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1、F-1/A 1 formf-1a.htm As filed with the U.S.Securities and Exchange Commission on April 9,2025 Registration No.333-284260 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Amendment No.2 toFORM F-1 REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Phoenix Asia Holdings Limited(E

2、xact Name of Registrant 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.)Work

3、shop B14,8/F,Block BTonic 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,add

4、ress,including zip code,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 Carme

5、l,Esq.Shane Wu,Esq.Sichenzia 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 becomes effective.If any of the securities being registered on t

6、his Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act 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 list the Secur

7、ities Act registrationstatement 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 Act registration statement number ofthe earlie

8、r effective registration 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 Act registration number of the earliereffective registration statement for the same offering.Emerg

9、ing growth company.If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to

10、Section 7(a)(2)(B)of the Securities Act.The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendmentwhich specifically states that this registration statement shall thereafter become

11、 effective in accordance with Section 8(a)of the Securities Act of 1933,as amended,or until theregistration 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 cont

12、ains two prospectuses,as 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“Public Offering Prospectus”)through theunderwriter named on the cover page of the Public Offering Prospectus.Resale Prospectus.A pros

13、pectus to be used for the resale by the Selling Shareholder,Phoenix Prosperity Investment Limited(the“Selling Shareholder”),of 500,000 OrdinaryShares of the Registrant(the“Resale Prospectus”).The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the following

14、principal points:they contain 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 Re

15、sale Prospectus;the Underwriting section from the Public Offering Prospectus on page 115 is deleted from the Resale Prospectus and a Selling Shareholder Plan of Distribution on Alt-4 isinserted in its place;and the Legal Matters section in the Resale Prospectus on Alt-6 deletes the reference to coun

16、sel for the underwriters.The Registrant has included in this Registration Statement a set of alternate pages after the back cover page of the Public Offering Prospectus(the“Alternate Pages”)to reflect the foregoingdifferences in the Resale Prospectus as compared to the Public Offering Prospectus.The

17、 Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering bythe Registrant.The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages and will be used for theresale

18、 offering by the Selling Shareholder.The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with the Securities and ExchangeCommission is effective.This preliminary prospectus is not an offer to sell t

19、hese securities nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUSSubject to Completion,Dated April 9,2025 Phoenix Asia Holdings Limited 1,600,000 Ordinary Shares This is the initial public offering of Phoenix Asia Hol

20、dings Limited(the“Company”)(the“Offering”).Prior to this Offering,there has been no public 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“Offer Price”).We intend to list our Ordinary Shares on the Nasdaq Cap

21、ital Marketunder the symbol“PHOE”.Phoenix Prosperity Investment Limited,one of the existing shareholders of the Company(the“Selling Shareholder”),is also offering an additional 500,000Ordinary Shares pursuant to the Resale Prospectus(the“Resale Offering”),representing 2.31%of the Ordinary Shares fol

22、lowing the completion of this offering.We will not receive any of theproceeds from the 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 entity Phoenix Prosperity I

23、nvestment Limited,own approximately 74.54%of our outstanding Ordinary Shares(or 73.72%of our outstanding Ordinary Shares if the underwriters option to purchase additional shares is exercised in full).Assuming the Selling Shareholder will sell all the Ordinary Shares it offered for pursuant to the Re

24、sale Prospectus,immediately after this Offering,Phoenix Prosperity Investment Limited willown 72.22%of our outstanding Ordinary Shares(or 71.43%of our outstanding Ordinary Shares if the underwriters option to purchase additional shares is exercised in full.As a result,weexpect to be a“controlled com

25、pany”within the meaning of rule 5615(c)of Nasdaq Stock Market LLC(“Nasdaq Listing Rules”).See section titled“Prospectus SummaryImplications ofBeing 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 prosp

26、ectus.We are a holding company incorporated in the Cayman Islands.As a holding company with no material operations of its own,we conduct our operations in Hong Kong through ourOperating Subsidiary.We do not have any operations in mainland China and currently do not have or intend to have any operati

27、ng subsidiary established in mainland China or any contractualarrangement to establish a variable interest entity(“VIE”)structure with any entity in mainland China,but because all of our operations are conducted in Hong Kong through our wholly-ownedOperating Subsidiary,and Hong Kong is a Special Adm

28、inistrative Region of China,the Chinese government may exercise significant oversight and discretion over the conduct of our businessand may intervene 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 e

29、vent that the PRC regulatory authorities disallow our business structure,any action taken by the PRC government could significantly limit or completely hinder our operationsin Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of such securi

30、ties to significantly decline or be worthless.See“Risk Factors Ifthe Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-basedissuers,such action may significantly limit or comple

31、tely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantlydecline or be worthless.”for further details.We may be subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws an

32、d regulations.We are also subject to the risks of uncertainty about anyfuture actions of the Chinese government or authorities in Hong Kong in this regard.Should the Chinese government choose to exercise significant oversight and discretion over the conduct ofour business,they may intervene in or in

33、fluence our operations.Such governmental 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 co

34、ntinue to offer our Ordinary 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 certain areas in China with

35、 little advancenotice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a VIE structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding its efforts in anti-monopoly enforcement

36、.Since these statements and regulatory actions are new,it is highly uncertain how soon thelegislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified orpromulgated,if any.It is also

37、highly uncertain what the potential impact such modified or new laws and regulations will have on our Hong Kong Operating Subsidiarys daily businessoperations,their ability to accept foreign investments and the listing of our Ordinary Shares on a U.S.or other foreign exchange.These actions could res

38、ult in a material change in ouroperations and/or to the value of our Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors.See“RiskFactors Most of our Operating Subsidiarys operations are conducted in Hong Kong.H

39、owever,due to the long arm provisions under the current PRC laws and regulations,the Chinesegovernment may exercise significant oversight and discretion over the conduct of such business and may influence such operations at any time,which could result in a material change in theoperations of the Ope

40、rating Subsidiary and/or the value of our Ordinary Shares.The PRC government may also impose restrictions on our ability to transfer money out of Hong Kong todistribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the en

41、forcement of laws of the Chinese governmentmay also occur quickly and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.There are uncertainties regarding the enforcement of PRClaws,and rules and regulations in China can change quickly with little

42、 advance notice.The Chinese government may intervene or influence our operations at any time,or may exert morecontrol over offerings conducted overseas 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 we are

43、registering for sale.”for further information.Recent statements by the PRC government have indicated an intent to exert more exert oversight and control over offerings that are conducted overseas and/or foreign investments inChina based issuers.On July 6,2021,the General Office of the Communist Part

44、y of China Central Committee and the General Office of the State Council jointly issued a document to crackdown on illegal activities in the securities markets and promote the high-quality development of the capital markets,which,among other things,requires the relevant governmental authorities tost

45、rengthen cross-border oversight 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 Commissi

46、on(the“CSRC”)released the Draft Administrative Provisions and the Draft Filing Measures,both of which had acomment period that expired on January 23,2022.The Draft Administrative Provisions and Draft Filing Measures regulate the administrative system,record-filing management,and otherrelated rules i

47、n respect of the direct or indirect overseas issuance of listed and traded securities by“domestic enterprises”.The Draft Administrative Provisions specify that the CSRC hasregulatory authority over the“overseas securities offering and listing by domestic enterprises”,and require“domestic enterprises

48、”to complete filing procedures with the CSRC if they wish tolist 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 the Trial Measures,domesticcompanies that seek to offer or list securities overseas,b

49、oth directly and indirectly,should fulfill the filing procedures and report relevant information to the CSRC;any failure to comply withsuch 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 R

50、ules,for publiccomment.These rules state that in the overseas listing activities of domestic companies,domestic companies,as well as securities companies and securities service institutions providingrelevant securities services thereof,should establish a sound system of confidentiality and archival

51、work,shall not disclose state 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 listing activities,either in direct or indirectform,shall complete filing procedures with the

52、 CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings orlisting application.The companies that have already been listed on overseas stock exchanges or have obtained the approval from overseas supervision administrati

53、ons or stock exchanges for itsoffering and listing and will complete their overseas offering and listing prior to September 30,2023 are not required to make immediate filings for its listing,yet need to make filings forsubsequent offerings in accordance with the Trial Measures.Companies that have al

54、ready submitted an application for an initial public offering to overseas supervision administrations prior tothe effective date of the Trial Measures but have not yet obtained the approval from overseas supervision administrations or stock exchanges for the offering and listing,shall arrange for th

55、efiling within a reasonable time period and shall complete the filing procedure before such companies 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 filing procedures with the CSRC p

56、ursuant tothe requirements of the Trial Measures.While the Group has no current operations in China,should we have any future operations in China and should we(i)fail to receive or maintain suchpermissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not required,or

57、(iii)applicable laws,regulations,or interpretations change and require us to obtainsuch 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 onour potential operations in China,

58、as well as limit our ability to pay dividends outside of China,limit our operations in China,delay or restrict the repatriation of the proceeds from this Offeringinto China or take other actions that could have a material adverse effect on our business as well as the trading price of our Ordinary Sh

59、ares.We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely.The CSRC,the CAC or other PRC regulatoryagencies also may take actions requiring us,or making it advisable for us,to halt this Offering before settlement and deli

60、very of our Ordinary Shares.In addition,if the CSRC,the CAC or otherregulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this Offering,we may be unable to obtain a waiver of such approval requirements,if and whenprocedures are established to obtain such a w

61、aiver.Any action taken by the PRC government could significantly limit or completely hinder our operations in the PRC and our ability to offer orcontinue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.Furthermore,on July 10,2021

62、,the Cyberspace Administration of China(the“CAC”)issued a revised draft of the Measures for Cybersecurity Review for public comment,whichrequired that,among others,in addition to any“operator of critical information infrastructure”,any“data processor”controlling personal information of no less than

63、one million users whichseeks to list in a foreign stock exchange should also be subject to cybersecurity review,and further elaborated the factors to be considered when assessing the national security risks of therelevant activities.On December 28,2021,the CAC,the National Development and Reform Com

64、mission(“NDRC”),and several other 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 the Revised Review Measures,if an“onlineplatform operator”that is in posse

65、ssion of personal data of more than one million users intends to list in a foreign country,it must apply for a cybersecurity review.Based on a set of Q&Apublished on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures,an officia

66、l of the said administration indicated thatan online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators.Moreover,the CAC released the draft ofthe Regulations on Network Data Security Management in November 2

67、021 for public consultation,which among other things,stipulates that a data processor listed overseas must conduct anannual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybersecurity

68、 departmentbefore January 31 of the following year.Given the recency of the issuance of the Revised Review Measures and their pending effectiveness,there is a general lack of guidance and substantialuncertainties exist with respect to their interpretation and implementation.It remains unclear whethe

69、r a Hong Kong company which collects 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 this Offering as we do not believe thatour Operating Subsidiary wou

70、ld be deemed to be an“operator of critical information infrastructure”or a“data processor”controlling personal information of no less than one million users,thatwould be required to file for cybersecurity review before listing in the U.S.,because(i)our Operating Subsidiary organized and operating in

71、 Hong Kong and the Revised Review Measuresremains unclear whether it shall be applied to Hong Kong companies;(ii)our Operating Subsidiary operates without any subsidiary or VIE structure in Mainland China;(iii)as of date of thisprospectus,our Operating Subsidiary has collected and stored personal in

72、formation of less than 100 PRC individual clients,which is far less than one million users;and(iv)as of the date of thisprospectus,our Operating Subsidiary not been informed by any PRC governmental authority of any requirement that they file for a cybersecurity review.However,there remains significa

73、ntuncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations.If the Revised Review Measures are adopted into law in the future and if our OperatingSubsidiary is deemed to be an“operator of critical information infrastructure”or a“data processor”controlling p

74、ersonal information of no less than one million users,our operation and thelisting of our Ordinary 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 the da

75、te of this prospectus,the Companyand its Operating Subsidiary,are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the U.S.and issuing our Ordinary Shares to foreign investors.No such permissions or approvals have been applied for by the Company and/or

76、 its subsidiaries or denied by any relevant authorities.As of the date of this prospectus,the Operating Subsidiaryreceived all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong,including but not limited to their business registration certifica

77、tes.However,we have been advised by David Fong&Co.that uncertainties still exist,due to the possibility that laws,regulations,or policies in Hong Kong could change rapidly in the future.Based on managements internal assessment that the Company and its subsidiary currently have no material operations

78、 in the PRC,management understands that as of the date of thisprospectus,the Company is not required to obtain any permissions or approvals from PRC authorities before listing in the U.S.and to issue our Ordinary Shares to foreign investors,includingthe CAC or the CSRC because(i)the CSRC currently h

79、as not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to thisregulation;and(ii)the Company operates in Hong Kong and is not included in the categories of industries and companies whose foreign securities offerings are subject to

80、review by the CSRCor the CAC.We also understand that our Operating Subsidiary is not required to obtain any permissions or approvals from any Chinese authorities to operate their businesses as of the date ofthis prospectus.No permissions or approvals have been applied for by the Company or denied by

81、 any relevant authority.However,uncertainties still 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

82、 review by the CSRC or the CAC or ifapplicable laws,regulations or interpretations change and we are required to obtain such permissions or approvals,(ii)we inadvertently conclude that relevant permissions or approvals were notrequired or(iii)we did not receive or maintain relevant permissions or ap

83、provals required,any action taken by the PRC government could significantly limit or completely hinder our operationsin Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless.In addition,our

84、 Ordinary Shares may be prohibited from trading on a national exchange or over-the-counter market under the Holding Foreign Companies Accountable Act(the“HFCA Act”)if the Public Company Accounting Oversight Board(United States)(the“PCAOB”)is unable to inspect our auditors for two consecutive years.P

85、ursuant to the HFCA Act,thePCAOB issued a Determination Report on December 16,2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in:(i)mainland China of the PRC,and(ii)Hong Kong;and such report identified the specific regis

86、tered public accounting firms which are subject to these determinations.On August 26,2022,thePCAOB signed 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 accountingfirms based in mainland China an

87、d Hong Kong.Pursuant to the Statement of Protocol,the PCAOB conducted inspections on select registered public accounting firms subject to theDetermination Report in Hong Kong between September 2022 and November 2022.On December 15,2022,the PCAOB board announced that it has completed the inspections,

88、determined thatit had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong,and voted to vacate the Determination Report.Our auditor,ARK Pro CPA&Co,the independent registered public accounting firm that issues the audit

89、report included in this prospectus,as an auditor of companies that are traded publicly inthe United States and a firm registered with the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess ARK Pro CPA&Coscompliance with applicable profess

90、ional standards.ARK Pro CPA&Co is headquartered in Hong Kong,and can be inspected by the PCAOB.ARK Pro CPA&Co was identified in theDetermination 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

91、 to fully conductinspections of our auditor for three consecutive 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

92、market may be prohibited under the HFCA Act and our access to the U.S.capital markets may belimited or restricted.In addition,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act(the“AHFCAA”),which,if passed by the U.S.Houseof Representatives and signed in

93、to law,would reduce the period of time for foreign companies to comply with the PCAOB audits to two consecutive years instead of three,thus reducing thetime period for triggering the prohibition on trading.On December 29,2022,the Consolidated Appropriations Act,2023(the“CAA”)was signed into law by P

94、resident Biden.The CAAcontained,among other things,an identical provision to the AHFCAA,which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAAct from three years to two.We are both an“emerging growth company”and a“foreign private issuer”

95、under applicable U.S.Securities and Exchange Commission rules and will be eligible for reduced publiccompany disclosure requirements.See section titled“Prospectus SummaryImplications of Being an Emerging Growth Company and a Foreign Private Issuer”for additional information.Neither the Securities an

96、d Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed uponthe adequacy or accuracy of this prospectus.Any representation to the contrary is a criminal offense.PER ORDINARY SHARE TOTAL Initial public offering

97、price$Underwriting discounts and commissions(1)(2)$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”),the representative of the underwriters.Wehave agreed to reimburse the Representa

98、tive for certain out-of-pocket accountable expenses.For a description of compensation 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,payable

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

100、 Representative for their out-of-pocket expenses)to be approximately$1,256,279,exclusive of the above discounts and commissions.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”This Offering is being conducted on a firm commitment basis.The Representative

101、 is obligated to take and pay for all of the Ordinary Shares if any such shares are taken.We havegranted the Representative an option for a period of forty-five(45)days after the closing of this Offering to purchase up to 15%of the total number of our Ordinary Shares to be offered byus pursuant to t

102、his Offering(excluding shares subject to this option),solely for the purpose of covering over-allotments,at the initial public offering price less the underwriting discountsand commissions.If we complete this Offering,net proceeds will be delivered to us on the closing date.The Representative expect

103、s to deliver the Ordinary Shares to purchasers against 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

104、45DILUTION 46MANAGEMENTS DISCUSSION AND ANALYSIS 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

105、 FUTURE SALE 109TAXATION 111UNDERWRITING 119EXPENSES 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-27 The definition

106、s of certain capitalized terms used in this prospectus can be found in the section titled“Prospectus SummaryConventions Which Apply to this Prospectus”beginning onpage 11 of this prospectus.For investors outside the United States:neither we nor the underwriters have done anything that would permit t

107、his Offering or possession or distribution of this prospectus in anyjurisdiction,other than the United States,where action for that purpose is required.Persons outside the United States who come into possession of this prospectus must inform themselves about,and observe any restrictions relating to,

108、the offering of the Ordinary Shares and the distribution 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 free writing prospectus,that we haveauthorized for use in connection wit

109、h this Offering.Neither we nor the underwriters have authorized anyone to provide you with any information or to make any representationsother than those contained in this prospectus,any amendment or supplement to this prospectus,or in any free writing prospectus we have prepared,and neither we nor

110、theunderwriters take responsibility for,and can provide no assurance as to the reliability of,any other information others may give you.Neither we nor the underwriters are making anoffer to sell,or seeking offers to buy,these securities in any jurisdiction where the offer or sale is not permitted.Th

111、e information contained in this prospectus is accurate only as of thedate on the cover page of this prospectus,regardless of the time of delivery of this prospectus or the sale of the Ordinary Shares.Our business,financial condition,results ofoperations and prospects may have changed since the date

112、on the cover page of this prospectus.iTable of Contents PROSPECTUS SUMMARY This summary highlights selected information contained elsewhere in this prospectus.This summary does not contain all of the information that you should consider before investing in ourOrdinary Shares.For a more complete unde

113、rstanding of us and this Offering,you should read and carefully consider the entire prospectus,including the more detailed information set forthunder“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”and our combined financial statements and the re

114、lated notes includedelsewhere in this prospectus.Some of the statements in this prospectus are forward-looking statements.See section titled“Special Note Regarding Forward-Looking Statements.”In thisprospectus,unless the context requires otherwise,references to“we,”“us,”“our,”“our Group”or the“Compa

115、ny”refer to Phoenix Asia Holdings Limited together with 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 work and safety,and exceptionalcraftsmanship and environmental p

116、erformance.Overview We are an exempted company with limited liabilities incorporated under the laws of the Cayman Islands on August 9,2024.We operate as a holding company.We operate our businessprimarily through our indirectly wholly-owned Operating Subsidiary,Winfield Engineering(Hong Kong)Limited.

117、We mainly engage in substructure works,such as site formation,groundinvestigation and foundation works,in Hong Kong.To a lesser extent,we also provide other construction services such as structural steelworks.We mostly undertake substructure works in therole of subcontractor for the six months ended

118、 September 30,2024 and the fiscal years ended March 31,2024 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 andbuilding up significant expertise and a strong track record.Subst

119、ructure refers to the foundation support system constructed beneath ground level.We take great pride in our capability toeffectively 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 gro

120、utingworks and the project is expected to be completed 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 2

121、023,we were awarded with an infrastructure project for theredevelopment of a riding school with an initial contract sum of over HKD24.4 million(USD3.1 million),which is expected to be completed in mid-2025.As of the date of this prospectus,Winfield Engineering(Hong Kong)Limited is(i)a Registered Spe

122、cialist Contractor under the sub-registers of foundation works,site formation worksand ground investigation field works categories maintained by the Buildings Department of Hong Kong;and(ii)a Registered Subcontractor under foundation and piling(sheet piles,boredpiles,driven piles,diaphragm walls,mic

123、ro piles and hand-dug caisson)and general civil works(earthwork and ground investigation)of the Registered Specialist Trade Contractors Scheme ofthe Construction Industry Council of Hong Kong.We,through our Operating Subsidiary,have achieved significant growth in our business.For the fiscal years en

124、ded March 31,2024 and 2023,our total revenue derived fromsubstructure and other construction services was approximately USD5.8 million and USD2.2 million,respectively.The number of customers with revenue contribution to us was 18 for thefiscal year ended March 31,2023 and 11 for the fiscal year ende

125、d March 31,2024.According to the Census and Statistic Department,between 2014 and 2023,the construction industry in Hong Kong maintained growth with a compounded annual growth rate of1.53%.Driven by(i)sustained supply of residential units and urban renewal program;(ii)the Governments funding support

126、 in innovative constructive methods and new technologies;(iii)theGovernments continuous effort in enhancing rail connectivity,which requires extensive substructure works;and(iii)rapid advancement in technology to optimize productivity and reduce costssuch as the building information management and i

127、ndustrialized building system,it is expected that the Hong 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 teamSt

128、ringent quality control Our Growth Strategies Enhance competitiveness 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 Hist

129、ory and Structure The Company,Phoenix Asia Holdings Limited,an exempted company with limited liability incorporated under the law of the Cayman Islands on August 9,2024.The authorized sharecapital of the Company is USD50,000 divided into 5,000,000,000 ordinary shares with a par value of USD0.00001.O

130、gier Global Subscriber(Cayman)Limited was the sole shareholder holds 1ordinary share from date of incorporation to August 15,2024.1 share was transferred to Phoenix Prosperity Investment Limited on August 15,2024 and 9,999 additional shares were issued toPhoenix Prosperity Investment Limited on same

131、 date to come up with the 10,000 shares.As such,the sole 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.

132、The sole shareholder of Phoenix(BVI)Limited,Phoenix Asia 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 entire issued share capital of 20 shares atthe consideration of HKD1 per shar

133、e from three parties on November 30,2016 and became the sole shareholder of Winfield Engineering(Hong Kong)Limited.On August 30,2024,WinfieldEngineering(Hong Kong)Limited issued 785 shares to Mr.Chi Kin Kelvin Yeung at the consideration of HKD785(USD101).Subsequent to the issuance of shares,Winfield

134、 Engineering(Hong Kong)Limited is owned as to 805 shares by Mr.Chi Kin Kelvin Yeung.On September 2,2024,Winfield Engineering(Hong Kong)Limited issued 48,49,49 and 49 shares to MoreResources Holdings Limited,Quest Dragon International Limited,Rich Plenty Investment Limited and Unique Resources Holdin

135、gs Limited.Subsequently,More Resources Holdings Limited,Quest Dragon International Limited,Rich Plenty Investment Limited and Unique Resources Holdings Limited injected HKD720,000(USD92,308),HKD735,000(USD94,231),HKD735,000(USD94,231)and HKD735,000(USD94,231),respectively,into Winfield Engineering(H

136、ong Kong)Limited.Subsequent to the issuance of shares,Winfield Engineering(Hong Kong)Limitedis owned as to 805,48,49,49 and 49 shares by Mr.Chi Kin Kelvin Yeung,More Resources Holdings Limited,Quest Dragon International Limited,Rich Plenty Investment Limited and UniqueResources Holdings Limited.On S

137、eptember 12,2024,Phoenix(BVI)Limited and the Company entered into share exchange agreements with(i)Mr.Chi Kin Kelvin Yeung and Phoenix Prosperity InvestmentLimited,(ii)More Resources Holdings Limited,(iii)Quest Dragon International Limited,(iv)Rich Plenty Investment Limited and(v)Unique Resources Ho

138、ldings Limited.Pursuant to theshare exchange agreements,the Company issued 16,090,000,960,000,980,000,980,000 and 980,000 ordinary shares to Phoenix Prosperity Investment Limited,More Resources HoldingsLimited,Quest Dragon International Limited,Rich Plenty Investment Limited and Unique Resources Hol

139、dings Limited,in exchange of 805,48,49,49 and 49 shares in Winfield Engineering(Hong Kong)Limited,being 100%ownership of Winfield Engineering(Hong Kong)Limited,via Phoenix(BVI)Limited,from Mr.Chi Kin Kelvin Yeung,More Resources Holdings Limited,Quest Dragon International Limited,Rich Plenty Investme

140、nt Limited and Unique Resources Holdings Limited.Upon completion of the above share exchange,Winfield Engineering(HongKong)Limited became direct wholly-owned subsidiary of Phoenix(BVI)Limited.Subsequently,Phoenix Prosperity Investment Limited,More Resources Holdings Limited,Quest Dragon Internationa

141、l Limited,Rich Plenty Investment Limited and Unique ResourcesHoldings Limited holds 16,100,000,960,000,980,000,980,000 and 980,000 ordinary shares of the Company with 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 C

142、ontents Corporate Structure The chart below illustrates our corporate structure and identifies our subsidiaries prior to and after our Groups initial public offering,assuming that the Selling Shareholder will not sell allof the Ordinary Shares it offered for sale pursuant to the Resale Prospectus:(1

143、)As of the date of this prospectus,there are 4(four)shareholders 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 the Selling Shareholder sell all of th

144、eOrdinary Shares it offered for sale pursuant to the Resale Prospectus:(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

145、of its own.It conducts its operation in Hong Kong through its Operating Subsidiary,Winfield Engineering(Hong Kong)Limited.Our Company relies on dividends or payments to be paid by its Operating Subsidiary to fund its cash and financing requirements,including the funds necessary to paydividends and o

146、ther cash distributions to our shareholders and U.S.investors,to 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/or capital contributions withou

147、trestrictions on the amount of the funds.Phoenix(BVI)Limited is permitted under the laws of the BVI to provide funding to our Company,through dividend distributions or payments,withoutrestrictions on the amount of the funds.Winfield Engineering(Hong Kong)Limited is also permitted under the laws of H

148、ong Kong to provide funding to our Company,through dividenddistributions or payments,without restrictions on the amount of the funds.There are no restrictions or limitation on our ability to distribute earnings by dividends from our subsidiaries,to ourCompany and our shareholders and U.S.investors,p

149、rovided that the entity remains solvent after such distribution.Subject our Amended and Restated Memorandum and Articles of Association,our board of directors may,by resolution of directors,authorize and declare a dividend to shareholders at such time and in such amount as they think fit if they are

150、 satisfied,on reasonablegrounds,that immediately following the dividend the value of our assets will exceed our liabilities and our Company will be able to pay our debts as they become due.According to theCompanies Ordinance of Hong Kong(Chapter 622 of the Laws of Hong Kong),a Hong Kong company may

151、only make a distribution out of profits available for distribution.We did not adoptor maintain any cash management policies and procedures as of the date of this prospectus.There is no further Cayman Islands,BVI or Hong Kong statutory restriction on the amount of fundswhich may be distributed by us

152、by dividend.Under the current practice of the Inland Revenue Department of Hong Kong,no withholding tax is payable in Hong Kong in respect of dividendspaid 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 Oper

153、ating Subsidiary is a Hong Kong company.There are no restrictions on foreignexchange and there are no limitations on the abilities of our Company to transfer cash to or from our Operating Subsidiary,or to investors under Hong Kong law.There are no restrictions orlimitations under the laws of Hong Ko

154、ng imposed on the conversion of Hong Kong dollar into foreign currencies and the remittance of currencies out of Hong Kong,nor there is any restrictionon foreign exchange to transfer cash between our Company and its subsidiaries,across borders and to U.S investors,nor there is any restrictions and l

155、imitations to distribute earnings from ourbusiness and subsidiaries to our Company and U.S.investors and amounts owed.Since the only transfer of cash among our Company and our Operating Subsidiary were in the form ofdividends and there are no limitations on the abilities of the Company to transfer c

156、ash to or from its subsidiaries or to investors under Hong Kong law,our Company has not established cashmanagement 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 r

157、etain all available funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.Any future determination related to our dividend policywill be made at the discretion of our board of directors after

158、 considering our financial condition,results of operations,capital requirements,contractual requirements,business prospects andother factors the board of directors deems relevant,and subject to the restrictions contained in any future financing instruments.See“Risk Factors Risks related to our Corpo

159、rate Structure We will in the future rely on dividends and other distributions on equity paid by the Operating Subsidiary to fund any cash and financing requirements we may have,and any limitation on theability of the Operating Subsidiary to make payments to us could have a material adverse effect o

160、n our ability to conduct our business.In the future,funds or assets may not be available to fundoperations or for other use outside of Hong Kong,due to the imposition of restrictions and limitations on,our ability or our subsidiary by the PRC government to transfer cash.”on page 21,and the audited c

161、ombined financial statements and the accompanying footnotes beginning on 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 ofUnited States

162、courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities 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 or officers predicated upon the secur

163、ities laws of the United States or any state in the United States.Our Hong Kongcounsel 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.TheForeign Judgments(Reciprocal Enforcement)Ordina

164、nce is a registration scheme for the recognition and enforcement of foreign judgments based on reciprocity but the United States is not adesignated country under the Foreign Judgments(Reciprocal Enforcement)Ordinance.As a result,a judgment rendered by a court in the United States,including as a resu

165、lt of administrativeactions brought by regulatory authorities,such as the SEC,and other actions,will not be enforced by the Hong Kong courts under the statutory regime.In addition,the Supreme Peoples Courtof the PRC and the Government of Hong Kong have entered into the“Arrangement on Reciprocal Reco

166、gnition and Enforcement of Judgments in Civil and Commercial Matters by the Courts ofthe Mainland and of the Hong Kong Special Administrative Region pursuant to Choice of Court Agreements between Parties Concerned,”or the Arrangement.The Mainland Judgements(Reciprocal Enforcement)Ordinance gave effe

167、ct to the Arrangement and is a registration scheme for recognition and enforcement of PRC judgements based on reciprocity.Other than theArrangement,Hong Kong has not entered into any multilateral convention or bilateral treaty regarding the recognition and enforcement of foreign judgments.Accordingl

168、y,any judgmentsrendered by a court in the United States will need to be enforced under common law.In order to enforce a foreign judgment under common law in Hong Kong,the judgment must meet certaincriteria before it can be enforced,such as the judgment being final and conclusive.As a result,it may b

169、e time-consuming and costly for you to enforce a judgment of U.S.courts for 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 to Our Initial Public Offering andOwnership of Our Ordinary Shares-Du

170、e to lack of reciprocity and cost and time constraints,you may experience difficulties in effecting service of legal process,enforcing foreign judgments,or bringing actions in Cayman Islands,Hong Kong and China against us or our directors and officers based on foreign law.”on page 39 for more inform

171、ation.Risk Factors Summary We face risks and uncertainties relating to our business 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 slowdo

172、wn in the development of infrastructure in Hong Kong,theavailability of substructure projects in Hong Kong may decrease significantly.See a more detailed discussion of this risk factor with the same title on page 13 of this prospectus.Our revenue is mainly derived from projects which are non-recurre

173、nt in nature and there is no guarantee that our customers will provide us with new businesses.See a more detaileddiscussion 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 reven

174、ue,our gross profit margin might decrease and our business operations andfinancial position might be materially and adversely affected.See a more detailed discussion of this risk factor with the same title on page 14 of this prospectus.If we do not comply with certain laws,we could be suspended or d

175、ebarred contracting,which could have a material adverse effect on our business.See a more detailed discussion ofthis 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 customer

176、s accounted for a significant portion of our totalrevenue.See a more detailed 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 wi

177、th the same title on page 16 of thisprospectus.4Table of Contents Failure to complete our projects on a reliable and timely basis could materially affect our reputation,our financial performance or may subject us to claim.See a more detaileddiscussion of this risk factor with the same title on page

178、17 of this prospectus.We are subject to credit risk in relation to the collectability of our trade receivables and contract assets.See a more detailed discussion of this risk factor with the same title on page 18of this prospectus.Our significant shareholder has considerable influence over our corpo

179、rate matters.See a more detailed discussion of this risk factor with the same title 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 more detailed discussion of this risk factorwith

180、the same title on page 19 of this prospectus.Failure to maintain safe construction sites and/or implement our safety management system may lead to the occurrence of personal injuries,property damages,fatal accidents orsuspension or non-renewal of our registration under the Registered Specialist Trad

181、e Contractors Scheme of the Construction Industry Council.See a more detailed discussion of thisrisk 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 Construct

182、ion Industry Council and as a registeredspecialist contractor under the Buildings Department of Hong Kong.See a more detailed discussion of this risk factor 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 l

183、egal proceedings will not have a material adverse impact on our business.In particular,there may be potential employees compensation claims and personal injury claims.See a more detailed discussion of this risk factor with the same title on page 20 of this prospectus.Our business is susceptible to g

184、overnment policies and macroeconomic conditions.See a more detailed discussion of this risk factor with the same title 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

185、fund any cash and financing requirements we may have,and any limitationon the ability of the Operating Subsidiary to make payments to us could have a material adverse effect on our ability to conduct our business.In the future,funds or assets may not beavailable to fund operations or for other use o

186、utside of Hong Kong,due to the imposition of restrictions and limitations on,our ability or our subsidiary by the PRC government totransfer cash.See a more detailed discussion of this risk factor with the same title on page 21 of this prospectus.Risks Related to Doing Business in Hong Kong Hong Kong

187、s legal system is evolving and has inherent uncertainties that could limit the legal protection available to you.See a more detailed discussion of this risk factor with thesame title on page 23 of this prospectus.The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Spec

188、ial Administrative Region(the“Hong Kong National Security Law”)could impact ourOperating Subsidiary in Hong Kong.See a more detailed discussion of this risk factor with the same title on page 24 of this prospectus.Recently in 2023,the PRC government initiated a series of regulatory actions and state

189、ments to regulate business operations in certain areas in mainland China,including crackingdown on illegal activities in the securities market,enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure,adopting newmeasures to extend the sco

190、pe of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.In the future,we may be subject to PRC laws and regulations relatedto the current business operations of our Operating Subsidiary and any changes in such laws and regulations and interpretations may impair its ability

191、 to operate profitably,which couldresult in a material negative impact on its operations and/or the value of our Ordinary Shares.See a more detailed discussion of this risk factor with the same title on page 24 of thisprospectus.5Table of Contents We may become subject to a variety of PRC laws and o

192、ther obligations regarding M&A Rules,the Trial Measures and data security,and any failure to comply with applicable laws andobligations could have a material and adverse effect on our business,financial condition and results of operations.See a more detailed discussion of this risk factor with the s

193、ame titleon page 25 of this prospectus.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 Chinesegovernment may exercise significant oversight and discretion over the conduct of such business a

194、nd may influence such operations at any time,which could result in a material changein the operations of the Operating Subsidiary and/or the value of our Ordinary Shares.The PRC government may also impose restrictions on our ability to transfer money out of HongKong to distribute earnings and pay di

195、vidends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,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 be certain.There are unce

196、rtaintiesregarding the enforcement of PRC laws,and rules and regulations in China can change quickly with little advance notice.The Chinese government may intervene or influence ouroperations at any time,or may exert more control over offerings conducted overseas and/or foreign investment in China-b

197、ased issuers,which could result in a material change in ouroperations and/or the value of the securities 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 chan

198、ges submitted by Nasdaq,and the HFCAA all call for additional and more stringent criteria to be applied toemerging market companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.These developments could adduncertainties to our O

199、ffering.See a more detailed discussion of this risk factor with the same title on page 30 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

200、 original actions in the Cayman Islands or Hong Kong based on U.S.orother foreign laws against 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 foreign jud

201、gments,or bringing actions inCayman Islands,Hong Kong and China against us or our directors 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

202、mainland China or any contractual arrangement toestablish a variable interest entity(“VIE”)structure with any entity in mainland China,but because all of our operations are conducted in Hong Kong through our wholly-owned OperatingSubsidiary,and Hong Kong is a Special Administrative Region of China,t

203、he 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 regulatory

204、authorities disallow our business structure,any action taken by the PRC government could significantly limit or completely hinder our operationsin Hong Kong and our ability and to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline

205、 or be worthless.See“Risk Factors Ifthe Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-based issuers to Hong Kong-basedissuers,such action may significantly limit or completely hinder our ability to of

206、fer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantlydecline or be 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 regulati

207、ons.We are also subject to the risks of uncertainty about anyfuture actions of the Chinese government or authorities in Hong Kong in this regard.Should the Chinese government choose to exercise significant oversight and discretion over the conduct ofour business,they may intervene in or influence ou

208、r operations.Such governmental 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

209、offer our Ordinary 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 certain areas in China with little ad

210、vancenotice,including cracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a VIE structure,adopting new measures toextend the scope of cybersecurity reviews,and expanding its efforts in anti-monopoly enforcement.Since the

211、se statements and regulatory actions are new,it is highly uncertain how soon thelegislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified orpromulgated,if any.It is also highly unc

212、ertain what the potential impact such modified or new laws and regulations will have on our Hong Kong Operating Subsidiarys daily businessoperations,their ability to accept foreign investments and the listing of our Ordinary Shares on a U.S.or other foreign exchange.These actions could result in a m

213、aterial change in ouroperations and/or to the value of our Ordinary Shares and could significantly limit or completely hinder our ability to offer or continue to offer our Ordinary Shares to investors.See“RiskFactors Most of our Operating Subsidiarys operations are conducted in Hong Kong.However,due

214、 to the long arm provisions under the current PRC laws and regulations,the Chinesegovernment may exercise significant oversight and discretion over the conduct of such business and may influence such operations at any time,which could result in a material change in theoperations of the Operating Sub

215、sidiary and/or the value of our Ordinary Shares.The PRC government may also impose restrictions on our ability to transfer money out of Hong Kong todistribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement

216、of laws of the Chinese governmentmay also occur quickly and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.There are uncertainties regarding the enforcement of PRClaws,and rules and regulations in China can change quickly with little advance n

217、otice.The Chinese government may intervene or influence our operations at any time,or may exert morecontrol over offerings conducted overseas 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 we areregisterin

218、g for sale.”for further information.Recent statements by the PRC government have indicated an intent to exert more exert oversight and control over offerings that are conducted overseas and/or foreign investments inChina based issuers.On July 6,2021,the General Office of the Communist Party of China

219、 Central Committee and the General Office of the State Council jointly issued a document to crackdown on illegal activities in the securities markets and promote the high-quality development of the capital markets,which,among other things,requires the relevant governmental authorities tostrengthen c

220、ross-border oversight 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“CSR

221、C”)released the Draft Administrative Provisions and the Draft Filing Measures,both of which had acomment period that expired on January 23,2022.The Draft Administrative Provisions and Draft Filing Measures regulate the administrative system,record-filing management,and otherrelated rules in respect

222、of the direct or indirect overseas issuance of listed and traded securities by“domestic enterprises”.The Draft Administrative Provisions specify that the CSRC hasregulatory authority over the“overseas securities offering and listing by domestic enterprises”,and require“domestic enterprises”to comple

223、te filing procedures with the CSRC if they wish tolist 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 the Trial Measures,domesticcompanies that seek to offer or list securities overseas,both direct

224、ly and indirectly,should fulfill the filing procedures and report relevant information to the CSRC;any failure to comply withsuch 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 p

225、ubliccomment.These rules state that in the overseas listing activities of domestic companies,domestic companies,as well as securities companies and securities service institutions providingrelevant securities services thereof,should establish a sound system of confidentiality and archival work,shall

226、 not disclose state secrets,or harm the state and public interests.7Table of Contents Under 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,shallcomplete filing procedures

227、 with the CSRC pursuant to the requirements of the Trial Measures within three working days following their submission of initial public offerings or listingapplication.The companies that have already been listed on overseas stock exchanges or have obtained the approval from overseas supervision adm

228、inistrations or stock exchanges for itsoffering and listing and will complete their overseas offering and listing prior to September 30,2023 are not required to make immediate filings for its listing,yet need to make filings forsubsequent offerings in accordance with the Trial Measures.Companies tha

229、t have already submitted an application for an initial public offering to overseas supervision administrations prior tothe effective date of the Trial Measures but have not yet obtained the approval from overseas supervision administrations or stock exchanges for the offering and listing,shall arran

230、ge for thefiling within a reasonable time period and shall complete the filing procedure before such companies 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 filing procedures with t

231、he CSRC pursuant tothe requirements of the Trial Measures.While the Group has no current operations in China,should we have any future operations in China and should we(i)fail to receive or maintain suchpermissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not re

232、quired,or(iii)applicable laws,regulations,or interpretations change and require us to obtainsuch 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 onour potential operations

233、in China,as well as limit our ability to pay dividends outside of China,limit our operations in China,delay or restrict the repatriation of the proceeds from this Offeringinto China or take other actions that could have a material adverse effect on our business as well as the trading price of our Or

234、dinary Shares.We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely.The CSRC,the CAC or other PRC regulatoryagencies also may take actions requiring us,or making it advisable for us,to halt this Offering before settlement

235、 and delivery of our Ordinary Shares.In addition,if the CSRC,the CAC or otherregulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this Offering,we may be unable to obtain a waiver of such approval requirements,if and whenprocedures are established to obtain

236、 such a waiver.Any action taken by the PRC government could significantly limit or completely hinder our operations in the PRC and our ability to offer orcontinue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless.Furthermore,on Jul

237、y 10,2021,the Cyberspace Administration of China(the“CAC”)issued a revised draft of the Measures for Cybersecurity Review for public comment,whichrequired that,among others,in addition to any“operator of critical information infrastructure”,any“data processor”controlling personal information of no l

238、ess than one million users whichseeks to list in a foreign stock exchange should also be subject to cybersecurity review,and further elaborated the factors to be considered when assessing the national security risks of therelevant activities.On December 28,2021,the CAC,the National Development and R

239、eform Commission(“NDRC”),and several other 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 the Revised Review Measures,if an“onlineplatform operator”that is

240、 in possession of personal data of more than one million users intends to list in a foreign country,it must apply for a cybersecurity review.Based on a set of Q&Apublished on the official website of the State Cipher Code Administration in connection with the issuance of the Revised Review Measures,a

241、n official of the said administration indicated thatan online platform operator should apply for a cybersecurity review prior to the submission of its listing application with non-PRC securities regulators.Moreover,the CAC released the draft ofthe Regulations on Network Data Security Management in N

242、ovember 2021 for public consultation,which among other things,stipulates that a data processor listed overseas must conduct anannual data security review by itself or by engaging a data security service provider and submit the annual data security review report for a given year to the municipal cybe

243、rsecurity departmentbefore January 31 of the following year.Given the recency of the issuance of the Revised Review Measures and their pending effectiveness,there is a general lack of guidance and substantialuncertainties exist with respect to their interpretation and implementation.It remains uncle

244、ar whether a Hong Kong company which collects 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 this Offering as we do not believe thatour Operating Subsi

245、diary would be deemed to be an“operator of critical information infrastructure”or a“data processor”controlling personal information of no less than one million users,thatwould be required to file for cybersecurity review before listing in the U.S.,because(i)our Operating Subsidiary organized and ope

246、rating in Hong Kong and the Revised Review Measuresremains unclear whether it shall be applied to Hong Kong companies;(ii)our Operating Subsidiary operates without any subsidiary or VIE structure in Mainland China;(iii)as of date of thisprospectus,our Operating Subsidiary has collected and stored pe

247、rsonal information of less than 100 PRC individual clients,which is far less than one million users;and(iv)as of the date of thisprospectus,our Operating Subsidiary not been informed by any PRC governmental authority of any requirement that they file for a cybersecurity review.However,there remains

248、significantuncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations.If the Revised Review Measures are adopted into law in the future and if our OperatingSubsidiary is deemed to be an“operator of critical information infrastructure”or a“data processor”cont

249、rolling personal information of no less than one million users,our operation and thelisting of our Ordinary 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

250、 Hong Kong laws,as of the date of this prospectus,the Companyand its Operating Subsidiary,are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the U.S.and issuing our Ordinary Shares to foreign investors.No such permissions or approvals have been appli

251、ed for by the Company and/or its subsidiaries or denied by any relevant authorities.As of the date of this prospectus,the Operating Subsidiaryreceived all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong,including but not limited to their bus

252、iness registration certificates.However,we have been advised by David Fong&Co.that uncertainties still exist,due to the possibility that laws,regulations,or policies in Hong Kong could change rapidly in the future.Based on managements internal assessment that the Company and its subsidiary currently

253、 have no material operations in the PRC,management understands that as of the date of thisprospectus,the Company is not required to obtain any permissions or approvals from PRC authorities before listing in the U.S.and to issue our Ordinary Shares to foreign investors,includingthe CAC or the CSRC be

254、cause(i)the CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like ours under this prospectus are subject to thisregulation;and(ii)the Company operates in Hong Kong and is not included in the categories of industries and companies whose foreign securiti

255、es offerings are subject to review by the CSRCor the CAC.We also understand that our Operating Subsidiary is not required to obtain any permissions or approvals from any Chinese authorities to operate their businesses as of the date ofthis prospectus.No permissions or approvals have been applied for

256、 by the Company or denied by any relevant authority.However,uncertainties still 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 securit

257、ies offerings are subject to review by the CSRC or the CAC or ifapplicable laws,regulations or interpretations change and we are required to obtain such permissions or approvals,(ii)we inadvertently conclude that relevant permissions or approvals were notrequired or(iii)we did not receive or maintai

258、n relevant permissions or approvals required,any action taken by the PRC government could significantly limit or completely hinder our operationsin Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or

259、be worthless.On December 2,2021,the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA,which tookeffect on January 10,2022.We will be required to comply with these rules if the SEC identifies us as having a“non-i

260、nspection”year,as defined in the rules,under a process to be subsequentlyestablished by the SEC.The SEC is assessing how to implement other requirements of the HFCAA,including the listing and trading prohibition requirements described above.Under theHFCAA,our securities may be prohibited from tradin

261、g on the Nasdaq or other U.S.stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years,and thisultimately could result 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 theHF

262、CAA and requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead ofthree consecutive years,shortening the timeline for the application of the HPCAAs delisting and trading prohibiti

263、on from three years to two,and thus,would reduce the time before securitiesmay be prohibited from trading or delisted.On September 22,2021,the PCAOB adopted a final rule implementing the HFCAA,which provides a framework for the PCAOB to use whendetermining,as contemplated under the HFCAA,whether the

264、 PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction becauseof 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,Gra

265、nd Cayman,KY1-9009,Cayman Islands and our principal office is Workshop B14,8/F,Block B,Tonic Industrial Center,19 Lam Hing Street,Kowloon Bay,Hong Kong.The telephone number of our principal office is+852 2838 9928.Our agent for service of process in theUnited States is Cogency Global Inc.,located at

266、 122 East 42nd Street,18th Floor,New York,NY 10168.Our corporate website is www.winfield.hk.Information contained on our website doesnot 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$1.2

267、35 billion in revenue during our most recently completed fiscal year,we qualify as an“emerging growth company”as defined in Section 2(a)of theSecurities Act,as modified by the JOBS Act.As an emerging growth company,we may take advantage of certain reduced disclosure and requirements that are otherwi

268、se applicable generally toU.S.public companies that are not emerging growth companies.These provisions include:the option to include in an initial public offering registration statement only two years of audited financial statements and selected financial data and only two years of relateddisclosure

269、;reduced executive compensation disclosure;and an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002(“Sarbanes-Oxley Act”)in the assessment of our internal controls overfinancial reporting.The JOBS Act also permits an emerging growth company,such as

270、us,to delay adopting new or revised accounting standards until such time as those standards are applicable to privatecompanies.We have not elected to“opt out”of this provision,which means that when a standard is issued or revised and it has different application dates for public or private companies

271、,wewill have the discretion to adopt the new or revised standard at the time private companies adopt the new or revised standard and our discretion will remain until such time that we either(i)irrevocably elect to“opt out”of such extended transition period or(ii)no longer qualify as an emerging grow

272、th company.We will remain an emerging growth company until the earliest of:the last day of our fiscal year 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,dur

273、ing the previous three-year period,issued more than$1.0 billion in non-convertible debt securities;or the date on which we are deemed to be a“large accelerated filer”under the Exchange Act,which,among other things,would occur if the market value of our Ordinary Shares that areheld by non-affiliates

274、exceeds$700 million as of the last business day of our most recently completed second fiscal quarter.We have taken advantage of reduced reporting requirements in this prospectus.Accordingly,the information contained herein may be different than the information you receive from otherpublic companies.

275、In addition,upon closing of this Offering,we will report under the Exchange Act as a“foreign private issuer.”As a foreign private issuer,we may take advantage of certain provisions underthe Nasdaq rules that allow us to follow Cayman Islands law for certain corporate governance matters.Even after we

276、 no longer qualify as an emerging growth company,as long as we qualify asa foreign private issuer under the Exchange Act,we will be exempt from certain provisions of the Exchange Act that are applicable to U.S.domestic public companies,including:the sections of the Exchange Act regulating the solici

277、tation of proxies,consents,or authorizations in respect of a security registered under the Exchange Act;the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a shortperiod o

278、f time;the rules under the Exchange Act requiring the filing with the Securities and Exchange Commission of quarterly reports on Form 10-Q containing unaudited financial and otherspecified information,or current reports on Form 8-K,upon the occurrence of specified significant events;and Regulation F

279、air Disclosure(“Regulation FD”),which regulates selective disclosures of material information by issuers.10Table of Contents We are also a foreign private issuer.Foreign private issuers,like emerging growth companies,are also exempt from certain more stringent executive compensation disclosure rules

280、.Thus,ifwe remain a foreign private issuer,even if we no longer qualify as an emerging growth company,we will continue to be exempt from the more stringent compensation disclosures required ofpublic companies that are neither an emerging growth company nor a foreign private issuer.We may take advant

281、age of these exemptions until such time as we are no longer a foreign private issuer.We are required to determine our status as a foreign private issuer on an annualbasis 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 outstan

282、ding voting securities are held by U.S.residents and anyof the following three circumstances apply:the majority 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 S

283、tates.Implications of Being a Controlled Company Upon the completion of this Offering,we will be a“controlled company”as defined under the Nasdaq Listing Rules because Mr.Chi Kin Kelvin Yeung will,through his wholly ownedentity Phoenix Prosperity Investment Limited,own approximately 74.54%of our out

284、standing Ordinary Shares(or 73.72%of our outstanding Ordinary Shares if the underwriters option topurchase 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 werely on these

285、exemptions,you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.See section titled“RiskFactorsRisks Relating to an Investment in our Ordinary Shares.”Even if we cease to be a controlled company,we may still rely on ex

286、emptions available to foreign private issuers.Conventions Which Apply to this Prospectus Throughout this prospectus,we use a number of key terms and provide a number of key performance indicators used by management.Unless the context otherwise requires,thefollowing definitions apply throughout where

287、 the context so admits:“Amended Memorandum and Articles”refers to our amended and restated memorandum and articles of association to be in effect upon completion of this Offering;“Audit Committee”refers to the audit committee of our Board of Directors;“Board”or“Board of Directors”refer to the board

288、of Directors of our Company;“China”or the“PRC”refers to the Peoples Republic of China,including Hong Kong and Macau.For reference to specific laws and regulations adopted by the PRC,the definition of“China”or the“PRC”refers to the Peoples Republic of China,excluding Hong Kong and Macau.The legal and

289、 operational risks associated with operating in China also apply to ouroperations in Hong Kong;“Companies Act”refers to the Companies Act(as revised)of the Cayman Islands,as amended,supplemented or otherwise modified from time to time;“Directors”refers to the directors of our Company;“Executive Offi

290、cers”refers to the executive officers of our Company;“Government”refers to the government of Hong Kong;“Hong 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

291、our Board of Directors“Offering”refers to the initial public offering of Phoenix Asia Holdings Limited;“Operating 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

292、Group”refers to Phoenix Asia Holdings Limited and its subsidiaries;“SEC”refers to the U.S.Securities and Exchange Commission;“Selling Shareholder”is to Phoenix Prosperity Investment Limited,an existing shareholder of the Company(also the controlling shareholder),that is selling its Ordinary Sharespu

293、rsuant to the Resale Prospectus;“we”,“us”,“our Company”,“our”or“the Company”refers to Phoenix Asia Holdings Limited,an exempted company with limited liability incorporated under the laws of the CaymanIslands,and in the context of describing its operation and business,its subsidiaries;“H.K.dollar”,“H

294、.K.dollars”,“Hong Kong dollar”,or“HKD”refers to the legal currency of Hong Kong;“U.S.dollar”,“U.S.dollars”,“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 Subsidia

295、ry in Hong Kong,Winfield Engineering(Hong Kong)Limited.Winfield Engineering(Hong Kong)Limiteds reporting currency is in Hong Kong dollars.This prospectus contains translations of Hong Kong dollars into U.S.dollars solely for theconvenience of the reader.Unless otherwise noted,all translations from H

296、ong Kong dollars to U.S.dollars and from U.S.dollars to Hong Kong dollars in this prospectus were calculated at thenoon 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 ofNew

297、York on the last trading day of September 30,2024.We make no representation that the HKD or U.S.dollar amounts referred to in this prospectus could have been or could be convertedinto 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 C

298、ontents The Offering Ordinary Shares offered by us:1,600,000 Ordinary Shares(or 1,840,000 Ordinary Shares if the Representative exercises its option to purchase additional OrdinaryShares within 45 days of the date of the closing of this Offering in full).Offer Price:$4.00 to$6.00 per Ordinary Share.

299、Shares outstanding before this Offering:20,000,000 Ordinary Shares Shares to be outstanding immediately after thisOffering:21,600,000 Ordinary Shares(or 21,840,000 Ordinary Shares if the Representative exercises its option to purchase additionalShares within 45 days of the date of the closing of the

300、 Offering from us in full).The Selling Shareholder,Phoenix ProsperityInvestment Limited,is also registering the resale up to 500,000 Ordinary Shares(these shares will not be part of this initial publicoffering).Over-allotment option to purchase additionalOrdinary Shares:We have granted the Represent

301、ative an option to purchase up to 240,000 additional Ordinary Shares from us within 45 days of thedate of the closing of this Offering.Use of proceeds:We estimate that we will receive net proceeds from this Offering of approximately USD6,063,721(or USD7,161,721 if theRepresentative exercises its ove

302、r-allotment option to purchase additional Ordinary Shares from us in full),based on an assumedinitial public offering price of USD5.00 per share,which is the midpoint of the range set forth on the coverage page of thisprospectus,after deducting the estimated underwriting discounts,commissions and of

303、fering expenses payable by us.We intend to use the net proceeds from this Offering for enhancing our capacities in hiring additional staff,acquiring innovativemachinery to enhance our productivity and service capacity,enhancing our brand,“Winfield”,and working capital and othergeneral corporate purp

304、oses.See“Use of Proceeds”on page 43 for more information.We will not receive any of the proceeds from the sale of Ordinary Shares by the Selling Shareholder.Lock-up:The Company,our directors and officers and shareholders of the issued and outstanding Ordinary Shares have agreed with theRepresentativ

305、e,subject to certain exceptions and other than the Ordinary Shares offered by the Selling Shareholder in the ResaleProspectus,not to sell,transfer,or dispose of,directly or indirectly,any of our Ordinary Shares or securities convertible into orexercisable or exchangeable for our Ordinary Shares for

306、a period of 180 days after the closing date of this Offering.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

307、“Risk Factors”and other information included in this prospectus for a discussion of factors you should carefullyconsider 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 v

308、arious risks.Prospective investors should carefully consider and evaluate each of the following considerations and all other information setforth in this prospectus before deciding to invest in our Ordinary Shares.The following section describes some of the significant risks known to us now that cou

309、ld directly or indirectly affect usand the value or trading price of our Ordinary Shares and should not be construed as a comprehensive listing of all risk factors.The following section does not state risks unknown to us nowbut which could occur in the future and risks which we currently believe to

310、be not material but may subsequently turn out to be so.Should these risks occur and/or turn out to be material,theycould materially and adversely affect our business,financial condition,results of operations and prospects.To the best of our Directors knowledge and belief,the risk factors that are ma

311、terialto investors in making an informed judgment have been set out below.If any of the following considerations and uncertainties develops into actual events,our business,financial condition,results of operations and prospects could be materially and adversely affected.In such cases,the trading pri

312、ce of our Ordinary Shares could decline and investors may lose all or part of theirinvestment in our Shares.Prospective investors are advised to apprise themselves of all factors involving the risks of investing in our Ordinary Shares from their professional advisers beforemaking any decision to inv

313、est in our Ordinary Shares.This prospectus also contains forward-looking statements having direct and/or indirect implications on our future performance.Our actual results could differ materially from thoseanticipated in these forward-looking statements as a result of certain factors,including the r

314、isks and uncertainties faced by us described below and elsewhere in this prospectus.See sectiontitled“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 i

315、s any slowdown in the development of infrastructure in Hong Kong,theavailability 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 from substructure pro

316、jects in Hong Kong.To a lesser extent,we also provide advisory services and supervision services to our customers in our substructure projects and charge on a monthly basis.The future development of the civilengineering industry and the availability of substructure projects in Hong Kong largely depe

317、nd on the continued development of infrastructure by the Government of Hong Kong.The nature,extent and timing of available substructure projects will be determined by an interplay of a variety of factors,including the Governments policies on the infrastructure development in HongKong,its land supply

318、 and public housing policy,the investment and budget of the Government of Hong Kong and the general conditions and prospects of Hong Kongs economy.These factorsmay affect the availability of substructure projects in Hong Kong.13Table of Contents If there is any slowdown in the development of infrast

319、ructure by the Government in Hong Kong,there is no assurance that the availability of substructure projects in Hong Kong wouldnot decrease significantly and our business and financial position and prospect may be adversely and materially affected.Our revenue is mainly derived from projects which are

320、 non-recurrent in nature and there is no guarantee that our customers will provide us with new businesses.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 September30,2024 and t

321、he fiscal years ended March 31,2024 and 2023,we secured new businesses mainly through invitations for tender by customers.There is no assurance that we will be able tosecure new contracts in the future.Accordingly,the number and scale of projects and the amount of revenue we are able to derive there

322、from may vary significantly from period to period,and itmay be difficult to forecast the volume of future business.In the event that we fail to secure new contracts or there is a significant decrease in the number of tender invitations or contractsavailable for bidding in the future,our business,fin

323、ancial position and prospects could be materially 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 and our business operations andfinancial position might be materially and adver

324、sely affected.For the six months ended September 30,2024 and the fiscal years ended March 31,2024 and 2023,our total revenue derived from substructure and other construction services wasapproximately USD3.8 million,USD5.8 million and USD2.2 million,respectively.Our revenue is typically derived from

325、projects,with each contract sum being determined with reference totender 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,whichgenerally include(i)the type of services requi

326、red;(ii)market trend of the price of the materials and subcontracting services required;(iii)particular technical difficulties of the project;(iv)thecomplexity and the location of the project;(v)the estimated quantity and type of equipment required;(vi)the completion time requested by our customers;

327、and(vii)the availability of humanand financial resources.For advisory services and supervision services,the monthly charge is typically determined with reference to a mark-up over our estimated costs,taking intoconsideration(i)the manpower required;(ii)the length of the project;and(iii)the estimated

328、 difficulty and time-required.We will review the cost budget from time to time.If the actual cost ishigher than originally budgeted,it may reduce our profit margin and affect our financial performance.If we fail to keep the costs within the initial budget,our business operation and financialresults

329、may be adversely affected.The total actual value 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 placing var

330、iation orders with us.Theaggregate amount of revenue that we are able to derive from a project may be different from the original estimated contract sum specified in the relevant contract due to variation orders placedby our customers.As such,there is no assurance that the amount of fees and charges

331、 as finally agreed with our customers would be sufficient to recover our costs incurred or provide us with areasonable profit margin or the amount of revenue derived from our projects will not be substantially different from the original estimated contract sum as specified in the relevant contracts

332、andour financial condition may be adversely affected by any decrease in our revenue as a result of variation orders.As a result,there is no assurance that our revenue and profit margin in the futurewill remain at a level comparable to those recorded during the six months ended September 30,2024 and

333、the fiscal years ended March 31,2024 and 2023.14Table 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 t