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

Jul 9, 2024

50625_rns_2024-07-09_2741bc88-0aed-48a6-a6a6-7fee1f1cef8f.pdf

Capital/Financing Update

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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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 for information purposes only and does not constitute an offer or an invitation to induce an offer by any person to acquire, purchase or subscribe for any securities of the Company. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the Prospectus.

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). 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 jurisdictions. The Offer Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, supplemented or otherwise modified from time to time (the “ U.S. Securities Act ”) or any state securities laws in the United States, and may not be offered, sold, pledged or otherwise transferred within the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities law. The Offer Shares are being offered and sold outside the United States to persons that are not, and are not acting for the account or benefit of U.S. Persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act. There will not be and is not currently intended to be any public offering of securities of the Company in the United States.

In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as stabilizing manager (the “ Stabilization Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, the extent permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of the Shares at such price, in such amounts and in such manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilization Manager (or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest of our Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of the last day for lodging applications under the Hong Kong Public Offering (which is Sunday, August 4, 2024). Such Stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), as amended, made under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited acts as the Sole Sponsor and the Sole Overall Coordinator.

Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for itself and on behalf of the other Hong Kong Underwriters) shall be entitled to terminate the Hong Kong Underwriting Agreement with — immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting Underwriting arrangements and expenses — The Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on Wednesday, July 10, 2024.)

1

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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)

GLOBAL OFFERING

Number of Offer Shares under : 4,365,660 H Shares (subject to the the Global Offering Over-allotment Option) Number of Hong Kong Offer Shares : 436,580 H Shares Number of International Offer Shares : 3,929,080 H Shares (subject to the Over-allotment Option) Offer Price : HK$152.10 per H Share, plus brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and Stock Exchange trading fee of 0.00565% Nominal Value : RMB1.00 per H Share Stock Code : 2495

Sole Sponsor, Sole Overall Coordinator, Joint Global Coordinator, Joint Bookrunner and Joint Lead Manager

Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers (in alphabetical order)

Joint Bookrunners and Joint Lead Managers (in alphabetical order)

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Joint Lead Managers (in alphabetical order)

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2

SHANGHAI VOICECOMM INFORMATION TECHNOLOGY CO., LTD.* / 上海聲 通信息科技股份有限公司 ANNOUNCEMENT OF ALLOTMENT RESULTS

Unless otherwise defined herein, capitalised 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. (the “ Company* ”).

Warning: In view of high concentration of shareholding in a small number of H Shareholders, H Shareholders and prospective investors should be aware that the price of the H Shares could move substantially even with a small number of H Shares traded and should exercise extreme caution when dealing in the H Shares. SUMMARY

Company Information Company Information
Stock Code 2495
Stock Short Name VOICECOMM
Dealings commencement date July10,2024*
  • see note at the end of the announcement
Price Information Price Information
Offer Price HK$152.10
Offer Price Adjustment exercised N/A
Offer Shares and Share Capital Offer Shares and Share Capital
Number of Offer Shares 4,365,660
Number of Offer Shares in Hong Kong
Public Offering
436,580
Number of offer shares in International
Offering
(assuming
the
Over-
Allotment Option is not exercised)
3,929,080
Number of issued shares upon Listing
(assuming the Over-Allotment Option is
not exercised)
35,424,890

Over-allocation No. of Offer Shares over-allocated 190,660

Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a combination of these means. In the event the Over-allotment Option is exercised, an announcement will be made on the Stock Exchange’s website.

* For identification purpose only

Proceeds Proceeds
Grossproceeds(Note) HK$664.02 million
Less: Estimated
listing
expenses
payable based on Offer Price
HK$(92.37) million
Net Proceeds HK$571.65 million

ALLOTMENT RESULTS DETAILS

HONG KONG PUBLIC OFFERING

No. of valid applications 2,734
No. of successful applications 1,693
Subscription level 3.51 times
Claw-back triggered No
No. of Offer Shares initially available
under the Hong Kong Public Offering
436,580
No. of Offer Shares reallocated from the
International Offering (claw-back)
Nil
Final no. of Offer Shares under the Hong
Kong Public Offering
436,580
% of Offer Shares under the Hong Kong
Public Offering to the Global Offering
(assuming the Over-Allotment Option is
not exercised)
10%

Note: For details of the final allocation of shares to the Hong Kong Public Offering, investors can refer to www.eipo.com.hk/eIPOAllotment to perform a search by name or identification number or www.eipo.com.hk/eIPOAllotment for the full list of allottees.

INTERNATIONAL OFFERING

No. ofplacees 135
Subscription Level 1.24 times
No. of Offer Shares initially available
under the International Offering
3,929,080
Final no. of Offer Shares under the
International Offering (after
over-
allocation)
4,119,740
% of Offer Shares under the International
Offering to the Global Offering (assuming
the
Over-Allotment
Option
is
not
exercised)
90%

The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the Directors, Supervisors, chief executive of the Company, substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close associates; and (ii) none of the placees and the public who have purchased the Offer Shares are accustomed to taking instructions from the Company, any of the Directors, Supervisors, chief executive of the Company, substantial shareholders, existing shareholders of the Company or any of its subsidiaries or their respective close associates in relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its name or otherwise held by him/her/it.

The placees in the International Offering include the following:

Cornerstone Investors

Investor No. of Offer
Shares
allocated
% of Offer
Shares(assum
ing the Over-
Allotment
Option is not
exercised)
% of total
issued H
Shares
after the
Global
Offering
% of total
issued
share
capital
after the
Global
Offering
Existing
shareholders
or their
close
associates
Jiangsu
Jiangkong
Investment
Co., Ltd. /
江蘇江控投
資有限公司
350,040 8.02% 2.69% 0.99% No
Wuhan
Guangtong
Gongying
Enterprise
Management
Partnership
(Limited
Partnership)
/武漢光通
共贏企業管
理合夥企業
1,404,820 32.18% 10.81% 3.97% No
(有限合夥)
Total 1,754,860 40.20% 13.51% 4.95%

LOCK-UP UNDERTAKINGS

Controlling Shareholders

Name Number of shares
held in the Company
subject to lock-up
undertakings upon
listing
% of total
issued H-
shares after
the Global
Offering
subject to
lock-up
undertakings
upon listing
% of
shareholding
in the
Company
subject to
lock-up
undertakings
upon listing
Last day
subject to the
lock-up
undertakings
Shanghai
Voicecomm
Rongzhi
Technology
Group Co., Ltd.
/上海聲通融
智技術集團有
限公司
5,093,558 0% 14.38% July 9, 2025
Mr. Tang
Jinghua /湯敬
3,498,000 0% 9.87% July 9, 2025
Mr. Sun Qi /孫
1,800,000 0% 5.08% July 9, 2025
Shanghai
Jiageng Culture
Communication
Co., Ltd. /上
海甲庚文化傳
播有限公司
540,000 0% 1.52% July 9, 2025
Shanghai
Jiangfan
Technology
Development
Co., Ltd. /上海
江泛科技发展
有限公司
240,000 (including
72,000 H shares)
0.55% 0.68% July 9, 2025
Subtotal 11,171,558(including 0.55% 31.54%

72,000 H Shares)

Assuming the Over-allotment Option is not exercised. The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC law.

Pre-IPO Investors (as defined in the Prospectus)

Name Number of shares
held in the Company
subject to lock-up
undertakings upon
listing
% of total
issued H-
shares after
the Global
Offering
subject to
lock-up
undertakings
upon listing
% of
shareholding
in the
Company
subject to
lock-up
undertakings
upon listing
Last day
subject to the
lock-up
undertakings
Jiaxing
Chengshun
Phase II Equity
Investment
Partnership
(Limited
Partnership) /
嘉興誠順貳期
股權投資合夥
企業(有限合
夥)
1,538,462 0% 4.34% July 9, 2025
Gongqingcheng
Huanping
Equity
Investment
Partnership
(Limited
Partnership) /
共青城環平股
權投資合夥企
業(有限合夥)
745,000 0% 2.10% July 9, 2025
Shanghai
Xinzhuang
Industrial Park
Economic and
Technology
Development
Co.,Ltd. /上
660,000 0% 1.86% July 9, 2025
海市莘莊工業
區經濟技術發
展有限公司
Chengdu
Technology
Innovation
Investment
Group Co., Ltd.
/成都科技創
新投資集團股
份有限公司
603,000 0% 1.70% July 9, 2025
Zibo Bokai
Venture Capital
Co., Ltd. /淄
博博開創業投
資有限公司
500,000 0% 1.41% July 9, 2025
Shanghai
Donghao
Lansheng
Human
Resources
Industry Equity
Investment
Fund
Partnership
(Limited
Partnership) /
上海東浩蘭生
人力資源產業
股權投資基金
合夥企業(有限
合夥)
500,000 0% 1.41% July 9, 2025
Neijiang High-
tech Investment
Service Co.,
Ltd. /內江高
新科技投資服
務有限責任公
461,538 0% 1.30% July 9, 2025
Chengdu
Tongchuang
Zhixing
Enterprise
Management
22,000 0% 0.06% July 9, 2025
Consulting
Partnership
(Limited
Partnership) /
成都同創知行
企業管理咨詢
合夥企業(有限
合夥)
Zibo Yingke
Jiyun Venture
Capital
Partnership
(Limited
Partnership) /
淄博盈科吉運
創業投資合夥
企業(有限合
夥)
2,400,000 (including
1,200,000 H shares)
9.24% 6.77% July 9, 2025
Qingdao
Yingke Value
Venture Capital
Partnership
(L.P.) /青島盈
科價值創業投
資合夥企業(有
限合夥)
1,250,000 (including
625,000 H shares)
4.81% 3.53% July 9, 2025
Shanghai
Cuiwen
Network
Technology
Co., Ltd. /上
海萃問網絡科
技有限公司
510,000 (including
400,000 H shares)
3.08% 1.44% July 9, 2025
Xi’an
Jinxuntong
Software
Technology
Co., Ltd. /西
安金訊通軟件
技術有限公司
277,692 (including
138,846 H shares)
1.07% 0.78% July 9, 2025
Jiaxing
Shangyu
Investment
Partnership
1,800,000 (including
1,300,000 H shares)
10.01% 5.08% July 9, 2025
(Limited
Partnership) /
嘉興尚裕投資
合夥企業(有限
合夥)
Suzhou Bodao
Dinghua Equity
Investment
Partnership
(Limited
Partnership) /
蘇州僰道鼎華
股權投資合夥
企業(有限合
夥)
750,000 (including
250,000 H shares)
1.92% 2.12% July 9, 2025
Gongqingcheng
Softbank
Huaxin
Investment
Center
(Limited
Partnership) /
共青城軟銀華
鑫投資中心(有
限合夥)
600,000 (including
150,000 H shares)
1.15% 1.69% July 9, 2025
Jiaxing Laida
Investment
Partnership
(Limited
Partnership) /
嘉興萊達投資
合夥企業(有限
合夥)
500,000 H shares 3.85% 1.41% July 9, 2025
Qingdao Huazi
Shengtong
Equity
Investment
Fund
Partnership
(Limited
Partnership) /
青島華資盛通
股權投資基金
合夥企業(有限
500,000 H shares 3.85% 1.41% July 9, 2025
合夥)
Zhejiang Jiuli
Investment
Management
Co., Ltd. /浙
江久立投資管
理有限公司
461,538 (including
153,846 H shares)
1.18% 1.30% July 9, 2025
Chongqing
Yuanzhi
Xingjian
Information
Technology
Partnership
(Limited
Partnership) /
重慶遠致行健
信息技術合夥
企業(有限合
夥)
141,442 (including
70,721 H shares)
0.54% 0.40% July 9, 2025
Shanghai Zhuyi
Enterprise
Management
Partnership
(Limited
Partnership) /
上海杼翊企業
管理合夥企業
(有限合夥)
50,000 (including
25,000 H shares)
0.19% 0.14% July 9, 2025
Beijing Jingjin
Investment
Management
Consulting Co.,
Ltd. /北京靖錦
投資管理咨詢
有限公司
250,000 (including
125,000 H shares)
0.96% 0.71% July 9, 2025
Ms. Song
Qimin /宋琦
50,000 H shares 0.38% 0.14% July 9, 2025
Ms. Pan Qi /
潘琪
30,000 0% 0.08% July 9, 2025
Mr. Zhang
Weihua /張偉
20,000 (including
8,000 H shares)
0.06% 0.06% July 9, 2025
Mr. Chen 10,000(including 0.04% 0.03% July9,2025
Xuanjun /陳
宣君
5,000 H shares)
Subtotal 14,630,672 (including
5,501,413 H Shares)
42.35% 41.30%
Assuming the Over-allotment Option is not exercised.
The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC
law.

Existing Shareholder (other than the Controlling Shareholders and Pre-IPO Investors as defined in the Prospectus)

Name Number of shares
held in the Company
subject to lock-up
undertakings upon
listing
% of total
issued H-
shares after
the Global
Offering
subject to
lock-up
undertakings
upon listing
% of
shareholding
in the
Company
subject to
lock-up
undertakings
upon listing
Last day
subject to the
lock-up
undertakings
Ms. Xu Ping /
許萍
60,000 0% 0.17% July 9, 2025
Shanghai
Hengxi Private
Equity Fund
Management
Co.,Ltd. /上海
恒翕私募基金
管理有限公司
50,000 0% 0.14% July 9, 2025
Jiangsu Xinzhi
Equity
Investment
Management
Co., Ltd. /江
蘇鑫智股權投
資管理有限公
20,000 0% 0.06% July 9, 2025
Mr. Feng Jian /
馮健
20,000 0% 0.06% July 9, 2025
Shanghai
Chenqi
Information
Consultation
Co.,Ltd. /上
2,327,000 (including
1,500,000 H shares)
11.55% 6.57% July 9, 2025
海晨氣信息咨
詢有限公司
Mr. Qin
Huai’er /覃懷
1,000,000 (including
200,000 H shares)
1.54% 2.82% July 9, 2025
Mr. Zhang
Zhuo /張卓
500,000 (including
250,000 H shares)
1.92% 1.41% July 9, 2025
Mr. Yang
Leizhe /楊蕾
300,000 (including
250,000 H shares)
1.92% 0.85% July 9, 2025
Mr. Luo Jun /
駱軍
200,000 H shares 1.54% 0.56% July 9, 2025
Mr. Lu Liguang
/盧禮光
125,000 (including
62,500 H shares)
0.48% 0.35% July 9, 2025
Ms. Pan
Peihong /潘培
125,000 H shares 0.96% 0.35% July 9, 2025
Ms. Du
Yingdong /杜
英東
100,000 H shares 0.77% 0.28% July 9, 2025
Mr. Bian
Yulong /卞玉
100,000 H shares 0.77% 0.28% July 9, 2025
Shanghai
Jiayuan
Intelligent
Technology
Co., Ltd. /上
海嘉沅智能科
技有限公司
100,000 H shares 0.77% 0.28% July 9, 2025
Shanghai
Juntuo
Intelligent
Technology
Co., Ltd. /上
海駿拓智能科
技有限公司
100,000 H shares 0.77% 0.28% July 9, 2025
Mr. Yan
Zhiqiang /嚴
誌強
80,000 (including
40,000 H shares)
0.31% 0.23% July 9, 2025
Mr. Ding Yi /
丁毅
50,000 (including
25,000 H shares)
0.19% 0.14% July 9, 2025
Subtotal 5,257,000 (including
3,052,500 H Shares)
23.50% 14.84%

Assuming the Over-allotment Option is not exercised.

The expiry date of the lock-up period shown in the table above is pursuant to applicable PRC law.

Cornerstone Investors

Name Number of shares
held in the Company
subject to lock-up
undertakings upon
listing
% of total
issued H-
shares after
the Global
Offering
subject to
lock-up
undertakings
upon listing
% of
shareholding
in the
Company
subject to
lock-up
undertakings
upon listing
Last day
subject to the
lock-up
undertakings
Jiangsu
Jiangkong
Investment Co.,
Ltd. /江蘇江控
投資有限公司
350,040 H Shares 2.69% 0.99% January 9,
2025
Wuhan
Guangtong
Gongying
Enterprise
Management
Partnership
(Limited
Partnership) / 武
漢光通共贏企業
管理合夥企業
(有限合夥)
1,404,820 H Shares 10.81% 3.97% January 9,
2025
Subtotal 1,754,860 13.51% 4.95%
Assuming the Over-allotment Option is not exercised.
The expiry date of the lock-up period shown in the table above is pursuant to the relevant
Cornerstone Investment Agreement.

PLACEE CONCENTRATION ANALYSIS

Placees
Top 1
Top 5
Top 10
Top 25
Number of
H Shares
allotted
Allotment
as % of
Internationa
l Offering
(assuming
no exercise
of the Over-
allotment
Option)
Allotment
as % of
Internationa
l Offering
(assuming
the Over-
allotment
Option is
exercised
and new H
Shares are
issued)
Allotment
as % of total
Offer Shares
(assuming
no exercise
of the Over-
allotment
Option)
Allotment
as % of total
Offer Shares
(assuming
the Over-
allotment
Option is
exercised
and new H
Shares are
issued)
1,404,820
35.75%
34.10%
32.18%
30.83%
3,658,960
93.13%
88.82%
83.81%
80.31%
4,108,740
104.57%
99.73%
94.11%
90.18%
4,117,540
104.80%
99.95%
94.32%
90.37%
Number of
Shares held
upon Listing
% of total
issued share
capital upon
Listing
(assuming
no exercise
of the Over-
allotment
Option)
·% of total
issued share
capital upon
Listing
(assuming
the Over-
allotment
Option is
exercised
and new H
Shares are
issued)

1,404,820
3.97%
3.94%

3,658,960
10.33%
10.27%

4,108,740
11.60%
11.54%

4,117,540
11.62%
11.56%

Notes

* Ranking of placees is based on the number of H Shares allotted to the placees.

H SHAREHOLDERS CONCENTRATION ANALYSIS

H
Shareholders*
Top 1
Top 5
Top 10
Top 25
Number of
H Shares
allotted
Allotment as
% of
International
Offering
(assuming no
exercise of the
Over-
allotment
Option)
Allotment as
% of
International
Offering
(assuming the
Over-
allotment
Option is
exercised and
new H Shares
arssue
Allotment
as % of
total Offer
Shares
(assuming
no exercise
of the
Over-
allotment
Option)
Allotment
as % of
total Offer
Shares
(assuming
the Over-
allotment
Option is
exercised
and new H
Shares are
issued)
-
0.00%
0.00%
0.00%
0.00%
2,054,820
52.30%
49.88%
47.07%
45.10%
3,658,960
93.13%
88.82%
83.81%
80.31%
Number of
H Shares
held upon
Listing
% of total
issued H
Shares
capital
upon
Listing
(assuming
no exercise
of the
Over-
allotment
Option)
% of
total
issued H
Shares
capital
upon
Listing
(assuming
the Over-
allotment
Option is
exercised
and new H
Shares are
issued)
2,325,000
17.90%
17.64%
7,679,820
59.11%
58.26%
9,933,960
76.46%
75.36%
Number of
Shares held
upon Listing
4,650,000
11,331,820
17,543,960
21,977,570
3,958,340
100.74%
96.08%
90.67%
86.88%
12,226,032
94.11%
92.75%

Notes

* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholder upon Listing.

SHAREHOLDER CONCENTRATION ANALYSIS

Sharehol
ders*
Top 1
Top 5
Top 10
Top 25
Number o
fH Share
s allotted
Allotment
as % of
Internation
al Offering
(assuming
no exercise
of the
Over-
allotment
Option)
Allotment as
% of
International
Offering
(assuming
the Over-
allotment
Option is
exercised and
new H
Shares are
issued)
Allotment as
% of total
Offer Shares
(assuming no
exercise of
the Over-
allotment
Option)
Allotment as
% of total
Offer Shares
(assuming
the Over-
allotment
Option is
exercised and
new H
Shares are
issued)
0
0.00%
0.00%
0.00%
0.00%
0
0.00%
0.00%
0.00%
0.00%
2,703,720
68.81%
65.63%
61.93%
59.34%
Number of H
Shares held
upon Listing
72,000
5,947,000
8,850,720
Number of
Shares held
upon Listing
% of total
issued share
capital upon
Listing
(assuming no
exercise of
the Over-
allotment
Option)
% of total
issued share
capital upon
Listing
(assuming
the Over-
allotment
Option is
exercised
and new H
Shares are
issued)
11,171,558
31.54%
31.37%
24,546,558
69.29%
68.92%
29,410,278
83.02%
82.58%
3,873,740
98.59%
94.03%
88.73%
85.02%
12,051,653 34,200,970
96.55%
96.03%

Notes

* Ranking of Shareholders is based on the number of Shares held by the Shareholder upon Listing.

BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING

Subject to the satisfaction of the conditions set out in the Prospectus, 2,734 valid applications made by the public will be conditionally allocated on the basis set out below:

NO.
OF
SHARES
APPLIED
FOR
NO. OF VALID
APPLICATIONS
BASIS OF ALLOTMENT /
BALLOT
APPROXIMATE
PERCENTAGE
ALLOTTED OF
THE TOTAL NO.
OF
SHARES
APPLIED FOR
POOL A
20 1,503 524 out of 1,503 to receive 20
Shares
34.86%
40 204 142 out of 204 to receive 20
Shares
34.80%
60 298 20 Shares plus 13 out of 298
to receive additional 20 Shares
34.79%
80 47 20 Shares plus 18 out of 47 to
receive additional 20 Shares
34.57%
100 136 20 Shares plus 95 out of 136
to receive additional 20 Shares
33.97%
120 21 40 Shares 33.33%
140 20 40 Shares plus 6 out of 20 to
receive additional 20 Shares
32.86%
160 13 40 Shares plus 8 out of 13 to
receive additional 20 Shares
32.69%
180 6 40 Shares plus 5 out of 6 to
receive additional 20 Shares
31.48%
200 142 60 Shares plus 21 out of 142
to receive additional 20 Shares
31.48%
300 86 80 Shares plus 62 out of 86 to
receive additional 20 Shares
31.47%
400 31 120 Shares plus 9 out of 31 to
receive additional 20 Shares
31.45%
500 26 140 Shares plus 22 out of 26
to receive additional 20 Shares
31.38%
600 31 180 Shares plus 12 out of 31
to receive additional 20 Shares
31.29%
700 7 200 Shares plus 6 out of 7 to
receive additional 20 Shares
31.02%
800 12 240 Shares plus 4 out of 12 to
receive additional 20 Shares
30.83%
900 8 260 Shares plus 6 out of 8 to
receive additional 20 Shares
30.56%
1,000 53 300 Shares plus 14 out of 53
to receive additional 20 Shares
30.53%
2,000 30 600 Shares plus 15 out of 30
to receive additional 20 Shares
30.50%
3,000 13 900 Shares plus 9 out of 13 to
receive additional 20 Shares
30.46%
4,000 8 1,200 Shares plus 7 out of 8 to
receive additional 20 Shares
30.44%
5,000 3 1,520 Shares 30.40%
6,000 2 1,820 Shares 30.33%
7,000 3 2,120 Shares 30.29%
8,000 4 2,420 Shares 30.25%
9,000 1 2,720 Shares 30.22%
10,000 9 3,020 Shares 30.20%
20,000 4 6,040 Shares 30.20%
30,000 2 9,060 Shares 30.20%
Total 2,723 Total number of Pool A
successful applicants: 1,682
POOL B
40,000 8 10,560 Shares plus 3 out of 8
to receive additional 20 Shares
26.42%
70,000 1 18,480 Shares 26.40%
218,280 2 57,620 Shares plus 1 out of 2
to receive additional 20 Shares
26.40%
Total 11 Total number of Pool B
successful applicants: 11

As of the date of this announcement, the relevant subscription monies previously deposited in the designated nominee accounts have been remitted back to the accounts of all HKSCC participants. Investors should contact their relevant brokers for any inquiries.

COMPLIANCE WITH LISTING RULES AND GUIDANCE

The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of which consent has been obtained, the Company has complied with the Listing Rules and guidance materials in relation to the placing, allotment and listing of the Company’s shares.

The Directors confirm that, to the best of their knowledge, no rebate has been, directly or indirectly, provided by the Company, its Controlling Shareholders, Directors or syndicate members to any placees or the public (as the case may be) and the consideration payable by them for each Offer Share subscribed for or purchased by them was the same as the Offer Price in addition to any brokerage, AFRC transaction levy, SFC transaction levy and trading fee payable.

DISCLAIMERS

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and Hong Kong Securities Clearing Company Limited (“ HKSCC ”) 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. This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. 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). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The securities mentioned herein 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 ”). The securities may not be offered or sold in the United States, except pursuant to an exempt from the registration requirements of the U.S. Securities Act. The Company has not intended and does not intend to make any public offer of securities 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. This announcement is for information purposes only and does not constitute an offer or an invitation to induce an offer to acquire, purchase or subscribe for any securities of the Company. This announcement is not a prospectus. Potential investors should read the Prospectus for detailed information about the Company and the Global Offering described below before deciding whether or not to invest in the Offer Shares. * Potential investors of the Offer Shares should note that the Sole Overall Coordinator (for itself and on behalf of the Hong Kong Underwriters) can, in its sole and absolute discretion, terminate the Hong Kong Underwriting Agreement with immediate effect upon the occurrence of any of the events set out in the section headed “Underwriting – Underwriting Arrangements and Expenses – The Hong Kong Public Offering – Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m. (Hong Kong time) on the Listing Date (which is currently expected to be on July 10, 2024).

PUBLIC FLOAT

Immediately after the completion of the Global Offering, 9,805,727 H Shares, representing approximately 27.68% of the issued share capital of our Company will count towards the public float (assuming the Over-Allotment Option is not exercised), satisfying the minimum percentage prescribed by Rule 8.08 of the Listing Rules.

The Directors confirm that, immediately following completion of the Global Offering: (i) at least 25% of the total number of issued Shares will be held by the public, in compliance with Rule 8.08(1) of the Listing Rules; (ii) the Shares will be held by at least 300 Shareholders at the time of Listing, in compliance with Rule 8.08(2) of the Listing Rules; (iii) the three largest public Shareholders will not hold more than 50% of the Shares held in public hands at the time of Listing, in compliance with Rule 8.08(3) of the Listing Rules; (iv) no placee will, individually, be placed more than 10% of the enlarged issued share capital of the Company immediately after the Global Offering; and (v) there will not be any new substantial Shareholder (as defined in the Listing Rules) of the Company.

COMMENCEMENT OF DEALINGS

No temporary documents of title will be issued in respect of the H Shares. No receipt will be issued for sums paid on application. H Share certificates will only become valid evidence of title at 8:00 a.m. on Wednesday, July 10, 2024 (Hong Kong time), provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting — — — Underwriting Arrangements and Expenses The Hong Kong Public Offering Grounds for Termination” in the Prospectus has not been exercised. Investors who trade Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid do so entirely at their own risk.

Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Wednesday, July 10, 2024 (Hong Kong time), dealings in the H Shares on the Stock Exchange are expected to commence at 9:00 a.m. on Wednesday, July 10, 2024 (Hong Kong time). The H Shares will be traded in board lots of 20 H Shares each. The stock code of the H Shares is 2495.

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

Hong Kong, July 9, 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, Mr. MU Binrui and Mr. SINN Wai Kin Derek as independent non-executive Directors.

  • For identification purpose only

3