THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sirnaomics Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Sirnaomics Ltd.
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2257)

PROPOSED GRANTING OF GENERAL MANDATES
TO ISSUE SHARES AND BUY BACK SHARES,
PROPOSED RE-ELECTION OF DIRECTORS,
PROPOSED RE-APPOINTMENT OF AUDITOR
AND
NOTICE OF ANNUAL GENERAL MEETING

Unless the context otherwise requires, capitalized terms used in this cover page shall have the same meanings as those defined in the section headed "Definitions" in this circular.

A notice convening the AGM of Sirnaomics Ltd. to be held at 10:30 a.m. on Friday, June 20, 2025 at Meeting Room 06-07, INNO2, 2/F, Building 17W, 17 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, at which, among other things, the above proposals will be considered, is set out on pages 19 to 23 of this circular.

Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

April 28, 2025

CONTENTS

Page

Responsibility Statement ... ii
Definitions ... 1
Letter from the Board ... 4
Introduction ... 4
General Mandates ... 5
Explanatory Statement ... 5
Re-election of Directors ... 5
Re-appointment of Auditor ... 6
Notice of Annual General Meeting ... 6
Form of Proxy ... 7
Voting by Poll ... 7
Closure of Register of Members ... 7
Recommendation ... 7
General ... 8
Appendix I — Explanatory Statement on Buy-back Mandate ... 9
Appendix II — Details of the Directors proposed for re-election ... 14
Notice of Annual General Meeting ... 19

• i -

RESPONSIBILITY STATEMENT

This circular, for which the Directors (as defined herein) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

• ii -

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be convened and held at 10:30 a.m. on Friday, June 20, 2025 at Meeting Room 06-07, INNO2, 2/F, Building 17W, 17 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong, notice of which is set out on pages 19 to 23 of this circular and any adjournment thereof

"Articles" or "Articles of Association"
the fifth amended and restated articles of association of the Company adopted by special resolution passed on August 7, 2024

"associate(s)"
has the meaning as defined under the Listing Rules

"Board"
the board of Directors

"Buy-back Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to buy-back such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue (excluding treasury Shares) as at the date of passing of the relevant resolution granting such mandate

"CCASS"
the Central Clearing and Settlement System established and operated by Hong Kong Securities Clearing Company Limited

"Companies Act"
the Companies Act (As Revised) of the Cayman Islands

"Company"
Sirnaomics Ltd., an exempted company incorporated in the Cayman Islands with limited liability on October 15, 2020, the shares of which are listed on the Main Board of the Hong Kong Stock Exchange (Stock Code: 2257)

"Director(s)"
director(s) of the Company

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

• 1 -

DEFINITIONS

"Hong Kong Stock Exchange" or "Stock Exchange"
The Stock Exchange of Hong Kong Limited

"Issue Mandate"
a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares (including any sale or transfer of Shares out of treasury that are held as treasury Shares, if permitted under the Listing Rules) of up to 20% of the total number of Shares in issue (excluding treasury Shares) as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares bought-back by the Company pursuant to the authority granted under the Buy-back Mandate

"Latest Practicable Date"
April 23, 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

"Listing Date"
December 30, 2021, on which the Shares are listed on the Hong Kong Stock Exchange and from which dealings in the Shares are permitted to commence on the Hong Kong Stock Exchange

"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"Memorandum"
the fifth amended and restated memorandum of association of the Company adopted by special resolution passed on August 7, 2024

"Nomination Committee"
the nomination committee of the Company

"PRC"
the People's Republic of China, for the purpose of this circular, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Remuneration Committee"
the remuneration committee of the Company

"SFO"
Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

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

• 2 -

• 3 -

DEFINITIONS

"Shareholder(s)"
holder(s) of the Shares

"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buybacks, as amended, supplemented or otherwise modified from time to time

"treasury Shares"
has the meaning ascribed to it under the Listing Rules

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

"%"
per cent

LETTER FROM THE BOARD

Sirnaomics Ltd.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2257)

Executive Director

Dr. Poon Hung Fai (Chief Executive Officer)

Non-executive Director

Mr. Jiankang Zhang

Independent non-executive Directors

Ms. Monin Ung (Chairlady of the Board)

Dr. Cheung Hoi Yu

Mr. Wong Yu Shan Eugene

Registered office

PO Box 309, Ugland House

Grand Cayman, KY1-1104

Cayman Islands

Principal place of business

in Hong Kong

46/F, Hopewell Centre

183 Queen's Road East

Wanchai

Hong Kong

April 28, 2025

To the Shareholder(s)

Dear Sir or Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO ISSUE SHARES AND BUY BACK SHARES, PROPOSED RE-ELECTION OF DIRECTORS, PROPOSED RE-APPOINTMENT OF AUDITOR AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the AGM to seek approval of the Shareholders in respect of, among other matters, (i) the granting to the Directors the Issue Mandate and the Buy-back Mandate; (ii) the re-election of the retiring Directors; (iii) the re-appointment of the Auditor; and (iv) to give you notice of the AGM at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve the aforesaid matters.

LETTER FROM THE BOARD

GENERAL MANDATES

At the extraordinary general meeting of the Company held on August 7, 2024, an ordinary resolution was passed to grant the Directors a general unconditional mandate to allot, issue and deal with Shares not exceeding 20% of the aggregate number of Shares of the Company in issue at the date of the passing of the relevant resolution.

The above general mandates will continue in force until whichever of the following first occurs: (i) the conclusion of the AGM; or (ii) the expiration of the period within which the AGM is required by the Articles of Association or any applicable law of the Cayman Islands to be held; or (iii) the revocation or variation by ordinary resolution of the Shareholders in general meeting. It is therefore proposed to seek your approval by way of ordinary resolutions to be proposed at the AGM to approve the Issue Mandate and the Buy-back Mandate. The Directors wish to state that they have no immediate plan to issue any Shares (including to sell or transfer any treasury Shares) or buy back any Shares pursuant thereto, respectively. Please refer to resolutions numbered 4 to 6 set out in the notice of AGM on pages 19 to 22 of this circular for details of the proposed Issue Mandate and Buy-back Mandate.

As at the Latest Practicable Date, the number of issued Shares was 105,166,176 Shares. Assuming no further Shares are to be issued or bought back and that the Company does not have any treasury Shares prior to the AGM, the Issue Mandate will grant the Directors an authority to issue up to 21,033,235 Shares.

EXPLANATORY STATEMENT

An explanatory statement containing all relevant information relating to the proposed Buy-back Mandate is set out in the Appendix I to this circular. The explanatory statement is to provide you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant to the Directors the Buy-back Mandate at the AGM.

RE-ELECTION OF DIRECTORS

In accordance with Article 16.2 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an addition to the Board. Any Director so appointed shall hold office only until the first annual general meeting of the Company after his appointment and shall then be eligible for re-election at that meeting. Accordingly, Dr. Poon Hung Fai and Mr. Wong Yu Shan Eugene will retire at the AGM and, being eligible, will offer themselves for re-election as Directors at the Annual General Meeting.

LETTER FROM THE BOARD

In accordance with Article 16.19 of the Articles of Association of the Company, at every annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall retain office until the close of the meeting at which he retires and shall be eligible for re-election thereat. Accordingly, Dr. Cheung Hoi Yu will retire as Director at the AGM, and he, being eligible, will offer himself for re-election as Director at the AGM.

Being the independent non-executive Directors eligible for re-election at the AGM, each of Dr. Cheung Hoi Yu and Mr. Wong Yu Shan Eugene has confirmed that (i) he meets the independence criteria as set out in Rule 3.13 of the Listing Rules; (ii) he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined under the Listing Rules) of the Company; and (iii) there are no other factors that may affect his independence at the time of his appointment. The Company considers that each of them meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

The Nomination Committee has also reviewed and considered each retiring Director's respective experience, skills and knowledge, and recommended to the Board that the re-election of all retiring Directors be proposed for Shareholders' approval at the AGM.

Details of the abovenamed Directors who are subject to the re-election at the AGM are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules. The biography of the retiring Directors set out in Appendix II to this circular indicates the perspectives, skills and experience each individual can bring to the Board and contribute to the diversity of the Board.

RE-APPOINTMENT OF AUDITOR

The Board proposes to re-appoint ZHONGHUI ANDA CPA Limited as the independent auditor of the Company for the year ending December 31, 2025 and to hold the office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed to authorize the Board to fix the auditor's remuneration for the ensuing year. ZHONGHUI ANDA CPA Limited have indicated their willingness to be re-appointed as auditor of the Company for the said period.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 19 to 23 of this circular is a notice convening the AGM to consider and, if appropriate, to approve, among others, the ordinary resolutions relating to the proposals for the granting of the Issue Mandate and the Buy-back Mandate, the re-election of Directors and the re-appointment of auditor.

LETTER FROM THE BOARD

FORM OF PROXY

A form of proxy for use at the AGM is enclosed herewith. Such form of proxy is also published on the website of the Stock Exchange at www.hkexnews.hk. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time of the AGM or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to procedural or administrative matter to be voted by a show of hands. Accordingly, each of the resolutions put to vote at the AGM will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy (or being a corporation by its duly authorized representative) shall have one vote for each Share registered in his/her/its name in the register of members. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it has in the same manner.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining the identity of the Shareholders entitled to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, June 17, 2025 to Friday, June 20, 2025 both dates inclusive, during which period no transfer of Shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, June 16, 2025.

RECOMMENDATION

The Board considers that the ordinary resolutions in relation to the grant of the Issue Mandate and the Buy-back Mandate, the re-election of Directors and the re-appointment of auditor to be proposed at the AGM are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favor of such resolutions at the AGM.

LETTER FROM THE BOARD

GENERAL

Your attention is also drawn to the appendices to this circular.

Yours faithfully,
By order of the Board
Sirnaomics Ltd.
Monin Ung
Chairlady and Independent Non-Executive Director

• 8 -

APPENDIX I

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the ordinary resolution to approve the Buy-back Mandate.

1. LISTING RULES RELATING TO THE BUY-BACK OF SHARES

The Listing Rules permit companies whose primary listings are on the Stock Exchange to purchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

(i) the shares to be purchased by a company must be fully paid-up;

(ii) the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and

(iii) all on-market purchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such purchase.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 105,166,176 Shares which have been fully paid, and the Company did not have any treasury Shares. Subject to the passing of the ordinary resolution for purchase of Shares and on the basis that no further new Shares are issued or purchased and the Company does not have any treasury Shares up to the AGM, the Company would be allowed under the Buy-back Mandate to purchase a maximum of 10,516,617 Shares, representing 10% of the aggregate number of the total issued Shares (excluding treasury Shares) as at the date of the passing of the ordinary resolution for purchase of Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in a general meeting.

APPENDIX I

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

3. REASONS FOR BUY-BACK

The Directors believe that the Buy-back Mandate is in the best interests of the Company and the Shareholders. Such purchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets of the Company and/or its earnings per Share. On the other hand, Shares bought back and held by the Company as treasury Shares may be resold on the market at market prices to raise funds for the Company, or transferred or used for other purposes, subject to compliance with the Listing Rules, the Articles of Association, and the laws of the Cayman Islands. The Directors would only exercise the power to purchase Shares in circumstances where they consider that the purchase would be in the best interests of the Company and the Shareholders as a whole.

4. FUNDING OF PURCHASE OF SHARES

Any purchase of the Shares would be funded entirely from the cash flow or working capital facilities available to the Company, and will, in any event, be made out of funds legally available for the purpose in accordance with the Articles, the applicable laws of the Cayman Islands and the Listing Rules. Such funds include, but are not limited to, profits available for distribution. Purchases may only be effected out of the profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose, or, if so authorized by its Articles and subject to the provisions of the Companies Act, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or out of the Company's share premium account, or, if so authorized by the Articles and subject to the provisions of the Companies Act, out of capital.

5. GENERAL

There might be a material adverse impact on the working capital or gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at December 31, 2024, being the date to which the latest published audited consolidated financial statements of the Company were made up, in the event that the Buy-back Mandate were to be carried out in full at any time during the proposed purchase period.

However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.

APPENDIX I

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

6. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous 12 months and up to the Latest Practicable Date were as follows:

| | Highest
HK$ | Lowest
HK$ |
| --- | --- | --- |
| 2024 | | |
| April | 8.78 | 5.64 |
| May | 10.32 | 6.66 |
| June | 7.45 | 4.17 |
| July | 5.72 | 3.87 |
| August | 5.50 | 2.49 |
| September | 3.93 | 2.77 |
| October | 5.30 | 2.51 |
| November | 3.05 | 2.35 |
| December | 4.10 | 2.56 |
| 2025 | | |
| January | 3.63 | 2.68 |
| February | 3.68 | 2.40 |
| March | 4.08 | 2.90 |
| April (up to the Latest Practicable Date) | 3.58 | 2.83 |

Source: the Stock Exchange's website

7. UNDERTAKING OF THE DIRECTORS

The Directors will exercise the Buy-back Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the applicable laws of Cayman Islands.

8. DIRECTORS, THEIR CLOSE ASSOCIATES AND THE COMPANY'S CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Buy-back Mandate is approved by Shareholders, to sell Shares to the Company. No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Buy-back Mandate is approved by the Shareholders.

APPENDIX I

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

9. TAKEOVERS CODE

If on exercise of the powers of purchase pursuant to the Buy-back Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder (within the meaning under the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Dr. Poon Hung Fai (“Dr. Poon”) held 17,527,696 Shares, representing approximately 16.67% of the issued share capital of the Company, within the meaning of Part XV of the SFO. In the event that the Directors should exercise in full the Buy-back Mandate, the interests in the Company of Dr. Poon will be increased to approximately 18.52% of the issued Shares.

To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to purchase the Shares to the extent that will trigger the obligations under the Takeovers Code for Dr. Poon to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.

The Listing Rules prohibit a company from making purchase on the Stock Exchange if the result of the purchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company (excluding treasury Shares) would be in public hands. The Directors do not propose to purchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

10. SHARE BUY-BACK MADE BY THE COMPANY

The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months immediately preceding the Latest Practicable Date.

11. INTENTION STATEMENT REGARDING SHARE BUY-BACK

Under the existing Listing Rules, the Company is required to cancel any Shares purchased by the Company as soon as reasonably practicable following such purchase. The Board notes that with effect from June 11, 2024, the Listing Rules has amended to remove the requirement to cancel purchased shares and to adopt a framework to govern the resale and/or transfer of treasury shares. In view of the changes to the Listing Rules, if the Company purchases any Shares pursuant to the Buy-back Mandate, the Company will either (i) cancel the Shares purchased and/or (ii) hold such Shares in treasury, subject to market conditions and the Company’s capital management needs at the relevant time any purchases of Shares are

• 12 -

APPENDIX I

EXPLANATORY STATEMENT ON BUY-BACK MANDATE

made. If the Company holds any Shares in treasury, any sale or transfer of treasury Shares will be made pursuant to the terms of the Issue Mandate and in accordance with the Listing Rules and applicable laws and regulations of the Cayman Islands.

The Company may re-deposit its treasury Shares into CCASS only if it has an imminent plan to resell them on the Stock Exchange, and it should complete the resale as soon as possible. For any treasury Shares deposited with CCASS pending resale on the Stock Exchange, the Company will have appropriate measures to ensure that it would not exercise any Shareholders' rights or receive any entitlements which would otherwise be suspended under the relevant laws with respect to treasury Shares. These measures include, for example, an approval by the Board that (i) the Company should procure its broker not to give any instructions to Hong Kong Securities Clearing Company Limited to vote at general meetings for the treasury Shares deposited with CCASS pending resale; and (ii) in the case of dividends or distributions, the Company should withdraw the treasury Shares from CCASS, and either re-register them in the Company's name as treasury Shares or cancel them, in each case before the record date for the dividends or distributions.

Holders of treasury Shares (if any) shall abstain from voting on matters that require Shareholders' approval at the Company's general meetings.

• 13 -

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Directors (as required by the Listing Rules) proposed for re-election.

Dr. Poon Hung Fai (“Dr. Poon”), aged 46, has been appointed as an executive Director and the Chief Executive Officer of the Group with effect from October 15, 2024 and November 5, 2024, respectively. Dr. Poon is a member of the Nomination Committee.

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 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.

Save as disclosed above, Dr. Poon does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other directorships in other listed public companies in the last three years.

As at the Latest Practicable Date, 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.

• 14 -

APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Dr. Poon has entered into a service contract with the Company for a term of three years, with effect from October 15, 2024, 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 by rotation of Directors as set out in the Articles. Pursuant to the service contract entered into with the Company, Dr. Poon is entitled to an annual salary of US$200,000, which is determined with reference to his experience and duties as well as prevailing market conditions.

Save as disclosed above, Dr. Poon has confirmed that there is no other information which is discloseable nor has he been involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2) of the Listing Rules and the Company is not aware of any other matters concerning Dr. Poon's standing for re-election as Director that need to be brought to the attention of the Shareholders.

Dr. Cheung Hoi Yu ("Dr. Yu"), JP, aged 70, is an independent non-executive Director. Dr. Yu participates in the decision-making on major issues concerning the Company through the Board. Dr. Yu is the chairperson of the Nomination Committee, and a member of the Remuneration Committee and the Audit Committee.

Dr. Yu is currently an independent non-executive director, the chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee of YNBY International Limited, a company listed on Hong Kong Stock Exchange with stock code: 00030.

Dr. Yu has rich experience in scientific research and business operations. In addition to his position in the Group, Dr. Yu also serves as (i) a director of CR-CP Life Science Fund Management Limited since May 2021; (ii) a member of the Biotech Advisory Panel of The Stock Exchange of Hong Kong Limited since April 2018; (iii) a member of the board of trustees of Gordon Research Conference, a group of international scientific conferences covering biological, chemical and physical sciences and the related technologies, since July 2014; (iv) a director at Asian Fund for Cancer Research since November 2012; and (v) a member of the Technology and Innovation Subsector of the Election Committee of Hong Kong since October 2021. Dr. Yu served as the chairman of the Hong Kong Council for Testing and Certification from January 2016 to December 2021. In addition to that, Dr. Yu serves as a professor at the Neuroscience Research Institute (北京大學神經科學研究所) at Peking University (北京大學) since January 2002.

Dr. Yu founded the Hong Kong Biotechnology Organization (HKBIO) in September 2009 and the Guangdong-Hong Kong-Macau Greater Bay Area Biotechnology Alliance in December 2017, and has been serving as the president. Dr. Yu also founded Hong Kong DNA Chips Limited, presently Hai Kang Life Corporation Limited, in May 1999, and has been serving as the president of the board and chief executive officer. Dr. Yu was appointed as a Justice of the Peace in July 2016.

• 15 -

APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Dr. Yu obtained a bachelor's degree of science, a master's degree of science, and a doctoral degree of philosophy, from the University of Saskatchewan in Canada, in May 1976, October 1980 and May 1984, respectively. Dr. Yu has published more than 170 scientific papers and is the inventor of more than 70 global patents.

Save as disclosed above, Dr. Yu does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other directorships in other listed public companies in the last three years.

As at the Latest Practicable Date, Dr. Yu did not hold any Shares and underlying Shares, within the meaning of Part XV of the SFO.

Dr. Yu has entered into an appointment letter with the Company for a term of three years, with effect from December 16, 2021, 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 by rotation of Directors as set out in the Articles. Pursuant to the appointment letter entered into with the Company, Dr. Yu is entitled to an annual director's fee of HK$360,000.

Save as disclosed above, Dr. Yu has confirmed that there is no other information which is discloseable nor has he been involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and the Company is not aware of any other matters concerning Dr. Yu's standing for re-election as Director that need to be brought to the attention of the Shareholders.

Mr. Wong Yu Shan Eugene ("Mr. Wong"), aged 55, is an independent non-executive Director. Mr. Wong is the chairperson of the Audit Committee.

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

APPENDIX II DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

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.

Save as disclosed above, Mr. Wong does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company and has not held any other directorships in other listed public companies in the last three years.

As at the Latest Practicable Date, Mr. Wong did not hold any Shares and underlying Shares, within the meaning of Part XV of the SFO. Mr. Wong has entered into a service contract with the Company for a term of three years, with effect 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 by rotation of Directors as set out in the Articles. Pursuant to the service contract entered into with the Company, Mr. Wong is entitled to an annual director's fee of HK$360,000.

Save as disclosed above, Mr. Wong has confirmed that there is no other information which is discloseable nor has he been involved in any of the matters required to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and the Company is not aware of any other matters concerning Mr. Wong's standing for re-election as Director that need to be brought to the attention of the Shareholders.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

NOMINATION POLICY AND PROCESS FOR THE INDEPENDENT NON-EXECUTIVE DIRECTORS

The Nomination Committee and the Board have followed the nomination policy and board diversity policy for the re-appointment of Dr. Yu and Mr. Wong as independent non-executive Directors. In reviewing the structure of the Board, the Nomination Committee and the Board will consider the Board diversity from a number of aspects, including but not limited to gender, age, cultural and educational background, ethnicity, professional experience, skills, knowledge, length of service and industry and regional experience. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

With reference to the past contributions made by Dr. Yu to the Company during his tenure, his qualifications and his rich experience in scientific research and business operations, the Board is of the view that Dr. Yu can provide valuable advice and business insights to the Board and make contributions to the Board's diversity.

With reference to the past contributions made by Mr. Wong to the Company during his tenure, his qualifications and his experience in accounting and finance, the Board is of the view that Mr. Wong can provide valuable advice and business insights to the Board and make contributions to the Board's diversity.

Each of Dr. Yu and Mr. Wong, being the independent non-executive Directors of the Company eligible for re-election at the AGM, has made an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. After considering all the factors for assessing independence as set out in Rule 3.13 of the Listing Rules and the annual confirmation of independence of Dr. Yu and Mr. Wong, the Company is of the view that each of Dr. Yu and Mr. Wong meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

NOTICE OF ANNUAL GENERAL MEETING

Sirnaomics Ltd.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2257)

NOTICE IS HEREBY GIVEN THAT an annual general meeting of Sirnaomics Ltd. (the "Company") will be held at 10:30 a.m. on Friday, June 20, 2025 at Meeting Room 06-07, INNO2, 2/F, Building 17W, 17 Science Park West Avenue, Hong Kong Science Park, Shatin, New Territories, Hong Kong for the following purposes:

AS ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements and the reports of the directors of the Company (the "Directors") and auditor for the year ended December 31, 2024.

2. (i) To re-elect Dr. Poon Hung Fai as an executive Director.

(ii) To re-elect Dr. Cheung Hoi Yu as an independent non-executive Director.

(iii) To re-elect Mr. Wong Yu Shan Eugene as an independent non-executive Director.

(iv) To authorize the board (the "Board") of Directors to fix the remuneration of the Directors.

1. To re-appoint ZHONGHUI ANDA CPA Limited as auditor and to authorize the Board to fix its remuneration.

2. "THAT:

(a) subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of US$0.001 each in the share capital of the Company (the "Shares") (including any sale or transfer of Shares out of treasury that are held as treasury Shares, if permitted under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules")), and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

NOTICE OF ANNUAL GENERAL MEETING

(b) the approval in paragraph (a) of this resolution shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued (including the treasury Shares resold and/or transferred, if permitted under the Listing Rules) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of the conversion rights attaching to any convertible securities issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares of the Company; (iii) the exercise of warrants to subscribe for Shares; (iv) the exercise of options granted under any share option scheme or similar arrangement for the time being adopted by the Company; or (v) any scrip dividend scheme or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles of Association of the Company in force from time to time, shall not exceed 20% of the aggregate number of Shares of the Company in issue (excluding treasury Shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or

(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares open for a period fixed by the Directors to the holders of Shares or any class of Shares whose names appear on the registers of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the expense or delay which

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NOTICE OF ANNUAL GENERAL MEETING

may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of any recognized regulatory body or any stock exchange in, any territory applicable to the Company).

1. “THAT:

(a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back the Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which Shares may be listed (and the Company may hold the Shares so purchased in treasury) and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Listing Rules or those of any other recognized stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph (a) of this resolution above shall be in addition to any other authorization given to the Directors and shall authorize the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to buy back its Shares at a price determined by the Directors;

(c) the aggregate number of Shares, which may be purchased by the Company pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate number of Shares of the Company in issue (excluding treasury Shares) as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

(d) for the purpose of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or

(iii) the date on which such mandate is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

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NOTICE OF ANNUAL GENERAL MEETING

1. "THAT conditional upon resolutions numbered 4 and 5 above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional Shares (including any sale or transfer of Shares out of treasury that are held as treasury Shares, if permitted under the Listing Rules) and to make or grant offers, agreements, and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the additional thereto of an amount representing the aggregate number of Shares purchased by the Company under the authority granted pursuant to resolution numbered 5 above, provided that such amount shall not exceed 10% of the aggregate number of Shares of the Company in issue (excluding treasury Shares) as at the date of passing the resolution."

By order of the Board

Sirnaomics Ltd.

Monin Ung

Chairlady and Independent Non-Executive Director

Hong Kong, April 28, 2025

Notes:

1. For the purpose of determining the identity of the shareholders entitled to attend and vote at the meeting, the register of members of the Company will be closed from Tuesday, June 17, 2025 to Friday, June 20, 2025 both dates inclusive, during which period no transfer of shares will be effected. All transfers accompanied by the relevant certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Monday, June 16, 2025.

2. A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or, if he is the holder of two or more shares, more proxies to attend and vote instead of him. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. For the avoidance of doubt, holders of treasury Shares of the Company (if any) are not entitled to vote at the AGM.

3. In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members.

4. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorized in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorized, and must be deposited with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

NOTICE OF ANNUAL GENERAL MEETING

1. With respect to resolution numbered 2 of this notice, Dr. Poon Hung Fai, Dr. Cheung Hoi Yu and Mr. Wong Yu Shan Eugene shall retire from office of directorship and shall offer themselves for re-election in accordance with the articles of association of the Company. Details of their information which are required to be disclosed under the Listing Rules are set out in Appendix II to the circular of the Company dated April 28, 2025.

2. With respect to resolution numbered 4 of this notice, the directors of the Company wish to state that they have no immediate plans to issue any new shares (including to sell or transfer any treasury shares) of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

3. With respect to resolution numbered 5 of this notice, the directors of the Company wish to state that they will exercise the powers conferred by the general mandate to buy back shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the purchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix I to the accompanied circular dated April 28, 2025.

4. Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in this notice will be taken by poll at the above meeting. On a poll, votes may be given either personally or by proxy.

As at the date of this notice, 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.

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