Greenheart Group Limited — M&A Activity 2004

Dec 7, 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.

Grand Cosmos Holdings Limited (incorporated in the British Virgin Islands with limited liability)

renren Holdings Limited 人人控股有限公司[*]

(incorporated in Bermuda with limited liability) (Stock Code: 59)

JOINT ANNOUNCEMENT Despatch of composite offer document relating to

(1) acquisition of shares in renren Holdings Limited by Grand Cosmos Holdings Limited and

(2) 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 OF RENREN HOLDINGS LIMITED

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Hercules Capital Limited

The Composite Offer Document containing, amongst other things, the information relating to the Group, the Offeror, the Offer, the letter from the Independent Board Committee containing its recommendation and advice to the Independent Shareholders on the Offer, and the letter from Hercules containing its advice to the Independent Board Committee in respect of the Offer, together with the form of acceptance and transfer of Shares under the Offer, was despatched to the Shareholders on 7 December 2004 in accordance with the Takeovers Code.

The Offer commenced on 7 December 2004 and will be closed on 28 December 2004 (the latest time for acceptance of the Offer will be 4:00 p.m. on 28 December 2004).

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Independent Shareholders are encouraged to read the Composite Offer Document carefully, including the advice of Hercules, the independent financial adviser to the Independent Board Committee, and the recommendation and advice of the Independent Board Committee to the independent Shareholders of the Company in respect of the Offer, before deciding whether or not to accept the Offer.

An expected timetable has been set out in this announcement.

Reference is made to the joint announcements made by the respective boards of directors of the Company and the Offeror dated 2 November 2004, 5 November 2004, 8 November 2004 and 23 November 2004. Terms used in this announcement shall have the same meanings as those defined in the joint announcement dated 2 November 2004 unless defined otherwise herein.

DESPATCH OF COMPOSITE OFFER DOCUMENT

The Composite Offer Document containing, amongst other things, the information relating to the Group, the Offeror, the Offer, the letter from the Independent Board Committee containing its recommendation and advice to the Independent Shareholders on the Offer, and the letter from Hercules containing its advice to the Independent Board Committee in respect of the Offer, together with the form of acceptance and transfer of Shares under the Offer, was despatched to the Shareholders on 7 December 2004 in accordance with the Takeovers Code.

Independent Shareholders are encouraged to read the Composite Offer Document carefully, including the advice of Hercules, the independent financial adviser to the Independent Board Committee, and the recommendation and advice of the Independent Board Committee to the independent Shareholders of the Company in respect of the Offer, before deciding whether or not to accept the Offer.

EXPECTED TIMETABLE

The Company and the Offeror would like to remind the Shareholders of the following timetable in relation to the Offer:

2004

Offer commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 7 December

Latest time for acceptance of the Offer . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 28 December

Posting of announcement of the Stock Exchange’s

website as to whether the Offer has been revised, has expired, or has become or

been declared unconditional . . . . . . . . . . . . . . . . . . . . . . . . 7:00 p.m. on Tuesday, 28 December

Closing date of the Offer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 December

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2005

Latest date for posting of remittances for the amounts

due under the Offer in respect of valid acceptances received on or before 4:00 p.m. on

28 December 2004, if the Offer has been

declared unconditional on 28 December 2004 . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 7 January

• Latest time and date for acceptance of

  • the Offer if the Offer has been declared

unconditional on 28 December 2004 . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 11 January

Latest date by which the Offer can be declared unconditional . . . . . . . . . . . Saturday, 5 February

The latest time and date for acceptance of the Offer will be 4:00 p.m. on Tuesday, 28 December 2004. A teletext announcement will be made through the Stock Exchange by 7:00 p.m. on the closing date of the Offer as to whether the Offer has been revised, has expired or has become or been declared unconditional.

WARNING

The Offer will be subject to the Offeror having received acceptances in respect of Shares, which together with Shares already held by it and parties acting in concert with it before or during the Offer, will result in the Offeror and parties acting in concert with it holding more than 50% of the voting rights of the Company. As the Offer may or may not proceed, Shareholders and investors should exercise caution when dealing in the Shares.

Grand Cosmos Holdings Limited Mr. Yu Pan Sole Director

By order of the board renren Holdings Limited Mr. Mak Chi Yeung Chairman

Hong Kong, 7 December 2004

• For identification purpose only

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.

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.

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As at the date of this announcement, the Company has three executive Directors, namely Mr. Mak Chi Yeung, Mr. Cheng Wai Keung and Mr. Kong Lung Cheung and three independent nonexecutive 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.

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