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)

(1) COMPLETION OF THE SELLING DOWN BY THE CONTROLLING SHAREHOLDER

(2) RESTORATION OF PUBLIC FLOAT; AND (3) RESUMPTION OF TRADING

COMPLETION OF THE SELLING DOWN BY THE CONTROLLING SHAREHOLDER

The Placing by Wkland Investments (the controlling Shareholder) has successfully completed on 24 August 2012. Pursuant to the Placing, Wkland Investments has disposed of 27,007,867 Shares (representing approximately 10.4% of the total issued share capital of the Company) at a price of HK$5.6197 per Share. As informed by the Placing Agent, all the Placing Shares have been placed to independent Placees who are not connected with the directors, the chief executive and the substantial shareholders of Wkland Investments and the Company and their respective subsidiaries and associates (as defined in the Listing Rules) and are not parties acting in concert with Wkland Investments. None of the Placees has become a substantial shareholder (as defined in the Listing Rules) of the Company immediately after completion of the Placing.

RESTORATION OF PUBLIC FLOAT

Immediately after completion of the Placing, Wkland Investments and parties acting in concert with it are interested in 194,763,966 Shares, representing 75% of the total issued share capital of the Company, and will remain as the controlling Shareholder of the Company. The public float of the Company has therefore been restored to 25%, which is in compliance with the 25% minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

RESUMPTION OF TRADING

Trading in the Shares was suspended on the Stock Exchange at the request of the Company with effect from 9 : 00 a.m. on 14 August 2012 pending the restoration of the public float of the Shares. Application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9 : 00 a.m. on 27 August 2012.

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Reference is made to the announcement (the ''Announcement'') of the Company dated 21
August 2012. Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE SELLING DOWN BY THE CONTROLLING SHAREHOLDER

The Company announced that, on 21 August 2012, Wkland Investments entered into a placing agreement with CITIC Securities Corporate Finance (HK) Limited (the ''Placing Agent'') pursuant to which the Placing Agent agreed to place (the ''Placing''), on a fully- underwritten basis, 27,007,867 Shares (representing approximately 10.4% of the total issued share capital of the Company) (the ''Placing Shares'') at a price of HK$5.6197 per Share. The Placing by Wkland Investments (the controlling shareholder) has successfully completed on 24 August 2012. As informed by the Placing Agent:
1. the Placing Shares have been placed to independent corporate and/or institutional placees who are not connected with the directors, the chief executive and the substantial shareholders of Wkland Investments and the Company and their respective subsidiaries and associates (as defined in the Listing Rules) and are not parties acting in concert with Wkland Investments (the ''Placees''). Out of all the Placing Shares, 25,708,000
Placing Shares (representing approximately 9.90% of the total issued share capital of the Company) have been placed to Dragon Stream Investments Limited, which is wholly-owned by CITIC Securities International Company Limited; and
2. none of the Placees has become a substantial shareholder (as defined in the Listing
Rules) of the Company immediately after completion of the Placing.

RESTORATION OF PUBLIC FLOAT

Immediately after completion of the Placing, Wkland Investments and parties acting in concert with it are interested in 194,763,966 Shares, representing 75% of the total issued share capital of the Company, and will remain as the controlling Shareholder of the Company. The public float of the Company has therefore been restored to 25%, which is in compliance with the 25% minimum public float requirement under Rule 8.08(1)(a) of the Listing Rules.

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The following is a summary of the shareholding structure of the Company immediately before and after the completion of the Placing:

Immediately before

completion of the Placing

Approximate
% of the
Company's

Immediately after

completion of the Placing

Approximate
% of the
Company's
Number of
Shares
issued share capital
Number of
Shares
issued share capital

Shareholders

Wkland Investments 221,771,833 85.40 194,763,966 75.00

Public Shareholders

Dragon Stream Investments
Limited - - 25,708,000 9.90
Other Placee - - 1,299,867 0.50
Other public shareholders 37 ,91 3 ,4 5514.603 7 ,913,45514.60

Total 259,685,288 100.00 259,685,288 100.00

RESUMPTION OF TRADING

Trading in the Shares was suspended on the Stock Exchange at the request of the Company with effect from 9 : 00 a.m. on 14 August 2012 pending the restoration of the required public float of the Shares. An application has been made by the Company to the Stock Exchange for the resumption of trading in the Shares on the Stock Exchange with effect from 9 : 00 a.m. on 27 August 2012.
By Order of the Board

Winsor Properties Holdings Limited

Que Dong Wu

Executive Director
24 August 2012, Hong Kong

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As at the date of this announcement, the directors of the Company are:
Executive Directors:
Mr. Zhang Xu, Ms. Que Dong Wu, Mr. Chow Wai Wai, John, Ms. Chen Chou Mei Mei, Vivien and Mr. Au Hing Lun, Dennis
Non-Executive Directors:
Mr. Wang Wen Jin, Mr. Chan Chi Yu, Mr. Cheng Wai Chee, Christopher* and Mr. Cheng
Wai Sun, Edward*
Independent Non-Executive Directors:
Mr. Christopher Patrick Langley, Dr. Lo Ka Shui and Mr. Haider Hatam Tyebjee Barma

* Alternate: Ms. Fung Ching Man, Janet

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