Voicecomm Technology Co., Ltd. — Board/Management Information 2024

Aug 20, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Shanghai Voicecomm Information Technology Co., Ltd. 上海聲通信息科技股份有限公司*

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 2495)

CHANGES OF HEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN THE PRC, REGISTERED OFFICE IN THE PRC AND COMPANY NAME AND PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CHANGES OF HEADQUARTERS AND PRINCIPAL PLACE OF BUSINESS IN THE PRC, REGISTERED OFFICE IN THE PRC AND COMPANY NAME

The board (the “ Board ”) of directors (the “ Directors ”) of Shanghai Voicecomm Information Technology Co., Ltd.* (the “ Company ”) is pleased to announce that it has resolved to change the addresses of headquarters and principal place of business in the People’s Republic of China (the “ PRC ”) and the registered office in the PRC to 4th Floor, F11 Building, Phase 4.1, Wuhan Software New City, East Lake High-tech Development Zone, Wuhan, Hubei Province, the PRC (the “ Change of Address ”). The Company’s website will remain unchanged.

Following the resolution for the Change of Address, the Board further resolved to (i) change the name of the Company from “上海聲通信息科技股份有限公司” to “湖北聲通科技股份有限公司”[#] , and the English name of the Company from “Shanghai Voicecomm Information Technology Co., Ltd.”* to “Hubei Voicecomm Technology Co., Ltd.”[ #] (the “ Change of Company Name ”) in order to reflect the Change of Address in the Company’s name; and (ii) make various corresponding amendments (the “ Amendments to the Articles ”) to the existing articles of association of the Company (the “ Articles of Association ”). The English stock short name and the Chinese stock short name of the Company will remain unchanged.

The Change of Address and the Change of Company Name shall take effect upon the completion of the registration procedures with the relevant governmental authorities in the PRC, while the proposed Amendments to the Articles are subject to the approval by the shareholders of the Company (the “ Shareholders ”) at an extraordinary general meeting (the “ EGM ”) by way of special resolutions.

Upon the Change of Company Name becoming effective, the Company will apply to the Hong Kong Companies Registry for a Certificate of Registration of Alteration of Name of Registered Non-Hong Kong Company to comply with the necessary registration and/or filing procedures in Hong Kong.

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EFFECT OF THE CHANGE OF COMPANY NAME

The Change of Company Name will not affect any rights of the Shareholders. All existing share certificates in issue bearing the existing English and Chinese names of the Company will, after the Change of Company Name, continue to be evidence of title and be valid for trading, settlement, registration and delivery for the same number of shares in the new name of the Company. Once the Change of Company Name has become effective, new share certificates of the Company will be issued only in the new name of the Company and the securities of the Company will be traded on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) in the new name. There will not be any arrangement for free exchange of existing share certificates for new share certificates under the new name of the Company.

PROPOSED AMENDMENTS TO THE ARTICLES

The Board proposed to make the following amendments to the Articles of Association (deleted texts are presented in strikethrough and additional texts are presented in underline), in relation to (i) the Change of Address; (ii) the Change of Company Name; and (iii) the change of the registered capital of the Company following the partial exercise of the Over-Allotment Option (as defined in the prospectus dated June 28, 2024 issued by the Company). For further details relating to the partial exercise of the Over-Allotment Option, please refer to the announcement of the Company dated August 4, 2024.

Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 1 To safeguard the legal interests of Shanghai Voicecomm Information Technology Co., Ltd. (hereinafter referred to as the “Company”) and its shareholders and creditors and to regulate the organization and behaviors of the Company, the Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as “Securities Law”), the Accounting Law of the People’s Republic of China (hereinafter referred to as “Accounting Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as “Trial Measures”), the Guidelines for the Articles of Association of Listed Companies (hereinafter referred to as “Guideline on Articles”), the Official Reply of the State Council on Adjusting the Notice Period and Other Relevant Issues about Shareholders’ Meeting Applicable to Overseaslisted Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”), and other applicable laws, administrative regulations, departmental rules, regulatory documents and regulations of the relevant regulatory authorities.

Article 1 To safeguard the legal interests of Shanghai Voicecomm Information Technology Co., Ltd. Hubei Voicecomm Technology Co., Ltd. # (hereinafter referred to as the “Company”) and its shareholders and creditors and to regulate the organization and behaviors of the Company, the Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as “Securities Law”), the Accounting Law of the People’s Republic of China (hereinafter referred to as “Accounting Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as “Trial Measures”), the Guidelines for the Articles of Association of Listed Companies (hereinafter referred to as “Guideline on Articles”), the Official Reply of the State Council on Adjusting the Notice Period and Other Relevant Issues about Shareholders’ Meeting Applicable to Overseaslisted Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”), and other applicable laws, administrative regulations, departmental rules, regulatory documents and regulations of the relevant regulatory authorities.

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Original Article of the Articles of Association

Amended Article of the Articles of Association

Article 3 The Company completed the filing with China Securities Regulatory Commission on March 8, 2024, and issued 4,365,660 overseas-listed foreign shares in Hong Kong (hereinafter referred to as “H Shares”). H Share were listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Stock Exchange”) on July 10, 2024 (hereinafter referred to as “Initial Public Offering of H Shares”). The H Shares are denominated in RMB, subscribed for and traded in Hong Kong dollars.

Article 3 The Company completed the filing Article 3 The Company completed the filing with China Securities Regulatory Commission with China Securities Regulatory Commission on March 8, 2024, and issued 4,365,660 on March 8, 2024, and issued 4,365,660 overseas-listed foreign shares in Hong Kong overseas-listed foreign shares in Hong Kong (hereinafter referred to as “H Shares”). H (hereinafter referred to as “H Shares”). H Share were listed on The Stock Exchange of Share were listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to Hong Kong Limited (hereinafter referred to as “Hong Kong Stock Exchange”) on July as “Hong Kong Stock Exchange”) on July 10, 10, 2024 (hereinafter referred to as “Initial 2024 (hereinafter referred to as “Initial Public Public Offering of H Shares”). The H Shares Offering of H Shares”) and issued 4,464,980 are denominated in RMB, subscribed for and overseas-listed foreign shares (including - traded in Hong Kong dollars. 99,320 shares issued pursuant to the over allotment option, hereinafter referred to “ ” as Initial Public Offering of H Shares and the relevant foreign shares hereinafter referred to as “H Shares”) which were listed on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Stock Exchange”) on July 10, 2024, with the shares issued under the overallotment option on August 7, 2024 . The H Shares are denominated in RMB, subscribed for and traded in Hong Kong dollars. Article 4 The registered name of the Company Article 4 The registered name of the Company is 上海聲通信息科技股份有限公司(English is 上海聲通信息科技股份有限公司(English name: Shanghai Voicecomm Information name: Shanghai Voicecomm Information Technology Co., Ltd.). Technology Co., Ltd.). 湖北聲通科技股份有 限公司(English name: Hubei Voicecomm Technology Co., Ltd.)# Article 5 Domicile of the Company: Unit 418, Article 5 Domicile of the Company: Unit 418, Building 2, No. 508, Chundong Road, Minhang Building 2, No. 508, Chundong Road, Minhang District, Shanghai. District, Shanghai. 4th Floor, F11 Building, Phase 4.1, Wuhan Software New City, East - Lake High tech Development Zone, Wuhan, Hubei Province. Article 6 As of the date before the Initial Article 6 As of the date before the Initial Public Offering of H Shares, the registered Public Offering of H Shares, the registered capital of the Company is RMB31,059,230. capital of the Company is RMB31,059,230. Upon completion of the Initial Public Offering Upon completion of the Initial Public Offering of H Shares, the registered capital of the of H Shares, the registered capital of the Company will be RMB35,424,890 if the Company will be RMB35,424,890 if the over-allotment option is not exercised, and over-allotment option is not exercised, and RMB36,079,730 if the over-allotment option is RMB36,079,730 if the over-allotment option is exercised in full. exercised in full.

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Original Article of the Articles of Association

Amended Article of the Articles of Association

After the completion of the Initial Public Offering of H Shares, if the over-allotment option is not exercised, the shares of the Company consist of 35,424,890 ordinary shares, comprising 12,991,573 H Shares (accounting for 36.67% of the total number of the ordinary shares of the Company) and 22,433,317 domestic shares (accounting for 63.33% of the total number of the ordinary shares of the Company). If the over-allotment option is exercised in full, the shares of the Company consist of 36,079,730 ordinary shares, comprising 13,646,413 H Shares (accounting for 37.82% of the total number of the ordinary shares of the Company) and 22,433,317 domestic shares (accounting for 62.18% of the total number of the ordinary shares of the Company).

Article 10 The Articles of Association is approved by a resolution at the shareholders’ general meeting of the Company (hereinafter referred to as “general meeting”) held on June 16, 2023, and shall come into effect from the date on which the H Shares issued by the Company are listed and traded on the Hong Kong Stock Exchange. From the effective date hereof, the Articles of Association shall replace the original Articles of Association filed with the company registration authority. The Articles of Association shall become a legally binding document governing the organization and conduct of the Company, and the rights and obligations between the Company and its shareholders and among shareholders since the effective date. According to the Articles of Association, shareholders may sue other shareholders, directors, supervisors, general manager and senior management of the Company and the Company. The Company may sue shareholders, directors, supervisors and senior management.

After the completion of the Initial Public Offering of H Shares, if the over-allotment option is not exercised, the shares of the Company consist of 35,424,890 ordinary shares, comprising 12,991,573 H Shares (accounting for 36.67% of the total number of the ordinary shares of the Company) and 22,433,317 domestic shares (accounting for 63.33% of the total number of the ordinary shares of the Company). If the over-allotment option is exercised in full, the shares of the Company consist of 36,079,730 ordinary shares, comprising 13,646,413 H Shares (accounting for 37.82% of the total number of the ordinary shares of the Company) and 22,433,317 domestic shares (accounting for 62.18% of the total number of the ordinary shares of the Company). The registered capital of the Company is RMB35,524,210. The shares of the Company consist of 35,524,210 ordinary shares.

Article 10 The Articles of Association is approved by a resolution at the shareholders’ general meeting of the Company (hereinafter referred to as “general meeting”) held on June 16, 2023, and shall come into effect from the date on which the H Shares issued by the Company are listed and traded on the Hong Kong Stock Exchange. From the effective date hereof, the Articles of Association shall replace the original Articles of Association filed with the company registration authority. The Articles of Association shall become a legally binding document governing the organization and conduct of the Company, and the rights and obligations between the Company and its shareholders and among shareholders since the effective date. According to the Articles of Association, shareholders may sue other shareholders, directors, supervisors, general manager and senior management of the Company and the Company. The Company may sue shareholders, directors, supervisors and senior management.

The proposed Amendments to the Articles are subject to the approval of the Shareholders by way of special resolutions at the EGM and will come into effect after obtaining all necessary approvals, authorizations or registration (if applicable) from or filing with the relevant government or regulatory authorities.

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GENERAL

A circular containing, among others, details of the proposed Amendments to the Articles and a notice of EGM and other information as required under the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) will be published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.voicecomm.cn) as soon as practicable in accordance with the requirements of the Listing Rules.

Further announcement(s) will be made by the Company when the Change of Address and the Change of Company Name become effective.

By order of the Board Shanghai Voicecomm Information Technology Co., Ltd. Mr. TANG Jinghua* Chairman

Hong Kong, August 20, 2024

As of the date of this announcement, the Board of Directors of the Company comprises Mr. TANG Jinghua as chairman and executive Director, Mr. SUN Qi as executive Director, Mr. YANG Xiaoyuan, Mr. TAN Xiaobo, Mr. CHEN Yulei and Ms. MA Tiantian as non-executive Directors, and Mr. LIU Rong, Mr. WU Haipeng and Mr. MU Binrui as independent non-executive Directors.

• the new name of the Company will depend on the actual filing result as approved by the relevant government or regulatory authorities.

• for identification purpose only.

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