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                                                             January 21, 2025

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.
           Amendment No. 2 to Registration Statement on Form F-3
           Filed January 15, 2025
           File No. 333-283030
Dear Ruilin Xu:

     We have reviewed your amended 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. Unless
we note
otherwise, any references to prior comments are to comments in our January 6,
2025 letter.

Amendment No. 2 to Registration Statement on Form F-3
Cover Page

1.     We note your revised disclosure and response to prior comment 2 and
reissue it in
       part. Please amend your disclosure here, on the cover page, to clearly
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, please provide
cross-references to these
       other discussions in the summary of risk factors and risk factors
sections.
 January 21, 2025
Page 2

Prospectus Summary
Permissions and Approvals from the PRC Authorities, page 3

2.     We note your response to prior comment 4 and reissue it. In this regard,
we note your
       disclosure that you and your subsidiaries "have received from the PRC
authorities all
       requisite licenses, permissions, and approvals needed to engage in the
businesses
       currently conducted in the PRC, which solely include the business
licenses that
       authorize the scope of business operations, and no permission or
approval has been
       denied." Please revise to explain how you arrived at this conclusion and
the basis for
       your conclusion.
Summary of Risk Factors
Risks Related to Doing Business in China, page 6

3.     We note your revised disclosure in response to prior comment 6 and
reissue it in part.
       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.
       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
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