人人网招股说明书4.15

1、renren inc f-1 on 4/15/11filed on 4/15/11 5:07pm et sec file 333-173548 accession number 1193125-11-99693窗体顶端窗体底端 as of filer filing as/for/on docs:pgs issuer agent 4/15/11 renren inc f-1 41:871 rr donnelley/faregistration statement of a foreign private issuer form f-1filing table of contentsdocumen

2、t/exhibit description pages size 1: f-1 registration statement of a foreign private issuer html 2,538k 2: ex-3.1 amended and restated memorandum and articles of html 273k association of the registrant 3: ex-3.2 form of amended and restated memorandum html 203k 4: ex-4.2 registrants specimen certific

3、ate for class a html 13k ordinary shares 5: ex-4.3 form of deposit agreement html 346k 6: ex-4.4 amended and restated voting agreement html 84k 7: ex-4.5 amended and restated right of first offer and html 85k co-sale agreement 8: ex-4.6 amended and restated investors rights agreement html 117k 9: ex

4、-4.7 agreement regarding director appointment html 29k 10: ex-5.1 form of opinion of appleby html 65k 11: ex-8.1 form of opinion of skadden, arps, slate, meagher & html 18k flom llp 12: ex-8.2 form of opinion of transasia lawyers html 19k 13: ex-8.3 form of opinion of appleby regarding certain html

5、22k cayman islands tax matters 14: ex-10.1 2006 equity incentive plan html 76k 15: ex-10.2 2008 equity incentive plan html 86k 16: ex-10.3 2009 equity incentive plan html 77k 17: ex-10.4 2011 share incentive plan html 73k 18: ex-10.5 form of indemnification agreement between the html 52k registrant

6、19: ex-10.6 form of employment agreement html 68k 20: ex-10.7 business operations agreement html 50k 21: ex-10.8 amended and restated equity option agreements html 93k 22: ex-10.9 amended and restated equity interest pledge html 118k agreements 23: ex-10.10 power of attorney html 17k 24: ex-10.11 sp

7、ousal consents html 15k 25: ex-10.12 amended and restated loan agreements html 91k 26: ex-10.13 amended and restated exclusive technical service html 45k agreement 27: ex-10.14 amended and restated intellectual property right html 60k license agreement 28: ex-10.15 share purchase agreement html 36k

8、29: ex-10.16 series d securities purchase agreement html 166k 30: ex-10.17 first amendment to the series d securities html 18k purchase agreement 31: ex-10.18 amended and restated series d preferred share html 65k purchase warrant (2009) 32: ex-10.19 second amended and restated series d preferred ht

9、ml 65k share purchase warrant (2010) 33: ex-10.20 form of subscription agreement html 94k 34: ex-10.21 form of registration rights agreement html 74k 35: ex-21.1 subsidiaries of the registrant html 13k 36: ex-23.1 consent of deloitte touche tohmatsu cpa ltd. html 12k 37: ex-23.5 consent of marsh fin

10、ancial advisory services html 13k limited 38: ex-23.6 consent of derek palaschuk html 12k 39: ex-23.7 consent of ruigang li html 12k 40: ex-99.1 code of business conduct and ethics of the html 55k registrant 41: ex-99.2 form of opinion of transasia lawyers html 40k f-1 registration statement of a fo

11、reign private issuerdocument table of contentspage (sequential) | (alphabetic) top alternative formats (word, et al.) additional information additional information-financial statement schedule i business capitalization consolidated balance sheets as of december 31, 2009 and 2010 consolidated stateme

12、nts of cash flows for the years ended december 31, 2008, 2009 and 2010 consolidated statements of changes in equity (deficit) and comprehensive income (loss) for the years ended december 31, 2008, 2009 and 2010 consolidated statements of operations for the years ended december 31, 2008, 2009 and 201

13、0 conventions which apply to this prospectus corporate history and structure description of american depositary shares description of share capital dilution dividend policy enforceability of civil liabilities exchange rate information expenses relating to this offering experts index to consolidated

14、financial statements industry background legal matters management managements discussion and analysis of financial condition and results of operations notes to the consolidated financial statements for the years ended december 31, 2008, 2009 and 2010 principal and selling shareholders prospectus sum

15、mary regulation related party transactions report of independent registered public accounting firm risk factors selected consolidated financial data shares eligible for future sale special note regarding forward-looking statements table of contents taxation underwriting use of proceeds 1 1st page -

16、filing submission table of contents prospectus summary risk factors special note regarding forward-looking statements use of proceeds dividend policy capitalization dilution exchange rate information enforceability of civil liabilities corporate history and structure selected consolidated financial

17、data managements discussion and analysis of financial condition and results of operations industry background business regulation management principal and selling shareholders related party transactions description of share capital description of american depositary shares shares eligible for future

18、 sale taxation underwriting expenses relating to this offering legal matters experts additional information conventions which apply to this prospectus index to consolidated financial statements report of independent registered public accounting firm consolidated balance sheets as of december 31, 200

19、9 and 2010 consolidated statements of operations for the years ended december 31, 2008, 2009 and 2010 consolidated statements of changes in equity (deficit) and comprehensive income (loss) for the years ended december 31, 2008, 2009 and 2010 consolidated statements of cash flows for the years ended

20、december 31, 2008, 2009 and 2010 notes to the consolidated financial statements for the years ended december 31, 2008, 2009 and 2010 additional information-financial statement schedule i this is an edgar html document rendered as filed. alternative formats sponsored ads.form f-1 table of contentsas

21、filed with the securities and exchange commission on april 15, 2011 registration no. 333- securities and exchange commission washington, dc 20549 form f-1 registration statement under the securities act of 1933 renren inc. (exact name of registrant as specified in its charter) not applicable (transl

22、ation of registrants name into english) cayman islands8900not applicable(state or other jurisdiction ofincorporation or organization)(primary standard industrialclassification code number)(i.r.s. employeridentification number)23/f, jing an center 8 north third ring road east beijing, 100028 the peop

23、les republic of china +86 (10) 8448-1818 (address, including zip code, and telephone number, including area code, of registrants principal executive offices) law debenture corporate services inc. 400 madison avenue, 4th floor new york, new york 10017 (212) 750-6474 (name, address, including zip code

24、, and telephone number, including area code, of agent for service) copies to: z. julie gao, esq.skadden, arps, slate, meagher & flom llpc/o 42/f, edinburgh tower, the landmark15 queens road, centralhong kong(852) 3740-4700alan seem, esq.shearman & sterling llp12th floor east tower, twin towersb-12 j

25、ianguomenwai dajiebeijing, 100022 china(86) 10-5922-8000approximate date of commencement of proposed sale to the public: as soon as practicable after the effective date of this registration statement. if any of the securities being registered on this form are to be offered on a delayed or continuous

26、 basis pursuant to rule 415 under the securities act of 1933, check the following box. if this form is filed to register additional securities for an offering pursuant to rule 462(b) under the securities act, please check the following box and list the securities act registration statement number of

27、 the earlier effective registration statement for the same offering. if this form is a post-effective amendment filed pursuant to rule 462(c) under the securities act, check the following box and list the securities act registration statement number of the earlier effective registration statement fo

28、r the same offering. if this form is a post-effective amendment filed pursuant to rule 462(d) under the securities act, check the following box and list the securities act registration statement number of the earlier effective registration statement for the same offering. calculation of registration

29、 fee title of each class ofsecurities to be registeredamount to beregistered(1)(2)proposed maximumofferingprice per share(3)proposed maximumaggregateoffering price(2)(3)amount ofregistration feeclass a ordinary shares, par value us$0.001 per share(1)183,195,000us$3.67us$671,715,000us$77,986.11(1)ame

30、rican depositary shares issuable upon deposit of the class a ordinary shares registered hereby have been registered under a separate registration statement on form f-6 (registration no. 333-173515). each american depositary share represents three class a ordinary shares. (2)includes 23,895,000 class

31、 a ordinary shares that are issuable upon the exercise of the underwriters option to purchase additional shares. also includes class a ordinary shares initially offered and sold outside the united states that may be resold from time to time in the united states either as part of their distribution o

32、r within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public. these class a ordinary shares are not being registered for the purpose of sales outside the united states. (3)estimated solely for the purpose of d

33、etermining the amount of registration fee in accordance with rule 457(a) under the securities act of 1933. the registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specific

34、ally states that this registration statement shall thereafter become effective in accordance with section 8(a) of the securities act of 1933, as amended, or until the registration statement shall become effective on such date as the securities and exchange commission, acting pursuant to such section

35、 8(a), may determine. table of contentsthe information in this preliminary prospectus is not complete and may be changed. neither we nor the selling shareholders may sell these securities until the registration statement filed with the securities and exchange commission is effective. this preliminar

36、y prospectus is not an offer to sell these securities and neither we nor the selling shareholders are soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted. prospectus (subject to completion) issued april 15, 2011 53,100,000 american depositary shares

37、 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 sha

38、reholders identified in this prospectus are offering 10,201,289 adss. we will not receive any of the proceeds from the adss sold by the selling shareholders. prior to this offering, there has been no public market for our shares or adss. we anticipate the initial public offering price will be betwee

39、n us$9.00 and us$11.00 per ads. we have applied to have our adss listed on the new york stock exchange, or the nyse, under the symbol “renn.” investing in our adss involves a high degree of risk. see “risk factors” beginning on page 14. price us$ per ads price to publicunderwritingdiscounts andcommi

40、ssionsproceeds to us,before expensesproceeds tothe sellingshareholdersper adsus$us$us$us$totalus$us$us$us$the underwriters have an option to purchase up to 7,965,000 additional adss from us at the initial public offering price, less underwriting discounts and commissions, within 30 days from the dat

41、e of this prospectus, to cover over-allotments. immediately prior to the completion of this offering, our outstanding share capital will consist of class a ordinary shares and class b ordinary shares. holders of class a ordinary shares and class b ordinary shares have the same rights except for voti

42、ng and conversion rights. each class a ordinary share is entitled to one vote, and each class b ordinary share is entitled to ten votes and is convertible into one class a ordinary share. immediately after the completion of this offering, mr. joseph chen, our founder, chairman and chief executive of

43、ficer, and sb pan pacific corporation, one of our existing major shareholders, will hold 270,258,970 and 135,129,480 class b ordinary shares, respectively, which, together with the class a ordinary shares they respectively hold, will represent 55.9% and 33.5%, respectively, of our aggregate voting p

44、ower, assuming (i) the underwriters do not exercise their option to purchase additional adss and (ii) we will issue and sell a total of 33,000,000 class a ordinary shares to a group of unrelated third-party investors through concurrent private placements, which number of shares has been calculated b

45、ased on an initial offering price of us$10.00 per ads, the midpoint of the estimated price range set forth above. neither the securities and exchange commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complet

46、e. any representation to the contrary is a criminal offense. the underwriters expect to deliver the adss to purchasers on or about , 2011. morgan stanleydeutsche bank securitiescredit suissebofa merrill lynchjefferiespacific crest securitiesoppenheimer & co.the date of this prospectus is , 2011. tab

47、le of contentstable of contentstable of contentstable of contents pageprospectus summary1risk factors14special note regarding forward-looking statements52use of proceeds53dividend policy54capitalization55dilution56exchange rate information58enforceability of civil liabilities59corporate history and

48、structure60selected consolidated financial data67managements discussion and analysis of financial condition and results of operations70industry background107business112regulation129management152principal and selling shareholders160related party transactions163description of share capital165descripti

49、on of american depositary shares175shares eligible for future sale185taxation187underwriting194expenses relating to this offering202legal matters203experts204additional information205conventions which apply to this prospectus 206index to consolidated financial statementsf-1you should rely only on the information contained in this prospectus or in any related free-writing prospectus. we have not authorized anyone to provide you with information different from that c