Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws

Phoenix Plus Corp. (the "Company") effected a one for fifty (1:50) reverse stock split (the "Reverse Stock Split") on June 27, 2025. To effect the Reverse Stock Split, the Company filed with the Nevada Secretary of State a Certificate of Amendment to the Company's Restated Certificate of Incorporation with the Nevada Secretary of State, with an effective date of June 27, 2025. The Reverse Stock Split was approved by the Company's board of directors on May 15, 2025 and by the stockholders of the Company on May 15, 2025, by a written consent in lieu of a special meeting of stockholders.

As a result of the Reverse Stock Split, every 50 shares of issued and outstanding Common Stock were automatically combined into one issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split were rounded up to the nearest whole share. Following the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 332,699,500 shares to 6,653,990 shares. There was no change to the number of authorized shares for Common Stock and Preference Stock.

The forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.