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

Aug 20, 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)

(Stock Code: 2495)

Number of shares to which this Unlisted Shares form of proxy relates [1] H Shares

FORM OF PROXY FOR THE 2024 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON SEPTEMBER 4, 2024 OR ANY ADJOURNMENT THEREOF

I/We [2] (name) of (address) beingShanghaithe Company,the registeredVoicecommherebyholder(s)Informationappointof [3][4] the TechnologyChairman (theCo., “ Chairman Ltd.* (the”) “of Company the 2024”) withseconda extraordinarynominal valuegeneralof RMB1.00meeting (theeach “Unlisted EGM in the”) Shares/Hshareof the capitalCompanyShares ofof or (name) of (address) as my/our proxy to attend and vote on the resolutions as set out on the notice of 2024 second extraordinary general meeting dated August 20, 2024 for me/us and on my/our behalf at the EGM to be held at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC on Wednesday, September 4, 2024 at 2:00 p.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice of EGM and at such EGM (or at any adjournment thereof) to vote for me/us on my/our behalf in respect of the resolutions as hereunder indicated or, if no such in dictation is given, as my/our proxy thinks fit.

Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [5] .

		ORDINARY RESOLUTIONS	FOR		AGAINST		ABSTAIN
	1.	To consider and approve the proposed appointment of Mr. Leung
		Kin Hong as an independent non-executive Director.
	2.	To consider and approve the revised remuneration plan for
		independent non-executive Directors.
		SPECIAL RESOLUTIONS	FOR		AGAINST		ABSTAIN
	3.	To consider and approve the changes of headquarters and
		principal place of business in the PRC, registered office in the
		PRC and Company’s name and the corresponding amendments to
		the Articles of Association (Proposed Amendments I).
	4.	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).
	5.	To consider and approve the proposed amendments to the Articles
		of Association in relation to the partial exercise of the over-
		allotment option and the change of registered capital of the
		Companyandothermiscellaneouschanges(Proposed
		Amendments III).

# Full text of the above resolutions are set out in the notice of the EGM dated August 20, 2024.

Date: 2024

Signature(s) [6]

Notes:

1. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

2. Full name(s) and address(es) as shown in the register of the Company to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated. 3. Please insert the number of shares under your name(s).

3. If any proxy other than the Chairman is preferred, please strike out the words “the Chairman of the 2024 second extraordinary general meeting of the Company” and insert the name and address of the proxy desired. Any shareholder may appoint one or more proxies to attend the EGM and vote for him/her. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A proxy need not be a shareholder of the Company, but must attend the EGM (or any adjournment thereof) to represent you. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ � ”) THE BOX MARKED “AGAINST”. If this form of proxy is returned duly signed but no direction is given, your proxy may vote for or against the resolution or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the Notice convening the EGM.

5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised to sign the same. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT .

6. In the case of joint registered holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the EGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such shares shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

7. In order to be valid, this completed form of proxy together with the power of attorney (if any) under which it is signed or a notarially certified copy (such certification to be made by either a notary public or a solicitor qualified to practice in Hong Kong thereof), must be deposited at 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 appointed for the EGM (i.e. not later than 2:00 p.m. on Tuesday, September 3, 2024).

8. The Company reserves the right to treat any form of proxy which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid. 10. Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all resolutions set out in the notice of the EGM will be decided by poll at the EGM.

9. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM in person if you so wish. If you attend and vote at the EGM, the authority of your proxy will be revoked.

10. References to time and dates in this form of proxy are to Hong Kong time and dates. 13. Unless otherwise defined, capitalized terms used in this form shall have the same meanings as those defined in the circular of the Company dated August 20, 2024.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM of the Company (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC or Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong or by email to shanghaivoicecomm.ecom@computershare.com.hk.

* For identification purpose only