F-1/A 1 formf-1a.htm

 

As filed with the U.S. Securities and Exchange Commission on June 7, 2024.

 

Registration No. 333-272861

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 7

to

Form F-1

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

Ming Shing Group Holdings Limited

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   1700   Not Applicable

(State or Other Jurisdiction of

Incorporation or Organization)

  

(Primary Standard Industrial

Classification Code Number)

  

(I.R.S. Employer

Identification No.)

 

Ming Shing Group Holdings Limited

8/F, Cheong Tai Factory Building

16 Tai Yau Street

San Po Kong, Kowloon

Hong Kong

+852 2370 3788

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

Phone: +1 (800) 221-0102

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With a Copy to:

 

Daniel D. Nauth

Nauth LPC

217 Queen Street W,

Toronto, ON

M5H 1P4

Canada

+1 (416) 477-6031

      

Fang Liu, Esq.

VCL Law LLP

1945 Old Gallows Road,

Suite 260

Vienna, VA 22182

United States

+1 (703) 919-7285

 

Approximate date of commencement of proposed sale to the public: As soon as 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 additional 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 the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration 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 and list the Securities Act registration statement number of the earlier effective registration 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 growth 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 for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

† 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 effective date until the Registrant shall file a further amendment which specifically 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 effective on such date as the Securities 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 is effective. 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.

 

 

 

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 7 is being filed solely for the purpose of filing exhibit 4.1, Specimen Ordinary Share Certificate, to update Schedule A of exhibit 1.1, Form of Underwriting Agreement, and to amend and restate the exhibit index set forth in Part II of the Registration Statement. No changes have been made to the Registration Statement other than as detailed in this explanatory note as well as revised versions of the cover page and Part II of the Registration Statement. This Amendment No. 7 does not contain a copy of the prospectus or the resale prospectus included in the Registration Statement, which remains unchanged from Amendment No. 5 to the Registration Statement filed on May 10, 2024, and consists only of the cover page, this explanatory note, and Part II of the Registration Statement.

 

 

 

 

Part II.
Information Not Required in Prospectus

 

Item 6. Indemnification of Directors and Officers

 

We will enter into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our Company.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. We will enter into certain directors’ and officers’ liability insurance policies upon listing.

 

Item 7. Recent Sales of Unregistered Securities

 

Prior to the date of this Prospectus, we issued certain number of Ordinary Shares to Mr. Chi Ming Lam pursuant to the exemption from registration available under Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder. No underwriters were involved in these issuances of securities:

 

On August 2, 2022, the Company was incorporated in the Cayman Islands and issued 50,000 ordinary shares at par value of US$1 to Mr. Chi Ming Lam. On August 17, 2022, MS (HK) Construction Engineering Limited (“MSC”) was incorporated in the British Virgin Islands as a wholly owned subsidiary of the Company. On November 25, 2022, MSC entered into share exchange agreements with the Company and Mr. Chi Ming Lam. Pursuant to the share exchange agreements, the Company issued 11,249 ordinary shares at par value of US$1 to Mr. Chi Ming Lam in exchange of 100% ownership of MS (HK) Engineering Limited and MS Engineering Co., Limited via MSC. Upon completion of the above share exchange, MS (HK) Engineering Limited and MS Engineering Co., Limited became direct wholly-owned subsidiaries of MSC. On November 25, 2022, Mr. Chi Ming Lam proposed to surrender 49,999 shares to the Company for cancellation, and the Company approved the surrender and cancellation of such shares on December 2, 2022. On December 5, 2022, Mr. Chi Ming Lam, the then sole shareholder of our Company resolved and approved a subdivision of each of the issued and unissued shares with a par value of USD1 each into 2,000 shares with a par value of USD0.0005 each as part of the Company’s reorganization (the “Share Subdivision”). Subsequent to the Share Subdivision, the authorized share capital of the Company shall become USD50,000 divided into 100,000,000 ordinary shares with a par value of USD0.0005 each, of which 22,500,000 Ordinary Shares were held by Mr. Chi Ming Lam. Mr. Chi Ming Lam proposed to surrender 6,450,000 shares to the Company for cancellation, and the Company approved the surrender and cancellation of such shares on December 8, 2022. Mr. Chi Ming Lam proposed to surrender 2,925,000 shares to the Company for cancellation, and the Company approved the surrender and cancellation of such shares on June 2, 2023. Mr. Chi Ming Lam proposed to surrender 375,000 shares to the Company for cancellation, and the Company approved the surrender and cancellation of such shares on June 12, 2023. Mr. Chi Ming Lam proposed to surrender 1,500,000 shares to the Company for cancellation, and the Company approved the surrender and cancellation of such shares on June 15, 2023. Subsequently, Mr. Chi Ming Lam holds 11,250,000 Ordinary Shares of the Company with a par value of USD0.0005.

 

Item 8. Exhibits and Financial Statement Schedules

 

(a) The following documents are filed as part of this registration statement:

 

See the Exhibit Index attached to this registration statement, which is incorporated by reference herein.

 

(b) Financial Statement Schedules

 

Schedules have been omitted because the information required to be set forth therein is not applicable or has been included in the consolidated financial statements or notes thereto.

 

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Item 9. Undertakings

 

The undersigned registrant hereby undertakes:

 

  (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

  (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;

 

  (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

 

  (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

 

  (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

  (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

  (4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3

 

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  (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

 

  (i) If the registrant is relying on Rule 430B:

 

  A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
     
  B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness of the date of the first contract or sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date and underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

 

  ii. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

  (6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

  (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

  (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

  (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

  (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

  (7) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

 

Insofar as indemnification for liabilities arising under the Securities may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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EXHIBIT INDEX

 

Exhibit Number

  

Description

     
1.1*   Form of Underwriting Agreement
     
3.1***   Articles of Association of Ming Shing Group Holdings Limited
     
3.2***   Memorandum of Association of Ming Shing Group Holdings Limited
     
3.3***   Amended and Restated Articles of Association of Ming Shing Group Holdings Limited
     
3.4***   Amended and Restated Memorandum of Association of Ming Shing Group Holdings Limited
     
4.1*   Specimen Ordinary Share Certificate
     
5.1***   Opinion of Ogier as to the validity of the Ordinary Shares

 

5.2***   Opinion of David Fong & Co. as to the Laws and Regulations of Hong Kong (included in Exhibit 8.2)
     
8.1***   Opinion of Polaris Tax Counsel Regarding U.S. Tax Matters
     
8.2***   Opinion of David Fong & Co. Regarding Hong Kong Tax Matters
     
10.1***   Office Lease
     
10.2***   Form of Indemnification Agreement between Ming Shing Group Holdings Limited and its directors and executive officers
     
10.3***   Form of Director Agreement between Ming Shing Group Holdings Limited and its director, CEO, and chairman of the board, Chi Ming Lam
     
10.4***   Form of Employment Agreement between Ming Shing Group Holdings Limited and its CFO, Pik Chun Lin
     
10.5***   Form of Independent Director Agreement between Ming Shing Group Holdings Limited and each director nominee
     
21.1***   List of Subsidiaries
     
23.1* **   Consent of ZH CPA, LLC
     
23.2***   Consent of Ogier
     
23.3***   Consent of David Fong & Co. (included in Exhibit 8.2)
     
23.4***   Consent of China Commercial Law Firm (included in Exhibit 99.2)
     
23.5***  

Consent of Frost & Sullivan

     
24.1*   Power of Attorney (included in signature page to Registration Statement)
     
99.1***   Frost & Sullivan Report
     
99.2***  

Opinion of China Commercial Law Firm regarding certain PRC matters

     
99.3***   Consent of Wai Chun Chik
     
99.4***   Consent of Dongjie Lao
     
99.5***   Consent of Yu Yuan
     
99.6***   Code of Business Conduct and Ethics of Ming Shing Group Holdings Limited
     
99.7***   Representation Pursuant to Item 8.A.4 of Form 20-F
     
99.8***   Representation Pursuant to Item 8.A.4 of Form 20-F
     
107***   Filing Fee Table

 

 

* Filed herewith.

*** Previously filed.

 

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Signatures

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hong Kong on this 7th day of June, 2024.

 

  Ming Shing Group Holdings Limited
     
    /s/ Chi Ming Lam
     
  Name: Chi Ming Lam
     
  Title: Chairman of the Board and Chief Executive Officer
     
    /s/ Pik Chun Lin
     
  Name: Pik Chun Lin
     
  Title: Chief Financial Officer

 

Power of Attorney

 

KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below hereby constitutes and appoints Chi Ming Lam and Pik Chun Lin, as his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, increasing the number of shares for which registration is sought, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, making such changes in this registration statement as such attorneys-in-fact and agents so acting deem appropriate, with the SEC, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done with respect to the offering of securities contemplated by this registration statement, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
/s/ Chi Ming Lam  

 

Chairman of the Board of Directors and Chief Executive Officer

   June 7, 2024
Name: Chi Ming Lam   (Principal Executive Officer)    
         
/s/ Pik Chun Lin   Chief Financial Officer   June 7, 2024
Name: Pik Chun Lin   (Principal Financial Officer)    
         
/s/ Chi Hei Tsoi   Chief Accounting Officer   June 7, 2024
Name: Chi Hei Tsoi   (Principal Accounting Officer)    
         
/s/ Wai Chun Chik   Independent Director   June 7, 2024
Name: Wai Chun Chik        
         
/s/ Dongjie Lao   Independent Director   June 7, 2024
Name: Dongjie Lao        
         
/s/ Yu Yuan   Independent Director   June 7, 2024
Name: Yu Yuan        

 

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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant’s duly authorized representative has signed this registration statement on Form F-1 in the City of New York, State of New York, on June 7, 2024.

 

  Authorized U.S. Representative — Cogency Global Inc.
     
  By: /s/ Colleen A. De Vries
  Name: Colleen A. De Vries
  Title: Senior Vice President on behalf of Cogency Global Inc.

 

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