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.