[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED APRIL 15, 2011 53,100,000 American Depositary Shares Renren Inc. Representing 159,300,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Renren Inc. Each ADS represents three Class A ordinary shares of Renren Inc., par value US$0.001 per share. We are offering 42,898,711 ADSs, and the selling shareholders] [HE OMPANIES AW EVISION T F HE AYMAN SLANDS O OMPANY IMITED Y HARES C AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF RENREN INC. by the special resolutions of the members on March 25, 2011) HE OMPANIES AW EVISION T F HE AYMAN SLANDS O OMPANY IMITED Y HARES C AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RENREN] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF RENREN INC. Adopted by a Special Resolution passed on April 14, 2011 and effective immediately upon the completion of the Company’s initial public offering of Class A Ordinary Shares represented by American Depositary Shares 1. The name of the Company] [Renren Inc. Incorporated under the laws of the Cayman Islands Number: Class A Ordinary Shares: THIS IS TO CERTIFY THAT Class A Ordinary Shares in Renren Inc., a company incorporated under the laws of the Cayman Islands (the Company “ Executed as a deed by the Company as of the Director In the presence of:] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT [DATE] W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE ARTICLE I DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: ADS Record Date Section 1.1 “ Affiliate Section 1.2 “ 1] [EXECUTION VERSION OAK PACIFIC INTERACTIVE AMENDED AND RESTATED VOTING AGREEMENT AMENDED AND RESTATED VOTING AGREEMENT Agreement Company Schedule A Junior Preferred Investor Junior Preferred Investors Schedule B Founder Founders Schedule C UU Holders Schedule D Series C Investor Series C Investors Schedule E New Investor New Investors This RECITALS: Prior Agreement 1. This Agreement amends and restates that certain Voting] [EXECUTION VERSION OAK PACIFIC INTERACTIVE AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT AMENDED AND RESTATED RIGHT OF FIRST OFFER AND CO-SALE AGREEMENT Agreement Company Schedule A Junior Preferred Investor Junior Preferred Investors Schedule B Founder Founders Schedule C UU Holders Schedule D Series C Investor Series C Investors Schedule E New Investor New Investors This RECITALS: Prior] [EXECUTION VERSION OAK PACIFIC INTERACTIVE AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Agreement Company Schedule A Junior Preferred Investor Junior Preferred Investors Schedule B Founder Founders Schedule C UU Holders Schedule D Series C Investor Series C Investors Schedule E New Investor New Investors This RECITALS: Prior Agreement 1. This Agreement amends and restates that] [Execution Copy AGREEMENT THIS AGREEMENT “ Agreement Company “ Investor RECITALS Purchase Agreement Whereas, the Company and Investor entered into that certain Series D Securities Purchase Agreement, dated as of April 4, 2008 (the “ Voting Agreement M&AA Board NOW, THEREFORE Definitions Section 1. - 1 - Execution Copy Conditions to Investor’s Rights Section 2. (b) Investor hereby consents to] [FORM OF APPLEBY LEGAL OPINION e-mail: apaizes@applebyglobal.com direct dial: Tel: Fax: RENREN INC appleby ref: AGP/ 311904.0009 Dear Sirs [ ] 2011 Renren Inc. (the “Company”) Offering Option Shares Prospectus Registration Statement Commission This opinion as to Cayman Islands law is addressed to you in connection with the offer and sale by the Company (the “ 1. Underwriter Underwriting Agreement] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] April [ ], 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China American Depositary Shares of Renren Inc. (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals] [To: Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters PRC We are lawyers qualified in the People’s Republic of China (the — — We are acting as the PRC counsel for Renren Inc. (the A. Documents Examined, Definition and] [FORM OF APPLEBY LEGAL OPINION e-mail: apaizes@applebyglobal.com direct dial: Tel: Fax: RENREN INC. appleby ref: AGP/ 311904.0009 Dear Sirs [ ] 2011 Renren Inc. (the “Company”) Shares Registration Statement Commission We have acted as legal counsel in the Cayman Islands to the Company in connection with the offer and sale by the Company of certain Class A ordinary shares of] [OAK PACIFIC INTERACTIVE 2006 Equity Incentive Plan The Oak Pacific InterActive 2006 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Oak Pacific InterActive, an exempted company incorporated under the Companies Law (2004 revision) of Cayman Islands (the “Company”), effective as of February 27, 2006 and was approved by the Company’s shareholders on February 27, 2006.] [OAK PACIFIC INTERACTIVE 2008 Equity Incentive Plan The Oak Pacific Interactive 2008 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 revision) of Cayman Islands (the “Company”), effective as of January 31, 2008. ARTICLE 1 PURPOSE The purpose of the Plan is to foster] [OAK PACIFIC INTERACTIVE 2009 Equity Incentive Plan The Oak Pacific Interactive 2009 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors of Oak Pacific Interactive, an exempted company incorporated under the Companies Law (2004 revision) of Cayman Islands (the “Company”), effective as of October 15, 2009. ARTICLE 1 PURPOSE The purpose of the Plan is to foster] [RENREN INC. 2011 SHARE INCENTIVE PLAN (Adopted by the board of directors on April 14, 2011 and approved by the shareholders on April 14, 2011.) ARTICLE 1 PURPOSE Plan Company The purpose of the Renren Inc. Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings] [FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT Agreement Company Indemnitee WHEREAS WHEREAS WHEREAS WHEREAS, NOW, THEREFORE Indemnification 1. Indemnification of Expenses (a) Third-Party Claims Claim Agent Indemnification Event Expenses (i) 1 Derivative Actions except (ii) Reviewing Party Expense Advance (b) 2 Contribution (c) Securities Act Survival Regardless of Investigation (d) Change in Control M&A (e) Mandatory Payment of Expenses (f)] [FORM OF EMPLOYMENT AGREEMENT Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, the Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [BUSINESS OPERATIONS AGREEMENT Agreement PRC This Business Operations Agreement (this “ by and among the following parties: (1) Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PARTY A: Legal Address: Room 701A, South, Yinhai Plaza, Jia No. 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou (2) Beijing Qianxiang Tiancheng Technology Development Co., Ltd. PARTY B: Legal Address:] [AMENDED AND RESTATED EQUITY OPTION AGREEMENT Agreement PRC This Amended and Restated Equity Option Agreement (this “ (1) PARTY A: Qianxiang Shiji Technology Development (Beijing) Co., Ltd. Shi Ji Registered Address: Room 701A, South, Yinhai Plaza, Jia No. 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou and (2) PARTY B: Liu Jian Grantor PRC Identification Card] [AMENDED AND RESTATED EQUITY INTEREST PLEDGE AGREEMENT Agreement PRC This Amended and Restated Equity Interest Pledge Agreement (this “ (1) PLEDGEE: Qianxiang Shiji Technology Development (Beijing) Co., Ltd. and (2) PLEDGOR: Liu Jian PRC Identification Card No: 310102197211124453 Residential Address: Room 1504, No.2, Nong 138, Nandan Road, Xuhui District, Shanghai, China Party Parties (individually a “ WHEREAS: A. Tian Cheng] [POWER OF ATTORNEY PRC Mr. Liu Shi Ji Tian Cheng Operations Agreement I, Yang Jing, citizen of the People’s Republic of China (the “ I hereby authorize and designate Mr. Liu to vote on my behalf at the shareholders’ meetings of Tian Cheng and exercise the full voting rights as its shareholder as granted to me by law and under] [SPOUSAL CONSENT SPOUSAL CONSENT EX-10.11 24 dex1011.htm SPOUSAL CONSENTS] [AMENDED AND RESTATED LOAN AGREEMENT Agreement PRC This Amended and Restated Loan Agreement (this “ by and between the following parties: (1) LENDER: Qianxiang Shiji Technology Development (Beijing) Co., Ltd. Registered Address: Room 701A, South, Yinhai Plaza, Jia No 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou and (2) BORROWER PRC Identification Card No: 310102197211124453 Residential] [AMENDED AND RESTATED EXCLUSIVE TECHNICAL SERVICE AGREEMENT Agreement PRC This Amended and Restated Exclusive Technical Service Agreement (this “ (1) Qianxiang Shiji Technology Development (Beijing) Co., Ltd. PARTY A: Legal Address: Room 701A, South, Yinhai Plaza, Jia No. 10, Zhongguancun South Street, Haidian District, Beijing, China Legal Representative: Chen Yizhou (2) Beijing Qianxiang Tiancheng Technology Development Co., Ltd. PARTY B:] [AMENDED AND RESTATED INTELLECTUAL PROPERTY RIGHT LICENSE AGREEMENT Agreement PRC This Amended and Restated Intellectual Property Right License Agreement (the “ (1) Qianxiang Shiji Technology Development (Beijing) Co., Ltd. The Licensor: and (2) Beijing Qianxiang Tiancheng Technology Development Co., Ltd. The Licensee: WHEREAS: A. Intellectual Property Rights Under the Agreement” B. The Licensee, a limited liability company registered in Beijing] [EXECUTION VERSION SHARE PURCHASE AGREEMENT SHARE PURCHASE AGREEMENT Agreement Seller Buyer This RECITALS: WHEREAS Target Shares Target Targets Target Class of Shares and percentage owned by Seller Number of Shares Mop.com, a Cayman Islands company Ordinary Shares, US$.0001 par value (100%) 87,037,000 Gummy Inc., a Japanese corporation Common Stock (100%) 15,495 Global Net Limited Ordinary Shares, US$.001 par value (19.9%)] [Execution Version OAK PACIFIC INTERACTIVE SERIES D SECURITIES PURCHASE AGREEMENT April 4, 2008 1. INTERPRETATION 1 2. PURCHASE AND SALE OF THE SERIES D SECURITIES 7 3. INVESTORS’ DELIVERABLES 9 4. 10 5. 21 6. 24 7. POST-CLOSING COVENANTS] [Execution Copy FIRST AMENDMENT TO THE SERIES D SECURITIES PURCHASE AGREEMENT Amendment Company Investor This First Amendment to the Series D Securities Purchase Agreement (this “ RECITALS Agreement The Company and the Investor entered into that certain Series D Securities Purchase Agreement, dated as of April 4, 2008 (the “ Capitalized terms used but not otherwise defined herein have the] [Execution Copy ACT TRANSFER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “ OAK PACIFIC INTERACTIVE AMENDED AND RESTATED (2009) Company Exercise Price 1. 2. 2.1 Joinder Agreement provided Company Exercise Form - 2 - Exercise Date prior The respective dates of delivery of the aggregate Initial Exercise Price and the aggregate Remaining Exercise Price under clause] [EXECUTION VERSION ACT TRANSFER THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “ OAK PACIFIC INTERACTIVE SECOND AMENDED AND RESTATED (2010) Company Tranche 3 Exercise Period Call-Only Exercise Period Exercise Periods Exercise Price 1. 2. 2.1 Joinder Agreement Company Exercise Form - 2 - Exercise Date Each date of delivery of payment under clause (a) or (b)] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Renren Inc., a company incorporated in the Cayman Islands (the “ (2) Purchaser Purchasers Party, Parties each of the parties set forth in W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration statement on Form] [REGISTRATION RIGHTS AGREEMENT Agreement REGISTRATION RIGHTS AGREEMENT (this “ (1) Company Renren Inc., a company incorporated in the Cayman Islands (the “ (2) Investor Investors Party Parties The Investors on the one hand, and the Company on the other hand, are sometimes herein referred to each as a “ RECITALS A. Subscription Agreement The Company and the Investors have entered] [Subsidiaries Place of Incorporation CIAC/ChinaInterActiveCorp Cayman Islands Qianxiang Shiji Technology Development PRC Variable Interest Entity Beijing Qianxiang Tiancheng Technology PRC Subsidiaries of Variable Interest Entity Beijing Qianxiang Wangjing Technology PRC Shanghai Qianxiang Changda Internet PRC Beijing Nuomi Wang Technology Development PRC 1] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Registration Statement on Form F-1 of our report dated April 15, 2011 relating to the consolidated financial statements of Renren Inc. and its subsidiaries and variable interest entities as of December 31, 2009 and 2010, and for the each of the three years in the period] [Huang Hui Chief Financial Officer Renren Inc. 23/F, Jing An Center, 8 North Third Ring Road East Beijing, China Postal Code: 100028 Subject: WRITTEN CONSENT TO REFERENCE MARSH FINANCIAL ADVISORY SERVICES LIMITED VALUATION IN F-1 FILING OF RENREN INC. Dear Ms. Huang: Yours faithfully, Marsh Financial Advisory Services Limited EX-23.5 37 dex235.htm CONSENT OF MARSH FINANCIAL ADVISORY SERVICES LIMITED] [April 15, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China +86 (10) 8448-1818 Ladies and Gentlemen: Sincerely yours, 1 EX-23.6 38 dex236.htm CONSENT OF DEREK PALASCHUK] [April 15, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China +86 (10) 8448-1818 Ladies and Gentlemen: Sincerely yours, 1 EX-23.7 39 dex237.htm CONSENT OF RUIGANG LI] [RENREN INC. CODE OF BUSINESS CONDUCT AND ETHICS (Adopted by the Board of Directors of Renren Inc. on April 11, 2011, effective upon the effectiveness of the Company’s Registration Statement on Form F-1 relating to the Company’s initial public offering) I. PURPOSE This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical] [— [ To: Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on PRC Laws (as defined in Section I). For the purpose of this legal]

[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS RENREN INC. (Exact name of issuer of deposited securities as specified in its charter) N/A The Cayman Islands ) (Jurisdiction of incorporation or organization of issuer CITIBANK, N.A. ) (Exact name of depositary as specified in its charter 399 Park Avenue] [DEPOSIT AGREEMENT by and among RENREN INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER [DATE] Dated as of TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 Section 1.1 “ADS Record Date” 1 Section 1.2 “Affiliate” 1 Section 1.3 “American Depositary Receipt(s)”, “ADR(s)” and “Receipt(s)” 2 Section 1.4 “American Depositary Share(s)” and] [April 15, 2011 Citibank, N.A. – ADR Department 388 Greenwich Street New York, NY 10013 Ladies and Gentlemen: Registration Statement SEC Securities Act ADSs Company Deposit Agreement ADR(s) Shares We refer to the Registration Statement on Form F-6 (the “ IRS Assuming that, at the time of their issuance, the Registration Statement will have been declared effective by the SEC,]