Voicecomm Technology Co., Ltd. — Proxy Solicitation & Information Statement 2024

Nov 8, 2024

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Hubei Voicecomm Technology Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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Hubei Voicecomm Technology Co., Ltd. 湖北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)

(1) PROPOSED CHANGE OF COMPANY NAME (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

Notice convening the EGM of Hubei Voicecomm Technology Co., Ltd. to be held at 2:00 p.m. on Monday, November 25, 2024 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for use in the EGM is published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.voicecomm.cn) respectively.

Whether or not you intend to attend the EGM, you are required to complete the form of proxy in accordance with the instructions printed thereon and return them to the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, as soon as possible but in any event not less than 24 hours before the time appointed for holding the EGM (i.e. not later than 2:00 p.m. on Sunday, November 24, 2024) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

Reference to time and dates in this circular are to Hong Kong time and dates. Where the context so permits or requires in this circular, words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders and vice versa.

November 8, 2024

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . EGM-1

– i –

DEFINITIONS

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

“Articles of Association”	the articles of association of the Company, as amended
	from time to time
“Board”	the board of Directors
“Company”	Hubei Voicecomm Technology Co., Ltd. (湖北聲通科技
	股份有限公司), a joint stock company incorporated in the
	PRC with limited liability on May 7, 2015, the H Shares
	of which are listed on the Stock Exchange (stock code:
	2495)
“Director(s)”	the director(s) of the Company
“EGM”	the extraordinary general meeting to be held by the
	Company at 2:00 p.m. on November 25, 2024 at 7DEF,
	Building G, Weijing Center, No. 2337 Gudai Road,
	Minhang District, Shanghai, PRC
“Group”	the Company and its subsidiaries from time to time
“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
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Listing Rules”	the Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
“PRC”	the People’s Republic of China
“RMB”	Renminbi, the lawful currency of the PRC
“Share(s)”	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)
“Shareholder(s)”	holder(s) of the share(s) of the Company

– 1 –

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “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

– 2 –

LETTER FROM THE BOARD

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Hubei Voicecomm Technology Co., Ltd. 湖北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)

Executive Directors: Mr. Tang Jinghua ( Chairman ) Mr. Sun Qi

Non-executive Directors: Mr. Yang Xiaoyuan Mr. Tan Xiaobo Mr. Chen Yulei Ms. Ma Tiantian

Independent Non-executive Directors: Mr. Liu Rong Mr. Wu Haipeng Mr. Mu Binrui Mr. Leung Kin Hong

Registered office: 4th Floor, F11 Building Phase 4.1, Wuhan Software New City East Lake High-tech Development Zone Wuhan, Hubei Province PRC Principal place of business in Hong Kong: 40th Floor Dah Sing Financial Centre No. 248 Queen’s Road East Wanchai Hong Kong, China

November 8, 2024

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CHANGE OF COMPANY NAME (2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND

(3) NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The Company intends to hold the EGM at 2:00 p.m. on Monday, November 25, 2024 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai. The notice to convene the EGM is set out on pages EGM-1 to EGM-2 of this circular.

The purpose of this circular is to provide you the notice of EGM and the detailed information in relation to, among other things, the following resolutions to be proposed at the EGM, to enable you to make an informed decision on whether to vote for or against the following resolutions.

– 3 –

LETTER FROM THE BOARD

MATTERS TO BE RESOLVED AT THE EGM

Reference is made to the announcement of the Company dated November 4, 2024 in relation to the proposed change of name and change of business scope of the Company.

(1) Proposed Change of Company Name

On November 4, 2024, the Board resolved and proposed to change the Company’s name from “湖北聲通科技股份有限公司” to “聲通科技股份有限公司” and the English name of the Company from “Hubei Voicecomm Technology Co., Ltd.” to “Voicecomm Technology Co., Ltd.” (the “ Change of Company Name ”) as part of the Company’s internationalization strategy. Following the Change of Company Name, the Board proposed to make corresponding amendments to the existing Articles of Association (the “ Proposed Amendments I ”).

Details of the Proposed Amendments I are set out below (deleted texts are presented in strikethrough and additional texts are presented in underline):

Original Articles of the Articles of Association

Article 1 To safeguard the legal interests of Hubei Voicecomm Technology Co., Ltd. (hereinafter referred to as the “Company”) and its shareholders and creditors and to regulate the organization and behaviors of the Company, the Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as “Securities Law”), the Accounting Law of the People’s Republic of China (hereinafter referred to as “Accounting Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as “Trial Measures”), the Guidelines for the Articles of Association of Listed Companies (hereinafter referred to as “Guideline on Articles”), the Official Reply of the State Council on Adjusting the Notice Period and Other Relevant Issues about Shareholders’ Meeting Applicable to Overseas-listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”), and other applicable laws, administrative regulations, departmental rules, regulatory documents and regulations of the relevant regulatory authorities.

Amended Articles of the Articles of Association

Article 1 To safeguard the legal interests of ~~Hubei~~ Voicecomm Technology Co., Ltd. (hereinafter referred to as the “Company”) and its shareholders and creditors and to regulate the organization and behaviors of the Company, the Articles of Association are formulated in accordance with the Company Law of the People’s Republic of China (hereinafter referred to as “Company Law”), the Securities Law of the People’s Republic of China (hereinafter referred to as “Securities Law”), the Accounting Law of the People’s Republic of China (hereinafter referred to as “Accounting Law”), the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (hereinafter referred to as “Trial Measures”), the Guidelines for the Articles of Association of Listed Companies (hereinafter referred to as “Guideline on Articles”), the Official Reply of the State Council on Adjusting the Notice Period and Other Relevant Issues about Shareholders’ Meeting Applicable to Overseas-listed Companies, the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (hereinafter referred to as “Hong Kong Listing Rules”), and other applicable laws, administrative regulations, departmental rules, regulatory documents and regulations of the relevant regulatory authorities.

– 4 –

LETTER FROM THE BOARD

	Original Articles of the Articles of Association Amended Articles of the Articles of Association Article 4 The registered name of the Company is 湖北聲通科技股份有限公司 (English name: Hubei Voicecomm Technology Co., Ltd.) Article 4 The registered name of the Company is ~~湖北~~聲通科技股份有限公司 (English name: ~~Hubei~~ ~~V~~oicecomm Technology Co., Ltd.)

The Change of Company Name and the Proposed Amendments I are subject to the approval of the Shareholders by way of a special resolution at the EGM and shall take effect upon the completion of the registration procedures with the relevant governmental authorities in the PRC.

(2) Proposed Amendment to the Articles of Association in relation to the Change of Business Scope of the Company

On November 4, 2024, the Board resolved and proposed to amend the existing Articles of Association to change the scope of business of the Company to include the sale of certain class of medical equipment (the “ Proposed Amendment II ”).

– 5 –

LETTER FROM THE BOARD

Details of the Proposed Amendment II are set out below (additional texts are presented in underline):

Original Articles of the Articles of Association

Article 14 As registered in accordance with the law, the business scope of the Company is: General items: technology services, technology development, technology consultation, technology exchanges, technology transfer, technology promotion; wholesale of computer hardware, software and auxiliary equipment; retail of computer hardware, software and auxiliary equipment; sales of electronic products; sales of communication equipment; computer system services; information system integration services; application system integration services for the artificial intelligence industry; smart control system integration; information technology consultation services; artificial intelligence public data platform; IoT technology services; IoT application services; IoT equipment sales; big data services; advertisement design, agency; sales agency; Internet sales (except for the sale of commodities subject to licensing); import and export of technology. (Conduct business activities independently according to the law with the business license, except for the items subject to approval by law.)

Amended Articles of the Articles of Association

Article 14 As registered in accordance with the law, the business scope of the Company is: General items: technology services, technology development, technology consultation, technology exchanges, technology transfer, technology promotion; wholesale of computer hardware, software and auxiliary equipment; retail of computer hardware, software and auxiliary equipment; sales of electronic products; sales of communication equipment; computer system services; information system integration services; application system integration services for the artificial intelligence industry; smart control system integration; information technology consultation services; artificial intelligence public data platform; IoT technology services; IoT application services; IoT equipment sales; big data services; advertisement design, agency; sales agency; Internet sales (except for the sale of commodities subject to licensing); import and export of technology; sales of class II medical devices. (Conduct business activities independently according to the law with the business license, except for the items subject to approval by law.)

The business scope mentioned in the The business scope mentioned in the preceding paragraph shall be subject to the preceding paragraph shall be subject to the contents registered with the competent contents registered with the competent company registration authorities. company registration authorities.

The Proposed Amendment II is subject to the approval of the Shareholders by way of a special resolution at the EGM and shall take effect upon the completion of the registration procedures with the relevant governmental authorities in the PRC.

– 6 –

LETTER FROM THE BOARD

NOTICE OF THE EGM

The notice convening the EGM at 2:00 p.m. on Monday, November 25, 2024 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, is set out on pages EGM-1 to EGM-2 in this circular. In order to ascertain holders of H Shares who are entitled to attend the EGM, the register of members of H Shares of the Company will be closed from Wednesday, November 20, 2024 to Monday, November 25, 2024, both days inclusive, during which period no transfer of H Shares will be registered. To be eligible to attend and vote at the EGM, unregistered holders of H Shares shall ensure all transfer documents accompanied by the relevant share certificates are lodged with the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Tuesday, November 19, 2024 for registration.

PROXY ARRANGEMENT

Form of proxy for use at the EGM is published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.voicecomm.cn). Whether or not you intend to attend the EGM you are required to complete and sign the form of proxy in accordance with the instructions printed thereon and return it to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for holders of H Shares) or the business address of the Company at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC (for Unlisted Shareholders), not less than 24 hours before the time fixed for the holding of the EGM (i.e. not later than 2:00 p.m. on Sunday, November 24, 2024) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude you from attending and voting in person at the EGM if you so wish and in such event the form of proxy shall be deemed to be revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the resolutions to be proposed at the EGM will be voted on by poll except where the chairman of the meeting decides to allow a resolution solely in respect of a procedural or administrative matter to be voted on by a show of hands. Therefore, all resolutions as set out in the notice of the EGM will be voted on by poll. The poll results will be published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.voicecomm.cn) upon the conclusion of the EGM.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as of the date of this circular, no Shareholders were required to abstain from voting on the resolutions to be proposed at the EGM.

– 7 –

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the resolutions to be proposed at the EGM in relation to (i) the Change of Company Name and the corresponding amendments to the Articles of Association; and (ii) the amendment to the Articles of Association in relation to the change of business scope of the Company are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the resolutions to be proposed at the EGM.

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

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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Hubei Voicecomm Technology Co., Ltd. 湖北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)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2024 third extraordinary general meeting of Hubei Voicecomm Technology Co., Ltd. (the “ Company ”) will be convened and held at 2:00 p.m. on Monday, November 25, 2024 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC (the “ EGM ”) to consider and, if thought fit, approve the following resolutions. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated November 8, 2024 (the “ Circular ”).

SPECIAL RESOLUTIONS

1. To consider and approve the proposed Change of Company Name and the corresponding amendments to the Articles of Association (Proposed Amendments I).

2. To consider and approve the proposed amendment to the Articles of Association in relation to the change of business scope of the Company (Proposed Amendment II).

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

Hong Kong, November 8, 2024

As of the date of this notice, 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.

– EGM-1 –

NOTICE OF EXTRAORDINARY GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.

2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy/more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong (for H Shareholders), or the business address of the Company at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC (for Unlisted Shareholders) not less than 24 hours before the time appointed for the meeting (i.e. not later than 2:00 p.m. on Sunday, November 24, 2024) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. For determining the entitlement to attend and vote at the meeting, the register of members of the Company will be closed from Wednesday, November 20, 2024 to Monday, November 25, 2024, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, November 19, 2024.

5. Holders of Shares shall produce their identity documents and supporting documents in respect of the shares of the Company held when attending the EGM. If corporate Shareholders appoints authorized representative to attend the EGM, the authorized representative shall produce his/her identity documents and a notarially certified copy of the relevant authorization instrument signed by the board of directors or other authorized parties of the corporate Shareholders or other notarially certified documents allowed by the Company. Proxies shall produce their identity documents and the proxy forms signed by the Shareholders or their attorneys when attending the EGM.

6. References to time and dates in this notice are to Hong Kong time and dates.

– EGM-2 –