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 May 2026
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 Chairman, Chief Executive Officer and Director, Re-designation of Chief Executive Officer and Appointment of Chairman of the Board
and Director
Resignation
of Chairman, Chief Executive Officer and Director
On
May 27, 2026, Mr. Weijin Li (“Mr. Li”) has resigned from his positions as Chairman of the Board, Chief Executive Officer
and Director of Ming Shing Group Holdings Limited (the “Company”), effective May 27, 2026. Mr. Li indicated that his
resignation is for personal reasons and not due to any disagreement with the Company.
Re-designation
of Chief Executive Officer
Following
Mr. Li’s resignation, on the same date, the Board has approved the re-designation of Mr. Han Yan as Chief Executive Officer of
the Company, effective May 27, 2026.
Appointment
of Chairman of the Board and Director
On
the same date, the Board approved the appointment of Mr. Zhijun PAN (“Mr. Pan”), age 52, as Chairman of the Board and Director
of the Company, effective May 27, 2026. Mr. Pan accepted the position. Mr. Pan does not have any “family relationship”
as defined in Item 401 of Regulation S-K. There is no arrangement or understanding, pursuant to which Mr. Pan was appointed as director
of the Company. Mr. Pan is not related to any existing officer or director of the Company. There are also no transactions or relationships
between or among Mr. Pan with the Company that would be required to be reported under Item 404(a) of Regulation S-K.
The
biographical information of Mr. Pan is set forth below.
Mr.
Zhijun Pan, age 52, has over 17 years of experience in business management. Since 2008, Mr. Pan has been the chairman and president of
Anhui Yuhang Paimeng Health Technology Co., Ltd.. Since May 2026, Mr. Pan has been a director of PMA Nano Carbon Technology Pte
Ltd. Mr. Pan obtained an executive master of business administration from Nanjing University and an executive master of business administration
from Cheung Kong Graduate School of Business.
In
connection with Mr. Pan’s appointment as Chairman of the Board and Director of the Company, the Company and Mr. Pan entered into
a director agreement and indemnification agreement. Mr. Pan will receive monthly compensation of US$1,280 for his service as Chairman
of the Board and Director. The agreement imposes certain duties and customary confidentiality obligations on Mr. Pan customary for the
agreements of this nature. Mr. Pan 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.
As
previously announced, Ming Shing has entered into a stock purchase agreement for the proposed 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. PMA Nano
Carbon Tech Limited holds the entire issued share capital of PMA Nano Carbon Technology Pte. Ltd., a private company limited by shares
incorporated under the laws of Singapore. The proposed acquisition remains subject to certain conditions, and there can be no assurance
that the transaction will be completed or completed within the expected timeframe.
The
Company believes that Mr. Pan’s business management experience and familiarity with PMA Nano Carbon Technology Pte. Ltd. will support
the Company’s strategic development following the proposed acquisition. The Company expects that Mr. Pan, as Chairman of the Board,
will provide leadership and strategic guidance as the Company continues to pursue its business development initiatives and long-term
growth objectives.
Financial
Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Director Agreement and Indemnification Agreement between Ming Shing Group Holdings Limited and its director, Zhijun Pan |
| 99.1 |
|
Press
Release dated May 27, 2026 –Ming Shing Group Holdings Limited Announces Board Leadership Changes and Appointment of
Mr. Zhijun Pan as Chairman of the Board |
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:
May 27, 2026 |
By: |
/s/
Zhijun Pan |
| |
Name:
|
Zhijun
Pan |
| |
Title: |
Chairman
of the Board and Director |
Exhibit
99.1
Ming
Shing Group Holdings Limited Announces Board Leadership Changes and Appointment of Mr. Zhijun Pan as Chairman of the Board
Hong
Kong, May 27, 2026 – Ming Shing Group Holdings Limited (the “Company” or “Ming Shing”) (NASDAQ:
MSW), a Hong Kong-based company mainly engaged in wet trades works, today announced certain changes to its board of directors and senior
management.
The
Company announced that Mr. Weijin Li has resigned from his positions as Chairman of the Board, Chief Executive Officer and Director of
the Company, effective May 27, 2026. Mr. Li indicated that his resignation was for personal reasons and was not due to any disagreement
with the Company. The Board expresses its sincere appreciation to Mr. Li for his leadership, service and contribution to the Company
during his tenure.
Following
Mr. Li’s resignation, the Board has approved the re-designation of Mr. Han Yan as Chief Executive Officer of the Company, effective
May 27, 2026.
The
Board has also approved the appointment of Mr. Zhijun Pan as Chairman of the Board and Director of the Company, effective May 27,
2026. Mr. Pan has over 17 years of experience in business management. Since 2008, Mr. Pan has served as the chairman and president of
Anhui Yuhang Paimeng Health Technology Co., Ltd. Since May 2026, Mr. Pan has also served as a director of PMA Nano Carbon Technology
Pte. Ltd., a company within the PMA group referred to in the Company’s recently announced proposed acquisition transaction. Mr.
Pan obtained an executive master of business administration from Nanjing University and an executive master of business administration
from Cheung Kong Graduate School of Business.
As
previously announced, Ming Shing has entered into a stock purchase agreement for the proposed 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. PMA Nano
Carbon Tech Limited holds the entire issued share capital of PMA Nano Carbon Technology Pte. Ltd., a private company limited by shares
incorporated under the laws of Singapore. The proposed acquisition remains subject to certain conditions, and there can be no assurance
that the transaction will be completed or completed within the expected timeframe.
The
Company believes that Mr. Pan’s business management experience and familiarity with PMA Nano Carbon Technology Pte. Ltd. will support
the Company’s strategic development following the proposed acquisition. The Company expects that Mr. Pan, as Chairman of the Board,
will provide leadership and strategic guidance as the Company continues to pursue its business development initiatives and long-term
growth objectives.
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. For more information, please visit the Company’s website: https://ir.ms100.com.hk.
Forward-Looking
Statements
Certain
statements in this press release 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 identify many, but not all, of these statements
by the use of words such as “believe,” “expect,” “intend,” “plan,” “may,”
“will,” “would,” “should,” “potential,” “continue,” “seek,” “anticipate,”
“estimate” or similar expressions.
Forward-looking
statements in this press release include, without limitation, statements regarding the proposed acquisition of PMA Nano Carbon Tech Limited,
the expected benefits of the appointment of Mr. Pan as Chairman of the Board and Director, the Company’s strategic development,
and the Company’s long-term growth objectives. The Company undertakes no obligation to update or revise publicly any forward-looking
statements to reflect subsequent 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 investors that
such expectations will prove to be correct. Actual results may differ materially from those anticipated in such forward-looking statements
as a result of various factors, including those described in the Company’s registration statements, annual reports and other filings
with the U.S. Securities and Exchange Commission.
For
more information, please contact:
Ming
Shing Group Holdings Limited
Investor Relations Department
Email: ir@ms100.com.hk
