Voicecomm Technology Co., Ltd. — Capital/Financing Update 2026

Jan 12, 2026

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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

声通科技

voicecomm

Voicecomm Technology Co., Ltd.*

聲通科技股份有限公司

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

(Stock code: 2495)

ISSUE OF NEW H SHARES UNDER GENERAL MANDATE

THE SUBSCRIPTION

On 12 January 2026 (after trading hours of the Stock Exchange), the Company and the Subscriber entered into the Subscription Agreement, pursuant to which the Company has conditionally agreed to allot and issue and the Subscriber has conditionally agreed to subscribe for 6,730,000 Subscription Shares at a price of HK$46.3 per Subscription Share.

The 6,730,000 Subscription Shares to be allotted and issued represent (i) approximately 18.94% of the existing shares capital of the Company of 35,524,210 Shares as at the date of this announcement; and (ii) approximately 15.93% of the issued share capital of the Company of 42,254,210 Shares as enlarged by the allotment and issue of the Subscription Shares, assuming there will be no other change to the total number of Shares in issue from the date of this announcement and up to the Completion.

The gross proceeds and net proceeds from the Subscription will be approximately HK$311.6 million and HK$311.1 million.

The Subscription Shares will be issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the AGM.

The Subscription may or may not proceed as Completion is conditional upon the fulfillment, or, as the case may be, waiver of the Conditions Precedent. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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THE SUBSCRIPTION

The principal terms of the Subscription Agreement are summarised below:

Date

12 January 2026 (after trading hours of the Stock Exchange)

Parties

Issuer: The Company

Subscriber: State Fortune Global Strategic LPF

Number of Subscription Shares

Pursuant to the Subscription Agreement, the Subscriber shall subscribe for a total of 6,730,000 Subscription Shares at the Subscription Price of HK$46.3 per Subscription Share for an aggregate consideration of HK$311,599,000.

The 6,730,000 Subscription Shares to be allotted and issued represent (i) approximately 18.94% of the existing shares capital of the Company of 35,524,210 Shares as at the date of this announcement; and (ii) approximately 15.93% of the issued share capital of the Company of 42,254,210 Shares as enlarged by the allotment and issue of the Subscription Shares, assuming there will be no other change to the total number of Shares in issue from the date of this announcement and up to the Completion. The aggregate nominal value of the Subscription Shares will be RMB6,730,000.

Ranking of Subscription Shares

The Subscription Shares, when issued and fully paid, will rank pari passu in all respects among themselves and with the other H Shares in issue on the date of allotment and issue of the Subscription Shares.

Subscription Price

The Subscription Price of HK$46.3 per Subscription Share represents (i) a discount of approximately 19.90% to the closing price of HK$57.8 per H Share as quoted on the Stock Exchange on the date of the Subscription Agreement; and (ii) a discount of approximately 18.15% to the average closing price of HK$56.57 per H Share as quoted on the Stock Exchange for the last five (5) consecutive trading days immediately prior to the date of the Subscription Agreement.

The net Subscription Price (after deducting the costs and expenses of the Subscription) is approximately HK$46.23 per Subscription Share.

The Directors consider that the Subscription Price, which was agreed after arm's length negotiations between the Company and the Subscriber with reference to market condition and recent trading price of the H Shares, is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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Condition Precedent of the Subscription

Completion is conditional upon:

(a) the Stock Exchange granting the listing of and permission to deal in the Subscription Shares;
(b) all necessary consents and approvals required to be obtained by the parties hereto in respect of the Subscription Agreement and the transactions contemplated thereunder, including but not limited to the Subscription, having been obtained;
(c) the representations and warranties made by the Company under the Subscription Agreement being true and accurate and not misleading as of the date of the Subscription Agreement and the Completion Date; and
(d) the representations and warranties made by the Subscriber under the Subscription Agreement being true and accurate and not misleading as of the date of the Subscription Agreement and the Completion Date.

The Company shall use its reasonable endeavours to procure the fulfilment of the above conditions precedent. The Company in its sole discretion may waive condition precedent (d) above, in whole or in part and with or without conditions, by notice to the Subscriber. The Subscriber in its sole discretion may waive condition precedent (c) above, in whole or in part and with or without conditions, by notice to the Company.

In the event the conditions precedent set out above not being fulfilled by the expiry of two calendar months after the date of the Subscription Agreement (or such other time and date as may be agreed by the Company and the Subscriber), all rights, obligations and liabilities of the Company and the Subscriber shall cease and determine and neither party shall have any claim against the other, save for any antecedent breaches of the terms thereof.

Completion

Completion shall take place within five Business Days (or such other date and time as may be agreed by the Company and the Subscriber) after the satisfaction or, as the case may be, waiver of the conditions precedent set out above.

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INFORMATION OF THE PARTIES

The Group

The Group is an IT solution provider in China, and committed to providing services for enterprise-level users to improve the level of convenience and intelligence for their information exchanges and business interactions. Based on unified communication technologies, core conversational AI technologies and product engine technologies, the Group is capable of addressing enterprise-level users' demand of "communication", "thinking" and "execution", respectively, thus facilitating a complete enterprise-level conversational AI experience.

The Subscriber

The Subscriber is a limited partnership fund registered under the Limited Partnership Fund Ordinance (Chapter 637 of the Laws of Hong Kong) acting by its general partner, namely Jingxin International Financial Group Co., Limited ("Jingxin Financial"). Jingxin Financial is a corporation licensed to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). As at the date of this announcement, Jingxin Financial is owned as to 60% by Mr. Wang Jianhai and 40% to Mr. Lin Gongyi.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, each of the Subscriber and its ultimate beneficial owner(s) is a third party independent of and not connected with the Company and its connected persons.

GENERAL MANDATE

The Subscription Shares will be allotted and issued under the General Mandate granted to the Directors by a resolution of the Shareholders passed at the AGM to allot, issue or deal with 7,104,842 additional Shares, i.e. not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of the AGM.

Up to the date of this announcement and immediately prior to the entering into of the Subscription Agreement, the Company has not issued any Share or sold or transferred any treasury shares under the General Mandate.

APPLICATION FOR LISTING

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares on the Stock Exchange.

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CSRC FILINGS

The Company shall comply with CSRC Rules and complete the CSRC Filings in connection with the Subscription.

REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS

The Company's principal business relies on advanced unified communication technologies, core conversational AI technologies and self-developed product engines to meet diverse enterprise demand across "collaborative communication", "intelligent decision-making", and "efficient execution". It provides enterprises with a one-stop enterprise-level intelligent interaction experience, helping customers significantly improve information exchange efficiency and the level of intelligent commercial interaction. The Company's solutions have been widely applied in key industries such as city management and administration, automotive and transportation, telecommunications and finance, empowering clients in digital transformation and business innovation.

The Directors are of the view that the Subscription will strengthen the Group's financial position and broaden the Company's shareholder and capital base, supporting its long-term development and business growth in the conversational AI sector. In particular, the Directors believe that the Subscription can further enhance the Company's technological advantages and commercial implementation capabilities in the field of enterprise-level interactive artificial intelligence. Based on the latest technological trends in the industry and changes in customer demands in commercial scenarios, and building upon the Company's existing technology foundation and solutions, the Subscription will support further research, development and product innovation in building a multimodal fusion architecture based on meta models, as well as the development of lifelong learning agents and an orchestrated multi-agent system for role-based collaboration, while significantly strengthening the delivery capabilities of solutions in actual commercial scenarios.

The gross proceeds and net proceeds from the Subscription will be approximately HK$311.6 million and HK$311.1 million, respectively. The Company intends to apply the net proceeds from the Subscription for the following purposes:

(1) Approximately 50% of the proceeds will be used for research and development investments to enhance the Company's technological capabilities and improve product innovation level, which consists of:

(a) Research, development and product innovation in building a multimodal fusion architecture based on meta models; and

(b) Development of lifelong learning agents and an orchestrated multi-agent system for role-based collaboration;

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(2) Approximately 50% of the proceeds will be used for working capital and general corporate purposes, including:

(a) Payment of staff salaries, social insurance, housing provident funds and other human resources expenses;

(b) Procurement of hardware and equipment and services for principal business;

(c) Repayment of bank loans; and

(d) Other administrative expenses.

The Board has considered other alternative fund-raising methods such as debt financing, rights issue or open offer. The Board considered that debt financing may incur further interest burden on the Group and may be subject to lengthy due diligence and negotiations with the banks with reference to the Group’s financial position and the then financial market condition and it may be relatively uncertain and time-consuming. On the other hand, rights issue or open offer may also involve relatively substantial time and cost to complete as compared to the equity financing through issue of the new Shares under General Mandate. The Directors consider that the Subscription represents an opportunity to raise additional funding for the business operations of the Group, strengthen the Group’s financial position, and provide working capital to the Group to meet any financial obligations of the Group without any interest burden, within a relatively shorter time frame and at lower costs when compared with other means of fundraising.

The Directors consider that the terms of the Subscription Agreement (including the Subscription Price), which were arrived at after arm’s length negotiations between the Company and the Subscriber, are on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

EQUITY FUND RAISING ACTIVITY DURING THE PAST TWELVE MONTHS

The Company has not conducted any other equity fund raising activities during the past 12 months immediately preceding the date of this announcement.

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EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the total number of Shares in issue was 35,524,210 Shares, comprising 6,997,250 Unlisted Shares and 28,526,960 H Shares, with no treasury shares.

The table below sets out a summary of the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon the Completion (assuming there is no other change in the number of issued Shares from the date of this announcement up to the Completion Date and all the Subscription Shares):

	As at the date of this announcement		Immediately after Completion
	Number of Shares	Approximate percentage of total issued Shares (%)	Number of Shares	Approximate percentage of total issued Shares (%)
Unlisted Shares
Mr. Tang (1)(3)	2,098,000	5.91	2,098,000	4.97
Voicecomm Rongzhi (1)(3)	3,043,558	8.57	3,043,558	7.20
Mr. Sun (2)(3)	700,000	1.97	700,000	1.66
Jiageng Culture (2)(3)	210,000	0.59	210,000	0.50
Jiangfan Technology (4)	96,000	0.27	96,000	0.23
Unlisted Shares held by public holders	849,692	2.39	849,692	2.01
Sub-total of Unlisted Shares	6,997,250	19.70	6,997,250	16.56
H Shares
Mr. Tang (1)(3)	1,400,000	3.94	1,400,000	3.31
Voicecomm Rongzhi (1)(3)	2,050,000	5.77	2,050,000	4.85
Mr. Sun (2)(3)	1,100,000	3.10	1,100,000	2.60
Jiageng Culture (2)(3)	330,000	0.93	330,000	0.78
Jiangfan Technology (4)	119,540	0.34	119,540	0.28
The Subscriber	-	-	6,730,000	15.93
H Shares held by other public holders	23,527,420	66.23	23,527,420	55.68
Sub-total of H Shares	28,526,960	80.30	35,256,960	83.44
Total	35,524,210	100.00	42,254,210	100.00

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Notes:

1. Mr. Tang is the chairman of the Board and an executive Director. As of the date of this announcement, Shares in which Mr. Tang is interested consist of (i) 2,098,000 Unlisted Shares and 1,400,000 H Shares held by him in his own personal capacity; (ii) 3,043,558 Unlisted Shares and 2,050,000 H Shares held by Voicecomm Rongzhi, a company held as to 99% by Mr. Tang and 1% by his spouse, Ms. Xu Xiangfeng (徐向鋒), in which Mr. Tang is deemed to be interested under the SFO; and (iii) 910,000 Unlisted Shares and 1,430,000 H Shares in which Mr. Tang is deemed to be interested as a result of being a party acting in concert with Mr. Sun.

2. Mr. Sun is the general manager of the Company and an executive Director. As of the date of this announcement, Shares in which Mr. Sun is interested consist of (i) 700,000 Unlisted Shares and 1,100,000 H Shares held by him in his own personal capacity; (ii) 210,000 Unlisted Shares and 330,000 H Shares held by Jiageng Culture, a company wholly-owned by Mr. Sun, in which Mr. Sun is deemed to be interested under the SFO; and (iii) 5,141,558 Unlisted Shares and 3,450,000 H Shares in which Mr. Sun is deemed to be interested as a result of being a party acting in concert with Mr. Tang.

3. Pursuant to the concert party agreement dated (“Concert Party Agreement”) dated 20 March 2021, Mr. Tang, Mr. Sun and Jiangfan Technology agreed that they shall act in concert with respect to, inter alia, the right to convene board meetings and general meetings, right to propose resolutions, nomination right, voting rights, nomination of senior management, and other matters which are subject to approval in general meetings or board meetings of the Company, for the period since the date of the Concert Party Agreement and up until they cease to hold any shares of the Company or upon the termination of the Concert Party Agreement. For details, see “History, Development and Corporate Structure – Concert Party Arrangement” in the prospectus of the Company dated 28 June 2024. As such, each of Mr. Tang, Mr. Sun and Jiangfan Technology are deemed to be interested in the Shares each other is interested in. On 21 July 2025, Mr. Tang, Mr. Sun, and Jiangfan Technology entered into a supplemental agreement to the Concert Party Agreement, pursuant to which Mr. Tang, Mr. Sun and Jiangfan Technology agree that Jiangfan Technology be formally released from the Concert Party Agreement and is no longer bound by all the rights and obligations applicable to Jiangfan Technology under the Concert Party Agreement. Notwithstanding the above, the parties agree that the concert party arrangement under the Concert Party Agreement will continue to be valid between Mr. Tang and Mr. Sun. For further details, please refer to the announcement of the Company dated 21 July 2025.

4. Mr. Yang is a non-executive Director. Jiangfan Technology is wholly-owned by Shanghai Jiangcheng Asset Management Co., Ltd. (上海江程資產管理有限公司), which is ultimately held as to 60.0% by Shanghai Jiangkunchen Enterprise Management Co., Ltd. (上海江堀晨企業管理有限公司) (being held as to 98.3% by Mr. Yang and 1.7% by Mr. Gao Tianxiang) and 40.0% by Shanghai Qinyunlan Technology Development Co., Ltd. (上海沁澇瀾科技發展有限公司) (being held as to 99% by Ms. Jiang Zhuoyun and 1% by Ms. Zhou Wei). By virtue of the SFO, each of Mr. Yang and Ms. Jiang Zhuoyun is deemed to be interested in the Shares that Jiangfan Technology is interested in.

GENERAL

The Subscription may or may not proceed as Completion is conditional upon the fulfillment or, as the case may be, waiver of the Conditions Precedent. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions have the following meanings:

“acting in concert” has the meaning ascribed to it under the Takeovers Code

“AGM” the annual general meeting of the Company held on 20 June 2025 at which, among others, a resolution for the grant of the General Mandate to the Directors was duly passed by the Shareholders

“Board” the board of Directors

“Business Day” a day (excluding Saturday, Sunday and public holidays) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

“Company” Voicecomm Technology Co., Ltd. (聲通科技股份有限公司), a joint stock company incorporated in the PRC with limited liability on 7 May 2015, or, where the context requires (as the case may be), its predecessor with the English name of Shanghai Voicecomm Information Technology Co., Ltd. (上海聲通信息科技有限公司), a limited liability company established in the PRC on 5 December 2005, the H Shares of which are listed on the Stock Exchange (stock code: 2495)

“Completion” completion of the Subscription in accordance with the terms and conditions of the Subscription Agreement

“Completion Date” the date on which the Completion takes place, which shall be within five Business Days (or such other date and time as may be agreed by the Company and the Subscriber) after the satisfaction or, as the case may be, waiver of the conditions precedent of Subscription set out in the Subscription Agreement

“connected person” has the meaning ascribed to it under the Listing Rules

“CSRC” China Securities Regulatory Commission

“CSRC Archive Rules” the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (關於加強境內企業境外發行證券和上市相關保密和檔案管理工作的規定) issued by the CSRC on 24 February 2023 (as amended, supplemented or otherwise modified from time to time)

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“CSRC Filings” the CSRC Filing Report and any relevant supporting materials (including, but not limited to, the PRC legal opinion to be issued by the counsel for the Company on the PRC laws, where applicable) and including any amendments, supplements and/or modifications thereof, to be submitted by the Company to the CSRC pursuant to the CSRC Filing Rules

“CSRC Filing Report(s)” the filing report in relation to the Subscription and any transactions contemplated by the Subscription Agreement, to be submitted by the Company to the CSRC pursuant to the CSRC Filing Rules

“CSRC Filing Rules” the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (境內企業境外發行證券和上市管理試行辦法) and supporting guidelines issued by the CSRC (effective from 31 March 2023), as amended, supplemented or otherwise modified from time to time

“CSRC Rules” the CSRC Filing Rules and the CSRC Archive Rules

“Directors” directors of the Company

“General Mandate” a general mandate granted to the Directors to allot, issue or deal with additional Shares of not exceeding 20% of the total number of issued shares of the Company (excluding treasury shares) as at the date of the AGM

“Group” the Company and its subsidiaries

“H Share(s)” ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are listed on the Main Board of the Stock Exchange and subscribed for and traded in Hong Kong dollars

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Jiageng Culture” Shanghai Jiageng Culture Communication Co., Ltd. (上海甲庚文化傳播有限公司), a limited liability company established under the laws of PRC and is wholly owned by Mr. Sun

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"Jiangfan Technology"
Shanghai Jiangfan Technology Development Co., Ltd. (上海江泛科技發展有限公司), a limited liability company established under the laws of PRC, is wholly-owned by Shanghai Jiangcheng Asset Management Co., Ltd. (上海江程資產管理有限公司) and ultimately held as to 60.0% by Shanghai Jiangkunchen Enterprise Management Co., Ltd. (上海江焜晨企業管理有限公司) (being held as to 98.3% by Mr. Yang and 1.7% by Mr. Gao Tianxiang) and 40.0% by Shanghai Qinyunlan Technology Development Co., Ltd. (上海沁濱瀾科技發展有限公司) (being held as to 99% by Ms. Jiang Zhuoyun and 1% by Ms. Zhou Wei)

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"Mr. Sun"
Mr. Sun Qi (孫琪), the general manager of the Company, an executive Director

"Mr. Tang"
Mr. Tang Jinghua (湯敬華), the chairman of the Board, an executive Director

"Mr. Yang"
Mr. Yang Xiaoyuan, a non-executive Director

"PRC"
the People's Republic of China

"RMB"
Renminbi, the lawful currency of the PRC

"SFO"
Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (as amended, supplemented or otherwise modified from time to time)

"Shareholders"
holders of the Shares

"Shares"
share(s) in the share capital of the Company with a nominal value of RMB1.00 each, comprising Unlisted Share(s) and H Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Subscriber"
State Fortune Global Strategic LPF, whose information is more particularly set out in the section headed "Information of the parties – The Subscriber" of this announcement

"Subscription"
the Subscription of the Subscription Shares on the terms set out in the Subscription Agreement

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"Subscription Agreement" the Subscription Agreement entered into between the Company and the Subscriber dated 12 January 2026 in relation to the Subscription

"Subscription Price" HK$46.3 per Subscription Share

"Subscription Shares" 6,730,000 new H Shares to be subscribed by the Subscriber pursuant to the Subscription Agreement

"substantial shareholder" has the meaning ascribed to it under the Listing Rules

"Takeovers Code" the Hong Kong Code on Takeovers and Mergers

"treasury share(s)" has the meaning ascribed to it under the Listing Rules

"Unlisted Share(s)" ordinary share(s) issued by the Company, with a nominal value of RMB1.00 each, which is/are not listed on any stock exchange

"Voicecomm Rongzhi" Hubei Voicecomm Rongzhi Technology Group Co., Ltd. (湖北聲通融智技術集團有限公司), formerly known as Shanghai Voicecomm Rongzhi Technology Group Co., Ltd. (上海聲通融智技術集團有限公司) and Shanghai Fengjing Information Consultation Co., Ltd. (上海蜂競信息諮詢有限公司), a limited liability company established under the laws of PRC and is owned as to 99.0% and 1.0% by Mr. Tang and Ms. Xu Xiangfeng, respectively

“%” per cent.

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

Hong Kong, 12 January 2026

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. LEUNG Kin Hong as independent non-executive Directors.

• For identification purpose only