Thelloy Development Group Limited — M&A Activity 2026

Mar 12, 2026

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)

CHANGE IN COMPOSITION OF INDEPENDENT BOARD COMMITTEE

References are made to (i) the announcement jointly issued by Thelloy Development Group Limited (the "Company") and World Nexus Holdings Limited (the "Offeror") dated 28 January 2026 in relation to, among other things, the possible Offer and the establishment of the Independent Board Committee and (ii) the announcement jointly issued by the Company and the Offeror dated 12 February 2026 in relation to, among other things, the Completion and the Offer (collectively, the "Joint Announcements"). Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meaning as those defined in the Joint Announcements.

Mr. Wong Kwong On (being an independent non-executive Director) has informed the Company that, due to recent developments, it has come to his attention that his law firm represents certain clients, who are independent third parties to the Company, in on-going legal disputes involving claims against companies controlled by Mr. Ng and his family, Mr. Choi and Mr. Soong. Mr. Wong Kwong On has therefore ceased to be a member of the Independent Board Committee.

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As a result of the above, the Independent Board Committee comprises Mr. Tang Chi Wang, Mr. Tse Ting Kwan and Ms. Yeung Cheuk Chi Vivian, being all the remaining independent non-executive Directors.

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.

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, 12 March 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

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