Sirnaomics Ltd. — Board/Management Information 2025

Feb 17, 2025

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)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, CHANGES IN COMPOSITION OF BOARD COMMITTEES

AND

UPDATE ON COMPLIANCE WITH LISTING RULES

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the "Board") of directors (the "Director(s)") of Sirnaomics Ltd. (the "Company", together with its subsidiaries, the "Group") hereby announces that Mr. Wong Yu Shan Eugene ("Mr. Wong") has been appointed as an independent non-executive Director with effect from February 17, 2025.

The biographical details of Mr. Wong are set out as follows:

Mr. Wong, aged 55, has over 30 years of experience in the accounting and financial industry. Mr. Wong is currently running his own investment advisory and management consultancy business in mainland China since January 2009. Mr. Wong is also the founder and the managing director of Unity & Strength (Hong Kong) Certified Public Accountants Limited, a company providing management consultancy services since its incorporation and public accounting services from 2009 to 2024, since 2009. He is also an independent non-executive director, the chairman of audit committee and a member of each of the remuneration committee and the nomination committee of CMON Limited, a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 1792) since May 2020. Mr. Wong was an independent non-executive director of Swancor Advanced Materials Co., Ltd., a company listed in the Shanghai Stock Exchange (Stock Code: 688585) from April 2022 to July 2023. Prior to the current positions, he served

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various positions in different offices of Ernst & Young from 1993 to 2008, and retired as a partner in Ernst & Young, China in December 2008.

Mr. Wong obtained a Bachelor of Arts in Accounting (Hons) from Hong Kong Polytechnic University in 1993. He was a member of the Hong Kong Institute of Certified Public Accountants and held a practising license from 2005 to 2024. Mr. Wong is also a fellow chartered accountant of Institute of Chartered Accountants in England and Wales.

Mr. Wong was a director of each of the following private companies registered in the People's Republic of China prior to their respective dissolution and/or revocation of business licenses: Citiway Technology (Tianjin) Co. Ltd. (司特維科技(天津)有限公司) by way of voluntary liquidation on April 3, 2020 due to cessation of business as a technology research company; Beijing Guangyun Prosperity Era International Culture Exchange Co. Ltd., (北京廣運盛世國際文化傳播有限公司) and On Capital (Tianjin) Guarantee Co. Ltd.* (翹然(天津)擔保有限公司) by way of revocation of business licenses on August 11, 2017 and August 9, 2012, respectively due to being inactive with no business commenced since establishment. Mr. Wong confirmed that each of the said companies was solvent at the time of its dissolution or revocation of business license; there was no wrongful act on his part leading to the above dissolution or revocation of business license; that he is not aware of any actual or potential claim that has been or will be made against him as a result of the above dissolution or revocation of business license; and that such dissolution and revocation of business license had not resulted in any liability or obligations being imposed against him.

The Board considered and accepted the recommendation from the nomination committee of the Company (the "Nomination Committee") to the appointment of Mr. Wong as an independent non-executive Director, after reviewing his work experience and professional qualifications.

Mr. Wong has entered into a service contract (the "Service Contract") with the Company in relation to his appointment as an independent non-executive Director for a term of three years commencing from February 17, 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 Service Contract, Mr. Wong 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, Mr. Wong 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, Mr. Wong 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 within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed in this announcement, Mr. Wong has confirmed that (i) he has met the independence criteria as set out in Rule 3.13 (1) to (8) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"); (ii) he 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) he is not subject to any other factors that may affect his independence at the time of his appointment.

Save as disclosed above, there is no other matter in relation to the appointment of Mr. Wong 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 Mr. Wong 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 Mr. Wong to the Board.

CHANGES IN COMPOSITION OF BOARD COMMITTEES

The Board further announces that the following changes in the composition of the audit committee of the Company (the "Audit Committee") and the Nomination Committee shall take effect from February 17, 2025:

1. Mr. Wong, an independent non-executive Director, has been appointed as the chairman of the Audit Committee; and

2. Dr. Poon Hung Fai, an executive Director, has been appointed as a member of the Nomination Committee.

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UPDATE ON COMPLIANCE WITH LISTING RULES

References are made to the announcement of the Company dated January 1, 2025, in respect of the Company's non-compliance with Rules 3.10(1), 3.10(2) and 3.21 of the Listing Rules.

Following the appointment of Mr. Wong as an independent non-executive Director and the chairman of the Audit Committee, the Company has three independent non-executive Directors. As disclosed above, Mr. Wong has the appropriate accounting and financial and corporate management expertise as required under Rules 3.10(2) of the Listing Rules. Accordingly, the Company has complied with the requirements as set out in Rules 3.10(1), and 3.10(2) of the Listing Rules. On the other hand, the Company continues to fail to meet the requirements of having at least three members of the Audit Committee as required under Rules 3.21 of the Listing Rules. Further announcement will be made by the Company as and when appropriate.

By order of the Board

Sirnaomics Ltd.

Monin Ung

Chairlady and Independent Non-Executive Director

Hong Kong, February 17, 2025

As at the date of this announcement, the Board comprises Dr. Poon Hung Fai as executive Director, Mr. Jiankang Zhang as non-executive Director, and Ms. Monin Ung, Dr. Cheung Hoi Yu and Mr. Wong Yu Shan Eugene as independent non-executive Directors.

• For identification purpose only