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 July 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): ☐
On
July 22, 2026, Ming Shing Group Holdings Limited (the “Registrant” or the “Company”) announced that it
would hold an extraordinary general meeting of the shareholders (the “Meeting”) on August 25, 2026. Shareholders of
record who hold Class A ordinary shares, par value $0.0005 per share and Class B ordinary shares, par value $0.00005 per share, of the
Company, at the close of business on July 17, 2026, will be entitled to notice of and to vote at the Meeting and any postponements or adjournments
thereof.
In
connection with the Meeting, the Company hereby furnishes the following documents:
Attached
as Exhibit 3.1 to this Report is the proposed Fourth Amended and Restated Memorandum and Articles of Association, to be voted on at the
Meeting.
Attached
as Exhibit 99.1 to this Report is the Notice of the Meeting, together with the Form of Proxy Card for use in connection with the Meeting.
EXHIBIT
INDEX
| Exhibit
No. |
|
Description |
| 3.1 |
|
Proposed Fourth Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Notice of Extraordinary General Meeting of Shareholders |
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 22, 2026 |
By: |
/s/
Zhijun Pan |
| |
Name: |
Zhijun Pan |
| |
Title: |
Chairman of the Board and
Chief Executive Officer |
Exhibit
99.1
Ming
Shing Group Holdings Limited
NOTICE
OF 2026 Extraordinary GENERAL MEETING
To
be held on August 25, 2026
Notice
is hereby given that Ming Shing Group Holdings Limited
(the “Company”), a Cayman Islands exempted company with limited liability, will hold an extraordinary general meeting
of the shareholders (the “EGM”), remotely via the following LUMI link: https://meetings.lumiconnect.com/400-318-618-465
(password: ming2026) on August 25, 2026 at 9:00AM Eastern Time, for the purpose of considering and, if thought fit, passing
the following resolutions of the Company:
RESOLUTION
1:
It
is resolved as a special resolution that subject to and conditional upon the approval by the Registrar of Companies of the Cayman Islands
(the “Registrar”), the English name of the Company be changed from “Ming Shing Group Holdings Limited” to “PMA
Graphene Technology Group Inc.”, and the dual foreign name in Chinese of the Company be changed from “明成集團控股有限公司”
to “宇航派蒙石墨烯科技集團公司” (the “Change
of Name”)
RESOLUTION
2:
It
is resolved as a special resolution that, subject to and conditional upon the approval for the Change of Name above by the shareholders
at the EGM and by the Registrar, the fourth amended and restated memorandum and articles of association of the Company (the “Amended
M&A”) be approved and adopted as the memorandum and articles of association of the Company, in substitution for and to the
exclusion of the existing third amended and restated memorandum and articles of association of the Company in its entirety with immediate
effect to reflect the Change of Name.
RESOLUTION
3:
It
is resolved as an ordinary resolution that any one or more of the directors and officers of the Company be and is hereby authorized to
do all such acts and things and execute all such documents and deliver all such documents, which are ancillary to the Change of Name
and the adoption of the Amended M&A, including but not limited to, making any relevant registrations and filings with any authorities
in accordance with the applicable laws, rules and regulations, as any of them considers necessary, desirable or expedient to give effect
to the foregoing resolutions; and the registered office provider of the Company be instructed to make all necessary filings with the
Registrar in connection with the Change of Name, the adoption of the Amended M&A and the passing of the foregoing resolutions.
RESOLUTION
4:
It
is resolved as an ordinary resolution that the EGM be adjourned to a later date or dates or sine die, if necessary, to permit further
solicitation and vote of proxies if, at the time of the EGM, there are not sufficient votes for, or otherwise in connection with, the
approval of the foregoing resolutions.
The
Board of Directors has fixed the close of business on July 17, 2026 as the record date for determining the shareholders entitled to receive
notice of and to vote at the EGM or any adjournment thereof.
By
Order of the Board of Directors,
| By: |
/s/
Zhijun Pan |
|
| Name: |
Zhijun
Pan |
|
| Title: |
Chairman
of the Board and Chief Executive Officer |
|
July 22,
2026
A
form of proxy has been included with this Notice.
NOTES:
IF
YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILL BE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON
OR SEND IN A SPECIFIC PROXY.
| 1 |
A
proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the EGM is entitled to appoint one or
more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to be
appointed proxy in the space provided, failing which the Chairperson will be appointed as your proxy. |
| 2 |
Any
standing proxy previously deposited by a shareholder with the Company will be voted in favor of the resolutions to be proposed at
the EGM unless revoked prior to the EGM or the shareholder attends the EGM in person or executes a specific proxy. |
| 3 |
A
form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM in person, you are strongly advised to
complete and sign the enclosed form of proxy in accordance with the instructions printed on it and then deposit it (together with
any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at Office
Unit B8, 27/F, NCB Innovation Centre, No. 888 Lai Chi Kok Road, Kowloon, Hong Kong or send copies of the foregoing by email to ir@ms100.com.hk,
in each case marked for the attention of Ming Shing Group Holdings Limited, not later than 48 hours before the time for the
holding of the EGM or adjourned EGM in accordance with the existing Third Amended and Restated Articles of Association of the Company.
Returning the completed form of proxy will not preclude you from attending the EGM and voting in person if you so wish. |
| 4 |
If
two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined
by the order in which the names stand on the Company’s register of members in respect of the relevant shares. |
| 5 |
A
shareholder holding more than one share entitled to attend and vote at the EGM need not cast the votes in respect of such shares
in the same way on any resolution and therefore may vote a share or some or all such shares either for or against a resolution and/or
abstain from voting a share or some or all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy
appointed under one or more instruments may vote a share or some or all of the shares in respect of which he is appointed either
for or against a resolution and/or abstain from voting. |
| 6 |
The
quorum for the EGM is one or more holders of not less than one-third of the outstanding shares which carry the right to vote at the
EGM. |
| 7 |
“Ordinary
Resolution” means a resolution passed by a simple majority of the votes cast by the shareholders as, being entitled to
do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. |
| 8 |
“Special
Resolution” means a resolution passed by a majority of at least two-thirds of the votes cast by the shareholders as, being
entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention
to propose the resolution as a special resolution has been duly given, and includes a unanimous written resolution. |
| 9 |
If
the proxy is returned without an indication as to how the proxy shall vote, the proxy will vote in favor of or against the resolutions
or may abstain at his/her discretion. |
| 10 |
This
form of proxy is for use by shareholders only. If the appointor is a corporate entity this form of proxy must either be under its
seal or under the hand of some officer or attorney duly authorized for that purpose. |
| 11 |
Any
alterations made to this form must be initialed by you. |
| 12 |
Voting
will be conducted on a poll. |
Ming
Shing Group Holdings Limited
(the
“Company”)
Proxy
Form
| I/We1 |
________________________________________________________ |
| |
|
| of |
________________________________________________________ |
| |
|
| being
a shareholder/shareholder(s) of the Company and the holder/holders of |
| |
| ___________________________________________________
(number and class of shares) |
| |
| appoint |
| |
| |
________________________________________________________ |
| |
|
| of |
________________________________________________________ |
as
my/our proxy2 or failing him/her the duly appointed chairperson of the meeting, to vote for me/us and on my/our behalf at
the 2026 extraordinary general meeting of the Company (the “EGM”) to be held remotely via the following LUMI link:
https://meetings.lumiconnect.com/400-318-618-465 (password: ming2026) on August 25, 2026 at 9:00AM Eastern Time and
at any adjournment of that meeting.
Please
indicate with a tick mark in the spaces opposite to the resolutions how you wish the proxy to vote on your behalf. In the absence of
any such indication, the proxy may vote for or against the resolutions or may abstain at his/her discretion.
| 1 |
Full
name(s) and address(es) to be inserted in block letters. |
| 2 |
Insert
name and address of the desired proxy in the spaces provided. |
| Resolutions: |
|
|
|
For |
|
Against |
|
Abstain |
| 1. |
|
It
is resolved as a special resolution that subject to and conditional upon the approval by the Registrar of Companies of the Cayman
Islands (the “Registrar”), the English name of the Company be changed from “Ming Shing Group Holdings Limited”
to “PMA Graphene Technology Group Inc.”, and the dual foreign name in Chinese of the Company be changed from “明成集團控股有限公司”
to “宇航派蒙石墨烯科技集團公司” (the “Change
of Name”) |
|
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☐ |
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| 2. |
|
It
is resolved as a special resolution that, subject to and conditional upon the approval for the Change of Name above by the shareholders
at the EGM and by the Registrar, the fourth amended and restated memorandum and articles of association of the Company (the “Amended
M&A”) be approved and adopted as the memorandum and articles of association of the Company, in substitution for and to
the exclusion of the existing third amended and restated memorandum and articles of association of the Company in its entirety with
immediate effect to reflect the Change of Name. |
|
☐ |
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☐ |
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☐ |
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| 3. |
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It
is resolved as an ordinary resolution that any one or more of the directors and officers of the Company be and is hereby authorized
to do all such acts and things and execute all such documents and deliver all such documents, which are ancillary to the Change of
Name and the adoption of the Amended M&A, including but not limited to, making any relevant registrations and filings with any
authorities in accordance with the applicable laws, rules and regulations, as any of them considers necessary, desirable or expedient
to give effect to the foregoing resolutions; and the registered office provider of the Company be instructed to make all necessary
filings with the Registrar in connection with the Change of Name, the adoption of the Amended M&A and the passing of the foregoing
resolutions. |
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| 4. |
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It
is resolved as an ordinary resolution that the EGM be adjourned to a later date or dates or sine die, if necessary, to permit further
solicitation and vote of proxies if, at the time of the EGM, there are not sufficient votes for, or otherwise in connection with,
the approval of the foregoing resolutions. |
|
☐ |
|
☐ |
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☐ |
Dated:
| Executed
by: |
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Signature
of shareholder
Name
of Authorized Officer/Attorney:3 |
|
| 3 |
To
be completed if the shareholder is a corporation – please insert name of authorized officer/attorney signing on behalf of the
corporate shareholder. |
