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                              October 24, 2022

       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, PRC 511400

                                                        Re: Top KingWin Ltd
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted October
12, 2022
                                                            CIK No. 0001938865

       Dear Ruilin Xu:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Form F-1/A (DRS) filed October 12, 2022

       Cover page

   1.                                                   We note your response
to comment 4 that controls imposed by the PRC government to
                                                        transfer funds or
assets are related to those located in mainland China. We also note
                                                        disclosure in the
twelfth paragraph of the cover page that in order for you to pay dividends
                                                        to your shareholders,
you may rely on the distribution of profits of the PRC operating
                                                        entity to the Hong Kong
subsidiary. In this regard, please amend your disclosure
                                                        regarding fund
transfers on the cover and in the summary risk factors and risk factors
                                                        sections to state that,
to the extent funds in the business is in the PRC or Hong Kong or a
 Ruilin Xu
FirstName LastNameRuilin Xu
Top KingWin   Ltd
Comapany
October 24,NameTop
            2022   KingWin Ltd
October
Page 2 24, 2022 Page 2
FirstName LastName
         PRC or Hong Kong entity, the funds may not be available to fund
operations or for other
         use outside of the PRC or 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 funds. On the cover page, provide
cross-references to these other
         discussions.
Prospectus Summary
Certain Risks and Limitations Related to Doing Business in China, page 1

2.       We note your response to comment 5 and reissue in part. Please revise
to describe the
         significant liquidity and enforcement risks with cross-references to
the more detailed
         discussion of these risks in the prospectus. In this regard, we note
that your revised
         disclosure that the uncertainties with respect to the PRC legal system
generally references
         material adverse effects on you and limited legal protections
available to you and your
         investors.
3.       We note your response to comment 6 and reissue in part. Please revise
your prospectus
         summary to provide a summary of your discussion regarding limitations
on your ability to
         transfer cash between you or your subsidiaries, to which you cross
reference in your
         Summary of Significant Risk Factors and Risk Factors sections.
Key Values and Drivers of Our Business
1. Client-centric, page 80

4.       We note your response to comment 21 about your efforts to learn about
your clients,
         however, it remains unclear which products you provide to suit their
needs in various
         growth stages of their businesses. Revise to correlate this discussion
to the products and
         services you discuss in the pages that follow. Make conforming
revisions throughout this
         prospectus, as appropriate.
General

5.       Please revise your document to update your financial statements for
compliance with Item
         8 of Form 20-F. Specifically, your most recent audited financial
statements are now
         greater than nine months old, requiring the inclusion of unaudited
financial statements
         covering at least the first six months of the current fiscal year.
 Ruilin Xu
Top KingWin Ltd
October 24, 2022
Page 3

       You may contact Amy Geddes at 202-551-3304 or Lyn Shenk at 202-551-3380
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jennie Beysolow at 202-551-8108 or Mara Ransom at 202-551-3264 with any
other
questions.




                                                         Sincerely,
FirstName LastNameRuilin Xu
                                                         Division of
Corporation Finance
Comapany NameTop KingWin Ltd
                                                         Office of Trade &
Services
October 24, 2022 Page 3
cc:       Anna Jinhua Wang, Esq.
FirstName LastName