FOUNDER HOLD<0418> - Announcement

The Stock Exchange of Hong Kong Limited takes no responsibility for 
the contents of this announcement, 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 announcement.

Founder (Hong Kong) Limited 
(Incorporated in Hong Kong under the Companies Ordinance with 
limited liability)

Announcement

The scheme of arrangement under which the Company becomes a wholly 
owned subsidiary of Founder Holdings Limited has been sanctioned 
by the High Court of Hong Kong on 30th March, 2000.    

The board of directors of Founder (Hong Kong) Limited 
(the ``Company'') announces that the Scheme 
of Arrangement (the ``Scheme'') contained in a composite document 
dated 3rd January, 2000 (the ``Scheme Document'') despatched to 
shareholders has been sanctioned by the High Court of Hong Kong 
today.  A  sealed copy of the Court Order and an office copy of the 
minute containing the particulars required by Section 61 of the 
Companies Ordinance will be sent to the Registrar of Companies in 
Hong Kong for registration tomorrow.  All the conditions of the 
Scheme contained in the Scheme Document will be fulfilled by 10:00 
a.m. on 31st March, 2000 (the ``Effective Date'') and, accordingly, 
the Scheme will become effective on the Effective Date.

Upon the Scheme becoming effective on the Effective Date and the 
cancellation of the listing of the shares of HK$0.10 each of the 
Company, effective from the close of business on 30th March, 2000, 
dealings in the shares of Founder Holdings Limited (``Holdings'') 
will commence at 10:00 a.m. on the Effective Date.  Upon the Scheme 
becoming effective, the board lot for dealings in the shares of 
Holdings (the ``Holdings Shares'') will be 2,000 Holdings Shares, 
which is same as the board lot for dealings in the Company's shares 
(the ``Shares'') and all certificates for the Shares in issue will 
be deemed to be certificates in respect of, and will be effective 
as documents of title and be  valid for settlement and delivery for 
the same number of Holdings Shares allotted and issued under the 
Scheme.

On and after the Effective Date, share certificates issued 
following registration of transfers will be issued in the name of 
Holdings in respect of Holdings Shares.  Shareholders may for a 
period of one month from the Effective Date (up to and including 
28th April, 2000) submit certificates in the name of the Company 
to the branch registrar of Holdings in Hong Kong, Central 
Registration Hong Kong Limited, at Suite 1712--1716, 17th Floor, 
Hopewell Centre, 183 Queen's Road East, Hong Kong, in respect of 
the Shares for exchange, at the expense of Holdings, for 
certificates in the name of Holdings in respect of the same number 
of Holdings Shares to be issued under the Scheme.  Thereafter, 
share certificates in the name of the Company will be accepted for 
exchange for share certificates in the name of Holdings only on 
payment of a fee of $2.50 (or such higher amount as may be prescribed 
or allowed under the Rules Governing the Listing of Securities on 
The Stock Exchange of Hong Kong Limited and the Bye-laws of Holdings 
from time to time) for each new certificate issued.  Certificates 
in respect of Holdings Shares will, so far as possible, be issued 
in board lots of 2,000 Holdings Shares each.  In order to 
distinguish the certificates in respect of Holdings Shares from 
those of Shares, the certificates in respect of Holdings Shares will 
be pink in colour which is different from that of the certificates 
for Shares which are blue in colour.  All certificates for Shares 
in issue immediately before the Scheme becomes effective will, as 
from the Effective Date, be deemed to be certificates for the same 
number of Holdings Shares issued or transferred under the Scheme, 
and will be effective as documents of title and valid for settlement 
and delivery.

Shareholders are recommended to consult their stockbroker or other 
registered dealer in securities, bank manager, solicitor, 
professional accountant or other professional adviser if they are 
in any doubt as to the above arrangement.

By Order of the Board
Cheung Shuen Lung
Director
Dated 30th March, 2000, Hong Kong