EX-99.1 5 ea023012301ex99-1_wfholding.htm OPINION OF HALIM HONG & QUEK REGARDING CERTAIN MALAYSIAN LAW MATTERS

Exhibit 99.1

 

 

PARTNERS
Dato’ Quek Ngee Meng
Hong Chin Heng

Abdul Halim Abd Manaf

Thoo Yee Huan
Chong Lee Hui

Chuah Jun Wen

Lim Yoke Wah
Lim Jus Tine

Goh Li Fei

Low Khye Yen

Ankit R Sanghvi

Lum Man Chan

Noelle Low Pui Voon

Ong Johnson

 

Lo Khai Yi

PRINCIPAL ASSOCIATE
Elise Ng Yee Suang

 

 

Chau Yen Shen

 

Tham Suet Leng

     

SENIOR ASSOCIATES

Tan Poh Yee

Wong Kuai Yi

Mandi Soh Hui Shee
Tan Keen Ling

Teoh Jackline

Jasmine Tang Huixin

Hee Sue Ann

Sharifa Nurliliyana

 

Janice Ooi Jia Ming

Kanagaambigy A/P Elamparithi

Winn Wong Huang Wee

Kelvin Chee Wei Jia

 

 

 

 

ASSOCIATES

Laurel Lim Mei Ying

Nur Anis Amani

Hilary Lim Chiao Hann

Noorvieana Lim

Jeccy Khor Jing Chi

Ainie Ajiera Binti Rosman

Loong Shi Yi

Zach Shaw Ke-Wei 

Vicky Yap Wei Zhee

Chew Jin Heng

Wan Nur Farihin

Chai Hui Wen

 

Tan Zhen Chao

Boey Kai Qi

Tay Yu Rong

Meyer Thor Xiao Xin

 

Nicole Shieh E-Lyn

Tee Wei Lyn

Khor Angie

Darren Goh Wey Hong

 

Lee Xin Hui

Lim Ting Mei

Esther Lee Zhi Qian

Chew Sin Yun

 

Date: 11 February 2025

 

The Board of Directors

WF HOLDING LIMITED

Lot 3893, Jalan 4D

Kg. Baru Subang, Seksyen U6

40150, Shah Alam, Selangor, Malaysia

BY EMAIL

 

Dear Sirs,

 

RE:LEGAL OPINION ON MALAYSIAN LAW IN CONNECTION WITH THE PROPOSED OFFERING AND LISTING OF THE ENTIRE ORDINARY SHARES OF WF HOLDING LIMITED (“COMPANY”) ON THE NASDAQ STOCK MARKET (“NASDAQ”) (“PROPOSED LISTING”)

 

1.Introduction

 

1.1We have been instructed to issue this legal opinion (“Opinion”) in our capacity as Malaysian legal advisers to the Company, a company incorporated under the laws of the Cayman Islands, in relation to the Proposed Listing.

 

2.Purpose

 

2.1This Opinion is given to the Company solely for its benefit in connection with the Company’s registration statement on Form F-1, including all amendments or supplements thereto (“Registration Statement”), filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) under the U.S. Securities Act of 1933, as amended, in relation to the Proposed Listing.

 

3.Opinion

 

3.1Based on the foregoing and subject to the qualifications herein, we are of the opinion that:

 

(a)the subsidiary of the Company, Win-Fung Fibreglass Sdn Bhd (“Malaysian Subsidiary”) which is incorporated in Malaysia has been duly incorporated, is validly existing as a limited liability company and in good standing1. To the best of our knowledge after due inquiry, the Malaysian Subsidiary is not involved in any material litigation proceeding, arbitration proceeding or winding-up proceeding.

 

 

1The parameters for assessing the good standing of a company in this Opinion are:

 

(a)that the Malaysian Subsidiary is in existence and is not in the process of being wound up or struck off or dissolved;

(b)that the Malaysian Subsidiary is not dormant as per the record of Companies Commission of Malaysia;

(c)that the Malaysian Subsidiary has a registered address;

(d)that the Malaysian Subsidiary and its directors do not have any outstanding compound with Companies Commission of Malaysia; and

(e)that the Malaysian Subsidiary do not have any material litigation cases pending against it.

 

  

 

 

 

HALIM HONG & QUEK

Advocates & Solicitors

Page 2 of 2

 

(b)all statements set forth in the Registration Statement under the captions ‘Enforceability of Civil Liabilities’, ‘Government Regulations’ and ‘Malaysia Taxation’ in each case insofar as such statements describe or summarise Malaysian laws or proceedings referred to therein, are true and accurate in all material respects, and fairly present and summarise in all material respects the Malaysian laws or proceedings referred to therein, and nothing has been omitted from such statements which would make the same misleading in any material respects; and

 

(c)the statements made in the Registration Statement under the captions ‘Enforceability of Civil Liabilities’, ‘Regulations’ and ‘Malaysia Taxation’ constitutes our opinions.

 

4.Qualifications

 

4.1Our Opinion is subject to the following qualifications:

 

(a)we have relied on the truth, accuracy and completeness of factual statements or representations provided to us by any director, officer or other representative of Malaysian Subsidiary, whether or not in writing, in respect of matters concerning the Company and the Malaysian Subsidiary;

 

(b)this Opinion is limited strictly to the matters stated herein and does not apply by implication to any other matters;

 

(c)we express no opinion with regard to the effect of any systems of law (other than Malaysian law) including in cases where, under Malaysian law, any foreign law should be applied, and we therefore assume that any applicable law (other than Malaysian law) would not affect or qualify this Opinion;

 

(d)this Opinion relates only to the laws of general application in Malaysia as at the date of this Opinion and shall be construed in accordance with Malaysian laws and regulations which are in force as at the date of this Opinion; and

 

(e)no obligation is assumed to update this Opinion in respect of any changes of law or other matters (including matters of fact) coming to our knowledge and occurring after the date of this Opinion, which may, affect this Opinion in any respect.

 

5.We hereby consent to the use of this Opinion in, and the filing hereof as an exhibit to, the Registration Statement, and to the references to our name in such Registration Statement.

 

Thank you.

 

Yours faithfully,

 

/s/ HALIM HONG & QUEK