SEC Filing | Renren Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2018

Commission File Number: 001-35147

Renren Inc.

5/F, North Wing

18 Jiuxianqiao Middle Road

Chaoyang District, Beijing 100016

People’s Republic of China

+86 (10) 8448-1818

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):________________

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):________________

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Renren Inc.

		/s/ Thomas Jintao Ren
	Name:	Thomas Jintao Ren
	Title:	Chief Financial Officer

Date: May 14, 2018

Exhibit Index

Exhibit 99.1—Press Release dated May 14, 2018

Exhibit 99.2—Additional Information for Renren Shareholders (updated)

Exhibit 99.3—Pro Forma Financial Statements (updated)

Exhibit 99.4—Amended and Restated Offering Circular

Exhibit 99.1

Renren Announces New Record Date for Cash Dividend
OPI Announces Change to Procedures for Private Placement

BEIJING, China—May 14, 2018—Renren Inc. (NYSE: RENN) (“Renren”), which operates a social networking service (SNS) business, used auto business and SaaS business, today announced a new record date and cash payment date for the cash dividend that it previously announced on April 30, 2018.

The record date for the cash dividend will now be after the acceptance deadline for the private placement. The acceptance deadline has not changed and will still be 5:00 p.m. Eastern time on June 8, 2018. The record date will be 5:00 p.m. Eastern time on June 14, 2018. OPI will announce the results of the private placement and Renren will announce the exact amount of the cash dividend on or about June 15, 2018. OPI will issue shares to purchasers in the private placement and Renren will pay the cash dividend on June 21, 2018. According to the NYSE, the ex-dividend date for NYSE trading will be June 22, 2018. The ex-dividend date is the date on which the NYSE will reset the opening trading price of the Renren ADSs to reflect the payment of the cash dividend. If you buy Renren ADSs on or after the ex-dividend date, you will not receive the cash dividend. Due bill settlement is expected to run from June 13, 2018 to June 25, 2018.

In order to receive the cash dividend, you must continue to hold your Renren shares or ADSs at least through the cash dividend payment date, which is June 21, 2018.

In addition, because Oak Pacific Investment (“OPI”) will only accept a waiver of the cash dividend as valid payment for the shares of OPI being offered in the private placement that it previously announced on April 30, 2018, OPI has made certain changes to the procedures for accepting the offer in the private placement.

In order to accept the offer to receive the OPI shares in the private placement, you must accept the offer and waive the cash dividend by the acceptance deadline, which is 5:00 p.m. Eastern time on June 8, 2018, and continue to hold the related Renren shares or ADSs at least through the record date, which is June 14, 2018.

Once you make an election to waive the Cash Dividend as to any ADSs you hold, those ADSs will be immobilized in your account. The election is irrevocable once made. Once immobilized, your ADSs will not be available for settlement of any ADS sales you may enter into or any ADS cancellations.

OPI has updated its offering circular to reflect the change in procedure as well as to update certain financial information. The updates to the offering circular relate primarily to the following sections:

1. The overview of the offering on pages 1, 2, 3, 4 and 5.

2. “Definitions” on pages 10, 11 and 12.

3. “Expected Timeline” on page 14.

4. FAQ #31 on page 23 with regards to the timing of the effect of the Transaction on Renren’s ADS price.

5. “Selected Financial Information of the ZenZone Business” on pages 48 to 49, which has been updated to include unaudited full year 2017 financial results.

6. “Selected Financial Information for the Investments” on page 50, where the book value for each investment has been updated to December 31, 2017.

7. “How to Accept the Offer” on pages 100, 101 and 102.

8. Annexes M (Amended and Restated Offer Acceptance Form), N (Amended and Restated DTC Cash Waiver Election Form), O (Amended and Restated Non-DTC Cash Waiver Election Form) and P (Amended and Restated Ordinary Share Cash Waiver Election Form).

The amended and restated offering circular, dated May 14, 2018, is being furnished to the U.S. Securities and Exchange Commission (the “SEC”) on Form 6-K and will be available on the SEC’s website at www.sec.gov. In addition, Renren has updated the pro forma financial statements of Renren that give effect to the cash dividend, the private placement and the separation of OPI from Renren. The updated pro forma financial statements are being furnished to the SEC on the same Form 6-K as the amended and restated offering circular. The information being furnished to the SEC will also be available at Renren’s website at ir.renren-inc.com. If you have any questions about how to accept the offer of OPI shares in the private placement, please contact Georgeson LLC, the information agent, at (800) 509-1078 or by e-mail at Renren@georgeson.com.

About Renren Inc.

Renren Inc. (NYSE: RENN) operates a social networking service (SNS) business, used car business and SaaS business. Renren’s American depositary shares, each of which represents fifteen Class A ordinary shares, trade on the NYSE under the symbol “RENN”.

Safe Harbor Statement

This announcement contains forward-looking statements, including those with respect to the anticipated amount and payment of the cash dividend, completion of the private placement, volatility in Renren’s ADS trading price and impact of Renren’s ADS repurchase price program. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Renren may also make written or oral forward-looking statements in its filings with the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Renren's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in our annual report on Form 20-F, the 6-K referred to above and other documents filed with the SEC. All information provided in this press release is as of the date of this press release, and Renren does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

For more information, please contact:

Investor Relations Department

Renren Inc.

Tel: (86 10) 8448 1818 ext. 1300

Email: ir@renren-inc.com

Exhibit 99.2

Additional Information for Renren Shareholders

Oak Pacific Investment (“OPI”), a wholly-owned subsidiary of Renren Inc. (“Renren”), will offer newly issued ordinary shares of OPI in a private placement to those shareholders of Renren who meet certain eligibility criteria, as described in a press release issued by Renren on April 30, 2018, a second press release issued by Renren on May 14, 2018, and an amended and restated offering circular dated May 14, 2018. The second press release and the amended and restated offering circular are both being furnished to the SEC on Form 6-K on May 14, 2018. The same Form 6-K also contains unaudited pro forma condensed consolidated financial statements of Renren that have been updated from the ones included in the Form 6-K furnished to the SEC on April 30, 2018.

Some shareholders of Renren will be ineligible to accept the offer, and the amended and restated offering circular contains information that will not be relevant to a shareholder of Renren who does not accept the offer, such as information about the procedures for accepting the offer and information about the governance structure and rights of shareholders of OPI after the completion of the private placement. However, the amended and restated offering circular also contains some information that may be relevant to all shareholders of Renren. In particular, all shareholders of Renren may wish to read:

1. The first six pages of the amended and restated offering circular, which provide an overview of the private placement and how it relates to the cash dividend which Renren is declaring.

2. The “Questions and Answers” section.

3. The “Risk Factors” section as it relates to the transaction, in particular (i) “The OPI Value was established by the Special Committee for the purpose of determining the Cash Dividend amount; the OPI Value may prove not to be reflective of the value of OPI and its assets and there are a range of values at which the Cash Dividend could be determined to be fair from a financial point of view.” and (ii) “The Cash Dividend and potentially the receipt of OPI Shares could result in significant tax liability to U.S. Holders.”

4. The “Business” section, which describes the business and assets of OPI, all of which are currently owned by Renren and all of which will cease to be owned by Renren after the completion of the private placement.

5. The “Selected Financial Information of the ZenZone Business” and “Selected Financial Information for the Investments” sections.

6. The “Background and Fairness” section, which describes why and how Renren decided to undertake the series of actions that includes Renren’s cash dividend and OPI’s private placement.

7. The “Cash Dividend” section, which explains when and how the per share and per ADS size of the cash dividend will be determined.

8. The “United States Federal Income Tax Consequences to U.S. Holders” section which describes the impact of the cash dividend on Renren shareholders that are U.S. taxpayers.

Finally, please note carefully the following two paragraphs from the overview section of the offering circular, which describe the anticipated effects of the cash dividend on Renren’s ADS price:

Renren’s ADSs trade on The New York Stock Exchange (the “NYSE”) under the ticker symbol “RENN”. As of May 11, 2018 (the last NYSE trading day prior to the date of this Offering Circular), the closing price per ADS was US$8.78. Renren expects that trading for its ADSs will be extremely volatile, particularly given the complexity of the Transaction, the size of the OPI Value compared to Renren’s market capitalization and the uncertainty over the final amount of the Cash Dividend on a per share and per ADS basis. In particular, volatility is expected to be high on and around June 21, 2018, which is the last date on which purchasers of ADSs on the NYSE will obtain the right to receive the Cash Dividend with respect to those newly purchased ADSs. According to the NYSE, the ex-dividend date for NYSE trading will be June 22, 2018. The ex-dividend date is the date on which the NYSE will reset the opening trading price of the Renren ADSs to reflect the payment of the Cash Dividend. On and after the ex-dividend date, purchasers of ADSs will have no right to receive the Cash Dividend with respect to those newly purchased ADSs. The trading price for Renren’s ADSs on the ex-dividend date is expected to be much lower than the closing price on the last trading date before the ex-dividend date, to reflect the amount of the Cash Dividend.

To the extent that Renren’s ADSs trade below US$1.00 per ADS for an extended period of time, or at or below US$0.16 per ADS for any period of time, Renren’s ADSs may be suspended from trading on the NYSE and ultimately delisted. To assist in stabilizing the ADS trading price and to address this risk, Renren has adopted an ADS repurchase program to be effected on the open market at prevailing market prices from time to time as market conditions warrant in accordance with the applicable requirements of Rule 10b5-1 and Rule 10b-18 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma condensed consolidated financial statements of Renren Inc. (“Renren”) have been derived from our historical consolidated financial statements and are being presented to give effect to the Transaction. The unaudited pro forma condensed consolidated balance sheet has been prepared as though the Transaction occurred on December 31, 2017. The unaudited pro forma condensed consolidated income statements have been prepared as though the Transaction occurred on January 1, 2015. The following unaudited pro forma condensed consolidated financial statements should be read in conjunction with our historical financial statements and accompanying notes.

As a result of the Transaction, Renren will deconsolidate OPI and its subsidiaries and intends on presenting OPI and its subsidiaries as discontinued operations in its consolidated financial statements as of and for the year ended December 31, 2018. Additionally, Renren concluded that the Transaction represents a non pro rata distribution of shares of OPI to Eligible Shareholders combined with a cash dividend to (1) Eligible Shareholders who opt not to accept the distribution and (2) ordinary shareholders who do not meet the definition of Eligible Shareholders. Renren has concluded that such transaction is consistent with a non pro rata distribution given that not all shareholders will be able to participate in the private placement of shares of OPI. Accordingly, Renren will account for the Transaction at fair value and record the distribution to OPI Eligible Shareholders who opt to accept the distribution at fair value and the payment of cash to its remaining shareholders as dividend.

The pro forma adjustments are based on available information and assumptions management believes are directly attributable and factually supportable and for income statement purposes recurring in nature. The pro forma adjustments to reflect the Transaction include:

•

The distribution of OPI Shares to Eligible Shareholders, as further defined in the Offering Circular, who accept the offer.

•

The Cash Dividend to be paid by Renren to (1) Eligible Shareholders who opt not to acquire OPI Shares in the Private Placement and (2) Renren ordinary shareholders who do not meet the definition of Eligible Shareholders. The Cash Dividend is depended on the number of Eligible Shareholders who opt not to acquire OPI Shares in the Private Placement and is further calculated based on the OPI value that was estimated to be US$500 million divided by the total number of OPI Shares issued to Eligible Shareholders. The OPI value was estimated by Renren's Special Committee on April 23, 2018, after considering a number of factors including (1) various ranges for the value of OPI as of April 23, 2018 as presented by an independent valuation firm, (2) the financial condition of Renren after giving effect to the Transaction and (3) Renren's current liquidity, including its cash position and projected cash position after taking into account the Transaction. Refer to the Offering Circular for further details.

•

The principal amount of the Renren Note incurred by OPI. The principal amount of the debt will be US$90 million with an interest rate of 8% per year. The maturity date of the Renren Note is the earlier of five years or the date upon which OPI and its subsidiaries no longer hold any SoFi shares. Refer to the Offering Circular for further details.

•

The US$25 million payment in cash from OPI to Renren to fund part of the Cash Dividend payable by Renren discussed above. As noted in the Offering Circular, Renren will fund the Cash Dividend primarily from cash on hand as well as from US$25 million in cash which OPI will transfer to Renren as a result of the Transaction.

•

The transfer of the carrying amount of the Everbright Debt and the Everbright warrant to OPI immediately prior to the Transaction.

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No adjustments have been made for the costs of operation after the Transaction and any working capital adjustments to be determined after the Transaction as the impact of these items are not factually supportable at this time.

The unaudited pro forma condensed consolidated financial statements are for illustrative purposes only, and do not reflect what our financial position and results of operations would have been had the Transaction occurred on the dates indicated and are not necessarily indicative of our future financial position and future results of operations. The Transaction is structured in a manner that leads to significant different results for Renren which are depended on the percentage of the Renren shareholders that are the Eligible Shareholders who validly accept the Offer. Accordingly, Renren has presented two separate pro forma balance sheets illustrating the following:

•

The aggregate dollar amount of the Cash Dividend to be paid by Renren in the Transaction amounting to $0 assuming all shareholders of Renren are Eligible Shareholders and validly elect to waive the Cash Dividend

•

The aggregate dollar amount of the Cash Dividend to be paid by Renren in the Transaction amounting to $131 million if no additional shareholders beyond the Committed Shareholders elect to waive the Cash Dividend in respect of any of their shares in Renren.

Refer to the Offering Circular for further information.

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RENREN INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED DECEMBER 31, 2017

(Amounts in US dollars, in thousands, except shares, per share)

	Historical			OPI			Pro Forma Adjustments		Pro forma
				(h)
Net revenues
IVAS and others	$	51,749			(5,106	)		-	$	46,643
Financing income		29,269			-			-		29,269
Used car sales		121,084			-			-		121,084
Total net revenues		202,102			(5,106	)		-		196,996

Cost of revenues		(184,398	)		3,820			-		(180,578	)

Gross profit		17,704			(1,286	)		-		16,418

Operating expenses:
Selling and marketing		(28,954	)		2,424			-		(26,530	)
Research and development		(23,678	)		18			-		(23,660	)
General and administrative		(52,949	)		604			-		(52,345	)
Total operating expenses		(105,581	)		3,046			-		(102,535	)
Loss from operations		(87,877	)		1,760			-		(86,117	)

Other (expense) income		(1,369	)		1,424			-		55	(a)
Interest income		2,029			(41	)		-		1,988
Interest expense		(10,185	)		5,863			-		(4,322	)(a)
Realized loss on short-term investments		(100	)		-			-		(100	)
Realized gain on disposal of long-term investments		37,311			-			-		37,311
Impairment of long-term investment		(113,073	)		113,073			-		-
Total non-operating (loss) gain		(85,387	)		120,319			-		34,932
										-
Loss before provision of income tax, earnings in equity method investments and non-controlling interest, net of tax		(173,264	)		122,079			-		(51,185	)
Income tax expenses		(4,479	)		-			-		(4,479	)
										-
Loss before earnings in equity method investments and non-controlling interest, net of tax		(177,743	)		122,079			-		(55,664	)

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RENREN INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT – continued

FOR THE YEAR ENDED DECEMBER 31, 2017

(Amounts in US dollars, in thousands, except shares, per share)

	Historical			OPI			Pro Forma Adjustments		Pro forma
				(h)
Earnings in equity method investments, net of tax		67,240			(11,255	)		-		55,985
(Loss) income from continuing operations	$	(110,503	)		110,824			-	$	321

Add: Net loss attributable to non-controlling interest		76			-			-		76

Net (loss) income attributable to Renren Inc.	$	(110,427	)		110,824			-	$	397

Weighted average number of shares used in calculating net (loss) income per ordinary share from continuing operations
Basic		1,028,537,406								1,028,537,406
Diluted		1,028,537,406								1,028,537,406


Net (loss) income per share from continuing operations attributable to Renren Inc. shareholders:
Basic	$	(0.11	)						$	(0.00	)
Diluted	$	(0.11	)						$	(0.00	)


Net (loss) income per share attributable to Renren Inc. shareholders:
Basic	$	(0.11	)						$	(0.00	)
Diluted	$	(0.11	)						$	(0.00	)

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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RENREN INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT – continued

FOR THE YEAR ENDED DECEMBER 31, 2016

(Amounts in US dollars, in thousands, except shares, per share)

	Historical			OPI			Pro Forma Adjustments		Pro forma
				(h)
Net revenues
IVAS and others	$	34,047			(4,927	)		-	$	29,120
Financing income		29,317			-			-		29,317
Total net revenues		63,364			(4,927	)		-		58,437

Cost of revenues		(51,767	)		1,645			-		(50,122	)

Gross profit		11,597			(3,282	)		-		8,315

Operating expenses:
Selling and marketing		(21,276	)		3,152			-		(18,124	)
Research and development		(20,750	)		1			-		(20,749	)
General and administrative		(42,584	)		298			-		(42,286	)
Total operating expenses		(84,610	)		3,451			-		(81,159	)
Loss from operations		(73,013	)		169			-		(72,844	)

Other income		12,888			(4,552	)		-		8,336	(a)
Interest income		919			(87	)		-		832
Interest expense		(12,439	)		5,332			-		(7,107	)(a)
Realized gain (loss) on short-term investments		552			43			-		595
Impairment of long-term investment		(102,307	)		100,823			-		(1,484	)
Total non-operating (loss) gain		(100,387	)		101,559			-		1,172

Loss before provision of income tax, loss in equity method investments and non-controlling interest, net of tax		(173,400	)		101,728			-		(71,672	)
Income tax expenses		(2,470	)		-			-		(2,470	)

Loss before loss in equity method investments and non-controlling interest, net of tax		(175,870	)		101,728			-		(74,142	)

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RENREN INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT – continued

FOR THE YEAR ENDED DECEMBER 31, 2016

(Amounts in US dollars, in thousands, except shares, per share)

	Historical			OPI		Pro Forma Adjustments		Pro forma
				(h)
Loss in equity method investments, net of tax		(18,183	)		10,343		-		(7,840	)
Loss from continuing operations	$	(194,053	)		112,071		-	$	(81,982	)

Income from discontinuing operations		8,701			-		-		8,701

Add: Net loss attributable to non-controlling interest		-			-		-		-

Net loss attributable to Renren Inc.	$	(185,352	)		112,071		-	$	(73,281	)

Weighted average number of shares used in calculating net loss per ordinary share from continuing operations
Basic		1,022,664,396							1,022,664,396
Diluted		1,022,664,396							1,022,664,396

Net loss per share from continuing operations attributable to Renren Inc. shareholders:
Basic	$	(0.19	)					$	(0.09	)
Diluted	$	(0.19	)					$	(0.09	)

Net loss per share attributable to Renren Inc. shareholders:
Basic	$	(0.18	)					$	(0.08	)
Diluted	$	(0.18	)					$	(0.08	)

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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RENREN INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT – continued

FOR THE YEAR ENDED DECEMBER 31, 2015

(Amounts in US dollars, in thousands, except shares, per share)

	Historical			OPI			Pro Forma Adjustments		Pro forma
				(h)
Net revenues
IVAS and others	$	32,507			(8,225	)		-	$	24,282
Financing income		8,604			-			-		8,604
Total net revenues		41,111			(8,225	)		-		32,886

Cost of revenues		(36,720	)		269			-		(36,451	)

Gross profit		4,391			(7,956	)		-		(3,565	)

Operating expenses:
Selling and marketing		(30,502	)		5,277			-		(25,225	)
Research and development		(32,392	)		-			-		(32,392	)
General and administrative		(46,803	)		1,616			-		(45,187	)
Total operating expenses		(109,697	)		6,893			-		(102,804	)
Loss from operations		(105,306	)		(1,063	)		-		(106,369	)

Other expense		(7,058	)		6,105			-		(953	)
Interest income		2,190			(462	)		-		1,728
Interest expense		(2,041	)		966			-		(1,075	)(a)
Realized (loss) gain on short-term investments		(98,112	)		101,323			-		3,211
Impairment of long-term investment		(4,258	)		4,258			-		-
Total non-operating (loss) income		(109,279	)		112,190			-		2,911

Loss before provision of income tax, loss in equity method investments and non-controlling interest, net of tax		(214,585	)		111,127			-		(103,458	)
Income tax (expenses) benefits		(3,124	)		(942	)		-		(4,066	)

Loss before (loss) earnings in equity method investments and non-controlling interest, net of tax		(217,709	)		110,185			-		(107,524	)

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RENREN INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED INCOME STATEMENT – continued

FOR THE YEAR ENDED DECEMBER 31, 2015

(Amounts in US dollars, in thousands, except shares, per share)

	Historical			OPI		Pro Forma Adjustments		Pro forma
				(h)
(Loss) earnings in equity method investments, net of tax		(5,468	)		10,017		-		4,549

Loss from continuing operations	$	(223,177	)		120,202		-	$	(102,975	)

Income from discontinuing operations		1,520			-		-		1,520

Add: Net loss attributable to non-controlling interest		1,529			-		-		1,529

Net loss attributable to Renren Inc.	$	(220,128	)		120,202		-	$	(99,926	)

Weighted average number of shares used in calculating net loss per ordinary share from continuing operations
Basic		1,019,378,556							1,019,378,556
Diluted		1,019,378,556							1,019,378,556

Net loss per share from continuing operations attributable to Renren Inc. shareholders:
Basic	$	(0.22	)					$	(0.10	)
Diluted	$	(0.22	)					$	(0.10	)

Net loss per attributable to Renren Inc. shareholders:
Basic	$	(0.22	)					$	(0.10	)
Diluted	$	(0.22	)					$	(0.10	)

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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RENREN INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2017

(Amounts in US dollars, in thousands, except shares, per share)

	Historical		OPI			Pro Forma Adjustments (Upon maximum of cash dividends)			Pro forma
ASSETS			(h)
Current assets:
Cash and cash equivalents	$	128,595		(3,396	)		(105,835	)	$	19,364	(b)(c)
Restricted Cash		47,253		-			-			47,253
Accounts and notes receivable, net		6,260		(162	)		-			6,098
Financing receivable, net		125,478		-			-			125,478
Prepaid expenses and other current assets		50,183		(1,957	)		-			48,226
Amounts due from related parties		15,224		(15,036	)		-			188
Inventory		95,012		-			-			95,012
Total current assets		468,005		(20,551	)		(105,835	)		341,619

Non-current assets:
Long-term financing receivable, net		8		-			-			8
Property and equipment, net		29,532		(16	)		-			29,516
Goodwill		101,937		-			-			101,937
Intangible assets, net		2,260								2,260
Long-term investments		565,366		(530,624	)		-			34,742
Other non-current assets		27,056		(23	)		-			27,033
Long-term amounts due from related parties		-		-			90,000			90,000	(d)
Total non-current assets		726,159		(530,663	)		90,000			285,496

TOTAL ASSETS	$	1,194,164		(551,214	)		(15,835	)	$	627,115

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	20,046		(951	)		-		$	19,095
Short-term debt		61,479		-			-			61,479
Accrued expenses and other current liabilities		45,898		(14,021	)		-			31,877	(a)
Payable to investors		142,689		-			-			142,689
Amounts due to related parties		17,746		(10,687	)		-			7,059
Deferred revenue		11,489		(56	)		-			11,433
Income tax payable		12,652		(925	)		-			11,727
Contingent consideration		5,944		-			-			5,944
Long-term debt-current		52,604		(52,604	)		-			-	(a)
Total current liabilities		370,547		(79,244	)		-			291,303

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RENREN INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET - continued

AS OF DECEMBER 31, 2017

(Amounts in US dollars, in thousands, except shares, per share)

	Historical			OPI			Pro Forma Adjustments (Upon maximum of cash dividends ;			Pro forma
Long-term liabilities:				(h)
Long-term debt		47,665			-			-			47,665
Long-term contingent consideration		60,850			-			-			60,850
Other non-current liabilities		6,356			(6,356	)		-			-	(a)
Total non-current liabilities		114,871			(6,356	)		-			108,515

TOTAL LIABILITIES	$	485,418			(85,600	)		-		$	399,818

Shareholders' Equity:
Class A ordinary shares	$	727			-			-		$	727
Class B ordinary shares		305			-			-			305
Additional paid-in capital		1,303,117			-			(630,835	)		672,282	(e)
Statutory reserves		6,712			-			-			6,712
Accumulated deficit		(653,173	)		(465,614	)		624,197			(494,590	)(f)
Accumulated other comprehensive income		17,116			-			(9,197	)		7,919	(g)

Total Renren Inc. shareholders' equity		674,804			(465,614	)		(15,835	)		193,355

Non-controlling Interests		33,942			-			-			33,942

Total equity		708,746			(465,614	)		(15,835	)		227,297

TOTAL LIABILITIES AND EQUITY	$	1,194,164			(551,214	)		(15,835	)	$	627,115

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

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RENREN INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET - continued

AS OF DECEMBER 31, 2017

(Amounts in US dollars, in thousands, except shares, per share)

	Historical		OPI			Pro Forma Adjustments (Upon minimum of cash dividends)		Pro forma
ASSETS			(h)
Current assets:
Cash and cash equivalents	$	128,595		(3,396	)		25,000	$	150,199	(b)(c)
Restricted Cash		47,253		-			-		47,253
Accounts and notes receivable, net		6,260		(162	)		-		6,098
Financing receivable, net		125,478		-			-		125,478
Prepaid expenses and other current assets		50,183		(1,957	)		-		48,226
Amounts due from related parties		15,224		(15,036	)		-		188
Inventory		95,012		-			-		95,012
Total current assets		468,005		(20,551	)		25,000		472,454

Non-current assets:
Long-term financing receivable, net		8		-			-		8
Property and equipment, net		29,532		(16	)		-		29,516
Goodwill and intangible assets, net		104,197					-		104,197
Long-term investments		565,366		(530,624	)		-		34,742
Other non-current assets		27,056		(23	)		-		27,033
Long-term amounts due from related parties		-		-			90,000		90,000	(d)
Total non-current assets		726,159		(530,663	)		90,000		285,496

TOTAL ASSETS	$	1,194,164		(551,214	)		115,000	$	757,950

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	20,046		(951	)		-	$	19,095
Short-term debt		61,479		-			-		61,479
Accrued expenses and other current liabilities		45,898		(14,021	)		-		31,877	(a)
Payable to investors		142,689		-			-		142,689
Amounts due to related parties		17,746		(10,687	)		-		7,059
Deferred revenue and advance from customers		11,489		(56	)		-		11,433
Income tax payable		12,652		(925	)		-		11,727
Contingent consideration		5,944		-			-		5,944
Long-term debt-current		52,604		(52,604	)		-		-	(a)
Total current liabilities		370,547		(79,244	)		-		291,303

11 | Page

RENREN INC.

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET - continued

AS OF DECEMBER 31, 2017

(Amounts in US dollars, in thousands, except shares, per share)

	Historical			OPI			Pro Forma Adjustments (Upon minimum of cash dividends ;			Pro forma
Long-term liabilities:				(h)
Long-term debt		47,665			-			-			47,665
Long-term contingent consideration		60,850			-			-			60,850
Other non-current liabilities		6,356			(6,356	)		-			-	(a)
Total non-current liabilities		114,871			(6,356	)		-			108,515

TOTAL LIABILITIES	$	485,418			(85,600	)		-		$	399,818

Shareholders' Equity:
Class A ordinary shares	$	727			-			-		$	727
Class B ordinary shares		305			-			-			305
Additional paid-in capital		1,303,117			-			(500,000	)		803,117	(e)
Statutory reserves		6,712			-			-			6,712
Accumulated deficit		(653,173	)		(465,614	)		624,197			(494,590	)(f)
Accumulated other comprehensive income		17,116			-			(9,197	)		7,919	(g)

Total Renren Inc. shareholders' equity		674,804			(465,614	)		115,000			324,190

Non-controlling Interests		33,942			-			-			33,942

Total equity		708,746			(465,614	)		115,000			358,132

TOAL LIABILITIES AND EQUITY	$	1,194,164			(551,214	)		115,000		$	757,950

See Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements.

12 | Page

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Represents the amount related to the Everbright Debt with a carrying amount of $52,604 and Everbright Warrant with a carrying amount of $6,356. Both the Everbright Debt and Everbright Warrant were issued in 2015. In connection with the Transaction, Renren transferred the Everbright Debt amounting to $52,604, the Everbright Warrant amounting to $6,356 and the related interest expenses amounting to $12,160 to OPI prior to the Transaction. The adjustments represent the reduction of long-term debt and the related interest expenses associated with the Everbright Debt, the reduction of non-current liabilities and other income resulting from the changes in fair value associated with the Everbright Warrant.

Represents the payment of cash by Renren resulting from the Cash Dividend. Such payment will be netted with the cash payment received from OPI described in tickmark (c) below. The Cash Dividend is depended on the number of Eligible Shareholders who opt not to acquire OPI Shares in the Private Placement and is further calculated based on the OPI value that was estimated to US$500 million divided by the total number of OPI Shares issued to Eligible Shareholders. Given the transaction is structured in a manner that leads to significant different results for Renren, Renren has presented two pro forma balance illustrating the maximum and minimum Cash Dividend expected to be paid by Renren as follows:

		Assume all Renren Shareholders are Eligible Shareholders and validly waive the Cash Dividend		Assume no additional Shareholders beyond the Committed Shareholders waive the Cash Dividend
Cash Dividend Amount		$0		$131 million

Represents the US$25 million payment expected to be received in cash from OPI to fund part of the Cash Dividend payable by Renren.

In connection with the Transaction, Renren will enter into a debt agreement with OPI for a total amount of US$90 million. The purpose of the note was to ensure that Renren would still have capital to grow its business in the future. The maturity date of the Renren Note is the earlier of five years or the date upon which OPI and its subsidiaries no longer hold SoFi shares. No cash was paid for the note as part of this Transaction. For purpose of the pro forma balance sheet, Renren assumed that the Renren Note will be repaid at the end of its five year term.

13 | Page

Represents the reduction of additional paid in capital related to (1) the distribution to Eligible Shareholders who accept the offer and will receive shares of OPI as a result of the Transaction. Amount represents the fair value of OPI, valued at US$500 million and as determined by Renren's Special Committee which is further described in the assumptions of the Transaction above and (2) the payment of Cash Dividend by Renren further described in tickmark b. Given the transaction is structured in a manner that leads to significant different results for Renren (see above), Renren has presented two pro forma balance illustrating the maximum and minimum Cash Dividend expected to be paid by Renren which ultimately impacts APIC as follows:

	Assume all Renren Shareholders are Eligible Shareholders and they validly waive the Cash Dividend	Assume no additional Shareholders beyond the Committed Shareholders waive the Cash Dividend
Cash Dividend Amount	$0	$131 million
OPI Distributions to Shareholders	$500 million	$500 million
Total	$500 million	$631 million

Reflects the pro forma adjustments reflecting (1) the disposal of OPI's accumulated deficit as a result of the Transaction amounting to approximately $466 million, (2) the reclassification of $8 million from accumulated other comprehensive income to accumulated deficit as a result of the Transaction (see tickmark g) and (3) $149 million gain resulting from the Transaction and further calculated below. The gain results from an appreciation in fair value of some of the investments that were previously recorded in OPI at carrying value in Renren's consolidated financial statements prior to the Transaction. The gain is a one-time gain and is not related to Renren's continued operations post Transaction.

Net assets of OPI	$466 million
Less: Fair value of OPI	$500 million
Less: Cash dividend from OPI (c)	$25 million
Less: Renren Note (d)	$90 million
Gain on the transaction	$149 million

Reflects the adjustment from Accumulated other comprehensive income to Accumulated deficit related to the unrealized gain from Renren's available-for-sales investments which will be recorded as a realized gain as a result of the Transaction as these investments are part of OPI and will ultimately be disposed of.

Represents amounts related to OPI's operations which are expected to be carved out from Renren's consolidated balance sheet and consolidated statement of operations for the respective periods. This includes both the carrying amount of the Everbright Debt and Everbright Warrant discussed in tickmark a.

14 | Page

Exhibit 99.4

Note:

This offering circular dated May 14, 2018, amends and restates, in its entirety, the offering circular dated April 30, 2018.

Renren has changed the record date for the cash dividend from May 18, 2018, to June 14, 2018. In addition, Renren has designated a payment date for the cash dividend, which will be June 21, 2018. Renren has adopted these changes to make it possible for the NYSE to establish an ex-dividend date and facilitate orderly trading in Renren’s ADSs. According to the NYSE, the ex-dividend date for Renren’s ADSs for NYSE trading will be June 22, 2018.

Because OPI will only accept a waiver of the cash dividend as valid payment for the shares of OPI being offered in the private placement, OPI has amended and restated its offering circular to reflect the change in procedure as well as to update certain financial information. The updates relate primarily to the following sections:

1. The overview of the offering on pages 1, 2, 3, 4 and 5.

2. “Definitions” on pages 10, 11 and 12.

3. “Expected Timeline” on page 14.

4. FAQ #31 on page 23 with regards to the timing of the effect of the Transaction on Renren’s ADS price.

5. “Selected Financial Information of the ZenZone Business” on pages 48 to 49, which has been updated to include unaudited full year 2017 financial results.

6. “Selected Financial Information for the Investments” on page 50, where the book value for each investment has been updated to December 31, 2017.

7. “How to Accept the Offer” on pages 100, 101 and 102.

All defined terms used in this cover note shall have the meanings ascribed to them in the amended and restated offering circular.

Offering Circular

May 14, 2018

Class A Ordinary Shares and
Class B Ordinary Shares of

OAK PACIFIC INVESTMENT

Oak Pacific Investment (“OPI”), a newly formed Cayman Islands exempted corporation which is currently a wholly-owned subsidiary of Renren Inc. (“Renren”), is offering Class A ordinary shares and Class B ordinary shares to shareholders of Renren who are “Eligible Shareholders” (as defined below).

We refer to the Class A ordinary shares and Class B ordinary shares of OPI collectively as the “OPI Shares”. There is no public market for the OPI Shares and there are no plans for the OPI Shares to be listed on any stock exchange or quoted on the OTC marketplace.

This offer (the “Offer”) is being made only to shareholders of Renren (including holders of Renren’s American depositary shares (“ADSs”)) as of 5:00 p.m. Eastern time on June 14, 2018 (the “Record Date”) who satisfy all three of the following criteria: (1) the shareholder is an “accredited investor,” as such term is defined under the U.S. Securities Act of 1933, as amended (the “Securities Act”), (2) the shareholder is a “qualified purchaser,” as such term is defined under the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and (3) the shareholder is not a resident of an “Excluded Jurisdiction” (as defined below). A shareholder of Renren that meets all three of these criteria is referred to herein as an “Eligible Shareholder.”

An Eligible Shareholder may accept the Offer prior to 5:00 p.m. Eastern time on June 8, 2018 (the “Acceptance Deadline”) with respect to all, some or none of the ordinary shares of Renren that the Eligible Shareholder will hold as of the Record Date, subject to certain limitations. To validly accept the offer, you must continue to hold your Renren shares and ADSs as of the Record Date. See “How to Accept the Offer.”

Each Eligible Shareholder that validly accepts the Offer will receive (1) one Class A ordinary share of OPI for each Class A ordinary share of Renren held by that Eligible Shareholder as of the Record Date with respect to which the Offer is validly accepted (including 15 Class A ordinary shares of OPI for each Renren ADS, as each Renren ADS represents the right to receive 15 Renren Class A ordinary shares) and (2) one Class B ordinary share of OPI for each Class B ordinary share of Renren held by that Eligible Shareholder as of the Record Date with respect to which the Offer is validly accepted. However, if any person who validly accepts the Offer would receive OPI Shares that would cause that person to hold more than 49.9% of the total voting power in OPI (including shares that may be obtained by the exercise of vested share incentive grants), that person will receive Class A ordinary shares instead of Class B ordinary shares to the extent necessary for that person’s voting power in OPI (including shares that may be obtained by the exercise of vested share incentive grants) not to exceed 49.9%.

Renren has declared a cash dividend (the “Cash Dividend”) payable to all shareholders of Renren (including holders of Renren’s ADSs) as of the Record Date, in an amount per ordinary share (including Class A ordinary shares that are represented by ADSs) that will be equal to (1) the OPI Value of US$500 million (as defined further below) divided by (2) the total number of OPI Shares issued to Eligible Shareholders who validly accept the Offer, rounded down to the nearest hundredth of a cent. The determination of the amount of the Cash Dividend and the date for its distribution are explained further below. Any Eligible Shareholder who accepts the Offer must waive the right to receive the Cash Dividend that is otherwise payable to it in respect of the corresponding Renren shares or ADSs. No other form of payment will be accepted for OPI Shares in the Offer. Renren shareholders who do not validly accept the Offer (whether because they choose not to accept the Offer or because they are not Eligible Shareholders) will receive the Cash Dividend, which is intended to convey value (per share of Renren) equal to the value of the OPI Shares received (per share of Renren) by those Eligible Shareholders that validly accepted the Offer. See “Background and Fairness” and “Valuation”.

The purchase of OPI Shares involves material risks. See “Risk Factors” beginning on page 26 of this Offering Circular to read about important factors you should consider before accepting the Offer.

We refer to this offering of the OPI Shares as the “Private Placement”. The Private Placement is part of an integrated series of transactions involving the Separation (as defined further below), the Cash Dividend and the Private Placement which Renren and OPI are conducting contemporaneously, and which we refer to collectively as the “Transaction”.

The Transaction is being effected to address the risk that Renren could be deemed to be an “investment company” under the Investment Company Act and to unlock potential in Renren’s ZenZone advertising agency business by separating it from Renren’s social networking, used automobile and other operating businesses. To achieve these goals, Renren has transferred the following assets to OPI: (1) the ZenZone business; (2) minority interests in 44 portfolio companies (collectively, the “Portfolio Companies”); and (3) interests in 6 investment funds (collectively, the “Funds” and, together with the Portfolio Companies, the “Investments”). Renren has opted to retain minority interests in another 6 portfolio companies that have especially strong synergies with Renren’s business, are insignificant in value or are structured in such a way that the benefits of transferring the interest would be outweighed by the cost or difficulty of transferring it. Renren has also transferred certain related debt liabilities to OPI and OPI has taken on certain additional liabilities, as more fully described herein.

Upon completion of the Transaction:

· all OPI Shares will be owned by Eligible Shareholders that validly elect to acquire OPI Shares in the Private Placement in exchange for the waiver of the Cash Dividend otherwise payable to them in respect of the corresponding Renren shares or ADSs;

· OPI will be exempt from the registration requirements of the Investment Company Act by virtue of restricting ownership of OPI Shares solely to “qualified purchasers” or “knowledgeable employees” of OPI, each as defined under the Investment Company Act; and

· OPI’s operations will primarily consist of managing its holdings in 44 Portfolio Companies and 6 Funds and operating the ZenZone business.

Neither OPI nor Renren will receive any cash proceeds from the Private Placement.

The total number of OPI Shares to be issued in the Private Placement cannot be determined until after the Record Date has passed, and thus the final amount of the Cash Dividend will remain unknown until that time. However, as of April 1, 2018, Renren had 1,034,929,113 outstanding shares (comprised of 729,540,663 Class A ordinary shares and 305,388,450 Class B ordinary shares), and Renren has already received contractual commitments (the “Contractual Commitments”) from Eligible Shareholders holding an aggregate of 820,273,132 ordinary shares of Renren (or approximately 79.3% of Renren’s outstanding shares as of April 1, 2018) to acquire an equivalent number of OPI Shares in the Private Placement in exchange for waiving their Cash Dividend. We refer to the Eligible Shareholders who have entered into the Contractual Commitments as the “Committed Shareholders”. Pursuant to the Contractual Commitments, the Committed Shareholders have each agreed to accept the Offer in full, not to transfer their Renren shares prior to the completion of the Private Placement and to acquire OPI Shares in exchange for their waiving the Cash Dividend otherwise payable in respect of the corresponding Renren shares. The Committed Shareholders include, among others, SB Pan Pacific Corporation, which is Renren’s largest shareholder by number of shares and a wholly-owned subsidiary of SoftBank Group Corp.; Mr. Joseph Chen, who is Renren’s founder, chairman and chief executive officer and Renren’s largest shareholder by vote; DCM Ventures (“DCM”), which is one of Renren’s largest shareholders by number of shares; Mr. James Jian Liu, who is Renren’s executive director and chief operating officer; and Mr. David Chao, who is a Renren director and a founder of DCM.

Based on the figures above, and before deducting any fees payable to Citibank, N.A. as depositary for Renren’s ADR program (the “Depositary”), we believe that:

the Cash Dividend will range from US$0.4831 per share (or US$7.2465 per ADS), if all shareholders of Renren (including holders of ADSs) are Eligible Shareholders and validly elect to waive the Cash Dividend in respect of all of their Renren shares and ADSs, to US$0.6096 per share (or US$9.1440 per ADS), if no additional shareholders beyond the Committed Shareholders elect to waive the Cash Dividend in respect of any of their Renren shares or ADSs; and

the aggregate dollar amount of the Cash Dividend to be paid by Renren in the Transaction will range from zero, if all shareholders of Renren (including holders of ADSs) are Eligible Shareholders and validly elect to waive the Cash Dividend in respect of all of their Renren shares and ADSs, to approximately US$131 million, if no additional shareholders beyond the Committed Shareholders elect to waive the Cash Dividend in respect of any of their Renren shares or ADSs.

The Depositary will charge holders of ADSs as of the Record Date a fee of US$0.02 per ADS in respect of which the Cash Dividend is paid, and a fee of US$0.05 per ADS in respect of which the Cash Dividend is waived and OPI Shares are issued. You will not owe any fees to the Depositary in connection with either the Cash Dividend or the OPI Shares to the extent that you hold ordinary shares directly on Renren’s register of members.

Aside from the Committed Shareholders, we do not know at this time how many other Renren shareholders will qualify as Eligible Shareholders, waive the Cash Dividend and validly accept the Offer. As a result, the total number of OPI Shares to be issued in the Private Placement and the final dollar amount of the Cash Dividend (on a per share and per ADS basis) are both unknown at this time, and the ranges given above for the per share (and per ADS) amount and the aggregate dollar amount of the Cash Dividend are merely indicative.

Immediately following the Private Placement, OPI will issue approximately 6.3 million restricted OPI Class A ordinary shares and options to acquire approximately 136.8 million OPI Class A ordinary shares. The incentive share grants exactly correspond to the number of restricted shares and share options that the recipients hold in Renren. Restricted shares have no exercise price and will become unrestricted upon vesting. The exercise price for the OPI share options will be the lower of the exercise price of the corresponding option held by the holder in Renren or the per share value of OPI used in calculating the amount of the Cash Dividend, provided that among the options to be granted to Mr. Joseph Chen, 39,752,430 share options will be granted with an initial exercise price of twice the per share value of OPI. At the time of their issuance, the majority of the OPI share options will have exercise prices that are lower than the per share value of OPI. Furthermore, each time OPI distributes cash or other assets to its shareholders, other than pursuant to certain shareholders’ special distribution rights, the exercise price on each outstanding OPI share option (whether vested or unvested) generally will be reduced on a per share basis by the per share amount of value distributed until the exercise price has reached zero. These restricted shares and options to be issued by OPI, which do not impact the calculation of the amount of the Cash Dividend, could significantly reduce the returns that you receive on your OPI Shares.

For more information on the effect of the Transactions on Renren, including pro forma financial statements of Renren, see the report on Form 6-K that is being filed by Renren with the U.S. Securities and Exchange Commission (the “SEC”) on May 14, 2018.

As further described herein, the Offer is subject to the following terms, restrictions and limitations:

PAYMENT FOR OPI SHARES WILL ONLY BE ACCEPTED IN THE FORM OF A WAIVER OF THE CASH DIVIDEND.

In order for your acceptance to be valid, Renren, OPI and the Verification Agent (as defined below) must have received all of the required forms and information from you no later than the Acceptance Deadline. In addition, you must continue to hold your Renren shares or ADSs as of the Record Date, which will be after the Acceptance Deadline. Your acceptance of the Offer will be rejected to the extent you do not still hold the Renren shares or ADSs for which you accepted the Offer as of the Record Date. Please see “How to Accept the Offer” and “The Verification Process” for further details.

Renren will calculate the dollar amount of the Cash Dividend (in the aggregate and on a per share and per ADS basis) after the Acceptance Deadline has passed and after the Verification Agent has completed verification of all information that was timely submitted by the Acceptance Deadline. Renren will announce the result of that calculation.promptly after the Record Date.

If Renren determines that you have validly waived the Cash Dividend and OPI determines that you have validly accepted the Offer, then your waiver of the Cash Dividend will be immediately effective upon the issuance of the OPI Shares, and you will be notified by e-mail that the applicable number of OPI Shares has been issued to you. If for any reason Renren determines that you have not validly waived the Cash Dividend or OPI determines that you have not validly accepted the Offer, including because the forms you submitted are incomplete or illegible, you will not receive OPI Shares but you will receive the Cash Dividend.

A shareholder of Renren as of the Record Date who takes no action will receive the Cash Dividend.

Renren expects to deliver the OPI Shares on June 21, 2018 (the “Share Delivery Date”) to the Eligible Shareholders who have validly accepted the Offer. Renren also expects to distribute the Cash Dividend on June 21, 2018 (the “Cash Delivery Date”).

Renren will pay the fees and expenses of Renren and OPI in connection with this offering and the related transactions, including legal and accounting fees. However, fees charged by the Depositary to holders of ADSs as of the Record Date, including the US$0.02 per ADS Depositary fee payable in connection with receipt of the Cash Dividend and the US$0.05 per ADS Depositary fee payable in connection with the waiver of the Cash Dividend and receipt of OPI Shares, will be borne by the holders of ADSs.

The Renren board of directors formed a special committee (the “Special Committee”) to evaluate the terms of the Transaction. The terms of the Transaction have been approved by the Special Committee. In accordance with Renren’s articles of association, the approval of SoftBank Group Corp., the parent company of SB Pan Pacific Corporation (Renren’s largest shareholder by number of shares), was also necessary, and the Transaction has been approved by SoftBank Group Corp.

The Special Committee may amend or modify the Transaction for any reason at any time prior to the issuance of the OPI Shares to the purchasers in the Private Placement, including by extending the Acceptance Deadline or by postponing the Share Delivery Date and/or Cash Delivery Date, and the Transaction may be cancelled for any reason at any time prior to the Share Delivery Date. If the Private Placement is cancelled, the Cash Dividend will also be cancelled.

None of Renren’s board of directors, the Special Committee, OPI’s board of directors nor SoftBank is making any recommendation regarding your waiver of the Cash Dividend and acquisition of OPI Shares. You should read this Offering Circular and the annexes to it thoroughly and carefully consider whether or not to accept the Offer. You may not revoke or amend your acceptance of the Offer once made.

If you have any questions or need further information about the Offer or the Transaction in general, please contact Georgeson LLC, the information agent, at (800) 509-1078 or by e-mail at Renren@georgeson.com.

Notices

The Offer is personal to each Eligible Shareholder of Renren as of the Record Date. This Offering Circular may not be transmitted to any other person.

Nothing in this Offering Circular constitutes an offer of securities for sale, or the solicitation of an offer to buy or subscribe for securities, in any jurisdiction where it is unlawful to make or solicit such an offer. The Offering Circular has not been filed with or approved by any securities regulatory or governmental authorities in any jurisdiction. The Offer has not been and will not be registered as a public offering in any jurisdiction. This Offering Circular will not be transmitted to any resident of Japan or any other jurisdiction where the Offer would be prohibited (the “Excluded Jurisdiction”). Shareholders of Renren (including holders of ADSs) as of the Record Date who are residents of an Excluded Jurisdiction are not eligible to accept the Offer and each shareholder that wishes to accept the Offer will be required to confirm that it is not a resident of a jurisdiction where the Offer would be prohibited. You should consult your own professional advisers as to whether you require any governmental or other consents or need to observe any other formalities to enable you to acquire the OPI Shares.

THE OFFER HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THIS OFFER IS MADE PURSUANT TO RULE 506(c) OF REGULATION D UNDER SECTION 4(a)(2) OF THE SECURITIES ACT, WHICH EXEMPTS TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING FROM SUCH REGISTRATION. OPI SHARES MAY ONLY BE ACQUIRED BY INVESTORS WHO MEET THE QUALIFICATIONS DESCRIBED HEREIN.

THE OPI SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR THE LAWS OF ANY OTHER JURISDICTION AND CANNOT BE SOLD IN ANY JURISDICTION UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. OPI HAS NO OBLIGATION TO REGISTER THE OPI SHARES UNDER THE SECURITIES ACT OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR THE LAWS OF ANY OTHER JURISDICTION. TRANSFER OF THE OPI SHARES IS ALSO SUBJECT TO RESTRICTIONS UNDER THE ARTICLES OF ASSOCIATION OF OPI. CONSEQUENTLY, AN INVESTOR SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE OPI SHARES FOR AN INDEFINITE PERIOD OF TIME.

The contents of this document have not been reviewed by any regulatory authority in Hong Kong or elsewhere. You are advised to exercise caution in relation to the Offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.

Forward-looking Statements

This Offering Circular contains forward-looking statements that involve risks and uncertainties. All statements other than statements of current or historical facts are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause OPI’s actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or other similar expressions. OPI has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that we believe may affect OPI’s financial condition, results of operations, business strategy and financial needs. These forward-looking statements include, but are not limited to, statements about:

OPI’s goals and strategies, including its strategies for managing and disposing of the Investments;

OPI’s plans for distributing any returns realized on the Investments or any profits earned by the ZenZone business;

the future development, financial condition and results of operations of the ZenZone business;

expected changes in OPI’s or ZenZone’s revenues, costs or expenditures; or

Renren’s status and prospects after the Transaction is completed, including its plans to remain listed on the NYSE.

You should read this Offering Circular and the annexes to it thoroughly, with the understanding that OPI’s actual future results may be materially different from and worse than what we expect. New risk factors and uncertainties emerge from time to time and it is not possible for us to predict all risk factors and uncertainties, nor can we assess the impact of all factors on OPI or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. OPI qualifies all of its forward-looking statements by these cautionary statements.

You should not rely upon forward-looking statements as predictions of future events. Neither OPI nor Renren undertakes any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Table of Contents

Notices	7
Forward-looking Statements	8
Table of Contents	9
Definitions	10
Expected Timeline	14
Questions and Answers	15
Risk Factors	24
Assets and Liabilities	37
Corporate Structure	38
Business	40
Selected Financial Information of the ZenZone Business	48
Selected Financial Information for the Investments	50
Debts and Warrant	51
Distribution Rights	56
Priority of Payments	58
Reserved Matters	60
Background and Fairness	64
Valuation	72
Cash Dividend	81
Directors, Senior Management and Employees	83
Description of the OPI Shares	88
United States Federal Income Tax Consequences to U.S. Holders	94
How To Accept The Offer	100
Definitions of Accredited Investor and Qualified Purchaser	103
The Verification Process	106
Where You Can Find Additional Information	107
Index of Annexes	108

Annex A. Form of OPI Memorandum and Articles of Association

Annex B. Form of OPI Shareholders Agreement

Annex C. Form of Renren Lianhe Shareholders Agreement

Annex D. Form of Renren Lianhe Memorandum and Articles of Association

Annex E. Form of Separation and Distribution Agreement

Annex F. Form of Services Agreement

Annex G. Senior Secured Promissory Note (Clear Light Ventures Limited)

Annex H. Warrant (Clear Light Ventures Limited)

Annex I. Form of Secured Promissory Note (SoftBank)

Annex J. Form of Secured Promissory Note (Renren)

Annex K. Tripartite Deed of Subordination

Annex L. Fairness Opinion

Annex M. Amended and Restated Offer Acceptance Form

Annex N. Amended and Restated DTC Cash Dividend Waiver Election Form

Annex O. Amended and Restated Non-DTC Cash Dividend Waiver Election Form

Annex P. Amended and Restated Ordinary Share Cash Dividend Waiver Election Form

Annex Q. Form of Share Incentive Plan

Definitions

Acceptance Deadline	5:00 p.m. Eastern time on June 8, 2018, the deadline by which: · Renren must have received an original signed Cash Dividend Waiver Election Form from you, · OPI must have received an original signed Amended and Restated Offer Acceptance Form from you, · the Verification Agent must have received all of the information it requires from you to verify you as an accredited investor, and · the Depositary must have received confirmation of your valid Cash Dividend Waiver Election via DTC’s ATOP system (if you hold your Renren ADSs in a bank, custodian or brokerage account).

Accredited Investor	See the section entitled “Definitions of Accredited Investor and Qualified Purchaser” for the definition of “accredited investor” as such term is defined under the Securities Act.

ADSs	American depositary shares of Renren, each representing 15 Class A ordinary shares of Renren.

Amended and Restated Offer Acceptance Form	The form that you must fill out to accept the Offer, attached to this Offering Circular as Annex M.

Cash Delivery Date	The date on which the Cash Dividend will be distributed, which is expected to be on June 21, 2018.

Cash Dividend	The cash dividend declared by Renren, to be payable to all shareholders of Renren (including holders of Class A ordinary shares represented by ADSs) as of the Record Date, which will be waived by each purchaser of OPI Shares in the Private Placement as payment for such OPI Shares.

Cash Dividend Waiver Election Form	The form that you must fill out to waive the Cash Dividend, which is one of the requirements for accepting the Offer. There are three versions of this form, attached (as amended and restated) to this Offering Circular as Annexes N, O and P.

Committed Shareholders	SB Pan Pacific Corporation, Joseph Chen, DCM, James Jian Liu, David Chao, Shoa-Kai Liu and Greswell Management Limited.

Contractual Commitment	The contractual commitment by each of the Committed Shareholders to accept the Offer, to waive the Cash Dividend and not to transfer any of their Renren shares before the Share Delivery Date.

Depositary	Citibank, N.A., the depositary for Renren’s ADR program.

DTC	The Depository Trust Company.

Duff & Phelps	Duff & Phelps, LLC, the independent financial advisor to the Special Committee.

Eligible Shareholder	A shareholder of Renren (including a holder of ADSs) as of the Record Date who satisfies all three of the following criteria: (1) the shareholder is an “accredited investor,” as such term is defined under the Securities Act, (2) the shareholder is a “qualified purchaser,” as such term is defined under the Investment Company Act, and (3) the shareholder is not a resident of an Excluded Jurisdiction.

Everbright Loan	A loan from Clear Light Ventures Limited, an affiliate of China Everbright Group, originally incurred by Renren in connection with Renren’s purchase of 9,507,933 shares of Series F Preferred Stock of SoFi in October 2015, subsequently transferred to Renren Lianhe. The principal amount of the debt is US$59,260,000, the interest rate is 9% per year, and the original maturity date is October 22, 2018.

Everbright Loan Documents	(i) The subscription agreement dated April 30, 2018 entered into by and among Renren, OPI, Renren Lianhe, Renren SF and Clear Light Ventures Limited, (ii) the promissory note dated April 30, 2018 issued by Renren Lianhe to Clear Light Ventures Limited, (iii) the warrant dated April 30, 2018 issued by Renren SF to Clear Light Ventures Limited, (iv) the equitable mortgage dated April 30, 2018 by and between Renren SF and Clear Light Ventures Limited, and (v) the Tripartite Deed of Subordination.

Excluded Jurisdictions	Japan, and any other jurisdiction where the Offer would be prohibited.

Investments	The Portfolio Companies and Funds transferred to OPI in the Separation. See “Business—Overview” and “—The Investments” and “Selected Financial Information for the Investments.”

Offer	The offering of OPI Shares by OPI in the Private Placement pursuant to this Offering Circular.

OPI	Oak Pacific Investment, a newly formed Cayman Islands exempted corporation, the issuer of the OPI Shares being offered in the Private Placement pursuant to this Offering Circular.

OPI Shareholders Agreement	Agreement among OPI, SoftBank Group Capital, DCM, Mr. Joseph Chen and Mr. James Jian Liu, which will become effective upon the issuance of the ordinary shares of OPI on the Share Delivery Date, the form of which is attached to this Offering Circular as Annex B.

OPI Shares	The ordinary shares of OPI, par value US$0.001 per share, divided into Class A ordinary shares and Class B ordinary shares.

OPI Value	US$500 million, being the value of OPI as established by the Special Committee for purposes of calculating the Cash Dividend. See “Background and Fairness” and “Valuation”.

Private Placement	The offering and issuance of OPI Shares by OPI pursuant to this Offering Circular.

Qualified Purchaser	See the section entitled “Definitions of Accredited Investor and Qualified Purchaser” for the definition of “qualified purchaser” as such term is defined under the Investment Company Act.

Record Date	5:00 p.m. Eastern time on June 14, 2018, being the record date for both the Private Placement and the Cash Dividend.

Renren	Renren Inc., the 100% owner of OPI as of the date of this Offering Circular.

Renren Lianhe	Renren Lianhe Holdings, a direct wholly-owned subsidiary of OPI as of the date of this Offering Circular.

Renren Lianhe Shareholders Agreement	Agreement among OPI, Renren Lianhe, Mr. Joseph Chen and Mr. James Jian Liu, which will become effective upon the issuance of the ordinary shares of OPI on the Share Delivery Date, the form of which is attached to this Offering Circular as Annex C.

Renren Note	The note issued to Renren in respect of a liability that OPI will owe Renren after the Transaction. The principal amount of the debt will be US$90,000,000, the interest rate will be 8% per year, and the term will be the earlier of five years and the date upon which OPI and its subsidiaries no longer hold any SoFi shares. See “Debts and Warrant” and Annex J for more details.

Renren Note Documents	(i) The Renren Note, (ii) the stock pledge agreement to be entered into by and between Renren and Renren SF on or prior to the Share Delivery Date, and (iii) the Tripartite Deed of Subordination.

Renren SF	Renren SF Holdings Inc., a direct wholly-owned subsidiary of Renren Lianhe as of the date of this Offering Circular.

Separation	Renren’s transfer to OPI of various assets (including the Investments and the ZenZone business) and related liabilities pursuant to the Separation and Distribution Agreement attached hereto as Annex E.

Share Delivery Date	The date on which the OPI Shares will be delivered to the Eligible Shareholders who have validly accepted the Offer, which is expected to be on June 21, 2018.

SoFi	Social Finance, Inc.

SoftBank	SoftBank Group Corp., SB Pan Pacific Corporation and/or SoftBank Group Capital Limited, as applicable.

SoftBank Loan	The loan from SoftBank to Renren Lianhe in connection with the Transaction. The principal amount of the debt will be US$60 million, the interest rate will be 8% per year, and the term will be the earlier of three years and the date upon which OPI and its subsidiaries no longer hold any SoFi shares. See “Debts and Warrant” and Annex I for more details.

SoftBank Loan Documents	(i) The promissory note to be issued by Renren Lianhe to SoftBank on the Share Delivery Date, (ii) the stock pledge agreement to be entered into by and between SoftBank and Renren SF on the Share Delivery Date, and (iii) the Tripartite Deed of Subordination.

Special Committee	A special committee of the board of directors of Renren, comprised of Mr. Tianruo Pu, Mr. Stephen Tappin and Ms. Hui Huang, which was formed on December 22, 2016, to evaluate the terms of the Transaction and any related or alternative transactions.

Transaction	The Separation, the Private Placement and the Cash Dividend, and any ancillary actions, taken as a whole.

Tripartite Deed of Subordination	The tripartite deed of subordination to be entered into by and between Clear Light Ventures Limited, SoftBank, Renren, Renren Lianhe and OPI on or prior to the Share Delivery Date. See “Debts and Warrant” and Annex K for more details.

Verification Agent	VerifyInvestor.com

Expected Timeline

Acceptance Deadline	5:00 p.m. Eastern time on June 8, 2018

Record Date	5:00 p.m. Eastern time on June 14, 2018

Share Delivery Date	June 21, 2018

Cash Delivery Date	June 21, 2018

Questions and Answers

How many OPI Shares will I receive if I validly accept the Offer?

If you validly accept the Offer, you will receive one Class A ordinary share of OPI for each Class A ordinary share of Renren that you hold as of the Record Date with respect to which the Offer is validly accepted, including Class A ordinary shares that are represented by ADSs. Since each ADS of Renren represents 15 Class A ordinary shares of Renren, you will receive 15 Class A ordinary shares of OPI for each ADS that you hold as of the Record Date and with respect to which the Offer is validly accepted. If you validly accept the Offer, you will also receive one Class B ordinary share of OPI for each Class B ordinary share of Renren that you hold as of the Record Date with respect to which the Offer is validly accepted. However, if you would receive OPI Shares in the Private Placement that would cause you to hold more than 49.9% of the total voting power in OPI (including shares that you can obtain by the exercise of vested share incentive grants), you will receive Class A ordinary shares instead of Class B ordinary shares to the extent necessary for your voting power in OPI (including shares that you can obtain by the exercise of vested share incentive grants) not to exceed 49.9%.

What happens if I don’t validly accept the Offer?

You will receive the per share amount of the Cash Dividend for each ordinary share of Renren that you hold as of the Record Date with respect to which you did not validly accept the Offer. If you wish to receive the Cash Dividend, no action is required on your part.

How large will the Cash Dividend be?

Until the Private Placement is completed, we will not know the size of the Cash Dividend, either in the aggregate or on a per Renren share (or per Renren ADS) basis. The Cash Dividend payable per ordinary share of Renren will be equal to (1) the OPI Value of US$500 million (established by the Special Committee on April 23, 2018) divided by (2) the total number of OPI Shares issued to Eligible Shareholders in the Private Placement, rounded down to the nearest hundredth of a cent. In other words, the Cash Dividend per ordinary share of Renren outstanding on the Record Date will be equal to the OPI Value per OPI Share issued and sold in the Private Placement. Since each ADS represents 15 ordinary shares of Renren, the Cash Dividend payable per ADS of Renren will be 15 times larger, subject to the Depositary’s fees of US$0.02 per ADS held (and in respect of which the Offer is not validly accepted).

Based on the Contractual Commitments that Renren and OPI have received, we believe that the Cash Dividend will range from US$0.4831 per share of Renren (or US$7.2465 per ADS), if all shareholders of Renren are Eligible Shareholders and validly elect to waive the Cash Dividend in respect of all of their Renren shares and ADSs, to US$0.6096 per share of Renren (or US$9.1440 per Renren ADS), if no additional shareholders beyond those who have entered into the Contractual Commitments elect to waive the Cash Dividend in respect of any of their Renren shares or ADSs, before deducting any fees payable to the Depositary in connection with the payment of the Cash Dividend to holders of ADSs.

Why is Renren disposing of OPI?

Renren was contacted by the staff of the SEC regarding the possibility that Renren could be deemed to be an “investment company” under the Investment Company Act. If Renren were deemed to be an investment company, it would be unable to register with the SEC as an investment company and meet its related U.S. disclosure obligations and its ADSs would be delisted from the NYSE, and it may become subject to SEC enforcement action, among other things. After correspondence and discussions with the SEC staff, Renren undertook to reduce the aggregate value on its balance sheet of the shares in companies that it does not control in order to ensure that it would not be deemed to be an investment company. The Private Placement is also being undertaken to unlock potential in Renren’s advertising agency business by separating it from Renren’s social networking, used automobile and other operating businesses.

Why doesn’t Renren sell its investments and distribute all the cash to its shareholders in a dividend?

As described more fully below in “Background and Fairness,” Renren considered this option but determined that it was not practicable. With limited exceptions, Renren’s investments are in privately held companies or investment funds that generally are not well known and do not trade on any established market. The portfolio was also assembled in part for the potential synergies that the underlying businesses offered Renren’s businesses rather than to constitute an investment portfolio that would attract potential investors. Piecemeal sales of its investments would incur high transaction costs, and there is no guarantee that Renren could have found buyers for all the individual assets at reasonable prices, or for enough of the individual assets to ensure that the Investment Company Act issue would have been resolved. Although Renren’s efforts to find a purchaser for its portfolio were unsuccessful, Renren did sell a portion of its SoFi holdings for US$91.9 million in April 2017 in a transaction that was organized by SoFi. However, Renren was unsuccessful in identifying a purchaser for its broader portfolio or additional purchasers for its SoFi shares on acceptable commercial terms (including price and size of transaction).

Why doesn’t Renren distribute its investments to its shareholders pro rata in a dividend?

As described in greater detail under “Background and Fairness,” Renren is a public company with a large number of shareholders, while its investments (with limited exceptions) consist of privately held companies or private investment funds. Any distribution by Renren of its investments on a pro rata basis to its shareholders (even if permitted by the related investment terms) would subject the private companies and funds to reporting obligations under the Exchange Act for which they are not prepared and which could damage the value of the investments. Also, Renren’s shareholders would receive shares of a large number of small companies which would be difficult to sell and which would require a significant investment of time and energy to manage properly.

Why didn’t Renren incorporate OPI in the United States and register it under the Investment Company Act?

As described in greater detail under “Background and Fairness,” the operational, governance and other restrictions under the Investment Company Act make registering OPI as an investment company impracticable.

Will there be a shareholder meeting to approve the Transaction? Is the approval of the shareholders of Renren required for the Transaction to be carried out?

Under Cayman Islands law, shareholder approval is not required for the Transaction or any part thereof, and no shareholder meeting is planned. However, under the terms of Renren’s articles of association that have been in effect since Renren’s initial public offering in 2011, the consent of SoftBank Group Corp. is required to effect the Transaction. SoftBank Group Corp. is the parent company of SB Pan Pacific Corporation, Renren’s single largest shareholder by number of shares, holding approximately 42.9% of Renren’s outstanding shares by vote and approximately 39.2% by number of shares. SoftBank Group Corp. has given its consent to the Transaction.

What is the role of the Special Committee in the Transaction?

The Special Committee was formed by the board of directors of Renren on December 22, 2016, to evaluate the terms of the Transaction and any related or alternative transactions. The Special Committee includes two independent directors, Mr. Tianruo Pu and Mr. Stephen Tappin, and Renren’s former chief financial officer, Ms. Hui Huang. None of the members of the Special Committee has an interest in the Transaction different from the holders of Renren shares and ADSs (except for compensation received for serving as a Special Committee member, which is not contingent on the completion of the Transaction or any alternative transaction, and their indemnification rights as Renren directors). The Special Committee was given full power to hire legal and financial advisors, to conduct negotiations on behalf of Renren on the terms of the Transaction, and ultimately to approve or not approve the Transaction and any related or alternative transactions. The Transaction has been approved by the Special Committee.

10.

How was the OPI Value determined?

The OPI Value (which is US$500 million) was established by the Special Committee on April 23, 2018 after considering a number of factors including (1) the various ranges for the value of OPI at the time of the Transaction as presented by Duff & Phelps during its presentation to the board of directors on April 23, 2018, (2) the anticipated financial condition of Renren after giving effect to the Transaction and (3) Renren’s current liquidity, including its cash position and projected cash position after taking into account the Transaction and anticipated cash needs (including funding potential future Renren operating losses and the planned ADS buyback in response to an anticipated drop in the trading price of Renren’s ADSs when Renren’s ADSs begin trading on an ex-dividend basis).

Upon the completion of the Transaction, OPI’s assets will include (1) the Investments (including the shares of SoFi as well as other securities), (2) the ZenZone business and (3) approximately US$35 million in cash (excluding cash attributable to the ZenZone business). The Investments and the ZenZone business have been transferred to OPI by Renren as part of the Separation. The cash reflects the proceeds of the SoftBank Loan, US$25 million to be paid by OPI to Renren in connection with the Separation to help fund the Cash Dividend. Other than cash attributable to the ZenZone business, Renren will transfer no cash to OPI as part of the Transaction.

OPI’s liabilities include the US$59.26 million Everbright Loan, the US$60 million SoftBank Loan and the US$90 million Renren Note. In addition, the net present value of the operating expenses that OPI will incur after it becomes a stand-alone company have been estimated to be between US$5 million and US$9 million.

See “Background and Fairness,” “Valuation” and “Debts and Warrant.”

11.

Is the Transaction fair to Renren’s shareholders acquiring OPI Shares in the Private Placement or receiving the Cash Dividend?

No determination has been or will be made with respect to the fairness of the Transaction to Eligible Shareholders who waive the Cash Dividend and elect to receive shares of OPI in the Private Placement. The Special Committee, however, has determined that the Transaction is fair to Renren’s shareholders and ADS holders who receive the Cash Dividend.

12.

What factors did the Special Committee consider when making the fairness determination with respect to Renren shareholders receiving the Cash Dividend?

See “Background and Fairness” for a discussion of various factors considered by the Special Committee in reaching its determination that the Transaction is fair to the Renren shareholders and ADS holders receiving the Cash Dividend. These factors include (1) the need for Renren to timely address the risk that it might be deemed an investment company under the Investment Company Act and (2) Duff & Phelps’s opinion that the OPI Value is fair from a financial point of view to the Renren shareholders and ADS holders receiving the Cash Dividend.

13.

How will Renren fund the Cash Dividend?

Renren will fund the Cash Dividend primarily from cash on hand, as well as from US$25 million in cash which OPI will transfer to Renren upon its receipt of the SoftBank Loan. Renren had US$128.8 million of cash and cash equivalents as of December 31, 2017. See “Debts and Warrant.”

14.

How did Renren decide which investments to include in OPI?

In order to effectively address the risk that Renren could be deemed to be an investment company under the Investment Company Act, Renren has transferred the minority interests that it holds in the 44 Portfolio Companies together with its interests in the 6 Funds to OPI. Renren will only retain a minority interest in another 6 entities which either have especially strong synergy with Renren in their business or which are insignificant in value and would be costly and difficult to transfer due to the way the investment was structured.

15.

What are the U.S. federal income tax consequences to me if I don’t accept the Offer?

Your receipt of the Cash Dividend as a shareholder of Renren will generally be a taxable transaction to you for U.S. federal income tax purposes. As a result of Renren’s expected classification as a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes, you may be subject to an additional penalizing tax under the PFIC rules on receipt of the Cash Dividend. In addition, if Renren is classified as a PFIC, the Cash Dividend will not be eligible for the special reduced tax rate available to individuals on “qualified dividend income.” For more information, see “United States Federal Income Tax Consequences to U.S. Holders.” You should consult your tax advisor to determine the particular tax consequences to you of not accepting the Offer.

16.

What are the U.S. federal income tax consequences to U.S. holders who accept the Offer?

In connection with the Private Placement, Renren expects to receive an opinion from Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to the effect that the transfer of OPI Shares pursuant to the Private Placement should qualify as a tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as amended. Assuming that the Private Placement so qualifies, a U.S. Holder (defined below in the section entitled “United States Federal Income Tax Consequences to U.S. Holders”) who accepts the Offer will not be required, for U.S. federal income tax purposes, to recognize any gain or loss or to include any amount in income upon the receipt of OPI Shares pursuant to the Private Placement.

If the Private Placement does not qualify as a tax-free distribution for U.S. federal income tax purposes, the receipt by a U.S. Holder of OPI Shares pursuant to the Private Placement would generally be treated as a taxable distribution in an amount equal to the total fair market value of the OPI Shares received and may be subject to an additional penalizing tax under the PFIC rules.

In addition, because OPI, like Renren, is expected to be treated as a PFIC, a U.S. Holder who accepts the Offer and receives OPI Shares will be subject to the same penalizing PFIC rules with respect to its OPI Shares that apply to its Renren ADSs or ordinary shares, unless such U.S. Holder makes a qualified electing fund (“QEF”) election for the first taxable year in which the U.S. Holder owns OPI Shares and in which OPI is classified as a PFIC, as described in greater detail the section entitled “United States Federal Income Tax Consequences to U.S. Holders.” U.S. Holders who accept the Offer and make a QEF election with respect to their OPI Shares may be required to recognize income or gain for U.S. federal income tax purposes as a result of sales or distributions of assets by OPI, even if such U.S. Holders do not receive any proceeds from such sales or participate in such distributions. This may occur as a result of special distribution rights that will be granted to DCM and SoftBank with respect to their pro rata share of OPI’s SoFi shares. For more information, see “Distribution Rights.”

U.S. Holders are urged to read the section entitled “United States Federal Income Tax Consequences to U.S. Holders” in its entirety and to consult their tax advisors regarding the particular tax consequences to them of accepting the Offer.

17.

What do I need to do to accept the Offer?

How you accept the Offer depends in part on how you hold ADSs and/or ordinary shares of Renren that are not represented by ADSs. However, each person must fill out and timely deliver an Amended and Restated Offer Acceptance Form to accept the Offer and also fill out and timely deliver one or more Cash Dividend Waiver Election Forms to waive the Cash Dividend as payment for the OPI Shares, and each person must also complete the steps to be verified as an accredited investor. See “How To Accept The Offer” and “The Verification Process” in this Offering Circular.

18.

How do I know if I am eligible to accept the Offer?

The section entitled “Definitions of Accredited Investor and Qualified Purchaser” in this Offering Circular includes the definitions of “accredited investor” under the Securities Act and “qualified purchaser” under the Investment Company Act. If you wish to accept the Offer, it is your responsibility to review these definitions in light of your own qualifications to determine whether you meet the criteria. If you can certify honestly that you are an accredited investor and a qualified purchaser and that you are not a resident of the Excluded Jurisdiction, then you will be eligible to accept the Offer.

19.

Should I fill out more than one Cash Dividend Waiver Election Form if I hold both ordinary shares and/or ADSs of Renren in more than one way?

It is possible that you may have to fill out more than one Cash Dividend Waiver Election Form, depending on how you hold your shareholding in Renren.

If you have ordinary shares that are recorded on Renren’s register of members, then you will need to fill out an Amended and Restated Ordinary Share Cash Dividend Waiver Election Form for those shares and send it to Renren.

If you have ADSs that are recorded on the books of the Depositary, then you will need to fill out a separate Amended and Restated Non-DTC Cash Dividend Waiver Election Form for those ADSs and send it to Renren.

If you have ADSs that are held in a brokerage or custodian account and cleared through DTC, then you must follow the procedures established by your broker. You will also have to fill out a separate Amended and Restated DTC Cash Dividend Waiver Election Form for each account and send each of these forms to Renren.

See “How to Accept the Offer” for more details.

20.

Should I fill out more than one Amended and Restated Offer Acceptance Form if I hold both ordinary shares and/or ADSs of Renren in more than one way?

Provided that you hold all of the ordinary shares and/or ADSs under the same name, you only need to fill out one Amended and Restated Offer Acceptance Form, because the Amended and Restated Offer Acceptance Form does not specify how many ordinary shares and/or ADSs in respect of which you are accepting the offer or how they are held. If there is any difference at all in the name under which you hold the ordinary shares and/or ADSs, for example the presence or absence of a middle initial, then you must fill out a separate Amended and Restated Offer Acceptance Form for each version of your name. The name on the Amended and Restated Offer Acceptance Form must be an exact match to the name under which the ordinary shares and/or ADSs are held.

21.

What if there are multiple owners of an ordinary share or ADS of Renren?

If there are multiple owners of an ordinary share or ADS of Renren, then each owner must sign and send Renren his, her or its own separate Cash Dividend Waiver Election Form of the appropriate type (DTC, Non-DTC or Ordinary Share) covering those ordinary shares or ADSs and each owner must sign his, her or its own separate Amended and Restated Offer Acceptance Form. The waiver and acceptance are only valid if all owners validly complete and send Renren the required forms. If multiple owners validly accept the Offer, the OPI Shares will be registered in the names of all of the owners collectively on the register of members of OPI.

22.

Why do I have to submit my personal financial information to accept the Offer?

OPI is relying on Rule 506(c) of Regulation D under Section 4(a)(2) of the Securities Act as an exemption from the registration requirements of the Securities Act for the Private Placement. In order to comply with the requirements of Rule 506(c), OPI must take reasonable steps to verify that you are an “accredited investor” under the Securities Act. Rule 506(c) lists some of the ways that OPI can verify that you are an “accredited investor,” which include reviewing tax forms, bank statements, brokerage statements and other kinds of your personal financial information. Renren has hired VerifyInvestor.com as the Verification Agent to assist in this process.

23.

How will my OPI Shares be sent to me?

If you accept the Offer and become a shareholder of OPI, your name and address will be registered in OPI’s register of members on the Share Delivery Date. If you request it, either in your Amended and Restated Offer Acceptance Form or by contacting OPI separately after the Private Placement, OPI will send you a certificate showing the number of OPI Shares that you hold. However, the register of members is the official record of your shareholding. The OPI Shares will not be eligible for clearance through DTC and will not be sent to your brokerage or custodian account, even if you held your Renren shares or ADSs in a brokerage or custodian account.

24.

What do I have to do to elect to receive the Cash Dividend?

If you do not validly accept the Offer, you will receive the Cash Dividend. You do not have to take any action to elect to receive the Cash Dividend.

25.

How will the Cash Dividend be paid to me?

If you hold ADSs through a broker or custodian and you do not validly waive the Cash Dividend with respect to those ADSs, you will receive the Cash Dividend through DTC, the clearing system for the ADSs in the United States, in your brokerage or custodian account. If you hold ADSs outside of DTC and you do not validly waive the Cash Dividend with respect to those ADSs, the Depositary will mail you a check at the address that is recorded for you in the Depositary’s records. If you hold ordinary shares of Renren that are not represented by ADSs and you do not validly waive the Cash Dividend with respect to those ordinary shares, Renren will mail you a check at the address that is recorded for you on Renren’s register of members.

26.

How will I pay the fees to the Depositary?

The Depositary will charge ADS holders a fee for the Cash Dividend of US$0.02 per ADS held and in respect of which the Offer is not validly accepted, and a distribution fee for the OPI Shares delivered in the Private Placement of US$0.05 per ADS held and in respect of which the Offer is validly accepted. The Depositary fee payable in respect of the Cash Dividend will be deducted from the Cash Dividend at the time of distribution to ADS holders. At the time that you elect to waive the Cash Dividend, you will be asked to arrange for the payment to the Depositary, directly or via your broker or custodian, of the Depositary fee payable in respect of the OPI Shares to be delivered pursuant to the Private Placement. Failure to make timely payment of the Depositary fee in respect of the OPI Shares to be delivered pursuant to the Private Placement will result the rejection of the Cash Dividend waiver, in which case you will receive the Cash Dividend (net of the Depositary fee of US$0.02 per ADS held) rather than OPI Shares. You will not owe any fees to the Depositary in connection with either the Cash Dividend or the OPI Shares to the extent that you hold ordinary shares directly on Renren’s register of members.

27.

Will Renren receive any proceeds from the Private Placement?

No. The OPI Shares will only be issued to Eligible Shareholders who waive their right to receive the Cash Dividend as payment for such shares. Neither OPI nor Renren will receive any proceeds from the Private Placement.

28.

What will happen to OPI after the Private Placement?

Following the Private Placement, OPI will be a privately held company not subject to the public company reporting requirements under the Exchange Act and not listed on any stock exchange. See “Business” for disclosure on OPI’s business and assets and the strategies that it currently plans to pursue. OPI has no plans to become a public reporting company or to become listed on any securities exchange. OPI will be structured so as to have no shareholders who are not either “qualified purchasers” or “knowledgeable employees” as these terms are defined under the Investment Company Act.

29.

What kind of information will OPI provide to its shareholders?

If you validly accept the Offer and become a shareholder of OPI, you will have the right to receive information about OPI to the extent provided under Cayman Islands law and in OPI’s articles of association. The articles of association of OPI that will become effective immediately prior to the closing of the Private Placement are attached to this Offering Circular as Annex A. OPI expects to provide shareholders with annual and quarterly financial statements. OPI will send information to you at the contact information that you have provided in your Amended and Restated Offer Acceptance Form. You may contact OPI directly if you have any questions or need to take any action with respect to your shareholding in OPI.

30.

What will happen to Renren after the Private Placement?

Renren intends to remain a public company listed on the NYSE after the completion of the Transaction. Renren will continue to operate its social networking, used automobile and other operating businesses.

31.

What effect will the Transaction have on Renren’s ADS price?

Renren’s ADSs trade on the NYSE under the ticker symbol “RENN”. As of May 11, 2018 (the last trading date prior to the date of this Offering Circular), the closing price per ADS was US$8.78. Renren expects that trading for its ADSs will be extremely volatile, particularly given the complexity of the Transaction, the size of the OPI Value compared to Renren’s market capitalization and the uncertainty over the final amount of the Cash Dividend on a per share and per ADS basis.

We intend to announce the exact amount of the Cash Dividend on or about June 15, 2018, the business day immediately following the Record Date, and to pay the Cash Dividend on June 21, 2018. According to the NYSE, the ex-dividend date for NYSE trading will be June 22, 2018. The ex-dividend date is the date on which the NYSE will reset the opening trading price of the Renren ADSs to reflect the payment of the Cash Dividend. On and after the ex-dividend date, purchasers of ADSs will have no right to receive the Cash Dividend with respect to those newly purchased ADSs. The trading price for Renren’s ADSs on the ex-dividend date is expected to be much lower than the closing price on the last trading date before the ex-dividend date, to reflect the amount of the Cash Dividend.

To the extent that Renren’s ADSs trade below US$1.00 per ADS for an extended period of time or at or below US$0.16 per ADS for any period of time, Renren’s ADSs may be suspended from trading on the NYSE and ultimately delisted. To assist in stabilizing the ADS trading price and to address this risk, Renren has adopted a share repurchase program to be effected on the open market at prevailing market prices from time to time as market conditions warrant in accordance with the applicable requirements of Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act.

For more information on the effect of the Transactions on Renren, including pro forma financial statements of Renren, see the report on Form 6-K filed by Renren with the SEC on May 14, 2018.

Risk Factors

An investment in the OPI Shares involves significant risks. You should carefully consider all of the information in this Offering Circular, including the risks and uncertainties described below, before deciding whether to accept the Offer. Any of the following risks could have a material adverse effect on the business, financial condition and results of operations of OPI. In any such case, the value of the OPI Shares may decline and may reach zero.

Risks Relating to OPI’s Assets

The creditors of OPI, certain shareholders of Renren and certain employees of OPI have rights that may affect the value of the OPI Shares.

The Offer of OPI Shares is part of a complex, integrated series of transactions which we refer to in the aggregate as the Transaction. Renren is carrying out the Transaction primarily to avoid being deemed to be an investment company. The consent and cooperation of numerous parties is required to implement the Transaction, with OPI granting a number of rights to various parties that take precedence over the rights of other OPI shareholders. These include:

Rights given to Clear Light Ventures Limited in connection with the Everbright Loan, including the right to block dispositions of Investments and distribution of cash by OPI to its shareholders, as well as the right to acquire some of the SoFi shares from OPI. See “Debts and Warrant—The Everbright Loan” and “Debts and Warrant—The Everbright Warrant”.

Rights given to SoftBank in connection with the SoftBank Loan, including the right to any appreciation in value from some of the SoFi shares. See “Debts and Warrant—The SoftBank Loan”.

Rights given to Renren in connection with the Renren Note. See “Debts and Warrant—The Renren Note”.

Preferred shares in Renren Lianhe Holdings granted to Mr. Chen and Mr. Liu that give them a 30% surplus return from Investments other than SoFi shares, subject to a preferred return and other conditions. See “Priority of Payments”.

Rights given to SoftBank, Mr. Chen and Mr. Liu with regards to appointment of directors to the board of OPI. See “Directors, Senior Management and Employees—The Board of Directors”.

Rights given to SoftBank and DCM to permit them to withdraw their pro rata share of unpledged shares of SoFi from OPI at a time of their own choosing, subject to the terms of the Everbright Loan Documents, SoftBank Loan Documents and Renren Note Documents. See “Distribution Rights”.

Rights given to SoftBank and DCM to prevent the officers and the board of directors of OPI from taking certain enumerated actions. See “Reserved Matters”.

The award by OPI following the Private Placement of approximately 6.3 million restricted OPI Class A ordinary shares and options to acquire approximately 136.8 million OPI Class A ordinary shares. The grants correspond to the number of incentive share grants that the recipients hold in Renren. At the time of their issuance, the majority of the OPI share options will have exercise prices that are lower than the per share value of OPI, and the exercise prices will be further reduced as OPI makes distributions to shareholders. These OPI incentive grants, which do not impact the calculation of the amount of the Cash Dividend, could significantly dilute the future value of your OPI Shares. See “Directors, Senior Management and Employees—Share Incentive Plan”.

These rights were not considered in determining the OPI Value but they may reduce the value of the OPI Shares to shareholders who do not enjoy these rights. In addition, any exercise of DCM’s and SoftBank’s special distributions rights, pursuant to which they can withdraw their pro rata share of unpledged SoFi shares from OPI at a time of their own choosing, may result in immediate taxable income to U.S. taxpayers who have made a “QEF election” despite the absence of any corresponding distribution to them of cash or property (see “United States Federal Income Tax Consequences to U.S. Holders.”).

You should carefully read the terms of these rights as described in the Offering Circular and the texts of the actual agreements which are annexed to the Offering Circular to fully understand their potential impact on the value of the OPI Shares now and in the future. Your return from an investment in OPI may be deferred or substantially reduced below your expectations by the actions of creditors, other shareholders and employees of OPI.

The Everbright Loan will mature on October 22, 2018, and OPI does not have sufficient cash on hand to pay the principal and interest due on that date. If OPI cannot sell sufficient assets prior to October 22, 2018, and if the lender under the Everbright Loan does not agree to extend the maturity date, you may lose some or all of the value of your OPI Shares.

The Everbright Loan will mature on October 22, 2018, if it is not extended by mutual agreement between the lender and OPI. The aggregate amount of principal and interest due under the Everbright Loan on that date will be approximately US$70.8 million. Upon the completion of the Private Placement, OPI will have approximately US$35 million in cash, not including working capital held in cash by the ZenZone business. In order to avoid a default on the Everbright Loan, OPI must either sell assets before the maturity date or reach an agreement with the lender to extend the maturity date of the loan. Under the terms of the Everbright Loan, the lender and OPI may agree to extend the maturity date of the loan by an additional two years, but OPI does not have to power to extend the maturity date unilaterally without the agreement of the lender. While the Investments have been valued for purposes of establishing the OPI Value at a sum much larger than the amount of money that OPI would need to raise, the Investments are generally illiquid and Renren has not had success in finding buyers for the Investments at acceptable prices in the recent past. A failure by OPI to pay the amount due on the Everbright Loan at maturity would also constitute a default under the SoftBank Loan and the Renren Note, causing those obligations to accelerate and become payable immediately. If OPI declares bankruptcy or is forced into receivership by the lenders under any or all of these loans, the Investments may be sold at prices substantially below the value at which they were valued for purposes of establishing the OPI Value, and shareholders of OPI may get little or no return on their investment in OPI. To avoid bankruptcy, OPI may have to sell some of the Investments (particularly its holdings of SoFi shares) prior to October 22, 2018, at prices which Renren previously considered unacceptable, which may substantially reduce the value of OPI and the return on an investment in OPI Shares.

The OPI Value was established by the Special Committee for the purpose of determining the Cash Dividend amount; the OPI Value may prove not to be reflective of the value of OPI and its assets and there are a range of values at which the Cash Dividend could be determined to be fair from a financial point of view.

The Special Committee obtained the fairness opinion from its financial advisor, Duff & Phelps, to assist it in determining whether the Cash Dividend to be received in the Transaction by the Renren shareholders and ADS holders (other than the Eligible Shareholders who waive the Cash Dividend and elect to receive shares of OPI in the Private Placement) is fair from a financial point of view to such holders. No determination has been or will be made with respect to the fairness of the Transaction to Eligible Shareholders who elect to receive OPI Shares in the Private Placement.

The Transaction is complex and there are a range of values at which the Cash Dividend could be determined to be fair from a financial point of view to those Renren shareholders and ADS holders receiving the Cash Dividend. In addition, there are a number of legal and other non-economic factors influencing the Special Committee’s decision to proceed with the Transaction and the determination that the Transaction is fair, including (1) the need for Renren to avoid the delisting of its ADSs from the NYSE if it is determined to be an investment company, (2) the lack of what the Special Committee believed to be reasonably viable alternatives to the Transaction, (3) the consent or cooperation required from various parties (including SoftBank, Clear Light Ventures Limited and DCM) to effect the Transaction and (4) liquidity limitations on Renren’s ability to fund the Cash Dividend. See “Background and Fairness.” In addition, valuations of this type are subject to numerous assumptions, limitations and uncertainties. See “Valuation.” The historical book values recorded by Renren for its interests in the 44 Portfolio Companies, the 6 Funds and the ZenZone business, each being acquired by OPI as part of the Separation, are not necessarily indicative of their fair value. With the exception of three Portfolio Companies, neither the Portfolio Companies nor the Funds are listed or traded on any stock exchange. In addition, Renren and the Special Committee have limited access to information regarding the financial results, future prospects and financial projections by which the Portfolio Companies (including SoFi) and the Funds could be analyzed. Accordingly, the Special Committee’s determination of the OPI Value, as well as the financial advisor’s valuation methodologies and analyses relating to the Portfolio Companies and the Funds underlying its fairness opinion, relied significantly on a review of historic valuations, as opposed to typical intrinsic valuation methodologies that employ forward looking information or company-specific historical financial metrics. In addition, the Investments and the ZenZone business and their related values and success are subject to numerous risks outlined below. As a result, any of these factors individually or in the aggregate could cause the aggregate and individual fair values of the Investments to vary materially.

A significant proportion of the value of OPI’s assets is comprised of shares of one company, SoFi.

OPI’s holdings of SoFi shares include 259,348 common shares and 34,464,634 preferred shares representing approximately 14.8% of SoFi’s outstanding shares as of December 31, 2017. These shares comprise a significant portion of the value of OPI. See “Valuation.” The value of your shareholdings in OPI will be significantly affected by any events that affect the value of SoFi, including the performance of SoFi and the performance of other companies in SoFi’s industry.

SoFi’s co-founder and chief executive officer Michael Cagney stepped down in 2017 to pursue other opportunities. Anthony Noto became SoFi’s new chief executive officer effective March 1, 2018. The negative publicity associated with allegations against Mr. Cagney may affect SoFi’s corporate image and reputation among its customers, which may lead to a reduction of SoFi’s revenues and operating results. In addition, the change of chief executive officer may shift important company policies and affect day-to-day management of operating businesses. These changes may have a significant impact on the value of SoFi shares and as a consequence, the value of your OPI Shares.

SoFi is a privately held company. Although Renren successfully sold 5,719,986 shares of SoFi for approximately US$91.9 million in net proceeds in a private tender offer in April 2017, no public market exists for SoFi shares. Renren was not able to sell additional SoFi shares at the tender offer price and there is no guarantee that OPI will be able to sell the SoFi shares in the future at the tender offer price or above.

SoFi is not subject to the periodic reporting or other informational requirements of the Exchange Act. As a shareholder of OPI you will not have the rights to obtain information from SoFi that a shareholder of SoFi would have. If SoFi’s financial or operating results do not meet investor expectations, or if other companies in SoFi’s industry announce disappointing financial or operating results, or if SoFi encounters any unexpected legal or regulatory difficulties, then the value of your shareholding in OPI may be materially adversely affected.

OPI must repay its creditors before it can distribute cash to its shareholders, and the special distribution rights granted to SoftBank and DCM shift some of the risk disproportionately onto the other shareholders of OPI.

Upon the closing of the Transaction, OPI and its subsidiaries will owe approximately US$218 million in principal and accrued interest for the Everbright Loan, the SoftBank Loan and the Renren Note. Any cash realized from OPI’s Investments must be used to fully repay all three loans before any cash may be distributed to shareholders of OPI (except as described in “Distribution Rights” elsewhere in this Offering Circular). Furthermore, each of these loans imposes a variety of restrictions on how OPI can manage its assets. For example, as long as the Everbright Loan is outstanding, OPI may not sell any of its Investments without the consent of Clear Light Ventures Limited unless the proceeds from the sale are sufficient to repay, and are used to repay, the Everbright Loan. Therefore, with the exception of SoFi shares that are distributed to DCM and SoftBank (or the cash proceeds thereof) pursuant to their special distribution rights, the assets of OPI will remain in OPI as collateral for or be used to satisfy the outstanding loans until the loans are paid off in their entirety. In addition, under these debt documents, OPI has promised to monetize its shares of SoFi as early as possible to repay the loans, which may limit its ability to maximize the return on its investment in the SoFi shares.

If the value of the SoFi shares falls, OPI may have to pledge additional SoFi shares to secure the Everbright Loan, and the number of SoFi shares that must be sold to repay those debts may exceed the number that was used in calculating the number of shares that was distributed to DCM and SoftBank pursuant to their special dividend rights. Because DCM and SoftBank are not obligated to return any of the shares of SoFi that are distributed to them, or otherwise compensate OPI, the economic loss from a decline in the value of SoFi will fall disproportionately upon the other shareholders of OPI.

SoftBank will receive any gain from a portion of OPI’s shares of SoFi as consideration for the SoftBank Loan.

The principal amount of the SoftBank Loan will be US$60 million. Under the terms of the SoftBank Loan, OPI has agreed to pay to SoftBank any future increase in the value of SoFi shares in respect of shares deemed to have a value equal to the initial principal amount of the SoftBank Loan on the Share Delivery Date. In other words, SoftBank will benefit from any appreciation on approximately 3,491,580 shares of SoFi that are held by OPI as if it had purchased those shares from OPI on the Share Delivery Date, and you will not benefit from that appreciation, if any. However, a reduction in the value of the SoFi shares does not reduce the principal or interest amounts due under the SoftBank Loan.

OPI’s investments may be risky, and you could lose all or part of your investment.

A large proportion of OPI’s assets consist of equity securities in 44 Portfolio Companies. With only two exceptions, none of the Portfolio Companies is listed or traded on any stock exchange and for the most part their shares are highly illiquid. Subject to DCM’s and SoftBank’s special distribution rights with respect to those SoFi shares that OPI has not pledged, OPI plans to hold these equity securities until there is an opportunity to dispose of them at an attractive price, for example after the Portfolio Company has completed an initial public offering or when the Portfolio Company is acquired by another company. However, such an opportunity may not present itself. Many privately held companies go out of business without ever completing an initial public offering, and many of them are sold at unattractive valuations or simply wound up when their business fails to develop. OPI also has an aggregate of approximately US$10.5 million invested in its 6 Funds which themselves are illiquid investments in relatively risky assets, and these Funds may not generate positive returns. Accordingly, an investment in OPI may present greater risk than an investment in an investment company that invests in publicly traded securities.

OPI’s investments are highly concentrated in social networking and internet finance, particularly in China and the United States.

The Portfolio Companies comprise a large proportion of OPI’s assets. Renren invested in these companies at least in part due to potential synergies they offer with Renren’s own social networking, internet finance and other operating businesses, and not solely or even primarily for the sake of generating financial returns from those investments. The Portfolio Companies are themselves concentrated to a large degree in social networking and internet financing, and particularly in businesses that combine social networking with internet financing. A downturn in these industries or sectors would have a larger impact on OPI than it would on an investment company whose investments are diversified into more industries or sectors of the economy. In addition, most of the Portfolio Companies do business in either China or the United States, and a downturn in the economy of either or both of these countries could have a disproportionate effect on the value of the Investments. Accordingly, an investment in OPI may present greater risk than an investment in a diversified investment company.

A large proportion of OPI’s assets consist of equity securities for which market quotations are not readily available, and as a result there is uncertainty regarding the value of its investments.

With two exceptions, the Investments are not listed or traded on any stock exchange. The book values for each Investment set forth in “Selected Financial Information for the Investments” were derived from the unaudited consolidated balance sheet data of Renren. Due to the inherent uncertainty of determining the fair value of investments that do not have a readily available market value, the fair value of the Investments may differ significantly from the values that would have been used had a readily available market value existed for them, and the differences could be material.

Because the Cash Dividend is calculated without regard for dilution to shareholding in OPI by the issuance of share incentive grants under OPI’s share incentive plan, you will experience immediate and substantial dilution if you validly accept the Offer and receive ordinary shares of OPI in the Private Placement.

Before the Share Delivery Date, OPI’s board of directors will approve a share incentive plan for directors, officers, employees and consultants of OPI and Renren (the “Share Incentive Plan”). The maximum number of grants permitted to be made under the Share Incentive Plan will be 136,786,121 share options and 6,284,763 restricted shares. OPI will grant all of these share options and restricted shares immediately upon the adoption of the Share Incentive Plan, on or before the Share Delivery Date. The form of OPI Share Incentive Plan is attached to this Offering Circular as Annex Q.

The Cash Dividend payable per Renren ordinary share will be equal to the OPI Value divided by the total number of OPI Shares issued to Eligible Shareholders in the Private Placement. Because the denominator in this calculation only includes ordinary shares of OPI that are outstanding upon the closing of the Private Placement and does not include the grants that will be made under the Share Incentive Plan, the dilution to shareholders of OPI from the incentive share grants only affects the Eligible Shareholders of Renren who validly accept the Offer and receive ordinary shares of OPI and does not affect the amount of the Cash Dividend to be received by shareholders of Renren who do not accept the Offer.

At the time of their issuance, the majority of the OPI share options will have exercise prices that are lower than the per share value of OPI. Furthermore, each time that OPI distributes cash or other assets to its shareholders, other than pursuant to DCM’s and SoftBank’s right to early distributions of SoFi shares in kind, the exercise price on each outstanding OPI share option (whether vested or unvested) will be reduced on a per share basis by the per share amount of value distributed until the exercise price has reached zero. Therefore, while outstanding OPI share options will not reduce the amount of cash or other assets distributed to shareholders of OPI, the amount of cash that OPI will receive upon the eventual exercise of the share options will decrease, which will affect the value of your ordinary shares in a commensurate fashion.

OPI’s executive officers do not have experience managing an investment fund, and they also have full-time commitments as executive officers of Renren.

OPI’s chief executive officer, Mr. Chen, its chief operating officer, Mr. Liu, and its chief financial officer, Mr. Thomas Jintao Ren, each hold a corresponding position at Renren. While they were involved in overseeing Renren’s investments, including the evaluation and selection of the Investments which are now held by OPI, they have no experience operating an investment fund. The challenges of managing an investment fund differ in many ways from the challenges of managing an operating company. You may disagree with how the management of OPI chooses to manage the Investments, but under OPI’s articles of association, the board of directors of OPI will consist of one appointee of Mr. Chen, one appointee of Mr. Liu and one appointee of SoftBank, and the remaining shareholders will have no say in investment decisions or management decisions. In addition, each of Mr. Chen, Mr. Liu and Mr. Ren will continue to carry out his responsibilities as an executive officer at Renren, which may detract from the time and attention that they may devote to the management of OPI.

Risks Relating to ZenZone’s Business

OPI may use returns from the Investments to subsidize losses in the ZenZone business.

ZenZone has incurred net losses since 2016. ZenZone incurred net losses of US$0.1 million in 2016 and US$1.4 million in 2017, and the ZenZone business may never regain profitability. OPI intends to continue to operate the ZenZone business and has no intention to discontinue or dispose of it. Pursuant to the OPI Shareholders Agreement, the parties agree that, for at least the first six years after the Share Delivery Date, the ZenZone business will not be substantially reduced and will be maintained and actively operated by a qualifying subsidiary of Beijing Zhenzhong Interactive Information Technology Co., Ltd. (“Beijing Zhenzhong”). If the ZenZone business is not successful, OPI may need to use its working capital or returns on the Investments to keep ZenZone in operation.

ZenZone has a limited operating history and faces significant competition in its business. If it fails to compete effectively, OPI’s business, prospects and results of operations may be materially and adversely affected.

ZenZone has a limited operating history. ZenZone’s advertising agency business was only launched in 2004, and it operated as part of the internet marketing department of Renren up through December 2014. This makes it difficult to effectively assess its future prospects or forecast its future results. You should consider ZenZone’s business and prospects in light of the risks, challenges and competition that it faces in its industry. The advertising agency industry in China is fragmented and highly competitive. ZenZone’s principal competitors include other online advertising agencies, such as Hylink, Tensyn and Linksus Digiwork Marketing, as well as traditional advertising agencies, such as Ogilvy & Mather, Grey Group China and Leagas Delaney. Some of ZenZone’s competitors have longer operating histories and significantly greater financial, technical, and marketing resources and greater brand recognition than it does. Furthermore, due to restrictions under OPI’s debt documents and the OPI Shareholder Agreement, ZenZone may lack the financial resources it needs to be successful, which could ultimately have a material adverse effect on OPI’s growth and financial condition.

The resignation of the chief executive officer of Beijing Zhenzhong may impair the growth prospects and performance of the ZenZone business.

The chief executive officer of Beijing Zhenzhong has announced his decision to resign from his responsibilities at Beijing Zhenzhong and Renren, and OPI will appoint an interim chief executive officer of Beijing Zhenzhong until a new appointment can be made. If OPI is unable to find a suitably qualified replacement, the ZenZone business may be unable to execute its business strategy effectively and its growth prospects and performance may be impaired.

Risks Relating to Doing Business in China

Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on OPI’s business and investments.

Substantially all of ZenZone’s operations and many of the Investments are located in China. Accordingly, OPI’s financial condition and prospects may be influenced to a significant degree by political, economic and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets, and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies. Furthermore, while the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy, and the rate of growth has been slowing since 2012. Any adverse changes in economic conditions in China, in the policies of the Chinese government or in the laws and regulations in China could have a material adverse effect on OPI’s business and investments.

Uncertainties with respect to the PRC legal system could adversely affect the Investments.

New laws and regulations in China since 1979 have significantly enhanced the protections afforded to various forms of foreign investments, but these protections may still be less comprehensive than the corresponding protections in many other countries. In addition, the interpretation and enforcement of these laws and regulations involve uncertainties. A significant proportion of the Investments consists of shares in companies that are organized or have substantially all of their operations in China. Since PRC administrative and judicial authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and judicial proceedings and the level of legal protection that investors such as OPI enjoy. Furthermore, the PRC legal system is based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. These uncertainties may affect OPI’s ability to enforce its contractual rights.

Fluctuations in exchange rates could have a material and adverse effect on the value of the Investments.

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China's foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar, and the Renminbi appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the Renminbi has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future. ZenZone and many of the Portfolio Companies are located in China, and changes in the value of the Renminbi may have a material and adverse effect on their value as measured in U.S. dollars.

Risks Relating to OPI’s Structure

There will be no public market for OPI’s ordinary shares, and its ordinary shares will be subject to restrictions on transfer.

There is no public market for the OPI Shares, and there is no expectation that a liquid public market could develop for the OPI Shares. The articles of association of OPI limit shareholding to “qualified purchasers” as such term is defined under the Investment Company Act. If you wish to sell your OPI Shares in a privately negotiated transaction, the purchaser must demonstrate to OPI’s satisfaction that the purchaser is a “qualified purchaser” and an accredited investor. In addition, the articles of association of OPI restrict transfers that would cause OPI to be subject to registration under the Exchange Act. The absence of a liquid public market and the limitations on potential shareholders may make it difficult for you to find a purchaser for your OPI Shares.

Three shareholders of OPI have the power to nominate the directors on the board of directors, and other shareholders will have no power to change the composition of the board of directors.

Mr. Joseph Chen, Mr. James Jian Liu and SoftBank each have the right to nominate one director to the board of directors of OPI. Mr. Chen has the right to nominate one director to the board of directors, and he is considered to have exercised this right to appoint himself as the initial director. Mr. Liu has the right to nominate one director to the board of directors of OPI for so long as he remains an officer of OPI. SoftBank has the right to nominate one director to the board of directors of OPI for so long as it holds any shares of OPI. Furthermore, SoftBank is entitled to remove the elected directors nominated by Mr. Chen and Mr. Liu from the board, and to remove Mr. Chen and Mr. Liu from any management positions of OPI and/or its subsidiaries, and nominate replacements of its choice upon the occurrence of certain disabling conduct. See “Description of the OPI Shares—Removal of Directors” for more information. Other shareholders of OPI will have no power to change the composition of the board of directors of OPI, and as a consequence, their ability to influence the management and policies of OPI will be very limited.

OPI’s two largest shareholders will control more than two-thirds of the voting power of OPI’s ordinary shares, which will give them the power to revise its articles of association.

Following the Private Placement, we expect that

Mr. Joseph Chen will hold between 47.7% and 49.9% of the ordinary shares of OPI by vote and between 26.4% and 33.4% by number of shares, not including ordinary shares that he may have the right to acquire through share incentive grants, and

SoftBank will hold between 42.9% and 46.1% of the ordinary shares of OPI by vote and between 39.2% and 49.4% by number of shares,

in each case depending on how many other shareholders of Renren choose to accept the Offer. These two shareholders have the power to appoint two of the three members of OPI’s board of directors, and if they vote together, they have to power to revise OPI’s articles of association at any time.

If the PRC government finds that the agreements that establish the structure for holding the majority of OPI’s investments in China do not comply with PRC governmental restrictions on foreign investment in certain businesses, or if these regulations or the interpretation of existing regulations change in the future, OPI could be subject to severe penalties or be forced to relinquish its interests in those investments.

Current PRC laws and regulations place certain restrictions on foreign ownership of companies that engage in certain specified types of businesses, including certain types of internet businesses as well as types of financial and banking related services.

OPI holds many of its investments in China through a set of contractual arrangements between its wholly-owned PRC subsidiary, Qianxiang Lianhe Technology Development (Beijing) Co., Ltd., or Qianxiang Lianhe, and its consolidated affiliated entity, Beijing Qianxiang Yixin Technology Development Co., Ltd., or Qianxiang Yixin, and Qianxiang Yixin’s shareholders. Qianxiang Yixin’s wholly-owned subsidiaries include, or Beijing Zhenzhong, which operates OPI’s ZenZone business.

OPI’s contractual arrangements with Qianxiang Yixin and its shareholders enable it to exercise effective control over Qianxiang Yixin and its subsidiaries, and hence OPI treats Beijing Zhenzhong as its consolidated affiliated entity and consolidates the ZenZone operation results.

However, as there are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, there is no assurance that the PRC government would agree that the above contractual arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. If the PRC government determines that OPI does not comply with applicable laws and regulations, it could revoke the operating licenses of Beijing Zhenzhong or impose additional conditions or requirements on OPI with which it may not be able to comply unless it disposes of certain of its investments in PRC.

ZenZone’s ability to raise funds or conduct an initial public offering may be limited by U.S. tax considerations.

We expect to receive an opinion from Skadden that the transfer of shares pursuant to this Offer should qualify as a tax-free distribution under Section 355 of the U.S. Internal Revenue Code. See “United States Federal Income Tax Consequences to U.S. Holders.” In order to preserve this treatment, OPI has agreed in the Separation and Distribution Agreement not to sell, distribute or otherwise dispose of the ZenZone business for a period of six years after the Share Delivery Date. The form of Separation and Distribution Agreement is included as Annex E to this Offering Circular. OPI does not intend to sell or otherwise dispose of the ZenZone business at any time in the foreseeable future. Consequently, OPI will not have complete freedom to sell ZenZone to other parties, even if OPI receives a favorable offer for it. OPI’s ability to offer shares in ZenZone to private or public investors, including in an initial public offering of ZenZone, will be limited by OPI’s obligations under the Separation and Distribution Agreement. Therefore, OPI may be unable to realize as high a rate of return on its ZenZone shares as it would if it were not subject to these restrictions.

Risks Relating to U.S. Federal Income Taxation

OPI is expected to be treated as passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. Holders who do not make a qualified electing fund election.

OPI is expected to be treated as a PFIC for the tax year that includes the Share Delivery Date. As a result, OPI Shares received by U.S. Holders pursuant to the Offer generally will continue to be treated as PFIC stock for all succeeding years during which the U.S. Holder holds such OPI Shares, unless the U.S. Holder makes a QEF election for the first taxable year in which the U.S. Holder owns OPI Shares and in which OPI is classified as a PFIC. A U.S. Holder who makes a QEF election generally must report on a current basis its share of the OPI’s net capital gain and ordinary earnings for any tax year in which OPI is a PFIC, whether or not OPI makes distributions to its shareholders. Such net capital gain may include a U.S. Holder’s proportionate share, determined based on its relative shareholding in OPI, of gain realized by OPI as result of an in-kind distribution of OPI’s equity securities in SoFi, even if such distribution is not made to the U.S. Holder, which could be substantial given that OPI’s tax basis in such equity securities for U.S. federal income tax purposes should generally be determined by reference to Renren’s tax basis in such securities prior to the Transaction. Such distributions are expected to occur shortly after the Share Delivery Date as a result of DCM’s right to request that OPI make an in-kind distribution of SoFi shares to it after such date. Similarly, at any time after the Everbright Loan has been repaid in full, SoftBank has a right to request that OPI make an in-kind distribution of SoFi shares to it. See “Distribution Rights.”

Absent a QEF election, U.S. Holders would generally be subject to the same penalizing PFIC rules that currently apply to their Renren ADSs or ordinary shares. These rules, which will apply regardless of whether OPI remains a PFIC, would penalize U.S. Holders on (i) any “excess distribution” by OPI (which generally would include any distribution paid during a taxable year to a U.S. Holder that is greater than 125% of the average annual distributions paid in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for its Renren ADSs or ordinary shares) and (ii) any gain realized on the sale or other direct or indirect disposition, including a pledge, of shares of OPI.

For further information concerning PFIC rules, see “United States Federal Income Tax Consequences to U.S. Holders—Passive Foreign Investment Company Considerations.”

The Cash Dividend and potentially the receipt of OPI Shares could result in significant tax liability to U.S. Holders.

As a result of Renren’s expected classification as a PFIC, U.S. Holders who do not waive the Cash Dividend may be subject to an additional penalizing tax on certain United States federal income taxes deemed deferred to the extent their receipt of the Cash Dividend is treated as an “excess distribution” under the PFIC rules (for example, if the Cash Dividend is greater than 125% of the average annual distributions paid to the U.S. Holder in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for its Renren ADSs or ordinary shares). The additional tax is generally equivalent to an interest charge on United States federal income taxes that are deemed due during the period the U.S. Holder owned the Renren ADSs or ordinary shares, computed by assuming that the excess distribution was taxed in equal portions at the highest applicable tax rate throughout the holder’s period of ownership. In addition, if Renren is classified as a PFIC, the Cash Dividend will not be eligible for the special reduced tax rate available to individuals on “qualified dividend income.”

In connection with the Private Placement, Renren expects to receive an opinion from Skadden, on the basis of current law and factual representations and assumptions, as well as certain undertakings made by Renren and OPI, to the effect that the transfer of OPI Shares pursuant to the Private Placement should qualify as a tax-free distribution under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”). However, no assurance can be given that the IRS will not challenge the conclusions reflected herein or in the opinion. If the IRS were to prevail in such a challenge, the tax consequences to U.S. Holders on the receipt of OPI Shares pursuant to the Offer could be significant. The assumptions, representations and undertakings on which the opinion will be based are expected to relate to, among other things, Renren’s business reasons for pursuing the Transaction, the conduct of specified business activities by Renren and OPI, and the current plans and intentions of Renren and OPI to continue conducting those business activities and not to materially modify their ownership or capital structure following the Share Delivery Date. If any of those representations or assumptions is incorrect or untrue in any material respect, or any of those undertakings is not complied with, or if the facts upon which the opinion is based are materially different from the facts that prevail on the Share Delivery Date, the conclusions reached in the opinion could be adversely affected.

If the transfer of OPI Shares pursuant to the Private Placement does not qualify as a tax-free distribution, it would be treated as a taxable distribution to U.S. Holders in an amount equal to the fair market value of OPI Shares received. Such distribution could be subject to the PFIC “excess distribution” regime. See “United States Federal Income Tax Consequences to U.S. Holders.”

The United States federal income tax consequences of the Cash Dividend and the transfer of OPI Shares pursuant to the Private Placement are complicated and depend on your individual situation. You should consult your own tax advisor as to the specific tax consequences of the Cash Dividend and the Private Placement to you, including the effect of any U.S. federal, state or local or non-U.S. tax laws and of any changes in applicable tax laws. For further information concerning the United States federal income tax consequences of Cash Dividend and the Private Placement, see “United States Federal Income Tax Consequences to U.S. Holders.”

Assets and Liabilities

Upon the closing of the Transaction, OPI will have three principal types of assets:

Cash and cash equivalents of US$35 million, exclusive of cash held by Beijing Zhenzhong;

The ZenZone business; and

The Investments, which include shares (and in some cases convertible debt) in the Portfolio Companies and investments in the Funds.

For the balance sheet of Beijing Zhenzhong (which holds the ZenZone business) as of December 31, 2017, see “Selected Financial Information of the ZenZone Business.”

For a list of the Investments and their book value as of December 31, 2017, see “Selected Financial Information for the Investments.”

Upon the closing of the Transaction, OPI will have debts to three parties, namely Clear Light Ventures Limited, SoftBank and Renren, as well as a warrant outstanding to one party, namely Clear Light Ventures Limited. For more information see “Debts and Warrant.”

For a discussion of the value of OPI, see “Valuation.”

Corporate Structure

The following diagram illustrates the principal entities in OPI’s corporate structure and its principal shareholders immediately after the completion of the Transaction:

The percentage of OPI to be held by each shareholder will depend on the number of ordinary shares of Renren held by Eligible Shareholders who validly accept the Offer and will not be known until after the Acceptance Deadline has passed. The shareholding percentages in the Investments in the offshore portfolio and the onshore portfolio vary depending upon the Portfolio Company or Fund in question. See “Selected Financial Information for the Investments.”

Contractual Arrangements with OPI’s Consolidated Affiliated Entity

PRC laws and regulations currently restrict foreign ownership of entities that conduct certain specified types of businesses, including operating certain types of internet businesses as well as providing certain types of financial and banking related services in China. To comply with these foreign ownership restrictions, OPI’s wholly-owned subsidiary Qianxiang Lianhe has entered into a set of contractual arrangements with Qianxiang Yixin and its shareholders, which enable OPI to:

exercise effective control over Qianxiang Yixin and its subsidiaries through powers of attorney and a business operations agreement;

receive substantially all of the economic benefits of Qianxiang Yixin and its subsidiaries in the form of service and license fees in consideration for the technical services provided, and the intellectual property rights licensed, by Qianxiang Lianhe; and

have an exclusive option to purchase all of the equity interests in Qianxiang Yixin when and to the extent permitted under PRC laws, regulations and legal procedures.

Qianxiang Yixin is 99% owned by Ms. Jing Yang, who is the wife of Mr. Joseph Chen, OPI’s chairman and chief executive officer, and 1% owned by Mr. James Jian Liu, OPI’s chief operating officer. Both Ms. Yang and Mr. Liu are PRC citizens.

Beijing Zhenzhong is a wholly-owned subsidiary of Qianxiang Yixin and the operator of the ZenZone business.

Qianxiang Yixin also holds all of the Investments that are incorporated or organized in the PRC, either directly or through two wholly-owned subsidiaries, Beijing Qianxiang Wanxin Technology Development Co., Ltd. and Tianjin Zhenzhong Interactive Information Technology Co., Ltd.

Business

Overview

OPI was incorporated in the Cayman Islands on September 14, 2017, as a direct wholly-owned subsidiary of Renren, to serve as the vehicle for the disposition of the Investments and the ZenZone business.

ZenZone is an online advertising agency focusing on youth marketing in China. See “—ZenZone” below for a description of ZenZone’s history, operations and management and “Selected Financial Information of the ZenZone Business” in this Offering Circular for information about ZenZone’s financial performance and condition.

OPI holds investments in 44 Portfolio Companies and 6 Funds. We refer to the Portfolio Companies and the Funds collectively as the Investments. See “—The Investments” below for a description of the most significant Portfolio Companies and “Selected Financial Information for the Investments” for a complete list of the Investments and their book values. For a discussion of a range of potential fair values for OPI’s SoFi holdings and the other Investments, see “Valuation.”

Upon the closing of the Transaction, OPI will have cash and cash equivalents of US$35 million (exclusive of cash held by ZenZone) and will owe approximately US$218 million in principal and accrued interest for the Everbright Loan, the SoftBank Loan and the Renren Note. See “Debts and Warrant”.

As part of its Separation and Distribution Agreement with Renren, OPI has promised not to sell, distribute or otherwise dispose of the ZenZone business for a period of six years after the Share Delivery Date. The form of Separation and Distribution Agreement is included as Annex E to this Offering Circular. OPI does not intend to sell or otherwise dispose of the ZenZone business at any time in the foreseeable future.

OPI has no plans to use returns on Investments to fund the growth or operations of the ZenZone business, though returns on Investments would be available to meet any liabilities of the ZenZone business as necessary. OPI expects to fund the ZenZone business through a combination of OPI’s working capital, ZenZone’s own revenue and new third-party investments.

Investments. OPI will attempt to dispose of all of the Investments over an extended period of time in a way that is consistent with maximizing the returns to its shareholders. However, OPI intends to dispose of its holdings of SoFi shares as soon as possible to achieve maximum profit for the shareholders of OPI, in accordance with the terms of the OPI Shareholders Agreement.

The Investments include shares (or the right to acquire shares) in 44 Portfolio Companies. None of the Portfolio Companies have a long history of business operations. Some of them have not yet begun to generate revenues. Many of them do not have an established track record of revenue growth or positive earnings. One of the Portfolio Companies is listed on the National Equities Exchange and Quotations System in China, and one is listed on the Tokyo Stock Exchange in Japan, but there is no established market for buying and selling shares of any of the other Portfolio Companies. OPI may seek to sell its shares in some of the Portfolio Companies in privately negotiated transactions. However, if OPI cannot find buyers at prices that OPI believes fairly reflect the future growth prospects of the Portfolio Companies, OPI may hold its shares in those companies in anticipation of their eventually conducting an initial public offering and becoming listed companies. In the event that they are successful, OPI may sell some of its shares in the initial public offering, depending on market conditions, or it may wait for a market in those shares to develop after the initial public offering. Some Portfolio Companies may be acquired by other companies, in which case OPI would receive the consideration that is offered by the acquiror, which may be in the form of cash or other assets, including shares of the acquiror.

Some Portfolio Companies may never become successful and may go out of business without OPI having realized anything on its investment in them. Even where Portfolio Companies are relatively successful in building their businesses, it still may take a number of years before OPI is able to realize a return on its investments in those Portfolio Companies. Other than the investment in SoFi, OPI intends to take a relatively long-term and patient approach to its management of the investments in the Portfolio Companies and not to dispose of them prematurely if it believes that they have long-term potential.

The Investments also include limited partnership interests in six Funds. OPI does not have a right to demand a return of its investments from the Funds except in accordance with the limited partnership agreement or other applicable contractual document. The Funds have terms of five to twelve years and have scheduled termination dates ranging from 2019 to 2027. OPI intends to hold its interests in the Funds until their scheduled termination and does not expect to seek an early exit from them.

OPI has outstanding capital commitments to some of the Funds, and in addition, it may use some of its cash to make additional investments in its Portfolio Companies, whether to increase its shareholding interest or to offset dilution of its shareholding interest. OPI may also make loans to some of its Portfolio Companies. All such investments, however, are subject to restrictions under the Everbright Loan Documents, the SoftBank Loan Documents and the Renren Note Documents, and the aggregate of such capital commitments and additional investments is limited to US$5 million pursuant to the OPI Shareholders Agreement.

The acquisition, disposition or restructuring of assets, including the Investments, is subject to a board approval requirement until such time as OPI has completely disposed of the SoFi investment. See “Reserved Matters”.

Subject to the rights of DCM and SoftBank described below, when OPI disposes of shares in Portfolio Companies or receives a return of capital and/or distribution of profits from Funds, it must use the proceeds to pay the Everbright Loan, the SoftBank Loan and the Renren Note, in that order. See “Debts and Warrant” and “Priority of Payments”. After these three debts have been completely repaid, OPI plans to distribute cash to its shareholders in the form of dividends, subject to OPI’s own cash needs (current and projected) at that time. As described above, OPI has no plans to make additional investments in funds or to make new investments in companies that are not among OPI’s current Portfolio Companies. Furthermore, OPI has no plans to use returns on Investments to fund the growth or operations of the ZenZone business. However, the board of directors of OPI has complete discretion to use any cash for any purposes allowed under OPI’s articles of association, which may include making new investments or supporting or expanding the operations of the ZenZone business.

While OPI will normally hold Investments until it can realize cash from them, it may choose to distribute Investments to its shareholders pro rata in the form of a dividend, particularly in the case of assets that are relatively liquid, such as shares in Portfolio Companies that have completed their initial public offering and are listed on a stock exchange.

Relationship with Renren

Following the completion of the Transaction, Renren will no longer hold any shares of OPI. OPI will be wholly owned by purchasers in the Private Placement, including the Eligible Shareholders who have made the Contractual Commitment prior to the Transaction.

Immediately following the completion of the Transaction, Renren and OPI will have the same chief executive officer (Mr. Chen), the same chief operating officer (Mr. Liu) and the same chief financial officer (Mr. Thomas Jintao Ren). Certain members of Renren’s financial and legal staff will provide services to OPI under the services agreement (the “Services Agreement”) described below. The employees of OPI who manage the Investments and the officers and employees of Beijing Zhenzhong will cease to be employees of Renren following the completion of the Transaction.

Renren and OPI will enter into a Services Agreement, pursuant to which Renren will continue to provide the following services to OPI after the Separation:

Operational support services, including but not limited to services with respect to the operation of sales and marketing, product development, customer service and general administration support services;

Administrative support services, including but not limited to secretarial support, event management, conference management, and other day-to-day office support services;

Legal support services, including but not limited to support services in respective of contract support services, risk control, compliance and other corporate legal matters;

Human resources support services, including but not limited to recruitment, employee service center, workforce support services, employee data management, payroll and other employment-related matters;

Accounting, internal control and internal audit support services; and

Provision of a non-exclusive license to software and technologies that either party reasonably identifies as reasonably necessary for recipient to operate its business in the ordinary course, but are owned by the provider, to use such software and technologies for the purpose of operating recipient’s business in the ordinary course.

The Services Agreement will have a term of one year. The services provided by Renren to OPI pursuant to the terms of the Services Agreement will be charged at market price on an arm’s-length basis.

Renren and OPI have also entered into a Separation and Distribution Agreement, which governs their relationship in the Transaction and in some respects after it. In particular, OPI releases Renren from all liabilities relating to OPI’s business and assets and from all liabilities arising from or in connection with the Separation and the Transaction, and similarly, Renren releases OPI from all liabilities relating to Renren’s remaining business and assets that have not been transferred to OPI and from all liabilities arising from or in connection with the Separation and the Transaction. In addition, OPI has undertaken for a period of six years after the Share Delivery Date not to sell, distribute, transfer or dispose of the ZenZone business, or substantially reduce the activities of that business, and to fund the ZenZone business to the extent necessary for the ZenZone business to remain solvent over that six-year period. The form of Separation and Distribution Agreement is included as Annex E to this Offering Circular.

In connection with the Contractual Commitments, Renren has made certain representations and warrantees to five of the seven Committed Shareholders and has agreed to indemnify three of them against certain risks.

ZenZone

Overview

ZenZone is an online advertising agency focusing on youth marketing in China. ZenZone has differentiated itself from traditional advertising agencies by adopting the concept of crowdsourcing in the advertising value chain, from audience insights and creative strategies to planning and execution, content generation and media publishing. ZenZone offers integrated marketing solutions for its clients by connecting brands with the young generation through its online platforms, including Fresh People, a crowdsourcing advertising platform with thousands of young advertising designers, and Youth Alliance, a youth marketing business coalition founded by Renren with other advertising agencies in 2014. In 2015, 2016 and 2017, ZenZone generated total revenues of US$10.0 million, US$5.0 million and US$5.1 million, respectively, including internet value-added services and advertising revenues, and had a net income of US$0.7 million, a net loss of US$0.1 million and a net loss of US$1.4 million, respectively.

Fresh People (新鲜人)

Fresh People is a crowdsourcing advertising platform where brand advertisers can connect with thousands of young advertising designers. Brand advertisers can initiate a bidding process for advertising campaigns or products on the platform, or sponsor advertising competitions on selected themes. Brand advertisers can also customize their marketing solutions by working with certain selected leading young advertising professionals on the platform. User-generated content from Fresh People includes graphic designs, videos and photographs, music and lyrics, copywriting, and marketing solutions.

As of December 31, 2017, over 20 campaigns had been completed on Fresh People, including a package design for Durex, a karaoke poster design for Harbin Beer, and an Adidas Original marketing campaign. As of December 31, 2017, over 2,000 users had submitted their creative content on Fresh People.

Youth Coalition (年轻盟)

Youth Coalition is a youth marketing business coalition founded by Renren with other advertising agencies in 2014. The members include AdMaster, AIESEC, Nielsen China and other advertising and marketing agencies in China. Youth Coalition has held annual youth marketing campaigns since 2014, conducted marketing research and published research reports on youth marketing in China. The goal of this coalition is to uncover trends in the younger generation and create synergy for brands in order to provide integrated marketing solutions targeting the young demographic in China.

Major Clients

Since its inception in 2014, ZenZone has helped to build some of the most recognizable brands for the young population in China. It has worked with major clients across various industries, including Mengniu, Kellogg’s, vivo, Huawei, Arawana, Coca Cola, L’Oréal and Yili. As of December 31, 2017, ZenZone had worked with approximately 30 brands in China.

Licenses and Permits

The approved business scope of Beijing Zhenzhong Interactive Information Technology Co., Ltd., the company operating the ZenZone business, includes the provision of internet information, internet advertising and advertising agency services. As part of its compliance process, ZenZone applied for a value-added telecommunication service license, commonly known as an ICP license, with the Beijing Communication Administration in late 2017. However, ZenZone was informed at that time that its business does not constitute value-added telecommunications services, and thus that it does not require an ICP license. ZenZone has not changed its business scope since then and will apply for an ICP license in future if its business scope expands to include value-added telecommunications services.

Competition

The advertising agency industry in China is fragmented and highly competitive. ZenZone primarily competes with other online advertising agencies, such as Hylink, Tensyn and Linksus Digiwork Marketing, as well as traditional advertising agencies in China, such as Ogilvy & Mather, Grey Group China and Leagas Delaney. In addition, ZenZone competes with large internet companies that provide advertising services, such as Tencent.

Corporate History

ZenZone is operated by Beijing Zhenzhong Interactive Information Technology Co., Ltd., which was incorporated in December 2014 and is a wholly-owned subsidiary of one of the consolidated affiliated entities of Renren. Prior to that, the advertising agency business that is now operated by ZenZone had been operated since 2004 by the internet marketing department of Renren.

Management and Employees

As of March 31, 2018, ZenZone had offices in Beijing, Shanghai and Guangzhou and had a total of 41 employees. The chief executive officer of Beijing Zhenzhong has announced his decision to resign from his responsibilities at Beijing Zhenzhong and Renren, and OPI will appoint an interim chief executive officer of Beijing Zhenzhong until a new appointment can be made.

The Investments

OPI’s most significant Investments are described below. For a list of all of the Investments, see “Selected Financial Information for the Investments,” and for a discussion of the range of fair value of Sofi and the other Investments as of April 23, 2018, see “Valuation.”

Social Finance, Inc. (“SoFi”) is a finance company that offers student loan refinancing, mortgages, mortgage loan refinancing, personal loans, parent loans and parent PLUS loan refinancing for borrowers as well as investment products and wealth management services for investors. SoFi was founded in 2011 and is based in San Francisco. The board of directors of SoFi includes David Chao, a co-founder and general partner of DCM and a member of Renren’s board of directors; David Thévenon, a partner at SoftBank Investment Advisers and SoftBank’s nominee for director of OPI; and Joseph Chen, Renren’s and OPI’s chairman and chief executive officer.

SoFi began its operations as a peer-to-peer lending platform focused on student loan refinancing. It matched students at elite colleges with funds raised from alumni. The government has historically been the largest provider of student loans in the United States, but it does not price discriminate based on the creditworthiness of the borrowers it serves. SoFi takes into account such factors as employment history, education background and financial history when extending credit. SoFi’s so-called “value capture model” incorporates a price discrimination method and its proprietary credit scoring algorithm, which is designed to attract creditworthy customers with lower interest rates. SoFi has now expanded its target customers beyond students to include young professionals in the early stage of their careers. It has also expanded its product offerings beyond student loans to mortgages, wealth management and life insurance.

SoFi has introduced the concept of social networking to its financing platform. SoFi provides a variety of personalized services to the borrowers on its platform, whom it refers to as “members,” such as career counseling and start-up mentoring. SoFi organizes social events to connect its members with each other and operates a user forum to assist members in ways that will help them to repay their loans, for example by sharing job opportunities for members.

SoFi does not charge an application or origination fee. SoFi generates revenues predominantly from the monthly repayments from students at the designated rate they were charged, and to a lesser extent, from fees charged to lenders on their platform. SoFi provides a user-friendly interface and a simple application process electronically on its platform. SoFi utilizes their its data analytics and algorithm to offer credit decisions in a shorter amount of time than traditional financial institutions. SoFi also offers a single platform to make repayments with the option to make them automatically.

OPI currently has the right to designate one director to SoFi’s board of directors. Mr. Joseph Chen, Renren’s and OPI’s chairman and chief executive officer, is a member of SoFi’s board of directors. In addition, both SoftBank and DCM are large shareholders of SoFi with directors nominees sitting on the board of directors of SoFi.

LendingHome Corporation (“LendingHome”) is a mortgage marketplace lender that was founded in 2013 and is based in San Francisco. LendingHome sources creditworthy real estate professionals looking for short-term mortgages of 12 months or less to be used for purchasing and rehabilitating residential real estate properties. These mortgages are backed by the underlying value of the properties that they fund. At the same time, LendingHome serves institutional and individual investors looking for access to high-yield real estate assets. LendingHome attracts investments from institutional investors including credit funds, private equity firms, hedge funds and university endowments. In 2016, LendingHome also launched an investor platform for individuals that gives accredited investors access to a marketplace with the same short-term, high-yield real estate assets that were previously only available to its institutional investors. LendingHome’s investor platform allows individuals to browse the marketplace and select individual investments to build their own portfolio, or set criteria and diversify automatically through an auto-invest feature. OPI currently has the right to designate one of LendingHome’s seven directors. Mr. Joseph Chen, Renren’s and OPI’s chairman and chief executive officer, is a member of LendingHome’s board of directors.

Loadstar Capital K.K. (“Loadstar”) was founded in March 2012 and successfully completed a listing on the Tokyo Stock Exchange in September 2017. In 2014, Loadstar launched OwnersBook, crowd funding platform focused on real estate investments in Japan. OwnersBook allows numerous individual investors to invest in real estate over the internet, even with relatively small amounts of money. A portion of the income from the residential properties, office buildings, and commercial facilities invested in is then returned as dividends. Loadstar opens up real estate investment, which had been regarded as a preserve of professionals and the wealthy, to ordinary people and investors in Japan. OwnersBook also provides social networking service functions, enabling close communication and sharing of information and experience among individual investors.

Eall Technology Limited and Eall (Tianjin) Network Technology Co., Ltd. (collectively, “Eall”) is the largest dedicated enterprise resource planning provider for real estate agencies in China, headquartered in Tianjin. Founded in 2004, Eall provides state-of-the-art verticalized solutions in information provision, data insights, ERP solution suites, systems integration, and other services to real estate companies. With IT services as its core, Eall is a scalable and comprehensive solutions provider for its partners across the entire real estate ecosystem, including developers, brokers, agents, sellers, and consumers. Eall Technology Limited completed a restructuring in 2016, transferring most of its operating business to a new onshore China entity, Eall (Tianjin) Network Technology Co., Ltd. Renren’s initial investment was in the offshore entity, Eall Technology Limited, prior to its restructuring. As of March 31, 2018, Renren holds a 20.4% equity interest in Eall. OPI currently has the right to designate one director to Eall Technology Limited’s board of directors. Mr. Joseph Chen, Renren’s and OPI’s chairman and chief executive officer, is a member of Eall Technology Limited’s board of directors.

Rise Companies Corp. (“Rise”) operates Fundrise, which is a direct-to-investor alternative investment model with a mission to deliver better overall, stable returns by using a vertically integrated web-based technology platform and new regulations to allow retail investors to invest in real estate. Rise has originated more than US$250 million in both equity and debt investments deployed across more than approximately US$1.4 billion of real estate property, while collecting and processing more than 230,000 investor dividends, distributions, investments and principal re-payments since it sponsored its first online investment in 2012. Rise files semi-annual reports with the SEC under Regulation A and these reports and other information may be found on the SEC’s Edgar system. OPI currently has the right to designate one director to Rise’s board of directors. Mr. Joseph Chen, Renren’s and OPI’s chairman and chief executive officer, is a member of Rise’s board of directors.

Omni Prime Inc. (“Omni Prime”) is a financial technology company in China that focuses on installment plan loan and micro loan services for young blue collar workers in China’s third- and fourth-tier cities who lack credit cards or sufficient credit. When a user of Omni Prime’s Paymax mobile phone app walks into a participating store, the app alerts both the user and the store salesperson about the availability of credit for that user for products in that store. The app is thus somewhat like having a virtual credit card loaded on a mobile phone that is keyed to participating stores and their products. Omni Prime was founded in 2014 and is headquartered in Shanghai. OPI currently has the right to designate one director to Omni Prime’s board of directors. Mr. Joseph Chen, Renren’s and OPI’s chairman and chief executive officer, is a member of Omni Prime’s board of directors.

Aspiration Partners LLC (“Aspiration”) is a socially conscious and eco-friendly online financial firm that offers retail banking and investing services in the United States. Aspiration trusts customers to pay what they think is fair, donates 10% of all its revenue to microloans and mentoring for low-income Americans, and makes it easy for customers to give to the charitable cause of their choice. Aspiration was founded in 2014 in Los Angeles, California.

Snowball Finance Inc. (“Snowball”) is an internet financial information service provider that is focused on investment solutions. Snowball’s investment and communication platform xueqiu.com provides investors with cross-market and cross-species data query, newsletter subscriptions, and interactive communication services. Snowball delivers business and market news, data, analysis and reports on bonds, trusts and funds in the U.S., Hong Kong, and Chinese finance markets. In addition, Snowball has developed a broker system that allows members to buy and sell stocks on its website and apps. Snowball was founded in 2010 and is headquartered in Beijing. OPI currently has the right to designate one director to Snowball’s board of directors. Mr. Joseph Chen, Renren’s and OPI’s chairman and chief executive officer, is a member of Snowball’s board of directors.

Selected Financial Information of the ZenZone Business

The following summary consolidated statement of operations data for the years ended December 31, 2015, 2016, and 2017, is derived from the unaudited consolidated statement of operations of Beijing Zhenzhong Interactive Information Technology Co., Ltd.

Summary Consolidated Statement of	Year ended December 31,
Operations Data	2015			2016			2017
	(US$ thousands)
Revenue:
Advertising		7,463			1,057			119
Others		2,510			3,895			4,987
Total revenue		9,973			4,952			5,106
Total cost of revenue		1,971			1,669			3,820
Gross profit		8,002			3,283			1,286
Operating expenses:
Selling and marketing		5,323			3,152			2,424
Research and development		—			1			18
General and administrative		922			315			332
Total operating expenses		6,245			3,468			2,774
Gain (loss) from operations		1,757			(185	)		(1,488	)
Other (loss) income		(104	)		—			11
Interest income		22			84			38
Income (loss) before provision for income tax		1,675			(101	)		(1,439	)
Income tax expense		942			—			—
Net income (loss)		733			(101	)		(1,439	)

The following summary consolidated balance sheet data as of December 31, 2015, 2016 and 2017, is derived from the unaudited consolidated balance sheet of Beijing Zhenzhong Interactive Information Technology Co., Ltd.

	As of December 31,
Summary Consolidated Balance Sheet Data	2015			2016			2017
	(US$ thousands)
ASSETS
Cash and cash equivalents		3,656			3,954			2,955
Accounts receivable, net		2,600			1,434			162
Prepaid expenses and other current assets		760			84			1,469
Amounts due from related parties		252			214			1,298
Total current assets		7,268			5,686			5,884
Property and equipment, net		22			2			16
Other non-current assets		62			—			22
Total non-current assets		84			2			38
TOTAL ASSETS		7,352			5,688			5,922
LIABILITIES AND EQUITY (DEFICIT)
Accounts payable		1,094			283			951
Accrued expenses and other current liabilities		1,503			1,005			1,805
Amounts due to related parties		15			29			15
Deferred revenue and advance from customers		33			64			56
Income tax payable		929			867			925
Total current liabilities		3,574			2,248			3,752
TOTAL LIABILITIES		3,574			2,248			3,752
Additional paid-in capital		3,087			3,087			3,087
Accumulated earnings (deficit)		733			632			(807	)
Cumulative translation adjustments		(42	)		(279	)		(110	)
Total shareholder's equity (deficit)		3,778			3,440			2,170
TOTAL EQUITY (DEFICIT)		3,778			3,440			2,170
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY		7,352			5,688			5,922

Selected Financial Information for the Investments

As of the date of this Offering Circular, OPI holds interests in the following entities. Ownership is given on a fully diluted basis. Book value is given as of December 31, 2017. The book value is derived from the unaudited consolidated balance sheet data of Renren. The book value of the Investments does not necessarily represent the fair value, and such historical results are not necessarily indicative of OPI’s financial position expected for any future periods. For a discussion of a range of fair values of these investments as of April 23, 2018, see “Valuation”.

Name of Investee	Ownership⁽¹⁾		Book Value
	(%)		(US$ millions)
11.2 Capital I, L.P.		Fund		1.31
268V Limited		20.00		12.21
Arbor Venture Fund I, L.P.		Fund		1.56
Aspiration Partners LLC		8.63		7.00
AutoGo Inc.		17.72		7.40
BacklotCars, Inc.		20.07		1.93
Beijing Cai Qiu Shi Ji Technology Development Co., Ltd.		15.00		4.63
Beijing Da Zhang Fang Internet Technology Co., Ltd.		4.90		2.92
Beijing Qingting Technology Development Co., Ltd.		31.77		—
Beijing Wan Men Education Technology Co., Ltd.		29.40		2.62
Beijing Yi Rong De Li Internet Technology Co., Ltd.		20.00		—
BlueBoard Inc.		Debt		1.50
Business Connect China Company		5.76 + Debt		4.74
Credit Shop, Incorporated		35.30		—
Crystal Company		25.73		11.75
Domeyard, LP		15.92		—
Eall Technology Limited		20.40		2.89
Eall (Tianjin) Network Technology Co., Ltd.		20.40		18.46
Effective Space Solution Ltd.		38.03		—
Eunke Technology Ltd.		19.29		13.44
Exchange Corporation Holdings Limited		1.12		0.21
FiscalNote, Inc.		7.45		7.52
Future Capital Discovery Fund I, L.P.		Fund		1.60
Gaoxue Internet Technology (Shanghai) Co., Ltd.		30.00		—
GoGo Tech Holdings Limited		10.48		11.13
Green Visor Capital I, LP		Fund		2.00
IDC Investdotcom Holdings Limited		29.16		—
KoolRay Vision Inc.		39.06		—
LendingHome Corporation		11.22		65.84
Loadstar Capital K.K.		36.56		14.50
Mei Li Chuan Shuo Co., Ltd.		7.50		0.27
Motif Investing, Inc.		9.98		5.47
Omni Prime Inc.		10.64		27.64
Rise Companies Corp.		26.37		12.27
Shanghai Sinceme Networking and Technology Co. Ltd		5.00		3.14
Shenzhen Jinfuzi Internet Technology Co., Ltd.		25.98		14.27
Shenzhen Piao Ju Bao Financial Services Co., Ltd.		11.43		5.27
Shenzhen Xing Tu Zhi Kong Technology Co., Ltd.		18.67		5.66
Shiftgig, Inc.		9.14		9.00
Singulariteam Fund II L.P.		Fund		3.12
Sirin SARL		4.63		—
Snowball Finance Inc		20.58		26.07
Social Finance, Inc.⁽²⁾		13.06		208.69
Social Leverage Capital Fund II, L.P.		Fund		0.84
Stocktwits, Inc.		2.79		0.30
StoreDot Ltd.		4.78		10.00
Talech Inc.		14.79		1.20
WiseBanyan Holdings, Inc.		19.85		—
XtalPi International Inc.		8.55		0.25
Zhu Chao Holdings Company Limited		35.36		—
TOTAL				530.62

_____________

Notes:

⁽¹⁾

Ownership percentages are not given for investment funds or for investments which consist of convertible debt.

⁽²⁾

Certain of the SoFi shares have been pledged to secure obligations of OPI, and part of any appreciation in their value will be paid to other parties and will not benefit the shareholders of OPI in general. See “Debts and Warrant” for more details.

Debts and Warrant

Upon the closing of the Transaction, OPI and its subsidiaries will owe approximately US$218 million in principal and accrued interest for the Everbright Loan, the SoftBank Loan and the Renren Note. We refer to these obligations in the aggregate as the “Debt”. Renren SF also has issued the Everbright Warrant to Clear Light Ventures Limited in connection with the Everbright Loan. OPI plans to repay this debt as soon as practicable with the proceeds from the sales of assets. The subordination and priority arrangements relating to the debt are described in brief below and set out in full in the Tripartite Deed of Subordination, the complete text of which is included herein as Annex K.

The Everbright Loan

In connection with its purchase of 9,507,933 shares of Series F Preferred Stock of SoFi in October 2015, Renren borrowed US$59,260,000 from Clear Light Ventures Limited, an affiliate of China Everbright Group. This debt has been transferred to Renren Lianhe together with the transfer to Renren SF of the SoFi shares that secured it (such debt, as transferred to Renren Lianhe, the “Everbright Loan”).

The Everbright Loan is governed by a Senior Secured Promissory Note between Renren Lianhe and Clear Light Ventures Limited dated April 30, 2018. The principal amount of the debt is US$59,260,000, the interest rate is 9% per year, and the original maturity date is October 22, 2018. The Everbright Loan is senior to the SoftBank Loan and the Renren Note.

The original interest rate under the debt incurred by Renren in October 2015 was 6% per annum. Under the Senior Secured Promissory Note, the interest rate on the debt between October 22, 2015, and the issue date of the Senior Secured Promissory Note is deemed retroactively to be 6%. If Renren Lianhe repays the Everbright Loan on or before the date falling three months after the issue date of the Senior Secured Promissory Note, the interest rate between the issue date of the Senior Secured Promissory Note and the date of repayment will be 6% rather than 9%. In the event that the Everbright Warrant is not exercised on or before October 22, 2020, additional interest will be payable such that the total interest payable on the Everbright Loan from October 22, 2015 to October 22, 2020 would be equal to an internal rate of return on the Everbright Loan of 10% per annum. The interest rate increases to 20% in the event of a default for the duration of that default. In the event that Renren Lianhe wishes to repay all or part of the Everbright Loan before the maturity date, the total interest payable from October 22, 2015 to the repayment date on the portion of the principal subject to repayment would be equal to an internal rate of return on the Everbright Loan of 10% per annum and OPI must reimburse the holders of the Everbright Loan for certain break costs.

Under certain conditions and by the mutual agreement of Renren Lianhe and Clear Light Ventures Limited, the maturity date may be extended to October 22, 2020.

As security for its obligations under the Everbright Loan and the Everbright Warrant, Renren SF has executed an equitable mortgage in favor of Clear Light Ventures Limited over 7,512,535 shares of Series F Preferred Stock of SoFi. At an assumed valuation of US$15.7763 per share, which was the price paid by Renren when it purchased the Series F Preferred Stock of SoFi in October 2015, this represents 200% of the value of the principal amount of US$59,260,000. Under certain conditions where an updated valuation of SoFi can be established, for example in the event of a private placement or public offering by SoFi, Renren SF must execute an additional mortgage over a proportionately greater number of shares of SoFi if and to the extent that the updated valuation of SoFi falls below US$3.2 billion. Once the Everbright Loan is repaid, Clear Light Ventures Limited will retain security over 1,690,321 shares of Series F Preferred Stock, which is the number of shares which Renren SF may have to deliver if required under the Everbright Warrant. OPI has provided a guarantee to Clear Light Ventures Limited in respect of all amounts owing under the Everbright Loan Documents.

While the Everbright Loan is outstanding, except with the prior written approval of the holders of a majority of the Everbright Loan, OPI and its subsidiaries may not:

enter into any transaction not at arm’s length;

make any loans other than (i) to OPI (with certain limitations) or to a subsidiary of OPI or (ii) a loan or loans approved by the board of directors of OPI, the total principal amount of which does not exceed US$25 million;

assume any debt other than the Everbright Loan, the SoftBank Loan and the Renren Note;

in relation to OPI, Renren Lianhe and Renren SF only, assume any obligation to pay money that ranks or would rank senior to or pari passu with their respective obligations under the Everbright Loan;

enter into any business other than the ZenZone business as currently operated in the PRC or the business of passive investment management;

create or agree to create or permit to subsist any encumbrance over or in respect of any Investments, OPI or any subsidiaries of OPI, save pursuant to the Everbright Loan Documents, SoftBank Loan Documents or Renren Note Documents;

pay any dividends in cash or distribute any assets to its shareholders; or

dispose of any Investments unless (i) the net proceeds of such disposal are applied in repayment in full of the Everbright Loan or (ii) the net proceeds are applied in repayment in part of the Everbright Loan and the holders of a majority of the Everbright Loan have given prior written approval of the consideration for such disposal.

The complete text of the Senior Secured Promissory Note is included herein as Annex G.

The Everbright Warrant

In connection with the incurrence of the original debt incurred by Renren to Clear Light Ventures Limited in October 2015, Renren granted Clear Light Ventures Limited the option to purchase shares of Series F Preferred Stock of SoFi. Renren SF has granted a similar right to Clear Light Ventures Limited in connection with the transfer of the Series F Preferred Stock of SoFi from Renren to Renren SF (the “Everbright Warrant”).

The Everbright Warrant is governed by a warrant agreement dated April 30, 2018, between Renren SF and Clear Light Ventures Limited.

Clear Light Ventures Limited has the right under the warrant agreement to purchase 1,690,321 shares of Series F Preferred Stock of SoFi at a price of US$15.7763 per share, subject to customary anti-dilution provisions, any time up to and including October 22, 2020. These 1,690,321 shares represent 22.5% of the number of shares of Series F Preferred Stock that Renren purchased in 2015 with the proceeds from the loan that was the predecessor to the Everbright Loan. For as long as this right is still outstanding, Renren SF must retain at least 1,690,321 shares of Series F Preferred Stock in its possession and free from encumbrance.

Clear Light Ventures Limited may elect:

to purchase the 1,690,321 shares of Series F Preferred Stock from OPI at a price of US$15.7763 per share,

to receive the value of the 1,690,321 shares of Series F Preferred Stock in the form of cash to the extent that the value exceeds US$15.7763 per share, or

to receive the value of the 1,690,321 shares of Series F Preferred Stock in the form of shares of Series F Preferred Stock to the extent that the value exceeds US$15.7763 per share.

The complete text of the warrant agreement is included herein as Annex H.

The SoftBank Loan

As part of the reorganization in preparation for the Transaction, Renren Lianhe has secured a commitment from SoftBank Group Capital Limited to provide a loan to OPI (the “SoftBank Loan”). Prior to the completion of the Transaction, OPI will declare a dividend of US$25 million to Renren payable from the proceeds of this loan, in order to ensure that Renren has sufficient funds to pay the Cash Dividend if few shareholders other than those who have made the Contractual Commitment choose to accept the Offer. Renren Lianhe will use the remainder of the proceeds from the SoftBank loan for general working capital purposes or for a loan or loans approved by the board of directors of OPI the total principal amount of which does not exceed US$25 million.

The SoftBank Loan will be governed by a Secured Promissory Note between Renren Lianhe and SoftBank Group Capital Limited. The principal amount of the debt will be US$60 million, the interest rate will be 8% per year, and the term will be the earlier of three years and the date upon which OPI and its subsidiaries no longer hold any SoFi shares. The interest rate increases to 9% in the event of a default for the duration of that default. The SoftBank Loan is subordinated to the Everbright Loan and senior to the Renren Note.

If Renren Lianhe receives any net proceeds from the disposition of shares of SoFi, it must first apply them to repaying the Everbright Loan. If any net proceeds still remain, they must be applied to repaying the SoftBank Loan. While the principal amount of the SoftBank Loan is fixed, the amount by which any repayment of the SoftBank Loan reduces the outstanding principal amount of the debt is reduced to the extent that the price per share at which OPI disposed of the shares of SoFi exceeds US$17.1842 per share. That is, the amount by which the outstanding principal amount of the SoftBank Loan is reduced is equal to the amount of the net proceeds multiplied by US$17.1842 and divided by the price per share at which OPI disposed of the shares of SoFi, if the price per share was greater than US$17.1842. For example, if OPI disposes of 100,000 shares of SoFi for net proceeds of US$2,000,000, then the per share value is US$20.00, and if OPI applies the entire US$2,000,000 to the repayment of the principal amount of the SoftBank Loan, then the principal amount of the SoftBank Loan is reduced by only US$1,718,422 (because US$2,000,000 × 17.1842/20 = US$1,718,422), not by the full amount of the US$2,000,000 repaid by OPI in this hypothetical. The effect of this is to transfer all of the value of the appreciation of approximately 3,491,580 shares of SoFi above US$17.1842 to SoftBank. If OPI disposes of any shares of SoFi for net proceeds of less than US$17.1842 per share, then the principal amount of the SoftBank Loan is only reduced by the amount of the net proceeds that are applied to the repayment of it. Payments of interest are not affected by the value of the SoFi shares.

If the SoftBank Loan matures and there is no simultaneous disposal of SoFi shares, then their value is deemed to be their value in the last round of equity financing conducted by SoFi before the maturity date, or if SoFi is listed on a stock exchange at that time, the trading price on that stock exchange, and the principal reduction formula is applied using that value.

As security for its obligations under the SoftBank Loan, Renren SF will execute a stock pledge agreement in favor of SoftBank Group Capital Limited over certain shares of preferred stock in SoFi. On the Share Delivery Date, this security will be over 11,823,338 shares of preferred stock in SoFi. After the Everbright Loan is repaid, this security will be over 14,238,847 shares of preferred stock in SoFi. Renren will have second ranking security over these same shares.

Under the Secured Promissory Note, Renren Lianhe and its subsidiaries are obliged, among other things:

to manage the SoFi shares with a view to monetizing them as soon as practicable;

not to assume any debt other than the Everbright Loan, the SoftBank Loan, the Renren Note and loans between OPI and its subsidiaries;

not to enter into any business other than those businesses in which it is engaged on the date of the Secured Promissory Note or which are reasonably related to those businesses; and

not to enter into material transactions with SoFi, Renren, DCM, Mr. Chen, Mr. Liu, or any of their respective affiliates other than as expressly permitted.

The complete text of the Secured Promissory Note is included herein as Annex I.

The Renren Note

As part of the reorganization in preparation for the Transaction, OPI incurred a debt to Renren. No cash was advanced by Renren in connection with this debt, which reduces the net value of the assets being transferred from Renren to OPI while still transferring substantially all of the Investments to OPI.

OPI’s obligation to Renren will be governed by a Secured Promissory Note between OPI and Renren (the “Renren Note”). The principal amount of the debt will be US$90,000,000, the interest rate is 8% per year, and the term is the earlier of five years and the date upon which OPI and its subsidiaries no longer hold any SoFi shares. The interest rate increases to 13% in the event of a default for the duration of that default. The Renren Note is subordinated to the Everbright Loan and the SoftBank Loan.

Under the Renren Note, OPI has undertaken, among other things:

to manage the SoFi shares with a view to monetizing them as soon as practicable;

not to assume any debt other than the Everbright Loan, the SoftBank Loan and debt between OPI and its subsidiaries;

not to enter into any business, directly or indirectly, which is in direct competition with any business of Renren;

not to enter into material transactions with SoFi, Clear Light Ventures Limited, SoftBank Group Capital Limited, DCM, Mr. Chao, Mr. Chen, Mr. Liu, or any of their respective affiliates other than as expressly permitted; and

at any time when the aggregate value of all SoFi shares held by OPI and its subsidiaries is less than US$150 million, not to directly or indirectly make any investment other than investments expressly permitted.

As security for its obligations under the Renren Note, Renren SF will execute a stock pledge agreement in favor of Renren over certain shares of preferred stock in SoFi. On the Share Delivery Date, this security will be over 16,262,185 shares of preferred stock in SoFi. After the Everbright Loan is repaid, this security will be over 14,238,847 shares of preferred stock in SoFi. After the SoftBank Loan is repaid, this security will be over 10,638,395 shares of preferred stock in SoFi. Until the Everbright Loan and the SoftBank Loan are repaid, Renren’s security in each case is not first ranking and is subordinated to both Clear Light Ventures Limited and SoftBank Group Capital Limited.

The complete text of the Renren Note is included herein as Annex J.

Distribution Rights

DCM and SoftBank, two of the Committed Shareholders who will hold OPI Shares after the Transaction, will have the right to receive special distributions of SoFi shares in cash or in kind, in respect of their OPI Shares, either before or at the same time when OPI otherwise disposes of SoFi shares and pays cash dividends to its shareholders from the proceeds. By exercising this right, DCM and SoftBank will waive their right to receive the corresponding portion of any distributions relating to the SoFi shares made by OPI on the same or at a later date. The terms of this right are described below.

OPI currently holds 34,723,982 SoFi shares. At any time on or after the Share Delivery Date, DCM has the right to request that OPI make an in-kind distribution of 1,283,710 SoFi shares, or approximately 3.7% of the total, to DCM. At any time after the Everbright Loan has been repaid in full, SoftBank has the right to request that OPI make an in-kind distribution of 5,918,366 SoFi shares, or approximately 17.0% of the total, to SoftBank. In addition, Mr. Chen has the right under the OPI Shareholders Agreement to request a special distribution of SoFi shares for himself at the same time when SoftBank receives its first distribution of SoFi shares, if and solely to the extent that the distribution to DCM and/or SoftBank causes him additional tax liability.

After the SoftBank Loan has been repaid in full, OPI will promptly make an additional distribution to DCM and/or SoftBank to the extent that such shareholder’s shareholding percentage in OPI on a fully diluted basis, multiplied by the sum of (i) the number of SoFi shares held by OPI that remain unpledged at that time and (ii) the number of SoFi shares sold by OPI to repay the Debt, exceeds the number of SoFi shares previously distributed to such shareholder. DCM and SoftBank each have the right to elect to receive this distribution in the form of the cash proceeds from the sale of the SoFi shares to which they are entitled.

As soon as practicable after the Renren Note has been repaid in full, OPI will distribute SoFi shares (or cash proceeds derived from the sale of SoFi shares) to all of its shareholders other than DCM and SoftBank until the number of SoFi shares (whether in kind or in the form of cash proceeds) received by them on a pro rata basis is equal to the number of SoFi shares previously distributed to DCM and SoftBank in accordance with the above on a pro rata basis. In other words, DCM and SoftBank will not be entitled to further distributions of SoFi shares until all other shareholders have received a pro rata allotment of distributable SoFi shares proportionately equal to the allotment of SoFi shares already distributed to DCM and SoftBank. The same would hold true for Mr. Chen, if Mr. Chen previously received distributions of SoFi shares as well.

After all of the above distributions have been completed and all shareholders are caught up with each other, OPI will distribute any remaining SoFi shares or the cash proceeds from the sale thereof, other than 1,690,321 SoFi shares that are pledged in relation to the Everbright Warrant, as soon as practicable to all of its shareholders (including DCM and SoftBank) on a pro rata basis.

Pursuant to the terms of the SoftBank Loan and the Renren Note and the terms of the OPI Shareholders Agreement, OPI intends to manage its holdings of SoFi shares with a view to monetizing them as soon as possible to achieve maximum profit for the shareholders of OPI, and it will promptly distribute to the shareholders all net proceeds in respect of the SoFi shares that are not used to meet OPI’s or Renren Lianhe’s obligations under the Everbright Loan, the SoftBank Loan and the Renren Note.

OPI will only distribute SoFi shares to shareholders other than DCM, SoftBank and Mr. Chen if SoFi is a public company listed on a stock exchange.

The exercise of the special distribution rights described above may subject U.S. Holders who have made a “QEF election” to U.S. tax liability, even if they do not receive any cash or property as a result of the exercise of such rights. See “United States Federal Income Tax Consequences to U.S. Holders.”

Priority of Payments

OPI intends to take a relatively long-term and patient approach to its management of the investments in the Portfolio Companies and not to dispose of them prematurely if it believes that they have long-term potential. However, OPI does intend to dispose of its holdings of SoFi shares as soon as possible to achieve maximum profit for the shareholders of OPI, in accordance with the terms of the OPI Shareholders Agreement.

Your right as a shareholder of OPI to receive dividends from OPI is subject to the terms of the Everbright Loan, the SoftBank Loan and the Renren Note, as well as to provisions in the articles of association of OPI that give certain shareholders special distribution rights. See “Debts and Warrant” and “Distribution Rights”. In addition, as explained in greater detail below, Mr. Chen and Mr. Liu will receive a 30% surplus return from Investments other than the SoFi shares, subject to certain restrictions and conditions.

Until the Everbright Loan, the SoftBank Loan and the Renren Note have been fully repaid, all proceeds from Investments will be paid to OPI in the form of a dividend, and subject to the rights described in “Distribution Rights,” OPI must use the proceeds in the following sequence:

The proceeds must be used to repay 100% of any amounts up to the remaining balance of the principal amount of the Everbright Loan, plus any accrued or contingent and unpaid interest, to Clear Light Ventures Limited in satisfaction of the Everbright Loan; then,

the remaining proceeds must be used to repay 100% of any amounts up to the remaining balance of the principal amount of the SoftBank Loan, plus any accrued and unpaid interest, to SoftBank in satisfaction of the SoftBank Loan; then,

the remaining proceeds must be used to repay 100% of any amounts up to the remaining balance of the principal amount of the Renren Note, plus any accrued and unpaid interest, to Renren in satisfaction of the Renren Note.

After the Everbright Loan, the SoftBank Loan and the Renren Note have been fully repaid, all proceeds from the disposition of shares of SoFi will still be paid to OPI in the form of a dividend, and OPI must distribute these proceeds to its own shareholders on a pro rata basis according to the percentage of shares of OPI that these shareholders hold. To the extent that DCM, SoftBank or Mr. Chen received distributions of SoFi shares and/or proceeds from the disposition of SoFi shares prior to the repayment in full of the Renren Note, further proceeds from the disposition of SoFi shares will first be distributed to other shareholders in accordance with the “catch up” mechanism described in “Distribution Rights”.

After the Everbright Loan, the SoftBank Loan and the Renren Note have been fully repaid, all proceeds from Investments other than shares of SoFi will be used by Renren Lianhe in the following manner and in the following sequence:

The proceeds will be distributed to OPI (as the sole holder of ordinary shares of Renren Lianhe) until the aggregate amounts received by OPI under this provision are equal to the aggregate basis of the ordinary shares of Renren Lianhe; then,

the remaining proceeds will be distributed to OPI (as the sole holder of ordinary shares of Renren Lianhe) until the aggregate amounts received by OPI under this provision are sufficient to provide a cumulative and annually compounding preferred return of 5% per annum on the aggregate basis of the ordinary shares of Renren Lianhe as of the time of the distribution; then,

the remaining proceeds will be distributed 20% to Mr. Chen as the holder of the Class A1 Preference Share and 10% to Mr. Liu as the holder of the Class A2 Preference Share, as a surplus return, and the remainder will be distributed to OPI (as the sole holder of ordinary shares of Renren Lianhe).

The “aggregate basis” of the ordinary shares of Renren Lianhe for these purposes is US$385 million. This represents the portion of the OPI Value that is attributable to the Investments other than the SoFi shares. The aggregate basis will also be increased by a fraction of all expenses incurred by Renren Lianhe or any subsidiary of Renren Lianhe not directly attributable to any Investment, where the numerator of the fraction is the aggregate basis of all of the Investments aside from SoFi and the denominator of the fraction is the aggregate basis of all of the Investments including SoFi.

The surplus return to Mr. Chen and Mr. Liu may be instead paid to OPI (as the sole holder of ordinary shares of Renren Lianhe) in certain circumstances, which include insolvency of Mr. Chen or Mr. Liu, fraud or gross negligence committed by Mr. Chen, Mr. Liu or their representatives, the disposal of a majority of the preference shares owned by Mr. Chen or Mr. Liu, and any material breach by Mr. Chen or Mr. Liu under any of the memorandum and articles of association of OPI, the OPI Shareholders Agreement, the Renren Lianhe Shareholders Agreement or the Services Agreement. Under these circumstances, the amount due would be paid to OPI rather than to Mr. Chen or Mr. Liu, as the case may be.

The surplus return to Mr. Chen and Mr. Liu is also subject to a clawback provision. On the third anniversary of the signing of the Renren Lianhe Shareholders Agreement and every three years thereafter, or at commencement of the winding-up and dissolution of OPI, if the actual amount previously received by Mr. Chen and Mr. Liu was more than it should have been, then Mr. Chen and Mr. Liu must promptly return such excess amount to Renren Lianhe. For instance, if OPI is sued or required to pay additional taxes after it has distributed the 30% surplus return to Mr. Chen and Mr. Liu, the calculation will change and the correct amount of the proceeds surplus return will be smaller.

Any clawback amounts will be considered reductions of the amount of the surplus return distributed to Mr. Chen and Mr. Liu with respect to Renren Lianhe as well as an increase in the amount of proceeds that otherwise has been distributed.

Each of the parties to the Renren Lianhe Shareholders Agreement will exercise all rights and powers available to it to procure that all proceeds received by any subsidiary of any kind in respect of any Investment are distributed by such subsidiary to its shareholders in line with the terms of the Renren Lianhe Shareholders Agreement as soon as reasonably practicable after receipt.

Reserved Matters

OPI’s articles of association place a number of significant restrictions on the discretion of the officers and board.

Certain matters are defined as “Board Reserved Matters” in OPI’s articles of association. Each director and each shareholder of OPI must exercise all powers and rights available to it to ensure that OPI does not undertake any of the Board Reserved Matters without the authorization of the board of directors of OPI. Until OPI has disposed of each shareholder’s pro rata share in SoFi and has completed the distribution of the proceeds of such disposal (or in-kind distribution of OPI’s equity securities in SoFi) to all shareholders to the satisfaction of SoftBank and DCM in their sole discretion, then the prior unanimous approval of the board of directors is necessary; otherwise, the prior approval of a majority of the directors then in office is required.

The Board Reserved Matters consist of the following:

(a)

any acquisition, disposition or restructuring of assets (including in respect of the SoFi shares);

(b)

the incurrence of any capital expenditure in excess of US$1 million, in a single transaction or a series of related transactions in any 12-month period;

(c)

the provision of any loans or guarantees in excess of US$1 million, in a single transaction or a series of related transactions in any 12-month period;

(d)

the incurrence of any debt or guarantees in excess of US$1 million, in a single transaction or a series of related transactions in any 12-month period, other than the loans obtained by the Company under the SoftBank Loan Documents and the Renren Note Documents;

(e)

any votes to be exercised either at the board or shareholder level by OPI or any subsidiary in respect of any Portfolio Company or Fund as long as OPI’s or the relevant subsidiary’s investment in such Portfolio Company or Fund represents at least 20% of the total assets of OPI;

(f)

any change to the distribution policy, accounting policies, valuation policy, leverage policy, risk management policies and other similar policies applicable to OPI or any subsidiary;

(g)

the approval of OPI’s annual financial statements;

(h)

the appointment of, and changes to the terms applicable to, significant service providers including without limitation Renren (as service provider under the Services Agreement), the auditors, tax advisors and appraisers;

(i)

the entry into any foreign exchange contracts, interest rate swaps or other derivative instruments in excess of US$1 million, in a single transaction or a series of related transactions in any 12-month period;

(j)

any direct or indirect transfer of shares or other equity securities (including the creation of any encumbrance or other transfer of any rights and interests or the granting of any economic participation therein) by the management;

(k)

the initiation, withdrawal or settlement of any proceedings, except where such proceedings are not material to OPI or any of its investments, such proceedings do not involve any shareholder of OPI or of any of the Portfolio Companies or Funds, and the amount in dispute is not over US$1 million;

(l)

any change to the composition of the senior management of OPI or their terms of employment including compensation such as grants to management under any equity incentive or compensation plan other than the adjustment of exercise price in connection with dividends and other distributions;

(m)

any material change in the nature or scope of the business of OPI;

(n)

any proposed listing of equity securities of OPI on any securities exchange;

(o)

the entry into any agreement that restricts OPI or any subsidiary’s freedom to conduct its business, including with respect to its ability to freely dispose of any of its assets;

(p)

the entry into or amendment of any other material contract including any agreement that is outside the ordinary course, not on an arm’s length basis, unusual or onerous, or contemplated to have income or payments in excess of US$1 million in the aggregate, in a single transaction or a series of related transactions in any 12-month period;

(q)

other than (i) the security to be granted to SoftBank Group Capital Limited under the SoftBank Loan Documents and to Renren under the Renren Note Documents, (ii) any transfer of SoFi Shares pursuant to any exercise of the Everbright Warrant, (iii) any exercise by DCM of its special distribution rights with respect to SoFi shares, and (iv) any exercise by SoftBank of its special distribution rights with respect to SoFi shares, any matter or decision which relates to OPI’s investment in SoFi;

(r)

any grant of an award, or modification of an award previously granted, pursuant to the Share Incentive Plan;

(s)

the amendment of the memorandum and articles of association of OPI, the OPI Shareholders Agreement, the Renren Lianhe Shareholders Agreement or the Services Agreement; and

(t)

any agreement to do any of the foregoing.

However, any matter which is within the scope of the ZenZone Business shall not be a Board Reserved Matter as long as such matter does not relate to, require any action by, or otherwise affect, OPI, any subsidiary other than subsidiaries of Beijing Zhenzhong, or any Portfolio Company or Fund.

Certain matters are defined as “Member Reserved Matters” in OPI’s articles of association. Without the prior approval of 75% of the votes of all of the outstanding OPI Shares (or otherwise as specified in connection with the particular Member Reserved Matter), the board of directors of OPI has no authority over Member Reserved Matters and the shareholders of OPI cannot approve them. In addition, if any member of the SoftBank Group has an interest in any action that is a Member Reserved Matter and its interest is different and more favorable than the interests of the other shareholders (solely in their capacities as shareholders of OPI), then such Member Reserved Matter shall also require the prior written approval of DCM.

The Member Reserved Matters consist of the following:

(a)

the adoption of, amendment of, or deviations from, the annual business plan and budget of OPI’s business;

(b)

any merger, spinoff or any form of recapitalization, reorganization, liquidation or dissolution;

(c)

the declaration or payment of any dividend or any other distributions in any form (except as expressly contemplated in the OPI Shareholders Agreement in respect of OPI’s investment in SoFi);

(d)

any alteration to share capital or rights attaching to shares or the shares of any subsidiary;

(e)

the creation, allotment, issue, repurchase or redemption of any shares or the grant of any options for the issue of any shares or issue any securities convertible into shares, except in accordance with the OPI Shareholders Agreement;

(f)

the adoption or variation of any share option scheme;

(g)

the creation of or permission to create or suffer to subsist any mortgage, pledge, charge or other encumbrance or third party interest on any assets;

(h)

any change to the size, composition or compensation of the board of directors or the board of directors of any subsidiary or the delegation of any powers by the board of directors or the board of directors of any subsidiary;

(i)

any amendment or modification of the articles or other governing documents;

(j)

the entry by OPI, any subsidiary, any Portfolio Company or Fund or any of their respective affiliates into material transactions with SoftBank, Renren Lianhe, DCM, each of Mr. Chen and Mr. Liu or their respective affiliates;

(k)

any incurrence of, modification of terms of, extension of any maturity or prepayment of material indebtedness;

(l)

any approval by OPI of any direct or indirect sale, pledge, encumbrance, assignment, transfer or other disposal of any shares of Renren Lianhe held by Mr. Chen and Mr. Liu;

(m)

any change to the composition of senior management or other terms of employment, including compensation such as grants to management under any equity or compensation plan other than the adjustment of exercise price as allowed under the Share Incentive Plan;

(n)

any approval by OPI of the grant of any salary or consulting fees to any employee or service provider in excess of US$500,000; and

(o)

any agreement to do any of the foregoing.

In the case of a material transaction covered under item (j), any shareholders interested in the proposed transaction are not entitled to vote, and the approval required is the prior written approval from shareholders holding no less than 75% of all votes attached to all shares held by the remaining shareholders, except to the extent such transactions are contemplated under the memorandum and articles of association of OPI, the OPI Shareholders Agreement, the Renren Lianhe Shareholders Agreement or the Services Agreement.

Any matter which is within the scope of the ZenZone Business shall not be a Member Reserved Matter as long as such matter does not relate to, require any action by, or otherwise affect, OPI, any subsidiary other than subsidiaries of Beijing Zhenzhong, or any Portfolio Company or Fund.

Any Member Reserved Matter which is also a Board Reserved Matter only requires the consent of the shareholders as a Member Reserved Matter and does not also require the approval of the directors as a Board Reserved Matter.

The full text of the provisions governing the Board Reserved Matters and Member Reserved Matters may be found in OPI’s articles of association, which is included as Annex A to this Offering Circular. Substantially identical provisions are also included in the OPI Shareholders Agreement, which is included as Annex B to this Offering Circular.

Background and Fairness

Background

Renren is pursuing the Transaction primarily for two reasons: to address the risk that it could be deemed to be an “investment company” as defined under the Investment Company Act by disposing of most of its investment assets through the complete disposition of OPI, and to separate its ZenZone advertising agency business from its social media, internet finance and other businesses.

Starting in 2012, Renren began to make a series of long-term investments in privately held companies that it believed offered synergies or access to resources and know-how that would be useful to Renren in developing its own business operations, particularly in its internet finance business. Renren focused its major strategic investments in several segments of the internet finance business, including student loans and credit financing, real estate and mortgage services, and wealth management and investment brokerage services. Renren also made long-term investments in companies with other businesses. By December 2015, Renren had made long-term investments in some 55 unconsolidated subsidiaries and investment funds.

The Division of Investment Management of the SEC sent a letter to Renren dated December 18, 2015, asking Renren to provide a detailed written response analyzing whether it was an investment company under the Investment Company Act, and further, if Renren determined that it was an investment company, to explain why it was not required to register as an investment company or else what action it planned to take either to fall outside of that definition or to register as an investment company.

If Renren were deemed to be an investment company under the Investment Company Act, it would be out of compliance with its public company disclosure obligations in the United States and subject to a wide range of materially adverse consequences, including enforcement action by the SEC and delisting from the NYSE. A foreign private issuer like Renren cannot register as an investment company under the Investment Company Act without a special exemption, and the restrictions placed on investment companies by the Investment Company Act make it impractical to attempt to operate an active business within an investment company. After a long process of discussion with the staff of the Division of Investment Management, Renren undertook to dispose of enough of its assets that might be deemed to be investment securities under the Investment Company Act so as to ensure that any such remaining assets would not constitute more than 40% of Renren’s total remaining assets by value, as the relevant percentage would be calculated for purposes of the Investment Company Act.

Renren has given careful thought and consideration to how it might carry out the necessary disposition of assets in a way that protect shareholder value and ensure compliance with U.S. securities laws. Renren considered a number of alternatives before determining that the Transaction described in this Offering Circular would be the best means of achieving those ends.

Renren considered placing its investment securities in a U.S. entity, registering that entity as an investment company and then distributing the entity’s shares to Renren’s shareholders, but it concluded that this was not a viable option either. Registered investment companies typically hold a portfolio of liquid, publicly traded securities with easily ascertainable value, unlike Renren’s minority investments in privately held unlisted companies. The Portfolio Companies were chosen in large part based on potential synergies with Renren’s other businesses rather than to constitute an investment portfolio that would attract potential investors. Most of the Portfolio Companies are still relatively unknown and have not yet generated substantial interest in the investment community. Renren judged that there were limited prospects for listing such an entity on a stock exchange or for generating sufficient trading volume to provide liquidity for investors. In addition, various operating, investment and transactional restrictions placed on registered investment companies under the Investment Company Act would have posed significant challenges to operating an entity with assets more similar to those of a private equity fund than a classic investment company. With registration of an investment company not an option, Renren was required to explore other options to successfully reduce its holdings of securities in compliance with applicable U.S. securities and investment company laws and on an efficient and economically acceptable basis.

Distributing Renren’s holdings in Portfolio Companies and Funds directly to Renren’s own shareholders on a pro rata basis was never a practical option. Since Renren is a public reporting company in the United States with a large number of retail investors as shareholders, distributing Renren’s holdings to those shareholders on a pro rata basis would cause each of the Portfolio Companies and Funds to become subject to the reporting requirements of the Exchange Act, simply by virtue of being held by so many shareholders. Assuming that such a distribution were even permitted under the terms of Renren’s various investments, this would damage the value of the investments in the Portfolio Companies. Most of the Portfolio Companies are unprepared and unequipped to comply with public company requirements. Some of them lack investor relations functions or even the ability to communicate effectively with shareholders in English. For each of Renren’s retail shareholders to separately manage a portfolio of small numbers of unlisted shares of some forty or fifty private companies would be extremely inefficient, and ultimately most of the value in the investments would be lost.

Renren made efforts to sell all or a majority of its holdings in a package deal on acceptable economic and other terms, but was unsuccessful. As mentioned above, the Portfolio Companies were chosen in large part based on potential synergies with Renren’s other businesses rather than to constitute an investment portfolio that would attract one or more purchasers. A company with a significantly different geographic and industry focus than Renren’s could not expect to achieve the same synergies and would not place the same value on the investment portfolio as a whole. The size of the investment portfolio meant that relatively few potential purchasers had the resources to contemplate a purchase on that scale. In addition, any potential purchaser would need to devote a great deal of time and effort to performing due diligence on a large number of not very well known early-stage private companies before making an offer, which posed a significant barrier to attracting interest in the investment portfolio. There was simply no serious interest from any party in purchasing a significant portion of Renren’s investments in a single transaction on reasonable terms.

Renren’s SoFi holdings constitute, by value, its largest single investment, as well as the asset with the greatest potential to attract interest from potential purchasers. In April 2017, Renren was able to sell a portion of its SoFi holdings for approximately US$91.9 million in net cash proceeds in a third-party private tender offer. The tender offer was undertaken as part of SoFi’s last round of equity financing, with the new investors acquiring both newly issued shares from SoFi and existing shares from SoFi’s existing shareholders and SoFi’s management in the tender offer. Subsequent efforts by Renren to sell additional SoFi shares on acceptable terms have been unsuccessful. When approached by Renren, neither the new investors in SoFi’s last financing round nor SoftBank, which is both Renren’s and SoFi’s largest shareholder, expressed an interest in acquiring additional SoFi shares on terms comparable to the tender offer or otherwise. In September 2017, Renren received a preliminary verbal proposal from a potential investor to acquire a large block of SoFi shares at a 45% to 50% discount to the per share price paid in SoFi’s last financing round. Discussions did not proceed after the prospective investor indicated that its internal approval processes would take up to three months.

Given the difficulty in finding a purchaser at a reasonable price for even the most well known investment, Renren concluded that it would be very unlikely to find buyers for the lesser known investments. Without the ability to package the less well known securities together with the SoFi shares, the prospects of realizing any significant return on the other Portfolio Companies and Funds within a short period of time and under forced sale conditions appeared remote. However, selling the SoFi shares without selling the other investments in Portfolio Companies and Funds would not have reduced the percentage of problematic assets on Renren’s balance sheet below the 40% threshold required by the Investment Company Act, due to the number and value of Renren’s other investments in Portfolio Companies and Funds. Therefore, Renren concluded that attempting to sell its holdings piecemeal would not have solved the Investment Company Act issue while likely precluding other potential solutions to the issue.

Having considered and rejected a number of alternatives, Renren concentrated its efforts on developing a plan to remove most of the investments in Portfolio Companies and Funds from its balance sheet in a single transaction, while allowing as many of Renren’s shareholders as possible to continue to have an economic interest in those assets, subject to restrictions imposed by U.S. securities laws.

In December 2016, Renren announced an initial plan to minimize its Investment Company Act concerns by a proposed spin-off through a rights distribution to all its existing shareholders on a pro rata basis where such rights would be exercisable for shares in a newly formed subsidiary. These rights would have allowed Renren’s shareholders that were both “qualified purchasers” under the Investment Company Act and “accredited investors” under the Securities Act to elect to receive either shares of the new subsidiary or a cash dividend based on the value of those subsidiary shares. Renren’s non-qualified shareholders or qualified shareholders not electing to receive subsidiary shares would receive the cash dividend. To help fund payment of the cash dividend, the Renren board considered a preliminary non-binding proposal from Mr. Joseph Chen, Mr. James Jian Liu and SoftBank Group Capital Limited, each a Company affiliate, to purchase for cash those subsidiary shares not distributed to Renren’s shareholders. This plan was the direct predecessor to the current plan for the Transaction.

To consider this plan and alternatives to this plan, the Renren board formed the Special Committee on December 22, 2016. The Special Committee is comprised of three directors who have no interest in the Transaction different from the holders of Renren shares and ADSs (except for compensation received for serving as a Special Committee member and their indemnification rights as Renren directors). Two Special Committee members, Mr. Tianruo Pu and Mr. Stephen Tappin, are independent directors who were appointed to the Renren board before the formation of the Special Committee. The third member is Renren’s former chief financial officer, Ms. Hui Huang. Mr. Pu is the chair of the Special Committee. The compensation payable to Special Committee members for their services is US$12,000 per month, or US$15,000 per month for the Special Committee chair. These payments are not contingent upon completion of the Transaction or any alternative transaction.

The decision to create the Special Committee was informed by a number of potential conflicts among members of Renren’s board of directors. Mr. Joseph Chen, Renren’s founder, chairman and chief executive officer, serves on the SoFi board of directors and will continue to serve in his current Renren roles and as an OPI senior management member after the completion of the Transaction. Mr. James Jian Liu, Renren’s executive director and chief operating officer, will continue to serve in his current Renren roles and as an OPI senior management member after the Transaction as well. Mr. David Chao, a co-founder and partner of DCM, also serves on the SoFi board, with DCM also being one of Renren’s and SoFi’s largest shareholders. Finally, SoftBank, through an affiliate, is one of Renren’s and SoFi’s largest shareholders, although SoftBank has had no representation on Renren’s board since December 2015.

The Special Committee was given full power to hire legal and financial advisors, to conduct negotiations on behalf of Renren, and ultimately to approve or not approve the Transaction and any related or alternative transactions, subject in each case to SoftBank’s existing consent rights under Renren’s articles of association. To assist it, the Special Committee retained Duff & Phelps as its financial advisor, O’Melveny & Myers as its U.S. counsel and Harneys as its Cayman counsel.

Renren’s initial plan has been modified and delayed since the December 2016 announcement. The initial plan was modified to replace the rights offering with the Private Placement. This modification and the related delay occurred after the SEC took the view that the rights offering would not be exempt from registration under the Securities Act, and the issue of Renren’s status under the Investment Company Act would have precluded Renren from registering the rights offering with the SEC. The plan was further delayed in the fall of 2017 after Renren determined it was prudent to postpone the launch of the Transaction until after the New York Department of Financial Services approved the transfer of Renren’s SoFi shares to OPI in connection with the plan. This approval is required because SoFi holds a mortgage banker license in New York State, and approval by the state regulator is required whenever there is a change in control. This approval was received in late March 2018. In addition, the sale of approximately US$91.9 million of SoFi shares in April 2017 also made it possible to eliminate any subsidiary share cash purchases by Renren’s affiliates. This modified plan, which is the form of the Transaction described in this Offering Circular, was presented to the Special Committee on April 23, 2018.

Fairness to Cash Dividend Recipients

On April 23, 2018, the Special Committee approved the Transaction and determined that the Cash Dividend to be received by the Renren shareholders and ADS holders in the Transaction is fair from a financial point of view to such holders. As purchasers of OPI Shares in the Private Placement are provided an opportunity to purchase OPI Shares on the basis of the information contained in this Offering Circular, no opinion as to fairness is being made with respect to any purchase in the Private Placement.

In addition to factors described above, other factors considered by the Special Committee, which are not listed in order of importance, included the following:

A considerable period of time has passed since the SEC first contacted Renren about its status under the Investment Company Act, and Renren needs to implement a plan as soon as possible to address the risks associated with it potentially being deemed an “investment company”, including the risk that Renren would be unable to meet its public company reporting obligation and that its ADSs would be delisted from the NYSE.

Separating the ZenZone business from Renren’s social networking, used automobile and other operating businesses is expected to benefit the development of the ZenZone business.

Renren shareholders not acquiring OPI Shares in the Private Placement (i) will receive the Cash Dividend in amount equal to the OPI Value per OPI Share issued and sold in the Private Placement and (ii) will no longer participate in potential future gains or losses in the value of OPI’s assets or its business prospects. As of the date of this Offering Circular, Renren estimates that Renren shareholders not receiving OPI Shares will receive a Cash Dividend ranging from US$0.4831 to US$0.6096 per Renren share (or US$7.2465 to US$9.1440 per ADS). The actual dollar amount of the Cash Dividend depends on the participation rate by Eligible Shareholders in the Private Placement and will be calculated by dividing (A) the OPI Value (as established by the Special Committee on April 23, 2018) by (B) the number of OPI Shares issued in the Private Placement (such formula being the “Dividend Calculation Formula”). Eligible Shareholders holding 820,273,132 ordinary shares of Renren, or approximately 79.3% of Renren’s outstanding shares as of the date of this Offering Circular, have already entered into Contractual Commitments to receive OPI Shares in exchange for waiving the Cash Dividend on all of the Renren ordinary shares that they hold on the Record Date.

The OPI Value was established by the Special Committee on April 23, 2018, at US$500 million, after considering a number of factors. These factors include (1) the various ranges for the value of OPI (including ranges of value or indicated values for the related components) as of April 23, 2018 and as presented by Duff & Phelps during its presentation to the board of directors on April 23, 2018 (as described below under “Valuation”), (2) the financial condition of Renren after giving effect to the Transaction and (3) Renren’s current liquidity, including its cash position and projected cash position after taking into account the Transaction and anticipated cash needs. Renren’s anticipated cash needs include funding potential future Renren operating losses and funding the ADS repurchase program in response to an anticipated drop in the trading price of Renren’s ADSs after the ex-dividend date. The OPI Value is intended to reflect the value of OPI’s assets and liabilities as of April 23, 2018 giving effect to the Transaction but does not reflect, among other things, post-Transaction events or the impact of OPI’s post-Transaction ownership structure and compensation arrangements.

The Special Committee determined it was not feasible to structure the Transaction to permit Renren shareholders receiving the Cash Dividend to separately participate in the future appreciation in OPI’s assets and business. Among other things, such participation raises U.S. securities law (including Investment Company Act) concerns, would provide a unilateral benefit to those shareholders (because the Cash Dividend recipients would share in potential upside without sharing in potential losses) and was not supported by SoftBank.

The Special Committee received a fairness opinion in the form attached as Annex L, indicating that the Cash Dividend to be received by the Renren shareholders and ADS holders (other than the Eligible Shareholders who waive the Cash Dividend and elect to receive shares of OPI in the Private Placement) in the Transaction is fair from a financial point of view to such holders.

The estimated range of the per ADS Cash Dividend represents a significant percentage of Renren’s historical NYSE trading prices (on a closing price basis). During 2017, Renren’s ADSs traded as low as US$6.02 and as high as US$11.45, with an implied market capitalization of US$412 million and US$784 million, respectively. In early January 2018, trading was extremely volatile, reflecting market rumors around Renren’s businesses unrelated to the Portfolio Companies, the Funds or ZenZone. Renren’s ADSs reached a per ADS closing price of US$18.32 on January 3, 2018. Since February 1, 2018, through the date of this Offering Circular, Renren’s ADSs have closed as low as US$8.23 and as high as US$10.38, and closed at US$10.19 per ADS on April 20, 2018 (the last trading day prior to the determination of the OIP Value), with an implied market capitalization of US$703 million.

It is more practical and efficient for Renren to address its Investment Company Act concerns at one time through the Transaction, for the reasons discussed above under “—Background.”

Based on Renren’s ADS trading price of US$10.18 on April 16, 2018 and total debt of US$171 million as of September 30, 2017, the implied value for all of Renren’s non-cash assets was US$632 million, which is less than the US$676 million low end in the value of ranges for OPI’s assets considered by the Special Committee in setting the OPI Value.

The operational, governance and other restrictions under the Investment Company Act make registering either Renren or OPI as an “investment company” impracticable, particularly given the nature of its largest shareholders. These restrictions include (i) limitations on transactions with affiliated parties and (ii) restrictions on compensation arrangements customary for investment entities whose underlying investments consist of illiquid, minority interest investments requiring significant investment manager effort to foster success at the operating company level.

In evaluating OPI’s two viable Investment Company Act exemptions following the Transaction, the unlimited number of qualified Renren shareholders that might acquire OPI Shares (so long as they are qualified purchasers or OPI knowledgeable employees) under one exemption compared favorably to the “100 holder” limitation under the other exemption.

Mr. Joseph Chen, Mr. James Jian Liu and Mr. Thomas Jintao Ren will serve as OPI’s management after the Transaction and will also continue to serve as Renren’s senior management.

The consent of SoftBank is required under the terms of Renren’s articles of association to consummate the Transaction.

Renren’s indebtedness for borrowed money will be reduced as a result of the Transaction due to OPI’s assumption of the Everbright Loan. In addition, OPI’s expected repayment of the Renren Note (which will have a principal amount of US$90 million) on or before June 2023 will provide Renren with additional resources for the future growth of its business.

The transfer of shares pursuant to the Private Placement should qualify as a tax-free distribution under Section 355 of the Code.

As described elsewhere in this Offering Circular, the Committed Shareholders (including SoftBank, whose consent is required to effect the Transaction) have approved or implemented a number of arrangements with respect to the governance and management of OPI that will take effect on the Share Distribution Date. These include:

Replicating Renren’s Class A and Class B dual class voting structure at OPI. Assuming no issuance of OPI Shares other than pursuant to the Contractual Commitments, OPI’s management and SoftBank would control 46.42% and 42.15%, respectively, of OPI’s voting power. See “Description of the OPI Shares”.

Mr. Chen, Mr. Liu and SoftBank Group Corp. having the right to nominate one director each to OPI’s board of directors consisting of three members, with such right being personal to them without regard to their OPI shareholding levels. As a result, OPI’s other shareholders will have no power to change the composition of OPI’s board. See “Description of the OPI Shares—The Board of Directors of OPI”.

SoftBank loaning US$60 million to OPI pursuant to the SoftBank Loan, with OPI in turn paying US$25 million to Renren in conjunction with the asset transfer. The cash to be paid by OPI to Renren will fund part of the Cash Dividend. Under the terms of the loan, among other things, SoftBank is entitled to participate in specified appreciation in the value a portion of the SoFi shares pledged to SoftBank as collateral. See “Debts and Warrant—The SoftBank Loan.”

The ability of DCM and SoftBank to require that OPI distribute to them (or sell on their behalf) their respective pro rata shares of all of those SoFi shares that OPI has not pledged. DCM’s right is unconditional, while SoftBank’s right is subject to certain conditions, primarily repayment in full of the Everbright Loan. See “Debts and Warrant—The SoftBank Loan.”

OPI compensation arrangements. Mr. Chen, Mr. Liu and Mr. Ren will receive compensation for serving as officers of OPI after the Share Distribution Date, which will take the form of (i) the issuance of OPI options in an amount equivalent to their current Renren option holdings and (ii) subject to certain conditions, payment of a carried interest in respect of post-Transaction appreciation on OPI’s non-SoFi investments. See “Directors, Senior Management and Employees—Compensation” and “—Share Incentive Plan.”

Given the integrated nature of the various transactions, some of these arrangements required or may require Renren board or Special Committee approval to implement ahead of the closing of the Transaction. However, the Special Committee did not generally evaluate the fairness of these post-Transactions arrangements and no determination as to the fairness of the Private Placement to the recipients of the OPI Shares in the Private Placement was made. The Special Committee did however consider these arrangements for other purposes including, for example, evaluating Renren’s existing public company reporting obligations, disclosure obligations in the context of the Private Placement and position as an OPI creditor under the Renren Note.

Valuation

Pursuant to an engagement letter dated December 22, 2016, the Special Committee retained Duff & Phelps as its financial advisor to deliver a fairness opinion in connection with the Transaction. Duff & Phelps is an internationally recognized financial services firm that, among other things, is regularly engaged in the investment banking business, including the valuation of businesses and securities in connection with mergers and acquisitions, underwritings and private placements of securities, and other investment banking services.

At the meeting of the Special Committee on April 23, 2018, Duff & Phelps rendered its oral opinion (which was confirmed in writing later that same day) to the Special Committee that, as of such date and based upon and subject to the factors, assumptions, and limitations set forth in its opinion, the Cash Dividend to be received by the Renren shareholders and ADS holders (other than the Eligible Shareholders who waive the Cash Dividend and elect to receive shares of OPI in the Private Placement) in the Transaction is fair from a financial point of view to such holders (without giving effect to any impact of the Transaction on any particular holder of Renren’s ordinary shares or ADSs other than in their capacity as a holder of Renren’s ordinary shares or ADSs). No limitations were imposed by the Special Committee upon Duff & Phelps with respect to the investigations made or procedures followed by it in rendering its opinion.

The full text of the written opinion of Duff & Phelps dated April 23, 2018, which sets forth the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken, is attached hereto as Annex L and is incorporated herein by reference. The summary of the opinion set forth herein is qualified in its entirety by reference to the full text of such opinion. Holders of Renren’s ordinary shares (including ADS holders) are urged to read the opinion in its entirety. Duff & Phelps did not recommend any specific value for OPI or any specific Cash Dividend amount or conclude that the Cash Dividend amount is the appropriate amount of consideration to be received by holders of Renren’s ordinary shares and ADSs that do not acquire OPI Shares in the Private Placement. Duff & Phelps has consented to the inclusion of its opinion in its entirety and the description thereof both in this Offering Circular and in any other filing with the SEC that Renren is required to make under applicable law in connection with the Transaction.

In connection with its opinion, Duff & Phelps made such reviews, analyses and inquiries as it deemed necessary and appropriate under the circumstances. Duff & Phelps also took into account its assessment of general economic, market and financial conditions, as well as its experience in securities and business valuation, in general, and with respect to similar or analogous transactions, in particular. Duff & Phelps’s procedures, investigations, and financial analyses with respect to the preparation of its opinion included, but were not limited to, the items summarized below:

Reviewed the following documents:

◦

Renren’s annual report on Form 20-F filed with the SEC for the year ended December 31, 2016, including the audited financial statements contained therein, and Renren’s unaudited financial information for the nine months ended September 30, 2017 filed with the SEC on Form 6-K;

◦

The unaudited book values recorded by the Company for its investments in SoFi and other Portfolio Companies as of December 31, 2017;

◦

Historical financial statements for SoFi and certain other Portfolio Companies, provided to Duff & Phelps by Renren management;

◦

Unaudited financial statements of the ZenZone business for the years ended December 31, 2015 and December 31, 2016 and December 31, 2017;

◦

A detailed financial projection model for the ZenZone business for the years ending December 31, 2018 through 2021, provided to Duff & Phelps by Renren management, upon which Duff & Phelps has relied, with Renren management’s consent, in performing its analysis (the “Management Projections”);

◦

Other internal documents relating to the past and current operations, financial conditions, and possible future outlook of SoFi, the other Portfolio Companies and the ZenZone business, provided to Duff & Phelps by Renren management (which will also be OPI’s management after completion of the Transaction);

◦

A letter dated April 11, 2018 from Renren’s management making certain representations as to the Management Projections and the underlying assumptions and certain other matters with respect to the Portfolio Companies, the Funds and the ZenZone business (the “Management Representation Letter”); and

◦

Documents related to the Transaction, including this Offering Circular;

Discussed the information referred to above and the background and other elements of the Transaction with Renren management;

Discussed with Renren management (in their capacity as OPI’s post-Transaction management) their plans and intentions with respect to OPI’s management and operations and its assets, including the Portfolio Companies;

Reviewed the historical trading price and trading volume of the Renren ADSs and the publicly traded securities of certain other companies that Duff & Phelps deemed relevant in connection with its analyses;

Performed certain valuation and comparative analyses using generally accepted valuation and analytical techniques including a discounted cash flow analysis (with respect to the ZenZone business), an analysis of selected public companies that Duff & Phelps deemed relevant (in connection with the ZenZone business) and an analysis of selected transactions that Duff & Phelps deemed relevant (including in connection with the ZenZone business); and

Conducted such other analyses and considered such other factors as Duff & Phelps deemed necessary or appropriate.

In performing its analyses and rendering its opinion with respect to the Cash Dividend, Duff & Phelps, with Renren’s and the Special Committee’s consent and without independent verification (and Duff & Phelps does not assume any responsibility or liability for independently verifying any of the following):

1. Relied upon the accuracy, completeness, and fair presentation of all information, data, advice, opinions and representations obtained from public sources or provided to it from private sources, including Renren management;

2. Relied upon the fact that the Special Committee, Renren’s board of directors and Renren have been advised by counsel as to all legal matters with respect to the Transaction, including whether all procedures required by law to be taken in connection with the Transaction have been duly, validly and timely taken;

3. Assumed that any estimates, evaluations, forecasts and projections including, without limitation, the Management Projections, furnished to Duff & Phelps were reasonably prepared and based upon the best currently available information and good faith judgment of the person furnishing the same, and Duff & Phelps expresses no view or opinion with respect to such estimates, evaluations, forecasts or projections or their underlying assumptions;

4. Assumed that (i) the information relating to SoFi, the other Portfolio Companies and Funds, the ZenZone business and the Transaction provided to Duff & Phelps and (ii) the representations made by Renren management regarding SoFi, the other Portfolio Companies, the Funds, the ZenZone business and the Transaction are accurate in all material respects, and did not and do not omit to state a material fact in respect of SoFi, the other Portfolio Companies, the Funds, the ZenZone business and the Transaction necessary to make the information not misleading in light of the circumstances under which the information was provided;

5. Assumed that the representations and warranties set forth in the Offering Circular and in the Management Representation Letter are true and correct and that each party to the Transaction will fully and duly perform all covenants, undertakings and obligations required to be performed by such party;

6. Assumed that the final versions of all documents reviewed by Duff & Phelps in draft form, including this Offering Circular, conform in all material respects to the drafts reviewed;

7. Assumed that application of the Dividend Calculation Formula is fair to the holders of Renren’s ordinary shares and ADSs (other than the Eligible Shareholders who elect to receive shares of OPI in the Private Placement);

8. Assumed that there has been no material change in the assets, liabilities, financial condition, results of operations, business, or prospects of SoFi, the other Portfolio Companies or the Funds or the ZenZone business since the date of the most recent financial statements and other information made available to Duff & Phelps;

9. Assumed that all of the conditions required to implement the Transaction will be satisfied and that the Transaction will be completed in manner outlined in this Offering Circular and related disclosures filed with the SEC with respect to the Transaction without any amendments thereto or any waivers of any terms or conditions thereof, and in a manner that complies in all respects with all applicable laws; and

10. Assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction will be obtained without any undue delay, limitation, restriction or condition that would have a material effect on SoFi, the other Portfolio Companies, the Funds, the ZenZone business or the contemplated benefits expected to be derived in the Transaction.

To the extent that any of the foregoing assumptions or any of the facts on which the opinion is based prove to be untrue in any material respect, the opinion cannot and should not be relied upon for any purpose. Furthermore, in Duff & Phelps’s analysis and in connection with the preparation of its opinion, Duff & Phelps has made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Transaction and as to which Duff & Phelps does not express any view or opinion.

Duff & Phelps has prepared the opinion effective as of April 23, 2018. The opinion is necessarily based upon the information made available to Duff & Phelps as of the date thereof and market, economic, financial and other conditions as they exist and can be evaluated as of the date thereof, and Duff & Phelps disclaims any undertaking or obligation to (i) advise any person of any change in any fact or matter affecting the opinion which may come or be brought to the attention of Duff & Phelps after the date hereof or (ii) update, revise or reaffirm the opinion after the date hereof.

Duff & Phelps did not evaluate the solvency of Renren, OPI, SoFi or any other Portfolio Company or any Fund or the ZenZone business or conduct an independent appraisal or physical inspection of any specific assets or liabilities (contingent or otherwise) of such entity, nor was Duff & Phelps provided with any such appraisal or evaluation other than the contents of the Management Representation Letter. Duff & Phelps did not estimate, and expresses no opinion regarding, the liquidation value of any such entity or business.

Duff & Phelps did not evaluate or conduct any independent analysis with respect to the Dividend Calculation Formula or its underlying assumptions.

Duff & Phelps has not been requested to, and did not (i) initiate any discussions with, or solicit any indications of interest from, third parties with respect to the Transaction, the assets, businesses or operations of Renren, OPI, SoFi, the other Portfolio Companies, the Funds, the ZenZone business or any alternatives to the Transaction, (ii) negotiate the terms of the Transaction or (iii) advise the Special Committee or any other party with respect to alternatives to the Transaction.

Duff & Phelps did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Renren, OPI, SoFi, the other Portfolio Companies, the Funds, or the ZenZone business is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which such entity is or may be a party or is or may be subject.

Duff & Phelps is not expressing any opinion as to the market price or value of Renren’s ordinary shares or ADSs or OPI’s ordinary shares (or anything else) or the value of the equity (or anything else) of Renren, OPI, SoFi, the other Portfolio Companies, the Funds, or the ZenZone business after the announcement or the consummation of the Transaction (or any other time), and the opinion should not be construed as a valuation opinion, a credit rating, a solvency opinion, an analysis of Renren’s, OPI’s SoFi’s, any other Portfolio Company’s or any Fund’s, or the ZenZone advertising agency business’ creditworthiness, tax advice, or accounting advice. Duff & Phelps has not made, and assumes no responsibility to make, any representation, or render any opinion, as to any legal matter. Duff & Phelps expressly disclaims any responsibility or liability in this regard.

In rendering the opinion, Duff & Phelps is not expressing any opinion with respect to the amount or nature or any other aspect of any compensation payable to or to be received by any of the officers, directors, or employees of Renren, OPI, SoFi, the other Portfolio Companies, the Funds or the ZenZone business or any class of such persons, relative to the amount of the Cash Dividend, or with respect to the fairness of any such compensation. Duff & Phelps expresses no opinion as to the fairness of the Transaction to the Eligible Shareholders acquiring OPI Shares in the Private Placement or any post-Transaction arrangements with respect to OPI.

The opinion is furnished for the use and benefit of the Special Committee in connection with its consideration of the Transaction (including payment of the Cash Dividend) and is not intended to, and does not, confer any rights or remedies upon any other person, and is not intended to be used, and may not be used, by any other person or for any other purpose, without Duff & Phelps’s prior written consent. The opinion (i) does not address the merits of the underlying business decision to enter into the Transaction versus any alternative strategy or transaction; (ii) does not address any transaction related to the Transaction; (iii) is not a recommendation as to how the Special Committee, the board of directors of Renren, OPI or any other person including any holder of Renren’s ordinary shares or ADSs should act with respect to any matters relating to the Transaction (including any decision to waive the Cash Dividend and receive the OPI Shares in the Private Placement), or whether to proceed with the Transaction or any element thereof or any related transaction, and (iv) does not indicate that the amount of the Cash Dividend (the calculation of which requires application of the Dividend Calculation Formula) is the best possibly attainable under any circumstances. The decision as to whether to proceed with the Transaction or any related transaction may depend on an assessment of factors unrelated to the financial analysis on which the opinion is based. The opinion should not be construed as creating any fiduciary duty on the part of Duff & Phelps to any party.

Set forth below is a summary of the material analyses performed by Duff & Phelps in connection with the delivery of its opinion to the Special Committee. This summary is qualified in its entirety by reference to the full text of the opinion, attached hereto as Annex L. While this summary describes the analyses and factors that Duff & Phelps deemed material in its presentation to the Special Committee, it is not a comprehensive description of all analyses and factors considered by Duff & Phelps. The preparation of a fairness opinion is a complex process that involves various determinations as to the most appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis. In arriving at its opinion, Duff & Phelps did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Duff & Phelps believes that its analyses must be considered as a whole and that selecting portions of its analyses and of the factors considered by it in rendering the fairness opinion without considering all analyses and factors could create a misleading or incomplete view of the evaluation process underlying its opinion. The conclusion reached by Duff & Phelps was based on all analyses and factors taken as a whole, and also on the application of Duff & Phelps’s own experience and judgment.

Valuation Summary

The “value of OPI” reflects the value of the assets and liabilities of OPI set forth below (each expressed as a range of value), giving effect to the Transaction as if it were consummated on April 23, 2018.

OPI’s principal assets are comprised of (1) Renren’s SoFi investment with a valuation range of US$269 million to US$328 million, (2) the other Investments (namely the other Portfolio Companies and the Funds) with a valuation range of US$380 million to US$412 million, and (3) the ZenZone business with a valuation range of US$27 million to US$35 million.

The valuation range of OPI’s principal assets is US$676 million to US$775 million.

In addition to OPI’s principal assets, the value of OPI also includes (1) cash of US$35 million (reflecting US$60 million to be loaned by SoftBank to OPI, net of US$25 million payable by OPI to Renren as part of the Transaction); and (2) offsetting liabilities and other amounts in respect of debts and accrued interest of US$218 million in respect of the Everbright Loan, the SoftBank Loan and the Renren Note; and (3) estimated present value of OPI post-Transaction overhead expenses of US$5 million to US$9 million.

Applying the foregoing, the value of OPI is US$483 million to US$587 million.

Valuation Methodology

Duff & Phelps classified the 44 Portfolio Companies (including SoFi) and 6 Funds into six categories based on various factors, including the financial performance and current financial situation of each Portfolio Company or Fund, the date of the most recent round of financing in each Portfolio Company or Fund, the type of investment, and other considerations, as described below.

(1) SoFi investment:

In estimating the value of Renren’s SoFi investment, Duff & Phelps:

◦

Reviewed the value indications of SoFi shares from SoFi’s various rounds of financing and the April 2017 third-party tender offer and concurrent last round of financing (described above in “Background and Fairness—Background”);

◦

Reviewed the value indications for SoFi shares from a recent third-party proposal;

◦

Reviewed SoFi’s historical financial performance and recent developments;

◦

Reviewed discounts observed in PIPE transactions and secondary market offering transactions (i.e., transactions in which the sales proceeds are paid to existing selling investors and not the company); and

◦

Considered such other factors as Duff & Phelps deemed appropriate.

Duff & Phelps used the price from SoFi’s most recent round of financing (conducted contemporaneously with the third-party tender offer) as a starting basis for the value of the SoFi investment.

Duff & Phelps then applied a discount to this value in estimating the value of the SoFi investment, as there is typically a discount associated with purchases and sales of large blocks of stock in private companies and secondary sale transactions for private companies.

(2) Other Portfolio Company and Fund Investments

(A) Category I investments:

10 investments;

All investments in Category I have already been written off by Renren and the book values of these investments were zero as of December 31, 2017;

For Credit Shop, Incorporated, Duff & Phelps used a range of zero (which is the current book value) at the low end to the value indicated by a valuation report issued by PwC at high end. For other investments in this category with ongoing operations and revenues, Duff & Phelps used a range of zero (which is the current book value) at the low end to 50% of the initial investment amount at the high end. Investments with no revenues or which are undergoing liquidation processes were included at their book values of zero.

(B) Category II investments:

8 investments;

Renren previously engaged various valuation firms (including the valuation arm of Duff & Phelps) to perform recent valuation analyses of these investments for financial reporting purposes;

Of the 8 Category II investments, the valuation arm of Duff & Phelps performed the valuation analyses for financial reporting purposes related to 4 investments: Omni Prime Inc., Crystal Company, SnowBall Finance Inc., and AutoGo Inc.; and

Duff & Phelps reviewed the valuation reports and adopted the current book value.

18 investments (including 12 Portfolio Companies and 6 Funds);

All investments in this category have a valuation indication from a round of financing or a net asset value report (in the case of a Fund) within approximately one year; and

Duff & Phelps estimated the value of each of these investments using the valuations implied by the latest round of financing, latest transaction, latest trading price or net asset value reports, as applicable, of each Portfolio Company/Fund.

(D) Category IV investments

5 investments;

Because the investments in this category do not have a valuation indication from a recent round of financing or a recent valuation report for financial reporting purposes, Duff & Phelps applied a range of rates of return to the implied valuation from the latest round of financing in order to derive estimated valuation ranges for these investments. Based on the nature and stage of these investments, Duff & Phelps applied a range of rates of return of 20% to 30%.

(E) Category V investments

8 investments;

The investments in Category V include a convertible bond and investments in several Portfolio Companies that have had poor financial performance since the initial investments made by Renren;

For BlueBoard Inc., its book value, which reflects the initial investment amount, was used for the estimated value of the investment. For KoolRay Vision Inc., a range of zero at the low end to 50% of the current book value at the high end was used to estimate the value of the equity interest component and the initial investment amount was used to estimate the convertible bond component. For other investments in this category, Duff & Phelps used a range of zero at the low end to 50% of the current book value at the high end.

In addition, Duff & Phelps applied an overall discount to Category I Investments, Category II Investments, Category III Investments, Category IV Investments and Category V Investments based on considerations for marketability and control, the composition of the investment portfolio and other factors.

Duff & Phelps relied on the following methodologies in estimating the appropriate discount for the above investment portfolio:

◦

A review of private equity secondary market pricing data from secondary interest market intermediaries;

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An analysis of price to net asset value (“NAV”) for listed private equity investment companies; and

◦

A review of price to NAV indications for listed private equity indices.

Because much of the above investment portfolio consists of early-stage or venture capital investments, Duff & Phelps focused primarily on observed discounts to NAV for venture capital funds in selecting a discount to apply to these investments.

Based on the composition of the above investment portfolio and the observations and analysis referenced above (and detailed on the following pages), Duff & Phelps applied a discount to the Category I through Category V investment portfolio of 15%.

(3) The ZenZone business

For the ZenZone business, Duff & Phelps performed a discounted cash flow analysis of the estimated future unlevered free cash flows attributable to the advertising agency business for the fiscal years ending December 31, 2018 through December 31, 2021, with “free cash flow” defined as cash generated by the business that is available either to reinvest or to distribute to security holders. The discounted cash flow analysis was used to determine the net present value of estimated future free cash flows utilizing a weighted average cost of capital as the applicable discount rate. For the purposes of its discounted cash flow analysis, Duff & Phelps utilized and relied upon the Management Projections.

Duff & Phelps estimated the net present value of all cash flows attributable to the advertising agency business after fiscal year 2021 (the “Terminal Value”) using a perpetuity growth formula assuming a 5.5% terminal growth rate, which took into consideration an estimate of the expected long-term growth rate of the Chinese economy and the advertising agency business’s business. Duff & Phelps used discount rates ranging from 16.00% to 19.00%, reflecting Duff & Phelps’s estimate of the advertising agency business’s weighted average cost of capital, to discount the projected free cash flows and the Terminal Value. Duff & Phelps estimated the advertising agency business’s weighted average cost of capital by estimating the weighted average of the advertising agency business’s cost of equity (derived using the capital asset pricing model) and the advertising agency business’s after-tax cost of debt. Duff & Phelps believes that this range of discount rates is consistent with the rate of return that security holders could expect to realize on alternative investment opportunities with similar risk profiles.

Valuation Result

Based on the foregoing analysis, Duff & Phelps estimated the value of OPI is between US$483 million and US$587 million. Duff & Phelps’s opinion was only one of the many factors considered by the Special Committee in its evaluation and approval of the Transaction and should not be viewed as determinative of the views of the Special Committee. See “Background and Fairness.”

Cash Dividend

Renren shareholders who opt not to acquire, or are ineligible to acquire, OPI Shares in the Private Placement will receive the Cash Dividend equal in amount to the OPI Value per OPI Share issued and sold in the Private Placement. The Cash Dividend will be payable to all holders of Renren ordinary shares (including ordinary shares represented by ADSs) as of the Record Date who do not validly waive it. The Cash Dividend has been approved by the Special Committee and will be equal, per Renren ordinary share, to (1) the OPI Value of US$500 million divided by (2) the total number of OPI Shares issued to Eligible Shareholders in the Private Placement, rounded down to the nearest hundredth of a cent. See “Valuation”.

At the date of this Offering Circular, the total number of OPI Shares to be issued in the Private Placement is not known and hence the amount of the Cash Dividend also remains unknown, whether in the aggregate or on a per share or per ADS basis. However, as of April 1, 2018, Renren had 1,034,929,113 outstanding shares (comprised of 729,540,663 Class A and 305,388,450 Class B ordinary shares), and Renren has already received Contractual Commitments from Eligible Shareholders holding an aggregate of 820,273,132 ordinary shares of Renren (or approximately 79.3% of Renren’s outstanding shares as of April 1, 2018) to acquire an equivalent number of OPI Shares in the Private Placement in exchange for waiving their share of the Cash Dividend. We refer to the Eligible Shareholders who have signed Contractual Commitments as the Committed Shareholders.

Based on the figures above, and before deducting any depositary fees payable in connection with the payment of the Cash Dividend in respect of ADSs, we believe that:

the Cash Dividend will range from US$0.4831 per share (or US$7.2465 per ADS), if all shareholders (including ADS holders) of Renren validly elect to waive the Cash Dividend in respect of all of their Renren shares and ADSs, to US$0.6096 per share (or US$9.1440 per ADS), if no additional shareholders (including ADS holders) other than the Committed Shareholders validly elect to waive the Cash Dividend in respect of any of their Renren shares or ADSs; and

the aggregate amount of the Cash Dividend to be paid by Renren in the Transaction will range from zero, if all shareholders (including ADS holders) of Renren validly elect to waive the Cash Dividend in respect of all of their Renren shares and ADSs, to approximately US$131 million, if no additional shareholders (including ADS holders) other than the Committed Shareholders validly elect to waive the Cash Dividend in respect of any of their Renren shares or ADSs.

The payment of the Cash Dividend to ADS holders is subject to a Depositary fee of US$0.02 per ADS held as of the Record Date in respect of which the Offer is not validly accepted. You will not owe any fees to the Depositary in connection with either the Cash Dividend or the OPI Shares to the extent that you hold ordinary shares directly on Renren’s register of members.

Renren will make a separate announcement of the amount of the Cash Dividend payable per Renren ordinary share and the aggregate amount of the Cash Dividend to be paid by Renren in the Transaction on or before the Share Delivery Date.

Each shareholder of Renren that does not waive the Cash Dividend will receive an amount in the Cash Dividend equal to the number of ordinary shares of Renren (including ordinary shares represented by ADSs) held by that Eligible Shareholder as of the Record Date multiplied by the Cash Dividend payable per Renren ordinary share. In the case of a fraction, the aggregate amount payable to the shareholder will be rounded down to the nearest cent. The Cash Dividend will be paid on the Cash Delivery Date, which will be as soon as practicable after the Share Delivery Date.

The aggregate amount of the Cash Dividend to be paid by Renren in the Transaction will affect the trading price of Renren’s ADSs. See “Questions and Answers—31. What effect will the Transaction have on Renren’s ADS price?”

Directors, Senior Management and Employees

The following table sets forth information regarding OPI’s directors and executive officers. Joseph Chen became a director of OPI in September 2017 and the other directors and officers will be appointed on or after the Share Delivery Date.

Name	Age	Position/Title
Joseph Chen	48	Chairman and Chief Executive Officer
David Thévenon	44	Director
James Jian Liu	45	Chief Operating Officer
Thomas Jintao Ren	39	Chief Financial Officer

Joseph Chen is the founder of Renren. Mr. Chen has served as the chairman of Renren’s board of directors and its chief executive officer since its inception. Mr. Chen is a pioneer of China’s internet industry. Before founding Renren, Mr. Chen was the co-founder, chairman and chief executive officer of ChinaRen.com, a first-generation SNS in China and one of China’s most visited websites in 1999. He served as senior vice president for Sohu.com after ChinaRen.com was acquired by Sohu.com in 2000. Mr. Chen holds a bachelor’s degree in physics from the University of Delaware, a master’s degree in engineering from the Massachusetts Institute of Technology, and an M.B.A. degree from Stanford University.

David Thévenon is a partner at SoftBank Investment Advisers. He is also a director of Social Finance, Inc. He has 20 years of strategy and business development experience in the United States, the United Kingdom, and France, with expertise in the technology and telecom sectors. Previously, Mr. Thévenon had a long tenure at Google, as a senior director working with business development teams that manage global partnerships for Google products. Prior to Google, Mr. Thévenon held business development and finance roles at T-Mobile, Dell and Fujitsu. Mr. Thévenon holds a Master in Management from ESCEM School of Business and Management. He currently is a board director for several other companies, including Kabbage, Inc., Grab Inc., Ola Cabs (ANI Technologies Pvt. Ltd.) and Cloudminds Inc.

James Jian Liu has served as Renren’s director since January 2008 and as its chief operating officer since February 2006. Before joining Renren, he was the co-founder and chief executive officer of UUMe.com, one of the earliest social networking service websites in China. He served as product management director at Fortinet in its early years and held a senior product manager role at Siebel Systems. Mr. Liu started his career as a management consultant with the Boston Consulting Group in China. Mr. Liu holds a bachelor’s degree in computer science from Shanghai Jiao Tong University and an M.B.A. degree from Stanford University, where he was an Arjay Miller Scholar.

Thomas Jintao Ren has served as Renren’s chief financial officer since September 2015. Prior to rejoining Renren, Mr. Ren was the chief financial officer at Chukong Technologies. Mr. Ren was previously at Renren between 2005 and 2013, where he served as senior finance director. Prior to that, Mr. Ren had worked at KPMG for five years. Mr. Ren holds a bachelor’s degree in economics from Renmin University of China. He is a certified public accountant in China and the United States and a chartered professional accountant in Canada.

Share Incentive Plan

Before the Share Delivery Date, OPI’s board of directors will approve the Share Incentive Plan. The form of the Share Incentive Plan is attached to this Offering Circular as Annex P. Under the Share Incentive Plan, OPI may grant up to 136,786,121 share options and 6,284,763 restricted shares to directors, officers, employees and consultants of OPI and Renren. OPI will grant all of these share options and restricted shares immediately upon the approval of the Share Incentive Plan. The grantees include directors or employees of Renren who previously had been involved in the selection and/or management of the Investments at Renren or will be involved in the management of the Investments at OPI.

Each grantee will receive the same number and types of grants as the share incentive grants that he or she holds in Renren, and none of these grantees will receive any additional grants in excess of that number.

The distribution of the grants among the recipients is shown in the table below:

Name	Options		Restricted Shares
Joseph Chen		111,596,121		5,643,522
James Jian Liu		24,150,000		—
David Chao		510,000		43,725
Thomas Ren		—		153,780
Li Zengxin		—		112,500
Other employees		530,000		331,686
TOTAL		136,786,121		6,284,763

Since the number of shares issued by OPI to Eligible Shareholders in the Private Placement will depend on how many Eligible Shareholders accept the Offer, the dilution to shareholders of OPI from the incentive share option grants will likewise vary. If only Committed Shareholders accept the Offer, then the number of ordinary shares underlying the incentive share grants would represent approximately 14.9% of the ordinary shares of OPI on a fully diluted basis. If more Eligible Shareholders accept the Offer, then the percentage would be lower, though it would not fall below 12.1% even if every share of Renren were held by an Eligible Shareholder who accepted the Offer. The Cash Dividend payable per Renren ordinary share will be equal to the OPI Value divided by the total number of OPI Shares issued to Eligible Shareholders in the Private Placement. The denominator in this calculation only includes ordinary shares of OPI that are outstanding upon the closing of the Private Placement and does not include the grants that will be made under the Share Incentive Plan.

The exercise price for the share options will be the lower of the exercise price of the corresponding option held by the holder in Renren or the per share value of OPI used in calculating the amount of the Cash Dividend, provided that among the options to be granted to Mr. Joseph Chen, 39,752,430 share options will be granted with an initial exercise price of twice the per share value of OPI. At the time of their issuance, the majority of the OPI share options will have exercise prices that are lower than the per share value of OPI.

Each time that OPI distributes cash or other assets to its shareholders, other than pursuant to DCM’s and SoftBank’s (and Mr. Chen’s) right to early distributions of SoFi shares in kind, the exercise price on each outstanding OPI share option (whether vested or unvested) will be reduced on a per share basis by the per share amount of value distributed until the exercise price has reached zero. However, holders of options will not receive distributions of cash and assets with respect to options that have not been exercised, even if the exercise price of the options has been reduced to zero.

The following paragraphs describe the principal terms of the Share Incentive Plan. However, notwithstanding the terms of the Share Incentive Plan, the grant of any options for the issue of any shares except in accordance with the OPI Shareholders Agreement, the adoption or variation of any share option scheme, and any grants to management under any equity or compensation plan other than the adjustment of exercise price as allowed under the Share Incentive Plan are Member Reserved Matters that require special shareholder approval. See “Reserved Matters”.

Types of Awards and Exercise Prices. The plan permits the grant of options to purchase OPI’s Class A ordinary shares, restricted shares and restricted share units or any other type of awards that the plan administrator deems appropriate.

Options. Options provide for the right to purchase a specified number of OPI’s Class A ordinary shares at a specified price. Options include incentive share options, which are share options which satisfy the requirements of Section 422 of the Internal Revenue Code of 1986, and non-qualified share options, which do not satisfy these requirements.

Restricted Shares. Restricted shares represent the right to receive OPI’s Class A ordinary shares at a specified date in the future. On the maturity date, OPI will transfer to the participant one unrestricted, fully transferable Class A ordinary share for each restricted share.

Plan Administration. OPI’s board of directors or a committee of one or more members of the board of directors will administer the Share Incentive Plan.

Award Agreement. Awards granted under the Share Incentive Plan will be evidenced by an award agreement that sets forth terms, conditions and limitations for each award, which may include the term of the award, the provisions applicable in the event of the grantee&r