Thelloy Development Group Limited — M&A Activity 2026

Feb 6, 2026

{0}------------------------------------------------

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.

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Thelloy Development Group Limited, nor is it a solicitation of any vote or approval in any jurisdiction. This announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

THELLOY DEVELOPMENT GROUP LIMITED 德萊建業集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1546)

APPOINTMENT OF JOINT INDEPENDENT FINANCIAL ADVISERS

Reference is made to the joint announcement (the "Joint Announcement") dated 28 January 2026 jointly issued by World Nexus Holdings Limited (the "Offeror") and Thelloy Development Group Limited (the "Company") in relation to, among other things, the possible mandatory unconditional cash offer by Lego Securities Limited for and on behalf of the Offeror to acquire all the issued Shares (other than those already owned and/or agreed to be acquired by the Offeror and the Offeror Concert Parties). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Joint Announcement.

This announcement is made pursuant to Rule 2.1 of the Takeovers Code.

{1}------------------------------------------------

The Board announces that Cinda International Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, and Rainbow Capital (HK) Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, have been appointed by the Company as the joint independent financial advisers ("Joint Independent Financial Advisers") to advise the Independent Board Committee in respect of the Offer and, in particular, as to whether the Offer is fair and reasonable and as to the acceptance of the Offer. The appointment of the Joint Independent Financial Advisers has been approved by the Independent Board Committee in accordance with Rule 2.1 of the Takeovers Code.

The letter of advice from the Joint Independent Financial Advisers to the Independent Board Committee will be included in the Composite Document.

WARNING: Shareholders and potential investors of the Company should note that the Offer will only be made if Completion takes place. As Completion is subject to the satisfaction (or waiver, as the case may be) of the Conditions, it may or may not take place and the Offer may or may not proceed. Accordingly, the issue of this announcement does not imply that the Offer will be made or will be completed.

The Directors make no recommendation as to the fairness or reasonableness of the Offer or as to the acceptance of the Offer in this announcement, and strongly recommend the Independent Shareholders not to form a view on the Offer unless and until they have received and read the Composite Document, including the recommendations of the Independent Board Committee in respect of the Offer and the letter of advice from the Joint Independent Financial Advisers.

{2}------------------------------------------------

Shareholders and potential investors are reminded to monitor the announcements to be made by the Company or jointly by the Offeror and the Company in respect of the progress of the Offer and are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

By order of the Board Thelloy Development Group Limited Lam Kin Wing Eddie

Chairman and Executive Director

Hong Kong, 6 February 2026

As at the date of this announcement, the Board comprises three executive Directors namely Mr. Lam Kin Wing Eddie, Mr. Shut Yu Hang and Mr. Lam Arthur Chi Ping, and four independent non-executive Directors namely Mr. Tang Chi Wang, Mr. Tse Ting Kwan, Mr. Wong Kwong On and Ms. Yeung Cheuk Chi Vivian.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.