Greenheart Group Limited — M&A Activity 2000

Jun 8, 2000

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

renren Media Limited

(formerly named Ankor Group Limited)

(incorporated in Bermuda with limited liability)

MAJOR TRANSACTIONS

CHANGE OF COMPANY NAME

The Directors announce that the Group has agreed to acquire the 360China Assets, the HireChina Assets and the Dazhela Assets, and the following agreements were entered into on 7th June, 2000:

In relation to the 360China Assets:

1. Pursuant to the 360China Acquisition Agreement, renren Internet has agreed to acquire the 360China Assets from 360China. As consideration, the Company has agreed to issue 8,775,000 new Shares to 360China representing 0.11% of the issued share capital of the Company as enlarged by the Transactions.

In relation to the HireChina Assets:

1. Pursuant to the HireChina Acquisition Agreement, renren Internet has agreed to acquire the HireChina Assets from HireChina. As consideration, the Company has agreed to issue 1,030,506 new Shares to HireChina representing 0.013% of the issued share capital of the Company as enlarged by the Transactions.
2. Pursuant to the HireChina Technology Services Agreement, renren Internet has agreed to procure the services of Engagement Consultants Limited. As fees, the Company has agreed to issue 210,801,073 new Shares to Engagement Consultants Limited representing 2.70% of the issued share capital of the Company as enlarged by the Transactions.

In relation to the Dazhela Assets:

1. Pursuant to the Dazhela Acquisition Agreement, renren Internet has agreed to acquire the Dazhela Assets from Dazhela with a payment of RMB500,000 (approximately HK$471,698).
2. Pursuant to the Dazhela Technology Services Agreement, renren Internet has agreed to procure the services of Interhero (Holdings) Company Limited. As fees, the Company has agreed to issue 376,551,724 new Shares to Interhero (Holdings) Company Limited representing 4.83% of the issued share capital of the Company as enlarged by the Transactions.

The Transactions in aggregate constitute major transactions for the Company under the Listing Rules. Each of 360China, HireChina, Dazhela, Engagement Consultants Limited and Interhero (Holdings) Company Limited and their respective shareholders, directors and employees are independent of the Company and its subsidiaries, and their directors, chief executive, substantial shareholders and their respective associates (as defined in the Listing Rules).

The name of the Company has been changed to “renren Media Limited” with effect from 16th May, 2000. There will also be corresponding change for the stock name in the relevant system of the Stock Exchange effective from 9th June, 2000 (stock code: 0059)

The Directors had on 3rd May, 2000 announced that renren Internet had entered into memoranda of understanding with 360China and HireChina, pursuant to which renren Internet was granted an exclusive period of 90 days from 27th April 2000, the date of signing of the two memoranda, to evaluate and negotiate the potential acquisition of assets related to Internet businesses currently conducted by each of 360China and HireChina.

The Directors are pleased to announce that the Group, through renren Internet, has agreed to purchase the 360China Assets, the HireChina Assets and the Dazhela Assets and enter into technology services agreements with Engagement Consultants Limited and Interhero (Holdings) Company Limited.

THE 360CHINA ACQUISITION AGREEMENT

Date of Agreement

7th June, 2000

Parties

(i) renren Internet

(ii) 360China

Description

Under the 360China Acquisition Agreement, renren Internet has agreed to acquire 100% of the 360China Assets, and 360China has agreed to sell to renren Internet its 100% interest in the 360China Assets.

Consideration for the 360China Acquisition

The consideration for the 360China Acquisition is HK$1,623,375 which will be satisfied in full by the issue of 8,775,000 new Shares which was determined after arm's length negotiation and with reference to comparable transactions in the industry of photo-library acquisitions.

The total number of new Shares to be issued represents approximately 0.12% of the existing issued share capital of the Company, and approximately 0.11% of the issued share capital of the Company as enlarged by the Transactions.

The consideration share price of HK$0.185 is based on a 10% discount to the 5-day average closing share price of the Company up to and including 5th June, 2000 of HK$0.206. The consideration of the 360China Acquisition thus amounts to HK$1,623,375, and the consideration share price represents a discount of 23.55% to the closing share price of the Company on 5th June, 2000 of HK$0.242, a discount of 8.87% to the 10-day average closing share price of the Company up to and including 5th June, 2000 of HK$0.203, and a premium of 660.71% to the proforma unaudited adjusted consolidated net tangible asset of the Company of HK$0.028 per Share as disclosed in the Circular.

The new Shares will be issued to 360China, or to an independent trust set up by 360China whose beneficial holder is 360China, according to the following schedule:

a) 1,755,000 Shares, representing about 0.02% of the issued share capital of the Company as enlarged by the Transactions, will be issued upon completion of the 360China Acquisition.

b) 3,510,000 Shares, representing about 0.05% of the issued share capital of the Company as enlarged by the Transactions, will be issued at the later of either the end of the 3rd month after the completion of the 360China Acquisition or the confirmation by the Group that certain milestones have been reached, including the changing of the website address, adapting the style of the websites under 360China (please see under “Description of the 360China Assets”) to conform with that of “www.renren.com”, and enhancing the content of the websites under 360China by augmenting the inventory of the photo-library.

c) 3,510,000 Shares, representing about 0.05% of the issued share capital of the Company as enlarged by the Transactions, will be issued at the later of either the end of the 6th month after the completion of the 360China Acquisition or the confirmation by the Group that certain milestones have been reached, including the enhancement of the content of the websites under 360China by further augmenting the inventory of the photo-library.

Conditions

Completion of the 360China Acquisition Agreement is conditional upon the following conditions being satisfied within 60 days after the 360China Acquisition Agreement is executed:

˙ all applicable governmental and regulatory approvals relating to the 360China Acquisition being obtained; and

˙ listing of and permission to deal in the new Shares to be issued pursuant to the 360China Acquisition Agreement being granted by the Listing Committee of the Stock Exchange.

Description of the 360China Assets

The 360China Assets include all rights to, titles to and interest in the domain names “www.art-square-china.com” and “www.360china.com” together with the entire digital photo library containing more than 500 digital photographic scenes and scenery of different places in China. The Directors intend that the pictorial content will reinforce and further develop the vertical interest channels of “www.renren.com” after completion of the 360China Acquisition.

Background of 360China

360China is a limited liability company established in Beijing on 17th February 1998, in the People's Republic of China. It is principally engaged in developing and operating the websites “www.art-square-china.com” and “www.360china.com” respectively, which were launched in 17th February 1998. 360China currently owns a PRC interactive panoramic picture gallery delivering interactive two to three dimensional photographic scenes and scenery of different places in China.

360China and its respective shareholders, directors and employees are independent of the Company and its subsidiaries, and their directors, chief executive, substantial shareholders, and their respective associates.

AGREEMENTS RELATING TO THE HIRECHINA ASSETS

The HireChina Acquisition Agreement

Date of Agreement

7th June, 2000

Parties

(i) renren Internet

(ii) HireChina

Description

Under the HireChina Acquisition Agreement, renren Internet has agreed to acquire from HireChina 100% interest in the HireChina Assets, and HireChina has agreed to sell to renren Internet its 100% interest in the HireChina Assets.

Consideration for the HireChina Acquisition

The consideration for the HireChina Acquisition is HK$190,644 which will be satisfied in full upon completion of the HireChina Acquisition Agreement by the issue of 1,030,506 new Shares which was determined with reference to the original total cost of the HireChina Assets (including furniture, hardware and software equipment) of approximately HK$190,000 incurred by HireChina.

The consideration will be issued to HireChina or to an independent trust set up by HireChina whose beneficial holder is HireChina. The total number of new Shares to be issued represents approximately 0.014% of the existing issued share capital of the Company, or approximately 0.013% of the issued share capital of the Company as enlarged by the Transactions.

The issue price of the shares to be issued for the HireChina Acquisition is HK$0.185 which is based on a 10% discount to the 5-day average closing share price of the Company up to and including 5th June, 2000 of HK$0.206. The consideration of the HireChina Acquisition thus amounts to HK$190,644, and the consideration share price represents a discount of 23.55% to the closing share price of the Company on 5th June, 2000 of HK$0.242, a discount of 8.87% to the 10-day average closing share price of the Company up to and including 5th June, 2000 of HK$0.203, and a premium of 660.71% to the proforma unaudited adjusted consolidated net tangible asset of the Company of HK$0.028 per Share as disclosed in the Circular.

Conditions

Completion of the HireChina Acquisition Agreement is conditional upon the following conditions satisfied within 60 days after the HireChina Acquisition Agreement is executed:

˙ all applicable governmental and regulatory approvals relating to the HireChina Acquisition being obtained; and

˙ listing of and permission to deal in the new Shares to be issued pursuant to the HireChina Acquisition Agreement being granted by the Listing Committee of the Stock Exchange.

Description of the HireChina Assets

The HireChina Assets include all rights to, titles to and interest in the domain name “www.hirechina.com” together with all tangible and intangible assets (including without limitation all intellectual property rights and the benefit of all contracts but excluding such exceptions to be agreed) relating to the Internet-based business which is being carried on by HireChina under the domain name “www.hirechina.com” which HireChina currently owns.

Background of HireChina

HireChina is a limited liability company established in Shanghai on 4th January 2000 in the People's Republic of China. It is principally engaged in developing and operating the website “www.hirechina.com” which provides mainland China-based job seekers and employers with personalised and customised job search, vacancy postings and career counselling on the Internet. The website was launched on 6th January 2000.

As at 28th April, 2000, “www.hirechina.com” has over 60,000 registrations from job seekers from major cities in the PRC including Beijing, Shanghai and Guangzhou, and the website has over 3,000 currently listed job vacancies from major multi-national corporations. Jobseeker postings on “www.hirechina.com” are free, and the website generates revenue from client job vacancy postings, advertising and affiliate programs.

Shareholders of HireChina include Mr. Jason Wu (40%), Ms. Ann Hu (40%), Mr. Wei Zhu (10%), and two other minority shareholders who in aggregate hold 10% of HireChina. HireChina and its respective shareholders, directors and employees are independent of the Company and its subsidiaries, and their directors, chief executive, substantial shareholders and their respective associates.

Mr. Jason Wu is the Chairman and one of the founders of HireChina. He is a graduate of the MBA program at Georgetown University, and he has been working for Coca-Cola China, since 1996, currently as its Central China General Manager.

The HireChina Technology Services Agreement

Date of Agreement

7th June, 2000

Parties

(i) renren Internet

(ii) Engagement Consultants Limited

Description

Under the HireChina Technology Services Agreement, renren Internet has agreed to procure the services of Engagement Consultants Limited to provide technical support and services to enhance the HireChina Assets for use under the Group's “www.renren.com” website. The term for provision of services is one year commencing on the date of signing the HireChina Technology Services Agreement. The Directors are not aware of any similar services provided to other parties by Engagement Consultants Limited.

Fee for the HireChina Technology Services Agreement

The total fee for the HireChina Technology Services Agreement amounts to HK$38,998,199 which will be satisfied in full by the issue of 210,801,073 new Shares which was determined after arm’s length negotiation with reference to the future prospects of the HireChina Assets generated from the technical support and services provided by Engagement Consultants Limited. The Directors believe that Engagement Consultants Limited will provide an invaluable source of expertise in creating a job search and career-focused website, a specialty which the Company lacks as its focus is on community interests. The Company intends to leverage on the expertise, connections and market presence to create a strong career channel within “www.renren.com”, thus broadening the variety of interests within its community features.

The total number of new Shares to be issued represents approximately 2.93% of the existing issued share capital of the Company, and approximately 2.70% of the issued share capital of the Company as enlarged by the Transactions.

The fee payment share price of HK$0.185 is based on a 10% discount to the 5-day average closing share price of the Company up to and including 5th June, 2000 of HK$0.206. The fee for the HireChina Technology Services Agreement thus amounts to HK$38,998,199, and the fee payment share price represents a discount of 23.55% to the closing share price of the Company on 5th June, 2000 of HK$0.242, a discount of 8.87% to the 10-day average closing share price of the Company up to and including 5th June, 2000 of HK$0.203, and a premium of 660.71% to the proforma unaudited adjusted consolidated net tangible asset of the Company of HK$0.028 per Share as disclosed in the Circular.

The new Shares will be issued to Engagement Consultants Limited, or to an independent trust set up by Engagement Consultants Limited whose beneficial holder is Engagement Consultants Limited, according to the following schedule:

(a) 134,912,686 Shares, representing about 1.73% of the issued share capital of the Company as enlarged by the Transactions, to be conditionally issued upon signing of the HireChina Technology Services Agreement;

(b) 25,296,129 Shares, representing about 0.32% of the issued share capital of the Company as enlarged by the Transactions, will be issued at the later of either the end of the 4th month after the completion of the HireChina Technology Services Agreement or the confirmation by the Group that certain milestones have been reached, including the diverting of the website address to that of “www.renren.com”, adapting the style of the website under HireChina (please see under “Description of the HireChina Assets”) to conform with that of “www.renren.com”, presenting the projections and plans for marketing, sales and content development, and attaining the targets as set out in such plans;

(c) 25,296,129 Shares, representing about 0.32% of the issued share capital of the Company as enlarged by the Transactions, will be issued at the later of either the end of the 8th month after the completion of the HireChina Technology Services Agreement or the confirmation by the Group that certain milestones have been reached, including attaining the performance targets as set out in the marketing, sales and content plans; and

(d) 25,296,129 Shares, representing about 0.32% of the issued share capital of the Company as enlarged by the Transactions, will be issued at the later of either the end of the 12th month after the completion of the HireChina Technology Services Agreement or the confirmation by the Group that certain milestones have been reached, including attaining the performance targets as set out in the marketing, sales and content plans.

Conditions

Shares to be issued under the HireChina Technology Services Agreement are conditional upon granting by the Listing Committee of the Stock Exchange the listing of and permission to deal in the such new Shares.

Description of Engagement Consultants Limited

Engagement Consultants Limited is a company incorporated on 23rd November 1999 in the British Virgin Islands whose operations are based in Shanghai with a staff force/beneficial shareholders of around 15 individuals. The interests of all beneficial shareholders of Engagement Consultants Limited are identical to that of HireChina.

Engagement Consultants Limited and its directors, beneficial shareholders and employees are independent of the Company and its subsidiaries, and their directors, chief executive, substantial shareholders and their respective associates.

AGREEMENTS RELATING TO THE DAZHELA ASSETS

The Dazhela Acquisition Agreement

Date of Agreement

7th June, 2000

Parties

(i) renren Internet

(ii) Dazhela

Description

Under the Dazhela Acquisition Agreement, renren Internet has agreed to acquire from Dazhela 100% interest in the Dazhela Assets, and Dazhela has agreed to sell to renren Internet its 100% interest in the Dazhela Assets.

Consideration for the Dazhela Acquisition

The consideration for the Dazhela Acquisition is RMB500,000 (approximately HK$471,698) which is the original total cost of the Dazhela Assets (including furniture, hardware and software equipment) at the time of purchasing the assets from independent third parties.

The consideration will be satisfied in full by payment of RMB500,000 from the Group's internal resources upon completion of the Dazhela Acquisition and the establishment of a subsidiary under the Company as a wholly foreign owned enterprise in the People's Republic of China.

Conditions

Completion of the Dazhela Acquisition Agreement is conditional upon all applicable governmental and regulatory approvals relating to the Dazhela Acquisition being obtained within 60 days after the Dazhela Acquisition Agreement is executed.

Description of Dazhela's Assets

The Dazhela Assets include all rights to, titles to and interest in the domain name “www.dazhela.com” together with all tangible and intangible assets (including without limitation all intellectual property rights and the benefit of all contracts but excluding such exceptions to be agreed) relating to the Internet-based business which is being carried on by Dazhela under the domain names “www.dazhela.com” which Dazhela currently owns.

Background of Dazhela

Dazhela is a limited liability company established on 17th January 2000, in Beijing, the People's Republic of China. It is principally engaged in developing and operating the website “www.dazhela.com” which provides Mainland Chinese consumers information on discounts and a platform to conduct product/price comparison over the internet. The website was launched on 20th February 2000. As at 26th May 2000, “www.dazhela.com” has over 45,000 registered members/users and over 120,000 pageviews per day.

The shareholders of Dazhela includes Mr. He Zheng (32.6%) and Mr. Yang Chunhui (16.3%) and 91 other minority shareholders who are either investors in Dazhela or staff of Dazhela. Dazhela and its respective shareholders, directors and employees are independent of the Company and its subsidiaries, and their directors, chief executive, substantial shareholders and their respective associates. Mr. He Zheng is the CEO and one of the founders of Dazhela. He has worked in the advertising industry for over 5 years since 1994, stationing in Guangzhou and Beijing and serving clients such as Motorola and Pepsi. Mr. He is a graduate of the MBA program at Beijing University.

The Dazhela Technology Services Agreement

Date of Agreement

7th June, 2000

Parties

(i) renren Internet

(ii) Interhero (Holdings) Company Limited

Description

Under the Dazhela Technology Services Agreement, renren Internet has agreed to procure the services of Interhero (Holdings) Company Limited to provide technical support and services to enhance the Dazhela Assets for use under the Group's “www.renren.com” website. The scheduled term for provision of such services is one year commencing on the date of signing of the Dazhela Technology Services Agreement.

Fee for the Dazhela Technology Services Agreement

The total fee for the Dazhela Technology Services Agreement amounts to HK$69,662,069 which will be satisfied in full by the issue of 376,551,724 new Shares which was determined after arm's length negotiation with reference to the future prospects of the Dazhela Assets generated from the technical support and services provided by Interhero (Holdings) Company Limited. The Directors believe that Interhero (Holdings) Company Limited will provide the expertise required to build a shopping/discount information focused website. The Company intends to leverage on the experience, connections and market presence of Interhero (Holdings) Company Limited to further expand the “www.renren.com” website into providing e-commerce and online shopping capabilities.

The total number of new Shares to be issued represents approximately 5.23% of the existing issued share capital of the Company and 4.83% of the issued share capital of the Company as enlarged by the Transactions.

The fee payment share price of HK$0.185 is based on a 10% discount on the 5-day average closing share price of the Company up to and including 5th June, 2000 of HK$0.206. The fee for the Dazhela Technology Services Agreement thus amounts to HK$69,662,069, and the fee payment share price represents a discount of 23.55% to the closing share price of the Company on 5th June, 2000 of HK$0.242, a discount of 8.87% to the 10-day average closing share price of the Company up to and including 5th June, 2000 of HK$0.203, and a premium of 660.71% to the proforma unaudited adjusted consolidated net tangible asset of the Company of HK$0.028 per Share as disclosed in the Circular.

The new Shares will be issued to Interhero (Holdings) Company Limited, or to an independent trust set up by Interhero (Holdings) Company Limited whose beneficial holder is Interhero (Holdings) Company Limited, according to the following schedule:

(a) 229,696,552 Shares, representing about 2.95% of the issued share capital of the Company as enlarged by the Transactions, to be conditionally issued upon signing of the Dazhela Technology Services Agreement;

(b) 48,951,724 Shares, representing about 0.63% of the issued share capital of the Company as enlarged by the Transactions, will be issued at the later of either the end of the 4th month after the completion of the Dazhela Technology Services Agreement or the confirmation by the Group that certain milestones have been reached, including the diverting of the website address to that of “www.renren.com”, adapting the style of the websites under Dazhela (please see under “Description of the Dazhela Assets”) to conform with that of “www.renren.com”, presenting the projections and plans for marketing, sales and content development and attaining the targets as set out in such plans;

(c) 48,951,724 Shares, representing about 0.63% of the issued share capital of the Company as enlarged by the Transactions, will be issued at the later of either the end of the 8th month after the completion of the Dazhela Technology Services Agreement or the confirmation by the Group that certain milestones have been reached, including the installment of certain servers and web platforms, and attaining the performance targets under the marketing, sales and content development plans; and

(d) 48,951,724 Shares, representing about 0.63% of the issued share capital of the Company as enlarged by the Transactions, will be issued at the later of either the end of the 12th month after the completion of the Dazhela Technology Services Agreement or the confirmation by the Group that certain milestones have been reached, including attaining the performance targets under the marketing, sales and content development plans.

Conditions

Shares to be issued under the Dazhela Technology Services Agreement are conditional upon granting by the Listing Committee of the Stock Exchange the listing of and permission to deal in such new Shares.

Description of Interhero (Holdings) Company Limited

Interhero (Holdings) Company Limited was incorporated on 17th April 2000 in the Cayman Islands whose interests of all beneficial shareholders are identical to that of Dazhela. It and its shareholders are independent of the Group, the directors, chief executive, substantial shareholders and their respective associates. Its operations are based in Beijing and it has a staff force/beneficial shareholders of around 70 individuals.

Interhero (Holdings) Company Limited and its directors, beneficial shareholders and employees are independent of the Company and its subsidiaries, and their directors, chief executive, substantial shareholders and their respective associates

REASONS FOR THE TRANSACTIONS

The Directors intend that the Group conduct Internet and Internet-related businesses under the brand name of “renren.com” and target Chinese-speaking populations in all countries around the world. The Transactions will further enhance our development in internet community, content and commerce, and the Directors believe the Transactions the expansion of content and service offerings of “renren.com” are in line with the Group's Internet expansion strategy and provide additional channels to the targeted Chinese-speaking market.

GENERAL

The total new Shares to be issued pursuant to the 360China Acquisition Agreement, HireChina Acquisition Agreement, HireChina Technology Services Agreement, and Dazhela Technology Services Agreement is 597,158,303 new Shares representing 8.29% of the existing issued share capital of the Company, and 7.66% of the issued share capital of the Company as enlarged by the Transactions (assuming all new Shares are issued). Such new Shares will be issued under the authorization granted to the Directors by the shareholders of the Company at the special general meeting held on 12th May, 2000 based on resolution number 8 as stated in notice of the special general meeting contained in the Circular. An application has been made to the Stock Exchange for the granting of the listing of, and permission to deal in such new Shares.

Pursuant to the Listing Rules, the Transactions will constitute major transactions of the Company and will require approval by shareholders of the Company who do not have material interest in the Transactions. renren Media Holdings Limited, the controlling shareholder of the Company with approximately 72.24% interests, has same interests in the Transactions as other shareholders of the Company, thus there is no requirement for any shareholder to abstain from voting for the approval of the Transactions. renren Media Holdings Limited has submitted a certificate to the Stock Exchange approving the Transactions. The directors of renren Media Holdings Limited believe the Transactions are fair and reasonable to the Company and its shareholders. A circular containing details of the Transactions will be sent to shareholders of the Company as soon as possible.

A circular containing details of the Transactions will be despatched to shareholders of the Company as soon as practicable.

The Directors have also noted the recent increase in the trading volume of the Shares and wish to state that they are not aware of any reasons for such changes apart from the Transactions as disclosed above. The Directors also confirm that, apart from the Transactions as disclosed above, there are no negotiations or agreements relating to intended acquisitions or realisations which are discloseable under paragraph 3 of the Listing Agreement, neither are the Directors aware of any matters discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which are or may be of a price sensitive nature.

CHANGE OF COMPANY NAME

The Directors are pleased to announce that with effect from 16th May, 2000 the name of the Company has been changed to “renren Media Limited”.

Existing share certificates shall continue to be evidence of title to the shares held in the Company and shall continue to be valid for trading and settlement purposes. Nevertheless, at the discretion of the shareholders, the share certificates of the Company in the name of “Ankor Group Limited” may be exchanged for new share certificates in the name of “renren Media Limited” free of charge during the period from 3rd July, 2000 to 31st July, 2000 (both days inclusive) at the Company’s share registrars, Abacus Share Registrars Limited, Suite 2401 Prince’s Building, Central, Hong Kong. Thereafter, a scrip fee of HK$2.50 per certificate to be issued or cancelled, whichever is higher, will be charged.

There will also be corresponding change for the stock name in the teletext system of the Stock Exchange effective from 9th June, 2000 (stock code:0059).

DEFINITIONS

“360China”	Beijing Sifangtai Digi-Tech Company, Limited (北京四方台數字技術有限公司) a company incorporated on 17th February 1998 in the People's Republic of China with limited liability
“360China Acquisition”	The acquisition of the 360China Assets by renren Internet pursuant to the 360China Acquisition Agreement
“360China Acquisition Agreement”	The agreement dated 7th June, 2000 entered into between renren Internet and 360China relating to the 360China Acquisition
“360China Assets”	The assets as described under the paragraph headed “Description of the 360China Assets” above
“Circular”	The circular of the Company dated 20th April, 2000
“Company”	renren Media Limited (formerly named Ankor Group Limited), a company incorporated in Bermuda with limited liability and the shares of which are listed on the Stock Exchange
“Dazhela”	Beijing Jingyinghui Technology Company Limited (北京精英匯科技有限公司), a company incorporated on 17th January 2000 in the People's Republic of China with limited liability
“Dazhela Acquisition”	The acquisition of the Dazhela Assets by renren Internet pursuant to the Dazhela Acquisition Agreement
“Dazhela Acquisition Agreement”	The agreement dated 7th June, 2000 entered into between renren Internet and Dazhela relating to the Dazhela Acquisition
“Dazhela Assets”	The assets as described under the paragraph headed “Description of the Dazhela Assets” above
“Dazhela Technology Services Agreement”	The agreement dated 7th June, 2000 entered into between renren Internet and Interhero (Holdings) Company Limited relating to the provision of technological support by Interhero (Holdings) Company Limited
“Directors”	The directors of the Company
“Group”	The Company and its subsidiaries
“HireChina”	Shanghai Anlu Computer Network Information Co., Ltd.(上海安祿計算機絡信息服務有限公司), a company incorporated on 4th January 2000 in the People's Republic of China with limited liability
“HireChina Acquisition Agreement”	The agreement dated 7th June, 2000 entered into between renren Internet and HireChina relating to the HireChina Acquisition
“HireChina Acquisition”	The acquisition of the HireChina Assets by renren Internet pursuant to the HireChina Acquisition Agreement
“HireChina Assets”	The assets as described under the paragraph headed “Description of the HireChina Assets” above
“HireChina Technology Services Agreement”	The agreement dated 7th June, 2000 entered into between renren Internet and Engagement Consultants Limited relating to the provision of technological support by Engagement Consultants Limited
“Listing Rules”	Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
“renren Internet”	renren Internet Limited, a company incorporated in the Cayman Islands with limited liability and a wholly owned subsidiary of the Company
“Shares”	Shares of HK$0.01 each in the capital of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Transactions”	The 360China Acquisition, the HireChina Acquisition (including the HireChina Technology Services Agreement) and the Dazhela Acquisition (including the Dazhela Technology Services Agreement)

For and on behalf of the board of
renren Media Limited
Anthony Shih Wei ChengDirector

Hong Kong, 7th June, 2000