Ming Shing Group Holdings Limited closed its acquisition of Meals Through Seasons Limited on Sept. 2, 2026, transferring the target’s entire issued share capital to the company. The transaction has an aggregate consideration of US$510 million, payable entirely in securities with no cash consideration: 150 million Class A ordinary shares issued at an agreed reference price of US$1 per share and US$360 million of unsecured convertible promissory notes. Hongs Smart Limited received 105 million shares and notes with an original principal amount of US$252 million, while Yapjianhuei Smart Limited received 45 million shares and US$108 million of notes, reflecting their 70% and 30% interests in the target. The notes bear no ordinary interest, have no fixed maturity, and are divided into three annual performance tranches. Each tranche becomes convertible at $1 per share only if the Holding Company’s audited consolidated net profit after tax for the corresponding year reaches at least 50% of the applicable forecast, subject to a 24% voting-rights limit for each holder and its affiliates.