This Document Is Important and Requires Your Immediate Attention

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Winsor Properties Holdings Limited, you should at once hand this circular together with the form of proxy (enclosed in this circular) to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1036)

CIRCULAR TO SHAREHOLDERS ON RE-ELECTION OF RETIRING DIRECTORS AND AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION TO BE PROPOSED AT THE 2005 ANNUAL GENERAL MEETING AND NOTICE OF ANNUAL GENERAL MEETING

27 July 2005

DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“2005 Annual General Meeting” the annual general meeting of the Company to be held on Thursday, 25 August 2005 at 12:00 noon

“Articles of Association” the Articles of Association of the Company adopted on 30 October 1996 incorporating amendments made up to 26 August 2004

“Code on Corporate Governance Practices” the Code on Corporate Governance Practices set out in Appendix 14 of the Listing Rules

“Code Provision” any of the Code Provisions set out in the Code on Corporate Governance Practices

“Company” Winsor Properties Holdings Limited, a company duly incorporated with limited liability in the Cayman Islands and whose shares are listed and traded on the Stock Exchange

“Directors” the directors of the Company

“HK$” Hong Kong dollars

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Retiring Directors” the Directors retiring and offering themselves for re- election at the 2005 Annual General Meeting in accordance with the Articles of Association

“SFO” the Securities and Futures Ordinance (Cap 571 of the Laws of Hong Kong)

“Stock Exchange” The Stock Exchange of Hong Kong Limited

- 1 -

LETTER FROM THE CHAIRMAN

( ) (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1036)

Directors: Registered Office: CHENG Wai Chee, Christopher, GBS, JP + Chairman P. O. Box 309, CHOW Wai Wai, John Managing Director Ugland House, Lord SANDBERG, CBE * South Church Street, Christopher Patrick LANGLEY, OBE * George Town, HO Fook Hong, Ferdinand * Grand Cayman, LO Ka Shui, GBS, JP * CAYMAN ISLANDS. Haider Hatam Tyebjee BARMA, GBS, CBE, ISO, JP * CHENG Wai Sun, Edward, JP + Principal Place of Business: TANG Ming Chien, Manning + 2/F., East Ocean Centre, LAM Woon Bun 98 Granville Road, CHEN CHOU Mei Mei, Vivien Tsimshatsui East, CHUNG Hon Sing, John Kowloon, CHOW Wei Lin HONG KONG.

*Independent Non-Executive Director +Non-Executive Director

27 July 2005

To the Shareholders

Dear Sir or Madam,

CIRCULAR TO SHAREHOLDERS ON RE-ELECTION OF RETIRING DIRECTORS AND AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION TO BE PROPOSED AT THE 2005 ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the 2005 Annual General Meeting. These include (i) the ordinary resolutions proposing election of the Retiring Directors; and (ii) the special resolution amending the Articles of Association.

- 2 -

LETTER FROM THE CHAIRMAN

RE-ELECTION OF RETIRING DIRECTORS

Mr. Haider Barma was appointed Director on 17 May 2005. Pursuant to the provisions of Article 99 of the Company’s Articles of Association, he shall retire at the 2005 Annual General Meeting and, being eligible, offers himself for re-election.

Pursuant to Article 116 of the Articles of Association, the Directors retiring by rotation at the 2005 Annual General Meeting are Mr. Cheng Wai Sun, Edward, Mrs. Chen Chou Mei Mei, Vivien, Mr. Tang Ming Chien, Manning and Mr. Chung Hon Sing, John and they, being eligible for re-election, offer themselves for re- election at the 2005 Annual General Meeting.

Details of the Retiring Directors as required to be disclosed by the Listing Rules are set out in the Appendix to this circular.

AMENDMENTS TO ARTICLES OF ASSOCIATION

For the purpose of complying with the requirement of Code Provision A.4.2 set out in the Code on Corporate Governance Practices that every director should be subject to retirement by rotation at least once every three years, the Directors propose to amend Article 116 of the Articles of Association of the Company.

The amendments proposed to be made to the said Article are set out in the notice convening the 2005 Annual General Meeting

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2005 Annual General Meeting to be held on Thursday, 25 August 2005 at 12:00 noon is set out on pages 7 to 8 of this circular. A poll on the resolutions proposed at the 2005 Annual General Meeting may be demanded by:

(a) the chairman of the meeting; or

(b) at least five members present in person or by proxy and entitled to vote; or

(c) any member or members present in person or by proxy and representing in the aggregate not less than one-tenth of the total voting rights of all members having the right to attend and vote at the meeting; or

(d) any member or members present in person or by proxy and holding shares conferring a right to attend and vote at the meeting on which there have been paid up sums in the aggregate equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

- 3 -

LETTER FROM THE CHAIRMAN

A form of proxy for use at the 2005 Annual General Meeting is also enclosed herewith. To be valid, the form of proxy must be completed in accordance with the instructions printed thereon and returned, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority, to the principal place of business of the Company at 2/F., East Ocean Centre, 98 Granville Road, Tsimshatsui East, Kowloon, Hong Kong not later than 48 hours before the time appointed for holding the 2005 Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending in person and voting at the 2005 Annual General Meeting or any adjournment thereof should you so wish. In such event, the appointment of the proxy will be deemed to be revoked.

RECOMMENDATION

The Directors consider that the special resolution as set out in the Notice of Annual General Meeting is in the best interests of the Company and its shareholders. Accordingly, the Directors recommend all shareholders to vote in favour of such resolution at the 2005 Annual General Meeting.

Yours faithfully,

CHENG WAI CHEE, CHRISTOPHER Chairman

- 4 -

APPENDIX DETAILS OF RETIRING DIRECTORS

The following are the particulars of the Retiring Directors (as required by the Listing Rules) proposed to be re- elected at the 2005 Annual General Meeting:

1. Mr. CHENG Wai Sun, Edward, JP, aged 50, was appointed Non-executive Director in December 1999. He is the Chief Executive of USI Holdings Limited, a listed company in Hong Kong. Mr. Cheng has a master degree from Oxford University. He was qualified as a solicitor in England and Wales as well as in Hong Kong. Mr. Cheng is the Chairman of the Urban Renewal Authority, a member of the Hong Kong SAR Government’s Steering Committee on Innovation and Technology, the Advisory Committee on Corruption of the Independent Commission Against Corruption, the Council of City University of Hong Kong and the Council of the Hong Kong Institute of Certified Public Accountants. Mr. Cheng is a brother of Mr. Cheng Wai Chee, Christopher. Save as disclosed herein, Mr. Cheng does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has a deemed interest in 71,790,500 shares of the Company within the meaning of Part XV of the SFO. There is no service contract between Mr. Cheng and the Company. He is paid an annual fee of HK$20,000.00 for acting as a Non-Executive Director of the Company. When re-elected, Mr. Cheng will be subject to retirement by rotation pursuant to Article 116 of the Articles of Association.

2. Mr. Haider Hatam Tyebjee BARMA, GBS, CBE, ISO, JP, aged 61, was appointed Independent Non- Executive Director of the Company in May 2005. He is also the Chairman of the Remuneration Committee of the Board of Directors of the Company. Mr. Barma graduated with a Bachelor of Arts degree from the University of Hong Kong and worked in the Government of Hong Kong for 30 years. After retiring from the civil service in 1996, he has served as Chairman of the Public Service Commission from August 1996 to April 2005. He does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company nor is he holding any interest in the shares of the Company within the meaning of Part XV of the SFO. There is no service contract between Mr. Barma and the Company. He is paid an annual fee of HK$20,000.00 for acting as an Independent Non-Executive Director of the Company. When re-elected, Mr. Barma will be subject to retirement by rotation pursuant to Article 116 of the Articles of Association.

3. Mr. TANG Ming Chien, Manning, aged 54, was appointed Non-Executive Director of the Company in August 2001. He also serves as an executive director of Winsor Industrial Corporation, Limited since December 1996. He graduated with a Master degree in Fibre Science and Technology from Leeds University in U. K. and has over 20 years of experience in the woollen knitwear business. Mr. Tang does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. He has a personal interest in 600,000 shares of the Company within the meaning of Part XV of the SFO. There is no service contract between Mr. Tang and the Company. He is paid an annual fee of HK$20,000.00 for acting as a Non-Executive Director of the Company. When re-elected, Mr. Tang will be subject to retirement by rotation pursuant to Article 116 of the Articles of Association.

- 5 -

APPENDIX DETAILS OF RETIRING DIRECTORS

4. Mrs. CHEN CHOU Mei Mei, Vivien, aged 56, was appointed Director of the Company in October 1996. She is also a director of certain subsidiaries of the Company and a number of private companies in Hong Kong and abroad. Mrs. Chen graduated with a Bachelor of Arts degree from the University of Colorado in the US and has over 20 years’ experience in investments, in particular, property related investments. She is the daughter of Mr. Chou Wen Hsien, a substantial shareholder of the Company. Save as disclosed above, Mrs. Chen does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company. She has a personal interest in 70,000 shares of the Company within the meaning of Part XV of the SFO. There is no service contract between Mrs. Chen and the Company and its subsidiaries. Her emoluments, comprising an annual fee, a salary on a monthly basis and a discretionary bonus, are determined by reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions. When re-elected, Mrs. Chen will be subject to retirement by rotation pursuant to Article 116 of the Articles of Association.

5. Mr. CHUNG Hon Sing, John, aged 64, was appointed Director of the Company in October 1996. He is also a director of certain subsidiaries of the Company. Mr. Chung graduated from the University of Hong Kong with a Bachelor of Arts degree and later from the Michigan State University in the US with a Master degree in Business Administration. He has been involved in property development in both Hong Kong and Mainland China since the 1970’s. Mr. Chung does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders of the Company nor is he holding any interest in the shares of the Company within the meaning of Part XV of the SFO. There is no service contract between Mr. Chung and the Company and its subsidiaries. His emoluments, comprising an annual fee, a salary on a monthly basis and a discretionary bonus, are determined by reference to the Company’s performance and profitability, as well as remuneration benchmark in the industry and the prevailing market conditions. When re-elected, Mr. Chung will be subject to retirement by rotation pursuant to Article 116 of the Articles of Association.

- 6 -

NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1036)

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of the Company will be held at Room 304, 3rd Floor, East Ocean Centre, 98 Granville Road, Tsimshatsui East, Kowloon, Hong Kong on Thursday, 25 August 2005 at 12:00 noon for the following purposes:-

1. To receive and consider the Statement of Accounts and the Reports of the Directors and Auditors for the year ended 31 March 2005 and to declare a Final Dividend.

2. To re-elect Directors and to authorise the Board to fix the remuneration of the Directors with power to delegate any of such powers to a committee consisting of such member or members of the Board as the Board thinks fit and to remunerate the members of any such committee.

3. To re-appoint PricewaterhouseCoopers as Auditors and to authorise the Board to fix their remuneration.

As special business, to consider and, if thought fit, to pass with or without modification the following resolution:–

Special resolution:

4. “THAT Article 116 of the Articles of Association of the Company be and is hereby amended by deleting in the 1st and 2nd lines of that Article the words “(other than the Managing Director or Joint Managing Director)” and deleting in the 3rd line of that Article the word “exceeding” and substituting therefor the words “less than”.”

By Order of the Board

WONG Hau Yan, Helvin Company Secretary

Hong Kong, 27 July 2005.

- 7 -

NOTICE OF ANNUAL GENERAL MEETING

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, on a poll, 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 2nd Floor, East Ocean Centre, 98 Granville Road, Tsimshatsui East, 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 22 August to 25 August 2005, 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 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Friday, 19 August 2005.

4. A circular containing information in connection with agenda items 2 and 4 above will be sent to shareholders together with the 2004-2005 Annual Report.

- 8 -