Guangzhou, China, May 01, 2025 — Top KingWin Ltd (Nasdaq: WAI) announced today a 1-for-25 reverse stock split of its Class A ordinary shares, with a par value of $0.0001 per share, effective at the start of trading on Monday, May 5, 2025.

The company’s shares will begin trading on a split-adjusted basis on the Nasdaq Capital Market on or around Monday, May 5, 2025. Following the reverse split, the ordinary shares will have a new par value of $0.0025 per share and will continue to be traded on Nasdaq under the symbol “WAI” with the new CUSIP number G8923U111. The purpose of the reverse stock split is for the Company to meet Nasdaq’s minimum bid price requirement of $1.00 per share for continued listing.

No fractional shares will be issued as a result of the reverse stock split. Any fractional shares will be rounded up to the nearest whole share. In addition, the reverse stock split will apply to the ordinary shares that may be issued upon the exercise of the company’s outstanding derivative securities. Proportional adjustments will be made to the exercise prices and the number of derivatives, as well as under the company’s equity incentive plans.

The reverse stock split will decrease the number of issued and outstanding ordinary shares from approximately 180 million to approximately 7.2 million.

The company’s shareholders approved the reverse stock split of the ordinary shares, at a ratio of 1-for-25, on April 22, 2025.

VStock Transfer, LLC is serving as the exchange and paying agent for the reverse stock split. Shareholders who hold their shares in book-entry form or through brokerage accounts do not need to take any action regarding the reverse stock split.

VStock Transfer, LLC will provide instructions to shareholders holding certificates regarding the exchange of pre-reverse stock split share certificates for book-entry ownership or post-reverse stock split share certificates. Shareholders with procedural questions are encouraged to contact their bank, broker, or custodian.

About Top KingWin Ltd

Top KingWin’s primary clients are entrepreneurs and executives within small and medium-sized enterprises in China. The services Top KingWin provides to its clients include: (i) corporate business training, with a focus on advanced knowledge and new perspectives on capital markets; (ii) corporate consulting services, offering customized solutions to meet specific financial needs; (iii) advisory and transaction services, connecting entrepreneurs and businesses with diverse capital sources; and (iv) sales of devices that support artificial intelligence data collection and analysis. The company’s mission is to deliver comprehensive services addressing clients’ needs throughout all stages of their development and growth.

Forward-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including statements regarding the use of proceeds from the company’s offering, the intent, belief, or current expectations of Top KingWin and its management, and the assumptions on which these statements are based. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the company believes may affect its financial condition, results of operations, business strategy, and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to,” or other similar expressions. The company undertakes no obligation to update forward-looking statements to reflect subsequent events or circumstances or changes in its expectations, except as required by law. Although the company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot guarantee that these expectations will prove correct, and it cautions investors that actual results may differ materially from the anticipated results. Investors are encouraged to review other factors that may affect the company’s future results in its registration statement and other filings with the SEC.

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