November 21, 2024

Ruilin Xu
Chief Executive Officer
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, 511400

       Re: Top KingWin Ltd.
           Registration Statement on Form F-3
           Filed November 6, 2024
           File No. 333-283030
Dear Ruilin Xu:

       We have conducted a limited review of your registration statement and
have the
following comment(s).

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form F-3
Cover Page

1.     Please disclose prominently on the prospectus cover page that you are
not a Chinese
       operating company but a Cayman Islands holding company with operations
conducted
       by your subsidiaries in China and that this holding company structure
involves unique
       risks to investors. Explain whether the holding company structure is
used to provide
       investors with exposure to foreign investment in China-based companies
where
       Chinese law prohibits direct foreign investment in the operating
companies, and
       disclose that investors may never hold equity interests in the Chinese
operating
       company. Your disclosure should acknowledge that Chinese regulatory
authorities
       could disallow this structure, which would likely result in a material
change in your
       operations and/or a material change in the value of the securities you
are registering
 November 21, 2024
Page 2

      for sale, including that it could cause the value of such securities to
significantly
      decline or become worthless. Provide a cross-reference to your detailed
discussion of
      risks facing the company and the offering as a result of this structure.
2.    Provide prominent disclosure about the legal and operational risks
associated with
      being based in or having the majority of the company   s operations in
China. Your
      disclosure should make clear whether these risks could result in a
material change in
      your operations and/or the value of the securities you are registering
for sale or could
      significantly limit or completely hinder your ability to offer or
continue to offer
      securities to investors and cause the value of such securities to
significantly decline or
      be worthless. Your disclosure should address how recent statements and
regulatory
      actions by China   s government, such as those related to the use of
variable interest
      entities and data security or anti-monopoly concerns, have or may impact
the
      company   s ability to conduct its business, accept foreign investments,
or list on a U.S.
      or other foreign exchange. Please disclose the location of your auditor
s headquarters
      and whether and how the Holding Foreign Companies Accountable Act, as
amended
      by the Consolidated Appropriations Act, 2023, and related regulations
will affect your
      company. Your prospectus summary should address, but not necessarily be
limited to,
      the risks highlighted on the prospectus cover page. Lastly, please
include cross-
      references to the individual risk factors identified on the cover page.
3.    Clearly disclose how you will refer to the holding company and
subsidiaries when
      providing the disclosure throughout the document so that it is clear to
investors which
      entity the disclosure is referencing and which subsidiaries or entities
are conducting
      the business operations. Disclose clearly the entity (including the
domicile) in which
      investors are purchasing an interest.
4.    We note your disclosure on page 32 that all your assets are "located
outside of the
      United States." We also note that all your directors and officers "are
residents of
      jurisdictions other than the United States and all or a substantial
portion of their assets
      are located outside the United States." To the extent that you have
operations or
      directors and officers located in Hong Kong, please disclose on the cover
page how
      regulatory actions related to data security or anti-monopoly concerns in
Hong Kong
      have or may impact the company   s ability to conduct its business,
accept foreign
      investment or list on a U.S./foreign exchange.
5.    Please revise here and the section captioned "Our Business" to provide a
description
      of how cash is transferred through your organization. State whether any
transfers,
      dividends, or distributions have been made to date between the holding
company and
      its subsidiaries, or to investors, and quantify the amounts where
applicable as well as
      any tax consequences. Lastly, please provide a cross-reference to the
consolidated
      financial statements.
6.    Please amend your disclosure here and in the summary of risk factors
section to state
      that, to the extent cash or assets in the business is in the PRC/Hong
Kong or a
      PRC/Hong Kong entity, the funds or assets may not be available to fund
operations or
      for other use outside of the PRC/Hong Kong due to interventions in or the
imposition
      of restrictions and limitations on the ability of you or your
subsidiaries by the PRC
      government to transfer cash or assets. On the cover page, provide
cross-references to
      these other discussions in the summary of risk factors and risk factors
sections.
 November 21, 2024
Page 3

7.    Discuss whether there are limitations on your ability to transfer cash
between you,
      your subsidiaries or investors. Provide a cross-reference to your
discussion of this
      issue in your summary, summary of risk factors and risk factors sections,
as well.
8.    To the extent you have cash management policies that dictate how funds
are
      transferred between you, your subsidiaries or investors, summarize the
policies on
      your cover page and in the prospectus summary, and disclose the source of
such
      policies (e.g., whether they are contractual in nature, pursuant to
regulations, etc.);
      alternatively, state on the cover page and in the prospectus summary that
you have no
      such cash management policies that dictate how funds are transferred.
Provide a
      cross-reference on the cover page to the discussion of this issue in the
prospectus
      summary.
Commonly Used Defined Terms, page iii

9.    We note that your definition of China and the PRC excludes Hong Kong.
Please
      revise to state here, or in an appropriate discussion of legal and
operational risks, that
      the legal and operational risks associated with operating in China also
apply to
      operations in Hong Kong.
Our Business, page 1

10.   Please revise this section to clearly disclose that the company uses a
structure that
      involves subsidiaries in Hong Kong and China and what that entails.
Describe how
      this type of corporate structure may affect investors and the value of
their investment,
      including how and why it may be less effective than direct ownership.
Additionally,
      please identify the entity (including the domicile) in which investors
are purchasing
      their interest and the entity(ies) in which the company's operations are
conducted.
      Lastly, please revise the diagram of the company's organizational
structure on page 2
      to identify the shareholders and their percentage shareholdings in Top
KingWin Ltd.
11.   Please include here a summary of risk factors and disclose the risks that
your
      corporate structure and being based in or having the majority of the
company   s
      operations in China poses to investors. In particular, describe the
significant
      regulatory, liquidity, and enforcement risks with cross-references to the
more detailed
      discussion of these risks in the prospectus. For example, specifically
discuss risks
      arising from the legal system in China, including risks and uncertainties
regarding the
      enforcement of laws and that rules and regulations in China can change
quickly with
      little advance notice; and the risk that the Chinese government may
intervene or
      influence your operations at any time, or may exert more control over
offerings
      conducted overseas and/or foreign investment in China-based issuers,
which could
      result in a material change in your operations and/or the value of the
securities you are
      registering for sale. Acknowledge any risks that any actions by the
Chinese
      government to exert more oversight and control over offerings that are
conducted
      overseas and/or foreign investment in China-based issuers could
significantly limit or
      completely hinder your ability to offer or continue to offer securities
to investors and
      cause the value of such securities to significantly decline or be
worthless.
 November 21, 2024
Page 4

       Lastly, please ensure that each summary risk factor related to your
operations in China
       is accompanied by a cross-reference (title and page) to the relevant
individual detailed
       risk factor.
12.    Please revise here to disclose each permission or approval that you or
your
       subsidiaries are required to obtain from Chinese authorities to operate
your business
       and to offer your securities to foreign investors. State whether you or
your subsidiaries
       are covered by permissions requirements from the China Securities
Regulatory
       Commission (CSRC), Cyberspace Administration of China (CAC) or any other
       governmental agency that is required to approve your operations, and
state
       affirmatively whether you have received all requisite permissions or
approvals and
       whether any permissions or approvals have been denied. In doing so,
explain how you
       arrived at your conclusion and the basis for your conclusion. Please
also describe the
       consequences to you and your investors if you or your subsidiaries: (i)
do not receive
       or maintain such permissions or approvals, (ii) inadvertently conclude
that such
       permissions or approvals are not required, or (iii) applicable laws,
regulations, or
       interpretations change and you are required to obtain such permissions
or approvals in
       the future.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Rucha Pandit at 202-551-6022 or Dietrich King at
202-551-8071 with
any questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Trade &
Services
cc:   Joan Wu