Phoenix Asia Holdings Ltd filed a Form 3 identifying Cheng Shing Yan as a director of the company. The insider data in this excerpt shows no reported purchases, sales, option exercises, gifts, tax withholdings, restructurings, or other equity transactions and no listed derivative positions.
Phoenix Asia Holdings expanded its Board by two seats and appointed Ms. Yafei Xie as a non-independent director and Ms. Yaqiao Xie as an independent director, effective October 31, 2025. The Board determined Yafei Xie is not independent and Yaqiao Xie is independent under Nasdaq rules.
Yafei Xie will receive monthly compensation of US$3,850; Yaqiao Xie will receive US$1,280. Yaqiao Xie will serve on the audit, compensation, and nominating and corporate governance committees. Both directors entered into director and indemnification agreements and will serve until earlier death, disqualification, resignation, or removal.
Phoenix Asia Holdings Limited filed a report describing the appointment of Yu Gao, age 44, as a director of the company, effective September 2, 2025, after the board increased its size by one seat. Under her director agreement, she serves until death, disqualification, resignation, or removal in line with the company’s governing documents and applicable laws.
The board reviewed Nasdaq and internal governance standards and determined that Ms. Gao is not an independent director, though she has no family relationships with existing officers or directors and no related-party transactions requiring disclosure. She brings over 15 years of business administration experience from roles at Master Success International Investment Limited, Beijing Ruibailing Technology Company Limited, and Guangdong Century Qingshan Nickel Company Limited, and holds a bachelor’s degree in journalism from the Communication University of China.
The company and Ms. Gao entered into a director agreement and indemnification agreement, under which she will receive no annual compensation for board service and is subject to confidentiality duties and the company’s code of business conduct and ethics. The full form of these agreements and a related press release are filed as exhibits.
Phoenix Asia Holdings Limited is a Cayman Islands holding company operating in Hong Kong through Winfield Engineering (Hong Kong) Limited, focused on substructure works and related construction services. For the fiscal year ended March 31, 2025 the Group reported revenue of USD 7.4 million, up from USD 5.8 million in 2024 and USD 2.2 million in 2023, showing rapid top-line growth over three years. The company reports in Hong Kong dollars with U.S. GAAP financial statements and translates at USD1 = HKD7.8 for convenience.
Backlog declined from US$4,086,086 as of March 31, 2024 to US$1,054,539 as of March 31, 2025, a decrease of US$3,031,547, and the business remains highly concentrated: the five largest customers accounted for 93.7% of revenue in FY2025 and the single largest customer contributed 25.5%. The company’s Ordinary Shares trade on Nasdaq under PHOE; there were 20,000,000 Ordinary Shares outstanding as of March 31, 2025 and 21,600,000 after the initial public offering. Management identified prior material weaknesses in internal controls, implemented remediation measures and states internal controls were effective as of March 31, 2025.