UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

 

(Amendment No.   )*

 

Top KingWin Ltd

(Name of Issuer)

 

Class A Ordinary Shares, par value US$0.0001 per share

(Title of Class of Securities)

 

G8923U103

(CUSIP Number)

 

December 31, 2023

(Date of Event Which Requires Filing of This Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐Rule 13d-l(b)

 

☐Rule 13d-l(c)

 

☒Rule 13d-l(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. G8923U103

 

1

Names of Reporting Persons.

 

Fern Win Talent Holding Co., Ltd

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ☐

 

(b) ☐
3

SEC Use Only

 

 

4

Citizenship or Place of Organization

 

The British Virgin Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5

Sole Voting Power

 

 

960,0001

6

Shared Voting Power

 

None

7

Sole Dispositive Power

 

960,0001

8

Shared Dispositive Power

 

  None

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

960,0001

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐ 

11

Percent of Class Represented by Amount in Row (9)

 

8.8% of total outstanding Class A ordinary shares2

12

Type of Reporting Person (See Instructions)

 

CO

 

1Represents 960,000 Class A ordinary shares of Top KingWin Ltd (the “Company”) held by Fern Win Talent Holding Co., Ltd (“Fern Win”), 40% of which are ultimately beneficially owned through certain holding companies by Siqi Cao and 60% by Jiaqi Hao. Mr. Cao is the sole director of Fern Win; as a result, Mr. Cao may be deemed to have voting and investment control over the shares owned by Fern Win. Mr. Cao disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

 

2See Item 4.

 

2

 

 

CUSIP No. G8923U103

 

1

Names of Reporting Persons.

 

Siqi Cao

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a) ☐

 

(b) ☐
3

SEC Use Only

 

 

4

Citizenship or Place of Organization

 

The People’s Republic of China

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH		 5

Sole Voting Power

 

 

384,0001

6

Shared Voting Power

 

960,0001

7

Sole Dispositive Power

 

384,0001

8

Shared Dispositive Power

 

 

960,0001

9

Aggregate Amount Beneficially Owned by Each Reporting Person

 

960,0001

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 

☐ 

11

Percent of Class Represented by Amount in Row (9)

 

8.8% of total outstanding Class A ordinary shares2

12

Type of Reporting Person (See Instructions)

 

IN

 

1Represents 960,000 Class A ordinary shares of Top KingWin Ltd (the “Company”) held by Fern Win Talent Holding Co., Ltd (“Fern Win”), 40% of which are ultimately beneficially owned through certain holding companies by Siqi Cao and 60% by Jiaqi Hao. Mr. Cao is the sole director of Fern Win; as a result, Mr. Cao may be deemed to have voting and investment control over the shares owned by Fern Win. Mr. Cao disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

 

2See Item 4.

 

3

 

 

Item l(a). Name of Issuer:

 

Top KingWin Ltd

 

Item l(b).Address of Issuer’s Principal Executive Offices:

 

Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555

North Panyu Avenue, Donghuan Street

Panyu District, Guangzhou, Guangdong Province, PRC

Zip: 511400

 

Item 2(a).Name of Person Filing:

 

Fern Win Talent Holding Co., Ltd

 

Siqi Cao

 

Item 2(b).Address of Principal Business Office, or if None, Residence:

 

For both Fern Win Talent Holding Co., Ltd and Siqi Cao:

 

No. 150, Xinglong Nanli

Yingkou City Station

Yingkou City

Liaoning Province, PRC

 

Item 2(c). Citizenship:

 

Fern Win Talent Holding Co., Ltd: The British Virgin Islands

 

Siqi Cao: The People’s Republic of China

 

Item 2(d). Title of Class of Securities:

 

Class A ordinary shares, par value US$0.0001 per share.

 

Item 2(e). CUSIP Number:

 

G8923U103

 

4

 

 

Item 3.If this Statement is Filed Pursuant to Rule 13d-l(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 780);

 

(b)☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

  (c) ☐ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

  (d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

  (e) ☐ An investment adviser in accordance with Rule 13d-l(b)(l)(ii)(E);

 

  (f) ☐ An employee benefit plan or endowment fund in accordance with Rule 13d-l(b)(l)(ii)(F);

 

  (g) ☐ A parent holding company or control person in accordance with Rule 13d-l(b)(l)(ii)(G);

 

  (h) ☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

  (j) ☐ A non-U.S. institution in accordance with Rule 240.13d-l(b)(l)(ii)(J);

 

  (k) ☐ Group, in accordance with Rule 13d-l(b)(l)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1 (b)(1)(ii)(J), please specify the type of institution: ___ .

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.

 

  (a) The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
     
  (b) The total number of outstanding Class A ordinary shares used to calculate the percent of class is 10,963,040 Class A ordinary shares as provided by the Company on December 27, 2023 in a report on Form 6-K regarding its semi-annual report for the six months ended June 30, 2023.
     
  (c) The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

5

 

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not applicable.

 

Item 10. Certifications.

 

Not applicable.

 

LIST OF EXHIBITS

 

Exhibit No.   Description
A   Joint Filing Agreement

 

6

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 1, 2024

 

Fern Win Talent Holding Co., Ltd  
   
By: /s/ Siqi Cao  
  Name: Siqi Cao  
  Title: Director  

 

Siqi Cao  
   
By: /s/ Siqi Cao  

 

[Signature page to 13G (TCJH)]

 

7

 

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-l(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

 

Date: February 1, 2024

 

  Fern Win Talent Holding Co., Ltd
   
  By: /s/ Siqi Cao
    Name:  Siqi Cao
    Title: Director

 

  Siqi Cao
   
  By: /s/ Siqi Cao

 

[Signature page to joint filing agreement (TCJH 13G)]

 

 

8

 

 

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