Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On July 15, 2025, Phoenix Plus Corp., a Nevada company (the "Company"), as the purchaser entered into a software purchase agreement (the "Software Purchase Agreement") with SunRay Equity Group Limited, a company incorporated in British Virgin Island (the "Seller"), as the seller, with respect to a SolarPulse Monitor, as described more particularly therein (the "Software").

Pursuant to the Software Purchase Agreement, the Company agreed to acquire from the Seller all of the rights, title, and interests in the Software for consideration of an aggregate of 480,000 ordinary shares (per share price of US$2.00) of the Company with an aggregate value of US$960,000 (the "Consideration Shares"). Pursuant to the Software Purchase Agreement and the Company, the Consideration Shares will be issued to the Seller on a completion date as may be agreed upon among the Company and the Seller.

The Software Purchase Agreement and the transactions contemplated thereby were approved and authorized by the board of directors of the Company on July 15, 2025.