SEC Comment Letter 0000000000-24-010595 to Ming Shing Group Holdings Ltd (MSW) (CIK 0001956166) (MSW)
Ming Shing Group Holdings Ltd (MSW) (CIK 0001956166)
Date: Sept. 19, 2024 · CIK: 0001956166 · Accession: 0000000000-24-010595
AI Filing Summary & Sentiment
File numbers found in text: 333-281817
Letter
September 19, 2024 Chi Ming Lam Chief Executive Officer 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 Registration Statement on Form F-1 Filed August 28, 2024 File No. 333-281817 Dear Chi Ming Lam: We have reviewed your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form F-1 List of Approvals or Permits, page 7 1.We note that your counsel, David Fong & Co. is of the opinion that you have received all permissions and approvals needed to operate your business and no approvals or permits have been denied. Please file counsel's consent to the inclusion of his name and reference to the opinion as an exhibit to the registration statement. Please also clarify whether the opinion in paragraph 7(i) of the opinion filed as Exhibit 5.2 regarding the legal and full compliance with Hong Kong laws is intended to include counsel's opinion that you have received all permissions and approvals needed to operate your business. 4. Contract Assets, page F-19 Please further describe the facts and circumstances that resulted in the 112% increase in contract assets from March 31, 2023 to March 31, 2024. We note that revenue only 2.
September 19, 2024 Page 2 increased by 26% over the same period, driven by the number of projects increasing from 20 to 23. We further note your disclosure on page 62 that part of the increase was due to the increase of retention receivable amount of $176,888 and that the remaining increase is due to works performed before the year ended March 31, 2024 for certain projects, with certification being received after March 31, 2024. Please describe the nature of the certification process and its impact on the Company's revenue recognition policy. To the extent the increase is a result of delays in the certification process, please consider whether MD&A disclosures fully address the facts and circumstances that drove the change, whether disproportionate fluctuations in trends are expected to recur, and their anticipated on liquidity. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please 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.
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September 19, 2024
Chi Ming Lam
Chief Executive Officer
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
Registration Statement on Form F-1
Filed August 28, 2024
File No. 333-281817
Dear Chi Ming Lam:
We have reviewed your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
List of Approvals or Permits, page 7
1.We note that your counsel, David Fong & Co. is of the opinion that you have received all
permissions and approvals needed to operate your business and no approvals or permits
have been denied. Please file counsel's consent to the inclusion of his name and reference
to the opinion as an exhibit to the registration statement. Please also clarify whether the
opinion in paragraph 7(i) of the opinion filed as Exhibit 5.2 regarding the legal and full
compliance with Hong Kong laws is intended to include counsel's opinion that you have
received all permissions and approvals needed to operate your business.
4. Contract Assets, page F-19
Please further describe the facts and circumstances that resulted in the 112% increase in
contract assets from March 31, 2023 to March 31, 2024. We note that revenue only 2.
September 19, 2024
Page 2
increased by 26% over the same period, driven by the number of projects increasing from
20 to 23. We further note your disclosure on page 62 that part of the increase was due to
the increase of retention receivable amount of $176,888 and that the remaining increase is
due to works performed before the year ended March 31, 2024 for certain projects, with
certification being received after March 31, 2024. Please describe the nature of the
certification process and its impact on the Company's revenue recognition policy. To the
extent the increase is a result of delays in the certification process, please consider
whether MD&A disclosures fully address the facts and circumstances that drove the
change, whether disproportionate fluctuations in trends are expected to recur, and their
anticipated on liquidity.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please 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.