Voicecomm Technology Co., Ltd. — Proxy Solicitation & Information Statement 2026

Jan 15, 2026

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

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Voicecomm Technology Co., Ltd.* (the "Company") will be held at 2:00 p.m. on Friday, January 30, 2026 at 7DEF, Building G, Weijing Center, No. 2337 Gudai Road, Minhang District, Shanghai, the 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 January 15, 2026 (the "Circular").

SPECIAL RESOLUTIONS

1. To consider and approve the proposal on the proposed amendments to the Articles of Association.
2. To consider and approve the grant of H Share Repurchase Mandate to repurchase H Shares.

"THAT:

(a) The Board be authorized to repurchase, during the Relevant Period, an aggregate number of H Shares not exceeding 10% of the total number of H Shares in issue (excluding treasury shares) as at the date on which the resolution in relation to the grant of the H Share Repurchase Mandate is considered and approved at the EGM, in accordance with market conditions and the needs of the Company, in order to maintain the value of the Company and the interests of Shareholders, or to use the Shares for purposes including but not limited to, employee stock ownership plan or equity incentive, conversion of corporate bonds issued by the Company that are convertible into Shares, etc.

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(b) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by a special resolution of the shareholders in a general meeting.

(c) the Board also be generally authorized to handle relevant matters in relation to the repurchase of the H Shares, including but not limited to:

(i) determining detailed repurchase plan, including but not limited to repurchase price, number of H Shares to be repurchased, timing of repurchase and period of repurchase, pursuant to the requirements under the relevant laws and regulations including the Company Law, the Listing Rules and the Articles of Association;

(ii) preparing, amending, supplementing, executing, delivering, submitting and implementing all agreements, contracts and documents occurring in the course of the repurchase and making filings in accordance with the requirements of the regulatory authorities (if applicable);

(iii) opening overseas share account(s) and carry out the foreign exchange approval and the foreign exchange change registration procedures in relation to the transfer of overseas repurchase funds;

(iv) keeping the repurchased H Shares as treasury shares and to deal with the same subject to the provisions of the Articles of Association and the Listing Rules, or carrying out cancellation procedures for repurchased H Shares, reducing registered capital of the Company in order to reflect the amount of H Shares repurchased in accordance with the H Share Repurchase Mandate and making relevant amendments to the Articles of Association as it deems appropriate in order to reflect the reduction of the registered capital of the Company;

(v) carrying out any other necessary actions and dealing with any matters which the Board reasonably considers necessary to the exercise of the H Share Repurchase Mandate, provided that such matters are not in contravention of the applicable laws and regulations; and

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(vi) subject to the above authorizations, the Board continues to authorize any one executive Director to determine, execute and handle all matters relating to the aforesaid repurchase of Shares.”

1. To consider and approve the adoption of the 2026 Share Scheme.

2. To consider and approve the proposed authorization to the Board and/or authorized person to handle matters relating to the 2026 Share Scheme.

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

Hong Kong, January 15, 2026

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.

For identification purpose only
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Notes:

1. All resolutions at the general 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.

2. Any Shareholder entitled to attend and vote at the EGM 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.

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 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 general meeting (i.e. not later than 2:00 p.m. on January 29, 2026) 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 general 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 EGM, the register of members of the Company will be closed from Tuesday, January 27, 2026 to Friday, January 30, 2026, 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 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 Monday, January 26, 2026.

5. Holders of shares shall produce their identity documents and supporting documents in respect of the shares held when attending the EGM. If 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 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.

7. Details of the aforesaid resolutions to be proposed at the EGM are set out in the circular of the Company dated January 15, 2026.