Greenheart Group Limited — Proxy Solicitation & Information Statement 2006

Jan 20, 2006

renren Holdings Limited 人人控股有限公司 [*]

(Incorporated in Bermuda with limited liability)

(Stock code: 59)

NOTICE OF SPECIAL GENERAL MEETING

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:

   • (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 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

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• (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.

As at the date of this announcement, 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.

• for identification purpose only

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

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