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April 5, 2023
Chi Ming Lam
Chief Executive Officer and Chairman
Ming Shing Group Holdings Ltd
8/F, Cheong Tai Factory Building
16 Tai Yau Street
San Po Kong, Kowloon
Hong Kong
Re:Ming Shing Group Holdings Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted March 20, 2023
CIK No. 0001956166
Dear Chi Ming Lam:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted March 20, 2023
Cover page
1.We note your disclosure that your auditor is not is not headquartered in mainland China or
in Hong Kong. Please revise your cover page to clearly state where your auditor is
headquartered.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
50
2.We note your response to comment 16. It is not clear to us how you were able to conclude

 FirstName LastNameChi Ming Lam
 Comapany NameMing Shing Group Holdings Ltd
 April 5, 2023 Page 2
 FirstName LastNameChi Ming Lam
Ming Shing Group Holdings Ltd
April 5, 2023
Page 2
that there are no accounting areas that involve significant judgement or estimates that may
have a material impact on your financial condition or results of operations. For example,
we note your disclosure on page F-12 that the measurement of the expected credit loss
allowance for financial assets measured at amortized cost is an area that requires the use
of significant assumptions about future economic conditions and credit behavior, and that
a number of significant judgements are also required in applying the accounting
requirements for measuring expected credit loss, such as determining the criteria for
significant increase in credit risk and the choice of appropriate models and assumptions
for measurement of expected credit loss. We note your disclosure on page F-16 that the
nature of your revenue contracts give rise to several types of variable consideration,
including unpriced change orders and claims, liquidated damages and penalties. It appears
that the Company estimates the amount of revenue to be recognized related to
such variable consideration using the expected value or the most likely amount method,
whichever is expected to better predict the amount. Your accounting policies in the
aforementioned areas include the use of estimates which ultimately may result in a
material impact on your financial condition or results of operations. As such, we are
reissuing our prior comment. Please revise to disclose critical accounting estimatesthat
have had or are reasonably likely to have a material impact on your financial condition or
results of operations consistent with the requirements of Item 303(b)(3) of Regulation S-
K.
Acquisition of MS Engineering Co., Limited, page 61
3.We note your new disclosure that Mr. Chi Ming Lam purchased all of the shares and
became sole shareholder of MSE on October 20, 2021. Please describe what further
transactions took place that gave ownership of MSE to the company.
Calls on Shares and Forfeiture or Surrender of Shares, page 102
4.It remains unclear why ordinary shares to be sold in this offering through a firm
commitment underwriting would be subject to capital calls in respect of "any monies
unpaid on their shares including any premium." Please tell us how a purchaser of shares in
this offering could have any monies unpaid on their shares, and explain the "premium"
that you refer to, as the shares are to be sold at a stated fixed price, according to disclosure
on your cover page. Please also explain how counsel's opinion that the shares will be
validly issued, fully-paid and non-assessable is consistent with amounts being unpaid on
the shares or with there being a premium.
Signatures, page II-5
5.In response to our comment 31, we note the inclusion of the Chief Financial Officer's
signature. In addition to the signature of the Chief Financial Officer, please include the
signature of your controller or principal accounting officer.  See Instruction 1 to
Signatures in Form F-1.

 FirstName LastNameChi Ming Lam
 Comapany NameMing Shing Group Holdings Ltd
 April 5, 2023 Page 3
 FirstName LastName
Chi Ming Lam
Ming Shing Group Holdings Ltd
April 5, 2023
Page 3
Exhibits
6.Please file the opinion and consent of your PRC counsel, China Commercial Law Firm,
regarding the application of permission requirements from CRSC, CAC and other
governmental agencies of mainland China, which you refer to on your cover page and
elsewhere in the prospectus.
            You may contact Ameen Hamady at 202-551-3891 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Daniel D. Nauth, Esq.