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 November 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.
Resignation
of Director and Appointment of Director
Resignation
of Director
On
November 6, 2025, Mr. Yu YUAN (“Mr. Yuan”) resigned as an independent director, chairman of the nominating
and corporate governance committee, member of the audit committee and member of the compensation committee of Ming Shing Group Holdings
Limited (the “Company”). Mr. Yuan has indicated his resignation is for personal reasons and not due to any disagreement
with the Company.
Appointment
of Director
On
November 6, 2025, the board of directors of the Company (the “Board”) approved the appointment of Ms. Wan-Jung
SUN, age 39, as an independent non-executive director of the Company, effective November 6, 2025. Ms. Sun accepted the position.
Pursuant to the director agreement between Ms. Sun and the Company, Mr. Sun shall hold such office until the director’s earlier
death, disqualification, resignation or removal from office in accordance with the director agreement, the second amended and restated
memorandum and the second amended and restated articles of association of the Company, or any applicable laws, rules, or regulations.
Ms. Sun will also serve as chairman of the nominating and corporate governance committee, member of the audit committee and member of
the compensation committee of the Company.
The
Board assessed the independence of Ms. Sun under the Company’s corporate governance guidelines and the independence standards under
the rules of the Nasdaq Stock Market LLC (the “Nasdaq”) and has determined that Ms. Sun is independent.
Ms.
Sun does not have any “family relationship” as defined in Item 401 of Regulation S-K. There is no arrangement or understanding,
pursuant to which Ms. Sun was appointed as director of the Company. Ms. Sun is not related to any existing officer or director of the
Company. There are also no transactions or relationships between or among Ms. Sun with the Company that would be required to be reported
under Item 404(a) of Regulation S-K.
The
biographical information of Ms. Sun is set forth below.
Ms.
Wan-Jung Sun, age 39, has over 10 years of experience in business administration. Ms. Sun has been an assistant to the chief operating
officer of Ruiying Japan Co., Ltd. Since July 2023. From July 2016 to June 2023, Ms. Sun was a senior manager of Imperial Pacific International
(CNMI), LLC. From August 2014 to June 2016, Ms. Sun was an assistant to the President of Imperial Pacific International Holdings Ltd.
From October 2010 to June 2014, Ms. Sun was a manager of Centaline Property Agency Ltd. Ms. Sun obtained a Bachelor of Science from the
Chihlee Institute of Technology in 2015.
In
connection with Ms. Sun’s appointment as an independent non-executive director, the Company and Ms. Sun entered into an independent
director agreement and indemnification agreement. Ms. Sun will receive monthly compensation of US$1,280 for her membership on
the Board. The agreement imposes certain duties and customary confidentiality obligations on Ms. Sun customary for the agreements of
this nature. Ms. Sun is also expected to abide by and follow the Company’s code of business conduct and ethics. The foregoing description
is merely a summary of the agreement and therefore does not purport to be complete and the director and indemnification agreement is
qualified in its entirety by reference to the complete text of the agreement, which is filed hereto as Exhibit 10.1.
Financial
Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Independent Director Agreement and Indemnification Agreement between Ming Shing Group Holdings Limited and its director, Wan-Jung Sun |
| 99.1 |
|
Press
Release dated November 6, 2025 - Ming Shing Group Holdings Limited Announces Departure of Director and Addition to Board of
Directors |
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:
November 6, 2025 |
By: |
/s/
Wenjin Li |
| |
Name:
|
Wenjin
Li |
| |
Title: |
Chairman
of the Board and Chief Executive Officer |
