Top KingWin LTD Sample Contracts
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 19th, 2025 • Top KingWin LTD • Services-business services, nec • Delaware
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of February 18, 2025, is by and among Top KingWin Ltd., an exempted company incorporated under the laws of the Cayman Islands with offices located at Room 1304, Building No. 25, Tian’an Headquarters Center, No. 555, North Panyu Avenue, Donguan Street, Panyu District, Guangzhou, Guangdong Province, China (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 18th, 2023 • Top KingWin LTD • Services-business services, nec • New York
This Indemnification Agreement (this “Agreement”) is entered into as of [●] by and between Top KingWin Ltd, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 2nd, 2025 • Top KingWin LTD • Services-business services, nec • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 23, 2025, between Top KingWin Ltd. a Cayman Islands exempt company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
TOP KINGWIN LTD UNDERWRITING AGREEMENTUnderwriting Agreement • January 18th, 2023 • Top KingWin LTD • Services-business services, nec • New York
EMPLOYMENT AGREEMENTEmployment Agreement • August 20th, 2024 • Top KingWin LTD • Services-business services, nec • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of August 19, 2024 (the “Effective Date”), by and between TOP KINGWIN LTD, a Cayman Islands exempted company (the “Company”) and JIE YANG, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct and indirect subsidiaries (collectively, the “Group”).
TOP KINGWIN LTD UNDERWRITING AGREEMENTUnderwriting Agreement • April 20th, 2023 • Top KingWin LTD • Services-business services, nec • New York
Top KingWin Ltd.Director Offer Letter • October 11th, 2024 • Top KingWin LTD • Services-business services, nec • New York
Top KingWin Ltd., a company incorporated in the Cayman Islands (the “Company”), is pleased to offer you a position as a director of its Board of Directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the Board. Should you choose to accept this position as a director of the Board, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
List of Sales AgreementsSales Agreement • May 16th, 2023 • Top KingWin LTD • Services-business services, nec
According to “Civil Code of the People’s Republic of China” and relevant laws and regulations, after friendly consultation, both parties reach the following agreement for mutual compliance, regarding Party A’s engagement of Party B’s financing consultant.
List of Sales AgreementsSales Agreement • May 16th, 2023 • Top KingWin LTD • Services-business services, nec
According to “Civil Code of the People’s Republic of China” and relevant laws and regulations, after friendly consultation, both parties reach the following agreement for mutual compliance, regarding Party A’s engagement of Party B’s financing consultant.
Top KingWin Ltd.Director Offer Letter • April 8th, 2026 • Top KingWin LTD • Services-business services, nec • New York
Top KingWin Ltd., a company incorporated in the Cayman Islands (the “Company”), offered you a position to serve as a member of the Board of Directors (the “Board”) of the Company, pursuant to a letter agreement dated August 19, 2024. We hereby amend and restate such letter agreement. The amended and restated letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
List of Sales AgreementsSales Agreement • January 18th, 2023 • Top KingWin LTD • Services-business services, nec
According to “Civil Code of the People’s Republic of China” and relevant laws and regulations, after friendly consultation, both parties reach the following agreement for mutual compliance, regarding Party A’s engagement of Party B’s financing consultant.
PREMISES LEASE CONTRACTPremises Lease Contract • January 18th, 2023 • Top KingWin LTD • Services-business services, nec
Party A and B have, in respect of leasing the legitimate premises owned by Party A to Party B reached an agreement through friendly consultation to conclude the following contract.
Top KingWin Ltd.Director Offer Letter • June 25th, 2025 • Top KingWin LTD • Services-business services, nec • New York
Top KingWin Ltd., a company incorporated in the Cayman Islands (the “Company”), offered you a position to serve as a member of the Board of Directors (the “Board”) of the Company, pursuant to a letter agreement dated August 19, 2024. We hereby amend and restate such letter agreement. The amended and restated letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.
Loan AgreementLoan Agreement • October 12th, 2022 • Top KingWin LTD • Services-business services, nec
TERMINATION AGREEMENT AND RELEASETermination Agreement and Release • July 7th, 2025 • Top KingWin LTD • Services-business services, nec • New York
This Termination Agreement and Release (this “Agreement”) is entered into as of 7, 2025, by and among Top KingWin Ltd, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and the purchasers identified on the signature pages hereto (each, a “Purchaser” and collectively, the “Purchasers”). Each of the Company and the Purchasers may be referred to herein as a “Party” and together as the “Parties.”
Share Purchase AgreementShare Purchase Agreement • January 2nd, 2025 • Top KingWin LTD • Services-business services, nec
This Share Purchase Agreement (hereinafter referred to as “this Agreement”) is entered into on December 30, 2024 in Shenzhen, Guangdong Province, the People’s Republic of China by and among the following parties:
Share Transfer AgreementShare Transfer Agreement • May 22nd, 2026 • Top KingWin LTD • Services-business services, nec
This Share Transfer Agreement (hereinafter referred to as “this Agreement”) is entered into on May 21, 2026 in Guangzhou, Guangdong Province, the People’s Republic of China by and among the following parties:
Share Sale and Transfer AgreementShare Sale and Transfer Agreement • December 20th, 2023 • Top KingWin LTD • Services-business services, nec
This Share Sale and Transfer Agreement (hereinafter referred to as “this Agreement”) is entered into on December 20, 2023 in Shenzhen, Guangdong Province, China, by and between the following parties:
LEAK-OUT AGREEMENTLeak-Out Agreement • February 19th, 2025 • Top KingWin LTD • Services-business services, nec
This agreement (the “Leak-Out Agreement”) is being delivered to you in connection with an understanding by and between Top KingWin Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Company”), and the person or persons named on the signature pages hereto (collectively, the “Holders”).
Supplementary Agreement to the Share Purchase AgreementSupplementary Agreement to the Share Purchase Agreement • January 21st, 2025 • Top KingWin LTD • Services-business services, nec
Whereas Party A and Party B entered into the “Share Purchase Agreement” (the “Original Agreement” hereinafter) regarding Industry Insights Consulting LTD on December 30, 2024. According to the Original Agreement, Party B was supposed to complete the payment on January 15, 2025. However, for certain reasons, Party B failed to make the payment within the agreed time. After friendly consultations between Party A and Party B, the following supplementary agreement is reached regarding the payment time: