Greenheart Group Limited — M&A Activity 2001

Apr 27, 2001

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.

Unconditional cash offers by

Emperor Capital Limited and First Securities (HK) Limited

on behalf of

SKY CONCORD DEVELOPMENT LIMITED

to acquire all issued shares of HK$0.01 each

and to cancel all outstanding options to subscribe for shares in

RENREN MEDIA LIMITED

other than those already owned by

Sky Concord Development Limited

and parties acting in concert with it

The Offer Document setting out the detailed terms of the Offers made by Emperor Capital and First Securities, on behalf of Sky Concord, will be despatched to the Shareholders on 27th April, 2001.

It is expected that the Offeree Document to be issued by the Board which setting out the letter from the Board, the advice from the Independent Board Committee and a letter from the independent financial adviser with regard to the Offers will be despatched to the Shareholders on or before 11th May, 2001.

DESPATCH OF DOCUMENTS

The document (“Offer Document”) containing details of the Offers together with the forms of acceptance and transfer of the Offer Shares and forms of acceptance and cancellation of the Options will be despatched to the Shareholders on 27th April, 2001. The Offeree Document containing, among other things, a letter from the Board, a letter from the Independent Board Committee relating to its advice to the Independent Shareholders on the Offers together with the advice from the independent financial adviser and other financial information on the Group is expected to be despatched to the Shareholders on or before 11th May, 2001.

Set out below is the timetable for the Offers:

2001

Offers open Friday, 27 April

Latest date of despatch of the Offeree Document on or before Friday, 11 May

Latest time of acceptance 4:00 p.m. on Friday, 25 May

Closing Date of the Offers (Note 1) 9:30 a.m. on Saturday, 26 May

Latest date for posting of remittances for the amounts due under the Offers in respect of valid acceptances received on or before the Closing Date (Note 2) Monday, 4 June

Notes:

1. The Offers, which are unconditional, will be closed at 9:30 a.m. on Saturday, 26th May, 2001 unless the Offeror revises or extends the Offers in accordance with the Takeovers Code. An announcement on the result of the Offers will be published on Saturday, 26th May, 2001 and on Monday, 28th May, 2001.

2. The consideration payable for the Shares tendered under the Share Offer will be paid not more than 10 days after the receipt by the Registrars, from a Shareholder accepting the Share Offer, of the requisite documents; same for the Share Options tendered for cancellation under the Option Offer. Please refer to the paragraph headed “Procedure for Acceptance and Settlement” in the letter from Emperor Capital and First Securities contained in the Offer Document.

3. Acceptances of the Offers shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code.

Shareholders and holders of the Options are advised to wait for the receipt of the Offeree Document and consider the information disclosed therein, in particular, the advice from the Independent Board Committee and the independent financial adviser with regard to the Offers prior to deciding on whether or not to accept the Offers.

Capitalised terms used herein shall have the same meanings as ascribed in the Offer Document unless the context otherwise defines.

By the order of the board of Directors
renren Media Limited
Anthony Shih Wei ChengDeputy Chairman
Hong Kong, 26th April, 2001

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Offeror) and confirm, having made all reasonable inquiries, that to the best of their knowledge and belief, opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement (other than those relating to the Offeror) the omission of which would make any statement in this announcement misleading.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Company) and confirm, having made all reasonable inquires, that to the best of their knowledge and belief, opinions expressed in this announcement have been arrived at after due and careful consideration and that there are no other facts not contained in this announcement (other than those relating to the Company) the omission of which would make any statement in this announcement misleading.