Ming Shing Group Holdings Ltd (PMA) insider Lam Chi Ming, a director and ten percent owner, reported several indirect transactions in Class A Ordinary Shares held in a broker account. The filing shows net sales of 200,000 shares on August 13 and 14, 2026, at prices of $1.1003 and $1.3697 per share, respectively, plus additional reported transactions involving 120,000 shares between August 17 and 21, 2026, at prices between $1.3195 and $1.7450 per share.
Ming Shing Group Holdings Ltd (PMA) discloses in this Schedule 13D/A (Amendment No. 11) that director Chi Ming (Lam) is now the beneficial owner of 8,094,865 Ordinary Shares, representing 62.4% of the company’s 12,975,000 Ordinary Shares outstanding as of March 31, 2026.
Following a June 2026 redesignation, his holdings comprise 2,094,865 Class A Ordinary Shares and 6,000,000 Class B Ordinary Shares. Each Class B share carries 100 votes versus one vote for each Class A share, and 5,400,000 of the Class B shares are pledged, while he retains voting and dividend rights so long as no enforcement event occurs.
The amendment reports open-market sales of an aggregate 320,000 Class A Ordinary Shares between August 13 and August 21, 2026, after the IPO lock-up period expired. Lam states that he may increase or decrease his stake over time, depending on Ming Shing’s condition, market factors, and other investment opportunities.
Ming Shing Group Holdings Limited (PMA) amended a prior report to clarify that it has verified the business of Meal Though Seasons HK Limited (MTHK) and that the US$510,000,000 acquisition price for Meals Through Seasons Limited is based on an independent valuation report indicating an equity value of US$515,000,000 as of June 30, 2026. The valuation report was prepared to assist the board in assessing consideration, is unaudited financials-based, and is not a fairness opinion; no fairness opinion has been obtained.
Under the August 11, 2026 stock purchase agreement, Ming Shing will acquire 100% of the Target Company, which owns MTHK, for securities only: 150,000,000 Class A ordinary shares at a contractual reference price of US$1.00 plus US$360,000,000 of unsecured, zero-coupon, no-maturity convertible notes. The notes are split into three annual performance tranches and convert into Class A shares at US$1.00 per share only if specified net profit thresholds are met and subject to a 24% voting-rights cap.
Closing is targeted on or before August 31, 2026, with a long-stop date of October 31, 2026, and is conditioned on satisfactory due diligence and Nasdaq’s non-objection to a Listing of Additional Shares notification. The company, as a foreign private issuer following Cayman Islands practice, has not sought shareholder approval. All consideration securities will be issued offshore under Regulation S, subject to transfer restrictions and a contractual lock-up on the share consideration, and the company warns that the issuance will cause significant dilution to existing shareholders and that completion is not assured.
Ming Shing Group Holdings Limited reported that Nasdaq has notified the company it no longer satisfies Nasdaq Listing Rule 5550(b), which requires either US$2.5 million in stockholders’ equity or US$35 million market value of listed securities. Based on Ming Shing’s Form 20-F, it reported net loss of US$5,763,745 and total comprehensive loss of US$5,730,751 for the fiscal years ended March 31, 2026 and 2025, respectively.
Ming Shing has 45 calendar days, until October 1, 2026, to submit a compliance plan to Nasdaq, which may grant up to a 180-day extension from August 17, 2026 if the plan is accepted. The notice has no immediate effect on the listing of the company’s shares on The Nasdaq Capital Market, and Ming Shing states it intends to submit a plan and is evaluating alternatives to regain compliance.
Ming Shing Group Holdings Limited (PMA) is a Cayman Islands holding company with all operating activities conducted through wholly owned subsidiaries in Hong Kong and a new subsidiary in Singapore. The group focuses mainly on wet trades works (plastering, tiling, brick laying, floor screeding and marble works), with smaller lines in fitting-out services and trading of wines and spirits. Class A Ordinary Shares trade on Nasdaq under the symbol PMA. As of March 31, 2026 there were 12,975,000 ordinary shares outstanding, including 6,975,000 Class A and 6,000,000 Class B shares.
The company prepares U.S. GAAP financial statements in U.S. dollars, while its functional currency is the Hong Kong dollar, using the pegged rate of US$1 = HK$7.8 for convenience translations. An explanatory paragraph in the March 31, 2026 financial statements notes substantial doubt about the company’s ability to continue as a going concern due to recurring losses and negative operating cash flows.
The report emphasizes significant legal and regulatory risks tied to operating in Hong Kong under evolving PRC-related oversight (M&A Rules, Trial Measures, cybersecurity and data rules, national security law) that could affect operations, cash transfers, future overseas offerings, and the continued U.S. listing. Management and PRC counsel currently believe the group is not subject to CSRC or CAC approval or HFCAA/PCAOB inspection issues, but acknowledge material uncertainty if regulations or their interpretation change.
Ming Shing Group Holdings Limited agreed to acquire 100% of Meals Through Seasons Limited, which owns Meal Though Seasons HK Limited, for an aggregate US$510,000,000 payable entirely in company securities, with no cash outlay. Consideration consists of 150,000,000 Class A ordinary shares valued at a contractual reference price of US$1.00 per share and US$360,000,000 in unsecured, non‑interest‑bearing, no‑maturity convertible promissory notes.
The Notes are convertible into Class A ordinary shares at US$1.00 per share and are split into three equal annual performance tranches. Each tranche becomes convertible only if net profit after tax of the target group for the corresponding forecast year meets agreed thresholds and the company issues a conversion eligibility notice. Any tranche that fails its threshold remains outstanding but is permanently non‑convertible, and conversions are further capped so the holder and affiliates do not exceed 24% of total voting rights on a fully diluted basis. The company states that issuing the Consideration Shares and any conversion shares will cause significant dilution to existing shareholders.
Closing is scheduled on or before August 31, 2026, subject to due diligence and Nasdaq Listing of Additional Shares notification without objection; either side may terminate if completion has not occurred by October 31, 2026. As a foreign private issuer following Cayman Islands practice, the company is not seeking shareholder approval. The securities will be issued offshore under Regulation S with a one‑year distribution compliance period and contractual lock‑up on share consideration, while conversion shares are not locked up. The company notes it has not obtained an independent valuation or fairness opinion, and information on the target is unaudited.
Ming Shing Group Holdings Limited, through its subsidiary PMA Nano Carbon Technology Pte. Ltd., entered into a non-binding strategic cooperation framework agreement with Meal Though Seasons HK Limited, a Hong Kong company focused on organic agricultural supply chains, agricultural bases, processing and cold-chain logistics. The parties aim to explore applications of PMA’s graphene thermal management technology within Meal Though’s operations.
Planned collaboration areas include temperature control and anti-freezing or thermal insulation in facility agriculture, low-temperature drying and deep processing of agricultural products, cold-chain constant-temperature preservation, joint product research and development, and broader market and channel cooperation. PMA will provide graphene-based products, technical solutions and design support, while Meal Though will contribute agricultural bases, greenhouses, processing centers and logistics scenarios for pilot projects and commercial testing.
The memorandum of understanding sets out only a preliminary framework. It is explicitly non-binding, creates no revenue commitments or financial obligations, and does not guarantee any future commercial, operational or financial results; any concrete business terms would require separate definitive agreements.