Voicecomm Technology Co., Ltd. — Proxy Solicitation & Information Statement 2025

Apr 29, 2025

宋

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)

Number of shares to which this form of proxy relates1	Unlisted Shares
	H Shares

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON JUNE 20, 2025 OR ANY ADJOURNMENT THEREOF

I/We² (name)

of (address)

being the registered holder(s) of³

Unlisted Shares/H Shares of

Voicecomm Technology Co., Ltd. (the "Company") with a nominal value of RMB1.00 each in the share capital of the Company, hereby appoint⁴ the Chairman (the "Chairman") of the annual general meeting (the "AGM") of the Company

or (name)

of (address)

as my/our proxy to attend and vote on the resolutions as set out on the notice of annual general meeting dated April 29, 2025 for me/us and on my/our behalf at the AGM to be held at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, PRC on Friday, June 20, 2025 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 AGM and at such AGM (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 indication is given, as my/our proxy thinks fit.

Please tick ("✓") the appropriate boxes to indicate how you wish your vote(s) to be cast⁵.

ORDINARY RESOLUTIONS		FOR	AGAINST	ABSTAIN
1.	To consider and approve the proposal on the Company’s 2024 annual report.
2.	To consider and approve the proposal on the Company’s 2024 profit distribution plan.
3.	To consider and approve the proposal on Directors’ remuneration plan.
4.	To consider and approve the proposal on engaging the Company’s auditor for 2025.
SPECIAL RESOLUTIONS		FOR	AGAINST	ABSTAIN
5.	To consider and approve the proposal on granting to the Board the General Mandate to decide on the issuance of new shares.
6.	To consider and approve the proposal on the proposed amendments to the Articles of Association.

Date:

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).
4. If any proxy other than the Chairman is preferred, please strike out the words "the Chairman of the annual general meeting of the Company" and insert the name and address of the proxy desired. Any shareholder of the Company may appoint one or more proxies to attend the AGM 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 AGM (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.
5. 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 AGM other than those referred to in the Notice convening the AGM.
6. This form of proxy must be signed by you or your attorney duly authorized 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 authorized to sign the same. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.
7. In the case of joint registered holders of any shares, any one of such persons may vote at the AGM, 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 AGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company 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.
8. 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 of the Company) or the business address of the Company at 4th Floor, P11 Building, Phase 4.1, Wuhan Software New City, East Lake High-tech Development Zone, Wuhan, Hubei Province, the PRC (for Unlisted Shareholders of the Company) not less than 24 hours before the time appointed for the AGM (i.e. not later than 2:00 p.m. on Thursday, June 19, 2025).
9. 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 AGM will be decided by poll at the AGM.
11. Completion and delivery of the form of proxy will not preclude you from attending and voting at the AGM in person if you so wish. If you attend and vote at the AGM, the authority of your proxy will be revoked.
12. 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 April 29, 2025 (the "Circular").
14. Full text of the resolutions are set out in the Circular.

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 AGM of the Company (the "Purpose"). 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 authorized 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 fulfill 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 register should be in writing by mail to the Company at 4th Floor, P11 Building, Phase 4.1, Wuhan Software New City, East Lake High-tech Development Zone, Wuhan, Hubei Province, the 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 PrivacyOffice@computershare.com.hk

For identification purpose only