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1、F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission on January 13,2025 Registration No.333-*UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Phoenix Asia Holdings Limited(Exact Name of Registrant

2、 as Specified in its Charter)Not Applicable(Translation of Registrants Name into English)Cayman Islands 1700 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Workshop B14,8/F,Block BTon

3、ic Industrial Center,19 Lam Hing StreetKowloon Bay,Hong Kong+852-2838-9928(Address,including zip code,and telephone number,including area code,of registrants principal executive offices)COGENCY GLOBAL INC.122 East 42nd Street,18th FloorNew York,NY 10168+1-800-221-0102(Name,address,including zip code

4、,and telephone number,including area code,of agent for service)Copies of all communications,including communications sent to agent for service,should be sent to:Sanny Choi,Esq.Clement Au,Esq.CFN Lawyers LLC418 Broadway#4607 AlbanyNY 12207USATel:+1(646)386 8128 Ross David Carmel,Esq.Shane Wu,Esq.Sich

5、enzia Ross Ference Carmel LLP1185 6th Avenue,31st FloorNew York,NY 10036Tel:+1(212)930-9700 Approximate date of commencement of proposed sale to the public:As soon as practicable after this Registration Statement becomeseffective.If any of the securities being registered on this Form are to be offer

6、ed on a delayed or continuous basis pursuant to Rule 415 under the SecuritiesAct of 1933,check the following box:If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and listthe Securities Act registration sta

7、tement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration

8、statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list the Securities Actregistration number of the earlier effective registration statement for the same offering.Emerging growth company.If an

9、emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant haselected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the

10、Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordancew

11、ith Section 8(a)of the Securities Act of 1933,as amended,or until the registration statement shall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuant to said Section 8(a),may determine.EXPLANATORY NOTE This Registration Statement contains two prospectuses,as

12、set forth below.Public Offering Prospectus.A prospectus to be used for the public offering of 1,600,000 Ordinary Shares of the Registrant(the“PublicOffering Prospectus”)through the underwriter named on the cover page of the Public Offering Prospectus.Resale Prospectus.A prospectus to be used for the

13、 resale by the Selling Shareholder,Phoenix Prosperity Investment Limited(the“SellingShareholder”),of 500,000 Ordinary Shares of the Registrant(the“Resale Prospectus”).The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following principal points:they con

14、tain different outside and inside front covers and back covers;they contain different Offering sections in the Prospectus Summary section beginning on page Alt-1;they contain different Use of Proceeds sections on page Alt-2;a Selling Shareholder section is included in the Resale Prospectus;the Under

15、writing section from the Public Offering Prospectus on page 115 is deleted from the Resale Prospectus and a Selling ShareholderPlan of Distribution on Alt-4 is inserted in its place;and the Legal Matters section in the Resale Prospectus on Alt-6 deletes the reference to counsel for the underwriters.

16、The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus(the“AlternatePages”)to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus.The Public Offering Prospect

17、us willexclude the Alternate Pages and will be used for the public offering by the Registrant.The Resale Prospectus will be substantively identical to the PublicOffering Prospectus except for the addition or substitution of the Alternate Pages and will be used for the resale offering by the Selling

18、Shareholder.The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filedwith the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities nor does

19、it seek an offer to buythese securities in any jurisdiction where the offer or sale is not permitted.PRELIMINARY PROSPECTUSSubject to Completion,Dated January 13,2025 Phoenix Asia Holdings Limited 1,600,000 Ordinary Shares This is the initial public offering of Phoenix Asia Holdings Limited(the“Comp

20、any”)(the“Offering”).Prior to this Offering,there has been nopublic market for our Ordinary Shares.It is currently estimated that the initial public offering price per share will be between$4.00 and$6.00(the“OfferPrice”).We intend to list our Ordinary Shares on the Nasdaq Capital Market under the sy

21、mbol“PHOE”.Phoenix Prosperity Investment Limited,one of theexisting shareholders of the Company(the“Selling Shareholder”),is also offering an additional 500,000 Ordinary Shares pursuant to the Resale Prospectus(the“Resale Offering”),representing 2.31%of the Ordinary Shares following the completion o

22、f this offering.We will not receive any of the proceeds fromthe sale of our Ordinary Shares by the Selling Shareholder.Immediately after this Offering,assuming an offering size as set forth above,Mr.Chi Kin Kelvin Yeung will,through his wholly owned entityPhoenix Prosperity Investment Limited,own ap

23、proximately 74.54%of our outstanding Ordinary Shares(or 73.72%of our outstanding Ordinary Shares ifthe underwriters option to purchase additional shares is exercised in full).Assuming the Selling Shareholder will sell all the Ordinary Shares it offered forpursuant to the Resale Prospectus,immediatel

24、y after this Offering,Phoenix Prosperity Investment Limited will own 72.22%of our outstanding OrdinaryShares(or 71.43%of our outstanding Ordinary Shares if the underwriters option to purchase additional shares is exercised in full.As a result,we expect tobe a“controlled company”within the meaning of

25、 rule 5615(c)of Nasdaq Stock Market LLC(“Nasdaq Listing Rules”).See section titled“ProspectusSummaryImplications of Being a Controlled Company”.Investing in the Ordinary Shares involves a high degree of risk.See section titled“Risk Factors”beginning on page 13 of this prospectus.We are a holding com

26、pany incorporated in the Cayman Islands.As a holding company with no material operations of its own,we conduct ouroperations in Hong Kong through our Operating Subsidiary.We do not have any operations in mainland China and currently do not have or intend to haveany operating subsidiary established i

27、n mainland China or any contractual arrangement to establish a variable interest entity(“VIE”)structure with any entityin mainland China,but because all of our operations are conducted in Hong Kong through our wholly-owned Operating Subsidiary,and Hong Kong is aSpecial Administrative Region of China

28、,the Chinese government may exercise significant oversight and discretion over the conduct of our business and mayintervene in or influence our operations at any time,which could result in a material change in our operations and/or the value of our Ordinary Shares.In the event that the PRC regulator

29、y authorities disallow our business structure,any action taken by the PRC government could significantly limit orcompletely hinder our operations in Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of suchsecurities to significantly declin

30、e or be worthless.See“Risk Factors If the Chinese government chooses to extend oversight and control over offerings thatare conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers,such action may significantly limit orcompletely hinder our ability to o

31、ffer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline orbe worthless.”for further details.We may be subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations.We are also su

32、bjectto the risks of uncertainty about any future actions of the Chinese government or authorities in Hong Kong in this regard.Should the Chinese governmentchoose to exercise significant oversight and discretion over the conduct of our business,they may intervene in or influence our operations.Suchg

33、overnmental actions:could result in a material change in our operations and/or the value of our Ordinary Shares;could significantly limit or completely hinder our ability to continue our operations;could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary

34、Shares to investors;andmay cause the value of our Ordinary Shares to significantly decline or be worthless.We are aware that recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations in certainareas in China with little advance notice,includi

35、ng cracking down on illegal activities in the securities market,enhancing supervision over China-basedcompanies listed overseas using a VIE structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding its efforts in anti-monopoly enforcement.Since these statements and r

36、egulatory actions are new,it is highly uncertain how soon the legislative or administrative regulationmaking bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,ifany.It is also highly uncertain what the pot

37、ential impact such modified or new laws and regulations will have on our Hong Kong Operating Subsidiarysdaily business operations,their ability to accept foreign investments and the listing of our Ordinary Shares on a U.S.or other foreign exchange.These actionscould result in a material change in ou

38、r operations and/or to the value of our Ordinary Shares and could significantly limit or completely hinder our ability tooffer or continue to offer our Ordinary Shares to investors.See“Risk Factors Most of our Operating Subsidiarys operations are conducted in Hong Kong.However,due to the long arm pr

39、ovisions under the current PRC laws and regulations,the Chinese government may exercise significant oversight anddiscretion over the conduct of such business and may influence such operations at any time,which could result in a material change in the operations of theOperating Subsidiary and/or the

40、value of our Ordinary Shares.The PRC government may also impose restrictions on our ability to transfer money out ofHong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and theenforcement of laws of the Chine

41、se government may also occur quickly and our assertions and beliefs of the risk imposed by the PRC legal and regulatorysystem cannot be certain.There are uncertainties regarding the enforcement of PRC laws,and rules and regulations in China can change quickly with littleadvance notice.The Chinese go

42、vernment may intervene or influence our operations at any time,or may exert more control over offerings conductedoverseas and/or foreign investment in China-based issuers,which could result in a material change in our operations and/or the value of the securities weare registering for sale.”for furt

43、her information.Recent statements by the PRC government have indicated an intent to exert more exert oversight and control over offerings that are conductedoverseas and/or foreign investments in China based issuers.On July 6,2021,the General Office of the Communist Party of China Central Committee a

44、nd theGeneral Office of the State Council jointly issued a document to crack down on illegal activities in the securities markets and promote the high-qualitydevelopment of the capital markets,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversigh

45、t of law-enforcement and judicial cooperation,to enhance supervision over China-based companies listed overseas,and to establish and improve the system ofextraterritorial application of the PRC securities laws.On December 24,2021,the China Securities Regulatory Commission(the“CSRC”)released the Draf

46、t Administrative Provisions and the DraftFiling Measures,both of which had a comment period that expired on January 23,2022.The Draft Administrative Provisions and Draft Filing Measuresregulate the administrative system,record-filing management,and other related rules in respect of the direct or ind

47、irect overseas issuance of listed and tradedsecurities by“domestic enterprises”.The Draft Administrative Provisions specify that the CSRC has regulatory authority over the“overseas securitiesoffering and listing by domestic enterprises”,and require“domestic enterprises”to complete filing procedures

48、with the CSRC if they wish to list overseas.On February 17,2023,the CSRC released the Trial Measures and five supporting guidelines,which came into effect on March 31,2023.According to theTrial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,sh

49、ould fulfill the filing procedures and reportrelevant information to the CSRC;any failure to comply with such filling procedures may result in administrative penalties,such as an order to rectify,warnings,and fines.On April 2,2022,the CSRC published the Draft Archives Rules,for public comment.These

50、rules state that in the overseas listingactivities of domestic companies,domestic companies,as well as securities companies and securities service institutions providing relevant securitiesservices thereof,should establish a sound system of confidentiality and archival work,shall not disclose state

51、secrets,or harm the state and public interests.Under the Trial Measures and the Guidance Rules and Notice,Chinese domestic companies conducting overseas securities offering and listingactivities,either in direct or indirect form,shall complete filing procedures with the CSRC pursuant to the requirem

52、ents of the Trial Measures within threeworking days following their submission of initial public offerings or listing application.The companies that have already been listed on overseas stockexchanges or have obtained the approval from overseas supervision administrations or stock exchanges for its

53、offering and listing and will complete theiroverseas offering and listing prior to September 30,2023 are not required to make immediate filings for its listing,yet need to make filings for subsequentofferings in accordance with the Trial Measures.Companies that have already submitted an application

54、for an initial public offering to overseas supervisionadministrations prior to the effective date of the Trial Measures but have not yet obtained the approval from overseas supervision administrations or stockexchanges for the offering and listing,shall arrange for the filing within a reasonable tim

55、e period and shall complete the filing procedure before suchcompanies overseas issuance and listing.The Management understands that as of the date of this prospectus,the Group has no operations in China and is not required to complete filingprocedures with the CSRC pursuant to the requirements of th

56、e Trial Measures.While the Group has no current operations in China,should we have anyfuture operations in China and should we(i)fail to receive or maintain such permissions or approvals,(ii)inadvertently conclude that such permissions orapprovals are not required,or(iii)applicable laws,regulations,

57、or interpretations change and require us to obtain such permissions or approvals in the future,we may face sanctions by the CSRC,the CAC or other PRC regulatory agencies.These regulatory agencies may also impose fines and penalties on ourpotential operations in China,as well as limit our ability to

58、pay dividends outside of China,limit our operations in China,delay or restrict the repatriation ofthe proceeds from this Offering into China or take other actions that could have a material adverse effect on our business as well as the trading price of ourOrdinary Shares.We may be required to restru

59、cture our operations to comply with such regulations or potentially cease operations in the PRC entirely.The CSRC,the CAC or other PRC regulatory agencies also may take actions requiring us,or making it advisable for us,to halt this Offering before settlement anddelivery of our Ordinary Shares.In ad

60、dition,if the CSRC,the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtaintheir approvals for this Offering,we may be unable to obtain a waiver of such approval requirements,if and when procedures are established to obtain such awaiver.Any action taken by the PRC

61、 government could significantly limit or completely hinder our operations in the PRC and our ability to offer or continueto offer securities to investors and could cause the value of such securities to significantly decline or be worthless.Furthermore,on July 10,2021,the Cyberspace Administration of

62、 China(the“CAC”)issued a revised draft of the Measures for CybersecurityReview for public comment,which required that,among others,in addition to any“operator of critical information infrastructure”,any“data processor”controlling personal information of no less than one million users which seeks to

63、list in a foreign stock exchange should also be subject to cybersecurityreview,and further elaborated the factors to be considered when assessing the national security risks of the relevant activities.On December 28,2021,theCAC,the National Development and Reform Commission(“NDRC”),and several other

64、 administrations jointly issued the revised Measures forCybersecurity Review,which became effective and replaced the existing Measures for Cybersecurity Review on February 15,2022.According to theRevised Review Measures,if an“online platform operator”that is in possession of personal data of more th

65、an one million users intends to list in a foreigncountry,it must apply for a cybersecurity review.Based on a set of Q&A published on the official website of the State Cipher Code Administration inconnection with the issuance of the Revised Review Measures,an official of the said administration indic

66、ated that an online platform operator should applyfor a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators.Moreover,the CAC released the draft of theRegulations on Network Data Security Management in November 2021 for public consultation,which

67、among other things,stipulates that a data processorlisted overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data securityreview report for a given year to the municipal cybersecurity department before January 31 of th

68、e following year.Given the recency of the issuance of theRevised Review Measures and their pending effectiveness,there is a general lack of guidance and substantial uncertainties exist with respect to theirinterpretation and implementation.It remains unclear whether a Hong Kong company which collect

69、s personal information from PRC individuals shall besubject to the Revised Review Measures.We do not currently expect the Revised Review Measures to have an impact on our business,our operations or thisOffering as we do not believe that our Operating Subsidiary would be deemed to be an“operator of c

70、ritical information infrastructure”or a“data processor”controlling personal information of no less than one million users,that would be required to file for cybersecurity review before listing in the U.S.,because(i)our Operating Subsidiary organized and operating in Hong Kong and the Revised Review

71、Measures remains unclear whether it shall be applied to HongKong companies;(ii)our Operating Subsidiary operates without any subsidiary or VIE structure in Mainland China;(iii)as of date of this prospectus,ourOperating Subsidiary has collected and stored personal information of less than 100 PRC ind

72、ividual clients,which is far less than one million users;and(iv)as of the date of this prospectus,our Operating Subsidiary not been informed by any PRC governmental authority of any requirement that they file for acybersecurity review.However,there remains significant uncertainty in the interpretati

73、on and enforcement of relevant PRC cybersecurity laws andregulations.If the Revised Review Measures are adopted into law in the future and if our Operating Subsidiary is deemed to be an“operator of criticalinformation infrastructure”or a“data processor”controlling personal information of no less tha

74、n one million users,our operation and the listing of ourOrdinary Shares in the U.S.could be subject to CACs cybersecurity review.We have been advised by David Fong&Co.,our Hong Kong counsel,that based on their understanding of the current Hong Kong laws,as of thedate of this prospectus,the Company a

75、nd its Operating Subsidiary,are not required to obtain any permissions or approvals from Hong Kong authoritiesbefore listing in the U.S.and issuing our Ordinary Shares to foreign investors.No such permissions or approvals have been applied for by the Companyand/or its subsidiaries or denied by any r

76、elevant authorities.As of the date of this prospectus,the Operating Subsidiary received all requisite permissions orapprovals from the Hong Kong authorities to operate their businesses in Hong Kong,including but not limited to their business registration certificates.However,we have been advised by

77、David Fong&Co.that uncertainties still exist,due to the possibility that laws,regulations,or policies in Hong Kongcould change rapidly in the future.Based on managements internal assessment that the Company and its subsidiary currently have no material operations in the PRC,managementunderstands tha

78、t as of the date of this prospectus,the Company is not required to obtain any permissions or approvals from PRC authorities before listing inthe U.S.and to issue our Ordinary Shares to foreign investors,including the CAC or the CSRC because(i)the CSRC currently has not issued any definitiverule or i

79、nterpretation concerning whether offerings like ours under this prospectus are subject to this regulation;and(ii)the Company operates in Hong Kongand is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC.We alsou

80、nderstand that our Operating Subsidiary is not required to obtain any permissions or approvals from any Chinese authorities to operate their businesses as ofthe date of this prospectus.No permissions or approvals have been applied for by the Company or denied by any relevant authority.However,uncert

81、aintiesstill exist,due to the possibility that laws,regulations,or policies in the PRC could change rapidly in the future.In the event that(i)the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to reviewby the CSRC or the CAC or if app

82、licable laws,regulations or interpretations change and we are required to obtain such permissions or approvals,(ii)weinadvertently conclude that relevant permissions or approvals were not required or(iii)we did not receive or maintain relevant permissions or approvalsrequired,any action taken by the

83、 PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer orcontinue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless.In addition,our Ordinary Shares may be prohibited from

84、trading on a national exchange or over-the-counter market under the Holding ForeignCompanies Accountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect ourauditors for two consecutive years.Pursuant to the HFCA Act,the PCAOB issued a

85、 Determination Report on December 16,2021 which found that thePCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in:(i)mainland China of the PRC,and(ii)HongKong;and such report identified the specific registered public accounting firms which are sub

86、ject to these determinations.On August 26,2022,the PCAOBsigned a Statement of Protocol with the CSRC and Chinas Ministry of Finance(the“PRC MOF”)in respect of cooperation on the oversight of PCAOB-registered public accounting firms based in mainland China and Hong Kong.Pursuant to the Statement of P

87、rotocol,the PCAOB conducted inspections onselect registered public accounting firms subject to the Determination Report in Hong Kong between September 2022 and November 2022.On December15,2022,the PCAOB board announced that it has completed the inspections,determined that it had complete access to i

88、nspect or investigate completelyregistered public accounting firms headquartered in mainland China and Hong Kong,and voted to vacate the Determination Report.Our auditor,ARK ProCPA&Co,the independent registered public accounting firm that issues the audit report included in this prospectus,as an aud

89、itor of companies that aretraded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conductsregular inspections to assess ARK Pro CPA&Cos compliance with applicable professional standards.ARK Pro CPA&Co is headquarte

90、red in Hong Kong,and can be inspected by the PCAOB.ARK Pro CPA&Co was identified in the Determination Report as a firm subject to the PCAOBs determination.Notwithstanding the foregoing,in the event that,in the future,the PCAOB determines that it is not able to fully conduct inspections of our audito

91、r for threeconsecutive years,or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in thefuture,trading of our securities on a national securities exchange or in the over-the counter market may be prohibited under the HFCA Act

92、 and our access tothe U.S.capital markets may be limited or restricted.In addition,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign CompaniesAccountable Act(the“AHFCAA”),which,if passed by the U.S.House of Representatives and signed into law,would reduce the period of time for

93、foreigncompanies to comply with the PCAOB audits to two consecutive years instead of three,thus reducing the time period for triggering the prohibition ontrading.On December 29,2022,the Consolidated Appropriations Act,2023(the“CAA”)was signed into law by President Biden.The CAA contained,among other

94、 things,an identical provision to the AHFCAA,which reduces the number of consecutive non-inspection years required for triggering theprohibitions under the HFCA Act from three years to two.We are both an“emerging growth company”and a“foreign private issuer”under applicable U.S.Securities and Exchang

95、e Commission rules andwill be eligible for reduced public company disclosure requirements.See section titled“Prospectus SummaryImplications of Being an Emerging GrowthCompany and a Foreign Private Issuer”for additional information.Neither the Securities and Exchange Commission nor any state securiti

96、es commission nor any other regulatory body has approved or disapprovedof these securities or passed upon the adequacy or accuracy of this prospectus.Any representation to the contrary is a criminal offense.PER ORDINARYSHARE TOTAL Initial public offering price$Underwriting discounts and commissions(

97、1)(2)$Proceeds,before expenses,to us$(1)An underwriting discount of 7.5%of the public offering price will be provided to D.Boral Capital LLC(“D.Boral”,or the“Representative”),therepresentative of the underwriters.We have agreed to reimburse the Representative for certain out-of-pocket accountable ex

98、penses.For a description ofcompensation payable to the Representative,see“Underwriting”beginning on page 119.(2)Does not include a non-accountable expense allowance equal to 1.0%of the gross proceeds,an accountable expense of no more than$250,000,payableto the Representative,or the reimbursement of

99、certain expenses of the Representative.For a description of other terms of compensation to be received bythe Representative,see“Underwriting”beginning on page 119.We expect our total cash expenses for this Offering(including cash expenses payable to the Representative for their out-of-pocket expense

100、s)tobe approximately$1,256,279,exclusive of the above discounts and commissions.These payments will further reduce proceeds available to us beforeexpenses.See“Underwriting.”This Offering is being conducted on a firm commitment basis.The Representative is obligated to take and pay for all of the Ordi

101、nary Shares ifany such shares are taken.We have granted the Representative an option for a period of forty-five(45)days after the closing of this Offering to purchaseup to 15%of the total number of our Ordinary Shares to be offered by us pursuant to this Offering(excluding shares subject to this opt

102、ion),solely for thepurpose of covering over-allotments,at the initial public offering price less the underwriting discounts and commissions.If we complete this Offering,net proceeds will be delivered to us on the closing date.The Representative expects to deliver the Ordinary Shares to purchasers ag

103、ainst payment on ,2025.D.Boral Capital The date of this prospectus is ,2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY 1THE OFFERING 12RISK FACTORS 13SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 42USE OF PROCEEDS 43DIVIDEND POLICY 44CAPITALIZATION 45DILUTION 46MANAGEMENTS DISCUSSION AND ANALYSIS

104、OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 47OUR CORPORATE STRUCTURE AND HISTORY 65INDUSTRY OVERVIEW 67BUSINESS 69REGULATIONS 77MANAGEMENT 89PRINCIPAL SHAREHOLDERS 95RELATED PARTY TRANSACTIONS 96DESCRIPTION OF SHARE CAPITAL 97SHARES ELIGIBLE FOR FUTURE SALE 109TAXATION 111UNDERWRITING 119EXPEN

105、SES OF THE OFFERING 125LEGAL MATTERS 126EXPERTS 126ENFORCEMENT OF CIVIL LIABILITIES 126WHERE YOU CAN FIND MORE INFORMATION 127INDEX TO AUDITED COMBINED FINANCIAL STATEMENTS F-1REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM F-2 The definitions of certain capitalized terms used in this prospe

106、ctus can be found in the section titled“Prospectus SummaryConventions WhichApply to this Prospectus”beginning on page 11 of this prospectus.For investors outside the United States:neither we nor the underwriters have done anything that would permit this Offering or possession ordistribution of this

107、prospectus in any jurisdiction,other than the United States,where action for that purpose is required.Persons outside the United Stateswho come into possession of this prospectus must inform themselves about,and observe any restrictions relating to,the offering of the Ordinary Shares andthe distribu

108、tion of this prospectus outside the United States.You should rely only on the information contained in this prospectus,any amendment or supplement to this prospectus,or on any freewriting prospectus,that we have authorized for use in connection with this Offering.Neither we nor the underwriters have

109、 authorized anyone toprovide you with any information or to make any representations other than those contained in this prospectus,any amendment or supplement tothis prospectus,or in any free writing prospectus we have prepared,and neither we nor the underwriters take responsibility for,and can prov

110、ide noassurance as to the reliability of,any other information others may give you.Neither we nor the underwriters are making an offer to sell,or seekingoffers to buy,these securities in any jurisdiction where the offer or sale is not permitted.The information contained in this prospectus is accurat

111、eonly as of the date on the cover page of this prospectus,regardless of the time of delivery of this prospectus or the sale of the Ordinary Shares.Ourbusiness,financial condition,results of operations and prospects may have changed since the date on the cover page of this prospectus.iTable of Conten

112、ts PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus.This summary does not contain all of the information that youshould consider before investing in our Ordinary Shares.For a more complete understanding of us and this Offering,you should read and

113、 carefully considerthe entire prospectus,including the more detailed information set forth under“Risk Factors”and“Managements Discussion and Analysis of FinancialCondition and Results of Operations”and our combined financial statements and the related notes included elsewhere in this prospectus.Some

114、 of thestatements in this prospectus are forward-looking statements.See section titled“Special Note Regarding Forward-Looking Statements.”In this prospectus,unless the context requires otherwise,references to“we,”“us,”“our,”“our Group”or the“Company”refer to Phoenix Asia Holdings Limited togetherwit

115、h its subsidiaries.Our Business Our Mission We strive to become a premier substructure contractor in Hong Kong,delivering unparalleled customer satisfaction,the highest standards of workand safety,and exceptional craftsmanship and environmental performance.Overview We are an exempted company with li

116、mited liabilities incorporated under the laws of the Cayman Islands on August 9,2024.We operate as a holdingcompany.We operate our business primarily through our indirectly wholly-owned Operating Subsidiary,Winfield Engineering(Hong Kong)Limited.Wemainly engage in substructure works,such as site for

117、mation,ground investigation and foundation works,in Hong Kong.To a lesser extent,we also provideother construction services such as structural steelworks.We mostly undertake substructure works in the role of subcontractor for the six months endedSeptember 30,2024 and the fiscal years ended March 31,

118、2024 and 2023.Winfield Engineering(Hong Kong)Limited was founded in 1990.Over our 30 years of operating history,we have focused on substructure works,serving as a subcontractor and building up significant expertise and a strong track record.Substructure refers to the foundation support system constr

119、uctedbeneath ground level.We take great pride in our capability to effectively address substructure works challenges during the completion of our works.In 2023,we were awarded with a public project for a major trunk road,which involves marine grouting works and the project is expected to be complete

120、d in late-2025.This project further demonstrates our versatility and commitment to delivering high-quality substructure solutions.Through our Operating Subsidiary,we are mainly engaged in public sector and private sector projects in Hong Kong.In 2023,we were awardedwith an infrastructure project for

121、 the redevelopment of a riding school with an initial contract sum of over HKD24.4 million(USD3.1 million),which isexpected to be completed in mid-2025.As of the date of this prospectus,Winfield Engineering(Hong Kong)Limited is(i)a Registered Specialist Contractor under the sub-registers offoundatio

122、n works,site formation works and ground investigation field works categories maintained by the Buildings Department of Hong Kong;and(ii)aRegistered Subcontractor under foundation and piling(sheet piles,bored piles,driven piles,diaphragm walls,micro piles and hand-dug caisson)and generalcivil works(e

123、arthwork and ground investigation)of the Registered Specialist Trade Contractors Scheme of the Construction Industry Council of Hong Kong.We,through our Operating Subsidiary,have achieved significant growth in our business.For the fiscal years ended March 31,2024 and 2023,ourtotal revenue derived fr

124、om substructure and other construction services was approximately USD5.8 million and USD2.2 million,respectively.The number ofcustomers with revenue contribution to us was 18 for the fiscal year ended March 31,2023 and 11 for the fiscal year ended March 31,2024.According to the Census and Statistic

125、Department,between 2014 and 2023,the construction industry in Hong Kong maintained growth with acompounded annual growth rate of 1.53%.Driven by(i)sustained supply of residential units and urban renewal program;(ii)the Governments fundingsupport in innovative constructive methods and new technologie

126、s;(iii)the Governments continuous effort in enhancing rail connectivity,which requiresextensive substructure works;and(iii)rapid advancement in technology to optimize productivity and reduce costs such as the building informationmanagement and industrialized building system,it is expected that the H

127、ong Kong civil engineering industry will continue to grow.1Table of Contents Our Competitive Strengths Established operating history and track recordStable relationships with our customers and suppliersExperienced and dedicated management teamStringent quality control Our Growth Strategies Enhance c

128、ompetitiveness and expand our market shareAcquire innovative machinery to enhance productivity and our service capacity Improve our technical capability through technology investmentEnhance brand recognition of our brand,“Winfield”Corporate History and Structure The Company,Phoenix Asia Holdings Lim

129、ited,an exempted company with limited liability incorporated under the law of the Cayman Islands onAugust 9,2024.The authorized share capital of the Company is USD50,000 divided into 5,000,000,000 ordinary shares with a par value of USD0.00001.Ogier Global Subscriber(Cayman)Limited was the sole shar

130、eholder holds 1 ordinary share from date of incorporation to August 15,2024.1 share wastransferred to Phoenix Prosperity Investment Limited on August 15,2024 and 9,999 additional shares were issued to Phoenix Prosperity Investment Limitedon same date to come up with the 10,000 shares.As such,the sol

131、e shareholder of the Company,Phoenix Prosperity Investment Limited,holds 10,000ordinary shares of the Company.Phoenix(BVI)Limited was incorporated on August 16,2024 under the laws of the British Virgin Islands,as an intermediate holding company.Thesole shareholder of Phoenix(BVI)Limited,Phoenix Asia

132、 Holdings Limited,holds 1 ordinary share.Winfield Engineering(Hong Kong)Limited was incorporated on February 23,1990 in Hong Kong.Mr.Chi Kin Kelvin Yeung acquired the entireissued share capital of 20 shares at the consideration of HKD1 per share from three parties on November 30,2016 and became the

133、sole shareholder ofWinfield Engineering(Hong Kong)Limited.On August 30,2024,Winfield Engineering(Hong Kong)Limited issued 785 shares to Mr.Chi Kin KelvinYeung at the consideration of HKD785(USD101).Subsequent to the issuance of shares,Winfield Engineering(Hong Kong)Limited is owned as to 805shares b

134、y Mr.Chi Kin Kelvin Yeung.On September 2,2024,Winfield Engineering(Hong Kong)Limited issued 48,49,49 and 49 shares to More ResourcesHoldings Limited,Quest Dragon International Limited,Rich Plenty Investment Limited and Unique Resources Holdings Limited.Subsequently,MoreResources Holdings Limited,Que

135、st Dragon International Limited,Rich Plenty Investment Limited and Unique Resources Holdings Limited injectedHKD720,000(USD92,308),HKD735,000(USD94,231),HKD735,000(USD94,231)and HKD735,000(USD94,231),respectively,into WinfieldEngineering(Hong Kong)Limited.Subsequent to the issuance of shares,Winfiel

136、d Engineering(Hong Kong)Limited is owned as to 805,48,49,49 and 49shares by Mr.Chi Kin Kelvin Yeung,More Resources Holdings Limited,Quest Dragon International Limited,Rich Plenty Investment Limited and UniqueResources Holdings Limited.On September 12,2024,Phoenix(BVI)Limited and the Company entered

137、into share exchange agreements with(i)Mr.Chi Kin Kelvin Yeung andPhoenix Prosperity Investment Limited,(ii)More Resources Holdings Limited,(iii)Quest Dragon International Limited,(iv)Rich Plenty InvestmentLimited and(v)Unique Resources Holdings Limited.Pursuant to the share exchange agreements,the C

138、ompany issued 16,090,000,960,000,980,000,980,000 and 980,000 ordinary shares to Phoenix Prosperity Investment Limited,More Resources Holdings Limited,Quest Dragon International Limited,Rich Plenty Investment Limited and Unique Resources Holdings Limited,in exchange of 805,48,49,49 and 49 shares in W

139、infield Engineering(HongKong)Limited,being 100%ownership of Winfield Engineering(Hong Kong)Limited,via Phoenix(BVI)Limited,from Mr.Chi Kin Kelvin Yeung,MoreResources Holdings Limited,Quest Dragon International Limited,Rich Plenty Investment Limited and Unique Resources Holdings Limited.Uponcompletio

140、n of the above share exchange,Winfield Engineering(Hong Kong)Limited became direct wholly-owned subsidiary of Phoenix(BVI)Limited.Subsequently,Phoenix Prosperity Investment Limited,More Resources Holdings Limited,Quest Dragon International Limited,Rich PlentyInvestment Limited and Unique Resources H

141、oldings Limited holds 16,100,000,960,000,980,000,980,000 and 980,000 ordinary shares of the Companywith a par value of USD0.00001,representing 80.5%,4.8%,4.9%,4.9%and 4.9%of the issued outstanding share capital of the Company.2Table of Contents Corporate Structure The chart below illustrates our cor

142、porate structure and identifies our subsidiaries prior to and after our Groups initial public offering,assuming that theSelling Shareholder will not sell all of the Ordinary Shares it offered for sale pursuant to the Resale Prospectus:(1)As of the date of this prospectus,there are 4(four)shareholder

143、s of record that have shareholding less than 5%The chart below illustrates our corporate structure and identifies our subsidiaries prior to and after our Groups initial public offering,assuming that theSelling Shareholder sell all of the Ordinary Shares it offered for sale pursuant to the Resale Pro

144、spectus:(1)As of the date of this prospectus,there are 4(four)shareholders of record that have shareholding less than 5%Transfers of Cash to and from our Subsidiaries Phoenix Asia Holdings Limited is a holding company with no operations of its own.It conducts its operation in Hong Kong through its O

145、peratingSubsidiary,Winfield Engineering(Hong Kong)Limited.Our Company relies on dividends or payments to be paid by its Operating Subsidiary to fund itscash and financing requirements,including the funds necessary to pay dividends and other cash distributions to our shareholders and U.S.investors,to

146、service any debt we may incur and to pay our operating expenses.Our Company is permitted under the laws of the Cayman Islands to provide funding to its Operating Subsidiary in Hong Kong through loans and/orcapital contributions without restrictions on the amount of the funds.Phoenix(BVI)Limited is p

147、ermitted under the laws of the BVI to provide funding to ourCompany,through dividend distributions or payments,without restrictions on the amount of the funds.Winfield Engineering(Hong Kong)Limited is alsopermitted under the laws of Hong Kong to provide funding to our Company,through dividend distri

148、butions or payments,without restrictions on the amountof the funds.There are no restrictions or limitation on our ability to distribute earnings by dividends from our subsidiaries,to our Company and ourshareholders and U.S.investors,provided that the entity remains solvent after such distribution.Su

149、bject our Amended and Restated Memorandum andArticles of Association,our board of directors may,by resolution of directors,authorize and declare a dividend to shareholders at such time and in suchamount as they think fit if they are satisfied,on reasonable grounds,that immediately following the divi

150、dend the value of our assets will exceed our liabilitiesand our Company will be able to pay our debts as they become due.According to the Companies Ordinance of Hong Kong(Chapter 622 of the Laws ofHong Kong),a Hong Kong company may only make a distribution out of profits available for distribution.W

151、e did not adopt or maintain any cashmanagement policies and procedures as of the date of this prospectus.There is no further Cayman Islands,BVI or Hong Kong statutory restriction on theamount of funds which may be distributed by us by dividend.Under the current practice of the Inland Revenue Departm

152、ent of Hong Kong,no withholdingtax is payable in Hong Kong in respect of dividends paid by our Hong Kong subsidiaries to us.3Table of Contents Our Company is a Cayman Islands company,Phoenix(BVI)Limited is a BVI company and our Operating Subsidiary is a Hong Kong company.There are no restrictions on

153、 foreign exchange and there are no limitations on the abilities of our Company to transfer cash to or from our OperatingSubsidiary,or to investors under Hong Kong law.There are no restrictions or limitations under the laws of Hong Kong imposed on the conversion of HongKong dollar into foreign curren

154、cies and the remittance of currencies out of Hong Kong,nor there is any restriction on foreign exchange to transfer cashbetween our Company and its subsidiaries,across borders and to U.S investors,nor there is any restrictions and limitations to distribute earnings from ourbusiness and subsidiaries

155、to our Company and U.S.investors and amounts owed.Since the only transfer of cash among our Company and our OperatingSubsidiary were in the form of dividends and there are no limitations on the abilities of the Company to transfer cash to or from its subsidiaries or toinvestors under Hong Kong law,o

156、ur Company has not established cash management policies that dictate how funds are transferred.We do not have any present plan to declare or pay any dividends on our Ordinary Shares in the foreseeable future.We currently intend to retain allavailable funds and future earnings,if any,for the operatio

157、n and expansion of our business and do not anticipate declaring or paying any dividends in theforeseeable future.Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering ourfinancial condition,results of operations,capital req

158、uirements,contractual requirements,business prospects and other factors the board of directors deemsrelevant,and subject to the restrictions contained in any future financing instruments.See“Risk Factors Risks related to our Corporate Structure Wewill in the future rely on dividends and other distri

159、butions on equity paid by the Operating Subsidiary to fund any cash and financing requirements we mayhave,and any limitation on the ability of the Operating Subsidiary to make payments to us could have a material adverse effect on our ability to conduct ourbusiness.In the future,funds or assets may

160、not be available to fund operations or for other use outside of Hong Kong,due to the imposition of restrictionsand limitations on,our ability or our subsidiary by the PRC government to transfer cash.”on page 21,and the audited combined financial statements and theaccompanying footnotes beginning on

161、F-2 of this prospectus,for more information.David Fong&Co.,our counsel to Hong Kong law,have advised us that there is uncertainty as to whether the courts of the Hong Kong would(i)recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon

162、the civil liability provisions of thesecurities laws of the United States or any state in the United States or(ii)entertain original actions brought in Hong Kong against us or our directors orofficers predicated upon the securities laws of the United States or any state in the United States.Our Hong

163、 Kong counsel also advised us that in Hong Kong,foreign judgments can be enforced under statute under the Foreign Judgments(Reciprocal Enforcement)Ordinance or under common law.The ForeignJudgments(Reciprocal Enforcement)Ordinance is a registration scheme for the recognition and enforcement of forei

164、gn judgments based on reciprocity butthe United States is not a designated country under the Foreign Judgments(Reciprocal Enforcement)Ordinance.As a result,a judgment rendered by a courtin the United States,including as a result of administrative actions brought by regulatory authorities,such as the

165、 SEC,and other actions,will not be enforcedby the Hong Kong courts under the statutory regime.In addition,the Supreme Peoples Court of the PRC and the Government of Hong Kong have enteredinto the“Arrangement on Reciprocal Recognition and Enforcement of Judgments in Civil and Commercial Matters by th

166、e Courts of the Mainland and of theHong Kong Special Administrative Region pursuant to Choice of Court Agreements between Parties Concerned,”or the Arrangement.The MainlandJudgements(Reciprocal Enforcement)Ordinance gave effect to the Arrangement and is a registration scheme for recognition and enfo

167、rcement of PRCjudgements based on reciprocity.Other than the Arrangement,Hong Kong has not entered into any multilateral convention or bilateral treaty regarding therecognition and enforcement of foreign judgments.Accordingly,any judgments rendered by a court in the United States will need to be enf

168、orced undercommon law.In order to enforce a foreign judgment under common law in Hong Kong,the judgment must meet certain criteria before it can be enforced,such as the judgment being final and conclusive.As a result,it may be time-consuming and costly for you to enforce a judgment of U.S.courts for

169、 civilliabilities under U.S.federal securities laws against us,our directors or officers in the Cayman Islands and Hong Kong.See“Risk Factors-Risks Related toOur Initial Public Offering and Ownership of Our Ordinary Shares-Due to lack of reciprocity and cost and time constraints,you may experience d

170、ifficultiesin effecting service of legal process,enforcing foreign judgments,or bringing actions in Cayman Islands,Hong Kong and China against us or our directorsand officers based on foreign law.”on page 39 for more information.Risk Factors Summary We face risks and uncertainties relating to our bu

171、siness and operation,including,but not limited to the following:Risks Related to Our Business and Industry Our performance depends on market conditions and trends in the civil engineering industry and if there is any slowdown in the development ofinfrastructure in Hong Kong,the availability of subst

172、ructure projects in Hong Kong may decrease significantly.See a more detailed discussion ofthis risk factor with the same title on page 13 of this prospectus.Our revenue is mainly derived from projects which are non-recurrent in nature and there is no guarantee that our customers will provide us with

173、 newbusinesses.See a more detailed discussion of this risk factor with the same title on page 14 of this prospectus.Our cost of revenue has historically fluctuated.If we experience any significant increase in cost of revenue,our gross profit margin might decreaseand our business operations and finan

174、cial position might be materially and adversely affected.See a more detailed discussion of this risk factor withthe same title on page 14 of this prospectus.If we do not comply with certain laws,we could be suspended or debarred contracting,which could have a material adverse effect on our business.

175、See a more detailed discussion of this risk factor with the same title on page 15 of this prospectus.During the six months ended September 30,2024 and the fiscal years ended March 31,2024 and 2023,our five largest customers accounted for asignificant portion of our total revenue.See a more detailed

176、discussion of this risk factor with the same title on page 16 of this prospectus.We may not be able to implement our business plans effectively to achieve future growth.See a more detailed discussion of this risk factor with thesame title on page 16 of this prospectus.4Table of Contents Failure to c

177、omplete our projects on a reliable and timely basis could materially affect our reputation,our financial performance or may subject us toclaim.See a more detailed discussion of this risk factor with the same title on page 17 of this prospectus.We are subject to credit risk in relation to the collect

178、ability of our trade receivables and contract assets.See a more detailed discussion of this riskfactor with the same title on page 18 of this prospectus.Our significant shareholder has considerable influence over our corporate matters.See a more detailed discussion of this risk factor with the samet

179、itle on page 18 of this prospectus.If we fail to promote and maintain our brand effectively and cost-efficiently,our business and results of operations may be harmed.See a moredetailed discussion of this risk factor with the same title on page 19 of this prospectus.Failure to maintain safe construct

180、ion sites and/or implement our safety management system may lead to the occurrence of personal injuries,property damages,fatal accidents or suspension or non-renewal of our registration under the Registered Specialist Trade Contractors Scheme of theConstruction Industry Council.See a more detailed d

181、iscussion of this risk factor with the same title on page 19 of this prospectus.There is no assurance that we will be able to renew our registration under the Registered Specialist Trade Contractors Scheme of the ConstructionIndustry Council and as a registered specialist contractor under the Buildi

182、ngs Department of Hong Kong.See a more detailed discussion of this riskfactor with the same title on page 20 of this prospectus.We may be a party to legal proceedings from time to time and we cannot assure you that such legal proceedings will not have a material adverseimpact on our business.In part

183、icular,there may be potential employees compensation claims and personal injury claims.See a more detaileddiscussion of this risk factor with the same title on page 20 of this prospectus.Our business is susceptible to government policies and macroeconomic conditions.See a more detailed discussion of

184、 this risk factor with the sametitle on page 21 of this prospectus.Risks Related to Our Corporate Structure We will in the future rely on dividends and other distributions on equity paid by the Operating Subsidiary to fund any cash and financingrequirements we may have,and any limitation on the abil

185、ity of the Operating Subsidiary to make payments to us could have a material adverseeffect on our ability to conduct our business.In the future,funds or assets may not be available to fund operations or for other use outside of HongKong,due to the imposition of restrictions and limitations on,our ab

186、ility or our subsidiary by the PRC government to transfer cash.See a moredetailed discussion of this risk factor with the same title on page 21 of this prospectus.Risks Related to Doing Business in Hong Kong Hong Kongs legal system is evolving and has inherent uncertainties that could limit the lega

187、l protection available to you.See a more detaileddiscussion of this risk factor with the same title on page 23 of this prospectus.The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region(the“Hong Kong NationalSecurity Law”)could impact our Oper

188、ating Subsidiary in Hong Kong.See a more detailed discussion of this risk factor with the same title on page24 of this prospectus.Recently in 2023,the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas inmainland China,including cr

189、acking down on illegal activities in the securities market,enhancing supervision over mainland China-based companieslisted overseas using the variable interest entity structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding theefforts in anti-monopoly enforcement.In

190、 the future,we may be subject to PRC laws and regulations related to the current business operations of ourOperating Subsidiary and any changes in such laws and regulations and interpretations may impair its ability to operate profitably,which couldresult in a material negative impact on its operati

191、ons and/or the value of our Ordinary Shares.See a more detailed discussion of this risk factor withthe same title on page 24 of this prospectus.5Table of Contents We may become subject to a variety of PRC laws and other obligations regarding M&A Rules,the Trial Measures and data security,and any fai

192、lureto comply with applicable laws and obligations could have a material and adverse effect on our business,financial condition and results ofoperations.See a more detailed discussion of this risk factor with the same title on page 25 of this prospectus.Most of our Operating Subsidiarys operations a

193、re conducted in Hong Kong.However,due to the long arm provisions under the current PRC lawsand regulations,the Chinese government may exercise significant oversight and discretion over the conduct of such business and may influencesuch operations at any time,which could result in a material change i

194、n the operations of the Operating Subsidiary and/or the value of our OrdinaryShares.The PRC government may also impose restrictions on our ability to transfer money out of Hong Kong to distribute earnings and paydividends or to reinvest in our business outside of Hong Kong.Changes in the policies,re

195、gulations,rules,and the enforcement of laws of theChinese government may also occur quickly and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot becertain.There are uncertainties regarding the enforcement of PRC laws,and rules and regulations in China can

196、change quickly with little advancenotice.The Chinese government may intervene or influence our operations at any time,or may exert more control over offerings conductedoverseas and/or foreign investment in China-based issuers,which could result in a material change in our operations and/or the value

197、 of thesecurities we are registering for sale.See a more detailed discussion of this risk factor with the same title on page 29 of this prospectus.The recent joint statement by the SEC and PCAOB,proposed rule changes submitted by Nasdaq,and the HFCAA all call for additional and morestringent criteri

198、a to be applied to emerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditorswho are not inspected by the PCAOB.These developments could add uncertainties to our Offering.See a more detailed discussion of this risk factorwith the same title on page 3

199、0 of this prospectus.Risks Related to Our Initial Public Offering and Ownership of Our Ordinary Shares You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing original actions in the Cayman Islandsor Hong Kong based on U.S.or other foreign laws a

200、gainst us,our management or the experts named in the prospectus.Due to lack of reciprocity and cost and time constraints,you may experience difficulties in effecting service of legal process,enforcing foreignjudgments,or bringing actions in Cayman Islands,Hong Kong and China against us or our direct

201、ors and officers based on foreign law.Recent Regulatory Developments in the PRC We do not have any operations in mainland China and currently do not have or intend to have any operating subsidiary established in mainlandChina or any contractual arrangement to establish a variable interest entity(“VI

202、E”)structure with any entity in mainland China,but because all of ouroperations are conducted in Hong Kong through our wholly-owned Operating Subsidiary,and Hong Kong is a Special Administrative Region of China,theChinese government may exercise significant oversight and discretion over the conduct

203、of our business and may intervene in or influence our operations atany time,which could result in a material change in our operations and/or the value of our Ordinary Shares.In the event that the PRC regulatory authorities disallow our business structure,any action taken by the PRC government could

204、significantly limit orcompletely hinder our operations in Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of suchsecurities to significantly decline or be worthless.See“Risk Factors If the Chinese government chooses to extend oversight an

205、d control over offerings thatare conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-based issuers,such action may significantly limit orcompletely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary

206、Shares to significantly decline orbe worthless.”for further details.6Table of Contents We may be subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations.We are also subjectto the risks of uncertainty about any future actions of the Chinese

207、 government or authorities in Hong Kong in this regard.Should the Chinese governmentchoose to exercise significant oversight and discretion over the conduct of our business,they may intervene in or influence our operations.Suchgovernmental actions:could result in a material change in our operations

208、and/or the value of our Ordinary Shares;could significantly limit or completely hinder our ability to continue our operations;could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors;andmay cause the value of our Ordinary Shares to sig

209、nificantly decline or be worthless.We are aware that recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations in certainareas in China with little advance notice,including cracking down on illegal activities in the securities market,enhancin

210、g supervision over China-basedcompanies listed overseas using a VIE structure,adopting new measures to extend the scope of cybersecurity reviews,and expanding its efforts in anti-monopoly enforcement.Since these statements and regulatory actions are new,it is highly uncertain how soon the legislativ

211、e or administrative regulationmaking bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated,ifany.It is also highly uncertain what the potential impact such modified or new laws and regulations will have on our

212、 Hong Kong Operating Subsidiarysdaily business operations,their ability to accept foreign investments and the listing of our Ordinary Shares on a U.S.or other foreign exchange.These actionscould result in a material change in our operations and/or to the value of our Ordinary Shares and could signif

213、icantly limit or completely hinder our ability tooffer or continue to offer our Ordinary Shares to investors.See“Risk Factors Most of our Operating Subsidiarys operations are conducted in Hong Kong.However,due to the long arm provisions under the current PRC laws and regulations,the Chinese governme

214、nt may exercise significant oversight anddiscretion over the conduct of such business and may influence such operations at any time,which could result in a material change in the operations of theOperating Subsidiary and/or the value of our Ordinary Shares.The PRC government may also impose restrict

215、ions on our ability to transfer money out ofHong Kong to distribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and theenforcement of laws of the Chinese government may also occur quickly and our assertions and beliefs of t

216、he risk imposed by the PRC legal and regulatorysystem cannot be certain.There are uncertainties regarding the enforcement of PRC laws,and rules and regulations in China can change quickly with littleadvance notice.The Chinese government may intervene or influence our operations at any time,or may ex

217、ert more control over offerings conductedoverseas and/or foreign investment in China-based issuers,which could result in a material change in our operations and/or the value of the securities weare registering for sale.”for further information.Recent statements by the PRC government have indicated a

218、n intent to exert more exert oversight and control over offerings that are conductedoverseas and/or foreign investments in China based issuers.On July 6,2021,the General Office of the Communist Party of China Central Committee and theGeneral Office of the State Council jointly issued a document to c

219、rack down on illegal activities in the securities markets and promote the high-qualitydevelopment of the capital markets,which,among other things,requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision ove

220、r China-based companies listed overseas,and to establish and improve the system ofextraterritorial application of the PRC securities laws.On December 24,2021,the China Securities Regulatory Commission(the“CSRC”)released the Draft Administrative Provisions and the DraftFiling Measures,both of which h

221、ad a comment period that expired on January 23,2022.The Draft Administrative Provisions and Draft Filing Measuresregulate the administrative system,record-filing management,and other related rules in respect of the direct or indirect overseas issuance of listed and tradedsecurities by“domestic enter

222、prises”.The Draft Administrative Provisions specify that the CSRC has regulatory authority over the“overseas securitiesoffering and listing by domestic enterprises”,and require“domestic enterprises”to complete filing procedures with the CSRC if they wish to list overseas.On February 17,2023,the CSRC

223、 released the Trial Measures and five supporting guidelines,which came into effect on March 31,2023.According to theTrial Measures,domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filing procedures and reportrelevant information to the

224、 CSRC;any failure to comply with such filling procedures may result in administrative penalties,such as an order to rectify,warnings,and fines.On April 2,2022,the CSRC published the Draft Archives Rules,for public comment.These rules state that in the overseas listingactivities of domestic companies

225、,domestic companies,as well as securities companies and securities service institutions providing relevant securitiesservices thereof,should establish a sound system of confidentiality and archival work,shall not disclose state secrets,or harm the state and public interests.7Table of Contents Under

226、the Trial Measures and the Guidance Rules and Notice,Chinese domestic companies conducting overseas securities offering and listing activities,either in direct or indirect form,shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three workingdays

227、following their submission of initial public offerings or listing application.The companies that have already been listed on overseas stock exchanges orhave obtained the approval from overseas supervision administrations or stock exchanges for its offering and listing and will complete their oversea

228、s offeringand listing prior to September 30,2023 are not required to make immediate filings for its listing,yet need to make filings for subsequent offerings inaccordance with the Trial Measures.Companies that have already submitted an application for an initial public offering to overseas supervisi

229、onadministrations prior to the effective date of the Trial Measures but have not yet obtained the approval from overseas supervision administrations or stockexchanges for the offering and listing,shall arrange for the filing within a reasonable time period and shall complete the filing procedure bef

230、ore suchcompanies overseas issuance and listing.The Management understands that as of the date of this prospectus,the Group has no operations in China and is not required to complete filingprocedures with the CSRC pursuant to the requirements of the Trial Measures.While the Group has no current oper

231、ations in China,should we have anyfuture operations in China and should we(i)fail to receive or maintain such permissions or approvals,(ii)inadvertently conclude that such permissions orapprovals are not required,or(iii)applicable laws,regulations,or interpretations change and require us to obtain s

232、uch permissions or approvals in the future,we may face sanctions by the CSRC,the CAC or other PRC regulatory agencies.These regulatory agencies may also impose fines and penalties on ourpotential operations in China,as well as limit our ability to pay dividends outside of China,limit our operations

233、in China,delay or restrict the repatriation ofthe proceeds from this Offering into China or take other actions that could have a material adverse effect on our business as well as the trading price of ourOrdinary Shares.We may be required to restructure our operations to comply with such regulations

234、 or potentially cease operations in the PRC entirely.The CSRC,the CAC or other PRC regulatory agencies also may take actions requiring us,or making it advisable for us,to halt this Offering before settlement anddelivery of our Ordinary Shares.In addition,if the CSRC,the CAC or other regulatory PRC a

235、gencies later promulgate new rules requiring that we obtaintheir approvals for this Offering,we may be unable to obtain a waiver of such approval requirements,if and when procedures are established to obtain such awaiver.Any action taken by the PRC government could significantly limit or completely

236、hinder our operations in the PRC and our ability to offer or continueto offer securities to investors and could cause the value of such securities to significantly decline or be worthless.Furthermore,on July 10,2021,the Cyberspace Administration of China(the“CAC”)issued a revised draft of the Measur

237、es for CybersecurityReview for public comment,which required that,among others,in addition to any“operator of critical information infrastructure”,any“data processor”controlling personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subj

238、ect to cybersecurityreview,and further elaborated the factors to be considered when assessing the national security risks of the relevant activities.On December 28,2021,theCAC,the National Development and Reform Commission(“NDRC”),and several other administrations jointly issued the revised Measures

239、 forCybersecurity Review,which became effective and replaced the existing Measures for Cybersecurity Review on February 15,2022.According to theRevised Review Measures,if an“online platform operator”that is in possession of personal data of more than one million users intends to list in a foreigncou

240、ntry,it must apply for a cybersecurity review.Based on a set of Q&A published on the official website of the State Cipher Code Administration inconnection with the issuance of the Revised Review Measures,an official of the said administration indicated that an online platform operator should applyfo

241、r a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators.Moreover,the CAC released the draft of theRegulations on Network Data Security Management in November 2021 for public consultation,which among other things,stipulates that a data processorl

242、isted overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the annual data securityreview report for a given year to the municipal cybersecurity department before January 31 of the following year.Given the recency of the issuance o

243、f theRevised Review Measures and their pending effectiveness,there is a general lack of guidance and substantial uncertainties exist with respect to theirinterpretation and implementation.It remains unclear whether a Hong Kong company which collects personal information from PRC individuals shall be

244、subject to the Revised Review Measures.We do not currently expect the Revised Review Measures to have an impact on our business,our operations or thisOffering as we do not believe that our Operating Subsidiary would be deemed to be an“operator of critical information infrastructure”or a“data process

245、or”controlling personal information of no less than one million users,that would be required to file for cybersecurity review before listing in the U.S.,because(i)our Operating Subsidiary organized and operating in Hong Kong and the Revised Review Measures remains unclear whether it shall be applied

246、 to HongKong companies;(ii)our Operating Subsidiary operates without any subsidiary or VIE structure in Mainland China;(iii)as of date of this prospectus,ourOperating Subsidiary has collected and stored personal information of less than 100 PRC individual clients,which is far less than one million u

247、sers;and(iv)as of the date of this prospectus,our Operating Subsidiary not been informed by any PRC governmental authority of any requirement that they file for acybersecurity review.However,there remains significant uncertainty in the interpretation and enforcement of relevant PRC cybersecurity law

248、s andregulations.If the Revised Review Measures are adopted into law in the future and if our Operating Subsidiary is deemed to be an“operator of criticalinformation infrastructure”or a“data processor”controlling personal information of no less than one million users,our operation and the listing of

249、 ourOrdinary Shares in the U.S.could be subject to CACs cybersecurity review.8Table of Contents We have been advised by David Fong&Co.,our Hong Kong counsel,that based on their understanding of the current Hong Kong laws,as of thedate of this prospectus,the Company and its Operating Subsidiary,are n

250、ot required to obtain any permissions or approvals from Hong Kong authoritiesbefore listing in the U.S.and issuing our Ordinary Shares to foreign investors.No such permissions or approvals have been applied for by the Companyand/or its subsidiaries or denied by any relevant authorities.As of the dat

251、e of this prospectus,the Operating Subsidiary received all requisite permissions orapprovals from the Hong Kong authorities to operate their businesses in Hong Kong,including but not limited to their business registration certificates.However,we have been advised by David Fong&Co.that uncertainties

252、still exist,due to the possibility that laws,regulations,or policies in Hong Kongcould change rapidly in the future.Based on managements internal assessment that the Company and its subsidiary currently have no material operations in the PRC,managementunderstands that as of the date of this prospect

253、us,the Company is not required to obtain any permissions or approvals from PRC authorities before listing inthe U.S.and to issue our Ordinary Shares to foreign investors,including the CAC or the CSRC because(i)the CSRC currently has not issued any definitiverule or interpretation concerning whether

254、offerings like ours under this prospectus are subject to this regulation;and(ii)the Company operates in Hong Kongand is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC.We alsounderstand that our Operating Subs

255、idiary is not required to obtain any permissions or approvals from any Chinese authorities to operate their businesses as ofthe date of this prospectus.No permissions or approvals have been applied for by the Company or denied by any relevant authority.However,uncertaintiesstill exist,due to the pos

256、sibility that laws,regulations,or policies in the PRC could change rapidly in the future.In the event that(i)the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to reviewby the CSRC or the CAC or if applicable laws,regulations or inter

257、pretations change and we are required to obtain such permissions or approvals,(ii)weinadvertently conclude that relevant permissions or approvals were not required or(iii)we did not receive or maintain relevant permissions or approvalsrequired,any action taken by the PRC government could significant

258、ly limit or completely hinder our operations in Hong Kong and our ability to offer orcontinue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless.On December 2,2021,the SEC adopted final amendments to its rules relating to the impleme

259、ntation of certain disclosure and documentationrequirements of the HFCAA,which took effect on January 10,2022.We will be required to comply with these rules if the SEC identifies us as having a“non-inspection”year,as defined in the rules,under a process to be subsequently established by the SEC.The

260、SEC is assessing how to implement otherrequirements of the HFCAA,including the listing and trading prohibition requirements described above.Under the HFCAA,our securities may be prohibitedfrom trading on the Nasdaq or other U.S.stock exchanges if our auditor is not inspected by the PCAOB for three c

261、onsecutive years,and this ultimately couldresult in our shares being delisted.Furthermore,on June 22,2021,the U.S.Senate passed the AHFCAA,which was signed into law on December 29,2022,amending the HFCAA and requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges

262、if its auditor is not subject toPCAOB inspections for two consecutive years instead of three consecutive years,shortening the timeline for the application of the HPCAAs delisting andtrading prohibition from three years to two,and thus,would reduce the time before securities may be prohibited from tr

263、ading or delisted.On September 22,2021,the PCAOB adopted a final rule implementing the HFCAA,which provides a framework for the PCAOB to use when determining,as contemplatedunder the HFCAA,whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in

264、a foreign jurisdictionbecause of a position taken by one or more authorities in that jurisdiction.Corporate Information Our registered office is Ogier Global(Cayman)Limited,89 Nexus Way,Camana Bay,Grand Cayman,KY1-9009,Cayman Islands and ourprincipal office is Workshop B14,8/F,Block B,Tonic Industri

265、al Center,19 Lam Hing Street,Kowloon Bay,Hong Kong.The telephone number of ourprincipal office is+852 2838 9928.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168.Our corporate website is www.winfield.hk.Informati

266、on contained on our website does not constitute part of this prospectus.9Table of Contents Implications of Being an“Emerging Growth Company”and a“Foreign Private Issuer”As a company with less than$1.235 billion in revenue during our most recently completed fiscal year,we qualify as an“emerging growt

267、h company”asdefined in Section 2(a)of the Securities Act,as modified by the JOBS Act.As an emerging growth company,we may take advantage of certain reduceddisclosure and requirements that are otherwise applicable generally to U.S.public companies that are not emerging growth companies.These provisio

268、nsinclude:the option to include in an initial public offering registration statement only two years of audited financial statements and selected financial data andonly two years of related disclosure;reduced executive compensation disclosure;and an exemption from the auditor attestation requirements

269、 of Section 404 of the Sarbanes-Oxley Act of 2002(“Sarbanes-Oxley Act”)in theassessment of our internal controls over financial reporting.The JOBS Act also permits an emerging growth company,such as us,to delay adopting new or revised accounting standards until such time as thosestandards are applic

270、able to private companies.We have not elected to“opt out”of this provision,which means that when a standard is issued or revised andit has different application dates for public or private companies,we will have the discretion to adopt the new or revised standard at the time privatecompanies adopt t

271、he new or revised standard and our discretion will remain until such time that we either(i)irrevocably elect to“opt out”of such extendedtransition period or(ii)no longer qualify as an emerging growth company.We will remain an emerging growth company until the earliest of:the last day of our fiscal y

272、ear during which we have total annual revenue of at least$1.235 billion;the last day of our fiscal year following the fifth anniversary of the closing of this Offering;the date on which we have,during the previous three-year period,issued more than$1.0 billion in non-convertible debt securities;or t

273、he date on which we are deemed to be a“large accelerated filer”under the Exchange Act,which,among other things,would occur if the marketvalue of our Ordinary Shares that are held by non-affiliates exceeds$700 million as of the last business day of our most recently completed secondfiscal quarter.We

274、have taken advantage of reduced reporting requirements in this prospectus.Accordingly,the information contained herein may be different than theinformation you receive from other public companies.In addition,upon closing of this Offering,we will report under the Exchange Act as a“foreign private iss

275、uer.”As a foreign private issuer,we may takeadvantage of certain provisions under the Nasdaq rules that allow us to follow Cayman Islands law for certain corporate governance matters.Even after weno longer qualify as an emerging growth company,as long as we qualify as a foreign private issuer under

276、the Exchange Act,we will be exempt from certainprovisions of the Exchange Act that are applicable to U.S.domestic public companies,including:the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect of a security registered under theExchange Act;th

277、e sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders whoprofit from trades made in a short period of time;the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission o

278、f quarterly reports on Form 10-Q containingunaudited financial and other specified information,or current reports on Form 8-K,upon the occurrence of specified significant events;and Regulation Fair Disclosure(“Regulation FD”),which regulates selective disclosures of material information by issuers.1

279、0Table of Contents We are also a foreign private issuer.Foreign private issuers,like emerging growth companies,are also exempt from certain more stringent executivecompensation disclosure rules.Thus,if we remain a foreign private issuer,even if we no longer qualify as an emerging growth company,we w

280、ill continue tobe exempt from the more stringent compensation disclosures required of public companies that are neither an emerging growth company nor a foreignprivate issuer.We may take advantage of these exemptions until such time as we are no longer a foreign private issuer.We are required to det

281、ermine our status as aforeign private issuer on an annual basis at the end of our second fiscal quarter.We would cease to be a foreign private issuer at such time as more than 50%of our outstanding voting securities are held by U.S.residents and any of the following three circumstances apply:the maj

282、ority of our executive officers or directors are U.S.citizens or residents;more than 50%of our assets are located in the United States;or our business is administered principally in the United States.Implications of Being a Controlled Company Upon the completion of this Offering,we will be a“control

283、led company”as defined under the Nasdaq Listing Rules because Mr.Chi Kin KelvinYeung will,through his wholly owned entity Phoenix Prosperity Investment Limited,own approximately 74.54%of our outstanding Ordinary Shares(or73.72%of our outstanding Ordinary Shares if the underwriters option to purchase

284、 additional shares is exercised in full).For so long as we remain a“controlled company,”we are permitted to elect not to comply with certain corporate governance requirements.If we rely on these exemptions,you will nothave the same protection afforded to shareholders of companies that are subject to

285、 these corporate governance requirements.See section titled“Risk FactorsRisks Relating to an Investment in our Ordinary Shares.”Even if we cease to be a controlled company,we may still rely on exemptions available to foreign private issuers.Conventions Which Apply to this Prospectus Throughout this

286、prospectus,we use a number of key terms and provide a number of key performance indicators used by management.Unless thecontext otherwise requires,the following definitions apply throughout where the context so admits:“Amended Memorandum and Articles”refers to our amended and restated memorandum and

287、 articles of association to be in effect upon completionof this Offering;“Audit Committee”refers to the audit committee of our Board of Directors;“Board”or“Board of Directors”refer to the board of Directors of our Company;“China”or the“PRC”refers to the Peoples Republic of China,including Hong Kong

288、and Macau.For reference to specific laws and regulationsadopted by the PRC,the definition of“China”or the“PRC”refers to the Peoples Republic of China,excluding Hong Kong and Macau.The legaland operational risks associated with operating in China also apply to our operations in Hong Kong;“Companies A

289、ct”refers to the Companies Act(as revised)of the Cayman Islands,as amended,supplemented or otherwise modified from time totime;“Directors”refers to the directors of our Company;“Executive Officers”refers to the executive officers of our Company;“Government”refers to the government of Hong Kong;“Hong

290、 Kong”refers to Hong Kong Special Administrative Region,Peoples Republic of China;“Nominating and Corporate Governance Committee”refers to the nominating and corporate governance committee of our Board of Directors“Offering”refers to the initial public offering of Phoenix Asia Holdings Limited;“Oper

291、ating Subsidiary”refers to Winfield Engineering(Hong Kong)Limited;“Ordinary Shares”refers to Phoenix Asia Holdings Limiteds ordinary shares with par value of USD0.00001 each;“our Group”or“the Group”refers to Phoenix Asia Holdings Limited and its subsidiaries;“SEC”refers to the U.S.Securities and Exc

292、hange Commission;“Selling Shareholder”is to Phoenix Prosperity Investment Limited,an existing shareholder of the Company(also the controlling shareholder),thatis selling its Ordinary Shares pursuant to the Resale Prospectus;“we”,“us”,“our Company”,“our”or“the Company”refers to Phoenix Asia Holdings

293、Limited,an exempted company with limited liabilityincorporated under the laws of the Cayman Islands,and in the context of describing its operation and business,its subsidiaries;“H.K.dollar”,“H.K.dollars”,“Hong Kong dollar”,or“HKD”refers to the legal currency of Hong Kong;“U.S.dollar”,“U.S.dollars”,“

294、dollars”,“USD”,“USD”or“$”refers to the legal currency of the United States.Phoenix Asia Holdings Limited a holding company with operations conducted in Hong Kong through its Operating Subsidiary in Hong Kong,Winfield Engineering(Hong Kong)Limited.Winfield Engineering(Hong Kong)Limiteds reporting cur

295、rency is in Hong Kong dollars.This prospectuscontains translations of Hong Kong dollars into U.S.dollars solely for the convenience of the reader.Unless otherwise noted,all translations from HongKong dollars to U.S.dollars and from U.S.dollars to Hong Kong dollars in this prospectus were calculated

296、at the noon buying rate of USD1=HKD7.8,representing the noon buying rate in The City of New York for cable transfers of HKD as certified for customs purposes by the Federal Reserve Bank of NewYork on the last trading day of September 30,2024.We make no representation that the HKD or U.S.dollar amoun

297、ts referred to in this prospectus could havebeen or could be converted into U.S.dollars or HKD,as the case may be,at any particular rate or at all.Our fiscal year ends on March 31.11Table of Contents The Offering Ordinary Shares offered by us:1,600,000 Ordinary Shares(or 1,840,000 Ordinary Shares if

298、 the Representative exercises its option topurchase additional Ordinary Shares within 45 days of the date of the closing of this Offering in full).Offer Price:$4.00 to$6.00 per Ordinary Share.Shares outstanding before this Offering:20,000,000 Ordinary Shares Shares to be outstanding immediately afte

299、rthis Offering:21,600,000 Ordinary Shares(or 21,840,000 Ordinary Shares if the Representative exercises its option topurchase additional Shares within 45 days of the date of the closing of the Offering from us in full).TheSelling Shareholder,Phoenix Prosperity Investment Limited,is also registering

300、the resale up to 500,000Ordinary Shares(these shares will not be part of this initial public offering).Over-allotment option to purchaseadditional Ordinary Shares:We have granted the Representative an option to purchase up to 240,000 additional Ordinary Shares fromus within 45 days of the date of th

301、e closing of this Offering.Use of proceeds:We estimate that we will receive net proceeds from this Offering of approximately USD6,063,721(orUSD7,161,721 if the Representative exercises its over-allotment option to purchase additional OrdinaryShares from us in full),based on an assumed initial public

302、 offering price of USD5.00 per share,which isthe midpoint of the range set forth on the coverage page of this prospectus,after deducting the estimatedunderwriting discounts,commissions and offering expenses payable by us.We intend to use the net proceeds from this Offering for enhancing our capaciti

303、es in hiring additional staff,acquiring innovative machinery to enhance our productivity and service capacity,enhancing our brand,“Winfield”,and working capital and other general corporate purposes.See“Use of Proceeds”on page 43for more information.We will not receive any of the proceeds from the sa

304、le of Ordinary Shares by the Selling Shareholder.Lock-up:The Company,our directors and officers and shareholders holding 5%or more of the issued andoutstanding Ordinary Shares have agreed with the Representative,subject to certain exceptions and otherthan the Ordinary Shares offered by the Selling S

305、hareholder in the Resale Prospectus,not to sell,transfer,or dispose of,directly or indirectly,any of our Ordinary Shares or securities convertible into or exercisableor exchangeable for our Ordinary Shares for a period of 180 days after the effective date of the registrationstatement of which this p

306、rospectus forms a part.See sections titled“Shares Eligible for Future Sale”and“Underwriting”for more information.Proposed listing and symbol:We intend to list the Ordinary Shares on the Nasdaq Capital Market under the symbol“PHOE.”Risk factors:See section titled“Risk Factors”and other information in

307、cluded in this prospectus for a discussion offactors you should carefully consider before deciding to invest in the Ordinary Shares.Transfer agent:Odyssey Transfer and Trust Company 12Table of Contents RISK FACTORS An investment in our Ordinary Shares involves various risks.Prospective investors sho

308、uld carefully consider and evaluate each of the followingconsiderations and all other information set forth in this prospectus before deciding to invest in our Ordinary Shares.The following section describes someof the significant risks known to us now that could directly or indirectly affect us and

309、 the value or trading price of our Ordinary Shares and should not beconstrued as a comprehensive listing of all risk factors.The following section does not state risks unknown to us now but which could occur in the future andrisks which we currently believe to be not material but may subsequently tu

310、rn out to be so.Should these risks occur and/or turn out to be material,they couldmaterially and adversely affect our business,financial condition,results of operations and prospects.To the best of our Directors knowledge and belief,therisk factors that are material to investors in making an informe

311、d judgment have been set out below.If any of the following considerations and uncertaintiesdevelops into actual events,our business,financial condition,results of operations and prospects could be materially and adversely affected.In such cases,the trading price of our Ordinary Shares could decline

312、and investors may lose all or part of their investment in our Shares.Prospective investors are advisedto apprise themselves of all factors involving the risks of investing in our Ordinary Shares from their professional advisers before making any decision toinvest in our Ordinary Shares.This prospect

313、us also contains forward-looking statements having direct and/or indirect implications on our future performance.Our actual results coulddiffer materially from those anticipated in these forward-looking statements as a result of certain factors,including the risks and uncertainties faced by usdescri

314、bed below and elsewhere in this prospectus.See section titled“Special Note Regarding Forward-Looking Statements.”Risks Related to Our Business and Industry Our performance depends on market conditions and trends in the civil engineering industry and if there is any slowdown in the development ofinfr

315、astructure in Hong Kong,the availability of substructure projects in Hong Kong may decrease significantly.For the six months ended September 30,2024 and the fiscal years ended March 31,2024 and 2023,the majority of our revenue was derived fromsubstructure projects in Hong Kong.To a lesser extent,we

316、also provide advisory services and supervision services to our customers in our substructureprojects and charge on a monthly basis.The future development of the civil engineering industry and the availability of substructure projects in Hong Konglargely depend on the continued development of infrast

317、ructure by the Government of Hong Kong.The nature,extent and timing of available substructureprojects will be determined by an interplay of a variety of factors,including the Governments policies on the infrastructure development in Hong Kong,itsland supply and public housing policy,the investment a

318、nd budget of the Government of Hong Kong and the general conditions and prospects of HongKongs economy.These factors may affect the availability of substructure projects in Hong Kong.13Table of Contents If there is any slowdown in the development of infrastructure by the Government in Hong Kong,ther

319、e is no assurance that the availability ofsubstructure projects in Hong Kong would not decrease significantly and our business and financial position and prospect may be adversely and materiallyaffected.Our revenue is mainly derived from projects which are non-recurrent in nature and there is no gua

320、rantee that our customers will provide us with newbusinesses.Our revenue is typically derived from projects which are non-recurrent in nature and our customers are under no obligation to award projects to us.For the six months ended September 30,2024 and the fiscal years ended March 31,2024 and 2023

321、,we secured new businesses mainly through invitationsfor tender by customers.There is no assurance that we will be able to secure new contracts in the future.Accordingly,the number and scale of projects andthe amount of revenue we are able to derive therefrom may vary significantly from period to pe

322、riod,and it may be difficult to forecast the volume of futurebusiness.In the event that we fail to secure new contracts or there is a significant decrease in the number of tender invitations or contracts available forbidding in the future,our business,financial position and prospects could be materi

323、ally and adversely affected.Our cost of revenue has historically fluctuated.If we experience any significant increase in cost of revenue,our gross profit margin might decrease andour business operations and financial position might be materially and adversely affected.For the six months ended Septem

324、ber 30,2024 and the fiscal years ended March 31,2024 and 2023,our total revenue derived from substructure andother construction services was approximately USD3.8 million,USD5.8 million and USD2.2 million,respectively.Our revenue is typically derived fromprojects,with each contract sum being determin

325、ed with reference to tender price that are formulated based on a certain mark-up over our estimated costs.Pricing of our services is determined on a case-by-case basis and is dependent on various factors,which generally include(i)the type of services required;(ii)market trend of the price of the mat

326、erials and subcontracting services required;(iii)particular technical difficulties of the project;(iv)the complexity andthe location of the project;(v)the estimated quantity and type of equipment required;(vi)the completion time requested by our customers;and(vii)theavailability of human and financi

327、al resources.For advisory services and supervision services,the monthly charge is typically determined with reference to amark-up over our estimated costs,taking into consideration(i)the manpower required;(ii)the length of the project;and(iii)the estimated difficulty andtime-required.We will review

328、the cost budget from time to time.If the actual cost is higher than originally budgeted,it may reduce our profit margin andaffect our financial performance.If we fail to keep the costs within the initial budget,our business operation and financial results may be adversely affected.The total actual v

329、alue of work done may differ from the original estimated contract sum stated in our contracts with customers.Our customers may request additional,reduction or alteration of works beyond the scope of the contract during project implementation by placingvariation orders with us.The aggregate amount of

330、 revenue that we are able to derive from a project may be different from the original estimated contract sumspecified in the relevant contract due to variation orders placed by our customers.As such,there is no assurance that the amount of fees and charges asfinally agreed with our customers would b

331、e sufficient to recover our costs incurred or provide us with a reasonable profit margin or the amount of revenuederived from our projects will not be substantially different from the original estimated contract sum as specified in the relevant contracts and our financialcondition may be adversely a

332、ffected by any decrease in our revenue as a result of variation orders.As a result,there is no assurance that our revenue andprofit margin in the future will remain at a level comparable to those recorded during the six months ended September 30,2024 and the fiscal years endedMarch 31,2024 and 2023.

333、14Table of Contents If we do not comply with certain laws,we could be suspended or debarred contracting,which could have a material adverse effect on our business.Various statutes to which our operations are subject,such as Factories and Industrial Undertakings Ordinance(Cap.59 of the Laws of Hong Kong),Construction Site(Safety)Regulations(Cap.59I of the Laws of Hong Kong),Factory and Industrial U