rate on dividend payments from PRC foreign invested companies to overseas investors is 20%, reduced to 10% under certain conditions[372]. - Other net income decreased to $27,194 in 2022 from $42,625 in 2021, primarily due to a reduction in interest income[422].