STOCK TITAN

Ming Shing Group (MSW) restructures 8,414,865 insider Ordinary Shares

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ming Shing Group Holdings Ltd director and ten percent owner Lam Chi Ming reported a share restructuring on 2026-06-16. His 8,414,865 Ordinary Shares were disposed of and simultaneously reclassified into Class A Ordinary Shares and Class B Ordinary Shares pursuant to a shareholder-approved transaction exempt under Rule 16b-7.

After the reclassification, he held 2,414,965 Class A Ordinary Shares (1,407,000 directly and 1,007,865 in a broker account) and 6,000,000 Class B Ordinary Shares directly. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at the holder’s option without additional payment and has no expiration date. All transactions were reported at a price per share of $0.00, reflecting a non-cash internal reclassification rather than open-market trading.

Positive

  • None.

Negative

  • None.
Insider Lam Chi Ming
Role Director, 10% Owner
Type Security Shares Price Value
Other Class B Ordinary Shares F1, F2 6,000,000 $0.00 $0.00
Other Ordinary Shares F1, F2 8,414,865 $0.00 $0.00
Other Class A Ordinary Shares F1, F2 1,407,000 $0.00 $0.00
Other Class A Ordinary Shares F1, F2 1,007,865 $0.00 $0.00
Holdings After Transaction: Class B Ordinary Shares — 6,000,000 shares (Direct); Ordinary Shares — 0 shares (Direct); Class A Ordinary Shares — 1,407,000 shares (Direct); Class A Ordinary Shares — 1,007,865 shares (Indirect, Held in individual account with broker)
Footnotes (2)
  1. F1. Pursuant to a reclassification exempt under Rule 16b-7 and approved by the shareholders of the Issuer, all issued Ordinary Shares were redesignated and reclassified into Class A Ordinary Shares on a one-for-one basis (except for 6,000,000 issued Ordinary Shares held by the Reporting Person which were redesignated and reclassified into Class B Ordinary Shares on a one-for-one basis). Each Class B Ordinary Share is convertible into one Class A Ordinary Share at the option of the holder, without the payment of any additional sum and has no expiration date.
  2. F2. The Reporting Person's 8,414,865 Ordinary Shares were reclassified as follows: (i) An aggregate of 2,414,965 Ordinary Shares held by the Reporting Person were reclassified as 2,414,965 Class A Ordinary Shares of which (i) 1,407,000 Class A Ordinary Shares are held directly by the Reporting Person and (ii) 1,007,865 Class A Ordinary Shares are held in the Reporting Person's broker account; and (ii) 6,000,000 Ordinary Shares held by the Reporting Person were reclassified as 6,000,000 Class B Ordinary Shares held directly by the Reporting Person.
Ordinary Shares reclassified 8,414,865 shares Total Ordinary Shares of Lam Chi Ming reclassified on 2026-06-16
Class A Ordinary Shares after reclass. 2,414,965 shares Total Class A Ordinary Shares held by Lam Chi Ming after reclassification
Class A direct holdings 1,407,000 shares Class A Ordinary Shares held directly by Lam Chi Ming
Class A via broker account 1,007,865 shares Class A Ordinary Shares held in Lam Chi Ming’s individual broker account
Class B Ordinary Shares 6,000,000 shares Class B Ordinary Shares held directly; each convertible into one Class A Ordinary Share
Conversion ratio 1 Class B for 1 Class A Each Class B Ordinary Share is convertible into one Class A Ordinary Share without payment and no expiration
Rule 16b-7 regulatory
"Pursuant to a reclassification exempt under Rule 16b-7 and approved by the shareholders"
A U.S. Securities and Exchange Commission safe-harbor rule that shields corporate insiders (officers, directors and large shareholders) from automatic short-swing profit claims when they buy or sell their company’s stock under a pre-approved, written plan that follows specific timing and nondiscretionary rules. For investors, the rule matters because it distinguishes routine, formula-driven insider transactions from opportunistic trades that could trigger automatic profit recoveries—think of it as an approved autopilot for insider trading that reduces legal uncertainty when the plan’s conditions are met.
reclassified regulatory
"all issued Ordinary Shares were redesignated and reclassified into Class A Ordinary Shares"
Class B Ordinary Shares financial
"6,000,000 Ordinary Shares held by the Reporting Person were reclassified as 6,000,000 Class B Ordinary Shares"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
convertible financial
"Each Class B Ordinary Share is convertible into one Class A Ordinary Share at the option of the holder"
A convertible is a type of investment that starts as a loan or preferred stake (like a bond or preferred share) but can be exchanged for common shares of the company at a set price or under certain conditions. It matters to investors because it offers a mix of steady income and downside protection like a loan, plus the upside of stock ownership if the company does well—similar to holding a coupon that you can trade for a full ticket if the event becomes valuable.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Lam Chi Ming report in his Form 4 for MSW?

Lam Chi Ming reported a reclassification of 8,414,865 Ordinary Shares into Class A and Class B Ordinary Shares. The change was a shareholder-approved restructuring exempt under Rule 16b-7, not an open-market purchase or sale, with all transactions recorded at $0.00 per share.

How many Class A Ordinary Shares of MSW does Lam Chi Ming hold after the reclassification?

Following the restructuring, Lam Chi Ming holds 2,414,965 Class A Ordinary Shares. Of these, 1,407,000 shares are held directly in his name and 1,007,865 shares are held indirectly in an individual brokerage account, as described in the Form 4 footnotes.

What Class B Ordinary Shares of MSW does Lam Chi Ming own and what are their rights?

Lam Chi Ming holds 6,000,000 Class B Ordinary Shares directly. Each Class B Ordinary Share is convertible into one Class A Ordinary Share at the holder’s option, requires no additional payment to convert, and has no expiration date, according to the disclosure.

Did the MSW Form 4 report market purchases or sales by Lam Chi Ming?

No market purchases or sales were reported. The Form 4 shows J-code transactions at $0.00 per share, reflecting an internal reclassification of existing holdings into Class A and Class B Ordinary Shares under a Rule 16b-7-exempt recapitalization approved by shareholders.

How were Lam Chi Ming’s 8,414,865 MSW Ordinary Shares split between new classes?

His 8,414,865 Ordinary Shares were reclassified into 2,414,965 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares. The Class A Shares are partly direct and partly via a broker account, while all Class B Shares are held directly, as detailed in the footnotes.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lam Chi Ming

(Last)(First)(Middle)
OFFICE UNIT B8, 27/F NCB INNOVATION
CENTRE NO. 888 LAI CHI KOK ROAD

(Street)
KOWLOON00000

(City)(State)(Zip)

HONG KONG

(Country)
2. Issuer Name and Ticker or Trading Symbol
Ming Shing Group Holdings Ltd [ MSW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Ordinary Shares06/16/2026J(1)(2)8,414,865D$0(1)0D
Class A Ordinary Shares06/16/2026J(1)(2)1,407,000A$0(1)1,407,000D
Class A Ordinary Shares06/16/2026J(1)(2)1,007,865A$0(1)1,007,865IHeld in individual account with broker
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares(1)(2)06/16/2026J(1)(2)6,000,000 (1) (1)Class A Ordinary Shares6,000,000$0(1)6,000,000D
Explanation of Responses:
1. Pursuant to a reclassification exempt under Rule 16b-7 and approved by the shareholders of the Issuer, all issued Ordinary Shares were redesignated and reclassified into Class A Ordinary Shares on a one-for-one basis (except for 6,000,000 issued Ordinary Shares held by the Reporting Person which were redesignated and reclassified into Class B Ordinary Shares on a one-for-one basis). Each Class B Ordinary Share is convertible into one Class A Ordinary Share at the option of the holder, without the payment of any additional sum and has no expiration date.
2. The Reporting Person's 8,414,865 Ordinary Shares were reclassified as follows: (i) An aggregate of 2,414,965 Ordinary Shares held by the Reporting Person were reclassified as 2,414,965 Class A Ordinary Shares of which (i) 1,407,000 Class A Ordinary Shares are held directly by the Reporting Person and (ii) 1,007,865 Class A Ordinary Shares are held in the Reporting Person's broker account; and (ii) 6,000,000 Ordinary Shares held by the Reporting Person were reclassified as 6,000,000 Class B Ordinary Shares held directly by the Reporting Person.
Lam Chi Ming07/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)