09:28     RENREN HOLDINGS<00059> - Announcement (2)                           

    trading days up to and including 17 May 2005;                             
                                                                              
    .        a discount of approximately 15.3% to the average closing price   
    of HK$0.0189 per Share as quoted on the Stock Exchange for the last 10    
    trading days up to and including 17 May 2005; and                         
                                                                              
    .        approximately 11 times of the audited net asset value per Share  
    of approximately HK$0.0014 as at 31 December 2004.                        
                                                                              
    Based on the above analysis, the Directors consider the issue price of    
    HK$0.016 per Placing Share is fair and reasonable and in the interests    
    of the Company and the Shareholders as a whole. Based on the estimated    
    net proceeds from the Placing of approximately HK$21.0 million, the net   
    issue price per Placing Share is approximately HK$0.0155.                 
                                                                              
    Placees        :        The Placing Shares will be placed to not less     
    than six Placees, who are individual, corporate and/or institutional      
    investors. All 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).                                                           
                                                                              
    Conditions        :        Completion of the Placing is conditional       
    upon:                                                                     
                                                                              
    (i)        the Listing Committee of the Stock Exchange agreeing to grant  
    a listing of, and permission to deal in, the Placing Shares;              
                                                                              
    (ii)        the compliance of any other requirements under the Listing    
    Rules and the Takeovers Code or otherwise of the Stock Exchange and the   
    SFC which requires compliance in relation to the Placing and the issue    
    of the Placing Shares;                                                    
                                                                              
    (iii)        (where required) the Bermuda Monetary Authority granting     
    its permission to the issue and allotment of the Placing Shares; and      
                                                                              
    (iv)        the obtaining of all consents from any relevant persons       
    which are necessary or desirable in connection with the Placing (and,     
    where such consents are given subject to conditions, such conditions are  
    on terms as may be reasonably acceptable to the Placing Agent and the     
    Company).                                                                 
                                                                              
    If the above conditions have not been fulfilled by 15 June 2005 (or such  
    later date as may be agreed by the Placing Agent and the Company), all    
    rights, obligations and liabilities of the parties thereunder in          
    relation to the Placing shall cease and determine and none of the         
    parties shall have any claim against any other in respect of the Placing  
    save for any antecedent breaches.                                         
                                                                              
    Completion        :        Completion of the Placing is to take place on  
    the second business day following the fulfillment of all the conditions   
    stated above.                                                             
                                                                              
    The Directors consider the terms of the Placing Agreement, including the  
    placing price, are fair and reasonable and in the interests of the        
    Company and the Shareholders as a whole.                                  
                                                                              
    LISTING AND RANKING OF THE PLACING SHARES                                 
                                                                              
    An application will be made by the Company to the Stock Exchange for the  
    listing of, and permission to deal in, the Placing Shares to be issued    
    under the Placing Agreement. The Placing Shares, when fully paid, will    
    rank pari passu in all respects inter se and with all other Shares in     
    issue as at the date of issue of the Placing Shares.                      
                                                                              
    SHAREHOLDING STRUCTURE                                                    
                                                                              
    Set out below is a table showing (i) the existing shareholding structure  
    of the Company; and (ii) the Company's shareholding structure             
    immediately upon the completion of the Placing, assuming that all the     
    1,355,000,000 Placing Shares are successfully placed by the Placing       
    Agent and there is no other change to the existing issued share capital   
    of the Company prior to the completion of the Placing:                    
                                                                              
            As at the date of        Immediately upon                         
            this announcement        completion of Placing                    
            Shares                %                Shares                %    
                                                                              
    Mr. Yu Pan        3,160,922,790                46.2                       
    3,160,922,790                38.5                                         
    Placees        -                -                1,355,000,000            
    16.5                                                                      
    Public shareholders        3,686,450,795                53.8              
    3,686,450,795                45.0