Ming Shing Group Holdings Limited Announces Closing of the Acquisition of Meals Through Seasons Limited and Issuance of Consideration Shares and Unsecured Convertible Promissory Notes

Ming Shing completes a US$510 million, all‑securities acquisition with performance-linked, non‑interest‑bearing convertible notes and substantial new share issuance.

Rhea-AI Summary

Ming Shing Group Holdings Limited (PMA) has closed the acquisition of Meals Through Seasons Limited on September 2, 2026, for an aggregate consideration of US$510,000,000, payable entirely in Company securities.

The consideration consists of 150,000,000 Class A ordinary shares at a reference price of US$1.00 per share and US$360,000,000 in unsecured convertible promissory notes. Hongs Smart Limited receives 105,000,000 shares and US$252,000,000 in notes, while Yapjianhuei Smart Limited receives 45,000,000 shares and US$108,000,000 in notes, reflecting their 70%/30% ownership in the target.

The notes are senior, unsecured obligations bearing no ordinary interest, with no fixed maturity, amortization, or mandatory redemption. They are split into three Annual Performance Tranches of US$120,000,000 each, which become convertible at US$1.00 per share only if the corresponding year’s net profit after tax reaches at least 50% of a forecast threshold, and are subject to a 24% voting rights cap per holder.

Positive

• US$510,000,000 all-securities acquisition completed, expanding the Company’s business portfolio.
• Deal funded with no cash outlay, preserving the Company’s cash resources.
• Issuance of 150,000,000 Class A shares at a clear reference price of US$1.00.
• Convertible notes of US$360,000,000 structured into performance-based tranches tied to NPAT.
• Notes bear no ordinary interest and have no fixed maturity, reducing fixed financing costs.
• 24% voting rights limitation per holder protects against immediate voting control concentration after conversion.

Negative

• Issuance of 150,000,000 new Class A shares creates substantial potential dilution for existing shareholders.
• Up to US$360,000,000 in notes is ultimately convertible at US$1.00 per share, adding further dilution risk over time.
• Notes have no scheduled principal repayment, leaving an open-ended senior unsecured liability on the balance sheet.
• Conversion eligibility is determined at the Company’s sole discretion, which may introduce uncertainty for investors and noteholders.

News Explained

The issued shares reduce existing holders’ percentage ownership, while the US$360 million notes can convert only through separately tested performance tranches.

On September 2, 2026, the acquisition closed and 150,000,000 Class A shares were issued, increasing the total share count and reducing existing holders’ percentage ownership absent offsetting changes.

The US$360,000,000 of notes are senior direct, unsecured and unsubordinated obligations; they bear no ordinary interest, have no fixed maturity or scheduled amortization, and generally cannot be retired without the holders’ prior written consent.

The notes are divided into three US$120,000,000 annual tranches, each eligible for conversion at US$1.00 per share only if that year’s consolidated NPAT reaches at least 50% of its forecast threshold.

Whether a tranche becomes convertible is resolved separately through the Company’s Conversion Eligibility Notice, based on audited financial statements or other reasonably satisfactory financial information.

Market Context

Recent acquisition-related coverage produced a -1.46% move on August 24, while this announcement rec...

Analysis

Recent acquisition-related coverage produced a -1.46% move on August 24, while this announcement records closing and finalized securities terms. Insider data shows net selling, leaving conversion eligibility and the resulting share issuance as items to monitor.

Key Figures

Aggregate consideration: US$510,000,000 Consideration shares: 150,000,000 shares Share reference price: US$1.00 per share +5 more

8 metrics

Aggregate consideration US$510,000,000 Meals Through Seasons acquisition

Consideration shares 150,000,000 shares Issued at US$1.00 per share

Share reference price US$1.00 per share Class A ordinary shares

Convertible notes US$360,000,000 Unsecured promissory notes

Transaction closing date September 2, 2026 Acquisition transaction closed

Annual performance tranche $120,000,000 Each of three annual tranches

Minimum forecast threshold 50% of forecast NPAT Conversion eligibility condition

Voting rights limitation 24% Maximum holder and affiliate voting rights

Historical Context

4 past events · Latest: Aug 24 (Negative)

Pattern 4 events

Date	Event	Sentiment	24h Move	Catalyst
Aug 24	Acquisition correction	Negative	-1.5%	Clarified valuation basis, securities consideration, and potential shareholder dilution.
Aug 18	Nasdaq deficiency notice	Negative	-5.5%	Nasdaq cited failure to satisfy the minimum stockholders’ equity requirement.
Aug 12	Acquisition agreement	Negative	-7.1%	All-stock acquisition included convertible notes and significant potential shareholder dilution.
Jul 30	Cooperation framework agreement	Neutral	+0.0%	Non-binding framework outlined potential graphene technology applications without binding revenue obligations.

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

Pattern Detected

Recent acquisition-related announcements were followed by negative price reactions, while the prior cooperation announcement was followed by no change.

Key Terms

convertible promissory notes, npat, anti-dilution, pari passu

4 terms

convertible promissory notes financial

"unsecured convertible promissory notes in the aggregate original principal amount"

A convertible promissory note is a loan a company takes that can later be turned into shares instead of being paid back in cash; think of lending money now in exchange for a voucher that can become ownership later. Investors care because it mixes credit risk and potential ownership upside—it can protect lenders if a company struggles while also diluting existing shareholders when converted, affecting future share value and investor returns.

npat financial

"actual consolidated net profit after tax (“NPAT”) of the Holding Company"

Net profit after tax (NPAT) is the amount of money a company has left after paying all operating costs, interest, and taxes — essentially the "take-home" profit. For investors, NPAT shows how much profit is actually available to reinvest in the business, pay dividends, or build reserves; it's like the household income left after paying bills and taxes, and helps gauge profitability and financial health.

anti-dilution financial

"The conversion price is subject to customary anti-dilution adjustments"

A provision that protects an investor’s ownership stake or the value of convertible securities when a company issues new shares at a lower price. It adjusts the investor’s number of shares or the conversion price so their percentage of ownership or economic interest isn’t unfairly reduced — like getting a bigger slice of cake if the baker cuts more pieces, preserving your share of the whole.

pari passu financial

"rank pari passu with all present and future unsecured and unsubordinated obligations"

An instruction that different claims, securities, or creditors are treated equally and share rights or payments on the same priority level. For investors, it means their position will be paid or have voting power alongside others in the same class rather than being favored or subordinated—think of several people standing in one bus line who all get on together rather than some cutting ahead. That parity affects expected recovery in reorganizations, dividend order, and relative risk.

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

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Hong Kong, Sept. 02, 2026 (GLOBE NEWSWIRE) -- Ming Shing Group Holdings Limited (the “Company” or “Ming Shing”) (NASDAQ: PMA), 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 Meals Through Seasons Limited. As previously reported, on August 11, 2026, the Company entered into a stock purchase agreement (the “SPA”) to acquire he entire issued share capital of Meals Through Seasons Limited, a business company incorporated under the laws of the British Virgin Islands (the “Target Company”), with Hongs Smart Limited and Yapjianhuei Smart Limited (each a “Seller” and, collectively, the “Sellers”), the Target Company and MTHK, for an aggregate consideration of US$510,000,000, payable in full in securities of the Company. The aggregate consideration of US$510,000,000 is payable in full in securities of the Company, and no cash is payable by the Company. It comprises (i) 150,000,000 Class A ordinary shares of the Company, par value US$0.0005 per share (the “Class A Ordinary Shares”), to be issued at closing at an agreed reference price of US$1.00 per share, representing an aggregate value of US$150,000,000 (the “Consideration Shares”), and (ii) unsecured convertible promissory notes in the aggregate original principal amount of US$360,000,000 (the “Notes”), to be issued at closing pursuant to a note purchase agreement to be entered into at closing (the “NPA”). The consideration (including both the Consideration Shares and the Notes) is allocated between the Sellers in proportion to their respective interests in the Target Company, being 70% for Hongs Smart Limited and 30% for Yapjianhuei Smart Limited.

On September 2, 2026, the transaction closed. In connection with the closing, the NPA was entered into as of September 2, 2026, the entire issued share capital of the Target Company was transferred to the Company and the Company issued (i) 105,000,000 and 45,000,000 Class A Ordinary Shares to Hongs Smart Limited and Yapjianhuei Smart Limited, respectively; and (ii) unsecured convertible promissory notes to the NPA in the original principal amount of US$252,000,000 (with each “Annual Performance Tranche” in the amount of $84,000,000) and US$108,000,000 to Hongs Smart Limited and Yapjianhuei Smart Limited (with each “Annual Performance Tranche” in the amount of $36,000,000), respectively. See below for discussion of “Annual Performance Tranches.”

The Notes bear no ordinary interest and no interest payments are due. The Notes have no fixed maturity date and remain outstanding unless and until converted in full, redeemed pursuant to an express provision of the Notes, repurchased by the Company and cancelled, or otherwise cancelled by written agreement of the parties. The Notes are not subject to any scheduled amortization, sinking fund, or mandatory redemption by reason only of the passage of time, and the Company has no obligation to repay the principal on any fixed date. The Company may not redeem, repurchase, or otherwise retire the Notes without the prior written consent of the holder, except as required by applicable law or regulation. The Notes constitute senior direct, unsecured, unsubordinated obligations of the Company and rank pari passu with all present and future unsecured and unsubordinated obligations of the Company, except as obligations may be preferred by laws of general application.

The aggregate principal amount of the Notes is divided into three equal annual performance tranches of $120,000,000 each (each, an “Annual Performance Tranche”), corresponding to three successive financial years (each, a “Performance Year”) covered by a financial forecast (the “Financial Forecast”) provided by the Holding Company and MTS and attached as an exhibit to the NPA.

Each Annual Performance Tranche becomes eligible for conversion only if the actual consolidated net profit after tax (“NPAT”) of the Holding Company for the corresponding Performance Year equals or exceeds 50% of the forecast NPAT set forth in the Financial Forecast for that Performance Year (the “Minimum Forecast Threshold”). The Company, in its sole discretion, determines whether the Minimum Forecast Threshold has been satisfied based on audited financial statements or other financial information reasonably satisfactory to the Company. Upon such determination, the Company delivers a Conversion Eligibility Notice, and the relevant Annual Performance Tranche becomes eligible for conversion on the date of such notice.

If the Company does not determine that the applicable Minimum Forecast Threshold has been satisfied, the relevant Annual Performance Tranche remains outstanding but is not convertible. Satisfaction of the Minimum Forecast Threshold for any subsequent Performance Year does not render convertible any Annual Performance Tranche relating to a prior Performance Year that failed to satisfy the applicable threshold.

Each Annual Performance Tranche is assessed separately and solely by reference to the corresponding Performance Year, and the Minimum Forecast Threshold is tested solely by reference to NPAT.

Subject to satisfaction of the applicable Minimum Forecast Threshold and the limitations described below, the Notes are convertible into Class A Ordinary Shares at a fixed conversion price of $1.00 per share. The conversion price is subject to customary anti-dilution adjustments for stock dividends, stock splits, reverse stock splits, and reclassifications.

No conversion may occur if, immediately after giving effect to such conversion, the holder together with its affiliates would hold voting rights exceeding 24% of the total voting rights of the Company’s outstanding capital shares on a fully diluted basis (the “Voting Rights Limitation”). If any requested conversion would result in the issuance of shares that would cause the holder and its affiliates to exceed this limitation, such conversion is automatically reduced to the maximum principal amount that may be converted without breaching the Voting Rights Limitation, and the excess principal remains outstanding and convertible in accordance with the terms of the Notes.

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. The Company conducts its wet trades works 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. The Company also conducts graphene thermal management technology activities through its subsidiary, PMA Nano Carbon Technology Pte. Ltd. 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 acquisition did Ming Shing Group Holdings (PMA) close on September 2, 2026?

Ming Shing Group Holdings closed the acquisition of Meals Through Seasons Limited, a British Virgin Islands company. The deal was completed on September 2, 2026, with the entire issued share capital of the target transferred to Ming Shing.

How much did Ming Shing (PMA) pay for Meals Through Seasons Limited and in what form?

The aggregate consideration is US$510,000,000, payable entirely in Ming Shing securities. It comprises 150,000,000 Class A ordinary shares valued at US$150,000,000 and US$360,000,000 in unsecured convertible promissory notes, with no cash component.

How are the consideration shares and notes allocated between the sellers in the Ming Shing (PMA) deal?

Hongs Smart Limited, holding 70% of the target, receives 105,000,000 Class A shares and US$252,000,000 in notes. Yapjianhuei Smart Limited, with 30%, receives 45,000,000 Class A shares and US$108,000,000 in notes, matching their respective ownership stakes.

What are the key terms of the unsecured convertible promissory notes issued by Ming Shing (PMA)?

The notes total US$360,000,000, bear no ordinary interest, have no fixed maturity, and are not subject to scheduled amortization or mandatory redemption. They are senior, unsecured, unsubordinated obligations and may only be retired by the Company with the holder’s prior written consent, except as required by law.

How do the Annual Performance Tranches work in Ming Shing’s (PMA) convertible notes?

The notes are split into three US$120,000,000 Annual Performance Tranches, each tied to a specific financial year. A tranche becomes convertible only if the Holding Company’s actual consolidated NPAT for that year reaches at least 50% of the forecast NPAT in the attached financial forecast for that year.

At what price can Ming Shing’s (PMA) notes convert into Class A shares and what is the voting limit?

Subject to performance conditions, the notes convert into Class A ordinary shares at a fixed price of US$1.00 per share, with customary anti-dilution adjustments. A conversion cannot result in the holder and its affiliates exceeding 24% of the Company’s total voting rights on a fully diluted basis.

Do underperforming years affect other Annual Performance Tranches in Ming Shing’s (PMA) note structure?

Each Annual Performance Tranche is assessed separately. If the Minimum Forecast Threshold is not met for a given Performance Year, that tranche remains outstanding but is not convertible, and later satisfaction of thresholds in subsequent years does not retroactively make earlier tranches convertible.