MSCTECH (01632.HK): Listing Committee rules consolidation constitutes circumvention of reverse takeover rules, upholding suspension decision
NewTimeSpace News: On 10 August 2026, Minshang Creative Technology Holdings Limited (stock code: 01632) published an announcement, disclosing that on 10 August 2026 the Company received a letter from the Stock Exchange stating that, after considering all information submitted by the Company and the Listing Department, the Listing Committee agreed with the Listing Department's decision that the consolidation constituted an arrangement to circumvent the reverse takeover rules and the new listing requirements under Chapter 8 of the Listing Rules to achieve a backdoor listing of Minshang Zhihui; as the Company had not complied with the relevant new listing requirements, it was considered no longer suitable for listing after the consolidation, and the Listing Committee decided to uphold the decision to suspend trading in the Company's shares under Rule 6.01(4) of the Listing Rules.
In making its decision, the Listing Committee applied a principle-based test and considered the relevant factors set out in the note to Rule 14.06B of the Listing Rules and the guidance letter HKEX-GL104-19 on the application of the reverse takeover rules. The Listing Committee considered that the consolidation constituted an arrangement intended to achieve a backdoor listing of Minshang Zhihui, with key considerations including: first, the Company was in substance a listed shell company at the time of consolidation, with revenue of its sole revenue-generating IT solutions business declining from HKD 60.1 million in fiscal year 2023 to HKD 8.0 million in fiscal year 2024 and further to an extremely low level of HKD 0.2 million in fiscal year 2025; second, the scale of Minshang Zhihui was significant relative to the Group, with its revenue ranging between HKD 272.0 million and HKD 502.9 million during fiscal years 2023 to 2025, while the Company's IT solutions business generated revenue of only between HKD 0.2 million and HKD 60.1 million; third, there was a fundamental change in the principal business, with fundamental differences in the business models, nature and scale of the two businesses; and fourth, Minshang Zhihui recorded losses in both fiscal years 2024 and 2025, with aggregate net losses of HKD 71.1 million over the period, failing to meet the eligibility standards for new listings.
The announcement stated that the Company is entitled under Chapter 2B of the Listing Rules to refer the Listing Committee decision to the Listing Review Committee for review within seven business days from the date of the Listing Committee decision, and that the Company is reviewing the decision and discussing with its professional advisers whether to apply for a review, with further announcement(s) to be made in due course and in accordance with the Listing Rules. Trading in the Company's shares on the Stock Exchange has been suspended since 9:00 a.m. on 2 July 2026 and will remain suspended until further notice. Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.
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