SecProbe.io

November 20, 2024
Pik Chun Lin
Chief Financial 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
Annual Report on Form 20-F
Filed August 26, 2024
File No. 333-272861
Dear Pik Chun Lin:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Annual Report on Form 20-F filed August 26, 2024
Item 3. Key Information, page 4
At the outset of Item 3, please provide prominent disclosure about the legal and
operational risks associated with being based in or having the majority of the
company’s operations in China. Your disclosure should make clear whether these
risks could result in a material change in your operations and/or the value of the
securities or could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to the
use of variable interest entities and data security or anti-monopoly concerns, have or
may impact the company’s ability to conduct its business, accept foreign investments,
or list on a U.S. or other foreign exchange. Please disclose the location of your
auditor’s headquarters and whether and how the Holding Foreign Companies 1.

November 20, 2024
Page 2
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and
related regulations will affect your company.
2.At the outset of Item 3, please provide a description of how cash is transferred through
your organization and disclose your intentions to distribute earnings. State whether
any transfers, dividends, or distributions have been made to date between the holding
company, its subsidiaries, or to investors, and quantify the amounts where applicable.
3.At the outset of Item 3, please disclose that you have been advised by your PRC
Counsel, David Fong & Co., that you are not required to obtain any permissions or
approvals from Chinese authorities to operate your business and to offer the securities
registered to foreign investors, as stated on page 8 of your risk factor disclosure.
Please also describe the consequences to you and your investors if you or your
subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain
such permissions or approvals in the future. Please also file your PRC counsel's
consent to the inclusion of his name and reference to the opinion as an exhibit to this
annual report.
4.At the outset of Item 3, please disclose that trading in your securities may be
prohibited under the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023, and related regulations if the PCAOB
determines that it cannot inspect or investigate completely your auditor for a period of
two consecutive years, and that as a result an exchange may determine to delist your
securities.
            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.
            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 Isabel Rivera at 202-551-3518 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.