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Standard Development Group Limited Board/Management Information 2025

Sep 5, 2025

50227_rns_2025-09-05_eee4623a-aa94-4767-8fd3-7f0393105c5c.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.

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Standard Development Group Limited

標準發展集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1867)

RETIREMENT AND PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board announces that on 5 September 2025, (i) Mr. Liang Rongjin has notified the Company his intention to retire and not to offer himself for re-election as an independent non-executive Director at the forthcoming AGM; and (ii) Dr. Yan Bing has notified the Company his intention to retire and not to offer himself for re-election as an independent non-executive Director at the forthcoming AGM.

The Board further announces that on 5 September 2025, Mr. Zhao Changsheng and Mr. Tsui Siu Hung Raymond have been proposed by the Board for appointment as independent non-executive Directors at the AGM.

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The board (the "Board") of directors (the "Director(s)") of Standard Development Group Limited (the "Company", together with its subsidiaries, the "Group") announces that 5 September 2025, (i) Mr. Liang Rongjin has notified the Company his intention to retire and not to offer himself for re-election as an independent non-executive Director at the forthcoming annual general meeting of the Company (the "AGM") after considering his successive terms of service, the Stock Exchange's independence requirements and his decision to devote more time to his personal affairs; and (ii) Dr. Yan Bing has notified the Company his intention to retire and not to offer himself for re-election as an independent non-executive Director at the forthcoming AGM after considering his successive terms of service, the Stock Exchange's independence requirements and his decision to devote more time to his personal affairs.


Upon the conclusion of the AGM, (i) Mr. Liang Rongjin will cease to be the chairman of the remuneration committee of the Board (the “Remuneration Committee”) and a member of both the audit committee of the Board (the “Audit Committee”) and the nomination committee of the Board (the “Nomination Committee”); and (ii) Dr. Yan Bing will cease to be a member of the Audit Committee.

Each of Mr. Liang Rongjin and Dr. Yan Bing confirmed that he has no disagreement with the Board and there are no other matters in relation to his retirement that need to be brought to the attention of the shareholders of the Company (the “Shareholders”).

The Board would like to express its sincere gratitude to Mr. Liang Rongjin and Dr. Yan Bing for their contributions to the Company during their tenure of office.

PROPOSED APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board announces that on 5 September 2025, Mr. Zhao Changsheng (“Mr. Zhao”) and Mr. Tsui Siu Hung Raymond (“Mr. Tsui”) have been proposed by the Board for appointment as independent non-executive Directors at the AGM. The appointments of Mr. Zhao and Mr. Tsui as independent non-executive Directors shall be subject to the Shareholders’ approval at the AGM. Upon the conclusion of the AGM, if elected, (i) Mr. Zhao will act as the chairman of the Remuneration Committee and a member of both the Audit Committee and the Nomination Committee; and (ii) Mr. Tsui will act as a member of the Audit Committee.

The biographical details of Mr. Zhao and Mr. Tsui are set out as below:

Mr. Zhao Changsheng, aged 41, possesses extensive experience in corporate finance, investment, and strategic development. Mr. Zhao has been serving as a director and a responsible officer of Draco Capital Limited, a corporation licensed to carry out Type 6 (advising on corporate finance) regulated activity under the Securities and Futures Ordinance (Cap 571) (the “SFO”) from 2020. From 2018 to 2020, he served as director of mergers and acquisitions at Sino Haijing Holdings Limited (subsequently known as Ming Lam Holdings Limited, a company the shares of which were listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) and subsequently delisted with effect from 2 November 2021 (stock code: 1106)). Mr. Zhao served as deputy manager of the strategic investment department at CITIC International Assets Management Limited from 2016 to 2017, and an international business development manager at Chanceton Capital Partners Limited from 2013 to 2016.

Mr. Zhao holds a Bachelor of Business Administration degree from Central Queensland University in Australia and a Master of Media and Governance degree from Keio University in Japan.

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Subject to the Shareholders' approval at the AGM, Mr. Zhao will enter into an appointment letter with the Company for a term of one year, pursuant to which he is subject to the requirements of retirement by rotation and re-election at annual general meeting in accordance with the articles of association of the Company. Mr. Zhao will be entitled to director's remuneration of HK$10,000 per month, which was determined by the Board at the recommendation of the Remuneration Committee with reference to his duties and responsibilities with the Company, his experience and qualifications, the remuneration policy of the Company and the prevailing market conditions.

Mr. Tsui Siu Hung Raymond, aged 48, possesses more than 25 years of experience in finance, consulting, accounting, auditing and company secretarial matters. Currently, Mr. Tsui is a partner of Tsui & Partners CPA Limited, a Certified Public Accountants Firm practicing in Hong Kong. He is currently a fellow member of the Association of Chartered Certified Accountants and a fellow member (practicing) of the Hong Kong Institute of the Certified Public Accountants.

Mr. Tsui is or was the company secretary of the following companies the shares of which are listed on the Main Board or GEM of the Stock Exchange:

Name of company Stock code Tenure of service
China Health Group Limited 673 From March 2009 to present
Vongroup Limited 318 From February 2010 to July 2023
Guoen Holdings Limited 8121 From May 2015 to January 2024
Ocean One Holding Ltd. 8476 From October 2017 to present
Shi Shi Services Limited 8181 From October 2013 to April 2015

Mr. Tsui holds a Bachelor of Business Administration degree in Accounting from the Chinese University of Hong Kong.

Subject to the Shareholders' approval at the AGM, Mr. Tsui will enter into an appointment letter with the Company for a term of one year, pursuant to which he is subject to the requirements of retirement by rotation and re-election at annual general meeting in accordance with the articles of association of the Company. Mr. Tsui will be entitled to director's remuneration of HK$10,000 per month, which was determined by the Board at the recommendation of the remuneration committee of the Board with reference to his duties and responsibilities with the Company, his experience and qualifications, the remuneration policy of the Company and the prevailing market conditions.


Each of Mr. Zhao and Mr. Tsui has confirmed (i) his independence as regards each of the factors referred to 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) that 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 in the Listing Rules) of the Company; and (iii) that there are no other factors that may affect his independence at the time of his appointment.

Save as disclosed above, as at the date of this announcement, each of Mr. Zhao and Mr. Tsui (i) has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) does not hold any other position within the Group; (iii) does not have any interests in the shares of the Company within the meaning of Part XV of the SFO; and (iv) does not have any relationship with any Director, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, there is no other information which is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters in relation to the proposed appointments of Mr. Zhao and Mr. Tsui that need to be brought to the attention of the Shareholders.

By Order of the Board
Standard Development Group Limited
Liu Zhancheng
Chairman and Executive Director

Hong Kong, 5 September 2025

As at the date of this announcement, the Board comprises Mr. Liu Zhancheng and Mr. Xu Jing as executive Directors; and Dr. Su Lixin, Mr. Liang Rongjin and Dr. Yan Bing as independent non-executive Directors.

  • For identification purposes only