THELLOY DEV (01546) announced that the Board has noted recent unusual fluctuations in the company's share price and trading volume.

According to information provided by the company's controlling shareholder, Cheers Mate Holding Limited (Cheers Mate), Cheers Mate was recently approached by an independent third party (the potential buyer) regarding the possible transfer of some of its equity interests in the company.

Should this matter proceed, it could potentially impact the company's shareholders under the Takeovers Code.

Among the potential buyers, Cheers Mate entered into a non-binding memorandum of understanding with two individuals (the Interested Parties) on December 16, 2025.

Pursuant to this memorandum, the parties agreed that the Interested Parties would conduct due diligence on the Group's affairs.

As of the date of this announcement, the memorandum of understanding has been terminated by mutual agreement of the parties, and discussions with the Interested Parties have ceased.

It must be emphasized that the memorandum was non-binding, and Cheers Mate has not reached any definitive agreement with the Interested Parties.

As of the date of this announcement, (i) Cheers Mate holds an interest in 580 million shares, representing 72.5% of the company's total issued share capital; and (ii) discussions regarding the potential transfer with other potential buyers (excluding the Interested Parties) are at a preliminary stage and ongoing, but no definitive agreement has been reached with any potential buyer.

Therefore, the potential transfer may or may not proceed.

Furthermore, the company has applied to the Stock Exchange for the resumption of trading of its shares on the Exchange, effective from 9:00 a.m. on January 19, 2026.