Voicecomm Technology Co., Ltd. (VOICECOMM, 02495) unveiled two capital-raising moves after market close on 10 April 2026:

1. Second H-Share Issue under General Mandate (Subscription B) • Investor: PRC individual Mr. Yang Minghuan. • Size: 2,029,374 new H shares, equal to 5.71 % of the current 35,524,210 outstanding shares. • Price: HK$46.30 per share, representing an 11.5 % discount to the 10 April closing price (HK$52.30) and an 11.0 % discount to the 5-day average (HK$52.02). • Proceeds: gross HK$94.00 million; net HK$93.60 million (net price ~HK$46.10). • Post-deal stake: enlarged share capital will rise to 37,553,584 shares; the new shares will account for 5.40 % of that total. When combined with Subscription A (see below), the company would have 41,688,433 shares and the Subscription B stake would dilute to 4.87 %. • Timing & Conditions: Completion must occur within five business days after regulatory clearances and other customary conditions, no later than 8 May 2026. • Mandate: Shares will be issued from the unused portion of the 20 % general mandate granted at the 20 June 2025 AGM.

Use of Subscription B proceeds – 50 % earmarked for R&D, focusing on a multimodal fusion architecture based on meta models and development of lifelong learning agents with multi-agent collaboration. – 50 % allocated to working capital and general corporate purposes, including payroll, hardware procurement, loan repayment and other administrative expenses.

2. Second Supplemental Agreement to the First H-Share Subscription (Subscription A) • Investor: State Fortune Global Strategic LPF (strategic shareholder). • Revision: Subscription shares cut from 6,730,000 to 4,134,849; Long Stop Date extended to 8 May 2026. • Revised stake: 4,134,849 shares will represent 10.43 % of enlarged capital post-completion of Subscription A alone, and 9.92 % if both Subscription A and B close. • Proceeds: Gross HK$191.40 million; net HK$190.90 million (net price ~HK$46.18). Intended uses remain unchanged (per 12 Jan 2026 announcement).

3. Impact on Shareholding Structure Current issued shares: 35.52 million (19.70 % unlisted, 80.30 % H shares). If only Subscription B completes: 37.55 million shares outstanding, with public H-share float rising to 81.37 %. If both Subscriptions A and B complete: total shares increase to 41.69 million; combined new investors (Subscribers A & B) would control 14.79 %, while public H-share holders’ stake would rise to 56.44 %.

4. Rationale Management states that equity financing is preferred over debt or rights issues, citing faster execution, lower costs and avoidance of additional interest burden. Proceeds are expected to strengthen capital resources and support ongoing expansion in enterprise-level conversational AI technologies.

5. Next Steps & Risk Reminder Both Subscription A and Subscription B remain subject to regulatory approvals, satisfaction (or waiver) of conditions precedent and completion by 8 May 2026. The company cautions investors that the transactions may or may not proceed as planned.