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Voicecomm Technology Co., Ltd. Proxy Solicitation & Information Statement 2025
50625_rns_2025-04-29_913772bf-0a52-4f06-adc9-808547abf32d.pdf
Proxy Solicitation & Information Statement
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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 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.
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)
(1) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON THE COMPANY'S 2024 ANNUAL REPORT
(2) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON THE COMPANY'S 2024 PROFIT DISTRIBUTION PLAN
(3) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON DIRECTORS' REMUNERATION PLAN
(4) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON ENGAGING THE COMPANY'S AUDITOR FOR 2025
(5) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON GRANTING TO THE BOARD THE GENERAL MANDATE TO DECIDE ON THE ISSUANCE OF NEW SHARES
(6) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
(7) NOTICE OF ANNUAL GENERAL MEETING
The notice convening the AGM of Voicecomm Technology Co., Ltd.* to be held at 2:00 p.m. on Friday, June 20, 2025 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, the PRC is set out on pages AGM-1 to AGM-2 of this circular. A form of proxy for use at the AGM is enclosed with this circular and published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.voicecomm.cn) respectively.
Whether or not you intend to attend the AGM, you are required to complete the form of proxy in accordance with the instructions printed thereon and return it 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 AGM (i.e. not later than 2:00 p.m. on Thursday, June 19, 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish.
Reference to dates and time in this circular are to Hong Kong dates and time. 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.
- For identification purpose only
April 29, 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1
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DEFINITIONS
In this circular, the following expressions shall have the following meanings unless the context requires otherwise:
"AGM"
the annual general meeting to be held by the Company at 2:00 p.m. on June 20, 2025 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, the PRC
"Articles of Association"
the articles of association of the Company, as amended from time to time
"Board"
the board of Directors of the Company
"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 May 7, 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 December 5, 2005, the H Shares of which are listed on the Stock Exchange (stock code: 2495)
"Director(s)"
the director(s) of the Company
"General Mandate"
a general mandate proposed to be 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, details of which are set out on pages 5 to 8 of this circular
"general meeting"
the general meeting of the Company
"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
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For identification purpose only
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1 -
DEFINITIONS
"Latest Practicable Date"
April 28, 2025, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
"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
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"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
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LETTER FROM THE BOARD
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)
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, the PRC
Principal place of business in Hong Kong:
40th Floor
Dah Sing Financial Centre
No. 248 Queen's Road East
Wanchai
Hong Kong
April 29, 2025
To the Shareholders
Dear Sir or Madam,
(1) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON THE COMPANY'S 2024 ANNUAL REPORT
(2) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON THE COMPANY'S 2024 PROFIT DISTRIBUTION PLAN
(3) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON DIRECTORS' REMUNERATION PLAN
(4) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON ENGAGING THE COMPANY'S AUDITOR FOR 2025
(5) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON GRANTING TO THE BOARD THE GENERAL MANDATE TO DECIDE ON THE ISSUANCE OF NEW SHARES
(6) CONSIDERATION AND APPROVAL OF THE PROPOSAL ON THE PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND
(7) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
The Company intends to hold the AGM at 2:00 p.m. on Friday, June 20, 2025 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai. The notice convening the AGM is set out on pages AGM-1 to AGM-2 of this circular.
LETTER FROM THE BOARD
The purpose of this circular is to provide you the notice of AGM and the detailed information in relation to, among other things, the following resolutions to be proposed at the AGM, to enable you to make an informed decision on whether to vote for or against the following resolutions.
MATTERS TO BE RESOLVED AT THE AGM
(A) Ordinary Resolution
(1) Consideration and Approval of the Proposal on the Company's 2024 Annual Report
Given that our work in 2024 was completed, the Company prepared the 2024 annual report which included the work report of the Board.
(2) Consideration and Approval of the Proposal on the Company's 2024 Profit Distribution Plan
Based on its actual business situation and development strategy, the Company does not intend to distribute profits for 2024. Instead, we will utilize our funds in technological research and development, business expansion and investment, and enhance the financial stability of the Company.
(3) Consideration and Approval of the Proposal on Directors' Remuneration Plan
The existing remuneration policy of the Board is as follows:
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Executive Directors and non-executive Directors: Apart from the remuneration received for their positions in the Company, no additional allowances will be provided, subject to the agreements entered into between the Company and the executive Directors and non-executive Directors.
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Independent non-executive Directors: Allowances are provided based on the salary level of the Director's permanent residence, subject to the agreements entered into between the Company and the independent non-executive Directors.
The Company believes that this remuneration policy not only conforms to the practices commonly adopted by listed companies, but also effectively meets various requirements of our corporate governance, which is conducive to the long-term development of the Company.
(4) Consideration and Approval of the Proposal on Engaging the Company's Auditor for 2025
The Company intends to engage KPMG as the Company's auditor for 2025, which shall hold office until the conclusion of the next annual general meeting of the Company, and to authorize the Board to determine auditor's remuneration.
LETTER FROM THE BOARD
(B) Special Resolutions
(5) Consideration and Approval of the Proposal on Granting to the Board the General Mandate to Decide on the Issuance of New Shares
As of now, the Company has issued a total of 35,524,210 Unlisted Shares and H Shares. In order to enhance the Company's ability to handle complex situations in the capital markets, improve response speed, decision-making efficiency and execution efficiency, and boost the healthy development of the Company, the Company intends to issue certain Unlisted Shares or H Shares as appropriate in accordance with relevant laws and regulations and regulatory rules of the place where the Company is listed. Based on this, the Company intends to propose to the general meeting to authorize the Board to decide on the aforementioned additional issuance of Shares as appropriate (hereinafter referred to as the "Additional Issuance of Shares"), with the number of additional Shares to be issued subject to the following conditions: ① the number of Shares decided to be issued within 3 years shall not be more than 50% of the total issued Shares of the Company (excluding treasury shares); ② the number of Shares decided to be issued during the Relevant Period (as defined below) shall not be more than 20% of the total issued Shares of the Company (excluding treasury shares).
Regarding the above matters, it is proposed to the general meeting to grant the Board and its authorized person(s) the following rights:
(1) subject to item (2) below, it is proposed to generally and unconditionally authorize the Board to, during the Relevant Period, exercise all rights of the Company to allot or issue, either separately or concurrently, Unlisted Shares or/and H Shares (including securities convertible into Shares or/and options, warrants or similar rights to subscribe for Shares) and make or grant any offers, agreements and arrangements which may require the exercise of such rights;
(2) subject to the approval of item (1) above, the Board is authorized to allot or issue, either separately or concurrently, Unlisted Shares or/and H Shares during the Relevant Period with an aggregate number of not more than 20% of the total issued Shares of the Company (excluding treasury shares) as at the date of passing of this resolution at the general meeting, and the number of Unlisted Shares or/and H Shares that the Board is authorized to allot or issue, either separately or concurrently, within 3 years shall not be, in aggregate, more than 50% of the total issued Shares of the Company (excluding treasury shares) as at the date of passing of this resolution at the general meeting;
(3) subject to the requirements of items (1) and (2) of this resolution, the Board may, within the given limits, determine the respective numbers of Unlisted Shares or/and H Shares to be allotted or issued, either separately or concurrently, as well as the price, use of proceeds, target, place and time of issuance;
LETTER FROM THE BOARD
(4) according to the Company’s actual condition of the allotment or issuance of Unlisted Shares and new H Shares, either separately or concurrently, the Board may increase the registered capital of the Company and make appropriate amendments to relevant provisions of the Articles of Association;
(5) according to the applicable laws, regulations and requirements, the Board may fulfill the necessary approvals or perform the filing procedures, and obtain the approval of all relevant government departments or/and regulatory authorities, as applicable;
(6) the Board and its authorized person(s) are authorized to amend, execute, deliver and publish the filing report and other application documents involved in the Additional Issuance of Shares as they deem necessary or appropriate; execute, implement, amend, suspend or terminate any agreements (including but not limited to engagement letters for intermediaries), filing materials, other undertaking, confirmation, mandate that required to be issued to the CSRC and other domestic and overseas regulatory authorities, and any other matters or documents relating to the Additional Issuance of Shares; engage intermediaries for the Additional Issuance of Shares; communicate with domestic and overseas governmental and regulatory authorities on behalf of the Company; and other matters relating to the Additional Issuance of Shares;
(7) to authorize the Board and its authorized person(s) to deal with the relevant approval, registration, filing, verification or consent procedures with the relevant domestic and foreign government departments and regulatory authorities for the Additional Issuance of Shares; to draft, sign, execute, amend and complete all necessary documents to be submitted to relevant domestic and foreign government departments, authorities, organizations and individuals; to complete all actions and matters that are necessary, appropriate or desirable in connection with the Additional Issuance of Shares;
(8) to handle at absolute discretion the registration of the Shares held by the Shareholders with domestic and foreign securities depository and clearing institutions, including but not limited to signing relevant agreements, etc.;
(9) to consult the relevant government and regulatory authorities on the Additional Issuance of Shares, and make corresponding arrangements in accordance with the provisions of laws and regulations, the opinions of relevant government and regulatory authorities, the overall schedule of the Additional Issuance of Shares and the intention of Shareholders; to draft, sign, execute, amend and complete documents to be submitted to relevant domestic and foreign government authorities, regulatory authorities, organizations and individuals, and affix the Company’s official seal to the above documents (if necessary); and to do all such acts and matters as they deem necessary, appropriate or desirable in connection with the Additional Issuance of Shares;
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LETTER FROM THE BOARD
(10) to authorize the Board and its authorized person(s) to make corresponding amendments to the resolutions related to the Additional Issuance of Shares considered and passed by the general meeting and the Board in accordance with the requirements of relevant government departments and regulatory authorities and relevant approval documents, except for the amendments that must be considered by the general meeting in accordance with relevant laws, regulations and regulatory rules;
(11) to approve the submission of a copy of this resolution (or summary) (after certification by the Company’s legal counsel (if necessary)) to domestic and foreign regulatory authorities (if necessary);
(12) to formulate, implement and adjust the specific plan for the Additional Issuance of Shares according to the review opinions of the relevant regulatory authorities on the application for the Additional Issuance of Shares or within the scope permitted by laws and regulations;
(13) to deal with declaration matters on behalf of the relevant Shareholders regarding this application for the Additional Issuance of Shares, including but not limited to the preparation, amendment, signing, supplementing, filing, presentation, execution and announcement of the relevant application documents and other legal documents for the Additional Issuance of Shares in accordance with the requirements of relevant regulatory authorities and to sign, amend, supplement, file, present and execute all legal documents related to this application for the Additional Issuance of Shares on behalf of the relevant Shareholders;
(14) to handle the registration, custody and foreign exchange registration of the relevant Shares on behalf of the relevant Shareholders after obtaining the approval or consent for the Additional Issuance of Shares from the relevant regulatory authorities;
(15) to take all necessary actions, make decisions and deal with all other matters relating to this application for the Additional Issuance of Shares on behalf of the relevant Shareholders within the scope permitted by the relevant domestic and foreign laws, regulations, normative documents and the Articles of Association;
(16) to authorize the Board to further delegate authority to the chairman of the Company (who may in turn delegate such authority) as needed, to deal with all specific matters related to this application for the Additional Issuance of Shares, including the execution and, if thought fit, amendment, adjustment or supplementation of the legal documents relating to the Additional Issuance of Shares and the approval of related matters;
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LETTER FROM THE BOARD
(17) the Board agrees to grant the aforementioned authority to the chairman of the Company and/or the general manager or other persons authorized by them, who will be responsible for dealing with specific matters relating to the Additional Issuance of Shares.
The validity period of the aforementioned authorization for the issuance of Shares shall commence from the date of approval of this resolution at the general meeting and shall end on the earliest of the following three dates (the “Relevant Period”):
(1) the conclusion of the next annual general meeting of the Company;
(2) the date on which the next annual general meeting of the Company is required by the Articles of Association or applicable laws of the PRC to be held; or
(3) the date on which the authority given under this resolution is revoked or varied by a special resolution passed at any general meeting.
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LETTER FROM THE BOARD
(6) Consideration and Approval of the Proposal on the Proposed Amendments to the Articles of Association
Reference is made to the announcement of the Company dated April 23, 2025 in relation to changing the scope of business of the Company. On April 23, 2025, the Board resolved and proposed to amend the existing Articles of Association to change the scope of business of the Company to include the sales of motor vehicles and new energy motor vehicles and to incorporate other miscellaneous changes (the "Proposed Amendments").
Details of the Proposed Amendments are set out below (deleted texts are presented in strikethrough and additional texts are presented in underline):
| Original Articles of the Articles of Association | 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.) | 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; sales of motor vehicles; sales of new energy motor vehicles. (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 preceding paragraph shall be subject to the contents registered with the competent company registration authorities. | The business scope mentioned in the preceding paragraph shall be subject to the contents registered with the competent company registration authorities. |
LETTER FROM THE BOARD
| Article 85 The following matters shall be passed through ordinary resolutions at a general meeting: (I) work reports of the Board; (II) plans for profit distribution and recovery of losses prepared by the Board; (III) appointment and dismissal of the members of the Board, and their remuneration and payment methods; (IV) annual budgets and final accounts report of the Company; (V) annual report of the Company; (VI) matters other than those which shall be passed by special resolutions as specified by laws, administrative regulations, the Hong Kong Listing Rules, or the Articles of Association. | Article 85 The following matters shall be passed through ordinary resolutions at a general meeting: (I) work reports of the Board; (II) plans for profit distribution and recovery of losses prepared by the Board; (III) appointment and dismissal of the members of the Board, and their remuneration and payment methods; (IV) annual budgets and final accounts report of the Company; (VIV) annual report of the Company; (VIV) matters other than those which shall be passed by special resolutions as specified by laws, administrative regulations, the Hong Kong Listing Rules, or the Articles of Association. |
|---|---|
The Proposed Amendments are subject to the approval of the Shareholders by way of a special resolution at the AGM.
LETTER FROM THE BOARD
NOTICE OF ANNUAL GENERAL MEETING
The notice convening the AGM of the Company to be held at 2:00 p.m. on Friday, June 20, 2025 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, is set out on pages AGM-1 to AGM-2 of this circular. In order to ascertain holders of H Shares who are entitled to attend the AGM, the register of members of H Shares of the Company will be closed from Monday, June 16, 2025 to Friday, June 20, 2025, both days inclusive, during which period no transfer of H Shares will be registered. To be eligible to attend and vote at the AGM, 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 Friday, June 13, 2025 for registration.
PROXY ARRANGEMENT
A form of proxy for use at the AGM is enclosed with this circular and published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.voicecomm.cn) respectively. Whether or not you intend to attend the AGM, 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 4th Floor, F11 Building, Phase 4.1, Wuhan Software New City, East Lake High-tech Development Zone, Wuhan, Hubei Province, the PRC (for Unlisted Shareholders), not less than 24 hours before the time fixed for the holding of the AGM or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude you from attending and voting in person at the AGM 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 AGM 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 AGM will be voted on by poll. The poll results will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.voicecomm.cn) upon the conclusion of the AGM.
To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as of the Latest Practicable Date, no Shareholders were required to abstain from voting on the resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
RECOMMENDATION
The Board considers that the resolutions to be proposed at the AGM in relation to (i) consideration and approval of the proposal on the Company's 2024 annual report; (ii) consideration and approval of the proposal on the Company's 2024 profit distribution plan; (iii) consideration and approval of the proposal on Directors' remuneration plan of the Company; (iv) consideration and approval of the proposal on engaging the Company's auditor for 2025; (v) consideration and approval of the proposal on granting to the Board of the Company the General Mandate to decide on the issuance of new shares; and (vi) consideration and approval of the proposal on the proposed amendments to the Articles of Association 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 all resolutions to be proposed at the AGM.
By order of the Board
Voicecomm Technology Co., Ltd.*
Mr. TANG Jinghua
Chairman
- For identification purpose only
NOTICE OF ANNUAL GENERAL MEETING
房通科技
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)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Voicecomm Technology Co., Ltd.* (the "Company") will be held at 2:00 p.m. on Friday, June 20, 2025 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, the PRC (the "AGM") 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 April 29, 2025 (the "Circular").
ORDINARY RESOLUTIONS
- To consider and approve the proposal on the Company's 2024 annual report.
- To consider and approve the proposal on the Company's 2024 profit distribution plan.
- To consider and approve the proposal on Directors' remuneration plan.
- To consider and approve the proposal on engaging the Company's auditor for 2025.
SPECIAL RESOLUTIONS
- To consider and approve the proposal on granting to the Board the General Mandate to decide on the issuance of new shares.
- To consider and approve the proposal on the proposed amendments to the Articles of Association.
By order of the Board
Voicecomm Technology Co., Ltd.*
Mr. TANG Jinghua
Chairman
Hong Kong, April 29, 2025
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.
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For identification purpose only
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AGM-1 -
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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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 Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
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Any Shareholder entitled to attend and vote at the AGM 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. 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.
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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 4th Floor, F11 Building, Phase 4.1, Wuhan Software New City, East Lake High-tech Development Zone, Wuhan, Hubei Province, the 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 Thursday, June 19, 2025) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a Shareholder from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
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For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Monday, June 16, 2025 to Friday, June 20, 2025, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, unregistered holders of shares 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 Friday, June 13, 2025.
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Holders of shares shall produce their identity documents and supporting documents in respect of the shares held when attending the AGM. If Shareholders appoints authorized representative to attend the AGM, 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 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 AGM.
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References to time and dates in this notice are to Hong Kong time and dates.
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AGM-2 -