Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

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 January 2025

 

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 ☐

 

 

 

 

 

 

Entry into a Supplemental Agreement to a Material Contract

 

As previously disclosed in the Form 6-K filed on January 2, 2025, Sky KingWin Ltd (“Sky KingWin”), a wholly-owned subsidiary of Top KingWin Ltd (the “Company”), entered into certain share purchase agreement (the “SPA”) with Industry Insights Consulting LTD (the “Target”), a wholly-owned subsidiary of Sky KingWin, and Bosera Asset Management Co., Ltd., a New York company (the “Purchaser”), which is not an affiliate of the Company or any of its directors or officers. Pursuant to the SPA, the Purchaser agreed to purchase the Target in exchange for cash consideration of USD 480,000 (the “Purchase Price”), the payment of which was due by January 15, 2025.

 

On January 14, 2025, Sky KingWin and the Purchaser entered into a supplemental agreement to the SPA (the “Supplemental Agreement”) and stipulated that the payment date for the Purchase Price is extended until March 31, 2025 (the “Extended Payment Date”). If the Purchase Price is not fully paid by the Extended Payment Date, a penalty of 1% will be applied to the remaining unpaid balance for each day the Purchase Price is delayed. All other terms of the SPA remain unchanged.

  

The form of the SPA was furnished as an exhibit to the Form 6-K filed on January 2, 2025, and a copy of the Supplemental Agreement is furnished as Exhibit 99.1 to this Form 6-K. Such documents are incorporated herein by reference. The foregoing is only a brief summary of the material terms of the SPA and the Supplemental Agreement, 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 exhibits.

 

Exhibits

 

Exhibit No.		Description
99.1		Supplemental Agreement to the Share Purchase Agreement, dated January 14, 2025

 

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: January 21, 2025	By:	/s/ Ruilin Xu
	Name:	Ruilin Xu
	Title:	Chief Executive Officer

 

 

 

2

 

Exhibit 99.1

 

Supplementary Agreement to the Share Purchase Agreement

 

Party A (Seller): Sky KingWin Ltd

Party B (Purchaser): Bosera Asset Management Co., Ltd.

 

Whereas Party A and Party B entered into the “Share Purchase Agreement” (the “Original Agreement” hereinafter) regarding Industry Insights Consulting LTD on December 30, 2024. According to the Original Agreement, Party B was supposed to complete the payment on January 15, 2025. However, for certain reasons, Party B failed to make the payment within the agreed time. After friendly consultations between Party A and Party B, the following supplementary agreement is reached regarding the payment time:

 

I. Change of Payment Time

 

Both parties unanimously agree to change the payment time of the amount that Party B should pay in the Original Agreement from January 15, 2024 to before March 31, 2025. Party B shall ensure that all the payable amounts are fully paid into the bank account designated by Party A before 24:00 on March 31, 2025.

 

II. Unchanged Provisions

 

Except for the payment time provision explicitly changed in this Supplementary Agreement, all other provisions of the Original Agreement remain unchanged. Party A and Party B shall still perform their respective obligations and enjoy corresponding rights in accordance with the provisions of the Original Agreement.

 

III. Liability for Breach of Contract

 

If Party B fails to complete the payment before March 31, 2025 for each day of delay, Party B shall pay a penalty to Party A at a rate of 1% of the unpaid amount. If the delay exceeds 30 days, Party A has the right to terminate the Original Agreement and this Supplementary Agreement, and confiscate the earnest money paid by Party B (if any). At the same time, Party B shall bear all the losses caused to Party A, including but not limited to reasonable expenses such as legal fees, litigation fees, and travel expenses incurred by Party A in claiming its rights.

 

IV. Dispute Resolution

 

In case of any disputes arising during the performance of this Supplementary Agreement, both parties shall first resolve them through friendly consultations. If the consultations fail, either party has the right to file a lawsuit with the people’s court having jurisdiction.

 

V. Agreement Effectiveness

 

This Supplementary Agreement shall come into force as of the date of signature (or seal) by both parties. It is made in two copies, with each party holding one copy, and both copies shall have the same legal effect.

 

 

 

 

Party A:	/s/ Ruilin Xu
Sky KingWin Ltd.
Date: Jan 14, 2025
Party B:	/s/ Donghong Li
Date: Jan 14, 2025

 

 

 

 

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