[6-K/A] Ming Shing Group Holdings Limited Amended Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Central Plains Bancshares, Inc. (CPBI) will hold its 2025 Annual Meeting on 26 Aug 2025 in Grand Island, NE. Shareholders of record on 11 Jul 2025 may vote.

The agenda is limited to: (1) electing directors William D. Oltean and Tamara L. Slater for three-year terms and (2) ratifying Plante & Moran, PLLC as auditor for FY 2026. The Board recommends voting “FOR” both items.

Shares outstanding: 4,222,978. >5% holders: ESOP/401(k) trust and Stilwell Activist Fund, each at ~8.6%. Directors & officers as a group also own 8.6%.

Governance highlights: 6 of 7 directors are independent; two audit-committee financial experts; clearly defined board committees and annual performance reviews. No Section 16 filing issues or material related-party transactions disclosed.

Compensation: FY 2025 equity grants lifted total pay—Chairman Kunzman $1.06 m, EVP/CLO Haecker $727k, EVP/COO Harris $675k. Each non-employee director received ~$230k in stock/option value plus $19-21k cash fees.

Audit fees dropped to $185k (vs. $446k FY 2024) as prior-year costs included offering-related work. No other audit-related, tax or consulting fees were paid.

Positive

• Majority-independent board with two audit-committee financial experts, supporting strong oversight.
• Audit fees fell 59% YoY to $185k as offering-related costs rolled off.

Negative

• Executive compensation spiked—Chairman Kunzman earned $1.06 m after new equity awards.
• Concentrated ownership: ESOP trust and Stilwell Activist Fund each hold 8.6%, potentially influencing governance.

Insights

Corporate Governance Analyst

TL;DR: Routine proxy; solid independence, higher exec pay, no controversial items.

The filing is primarily procedural. Board structure meets Nasdaq standards with only one non-independent director and two audit-committee financial experts, reducing governance risk. Concentrated ownership in the ESOP and an activist hedge fund is notable but not alarming at sub-10% levels. Compensation surged after the 2024 Equity Incentive Plan grants; investors may monitor alignment between future performance and sizable equity awards. Overall impact on valuation is neutral; proposals are unlikely to face opposition.

Portfolio Manager

TL;DR: No market-moving items; watch dilution and activist stake.

The DEF 14A contains no capital allocation or strategy changes. The equity grants use existing plan shares, so dilution risk is already baked in. Audit-fee reduction removes a prior nonrecurring expense, modestly improving cost optics. Stilwell’s 8.6% position signals ongoing activist interest; however, without a proxy contest it merely adds background pressure. From a portfolio perspective, the meeting is a formality and does not alter the investment thesis.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K/A

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025

Commission File Number: 001-42418

Ming Shing Group Holdings Limited

(Registrant’s Name)

Office Unit B8, 27/F

NCB Innovation Centre

No. 888 Lai Chi Kok Road

Kowloon, Hong Kong, 00000

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Explanatory Note

This Amendment No. 1 (this “Amendment No. 1”) to the report on Form 6-K originally furnished with the U.S. Securities and Exchange on April 11, 2025, Accession No. 0001641172-25-003751 (the “Initial Report”), is being filed in order to correct an inadvertent typo in the first paragraph of the 6-K thereto relating to the name of the Company’s auditor, effective April 11, 2025. Except as set forth herein, there are no other changes to the Initial Report.

When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Ming Shing,” “we,” “us” and “our” refer to Ming Shing Group Holdings Limited and its subsidiaries.

Change in Registrant’s Certifying Accountant

On April 11, 2025, the audit committee (the “Audit Committee”) of the board of directors (the “Board”) of Ming Shing dismissed ZH CPA, LLC (“ZH CPA”) as its independent registered public accounting firm, effective immediately. ZH CPA had served as the Company’s independent registered public accounting firm since August 8, 2022. On April 11, 2025, the Audit Committee approved the appointment of SRCO Professional Corporation Chartered Professional Accountants (“SRCO”) as Ming Shing’s independent registered public accounting firm, effective immediately. The services previously provided by ZH CPA will be provided by SRCO, effective as of April 11, 2025.

The reports of ZH CPA on the financial statements of Ming Shing for the years ended March 31, 2024 and 2023 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, during the years ended March 31, 2024 and 2023, through April 11, 2025, there were no disagreements with ZH CPA on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to the satisfaction of ZH CPA, would have caused ZH CPA to make reference to the subject matter of the disagreement in connection with its reports on Ming Shing’s financial statements for such periods.

There were no reportable events (as that term is described in Item 16F(a)(1)(v) of Form 20-F) during the two years ended March 31, 2024 and 2023 and through April 11, 2025.

Ming Shing provided ZH CPA with a copy of the forgoing disclosure and requested ZH CPA to furnish Ming Shing with a letter addressed to the Securities and Exchange Commission stating whether or not ZH CPA agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of ZH CPA’s letter, dated April 11, 2025, is filed as Exhibit 99.1 to this Form 6-K.

During the years ended March 31, 2024 and 2023 and through April 11, 2025, neither Ming Shing nor anyone acting on Ming Shing’s behalf, consulted SRCO with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Ming Shing’s consolidated financial statements, and neither a written report was provided to Ming Shing nor oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by Ming Shing in reaching a decision as to the accounting, auditing or financial reporting issue; nor (ii) any matter that was either the subject of a disagreement as defined in Item 16F(a)(1)(iv) of Form 20-F or a reportable event as described in Item 16F(a)(1)(v) of Form 20-F.

Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Letter from ZH CPA, LLC dated April 11, 2025 (incorporated by reference to Exhibit 99.1 to the Form 6-K (File No. 001-42418) as furnished to the U.S. Securities and Exchange Commission on April 11, 2025).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Ming Shing Group Holdings Limited
Date: July 25, 2025	By:	/s/ Wenjin Li
	Name:	Wenjin Li
	Title:	Chairman of the Board and Chief Executive Officer

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FAQ

When is Central Plains Bancshares' 2025 Annual Meeting?

The meeting is scheduled for August 26, 2025 at 3:00 p.m. CT in Grand Island, Nebraska.

What proposals are CPBI shareholders voting on?

Shareholders will vote on electing two directors and ratifying Plante & Moran as auditor for FY 2026.

Who are the 5%+ owners of CPBI stock?

The ESOP/401(k) trust and Stilwell Activist Fund each hold about 8.6% of the 4.22 m shares outstanding.

How much did CPBI's top executives earn in FY 2025?

Chairman Kunzman earned $1.06 m; EVP/CLO Haecker $727k; EVP/COO Harris $675k, driven by equity grants.

Did audit fees change year over year?

Yes. Audit fees dropped to $185k from $446k in FY 2024, as prior-year costs included offering work.

Is the CPBI board considered independent?

Yes; six of seven directors are independent under Nasdaq rules.