Voicecomm Technology Co., Ltd. — Capital/Financing Update 2024

Aug 4, 2024

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company 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.

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the prospectus dated June 28, 2024 (the “ Prospectus ”) issued by Shanghai Voicecomm Information Technology Co., Ltd.* (上海聲通信息科技股份有限公司) (the “ Company ”).

This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong).

This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to sell, acquire, purchase or subscribe for any securities. Potential investors should read the Prospectus for detailed information about the Global Offering described below before deciding whether or not to invest in the H Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia) or any other jurisdiction where such distribution is prohibited by law. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended from time to time (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

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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)

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the Sole Overall Coordinator, on behalf of the International Underwriters, on Friday, August 2, 2024, in respect of an aggregate of 99,320 H Shares (the “ Over-allotment Shares ”), representing approximately 2.28% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The Overallotment Shares will be allotted and issued by the Company at HK$152.10 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%), being the Offer Price per Share under the Global Offering.

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STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company further announces that the stabilization period in connection with the Global Offering ended on Sunday, August 4, 2024, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. Further information on the stabilizing actions undertaken by the Stabilization Manager during the stabilization period is set out in this announcement.

PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the Sole Overall Coordinator, on behalf of the International Underwriters, on Friday, August 2, 2024, in respect of an aggregate of 99,320 H Shares (the “ Over-allotment Shares ”), representing approximately 2.28% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The Overallotment Shares will be allotted and issued by the Company at HK$152.10 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%), being the Offer Price per Share under the Global Offering. The Over-allotment Shares will be used to facilitate the delivery of part of H Shares to the placee who has agreed to delayed delivery of the relevant H Shares subscribed by it under the Global Offering.

APPROVAL OF LISTING

Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Listing Committee of the Stock Exchange. Listing of and dealings in the Overallotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on Wednesday, August 7, 2024.

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SHAREHOLDING STRUCTURE OF THE COMPANY UPON THE COMPLETION OF THE PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION

The shareholding structure of the Company immediately before and immediately after the completion of the partial exercise of the Over-allotment Option is as follows:

	Immediately before the	Immediately before the	Immediately after the	Immediately after the
	allotment of the		allotment of the
	Over-allotment Shares		Over-allotment Shares
		Approximate		Approximate
		% of the		% of the
		Company’s		Company’s
		total share		total share
	Number of	capital	Number of	capital
Description of Shares	Shares	(%)	Shares	(%)
Unlisted Shares	22,433,317	63.33%	22,433,317	63.15%
H Shares converted from Unlisted Shares	8,625,913	24.35%	8,625,913	24.28%
H Shares issued pursuant to the Global
Offering	4,365,660	12.32%	4,464,980	12.57%
Total	35,424,890	100.00%	35,524,210	100.00%

USE OF PROCEEDS

The Company will receive additional net proceeds of approximately HK$11.65 million, after deduction of underwriting fees and commissions and estimated expenses payable by the Company associated with the exercise of the Over-allotment Option, for the 99,320 additional H Shares to be issued and allotted upon the partial exercise of the Over-allotment Option. The Company intends to utilize the additional net proceeds on a pro rata basis for the purposes as set out in the section headed “Future Plans and Use of Proceeds” in the Prospectus.

STABILIZING ACTIONS AND END OF STABILIZATION PERIOD

The Company further announces that the stabilization period in connection with the Global Offering ended on Sunday, August 4, 2024, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering.

The stabilizing actions undertaken by China International Capital Corporation Hong Kong Securities Limited, as Stabilization Manager, or its affiliates or any person acting for it, during the stabilization period were:

• (1) the over-allocation of an aggregate of 190,660 H Shares in the International Offering, representing 4.37% of the total number of the Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option);

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• (2) successive purchases of an aggregate of 91,340 H Shares in the price range of HK$121.00 to HK$150.00 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%) on the market during the stabilization period, representing approximately 2.09% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option. The last purchase made by the Stabilizing Manager or its affiliates or any person acting for it on the market during the stabilization period was on Thursday, July 11, 2024, at the price of HK$150.00 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%); and

• (3) the partial exercise of the Over-allotment Option by the Sole Overall Coordinator, on behalf of the International Underwriters, on Friday, August 2, 2024, in respect of an aggregate of 99,320 H Shares, representing approximately 2.28% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), at HK$152.10 per Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565%), being the Offer Price per Share under the Global Offering, to facilitate the delivery of part of H Shares to the placee who has agreed to delayed delivery of the relevant H Shares subscribed by it under the Global Offering.

The portion of the Over-allotment Option which has not been exercised by the Sole Overall Coordinator (on behalf of the International Underwriters) lapsed on Sunday, August 4, 2024.

PUBLIC FLOAT

Immediately after the end of the stabilization period and the completion of the partial exercise of the Over-allotment Option, the number of H Shares in public hands represents no less than 25% of the total issued share capital of the Company and satisfies the minimum percentage prescribed by Rule 8.08(1)(a) of the Listing Rules.

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

Hong Kong, August 4, 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.

• For identification purpose only

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