[FORM 20-F (Mark One) o or x or o or For the transition period from to o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . Renren Inc. N/A Cayman Islands (Jurisdiction of incorporation or organization) 23/F, Jing An Center 8 North] [LOAN AGREEMENT This Loan Agreement (this Agreement PRC “ November 30, 2012 by and between the following parties : (1) LENDER: Renren Games Network Technology Development (Shanghai) Co., Ltd. Registered Address: Room 276i, No. 668 Shangda Road, Baoshan District, Shanghai, PRC Legal Representative: He Chuan and (2) BORROWER He Chuan : PRC Identification Card No: Address: Party Parties (individually, a] [LOAN AGREEMENT Agreement PRC This Loan Agreement (this “ November 30, 2012 by and between the following parties : (1) LENDER: Renren Games Network Technology Development (Shanghai) Co., Ltd. Registered Address: Room 276i, No. 668 Shangda Road, Baoshan District, Shanghai, PRC Legal Representative: He Chuan and (2) BORROWER: Liu Jian PRC Identification Card No: Address: Party Parties (individually, a “] [BUSINESS OPERATIONS AGREEMENT This Business Operations Agreement (this “Agreement”) is entered in Beijing, the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated November 30, 2012 by and among the following parties: (1) Renren Games Network Technology Development (Shanghai) Co., Ltd.] [委托协议及授权委托书 PROXY AGREEMENT AND POWER OF ATTORNEY 本委托协议及授权委托书（ ” 本协议 ” ）于 2012 年 11 月 30 日由以下各方订立： Agreement This Proxy Agreement and Power of Attorney (this “ (1) 甲方 ：人人游戏网络科技发展（上海）有限公司（ ” 外资企业 ”) ，一家根据中华人民共和国（ ” 中国 ” ）法律在上海注册成立的外商独资企业； Party A : Renren Games Network Technology Development (Shanghai) Co., Ltd. ( 人人游戏网络科技发展（上海）有限公司 WFOE China ) (the “ (2) 乙方 ：上海人人游戏科技发展有限公司（] [3 2 SPOUSAL CONSENT I, L en g Jinghao , am the lawful spouse of Leng Jinghao SPOUSAL CONSENT I, Chen Yan, am the lawful spouse of Chen Yan 2 EX-4.32 6 a13-5335_1ex4d32.htm EX-4.32] [EXCLUSIVE TECHNOLOGY SUPPORT AND Effective Date This Exclusive Technology Support and Technology Services Agreement (the “Agreement”) is dated as of November 30, 2012 (the “ Party A: Renren Games Network Technology Development (Shanghai) Co., Ltd. Address: PRC Room 276i, No. 668 Shangda Road, Baoshan District, Shanghai, The People’s Republic of China (the “ Party B: Shanghai Renren Games Technology Development] [INTELLECTUAL PROPERTY RIGHT LICENSE AGREEMENT Agreement PRC Effective Date November 30, 2012 (the “ This Intellectual Property Right License Agreement (the “ (1) The Licensor: Renren Games Technology Development (Shanghai) Co., Ltd. Legal Address: Room 276i, No. 668 Shangda Road, Baoshan District, Shanghai, PRC Legal Representative: He Chuan and (2) The Licensee: Shanghai Renren Games Technology Development Co., Ltd. Legal] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (the “ (1) PLEDGEE: Renren Games Network Technology Development (Shanghai) Co., Ltd. Pledgee (the “ Registered Address: Room 276i, No. 668 Shangda Road, Baoshan District, Shanghai, PRC and (2) PLEDGOR: He Chuan Pledgor” (the “ “Party Parties” PRC Identification Card No: WHEREAS: (A) Renren Games The Pledgor is a] [EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Equity Interest Pledge Agreement (the “ (1) PLEDGEE: Renren Games Network Technology Development (Shanghai) Co., Ltd. Pledgee (the “ Registered Address: Room 276i, No. 668 Shangda Road, Baoshan District, Shanghai, PRC and (2) PLEDGOR: Liu Jian Pledgor” (the “ “Party Parties” PRC Identification Card No: WHEREAS: (A) Renren Games The Pledgor is a] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) PARTY A: Renren Games Network Technology Development (Shanghai) Co., Ltd. WFOE (the “ Registered Address: Room 276i, No. 668 Shangda Road, Baoshan District, Shanghai, PRC Legal Representative: He Chuan and (2) PARTY B: He Chuan Grantor (the “ PRC Identification Card No: Address: Party Parties (individually, a “] [EQUITY OPTION AGREEMENT Agreement PRC This Equity Option Agreement (this “ (1) PARTY A: Renren Games Network Technology Development (Shanghai) Co., Ltd. WFOE (the “ Registered Address: Room 276i, No. 668 Shangda Road, Baoshan District, Shanghai, PRC Legal Representative: He Chuan and (2) PARTY B: Liu Jian Grantor (the “ PRC Identification Card No: Address: Party Parties (individually, a “] [LINK224 INC. 2013 SHARE INCENTIVE PLAN (Adopted by the board of directors of Link224 Inc. on April 1, 2013, and approved by the sole shareholder of Link224 Inc. on April 1, 2013.) ARTICLE 1 PURPOSE Plan Company The purpose of the Link224 Inc. 2013 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used] [Place of Incorporation Subsidiaries: CIAC/ChinaInterActiveCorp Cayman Islands Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PRC Wole Inc. Cayman Islands Beijing Wole Information Technology Co., Ltd. PRC Link224 Inc. Cayman Islands Xin Games Limited Hong Kong Renren Games Network Technology Development (Shanghai) Co., Ltd. PRC Variable Interest Entities: Beijing Qianxiang Tiancheng Technology Development Co., Ltd. PRC Guangzhou Qianjun Internet Technology Co.,] [I, Joseph Chen, certify that: 1. I have reviewed this annual report on Form 20-F of Renren Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [Certification by the Principal Financial Officer I, Hui Huang, certify that: 1. I have reviewed this annual report on Form 20-F of Renren Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [In connection with the Annual Report of Renren Inc. Joseph Chen (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 23, 2013 Joseph Chen Chief Executive Officer EX-13.1 17 a13-5335_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer In connection with the Annual Report of Renren Inc. Hui Huang (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 23, 2013 Hui Huang Chief Financial Officer EX-13.2 18 a13-5335_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-177366 on Form S-8 of our report dated April 23 , 2013 relating to the consolidated financial statements of Renren Inc., its subsidiaries and its variable interest entities (collectively the “Group”) (which report expresses an unqualified opinion and includes an explanatory] [[Letterhead of TransAsia Lawyers] April 23, 2013 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing 100028 People’s Republic of China Ladies and Gentlemen, Yours faithfully, / s/ TransAsia Lawyers TransAsia Lawyers EX-15.2 20 a13-5335_1ex15d2.htm EX-15.2] [Our ref DLK/667469-000001/6044878v1 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Renren Inc. 23/F Jing An Center Beijing 100028 People’s Republic of China 23 April 2013 Dear Sir Re: Renren Inc. Company We have acted as legal advisors as to the laws of the Cayman Islands to Renren Inc., an exempted limited liability company incorporated in the Cayman Islands (the “]