CONTINUING CONNECTED TRANSACTION: LEASING OF PROPERTY

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1 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) CONTINUING CONNECTED TRANSACTION: LEASING OF PROPERTY The Directors announce that on 20 January 2009, Winnion, an indirect wholly-owned subsidiary of the Company, entered into the Offer Letter in respect of the leasing of 5th Floor of W Square, Nos Hennessy Road, Wanchai, Hong Kong for a term of two years commencing on 1 April 2009 with Cateavon. Cateavon is a 30% jointly controlled entity of USI and is therefore an associate of USI under the Listing Rules. USI is the holding company of the Company and together with its subsidiaries, holds approximately 79.26% of the issued share capital of the Company. The entering of the Offer Letter therefore constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. The consideration for the Offer Letter on an annual basis falls within the threshold prescribed in Rule 14A.34 of the Listing Rules. The Offer Letter is subject to the reporting and announcement requirements and is exempt from the independent shareholders approval requirements under Chapter 14A of the Listing Rules. Leasing of Property The Directors announce that on 20 January 2009, Winnion, an indirect wholly-owned subsidiary of the Company, entered into the Offer Letter with Cateavon. Particulars of the Offer Letter are set out below. 1

2 Date: 20 January 2009 Landlord: Winnion Tenant: Cateavon Premises: 5th Floor of W Square, with a total gross floor area of approximately 5,511 square feet. Term: Two years from 1 April 2009 to 31 March 2011 (both days inclusive). Break clause: Cateavon shall have the right to terminate the tenancy at any time after the expiry of the first year of the lease term and shall give to Winnion not less than 3 months notice in writing. Such notice shall not be served on Winnion prior to 1 April Rental: HK$110, per month payable in cash, exclusive of management and air-conditioning charges, government rates, and all outgoings. Rent free period: A maximum of two months: (i) The 1st month of the lease term; (ii) Another maximum 1 month to be granted at the end of the lease term, the length of this rent free is pro-rata on 1-month per year basis. Management and air-conditioning charges: HK$35, per month payable in cash (subject to periodic review by Winnion). The Offer Letter constitutes valid, legally binding and enforceable obligations to both Winnion and Cateavon. Both parties have agreed to execute the formal tenancy agreement on or before the date falling six days after the date of receipt of the draft tenancy agreement from Winnion or Winnion s solicitors or on or before 1 April 2009, whichever date is the earlier. Annual Caps The maximum consideration payable by Cateavon to Winnion pursuant to the terms of the Offer Letter during the three years ending 31 December 2009, 31 December 2010 and 31 December 2011 amount to approximately HK$1,232,000, HK$1,642,000 and HK$411,000 respectively. 2

3 Reasons for and benefits of the Offer Letter W Square is held by Winnion as an investment property for rental income. There was no rental income derived from the Premises in the past 2 years and the lease out of the Premises to Cateavon will increase the rental income of Winnion. The terms of the Offer Letter have been negotiated on an arm s length basis between Winnion and Cateavon and on normal commercial terms. The rental of the Premises has been arrived at by reference to (i) the area size and location of the Premises; (ii) the prevailing rentals payable by tenants in respect of other spaces of W Square; and (iii) the prevailing market conditions. The Directors consider that the Offer Letter is entered into in the ordinary and usual course of the business of Winnion, is on normal commercial terms, fair and reasonable and in the interests of the Company and its shareholders as a whole. Requirements of the Listing Rules Cateavon is a 30% jointly controlled entity of USI and is therefore an associate of USI under the Listing Rules. USI is the holding company of the Company and, together with its subsidiaries, holds approximately 79.26% of the issued share capital of the Company as at the date of the Offer Letter. The entering of the Offer Letter therefore constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules. Each of the Percentage Ratios (other than the profits ratio) for the Offer Letter is on an annual basis less than 2.5 per cent. The Offer Letter is therefore subject to the reporting and announcement requirements under Chapter 14A of the Listing Rules, and is exempt from the requirement to obtain independent shareholders approval. Information about the Company The Company is an investment holding company. Its principal subsidiaries are engaged in property investment and management, warehousing and investment holding. The Group is also involved from time to time in property development activities. Information about USI and Cateavon USI is an investment holding company. Its principal subsidiaries and jointly controlled entities are engaged in property development, property investment and management, hospitality investment and management, garment manufacturing and trading, branded products distribution and investing activities. Cateavon is a 30% jointly controlled entity of USI. Its principal activity is property development. 3

4 Definitions Annual Caps the consideration payable by Cateavon to Winnion pursuant to the terms of the Offer Letter during each of the three years ending 31 December 2009, 31 December 2010 and 31 December associate has the meaning ascribed to it under the Listing Rules Cateavon Cateavon Limited, a company incorporated in Hong Kong and a 30% jointly controlled entity of USI Company Winsor Properties Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Stock Exchange connected person(s) has the meaning ascribed to it under the Listing Rules Directors the directors of the Company Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Offer Letter the offer letter dated 20 January 2009 entered into between Winnion and Cateavon in relation to the leasing of the Premises Percentage Ratios has the meaning ascribed to it under Chapter 14 of the Listing Rules Premises the 5th Floor of W Square, with a total gross floor area of approximately 5,511 square feet Stock Exchange The Stock Exchange of Hong Kong Limited USI USI Holdings Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Stock Exchange 4

5 W Square a 25-storey commercial/office composite building at Nos Hennessy Road, Wanchai, Hong Kong Winnion Winnion Limited, a company incorporated in Hong Kong with limited liability and an indirect wholly-owned subsidiary of the Company By order of the Board of Winsor Properties Holdings Limited AU Shiu Kee Company Secretary Hong Kong, 20 January 2009 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 5