09:20     RENREN HOLDINGS<00059> - Announcement                               

    The Stock Exchange of Hong Kong Limited takes no                          
    responsibility for the contents of this announcement, makes               
    no representation as to its accuracy or completeness and                  
    expressly disclaims any liability whatsoever for any loss                 
    howsoever arising from or in reliance upon the whole or any               
    part of the contents of this announcement.                                
                                                                              
    renren HOLDINGS LIMITED                                                   
    (incorporated in Bermuda with limited liability)                          
                                                                              
    DELAY DESPATCH OF CIRCULAR                                                
    AND                                                                       
    CLARIFICATION ANNOUNCEMENT                                                
                                                                              
    Reference is made to the Company's announcement dated 6th                 
    November, 2002 in relation to a discloseable transaction,                 
    Placing of 150,000,000 new Shares and Subscription of                     
    157,586,193 new Shares by controlling Shareholder. The                    
    Company has applied to the Stock Exchange for a waiver for                
    the delay in time of despatch of the Circular to be on or                 
    before 8th December, 2002. The Directors also wish to clarify             
    the contents as set out in the announcement of the Company                
    dated 6th November, 2002.                                                 
                                                                              
    Reference is made to the announcement of the Company dated                
    6th November, 2002 (the "Previous Announcement") in respect               
    of a discloseable transaction regarding the acquisition of                
    Union Key by Polywise, the Placing of 150,000,000 new Shares              
    and the Subscription of 157,586,193 new Shares by Rich Delta.             
    Unless otherwise specified, terms and expressions used in                 
    this announcement shall have the same meaning as those used               
    in the Previous Announcement. Rules 14.13(2) and 14.29(2)                 
    of the Listing Rules require a circular in relation to the                
    discloseable transaction, Placing and Subscription                        
    ("Circular") to be despatched to the Shareholders of the                  
    Company within 21 days after the publication of the Previous              
    Announcement. The Company requires additional time to                     
    finalise the Circular. Therefore the Company has applied to               
    the Stock Exchange for a waiver for the delay in the despatch             
    of the Circular to be on or before 8th December, 2002.                    
                                                                              
    The Directors also wish to draw the attention of the                      
    Shareholders and investors to the following paragraphs in                 
    the Previous Announcement:                                                
                                                                              
    (1)     under the heading "Mandate to issue new Shares" under             
    the section headed "Placing Agreement dated 6th                           
    November, 2002", it is stated that "the issue of the                      
    Placing Shares will be approved by the Shareholders at                    
    the SGM"; and                                                             
                                                                              
    (2)     under the heading "Mandate to issue new Shares" under             
    the section headed "Subscription Agreement dated 6th                      
    November, 2002", it is stated that "the issue of the                      
    Subscription Shares will be approved by the Independent                   
    Shareholders at the SGM".                                                 
                                                                              
    The Directors wish to clarify that, as at the date of the                 
    Previous Announcement and as at the date hereof, the issue                
    of the Placing Shares and the issue of the Subscription                   
    Shares have not yet been approved by the Shareholders and                 
    the Independent Shareholders respectively, nor have the                   
    Shareholders or Independent Shareholders shown, at any time,              
    any indication to the Company of their intention to approve               
    the issue of the Placing Shares and the Subscription Shares               
    at the SGM.                                                               
                                                                              
    The Directors will propose to the Shareholders and the                    
    Independent Shareholders at the SGM the resolutions                       
    regarding the Placing and the Subscription respectively for               
    their consideration. The completion of both the Placing                   
    Agreement and the Subscription Agreement is conditional upon,             
    inter alia, the approval by the Shareholders and the                      
    Independent Shareholders respectively at the SGM.                         
                                                                              
    By Order of the Board                                                     
    renren Holdings Limited                                                   
    Mak Chi Yeung                                                             
    Chairman                                                                  
                                                                              
    Hong Kong, 27th November, 2002