6-K
Ming Shing Group Holdings Ltd (MSW)
6-K
2026-02-09
For: 2026-02-09
View Original
Added on
April 09, 2026
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of February 2026
CommissionFile Number: 001-42418
MingShing Group Holdings Limited
(Registrant’sName)
OfficeUnit B8, 27/F
NCBInnovation Centre
No.888 Lai Chi Kok Road
Kowloon,Hong Kong
(Addressof Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
When used in this Form 6-K, unless otherwise indicated, the terms “the Company,” “Ming Shing,” “we,” “us” and “our” refer to Ming Shing Group Holdings Limited and its subsidiaries.
Reference is made to the Form 6-Ks furnished by the Company on January 13, 2025, March 11, 2025, May 23, 2025 and August 20, 2025, in relation to the purchase of 500, 333 and 4,250 Bitcoins and the issuance of convertible promissory notes and warrants (the “Transactions”).
On February 9, 2026, the Company entered into a series of deeds of termination (the “Deeds of Termination”) with the various parties in the Transactions to effect the termination of (i) the purchase of 500 Bitcoins and 333 Bitcoins from Unit Meta AI Tech Limited and 4,250 Bitcoins from Winning Mission Group Limited; (ii) the issuance of a convertible promissory note in the principal amount of US$37,000,000 to each of Unit Meta AI Tech Limited and Gallant Witness Limited, and (iii) the issuance of a convertible promissory note in the principal amount of US$241,480,750 and warrant of 201,233,958 warrant shares to each of Winning Mission Group Limited and Rich Plenty Investment Limited (the “Former Agreements”). Pursuant to the Deeds of Termination, the Former Agreements shall become null and void and without any further effect. Each party to the Deeds of Termination shall release and discharge the other party of its obligations under the Former Agreements.
The foregoing descriptions of the Deeds of Termination are summaries of the material terms thereto and do not purport to be complete and are qualified in its entirety by reference to the Deeds of Termination, each of which are filed herewith as Exhibits 99.1 to 99.9 and are incorporated herein by reference.
| 2 |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Ming Shing Group Holdings Limited | ||
|---|---|---|
| Date:<br> February 9, 2026 | By: | /s/ Wenjin Li |
| Name: | Wenjin<br> Li | |
| Title: | Chairman<br> of the Board and Chief Executive Officer |
| 3 |
| --- |
Exhibit99.1
DEEDOF TERMINATION
THIS DEED is made on , 2026
BETWEEN
| (1) | Lead<br> Benefit (HK) Limited, a company limited by shares incorporated in Hong Kong with its registered<br> address at Unit 6, 14/F, One Portside, 29 Tai Yau Street, San Po Kong, Kowloon; and |
|---|---|
| (2) | Unit<br> Meta AI Tech Limited, a company limited by shares incorporated in Hong Kong with its registered<br> address at Flat A, 17/F, 8 Hart Avenue, Tsim Sha Tsui, Kowloon, Hong Kong |
(collectively referred to as the “Parties” and individually as a “Party”)
WHEREAS:
| (A) | Reference<br> is made to the bitcoin purchase agreement dated January 9, 2025, for the purchase of 500<br> Bitcoins (the “Agreement”). Unless otherwise stated herein, terms defined in<br> the Agreement shall have the same meanings when used herein. |
|---|---|
| (B) | The<br> Parties agree to terminate the Agreement subject to the terms of this Deed. |
NOWTHIS DEED WITNESSES AND IT IS HEREBY AGREED:
| 1. | INTERPRETATION |
|---|
| 1.1 | References<br> herein to Recitals and Clauses are references to recitals and clauses respectively in this<br> Deed unless the context requires otherwise |
|---|---|
| 1.2 | The<br> headings are inserted for convenience only and shall not affect the construction of this<br> Deed. |
| 1.3 | Unless<br> the context requires otherwise, words importing the singular include the plural and vice<br> versa and words importing a gender include every gender. |
| 2. | TERMINATION AND EFFECT |
| --- | --- |
| 2.1 | The<br> Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall<br> become null and void and without any further effect. Each Parties shall release and discharge<br> the other Party of its obligations under the Agreement. |
|---|---|
| 3. | GENERAL PROVISIONS |
| --- | --- |
| 3.1 | Costs:<br> Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions<br> contemplated therein. |
|---|---|
| 3.2 | Further<br> Assurance: Each Party agrees to perform (or procure the performance of) all further acts<br> and things, and execute and deliver (or procure the execution and delivery of) such further<br> documents, as may be required by law or as may be necessary or reasonably desirable to implement<br> and/or give effect to this Deed and the transactions contemplated by it. |
| 3.3 | Entire<br> Agreement: This Deed (together with any document described in or expressed to be entered<br> into in connection with this Deed) constitutes the entire agreement between the Parties in<br> relation to the transaction(s) referred to it or in them and supersedes any previous agreement<br> between the Parties in relation to such transaction(s). It is agreed that: |
| --- | --- |
(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and
(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.
| 3.4 | Remedies<br> are Cumulative: Any right, power or remedy expressly conferred upon any Party under this<br> Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers<br> and remedies which would, in the absence of express provision, be available to it; and may<br> be exercised as often as such Party considers appropriate. |
|---|---|
| 3.5 | Waivers:<br> No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right<br> or remedy provided by law or under this Deed shall affect the ability of that Party subsequently<br> to exercise such right or remedy or to pursue any other rights or remedies, nor shall such<br> failure or delay constitute a waiver or variation of that or any other right or remedy. No<br> single or partial exercise of any such right or remedy shall preclude any other or further<br> exercise of it or the exercise of any other right or remedy. |
| 3.6 | Severability:<br> The Parties intend that the provisions of this Deed shall be enforced to the fullest extent<br> permissible under the laws applied in each jurisdiction in which enforcement is sought. If<br> any particular provision or part of this Deed shall be held to be invalid or unenforceable,<br> then such provision shall (so far as invalid or unenforceable) be given no effect and shall<br> be deemed not to be included in this Deed but without invalidating any of the remaining provisions<br> of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable<br> provisions by a valid and enforceable substitute provision the effect of which is as close<br> as possible to the intended effect of the invalid or unenforceable provision. |
| 3.7 | Variation:<br> No variation of any of the terms of this Deed (or of any document described in or expressed<br> to be entered into in connection with this Deed) shall be effective unless such variation<br> is made in writing and signed by or on behalf of each of the Parties. The expression “variation”<br> shall include any variation, supplement, deletion or replacement however effected. |
| 3.8 | Counterparts:<br> This Deed may be executed in any number of counterparts all of which, taken together, shall<br> constitute one and the same agreement. Any Party may enter into this Deed by executing any<br> such counterpart. |
| 3.9 | Legal<br> Relationship: The Parties are independent principals and no Party is nor shall hold itself<br> out as the agent or partner of another, and no Party shall have any authority to bind or<br> incur any liability on behalf of any other Party. |
| 3.10 | Punctual<br> Performance: Any time, date or period mentioned in any Clause in this Deed may be varied<br> by mutual agreement between the Parties, made in writing and signed by or on behalf of each<br> of the Parties, but, as regards any time, date or period originally fixed and not so varied,<br> or any time, date or period so varied, as aforesaid, time shall be of the essence of this<br> Deed. |
| 4. | GOVERNING LAW AND JURISDICTION |
|---|
| 4.1 | Governing<br> Law: This Deed (together with all documents referred to in it) shall be governed by and<br> construed and take effect in accordance with the laws of Hong Kong. |
|---|---|
| 4.2 | Jurisdiction:<br> With respect to any question, dispute, suit, action or proceedings arising out of or in connection<br> with this Deed (the “Proceedings”), each Party irrevocably: |
| (A) | submits<br> to the exclusive jurisdiction of the courts of Hong Kong; and |
| --- | --- |
| (B) | waives<br> any objection which it may have at any time to the laying of venue of any Proceedings brought<br> in any such court, waives any claim for any inconveniences as a result of such Proceedings<br> having been brought in any such court and further waives the right to object, with respect<br> to such Proceedings, that such court does not have any jurisdiction over such Party. |
| 4.3 | Other<br> Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings<br> in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions<br> preclude the bringing of Proceedings in any other jurisdiction. |
| --- | --- |
[Signingpage to follow]
EXECUTIONPAGE
IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written
| EXECUTED<br> and DELIVERED | ) |
|---|---|
| as<br> a DEED under the COMMON SEAL of | ) |
| LEAD<br> BENEFIT (HK) LIMITED | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Unit<br> Meta AI Tech Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
Exhibit99.2
DEEDOF TERMINATION
THIS DEED is made on , 2026
BETWEEN
| (1) | Lead<br> Benefit (HK) Limited, a company limited by shares incorporated in Hong Kong with its registered<br> address at Unit 6, 14/F, One Portside, 29 Tai Yau Street, San Po Kong, Kowloon; and |
|---|---|
| (2) | Unit<br> Meta AI Tech Limited, a company limited by shares incorporated in Hong Kong with its registered<br> address at Flat A, 17/F, 8 Hart Avenue, Tsim Sha Tsui, Kowloon, Hong Kong |
(collectively referred to as the “Parties” and individually as a “Party”)
WHEREAS:
| (A) | Reference<br> is made to the bitcoin purchase agreement dated February 28, 2025, for the purchase of 333<br> Bitcoins (the “Agreement”). Unless otherwise stated herein, terms defined in<br> the Agreement shall have the same meanings when used herein. |
|---|---|
| (B) | The<br> Parties agree to terminate the Agreement subject to the terms of this Deed. |
NOWTHIS DEED WITNESSES AND IT IS HEREBY AGREED:
| 1. | INTERPRETATION |
|---|
| 1.1 | References<br> herein to Recitals and Clauses are references to recitals and clauses respectively in this<br> Deed unless the context requires otherwise |
|---|---|
| 1.2 | The<br> headings are inserted for convenience only and shall not affect the construction of this<br> Deed. |
| 1.3 | Unless<br> the context requires otherwise, words importing the singular include the plural and vice<br> versa and words importing a gender include every gender. |
| 2. | TERMINATION AND EFFECT |
| --- | --- |
| 2.1 | The<br> Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall<br> become null and void and without any further effect. Each Parties shall release and discharge<br> the other Party of its obligations under the Agreement. |
|---|---|
| 3. | GENERAL PROVISIONS |
| --- | --- |
| 3.1 | Costs:<br> Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions<br> contemplated therein. |
|---|---|
| 3.2 | Further<br> Assurance: Each Party agrees to perform (or procure the performance of) all further acts<br> and things, and execute and deliver (or procure the execution and delivery of) such further<br> documents, as may be required by law or as may be necessary or reasonably desirable to implement<br> and/or give effect to this Deed and the transactions contemplated by it. |
| 3.3 | Entire<br> Agreement: This Deed (together with any document described in or expressed to be entered<br> into in connection with this Deed) constitutes the entire agreement between the Parties in<br> relation to the transaction(s) referred to it or in them and supersedes any previous agreement<br> between the Parties in relation to such transaction(s). It is agreed that: |
| --- | --- |
(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and
(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.
| 3.4 | Remedies<br> are Cumulative: Any right, power or remedy expressly conferred upon any Party under this<br> Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers<br> and remedies which would, in the absence of express provision, be available to it; and may<br> be exercised as often as such Party considers appropriate. |
|---|---|
| 3.5 | Waivers:<br> No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right<br> or remedy provided by law or under this Deed shall affect the ability of that Party subsequently<br> to exercise such right or remedy or to pursue any other rights or remedies, nor shall such<br> failure or delay constitute a waiver or variation of that or any other right or remedy. No<br> single or partial exercise of any such right or remedy shall preclude any other or further<br> exercise of it or the exercise of any other right or remedy. |
| 3.6 | Severability:<br> The Parties intend that the provisions of this Deed shall be enforced to the fullest extent<br> permissible under the laws applied in each jurisdiction in which enforcement is sought. If<br> any particular provision or part of this Deed shall be held to be invalid or unenforceable,<br> then such provision shall (so far as invalid or unenforceable) be given no effect and shall<br> be deemed not to be included in this Deed but without invalidating any of the remaining provisions<br> of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable<br> provisions by a valid and enforceable substitute provision the effect of which is as close<br> as possible to the intended effect of the invalid or unenforceable provision. |
| 3.7 | Variation:<br> No variation of any of the terms of this Deed (or of any document described in or expressed<br> to be entered into in connection with this Deed) shall be effective unless such variation<br> is made in writing and signed by or on behalf of each of the Parties. The expression “variation”<br> shall include any variation, supplement, deletion or replacement however effected. |
| 3.8 | Counterparts:<br> This Deed may be executed in any number of counterparts all of which, taken together, shall<br> constitute one and the same agreement. Any Party may enter into this Deed by executing any<br> such counterpart. |
| 3.9 | Legal<br> Relationship: The Parties are independent principals and no Party is nor shall hold itself<br> out as the agent or partner of another, and no Party shall have any authority to bind or<br> incur any liability on behalf of any other Party. |
| 3.10 | Punctual<br> Performance: Any time, date or period mentioned in any Clause in this Deed may be varied<br> by mutual agreement between the Parties, made in writing and signed by or on behalf of each<br> of the Parties, but, as regards any time, date or period originally fixed and not so varied,<br> or any time, date or period so varied, as aforesaid, time shall be of the essence of this<br> Deed. |
| 4. | GOVERNING LAW AND JURISDICTION |
|---|
| 4.1 | Governing<br> Law: This Deed (together with all documents referred to in it) shall be governed by and<br> construed and take effect in accordance with the laws of Hong Kong. |
|---|---|
| 4.2 | Jurisdiction:<br> With respect to any question, dispute, suit, action or proceedings arising out of or in connection<br> with this Deed (the “Proceedings”), each Party irrevocably: |
| (A) | submits<br> to the exclusive jurisdiction of the courts of Hong Kong; and |
| --- | --- |
| (B) | waives<br> any objection which it may have at any time to the laying of venue of any Proceedings brought<br> in any such court, waives any claim for any inconveniences as a result of such Proceedings<br> having been brought in any such court and further waives the right to object, with respect<br> to such Proceedings, that such court does not have any jurisdiction over such Party. |
| 4.3 | Other<br> Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings<br> in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions<br> preclude the bringing of Proceedings in any other jurisdiction. |
| --- | --- |
[Signingpage to follow]
EXECUTIONPAGE
IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written
| EXECUTED<br> and DELIVERED | ) |
|---|---|
| as<br> a DEED under the COMMON SEAL of | ) |
| LEAD<br> BENEFIT (HK) LIMITED | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Unit<br> Meta AI Tech Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
Exhibit99.3
DEEDOF TERMINATION
THISDEED is made on , 2026
BETWEEN
| (1) | Ming<br> Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered<br> address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009,<br> Cayman Islands (“Party A”); |
|---|---|
| (2) | Unit<br> Meta AI Tech Limited, a company limited by shares incorporated in Hong Kong with its registered<br> address at Flat A, 17/F, 8 Hart Avenue, Tsim Sha Tsui, Kowloon, Hong Kong (“Party B”);<br> and |
| (3) | Gallant<br> Witness Limited, a business company incorporated in the British Virgin Islands with its address<br> at 6-9-5 Minami-Aoyama, Minato-ku, Tokyo, Japan (“Party C”) |
(collectively referred to as the “Parties” and individually as a “Party”)
WHEREAS:
| (A) | Reference<br> is made to the assignment agreement dated May 23, 2025 among Party A, Party B and Party C<br> for the assignment of debt of US$37,000,000 of Party A from Party B to Party C (the “Agreement”).<br> Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings<br> when used herein. |
|---|---|
| (B) | The<br> Parties agree to terminate the Agreement subject to the terms of this Deed. |
NOWTHIS DEED WITNESSES AND IT IS HEREBY AGREED:
| 1. | INTERPRETATION |
|---|
| 1.1 | References<br> herein to Recitals and Clauses are references to recitals and clauses respectively in this<br> Deed unless the context requires otherwise |
|---|---|
| 1.2 | The<br> headings are inserted for convenience only and shall not affect the construction of this<br> Deed. |
| 1.3 | Unless<br> the context requires otherwise, words importing the singular include the plural and vice<br> versa and words importing a gender include every gender. |
| 2. | TERMINATION AND EFFECT |
| --- | --- |
| 2.1 | The<br> Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall<br> become null and void and without any further effect. Each Parties shall release and discharge<br> the other Party of its obligations under the Agreement. |
|---|---|
| 3. | GENERAL PROVISIONS |
| --- | --- |
| 3.1 | Costs:<br> Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions<br> contemplated therein. |
|---|---|
| 3.2 | Further<br> Assurance: Each Party agrees to perform (or procure the performance of) all further acts<br> and things, and execute and deliver (or procure the execution and delivery of) such further<br> documents, as may be required by law or as may be necessary or reasonably desirable to implement<br> and/or give effect to this Deed and the transactions contemplated by it. |
| 3.3 | Entire<br> Agreement: This Deed (together with any document described in or expressed to be entered<br> into in connection with this Deed) constitutes the entire agreement between the Parties in<br> relation to the transaction(s) referred to it or in them and supersedes any previous agreement<br> between the Parties in relation to such transaction(s). It is agreed that: |
| --- | --- |
(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and
(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.
| 3.4 | Remedies<br> are Cumulative: Any right, power or remedy expressly conferred upon any Party under this<br> Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers<br> and remedies which would, in the absence of express provision, be available to it; and may<br> be exercised as often as such Party considers appropriate. |
|---|---|
| 3.5 | Waivers:<br> No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right<br> or remedy provided by law or under this Deed shall affect the ability of that Party subsequently<br> to exercise such right or remedy or to pursue any other rights or remedies, nor shall such<br> failure or delay constitute a waiver or variation of that or any other right or remedy. No<br> single or partial exercise of any such right or remedy shall preclude any other or further<br> exercise of it or the exercise of any other right or remedy. |
| 3.6 | Severability:<br> The Parties intend that the provisions of this Deed shall be enforced to the fullest extent<br> permissible under the laws applied in each jurisdiction in which enforcement is sought. If<br> any particular provision or part of this Deed shall be held to be invalid or unenforceable,<br> then such provision shall (so far as invalid or unenforceable) be given no effect and shall<br> be deemed not to be included in this Deed but without invalidating any of the remaining provisions<br> of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable<br> provisions by a valid and enforceable substitute provision the effect of which is as close<br> as possible to the intended effect of the invalid or unenforceable provision. |
| 3.7 | Variation:<br> No variation of any of the terms of this Deed (or of any document described in or expressed<br> to be entered into in connection with this Deed) shall be effective unless such variation<br> is made in writing and signed by or on behalf of each of the Parties. The expression “variation”<br> shall include any variation, supplement, deletion or replacement however effected. |
| 3.8 | Counterparts:<br> This Deed may be executed in any number of counterparts all of which, taken together, shall<br> constitute one and the same agreement. Any Party may enter into this Deed by executing any<br> such counterpart. |
| 3.9 | Legal<br> Relationship: The Parties are independent principals and no Party is nor shall hold itself<br> out as the agent or partner of another, and no Party shall have any authority to bind or<br> incur any liability on behalf of any other Party. |
| 3.10 | Punctual<br> Performance: Any time, date or period mentioned in any Clause in this Deed may be varied<br> by mutual agreement between the Parties, made in writing and signed by or on behalf of each<br> of the Parties, but, as regards any time, date or period originally fixed and not so varied,<br> or any time, date or period so varied, as aforesaid, time shall be of the essence of this<br> Deed. |
| 4. | GOVERNING LAW AND JURISDICTION |
|---|
| 4.1 | Governing<br> Law: This Deed (together with all documents referred to in it) shall be governed by and<br> construed and take effect in accordance with the laws of Hong Kong. |
|---|---|
| 4.2 | Jurisdiction:<br> With respect to any question, dispute, suit, action or proceedings arising out of or in connection<br> with this Deed (the “Proceedings”), each Party irrevocably: |
| (A) | submits<br> to the exclusive jurisdiction of the courts of Hong Kong; and |
| --- | --- |
| (B) | waives<br> any objection which it may have at any time to the laying of venue of any Proceedings brought<br> in any such court, waives any claim for any inconveniences as a result of such Proceedings<br> having been brought in any such court and further waives the right to object, with respect<br> to such Proceedings, that such court does not have any jurisdiction over such Party. |
| 4.3 | Other<br> Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings<br> in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions<br> preclude the bringing of Proceedings in any other jurisdiction. |
| --- | --- |
[Signingpage to follow]
EXECUTIONPAGE
IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written
| EXECUTED<br> and DELIVERED | ) |
|---|---|
| as<br> a DEED under the COMMON SEAL of | ) |
| MING<br> SHING GROUP HOLDINGS | ) |
| LIMITED | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Unit<br> Meta AI Tech Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Gallant<br> Witness Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
Exhibit99.4
DEEDOF TERMINATION
THISDEED is made on , 2026
BETWEEN
| (1) | Ming<br> Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered<br> address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009,<br> Cayman Islands (“Party A”); and |
|---|---|
| (2) | Unit<br> Meta AI Tech Limited, a company limited by shares incorporated in Hong Kong with its registered<br> address at Flat A, 17/F, 8 Hart Avenue, Tsim Sha Tsui, Kowloon, Hong Kong (“Party B”) |
(collectively referred to as the “Parties” and individually as a “Party”)
WHEREAS:
| (A) | Reference<br> is made to the convertible promissory note dated May 23, 2025 issued by Party A to Party<br> B in the principal amount of US$37,000,000 (the “Agreement”). Unless otherwise<br> stated herein, terms defined in the Agreement shall have the same meanings when used herein. |
|---|---|
| (B) | The<br> Parties agree to terminate the Agreement subject to the terms of this Deed. |
NOWTHIS DEED WITNESSES AND IT IS HEREBY AGREED:
| 1. | INTERPRETATION |
|---|
| 1.1 | References<br> herein to Recitals and Clauses are references to recitals and clauses respectively in this<br> Deed unless the context requires otherwise |
|---|---|
| 1.2 | The<br> headings are inserted for convenience only and shall not affect the construction of this<br> Deed. |
| 1.3 | Unless<br> the context requires otherwise, words importing the singular include the plural and vice<br> versa and words importing a gender include every gender. |
| 2. | TERMINATION AND EFFECT |
| --- | --- |
| 2.1 | The<br> Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall<br> become null and void and without any further effect. Each Parties shall release and discharge<br> the other Party of its obligations under the Agreement. |
|---|---|
| 3. | GENERAL PROVISIONS |
| --- | --- |
| 3.1 | Costs:<br> Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions<br> contemplated therein. |
|---|---|
| 3.2 | Further<br> Assurance: Each Party agrees to perform (or procure the performance of) all further acts<br> and things, and execute and deliver (or procure the execution and delivery of) such further<br> documents, as may be required by law or as may be necessary or reasonably desirable to implement<br> and/or give effect to this Deed and the transactions contemplated by it. |
| 3.3 | Entire<br> Agreement: This Deed (together with any document described in or expressed to be entered<br> into in connection with this Deed) constitutes the entire agreement between the Parties in<br> relation to the transaction(s) referred to it or in them and supersedes any previous agreement<br> between the Parties in relation to such transaction(s). It is agreed that: |
| --- | --- |
(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and
(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.
| 3.4 | Remedies<br> are Cumulative: Any right, power or remedy expressly conferred upon any Party under this<br> Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers<br> and remedies which would, in the absence of express provision, be available to it; and may<br> be exercised as often as such Party considers appropriate. |
|---|---|
| 3.5 | Waivers:<br> No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right<br> or remedy provided by law or under this Deed shall affect the ability of that Party subsequently<br> to exercise such right or remedy or to pursue any other rights or remedies, nor shall such<br> failure or delay constitute a waiver or variation of that or any other right or remedy. No<br> single or partial exercise of any such right or remedy shall preclude any other or further<br> exercise of it or the exercise of any other right or remedy. |
| 3.6 | Severability:<br> The Parties intend that the provisions of this Deed shall be enforced to the fullest extent<br> permissible under the laws applied in each jurisdiction in which enforcement is sought. If<br> any particular provision or part of this Deed shall be held to be invalid or unenforceable,<br> then such provision shall (so far as invalid or unenforceable) be given no effect and shall<br> be deemed not to be included in this Deed but without invalidating any of the remaining provisions<br> of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable<br> provisions by a valid and enforceable substitute provision the effect of which is as close<br> as possible to the intended effect of the invalid or unenforceable provision. |
| 3.7 | Variation:<br> No variation of any of the terms of this Deed (or of any document described in or expressed<br> to be entered into in connection with this Deed) shall be effective unless such variation<br> is made in writing and signed by or on behalf of each of the Parties. The expression “variation”<br> shall include any variation, supplement, deletion or replacement however effected. |
| 3.8 | Counterparts:<br> This Deed may be executed in any number of counterparts all of which, taken together, shall<br> constitute one and the same agreement. Any Party may enter into this Deed by executing any<br> such counterpart. |
| 3.9 | Legal<br> Relationship: The Parties are independent principals and no Party is nor shall hold itself<br> out as the agent or partner of another, and no Party shall have any authority to bind or<br> incur any liability on behalf of any other Party. |
| 3.10 | Punctual<br> Performance: Any time, date or period mentioned in any Clause in this Deed may be varied<br> by mutual agreement between the Parties, made in writing and signed by or on behalf of each<br> of the Parties, but, as regards any time, date or period originally fixed and not so varied,<br> or any time, date or period so varied, as aforesaid, time shall be of the essence of this<br> Deed. |
| 4. | GOVERNING LAW AND JURISDICTION |
|---|
| 4.1 | Governing<br> Law: This Deed (together with all documents referred to in it) shall be governed by and<br> construed and take effect in accordance with the laws of Hong Kong. |
|---|---|
| 4.2 | Jurisdiction:<br> With respect to any question, dispute, suit, action or proceedings arising out of or in connection<br> with this Deed (the “Proceedings”), each Party irrevocably: |
| (A) | submits<br> to the exclusive jurisdiction of the courts of Hong Kong; and |
| --- | --- |
| (B) | waives<br> any objection which it may have at any time to the laying of venue of any Proceedings brought<br> in any such court, waives any claim for any inconveniences as a result of such Proceedings<br> having been brought in any such court and further waives the right to object, with respect<br> to such Proceedings, that such court does not have any jurisdiction over such Party. |
| 4.3 | Other<br> Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings<br> in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions<br> preclude the bringing of Proceedings in any other jurisdiction. |
| --- | --- |
[Signingpage to follow]
EXECUTIONPAGE
IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written
| EXECUTED<br> and DELIVERED | ) |
|---|---|
| as<br> a DEED under the COMMON SEAL of | ) |
| MING<br> SHING GROUP HOLDINGS | ) |
| LIMITED | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Unit<br> Meta AI Tech Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
Exhibit99.5
DEEDOF TERMINATION
THISDEED is made on , 2026
BETWEEN
| (1) | Ming<br> Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered<br> address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009,<br> Cayman Islands (“Party A”); and |
|---|---|
| (2) | Gallant<br> Witness Limited, a business company incorporated in the British Virgin Islands with its address<br> at 6-9-5 Minami-Aoyama, Minato-ku, Tokyo, Japan (“Party B”) |
(collectively referred to as the “Parties” and individually as a “Party”)
WHEREAS:
| (A) | Reference<br> is made to the convertible promissory note dated May 23, 2025 issued by Party A to Party<br> B in the principal amount of US$37,000,000 (the “Agreement”). Unless otherwise<br> stated herein, terms defined in the Agreement shall have the same meanings when used herein. |
|---|---|
| (B) | The<br> Parties agree to terminate the Agreement subject to the terms of this Deed. |
NOWTHIS DEED WITNESSES AND IT IS HEREBY AGREED:
| 1. | INTERPRETATION |
|---|
| 1.1 | References<br> herein to Recitals and Clauses are references to recitals and clauses respectively in this<br> Deed unless the context requires otherwise |
|---|---|
| 1.2 | The<br> headings are inserted for convenience only and shall not affect the construction of this<br> Deed. |
| 1.3 | Unless<br> the context requires otherwise, words importing the singular include the plural and vice<br> versa and words importing a gender include every gender. |
| 2. | TERMINATION AND EFFECT |
| --- | --- |
| 2.1 | The<br> Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall<br> become null and void and without any further effect. Each Parties shall release and discharge<br> the other Party of its obligations under the Agreement. |
|---|---|
| 3. | GENERAL PROVISIONS |
| --- | --- |
| 3.1 | Costs:<br> Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions<br> contemplated therein. |
|---|---|
| 3.2 | Further<br> Assurance: Each Party agrees to perform (or procure the performance of) all further acts<br> and things, and execute and deliver (or procure the execution and delivery of) such further<br> documents, as may be required by law or as may be necessary or reasonably desirable to implement<br> and/or give effect to this Deed and the transactions contemplated by it. |
| 3.3 | Entire<br> Agreement: This Deed (together with any document described in or expressed to be entered<br> into in connection with this Deed) constitutes the entire agreement between the Parties in<br> relation to the transaction(s) referred to it or in them and supersedes any previous agreement<br> between the Parties in relation to such transaction(s). It is agreed that: |
| --- | --- |
(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and
(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.
| 3.4 | Remedies<br> are Cumulative: Any right, power or remedy expressly conferred upon any Party under this<br> Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers<br> and remedies which would, in the absence of express provision, be available to it; and may<br> be exercised as often as such Party considers appropriate. |
|---|---|
| 3.5 | Waivers:<br> No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right<br> or remedy provided by law or under this Deed shall affect the ability of that Party subsequently<br> to exercise such right or remedy or to pursue any other rights or remedies, nor shall such<br> failure or delay constitute a waiver or variation of that or any other right or remedy. No<br> single or partial exercise of any such right or remedy shall preclude any other or further<br> exercise of it or the exercise of any other right or remedy. |
| 3.6 | Severability:<br> The Parties intend that the provisions of this Deed shall be enforced to the fullest extent<br> permissible under the laws applied in each jurisdiction in which enforcement is sought. If<br> any particular provision or part of this Deed shall be held to be invalid or unenforceable,<br> then such provision shall (so far as invalid or unenforceable) be given no effect and shall<br> be deemed not to be included in this Deed but without invalidating any of the remaining provisions<br> of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable<br> provisions by a valid and enforceable substitute provision the effect of which is as close<br> as possible to the intended effect of the invalid or unenforceable provision. |
| 3.7 | Variation:<br> No variation of any of the terms of this Deed (or of any document described in or expressed<br> to be entered into in connection with this Deed) shall be effective unless such variation<br> is made in writing and signed by or on behalf of each of the Parties. The expression “variation”<br> shall include any variation, supplement, deletion or replacement however effected. |
| 3.8 | Counterparts:<br> This Deed may be executed in any number of counterparts all of which, taken together, shall<br> constitute one and the same agreement. Any Party may enter into this Deed by executing any<br> such counterpart. |
| 3.9 | Legal<br> Relationship: The Parties are independent principals and no Party is nor shall hold itself<br> out as the agent or partner of another, and no Party shall have any authority to bind or<br> incur any liability on behalf of any other Party. |
| 3.10 | Punctual<br> Performance: Any time, date or period mentioned in any Clause in this Deed may be varied<br> by mutual agreement between the Parties, made in writing and signed by or on behalf of each<br> of the Parties, but, as regards any time, date or period originally fixed and not so varied,<br> or any time, date or period so varied, as aforesaid, time shall be of the essence of this<br> Deed. |
| 4. | GOVERNING LAW AND JURISDICTION |
|---|
| 4.1 | Governing<br> Law: This Deed (together with all documents referred to in it) shall be governed by and<br> construed and take effect in accordance with the laws of Hong Kong. |
|---|---|
| 4.2 | Jurisdiction:<br> With respect to any question, dispute, suit, action or proceedings arising out of or in connection<br> with this Deed (the “Proceedings”), each Party irrevocably: |
| (A) | submits<br> to the exclusive jurisdiction of the courts of Hong Kong; and |
| --- | --- |
| (B) | waives<br> any objection which it may have at any time to the laying of venue of any Proceedings brought<br> in any such court, waives any claim for any inconveniences as a result of such Proceedings<br> having been brought in any such court and further waives the right to object, with respect<br> to such Proceedings, that such court does not have any jurisdiction over such Party. |
| 4.3 | Other<br> Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings<br> in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions<br> preclude the bringing of Proceedings in any other jurisdiction. |
| --- | --- |
[Signingpage to follow]
EXECUTIONPAGE
IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written
| EXECUTED<br> and DELIVERED | ) |
|---|---|
| as<br> a DEED under the COMMON SEAL of | ) |
| MING<br> SHING GROUP HOLDINGS | ) |
| LIMITED | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Gallant<br> Witness Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
Exhibit99.6
DEEDOF TERMINATION
THISDEED is made on , 2026
BETWEEN
| (1) | Ming Shing<br>Group Holdings Limited, a company incorporated in the Cayman Islands with its registered address at Ogier Global (Cayman) Limited, 89<br>Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands; and |
|---|---|
| (2) | Winning Mission<br>Group Limited, a business company incorporated in the British Virgin Islands with its registered address at OMC Chambers, Wickhams Cay<br>1, Road Town, Tortola, VG1110, British Virgin Islands |
(collectively referred to as the “Parties” and individually as a “Party”)
WHEREAS:
| (A) | Reference<br>is made to the bitcoin purchase agreement dated August 20, 2025, for the purchase of 4,250 Bitcoins (the “Agreement”). Unless<br>otherwise stated herein, terms defined in the Agreement shall have the same meanings when used herein. |
|---|---|
| (B) | The<br> Parties agree to terminate the Agreement subject to the terms of this Deed. |
NOWTHIS DEED WITNESSES AND IT IS HEREBY AGREED:
| 1. | INTERPRETATION |
|---|
| 1.1 | References<br> herein to Recitals and Clauses are references to recitals and clauses respectively in this<br> Deed unless the context requires otherwise |
|---|---|
| 1.2 | The<br> headings are inserted for convenience only and shall not affect the construction of this<br> Deed. |
| 1.3 | Unless<br> the context requires otherwise, words importing the singular include the plural and vice<br> versa and words importing a gender include every gender. |
| 2. | TERMINATION AND EFFECT |
| --- | --- |
| 2.1 | The<br> Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall<br> become null and void and without any further effect. Each Parties shall release and discharge<br> the other Party of its obligations under the Agreement. |
|---|---|
| 3. | GENERAL PROVISIONS |
| --- | --- |
| 3.1 | Costs:<br> Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions<br> contemplated therein. |
|---|---|
| 3.2 | Further<br> Assurance: Each Party agrees to perform (or procure the performance of) all further acts<br> and things, and execute and deliver (or procure the execution and delivery of) such further<br> documents, as may be required by law or as may be necessary or reasonably desirable to implement<br> and/or give effect to this Deed and the transactions contemplated by it. |
| 3.3 | Entire<br> Agreement: This Deed (together with any document described in or expressed to be entered<br> into in connection with this Deed) constitutes the entire agreement between the Parties in<br> relation to the transaction(s) referred to it or in them and supersedes any previous agreement<br> between the Parties in relation to such transaction(s). It is agreed that: |
| --- | --- |
(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and
(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.
| 3.4 | Remedies<br> are Cumulative: Any right, power or remedy expressly conferred upon any Party under this<br> Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers<br> and remedies which would, in the absence of express provision, be available to it; and may<br> be exercised as often as such Party considers appropriate. |
|---|---|
| 3.5 | Waivers:<br> No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right<br> or remedy provided by law or under this Deed shall affect the ability of that Party subsequently<br> to exercise such right or remedy or to pursue any other rights or remedies, nor shall such<br> failure or delay constitute a waiver or variation of that or any other right or remedy. No<br> single or partial exercise of any such right or remedy shall preclude any other or further<br> exercise of it or the exercise of any other right or remedy. |
| 3.6 | Severability:<br> The Parties intend that the provisions of this Deed shall be enforced to the fullest extent<br> permissible under the laws applied in each jurisdiction in which enforcement is sought. If<br> any particular provision or part of this Deed shall be held to be invalid or unenforceable,<br> then such provision shall (so far as invalid or unenforceable) be given no effect and shall<br> be deemed not to be included in this Deed but without invalidating any of the remaining provisions<br> of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable<br> provisions by a valid and enforceable substitute provision the effect of which is as close<br> as possible to the intended effect of the invalid or unenforceable provision. |
| 3.7 | Variation:<br> No variation of any of the terms of this Deed (or of any document described in or expressed<br> to be entered into in connection with this Deed) shall be effective unless such variation<br> is made in writing and signed by or on behalf of each of the Parties. The expression “variation”<br> shall include any variation, supplement, deletion or replacement however effected. |
| 3.8 | Counterparts:<br> This Deed may be executed in any number of counterparts all of which, taken together, shall<br> constitute one and the same agreement. Any Party may enter into this Deed by executing any<br> such counterpart. |
| 3.9 | Legal<br> Relationship: The Parties are independent principals and no Party is nor shall hold itself<br> out as the agent or partner of another, and no Party shall have any authority to bind or<br> incur any liability on behalf of any other Party. |
| 3.10 | Punctual<br> Performance: Any time, date or period mentioned in any Clause in this Deed may be varied<br> by mutual agreement between the Parties, made in writing and signed by or on behalf of each<br> of the Parties, but, as regards any time, date or period originally fixed and not so varied,<br> or any time, date or period so varied, as aforesaid, time shall be of the essence of this<br> Deed. |
| 4. | GOVERNING LAW AND JURISDICTION |
|---|
| 4.1 | Governing<br> Law: This Deed (together with all documents referred to in it) shall be governed by and<br> construed and take effect in accordance with the laws of Hong Kong. |
|---|---|
| 4.2 | Jurisdiction:<br> With respect to any question, dispute, suit, action or proceedings arising out of or in connection<br> with this Deed (the “Proceedings”), each Party irrevocably: |
| (A) | submits<br> to the exclusive jurisdiction of the courts of Hong Kong; and |
| --- | --- |
| (B) | waives<br> any objection which it may have at any time to the laying of venue of any Proceedings brought<br> in any such court, waives any claim for any inconveniences as a result of such Proceedings<br> having been brought in any such court and further waives the right to object, with respect<br> to such Proceedings, that such court does not have any jurisdiction over such Party. |
| 4.3 | Other<br> Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings<br> in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions<br> preclude the bringing of Proceedings in any other jurisdiction. |
| --- | --- |
[Signingpage to follow]
EXECUTIONPAGE
IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written
| EXECUTED<br> and DELIVERED | ) |
|---|---|
| as<br> a DEED under the COMMON SEAL of | ) |
| MING<br> SHING GROUP HOLDINGS | ) |
| LIMITED | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Winning Mission Group Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
Exhibit99.7
DEEDOF TERMINATION
THISDEED is made on , 2026
BETWEEN
| (1) | Ming<br> Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered<br> address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009,<br> Cayman Islands (“Party A”); |
|---|---|
| (2) | Winning<br> Mission Group Limited, a business company incorporated in the British Virgin Islands with<br> its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, VG1110, British<br> Virgin Islands (“Party B”); and |
| (3) | Rich<br> Plenty Investment Limited, a business company incorporated in the British Virgin Islands<br> with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, VG 1110,<br> British Virgin Islands (“Party C”) |
(collectively referred to as the “Parties” and individually as a “Party”)
WHEREAS:
| (A) | Reference<br>is made to the assignment agreement dated August 20, 2025 among Party A, Party B and Party C for the assignment of consideration in the<br>amount of 2,125 Bitcoins from Party B to Party C (the “Agreement”). Unless otherwise stated herein, terms defined in the<br>Agreement shall have the same meanings when used herein. |
|---|---|
| (B) | The<br> Parties agree to terminate the Agreement subject to the terms of this Deed. |
NOWTHIS DEED WITNESSES AND IT IS HEREBY AGREED:
| 1. | INTERPRETATION |
|---|
| 1.1 | References<br> herein to Recitals and Clauses are references to recitals and clauses respectively in this<br> Deed unless the context requires otherwise |
|---|---|
| 1.2 | The<br> headings are inserted for convenience only and shall not affect the construction of this<br> Deed. |
| 1.3 | Unless<br> the context requires otherwise, words importing the singular include the plural and vice<br> versa and words importing a gender include every gender. |
| 2. | TERMINATION AND EFFECT |
| --- | --- |
| 2.1 | The<br> Parties hereby terminate the Agreement with immediate effect upon which the Agreement shall<br> become null and void and without any further effect. Each Parties shall release and discharge<br> the other Party of its obligations under the Agreement. |
|---|---|
| 3. | GENERAL PROVISIONS |
| --- | --- |
| 3.1 | Costs:<br> Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions<br> contemplated therein. |
|---|---|
| 3.2 | Further<br> Assurance: Each Party agrees to perform (or procure the performance of) all further acts<br> and things, and execute and deliver (or procure the execution and delivery of) such further<br> documents, as may be required by law or as may be necessary or reasonably desirable to implement<br> and/or give effect to this Deed and the transactions contemplated by it. |
| 3.3 | Entire<br> Agreement: This Deed (together with any document described in or expressed to be entered<br> into in connection with this Deed) constitutes the entire agreement between the Parties in<br> relation to the transaction(s) referred to it or in them and supersedes any previous agreement<br> between the Parties in relation to such transaction(s). It is agreed that: |
| --- | --- |
(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and
(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.
| 3.4 | Remedies<br> are Cumulative: Any right, power or remedy expressly conferred upon any Party under this<br> Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers<br> and remedies which would, in the absence of express provision, be available to it; and may<br> be exercised as often as such Party considers appropriate. |
|---|---|
| 3.5 | Waivers:<br> No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right<br> or remedy provided by law or under this Deed shall affect the ability of that Party subsequently<br> to exercise such right or remedy or to pursue any other rights or remedies, nor shall such<br> failure or delay constitute a waiver or variation of that or any other right or remedy. No<br> single or partial exercise of any such right or remedy shall preclude any other or further<br> exercise of it or the exercise of any other right or remedy. |
| 3.6 | Severability:<br> The Parties intend that the provisions of this Deed shall be enforced to the fullest extent<br> permissible under the laws applied in each jurisdiction in which enforcement is sought. If<br> any particular provision or part of this Deed shall be held to be invalid or unenforceable,<br> then such provision shall (so far as invalid or unenforceable) be given no effect and shall<br> be deemed not to be included in this Deed but without invalidating any of the remaining provisions<br> of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable<br> provisions by a valid and enforceable substitute provision the effect of which is as close<br> as possible to the intended effect of the invalid or unenforceable provision. |
| 3.7 | Variation:<br> No variation of any of the terms of this Deed (or of any document described in or expressed<br> to be entered into in connection with this Deed) shall be effective unless such variation<br> is made in writing and signed by or on behalf of each of the Parties. The expression “variation”<br> shall include any variation, supplement, deletion or replacement however effected. |
| 3.8 | Counterparts:<br> This Deed may be executed in any number of counterparts all of which, taken together, shall<br> constitute one and the same agreement. Any Party may enter into this Deed by executing any<br> such counterpart. |
| 3.9 | Legal<br> Relationship: The Parties are independent principals and no Party is nor shall hold itself<br> out as the agent or partner of another, and no Party shall have any authority to bind or<br> incur any liability on behalf of any other Party. |
| 3.10 | Punctual<br> Performance: Any time, date or period mentioned in any Clause in this Deed may be varied<br> by mutual agreement between the Parties, made in writing and signed by or on behalf of each<br> of the Parties, but, as regards any time, date or period originally fixed and not so varied,<br> or any time, date or period so varied, as aforesaid, time shall be of the essence of this<br> Deed. |
| 4. | GOVERNING LAW AND JURISDICTION |
|---|
| 4.1 | Governing<br> Law: This Deed (together with all documents referred to in it) shall be governed by and<br> construed and take effect in accordance with the laws of Hong Kong. |
|---|---|
| 4.2 | Jurisdiction:<br> With respect to any question, dispute, suit, action or proceedings arising out of or in connection<br> with this Deed (the “Proceedings”), each Party irrevocably: |
| (A) | submits<br> to the exclusive jurisdiction of the courts of Hong Kong; and |
| --- | --- |
| (B) | waives<br> any objection which it may have at any time to the laying of venue of any Proceedings brought<br> in any such court, waives any claim for any inconveniences as a result of such Proceedings<br> having been brought in any such court and further waives the right to object, with respect<br> to such Proceedings, that such court does not have any jurisdiction over such Party. |
| 4.3 | Other<br> Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings<br> in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions<br> preclude the bringing of Proceedings in any other jurisdiction. |
| --- | --- |
[Signingpage to follow]
EXECUTIONPAGE
IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written
| EXECUTED<br> and DELIVERED | ) |
|---|---|
| as<br> a DEED under the COMMON SEAL of | ) |
| MING<br> SHING GROUP HOLDINGS | ) |
| LIMITED | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Winning<br> Mission Group Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Rich<br> Plenty Investment Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
Exhibit99.8
DEEDOF TERMINATION
THISDEED is made on , 2026
BETWEEN
| (1) | Ming<br> Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered<br> address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009,<br> Cayman Islands (“Party A”); and |
|---|---|
| (2) | Winning<br>Mission Group Limited, a business company incorporated in the British Virgin Islands with its registered address at OMC Chambers, Wickhams<br>Cay 1, Road Town, Tortola, VG1110, British Virgin Islands (“Party B”). |
(collectively referred to as the “Parties” and individually as a “Party”)
WHEREAS:
| (A) | Reference<br> is made to the (i) convertible promissory note dated August 20, 2025 issued by Party A to<br> Party B in the principal amount of US$241,480,750; and (ii) the warrant dated August 20,<br> 2025 issued by Party A to Party B of 201,233,958 warrant shares (together, the “Agreements”).<br> Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings<br> when used herein. |
|---|---|
| (B) | The<br> Parties agree to terminate the Agreements subject to the terms of this Deed. |
NOWTHIS DEED WITNESSES AND IT IS HEREBY AGREED:
| 1. | INTERPRETATION |
|---|
| 1.1 | References<br> herein to Recitals and Clauses are references to recitals and clauses respectively in this<br> Deed unless the context requires otherwise |
|---|---|
| 1.2 | The<br> headings are inserted for convenience only and shall not affect the construction of this<br> Deed. |
| 1.3 | Unless<br> the context requires otherwise, words importing the singular include the plural and vice<br> versa and words importing a gender include every gender. |
| 2. | TERMINATION AND EFFECT |
| --- | --- |
| 2.1 | The<br> Parties hereby terminate the Agreements with immediate effect upon which the Agreements shall<br> become null and void and without any further effect. Each Parties shall release and discharge<br> the other Party of its obligations under the Agreements. |
|---|---|
| 3. | GENERAL PROVISIONS |
| --- | --- |
| 3.1 | Costs:<br> Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions<br> contemplated therein. |
|---|---|
| 3.2 | Further<br> Assurance: Each Party agrees to perform (or procure the performance of) all further acts<br> and things, and execute and deliver (or procure the execution and delivery of) such further<br> documents, as may be required by law or as may be necessary or reasonably desirable to implement<br> and/or give effect to this Deed and the transactions contemplated by it. |
| 3.3 | Entire<br> Agreement: This Deed (together with any document described in or expressed to be entered<br> into in connection with this Deed) constitutes the entire agreement between the Parties in<br> relation to the transaction(s) referred to it or in them and supersedes any previous agreement<br> between the Parties in relation to such transaction(s). It is agreed that: |
| --- | --- |
(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and
(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.
| 3.4 | Remedies<br> are Cumulative: Any right, power or remedy expressly conferred upon any Party under this<br> Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers<br> and remedies which would, in the absence of express provision, be available to it; and may<br> be exercised as often as such Party considers appropriate. |
|---|---|
| 3.5 | Waivers:<br> No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right<br> or remedy provided by law or under this Deed shall affect the ability of that Party subsequently<br> to exercise such right or remedy or to pursue any other rights or remedies, nor shall such<br> failure or delay constitute a waiver or variation of that or any other right or remedy. No<br> single or partial exercise of any such right or remedy shall preclude any other or further<br> exercise of it or the exercise of any other right or remedy. |
| 3.6 | Severability:<br> The Parties intend that the provisions of this Deed shall be enforced to the fullest extent<br> permissible under the laws applied in each jurisdiction in which enforcement is sought. If<br> any particular provision or part of this Deed shall be held to be invalid or unenforceable,<br> then such provision shall (so far as invalid or unenforceable) be given no effect and shall<br> be deemed not to be included in this Deed but without invalidating any of the remaining provisions<br> of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable<br> provisions by a valid and enforceable substitute provision the effect of which is as close<br> as possible to the intended effect of the invalid or unenforceable provision. |
| 3.7 | Variation:<br> No variation of any of the terms of this Deed (or of any document described in or expressed<br> to be entered into in connection with this Deed) shall be effective unless such variation<br> is made in writing and signed by or on behalf of each of the Parties. The expression “variation”<br> shall include any variation, supplement, deletion or replacement however effected. |
| 3.8 | Counterparts:<br> This Deed may be executed in any number of counterparts all of which, taken together, shall<br> constitute one and the same agreement. Any Party may enter into this Deed by executing any<br> such counterpart. |
| 3.9 | Legal<br> Relationship: The Parties are independent principals and no Party is nor shall hold itself<br> out as the agent or partner of another, and no Party shall have any authority to bind or<br> incur any liability on behalf of any other Party. |
| 3.10 | Punctual<br> Performance: Any time, date or period mentioned in any Clause in this Deed may be varied<br> by mutual agreement between the Parties, made in writing and signed by or on behalf of each<br> of the Parties, but, as regards any time, date or period originally fixed and not so varied,<br> or any time, date or period so varied, as aforesaid, time shall be of the essence of this<br> Deed. |
| 4. | GOVERNING LAW AND JURISDICTION |
|---|
| 4.1 | Governing<br> Law: This Deed (together with all documents referred to in it) shall be governed by and<br> construed and take effect in accordance with the laws of Hong Kong. |
|---|---|
| 4.2 | Jurisdiction:<br> With respect to any question, dispute, suit, action or proceedings arising out of or in connection<br> with this Deed (the “Proceedings”), each Party irrevocably: |
| (A) | submits<br> to the exclusive jurisdiction of the courts of Hong Kong; and |
| --- | --- |
| (B) | waives<br> any objection which it may have at any time to the laying of venue of any Proceedings brought<br> in any such court, waives any claim for any inconveniences as a result of such Proceedings<br> having been brought in any such court and further waives the right to object, with respect<br> to such Proceedings, that such court does not have any jurisdiction over such Party. |
| 4.3 | Other<br> Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings<br> in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions<br> preclude the bringing of Proceedings in any other jurisdiction. |
| --- | --- |
[Signingpage to follow]
EXECUTIONPAGE
IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written
| EXECUTED<br> and DELIVERED | ) |
|---|---|
| as<br> a DEED under the COMMON SEAL of | ) |
| MING<br> SHING GROUP HOLDINGS | ) |
| LIMITED | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Winning<br> Mission Group Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
Exhibit99.9
DEEDOF TERMINATION
THISDEED is made on , 2026
BETWEEN
| (1) | Ming<br> Shing Group Holdings Limited, a company incorporated in the Cayman Islands with its registered<br> address at Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009,<br> Cayman Islands (“Party A”); and |
|---|---|
| (2) | Rich<br> Plenty Investment Limited, a business company incorporated in the British Virgin Islands<br> with its registered address at OMC Chambers, Wickhams Cay 1, Road Town, Tortola, VG 1110,<br> British Virgin Islands (“Party B”). |
(collectively referred to as the “Parties” and individually as a “Party”)
WHEREAS:
| (A) | Reference<br> is made to the (i) convertible promissory note dated August 20, 2025 issued by Party A to<br> Party B in the principal amount of US$241,480,750; and (ii) the warrant dated August 20,<br> 2025 issued by Party A to Party B of 201,233,958 warrant shares (together, the “Agreements”).<br> Unless otherwise stated herein, terms defined in the Agreement shall have the same meanings<br> when used herein. |
|---|---|
| (B) | The<br> Parties agree to terminate the Agreements subject to the terms of this Deed. |
NOWTHIS DEED WITNESSES AND IT IS HEREBY AGREED:
| 1. | INTERPRETATION |
|---|
| 1.1 | References<br> herein to Recitals and Clauses are references to recitals and clauses respectively in this<br> Deed unless the context requires otherwise |
|---|---|
| 1.2 | The<br> headings are inserted for convenience only and shall not affect the construction of this<br> Deed. |
| 1.3 | Unless<br> the context requires otherwise, words importing the singular include the plural and vice<br> versa and words importing a gender include every gender. |
| 2. | TERMINATION AND EFFECT |
| --- | --- |
| 2.1 | The<br> Parties hereby terminate the Agreements with immediate effect upon which the Agreements shall<br> become null and void and without any further effect. Each Parties shall release and discharge<br> the other Party of its obligations under the Agreements. |
|---|---|
| 3. | GENERAL PROVISIONS |
| --- | --- |
| 3.1 | Costs:<br> Each party shall bear its own costs and expenses of and incidental to this Deed and the transactions<br> contemplated therein. |
|---|---|
| 3.2 | Further<br> Assurance: Each Party agrees to perform (or procure the performance of) all further acts<br> and things, and execute and deliver (or procure the execution and delivery of) such further<br> documents, as may be required by law or as may be necessary or reasonably desirable to implement<br> and/or give effect to this Deed and the transactions contemplated by it. |
| 3.3 | Entire<br> Agreement: This Deed (together with any document described in or expressed to be entered<br> into in connection with this Deed) constitutes the entire agreement between the Parties in<br> relation to the transaction(s) referred to it or in them and supersedes any previous agreement<br> between the Parties in relation to such transaction(s). It is agreed that: |
| --- | --- |
(A) no Party has entered into this Deed in reliance upon any representation, warranty or undertaking of any other Party which is not expressly set out or referred to in this Deed; and
(B) except for any breach of an express representation or warranty under this Deed, no Party shall have any claim or remedy under this Deed in respect of misrepresentation or untrue statement made by any other Party, whether negligent or otherwise, and whether made prior to or after this Deed, PROVIDED THAT this Clause shall not exclude liability for fraudulent misrepresentation.
| 3.4 | Remedies<br> are Cumulative: Any right, power or remedy expressly conferred upon any Party under this<br> Deed shall be in addition to, not exclusive of, and without prejudice to all rights, powers<br> and remedies which would, in the absence of express provision, be available to it; and may<br> be exercised as often as such Party considers appropriate. |
|---|---|
| 3.5 | Waivers:<br> No failure, relaxation, forbearance, indulgence or delay of any Party in exercising any right<br> or remedy provided by law or under this Deed shall affect the ability of that Party subsequently<br> to exercise such right or remedy or to pursue any other rights or remedies, nor shall such<br> failure or delay constitute a waiver or variation of that or any other right or remedy. No<br> single or partial exercise of any such right or remedy shall preclude any other or further<br> exercise of it or the exercise of any other right or remedy. |
| 3.6 | Severability:<br> The Parties intend that the provisions of this Deed shall be enforced to the fullest extent<br> permissible under the laws applied in each jurisdiction in which enforcement is sought. If<br> any particular provision or part of this Deed shall be held to be invalid or unenforceable,<br> then such provision shall (so far as invalid or unenforceable) be given no effect and shall<br> be deemed not to be included in this Deed but without invalidating any of the remaining provisions<br> of this Deed. The Parties shall use all reasonable endeavours to replace the invalid or unenforceable<br> provisions by a valid and enforceable substitute provision the effect of which is as close<br> as possible to the intended effect of the invalid or unenforceable provision. |
| 3.7 | Variation:<br> No variation of any of the terms of this Deed (or of any document described in or expressed<br> to be entered into in connection with this Deed) shall be effective unless such variation<br> is made in writing and signed by or on behalf of each of the Parties. The expression “variation”<br> shall include any variation, supplement, deletion or replacement however effected. |
| 3.8 | Counterparts:<br> This Deed may be executed in any number of counterparts all of which, taken together, shall<br> constitute one and the same agreement. Any Party may enter into this Deed by executing any<br> such counterpart. |
| 3.9 | Legal<br> Relationship: The Parties are independent principals and no Party is nor shall hold itself<br> out as the agent or partner of another, and no Party shall have any authority to bind or<br> incur any liability on behalf of any other Party. |
| 3.10 | Punctual<br> Performance: Any time, date or period mentioned in any Clause in this Deed may be varied<br> by mutual agreement between the Parties, made in writing and signed by or on behalf of each<br> of the Parties, but, as regards any time, date or period originally fixed and not so varied,<br> or any time, date or period so varied, as aforesaid, time shall be of the essence of this<br> Deed. |
| 4. | GOVERNING LAW AND JURISDICTION |
|---|
| 4.1 | Governing<br> Law: This Deed (together with all documents referred to in it) shall be governed by and<br> construed and take effect in accordance with the laws of Hong Kong. |
|---|---|
| 4.2 | Jurisdiction:<br> With respect to any question, dispute, suit, action or proceedings arising out of or in connection<br> with this Deed (the “Proceedings”), each Party irrevocably: |
| (A) | submits<br> to the exclusive jurisdiction of the courts of Hong Kong; and |
| --- | --- |
| (B) | waives<br> any objection which it may have at any time to the laying of venue of any Proceedings brought<br> in any such court, waives any claim for any inconveniences as a result of such Proceedings<br> having been brought in any such court and further waives the right to object, with respect<br> to such Proceedings, that such court does not have any jurisdiction over such Party. |
| 4.3 | Other<br> Jurisdictions: Nothing in this Deed precludes either Party from bringing Proceedings<br> in any other jurisdiction nor will the bringing of Proceedings in any one or more jurisdictions<br> preclude the bringing of Proceedings in any other jurisdiction. |
| --- | --- |
[Signingpage to follow]
EXECUTIONPAGE
IN WITNESS whereof, the Parties have duly executed this Deed the day and year first above written
| EXECUTED<br> and DELIVERED | ) |
|---|---|
| as<br> a DEED under the COMMON SEAL of | ) |
| MING<br> SHING GROUP HOLDINGS | ) |
| LIMITED | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |
| EXECUTED<br> and DELIVERED | ) |
| --- | --- |
| as<br> a DEED under the COMMON SEAL of | ) |
| Rich<br> Plenty Investment Limited | ) |
| and<br> SIGNED by its director(s) | ) |
| in<br> the presence of: | ) |