Greenheart Group Limited — M&A Activity 2004

Dec 28, 2004

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 disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [73 x 32] intentionally omitted <==

GRAND COSMOS HOLDINGS LIMITED

(incorporated in the British Virgin Islands with limited liability)

renren Holdings Limited ��������[*] (incorporated in Bermuda with limited liability) (Stock Code: 59)

JOINT ANNOUNCEMENT

Close of the mandatory conditional cash offer by

KINGSTON SECURITIES LIMITED

on behalf of Grand Cosmos Holdings Limited to acquire all the issued shares in renren Holdings Limited (other than those already owned by Grand Cosmos Holdings Limited and parties acting in concert with it);

FINANCIAL ADVISER TO GRAND COSMOS HOLDINGS LIMITED

KINGSTON CORPORATE FINANCE LIMITED

INDEPENDENT FINANCIAL ADVISER TO THE INDEPENDENT BOARD COMMITTEE OR RENREN HOLDINGS LIMITED

==> picture [117 x 17] intentionally omitted <==

Hercules Capital Limited

LAPSE OF THE OFFER

Upon the close of the Offer made by Kingston Securities on behalf of the Offeror at 4:00 p.m. on Tuesday, 28 December 2004, being the latest time for acceptance of the Offer, the Offeror had received eight valid acceptance in respect of 165,460 Shares, representing approximately (i) 0.0024% of the total 6,847,373,585 issued Shares; and (ii) 0.0045% of the 3,686,450,795 Shares subject to the Offer.

Immediately before the commencement of the Offer, the Offeror and parties acting in concert with it together held 3,160,922,790 Shares, representing approximately 46.1625% of the then issued share capital of the Company. Taking into account the acceptance in respect of 165,460 Shares under the Offer, the Offeror and parties acting in concert with it would have been interested in 3,161,088,250 Shares, representing approximately 46.1649% of the then issued share capital of the Company. Since the Offer did not result in the Offeror and parties acting in concert with it having more than 50% of the voting rights of the Company, the Offer did not become unconditional and the Offer lapsed at 4:00p.m. on 28 December 2004. The shareholding structure of the Company remained unchanged throughout and upon the lapse of the Offer.

— 1 —

Reference is made to composite offer document dated 7 December 2004 (the “Composite Offer Document”) jointly issued by the Offeror and the Company. Capitalised terms used in this announcement shall have the same meanings as those defined in the Composite Offer Document unless otherwise defined herein.

LAPSE OF THE OFFER

Upon the close of the Offer made by Kingston Securities on behalf of the Offeror at 4:00 p.m. on Tuesday, 28 December 2004, being the latest time for acceptance of the Offer, the Offeror had received eight valid acceptance in respect of 165,460 Shares, representing approximately (i) 0.0024% of the total 6,847,373,585 issued Shares; and (ii) 0.0045% of the 3,686,450,795 Shares subject to the Offer.

Immediately before the commencement of the Offer, the Offeror and parties acting in concert with it together held 3,160,922,790 Shares, representing approximately 46.1625% of the then issued share capital of the Company. Taking into account the acceptance in respect of 165,460 Shares under the Offer, the Offeror and parties acting in concert with it would have been interested in 3,161,088,250 Shares, representing approximately 46.1649% of the then issued share capital of the Company. Since the Offer did not result in the Offeror and parties acting in concert with it having more than 50% of the voting rights of the Company, the Offer did not become unconditional and the Offer lapsed at 4:00p.m. on 28 December 2004. The shareholding structure of the Company remained unchanged throughout and upon the lapse of the Offer.

As the Offer has lapsed, the Offeror will, as soon as possible and in any event within 10 days from the date hereof, post the share certificate(s) (if any) lodged with the acceptance form to, or make such share certificate(s) (if any) available for collection by, the accepting Shareholder.

The Company has made an announcement as at the date of this announcement regarding the unusual price and volume movement pursuant to Rule 13.10 of the Listing Rules. The Directors are of the view that the close of the Offer did not cause the recent increase in the price and trading volume of the Shares of the Company.

For and on behalf of By order of the board Grand Cosmos Holdings Limited renren Holdings Limited Mr. Yu Pan Mr. Mak Chi Yeung Sole Director Chairman

Hong Kong, 28 December 2004

* For identification purpose only

The sole director of the Offeror accepts full responsibility for the accuracy of the information contained in this announcement, other than that relating to the Group, and confirms, having made all reasonable enquiries, that to the best of his knowledge, opinions expressed in this announcement, other than those relating to the Group, have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statements in this announcement misleading.

— 2 —

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

As at the date of this announcement, the Company has five executive Directors, namely Mr. Mak Chi Yeung, Mr. Cheng Wai Keung, Mr. Kong Lung Cheung, Mr. Yu Pan and Mr. Mai Zhi Hui and three independent non-executive Directors, namely Mr. Lo Chi Man, Mr. Wong Kwong Lung, Terence and Mr. Yip Tai Him.

Please also refer to the published version of this announcement in The Standard.

— 3 —