Ming Shing (NASDAQ: MSW) to follow Cayman rules on key governance

Rhea-AI Filing Summary

Ming Shing Group Holdings Limited, a Cayman Islands company listed on Nasdaq, has elected to rely on Nasdaq’s home country practice exemption for several corporate governance rules. As a foreign private issuer, it will follow Cayman Islands law instead of Nasdaq Marketplace Rules 5635(a), 5635(b), 5635(c), and 5635(d), which otherwise require shareholder approval for certain share issuances, acquisitions, changes of control, and equity-based compensation. The company will also rely on home country practice instead of Nasdaq Rule 5620(a), which requires an annual shareholder meeting within one year of fiscal year-end. Cayman counsel has certified that these approvals and an annual meeting are not required under Cayman law, and the company states that, apart from these areas, its governance practices are not significantly different from those of domestic U.S. companies.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 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

(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): ☐

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.

Application of Home Country Practice Rules

The current report on Form 6-K is being filed to disclose the Company has now elected to rely on the home country rule exemption under Nasdaq Listing Rule 5615(a)(3) to the following matters.

As a company incorporated in the Cayman Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing standards. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private Issuer may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, we elected to be exempt from the requirements as follows:

	(i)	Nasdaq Marketplace Rule 5635(a) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company in connection with the acquisition of the stock or assets of another company;
	(ii)	Nasdaq Marketplace Rule 5635(b) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company that will result in a change of control of the company;
	(iii)	Nasdaq Marketplace Rule 5635(c) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities of the Company in connection with equity-based compensation of officers, directors, employees or consultants;
	(iv)	Nasdaq Marketplace Rule 5635(d) which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities, other than in a public offering, equal to 20% or more of the voting power outstanding at a price that is less than the minimum price defined therein; and
	(v)	Nasdaq Marketplace Rule 5620(a) which provides that (with certain exceptions not relevant to the conclusions expressed herein) each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the company’s fiscal year-end.

Ogier, our Cayman Islands counsel, has provided a letter to the Nasdaq Stock Market certifying that under Cayman Islands law, we are not required to comply with above-mentioned requirements.

Except for the foregoing, there is no significant difference between our corporate governance practices and what the Nasdaq requires of domestic U.S. companies.

EXHIBIT INDEX

Exhibit Number		Description
99.1		Home Country Exemption Letter

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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: September 8, 2025	By:	/s/ Wenjin Li
	Name:	Wenjin Li
	Title:	Chairman of the Board and Chief Executive Officer

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FAQ

What did Ming Shing Group Holdings (MSW) disclose in this 6-K filing?

Ming Shing Group Holdings disclosed that, as a foreign private issuer, it has chosen to follow Cayman Islands corporate governance practices instead of certain Nasdaq rules that require shareholder approval for specific share issuances and an annual shareholder meeting.

Which Nasdaq shareholder approval rules will Ming Shing follow Cayman practice instead of?

The company elected to rely on Cayman practice instead of Nasdaq Marketplace Rules 5635(a), 5635(b), 5635(c), and 5635(d), which govern when shareholder approval is required for acquisitions, changes of control, equity-based compensation, and certain large, non-public share issuances.

How does this affect Ming Shing’s requirement to hold an annual shareholder meeting?

Ming Shing will follow Cayman Islands practice instead of Nasdaq Marketplace Rule 5620(a), which otherwise requires a listed company to hold an annual meeting of shareholders no later than one year after its fiscal year-end.

Did Ming Shing obtain legal confirmation to use the home country exemption?

Yes. The company’s Cayman Islands counsel, Ogier, provided a letter to Nasdaq certifying that under Cayman law the company is not required to comply with the Nasdaq rules it is opting out of.

Are Ming Shing’s other corporate governance practices similar to U.S. companies?

The company states that, aside from the specific Nasdaq rules for which it is using the home country exemption, there is no significant difference between its corporate governance practices and those required of domestic U.S. companies.

Why can Ming Shing follow home country practices on Nasdaq?

Because Ming Shing is a foreign private issuer incorporated in the Cayman Islands, Nasdaq Listing Rule 5615(a)(3) allows it to follow home country corporate governance practices instead of certain Nasdaq rules, provided it properly certifies this choice.