Ming Shing Group Holdings Limited Signs Stock Purchase, Note Purchase and Convertible Promissory Agreements

(SeaPRwire) –   Hong Kong, May 26, 2026 – Ming Shing Group Holdings Limited (the “Company” or “Ming Shing”) (NASDAQ: MSW), a Hong Kong-based company primarily engaged in wet trades works with a mission to become the leading wet trades works service provider in Hong Kong, releases a key update on its business development.

Ming Shing is pleased to announce that it has signed a stock purchase agreement (the “SPA”) with PMA Technology Holdings Limited, Legend Master Development Limited and F.F.Formation Holding Co. Ltd (each individually a “Seller”, and collectively the “Sellers”) to acquire the full 100% of issued share capital of PMA Nano Carbon Tech Limited, an exempted limited company registered under the laws of the British Virgin Islands (the “Target Company”). The total purchase price for the acquisition is US$110,000,000, which will be settled by the Company through the issuance of unsecured convertible promissory notes to the Sellers with an identical total principal amount.

The Target Company owns the entire issued share capital of PMA Nano Carbon Technology Pte. Ltd., a private share-limited company incorporated under Singaporean law (“PMA Singapore”). PMA Singapore is designed to act as an international commercialization platform for graphene-based thermal management technologies. Its planned business will center on the research, development, application and sales of graphene heating and heat dissipation materials, intelligent temperature control systems and related thermal management solutions. These technologies are expected to have promising potential applications across the AI sector, including GPU cooling hardware, new energy vehicles and two-wheelers, healthcare products, smart wearable devices and other high-performance electronic devices. PMA Singapore also owns, or holds licenses to use, a number of patent rights and proprietary technologies related to graphene materials and thermal management applications, which are expected to support the Target Company’s product development and expansion into international markets.

The total consideration due under the SPA consists of convertible promissory notes issued by the Company with an aggregate original principal amount of US$110,000,000, allocated to the Sellers as follows: (i) US$66,000,000 to PMA Technology Holdings Limited; (ii) US$24,200,000 to Legend Master Development Limited; and (iii) US$19,800,000 to F.F.Formation Holding Co. Ltd, respectively (the “Notes”). The Notes will be issued pursuant to a note purchase agreement (the “NPA”) with the Sellers covering the issuance of the Notes. The NPA will be executed, and the Notes issued, at the closing of the SPA. The Notes have no fixed maturity date and will remain active unless and until they are converted, redeemed, repurchased or cancelled. Under the terms of the NPA, the Company and the Sellers have agreed that the principal amount of the convertible promissory notes makes up the full purchase price owed by the Company under the SPA and will be satisfied entirely through the issuance of the convertible promissory notes. Each holder of the Notes (a “Note Holder”) will be entitled to convert any portion of their outstanding unpaid principal balance into fully paid and non-assessable ordinary shares of the Company (the “Ordinary Shares”) at a conversion price of US$0.99 per Ordinary Share. Note Holders do not have the right to convert any portion of their Notes if, immediately after the conversion, the applicable Note Holder, together with its affiliates, would directly or indirectly beneficially own more than 9.99% of the total number of Ordinary Shares then issued and outstanding.

The closing of the acquisition outlined in the SPA, as well as the execution of the NPA and issuance of the Notes, are subject to a number of closing conditions, including formal approval from Nasdaq. The Company currently expects the transaction will close within one month of the SPA signing date. The Company cannot guarantee that the transaction will close, or that it will close within the projected timeline.

About Ming Shing Group Holdings Limited

Ming Shing Group Holdings Limited is a Hong Kong-based company primarily focused on wet trades works, including plastering works, tile laying works, brick laying works, floor screeding works and marble works. With the goal of becoming the leading wet trades works services provider in Hong Kong, the Company works to deliver high-quality services that align with its customers’ quality standards, requirements and specifications. The Company operates its business through two wholly-owned Hong Kong operating subsidiaries, MS (HK) Engineering Limited and MS Engineering Co. Limited. MS (HK) Engineering Limited is a registered subcontractor and registered specialist trade contractor under the Construction Industry Council’s Registered Specialist Trade Contractors Scheme, and takes on both private and public sector projects, while MS Engineering Co., Limited focuses primarily on private sector projects. For more information, please visit the Company’s website: https://ir.ms100.com.hk.

Forward-Looking Statements

Certain statements included in this announcement are forward-looking statements. These forward-looking statements carry known and unknown risks and uncertainties, and are based on the Company’s current expectations and projections about future events that could impact its financial condition, operating results, business strategy and financial needs. Investors can identify many (though not all) of these statements through the use of terms such as “aim”, “anticipate”, “believe”, “estimate”, “expect”, “going forward”, “intend”, “may”, “plan”, “potential”, “predict”, “propose”, “seek”, “should”, “will”, “would” or other similar expressions in this press release. The Company takes on no obligation to publicly update or revise any forward-looking statements to reflect subsequent events or circumstances, or changes in its expectations, unless required to do so by law. Forward-looking statements include statements related to the closing of the SPA and NPA, the issuance of the Notes, Nasdaq approval for the transactions contemplated by the SPA, NPA and Notes, the conversion of the Notes and the expected timeline for the transaction’s closing. While the Company believes the expectations stated in these forward-looking statements are reasonable, it cannot guarantee that these expectations will prove correct, and the Company cautions investors that actual results may differ materially from anticipated results. The Company also encourages investors to review additional factors that may impact its future results in the Company’s registration statement and other filings with the SEC.

For more information, please contact:
Ming Shing Group Holdings Limited
Investor Relations Department
Email: ir@ms100.com.hk