UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13a-16 OR 15d-16
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October 2025
Commission
File Number: 001-42618
Phoenix
Asia Holdings Limited
(Registrant’s
Name)
Workshop
B14, 8/F, Block B
Tonic Industrial Center, 19 Lam Hing Street
Kowloon Bay, Hong Kong
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
When
used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Phoenix Asia,” “we,”
“us” and “our” refer to Phoenix Asia Holdings Limited and its subsidiaries.
Appointment
of Directors
On
October 31, 2025, the board of directors of the Company (the “Board”) increased the size of the Board
by two directors, pursuant to provisions in the amended and restated articles of association of the Company, and approved the appointment
of Ms. Yafei Xie, age 37, as a non-independent director of the Company and Ms. Yaqiao Xie, age 36, as an independent director of the
Company, effective October 31, 2025. Ms. Yafei Xie and Ms. Yaqiao Xie accepted the positions. Pursuant to the director agreement
between Ms. Yafei Xie and Ms. Yaqiao Xie with the Company, Ms. Yafei Xie and Ms. Yaqiao Xie shall hold such office until the director’s
earlier death, disqualification, resignation or removal from office in accordance with the director agreement, the amended and restated
memorandum and the amended and restated articles of association of the Company, or any applicable laws, rules, or regulations. Ms. Yaqiao
Xie will also serve as a member of the audit committee, compensation committee and nominating and corporate governance committee of the
Company.
The
Board assessed the independence of Ms. Yafei Xie and Ms. Yaqiao Xie under the Company’s corporate governance guidelines and the
independence standards under the rules of the Nasdaq Stock Market LLC (the “Nasdaq”) and has determined that Ms. Yafei
Xie is not independent and Ms. Yaqiao Xie is independent.
Ms.
Yafei Xie and Ms. Yaqiao Xie do not have any “family relationship” as defined in Item 401 of Regulation S-K. There is no
arrangement or understanding, pursuant to which Ms. Yafei Xie and Yaqiao Xie was appointed as a director of the Company. Ms. Yafei Xie
and Ms. Yaqiao Xie are not related to any existing officer or director of the Company. Ms. Yafei Xie and Ms. Yaqiao Xie are not related
to each other. There are also no transactions or relationships between or among Ms. Yafei Xie and Ms. Yaqiao Xie with the Company that
would be required to be reported under Item 404(a) of Regulation S-K.
The
biographical information of Ms. Yafei Xie is set forth below.
Ms.
Yafei Xie, age 37, has over 10 years of experience in the capital market. Since January 2025, Ms. Yafei Xie has been a register officer
and executive partner of Glory Profit Capital Limited. Since 2021, Ms. Yafei Xie has been a part-time lecturer at HKU Institute for China
Business. From February 2018 to December 2024, Ms. Yafei Xie was a registered officer and director of Royal Morgan Fund Management Co.,
Ltd. From May 2014 to December 2017, Ms. Yafei Xie was a supervisor of capital acquisition department of Zhuhai Huafa Group Co., Ltd.
Ms. Yafei Xie obtained a bachelor of business administration from The London School of Economics and Political Science in 2012 and a
master of management finance and accounting from the University of Leicester in 2013.
In
connection with Ms. Yafei Xie’s appointment as a non-independent director, the Company and Ms. Yafei Xie entered into a director
agreement and indemnification agreement. Ms. Yafei Xie will receive monthly compensation of US$3,850 for her membership on the Board.
The agreement imposes certain duties and customary confidentiality obligations on Ms. Yafei Xie customary for the agreements of this
nature. Ms. Yafei Xie is also expected to abide by and follow the Company’s code of business conduct and ethics. The foregoing
description is merely a summary of the agreement and therefore does not purport to be complete and the director and indemnification agreement
is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibit 10.1.
The
biographical information of Ms. Yaqiao Xie is set forth below.
Ms.
Yaqiao Xie, age 36, has over 10 years of experience in business administration. From January 2020 to October 2025, Ms. Yaqiao Xie was
the chief executive officer of Guangdong Xintou Co., Ltd. From October 2018 to May 2019, Ms. Yaqiao Xie was a general manager of Beijing
Zhongke Residence Company. From August 2016 to December 2019, Ms. Yaqiao Xie was an administrative manager of Imperial Pacific International
Holdings Limited. From January 2015 to July 2016, Ms. Yaqiao Xie was a consultant of Chun Yu Industrial Co. Ltd. Ms. Yaqiao graduated
from the Hubei Water Conservancy and Hydropower Polytechnic College in 2010.
In
connection with Ms. Yaqiao Xie’s appointment as an independent director, the Company and Ms. Yaqiao Xie entered into an independent
director agreement and indemnification agreement. Ms. Yaqiao Xie will receive monthly compensation of US$1,280 for her membership on
the Board. The agreement imposes certain duties and customary confidentiality obligations on Ms. Yaqiao Xie customary for the agreements
of this nature. Ms. Yaqiao Xie is also expected to abide by and follow the Company’s code of business conduct and ethics. The foregoing
description is merely a summary of the agreement and therefore does not purport to be complete and the independent director and indemnification
agreement is qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibit 10.2.
Financial
Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Director Agreement and Indemnification Agreement between Phoenix Asia Holdings Limited and its director, Yafei Xie |
| 10.2 |
|
Form of Independent Director Agreement and Indemnification Agreement between Phoenix Asia Holdings Limited and its director, Yaqiao Xie |
| 99.1 |
|
Press
Release dated November 3, 2025 – Phoenix Asia Holdings Limited Announces Addition to Board of Directors |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| |
Phoenix
Asia Holdings Limited |
| |
|
|
| Date:
November 3, 2025 |
By: |
/s/
Chi Kin Kelvin Yeung |
| |
Name: |
Chi
Kin Kelvin Yeung |
| |
Title: |
Chairman
of the Board and Chief Executive Officer |
