Greenheart Group Limited — Proxy Solicitation & Information Statement 2005

Jul 12, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in renren Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibility for the contents of this circular, make 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 circular.

renren Holdings Limited 人人控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 59)

PROPOSALS FOR CAPITAL REORGANISATION, CHANGE OF BOARD LOT SIZE, ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME

Financial adviser to renren Holdings Limited

Tai Fook Capital Limited

A notice convening a special general meeting of renren Holdings Limited to be held on Thursday, 4 August 2005 at 11:00 a.m. at Private Room at Flamingo Cafe, 1st Floor, Newton Hotel, 218 Electric Road, North Point, Hong Kong is set out on pages 23 to 25 of this circular. A form of proxy is also enclosed. Whether or not you are able to attend and vote at the special general meeting in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrars in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude you from subsequently attending and voting at the meeting or any adjourned meeting, should you so wish.

• for identification purpose only

12 July 2005

CONTENTS

	Page
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Expected timetable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	iii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
The Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Effect of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Conditions of the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Change of board lot size and arrangement for odd lot trading . . . . . . . . . . . . . . . .	7
Reasons for the Capital Reorganisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Free exchange of share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Trading arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Listing and dealings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Proposed adoption of the New Share Option Scheme and
termination of the Existing Share Option Scheme . . . . . . . . . . . . . . . . . . . . . . . .	10
SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Voting on poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Additional information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Appendix — Summary of the principal terms
of the New Share Option Scheme. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Notice of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	23

— i —

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

— ii —

EXPECTED TIMETABLE

Set out below is an indicative timetable for the implementation of the Capital Reorganisation, the proposed change of board lot size and the related trading arrangements, which may be subject to changes. The Company will make further announcement if there are changes to the timetable.

==> picture [23 x 8] intentionally omitted <==

Latest time for lodging forms of proxy for the SGM. . . . . . . 11:00 a.m. on Tuesday, 2 August SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Thursday, 4 August Effective date of the Capital Reorganisation . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 5 August Original counter for trading in Shares in board lots of 8,000 Shares in the form of existing share certificates temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 5 August Temporary counter for trading in Adjusted Shares in board lots of 80 Adjusted Shares in the form of existing share certificates opens . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 5 August First day of free exchange of existing share certificates for Shares for new share certificates for Adjusted Shares . . . . . . . . . . . . . . Friday, 5 August Matching service for the sale and purchase of odd lots of Adjusted Shares commences . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 5 August Original counter for trading in Adjusted Shares in board lots of 2,000 Adjusted Shares in the form of new share certificates re-opens . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 19 August Parallel trading in Adjusted Shares in the form of existing share certificates and new share certificates commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:30 a.m. on Friday, 19 August Temporary counter for trading in Adjusted Shares in board lots of 80 Adjusted Shares in the form of existing share certificates closes . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 9 September Parallel trading in Adjusted Shares in the form of existing share certificates and new share certificates ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 9 September

— iii —

EXPECTED TIMETABLE

2005

Matching service for the sale and purchase

of odd lots of Adjusted Shares ends. . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 9 September

Last day for free exchange of existing share

certificates for Shares for new share certificates

for Adjusted Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 16 September

Note: All times refer to Hong Kong local times.

— iv —

DEFINITIONS

In this circular, unless the context requires otherwise, the following expressions have the following meanings:

• “Adjusted Share(s)” ordinary share(s) of HK$0.01 each in the capital of the Company upon the Capital Reorganisation becoming effective

• “associate” the meaning ascribed to it under the Listing Rules “Board” the board of Directors “business day” any day on which the Stock Exchange is open for the business of dealing in securities

• “Capital Reduction” the proposed reduction of the issued share capital of the Company by cancelling paid-up capital to the extent of HK$0.99 on each of the issued Consolidated Shares so that the amount paid up on each issued Consolidated Share will be reduced from HK$1.00 to HK$0.01

• “Capital Reorganisation” the proposed capital reorganisation of the Company involving the Share Consolidation, the Capital Reduction, the Share Premium Cancellation, the transfer of the entire credit amounts arising from the Capital Reduction and the Share Premium Cancellation to the contributed surplus account of the Company, the elimination of the Company’s accumulated losses and the Subdivision, details of which are set out in the paragraph headed “The Capital Reorganisation” in the section headed “Letter from the Board” of this circular

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “Companies Act” the Companies Act 1981 of Bermuda (as amended) “Company” renren Holdings Limited, a company incorporated in Bermuda with limited liability and the shares of which are listed on the main board of the Stock Exchange

• “Consolidated Share(s)” ordinary share(s) of HK$1.00 each in the capital of the Company immediately after the Share Consolidation but prior to the Capital Reduction and the Subdivision

“Directors” directors of the Company

— 1 —

DEFINITIONS

“Employee”	any employee or proposed employee (whether full time or part
	time) of any member of the Group or any Invested Entity,
	including any executive director of any member of the Group
	or any Invested Entity
“Existing Share Option	the existing share option scheme adopted by the Company on
Scheme”	26 June 2000
“Group”	the Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Invested Entity/Entities”	an entity/entities in which the Group holds any equity interest
“Latest Practicable Date”	8 July 2005, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information contained
	herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“New Share Option Scheme”	the share option scheme proposed to be adopted by the
	Company at the SGM, the principal terms of which are set out
	in the appendix to this circular
“Offer Date”	the date on which an offer of grant of an Option is made to a
	Participant or, in relation to a proposed grant of Options under
	certain circumstances as set out in the New Share Option
	Scheme, the date of the meeting of the Board proposing the
	offer notwithstanding that the offer and the acceptance thereof
	may be conditional upon subsequent approval by the
	Shareholders in general meeting, in either event such date must
	be a business day
“Option(s)”	option(s) to subscribe for share(s) of the Company pursuant to
	the New Share Option Scheme
“Participant(s)”	person(s) who or which is/are eligible to participate as
	grantee(s) in and receive Options under the New Share Option
	Scheme, as set out in the paragraph headed “(C) Who may
	join” in the appendix to this circular

— 2 —

DEFINITIONS

“SGM”	the special general meeting of the Company to be held at 11:00
	a.m. on 4 August 2005 at Private Room at Flamingo Cafe, 1st
	Floor, Newton Hotel, 218 Electric Road, North Point, Hong
	Kong and any adjournment thereof, notice of which is set out
	on pages 23 to 25 of this circular
“Share(s)”	existing ordinary share(s) of HK$0.01 each in the capital of
	the Company
“Share Consolidation”	the proposed consolidation of every 100 issued and unissued
	Shares into one Consolidated Share
“Share Premium	the proposed cancellation of the entire amount standing to the
Cancellation”	credit of the share premium account of the Company
“Shareholder(s)”	holder(s) of the Share(s) (or Adjusted Share(s) upon the Capital
	Reorganisation becoming effective)
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subdivision”	the proposed subdivision of each authorised but unissued
	Consolidated Share into 100 Adjusted Shares
“HK$”	Hong Kong dollars
“%”	per cent.

— 3 —

LETTER FROM THE BOARD

renren Holdings Limited 人人控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 59)

Executive Directors: Yu Pan (Chairman) Mai Zhi Hui Lau Yat Tung, Derrick

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent non-executive Directors:

Choy Shu Kwan Cheng Wing Keung, Raymond Chung Lai Fong, la Fontaine

Principal place of business in Hong Kong: Suite 2502B, Tower 1 Admiralty Centre 18 Harcourt Road Hong Kong

12 July 2005

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR CAPITAL REORGANISATION, CHANGE OF BOARD LOT SIZE, ADOPTION OF NEW SHARE OPTION SCHEME AND TERMINATION OF EXISTING SHARE OPTION SCHEME

INTRODUCTION

On 24 June 2005, the Board announced the proposal to implement the Capital Reorganisation which involves the Share Consolidation, the Capital Reduction, the Share Premium Cancellation, the transfer of the entire credit amounts arising from the Capital Reduction and the Share Premium Cancellation to the contributed surplus account of the Company, the elimination of the Company’s accumulated losses and the Subdivision, and to change the board lot size for trading in the shares of the Company from 8,000 Shares to 2,000 Adjusted Shares upon the Capital Reorganisation becoming effective. Also, the Company proposed to adopt the New Share Option Scheme and terminate the Existing Share Option Scheme.

• for identification purpose only

— 4 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information on the Capital Reorganisation, the change of board lot size and the New Share Option Scheme and to give you the notice of the SGM to be convened for the purpose of considering and, if thought fit, approving the Capital Reorganisation, the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme.

THE CAPITAL REORGANISATION

The Board proposes the Capital Reorganisation which involves the following:

• (i) the consolidation of every 100 Shares of HK$0.01 each (issued and unissued) into one Consolidated Share of HK$1.00;

• (ii) the reduction of the issued share capital of the Company by cancelling paid-up capital to the extent of HK$0.99 on each of the issued Consolidated Shares so that the nominal value of each issued Consolidated Share will be reduced from HK$1.00 to HK$0.01, and the transfer of the credit arising from such reduction to the contributed surplus account of the Company;

• (iii) the cancellation of the entire amount standing to the credit of the share premium account of the Company and the transfer of the credit arising therefrom to the contributed surplus account of the Company; and

• (iv) the subdivision of each authorised but unissued Consolidated Share into 100 Adjusted Shares.

As at the date of the announcement of the Company made on 24 June 2005, the authorised share capital of the Company was HK$300,000,000 divided into 30,000,000,000 Shares of HK$0.01 each, of which 8,202,373,585 Shares were in issue and fully paid or credited as fully paid. A total of 22,641,508 Shares were cancelled on 27 and 28 June 2005 pursuant to two court orders for the rectification of the register of members of the Company. As at the Latest Practicable Date, the number of issued Shares was 8,179,732,077 Shares and there were no outstanding options, convertible note or other securities of the Company convertible into or giving right to subscribe for Shares. On the assumption that no further Shares are issued after the Latest Practicable Date and up to the effective date of the Capital Reorganisation, a credit of approximately HK$80,979,347 will arise in the books of the Company as a result of the cancellation of the paid-up capital of HK$0.99 on each issued Consolidated Share. Based on the audited financial statements of the Company for the year ended 31 December 2004, a credit of approximately HK$534,185,000 will arise as a result of the cancellation of the entire amount standing to the credit of the share premium account of the Company. On the above basis, a total credit of approximately HK$615,164,347 will arise from the Capital Reduction and the Share Premium Cancellation and will be transferred to the contributed surplus account

— 5 —

LETTER FROM THE BOARD

of the Company. The Board proposes to apply part of the amount transferred to the contributed surplus account of the Company to set off and eliminate entirely the accumulated losses of the Company, which amounted to approximately HK$608,111,000 as at 31 December 2004.

Fractional Adjusted Shares will not be issued to individual Shareholders but will be aggregated and, if a premium (net of expenses) can be obtained, sold for the benefit of the Company.

EFFECT OF THE CAPITAL REORGANISATION

The following table sets out the effect of the Capital Reorganisation assuming that there is no change in the issued share capital of the Company between the Latest Practicable Date and immediately prior to the Capital Reorganisation becoming effective:

		After the Share
		Consolidation
		but before the	Upon the Capital
	As at the Latest	Capital Reduction	Reorganisation
	Practicable Date	and the Subdivision	becoming effective
Authorised share capital	HK$300,000,000	HK$300,000,000	HK$300,000,000
Divided into:	30,000,000,000	300,000,000	30,000,000,000
	Shares of	Consolidated Shares	Adjusted Shares of
	HK$0.01 each	of HK$1.00 each	HK$0.01 each
Issued share capital	HK$81,797,320.77	HK$81,797,320	HK$817,973.20
Divided into:	8,179,732,077	81,797,320	81,797,320
	Shares of	Consolidated Shares	Adjusted Shares
	HK$0.01 each	of HK$1.00 each	of HK$0.01 each
Unissued share capital	HK$218,202,679.23	HK$218,202,680	HK$299,182,026.80
Divided into:	21,820,267,923	218,202,680	29,918,202,680
	Shares of	Consolidated Shares	Adjusted Shares
	HK$0.01 each	of HK$1.00 each	of HK$0.01 each

The Adjusted Shares will rank pari passu in all respects with each other. Other than the expenses incurred and to be incurred in relation to the Capital Reorganisation (which are estimated to be approximately HK$0.3 million), the implementation of the Capital Reorganisation will not alter the underlying assets, business operations, management or financial position of the Group or the interests or rights of the Shareholders, save that any fractional Adjusted Shares will not be issued to individual Shareholders but will be aggregated and, if a premium (net of expenses) can be obtained, sold for the benefit of the Company. The Capital Reorganisation itself will not have any material adverse effect on the financial position of the Group.

— 6 —

LETTER FROM THE BOARD

CONDITIONS OF THE CAPITAL REORGANISATION

The Capital Reorganisation is conditional upon:

• (i) the passing of the necessary resolution(s) by the Shareholders to approve the Capital Reorganisation at the SGM;

• (ii) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Adjusted Shares arising from the Capital Reorganisation;

• (iii) the publication of a notice of the Capital Reduction and the Share Premium Cancellation in Bermuda in accordance with the Companies Act; and

• (iv) the Directors confirming on the date on which the Capital Reduction and the Share Premium Cancellation take effect, that there are no reasonable grounds for believing that the Company is, or after the Capital Reduction and the Share Premium Cancellation would be, unable to pay its liabilities as they become due.

CHANGE OF BOARD LOT SIZE AND ARRANGEMENT FOR ODD LOT TRADING

At present, the Shares are traded in board lots of 8,000. The Board proposes to change the board lot size for trading in the shares of the Company from 8,000 Shares to 2,000 Adjusted Shares upon the Capital Reorganisation becoming effective. Based on the closing price of HK$0.01 per Share on the Latest Practicable Date and the existing board lot size of 8,000 Shares, the existing board lot value is HK$80. Based on the closing price of HK$0.01 per Share on the Latest Practicable Date and the new board lot size of 2,000 Adjusted Shares, the new board lot value will be HK$2,000.

In order to facilitate the trading of odd lots of the Adjusted Shares which would arise as a result of the Capital Reorganisation, the Company has appointed an agent, commencing from the effective date of the Capital Reorganisation, to match, on a best efforts basis, the sale and purchase of odd lots of the Adjusted Shares. However, Shareholders should note that the matching of the sale and purchase of odd lots of Adjusted Shares is not guaranteed. Holders of odd lots of Adjusted Shares who wish to take advantage of this facility should contact Mr. Gilbert Lam of Tai Fook Securities Company Limited of 25th Floor, New World Tower, 1618 Queen’s Road Central, Hong Kong (telephone number: 2160 9963) during the period from Friday, 5 August 2005 to Friday, 9 September 2005 (both dates inclusive).

— 7 —

LETTER FROM THE BOARD

REASONS FOR THE CAPITAL REORGANISATION

As at the Latest Practicable Date, the closing price of the Shares as quoted on the Stock Exchange was HK$0.01 per Share. Under Rule 13.64 of the Listing Rules, the Stock Exchange reserves the right to require an issuer either to change the trading method or to proceed with a consolidation of its securities where the market price of the securities of the issuer approaches the extremities of HK$0.01. Accordingly, the Directors propose the Share Consolidation by which every 100 Shares will be consolidated into one Consolidated Share. In view of the relatively low market value for each existing board lot for trading of the Shares, the Board also believes that the Share Consolidation will reduce the transaction costs for dealing in the shares of the Company, including charges by reference to the number of share certificates issued.

The nominal value of each share of the Company resulting from the Share Consolidation will be HK$1.00. Under the laws of Bermuda, a company may not issue shares at a discount to the nominal value of such shares. Accordingly, the Directors propose the Capital Reduction and the Subdivision by which the nominal value of the Consolidated Shares will be reduced which allows a greater flexibility in the pricing for any issue of new shares of the Company.

According to the audited financial statements of the Company for the year ended 31 December 2004, the Company had accumulated losses of approximately HK$608,111,000 as at 31 December 2004. With such accumulated losses, the Company would not be able to pay dividends to Shareholders until such accumulated losses are eliminated. The Capital Reduction and the Share Premium Cancellation and the application of the credit amounts arising therefrom will allow the Company to eliminate the accumulated losses. The elimination of the Company’s accumulated losses will allow greater flexibility for the Company to pay dividends in the future.

The Directors consider that the Capital Reorganisation is in the interests of the Company and the Shareholders as a whole.

FREE EXCHANGE OF SHARE CERTIFICATES

Subject to the Capital Reorganisation becoming effective, Shareholders may, between 9:00 a.m. and 4:00 p.m. from Friday, 5 August 2005 to Friday, 16 September 2005 (both dates inclusive), submit existing certificates for the Shares to the Company’s branch share registrars in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, for free exchange of existing share certificates for new certificates for the Adjusted Shares. Thereafter, certificates for the Shares will be accepted for exchange for new certificates for the Adjusted Shares only on payment of a fee of HK$2.50 (or such higher amount as may be stipulated in the Listing Rules from time to time) for each new certificate to be issued or each old certificate submitted, whichever number of certificates is higher.

— 8 —

LETTER FROM THE BOARD

In order to distinguish between the existing certificates for the Shares and new certificates for the Adjusted Shares, certificates for the Adjusted Shares will be blue in colour, which is different from existing certificates for the Shares, which are green in colour.

It is expected that the new certificates for the Adjusted Shares will be available for collection within 10 business days from the date of submission of the existing certificates for the Shares to the Company’s branch share registrars in Hong Kong at the above address. Unless otherwise instructed, new certificates will be issued in board lots of 2,000 Adjusted Shares.

TRADING ARRANGEMENTS

Subject to the Capital Reorganisation becoming effective, dealings in the Adjusted Shares are expected to commence on Friday, 5 August 2005 and it is proposed that arrangements for trading in the Adjusted Shares will be as follows:

• (a) with effect from 9:30 a.m. on Friday, 5 August 2005, the original counter for trading in Shares in board lots of 8,000 Shares in the form of existing share certificates will be closed. A temporary counter for trading in Adjusted Shares in board lots of 80 Adjusted Shares in the form of existing share certificates (in green colour) for the Shares will be established and every 100 Shares will be deemed to represent one Adjusted Share. Existing share certificates (in green colour) for Shares can only be traded at the temporary counter;

• (b) with effect from 9:30 a.m. on Friday, 19 August 2005, the original counter will be reopened for trading in Adjusted Shares in board lots of 2,000 Adjusted Shares. Only new blue colour share certificates for Adjusted Shares can be traded at this counter;

• (c) during the period from Friday, 19 August 2005 to Friday, 9 September 2005 (both dates inclusive), there will be parallel trading at the above two counters; and

• (d) the temporary counter for trading in existing share certificates in board lots of 80 Adjusted Shares will be withdrawn after the close of trading on Friday, 9 September 2005 and thereafter trading will only be done in Adjusted Shares in board lots of 2,000 Adjusted Shares (represented by new blue colour share certificates). Existing green colour share certificates will only be valid for delivery and settlement in respect of dealings for the period up to and including Friday, 9 September 2005 and thereafter will not be acceptable for delivery and settlement purposes. However, valid green colour certificates for Shares will continue to be good evidence of legal title to the Adjusted Shares on the basis of 100 Shares for one Adjusted Share and may be exchanged for new blue colour share certificates for Adjusted Shares at the Company’s branch share registrars in Hong Kong, Abacus Share Registrars Limited, at any time on payment of a prescribed fee.

— 9 —

LETTER FROM THE BOARD

LISTING AND DEALINGS

Application has been made by the Company to the Stock Exchange for the granting of the listing of, and permission to deal in, the Adjusted Shares in issue following the Capital Reorganisation becoming effective.

No part of the share capital of the Company is listed or dealt in on any other stock exchanges other than the Stock Exchange and no such listing or permission to deal is being or is currently proposed to be sought from any other stock exchanges.

Dealings in the Adjusted Shares will be subject to Hong Kong stamp duty.

Subject to the granting of the listing of, and permission to deal in, the Adjusted Shares on the Stock Exchange, the Adjusted Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the Adjusted Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME AND TERMINATION OF THE EXISTING SHARE OPTION SCHEME

The Existing Share Option Scheme was adopted by the Company on 26 June 2000. The Board notes that the Stock Exchange has on 23 August 2001 announced amendments to Chapter 17 of the Listing Rules, which amendments came into effect on 1 September 2001. In compliance with the amendments to the Listing Rules, the Board considers that it is in the interests of the Company to terminate the Existing Share Option Scheme and to adopt the New Share Option Scheme. At the SGM, an ordinary resolution will be proposed to the Shareholders for the purpose of considering and, if thought fit, approving the adoption of the New Share Option Scheme pursuant to which the Participants may be granted options to subscribe for shares of the Company upon and subject to the terms and conditions of the New Share Option Scheme, and the termination of the Existing Share Option Scheme.

A summary of the principal terms of the New Share Option Scheme proposed to be approved and adopted by the Company at the SGM is set out in the appendix to this circular. A copy of the New Share Option Scheme is available for inspection at the principal place of business of the Company in Hong Kong, Suite 2502B, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong during normal business hours from the date of this circular up to and including 4 August 2005 and at the SGM.

— 10 —

LETTER FROM THE BOARD

The total number of share options granted and exercised under the Existing Share Option Scheme were 1,708,657,850 and 67,795,700 respectively. The remaining balance of the share options granted but not exercised (being 1,640,862,150 share options) was either cancelled/ lapsed (being 1,398,639,750 share options) or eliminated pursuant to the adjustment as a result of the share consolidation of the Company in 2002 (being 242,222,400 share options). As at the Latest Practicable Date, there was no outstanding share option under the Existing Share Option Scheme and the Company had no other share option scheme.

The New Share Option Scheme shall take effect subject to:

• (a) the passing of an ordinary resolution by the Shareholders to approve and adopt the New Share Option Scheme, to authorise the Directors to grant Options thereunder and to allot and issue shares of the Company pursuant to the exercise of any Options granted under the New Share Option Scheme and to terminate the Existing Share Option Scheme; and

• (b) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, any shares of the Company to be issued and allotted pursuant to the exercise of Options to be granted under the New Share Option Scheme to the extent of 10% of the total number of shares of the Company in issue at the date of approval of the New Share Option Scheme.

As at the Latest Practicable Date, there were 8,179,732,077 Shares in issue. Assuming that there is no change in the issued share capital of the Company during the period from the Latest Practicable Date to the date of adoption of the New Share Option Scheme, the maximum number of shares of the Company that may be issued upon exercise of all options to be granted under the New Share Option Scheme and any other share option scheme of the Company (if any) will be 817,973,207 Shares (or 8,179,732 Adjusted Shares after taking into consideration the effect of the Capital Reorganisation), being 10% of the Company’s issued share capital as at the Latest Practicable Date. Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose of calculating the 10% limit. Further information on the terms of the New Share Option Scheme in relation to the maximum number of shares of the Company available for subscription under the New Share Option Scheme and the refreshment of the 10% limit are set out in the appendix to this circular.

The purpose of the New Share Option Scheme is to provide incentives or rewards to Participants for contribution they have made or may make to the Group and/or to enable the Group to recruit and retain high-calibre employees and attract human resources that are valuable to the Group and/or any Invested Entity.

The New Share Option Scheme does not specify a minimum period for which an Option must be held nor a performance target which must be achieved before an Option can be exercised. However, the New Share Option Scheme provides that the Directors may, at their discretion,

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LETTER FROM THE BOARD

fix any minimum period for which an Option must be held, any performance targets that must be achieved and/or any other conditions that must be fulfilled before an Option can be exercised. The Board may also provide restrictions on the exercise of an Option during the period an Option may be exercised. Such conditions may assist the Group to retain employees of the Group and/or Invested Entities and its relationship with other Participants and provide incentive to the Participants to work for the betterment of business of the Group and/or Invested Entities. Given that the exercise price of the Options shall be at a price determined by the Board which shall be no less than the highest of: (i) the closing price of the shares of the Company as stated in the daily quotations sheet issued by the Stock Exchange on the Offer Date; (ii) the average closing price of the shares of the Company as stated in the daily quotations sheets issued by the Stock Exchange for the five business days immediately preceding the Offer Date; and (iii) the nominal value of the shares of the Company, holders of the Options will be motivated to contribute to the success of the Group and/or Invested Entities as the value of their Options will depend upon the market price of the shares of the Company.

No trustees will be appointed under the New Share Option Scheme.

The Directors consider that it is not appropriate to state the value of all Options that can be granted under the New Share Option Scheme as if they had been granted as at the Latest Practicable Date. The Directors believe that any statement regarding the value of the Options as at the Latest Practicable Date will not be meaningful to Shareholders since a number of variables needed to calculate the value of Options cannot be determined at this stage. These variables include the exercise price, exercise period, any performance targets set, interest rate and the value of the shares of the Company etc.

SGM

Set out on pages 23 to 25 is a notice convening the SGM to be held at Private Room at Flamingo Cafe, 1st Floor, Newton Hotel, 218 Electric Road, North Point, Hong Kong at 11:00 a.m. on Thursday, 4 August 2005 at which resolutions will be proposed to the Shareholders to consider and, if thought fit, approve the Capital Reorganisation, the adoption of New Share Option Scheme and the termination of the Existing Share Option Scheme.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon to the Company’s branch share registrars in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for holding the SGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjourned meeting thereof should you so wish.

— 12 —

LETTER FROM THE BOARD

VOTING ON POLL

Pursuant to bye-law 66 of the existing bye-laws of the Company, a resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

• (b) by at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (c) by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than onetenth of the total voting rights of all members having the right to vote at the meeting; or

• (d) by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

A demand by a person as proxy for a member or in the case of a member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a member.

RECOMMENDATION

The Directors consider that the Capital Reorganisation, the adoption of the New Share Option Scheme and the termination of the Existing Share Option Scheme are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions set out in the notice of SGM.

ADDITIONAL INFORMATION

Your attention is also drawn to the additional information set out in the appendix to this circular.

Yours faithfully,

For and on behalf of the Board

renren Holdings Limited

Yu Pan

Chairman

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

Set out below is a summary of the principal terms and conditions of the New Share Option Scheme but does not form part of nor is it intended to be part of the New Share Option Scheme. The Directors reserve the right at any time prior to the SGM to make such amendments to the New Share Option Scheme as they may consider necessary or appropriate provided that such amendments do not conflict in any material respect with the summary in this Appendix.

(A) PURPOSE OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme enables the Company to grant options to selected persons as incentives or rewards for contribution they have made or may make to the Group or any Invested Entity.

(B) ADMINISTRATION OF THE NEW SHARE OPTION SCHEME

The New Share Option Scheme shall be subject to the administration by the Board which includes a duly authorised committee thereof and the decision of the Board shall be final and binding on all parties.

(C) WHO MAY JOIN

The Board may, at its discretion, grant Options to any of the Participants.

Participants means (i) any Employee; (ii) any directors (including executive, nonexecutive and independent non-executive directors) of any member of the Group or any Invested Entity; (iii) any supplier of goods or services to any member of the Group or any Invested Entity; (iv) any customer of any member of the Group or any Invested Entity; (v) any person or entity that provides research, development or other technological support to any member of the Group or any Invested Entity; (vi) any consultant or adviser of any member of the Group or any Invested Entity; (vii) any shareholder of any member of the Group or any Invested Entity or any holder of any securities issued by any member of the Group or any Invested Entity, and, for the purposes of the New Share Option Scheme, Options may be granted to any company wholly owned by one or more persons belonging to any of the above classes of Participants.

(D) PRICE OF SHARES OF THE COMPANY

The subscription price of a share of the Company in respect of any particular Option shall be such price as the Board in its absolute discretion shall determine, save that such price will not be less than the highest of (i) the closing price of the shares of the Company as stated in the Stock Exchange’s daily quotations sheet on the Offer Date;

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

(ii) the average of the closing prices of the shares of the Company as stated in the Stock Exchange’s daily quotations sheets on the five business days immediately preceding the Offer Date; and (iii) the nominal value of the shares of the Company.

(E) MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUE

• (i) The overall limit on the number of shares of the Company which may be issued upon exercise of all outstanding options granted and yet to be exercised under the New Share Option Scheme and any other share option scheme of the Company must not, in aggregate, exceed 30% of the shares of the Company in issue from time to time.

• (ii) Subject to sub-paragraph (i) above, the total number of shares of the Company available for issue under options which may be granted under the New Share Option Scheme and any other share option scheme of the Company must not, in aggregate, exceed 10% of the shares of the Company in issue as at the date of approval of the New Share Option Scheme (the “Scheme Mandate Limit”), unless Shareholders’ approval has been obtained pursuant to sub-paragraphs (iii) and (iv) below. Options lapsed in accordance with the terms of the New Share Option Scheme will not be counted for the purpose of calculating the Scheme Mandate Limit.

• (iii) Subject to sub-paragraph (i) above, the Company may refresh the Scheme Mandate Limit at any time subject to approval of the Shareholders in general meeting. However, the Scheme Mandate Limit as refreshed must not exceed 10% of the shares of the Company in issue as at the date of the aforesaid Shareholders’ approval (the “Refreshed Limit”). Options previously granted under the New Share Option Scheme and any other share option scheme of the Company (including those outstanding, cancelled, lapsed in accordance with such schemes or exercised options) will not be counted for the purpose of calculating the Refreshed Limit. The Company must send a circular to the Shareholders in compliance with the requirements under the Listing Rules.

• (iv) Subject to sub-paragraph (i) above, the Company may also seek separate approval of the Shareholders in general meeting for granting Options beyond the Scheme Mandate Limit provided that the Options in excess of the Scheme Mandate Limit are granted only to Participants specifically identified by the Company before such approval is sought. The Company must send a circular to the Shareholders containing a generic description of the specified Participants, the number and

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

terms of Options to be granted, the purpose of granting Options to the specified Participants with an explanation as to how the Options serve such purpose and such other requirements under the Listing Rules.

(F) MAXIMUM ENTITLEMENT OF EACH PARTICIPANT

The total number of shares of the Company issued and to be issued upon exercise of the options granted and to be granted to each Participant (including exercised, cancelled and outstanding options) under the New Share Option Scheme and any other share option scheme of the Company in any 12-month period up to and including the Offer Date shall not exceed 1% of the shares of the Company in issue at the Offer Date (the “Individual Limit”). Any further grant of options in excess of the Individual Limit must be subject to Shareholders’ approval in general meeting with such Participant and his, her or its associates abstaining from voting. The Company must send a circular to the Shareholders disclosing the identity of the Participant, the number and terms of the Options to be granted (and options previously granted to such Participant) and such other requirements under the Listing Rules. The number and terms (including the subscription price) of the Options to be granted to such Participant must be fixed before the date of the relevant Shareholders’ meeting and the date of the relevant Board meeting for proposing the offer of grant of the Options should be taken as the Offer Date for the purpose of calculating the subscription price.

(G) GRANT OF OPTIONS TO CONNECTED PERSONS

• (i) Any grant of Options to a connected person (as such term is defined in the Listing Rules) of the Company or his, her or its associates must be approved by the independent non-executive Directors (excluding any independent non-executive Director who is the proposed grantee of the Options).

• (ii) Where any grant of options to a substantial shareholder (as such term is defined in the Listing Rules) of the Company or an independent non-executive Director or their respective associates would result in the shares of the Company issued and to be issued upon exercise of all options already granted and to be granted (including options exercised, cancelled and outstanding) under the New Share Option Scheme and any other share option scheme of the Company to such person in the 12-month period up to and including the Offer Date:

• (aa) representing in aggregate over 0.1% of the shares of the Company in issue; and

• (bb) having an aggregate value, based on the closing price of the shares of the Company at each Offer Date, in excess of HK$5 million,

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

such further grant of Options must be subject to approval of the Shareholders in general meeting taken on a poll. The Company must send a circular to the Shareholders. All connected persons of the Company must abstain from voting at such general meeting, except that any connected person of the Company may vote against the resolution provided that his, her or its intention to do so has been stated in the circular. In addition, Shareholders’ approval as described above is also required for any change in the terms of Options already granted to a grantee who is a substantial shareholder of the Company, an independent non-executive Director or any of their respective associates.

• (iii) The requirements for the granting of Options to a Director or chief executive of the Company set out above do not apply where the Participant is only a proposed Director or chief executive of the Company.

(H) TIME OF AND PAYMENT ON ACCEPTANCE OF GRANT OF OPTION

An offer of grant of an Option shall remain open for acceptance by the Participant to whom an offer of grant of an Option is made for a period of 21 days from the Offer Date, provided that no such offer shall be open for acceptance after the tenth anniversary of the date of adoption of the New Share Option Scheme or after the New Share Option Scheme has been terminated in accordance with the provision thereof. A consideration of HK$1 is payable on acceptance of the offer.

(I) TIME OF EXERCISE OF OPTION

An Option may be exercised in accordance with the terms of the New Share Option Scheme at any time during a period to be determined by the Board at its absolute discretion and to be notified by the Board to each grantee but may not be exercised after the expiry of ten years from the date of grant of the Option. The Board may provide restrictions on the exercise of an Option during the period an Option may be exercised including, if appropriate, a minimum period for which an Option must be held or a performance target which must be achieved before an Option can be exercised. The New Share Option Scheme does not provide for any minimum period for which an Option must be held or a performance target which must be achieved before any of the Options can be exercised.

(J) RIGHTS ARE PERSONAL TO GRANTEE

An Option may not be transferred or assigned and is personal to the grantee.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

(K) RIGHTS ON CESSATION OF EMPLOYMENT BY DISMISSAL

If the grantee of an Option is an Employee and ceases to be an Employee by reason of the termination of his or her employment on the grounds that he or she has been guilty of serious misconduct, or appears either to be unable to pay or to have no reasonable prospect being able to pay debts or has become insolvent or has made any arrangement or composition with his or her creditors generally, or has been convicted of any criminal offence involving his or her integrity or honesty, his or her Option will lapse on the date of termination of the employment.

(L) RIGHTS ON DEATH

If the grantee of an Option is an Employee and ceases to be an Employee by reason of his or her death before exercising the Option in full and none of the events referred to in paragraph (K) above as ground for termination of his or her employment by the Group or the Invested Entity arises, his or her personal representative(s) may exercise the Option (to the extent not already exercised) within a period of twelve months from the date of death, failing which it will lapse.

(M) RIGHTS ON CESSATION OF EMPLOYMENT FOR OTHER REASONS

If the grantee of an Option is an Employee and ceases to be an Employee for any other reason, his or her Option may be exercised within three months following the date of such cessation, which date shall be the last actual working day with the Group or the Invested Entity, whether salary is paid in lieu of notice or not.

(N) CANCELLATION OF OPTIONS

Any cancellation of any Option which has neither lapsed nor been exercised in full shall be conditional on the approval by the Board and the grantee concerned. In the event that such Options have been cancelled, the issue of new Options to the same grantee shall be made with available unissued Options (excluding the cancelled Options) within the Scheme Mandate Limit or the Refreshed Limit, as the case may be.

(O) EFFECTS OF ALTERATIONS TO SHARE CAPITAL

In the event of any alteration in the capital structure of the Company whilst any Option remains exercisable, whether by way of capitalisation issue, rights issue, sub-division or consolidation of shares of the Company, or reduction of capital of the Company or otherwise howsoever, such corresponding alterations (if any) shall be made to the aggregate number of shares of the Company in respect of which Options may be granted and/or the number of shares of the Company to which any Options relate so far as

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

unexercised and/or the subscription price of each outstanding Option as the independent financial adviser or the auditors of the Company shall certify in writing to the Board to be in their opinion to have satisfied the requirements of Rule 17.03(13) of the Listing Rules and the note thereto (except in the case of a capitalisation issue where no such certification is required). Any such alterations will be made on the basis that the aggregate subscription price payable on the full exercise of any Option is to remain as nearly as possible the same (and in any event not greater than) as it was before such event. No such alteration will be made the effect of which would be to enable a share of the Company to be issued at less than its nominal value or which would change the proportion of the issued share capital of the Company for which any grantee of an Option is entitled to subscribe pursuant to the Options held by him or her before such alteration. The issue of shares of the Company as consideration in a transaction is not to be regarded as a circumstance requiring any such alterations.

(P) RIGHTS ON A GENERAL OFFER

• (i) In the event of a general offer (other than by way of scheme of arrangement referred to below) being made to all the holders of shares of the Company (or all such holders other than the offeror, any person controlled by the offeror and any person acting in association or concert with the offeror) and such offer becomes or is declared unconditional prior to the expiry date of the relevant Option, the grantee (or his or her legal personal representatives) shall be entitled to exercise the Option (to the extent not already exercised) in full or to the extent specified in such notice at any time within one month of the notice given by the offeror to acquire the remaining shares of the Company.

• (ii) In the event of a general offer by way of scheme of arrangement being made to all the holders of shares of the Company and having been approved by the necessary number of holders of shares of the Company at the requisite meetings, the grantee (or his or her personal representatives) may thereafter (but before such time as shall be notified by the Company) exercise the Option (to the extent not already exercised) to its full extent or to the extent specified in such notice.

(Q) RIGHTS ON WINDING UP

In the event a notice is given by the Company to the Shareholders to convene a Shareholders’ meeting for the purpose of considering and, if thought fit, approving a resolution to voluntarily wind up the Company, the Company shall forthwith give notice thereof to the grantee and the grantee (or his or her legal personal representatives) may by notice in writing to the Company (such notice to be received by the Company not later than four business days prior to the proposed Shareholders’ meeting) exercise the

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APPENDIX SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice and the Company shall as soon as possible and in any event no later than the business day immediately prior to the date of the proposed Shareholders’ meeting, allot and issue such number of shares of the Company to the grantee which falls to be issued on such exercise.

(R) RIGHTS ON COMPROMISE OR ARRANGEMENT

Other than a scheme of arrangement referred to in sub-paragraph (ii) of paragraph (P) above, in the event of a compromise or arrangement between the Company and its members or creditors being proposed in connection with the scheme for the reconstruction or amalgamation of the Company, the Company shall give notice thereof to all grantees on the same day as it gives notice of the meeting to its members or creditors to consider such a scheme or arrangement and the grantee (or his or her personal representatives) may by notice in writing to the Company accompanied by the remittance for the exercise price in respect of the relevant Option (such notice to be received by the Company not later than four business days prior to the proposed meeting) exercise the Option (to the extent not already exercised) either to its full extent or to the extent specified in such notice and the Company shall as soon as possible and in any event no later than the business day immediately prior to the date of the proposed meeting, allot and issue such number of shares of the Company to the grantee which falls to be issued on such exercise credited as fully paid and registered the grantee as holder thereof.

(S) RANKING OF SHARES

Shares of the Company to be allotted and issued on the exercise of Options will rank pari passu with the other fully-paid shares of the Company in issue as from the date when the name of the grantee is registered on the register of members of the Company and accordingly will entitle the holders to participate in all dividends or other distributions paid or made on or after the date when the name of the grantee is registered on the register of members of the Company.

(T) PERIOD OF THE NEW SHARE OPTION SCHEME

Subject to earlier termination by the Company in general meeting or by the Board, the New Share Option Scheme shall be valid and effective for a period of ten years from the date of adoption of the New Share Option Scheme. After the expiry of the ten-year period, no further Options will be offered or granted but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect.

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

(U) TERMINATION OF THE NEW SHARE OPTION SCHEME

The Company by ordinary resolution in general meeting or the Board may at any time terminate the operation of the New Share Option Scheme and in such event no further Options will be offered or granted but in all other respects the provisions of the New Share Option Scheme shall remain in full force and effect. Options complying with the provisions of Chapter 17 of the Listing Rules which are granted during the life of the New Share Option Scheme and remain unexpired immediately prior to the termination of the operation of the New Share Option Scheme shall continue to be exercisable thereafter.

(V) LAPSE OF OPTION

An Option shall lapse automatically and not be exercisable, to the extent not already exercised, on the earliest of:

• (i) the expiry of the option period;

• (ii) the expiry of the periods referred to in paragraphs (L), (M) or (R), respectively;

• (iii) subject to the scheme of arrangement becoming effective, the expiry of the period referred to in sub-paragraph (ii) of paragraph (P);

• (iv) where the grantee of an Option is an Employee, the date on which he or she ceases to be an Employee by reason of the termination of his or her employment on the grounds referred to in paragraph (K);

• (v) subject to the provision referred to in paragraph (Q), the date of the commencement of the voluntary winding up of the Company;

• (vi) the date on which the grantee sells, transfers, charges, mortgages, encumbers or creates any interest in favour of any third party over or in relation to the Option in breach of the New Share Option Scheme;

• (vii) the expiry of the period referred to in sub-paragraph (i) of paragraph (P) provided that if any court of competent jurisdiction makes an order the effect of which is to prevent the offeror from acquiring shares of the Company in the offer, the relevant period within which Options may be exercised shall not begin to run until the discharge of the order in question or unless the offer lapses or is withdrawn before that date; or

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SUMMARY OF THE PRINCIPAL TERMS OF THE NEW SHARE OPTION SCHEME

APPENDIX

• (viii) the date on which the grantee commits a breach of any terms or conditions attached to the grant of the Option, unless otherwise resolved to the contrary by the Board.

(W) ALTERATIONS TO THE NEW SHARE OPTION SCHEME

The New Share Option Scheme may subject to the Listing Rules be altered in any respect by resolution of the Board except that the provisions of the New Share Option Scheme as to:

• (i) the definitions of “Participant”, “Grantee” and “Option Period” in paragraph 1.1 of the New Share Option Scheme; and

• (ii) the purpose of the New Share Option Scheme, the duration of the New Share Option Scheme, the grant of Options, the subscription price, the exercise of Options, the lapse of Options, the maximum number of shares of the Company available for subscription, the reorganisation of the capital structure of the Company and the alteration of the New Share Option Scheme,

are governed by Rule 17.03 of the Listing Rules and shall not be altered to the advantage of grantees or prospective grantees except with the prior sanction of a resolution of the Company in general meeting (with all grantees, prospective grantees and their associates abstaining from voting). No such alteration shall operate to affect adversely the terms of issue of any Option granted or agreed to be granted prior to such alteration except with the consent or sanction of such majority of the grantees as would be required of the Shareholders under the bye-laws for the time being of the Company for a variation of the rights attached to the shares of the Company. Any alterations to the terms and conditions of the New Share Option Scheme which are of a material nature or any change to the terms of Options granted must be approved by the Shareholders at a general meeting, except where such alterations take effect automatically under the existing terms of the New Share Option Scheme. Any change to the authority of the Board in relation to any alteration to the terms of the New Share Option Scheme must be approved by the Shareholders at a general meeting.

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NOTICE OF THE SGM

renren Holdings Limited 人人控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 59)

NOTICE IS HEREBY GIVEN that a special general meeting of renren Holdings Limited (the “Company”) will be held on Thursday, 4 August 2005 at 11:00 a.m. at Private Room at Flamingo Cafe, 1st Floor, Newton Hotel, 218 Electric Road, North Point, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions which will be proposed as special and ordinary resolutions, as the case may be, of the Company:

SPECIAL RESOLUTION

“ THAT , with effect from 9:30 a.m. on the next business day following the date on which this resolution is passed (the “Effective Date”) and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting the permission to deal in, the ordinary shares of HK$0.01 each in the Company arising from the Capital Reorganisation (as defined below):

• (a) every one hundred (100) issued and unissued ordinary shares of HK$0.01 each in the capital of the Company be consolidated into one (1) consolidated share of HK$1.00 each (the “Consolidated Share”) (the “Share Consolidation”);

• (b) all of the Consolidated Shares resulting from the Share Consolidation shall rank pari passu in all respects with each other;

• (c) the nominal value of the issued share capital of the Company be reduced by cancelling paid-up capital to the extent of HK$0.99 on each Consolidated Share of HK$1.00 of the Company in issue on the Effective Date such that each issued Consolidated Share of HK$1.00 in the capital of the Company shall be treated as one (1) fully paid up ordinary share of HK$0.01 in the capital of the Company (the “Capital Reduction”);

• (d) the total amount standing to the credit of the share premium account of the Company as at the Effective Date be cancelled (the “Share Premium Cancellation”);

• for identification purpose only

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NOTICE OF THE SGM

• (e) subject to and forthwith upon the Capital Reduction and the Share Premium Cancellation taking effect, the credit arising from the Capital Reduction and the Share Premium Cancellation be transferred to the contributed surplus account of the Company and that the directors of the Company (the “Directors”) be authorised to utilise the credit in the contributed surplus account of the Company in accordance with the bye-laws of the Company and the Companies Act 1981 of Bermuda, including to eliminate the entire amount of the accumulated losses of the Company as at 31 December 2004 (the “Application of Credit”);

• (f) subject to and forthwith upon the Capital Reduction taking effect, each of the Consolidated Share of HK$1.00 each in the authorised but unissued share capital of the Company be subdivided into one hundred (100) ordinary shares of HK$0.01 each (the “Share Subdivision”); and

• (g) the Directors be and are authorised generally to do all things appropriate to effect and implement the Share Consolidation, the Capital Reduction, the Share Premium Cancellation, the Application of Credit and the Share Subdivision (collectively, the “Capital Reorganisation”).”

ORDINARY RESOLUTION

“ THAT the existing share option scheme adopted by the Company on 26 June 2000 be terminated and the rules of the new share option scheme (a copy of which has been submitted to the meeting and signed by the Chairman of the meeting for the purpose of identification) be and are hereby approved and adopted as the new share option scheme of the Company (the “New Share Option Scheme”) and that the directors of the Company be and are hereby authorized to implement the same and subject to the Listing Committee of The Stock Exchange of Hong Kong Limited approving the listing of, and granting permission to deal in the shares of the Company to be issued and allotted pursuant to the exercise of options to be granted under the New Share Option Scheme, to grant options thereunder and to allot and issue shares of the Company pursuant to the exercise of any options granted thereunder.”

By order of the Board

renren Holdings Limited

Yu Pan Chairman

Hong Kong, 12 July 2005

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NOTICE OF THE SGM

Principal place of business in Hong Kong: Suite 2502B, Tower 1 Admiralty Centre 18 Harcourt Road Hong Kong

As at the date of this notice, the board of directors of the Company comprises three executive directors, being Mr. Yu Pan (Chairman), Mr. Mai Zhi Hui and Mr. Lau Yat Tung, Derrick, and three independent non-executive directors, being Mr. Choy Shu Kwan, Mr. Cheng Wing Keung, Raymond and Ms. Chung Lai Fong, la Fontaine.

Notes:

1. Any member of the Company entitled to attend and vote at the meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

2. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. The instrument appointing a proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, must be delivered to the Company’s branch share registrars in Hong Kong, Abacus Share Registrars Limited, at Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong not less than forty eight (48) hours before the time appointed for holding the meeting or adjourned meeting.

4. Delivery of an instrument appointing a proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

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