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

Apr 27, 2026

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.

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)

COMPLETION OF 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, 9 March 2026, 11 March 2026 and 10 April 2026 (the "Announcements") in relation to the Subscription A. Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meaning as defined in the Announcements.

COMPLETION OF THE SUBSCRIPTION A

The Board is pleased to announce that all the conditions precedent of the Subscription Agreement A have been fulfilled and Completion A took place on 27 April 2026, whereby 4,134,849 Subscription Shares were allotted and issued to the Subscriber A by the Company, at the Subscription Price of HK$46.3 per Subscription Share A.

For other details of the Subscription A, please refer to the Announcements.

USE OF PROCEEDS

The net proceeds from the Subscription A are approximately HK$190.9 million. As disclosed in the Announcements, the Company intends to apply the net proceeds from the Subscription A for the following purposes:

(1) Approximately 50% of the proceeds will be used for research and development investments to enhance the Company's technological capabilities and improve product innovation level, which consists of:

(a) Research, development and product innovation in building a multimodal fusion architecture based on meta models; and
(b) Development of lifelong learning agents and an orchestrated multi-agent system for role-based collaboration;

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(2) Approximately 50% of the proceeds will be used for working capital and general corporate purposes, including:

(a) Payment of staff salaries, social insurance, housing provident funds and other human resources expenses;
(b) Procurement of hardware and equipment and services for principal business;
(c) Repayment of bank loans; and
(d) Other administrative expenses.

EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY

Following Completion A and as at the date of this announcement, the total number of Shares in issue was 39,659,059 Shares, comprising 6,997,250 Unlisted Shares and 32,611,809 H Shares, with no treasury shares.

The table below sets out a summary of the shareholding structure of the Company immediately before and after Completion A:

	Immediately before Completion A		Immediately after Completion A
	Number of Shares	Approximate percentage of total issued Shares (%)	Number of Shares	Approximate percentage of total issued Shares (%)
Unlisted Shares
Mr. Tang(1)(3)	2,098,000	5.91	2,098,000	5.29
Voicecomm Rongzhi(1)(3)	3,043,558	8.57	3,043,558	7.67
Mr. Sun(2)(3)	700,000	1.97	700,000	1.77
Jiageng Culture(2)(3)	210,000	0.59	210,000	0.53
Jiangfan Technology(4)	96,000	0.27	96,000	0.24
Unlisted Shares held by public holders	849,692	2.39	849,692	2.14
Sub-total of Unlisted Shares	6,997,250	19.70	6,997,250	17.64
H Shares
Mr. Tang(1)(3)	1,400,000	3.94	1,400,000	3.53
Voicecomm Rongzhi(1)(3)	2,050,000	5.77	2,050,000	5.17
Mr. Sun(2)(3)	1,100,000	3.10	1,100,000	2.77
Jiageng Culture(2)(3)	330,000	0.93	330,000	0.83
Jiangfan Technology(4)	119,540	0.34	119,540	0.30
The Subscriber A	-	-	4,134,849	10.43
H Shares held by other public holders	23,527,420	66.23	23,527,420	59.32
Sub-total of H Shares	28,526,960	80.30	32,661,809	82.36
Total	35,524,210	100.00	39,659,059	100.00

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Notes:

1. Mr. Tang is the chairman of the Board and an executive Director. As of the date of this announcement, Shares in which Mr. Tang is interested consist of (i) 2,098,000 Unlisted Shares and 1,400,000 H Shares held by him in his own personal capacity; (ii) 3,043,558 Unlisted Shares and 2,050,000 H Shares held by Voicecomm Rongzhi, a company held as to 99% by Mr. Tang and 1% by his spouse, Ms. Xu Xiangfeng (徐向鋒), in which Mr. Tang is deemed to be interested under the SFO; and (iii) 910,000 Unlisted Shares and 1,430,000 H Shares in which Mr. Tang is deemed to be interested as a result of being a party acting in concert with Mr. Sun.

2. Mr. Sun is the general manager of the Company and an executive Director. As of the date of this announcement, Shares in which Mr. Sun is interested consist of (i) 700,000 Unlisted Shares and 1,100,000 H Shares held by him in his own personal capacity; (ii) 210,000 Unlisted Shares and 330,000 H Shares held by Jiageng Culture, a company wholly-owned by Mr. Sun, in which Mr. Sun is deemed to be interested under the SFO; and (iii) 5,141,558 Unlisted Shares and 3,450,000 H Shares in which Mr. Sun is deemed to be interested as a result of being a party acting in concert with Mr. Tang.

3. Pursuant to the concert party agreement dated (“Concert Party Agreement”) dated 20 March 2021, Mr. Tang, Mr. Sun and Jiangfan Technology agreed that they shall act in concert with respect to, inter alia, the right to convene board meetings and general meetings, right to propose resolutions, nomination right, voting rights, nomination of senior management, and other matters which are subject to approval in general meetings or board meetings of the Company, for the period since the date of the Concert Party Agreement and up until they cease to hold any shares of the Company or upon the termination of the Concert Party Agreement. For details, see “History, Development and Corporate Structure – Concert Party Arrangement” in the prospectus of the Company dated 28 June 2024. As such, each of Mr. Tang, Mr. Sun and Jiangfan Technology are deemed to be interested in the Shares each other is interested in. On 21 July 2025, Mr. Tang, Mr. Sun, and Jiangfan Technology entered into a supplemental agreement to the Concert Party Agreement, pursuant to which Mr. Tang, Mr. Sun and Jiangfan Technology agree that Jiangfan Technology be formally released from the Concert Party Agreement and is no longer bound by all the rights and obligations applicable to Jiangfan Technology under the Concert Party Agreement. Notwithstanding the above, the parties agree that the concert party arrangement under the Concert Party Agreement will continue to be valid between Mr. Tang and Mr. Sun. For further details, please refer to the announcement of the Company dated 21 July 2025.

4. Mr. Yang is a non-executive Director. Jiangfan Technology is wholly-owned by Shanghai Jiangcheng Asset Management Co., Ltd. (上海江程資產管理有限公司), which is ultimately held as to 60.0% by Shanghai Jiangkuchen Enterprise Management Co., Ltd. (上海江堤晨企業管理有限公司) (being held as to 98.3% by Mr. Yang and 1.7% by Mr. Gao Tianxiang) and 40.0% by Shanghai Qinyunlan Technology Development Co., Ltd. (上海沁濡瀾科技發展有限公司) (being held as to 99% by Ms. Jiang Zhuoyun and 1% by Ms. Zhou Wei). By virtue of the SFO, each of Mr. Yang and Ms. Jiang Zhuoyun is deemed to be interested in the Shares that Jiangfan Technology is interested in.

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

Hong Kong, 27 April 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