09:29     RENREN HOLDINGS<00059> - Announcement (3)                           

            6,847,373,585                100.0                8,202,373,585   
            100.0                                                             
                                                                              
    REASONS FOR THE PLACING AND USE OF PROCEEDS                               
                                                                              
    The Company is an investment holding company and its principal            
    subsidiaries are engaged in the provision of telecommunication services,  
    internet and website services, and trading and financial services.        
                                                                              
    The Company reported a loss of approximately HK$47.5 million for the      
    year ended 31 December 2004 and had net assets of approximately HK$9.5    
    million as at 31 December 2004. The Board considers that the Placing      
    represents an opportunity to raise additional funds for the Group to      
    finance its working capital requirement while broadening the capital      
    base of the Company.                                                      
                                                                              
    Assuming that all the Placing Shares are successfully placed by the       
    Placing Agent, the Company will receive gross proceeds upon completion    
    of the Placing of 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. It is the intention of the Company to    
    use the net proceeds from the Placing as additional working capital of    
    the Company. The Company is exploring for new investment and acquisition  
    opportunities but no contract or agreement for any such investment or     
    acquisition has been entered into yet.                                    
                                                                              
    There has been no fund raising activities by the Company in the past      
    twelve months immediately preceding the date of this announcement.        
                                                                              
    Share Consolidation                                                       
                                                                              
    As the market price of the Shares approaches the extremities of HK$0.01,  
    at the request of the Stock Exchange and pursuant to Rule 13.64 of the    
    Listing Rules, the Company will convene a special general meeting of the  
    Shareholders within 3 months from the date of this Announcement for the   
    purpose of considering and approving a consolidation of the Shares.       
    Further details of the consolidation of the Shares will be published by   
    the Company at the appropriate time.                                      
                                                                              
    GENERAL                                                                   
                                                                              
    Application will be made to the Stock Exchange for the granting of the    
    listing of, and permission to deal in, the Placing Shares.                
                                                                              
    DEFINITIONS                                                               
                                                                              
    In this announcement, the following expressions have the meanings set     
    out below unless the context requires otherwise.                          
                                                                              
    "associates"        has the meaning ascribed thereto under the Listing    
    Rules                                                                     
                                                                              
    "Board"        board of Directors                                         
                                                                              
    "Company"        renren Holdings Limited, a company incorporated in       
    Bermuda with limited liability, the Shares of which are listed on the     
    Main Board of the Stock Exchange                                          
                                                                              
    "Director(s)"        director(s) of the Company                           
                                                                              
    "Group"        the Company and its subsidiaries                           
                                                                              
    "HK$"        Hong Kong dollars, the lawful currency of Hong Kong          
                                                                              
    "Hong Kong"        the Hong Kong Special Administrative Region of the     
    People's Republic of China                                                
                                                                              
    "Listing Rules"        the Rules Governing the Listing of Securities on   
    the Stock Exchange                                                        
                                                                              
    "Placees"        any independent individual, institutional or other       
    professional investor(s) procured by the Placing Agent to purchase any    
    of the Placing Shares pursuant to the Placing Agent's obligations under   
    the Placing Agreement                                                     
                                                                              
    "Placing"        the placing of the Placing Shares, on a best effort      
    basis, by the Placing Agent pursuant to the Placing Agreement             
                                                                              
    "Placing Agent"        Tai Fook Securities Company Limited, a licensed    
    corporation to carry on regulated activities 1, 3 and 4 for the purpose   
    of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong  
    Kong)