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Sirnaomics Ltd. Share Issue/Capital Change 2026

Mar 24, 2026

50478_rns_2026-03-24_feabe875-f7b9-442a-ada9-1500c8516524.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.

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Sirnaomics Ltd.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2257)

PROPOSED TERMINATION OF THE 2022 RSU SCHEME AND

PROPOSED ADOPTION OF THE 2026 RSU SCHEME

The Board is pleased to announce that on March 24, 2026 (after trading hours), the Board has resolved to propose the termination of the 2022 RSU Scheme and the adoption of the 2026 RSU Scheme for the approval by the Shareholders at the EGM to be convened by the Company.

PROPOSED TERMINATION OF THE 2022 RSU SCHEME AND PROPOSED ADOPTION OF THE 2026 RSU SCHEME

The 2022 RSU Scheme was adopted by the Company on April 22, 2022 and is valid and effective for a period of 10 years from the date of adoption. According to the terms of the 2022 RSU Scheme, the Company may by an ordinary resolution in general meeting terminate the operation of the 2022 RSU Scheme, and in such event, no further awards can be granted under the 2022 RSU Scheme.

The provisions of the 2022 RSU Scheme shall remain in full force and effect to the extent necessary to give effect to the exercise of any awards granted prior to its termination or otherwise as may be required in accordance with the provisions of the 2022 RSU Scheme. RSUs granted prior to such termination shall continue to be valid and exercisable in accordance with the rules of the 2022 RSU Scheme. As at the date of this announcement, there are 8,962 RSUs outstanding under the 2022 RSU Scheme.


Pursuant to the amendments of Chapter 17 of the Listing Rules that came into effect on January 1, 2023, the Board proposes to terminate the 2022 RSU Scheme and adopt the 2026 RSU Scheme to replace the 2022 RSU Scheme.

For the purposes of Chapter 17 of the Listing Rules, the 2026 RSU Scheme will constitute a share scheme involving the grant of new Shares by the Company. Accordingly, the adoption of the 2026 RSU Scheme will be subject to, among others, the Shareholders' approval at the EGM.

The adoption of the 2026 RSU Scheme will take effect on the date of its adoption at the EGM and is conditional upon: (i) the passing of the resolutions by the Shareholders to approve and adopt the 2026 RSU Scheme and to authorise the Board to grant RSUs under the 2026 RSU Scheme and to allot and issue Shares in respect of any Awards to be granted pursuant to the 2026 RSU Scheme; and (ii) the Listing Committee granting approval to the listing of, and permission to deal in, any Shares which may be allotted and issued in respect of all RSUs to be granted under the 2026 RSU Scheme.

EGM

The EGM will be convened for the Shareholders to consider and, if thought fit, pass the ordinary resolutions to approve, among other things, the termination of 2022 RSU Scheme and the adoption of the 2026 RSU Scheme. A circular of the Company containing, among others, (i) details relating to the termination of 2022 RSU Scheme and the adoption of the 2026 RSU Scheme; (ii) the principal terms of the 2026 RSU Scheme; and (iii) a notice of convening the EGM, is expected to be despatched to the Shareholders in accordance with the requirements of the Listing Rules in due course.

As at the date of this announcement, the adoption of the 2026 RSU Scheme is subject to the approval of the Shareholders. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

In this announcement, unless the context requires otherwise, the following expression have the following meanings:

“2022 RSU Scheme” the restricted share unit scheme of the Company adopted by the Board on April 22, 2022

“2026 RSU Scheme” the restricted share unit scheme of the Company proposed to be approved and adopted by the Shareholders at the EGM

“Award(s)” an award of RSUs pursuant to the 2026 RSU Scheme which gives a selected participant a conditional right when the Award vests to obtain either Shares or an equivalent value in cash

“Board” the board of Directors

“Company” Sirnaomics Ltd., an exempted company incorporated in the Cayman Islands with limited liability on October 15, 2020

“Director(s)” the director(s) of the Company

“EGM” the extraordinary general meeting of the Company to be convened and held for the purpose of considering and, if thought fit, approving, among other things, the termination of the 2022 RSU Scheme and the adoption of the 2026 RSU Scheme

“Listing Committee” shall have the meaning ascribed thereto under the Listing Rules

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

“RSU(s)” restrictive share unit(s)

“Share(s)” ordinary share(s) in the share capital of our Company with a par value of US$0.001 each

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"Shareholders" holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"US$" U.S. dollars, the lawful currency of the United States of America

“%” per cent

By order of the Board

Sirnaomics Ltd.

Poon Hung Fai

Chairman and Executive Director

Hong Kong, March 24, 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.

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