09:27     FOUNDER HOLD<00418> - Announcement (6)                              

    HK$51,667,285), being the consideration for the Disposal of               
    JPY623,520,600 and the consideration for the Loan Assignment of           
    JPY70,000,000, which shall be satisfied by the Purchaser upon Completion  
                                                                              
    "Continuing Connected         transactions contemplated under the Japan   
    Software Agreement                                                        
      Transactions"                                                           
                                                                              
    "Directors"        the directors of the Company                           
                                                                              
    "Disposal"        the disposal of the entire issued share capital of      
    True Luck by Founder Hong Kong to the Purchaser under the Agreement       
                                                                              
    "Founder Electronics"        Beijing Founder Electronics Co., Ltd., a     
    company incorporated in the PRC with limited liability and an indirect    
    wholly-owned subsidiary of the Company                                    
                                                                              
    "Founder Hong Kong"        Founder (Hong Kong) Limited, a company         
    incorporated in Hong Kong with limited liability and a wholly-owned       
    subsidiary of the Company                                                 
                                                                              
    "Founder Japan"        * (Founder International Inc.*), a                 
    company incorporated in Japan with limited liability and is owned as to   
    71.29% by True Luck                                                       
                                                                              
    "Founder Japan Group"        Founder Japan and its subsidiaries and       
    associated companies                                                      
                                                                              
    "Group"        the Company and its subsidiaries                           
                                                                              
    "Independent Board         the board committee appointed by the board of  
    directors of the Company,                                                 
      Committee"        comprising the independent non-executive directors,   
    to advise the independent Shareholders in relation to the Agreement and   
    the Continuing Connected Transactions                                     
                                                                              
    "Independent Third Parties"        the independent third party not        
    connected with the Company or the directors, chief executive or           
    substantial shareholders of the Company or its subsidiaries or any of     
    their respective associates, within the meaning of the Listing Rules,     
    and none of them holds more than 10% of the issued share capital of the   
    Company                                                                   
                                                                              
    "Japan Annual Cap"        the annual maximum amount of sales provided     
    under the Japan Software Agreement for each of the year ending 31         
    December 2005, 2006 and 2007 respectively                                 
                                                                              
    "Japan Software Agreement"        the agreement entered into between      
    Founder Electronics and Founder Japan dated 7 February 2005 in relation   
    to the sale and purchase of the Package Products and other related        
    services                                                                  
                                                                              
    "Listing Rules"        the Rules Governing the Listing of Securities on   
    the Stock Exchange                                                        
                                                                              
    "Loan Assignment"        the assignment of the Shareholders' Loan from    
    Founder Hong Kong to the Purchaser in accordance with the terms and       
    conditions of the deed of loan assignment to be signed upon Completion    
                                                                              
    "OEM"        original equipment manufacturer, a manufacturer that sells   
    equipment to a reseller for rebranding or repackaging                     
                                                                              
    "Package Products"        printing software under the brandnames of       
    EagleRIP, EagleProof, EagleDot, SuperLine, ElecRoc, EagleFAM and          
    EagleAGS                                                                  
                                                                              
    "Peking Founder"        Peking University Founder Group Corporation, the  
    controlling shareholder of the Company, which holds approximately 32.67%  
    of the issued share capital of the Company                                
                                                                              
    "PRC"        the People's Republic of China                               
                                                                              
    "Purchaser"        Founder Information (Hong Kong) Limited, a company     
    incorporated in Hong Kong with limited liability and a subsidiary of      
    Peking Founder                                                            
                                                                              
    "R&D"        research and development of software development kits        
                                                                              
    "Shareholders"        holders of shares of HK$0.10 each in the issued     
    share capital of the Company                                              
                                                                              
    "Shareholders' Loan"        the loan in the amount of JPY70,000,000 due   
    and owing by True Luck to Founder Hong Kong without interest as at the    
    date of Completion