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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/15/11 Renren Inc. F-1 41:7.7M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: F-1 Registration Statement of a Foreign Private Issuer HTML 2.69M
2: EX-3.1 Amended and Restated Memorandum and Articles of HTML 316K
Association of the Registrant
3: EX-3.2 Form of Amended and Restated Memorandum HTML 228K
4: EX-4.2 Registrant's Specimen Certificate for Class A HTML 14K
Ordinary Shares
5: EX-4.3 Form of Deposit Agreement HTML 390K
6: EX-4.4 Amended and Restated Voting Agreement HTML 99K
7: EX-4.5 Amended and Restated Right of First Offer and HTML 98K
Co-Sale Agreement
8: EX-4.6 Amended and Restated Investors' Rights Agreement HTML 137K
9: EX-4.7 Agreement Regarding Director Appointment HTML 33K
10: EX-5.1 Form of Opinion of Appleby HTML 75K
11: EX-8.1 Form of Opinion of Skadden, Arps, Slate, Meagher & HTML 19K
Flom LLP
12: EX-8.2 Form of Opinion of Transasia Lawyers HTML 20K
13: EX-8.3 Form of Opinion of Appleby Regarding Certain HTML 25K
Cayman Islands Tax Matters
14: EX-10.1 2006 Equity Incentive Plan HTML 91K
23: EX-10.10 Power of Attorney HTML 21K
24: EX-10.11 Spousal Consents HTML 17K
25: EX-10.12 Amended and Restated Loan Agreements HTML 96K
26: EX-10.13 Amended and Restated Exclusive Technical Service HTML 48K
Agreement
27: EX-10.14 Amended and Restated Intellectual Property Right HTML 63K
License Agreement
28: EX-10.15 Share Purchase Agreement HTML 39K
29: EX-10.16 Series D Securities Purchase Agreement HTML 202K
30: EX-10.17 First Amendment to the Series D Securities HTML 21K
Purchase Agreement
31: EX-10.18 Amended and Restated Series D Preferred Share HTML 77K
Purchase Warrant (2009)
32: EX-10.19 Second Amended and Restated Series D Preferred HTML 76K
Share Purchase Warrant (2010)
15: EX-10.2 2008 Equity Incentive Plan HTML 101K
33: EX-10.20 Form of Subscription Agreement HTML 107K
34: EX-10.21 Form of Registration Rights Agreement HTML 85K
16: EX-10.3 2009 Equity Incentive Plan HTML 93K
17: EX-10.4 2011 Share Incentive Plan HTML 82K
18: EX-10.5 Form of Indemnification Agreement Between the HTML 64K
Registrant
19: EX-10.6 Form of Employment Agreement HTML 79K
20: EX-10.7 Business Operations Agreement HTML 54K
21: EX-10.8 Amended and Restated Equity Option Agreements HTML 97K
22: EX-10.9 Amended and Restated Equity Interest Pledge HTML 123K
Agreements
35: EX-21.1 Subsidiaries of the Registrant HTML 15K
36: EX-23.1 Consent of Deloitte Touche Tohmatsu CPA Ltd. HTML 14K
37: EX-23.5 Consent of Marsh Financial Advisory Services HTML 15K
Limited
38: EX-23.6 Consent of Derek Palaschuk HTML 14K
39: EX-23.7 Consent of Ruigang Li HTML 14K
40: EX-99.1 Code of Business Conduct and Ethics of the HTML 66K
Registrant
41: EX-99.2 Form of Opinion of Transasia Lawyers HTML 46K
| Form of Opinion of Appleby regarding certain Cayman Islands tax matters |
Exhibit 8.3
| FORM OF APPLEBY LEGAL OPINION |
e-mail: | |
| direct dial: Tel: +1 345 814 2953 Fax: +1 345 949 4901 | ||
| RENREN INC. |
||
| appleby ref: AGP/ 311904.0009 | ||
| Dear Sirs |
[…] 2011 |
Renren Inc. (the “Company”)
We have acted as legal counsel in the Cayman Islands to the Company in connection with the offer and sale by the Company of certain Class A ordinary shares of the Company in the form of American Depositary Shares (collectively, the “Shares”), as described in the prospectus contained in the Company’s registration statement on Form F-1 (the “Registration Statement”) to be filed by the Company under the United States Securities Act 1933 with the United States Securities and Exchange Commission (the “Commission”).
For the purposes of this opinion we have examined and relied upon the documents listed, and in some cases defined, in the Schedule to this opinion (“Documents”) and all other relevant facts and circumstances impacting on Cayman Islands law. Unless otherwise defined herein, capitalised terms have the meanings assigned to them in the Registration Statement.
Assumptions
In stating our opinion we have assumed:
| (a) | the authenticity, accuracy and completeness of all the Documents submitted to us and other documents examined by us as originals and the conformity to authentic original documents of all Documents submitted to us and other such documents examined by us as certified, conformed, notarised, faxed, scanned or photostatic copies; and |
Renren Inc
[…] 2011
| (b) | that each of the Documents and other such documents which was received by us by electronic means is complete, intact and in conformity with the transmission as sent; and |
| (c) | that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein; |
Opinion
Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, other than matters which are of a public nature in the Cayman Islands, we are of the opinion that:
| 1. | The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to the Company levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within, the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double taxation treaties, save for a Double Taxation Arrangement with the United Kingdom which was signed on 16 June 2009 Effective in the Cayman Islands from 1 April 2011 for corporation tax, from 6 April 2011 for income tax and capital gains tax and from 15 December 2010 for other taxes. There are no exchange control regulations or currency restrictions in the Cayman Islands apart from standard anti-money laundering legislation. |
Reservations
We have the following reservations:
| (a) | We express no opinion as to any law other than Cayman Islands law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except the Cayman Islands. This opinion is limited to Cayman Islands law as applied by the Courts of the Cayman Islands at the date hereof. |
Renren Inc
[…] 2011
Disclosure
This opinion is rendered at the request of the Company and its security holders in connection with the above matters. This opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable law or the existing facts or circumstances should change. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of this opinion (including discussion of this opinion) and reference to our firm name in the prospectus forming part of the Registration Statement under the caption “Taxation.”
| Yours faithfully |
| Appleby |
SCHEDULE
| 1. | The F1 Registration Statement as filed with the Securities and Exchange Commission on […] 2011 (the “Registration Statement”). |
| 2. | Certified copies of (i) the Company’s Amended and Restated Memorandum of Association and Amended and Restated Articles of Association adopted by special resolution passed on 13 December 2010 for the Company (the “Memorandum and Articles of Association”); and (ii) certified copies of the Memorandum and Articles of Association of the Company which will become effective upon completion of the Company’s initial public offering and which were adopted by special resolution of the shareholders on […] 2011 (the “Post IPO Memorandum and Articles” and together with the Memorandum and Articles of Association, the “Constitutional Documents”); |
| 3. | A Certificate of Good Standing, dated […] 2011 issued by the Registrar of Companies in respect of the Company; |
| 4. | A copy of the Register of Directors and Officers in respect of the Company; |
| 5. | A copy of the Register of Ordinary Shareholders of the Company, a copy of the Register of Series A Preferred Shareholders of the Company, a copy of the Register of Series B Preferred Shareholders of the Company, a copy of the Register of Series C Preferred Shareholders of the Company and a copy of the Register of Series D Preferred Shareholders of the Company (collectively, the “Register of Members”). |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/03/24 Moatable, Inc. 10-K 12/31/23 109:15M Toppan Merrill/FA2 5/18/23 Moatable, Inc. 10-Q 3/31/23 63:7.4M Toppan Merrill/FA2 3/31/23 Moatable, Inc. 10-K 12/31/22 128:16M Toppan Merrill/FA2 6/24/22 Moatable, Inc. 20-F/A 12/31/21 17:1.3M Toppan Merrill/FA 5/02/22 Moatable, Inc. 20-F 12/31/21 113:18M Toppan Merrill/FA2 5/27/21 Moatable, Inc. 20-F 12/31/20 121:17M Toppan Merrill/FA |