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                              December 28, 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. 2 to
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted December
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 December 12, 2022

       Prospectus Summary
       Certain Risks and Limitations Related to Doing Business in China, page 2

   1.                                                   We note your response
to comment 3. Your discussion of the limitations on cash transfers
                                                        appears to discuss
solely those in the PRC. Revise to also discuss limitations applicable to
                                                        Hong Kong, given your
Hong Kong subsidiary. Please make consistent revisions as
                                                        applicable throughout
the document.
 Ruilin Xu
FirstName LastNameRuilin  Xu
Top KingWin   Ltd
Comapany28,
December  NameTop
              2022 KingWin Ltd
December
Page 2    28, 2022 Page 2
FirstName LastName
Risk Factors
We may experience extreme stock price volatility unrelated to our actual or
expected operating
performance..., page 56

2.       Please revise to address any known factors particular to your offering
that may add to this
         risk as applicable.
       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,

                                                              Division of
Corporation Finance
                                                              Office of Trade &
Services
cc:      Anna Jinhua Wang, Esq.