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Ming Shing Group Holdings Limited Announces Closing of the Acquisition of PMA Nano Carbon Tech Limited and Issuance of Unsecured Convertible Promissory Notes

(Neutral)
(Neutral)

Ming Shing Group (NASDAQ: MSW) closed its acquisition of PMA Nano Carbon Tech Limited on June 9, 2026. The deal follows a May 26, 2026 stock purchase agreement to acquire 100% of PMA Nano Carbon Tech’s issued share capital for US$110,000,000.

Consideration will be fully settled through issuing unsecured convertible promissory notes totaling US$110,000,000 to three selling shareholders.

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Positive

  • Acquisition of 100% of PMA Nano Carbon Tech share capital completed
  • US$110,000,000 transaction size underscores a significant corporate development

Negative

  • US$110,000,000 unsecured convertible promissory notes issued as acquisition consideration

News Market Reaction – MSW

+2.27% 25.8x vol
56 alerts
+2.27% Session close to close
+310.8% Peak Tracked
-12.2% Trough Tracked
$18.04M Market Cap
25.8x Rel. Volume

In the Jun 10 session, MSW gained 2.27%, reflecting a moderate positive market reaction. Argus tracked a peak move of +310.8% during that session. Argus tracked a trough of -12.2% from its starting point during tracking. Our momentum scanner triggered 56 alerts that day, indicating high trading interest and price volatility. Trading volume was exceptionally heavy at 25.8x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms closing of the PMA Nano Carbon Tech acquisition for US$110,000,000 in uns...
Analysis

This announcement confirms closing of the PMA Nano Carbon Tech acquisition for US$110,000,000 in unsecured convertible promissory notes, following the original agreement signed on May 26, 2026. It advances Ming Shing’s shift toward graphene-related technologies while its core wet trades business has faced revenue declines and losses. Investors may monitor integration progress, any impact on capital structure, and how this new business line interacts with recent leadership changes and prior financial trends.

Key Figures

Acquisition consideration: US$110,000,000 Convertible notes issued: US$110,000,000 Agreement date: May 26, 2026 +1 more
4 metrics
Acquisition consideration US$110,000,000 Aggregate consideration for PMA Nano Carbon Tech Limited
Convertible notes issued US$110,000,000 Aggregate principal of unsecured convertible promissory notes to Sellers
Agreement date May 26, 2026 Date of stock purchase agreement for PMA Nano Carbon Tech
Closing date June 9, 2026 Date acquisition of PMA Nano Carbon Tech closed

Historical Context

5 past events · Latest: Jun 04 (Negative)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Jun 04 Leadership resignations Negative -2.0% CEO and independent director resigned for personal reasons, prompting management reshuffle.
May 27 Board reorganization Positive +10.8% Appointment of Zhijun Pan as chairman, tied to the planned PMA Nano Carbon acquisition.
May 26 Acquisition agreement Negative -24.1% Agreement to acquire PMA Nano Carbon Tech for US$110M via unsecured convertible notes.
Mar 20 Earnings update Negative -2.4% Six‑month results showed revenue down 51.6% and a swing to net loss.
Mar 02 Finance team changes Neutral +6.3% CFO and CAO departures alongside appointment of a new CFO with long experience.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news reactions mostly aligned with the perceived tone of each announcement, with only one notable divergence.

Recent Company History

Over the last few months, Ming Shing has combined weak fundamentals with aggressive strategic moves. On Mar 20, 2026, it reported a sharp revenue decline and net loss for the six months ended Sep 30, 2025, which was followed by multiple leadership changes on Mar 2, May 27 and Jun 4. The company then agreed on May 26 to acquire PMA Nano Carbon Tech using US$110 million in unsecured convertible promissory notes. Today’s closing of that acquisition continues this shift toward the graphene-based technology business.

Key Terms

unsecured convertible promissory notes, stock purchase agreement
2 terms
unsecured convertible promissory notes financial
"settled by the Company issuing unsecured convertible promissory notes to the Sellers"
A written IOU that a company issues promising to repay borrowed money with interest, which carries no secured collateral and can be converted into shares instead of cash. Investors care because it combines loan risk — you sit behind secured creditors if the company fails — with potential stock dilution if the note converts, so it affects both the company’s credit safety and existing shareholders’ ownership.
stock purchase agreement financial
"the Company entered into a stock purchase agreement with PMA Technology Holdings Limited"
A stock purchase agreement is a legal contract that sets the terms for buying or selling shares, specifying the price, number of shares, how payment is made, and any conditions or promises each side must meet. It matters to investors because it defines who owns what, when ownership changes, and what protections or obligations attach to the deal—think of it as a detailed receipt plus the house rules that determine the financial risks and benefits of the transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Hong Kong, June 09, 2026 (GLOBE NEWSWIRE) -- Ming Shing Group Holdings Limited (the “Company” or “Ming Shing”) (NASDAQ: MSW), a Hong Kong-based company mainly engaged in wet trades works whose mission it is to become the leading wet trades works service provider in Hong Kong, announces a significant update in its business development.

Ming Shing is pleased to announce that it has closed the acquisition of PMA Nano Carbon Tech Limited. As previously reported, on May 26, 2026, the Company entered into a stock purchase agreement with PMA Technology Holdings Limited, Legend Master Development Limited and F.F.Formation Holding Co. Ltd (collectively the “Sellers”) for the acquisition of the entire issued share capital of PMA Nano Carbon Tech Limited, an exempted limited company incorporated under the laws of the British Virgin Islands, at the consideration of US$110,000,000 in aggregate, which shall be settled by the Company issuing unsecured convertible promissory notes to the Sellers of the same amount. On June 9, 2026, the transaction closed where the entire issued share capital of PMA Nano Carbon Tech Limited was transferred to the Company and the Company issued three unsecured convertible promissory notes to the Sellers in an aggregate amount of US$110,000,000.

About Ming Shing Group Holdings Limited

Ming Shing Group Holdings Limited is a Hong Kong-based company mainly engaged in wet trades works, such as plastering works, tile laying works, brick laying works, floor screeding works and marble works. With a mission to become the leading wet trades works services provider in Hong Kong, the Company strives to provide quality services that comply with its customers’ quality standards, requirements, and specifications. The Company conducts its business through its two wholly-owned Hong Kong operating subsidiaries, MS (HK) Engineering Limited and MS Engineering Co. Limited. MS (HK) Engineering Limited is a registered subcontractor and a registered specialist trade contractor under the Registered Specialist Trade Contractors Scheme of the Construction Industry Council and undertakes both private and public sector projects, while MS Engineering Co., Limited mainly focuses on private sector projects. For more information, please visit the Company’s website: https://ir.ms100.com.hk.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that may affect its financial condition, results of operations, business strategy and financial needs. Investors can find many (but not all) of these statements by the use of words such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “going forward”, “intend”, “may”, “plan”, “potential”, “predict”, “propose”, “seek”, “should”, “will”, “would” or other similar expressions in this press release. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the SEC.

For more information, please contact:

Ming Shing Group Holdings Limited

Investor Relations Department

Email: ir@ms100.com.hk


FAQ

What did Ming Shing Group (NASDAQ: MSW) announce on June 9, 2026?

Ming Shing announced it had closed the acquisition of PMA Nano Carbon Tech Limited. According to Ming Shing, the company completed the transfer of all issued share capital and issued unsecured convertible promissory notes to the sellers as consideration.

How much did Ming Shing (MSW) pay for PMA Nano Carbon Tech Limited?

Ming Shing agreed to pay an aggregate consideration of US$110,000,000 for PMA Nano Carbon Tech. According to Ming Shing, this amount reflects the price for acquiring the company’s entire issued share capital from three selling shareholders.

How is Ming Shing financing the PMA Nano Carbon Tech acquisition (NASDAQ: MSW)?

The acquisition is being financed entirely through unsecured convertible promissory notes. According to Ming Shing, the company issued three notes to the sellers in an aggregate principal amount of US$110,000,000 instead of paying cash at closing.

When did Ming Shing sign the stock purchase agreement for PMA Nano Carbon Tech?

Ming Shing entered into the stock purchase agreement on May 26, 2026. According to Ming Shing, this agreement covered the acquisition of all issued share capital of PMA Nano Carbon Tech from PMA Technology Holdings, Legend Master Development, and F.F.Formation Holding.

What ownership stake in PMA Nano Carbon Tech did Ming Shing (MSW) acquire?

Ming Shing acquired the entire issued share capital of PMA Nano Carbon Tech Limited. According to Ming Shing, closing on June 9, 2026 transferred 100% of the company’s shares from the three sellers to Ming Shing Group.

Who are the sellers in Ming Shing’s PMA Nano Carbon Tech acquisition?

The sellers are PMA Technology Holdings, Legend Master Development, and F.F.Formation Holding. According to Ming Shing, these three parties collectively sold the entire issued share capital of PMA Nano Carbon Tech in exchange for unsecured convertible promissory notes.