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					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.




                                                  (Stock Code: 1036)



                             Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of members of Winsor Properties Holdings
Limited (the “Company”) will be held at 8th Floor, One Landmark East, 100 How Ming Street, Kwun Tong,
Kowloon, Hong Kong on Wednesday, 3 June 2009 at 10:00 a.m. for the following purposes:

1.       To receive and consider the audited Financial Statements, the Reports of the Directors and Auditor for
         the year ended 31 December 2008.

2.       To consider and declare a final dividend for the year ended 31 December 2008.

3.       To re-elect Directors.

4.       To re-appoint PricewaterhouseCoopers as Auditor and to authorise the Board to fix its remuneration.

5.       As special business, to consider and, if thought fit, to pass with or without modification the following
         resolutions as Ordinary Resolutions:–

         A.   “THAT a general mandate be and is hereby unconditionally given to the Directors of the
              Company to exercise all the powers of the Company to purchase shares in the Company, provided
              that the aggregate number of shares of HK$0.01 each in the share capital of the Company to be
              purchased under this mandate on The Stock Exchange of Hong Kong Limited or any other stock
              exchange recognised for this purpose by the Securities and Futures Commission and The Stock
              Exchange of Hong Kong Limited under the Code on Share Repurchases shall not exceed 10% of
              the existing issued share capital of the Company as at the date of the passing of this Resolution and
              that this mandate shall only continue in force until the conclusion of the next Annual General
              Meeting of the Company, or the expiration of the period within which the next Annual General
              Meeting of the Company is required by law or by the Company’s Articles of Association to be
              held, or the date of revocation or variation of this mandate by an ordinary resolution of the
              members in general meeting, whichever is the earliest.”

         B.   “THAT a general mandate be and is hereby unconditionally given to the Directors of the
              Company to allot or issue shares, and to make and grant offers, agreements and options which
              would or might require shares to be allotted, issued or disposed of, whether during the continuance
              of this mandate or thereafter, provided that the aggregate number of shares allotted or agreed to be
              allotted under this mandate otherwise than pursuant to (i) a rights issue; or (ii) any issue of shares
              of the Company as scrip dividends or similar arrangement providing for allotment of shares in lieu
              of the whole or part of a dividend on shares of the Company pursuant to Articles of Association of
              the Company in force from time to time, shall not exceed the aggregate of:

              (a)    20% of the existing issued share capital of the Company at the date of the passing of this
                     Resolution; and




                                                       - 1 -
           (b)   (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the
                 Company) the number of any shares repurchased by the Company subsequent to the passing
                 of this Resolution;
           and that this mandate shall only continue in force until the conclusion of the next Annual General
           Meeting of the Company, or the expiration of the period within which the next Annual General
           Meeting of the Company is required by law or by the Company’s Articles of Association to be
           held, or the date of revocation or variation of this mandate by an ordinary resolution of the
           members in general meeting, whichever is the earliest.”

     C.    “THAT a general mandate be and is hereby unconditionally given to the Directors of the
           Company to exercise the general mandate given to them pursuant to Ordinary Resolution 5B set
           out in the notice convening this meeting in respect of the number of shares referred to in paragraph
           (b) of that Resolution.”

6.   As special business, to consider and, if thought fit, to pass with or without modification the following
     resolution as a Special Resolution:–

     (i)   “THAT the Articles of Association of the Company be and are hereby amended by:

           (a)   inserting the following definition immediately after the definition of “Board” in Article 2:

                 business                “business day” shall have the meaning ascribed thereto in the Listing
                 day                     Rules;

           (b)   deleting the definition of “the Companies Law/the Law” in Article 2 in its entirety and
                 substituting therefor the following new definition:

                 the Companies Law/ “the Companies Law” or “the Law” shall mean the Companies Law
                 the Law            (2007 Revision), Cap. 22 of the Laws of the Cayman Islands and any
                                    amendments thereto or re-enactments thereof for the time being in
                                    force and includes every other law incorporated therewith or
                                    substituted therefor;

           (c)   inserting the following definitions immediately after the definition of “dollars/HK$” in
                 Article 2:

                 electronic              “electronic” shall have the meaning ascribed thereto in the Electronic
                                         Transactions Law;

                 electronic means        “electronic means” includes sending or otherwise making available
                                         to the intended recipients of the communication in electronic format;

                 Electronic Signature “Electronic Signature” shall mean an electronic symbol or process
                                      attached to or logically associated with an electronic communication
                                      and executed or adopted by a person with the intent to sign the
                                      electronic communication;

                 Electronic              “Electronic Transactions Law” means the Electronic Transactions
                 Transactions Law        Law (2003 Revision) of the Cayman Islands and any amendments
                                         thereto or re-enactments thereof for the time being in force and
                                         includes every other law incorporated therewith or substituted
                                         therefor;

           (d)   deleting the words “not less than 21 days’” immediately after the words “at a general
                 meeting of which” in the 6th line of the definition of “special resolution” in Article 2;




                                                 - 2 -
(e)   inserting the following definition immediately after the definition of “singular and plural” in
      Article 2:

      Section 8 of the          Section 8 of the Electronic Transactions Law shall not apply to the
      Electronic                Company;
      Transactions Law


(f)   deleting the words “, and that any holder of shares of the class present in person or by proxy
      may demand a poll” from the end of Article 6(a);

(g)   inserting the words “or by announcement published in accordance with the Listing Rules”
      immediately after the words “the newspapers” in the 2nd line of Article 44;

(h)   deleting Article 73(a) in its entirety and substituting therefor the following new Article 73(a):

      “Notice of         73.(a)     An annual general meeting (whether for the passing of a special
       meetings                     resolution and/or an ordinary resolution) and any extraordinary
                                    general meeting called for the passing of a special resolution
                                    shall be called by not less than 21 days’ notice or 20 clear
                                    business days’ notice in writing (whichever is longer) and any
                                    other extraordinary general meeting shall be called by not less
                                    than 14 days’ notice or 10 clear business days’ notice in writing
                                    (whichever is longer). Subject to the requirements of the
                                    Listing Rules, the notice shall be exclusive of the day on which
                                    it is served or deemed to be served and of the day for which it is
                                    given, and shall specify the time, place, and agenda of the
                                    meeting, particulars of the resolutions to be considered at the
                                    meeting and in the case of special business (as defined in
                                    Article 75) the general nature of that business. The notice
                                    convening an annual general meeting shall specify the meeting
                                    as such, and the notice convening a meeting to pass a special
                                    resolution shall specify the intention to propose the resolution
                                    as a special resolution. Notice of every general meeting shall be
                                    given to the Auditors and to all members other than such as,
                                    under the provisions hereof or the terms of issue of the shares
                                    they hold, are not entitled to receive such notice from the
                                    Company.”;

(i)   deleting the words “, on a poll,” immediately after the words “to attend and” in the 3rd line
      of Article 73(c);

(j)   deleting Article 80 in its entirety and substituting therefor the following new Article 80:

      “Voting at          80.       At any general meeting a resolution put to the vote of the
       general                      meeting shall be taken by poll. The Company shall announce
       meetings                     the results of the poll in the manner prescribed under the Listing
                                    Rules.”;

(k)   deleting Articles 81(a) and 81(b) in their entirety and substituting therefor the following new
      Article 81:

      “Poll               81.       A poll shall (subject as provided in Article 82) be taken in such
                                    manner (including the use of ballot or voting papers or tickets)
                                    as the Chairman directs.”;




                                       - 3 -
(l)   deleting Article 82 in its entirety and substituting therefor the following new Article 82:

      “In what case       82.       Any poll on the election of a Chairman of a meeting or on any
       poll taken                   question of adjournment shall be taken forthwith without
       without                      adjournment.”;
       adjournment

 (m) deleting Article 83 in its entirety and substituting therefor the following new Article 83:

      “Chairman to        83.       In the case of an equality of votes, the Chairman of the meeting
       have casting                 shall be entitled to a second or casting vote.”;
       vote

 (n) deleting Article 85 in its entirety and substituting therefor the following new Article 85:

      “Votes of           85.       Subject to any special rights, privileges or restrictions as to
       members                      voting for the time being attached to any class or classes of
                                    shares, on a poll at any general meeting every member present
                                    in person (or, in the case of a member being a corporation, by its
                                    duly authorised representative) or by proxy shall have one vote
                                    for each share registered in his name in the register. A member
                                    entitled to more than one vote is under no obligation to cast all
                                    his votes in the same way.”;

 (o) deleting Article 88 in its entirety and substituting therefor the following new Article 88:

      “Votes of     88.             A member in respect of whom an order has been made by any
       member of                    competent court or official on the grounds that he is or may be
       unsound mind                 suffering from mental disorder or is otherwise incapable of
                                    managing his affairs may vote by any person authorised in such
                                    circumstances to do so, and such person may vote by proxy.”;

 (p) deleting the words “to demand or join in demanding a poll and” immediately after the words
     “confer authority” in the 2nd line of Article 94;

 (q) deleting Article 124 in its entirety and substituting therefor the following new Article 124:

      “Convening of 124.            A Director may, and on request of a Director the Secretary shall,
       board meeting                at any time summon a meeting of the Board. Notice thereof
                                    shall be given to each Director either in writing or by telephone
                                    or by facsimile, telex or telegram or by electronic means at the
                                    address or telephone, facsimile or telex number, or electronic
                                    mail number or address, from time to time notified to the
                                    Company by such Director or in such other manner as the Board
                                    may from time to time determine provided that notice need not
                                    be given to any Director or alternate Director for the time being
                                    absent from Hong Kong.”;

 (r) deleting Article 167(a) in its entirety and substituting therefor the following new Article
     167(a):

      “Service of         167.(a)   Except as otherwise provided in these Articles, any notice or
       notice                       document (including a share certificate) may be served by the
                                    Company or by the Board on any member either personally or
                                    by sending it through the post in a prepaid letter addressed to
                                    such member at his registered address as appearing in the
                                    register or, to the extent permitted by the Listing Rules and all
                                    applicable laws and regulations, by electronic means, including
                                    but not limited to electronic mail number or address or website
                                    supplied by the member to the Company or by making it


                                       - 4 -
                                    available for examination by the member using electronic
                                    means, including the posting of such notice or document on the
                                    Company’s website or web pages, provided that if any such
                                    notice or document is to be sent or made available to any
                                    member by using electronic means, the Company or the Board
                                    must first have received from the relevant member (a) an
                                    express positive confirmation in writing or (b) the member’s
                                    deemed consent in the manner prescribed under the Listing
                                    Rules that the member wants to receive or to have made
                                    available to him such notice or document by the electronic
                                    means that the Company or the Board have suggested or (in the
                                    case of notice) by advertisement published in the manner
                                    prescribed under the Listing Rules. In the case of joint holders
                                    of a share, all notices shall be given alone to that joint holder
                                    first named in the register and notice so given shall be sufficient
                                    notice to all the joint holders.”;

(s) deleting Article 168 in its entirety and substituting therefor the following new Article 168:

      “Members out 168.             A member shall be entitled to have notice served on him at any
       of Hong Kong                 address within Hong Kong. The Company shall give notice
                                    sufficient to enable members, whose registered addresses are in
                                    Hong Kong, to exercise their rights or comply with the terms of
                                    the notice. Any member who has not given an express positive
                                    confirmation in writing to the Company or is not deemed to
                                    have given an express confirmation in the manner specified in
                                    the Listing Rules to receive or otherwise have made available to
                                    him notices and documents to be given or issued to him by the
                                    Company by electronic means and whose registered address is
                                    outside Hong Kong may notify the Company in writing of an
                                    address in Hong Kong which for the purpose of service of
                                    notice shall be deemed to be his registered address. A member
                                    who has no registered address in Hong Kong shall be deemed to
                                    have received any notice which shall have been displayed at the
                                    principal office of the Company and shall have remained there
                                    for a period of 24 hours and such notice shall be deemed to have
                                    been received by such member on the day following that on
                                    which it shall have been first so displayed, provided that,
                                    without prejudice to the other provisions of these Articles,
                                    nothing in this Article 168 shall be construed as prohibiting the
                                    Company from sending, or entitling the Company not to send,
                                    notices or other documents of the Company to any member
                                    whose registered address is outside Hong Kong.”;

(t)   adding the following sentence at the end of Article 169:

      “When notice       169.       Any notice or document sent or made available by using
       by post                      electronic means as provided herein shall be deemed to have
       deemed to be                 been served or delivered on the day following that on which it
       served                       is successfully transmitted or at such later time as may be
                                    prescribed by the Listing Rules or any applicable laws or
                                    regulations.”;




                                      - 5 -
                (u) deleting the Article 172 in its entirety and substituting therefor the following new Article 172:

                     “Notice valid       172.      Any notice or document delivered or sent by post or sent by
                      though                       electronic means or left at the registered address of any
                      member                       member in pursuance of these Articles, shall notwithstanding
                      deceased                     that such member be then deceased and whether or not the
                                                   Company has notice of his death be deemed to have been duly
                                                   served in respect of any registered shares whether held solely
                                                   or jointly with other persons by such member until some other
                                                   person be registered in his stead as the holder or joint holder
                                                   thereof, and such service shall for all purposes of these
                                                   Articles be deemed a sufficient service of such notice or
                                                   document on his personal representatives and all persons (if
                                                   any) jointly interested with him in any such shares.”; and

                (v) deleting Article 173 in its entirety and substituting therefor the following new Article 173:

                     “How notice to      173.      The signature to any notice to be given by the Company may be
                      be signed                    written or printed by means of facsimile or, where relevant, by
                                                   Electronic Signature.”

         (ii)   “THAT the Articles of Association of the Company consolidating all of the proposed
                amendments referred to in paragraph (i) above and all previous amendments made pursuant to
                resolutions passed by the members of the Company at general meetings in the form produced to
                the meeting, a copy of which has been produced to this meeting and marked “A” and initialled by
                the chairman of this meeting for the purpose of identification, be and are hereby approved and
                adopted as the Articles of Association of the Company in substitution for and to the exclusion of
                all the existing Articles of Association of the Company with immediate effect.”


                                                                       By Order of the Board
                                                              WINSOR PROPERTIES HOLDINGS LIMITED
                                                                          AU Shiu Kee
                                                                        Company Secretary

Hong Kong, 28 April 2009

Notes:

1.       A member entitled to attend and vote is entitled to appoint not more than 2 persons (who must be
         individuals) as his/her proxies to attend and vote on his or her behalf. A proxy need not be a member of
         the Company.

2.       In order to be valid, the form of proxy must be deposited at the principal place of business of the
         Company at 8th Floor, One Landmark East, 100 How Ming Street, Kwun Tong, Kowloon, Hong Kong
         not less than 48 hours before the time fixed for the holding of the meeting or any adjournment thereof.

3.       The Transfer Books and the Register of Members of the Company in Hong Kong will be closed from
         1 to 3 June 2009, both days inclusive. In order to qualify for the final dividend and to be eligible to
         attend the meeting, all transfers accompanied by the relevant share certificates must be lodged with the
         Company’s Hong Kong Share Registrars, Computershare Hong Kong Investor Services Limited, Shops
         1712–16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than
         4:30 p.m. on Friday, 29 May 2009.

4.       A circular containing information in connection with agenda items 3, 5 and 6 above will be sent to the
         members of the Company.


                                                      - 6 -
As at the date of this Announcement, the directors of the Company are :-

Executive Directors:
Mr. Chow Wai Wai, John, Mrs. Chen Chou Mei Mei, Vivien, Mr. Chung Hon Sing, John and Mr. Au Hing Lun,
Dennis

Non-Executive Directors:
Mr. Cheng Wai Chee, Christopher* and Mr. Cheng Wai Sun, Edward*

Independent Non-Executive Directors:
Lord Sandberg, Mr. Christopher Patrick Langley, Dr. Lo Ka Shui and Mr. Haider Hatam Tyebjee Barma

* Alternate: Ms. Fung Ching Man, Janet




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