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This announcement, for which the directors of WLS Holdings Limited collectively and individually accept
full responsibility, includes particulars given in compliance with the Rules Governing the Listing of
Securities on the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited for the purpose
of giving information with regard to WLS Holdings Limited. The directors, having made all reasonable
enquiries, confirm that, to the best of their knowledge and belief:– (1) the information contained in this
announcement is accurate and complete in all material respects and not misleading; (2) there are no
other matters the omission of which would make any statement in this announcement misleading; and (3)
all opinions expressed in this announcement have been arrived at after due and careful consideration and
are founded on bases and assumptions that are fair and reasonable.
WLS Holdings Limited
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8021)
MEMORANDUM OF UNDERSTANDING IN RELATION TO
THE FORMATION OF A JOINT VENTURE
The Directors are pleased to announce that on 12th October 2007, Wui Loong Scaffolding Works, a
wholly owned subsidiary of the Company, entered into the non-binding MOU with MKP in relation
to the formation of the JV for the purposes of expanding the business in building construction,
infrastructure, property development, natural resources and related industries in the African continent.
This announcement is made pursuant to Rule 17.10 of the GEM Listing Rules.
THE NON-BINDING MOU
Date: 12th October 2007
Parties: Wui Loong Scaffolding Works, a wholly owned subsidiary of the
Company; and
MKP
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To the best knowledge, information and belief of the Directors, having made all reasonable enquiries,
MKP is an Independent Third Party.
Purpose: To expand the business in building construction, infrastructure, property
development, natural resources and related industries in the African
continent
Name of JV: WLS (Oversea Projects) Limited
Place of incorporation and
location of the JV:
Hong Kong
Equity interest: to be discussed and agreed between the JV Parties.
Capital contribution: to be discussed and agreed between the JV Parties.
Scope of business: Principal businesses include: building construction, infrastructure,
property development, natural resources and related industries in the
African continent.
Board of directors: to be discussed and agreed between the JV Parties.
REASONS FOR AND BENEFIT OF ENTERING INTO THE JV
The Group is principally engaged in scaffolding and related construction business, provider of access
equipment, provision of GRC/GRP themed cladding services as well as fitting out services.
MKP has wide experience in building and construction industries in different territories in the African
continent and has extensive network as well as working business relationship in the African territories.
Wui Loong Scaffolding Works has established business association with MKP for over six years,
including the marketing and promoting the patented product of the Metal-Bamboo Matrix Scaffolding
System of Wui Loong Scaffolding Works in Malaysia.
The Directors have always been active in seeking business opportunities overseas, particularly in India,
the African continent and Middle East. By entering into the JV, the Directors believe that it will provide
a good opportunity for the Group to expand its business overseas and to take advantage of the economic
growth and development in the African continent. The Directors consider that the intended expansion of
business in the African continent will present a further geological diversification of the business of the
Group after having established its business in Macau and India.
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The Directors consider that the terms of the non-binding MOU are fair and reasonable and on normal
commercial terms and in the best interests of the Company and the Shareholders as a whole.
GENERAL
The Board wishes to emphasize that no binding agreement in relation to the formation of the JV has
been entered into as at the date of this announcement and the formation of the JV may or may not be
materialized. Shareholders and potential investors are urged to exercise caution when dealing in the
securities of the Company.
DEFINITIONS
The following expressions have the following meanings in this announcement.
“Board” the board of Directors
“Company” WLS Holdings Limited, a company incorporated in the Cayman Islands
with limited liability whose issued Shares are listed on GEM
“Directors” the directors of the Company
“GEM” the Growth Enterprise Market of the Stock Exchange
“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM
“Group” the Company and its subsidiaries
“Hong Kong” Hong Kong Special Administrative Region of the People’s Republic of
China
“Independent Third
Party(ies)”
Independent third party(ies) who is(are) not connected persons of the
Company and is(are) independent of and not connected with the Company
and its connected persons
“JV” an equity joint venture which will be established pursuant to the terms of
the agreement to be agreed between the JV Parties
“JV Parties” Wui Loong Scaffolding Works and MKP
“MKP” MKP Builders Sdn Bhd, a company incorporated under the laws of
Malaysia
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“MOU” the non legally binding memorandum of understanding entered into by
Wui Loong Scaffolding Works and MKP on 12th October 2007 in relation
to the formation of the JV
“Shareholder(s)” the holder(s) of the Share(s)
“Share(s)” ordinary share(s) of HK$0.01 each in the share capital of the Company
“Stock Exchange” , Ltd., a wholly owned subsidiary of the
Company
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
Made by the order of the Board, the directors of which collectively and individually accept responsibility
for the accuracy of this announcement.
As at the date of this announcement, the Board comprises Mr. So Yu Shing (Chairman and Executive
Director), Ms Lai Yuen Mei Rebecca (Executive Director), Mr. Ip Ping Hong Antony (Vice Chairman and
Executive Director), Mr. Kong Kam Wang (Executive Director and Chief Executive Officer), Mr. Woo Siu
Lun (Executive Director), Dr. Fung Ka Shuen (Independent Non-executive Director), Mr. Yeung Po Chin
(Independent Non-executive Director), Mr. Lam Kwok Wing (Independent Non-executive Director) and
Mr. Hui Tung Wah (Non-executive Director).
By Order of the Board
WLS Holdings Limited
So Yu Shing
Chairman
Hong Kong, 12th October 2007
This announcement will remain on the GEM website on the “Latest Company Announcement” page for at
least 7 days from the date of its posting.
for identification purpose only
MEMORANDUM OF UNDERSTANDING IN RELATION TOTHE FORMATION OF A JOINT VENTURE |
