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
* for identification purpose only.
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