Greenheart Group Limited — M&A Activity 2004

Nov 8, 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 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.

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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

(1) Completion of the Sale and Purchase Agreement and

(2) Cancellation of Outstanding Share Options upon Completion

COMPLETION OF THE SALE AND PURCHASE AGREEMENT AND THE OFFER

The boards of directors of the Offeror and the Company announce that the conditional sale and purchase agreement dated 25 October 2004 entered into between the Vendor and the Offeror has been completed on 8 November 2004. Accordingly, the Offeror and parties acting in concert with it will own in aggregate 3,160,922,790 Shares, representing approximately 46.16% of the entire issued share capital of the Company. The Offeror is therefore required under Rule 26.1 of the Takeovers Code to make a mandatory conditional cash offer for all the issued Shares not already owned or agreed to be acquired by it and parties acting in concert with it.

CANCELLATION OF ALL OUTSTANDING SHARE OPTIONS UPON COMPLETION

Each of the holders of all outstanding Share Options has waived his or her rights under all the outstanding Share Options. All the outstanding Share Options have been cancelled upon Completion and therefore the Offeror will not be extending the Offer or making any comparable offer arising out of or in relation to the Offer for any Share Options pursuant to the Takeovers Code.

Reference is made to the announcements dated 2 November 2004 (the “Announcement”) and 5 November 2004 made jointly by the Offeror and the Company (together the “Announcements”). Terms used herein shall bear the same meanings as those defined in the Announcements unless the context requires otherwise.

COMPLETION OF THE SALE AND PURCHASE AGREEMENT AND THE OFFER

The boards of directors of the Offeror and the Company announce that the conditional sale and purchase agreement dated 25 October 2004 entered into between the Vendor and the Offeror in relation to the sale by the Vendor and the purchase by the Offeror of the Sale Shares has been completed on 8 November 2004. Immediately following Completion, the Offeror and parties acting in concert with it own in aggregate

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renren Holdings Limited – Announcement 8 November 2004

3,160,922,790 Shares, representing approximately 46.16% of the entire issued share capital of the Company. The Offeror is therefore required under Rule 26.1 of the Takeover Code to make a mandatory conditional cash offer for all the issued Shares not already owned by it and parties acting in concert with it.

Details of the principal terms of the Sale and Purchase Agreement and the Offer were set out in the Announcement.

The Composite Offer Document jointly issued by and on behalf of the Offeror and the Company will be despatched to the Shareholders pursuant to the Takeover Code within 21 days after the date of the Announcement or such later date as the Executive may approve, which is expected to be on or before 23 November 2004.

CANCELLATION OF ALL OUTSTANDING SHARE OPTIONS UPON COMPLETION

As at the date of the Announcement, 215,742,600 Share Options granted by the Company under the share option scheme adopted by the Company on 26 June 2000 remain outstanding. Each of the holders of all outstanding Share Options has waived his or her rights under all the outstanding Share Options and all the outstanding Share Options have been cancelled upon Completion. There are no outstanding options, warrants or securities convertible or exchangeable into Shares as at the date of this announcement and therefore, the Offeror is not required to extend the Offer or make any comparable offer pursuant to the Takeovers Code.

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 non-executive Directors, namely Mr. Lo Chi Man, Mr. Wong Kwong Lung and Mr. Yip Tai Him.

By order of the board By order of the board Grand Cosmos Holdings Limited renren Holdings Limited Mr. Yu Pan Mr. Mak Chi Yeung Director Chairman

Hong Kong, 8 November 2004

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.

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.

* for identification purpose only

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

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renren Holdings Limited – Announcement 8 November 2004