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

Jun 28, 2024

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.)

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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 (subject to adjustment) Number of International Offer Shares : 3,929,080 H Shares (subject to adjustment and 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% (payable in full on application in Hong Kong dollars and subject to refund) 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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IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS

We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of the Prospectus to the public in relation to the Hong Kong Public Offering.

The Prospectus is available at the website of the Hong Kong Stock Exchange at www.hkexnews.hk under the “ HKEXnews > New Listings > New Listing Information ” section, and our website at www.voicecomm.cn . If you require a printed copy of the Prospectus, you may download and print from the website addresses above.

To apply for the Hong Kong Offer Shares, you may:

• (1) apply online through the White Form eIPO service at www.eipo.com.hk ;

• (2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to apply on your behalf by instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf.

We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of the Prospectus are identical to the printed prospectus as registered with the Registrar of Companies in Hong Kong pursuant to Section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.

If you are an intermediary , broker or agent , please remind your customers, clients or principals, as applicable, that the Prospectus is available online at the website addresses above. Please refer to the section headed “How to Apply for Hong Kong Offer Shares” in the Prospectus for further details of the procedures through which you can apply for the Hong Kong Offer Shares electronically.

Your application through the White Form eIPO service or the HKSCC EIPO channel service must be for a minimum of 20 Hong Kong Offer Shares and in one of the numbers set out in the table.

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If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of Shares you have selected. You must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares.

If you are applying through the HKSCC EIPO channel, you are required to pre-fund your application based on the amount specified by your broker or custodian, as determined based on the applicable laws and regulations in Hong Kong.

Shanghai Voicecomm Information Technology Co., Ltd.* (HK$152.10 per Hong Kong Offer Share) NUMBER OF HONG KONG OFFER SHARES THAT MAY BE APPLIED FOR AND PAYMENTS

No. of		No. of		No. of		No. of
Hong Kong	Amount	Hong Kong	Amount	Hong Kong	Amount	Hong Kong	Amount
Offer Shares	payable(2) on	Offer Shares	payable(2) on	Offer Shares	payable(2) on	Offer Shares	payable(2) on
applied for	application	applied for	application	applied for	application	applied for	application
	HK$		HK$		HK$		HK$
20	3,072.67	400	61,453.57	6,000	921,803.57	80,000	12,290,714.28
40	6,145.35	500	76,816.96	7,000	1,075,437.51	90,000	13,827,053.56
60	9,218.04	600	92,180.36	8,000	1,229,071.43	100,000	15,363,392.86
80	12,290.72	700	107,543.75	9,000	1,382,705.35	120,000	18,436,071.42
100	15,363.39	800	122,907.14	10,000	1,536,339.29	140,000	21,508,749.99
120	18,436.07	900	138,270.54	20,000	3,072,678.56	160,000	24,581,428.55
140	21,508.74	1,000	153,633.93	30,000	4,609,017.85	180,000	27,654,107.14
160	24,581.43	2,000	307,267.86	40,000	6,145,357.15	218,280(1)	33,535,213.91
180	27,654.11	3,000	460,901.78	50,000	7,681,696.43
200	30,726.79	4,000	614,535.71	60,000	9,218,035.71
300	46,090.18	5,000	768,169.64	70,000	10,754,375.00

• (1) Maximum number of Hong Kong Offer Share you may apply for.

• (2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) and the SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy are paid to the Stock Exchange (in the case of the SFC transaction levy, collected by the Stock Exchange on behalf of the SFC; and in the case of the AFRC transaction levy, collected by the Stock Exchange on behalf of the AFRC).

No application for any other number of the Hong Kong Offer Shares will be considered and any such application is liable to be rejected.

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THE LISTING APPLICATION

We have made an application to the Listing Committee of the Stock Exchange for the granting of the listing of, and permission to deal in, the H Shares to be issued pursuant to the Global Offering (including any additional H Shares which may be issued pursuant to the exercise of the Overallotment Option) and the H Shares to be converted from the Unlisted Shares.

STRUCTURE OF THE GLOBAL OFFERING

The Global Offering comprises:

• the Hong Kong Public Offering of initially 436,580 H Shares (subject to reallocation), representing approximately 10% of the H Shares initially available under the Global Offering; and

• the International Offering of initially 3,929,080 H Shares (subject to reallocation and the Over-allotment Option), representing approximately 90% of the H Shares initially available under the Global Offering.

The allocation of the H Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed “Structure of the Global Offering” in the Prospectus.

In particular, the Sole Overall Coordinator may reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In accordance with Chapter 4.14 of the Guide for New Listing Applicants issued by the Stock Exchange, in the event that (i) the International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times; or (ii) the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed as to less than 15 times of the number of Hong Kong Offer Shares initially available under the Hong Kong Public Offering, up to 436,540 Offer Shares may be reallocated to the Hong Kong Public Offering from the International Offering, so that the total number of the Offer Shares available under the Hong Kong Public Offering will be increased to no more than 873,120 Offer Shares, representing approximately 20% of the total number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option).

In connection with the Global Offering, our Company is expected to grant the Over-allotment Option to the International Underwriters, exercisable by the Sole Overall Coordinator (on behalf of the International Underwriters). Pursuant to the Over-allotment Option, the International Underwriters will have the right, exercisable by the Overall Coordinator (on behalf of the International Underwriters) at any time from the date of the International Underwriting Agreement until 30 days after the last day for lodging applications under the Hong Kong Public Offering, to require our Company to issue and allot up to an aggregate of 654,840 H Shares (representing not more than 15.0% of the Offer Shares initially available under the Global Offering), at the Offer Price, to cover over-allocations (if any) in the International Offering. In the event the Over-allotment Option is exercised, we will make an announcement which will be posted on the website of the Stock Exchange ( www.hkexnews.hk ) and on our website ( www.voicecomm.cn ), respectively.

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PRICING

The Offer Price will be HK$152.10 per H Share, unless otherwise announced as further explained in the section headed “Structure of the Global Offering” in the Prospectus. Applicants under the Hong Kong Public Offering may be required to pay, on application (subject to application channel), the Offer Price of HK$152.10 per Hong Kong Offer Share plus brokerage of 1.0%, SFC transaction levy of 0.0027%, Stock Exchange trading fee of 0.00565% and AFRC transaction levy of 0.00015% payable on each Hong Kong Offer Share. Further details are set out in the section headed “How to apply for the Hong Kong Offer Shares” in the Prospectus.

EXPECTED TIMETABLE

If there is any change in the following expected timetable of the Hong Kong Public Offering, the Company will issue an announcement in Hong Kong to be published on the Company’s website at www.voicecomm.cn and the website of the Stock Exchange at www.hkexnews.hk .

		Date(1)
Hong Kong Public Offering commences . . . . . . . . . . . . . . . . . . . . . . . . . .		. . . . 9:00 a.m. on Friday,
		June 28, 2024
Latest time to complete electronic applications under
White Form eIPOservice	through the designated
websitewww.eipo.com.hk	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . . 11:30 a.m. on Friday,
		July 5, 2024
Application lists of the Hong	Kong Public Offering open. . . . . . . . . . . . .	. . . 11:45 a.m. on Friday,
		July 5, 2024
Latest time for (a) complete payment ofWhite Form eIPO
applications by effecting Internet banking transfer(s) or
PPS payment transfer(s) and (b) giveelectronic application
instructions to HKSCC . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	. . .12:00 noon on Friday,
		July 5, 2024

If you are instructing your broker or custodian who is a HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf through the HKSCC EIPO channel, you are advised to contact your broker or custodian for the earliest and latest time for giving such instructions which may be different from the latest time as stated above, as this may vary by broker or custodian.

Application lists of the Hong Kong Public Offering close . . . . . . . . . . . . . . .12:00 noon on Friday, July 5, 2024

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Announcement of an indication of the of

level of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.voicecomm.cn on or before. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, July 9, 2024

Announcement of results of allocations in the Hong Kong Public Offering (including successful applicants’ identification document numbers, where appropriate) to be available through a variety of channels including:

• the announcement to be posted on websites of the Stock Exchange at www.hkexnews.hk and our Company’s website at www.voicecomm.cn . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, July 9, 2024

• from the designated results of allocations for the Hong Kong Public Offering will be available at www.iporesults.com.hk (alternatively: www.eipo.com.hk/eIPOAllotment ) with a “search by ID” function . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from 11:00 p.m.

on Tuesday, July 9, 2024 to 12:00 midnight on Monday, July 15, 2024

• from the allocation results telephone enquiry by calling +852 2862 8555 between 9:00 a.m. and 6:00 p.m. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . from Wednesday, July 10, 2024 to Monday, July 15, 2024

• (excluding Saturday, Sunday and public holidays in Hong Kong)

Dispatch of H Share certificates or deposit of Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, July 9, 2024

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White Form e-Refund payment instructions/refund cheques in respect of wholly or partially successful

applications or wholly or partially unsuccessful applications to be dispatched/collected on or before . . . . . . . . . . . . . . Wednesday, July 10, 2024

Dealings in H Shares on the Stock Exchange to

commence at 9:00 a.m. on. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Wednesday, July 10, 2024

Note:

(1) All times and dates refer to Hong Kong local time and date, except as otherwise stated.

The application for the Hong Kong Offer Shares will commence on Friday, June 28, 2024 through Friday, July 5, 2024, being longer than normal market practice of three and a half days. The application monies (inclusive of brokerage, SFC transaction levy, Hong Kong Stock Exchange trading fee and AFRC transaction levy) will be held by the receiving banks on behalf of the Company and the refund monies, if any, will be returned to the applicants without interest on Wednesday, July 10, 2024. Investors should be aware that the dealings in the Shares on the Hong Kong Stock Exchange are expected to commence on Wednesday, July 10, 2024.

SETTLEMENT

Subject to the granting of the approval for listing of, and permission to deal in, the H Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the Listing Date or any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All necessary arrangements have been made for the H Shares to be admitted into CCASS. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. Investors should seek the advice of their stockbrokers or other professional advisers for the details of the settlement arrangements as such arrangements may affect their rights and interests.

ELECTRONIC APPLICATION CHANNELS

The Hong Kong Public Offering Period will begin at 9:00 a.m. on Friday, June 28, 2024 and end at 12:00 noon on Friday, July 5, 2024 (Hong Kong time).

To apply for Hong Kong Offer Shares, you may use one of the following application channels:

Application Channel White Form eIPOservice

Platform Target Investors Application Time www.eipo.com.hk Applicants who would like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name. From 9:00 a.m. on Friday, June 28, 2024 to 11:30 a.m. on Friday, July 5, 2024, Hong Kong time. The latest time for completing full payment of application monies will be 12:00 noon on Friday, July 5, 2024, Hong Kong time.

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Application Channel	Platform	Target Investors	Application Time
HKSCC EIPO	Your broker or	Applicants who would not	Contact your broker
channel	custodian who is a	like to receive a physical	or custodian for the
	HKSCC Participant	H Share certificate.	earliest and latest
	will submit an	Hong Kong Offer Shares	time for giving such
	EIPO application	successfully applied for	instructions, as this
	on your behalf	will be allotted and issued	may vary by broker or
	through HKSCC’s	in the name of HKSCC	custodian.
	FINI system in	Nominees, deposited
	accordance with	directly into CCASS and
	your instruction	credited to your designated
		HKSCC Participant’s stock
		account.

The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day of the application period to apply for the Hong Kong Offer Shares.

PUBLICATION OF RESULTS

The Company expects to announce the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of the Hong Kong Offer Shares by no later than 11:00 p.m. on Tuesday, July 9, 2024 on the Company’s website at www.voicecomm.cn and the website of the Stock Exchange at www.hkexnews.hk .

The results of allocations under the Hong Kong Public Offering and the identification document numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels at the times and dates and in the manner specified in the section headed “How — to Apply for Hong Kong Offer Shares B. Publication of results” in the Prospectus.

If an application is rejected, not accepted or accepted in part only, or if the conditions of the — Global Offering as set out in the section headed “Structure of the Global Offering Conditions of the Global Offering” in the Prospectus are not fulfilled or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy, will be refunded, without interest.

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.

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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, June 28, 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

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