THELLOY DEV (01546) and the offeror, WORLD NEXUS HOLDINGS LIMITED, jointly announced that the company was informed by the vendor and the offeror that on January 23, 2026, the vendor, Mr. Lam, and the offeror entered into a sale and purchase agreement. The vendor conditionally agreed to sell, and the offeror conditionally agreed to purchase, a total of 500.8 million sale shares, representing 62.6% of the company's total issued share capital as of the date of this joint announcement. The total consideration for the sale shares is HK$95.152 million, equivalent to HK$0.19 per sale share. Upon completion, the offeror and parties acting in concert with the offeror will hold interests in a total of 500.8 million shares, representing 62.6% of the company's total issued share capital as of the date of this joint announcement. Under Rule 26.1 of the Takeovers Code, following the completion, the offeror is required to make a mandatory unconditional cash offer for all the issued shares not already owned or agreed to be acquired by the offeror and its concert parties. The cash offer of HK$0.19 per offer share represents a discount of approximately 50.65% compared to the closing price of HK$0.385 per share on January 22, 2026. The company has applied to the Stock Exchange for the resumption of trading of its shares on the Exchange, commencing at 9:00 a.m. on Thursday, January 29, 2026.