Greenheart Group Limited — Proxy Solicitation & Information Statement 2006

Jan 23, 2006

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 takes no responsibility for the contents of this circular, 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 circular.

renren Holdings Limited 人人控股有限公司[*] (Incorporated in Bermuda with limited liability)

(Stock code: 59)

PROPOSED CHANGE OF COMPANY NAME, REFRESHMENT OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of renren Holdings Limited to be held on Wednesday, 15 February 2006 at 11:00 a.m. at the office of Strategic Public Relations Group Limited, Room 3203, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong is set out on pages 8 to 9 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 26th Floor, Tesbury Centre, 28 Queen’s Road East, 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

23 January 2006

CONTENTS

	Page
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Proposed change of Company name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Share Option Scheme — Refreshment of 10% general limit . . . . . . . . . . . . . . . . . .	5
Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Procedure for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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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.

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DEFINITIONS

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

“10% General Limit” the maximum number of Shares which may be issued upon the exercise of all options granted or to be granted under the Share Option Scheme and any other share option schemes of the Group, being 10% of the Company’s issued share capital as at the date of adoption of the Share Option Scheme and which may be from time to time refreshed as at the date of the general meeting of the Company

“30% Overall Limit”	the overall limit on the number of Shares which may be
	issued upon exercise of all outstanding options granted
	and yet to be exercised under the Share Option Scheme
	and any other share option scheme of the Company,
	which in aggregate shall not exceed 30% of the Shares
	in issue from time to time
“Board”	the board of Directors
“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
“Director(s)”	the director(s) of the Company
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Latest Practicable Date”	20 January 2006, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained in this circular
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“PRC”	the People’s Republic of China

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DEFINITIONS

“SGM”	the special general meeting of the Company convened to
	be held at Wednesday, 15 February 2006 at 11:00 a.m.
	at the office of Strategic Public Relations Group Limited,
	Room 3203, Tower 1, Admiralty Centre, 18 Harcourt
	Road, Hong Kong, notice of which is set out on pages 8
	to 9 of this circular
“Share(s)”	ordinary share(s) of HK$0.01 each in the capital of the
	Company
“Shareholder(s)”	the holder(s) of the Share(s)
“Share Option Scheme”	the share option scheme of the Company adopted on
	4 August 2005
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“%”	per cent.

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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) Lau Yat Tung, Derrick Wong Lok Zheng Jian Wei

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

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

23 January 2006

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME, REFRESHMENT OF THE 10% GENERAL LIMIT ON THE GRANT OF OPTIONS UNDER THE SHARE OPTION SCHEME AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The primary purposes of this circular are to provide you with information regarding the resolutions to be proposed at the SGM and to give you notice of the SGM. Resolutions to be proposed at the SGM include: (a) a special resolution relating to the proposed change of Company name and the adoption of a new Chinese name for identification purposes, and (b) an ordinary resolution on the proposed refreshment of the 10% General Limit.

• for identification purpose only

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

As announced by the Company on 10 January 2006, the Board proposes that, subject to the conditions set out below being fulfilled, the name of the Company be changed from “renren Holdings Limited” to “Skyfame Realty (Holdings) Limited”. A new Chinese name of “天譽置業（控股）有限公司” is also proposed to be adopted by the Company for identification purpose only.

Reasons and conditions for the change

On 16 December 2005, the Group has completed the acquisition of an indirect 49% interest in a company engaged in the development of property in Guangzhou, the PRC (the “ Transaction ”). Details of the Transaction were disclosed in the circular despatched to the Shareholders on 8 November 2005.

Following completion of the Transaction, property development and provision of development project management services have now become the primary business focus of the Group. The proposed change of Company name is to reflect the change in this business focus.

The Transaction marks the Group’s entry into the property market in the PRC. The Board considers property development a good opportunity for the Group to strengthen its profitability and enhance its value to Shareholders. With the long-standing expertise of the management team in the property business, the Company will continue to seek and participate further in the property development business in the PRC, particularly in the Guangdong region. The management is exploring and under negotiation with third parties for property acquisition and other profit-making business opportunities, though no binding agreement has been finalized yet.

The change of Company name is subject to (i) the passing of a special resolution approving the change of Company name by the Shareholders and (ii) the Registrar of Companies in Bermuda granting approval for the change of Company name. The change of Company name shall take effect from the date on which the new name is registered by the Registrar of Companies in Bermuda. The Company will, subject to satisfaction of the above conditions, carry out the necessary filing procedures with Registrars of Companies in Bermuda and Hong Kong.

Status of the existing certificates for securities of the Company

The change of Company name will not affect any of the rights of the Shareholders. All existing share certificates of the Company in issue bearing the name “renren Holdings Limited” will, after the change of Company name, continue to be evidence of title to the same number of shares of the Company under its new name and will be valid for trading, settlement and

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LETTER FROM THE BOARD

registration purposes. Upon the change of Company name becoming effective, any issue of share certificates thereafter will be in the new name and the shares of the Company will be traded on Stock Exchange in the new name.

Free exchange of share certificates

Subject to the change of Company name becoming effective and the completion of the necessary filing procedures with the Registrar of Companies in Bermuda and Hong Kong, the Shareholders may, during a specified period of not less than 30 days, submit their share certificates for the shares of the Company to the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong in exchange for new share certificates at the expense of the Company. Any submission after that period will only be accepted for exchange at a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) per new share certificate.

Further announcement will be made by the Company in respect of the commencement date of free exchange of share certificates after the change of Company name has become effective.

SHARE OPTION SCHEME — REFRESHMENT OF 10% GENERAL LIMIT

At the special general meeting of the Company held on 4 August 2005, an ordinary resolution was passed by the Shareholders for the adoption of the Share Option Scheme.

Since the adoption of the Share Option Scheme and as at the Latest Practicable Date, no share option has been granted under the Share Option Scheme.

The purpose of the Share Option Scheme is to provide incentives or rewards to the directors (including non-executive directors) and employees of members of the Group and such entity in which any member of the Group holds an equity interest for their contribution 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. Under the existing 10% General Limit, the Company is allowed to issue 8,202,373 Shares, representing only 1.3% of the issued share capital of the Company as at the Latest Practicable Date. Accordingly, the Directors proposed to refresh the 10% General Limit so that the Share Option Scheme can continue to serve its intended purpose for the benefits of the Group and its Shareholders.

If the 10% General Limit is “refreshed”, on the basis of 640,718,718 Shares in issue as at the Latest Practicable Date and assuming that, prior to the SGM, no Shares are issued or repurchased by the Company, the 10% General Limit will be re-set at 64,071,871 Shares and the Company will be allowed to grant options under the Share Option Scheme and other share option schemes carrying the rights to subscribe for a maximum of 64,071,871 Shares (the “ Available Limit ”). The refreshment of the 10% General Limit is subject to Shareholders’ approval at the

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LETTER FROM THE BOARD

SGM. Application will be made to the Listing Committee of the Stock Exchange for listing of, and permission to deal in, the Shares which may fall to be allotted and issued upon the exercise of options which may be granted pursuant to the Share Option Scheme under the “refreshed” 10% General Limit.

On the basis of 640,718,718 Shares in issue as at the Latest Practicable Date, the 30% Overall Limit represents a total of 192,215,615 Shares. Since there are no outstanding options under the Share Option Scheme, the Available Limit arising from the “refreshing” of the 10% General Limit does not exceed the 30% Overall Limit as at the Latest Practicable Date.

The Directors consider that it will be for the benefit of the Company and its Shareholders as a whole that eligible participants of the Share Option Scheme are granted rights to obtain equity holdings of the Company through the grant of options under the Share Option Scheme. This will motivate the eligible participants to contribute to the success of the Group.

SPECIAL GENERAL MEETING

Set out on pages 8 to 9 of this circular is a notice convening the SGM to be held at the office of Strategic Public Relations Group Limited, Room 3203, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong at 11:00 a.m. on Wednesday, 15 February 2006 at which the following resolutions will be proposed:

• (a) a special resolution to approve the change of Company name; and

• (b) an ordinary resolution to approve the refreshment of the 10% General Limit.

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 26th Floor, Tesbury Centre, 28 Queen’s Road East, 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 should you so wish.

PROCEDURE FOR DEMANDING A POLL

Pursuant to bye-law 66 of the existing of bye-laws of the Company, a resolution put to the vote of a meeting shall be decided on a show of hands unless voting by way of a poll is required by the rules of the Stock Exchange or (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

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LETTER FROM THE BOARD

• (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; or

• (e) if required by the rules of the Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. or more of the total voting rights at such meeting in circumstances where, on a show of hands, a meeting votes in the opposite manner to that instructed in those proxies, provided that if it is apparent from the total proxies held that a vote taken on a poll shall not reverse the vote taken on a show of hands, then the Director or Directors shall not be required to demand a poll.

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 change of Company name and the refreshment of the 10% General Limit on the grant of options under the Share Option Scheme are in the best interest of the Company and its Shareholders and accordingly, recommend all Shareholders to vote in favour of the relevant resolutions set out in the notice of the SGM.

Yours faithfully

For and on behalf of the Board

renren Holdings Limited

Yu Pan

Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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 Wednesday, 15 February 2006 at 11:00 a.m. at the office of Strategic Public Relations Group Limited, Room 3203, Tower 1, Admiralty Centre, 18 Harcourt Road, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modification, the following resolutions as special and, as the case may be, ordinary resolution of the Company:

SPECIAL RESOLUTION

1. “ THAT subject to the approval of the Registrar of Companies in Bermuda being obtained, the name of the Company be changed from “renren Holdings Limited” to “Skyfame Realty (Holdings) Limited” and the new Chinese name of “天譽置業（控股）有限公司 ” be adopted by the Company to replace the existing Chinese name of “人人控股有限公 司 ” for identification purpose only and the directors of the Company be and are hereby authorised generally to do such acts and things and execute all documents or make such arrangements as they may consider necessary or expedient to effect the change of name.”

ORDINARY RESOLUTION

1. “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) granting the listing of, and permission to deal in, such number of shares of the Company which may fall to be allotted and issued pursuant to the exercise of the options which may be granted under the share option scheme adopted by the Company on 4 August 2005 (“ Share Option Scheme ”) (a copy of the Share Option Scheme has been produced to this meeting and marked “A” and initialled by the Chairman of the meeting for the purpose of identification), representing a maximum of 10 per cent of the total number of issued shares of the Company as at the day on which this resolution is passed:

2. (i) approval be and is hereby granted for refreshing the 10 per cent mandate under the Share Option Scheme (“ Refreshed Scheme Mandate ”) provided that the total number of shares of the Company which may be allotted and issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company and it subsidiaries under the limit as refreshed hereby shall not exceed 10 per cent of the total number of issued shares

3. for identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

of the Company as at the day on which this resolution is passed (options previously granted under the Share Option Scheme and any other share option schemes of the Company and its subsidiaries (including options outstanding, cancelled, lapsed or exercised in accordance with the terms of the Share Option Scheme or any other share option schemes of the Company and its subsidiaries) shall not be counted for the purpose of calculating the Refreshed Scheme Mandate); and

• (ii) the directors of the Company or a duly authorised committee thereof be and they are hereby authorised: (a) at their absolute discretion, to grant options to subscribe for shares of the Company within the Refreshed Scheme Mandate in accordance with the rules of the Share Option Scheme, and (b) to allot, issue and deal with shares of the Company pursuant to the exercise of options granted under the Share Option Scheme within the Refreshed Scheme Mandate.”

By Order of the Board renren Holdings Limited Yu Pan

Chairman

Hong Kong, 23 January 2006

Principal place of business in Hong Kong:

2502B, Tower 1 Admiralty Centre 18 Harcourt Road Hong Kong

Notes:

• (1) A member entitled to attend and vote at the above meeting may appoint a proxy to attend and, on a poll vote on his behalf and such proxy need not be a member of the Company. A form of proxy for use at the meeting is enclosed.

• (2) In order to be valid, the form of proxy, together with any power of attorney or authority under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Abacus Share Registrars Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.

• (3) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjournment thereof and in such event, the authority of the proxy shall be deemed to be revoked.

• (4) In case of joint holders of any share, if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, 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 in respect of the joint holding.

• (5) As at the date of this notice, the board of directors of the Company comprises four executive directors, namely, Mr. Yu Pan (Chairman), Mr. Lau Yat Tung, Derrick, Mr. Wong Lok and Mr. Zheng Jian Wei, and three independent non-executive directors, namely, Mr. Choy Shu Kwan, Mr. Cheng Wing Keung, Raymond and Ms. Chung Lai Fong.

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