[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) 1/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District, Beijing 100016 People’s Republic of China Hui Huang, Chief Financial Officer Telephone: +86 (10) 8448-1818 Email:] [EXECUTION VERSION SHARE PURCHASE AGREEMENT By and Among NUOMI HOLDINGS INC. RENREN INC. And BAIDU HOLDINGS LIMITED dated as of August 23, 2013 TABLE OF CONTENTS Page 1. Purchase and Sale of Ordinary Shares 5 1.1 Purchase and Sale of Ordinary Shares 5 1.2 Closing; Delivery 5 1.3 Issuance of Promissory Note 6] [EXECUTION VERSION SHARE PURCHASE AGREEMENT By and Among RENREN INC. NUOMI HOLDINGS INC. And BAIDU HOLDINGS LIMITED dated as of January 22, 2014 TABLE OF CONTENTS Page 1. Purchase and Sale of Ordinary Shares 1 1.1 Purchase and Sale of Ordinary Shares 1 1.2 Closing; Delivery 1] [AMENDED AND RESTATED LOAN AGREEMENT Agreement PRC This Amended and Restated Loan Agreement (this “ December 4 , 2013 by and between the following parties : (1) LENDER: Beijing Wole Technology Co., Ltd. Registered Address: Suite 209, Building 18, Middle of Jiuxianqiao Road, Chaoyang District, Beijing, PRC Legal Representative: Zhou Juan and (2) BORROWER Huang Hui : PRC Identification Card] [AMENDED AND RESTATED LOAN AGREEMENT Agreement PRC This Amended and Restated Loan Agreement (this “ December 4 , 2013 by and between the following parties : (1) LENDER: Beijing Wole Technology Co., Ltd. Registered Address: Suite 209, Building 18, Middle of Jiuxianqiao Road, Chaoyang District, Beijing, PRC Legal Representative: Zhou Juan and (2) BORROWER Liu Jian : PRC Identification Card] [AMENDED AND RESTATED BUSINESS OPERATIONS AGREEMENT Agreement PRC This Amended and Restated Business Operations Agreement (this “ by and among the following parties: (1) Beijing Wole Technology Co., Ltd. PARTY A: Legal Address: Suit 1201, Building 18, Avenue 17, Middle of Jiuxianqiao Road, Chaoyang District, Beijing, PRC Legal Representative: Zhou Juan (2) Guangzhou Qianjun Technology Co., Ltd. PARTY B: Legal] [POWER OF ATTORNEY PRC Beijing Wole Technology Co., Ltd. Wole Representative Qianjun Operations Agreement I, Huang Hui, citizen of the People’s Republic of China (the “ I hereby authorize and designate the Representative to vote on my behalf at the shareholders’ meetings of Qianjun and exercise the full voting rights as its shareholder as granted to me by law and] [POWER OF ATTORNEY PRC Beijing Wole Technology Co., Ltd. Wole Representative Qianjun Operations Agreement I, Liu Jian, citizen of the People’s Republic of China (the “ I hereby authorize and designate the Representative to vote on my behalf at the shareholders’ meetings of Qianjun and exercise the full voting rights as its shareholder as granted to me by law and] [SPOUSAL CONSENT Jonathan Gentile Anderson SPOUSAL CONSENT Chen Yan EX-4.34 9 a14-8497_1ex4d34.htm EX-4.34] [AMENDED AND RESTATED EXCLUSIVE TECHNICAL SERVICE AGREEMENT Agreement PRC This Amended and Restated Exclusive Technical Service Agreement (this “ (1) Beijing Wole Technology Co., Ltd. PARTY A: Legal Address: Suit 209, Building 18, Avenue 17, Middle of Jiuxianqiao Road, Chaoyang District, Beijing, PRC Legal Representative: Zhou Juan (2) Guangzhou Qianjun Technology Co., Ltd. PARTY B: Legal Address: Room 802, No.] [AMENDED AND RESTATED INTELLECTUAL PROPERTY RIGHT LICENSE AGREEMENT Agreement PRC This Amended and Restated Intellectual Property Right License Agreement (the “ (1) The Licensor Beijing Wole Technology Co., Ltd. : Legal Address: Suite 1201, Building 18, Avenue 17, Middle of Jiuxianqiao Road, Chaoyang District, Beijing, PRC Legal Representative: Zhou Juan and (2) The Licensee Guangzhou Qianjun Technology Co., Ltd. :] [AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Amended and Restated Equity Interest Pledge Agreement (this “ (1) PLEDGEE: Beijing Wole Technology Co., Ltd. Registered Address: Suite 209, Building 18, 18 Jiuxianqiao Middle Road, Chaoyang District, Beijing, PRC and (2) PLEDGOR: Huang Hui PRC Identification Card No: 320622197212230041 Residential Address: Suite 302, No. 7, Lane 99, Urumqi Middle] [AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Amended and Restated Equity Interest Pledge Agreement (this “ (1) PLEDGEE: Beijing Wole Technology Co., Ltd. Registered Address: Suite 209, Building 18, 18 Jiuxianqiao Middle Road, Chaoyang District, Beijing, PRC Legal Representative: Zhou Juan and (2) PLEDGOR: Liu Jian PRC Identification Card No: 310102197211124453 Residential Address: Room 1504, No. 2,] [AMENDED AND RESTATED EQUITY OPTION AGREEMENT Agreement PRC This Amended and Restated Equity Option Agreement (this “ (1) PARTY A: Beijing Wole Technology Co., Ltd. Wole (“ Registered Address: Suit 1201, Building 9, No. 88 Jianguo Road, Chaoyang District, Beijing, PRC Legal Representative: Zhou Juan and (2) PARTY B: Huang Hui Grantor (the “ PRC Identification Card No: 320622197212230041 Residential] [AMENDED AND RESTATED EQUITY OPTION AGREEMENT Agreement PRC This Amended and Restated Equity Option Agreement (this “ (1) PARTY A: Beijing Wole Technology Co., Ltd. Wole (“ Registered Address: Suit 209, Building 18, Avenue 17, Middle of Jiuxianqiao Road, Chaoyang District, Beijing, PRC Legal Representative: Zhou Juan and (2) PARTY B: Liu Jian Grantor (the “ PRC Identification Card No:] [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 Renren Game Hong Kong Limited Hong Kong Renren Games Network Technology Development (Shanghai) Co., Ltd. PRC Renren Lianhe Holdings Cayman Islands Variable Interest Entities: Beijing Qianxiang Tiancheng Technology Development 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] [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 29, 2014 Joseph Chen Chief Executive Officer EX-13.1 19 a14-8497_1ex13d1.htm EX-13.1] [Certification by the Principal Financial Officer 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 29, 2014 Hui Huang Chief Financial Officer EX-13.2 20 a14-8497_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-177366 on Form S-8 of our reports dated April 29, 2014 relating to the consolidated financial statements of Renren Inc., its subsidiaries, its variable interest entities and the subsidiaries of its variable interest entities (collectively, the “Group”) of Renren Inc. and the] [[Letterhead of TransAsia Lawyers] April 29, 2014 Renren Inc. 1/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District, Beijing 100016 People’s Republic of China Ladies and Gentlemen, Yours faithfully, / s/ TransAsia Lawyers TransAsia Lawyers 1 EX-15.2 22 a14-8497_1ex15d2.htm EX-15.2] [Our ref DLK/667469-000001/6859771v2 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Renren Inc. 1/F, North Wing 18 Jiuxianqiao Middle Road Chaoyang District, Beijing 100016 People’s Republic of China 29 April 2014 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] [Deloitte & Touche One Capital Place P.O. Box 1787 CAYMAN ISLANDS Tel: +1 345 949 7500 CONSENT OF INDEPENDENT AUDITOR We consent to the incorporation by reference in Registration Statement No. 333-177366 on Form S-8 of our report dated March 26, 2014 relating to the financial statements of Japan Macro Opportunities Offshore Partners, L.P. and Japan Macro Opportunities Master Fund,]