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United States securities and exchange commission logo





                            May 2, 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. 3 to
Draft Registration Statement on Form F-1
                                                            Submitted April 18,
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. 3 to Draft Registration Statement on Form F-1 Submitted
April 18, 2023

       Cover Page

   1.                                                   We note the disclosure
about the Confidentiality Provisions which came into effect on
                                                        March 31, 2023. Please
state here and on page 16, whether you are covered by the
                                                        Confidentiality
Provisions and describe the consequences to you and your investors if you
                                                        or your subsidiaries:
(i) inadvertently conclude that permissions or approvals under the
                                                        Confidentiality
Provisions are not required, or (ii) applicable laws, regulations, or
                                                        interpretations change
and you are required to obtain such permissions or approvals under
 Chi Ming Lam
Ming Shing Group Holdings Ltd
May 2, 2023
Page 2
      the Confidentiality Provisions in the future. Furthermore, please update
the opinion of
      your PRC counsel, China Commercial Law Firm, regarding whether or not the
      Confidentiality Provisions apply to you.
Calls on Shares and Forfeiture or Surrender of Shares, page 104

2.    In the first paragraph under this subheading, please clarify your
reference to "any
      premium." Please also clarify, if true, that there is no premium in
connection with shares
      in this offering.
        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,
FirstName LastNameChi Ming Lam
                                                            Division of
Corporation Finance
Comapany NameMing Shing Group Holdings Ltd
                                                            Office of Real
Estate & Construction
May 2, 2023 Page 2
cc:       Daniel D. Nauth, Esq.
FirstName LastName
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