Top Wealth Group Holding Ltd

Top Wealth Group Holding Limited was incorporated as a limited liability company on February 1, 2023 under law of the Cayman Islands. It is a holding company and is not actively engaged in any business. Under its memorandum of association at incorporation, the authorized share capital of Top Wealth Group Holding Limited was US$50,000 divided into 500,000,000 ordinary shares, par value US$0.0001 per share. Top Wealth (BVI) Holding Limited was incorporated under the law of the British Virgin Islands as the intermediate holding company of Top Wealth Group (International) Limited, on January 18, 2023 as part of the reorganization. Top Wealth (BVI) Holding Limited is wholly-owned by Top Wealth Group Holding Limited. Top Wealth Group (International) Limited was incorporated on September 22, 2009 under the laws of Hong Kong. Top Wealth Group (International) Limited is our operating entity and is indirectly wholly-owned by Top Wealth Group Holding Limited through Top Wealth (BVI) Holding Limited. In March, 2023, we carried out a series of transactions to reorganize the legal structure of the Top Wealth group of companies. On March 21, 2023, the Top Wealth Group Holding Limited acquired 100% interest in Top Wealth (BVI) Group Limited, a company incorporated in the British Virgin Islands, at a nominal value of US$10 from the shareholders of Winwin Development Group Limited.