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)

FACILITY AGREEMENT

IMPOSING A SPECIFIC PERFORMANCE OBLIGATION

ON THE CONTROLLING SHAREHOLDER OF THE COMPANY

On 28 December 2012, WPFSL (as borrower), an indirect wholly-owned subsidiary of the Company and a bank (as lender) entered into the Facility Agreement pursuant to which a term and revolving loan facility of up to an aggregate amount of HK$600 million with a final maturity date falling three years after the date of the Facility Agreement would be provided by the bank to WPFSL.
Pursuant to a guarantee dated 28 December 2012 executed by the Company in favour of the bank for its provision of the facility, the Company has covenanted that Vanke Hong Kong shall own at least 51% of beneficial interest in the issued share capital of Future Best (a direct wholly-owned subsidiary of the Company and the immediate holding company of WPFSL) throughout the life of the facility. Failure to comply with this covenant will result in an event of default under the Facility Agreement.
This announcement is made by the board of directors (the ''Board'') of Winsor Properties Holdings Limited (the ''Company'' and together with its subsidiaries, the ''Group'') in compliance with the disclosure requirements under Rule 13.18 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'').
On 28 December 2012, Winsor Properties Financial Services Limited (''WPFSL'') (as borrower) and a bank (as lender) entered into a loan agreement (the ''Facility Agreement'') pursuant to which a term and revolving loan facility of up to an aggregate amount of HK$600 million with a final maturity date falling three years after the date of the Facility Agreement would be provided by the bank to WPFSL. The facility is secured by, amongst other things, the units held by the Group in the industrial building called ''Regent Centre'', which is located at 63 Wo Yi Hop Road and 70 Ta Chuen Ping Street, Kwai Chung, New Territories, Hong Kong. The facility will be used for the purpose of financing the general working capital requirements of any members of the Group.

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As at the date of the Facility Agreement, 75% of the entire issued share capital of the Company is held by Wkland Investments Company Limited, which is wholly-owned by Vanke Property (Hong Kong) Company Limited (''Vanke Hong Kong''). Hence, Vanke Hong Kong is regarded as a controlling shareholder of the Company.
Pursuant to a guarantee dated 28 December 2012 executed by the Company in favor of the bank for its provision of the facility, the Company has covenanted that Vanke Hong Kong shall own at least 51% of beneficial interest in the issued share capital of Future Best Developments Limited (''Future Best'') (a direct wholly-owned subsidiary of the Company and the immediate holding company of WPFSL) throughout the life of the facility. Failure to comply with this covenant will result in an event of default under the Facility Agreement.
Upon the occurrence of an event of default, the bank may by written notice to WPFSL declare all outstanding amounts together with interest accrued and all other sums payable by WPFSL to be immediately due and payable; declare the facility to be terminated whereupon the bank's obligations to make available further advances be immediately ceased; and/or take steps to enforce the collaterals secured under the facility.
The Company will make continuing disclosure in its subsequent interim and annual reports for so long as such obligation on Vanke Hong Kong continues to exist pursuant to the requirements of rule 13.21 of the Listing Rules.
By Order of the Board
Winsor Properties Holdings Limited
Que Dong Wu
Executive Director
28 December 2012, Hong Kong
As at the date of this announcement, the directors of the Company are: Executive Directors:
Mr. Zhang Xu, Ms. Que Dong Wu
Non-Executive Directors:
Mr. Wang Wen Jin, Mr. Chan Chi Yu
Independent Non-Executive Directors (in alphabetical order):
Mr. Chan Wai Hei, William, Mr. Chung Wai Sum, Patrick, Mr. Shium Soon Kong

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