MSCTECH (01632): Listing Review Committee decides to uphold the decision that the company is no longer suitable for listing and to continue the trading suspension

MSCTECH (01632) announced that on November 13, 2026, the Company received a letter from the Stock Exchange (the Letter), which stated that, after careful consideration of all information submitted by the Company and the Listing Division, the Listing Review Committee decided to uphold the Listing Committee's decision that the consolidation constitutes an arrangement aimed at circumventing the reverse takeover rules and the new listing requirements under Chapter 8 of the Listing Rules in order to achieve a backdoor listing of Minshang Zhihui. As the Company has not complied with the relevant requirements, the Listing Review Committee decided to uphold the Listing Committee's decision that the Company is no longer suitable for listing and to suspend trading in the Company's shares under Rule 6.01(4) of the Listing Rules. In making its decision, the Listing Review Committee considered the following reasons (excerpted from the Letter): 1. The Listing Review Committee accepted the Listing Division's submission that the arrangement should be assessed on the principle of substance over form. Although the Company did not pay consideration for increasing its control over Minshang Zhihui, the effect of the amendments to Minshang Zhihui's articles of association enabled the Company to control and consolidate a business substantially larger in scale than the Company's original information technology solutions business. Accordingly, the arrangement achieved the same substantive result as an acquisition of Minshang Zhihui by the Company. 2. Immediately prior to the consolidation, the Company's original information technology solutions business (i.e., its only revenue-generating business) operated on a very small scale, generating revenue of only HK$0.2 million for the full 2025 financial year. In contrast, the Group's revenue increased to HK$19.4 million for the six-month financial period ended September 30, 2025, which, as stated by the Company, was entirely derived from Minshang Zhihui and was generated within a period of only two months after the consolidation. 3. The Listing Review Committee did not accept the Company's argument that Minshang Zhihui is a continuation of the information technology solutions business, as Minshang Zhihui's business model differs materially from that of the information technology solutions business. The Listing Review Committee noted in particular that the majority of Minshang Zhihui's revenue was derived from product sales rather than platform fees. The Listing Review Committee also noted that the Company did not dispute the Listing Division's statement that Minshang Zhihui did not itself satisfy the new listing requirements. 4. Accordingly, the Listing Review Committee agreed with the Listing Committee's decision that the consolidation constitutes an arrangement to achieve a backdoor listing of Minshang Zhihui. 5. Regarding communications between the Company and the Listing Division, the Listing Review Committee noted the Company's statement that it had proposed the consolidation to the Listing Division and believed that the Listing Division had no objection in principle to the consolidation. In the absence of documentary evidence of the content of the relevant meeting discussions, the Listing Review Committee expressed no view on the content of those discussions. However, the Listing Review Committee noted that, in a request-for-explanation letter issued by the Listing Division, the Listing Division had also raised concerns that the Company may have breached the reverse takeover rules when it disposed of its restaurant business and acquired Scenewell (Beijing) Technology Co., Ltd. The Company further acknowledged that its financial adviser had reminded it of the potential reverse takeover issue arising from the consolidation. Accordingly, the Listing Review Committee considered that the Company was aware that the reverse takeover was a potential issue to be resolved. In view of the Listing Review Committee's decision that the consolidation constitutes a breach of the reverse takeover rules, it agreed that the Listing Division should exercise its powers under Rule 2.04 of the Listing Rules to impose additional conditions, namely to treat the Company as a new listing applicant and require it to comply with the additional reverse takeover requirements under Rules 14.54 to 14.57 of the Listing Rules (including the new listing requirements). As the Company has not complied with the relevant requirements, the Listing Review Committee concluded that, following the consolidation, the Company is no longer suitable for listing and that trading in the Company's shares should be suspended under Rule 6.01(4) of the Listing Rules. As trading in the Company's shares has been suspended since July 2, 2026 due to the failure to publish its annual results for the financial year ended March 31, 2026, the Company is required to meet any resumption guidance that the Stock Exchange may set and to fully comply with the Listing Rules to the satisfaction of the Stock Exchange by January 1, 2028. Under Rule 6.01A(1) of the Listing Rules, if trading is suspended for 18 consecutive months, the Stock Exchange may cancel the listing status of the Company's shares. In addition, trading in the Company's shares remains suspended.