09:28     RENREN HOLDINGS<00059> - Announcement (1)                           

    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.                   
                                                                              
    This announcement is solely for the purpose of providing shareholders of  
    the Company with certain information in relation to the Placing and does  
    not constitute an invitation or offer to acquire or subscribe for         
    securities.                                                               
                                                                              
    renren Holdings Limited                                                   
    (incorporated in Bermuda with limited liability)                          
    (Stock Code: 59)                                                          
                                                                              
    PLACING OF NEW SHARES UNDER GENERAL MANDATE                               
                                                                              
    On 17 May 2005, the Company entered into the Placing Agreement with the   
    Placing Agent in relation to the appointment of the Placing Agent for     
    the placing of up to 1,355,000,000 new Shares at the issue price of       
    HK$0.016 per Share on a best effort basis to not less than six Placees.   
    All of the Placees and their respective ultimate beneficial owners will   
    be independent of and not connected with the directors, chief executive   
    or substantial shareholders of the Company or any of its subsidiaries or  
    any of their respective associates (as defined in the Listing Rules).     
                                                                              
    The Placing Shares will be issued under the authority of an existing      
    general mandate granted to the Directors at the annual general meeting    
    of the Company held on 24 May 2004.                                       
                                                                              
    Assuming all the Placing Shares are successfully placed by the Placing    
    Agent, the total gross proceeds from the Placing amount to approximately  
    HK$21.7 million. After deducting related expenses of approximately        
    HK$0.7 million, approximately HK$21.0 million will be available for the   
    Group. The Company intends to apply the net proceeds from the Placing     
    for additional general working capital of the Company.                    
                                                                              
    The Placing Shares represent approximately 19.8% of the existing issued   
    share capital of the Company and approximately 16.5% of the issued share  
    capital of the Company as enlarged by the Placing Shares, assuming all    
    the Placing Shares are successfully placed by the Placing Agent and       
    there is no change in the issued share capital of the Company before      
    completion of the Placing.                                                
                                                                              
    On 17 May 2005, the Company entered into the Placing Agreement with the   
    Placing Agent in relation to the placing of 1,355,000,000 new Shares on   
    a best effort basis.                                                      
                                                                              
    PRINCIPAL TERMS OF THE PLACING AGREEMENT DATED 17 MAY 2005                
                                                                              
    Placing Shares        :        Pursuant to the Placing Agreement, the     
    Placing Agent agrees to place, on a best effort basis, 1,355,000,000 new  
    Shares, representing approximately 19.8% of the existing issued share     
    capital of the Company. Assuming all the Placing Shares are successfully  
    placed by the Placing Agent and there is no change in the issued share    
    capital of the Company before completion of the Placing, the Placing      
    Shares will represent approximately 16.5% of the issued share capital of  
    the Company as enlarged by the issue of the Placing Shares. The Company   
    will make a further announcement in the event that the number of Placing  
    Shares finally placed is less than 1,355,000,000.                         
                                                                              
    The Placing Shares will be issued under the authority of an existing      
    general mandate, which has not been utilized since it was granted to the  
    Directors at the annual general meeting of the Company held on 24 May     
    2004. As at the date of this announcement, the maximum number of new      
    Shares which can be issued under the general mandate is 1,355,915,577     
    Shares.                                                                   
                                                                              
    Placing Agent        :        The Placing Agent, Tai Fook Securities      
    Company Limited and its holding company, Tai Fook Securities Group        
    Limited, are independent of and not connected with the directors, chief   
    executive or substantial shareholders of the Company or any of its        
    subsidiaries or any of their respective associates (as defined in the     
    Listing Rules). The Placing Agent will receive a placing commission of    
    2.0% on the gross proceeds from the Placing.                              
                                                                              
    Placing Price        :        The issue price of HK$0.016 per Placing     
    Share is arrived at after arm's length negotiation and represents:        
                                                                              
    .        a discount of approximately 15.8% to the closing price of        
    HK$0.019 per Share as quoted on the Stock Exchange on 17 May 2005, the    
    date on which the Placing Agreement was signed;                           
                                                                              
    .        a discount of approximately 14.0% to the average closing price   
    of HK$0.0186 per Share as quoted on the Stock Exchange for the last 5