Top Win International Ltd 2025年年度报告和过渡报告

FORM20-F (Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION12(b)OR (g)OF THE SECURITIES EXCHANGE ACT OF1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For theyear endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF1934 Date of event requiring this shell company report: For the transition period from _________ to _____________. Commission file number:001-42572 TOP WIN INTERNATIONAL LIMITED(Exact name of Registrant as Specified in its Charter) (Translation of Registrant’s name into English) Cayman Islands(Jurisdiction of Incorporation or Organization) 33/F Sunshine Plaza353 Lockhart Road,Wan Chai,HongKong(Address of Principal Executive Offices) Kwan NgaiTelephone:+8522815 7988Email:tony@topw.com.hk33/F Sunshine Plaza353 Lockhart Road,Wan Chai,HongKong(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section12(b)of the Act: Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report:22,200,000Ordinary Shares, par value $0.0005 per share issued and outstanding as ofDecember 31,2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d)of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule12b-2 of theExchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section13(a)of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: ☒U.S. GAAP☐International Financial Reporting Standards as issued☐Otherby the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow: Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the ExchangeAct). Yes☐No☒ TOP WIN INTERNATIONAL LIMITEDANNUAL REPORT ON FORM20-F TABLE OF CONTENTS PageCERTAIN TERMS AND CONVENTIONSiiFORWARD LOOKING STATEMENTSivPARTI1Item1.Identity of Directors, Senior Management and Advisers1Item2.Offer Statistics and Expected Timetable1Item3.Key Information1Item4.Information on the Company30Item4A.Unresolved Staff Comments41Item5.Operating and Financial Review and Prospects41Item6.Dir