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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.