Voicecomm Technology Co., Ltd. — Major Shareholding Notification 2025

Jul 21, 2025

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.

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)

INSIDE INFORMATION AMENDMENT TO THE CONCERT PARTY ARRANGEMENT

This announcement is made by Voicecomm Technology Co., Ltd.* (the "Company", together with its subsidiaries, the "Group") pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (the "SFO") (Chapter 571 of the Laws of Hong Kong).

BACKGROUND

Reference is made to the prospectus of the Company dated June 28, 2024 (the "Prospectus"). Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the Prospectus.

Pursuant to the concert party agreement dated March 20, 2021 (the "Concert Party Agreement"), Mr. Tang Jinghua ("Mr. Tang"), Mr. Sun Qi ("Mr. Sun") and Shanghai Jiangfan Technology Development Co., Ltd. (上海江泛科技發展有限公司) ("Jiangfan Technology", together with Mr. Tang and Mr. Sun, the "Concert Parties") 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 or upon the termination of the Concert Party Agreement. In particular, among others, Mr. Tang, Mr. Sun and Jiangfan Technology have agreed that (i) they shall reach consensus before voting unanimously at the general meetings or board meetings of the Company; (ii) Mr. Tang and Mr. Sun shall be responsible for the production and operation of the Company, and Jiangfan Technology shall not involve in such matters; (iii) in the event consensus cannot be reached among the parties, the parties shall follow the instruction of Mr. Tang; and (iv) upon the execution of the Concert Party Agreement, all shares directly or indirectly held by the parties shall nonetheless be bound by the terms of the agreement, and the parties shall exercise their voting rights in accordance with the Concert Party Agreement.

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By virtue of the Concert Party Agreement, Mr. Tang, Mr. Sun and Jiangfan Technology were collectively entitled to exercise voting rights of approximately 31.43% of the voting rights in the Company immediately before the date of this announcement, among which:

(i) Mr. Tang was able to exercise approximately 24.19% of the voting rights in the Company through (a) his direct individual interest as to approximately 9.84%; and (b) Voicecomm Rongzhi as to approximately 14.34%. Voicecomm Rongzhi is a company established in the PRC which is owned as to 99.00% by Mr. Tang and 1.00% by Ms. Xu (the spouse of Mr. Tang);

(ii) Mr. Sun was able to exercise approximately 6.59% of the voting rights in the Company through (a) his direct individual interest as to approximately 5.07%; and (b) Jiageng Culture as to approximately 1.52%. Jiageng Culture is a company established in the PRC which is wholly-owned by Mr. Sun; and

(iii) Jiangfan Technology was able to exercise approximately 0.66% of the voting rights in the Company. Jiangfan Technology is wholly owned by Jiangcheng Asset Management, which is in turn held as to 60.0% by Mr. Yang Xiaoyuan ("Mr. Yang"), a non-executive Director, and 40.0% by Ms. Jiang Zhuoyun ("Ms. Jiang").

Please refer to "History, Development and Corporate Structure – Concert Party Arrangement" and "Relationship with our Controlling Shareholders – Our Controlling Shareholders" in the Prospectus for details.

SUPPLEMENTAL AGREEMENT TO THE CONCERT PARTY AGREEMENT

The Company has been informed that Mr. Tang, Mr. Sun, and Jiangfan Technology entered into a supplemental agreement to the Concert Party Agreement (the "Supplemental Agreement") on July 21, 2025, 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.

Upon the withdrawal of Jiangfan Technology from the Concert Party Agreement, each of Mr. Yang, Ms. Jiang, Jiangcheng Asset Management and Jiangfan Technology will cease to be a Controlling Shareholder of the Company. Meanwhile, the remaining Concert Parties are no longer deemed to be interested in the Shares held by Jiangfan Technology, or vice versa, under the SFO. As such, the aggregate shareholding of the group of Controlling Shareholders of the Company will decrease from 31.43% to 30.77%.

The board (the "Board") of directors (the "Director(s)") of the Company considers that the matter above does not have any material adverse impact on the operation of the Group. The Company may publish further announcement(s) to update the shareholders and potential investors of the Company on any further information regarding the matter above as it considers appropriate.

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Shareholders and potential investors of the Company should exercise caution when dealing in the securities of the Company.

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

Hong Kong, July 21, 2025

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

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