Ming Shing Group Holdings Ltd

See “Item 4. Information on the Company – B. Business Overview – Real Property.”

We entered into employment agreements with our senior executive officers – Ms. Pik Chun Lin on December 22, 2024, and Mr. Chi Hei Tsoi on March 11, 2024 and both employment agreements were effective as of November 21, 2024. We have also entered into indemnification agreements with our executive officers and directors– Mr. Wenjin Li, Ms. Pik Chun Lin, Mr. Chi Hei Tsoi, Mr. Chi Ming Lam, Ms. Wai Chun Chik, Mr. Dongjie Lao, and Mr. Yu Yuan. With the exception of Mr. Li’s indemnification agreement, all indemnification agreement became effective on November 25, 2024. Mr. Li’s indemnification agreement became effective on December 17, 2024 when he was appointed to the board of directors.

We entered into a non-independent director agreement with Mr. Lam, which also speaks to his employment as chief executive officer, with his appointment as director effective as of August 17, 2022 and his appointment as Chief Executive Officer effective as of the closing date of the Company’s initial public offering. The aforementioned agreement was superseded by another non-independent director agreement with Mr. Lam entered into on June 2, 2025, which confirms his resignation as Chief Executive Officer but his incumbent position as a director.

We entered into a non-independent director agreement with Mr. Li, with his appointment as director effective as of December 17, 2024, which was superseded by an updated agreement for his appointment as Chief Executive Officer effective as of June 2, 2025.

Finally, we have entered into independent director agreements with our 3 independent directors, which all became effective on November 25, 2024.

Employment Agreements between the Company and Ms. Lin, and Mr. Tsoi

Pursuant to the employment agreements entered between the Company and Ms. Lin and Mr. Tsoi, respectively (each an “executive” and together the “executives”), the initial term of their employment agreements is from November 21, 2024, i.e., the date of effectiveness of the Company’s registration statement on Form F-1 filed with the U.S. Securities and Exchange Commission until or unless terminated by either party by giving not less than three (3) months’ notice in writing or payment in lieu. The Company can terminate the executive’s employment immediately without notice or payment in lieu if he/she willfully disobeys a lawful and reasonable order; he/she misconducts himself such conduct being inconsistent with the due and faithful discharge of his duties; he/she commits a fraudulent or dishonest act; he/she is habitually neglectful in his duties; or on any other ground on which the Company would be entitled to terminate his employment without notice at common law. Should the Company terminate the executive’s employment, all of the executive’s post termination obligations contained in the employment agreement, in particular the confidentiality, non-solicitation and non-competition provisions in, shall remain in full force and effect. The executive’s primary place of work will be in Hong Kong. The executive will perform all duties assigned to him in her/his capacity as Chief Financial Officer/Chief Accounting Officer, as applicable of the Company in connection with the business of the Company including the specific duties set out in the executive’s employment agreement and any other duties or tasks assigned by the Company or the CEO from time to time. The executives will report to the CEO and/or any other representative of the Group as directed by the CEO. The executive owes fiduciary obligations to the Company and will act in good faith and fidelity to the Company, including ensuring there is no conflict between the personal interest of the executive and his/her duties to the Company. The executive will fully disclose and obtain prior written consent from the CEO and/or the representatives to enter into any transaction or contract or commercial arrangement for profit where such a transaction or contract or arrangement is in direct or indirect conflict between the personal interest of the executive and his/her duties to the Company. The executive will not to accept any payment or other benefit in money or kind from any person or entity as an inducement or reward for any act or forbearance in connection with any matter or business transacted by or on behalf of the Company. The executive shall be responsible for and shall indemnify the Company in respect of the payment of all salaries tax and any other form of taxation in respect of all payments payable to the executive under his/her employment agreement.

The executive’s salary will be HK$30,000 per month and the executive’s salary may be reviewed by the Company on an annual basis. The executive is entitled to fifteen 15 days paid annual leave for each calendar year and to four (4) paid sickness days per month. The executive is bound to maintain in strict confidence all information concerning the business and financing of the Group acquired during his/her employment with the Company, as well as confidential information of any other third parties to which he/she may have access to, both during and for a period of two (2) years after the termination of his employment. The executive is subject to a non-sonication and non-compete clause which extends for a period of six (6) months following the executive’s termination date, pursuant to which the executive, either on his/her own behalf or for any other person directly or indirectly may not (i) approach, canvass, solicit or otherwise endeavour to entice away from the Group the customer of any person who at any time during the twelve (12) months preceding the termination date had been a customer or supplier of the Group and (ii) solicit or entice or endeavour to solicit or entice away from the Group any person who at the date of termination is employed or engaged by the Group in a managerial, executive or sales capacity and with whom the Executive has had material dealings or was directly managed by or reported to the Executive within the period of twelve (12) months immediately prior to the date of termination.

Indemnification agreements with Mr. Li, Ms. Lin, Mr. Tsoi, Mr. Lam, Ms. Chik, Mr. Lao, and Mr. Yuan

Pursuant to the indemnification agreements entered between the Company and the executive officers (Mr. Li, Ms. Lin, and Mr. Tsoi) and the directors (Mr. Lam, Ms. Chik, Mr. Lao, and Mr. Yuan) (each executive officer and director an “indemnitee”), the Company will indemnify the indemnitee, to the fullest extent permitted by the laws of the State of New York, or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all losses if the indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any claim by reason of or arising in part out of an indemnifiable event, including, without limitation, claims brought by or in the right of the Company, claims brought by third parties, and claims in which the indemnitee is solely a witness. An indemnifiable event includes any event or occurrence, whether occurring before, on or after the closing date of the Company’s initial public offering, related to the fact that the indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or was serving at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise or by reason of an action or inaction by the indemnitee in any such capacity (whether or not serving in such capacity at the time any loss is incurred for which indemnification can be provided under the indemnification agreement).

The Company shall advance to the indemnitee, prior to the final disposition of any claim by final adjudication to which there are no further rights of appeal, any and all expenses actually and reasonably paid or incurred by the indemnitee in connection with any claim arising out of an indemnifiable event at the written request of indemnitee. The Company’s obligation to pay expense advances to the indemnitee is contingent upon the indemnitee’s execution and delivery to the Company of an undertaking to repay any amounts paid, advanced, or reimbursed by the Company for such expenses to the extent that it is ultimately determined, following the final disposition of such claim, that the indemnitee is not entitled to indemnification. To the fullest extent allowable under applicable law, the Company will also indemnify the indemnitee against, and, if requested by the indemnitee, shall advance to the indemnitee, any expenses actually and reasonably paid or incurred by the indemnitee in connection with any action or proceeding by the indemnitee for (a) indemnification or reimbursement or advance payment of expenses by the Company under any provision of the indemnification agreement, or under any other agreement or provision of the constituent documents in effect relating to claims relating to the indemnifiable events, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company. If the indemnitee is ultimately determined not to be entitled to such indemnification or insurance recovery, then all amounts advanced in such a manner will be repaid.

The Company is not obligated to:

(a) indemnify or advance funds to an indemnitee for expenses or losses with respect to proceedings initiated by the indemnitee, including any proceedings against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except: (i) proceedings by indemnitee for a. indemnification or reimbursement or advance payment of expenses by the Company under any provision of the indemnification agreement, or under any other agreement or provision of the constituent documents in effect relating to claims relating to the indemnifiable events, and/or b. recovery under any directors’ and officers’ liability insurance policies maintained by the Company (unless a court of competent jurisdiction determines that each of the material assertions made by the indemnitee in such proceeding was not made in good faith or was frivolous); or (ii) where the Company has joined in or the board has consented to the initiation of such proceedings;

(b) indemnify an indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable law;

(c) indemnify an indemnitee for the disgorgement of profits arising from the purchase or sale by the indemnitee of securities of the Company in violation of Section 16(b) of the Exchange Act, or any similar successor statute; or

(d) indemnify or advance funds to the indemnitee for the indemnitee’s reimbursement to the Company of any bonus or other incentive-based or equity-based compensation previously received by the indemnitee or payment of any profits realized by the indemnitee from the sale of securities of the Company, as required in each case under the Exchange Act (including any such reimbursements under Section 304 of the Sarbanes-Oxley Act of 2002 in connection with an accounting restatement of the Company or the payment to the Company of profits arising from the purchase or sale by the indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act).

The Company shall not be liable to an indemnitee for any amounts paid in settlement of any threatened or pending claim related to an indemnifiable event effected without the Company’s prior written consent, which shall not be unreasonably withheld.

The agreements and obligations of the Company as delineate din the indemnification agreement will continue during the period that the indemnitee is a director or officer of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent of another enterprise) and will continue thereafter (i) so long as the indemnitee may be subject to any possible claim relating to an indemnifiable event (including any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any rights of appeal thereto) commenced by the indemnitee to enforce or interpret his or her rights, even if, he or she may have ceased to serve in such capacity at the time of any such claim or proceeding.

The Company shall from time to time make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance providing the officers and directors of the Company with coverage for losses incurred in connection with their services to the Company or to ensure the Company’s performance of its indemnification obligations under the indemnification agreements.

Non-independent director agreement with Mr. Lam

Mr. Lam’s appointment as director was effective as of August 17, 2022. Mr. Lam’s term as chief executive officer commenced from November 25, 2024, i.e., the closing date of the Company’s initial public offering, and was effective until June 2, 2025, on which date Mr. Lam entered into a new non-independent director agreement which confirmed his resignation as chief executive officer while retaining his duties as a director of the Company. Mr. Lam’s terms as director is to continue until Mr. Lam’s successor is duly elected or appointed and qualified or until Mr. Lam’s earlier death, disqualification, resignation or removal from officer, pursuant to the terms of the non-independent director agreement between the Company and Mr. Lam and the Company’s then current memorandum and articles of association, as may be amended from time to time, or any applicable laws, rules, or regulations. Mr. Lam receives a monthly remuneration of HK$55,000, which compensation may be reviewed during the term of his non-independent director agreement with the Company by the Compensation Committee pursuant to its terms of reference. Any adjustment to the compensation will be recommended by the Compensation Committee and approved by the board. The director is reimbursed for all reasonable expenses incurred in connection with the director’s positions as a member of the board and for services as a member of each committee of the board to which the director may be appointed.

Mr. Lam’s duties include, but are not limited by, the following:

(a) devoting a sufficient amount of time and attention to the interests and affairs of the Company in the discharge of duties of his office as a director and, where relevant, as an officer of such other members of the Group as are necessary for the proper and efficient administration, supervision, and management of the strategic planning, corporate management and business development of the Group;

(b) faithfully and diligently performing such duties and exercising such powers as are consistent with his office in relation to the Company and/or the Group;

(c) in the discharging of such duties and in the exercising of such powers observing and complying with all reasonable and lawful resolutions, instructions, regulations and directions from time to time passed, made or given by the board according to the best of his skills and ability;

(d) performing such services for the Group and (without further remuneration unless otherwise agreed) accepting such offices in the Group as the board may from time to time reasonably require provided the same are consistent with his office;

(e) at all times keeping the board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the board may require in connection with his office in relation to the Company and/or the Group;

(f) acting in accordance with his powers and obligations as a director and using his best endeavours to comply with and to cause the Company to comply with

(a) his non-independent director agreement with the Company;

(b) every rule or law applicable to any member of the Group, whether in the United States, Hong Kong, or elsewhere;

(c) the Nasdaq Stock Market Rules;

(d) amended and restated memorandum and articles of association of the Company;

(e) shareholders’ and board resolutions of the Company;

(f) the Securities Act of 1933; and

(g) all other relevant securities regulations, rules, instructions and guidelines as issued by the relevant regulatory authorities from time to time, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to insider information or unpublished inside information affecting the shares, debentures or other securities of any member of the Group.

The director shall carry out his duties and exercise his powers jointly with any other executive officers, senior management or directors of the Group. The board may at any time require the director to cease performing any of his duties or exercising any of his power under his non-independent director agreement with the Company.

Whenever the director becomes aware of a business opportunity related to the Company’s business, which one could reasonably expect the director to make available to the Company, the director shall promptly disclose such opportunity to the applicable board committee or the board and proceed as directed by such committee or the board, as applicable.

When the director will have or may have access to and become informed of proprietary, confidential and secret information which is a competitive asset of the Company which the Director has had access by reason of the director’s relationship with the Company, the director will faithfully keep in strict confidence, any such confidential information

The term “confidential information” does include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the director or the director’s representatives; or (ii) is required to be disclosed by the director due to governmental regulatory or judicial process.

Mr. Lam is required to abide by the Company’s Code of Business Conduct and Ethics.

Mr. Lam will cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the Company required under law or regulation, and the Company may act unilaterally in order to comply with such laws.

Non-independent director agreement with Mr. Li

Mr. Li’s appointment as director has been effective as of December 17, 2024. Mr. Li was subsequently appointed as chief executive officer, effective as of June 2, 2025. Mr. Li’s term as director of the Company and chief executive officer and chairman of the board commenced from December 17, 2024 and June 2, 2025, respectively, and will continue until Mr. Li’s successor is duly elected or appointed and qualified or until Mr. Li’s earlier death, disqualification, resignation or removal from officer, pursuant to the terms of the non-independent director agreement between the Company and Mr. Li and the Company’s then current memorandum and articles of association, as may be amended from time to time, or any applicable laws, rules, or regulations. Mr. Lam will receive a monthly remuneration of US$1,250, which compensation may be reviewed during the term of his non-independent director agreement with the Company by the Compensation Committee pursuant to its terms of reference. Any adjustment to the compensation will be recommended by the Compensation Committee and approved by the board. The director will be reimbursed for all reasonable expenses incurred in connection with the director’s positions as a member of the board and for services as a member of each committee of the board to which the director may be appointed.

Mr. Lam’s duties will include, but not be limited by, the following:

(a) devoting a sufficient amount of time and attention to the interests and affairs of the Company in the discharge of duties of his office as a director, chief executive officer and chairman of the board of the Company and, where relevant, as an officer of such other members of the Group as are necessary for the proper and efficient administration, supervision, and management of the strategic planning, corporate management and business development of the Group;

(b) faithfully and diligently performing such duties and exercising such powers as are consistent with his office in relation to the Company and/or the Group;

(c) in the discharging of such duties and in the exercising of such powers observing and complying with all reasonable and lawful resolutions, instructions, regulations and directions from time to time passed, made or given by the board according to the best of his skills and ability;

(d) performing such services for the Group and (without further remuneration unless otherwise agreed) accepting such offices in the Group as the board may from time to time reasonably require provided the same are consistent with his office;

(e) at all times keeping the board promptly and fully informed (in writing if so requested) in connection with the performance of such powers and duties and provide such explanations as the board may require in connection with his office in relation to the Company and/or the Group;

(f) acting in accordance with his powers and obligations as a director, chief executive officer and chairman of the board of the Company and using his best endeavours to comply with and to cause the Company to comply with

(a) his non-independent director agreement with the Company;

(b) every rule or law applicable to any member of the Group, whether in the United States, Hong Kong, or elsewhere;

(c) the Nasdaq Stock Market Rules;

(d) amended and restated memorandum and articles of association of the Company;

(e) shareholders’ and board resolutions of the Company;

(f) the Securities Act of 1933; and

(g) all other relevant securities regulations, rules, instructions and guidelines as issued by the relevant regulatory authorities from time to time, in relation to dealings in shares or other securities of the Company or any other member of the Group, and in relation to insider information or unpublished inside information affecting the shares, debentures or other securities of any member of the Group.

The director shall carry out his duties and exercise his powers jointly with any other executive officers, senior management or directors of the Group. The board may at any time require the director to cease performing any of his duties or exercising any of his power under his non-independent director agreement with the Company.

Whenever the director becomes aware of a business opportunity related to the Company’s business, which one could reasonably expect the director to make available to the Company, the director shall promptly disclose such opportunity to the applicable board committee or the board and proceed as directed by such committee or the board, as applicable.

When the director will have or may have access to and become informed of proprietary, confidential and secret information which is a competitive asset of the Company which the Director has had access by reason of the director’s relationship with the Company, the director will faithfully keep in strict confidence, any such confidential information

The term “confidential information” does include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the director or the director’s representatives; or (ii) is required to be disclosed by the director due to governmental regulatory or judicial process.

Mr. Li is required to abide by the Company’s Code of Business Conduct and Ethics.

Mr. Li will cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the Company required under law or regulation, and the Company may act unilaterally in order to comply with such laws.

Independent director agreement with Ms. Chik, Mr. Lao, and Mr. Yuan

Pursuant to the independent director agreements entered between the Company and the directors, Ms. Chik, Mr. Lao, and Mr. Yuan, respectively (each an “independent director”), the initial term of employment of the independent director commenced from November 25, 2024, i.e., the closing date of the Company’s initial public offering and will continue until the independent director’s successor is duly elected or appointed and qualified or until the independent director’s earlier death, disqualification, resignation or removal from officer, pursuant to the terms of the independent director agreement between the Company and the independent director and the Company’s them current memorandum and articles of association, as may be ended from time to time, or any applicable laws, rules, or regulations. The independent directors receive a monthly remuneration of HK$12,000, which compensation may be reviewed during the term of his/her independent director agreement with the Company by the Compensation Committee pursuant to its terms of reference. Any adjustment to the compensation will be recommended by the Compensation Committee and approved by the board. The independent director is reimbursed for all reasonable expenses incurred in connection with the director’s positions as a member of the board and for services as a member of each committee of the board to which the director may be appointed.

The director’s appointment to the board is contingent upon the board’s determination that the director is “independent” with respect to the Company, as such term is defined by Rule 5605 of the Nasdaq Stock Market’s Listing Rules, and any other applicable rules, and that the director may be removed from the board in the event that the director does not maintain such independence.

The independent directors shall carry out their duties and exercise their powers in good faith and in the best interests of the Company, including but not limited to, attending all required meetings of the board or applicable committees thereof, executive sessions of the independent directors, reviewing filing reports and other corporate documents as requested by the Company, and providing comments and opinion as to business matters as requested by the Company.

When the independent director has a direct or indirect financial or personal interest in a contract or transaction to which the Company is a party, or the director is contemplating entering into a transaction that involves use of corporate assets or competition against the Company, the director will promptly disclose such potential conflict to the applicable board committee or the board and proceed as directed by such committee or the board, as applicable. The director owes the duty of loyalty and the duty of care to the Company pursuant to applicable law and will act in all cases in accordance with applicable law.

Whenever the director becomes aware of a business opportunity related to the Company’s business, which one could reasonably expect the director to make available to the Company, the director shall promptly disclose such opportunity to the applicable board committee or the board and proceed as directed by such committee or the board, as applicable.

When the director will have or may have access to and become informed of proprietary, confidential and secret information which is a competitive asset of the Company which the director has had access by reason of the director’s relationship with the Company, the director will faithfully keep in strict confidence, any such confidential information.

The term “confidential information” does include information which: (i) is or becomes generally available to the public other than as a result of a disclosure by the director or the director’s representatives; or (ii) is required to be disclosed by the director due to governmental regulatory or judicial process.

The independent directors will abide by the Company’s Code of Business Conduct and Ethics.

The independent directors will cooperate with the Company to take all steps necessary or appropriate for the withholding of taxes by the Company required under law or regulation, and the Company may act unilaterally in order to comply with such laws.

Convertible Promissory Notes

On May 23, 2025, the Company issued convertible promissory notes (the “Notes”) to Unit Meta AI Tech Limited, a company incorporated in Hong Kong, and Gallant Witness Limited, a company incorporated in the British Virgin Islands, both being independent third parties of the Company which are not related, in the principal amount of US$37 million and US$37 million, respectively, in a transaction exempted from registration under the Securities Act of 1933, as amended (the “Transaction”).

Pursuant to the Notes, the maturity date is 60 months from the original issuance date of the Notes. Interest shall accrue on the unpaid principal balance of the Notes at the rate of 6% per annum from the date of the Notes until the Notes are paid in full. At any time after the one-year anniversary of the original issuance date, the Notes shall be convertible (in whole or in part) at the option of the holder into such number of fully paid and non-assessable Ordinary Shares in the following formula: conversion shares equals to dividing (i) portion of the outstanding principal and any accrued and unpaid interest thereon that the holder elects to convert; by (ii) the conversion price (the “Conversion Price”) then in effect on the date on which the holder delivers a notice of conversion to the issuer. The Conversion Price shall be US$3.24, subject to adjustment provided in the Notes, such as share subdivision, combination, reclassification, exchange or substitution. The Company will use the net proceeds from the offering of the Notes for working capital and general corporate purposes.

Other than the real property lease, the form of independent director and indemnification agreement for our independent directors, the form of non-independent director and indemnification agreements with Mr. Li and Mr. Lam, and the Convertible Promissory Notes with Unit Meta AI Tech Limited and Gallant Witness Limited, as described in this Annual Report, we have not entered into any material agreements other than in the ordinary course of business.