SecProbe.io

CORRESP
1
filename1.htm

November
21, 2024

Via
EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

USA

    Attention:

    Ameen
    Hamady

    Kristina
    Marrone

    Isabel
    Rivera

    Pam
    Long

    Re:
    Ming
    Shing Group Holdings Ltd

    Annual
    Report on Form 20-F

    Filed
    August 26, 2024

    File
    No. 333-272861

Ladies
and Gentlemen:

We
hereby submit the response of Ming Shing Group Holdings Ltd (the “Company”) to the comment of the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “SEC”) set forth in the Staff’s letter, dated November 20,
2024, providing the Staff’s comments with respect to the Company’s Annual Report on Form 20-F (the “Annual Report”).

For
the convenience of the Staff, the Staff’s comment is included and is followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Annual
Report on Form 20-F filed August 26, 2024

Item
3. Key Information, page 4

    1.
    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 Accountable
                                            Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will
                                            affect your company.

Response:
The Company respectfully acknowledges the Staff’s comment and would respectfully like to advise Staff that the Company will provide
this disclosure at the outset of Item 3 in its future annual reports until the disclosure ceases to be applicable.

    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.

Response:
The Company respectfully acknowledges the Staff’s comment and would respectfully like to advise Staff that the Company will provide
this disclosure at the outset of Item 3 in its future annual reports until the disclosure ceases to be 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.

Response:
The Company respectfully acknowledges the Staff’s comment and would respectfully like to advise Staff that David Fong & Co.,
 our Hong Kong Counsel, has advised the Company that we are not required to obtain permission
or approval from Hong Kong authorities to offer the securities being registered to foreign investors as referenced on page 8 of the
Company’s risk factor disclosure. The Company would further respectfully like to advise Staff that the Company will provide this
disclosure at the outset of Item 3 in its future annual reports until the disclosure ceases to be applicable. The Company would also
like to respectfully advise Staff that we will include our Hong Kong counsel’s, David Fong & Co.’s,
consent to the inclusion of their name and reference to the opinion as an exhibit to the Company’s future annual reports until
the opinion is no longer required.

    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.

Response:
The Company respectfully acknowledges the Staff’s comment and would respectfully like to advise Staff that the Company will provide
this disclosure at the outset of Item 3 in its future annual reports until the disclosure ceases to be applicable.

*
* * * *

    U.S.
                                            Securities and Exchange Commission

    November
    21, 2024

    Page
    2

The
Company hereby advises, or acknowledges to, Staff that the Company is responsible for the adequacy and accuracy of the disclosure in
the filing.

Should
you have further comments or require further information, or if any questions should arise in connection with this submission, please
call the undersigned at (416) 477-6031. You also may contact the undersigned by email at dnauth@nauth.com or by fax at (416) 477-6032.

    Yours
    truly,

    /s/
    Daniel D. Nauth

    Daniel
    D. Nauth

    cc:
    Pik
                                            Chun Lin,
                                            Chief Financial Officer

    Ming Shing Group Holdings
    Ltd