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Sirnaomics Ltd. Board/Management Information 2025
50478_rns_2025-09-01_ac69684d-22c4-4765-91a2-25f52161d0b6.pdf
Board/Management Information
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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.
Sirnaomics Ltd.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2257)
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, APPOINTMENT OF NON-EXECUTIVE DIRECTOR, INDEPENDENT NON-EXECUTIVE DIRECTOR, CHANGE OF CHAIRPERSON OF THE BOARD, CHANGES IN COMPOSITION OF BOARD COMMITTEE AND CHANGE OF AUTHORIZED REPRESENTATIVE
The board (the "Board") of directors (the "Director(s)") of Sirnaomics Ltd. (the "Company", together with its subsidiaries, the "Group") hereby announces the following changes:
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The Board hereby announces that the Board has received a letter of resignation from Ms. Monin Ung ("Ms. Ung") to resign as an independent non-executive Director, the Chairlady of the Board, the chairperson of the remuneration committee of the Board (the "Remuneration Committee"), the chairperson of the investigation committee of the Board, a member of the audit committee of the Board (the "Audit Committee"), a member of the nomination committee of the Board (the "Nomination Committee") and an authorized representative of the Company under Rule 3.05 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Authorized Representative") with effect from December 1, 2025, as Ms. Ung wishes to devote more time to decentralized life science and to expanding her law offices in China. Ms. Ung will remain as an advisor to the Company after her resignation.
Ms. Ung has confirmed that she had no disagreement with the Board and there were no other matters relating to her resignation that need to be brought to the attention of the shareholders of the Company.
The Board and the Group have immensely benefitted from Ms. Ung's leadership and governance, as well as her highly professional legal contributions and experience in managing international commercial transactions and litigation proceedings, and hereby express their deepest gratitude to Ms. Ung for her invaluable contributions during her four-year tenure in office.
APPOINTMENT OF NON-EXECUTIVE DIRECTOR
The Board is pleased to announce that Dr. Yin Huijun (“Dr. Yin”) has been appointed as a non-executive Director with effect from September 1, 2025.
The biographical details of Dr. Yin are set out as follows:
Dr. Yin, aged 54, has extensive experience in biotechnology industry. Dr. Yin serves as a distinguished professor and doctoral supervisor at Nankai University and the vice president of the Chinese Pharmacists Association.
Prior to the current positions, Dr. Yin served as (i) a postdoctoral fellow of the Institute of Genetics and Developmental Biology, Chinese Academy of Sciences from September 2000 to August 2002; (ii) the chief laboratory of the Cardiovascular Diseases Research Section, the chief physician, and doctoral supervisor of Xiyuan Hospital, China Academy of Chinese Medical Sciences from August 2002 to June 2013; (iii) a director of the International Cooperation Office of China Academy of Chinese Medical Sciences from June 2013 to May 2014; (iv) a vice president from July 2014 to August 2015, a senior vice president from August 2015 to September 2021, a general manager of Research and Development Management Department from May 2014 to June 2017, and the chief scientist from June 2017 to September 2023, of China Resources Pharmaceutical Group Limited; (v) the secretary of the Communist Party Committee from May 2014 to September 2021; (vi) the chairman of China Pharmaceutical Research & Development Center Co., Ltd from May 2014 to September 2021; and (vii) the chairman from September 2018 to September 2021 and the general manager from September 2018 to September 2023 of China Resources Biopharmaceutical Co., Ltd.
Dr. Yin received his bachelor’s degree of medicine from Ningxia Medical University in the PRC in July 1994, his master’s degree of medicine from Heilongjiang University of Chinese Medicine in the PRC in July 1997, and his doctoral degree of medicine from Heilongjiang University of Chinese Medicine in the PRC in July 2000.
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The Board considered and accepted the recommendation from the Nomination Committee to the appointment of Dr. Yin as a non-executive Director, after reviewing his education background, scientific credentials and professional experience.
Dr. Yin has entered into a service contract with the Company in relation to his appointment as a non-executive Director for a term of three years commencing from September 1, 2025, which may be terminated by not less than 3 months' notice in writing served by either party on the other and is subject to termination provisions therein and provisions on retirement as set out in the articles of association of the Company. Pursuant to the Dr. Yin's service contract, he is entitled to remuneration in accordance with the remuneration policies determined by the remuneration committee of the Board from time to time and, as at the date of this announcement, Dr. Yin is entitled to a director's fee of US$2,500 per regular quarterly meeting and, to the extent appropriate, any other ad hoc board meeting that requires significant contribution from the board members.
Save as disclosed above, as at the date of this announcement, Dr. Yin confirmed that (i) he has not held any directorship in other public listed companies in Hong Kong or overseas in the past three years; (ii) he does not hold any other position with the Company or any members of the Group; (iii) he does not have any other major appointments and professional qualifications; (iv) he does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (v) he does not hold any interests in the shares of the Company (the "Shares") within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO").
Save as disclosed above, there is no other matter in relation to the appointment of Dr. Yin as a non-executive Director that needs to be brought to the attention of the shareholders of the Company and there is no other information relating to Dr. Yin which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR
The Board is pleased to announce that Ms. Lo Yee Hang, MH ("Ms. Lo") has been appointed as an independent non-executive Director with effect from September 1, 2025.
The biographical details of Ms. Lo are set out as follows:
Ms. Lo Yee Hang (盧懿杏, formerly known as “盧懿行”), aged 49, is a solicitor and the sole proprietor of Lo & Co., Solicitors. Ms. Lo joined Messrs. Albert Dan & Co. as a solicitor in 2001 and became a partner in 2006. In December 2010, Ms. Lo established
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Messrs. Lo & Co to commence her own practice until now. She is also an arbitrator of the Guangzhou Arbitration Commission, China (廣州市仲裁委員會仲裁員) and an arbitrator of the South China International Economic and Trade Arbitration Commission (Shenzhen Court of International Arbitration) (華南國際經濟貿易仲裁委員會(深圳國際仲裁院)仲裁員). In April 2024, Ms. Lo was appointed as a mediator of the Huizhou Huirong International Commercial Mediation Center (惠州市惠融國際商事調解中心), and in March 2025, she was appointed as an ambassador for the Promotion of Foreign-related Legal Affairs in Zhongshan Municipal Bureau of Justice (中山市司法局中山市涉外法治推廣大使). Ms. Lo has also been the president of the Small and Medium Law Firms Association of Hong Kong since 2017 and was elected as a member of the Election Committee of HKSAR Government (Legal Subsector) in 2021.
Ms. Lo was a member of the Central & Western District Council of Hong Kong for 12 years, from 2008 to 2019, and she currently serves on various government and advisory boards in Hong Kong, such as Appeal Panel (Housing) and Commission on Poverty. Ms. Lo was awarded Medal of Honour by the HKSAR Government in 2017, and in the same year, she was appointed as a member of the Hong Kong and Macau Affairs department of the Chinese People's Political Consultative Committee, Zhongshan City Committee.
Ms. Lo graduated with a degree of Bachelor of Laws from the University of South Wales (formerly known as “University of Glamorgan”), United Kingdom, in June 1997 and obtained a Diploma of Legal Practice from the University of Bristol, United Kingdom, in October 1998. She was admitted as a solicitor in Hong Kong and the UK in 2001. She qualified as a China-Appointed Attesting Officer in 2016, and a Guangdong-Hong Kong-Macao Greater Bay Area Lawyer in 2020.
The Board considered and accepted the recommendation from the Nomination Committee to the appointment of Ms. Lo as an independent non-executive Director, after reviewing her education background, work experience and professional qualifications.
Ms. Lo has entered into a service contract with the Company in relation to her appointment as an independent non-executive Director for a term of three years commencing from September 1, 2025, which may be terminated by not less than 3 months’ notice in writing served by either party on the other and is subject to termination provisions therein and provisions on retirement as set out in the articles of association of the Company. Pursuant to Ms. Lo’s service contract, she is entitled to remuneration in accordance with the remuneration policies determined by the remuneration committee of the Board from time to time and, as at the date of this announcement, Ms. Lo is entitled to a director’s fee of HK$360,000 per annum.
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Save as disclosed above, as at the date of this announcement, Ms. Lo confirmed that (i) she has not held any directorship in other public listed companies in Hong Kong or overseas in the past three years; (ii) she does not hold any other position with the Company or any members of the Group; (iii) she does not have any other major appointments and professional qualifications; (iv) she does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (v) she does not hold any interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed in this announcement, Ms. Lo has confirmed that (i) she has met the independence criteria as set out in Rule 3.13(1) to (8) of the Listing Rules; (ii) she has no past or present financial or other interests in the business of the Company or its subsidiaries, and is not connected with any core connected persons (as defined in the Listing Rules) of the Company; and (iii) she is not subject to any other factors that may affect her independence at the time of her appointment.
Save as disclosed above, there is no other matter in relation to the appointment of Ms. Lo as an independent non-executive Director that needs to be brought to the attention of the shareholders of the Company and there is no other information relating to Ms. Lo which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
The Board would like to take this opportunity to welcome Dr. Yin and Ms. Lo to the Board.
APPOINTMENT OF CHAIRMAN OF THE BOARD
The Board is also pleased to announce that Dr. Poon Hung Fai (“Dr. Poon”), currently an executive Director and the Chief Executive Officer of the Group, has been appointed as the Chairman of the Board with effect from December 1, 2025.
Dr. Poon, aged 47, is the Chairman of the Board, an executive Director and the Chief Executive Officer of the Group. Dr. Poon participates in the decision-making on major issues concerning the Company through the Board. Dr. Poon is a member of the Nomination Committee. He is also a director of certain subsidiaries of the Company.
Dr. Poon has more than 19 years of experience in the biotechnology sector. He founded QuaCell Biotechnology Co., Ltd. (“QuaCell”), a company primarily engaged in the research and manufacturing of core materials for biopharmaceutical production, in April 2018 and served as its general manager until April 2024. QuaCell was acquired by Shanghai
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LePure Biotech Co., Ltd. (“LePure Biotech”), a company primarily engaged in the research and development and the production of single-use equipment and consumables, in January 2023, and Dr. Poon currently serves as the chief strategy advisor of LePure Biotech since November 2024, having previously served as the chief strategy officer from January 2023 to October 2024. Dr. Poon also served as (i) the chief scientific officer of Hisun Pharmaceutical (Hangzhou) Co., Ltd., the then subsidiary and currently an investee company of Zhejiang Hisun Pharmaceutical Co., Ltd. listed on the Shanghai Stock Exchange (stock code: 600267), from June 2017 to November 2017, and as the R&D director of cell culture from September 2012 to June 2017; and (ii) a senior scientist of Sigma-Aldrich Fine Chemicals (currently a subsidiary of Merck KGaA, a science and technology company listed on the Frankfurt Stock Exchange (stock code: MRK)) from December 2007 to August 2012.
Dr. Poon received his bachelor’s degree of science in chemistry from the University of Kentucky in the U.S. in May 2001, and a doctoral degree in biological/analytical chemistry from the same university in December 2005. Dr. Poon also received a master of business administration degree from the University of South Florida in the U.S. in December 2010.
As at the date of this announcement, Dr. Poon was deemed to be interested in an aggregate of 17,527,696 Shares and underlying Shares, within the meaning of Part XV of the SFO.
Dr. Poon will not receive any additional emoluments in respect of his appointment as the Chairman of the Board. Dr. Poon is entitled to remuneration in accordance with the remuneration policies determined by the Remuneration Committee from time to time and, as at the date of this announcement, Dr. Poon is entitled to an annual cash compensation of US$200,000.
Code provision C.2.1 provides that the roles of the chairman and the chief executive should be separate and should not be performed by the same individual. The roles of Chairman of the Board and Chief Executive Officer of the Group are currently performed by Dr. Poon. In view of Dr. Poon’s substantial contribution to the Group and his extensive experience, the Board considers that having Dr. Poon acting as both the Chairman of the Board and the Chief Executive Officer of the Group will provide strong and consistent leadership to the Group and facilitate the efficient execution of the Group’s business strategies. The Board will continue to review the effectiveness of the corporate governance structure of the Group in order to assess whether separation of the roles of chairman of the Board and chief executive officer is necessary.
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Save as disclosed above, as at the date of this announcement, Dr. Poon confirmed that (i) he has not held any directorship in other public listed companies in Hong Kong or overseas in the past three years; (ii) he does not hold any other position with the Company or any members of the Group; (iii) he does not have any other major appointments and professional qualifications; (iv) he does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (v) he does not hold any other interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, the Board is not aware of any other matter in relation to the appointment of Dr. Poon that needs to be brought to the attention of the shareholders of the Company and there is no other information relating to Dr. Poon which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
CHANGES IN COMPOSITION OF BOARD COMMITTEE AND CHANGE OF AUTHORIZED REPRESENTATIVE
The Board further announces that the following changes in the composition of the Audit Committee, the Nomination Committee, the Remuneration Committee and the Investigation Committee, and change of the Authorised Representative.
- Dr. Poon, an executive Director, has been appointed as an Authorized Representative with effect from December 1, 2025;
- Mr. Ouyang Yunlong, a non-executive Director, has been appointed as a member of the Audit Committee and Remuneration Committee with effect from September 1, 2025;
- Mr. Wong Yu Shan Eugene, an independent non-executive Director, has been appointed as a member of the Remuneration Committee and the Investigation Committee with effect from September 1, 2025;
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Dr. Zhang Peng, an independent non-executive Director, has been appointed as the chairperson of the Remuneration Committee with effect from December 1, 2025, and a member of the Nomination Committee and the Investigation Committee with effect from September 1, 2025; and
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- Ms. Lo, an independent non-executive Director, has been appointed as the chairperson of the Nomination Committee with effect from October 18, 2025, the chairperson of the Investigation Committee with effect from December 1, 2025, and a member of the Audit Committee with effect from September 1, 2025.
By order of the Board
Sirnaomics Ltd.
Monin Ung
Chairlady and Independent Non-Executive Director
Hong Kong, September 1, 2025
As at the date of this announcement, the Board comprises Dr. Poon Hung Fai as executive Director, Mr. Ouyang Yunlong and Dr. Yin Huijun as non-executive Directors, and Ms. Monin Ung, Dr. Cheung Hoi Yu, Mr. Wong Yu Shan Eugene, Dr. Zhang Peng and Ms. Lo Yee Hang as independent non-executive Directors.
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