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Sirnaomics Ltd. — Share Issue/Capital Change 2026
Mar 8, 2026
50478_rns_2026-03-08_5ddb30ac-a29a-433c-933f-976a938b0170.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.

Sirnaomics Ltd.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2257)
PARTIAL COMPLETION OF SUBSCRIPTION OF NEW SHARES UNDER GENERAL MANDATE AND TERMINATION OF SUBSCRIPTION AGREEMENT
Reference is made to the announcements of Sirnaomics Ltd. (the "Company") dated September 7, 2025, September 17, 2025 and December 7, 2025 (the "Announcements") in relation to the Subscriptions. Unless otherwise defined, capitalised terms used herein have the same meanings as defined in the Announcements.
PARTIAL COMPLETION OF THE SUBSCRIPTION AGREEMENT A
Partial completion of the Subscription Agreement A took place on March 7, 2026 and 2,500,000 new Shares were issued to the Subscriber A at HK12.00 per Subscription Share (the "Partial Completion of Subscription A").
After amicable negotiations in good faith, the Company and the Subscriber A mutually agreed that the subscription of the remaining 9,068,280 shares ("Remaining Shares of Subscription A") was terminated on March 7, 2026. Upon such termination, all rights and obligations of the parties shall cease to have effect and no party shall have any claim against each other in connection with the Subscription Agreement A. The Board considers that termination of the subscription of the Remaining Shares of Subscription A will not have any material adverse impact on the existing business, operational or financial conditions of the Company.
EFFECT ON SHAREHOLDING STRUCTURE OF THE COMPANY
The following table shows the shareholding structure: (i) immediately before the Partial Completion of Subscription A; and (ii) immediately after the Partial Completion of Subscription A:
| Shareholders | Immediately before the Partial Completion of Subscription A | Immediately after the Partial Completion of Subscription A | ||
|---|---|---|---|---|
| No. of Shares | Approximate % | No. of Shares | Approximate % | |
| Dr. Poon Hung Fai (Note 1) | 17,627,696 | 16.44% | 17,627,696 | 16.07% |
| Dr. Yang Lu (Note 2) | 5,380,600 | 5.02% | 5,380,600 | 4.90% |
| Subscriber A | — | — | 2,500,000 | 2.28% |
| Subscriber B | 1,003,700 | 0.94% | 1,003,700 | 0.91% |
| Subscriber D | 1,051,662 | 0.98% | 1,051,662 | 0.96% |
| Other public Shareholders | 82,157,880 | 76.62% | 82,157,880 | 74.88% |
| 107,221,538 | 100.00% | 109,721,538 | 100.00% |
Notes:
(1) Quarmaceutical Limited owns 17,527,696 Shares and Quarmaceutical Limited is wholly owned by Dr. Poon Hung Fai.
(2) Dr. Yang Lu ("Dr. Lu") is the settlor of The Yang Lu Family Trust and the beneficiaries of The Yang Lu Family Trust are Zheng Joan Wang and Laura Yao Lu, being Dr. Lu's spouse and daughter, respectively. Zheng Joan Wang and Laura Yao Lu are co-trustees of The Yang Lu Family Trust. Therefore, the co-trustees of The Yang Lu Family Trust are Dr. Lu's close associates. The above table shows Dr. Lu's shareholdings consisting of: (a) 1,714,350 Shares held by The Yang Lu Family Trust; and (b) 3,666,250 Shares beneficially owned by Dr. Lu. Dr. Lu resigned as a non-executive Director with effect from February 5, 2025.
USE OF NET PROCEEDS FROM THE SUBSCRIPTIONS
The gross proceeds of the Subscriptions are approximately HK$54.7 million and the net proceeds from the Subscriptions (after deducting all applicable costs and expenses of the Subscriptions) are approximately HK$53.1 million.
Set out below is the breakdown of the use of net proceeds from the Subscriptions and the expected timeline of utilization:
| Use of Net Proceeds | Allocation of the Net Proceeds (HK$ million) | Percentage of the Net Proceeds | Expected timeline on utilization |
|---|---|---|---|
| To fund the development and commercialization of STP705 | 25.0 | 47.1% | By end of 2027 |
| To fund the development of STP122G | 3.5 | 6.6% | By end of 2027 |
| To fund the development of other drug candidates, including STP707, STP125G and STP144G | 16.6 | 31.3% | By end of 2027 |
| For business development activities to enrich the Group’s pipeline | 4.0 | 7.5% | By end of 2027 |
| For general corporate and working capital purposes | 4.0 | 7.5% | By end of 2027 |
| Total | 53.1 | 100.0% |
By order of the Board
Sirnaomics Ltd.
Poon Hung Fai
Chairman and Executive Director
Hong Kong, March 7, 2026
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 Mr. Wong Yu Shan Eugene, Dr. Zhang Peng and Ms. Lo Yee Hang as independent non-executive Directors.