Exhibit 99.1

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

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 22, 2025

TO THE SHAREHOLDERS OF TOP KINGWIN LIMITED:

Notice is hereby given that Top KingWin Limited, an exempted company incorporated in the Cayman Islands with limited liability(the “Company” or “WAI”), will hold its extraordinary general meeting of shareholders at 9:00 A.M., Eastern Time, on April 22, 2025 (the “Extraordinary Meeting”) at Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donghuan Street, Panyu District, Guangzhou, Guangdong Province, China for the purpose of considering and if thought fit, passing the following resolutions:

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL OF THE PROPOSALS LISTED ABOVE.

Only shareholders at the close of business on March 21, 2025, New York time (the “Record Date”) can vote at the Extraordinary Meeting or at any adjournment that may take place.  

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE AND YOU APPOINT THE CHAIR OF THE EXTRAORDINARY MEETING AS YOUR PROXY, YOUR SHARES WILL BE VOTED “FOR” ALL OF THE PROPOSALS LISTED ABOVE. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF WHO YOU WISH TO APPOINT AS YOUR PROXY, THE CHAIR OF THE EXTRAORDINARY MEETING WILL BE APPOINTED AS YOUR PROXY.

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present at the meeting if at least two of the class A ordinary shares, par value of USD0.0001 each (“Class A Ordinary Shares”) and class B ordinary shares, par value of USD0.0001 each (“Class B Ordinary Shares”), voting together as a single class, entitled to vote at the Extraordinary Meeting are represented in person or by proxy. If a quorum is not present within 15 minutes of the time appointed for the Extraordinary Meeting, then the Extraordinary Meeting shall stand adjourned to the same time and place seven days hence, or to such time and (where applicable) such place as is determined by the directors of the Company in accordance with the provisions of our existing articles of association.

On the Record Date, we had 180,211,267 Class A Ordinary Shares and 3,786,960 Class B Ordinary Shares outstanding and entitled to vote. Each holder of record of Class A Ordinary Shares on that date will be entitled to one (1) vote for each share held on all matters to be voted upon. Each holder of record of Class B Ordinary Shares on that date will be entitled to twenty (20) votes for each share held on all matters to be voted upon.

We are providing this notice and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the Extraordinary Meeting and at any adjournments or postponements of the Extraordinary Meeting.

We cordially invite all shareholders to attend the Extraordinary Meeting in person. However, shareholders entitled to attend and vote are also entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. If you are a shareholder of the Company and whether or not you expect to attend the Extraordinary Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the Extraordinary Meeting.  If you send in your form of proxy and then decide to attend the Extraordinary Meeting to vote your shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the notice. Whether or not you plan to attend the Extraordinary Meeting, we urge you to read this notice carefully and to vote your shares. Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating, and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker, or other nominee, you will need to follow the instructions provided to you by your bank, broker, or other nominee to ensure that your shares are represented and voted at the Extraordinary Meeting. If you sign, date, and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals to be considered at the Extraordinary Meeting.

I want to thank all of our shareholders as we look forward to what we believe will be an exciting future for our business.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U. S. STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING NOTICE OR PASSED UPON THEIR MERITS OR FAIRNESS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE NOTICE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TOP KINGWIN LTD 

NOTICE OF EXTRAORDINARY MEETING OF SHAREHOLDERS

GENERAL

Top KingWin Ltd, a Cayman Islands company (the “Company”), is holding an Extraordinary General Meeting of shareholders on April 22, 2025 at 9:00 a.m., Eastern Time, or at any adjournment or postponement thereof (the “Extraordinary Meeting”). The Extraordinary Meeting will be held at our headquarters located Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donghuan Street, Panyu District, Guangzhou, Guangdong Province, China.

RECORD DATE, SHARE OWNERSHIP AND QUORUM

Holders of Class A ordinary shares, par value US$ $0.0001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares, par value US$ $0.0001 per share (the “Class B Ordinary Shares”, collectively, the “Ordinary Shares”) as of the close of business on March 21, 2025, Eastern Time, are entitled to vote at the Extraordinary Meeting. As of March 21, 2025, 180,211,267 Class A Ordinary Shares and 3,786,960 Class B Ordinary Shares were issued and outstanding. Two or more holders of Ordinary Shares, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for all purposes.

RESOLUTIONS TO BE VOTED ON

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” ALL OF THE PROPOSALS LISTED ABOVE.

VOTING AND SOLICITATION

Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the Extraordinary Meeting. Each Class B Ordinary Share shall be entitled to twenty (20) votes on all matters subject to the vote at the Extraordinary Meeting.

At the Extraordinary Meeting, every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall be decided on a poll. The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required for each ordinary resolution. The affirmative vote of two thirds of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required for each special resolution.  In computing the majority when a poll is demanded, regard shall be had to the number of votes to which each holder of Ordinary Shares is entitled.

The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers, and regular employees, without additional compensation, in person or by telephone or electronic mail.  Copies of solicitation materials will be furnished to banks, brokers, fiduciaries, and custodians holding in their names our Ordinary Shares beneficially owned by others to forward to those beneficial owners.

VOTING BY HOLDERS OF ORDINARY SHARES

When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the Extraordinary Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Extraordinary Meeting.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary Meeting.

Please refer to this proxy statement for information related to the proposals.

REVOCABILITY OF PROXIES

Even if you execute a proxy, you retain the right to revoke it and to change your vote by notifying us at any time before your proxy is voted. Such revocation may be effected by following the instructions for voting on your proxy card. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given therein. However, if you are shareholder of record, delivery of a proxy would not preclude you from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy and authority granted to such proxy shall be deemed to be revoked. If the Extraordinary Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary Meeting (except for any proxies that have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter at a previous Extraordinary Meeting.

RESOLUTION 1

TO APPROVE, CONFIRM AND RATIFY THE SHARE CONSOLIDATION

General

The Company received a notification letter from The Nasdaq Stock Market LLC (“Nasdaq”) on June 7, 2024, which notified the Company that it was not in compliance with the minimum bid price requirement set forth in the Nasdaq Listing Rules. Nasdaq Listing Rule 5450(a)(1) requires listed securities to maintain a minimum bid price of US$1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s ordinary shares for the 30 consecutive business days from April 25 through June 6, 2024, the Company no longer met the minimum bid price requirement.

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until December 4, 2024, to regain compliance with Nasdaq Listing Rule 5450(a)(1). To regain compliance, the Company’s ordinary shares must have a closing bid price of at least US$1.00 for a minimum for 10 consecutive business days and shall not have a closing bid price of $0.10 or less for ten consecutive trading days during the compliance period. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii), upon the Company not being in compliance as of December 4, 2024, the Company was afforded an additional 180 day compliance period, or until June 2, 2025, provided that as of December 4, 2024 the Company met the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on the Nasdaq Capital Market (except the bid price requirement) based on the Company’s most recent public filings and market information and notifies Nasdaq of its intent to cure this deficiency.

As a result, the Company, and the board of directors (the “Board”) deems that it is of the best interests of the Company and the shareholders to complete a share consolidation so that it will be able to meet the minimum bid price requirement. The Board believes that it is in the best interest of the Company and the shareholders, and is hereby soliciting shareholders’ votes to approve, confirm, and ratify the Share Consolidation.

The Share Consolidation must be passed by ordinary resolution which requires the affirmative vote of a simple majority of the votes cast at the Extraordinary Meeting by the shareholders present in person or represented by proxy and entitled to vote on such proposals, either in person, by proxy or by authorized representative.

The Share Consolidation has been implemented simultaneously for all Ordinary Shares. The Share Consolidation affects all shareholders uniformly and has no effect on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional shares (see below).

Registration and Trading of our Class A Ordinary Shares

The Share Consolidation does not affect our obligation to publicly file financial and other information with the U.S. Securities and Exchange Commission (the “SEC”). In connection with the Share Consolidation, the CUSIP number of our Class A Ordinary Shares (which is an identifier used by participants in the securities industry to identify our Class A Ordinary Shares) will be updated.

Fractional Shares

No fractional shares will be issued to any shareholders in connection with the Share Consolidation. Each shareholder will be entitled to receive one ordinary share in lieu of the fractional share that resulted from the Share Consolidation. There will be additional Class A Ordinary Shares issued as round-up shares.

Reasons for the Share Consolidation

As discussed above, the Share Consolidation is for regaining compliance with Nasdaq Listing Rule 5450(a)(1). To regain compliance, the Company’s Class A Ordinary Shares must have a closing bid price of at least US$1.00 for a minimum for 10 consecutive business days and shall not have a closing bid price of $0.10 or less for ten consecutive trading days during the compliance period, no later than June 2, 2025. The Board deems it is of the best interests of the Company and the shareholders to complete a Share Consolidation so that it is able to meet the minimum bid price requirement.

In addition, the Board also believes that the increased market price of our Class A Ordinary Shares as a result of implementing the Share Consolidation could improve the marketability and liquidity of our Class A Ordinary Shares and may encourage interest and trading in our Class A Ordinary Shares. The Share Consolidation allowed a broader range of institutions to invest in our Class A Ordinary Shares (namely, funds that are prohibited from buying stock whose price is below a certain threshold), potentially increasing the trading volume and liquidity of our Class A Ordinary Shares. The Share Consolidation could help increase analyst and broker interest in the Class A Ordinary Shares, as their policies can discourage them from following or recommending companies with low stock prices. Because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced stocks or tend to discourage individual brokers from recommending low-priced stocks to their customers. Some of those policies and practices may make the processing of trades in low-priced stocks economically unattractive to brokers. Additionally, because brokers’ commissions on low-priced stocks generally represent a higher percentage of the stock price than commissions on higher-priced stocks, a low average price per share of our Class A Ordinary Shares can result in individual shareholders paying transaction costs representing a higher percentage of their total share value than would be the case if the share price were higher.

Determination of the Ratio for the Share Consolidation

In determining the combination ratio to use, the Company considered numerous factors, including the historical and projected performance of our Ordinary Shares, the effect of the consolidation ratio on our compliance with other Nasdaq listing requirements, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our Ordinary Shares in the period following the effectiveness of the Share Consolidation. The Company also considered the impact of the consolidation ratios on investor interest.

Principal Effects of the Share Consolidation

After the effective date of the Share Consolidation, each shareholder owns a reduced number of shares of the Company. Except for adjustments that may result from the treatment of fractional shares as described above, the Share Consolidation affects all shareholders uniformly. The proportionate voting rights and other rights and preferences of the shareholders were not affected by the Share Consolidation (other than as a result of the payment of cash in lieu of fractional shares). For example, a holder of 2% of the voting power of the outstanding shares of our Ordinary Shares immediately prior to a Share Consolidation continues to hold 2% of the voting power of the outstanding shares of our Ordinary Shares immediately after such Share Consolidation. The number of shareholders of record also will not be affected by the proposed Share Consolidation.

The following table contains approximate number of issued and outstanding shares of Ordinary Shares following a 25:1 Share Consolidation, without giving effect to any adjustments for fractional shares of Ordinary Shares or the issuance of any derivative securities, as of March 21, 2025.

Risks Associated with the Share Consolidation 

We cannot predict whether the Share Consolidation will increase the market price for our Class A Ordinary Shares. The history of similar share combinations for companies in like circumstances is varied, and the market price of our Class A Ordinary Shares will also be based on our performance and other factors, some of which are unrelated to the number of shares outstanding. Further, there are a number of risks associated with the Share Consolidation, including:

Book-Entry Shares 

Shareholders who hold uncertificated shares (i.e., shares held in book-entry form and not represented by a physical share certificate), either as direct or beneficial owners, had their holdings electronically adjusted automatically by our transfer agent (and, for beneficial owners, by their brokers or banks that hold in “street name” for their benefit, as the case may be) to give effect to the Share Consolidation. Shareholders who hold uncertificated shares as direct owners was sent a statement of holding from our transfer agent that indicates the number of post-Share Consolidation Ordinary Shares owned in book-entry form.

Certificated Shares

As soon as practicable after the effective time of the Share Consolidation, shareholders were notified that the Share Consolidation has been effected. Our transfer agent acted as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-consolidation shares were asked to surrender to the exchange agent certificates representing pre- consolidation shares in exchange for certificates representing post-consolidation shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by us or our exchange agent. No new certificate was issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Any pre-consolidation shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, were automatically exchanged for post-Share Consolidation Ordinary Shares.

SHAREHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO. 

Accounting Matters 

The Share Consolidation does not affect the share capital account on our balance sheet. The stated capital component was reduced proportionately based upon the Share Consolidation and the additional paid-in capital component was increased with the amount by which the stated capital is reduced. Immediately after the Share Consolidation, the per share net income or loss and net book value of our Ordinary Shares were increased because there were fewer shares outstanding. All historic share and per share amounts in our financial statements and related footnotes will be adjusted accordingly for the Share Consolidation. 

No Going Private Transaction 

Notwithstanding the decrease in the number of outstanding shares following the proposed Share Consolidation, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Material United States Federal Income Tax Consequences of the Share Consolidation

Each shareholder should consult its tax advisor as to the particular facts and circumstances which may be unique to such shareholder and also as to any estate, gift, state, local or foreign tax considerations arising out of the Share Consolidation.

Interests of Directors and Executive Officers

Our directors and executive officers have no substantial interests, directly or indirectly, in the matters set forth in this proposal except to the extent of their ownership of shares.

Right to Abandon Share Consolidation

The Board may, in its sole discretion, choose not to proceed with the Share Consolidation, even if shareholders have voted in favor of Proposal 1 (the Share Consolidation). If this occurs, it will not affect the effectiveness of the other proposals. 

Resolutions

The Board proposes to solicit shareholder approval to effect a combination of the Company’s authorized and issued share capital, at a ratio of twenty-five-for-one, at any time prior to June 2, 2025. The resolutions be put to the shareholders to consider and to vote upon at the Extraordinary Meeting in relation to consolidating the authorized share capital of the Company are:

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the Share Consolidation.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 1, TO APPROVE THE SHARE CONSOLIDATION OF THE COMPANY’S SHARES AS DESCRIBED IN THIS RESOLUTION 1.

RESOLUTION 2

TO APPROVE THE INCREASE OF THE COMPANY’S AUTHORIZED SHARE CAPITAL

General

The Board believes that it is in the best and commercial interest of the Company and the shareholders, and is hereby soliciting shareholder approval, to increase the authorized number of the Company’s Class A Ordinary Shares to 10,000,000,000 by increasing the Company’s authorized share capital.  

The Increase of Authorized Share Capital must be passed by an ordinary resolution which requires the affirmative vote of a simple majority of the votes cast at the Extraordinary Meeting by the shareholders present in person or represented by proxy and entitled to vote on such proposals, either in person, by proxy or by authorized representative and is subject to the Share Consolidation being effected. The resolutions be put to the shareholders to consider and to vote upon at the Extraordinary Meeting in relation to amending the authorized share capital of the Company are:

subject to approval by the shareholders of Resolution 1 (the Share Consolidation) and immediately following the Share Consolidation, the authorized share capital of the Company be increased from USD50,000 divided into (i) 12,000,000 class A ordinary shares of par value USD0.0025 each and (ii) 8,000,000 class B ordinary shares of par value USD0.0025 each to USD31,250,000 divided into 10,000,000,000 class A ordinary shares of par value USD0.0025 each and 2,500,000,000 class B ordinary shares of par value USD0.0025 each (the “Increase of Authorized Share Capital”).”

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the Increase of Authorized Share Capital.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 2, TO APPROVE THE INCREASE OF AUTHORIZED SHARE CAPITAL OF THE COMPANY AS DESCRIBED IN THIS RESOLUTION 2.

RESOLUTION 3

TO APPROVE THE 2025 INCENTIVE PLAN

General 

The Compensation Committee of the Board has recommended that the Company should maintain an equity incentive plan pursuant to which the Company may offer selected officers, directors, employees of and consultants to the Company and its subsidiaries the opportunity to acquire or increase equity ownership in the Company.

The Board intends to adopt, subject to shareholders’ approval, the TOP KINGWIN LTD 2025 Equity Incentive Plan (the “Plan“). The Plan is designed to enable the flexibility to grant equity awards to our key management employees, directors, and consultants and to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board and/or the Compensation Committee.

Summary of the Plan

The following description of certain features of the Plan is intended to be a summary only. The summary is qualified in its entirety by the full text of the Plan, which is attached hereto as Appendix A to this Notice.

Maximum Shares Allowable. The maximum aggregate number of the class A and class B ordinary shares that could potentially be issued under the Plan is no more than 15% of the number of issued and outstanding class A and class B ordinary shares, respectively, as of the Record Date.

Administration. The Plan will be administered by our Compensation Committee (the “Administrator”).

Eligibility. Any individual who is an employee, including officers, employed by the Company or any affiliate of the Company, a non-employee director, or a consultant, as defined in the Plan, of the Company or any affiliate of the Company is eligible to participate in the Plan, subject to the discretion of the Administrator.

Options. The Administrator is authorized to grant options to eligible persons in such amounts as the Administrator will determine in its sole discretion.

Term of the Options. It will continue in effect for a term of ten (10) years unless terminated earlier.

Restrictive Shares. The Administrator may grant restricted shares to eligible persons in such amounts as the Administrator will determine in its sole discretion.

Transfer Restrictions. Except as permitted by the Administrator, and subject to all the transfer restrictions under the applicable laws and regulations and restrictions set forth in the applicable award agreement, all Awards are non-transferable.

the Company’s 2025 Equity Incentive Plan and all transactions contemplated thereunder, including the reservation and issuance of shares be and are hereby approved and adopted (the “2025 Equity Incentive Plan Proposal”).

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a two-thirds majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the 2025 Incentive Plan.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 3, TO APPROVE THE 2025 INCENTIVE PLAN AS DESCRIBED IN THIS RESOLUTION 3.

RESOLUTION 4

TO APPROVE THE CHANGES OF RIGHTS ATTACHED TO CLASS B ORDINARY SHARES

General

Our Board has proposed to the shareholders to approve, as a special resolution, the increase of the voting rights attached to each Class B Ordinary Share to forty (40) votes on any and all matters on a poll at a general meeting of the Company.

Rationale of the Changes of Rights

Currently, in respect of all matters subject to a shareholder’s vote, each Class B Ordinary Share is entitled to twenty votes, and each Class A Ordinary Share is entitled to one vote, voting together as one class. No business shall be transacted at any general meeting unless a quorum of members is present at the time. An ordinary resolution requires the affirmative vote of a simple majority of the votes cast, while a special resolution requires the affirmative vote of at least two-thirds of votes cast at a general meeting. A special resolution is required for certain important matters set out in our memorandum and articles of association, as amended from time to time.

Class B Ordinary Shares are issued to and held by Ruilin Xu, chairman of the Board of the Company. The Board believes that increasing the voting power of the Company’s Class B Ordinary Shares from 20 votes per share to 40 votes per share will offer the holders of the Class B Ordinary Shares greater control over corporate actions. A majority of the members of our Board are independent and all of our directors’ act in accordance with their fiduciary duties and in the best interests of our shareholders. We believe the independent members of the Board provide effective oversight and represent the interests of all shareholders. The Board believes that our capital structure contributes to our stability and insulates our Board and management from short-term pressures, which allows them to focus on our mission and long-term success. The Board believes our capital structure is beneficial to shareholders as it reduces the risk of disruption in the continuity of our operational policies and long-range goals, permits our management to pursue strategies that it believes will enhance long-term shareholder value, and has contributed to our success over the years.

As of the Record Date, Ruilin Xu, the chairman of the Board, holds 480,000 Class A Ordinary Shares indirectly and 3,786,960 Class B Ordinary Shares directly, owning 30% of the total voting power. The vision and leadership of Mr. Xu have guided us from our inception, and he is deeply invested in our long-term success. Under Mr. Xu’s leadership, we have navigated important opportunities and challenges.

If this Proposal 4 is approved, Mr. Xu’s voting power will increase to 46% upon effectiveness of the Change of Rights. The Board believes that in light of the increase of our authorized share capital discussed in Proposal 2, increasing the voting power of the Class B Ordinary Shares to 40 votes per share will allow the management to enhance its ability to focus and carry out the Company’s long-term goals.

Effects of the Changes of Rights

Although the Board believes that the Changes of Rights is in the best and commercial interests of our Company and shareholders, the voting rights of our Class A Ordinary Shares will be diluted if this Proposal 4 is approved. On the Record Date, there were 180,211,267 Class A Ordinary Shares issued and outstanding, representing 180,211,267 votes or 70.4% of the total voting power, and 3,786,960 Class B Ordinary Shares issued and outstanding, representing 75,739,200 votes or 29.6% of the total voting power. Assuming this Proposal 4 is approved, holders of Class A Ordinary Shares represent 54.3% of the total voting power, and holders of Class B Ordinary Shares represent 45.7% of the total voting power.

the increase of the voting rights attached to each Class B Ordinary Share to forty (40) votes per Class B Ordinary Share on any and all matters on a poll at any general meeting of the Company be and is hereby approved.”

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a two-thirds majority of the votes of the holders of Class A Ordinary Shares present in person or represented by proxy and entitled to vote as a sperate class at the Extraordinary Meeting, and if a quorum is present, the affirmative vote of a two-thirds majority of the votes of the holders of Class B Ordinary Shares present in person or represented by proxy and entitled to vote as a separate class at the Extraordinary Meeting, will be required to approve the Changes of Rights.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 4, TO APPROVE THE CHANGES RIGHTS OF HOLDERS OF CLASS B ORDINARY SHARES AS DESCRIBED IN THIS RESOLUTION 4.

RESOLUTION 5

TO APPROVE THE AMEDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

General

Our Board has determined, subject to the Share Consolidation Proposal, the Increase of Authorized Class A Ordinary Shares and Authorized Share Capital, and the Change of Class B Ordinary Shares Voting Rights, it is advisable and in the best interests of the Company and its shareholders, for the Company to adopt a second amended and restated memorandum and articles of association in the form as attached hereto as Appendix B (the “Amended M&AA”) to reflect, inter alias, the Share Consolidation, the Increase of Authorized Class A Ordinary Shares and Authorized Share Capital, and the Change of Class B Ordinary Shares Voting Rights to the extent each is effected (the “M&AA Amendment”).

A draft form of the Amended M&AA is attached to this notice as Appendix B. The draft form of the Amended M&AA assumes that the shareholders have approved the Share Consolidation, the Increase of Authorized Share Capital and the Change of Class B Ordinary Shares Voting Rights. The resolutions be put to the shareholders to consider and to vote upon at the Extraordinary Meeting to adopting the Amended M&AA for and on behalf of the Company are: 

subject to approval by the shareholders of Resolution 1 (the Share Consolidation), Resolution 2 (the Increase of Authorized Share Capital) and Resolution 4 above (the Change of Class B Ordinary Shares Voting Rights), with effect from the effective date of the Share Consolidation and the Increase of Authorized Share Capital,  the second amended and restated memorandum and articles of association in the form as attached hereto as Appendix B (the “Amended M&AA”) be and are hereby approved and adopted as the new memorandum and articles of association of the Company in substitution for and to the exclusion of the existing amended and restated memorandum and articles of association of the Company to reflect, inter alias, the Share Consolidation, the Increase of Authorized Share Capital and the Change of Class B Ordinary Shares Voting Rights.”

Vote Required and Board Recommendation

If a quorum is present, the affirmative vote of a two-thirds majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary Meeting will be required to approve the M&AA Amendment.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 5, TO APPROVE THE ADOPTION OF THE AMENDED M&AA OF THE COMPANY AS DESCRIBED IN THIS RESOLUTION 5.

RESOLUTION 6

TO AUTHORIZE DIRECTORS

General

any one or more of the directors and officers of the Company be and is hereby authorized to do all such acts and things and execute all such documents and deliver all such documents, which are ancillary to the Share Consolidation, the Increase of Authorized Share Capital and the adoption of the Amended M&AA, including but not limited to, determining the exact effective date of the Share Consolidation and the Increase of Authorized Share Capital and making any relevant registrations and filings with any authorities in accordance with the applicable laws, rules and regulations, as any of them considers necessary, desirable or expedient to give effect to the foregoing arrangements for the Share Consolidation and the Increase of Authorized Share Capital; the registered office provider of the Company be instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in connection with the Share Consolidation and the Increase of Authorized Share Capital; and the Company’s transfer agent be instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director of the Company be instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly.”

Vote Required and Board Recommendation

The approval of the authorization of directors requires the affirmative vote of a simple majority of the votes cast by shareholders who, as being entitled to do so, vote in person or, by proxy or, in the case of a shareholder being a corporation, by its duly authorized representative at the Extraordinary Meeting.

THE BOARD RECOMMENDS A VOTE “FOR” RESOLUTION 6, TO APPROVE TO AUTHORIZE DIRECTORS AS DESCRIBED IN THIS RESOLUTION 6.

OTHER MATTERS

We know of no other matters to be submitted to the Extraordinary Meeting.  

Appendix A

TOP KINGWIN LTD

2025 EQUITY INCENTIVE PLAN

1. Purposes of the Plan. Top KingWin Ltd, a Cayman Islands company (the “Company”) hereby establishes the TOP KINGWIN LTD 2025 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to promote the long-term success of the Company and the creation of shareholder value by (a) encouraging Employees, Directors and Consultants to focus on the Company’s performance, (b) encouraging the attraction and retention of Employees, Directors and Consultants with exceptional qualifications, and (c) providing incentives that align the interests of Employees, Directors and Consultants with those of the shareholder of the Company. The Plan permits the grant of Incentive Share Options, Nonstatutory Share Options, Restricted Shares, Restricted Share Units, Share Appreciation Rights, Performance Units, and Performance Shares as the Administrator may determine.

2. Definitions. The following definitions will apply to the terms in the Plan:

“Administrator” means the Board or any of its Committees as will be administering the Plan, in accordance with Section 4.

“Affiliate” means any corporation, partnership, limited liability company, limited liability partnership, business trust, or other entity or person controlling, controlled by or under common control of the Company, as determined by the Administrator in its sole discretion.

“Applicable Laws” means the legal requirements relating to the Plan and the Awards under applicable provisions of the corporate, securities, tax and other laws, rules, regulations and government order, and the rules of any applicable stock exchange, of any jurisdiction applicable to Awards granted to residents therein.

“Award” means, individually or collectively, a grant under the Plan of Options, SARs, Restricted Shares, Restricted Share Units, Performance Units, and Performance Shares.

“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

“Board” means the Board of Directors of the Company, as constituted from time to time.

“Cause” means, with respect to a Participant, unless in the case of a particular Award, the particular Award Agreement states otherwise, (a) the Company or the relevant Affiliate, having “cause,” “just cause” or term of similar meaning or import, to terminate a Participant’s employment or service, as defined in any employment, consulting or services agreement with the Participant in effect at the time of such termination, or (b) in the absence of any such employment, consulting or services agreement (or the absence of any definition of “cause,” “just cause” or term of similar meaning or import contained therein), the following events or conditions, as determined by the Administrator in its sole discretion:

“Change in Control” means the occurrence of any of the following events:

For avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. The foregoing notwithstanding, if the Award constitutes non-qualified deferred compensation under Section 409A of the Code, in no event shall a Change in Control be deemed to have occurred unless such change shall satisfy the definition of a change in control under Section 409A of the Code.

“Code” means the Internal Revenue Code of 1986, as amended. Any reference in the Plan to a section of the Code will be a reference to any successor or amended section of the Code.

“Committee” means a committee appointed by the Board that consists of one or more Board members or other individuals satisfying all Applicable Laws. As of the Effective Date, and until otherwise determined by the Board, the Compensation Committee of the Board will serve as the Committee.

“Company” means Top KingWin Ltd, a Cayman Islands company, or any successor thereto. For purposes of the Plan, the term “Company” shall include any present or future Parent and Subsidiary.

“Class A Ordinary Share” means a Class A ordinary share of the Company, par value of $0.0025 per share.

“Class B Ordinary Share” means a Class B ordinary share of the Company, par value of $0.0025 per share.

“Consultant” means any person, including an advisor, but who is not an Employee or an Director, engaged by the Company or any Affiliate of the Company to render services to such entity if: (i) such person renders bona fide services to the Company or any Affiliate; (ii) the services rendered by such person are not in connection with the offer or sale of securities in a capital-raising transaction and do not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) such person is a natural person who has contracted directly with the Company or any Affiliate to render such services.

“Director” means a member of the Board or any board of directors (or similar governing authority) of any Affiliate, including a non-employee Director.

“Disability” unless otherwise defined in an Award Agreement, means that the Participant qualifies to receive long-term disability payments under the Company’s or any Affiliate’s long-term disability insurance program, as it may be amended from time to time, to which the Participant provides services regardless of whether the Participant is covered by such policy. If the Company or an Affiliate to which the Participant provides service does not have a long-term disability plan in place, “Disability” means that a Participant is unable to carry out the responsibilities and functions of the position held by the Participant by reason of any medically determinable physical or mental impairment for a period of not less than ninety (90) consecutive days. A Participant will not be considered to have incurred a Disability unless he or she furnishes proof of such impairment sufficient to satisfy the Administrator in its discretion.

“Employee” means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exercise Price” in the case of an Option, means the amount for which one Share may be purchased upon exercise of such Option, as specified in the applicable Option Award Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Share in determining the amount payable upon exercise of such SAR.

“Fair Market Value” means, as of any date, the value of Shares determined as follows:

“Grant Date” means, for all purposes, the date on which the Administrator completes the corporate action authorizing the grant of an Award or such later date specified by the Administrator, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date. Notice of the Administrator’s determination to grant an Award will be provided to each Participant within a reasonable time after the Grant Date.

“Incentive Share Option” or “ISO” means an Option that by its terms qualifies and is otherwise intended to qualify as an Incentive Share Option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

“Memorandum and Articles of Association” means the Company’s Amended and Restated Memorandum of Association dated July 23, 2022, and the Company’s Amended and Restated Articles of Association dated July 23, 2022, including any amendments to either of the foregoing.

“Nonstatutory Share Option” or “NSO” means an Option that by its terms does not qualify or is not intended to qualify as an ISO.

“Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

“Option” means a share option granted pursuant to the Plan.

“Optionee” means the holder of an outstanding Option.

“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

“Participant” means the holder of an outstanding Award.

“Performance Period” means any fiscal year of the Company or such other period as determined by the Administrator in its sole discretion.

“Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine pursuant to Section 10 hereof.

“Period of Restriction” means the period during which Restricted Shares or Restricted Share Units are subject to forfeiture.

“Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance goals or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10 hereof.

“Plan” means this TOP KINGWIN LTD 2025 Equity Incentive Plan, as it may be amended from time to time.

“Restricted Shares” means Shares awarded to a Participant subject to forfeiture in accordance with Section 7.

“Restricted Share Unit” or “RSU” means the right to receive one Share at or after the end of the Period of Restriction, which right is subject to forfeiture in accordance with Section 8 of the Plan.

“Securities Act” means the Securities Act of 1933, as amended.

“Service Provider” means an Employee, Director or Consultant.

“Shares” means collectively, Class A Ordinary Shares and Class B Ordinary Shares, as adjusted in accordance with Section 11.

“Share Appreciation Right” or “SAR” means the right to receive payment from the Company in an amount no greater than the excess of the Fair Market Value of a Share at the date the SAR is exercised over a specified price fixed by the Administrator in the Award Agreement, which shall not be less than the Fair Market Value of a Share on the Grant Date. In the case of a SAR which is granted in connection with an Option, the specified price shall be the Option Exercise Price.

“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. Shares Subject to the Plan.

4. Administration of the Plan.

5. Provisions Appliable to Awards.

In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.

6. Share Options.

(1) to the extent that such Options were vested and exercisable on the date of the Participant’s termination on account of death or Disability, the Participant (or his or her legal representative or beneficiary, in the case of the Participant’s Disability or death, respectively) may exercise his or her Option within such period of time ending on the earlier of (a) the date 12 months following such termination or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Participant does not exercise his or her Option within the time specified herein or in the Award Agreement, the Option shall terminate; and (2) the Options, to the extent not vested and exercisable on the date of the Participant’s termination of employment or service, shall terminate upon the Participant’s termination of employment or service on account of death or Disability.

(1) to the extent that such Options were vested and exercisable on the date of the Participant’s such termination of employment or service, the Participant may exercise his or her Option within such period of time ending on the earlier of (a) the date 3 months following such termination or (b) the expiration of the term of the Option as set forth in the Award Agreement. If, after termination, the Participant does not exercise his or her Option within the time specified herein or in the Award Agreement, the Option shall terminate; and

(2) the Options, to the extent not vested and exercisable on the date of the Participant’s termination of employment or service, shall terminate upon the Participant’s termination of employment or service.

7. Restricted Shares.

8. Restricted Share Units.

9. Share Appreciation Rights.

10. Performance Units and Performance Shares.

11. Adjustments; Dissolution or Liquidation; Merger or Change in Control.

18. Amendment and Termination of the Plan.

19. Government and Other Regulations. The obligation of the Company to make payment of awards in Shares or otherwise shall be subject to all Applicable Laws and to such approvals by government agencies as may be required. The Company shall be under no obligation to register any of the Shares paid pursuant to the Plan under the Securities Act or any other similar law in any applicable jurisdiction. If the Shares paid pursuant to the Plan may in certain circumstances be exempt from registration pursuant to the Securities Act or other Applicable Laws, the Company may restrict the transfer of such Shares in such manner as it deems advisable to ensure the availability of any such exemption. In addition, the Administrator may delay or suspend the issuance and delivery of Shares, suspend the exercise of Options or SARs, or suspend the Plan as necessary to comply with Applicable Laws. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

20. Corporate Restrictions on Rights in Shares. Any Shares to be issued pursuant to Awards granted under the Plan shall be subject to all restrictions upon the transfer thereof which may be now or hereafter imposed by the memorandum and articles of association of the Company. In addition, either at the time an Award is granted or by subsequent action, the Administrator may, but need not, impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales or other subsequent transfers by a Participant, or a holder of Shares acquired pursuant to the Plan, of any Share issued under an Award, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of transfers, sales or otherwise dispositions by the Participant(s) (e.g., a lock-up arrangement with an underwriter of the Company), and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

21. Clawback Policy. Awards granted under the Plan and any gross proceeds received by Participants with respect to Awards granted under the Plan shall be subject to the Company’s clawback policy, as amended from time to time, to comply with regulations related to recoupment or clawback of compensation adopted pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing standards of any national securities exchange on which the Company’s securities are listed or any other applicable law, rule, or regulation. Clawback can, if applicable and where permitted by applicable local law, be made by deducting payments that will be due in the future (including salary, bonuses, and other forms of compensation). A Participant’s acceptance of an Award under the Plan shall constitute such Participant’s acknowledgement and recognition that the Participant’s compliance with this Section 21 is a condition for the Participant’s receipt of the Award.

22. Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the internal laws of the State of New York, without giving effect to principles of conflicts of laws.

23. Section 409A. To the extent that the Administrator determines that any Award granted under the Plan is or may become subject to Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions required by Section 409A of the Code. To the extent applicable, the Plan and the Award Agreements shall be interpreted in accordance with Section 409A of the Code and the U.S. Department of Treasury regulations and other interpretative guidance issued thereunder, including without limitation any such regulation or other guidance that may be issued after the Effective Date. Notwithstanding any provision of the Plan to the contrary, in the event that following the Effective Date the Administrator determines that any Award may be subject to Section 409A of the Code and related U.S. Department of Treasury guidance (including such U.S. Department of Treasury guidance as may be issued after the Effective Date), the Administrator may adopt such amendments to the Plan and the applicable Award agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines is necessary or appropriate to (a) exempt the Award from Section 409A of the Code and /or preserve the intended tax treatment of the benefits provided with respect to the Award, or (b) comply with the requirements of Section 409A of the Code and related U.S. Department of Treasury guidance.

Appendix B

Companies Act (Revised)

Company Limited by Shares

Top KingWin Ltd

SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

(Adopted by special resolution dated [●])

Companies Act (Revised)

Company Limited by Shares

Second Amended and Restated Memorandum of Association

of

Top KingWin Ltd

(Adopted by special resolution dated [●])

and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or

Companies Act (Revised)

Company Limited by Shares

Top KingWin Ltd

CONTENTS

Companies Act (Revised)

Company Limited by Shares

Second Amended and Restated Articles of Association

of

Top KingWin Ltd

(Adopted by special resolution dated [●])

Definitions

Act means the Companies Act (Revised).

Articles means, as appropriate:

and Article refers to a particular Article of these Articles.

Business Day means a day other than a public holiday in the place where the Company’s registered office is located, a Saturday or a Sunday.

Class A Shares means the class A ordinary shares of the Company with a par value of USD0.0025 each, which have the rights set forth in the Memorandum and these Articles.

Class B Shares means the class B ordinary shares of the Company with a par value of USD0.0025 each, which have the rights set forth in the Memorandum and these Articles.

Clear Days, in relation to a period of notice, means that period excluding:

Company means the above-named company.

Default Rate means 10% (ten per cent) per annum.

Designated Stock Exchanges means the Nasdaq Capital Market in the United States of America for so long as any class of the Company’s Shares are there listed and any other stock exchange on which any class of the Company’s Shares are listed for trading;

Directors means the directors for the time being of the Company and the expression Director shall be construed accordingly;

Electronic has the meaning given to that term in the Electronic Transactions Act (Revised).

Electronic Record has the meaning given to that term in the Electronic Transactions Act (Revised).

Electronic Signature has the meaning given to that term in the Electronic Transactions Act (Revised).

Fully Paid and Paid Up:

Islands means the British Overseas Territory of the Cayman Islands.

Member means any person or persons entered on the register of members from time to time as the holder of a Share.

Memorandum means the Memorandum of Association of the Company as amended from time to time.

Officer means a person appointed to hold an office in the Company; and the expression includes a director, alternate director or liquidator, but does not include the Secretary.

Ordinary Resolution means a resolution of a duly constituted general meeting of the Company passed by a simple majority of the votes cast by, or on behalf of, the Members entitled to vote. The expression also includes a unanimous written resolution.

Secretary means a person appointed to perform the duties of the secretary of the Company, including a joint, assistant or deputy secretary.

Share means a Class A Share or a Class B Share in the share capital of the Company; and the expression:

Special Resolution has the meaning given to that term in the Act; and the expression includes a unanimous written resolution.

Treasury Shares means Shares of the Company held in treasury pursuant to the Act and Article 2.15.

Interpretation

Without limitation to the preceding sentence, a reference to a revised Act of the Cayman Islands is taken to be a reference to the revision of that Act in force from time to time as amended from time to time.

Exclusion of Table A Articles

Power to issue Shares and options, with or without special rights

Rights of Shares

Power to issue fractions of a Share

Power to pay commissions and brokerage fees

for any Shares in the Company. That commission may be satisfied by the payment of cash or the allotment of Fully Paid or partly-paid Shares or partly in one way and partly in another.

Trusts not recognised

Power to vary class rights

Effect of new Share issue on existing class rights

Capital contributions without issue of further Shares

No bearer Shares or warrants

Treasury Shares

Rights attaching to Treasury Shares and related matters

Register of Members

Issue of share certificates

Renewal of lost or damaged share certificates

as the directors may determine, and (in the case of defacement or wearing-out) on delivery to the Company of the old certificate.

Nature and scope of lien

Company may sell Shares to satisfy lien

Authority to execute instrument of transfer

Consequences of sale of Shares to satisfy lien

Despite this, that person shall remain liable to the Company for all monies which, at the date of sale, were presently payable by him to the Company in respect of those Shares. That person shall also be liable to pay interest on those monies from the date of sale until payment at the rate at which interest was payable before that sale or, failing that, at the Default Rate. The directors may waive payment wholly or in part or enforce payment without any allowance for the value of the Shares at the time of sale or for any consideration received on their disposal.

Application of proceeds of sale

but, in either case, subject to the Company retaining a like lien for all sums not presently payable as existed on the Shares before the sale.

Power to make calls and effect of calls

Time when call made

Liability of joint holders

Interest on unpaid calls

The directors may waive payment of the interest wholly or in part.

Deemed calls

Power to accept early payment

Power to make different arrangements at time of issue of Shares

Notice of default

Forfeiture or surrender of Shares

Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender

Effect of forfeiture or surrender on former Member

The directors, however, may waive payment wholly or in part.

Evidence of forfeiture or surrender

Subject to the execution of an instrument of transfer, if necessary, the declaration shall constitute good title to the Shares.

Sale of forfeited or surrendered Shares

Form of transfer

Power to refuse registration

Notice of refusal to register

Power to suspend registration

Fee, if any, payable for registration

Company may retain instrument of transfer

Persons entitled on death of a Member

Registration of transfer of a Share following death or bankruptcy

Indemnity

Rights of person entitled to a Share following death or bankruptcy

Increasing, consolidating, converting, dividing and cancelling share capital

Dealing with fractions resulting from consolidation of Shares

For that purpose, the directors may authorise some person to execute an instrument of transfer of the Shares to, or in accordance with the directions of, the purchaser. The transferee shall not be bound to see to the application of the purchase money nor shall the transferee’s title to the Shares be affected by any irregularity in, or invalidity of, the proceedings in respect of the sale.

Reducing share capital

Power to issue redeemable Shares and to purchase own Shares

The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner authorised by the Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of Shares.

Power to pay for redemption or purchase in cash or in specie

Effect of redemption or purchase of a Share

For the purpose of this Article, the date of redemption or purchase is the date when the redemption or purchase falls due.

Power to call meetings

Content of notice

Period of notice

Persons entitled to receive notice

Publication of notice on a website

Time a website notice is deemed to be given

Required duration of publication on a website

Accidental omission to give notice or non-receipt of notice

Quorum

Lack of quorum

Use of technology

Chairman

Right of a director to attend and speak

Adjournment

Method of voting

Taking of a poll

Chairman’s casting vote

Amendments to resolutions

Written resolutions

Such written resolution shall be as effective as if it had been passed at a meeting of the Members entitled to vote duly convened and held.

Sole-member company

Right to vote

Rights of joint holders

Representation of corporate Members

Member with mental disorder

Objections to admissibility of votes

Form of proxy

If the directors so resolve, the Company may accept an Electronic Record of that instrument delivered in the manner specified below and otherwise satisfying the Articles about authentication of Electronic Records.

How and when proxy is to be delivered

Voting by proxy

Unless otherwise determined by Ordinary Resolution, the minimum number of directors shall be one and the maximum number shall be ten. There shall be no directors, however, until the first director is or the first directors are appointed by the subscriber or subscribers to the Memorandum.

First directors

No age limit

Corporate directors

No shareholding qualification

Appointment of directors

Removal of directors

Resignation of directors

Termination of the office of director

Appointment and removal

Notices

Rights of alternate director

Appointment ceases when the appointor ceases to be a director

Status of alternate director

Status of the director making the appointment

Powers of directors

Appointments to office

for such period and on such terms, including as to remuneration, as they think fit.

for such period and on such terms, including as to remuneration, as they think fit. In the case of an Officer, that Officer may be given any title the directors decide.

Remuneration

Disclosure of information

Power to delegate any of the directors’ powers to a committee

Power to appoint an agent of the Company

Power to appoint an attorney or authorised signatory of the Company

as they think fit. The powers, authorities and discretions, however, must not exceed those vested in, or exercisable, by the directors under these Articles. The directors may do so by power of attorney or any other manner they think fit.

Power to appoint a proxy

Regulation of directors’ meetings

Calling meetings

Notice of meetings

Period of notice

Use of technology

Place of meetings

Quorum

Voting

Validity

Recording of dissent

A director who votes in favour of an action is not entitled to record his dissent to it.

Written resolutions

Sole director’s minute

Permissible interests subject to disclosure

Notification of interests

Voting where a director is interested in a matter

The Company shall cause minutes to be made in books kept for the purpose in accordance with the Act.

Accounting and other records

No automatic right of inspection

Sending of accounts and reports

Time of receipt if documents are published on a website

Validity despite accidental error in publication on website

When accounts are to be audited

Unless the directors otherwise specify, the financial year of the Company:

Except to the extent of any conflicting rights attached to Shares, the directors may fix any time and date as the record date for declaring or paying a dividend or making or issuing an allotment of Shares. The record date may be before or after the date on which a dividend, allotment or issue is declared, paid or made.

Declaration of dividends by Members

Payment of interim dividends and declaration of final dividends by directors

If the resolution fails to specify whether a dividend is final or interim, it shall be assumed to be interim.

Apportionment of dividends

Right of set off

Power to pay other than in cash

How payments may be made

Dividends or other moneys not to bear interest in absence of special rights

Dividends unable to be paid or unclaimed

Capitalisation of profits or of any share premium account or capital redemption reserve

The amount resolved to be capitalised must be appropriated to the Members who would have been entitled to it had it been distributed by way of dividend and in the same proportions. The benefit to each Member so entitled must be given in either or both of the following ways:

Applying an amount for the benefit of members

Directors to maintain share premium account

Debits to share premium account

Company seal

Duplicate seal

When and how seal is to be used

If no seal is adopted or used

Power to allow non-manual signatures and facsimile printing of seal

Validity of execution

Indemnity

No such existing or former Secretary or Officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

Release

Insurance

Form of notices

Electronic communications

If the resolution is revoked or varied, the revocation or variation shall only become effective when its terms have been similarly notified.

Persons authorised to give notices

Delivery of written notices

Joint holders

Signatures

Evidence of transmission

Giving notice to a deceased or bankrupt Member

Date of giving notices

Saving provision

Application of Articles

Authentication of documents sent by Members by Electronic means

Authentication of document sent by the Secretary or Officers of the Company by Electronic means

This Article applies whether the document is sent by or on behalf of the Secretary or Officer in his own right or as a representative of the Company.

Manner of signing

Saving provision

and the recipient promptly gives notice to the sender setting the grounds of its objection. If the recipient invokes this Article, the sender may seek to establish the authenticity of the Electronic Record in any way the sender thinks fit.

Distribution of assets in specie

No obligation to accept liability

The directors are authorised to present a winding up petition

Power to change name or amend Memorandum

Power to amend these Articles

Exhibit 99.2

TOP KINGWIN LTD
(incorporated in the Cayman Islands with limited liability)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING
to be held on April 22, 2025
(or any adjourned or postponed meeting thereof)

I/we, the undersigned acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement and, being the registered holder of _________ Class A/Class B Ordinary Shares1, par value US$0.0001 per share (“Ordinary Shares”), of Top KingWin Ltd (the “Company”), hereby appoint Mr. Ruilin Xu, the CEO of the Company or (Name) of (Address) as my/our proxy to attend and act for me/us at Extraordinary General Meeting2 (or at any adjournment or postponement thereof) of the Company to be held at 9:00AM, Eastern Time, on April 22, 2025 at Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donghuan Street, Panyu District, Guangzhou, Guangdong Province, China (the “Meeting”).

My/our proxy is instructed to vote on the resolutions in respect of the matters specified in the Notice of the Extraordinary General Meeting as indicated below: