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Voicecomm Technology Co., Ltd. Share Issue/Capital Change 2026

Mar 11, 2026

50625_rns_2026-03-11_8d8002c7-6658-4687-9a74-c7f822e53449.pdf

Share Issue/Capital Change

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

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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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)

SUPPLEMENTAL ANNOUNCEMENT
IN RELATION TO
ISSUE OF NEW H SHARES
UNDER GENERAL MANDATE

Reference is made to the announcement of Voicecomm Technology Co., Ltd.* (the "Company") dated 12 January 2026 and 9 March 2026 (the "Announcements") in relation to the Subscription. Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meaning as defined in the Announcements.

The Board wishes to supplement the following information in relation to the Subscription.

INFORMATION OF THE SUBSCRIBER

As disclosed in the Announcements, the Subscriber is a limited partnership fund registered under the Limited Partnership Fund Ordinance (Chapter 637 of the Laws of Hong Kong) acting by its general partner, namely Jingxin International Financial Group Co., Limited ("Jingxin Financial"). Jingxin Financial is a corporation licensed to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). As at the date of this announcement, Jingxin Financial is owned as to 60% by Mr. Wang Jianhai and 40% by Mr. Lin Gongyi. Save for Jingxin Financial, none of the other investors hold more than 30% interest in the Subscriber as at the date of this announcement.

To the best of the Directors' knowledge, information and belief and having made all reasonable enquiries, each of the Subscriber and its ultimate beneficial owner(s) is a third party independent of and not connected with the Company and its connected persons.


REASONS FOR THE EXTENSION OF LONG STOP DATE

As disclosed in the Announcements, Completion is conditional upon:

(a) the Stock Exchange granting the listing of and permission to deal in the Subscription Shares;
(b) all necessary consents and approvals required to be obtained by the parties to the Subscription Agreement in respect of the Subscription Agreement and the transactions contemplated thereunder, including but not limited to the Subscription, having been obtained;
(c) the representations and warranties made by the Company under the Subscription Agreement being true and accurate and not misleading as of the date of the Subscription Agreement and the Completion Date; and
(d) the representations and warranties made by the Subscriber under the Subscription Agreement being true and accurate and not misleading as of the date of the Subscription Agreement and the Completion Date.

As at the date of this announcement, condition precedent (a) has been fulfilled. Regarding condition precedent (b), the Company is advised by the Subscriber that the Subscriber is liaising with one of its investors which is a listed company in the PRC to obtain relevant approval.

Having taken into account (i) the reasons for the Subscription, including strengthening the Group's financial position, broadening the Company's shareholder and capital base and supporting its long-term development and business growth; (ii) the orderly completion facilitated by the extension of the Long Stop Date; and (iii) that the extension will not have any material adverse impact on the Group's existing business, operations or financial condition, the Directors consider that terms and conditions of the Supplemental Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

The Company will keep its Shareholders and potential investors informed of any significant development of the Subscription and will make further announcement(s) as and when appropriate and in accordance with the Listing Rules.

The Subscription may or may not proceed as Completion is conditional upon the fulfillment or, as the case may be, waiver of the Conditions Precedent. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

By order of the Board

Voicecomm Technology Co., Ltd.*

Mr. TANG Jinghua

Chairman

Hong Kong, 11 March 2026

As of the date of this announcement, 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