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Ming Shing Group Holdings Limited has agreed to acquire PMA Nano Carbon Tech Limited for an aggregate consideration of US$110,000,000, paying entirely in unsecured convertible promissory notes. The target ultimately owns PMA Singapore, which focuses on graphene-based thermal management technologies for applications including consumer electronics, healthcare products, new energy vehicles, smart wearables and other high-performance devices.
The notes will be issued in three tranches to the sellers and can be converted into Ming Shing ordinary shares at US$0.99 per share, subject to a 9.99% beneficial ownership cap per holder. Closing of the acquisition, execution of the note purchase agreement and issuance of the notes are subject to conditions, including Nasdaq approval, and the company cautions there is no assurance the transaction will close despite its expectation to complete it within about one month of signing.
Ming Shing Group Holdings Limited has called an extraordinary general meeting on June 16, 2026, to seek shareholder approval for a major share capital and governance overhaul. The board proposes increasing authorized share capital from USD50,000 (100,000,000 ordinary shares) to USD25,000,000 (50,000,000,000 ordinary shares) at USD0.0005 par value each.
The company also proposes creating a dual-class structure with 40,000,000,000 Class A ordinary shares carrying one vote per share and 10,000,000,000 Class B ordinary shares carrying one hundred votes per share. All issued ordinary shares except 6,000,000 held by Chi Ming Lam would become Class A, while those 6,000,000 would become Class B, with each Class B share convertible into one Class A share at the holder’s option. A new third amended and restated memorandum and articles of association would be adopted to reflect these changes and authorize directors and officers to implement the reorganization.
Ming Shing Group Holdings Ltd director Zhao Tianhang filed an initial ownership report on Form 3 for the company’s shares. This filing establishes his status as an insider under SEC rules but does not report any share purchases, sales, or other transactions at this time.
Ming Shing Group Holdings Ltd director Sun Wan-Jung has filed an initial Form 3, which is the first insider ownership report required for company insiders. This filing does not list any buy, sell, or other share transactions, and no derivative positions are reported.
Ming Shing Group Holdings Ltd director Qiao Qiuxian filed an initial Form 3, which is a required statement of beneficial ownership for insiders. The filing does not report any equity or derivative transactions and shows no derivative positions, serving mainly as a baseline disclosure of insider status.
Ming Shing Group Holdings Ltd director Yan Han has filed an initial ownership report on Form 3 with respect to MSW. This filing establishes Yan Han’s status as an insider of the company. The data provided does not show any buy, sell, or other insider transactions.
Ming Shing Group Holdings Limited reported a sharp downturn for the six months ended September 30, 2025. Revenue fell 51.6% to US$8,431,393 from US$17,408,116 a year earlier, driven by completion of most contract works by March 31, 2025. The company swung from gross profit of US$2,398,855 to a gross loss of US$2,769,960, mainly due to additional variation-order work still under negotiation and cost overruns from delayed site instructions. Net income of US$984,549 turned into a net loss and total comprehensive expense of US$3,604,538. The balance sheet weakened, with total assets dropping to US$7,778,286 and shareholders’ equity moving to a deficit of US$(2,620,559), while bank and other borrowings remained high at US$7,332,066. Despite losses, operating activities generated US$670,596 in cash, and cash and cash equivalents increased to US$590,918.
Ming Shing Group Holdings Ltd director Lam Chi Ming has filed an initial ownership report on Form 3. The filing shows he directly holds 8,414,865 Ordinary Shares. A footnote explains that 5,400,000 of these shares are pledged as collateral for a $1.6 million loan under a Secured Promissory Note and Stock Pledge Agreement dated October 30, 2025. The pledge could lead to a change of control if the lender enforces rights over the pledged shares following a default. Lam Chi Ming retains voting and dividend rights on the pledged shares as long as no enforcement event occurs and his actions do not reduce the collateral’s value.
Ming Shing Group Holdings Ltd filed a Form 3 for Chief Financial Officer Yiu To Wa, formally registering this executive as an insider of the company. The filing reports no insider transactions or derivative positions at this time.
Ming Shing Group Holdings Ltd director and officer Li Wenjin, who serves as Chairman & CEO, has filed an initial insider ownership report on Form 3. This filing identifies Li Wenjin as a reporting insider but shows no share transactions, derivative positions, or other holdings in the provided data.