0001493152-26-038558 Sample Contracts

DIRECTOR AGREEMENT
Director Agreement • August 17th, 2026 • Ming Shing Group Holdings LTD • Construction - special trade contractors • New York

THIS DIRECTOR AGREEMENT (this “Agreement”), dated as of June 4, 2026, is by and between Ming Shing Group Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), and Zhijun PAN, an individual (the “Director”).

CONVERTIBLE PROMISSORY NOTE
Convertible Promissory Note • August 17th, 2026 • Ming Shing Group Holdings LTD • Construction - special trade contractors • New York

This Note is issued pursuant to the terms of that certain Note Purchase Agreement (the “Agreement”), dated as of the date hereof, by and among the Company, Holder and the holders of other notes issued pursuant to the Agreement. Capitalized terms used but not defined herein have the meanings given to them in the Agreement. This Note may be repaid or converted in accordance with the terms of the Agreement. This Note is a direct, unconditional, unsecured and unsubordinated obligation of the Company and ranks pari passu with all present and future unsecured and unsubordinated obligations of the Company, except as obligations may be preferred by laws of general application

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • August 17th, 2026 • Ming Shing Group Holdings LTD • Construction - special trade contractors • New York

This Note Purchase Agreement (the “Agreement”) is made and entered into as of June 8, 2026, by and among Ming Shing Group Holdings Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), whose ordinary shares, par value $0.0005 per share (the “Ordinary Shares”), are listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker “MSW,” and the purchasers listed on Annex I hereto (the “Purchasers”), solely in their capacity as Purchasers under the Acquisition Agreement (as hereinafter defined).