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1、F-1 1 formf-1.htm As filed with the U.S.Securities and Exchange Commission on June 23,2023.Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 Form F-1 REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933 Ming Shing Group Holdings Limited(Exact Name of Registran

2、t as Specified in its Charter)Cayman Islands 1700 Not Applicable(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.EmployerIdentification No.)Ming Shing Group Holdings Limited8/F,Cheong Tai Factory Building16 Tai Yau StreetSan P

3、o Kong,KowloonHong Kong+852 2370 3788(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168Phone:+1(800)221-0102(Name,address,including zip code,and telephone number,including

4、 area code,of agent for service)With a Copy to:Daniel D.NauthNauth LPC217 Queen Street W,Toronto,ONM5H 1P4Canada+1(416)477-6031 Fang Liu,Esq.VCL Law LLP1945 Old Gallows Road,Suite 630Vienna,VA 22182United States+1(301)760-7393 Approximate date of commencement of proposed sale to the public:As soon a

5、s practicable after the effective date of this registration statement.If any of the securities being registered on this Prospectus are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additi

6、onal securities for an offering pursuant to Rule 462(b)under the Securities Act,check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462

7、(c)under the Securities Act,check the following box and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box

8、and list the Securities Act registration statement number of the earlier effectiveregistration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growt

9、h company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of the Securities Act

10、.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its e

11、ffective date until the Registrant shall file a further amendment whichspecifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act or until the Registration Statement shall become effectiveon such date as the Securities

12、and Exchange Commission,acting pursuant to said Section 8(a),may determine.The information in this prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with the Securities and Exchange Commission iseffective.This prospectus is not an o

13、ffer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.The information in this prospectus is not complete and may be changed.We may not sell these securities until the registration statement filed with the

14、Securities and Exchange Commission iseffective.This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED JUNE 23,2023,3,750,000 Ord

15、inary Shares Ming Shing Group Holdings Limited This is an initial public offering(the“Offering”)of 3,750,000 of Ming Shing Group Holdings Limiteds Ordinary Shares,par value US$0.0005(“Ordinary Shares”).Ming Shing Group Holdings Limited isoffering 3,750,000 Ordinary Shares,par value US$0.0005 to be s

16、old in this Offering to be sold on a firm commitment basis by our underwriters,in this Offering.The initial public offering price will be$4.00per Ordinary Share.Prior to this Offering,there has been no public market currently for our Ordinary Shares.We intend to apply to list our Shares on the Nasda

17、q Capital Market,or Nasdaq,under the symbol“”At this time,Nasdaq has not yet approved our application to list our Shares.The closing of the Offering is conditioned upon Nasdaqs final approval of our listing application,and there is no guaranteeor assurance that our Shares will be approved for listin

18、g on Nasdaq.Investors are cautioned that they are not buying shares of the operating company based in Hong Kong but instead are buying shares of a shell company that the issuer incorporated in theCayman Islands that operates through its subsidiaries in Hong Kong,which involves unique risks to invest

19、ors.Unless otherwise stated,as used in this prospectus,the terms“we,”“us,”“our Company,”and the“Company”refer to Ming Shing Group Holdings Limited,an exempted company with limited liabilityincorporated under the laws of Cayman Islands with no material operations.We conduct all of our operations thro

20、ugh our two subsidiaries,MS(HK)Engineering Limited and MS Engineering Co.,Limited,established under the laws of the Hong Kong Special Administrative Region(“Hong Kong SAR”or“Hong Kong”).We are,and will continue to be,a“controlled company”as defined under Rule 5615(c)(1)of the Nasdaq Stock Market Rul

21、es.Mr.Chi Ming Lam,our Chairman and Chief Executive Officer,will beneficiallyown approximately 75%of our then-issued and outstanding Ordinary Shares and will be able to exercise approximately 75%of the total voting power of our issued and outstanding Ordinary Sharesimmediately after the consummation

22、 of this offering,assuming the underwriters do not exercise its option to purchase additional Ordinary Shares.For further information,see“Principal Shareholders.”Although we do not intend to rely on the“controlled company”exemption under Rule 5615(c)(1)of the Nasdaq Stock Market Rules,we could elect

23、 to rely on this exemption in the future.Please read thedisclosures beginning on page 11 of this prospectus for more information.We are an“emerging growth company”as defined in the Jumpstart Our Business Act of 2012,as amended,and,as such,are eligible for reduced public company reporting requirement

24、s.Investing in ourordinary shares involves risks.Please see“Risk Factors”beginning on page 15 of this prospectus for more information.We are a“Foreign Private Issuer”under applicable U.S.federal securities laws and,as such,are eligible for reduced public company reporting requirements.Please see“Imp

25、lications of Being a ForeignPrivate Issuer”beginning on page 10 of this prospectus for more information.The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors,or the M&A Rules,adopted by six PRC regulatory agencies in 2006 and amended in 2009,require anoverseas specia

26、l purpose vehicle formed for listing purposes through acquisitions of domestic companies in mainland China and controlled by companies or individuals of mainland China toobtain the approval of the China Securities Regulatory Commission(“CSRC”),prior to the listing and trading of such special purpose

27、 vehicles securities on an overseas stock exchange.Inaddition,on December 24,2021,the CSRC released the Administrative Regulations of the State Council Concerning the Oversea Issuance of Security and Listing by Domestic Enterprise(Draftfor Comments)(the“Draft Administrative Regulations”)and the Meas

28、ures for the Overseas Issuance of Securities and Listing Record-Filings by Domestic Enterprises(Draft for Comments)(the“Draft Filing Measures”),collectively the“Draft Rules on Overseas Listing”,for public opinion.On February 17,2023,with the approval of the State Council,the CSRC released the Trial

29、Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies,or theTrial Measures,and five supporting guidelines,which came into effect on March 31,2023.According to the Trial Measures,(1)domestic companies that seek to offer or list securities overseas,both directly and

30、 indirectly,should fulfill the filing procedure and report relevant information to the CSRC;(2)if the issuer meets both of the following conditions,the overseas offering andlisting shall be determined as an indirect overseas offering and listing by a domestic company:(i)any of the total assets,net a

31、ssets,revenues or profits of the domestic operating entities of theissuer in the most recent accounting year accounts for more than 50%of the corresponding figure in the issuers audited consolidated financial statements for the same period;(ii)its majoroperational activities are carried out in China

32、 or its main places of business are located in China,or the senior managers in charge of operation and management of the issuer are mostly Chinesecitizens or are domiciled in China;and(3)where a domestic company seeks to indirectly offer and list securities in an overseas market,the issuer shall des

33、ignate a major domestic operating entityresponsible for all filing procedures with the CSRC,and where an issuer makes an application for initial public offering and listing in an overseas market,the issuer shall submit filings with theCSRC within three business days after such application is submitt

34、ed.On the same day,the CSRC held a press conference for the release of the Trial Measures and issued the Notice onAdministration for the Filing of Overseas Offering and Listing by Domestic Companies,which,among others,clarifies that(1)a six-month transition period will be granted to domesticcompanie

35、s which,prior to the effective date of the Trial Measures,have already obtained the approval from overseas regulatory authorities or stock exchanges,such as completion of registrationin the market of the United States,but have not completed the indirect overseas listing;and(2)domestic companies that

36、 have already submitted valid applications for overseas offering and listingbut have not obtained approval from overseas regulatory authorities or stock exchanges on or prior to the effective date of the Trial Measures,may reasonably arrange the timing for submittingtheir filing applications with th

37、e CSRC,and shall complete the filing before the completion of their overseas offering and listing.On February 24,2023,the CSRC,Ministry of Finance of the PRC,National Administration of State Secrets Protection and National Archives Administration of China jointly issued theProvisions on Strengthenin

38、g Confidentiality and Archives Administration in Respect of Overseas Issuance and Listing of Securities by Domestic Enterprises or the Confidentiality Provisions,which came into effect on March 31,2023.The Confidentiality Provisions require that,among other things,(1)a domestic company that conducts

39、 overseas offering and listing both directly andindirectly should institute a sound confidentiality and archives administration system,and take necessary measures to fulfill confidentiality and archives administration obligations；(2)adomestic company that plans to,either directly or through its over

40、seas listed entity,publicly disclose or provide to relevant individuals or entities including securities companies,securities serviceproviders and overseas regulators,any documents and materials that contain state secrets or working secrets of government agencies,shall first obtain approval from com

41、petent authoritiesaccording to law,and file with the secrecy administrative department at the same level;(3)a domestic company that plans to,either directly or through its overseas listed entity,publicly discloseor provide to relevant individuals and entities including securities companies,securitie

42、s service providers and overseas regulators,any other documents and materials that,if leaked,will bedetrimental to national security or public interest,shall strictly fulfil relevant procedures stipulated by applicable national regulations;(4)where a domestic company,after fulfilling relevantprocedu

43、res,provides to securities companies,securities service providers and other entities with any documents and materials that contain state secrets or working secrets of government agencies,or any other documents and materials that will be detrimental to national security or public interest if leaked,a

44、 non-disclosure agreement shall be signed between the provider and receiver ofsuch information;and(5)domestic companies,securities companies or securities service providers that discover any leakage or possible leakage of state secrets,working secrets of governmentagencies or any other documents and

45、 materials that,if leaked,will be detrimental to national security or public interest,shall immediately take remedies and report to relevant state organs andunits.Ming Shing Group Holdings Limited is a holding company incorporated in the Cayman Islands with two operating subsidiaries solely based in

46、 Hong Kong,and it does not have any subsidiary orVariable Interest Entity(“VIE”)in the mainland China or intend to acquire any equity interest in any domestic companies within mainland China,nor is it controlled by any companies orindividuals of mainland China.Further,we are headquartered in Hong Ko

47、ng with our chief executive officer,chief financial officer and all members of the board of directors based in Hong Kongwho are not mainland China citizens and all of our revenues and profits are generated by our subsidiaries in Hong Kong and we have not generated any revenues or profits in mainland

48、 China.Additionally,we do not intend to operate in mainland China in the foreseeable future.As such,we do not believe we would be subject to the M&A Rules,or would be required to file with theCSRC under the Trial Measures or the Confidentiality Provisions.Moreover,pursuant to the Basic Law of the Ho

49、ng Kong Special Administrative Region,or the Basic Law,PRC laws andregulations shall not be applied in Hong Kong except for those listed in Annex III of the Basic Law(which is confined to laws relating to national defense,foreign affairs and other matters that arenot within the scope of autonomy).Th

50、erefore,as confirmed by our PRC Counsel,China Commercial Law Firm,as of the date of this prospectus,neither we nor our subsidiaries is covered bypermission requirements from CSRC or any other governmental agency of mainland China that is required to approve our subsidiaries operations or our offerin

51、g.Additionally,neither we norour subsidiaries are required to obtain CSRC approval prior to its listing on an exchange in the U.S.Hence,as of the date of this prospectus,neither we nor our Operating Subsidiaries has everapplied for any such permission or approval.Notwithstanding the above opinion,ou

52、r PRC Counsel has further advised us that uncertainties exist as to how the M&A Rules,the Trial Measuresand the Confidentiality Provisions will be interpreted and implemented by Chinese regulators and its opinions summarized above are subject to any new laws,rules,and regulations or detailedimplemen

53、tations and interpretations in any form relating to the M&A Rules,the Trial Measures and the Confidentiality Provisions.If the CSRC or other PRC regulatory agencies subsequentlydetermine that prior CSRC approvals are required for our offering,we may face regulatory actions or other sanctions from th

54、e CSRC or other PRC regulatory agencies.Moreover,if there issignificant change to the applicable laws,regulations,or interpretations change,that require us to obtain approvals from the CSRC or other PRC regulatory agencies on,among others,the M&ARules,the Trial Measures and the Confidentiality Provi

55、sions at any stage,including but not limited,upon the completion of this Offering,in the future,and,if in such event,we or our Hong Kongsubsidiaries(i)do not receive or maintain the approval,(ii)inadvertently conclude that such permissions or approvals are not required,(iii)are required to obtain su

56、ch permissions or approvalsin the future if applicable laws,regulations,or interpretations change,or(iv)are denied permission from the CSRC or any other PRC regulatory agencies,we will not be able to list our OrdinaryShares on a U.S.exchange,or continue to offer securities to investors,which would m

57、aterially affect the interests of investors and cause the value of Ordinary Shares to significantly decline or beworthless.Recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China,including a cracking down

58、on illegalactivities in the securities market,enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure,adopting new measures to extend thescope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.For example,on

59、 July 6,2021,the General Office of the Communist Party of China Central Committeeand the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities market and promote the high-quality development of the capital market,which,among other things,

60、requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation,to enhance supervision overmainland China-based companies listed overseas,and to establish and improve the system of extraterritorial application of the mainland China secu

61、rities laws.Also,on December 28,2021,theCybersecurity Review Measures(the“Measures”)were published and became effective on February 15,2022,and require that,among other things,and in addition to any“operator of criticalinformation infrastructure”,any“data processor”controlling personal information o

62、f no less than one million users(which to be further specified)which seeks to list in a foreign stock exchangeshould also be subject to cybersecurity review,and which the Measures further elaborate on the factors to be considered when assessing the national security risks of the relevant activities.

63、OurHong Kong Operating Subsidiaries currently have only served the Hong Kong local market and does not presently have any operations in mainland China.We do not currently expect theMeasures to have an impact on our business,operations or this Offering,nor do we anticipate that we or our Hong Kong su

64、bsidiaries are covered by permission requirements from theCyberspace Administration of China(“CAC”)that is required to approve our subsidiaries operations,as we do not believe that we may be deemed to be an“operator of critical informationinfrastructure”or a“data processor”controlling personal infor

65、mation of no less than one million users,that are required to file for cybersecurity review before listing in the U.S.,because(i)all ofour operations are conducted by our Hong Kong Operating Subsidiaries which currently solely serve the Hong Kong local market,we currently have no operations in mainl

66、and China;(ii)we donot have or intend to have any subsidiary,nor do we have or intend to establish a VIE structure with any entity in mainland China and the Measures remain unclear whether they shall be appliedto a company such as ours;(iii)as of date of this prospectus,we have neither collected nor

67、 stored any personal information of any mainland China individual or within mainland China,nor do weentrust or expect to be entrusted by any individual or entity to conduct any data processing activities of any mainland China individual or within mainland China;and(iv)as of the date of thisprospectu

68、s,we have not been informed by any PRC governmental authority of any requirement that we must file for a cybersecurity review.Moreover,pursuant to the Basic Law of the HongKong Special Administrative Region,or the Basic Law,PRC laws and regulations shall not be applied in Hong Kong except for those

69、listed in Annex III of the Basic Law(which is confined tolaws relating to national defense,foreign affairs and other matters that are not within the scope of autonomy).As confirmed by our PRC counsel,China Commercial Law Firm,based on theirunderstanding of the PRC laws and regulations that are curre

70、ntly in effect,neither we nor our Hong Kong Operating Subsidiaries,are currently subject to the cybersecurity review by the CACas provided under the Measures.Additionally,neither we nor our subsidiaries are covered by permission requirements from the CAC or any other governmental agency that is requ

71、ired toapprove our subsidiaries operations.However,there remains uncertainty as to how the Measures will be interpreted or implemented.Also,significant uncertainty exists in relation to theinterpretation and enforcement of relevant PRC cybersecurity laws and regulations.If we were deemed to be an“op

72、erator of critical information infrastructure”or a“data processor”controllingpersonal information of no less than one million users under the Measures,or if other regulations promulgated in relation to the Measures are deemed to apply to us,our business operations andthe listing of our Ordinary Shar

73、es in the U.S.could be subject to cybersecurity review by the CAC in the future.Moreover,if there is significant change to the applicable laws,regulations,orinterpretations change,that require our Company to obtain approval from the CAC or any other governmental agency in the future,and,if in such e

74、vent,at any stage,including but not limitedto,upon the completion of this Offering,we or our Hong Kong Operating Subsidiaries(i)do not receive or maintain the approval,(ii)inadvertently conclude that such permissions or approvalsare not required,or(iii)are required to obtain such permissions or appr

75、ovals in the future if applicable laws,regulations,or interpretations change,or(iv)are denied permission from the CAC orany other PRC regulatory agencies,we will not be able to list our Ordinary Shares on a U.S.exchange,or continue to offer securities to investors,which would materially affect the i

76、nterests ofinvestors and cause the value of Ordinary Shares to significantly decline or be worthless.Nevertheless,since these statements and regulatory actions are new,it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing ornew laws

77、 or regulations or detailed implementations and interpretations will be modified or promulgated,if any.It is also highly uncertain what the potential impact such modified or new lawsand regulations will have on our Operating Subsidiaries daily business operation,its ability to accept foreign investm

78、ents and the listing of our Ordinary Shares on a U.S.or other foreignexchanges.If there is significant change to the applicable laws,regulations,or interpretations change,that require our Company to obtain approval from the CAC or any other governmental agency in thefuture,and,if in such event,we or

79、 our Hong Kong subsidiaries at any stage,including but not limited to,upon the completion of this Offering,(i)do not receive or maintain the approval,(ii)inadvertently conclude that such permissions or approvals are not required,(iii)are required to obtain such permissions or approvals in the future

80、 if applicable laws,regulations,orinterpretations change,or(iv)are denied permission from the CSRC,the CAC or any other relevant PRC regulatory agencies,the relevant regulatory authorities,such as the CAC or the CSRC,might have broad discretion in dealing with such violations,including:imposing fine

81、s on us or the Hong Kong subsidiaries,discontinuing or restricting the operations of the subsidiaries;imposing conditions or requirements with which we or our Operating Subsidiaries may not be able to comply;restricting or prohibiting our use of the proceeds from our initial public offering tofinanc

82、e the business and operations in Hong Kong.The imposition of any of these penalties would also result in a material and adverse effect on our ability to conduct business,and on ouroperations and financial condition.If any or all of the foregoing were to occur,it may significantly limit or completely

83、 hinder our ability to complete this Offering or cause the value of ourOrdinary Shares to significantly decline or become worthless.Moreover,we might not be able to complete this Offering,list our Ordinary Shares on a U.S.exchange,or continue to offer securitiesto investors,which would also material

84、ly affect the interests of investors and cause the value of Ordinary Shares to significantly decline or be worthless.See“Risk Factors Risks Related to OurCorporate Structure Recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain

85、 areas in mainland China,includingcracking down on illegal activities in the securities market,enhancing supervision over mainland China-based companies listed overseas using the variable interest entity structure,adopting newmeasures to extend the scope of cybersecurity reviews,and expanding the ef

86、forts in anti-monopoly enforcement.In the future,we may be subject to PRC laws and regulations related to thecurrent business operations of our operating subsidiaries and any changes in such laws and regulations and interpretations may impair our ability to operate profitably,which could result in a

87、material negative impact on our operations and/or the value of our Ordinary Shares”on page 15.We are advised by Hong Kong counsel,David Fong&Co.,that neither we nor our OperatingSubsidiaries are required to obtain permission or approval from Hong Kong authorities to offer the securities being regist

88、ered to foreign investors.Should there be any change in applicable laws,regulations,or interpretations,and we or any of our subsidiaries are required to obtain such permissions or approvals in the future,we will strive to comply with the then applicable laws,regulations,or interpretations.On Decembe

89、r 2,2021,the SEC adopted final amendments to its rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign CompaniesAccountable Act,or the HFCAA,which took effect on January 10,2022.We will be required to comply with these rules if the SEC ident

90、ifies us as having a“non-inspection”year,as defined in therules,under a process to be subsequently established by the SEC.The SEC is assessing how to implement other requirements of the HFCAA.Under the HFCAA,our securities may be prohibitedfrom trading on the Nasdaq or other U.S.stock exchanges if o

91、ur auditor is not inspected by the Public Company Accounting Oversight Board,or the PCAOB,for three consecutive years,and thisultimately could result in our shares being delisted.Furthermore,on June 22,2021,the U.S.Senate passed the Accelerating Holding Foreign Companies Accountable Act,which was si

92、gned intolaw on December 29,2022,amending the HFCAA and requiring the SEC to prohibit an issuers securities from trading on any U.S.stock exchanges if its auditor is not subject to PCAOBinspections for two consecutive years instead of three consecutive years,shortening the timeline for the applicati

93、on of the HPCAAs delisting and trading prohibition from three years to two,andthus,would reduce the time before securities may be prohibited from trading or delisted.On September 22,2021,the PCAOB adopted a final rule implementing the HFCAA,which provides aframework for the PCAOB to use when determi

94、ning,as contemplated under the HFCAA,whether the PCAOB is unable to inspect or investigate completely registered public accounting firmslocated in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.Pursuant to the HFCAA,the PCAOB issued a determination

95、 report on December 16,2021 which found that the PCAOB was unable to inspect or investigate completely registered publicaccounting firms headquartered in:(1)mainland China of the Peoples Republic of China;and(2)Hong Kong,a Special Administrative Region of the PRC,which determinations were vacatedon

96、December 15,2022.In addition,the PCAOBs report identified the specific registered public accounting firms which were subject to these determinations,which determinations were vacatedon December 15,2022.Our current registered public accounting firm,ZH CPA,LLC,who audited our financial statements for

97、the fiscal years ended March 31,2022 and 2021,is headquarteredin Denver,Colorado in the United States and is not headquartered in mainland China or Hong Kong and was not identified in the PCAOBs report on December 16,2021 as a firm subject to thePCAOBs determinations,which determinations were vacate

98、d on December 15,2022.Notwithstanding the foregoing,if the PCAOB is not able to fully conduct inspections of our auditors workpapers in China,investors may be deprived of the benefits of such inspection which could result in limitation or restriction of our access to the U.S.capital markets and trad

99、ing of our securitiesmay be prohibited under the HFCAA.In addition,on August 26,2022,the PCAOB signed a Statement of Protocol,or SOP,Agreement with the CSRC and Chinas Ministry of Finance.The SOP,together with two protocol agreements governing inspections and investigation,establishes a specific,acc

100、ountable framework to make possible complete inspections and investigations by thePCAOB of audit firms based in China and Hong Kong,as required under U.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect andinvestigate PCAOB-registered public accountin

101、g firms headquartered in mainland China and Hong Kong completely in 2022.The PCAOB vacated its previous 2021 determinations that thePCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong.However,whether the PCAOB will co

102、ntinue to beable to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number offactors out of our,and our auditors,control.The PCAOB is continuing to demand complete access in mainla

103、nd China and Hong Kong moving forward and is already making plans to resumeregular inspections in early 2023 and beyond,as well as continuing to pursue ongoing investigations and initiate new investigations as needed.The PCAOB has indicated that it will actimmediately to consider the need to issue n

104、ew determinations with the HFCAA if needed.If the PCAOB in the future again determines that it is unable to inspect and investigate completelyauditors in mainland China and Hong Kong,then the companies audited by those auditors would be subject to a trading prohibition on U.S.markets pursuant to the

105、 HFCAA.See“Risk Factors The recent joint statement by the SEC and PCAOB,proposed rule changes submitted by Nasdaq,and the HFCAA all call for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.audi

106、tors who are not inspected by the PCAOB.These developments could add uncertainties to ourOffering.”We do not use variable interest entities in our corporate structure.We,through our indirectly wholly-owned Operating Subsidiaries,MS(HK)Engineering Limited and MS Engineering Co.,Limited,engaged in wet

107、 trades works services in Hong Kong.As of the current date,none of our companies have distributed any cash dividends or made any cash distributions.There are no restrictions for the transfer or distribution of cash between thecompanies.During the normal courses of our business,cash may be transferre

108、d between our companies via wire transfer to and from bank accounts to pay certain business expenses,as loans orcapital contribution.Since Ming Shing Group Holdings Limited was recently incorporated,there has not been,to date,any transfers,dividends,or distributions between the holding company,Ming

109、Shing Group Holdings Limited and its subsidiaries or to its investors.MS(HK)Construction Engineering Limited and our Operating Subsidiaries are permitted under the relevant laws ofBritish Virgin Islands and Hong Kong,respectively,to provide funding through dividend distribution without restrictions

110、on the amount of the funds.There are no restrictions on dividendstransfers from Hong Kong to the Cayman Islands and to U.S.investors.However,in the future,funds may not be available to fund operations or for other use outside of Hong Kong,due to the imposition of restrictions and limitations on,our

111、ability or on oursubsidiaries ability by the PRC government to transfer cash.Any limitation on the ability of our subsidiary to make payments to us could have a material adverse effect on our ability to conductour business and might materially decrease the value of our Ordinary Shares or cause them

112、to be worthless.Please refer to“Prospectus Summary Transfers of Cash to and from Our Subsidiaries”and the condensed consolidating schedule and the consolidated financial statements on page 7 for furtherinformation.Per Share Total(4)Public offering price(1)$4.00$15,000,000 Underwriter discount(2)$0.3

113、0$1,125,000 Proceeds to us,before expenses(3)$3.70$13,875,000 (1)Initial public offering price per share is US$4.00.(2)We have agreed to pay Pacific Century Securities,LLC,the representative of the underwriters(the“Representative”),an underwriter commission fee equal to 7.5%of the gross proceeds of

114、the offering.This table does not include a non-accountable expense allowance equal to 1.0%of the gross proceeds of this offering payable to the underwriters.For a description of the other compensation to bereceived by the underwriters,see section entitled“Underwriting.”(3)Excludes fees and expenses

115、payable to the underwriters.The total Representative expenses related to this offering are set forth in the section entitled“Underwriting.”(4)Assumes that the underwriter does not exercise any portion of its over-allotment option.We expect our total cash expenses for this offering(including cash exp

116、enses payable to our underwriters for their out-of-pocket expenses)to beapproximately$250,000,exclusive of the above commissions.In addition,we will pay additional items of value in connection of this offering that are viewedby the Financial Industry Regulatory,or FINRA,as underwriting compensation.

117、These payments will further reduce proceeds available to us before expenses.See“Underwriting”.This offering is being conducted on a firm commitment basis.The underwriters are obligated to take and pay for all of the shares if any such shares aretaken.We agree to grant the underwriters an option for

118、a period of 45days from the Effective Date(“Effective Date”)of this offering to purchase up to15%of the total number of our Ordinary Shares to be offered by us pursuant to this offering(excluding shares subject to this option),solely for the purposeof covering overallotments,at the initial public of

119、fering price less the underwriting discount.If the underwriters exercise the option in full,the totalunderwriting discounts and commissions payable by us,at the assumed initial public offering price of$4.00 per Ordinary Share,will be$1,716,250,and thetotal proceeds to us,after underwriting discounts

120、 and commissions but before offering expenses,will be approximately$15,533,750.If we complete thisoffering,net proceeds will be delivered to our company on the closing date.You should not assume that the information contained in the registration statement to which this prospectus is a part is accura

121、te as of any date otherthan the date hereof,regardless of the time of delivery of this prospectus or of any sale of the Ordinary Shares being registered in the registrationstatement of which this prospectus forms a part.No dealer,salesperson or any other person is authorized to give any information

122、or make any representations in connection with this offering other thanthose contained in this prospectus and,if given or made,the information or representations must not be relied upon as having been authorized by us.Thisprospectus does not constitute an offer to sell or a solicitation of an offer

123、to buy any security other than the securities offered by this prospectus,or anoffer to sell or a solicitation of an offer to buy any securities by anyone in any jurisdiction in which the offer or solicitation is not authorized or isunlawful.Neither the U.S.Securities and Exchange Commission nor any

124、state securities commission nor any other regulatory body has approved or disapproved of these securities or determined if thisprospectus is truthful or complete.Any representation to the contrary is a criminal offense.Pacific Century Securities,LLC The date of this prospectus is _,2023.TABLE OF CON

125、TENTS CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSvPROSPECTUS SUMMARY1RISK FACTORS15INDUSTRY DATA AND FORECAST39USE OF PROCEEDS46DIVIDEND POLICY47CAPITALIZATION48DILUTION49MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS50BUSINESS70REGULATIONS82MANAGE

126、MENT94EXECUTIVE COMPENSATION98RELATED PARTY TRANSACTIONS99PRINCIPAL SHAREHOLDERS100DESCRIPTION OF ORDINARY SHARES102SHARES ELIGIBLE FOR FUTURE SALE121TAXATION122ENFORCEMENT OF CIVIL LIABILITIES129UNDERWRITING130EXPENSES RELATING TO THIS OFFERING139LEGAL MATTERS139EXPERTS139INTERESTS OF NAMED EXPERTS

127、 AND COUNSEL140DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION140WHERE YOU CAN FIND ADDITIONAL INFORMATION140INDEX TO FINANCIAL STATEMENTSF-1 i ABOUT THIS PROSPECTUS We and the underwriters have not authorized anyone to provide you with information different from that contained in this prospect

128、us or in any free-writing prospectuses prepared by us or on our behalf or towhich we have referred you.We and the underwriters take no responsibility for,and can provide no assurance as to the reliability of,any other information that others may give you.We are offering to sell,and seeking offers to

129、 buy,the Ordinary Shares offered hereby,but only under circumstances and in jurisdictions where offers and sales are permitted and lawful to do so.The information contained in thisprospectus is current only as of the date of this prospectus,regardless of the time of delivery of this prospectus or of

130、 any sale of the ordinary shares.Our business,financial condition,results of operations andprospects may have changed since that date.For investors outside the United States:Neither we,nor the underwriters have taken any action that would permit a public offering of the Ordinary Shares outside the U

131、nited States or permit the possession ordistribution of this prospectus or any related free writing prospectus outside the United States.Persons outside the United States who come into possession of this prospectus or any related free writingprospectus must inform themselves about,and observe any re

132、strictions relating to,the offering of the Ordinary Shares and the distribution of the prospectus outside the United States.We obtained the statistical data,market data and other industry data and forecasts described in this prospectus from market research,publicly available information and industry

133、 publications,including fromFrost&Sullivan,an independent market research and consulting firm with respect to information on the construction industry in Hong Kong.While we believe that the statistical data,industry data andforecasts and market research are reliable,we have not independently verifie

134、d the data.We were incorporated as an exempted company with limited liability under the Companies Act and a majority of our outstanding securities are owned by non-U.S.residents.Under the rules of the SEC,wecurrently qualify for treatment as a“foreign private issuer.”As a foreign private issuer,we w

135、ill not be required to file periodic reports and financial statements with the SEC as frequently or as promptly asU.S.domestic registrants whose securities are registered under the Securities Exchange Act of 1934.ii COMMONLY USED DEFINED TERMS Unless otherwise indicated or the context requires other

136、wise,references in this prospectus to:“Amended Memorandum and Articles”refers to our memorandum and articles of association to be in effect upon completion of this Offering;“China”or the“PRC”refers to the Peoples Republic of China;“Companies Act”refers to the Companies Act(as revised)of the Cayman I

137、slands,as amended,supplemented or otherwise modified from time to time;“Frost&Sullivan”refers to Frost&Sullivan Limited,an independent market research agency,which is an independent third party;“Government”refers to the government of Hong Kong;“Hong Kong”refers to Hong Kong Special Administrative Re

138、gion,Peoples Republic of China;“Offering”refers to the initial public offering of Ming Shing Group Holdings Limited;“Operating Subsidiaries”refers to MS(HK)Engineering Limited and MS Engineering Co.,Limited;“our Group”or“the Group”refers to Ming Shing Group Holdings Limited and its subsidiaries;“PRC

139、 Counsel”refers to China Commercial Law Firm;“SEC”refers to the U.S.Securities and Exchange Commission;“shares”,“Share”or“Ordinary Shares”refers to the ordinary shares of Ming Shing Group Holdings Limited,with par value of$0.0005 each;“we”,“us”,“our Company”,“our”or“the Company”refers to Ming Shing

140、Group Holdings Limited,an exempted company with limited liability incorporated under the laws of the Cayman Islands,and in the context of describing its operation and business,its subsidiaries;“H.K.dollar”,“H.K.dollars”,or“HK$”refers to the legal currency of Hong Kong;“U.S.dollar”,“U.S.dollars”,“dol

141、lars”,“USD”,“US$”or“$”refers to the legal currency of the United States.Our business is conducted by our indirectly wholly-owned Operating Subsidiaries in Hong Kong,using H.K.dollars,the currency of Hong Kong.Our audited consolidated financial statements and unauditedcondensed consolidated financial

142、 statements are presented in U.S.dollars.In this prospectus,we refer to assets,obligations,commitments,and liabilities in our audited consolidated financial statements andunaudited condensed consolidated financial statements in U.S.dollars.These dollar references are based on the exchange rate of H.

143、K.dollars to U.S.dollars,determined as of a specific date or for a specificperiod.Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of U.S.dollars which may result in an increase or decrease in the amount of our obligations(expressed in dolla

144、rs)and the value of our assets,including accounts receivable(expressed in dollars).iii EXCHANGE RATE INFORMATION The Company is a holding company with operations conducted in Hong Kong through its key operating Subsidiaries in Hong Kong,and their reporting currency is Hong Kong dollars.Translations

145、ofamounts from HK$into US$are solely for the convenience of the reader and were calculated at the rate of US$1=HK$7.8,representing the noon buying rate in The City of New York for cable transfers ofHK$as certified for customs purposes by the Federal Reserve Bank of New York on the last trading day o

146、f March 31,2022.No representation is made that the HK$amount represents or could have been,orcould be converted,realized or settled into US$at that rate,or at any other rate.iv CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements that involve

147、risks and uncertainties,such as statements related to future events,business strategy,future performance,future operations,backlog,financial position,estimated revenues and losses,projected costs,prospects,plans and objectives of management.All statements other than statements of historical fact may

148、 be forward-looking statements.Forward-looking statements are often,but not always,identified by the use of words such as“aim”,“anticipate”,“believe”,“estimate”,“expect”,“going forward”,“intend”,“may”,“plan”,“potential”,“predict”,“propose”,“seek”,“should”,“will”,“would”and similar expressions or the

149、ir negative.Forward-looking statements should not be read as a guarantee of future performance or results,and will notnecessarily be accurate indications of the times at,or by,which such performance or results will be achieved.Forward-looking statements are based on managements belief,based on curre

150、ntly availableinformation,as to the outcome and timing of future events.These statements involve estimates,assumptions,known and unknown risks,uncertainties and other factors that may cause actual results or eventsto differ materially from those expressed in such forward-looking statements.When eval

151、uating forward-looking statements,you should consider the risk factors and other cautionary statements described inthe section titled“Risk Factors.”We believe the expectations reflected in the forward-looking statements contained in this prospectus are reasonable,but no assurance can be given that t

152、hese expectations willprove to be correct.Forward-looking statements should not be unduly relied upon.Important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements include,but are not limited to:our business and operating strategi

153、es and plans of operation;the amount and nature of,and potential for,future development of our business;our Companys dividend distribution plans;the regulatory environment as well as the general industry outlook for the industry in which we operate;future developments in the industry in which we ope

154、rate;andthe trend of the economy of Hong Kong and the world in general.These factors are not necessarily all of the important factors that could cause actual results or events to differ materially from those expressed in forward-looking statements.Other unknown or unpredictablefactors could also cau

155、se actual results or events to differ materially from those expressed in the forward-looking statements.Our future results will depend upon various other risks and uncertainties,includingthose described in the section titled“Risk Factors.”All forward-looking statements attributable to us are qualifi

156、ed in their entirety by this cautionary statement.Forward-looking statements speak only as ofthe date hereof.We undertake no obligation to update or revise any forward-looking statements after the date on which any such statement is made,whether as a result of new information,future events orotherwi

157、se.v PROSPECTUS SUMMARY This summary highlights information contained in greater details elsewhere in this prospectus.This summary is not complete and does not contain all of the information you should consider inmaking your investment decision.You should read the entire prospectus carefully before

158、making an investment in our Ordinary Shares.You should carefully consider,among other things,ourconsolidated financial statements and the related notes and the sections titled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”included elsewhere in

159、this prospectus.This prospectus contains information from a report commissioned by us and prepared by Frost&Sullivan,an independent market research firm,to provide information on the constructionindustry in Hong Kong.Our Mission Our mission is to become the leading wet trades works services provider

160、 in Hong Kong.We strive to provide quality services that comply with our customers quality standards,requirements,andspecifications.Overview We are an exempted company incorporated under the laws of the Cayman Islands on August 2,2022.As a holding company with no material operations of our own,we co

161、nduct our business through ourwholly-owned Hong Kong Operating Subsidiaries,MS(HK)Engineering Limited,founded on March 27,2019,and MS Engineering Co.Limited.MS(HK)Engineering Limited,founded on October12,2012.We mainly engage in wet trades works,such as plastering works,tile laying works,brick layin

162、g works,floor screeding works and marble works.We are an established wet trade workssubcontractor with,according to the Frost&Sullivan,a market share of approximately 0.4%in 2021.Through the continue effort of our management,our total revenue increased from US$6,154,137 forthe fiscal year ended Marc

163、h 31,2021 to US$14,383,980 for the year ended March 31,2021.MS(HK)Engineering Limited is a registered subcontractor and a registered specialist trade contractor underthe Registered Specialist Trade Contractors Scheme of the Construction Industry Council and undertakes both private and public sector

164、projects,while MS Engineering Co.,Limited mainly focuses onprivate sector projects.Our Values At our Company,we stand by our core values,which are essential to our success.We believe that these values not only guide our business and define our brand,but also deliver real financial andoperational ben

165、efits for us and our customers.Our core values include:Conducting our business with fairness and integrity;Maintaining a high level of expertise in wet trades works operations;Listening and responding to our customers needs;andProviding quality work on a schedule and at a competitive price.Competiti

166、ve Strengths We believe that the following strengths have contributed to our success and are differentiating factors that set us apart from our peers.Established track record.In our operating history of approximately ten years,we have focused on providing wet trades works services in the role of a s

167、ubcontractor and built up our expertiseand track record in wet trades works.We take pride in our project portfolio in wet trades works.In 2021,we were awarded with two private residential projects with initial contract sumexceeding HK$35 million(US$4.5 million)and HK$15 million(US$1.9 million).In 20

168、22,we were awarded with an infrastructure project for the expansion of a public hospital with initialcontract sum of more than HK$140 million(US$18.4 million)and a private residential project with initial contract sum of more than HK$100 million(US$13.1 million).We believe that ourproven track recor

169、d of quality work,our expertise in wet trades operations and our ability to deliver work on time are the crucial factors that enable us to gain trust from our existing customersand give us a competitive edge when tendering for projects.1 Established relationship with customers.We have established lo

170、ng-standing relationships with some of our major customers.We believe that we are the customers preferred business partnerand our long-standing relationship is attributable to the customers confidence in our ability to consistently deliver quality work,our capability to offer competitive pricing and

171、 our strongrelationship with our suppliers.By leveraging our work experience with sizeable customers,we have accumulated the know-how and expertise in meeting the quality standards of other potentialcustomers.Experienced and dedicated management team.Our management team has extensive industry knowle

172、dge and project experience in the wet trades works industry in Hong Kong.Mr.Chi MingLam,our Chief Executive Officer and Chairman,has approximately 20 years of experience in the wet trades works industry.Further details of our management teams working experience areset out in the section entitled“Man

173、agement.”Stringent quality control and environmental impact control.We place emphasis on providing consistently high-quality services.We have adopted and implemented an effective quality controlsystem and an environmental management system.The quality control measures adopted by our Group include:(i

174、)regular communication with and conduct site visits to collect feedbacks fromour customers;(ii)designation of a project management team for every project based on the project nature and the relevant qualifications and experiences required;(iii)maintaining an approvallist of suppliers which is update

175、d on a regular basis;and(iv)constant monitoring of quality management of subcontractors.We believe that our stringent quality assurance system and strongcommitment to environmental management will allow us to be better positioned to deliver quality work on time and within the required budget.Our Gro

176、wth Strategies Our principal growth strategies are to further strengthen our market position,increase our market share and capture the growth in the Hong Kong wet trades works industry.We intend to achieve ourbusiness objectives by expanding our scale of operation through our intended effort in acti

177、vely seeking opportunities in undertaking additional wet trades works projects,from both our existing customerbase as well as a new potential customer base.To achieve these goals,we plan to implement the following strategies:Enhance competitiveness and expanding our market share.According to Frost&S

178、ullivan,the gross value of wet trades works in Hong Kong increased from approximately HK$9,574.9million(US$1,227.6 million)in 2016 to approximately HK$11,335.2 million(US$1,453.2 million)in 2021,representing a Compound Annual Growth Rate(“CAGR”)of 3.4%.Driven by(i)the Government targets to increase

179、the overall supply of transitional housing in the coming few years as set out in the 2021 Policy Address by the Chief Executive of Hong Kong(“2021 PolicyAddress”);(ii)the launch of the Northern Metropolis Development Strategy by the Government in 2021,with the development of total land area of about

180、 300 square kilometers in Yuen LongDistrict and North District;and(iii)the“Land Sharing Pilot Scheme”proposed in 2020 Policy Address which seeks to unleash the development of privately owned agricultural lots of 3,235hectare of land for housing purposes,we expect that the demand of wet trades works

181、will further increase.We will focus on deploying our resources towards competing for additional and moresizeable wet trades works projects in Hong Kong.However,the number of projects that can be executed by us concurrently at any given time is constrained by our then available resources,including av

182、ailability of our manpower and working capital.We plan to enhance our competitiveness by strengthening our manpower and working capital in order to capture the potentialopportunities in the growing wet trades works market.We plan to apply part of our net proceeds from the sale of Ordinary Shares to(

183、i)enhance our project management capabilities by hiringadditional project supervision staff,safety supervision staff,quantity surveyors,finance and administration staff and general workers;and(ii)be used for general working capital.Acquire additional equipment.We generally deploy equipment owned by

184、us for use by our subcontractors in carrying out their work in our projects.Taking into consideration the need forequipment arising from our business strategy in undertaking additional and more sizeable wet trades works projects,we consider that it is crucial for us to further enhance our equipment

185、in orderto best equip our employees and our subcontractors for carrying out their work.We believe that a larger set of equipment will allow us to(i)improve our overall work efficiency and technicalcapability;and(ii)enhance our flexibility to deploy our resources more efficiently.Enhancing our brand.

186、Our Group secured our new business through direct invitations for tenders by customers.We believe that we can broaden our customer base and attract more invitationsfrom potential customers by increasing our marketing efforts to promote our brand and market presence in the wet trades works industry i

187、n Hong Kong.Our planned marketing efforts include(i)setting up dedicated web pages for advertising our services;(ii)placing advertisements in industry publications;(iii)sponsoring business events and charity functions organized by propertydevelopers and construction contractors;(iv)sending promotion

188、al booklets and other promotional materials for advertising our services;and(v)approaching potential customers more actively tosecure new business opportunities for our wet trades works services.2 Threats and Challenges According to Frost&Sullivan,we face the following threats and challenges:Cyclica

189、l nature of construction industry.As a part of the construction industry,wet trades works market follows the cyclicality of the construction industry,which is generally considered to behighly related to macroeconomic conditions,government policies and business cycle.For example,in the event of an ec

190、onomic downturn,the tightened financial budgets and higher costs offinancing may make project owners be more conservative in initiating new projects or investing more resources.Similarly,if there are signs of slowing down in land supply or developmentprograms of the HK Government,the growth of wet t

191、rades works market in Hong Kong may be hindered.Shortage of labor and increasing labor cost.According to the Construction Industry Council,labor engaged in the wet trade works industry in Hong Kong,including plasterer,bricklayer andconcreter have all categorized into the list of shortage trades.Due

192、to the aging population and higher requirements on skills and qualifications of workers,the wet trades market in Hong Konghas been facing serious problems of shortage of experienced and skilled labor.Therefore,in order to attract qualified workers,we may need to adopt measures including competitiver

193、emuneration packages,growth opportunities and flexible schedule.The increasing competition for talents will result in higher labor cost and pose a challenge to the growth of wet tradesmarket.Higher material cost.The price of raw material in the wet trade works industry has risen continuously.For exa

194、mple,prices of sand,Portland cement and concrete blocks have increased from2016 to 2021,registering CAGRs of approximately 17.6%,3.1%and 4.1%respectively.Amongst all raw materials used in wet trades works,the average price of sand has increased the most,primarily due to the limited supply of river s

195、and in the PRC.The inflation in material cost will result in higher expenditure,which may further negatively impact our profit margin.Market and Competition According to Frost&Sullivan,the gross value of wet trades works in Hong Kong increased from approximately HK$9,574.9 million(US$1,227.6 million

196、)in 2016 to approximately HK$11,335.2million(US$1,453.2 million)in 2021,representing a CAGR of 3.4%.Driven by(i)the Government targets to increase the overall supply of transitional housing in the coming few years as set out in the2021 Policy Address;(ii)the launch of the Northern Metropolis Develop

197、ment Strategy by the Government in 2021,with the development of total land area of about 300 square kilometers in Yuen LongDistrict and North District;and(iii)the“Land Sharing Pilot Scheme”proposed in 2020 Policy Address which seeks to unleash the development of privately owned agricultural lots of

198、3,235 hectare ofland for housing purposes,we expect that the demand of wet trades works will further increase.As such we believe that we should focus on deploying our resources towards competing for additional andmore sizeable wet trades works projects in Hong Kong.However,the number of projects tha

199、t can be executed by us concurrently at any given time is constrained by our then available resources,including availability of our manpower and working capital.According to Frost&Sullivan,the wet trades work market in Hong Kong is considered as fragmented in terms of number of marketparticipants.Ac

200、cording to Construction Industry Council,there were over 500 contractors registered under the trade specialties of“Finishing Wet Trades”by the end of 2021.We plan to enhance ourcompetitiveness by strengthening our manpower and working capital in order to capture the potential opportunities in the gr

201、owing wet trades works market.Together with other supportive governmentpolicies and expedited urban renewal,the gross value of wet trades works is expected to increase from HK$12,103.1 million(US$1,551.7 million)in 2022 to approximately HK$15,609.3 million(US$2,001.2 million)in 2026.3 Significant Ri

202、sk Factors Risks Related to Our Corporate Structure We rely on dividends and other distributions on equity paid by the Operating Subsidiaries to fund any cash and financing requirements we may have,and any limitation on the ability of theOperating Subsidiaries to make payments to us could have a mat

203、erial adverse effect on our ability to conduct our business.In the future,funds may not be available to fund operations or forother use outside of Hong Kong,due to the imposition of restrictions and limitations on,our ability or our subsidiary by the PRC government to transfer cash.Recently,the PRC

204、government initiated a series of regulatory actions and statements to regulate business operations in certain areas in mainland China,including cracking down on illegalactivities in the securities market,enhancing supervision over mainland China-based companies listed overseas using the variable int

205、erest entity structure,adopting new measures to extend thescope of cybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.In the future,we may be subject to PRC laws and regulations related to the current business operationsof our operating subsidiaries and any changes in such

206、laws and regulations and interpretations may impair our ability to operate profitably,which could result in a material negative impact onour operations and/or the value of our Ordinary Shares.We may become subject to a variety of PRC laws and other obligations regarding M&A Rules,the Trial Measures

207、and data security,and any failure to comply with applicable laws andobligations could have a material and adverse effect on our business,financial condition and results of operations.Substantially all of our operating subsidiaries operations are conducted in Hong Kong.However,due to the long arm pro

208、visions under the current PRC laws and regulations,the Chinesegovernment may exercise significant oversight and discretion over the conduct of such business and may influence such operations at any time,which could result in a material change in theoperations of the operating subsidiary and/or the v

209、alue of our Ordinary Shares.The PRC government may also impose restrictions on our ability to transfer money out of Hong Kong todistribute earnings and pay dividends or to reinvest in our business outside of Hong Kong.Changes in the policies,regulations,rules,and the enforcement of laws of the Chine

210、se governmentmay also occur quickly and our assertions and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.If the Chinese government chooses to extend oversight and control over offerings that are conducted overseas and/or foreign investment in mainland China-bas

211、ed issuers to Hong Kong-basedissuers,such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantlydecline or be worthless.For a detailed description of the risks above,please

212、 refer to pages 15-17.Risks Related to Our Business and Industry Our performance depends on market conditions and trends in the wet trades works industry and if there is any slowdown(in terms of transaction volume and price)of the property market inHong Kong,the availability of wet trades works proj

213、ects in Hong Kong may decrease significantly.Our revenue is mainly derived from projects which are non-recurrent in nature and there is no guarantee that our customers will provide us with new businesses.Our cost of revenue has historically fluctuated.If we experience any significant increase in cos

214、t of revenue,our gross profit margin might decrease and our business operations and financialposition might be materially and adversely affected.The total actual value of work done may differ from the original estimated contract sum stated in our contracts with customers.Any material inaccurate cost

215、 estimation or cost overruns may adversely affect our financial results.If we do not comply with certain laws,we could be suspended or debarred contracting,which could have a material adverse effect on our business.Unsatisfactory performance by our subcontractors or unavailability of subcontractors

216、may adversely affect our operation and profitability.We depend on third parties for supply of materials to operate our business.We may not be able to compete favorably in our highly competitive industry.During the six months ended September 30,2022 and the fiscal years ended March 31,2022 and 2021,o

217、ur five largest customers accounted for a significant portion of our total revenue.Environmental,health and safety laws and regulations and any changes to,or liabilities arising under,such laws and regulations could have a material adverse effect on our financial condition,results of operations and

218、liquidity.We may not be able to implement our business plans effectively to achieve future growth.Our continued success requires us to hire,train and retain qualified personnel and subcontractors in a competitive industry.Failure to complete our projects on a reliable and timely basis could material

219、ly affect our reputation,our financial performance or may subject us to claim.Our operations are subject to special hazards that may cause personal injury or property damage,subjecting us to liabilities and possible losses which may not be covered by insurance.Certain data and information in this pr

220、ospectus were obtained from third-party sources and were not independently verified by us.We may need to raise additional capital in the future for working capital,capital expenditures and/or acquisitions,and we may not be able to do so on favorable terms or at all,which wouldimpair our ability to o

221、perate our business or achieve our growth objectives.Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of ourOrdinary Shares.4 We are subject to credit risk in

222、relation to the collectability of our trade receivables and contract assets.We are a holding company whose principal source of operating cash is the income received from our Operating Subsidiaries.Our significant shareholder has considerable influence over our corporate matters.Our significant share

223、holder may have potential conflicts of interest with us,which may materially and adversely affect our business and financial condition.If we fail to promote and maintain our brand effectively and cost-efficiently,our business and results of operations may be harmed.We may be subject to intellectual

224、property infringement claims,which may be expensive to defend and may disrupt our business and operations.Any deterioration in the outbreak of COVID-19 may adversely affect our operation and financial condition.Events such as epidemics,natural disasters,adverse weather conditions,political unrest an

225、d terrorist attacks could significantly delay,or even prevent us from completing,our projects.Failure to maintain safe construction sites and/or implement our safety management system may lead to the occurrence of personal injuries,property damages,fatal accidents or suspension ornon-renewal of our

226、registration under the Registered Specialist Trade Contractors Scheme of the Construction Industry Council.There is no assurance that we will be able to renew our registration under the Registered Specialist Trade Contractors Scheme of the Construction Industry Council.We may be a party to legal pro

227、ceedings from time to time and we cannot assure you that such legal proceedings will not have a material adverse impact on our business.In particular,there maybe potential employees compensation claims and personal injury claims.Our insurance coverage may not be adequate to cover potential liabiliti

228、es.Possible difficulty in recruiting sufficient labor or significant increase in labor costs may hinder our future business strategies.Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of the Ordinary Shares.Our business is susceptible to

229、government policies and macroeconomic conditions.We are exposed to risks of general economic downturn and deteriorating market conditions,such as Sino-U.S.trade conflicts.For a detailed description of the risks above,please refer to pages 17 28.Risks Related to Doing Business in Hong Kong Hong Kongs

230、 legal system is evolving and has inherent uncertainties that could limit the legal protection available to you.The enactment of Law of the PRC on Safeguarding National Security in the Hong Kong Special Administrative Region(the“Hong Kong National Security Law”)could impact our OperatingSubsidiaries

231、 in Hong Kong.Nasdaq may apply additional and more stringent criteria for our continued listing.If we fail to meet applicable listing requirements,Nasdaq may not approve our listing application,or may delist our Ordinary Shares from trading,in which case the liquidity and market price ofour Ordinary

232、 Shares could decline.The recent joint statement by the SEC and PCAOB,proposed rule changes submitted by Nasdaq,and the HFCAA all call for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.audito

233、rs who are not inspected by the PCAOB.These developments could add uncertainties to ourOffering.For a detailed description of the risks above,please refer to pages 28 29.5 Risks Related to Our Initial Public Offering And Ownership of Our Ordinary Shares We will incur additional costs as a result of

234、becoming a public company,which could negatively impact our net income and liquidity.Our management team has limited experience managing a public company.The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.We are a“foreign private is

235、suer,”and our disclosure obligations differ from those of U.S.domestic reporting companies.As a result,we may not provide you the same information as U.S.domestic reporting companies or we may provide information at different times,which may make it more difficult for you to evaluate our performance

236、 and prospects.We are an“emerging growth company,”and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Ordinary Shares less attractiveto investors.We are a“controlled company”defined under the Nasdaq Stock Market Rules.Although we do no

237、t intend to rely on the“controlled company”exemption under the Nasdaq listing rules,wecould elect to rely on this exemption in the future and you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.Ordinary Shares eligib

238、le for future sale may adversely affect the market price of our Ordinary Shares,as the future sale of a substantial amount of outstanding Ordinary Shares in the publicmarketplace could reduce the price of our Ordinary Shares.Future sales,or the perception of future sales,by us or our shareholder in

239、the public market following this Offering could cause the market price for our Ordinary Shares to decline.The requirements of being a public company may strain our resources and divert managements attention.The market price of our Ordinary Shares may be volatile or may decline regardless of our oper

240、ating performance,and you may not be able to resell your shares at or above the initial publicoffering price.We may experience extreme stock price volatility unrelated to our actual or expected operating performance,financial condition or prospects,making it difficult for prospective investors toass

241、ess the rapidly changing value of our Ordinary Shares.Future issuances or sales,or perceived issuances or sales,of substantial amounts of Ordinary Shares in the public market could materially and adversely affect the prevailing market price of theOrdinary Shares and our ability to raise capital in t

242、he future.We have broad discretion in the use of the net proceeds from our initial public offering and may not use them effectively.Future financing may cause a dilution in your shareholding or place restrictions on our operations.There may not be an active,liquid trading market for our Ordinary Sha

243、res,and we do not know if a more liquid market for our Ordinary Shares will develop to provide you with adequateliquidity.We may lose our foreign private issuer status in the future,which could result in significant additional costs and expenses.You will experience immediate and substantial dilution

244、.Our internal controls over financial reporting may not be effective and our independent registered public accounting firm may not be able to certify as to their effectiveness,which could have asignificant and adverse effect on our business and reputation.You may experience difficulties in effecting

245、 service of legal process,enforcing foreign judgments or bringing original actions in the Cayman Islands or Hong Kong based on U.S.or otherforeign laws against us,our management or the experts named in the prospectus.You may face difficulties in protecting your interests,and your ability to protect

246、your rights through U.S.courts may be limited,because we are incorporated under Cayman Islands law.It may be difficult to enforce a judgment of U.S.courts for civil liabilities under U.S.federal securities laws against us,our directors or officers in the Cayman Islands and Hong Kong.We employ a mail

247、 forwarding service,which may delay or disrupt our ability to receive mail in a timely manner.We could become a passive foreign investment company,or PFIC,for United States federal income tax purposes for any taxable year,which could subject United States investors in our sharesto significant advers

248、e United States income tax consequences.We do not expect to pay dividends in the foreseeable future after this Offering.You must rely on price appreciation of the Ordinary Shares for return on your investment.New climate-related disclosure obligations in proposed SEC rule amendments could have uncer

249、tain impacts on our business,impose additional reporting obligations on us,and increase ourcosts.We are subject to changing law and regulations regarding regulatory matters,corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.For a detailed des

250、cription of the risks above,please refer to pages 29 38.6 List of Approvals or Permits In the opinion of our Hong Kong counsel,David Fong&Co.,we and our subsidiaries have received all requisite permissions or approvals and no permissions or approvals have been denied.As confirmed by our PRC Counsel,

251、China Commercial Law Firm,based on their understanding of the PRC laws and regulations currently in effect,as of the date of this prospectus,neither we nor ourOperating Subsidiaries,is subject to the M&A Rules,the Trial Measures,the Measures or the regulations or policies that have been issued by th

252、e CSRC or the CAC as of the date of this prospectus,norare we currently covered by permission requirements from the CSRC,the CAC or any other PRC governmental agency that is required to approve our listing on the U.S.exchanges and offeringsecurities.Hence,based on the foregoing,since we are not subj

253、ect to the regulations or policies issued by the CAC to date,we believe that we are currently not required to be compliant with suchregulations and policies issued by the CAC as of the date of this prospectus.Further,as of the date of this prospectus,neither we nor our Operating Subsidiaries has eve

254、r applied for any such permissionor approval,as we currently are not subject to the M&A Rules or the regulations and policies issued by the CAC.If we or our subsidiaries:(i)do not receive or maintain such permissions or approvals,(ii)inadvertently conclude that such permissions or approvals are not

255、required,or(iii)applicable laws,regulations,or interpretations change and we and/or our subsidiaries are required to obtain such permissions or approvals in the future,the relevant governmental authorities would have broad discretion in dealingwith such violation,including levying fines,confiscating

256、 our and/or our subsidiaries income,revoking our or our subsidiaries business licenses or operating licenses,discontinuing or placing restrictionsor onerous conditions on our operations,requiring us to undergo a costly and disruptive restructuring,restricting or prohibiting our use of proceeds from

257、our Offering to finance our or our subsidiariesbusiness and operations,and taking other regulatory or enforcement actions that could be harmful to our or our subsidiaries business.Any of these actions could cause significant disruption to our or oursubsidiaries business operations and severely damag

258、e our or our subsidiaries reputation,which would in turn materially and adversely affect our or our subsidiaries business,financial condition andresults of operations.Transfers of Cash to and from Our Subsidiaries Our business is conducted by the Operating Subsidiaries,our indirectly wholly-owned en

259、tities in Hong Kong.Ming Shing Group Holdings Limited,the Cayman Islands holding company will rely ondividends paid by its subsidiaries,namely MS(HK)Construction Engineering Limited,our wholly-owned British Virgin Islands subsidiary and its wholly-owned Hong Kong subsidiaries,namely theOperating Sub

260、sidiaries,for Ming Shing Group Holdings Limiteds working capital and cash needs,including the funds necessary to pay any dividends.Ming Shing Group Holdings Limited and MS(HK)Construction Engineering Limited are essentially Cayman Islands and British Virgin Islands holding companies,respectively.Onl

261、y our Operating Subsidiaries operate in Hong Kong.During the normal course of our business,cash may be transferred between our companies via wire transfer to and from bank accounts to pay certain business expenses,as loans or capital contribution.Cash is maintained by our Operating Subsidiaries,in 1

262、1 separate Hong Kong Dollar bank accounts in Hong Kong.We have applied to open Hong Kong Dollar savings and current bank accounts andforeign currency savings and current bank accounts in Hong Kong for Ming Shing Group Holdings Limited.MS(HK)Construction Engineering Limited has no bank account.As of

263、the current date,none of our companies has distributed any cash dividends or made any cash distributions.As of the date of this prospectus,there are no restrictions or limitation under the laws ofHong Kong imposed on the conversion of HK$into foreign currencies and the remittance of currencies out o

264、f Hong Kong or across borders and to U.S investors.The PRC laws and regulations do notcurrently have any material impact on transfer of cash from Ming Shing Group Holdings Limited to our Operating Subsidiaries nor our Operating Subsidiaries to Ming Shing Group Holdings Limited,our shareholders or U.

265、S.investors.However,in the future,funds may not be available to fund operations or for other use outside of Hong Kong,due to the imposition of restrictions and limitations on,our ability or on our subsidiarys ability by the PRC government to transfer cash.Any limitation on the ability of our subsidi

266、ary to make payments to us could have a material adverse effect on our abilityto conduct our business and might materially decrease the value of our Ordinary Shares or cause them to be worthless.Currently,all of our operations are in Hong Kong through our OperatingSubsidiaries.We do not have or inte

267、nd to set up any subsidiary or enter into any contractual arrangements to establish a variable interest entity,or VIE,structure with any entity in mainland China.SinceHong Kong is a special administrative region of the PRC and the basic policies of the PRC regarding Hong Kong are reflected in the Ba

268、sic Law of the Hong Kong Special Administrative Region of thePeoples Republic of China,or the Basic Law,providing Hong Kong with a high degree of autonomy and executive,legislative and independent judicial powers,including that of final adjudication underthe principle of“one country,two systems”.The

269、 PRC laws and regulations do not currently have any material impact on transfer of cash from Ming Shing Group Holdings Limited to our OperatingSubsidiaries or our Operating Subsidiaries to Ming Shing Group Holdings Limited and the investors in the U.S.However,the Chinese government may,in the future

270、,impose restrictions or limitations onour ability to transfer money out of Hong Kong,to distribute earnings and pay dividends to and from the other entities within our organization,or to reinvest in our business outside of Hong Kong.Suchrestrictions and limitations,if imposed in the future,may delay

271、 or hinder the expansion of our business to outside of Hong Kong and may affect our ability to receive funds from our operatingsubsidiaries in Hong Kong.The promulgation of new laws or regulations,or the new interpretation of existing laws and regulations,in each case,that restrict or otherwise unfa

272、vorably impact the abilityor way we conduct our business,could require us to change certain aspects of our business to ensure compliance,which could decrease demand for our services,reduce revenues,increase costs,requireus to obtain more licenses,permits,approvals or certificates,or subject us to ad

273、ditional liabilities.To the extent any new or more stringent measures are required to be implemented,our business,financial condition and results of operations could be adversely affected and such measured could materially decrease the value of our Ordinary Shares,potentially rendering it worthless.

274、Since Ming Shing Group Holdings Limited was recently incorporated,there has not been,to date,any transfers,dividends,or distributions between the holding company,Ming Shing Group HoldingsLimited and its subsidiaries or to its investors.MS(HK)Construction Engineering Limited and our Operating Subsidi

275、aries are permitted under the relevant laws of British Virgin Islands and Hong Kong,respectively,to provide funding throughdividend distribution without restrictions on the amount of the funds.There are no restrictions on dividends transfers from Hong Kong to the Cayman Islands and to U.S.investors.

276、Our Corporate Structure We are a Cayman Islands company that wholly owns our British Virgin Islands subsidiary,MS(HK)Construction Engineering Limited,which in turn,wholly owns our Hong Kong OperatingSubsidiaries.The following diagram illustrates our corporate structure as of the date of this prospec

277、tus and on completion of the Offering.For further details on our corporate history,please refer to the section titled“Our Corporate History and Structure”appearing on page 79 of this prospectus.7 Pre-Offering Notes:(1)Ming Shing Group Holdings Limited,a Cayman Islands company,is the holding company

278、and registrant.(2)MS(HK)Construction Engineering Limited,a British Virgin Islands company,is the holding company of our Operating Subsidiaries.(3)MS(HK)Engineering Limited,a Hong Kong company,is one of our Operating Subsidiaries.(4)MS Engineering Co.,Limited,a Hong Kong company,is one of our Operati

279、ng Subsidiaries.8 Post-Offering Notes:(1)Ming Shing Group Holdings Limited,a Cayman Islands company,is the holding company and registrant.(2)MS(HK)Construction Engineering Limited,a British Virgin Islands company,is the holding company of our Operating Subsidiaries.(3)MS(HK)Engineering Limited,a Hon

280、g Kong company,is one of our Operating Subsidiaries.(4)MS Engineering Co.,Limited,a Hong Kong company,is one of our Operating Subsidiaries.9 Corporate Information Our Company was incorporated in the Cayman Islands on August 2,2022.Our registered office in the Cayman Islands is located at Ogier Globa

281、l(Cayman)Limited,89 Nexus Way,Camana Bay,GrandCayman,KY1-9009.One principal executive office is located at 8/F,Cheong Tai Industrial Building,16 Tai Yau Street,San Po Kong,Kowloon,Hong Kong and our phone number is+852 2370 3788.We maintain a corporate website at http:/.hk/.The information contained

282、in,or accessible from,our website or any other website does not constitute a part of this prospectus.Our agent for service of process in the United States is Cogency Global Inc.,located at 122 East 42nd Street,18th Floor,New York,NY 10168,with the telephone number+1(800)221-0102.Because we are incor

283、porated under the laws of the Cayman Islands,you may encounter difficulty protecting your interests as a shareholder,and your ability to protect your rights through the U.S.federalcourt system may be limited.Please refer to the sections entitled“Risk Factors”and“Enforcement of Civil Liabilities”for

284、more information.Implications of Our Being an“Emerging Growth Company”We are an“emerging growth company,”as defined in the Jumpstart Our Business Startups Act(the“JOBS Act”),and we are eligible to take advantage of certain exemptions from various reporting andfinancial disclosure requirements that a

285、re applicable to other public companies,that are not emerging growth companies,including,but not limited to,(1)presenting only two years of audited financialstatements and only two years of related managements discussion and analysis of financial condition and results of operations in this prospectu

286、s,(2)not being required to comply with the auditorattestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002(the“Sarbanes-Oxley Act”),(3)reduced disclosure obligations regarding executive compensation in our periodic reports andproxy statements,and(4)exemptions from the requirements o

287、f holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments notpreviously approved.We intend to take advantage of these exemptions.As a result,investors may find investing in our Ordinary shares less attractive.In addition,Section 107 of

288、the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B)of the Securities Act of1933,as amended(the“Securities Act”),for complying with new or revised accounting standards.As a result,an emerging growth company can

289、 delay the adoption of certain accounting standards untilthose standards would otherwise apply to private companies.We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of o

290、ther reducedreporting requirements in future filings.As a result,the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you holdequity interests.We may take advantage of these provisions for up to five years or such

291、earlier time that we are no longer an emerging growth company.We have elected to avail ourselves of the extended transition period for implementing new or revised financial accounting standards.We will remain an emerging growth company until the earliest of(i)the last day of the fiscal year during w

292、hich we have total annual gross revenues of at least US$1.235 billion;(ii)the last day of ourfiscal year following the fifth anniversary of the completion of this offering;(iii)the date on which we have,during the preceding three-year period,issued more than US$1.0 billion in non-convertibledebt;or(

293、iv)the date on which we are deemed to be a“large accelerated filer”under the Securities Exchange Act of 1934,as amended,or the Exchange Act,which would occur if the market value of ourOrdinary Shares that are held by non-affiliates exceeds US$700 million as of the last business day of our most recen

294、tly completed second fiscal quarter.Once we cease to be an emerging growthcompany,we will not be entitled to the exemptions provided in the JOBS Act discussed above.Implications of Being a Foreign Private Issuer We are a foreign private issuer within the meaning of the rules under the Securities Exc

295、hange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicableto United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently,as a U.S.domestic public company;for interim reporting,we are pe

296、rmitted to comply solely with our home country requirements,which are less rigorous than the rules that apply to U.S.domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD a

297、imed at preventing issuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents or authorizations in respect of a security registered under the Exchange Act;and we are not require

298、d to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability forprofits realized from any“short-swing”trading transaction.10 Implications of Being a Controlled Company Upon the completion

299、of this Offering,we will be a“controlled company”as defined under the Nasdaq Stock Market Rules because we expect that our Chairman and Chief Executive Officer,Mr.ChiMing Lam will hold 75%of our total issued and outstanding Ordinary Shares,i.e.,he will own a majority of our total issued and outstand

300、ing Ordinary Shares and will be able to exercise 75%of the totalvoting power of our issued and outstanding share capital.For so long as we remain a“controlled company,”we are permitted to elect to rely,and may so rely,on certain exemptions from corporategovernance rules,including:an exemption from t

301、he rule that a majority of our board of directors must be independent directors;an exemption from the rule that the compensation of our chief executive officer must be determined or recommended solely by independent directors;and an exemption from the rule that our director nominees must be selected

302、 or recommended solely by independent directors.As a result,you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.Although we do not intend to rely on the“controlled company”exemption under the Nasdaq Stock Market Rule

303、s,we could elect to rely on it in the future.If we elected to rely on the“controlledcompany”exemption,a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might notconsist entirely of independen

304、t directors upon the completion of this Offering.Our status as a“controlled company”could cause our Ordinary Shares to look less attractive to certain investors orotherwise harm our trading price.As a result,the investors will not have the same protection afforded to shareholders of companies that a

305、re subject to these corporate governance requirements.Pleaserefer to the paragraph titled“Risk Factors Our significant shareholder has considerable influence over our corporate matters.”Offering Summary Following completion of our initial public offering,ownership of Ming Shing Group Holdings Limite

306、d,will be as follows:Ordinary Shares purchased Number Percent Existing shareholder 11,250,000 75%New investors 3,750,000 25%15,000,000 100%11 THE OFFERING Issuer Ming Shing Group Holdings Limited.Price per Ordinary Share$4.00 per Ordinary Share.Ordinary Shares offered by us 3,750,000 Ordinary Shares

307、.Ordinary Shares Outstanding Prior to Completion of Offering 11,250,000 Ordinary Shares.Ordinary Shares Outstanding immediately after this Offering 15,000,000 Ordinary Shares,assuming no exercise of the underwriters over-allotment option.Over-allotment option We have granted the underwriters the rig

308、ht to purchase up to an additional 562,500 Ordinary Sharesfrom us from 45 days of the Effective Date of this prospectus,to cover over-allotments,if any,inconnection with the offering.Listing We intend to list our Ordinary Shares on the Nasdaq Capital Market under the symbol“”.Gross Proceeds received

309、 by us$15,000,000 Nasdaq Capital Market Symbol We intend to reserve the symbol.Use of Proceeds We estimate that we will receive net proceeds from this Offering of up to$11,771,589,based on theprice to the public in this Offering of$4.00 and after deducting underwriting fees and commissionsand estima

310、ted offering expenses,and assuming no exercise of the over-allotment option.We intend to use the proceeds from this Offering for expanding our workforce,repayment of bankborrowings and finance leases,strengthening our set of equipment,procuring an enterprise resourcesplanning system and working capi

311、tal.Please refer to the section titled“Use of Proceeds”.Risk Factors Investing in our Ordinary Shares involves a high degree of risk and purchasers of our OrdinaryShares may lose part or all of their investment.Please refer to the section titled“Risk Factors”for adiscussion of factors you should car

312、efully consider before deciding to invest in our Ordinary Sharesbeginning on page 15.Lock-Up and Right of First Refusal We,our directors,officers,and all existing shareholders who own 5%or more of the issued andoutstanding Ordinary Shares as of the Effective Date of the Registration Statement will e

313、nter intocustomary lock-up agreements with the underwriters for a period of six(6)months from the date ofthe Offering and each of the Company and any successors of the Company agree not to offer,sell,orotherwise transfer or dispose of,directly or indirectly,any Ordinary Shares or any securitiesconve

314、rtible into or exercisable or exchangeable for Ordinary Shares of the Company or file or causeto be filed any registration statement with the SEC relating to the offering of any Ordinary Shares ofthe Company or any securities convertible or exchangeable for Ordinary Shares of the Company fora period

315、 of up to three(3)months from the closing of the Offering.Please refer to the sections titled“Shares Eligible for Future Sale”and“Underwriting”.In addition,the Company agrees to grant the representative a right of first refusal(the“Right ofFirst Refusal”),exercisable at the sole discretion of the re

316、presentative for twelve(12)months fromthe closing day of this Offering,to provide investment banking service to the Company on terms thatare the same or more favorable to the Company comparing to terms offered to the Company by otherunderwriters or placement agents,which right is exercisable in PCSs

317、 sole discretion.For thesepurposes,the investment banking service includes,without limitation,a)acting as lead manager forany underwritten public offering and(b)acting as placement agent or initial purchaser in connectionwith any private offering of securities of the Company.Please refer to the sect

318、ion titled“Underwriting”.Payment and settlement The underwriters expect to deliver the Ordinary Shares against payment on .Dividend Policy We have no present plans to declare dividends and plan to retain our earnings to continue to grow ourbusiness.Transfer agent We are in the process of appointing

319、Odyssey Trust Company as our transfer agent.12 Summary Financial Data The following summary presents consolidated statements of operations and cash flow data for the six months ended September 30,2022 and the fiscal years ended March 31,2022 and 2021 and the summaryconsolidated balance sheet data as

320、 of September 30,2022 and March 2022 and 2021,which have been derived from our consolidated financial statements included elsewhere in this prospectus.You shouldread this section in conjunction with our audited financial statements and the accompanying notes and the section titled“Managements Discus

321、sion and Analysis of Financial Condition and Results ofOperations”included elsewhere in this prospectus.Our consolidated financial statements are prepared and presented in accordance with United States generally accepted accounting principles,or U.S.GAAP.Our consolidated financial statements have be

322、en prepared as if the current corporate structure has been in existence throughout the periods presented.Results of Operations Data:For the six months endedSeptember 30,2022 For the yearended March 31,2022 For the yearended March 31,2021 USD USD USD (unaudited)Revenue 10,812,021 14,383,980 6,154,135

323、 Cost of revenue (8,834,811)(11,755,111)(5,034,327)Gross profit 1,977,210 2,628,869 1,119,808 Operating expenses General and administrative expenses (300,248)(512,650)(357,604)Total operating expenses (300,248)(512,650)(357,604)Income from operations 1,676,962 2,116,219 762,204 Other income(expense)

324、Interest expense,net (81,779)(74,574)(86,647)Other income 523,257 78,960 687,517 Total other income,net 441,478 4,386 600,870 Income before tax expense 2,118,440 2,120,605 1,363,074 Income tax expense (255,001)(317,096)(90,352)Net income and total comprehensive income 1,863,439 1,803,509 1,272,722 N

325、et income per share attributable to ordinary shareholders Basic and diluted 0.17 0.22 0.23 Weighted average number of ordinary shares used in computing net incomeper share Basic and diluted 11,250,000 8,136,986 5,625,000 13 Balance Sheet Data:As of September 30,As of March 31,As of March 31,2022 202

326、2 2021 USD USD USD (unaudited)Cash and cash equivalents 407,086 217,792 314,538 Accounts receivable,net 2,965,421 3,769,640 313,994 Contract assets 2,404,010 749,504 680,467 Total current assets 6,116,705 5,288,438 2,055,747 Total non-current assets 558,023 310,506 363,921 Total assets 6,674,728 5,5

327、98,944 2,419,668 Total current liabilities 4,440,318 3,959,650 1,075,308 Total non-current liabilities 1,493,265 1,479,537 886,048 Total liabilities 5,933,583 5,439,187 1,961,356 Total shareholders equity 741,145 159,757 458,312 Statements of Cash Flows Data:For the six monthsended September 30,2022

328、 For the yearended March 31,2022 For the yearended March 31,2021 USD USD USD (unaudited)Cash(used in)provided by operating activities 759,357 (151,558)636,058 Cash provided by investing activities 35,897 56,390 3,341 Cash used in financing activities (605,960)(1,578)(349,552)Net change in cash and c

329、ash equivalents 189,294 (96,746)289,847 Cash and cash equivalents as of beginning of the period 217,792 314,538 24,691 Cash and cash equivalents as of the end of the period 407,086 217,792 314,538 14 RISK FACTORS Investment in our securities involves a high degree of risk.You should carefully consid

330、er the risks described below together with all of the other information included in this prospectus before making aninvestment decision.The risks and uncertainties described below represent our known material risks to our business.If any of the following risks actually occurs,our business,financial

331、condition or resultsof operations could suffer.In that case,you may lose all or part of your investment.You should not invest in this offering unless you can afford to lose your entire investment.Risks Related to Our Corporate Structure We rely on dividends and other distributions on equity paid by

332、the Operating Subsidiaries to fund any cash and financing requirements we may have,and any limitation on the ability of the OperatingSubsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.In the future,funds may not be available to fund operat

333、ions or for other use outside ofHong Kong,due to the imposition of restrictions and limitations on,our ability or our subsidiary by the PRC government to transfer cash.Ming Shing Group Holdings Limited is a holding company,and we rely on dividends and other distributions on equity paid by the Operating Subsidiaries for our cash and financing requirements,includingthe funds necessary to pay dividen