ORGANIZATION AND PRINCIPAL ACTIVITIES | 1. ORGANIZATION AND PRINCIPAL ACTIVITIES Renren Inc. was incorporated in the Cayman Islands. The Company, its consolidated subsidiaries, variable interest entities ("VIEs") and VIEs' subsidiaries (collectively referred to as the "Company") are mostly engaged in the business of used car trading which represents the majority of the Company's revenue during the year ended December 31, 2018 and its SaaS business, which includes all-in-one real estate solution provider, Chime, and a 360° real estate marketing and media service provider, Geographic Farming. Prior to 2018, the Company was also engaged in the operation of its social networking internet platform ("SNS") through which it provided online advertising services and internet value-added services ("IVAS") as well as the operation of a financial services platform to provide internet finance services. During the years ended December 31, 2017, the Company gradually stopped providing its internet finance services to focus on its used car business. Additionally, during the year ended December 31, 2018, the Company disposed of its SNS business as well as of OPI as further described below. Disposal of SNS business In December 2018, the Company disposed all of its tangible and intangibles assets related to www.renren.com and its related SNS business. The disposal of its SNS business represents a strategic shift and has a major effect on the Company's results of operations. Accordingly, assets, liabilities, revenues and expenses and cash flows related to the SNS business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all periods presented. The consolidated balance sheet as of December 31, 2017, consolidated statements of operations and consolidated statements of cash flows for the years ended December 31, 2016, 2017 and 2018 have been adjusted to reflect this change. Refer to Note 4 for further details. Disposal of Oak Pacific Investment ("OPI") On April 30, 2018, the Company announced a series of transactions that included a cash dividend by the Company and a private placement by its subsidiary OPI. The OPI transaction was undertaken to reduce the number and aggregate size of the Company's long-term investments. At the time of the disposal, OPI held the Company's ZenZone advertising agency business as well as the majority of the Company's long-term investments. The private placement closed on June 21, 2018 and the Company completed the payment of the special cash dividend shortly thereafter. As a result, the Company deconsolidated OPI on June 21, 2018. The disposal of OPI represents a strategic shift and has a major effect on the Company's results of operations. Accordingly, assets, liabilities, revenues and expenses and cash flows related to OPI have been reclassified in the accompanying consolidated financial statements as discontinued operations for all periods presented. The consolidated balance sheet as of December 31, 2017, consolidated statements of operations and consolidated statements of cash flows for the years ended December 31, 2016, 2017 and 2018 have been adjusted to reflect this change. Refer to Note 4 for further details. The Kaixin Offering On November 2, 2018, Kaixin Auto Group ("Kaixin"), a wholly owned subsidiary of Renren Inc, Kaixing Auto Holidngs ("KAH"), a blank check company formed for the purpose of entering into a business business combination with one or more businesses and listed on the NASAQ stock market (formerly called CM Seven Star Acquisition Corporation) and Renren Inc. agreed to a business combination under the terms of a definitive share exchange agreement (the "Business Comniation"). Pursuant to a series of transactions that closed on April 30, 2019, KAH acquired 100% of the issued and outstanding shares of Kaixin from Renren in exchange for an initial consideration of approximately 28.3 million of KAH shares upon the consummation of the Business Combination. The transaction resulted in Renren Inc. acquiring a controlling interest of KAH. The series of transactions also raised approximately US$28.3 million for Kaixin and resulted in the separate listing of Kaixin on the Nasdaq Stock Market under the ticker symbol KXIN. As of December 31, 2018, Renren Inc.'s subsidiaries, VIEs and VIEs' major subsidiaries are as follows: Later of date Percentage of of incorporation Place of legal ownership Name of Subsidiaries or acquisition incorporation by Renren Inc. Principal activities Subsidiaries: CIAC/ChinaInterActiveCorp ("CIAC") August 5, 2005 Cayman Islands 100 % Investment holding Kaixin Auto Group (formerly named as Renren Wealth Inc.) March 7, 2011 Cayman Islands 100 % Investment holding Link224 Inc. May 31, 2011 Cayman Islands 100 % Investment holding Wole Inc. October 27, 2011 Cayman Islands 100 % Investment holding JiehunChina Inc. ("JiehunChina") June 14, 2011 Cayman Islands 100 % Investment holding Renren Gongying Inc. October 2, 2015 Cayman Islands 100 % Investment holding Renren Finance, Inc. December 15, 2014 Cayman Islands 100 % Internet business Renren CRSP Holdings Inc. October 14, 2016 Cayman Islands 100 % Investment holding Renren PLML Holdings Inc. October 14, 2016 Cayman Islands 100 % Investment holding Renren KURY Holdings Inc. October 14, 2016 Cayman Islands 100 % Inactive company Renren ONER Holdings Inc. October 14, 2016 Cayman Islands 100 % Investment holding Renren BLCR Holdings Inc. October 14, 2016 Cayman Islands 100 % Inactive company Renren ZHCH Holdings Inc. October 14, 2016 Cayman Islands 100 % Inactive company Renren LSTAR Holdings Inc. October 17, 2016 Cayman Islands 100 % Inactive company Renren CHRYPH Holdings Inc. October 31, 2016 Cayman Islands 100 % Inactive company Jet Sound Hong Kong Company Limited May 7, 2011 Hong Kong 100 % Investment holding Renren Game Hong Kong Limited ("Game HK") March 8, 2012 Hong Kong 100 % Investment holding Renren Winday Company Limited. July 26, 2016 Hong Kong 100 % Inactive company Renren Giantly Limited. August 16, 2016 Hong Kong 100 % Investment holding Renren Gentle Height Company Limited. December 7, 2016 Hong Kong 100 % Investment holding Chime Technologies, Inc. September 7, 2012 USA 100 % SaaS business Renren U.S. Holdco, Inc. July, 2017 USA 100 % Investment holding Sindeo Inc. July 3, 2017 USA 100 % Inactive company Geographic Farming LLC Auguest 24, 2017 USA 100 % SaaS business Trucker Path Inc. December 28, 2017 USA 100 % Internet business Lucrativ Inc. January 22, 2018 USA 100 % SaaS business Renren Giantly Philippines Inc. March, 2018 Philippines 100 % SaaS business Qianxiang Shiji Technology Development (Beijing) Co., Ltd. ("Qianxiang Shiji") March 21, 2005 PRC 100 % Investment holding Beijing Woxiu Information Technology Co. Ltd. ("Beijing Woxiu") October 27, 2011 PRC 100 % Investment holding Beijing Jiexun Shiji Technology Development Co., Ltd. ("Jiexun Shiji") April 26, 2012 PRC 100 % Investment holding Renren Huijin (Tianjin) Technology Co., Ltd. ("Huijin") October 10, 2012 PRC 100 % Investment holding Joy Interactive (Beijing) Technology Development Co., Ltd. April 24, 2013 PRC 100 % Investment holding Shanghai Renren Financial Leasing Co., Ltd May 25, 2015 PRC 100 % Financing business Shanghai Renren Automobile Technology Co., Ltd August 18, 2017 PRC 100 % Investment holding Shanghai Zhoushuo Automobile Technology Co., Ltd January 18, 2018 PRC 100 % Investment holding Ji’nan Zhoushuo Yidong Automobile Commerce Co., Ltd January 17, 2018 PRC 70 % Automobile business Suzhou Zhoushuo Lujie Automobile Service Co., Ltd February 7, 2018 PRC 70 % Automobile business Shanghai Lingcong Internet Information Technology Co. Ltd. January 18, 2018 PRC 100 % Investment holding Shanghai Jiexun Automobile Sales Co. Ltd. February 2, 2018 PRC 100 % Investment holding Shanghai Lingding Automobile Technology Co., Ltd. April 12, 2018 PRC 100 % Investment holding Shanghai DingranInformation Technology Co. Ltd. April 12, 2018 PRC 100 % Investment holding Renren Zhenhan Technology Development (Beijing) Co., Ltd November 13, 2017 PRC 100 % Investment holding Variable Interest Entities: Beijing Qianxiang Tiancheng Technology Development Co., Ltd. ("Qianxiang Tiancheng") October 28, 2002 PRC N/A IVAS business Guangzhou Xiuxuan Brokers Co., Ltd.(“Guangzhou Xiuxuan”) September 22, 2014 PRC N/A IVAS business Shanghai Qianxiang Changda Internet Information Technology Development Co., Ltd. ("Shanghai Changda") October 25, 2010 PRC N/A Internet business Shanghai Jieying Automobile Sales Co., Ltd. ("Shanghai Jieying") Feburay 27, 2017 PRC N/A Automobile business Major subsidiaries of Variable Interest Entities: Beijing Qianxiang Wangjing Technology Development Co., Ltd. ("Qianxiang Wangjing") November 11, 2008 PRC N/A Internet business Beijing Wole Shijie Information Technology Co., Ltd. ("Wole Shijie") October 27, 2011 PRC N/A Technology development and service Beijing Kirin Wings Technology Development Co., Ltd. January 16, 2013 PRC N/A Internet business Shanghai Wangjing Commercial Factoring Co., Ltd. July 28, 2015 PRC N/A Factoring business Beijing Jingwei Zhihui Information Technology Co., Ltd. (“Jingwei Zhihui”) March 19, 2014 PRC N/A Internet business Shanghai Wangjing Investment Management Co., Ltd. April 20, 2015 PRC N/A Internet business Shanghai Mumian Interactive Internet Information Service Co., Ltd. June 16, 2016 PRC N/A IVAS business Fenqi Winday Company Limited, February 29, 2016 Hong Kong N/A Internet business Guangzhou Qunge Information Technology Co., Ltd. August 26, 2016 PRC N/A IVAS business Shanghai Heiguo Internet Information Technology Co., Ltd. Feburary 27,2017 PRC N/A Investment holding Renren Zhencai Technology Development (Beijing) Co., Ltd. December 15, 2017 PRC N/A Investment holding Jieying Baolufeng Automobile Sales (Shenyang) Co., Ltd. June 14, 2017 PRC N/A Automobile business Chongqing Jieying Shangyue Automobile Sales Co., Ltd. July 3, 2017 PRC N/A Automobile business Jiangsu Jieying Ruineng Automobile Sales Co., Ltd. May 16, 2017 PRC N/A Automobile business Dalian Yiche Jieying Automobile Sales Co., Ltd. June 27, 2017 PRC N/A Automobile business Henan Jieying Hengxin Automobile Sales Co., Ltd. June 29, 2017 PRC N/A Automobile business Shanxi Jieying Weilan Automobile Sales and Service Co., Ltd. March 13, 2018 PRC N/A Automobile business Shandong Jieying Huaqi Automobile Service Co., Ltd. July 20, 2017 PRC N/A Automobile business Neimenggu Jieying Kaihang Automobile Sales Co., Ltd. July 14, 2017 PRC N/A Automobile business Hangzhou Jieying Yifeng Automobile Sales Co., Ltd. August 1, 2017 PRC N/A Automobile business Jilin Jieying Taocheguan Automobile Sales Co., Ltd. October 31, 2017 PRC N/A Automobile business Suzhou Jieying Chemaishi Automobile Sales Co., Ltd. October 27, 2017 PRC N/A Automobile business Cangzhou Jieying Bole Automobile Sales Co., Ltd. August 10, 2017 PRC N/A Automobile business Shanghai Jieying Diyi Automobile Sales Co., Ltd. October 19, 2017 PRC N/A Automobile business Ningxia Jieying Xianzhi Automobile Sales Co., Ltd. July 26, 2017 PRC N/A Automobile business Wuhan Jieying Chimei Automobile Sales Co., Ltd. November 20, 2017 PRC N/A Automobile business The VIE arrangements PRC regulations currently limit direct foreign ownership of business entities providing automobile sales, value-added telecommunications services, online advertising services and internet services in the PRC where certain licenses are required for the provision of such services. To comply with these PRC regulations, the Company conducts substantially all of its businesses through the VIE Qianxiang Tiancheng as well as its respective subsidiaries. Prior to March 2016, the Company also conducted its business through a VIE Jingwei Zhihui, which became a wholly owned subsidiary of Qianxiang Tiancheng in March 2016. Qianxiang Tiancheng is mainly engaged in the provision of online advertising, IVAS and internet finance services. Jingwei Zhihui is mainly engaged in the provision of internet finance services. From June 2017, the Company also operates the used car trading business through a newly found VIE, Shanghai Jieying. Qianxiang Shiji ("WFOE"), a wholly owned subsidiary of CIAC, and Shanghai Renren Automotive Technology Co., Ltd, or Shanghai Automotive ("WFOE"), a wholly owned subsidiary of Jet Sound Hong Kong Company Limited., entered into a series of contractual arrangements with the VIEs that enable the Company to (1) have power to direct the activities that most significantly affects the economic performance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, the Company is considered the primary beneficiary of the VIEs and has consolidated the VIEs' financial results of operations, assets and liabilities in the Company's consolidated financial statements. In making the conclusion that the Company is the primary beneficiary of the VIEs, the Company believes the Company's rights under the terms of the exclusive option agreement and power of attorney are substantive given the substantive participating rights held by SB Pan Pacific Corporation as it relates to operating matters, which provide it with a substantive kick out right. More specifically, the Company believes the terms of the contractual agreements are valid, binding and enforceable under PRC laws and regulations currently in effect. In particular the Company also believes that the minimum amount of consideration permitted by the applicable PRC law to exercise the exclusive option does not represent a financial barrier or disincentive for the Company to currently exercise its rights under the exclusive option agreement. A simple majority vote of the Company's board of directors is required to pass a resolution to exercise the Company's rights under the exclusive option agreement, for which the consent from Mr. Joe Chen, who holds the most voting interests in the Company and is also the Company's chairman and CEO, is not required. The Company's rights under the exclusive option agreement give the Company the power to control the shareholders of the VIEs and thus the power to direct the activities that most significantly impact the VIEs' economic performance. In addition, the Company's rights under the powers of attorney also reinforce the Company's abilities to direct the activities that most significantly impact the VIEs' economic performance. The Company also believes that this ability to exercise control ensures that the VIEs will continue to execute and renew service agreements and pay service fees to the Company. By charging service fees at the sole discretion of the Company, and by ensuring that service agreements are executed and renewed indefinitely, the Company has the rights to receive substantially all of the economic benefits from the VIEs. The VIEs and their subsidiaries hold the requisite licenses and permits necessary to conduct the Company's business under the current business arrangements. The contractual agreements below provide the Company with the power to direct the activities that most significantly affect the economic performance of the VIEs and enable the Company to receive substantially all of economic benefits and absorb the losses of the VIEs. (1) Power of Attorney: WFOEs hold irrevocable power of attorney executed by the legal owners of the VIEs to exercise their voting rights on, including but not limited to dividend declaration, all matters at meetings of the legal owners of the VIEs and through such power of attorney has the right to control the operations of the VIEs. The power of attorney for Qianxiang Tiancheng will remain in force for ten (2) Business Operations Agreement: The business operations agreements specifically and explicitly grant WFOEs the principal operating decision making rights, such as appointment of the directors and executive management, of the VIEs. The terms of the business operations agreements are ten years and will be extended automatically for another ten years unless the WFOEs provide a 30-day advance written notice to the VIEs and to each of the VIEs' shareholders requesting not to extend the term three months prior to the expiration dates of December 22, 2020 and August 17, 2027, respectively. Neither the VIEs nor any of the VIEs' shareholders may terminate the agreements during the terms or the extensions of the terms. (3) Exclusive Equity Option Agreement : Under the exclusive equity option agreement, the WFOEs have the exclusive right to purchase the equity interests of the VIEs from the registered legal equity owners as far as PRC regulations permit a transfer of legal ownership to foreign ownership. The WFOEs can exercise the purchase right at any portion and any time in the 10-year agreement period. Without the WFOE's consent, the VIEs' shareholders shall not transfer, donate, pledge, or otherwise dispose their equity shareholdings in the VIEs in any way. The equity option agreement will remain in full force and effect until the earlier of: (i) the date on which all of the equity interests in the VIEs have been acquired by the respective WFOE or its designated representative(s); or (ii) the receipt of the 30-day advance written termination notice issued by the respective WFOE to the shareholders of the VIEs. The term of these agreements will be automatically renewed upon the extension of the term of the relevant exclusive equity option agreement. (4) Spousal Consent Agreement: The spouse of each of the shareholders of Qianxiang Tiancheng acknowledged that certain equity interests of Qianxiang Tiancheng held by and registered in the name of his/her spouse will be disposed of pursuant to the equity option agreements. These spouses understand that such equity interests are held by their respective spouse on behalf of Qianxiang Shiji, and they will not take any action to interfere with the disposition of such equity interests, including, without limitation, claiming that such equity interests constitute communal property of marriage. The spouse of each of the shareholders of Shanghai Jieying acknowledged that certain equity interests of Shanghai Jieying, held by and registered in the name of his/her spouse would be disposed of pursuant to the loan agreement, equity option agreement and equity interest pledge agreement of which they were respectively a party, and they will not take any action to interfere with such arrangement, including claiming that such equity interests constitute property or communal property between his/her spouse and himself/herself. (5) Exclusive Technical and Consulting Services Agreement : The WFOEs and registered shareholders irrevocably agree that the WFOEs shall be the exclusive technology service provider to the VIEs in return for a service fee which is determined at the sole discretion of the WFOEs. The term of each of agreement is ten years and will be extended automatically for another ten years unless terminated by the WFOEs. The WFOEs can terminate the agreement at any time by providing a 30-day prior written notice. The VIEs are not permitted to terminate the agreements prior to the expiration of the terms by December 22, 2020 and August 17, 2027, respectively, unless the WFOEs fail to comply with any of their obligations under this agreement and such breach makes the WFOEs unable to continue to perform the agreements. (6) Intellectual Property License Agreement: The WFOEs and registered shareholders agree that the WFOEs shall have the exclusive right to license its intellectual property rights to the VIEs in return for a license fee. The license fee is determined at the discretion of the Company. The term of these agreements will be automatically renewed upon the extension of the term of the relevant intellectual property license agreement. The term of the agreement will be extended for another five years with both parties' consents. The WFOEs may terminate the agreement at any time by providing a 30-day prior written notice. Any party may terminate the agreement immediately with written notice to the other party if the other party materially breaches the relevant agreement and fails to cure its breach within 30 days from the date it receives the written notice specifying its breach from the non-breaching party. The parties will review the agreement every three months and determine if any amendment is needed. (7) Loan Agreements: Under loan agreements between the WFOEs and each of the shareholders of the VIEs, the WFOEs made interest-free loans to the shareholders exclusively for the purpose of the initial capitalization and the subsequent financial needs of the VIEs. The loans can only be repaid with the proceeds derived from the sale of all of the equity interests in the VIEs to the WFOEs or their designated representatives pursuant to the equity option agreements. The term of each of these loans is ten years from the actual drawing down of such loans by the shareholders of the VIEs, and will be automatically extended for another ten years unless a written notice to the contrary is given by the WFOEs to the shareholders of the VIEs three months prior to the expiration of the loan agreements. (8) Equity Interest Pledge Agreement: Shareholders of the VIEs have pledged all of their equity interests in the VIEs with their respective WFOEs and the WFOEs are entitled to certain rights to sell the pledged equity interests through auction or other means if the VIEs or the shareholders default in their obligations under other above-stated agreements. These agreements are substantially the same, and that the equity interest pledge has become effective and will expire on the earlier of: (i) the date on which the VIEs and their shareholders have fully performed their obligations under the loan agreements, the exclusive technical service agreement, the intellectual property right license agreement and the equity option agreements; (ii) the enforcement of the pledge by the WFOEs pursuant to the terms and conditions under this agreement to fully satisfy its rights under such agreements; or (iii) the completion of the transfer of all equity interests of the VIEs by the shareholders of the VIEs to another individual or legal entity designated by the WFOEs pursuant to the equity option agreement and no equity interests of the VIEs are held by such shareholders. Risks in relation to the VIE structure The Company and the Company's legal counsel believe that Qianxiang Shiji's and Shanghai Automotive's contractual arrangements with the VIEs are in compliance with PRC law and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company's ability to enforce these contractual arrangements and if the shareholders of the VIEs were to reduce their interest in the Company, their interests may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIEs not to pay the service fees when required to do so. If the legal structure and contractual arrangements were found to be in violation of PRC laws and regulations, the PRC government could: Revoke the business and operating licenses of the WFOEs, the VIEs and their subsidiaries; Discontinue or restrict the operations of any related-party transactions among the WFOEs, the VIEs and their subsidiaries; Impose fines or other requirements on the WFOEs, the VIEs and their subsidiaries; Require the Company or the WFOEs, the VIEs and their subsidiaries to revise the relevant ownership structure or restructure operations; and/or Restrict or prohibit the Company's use of the proceeds of the additional public offering to finance the Company's business and operations in China. The Company's ability to conduct its business including online advertising, online talent show, other internet value added services, used car trading business and internet finance services may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, the Company may not be able to consolidate the VIEs and the VIEs' subsidiaries in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and the VIEs' subsidiaries and shareholders, and it may lose the ability to receive economic benefits from the VIEs and the VIEs' subsidiaries. Certain shareholders of the VIEs are also shareholders of the Company. The interests of the shareholders of the VIEs may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIEs not to pay the service fees when required to do so. The Company cannot assure that when conflicts of interest arise, shareholders of the VIEs will act in the best interests of the Company or that conflicts of interests will be resolved in the Company's favor. Currently, the Company does not have existing arrangements to address potential conflicts of interest the shareholders of the VIEs may encounter in their capacity as beneficial owners and directors of the VIEs. The Company believes the shareholders of the VIEs will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the current shareholders of the VIEs as beneficial shareholders of the VIEs should they act to the detriment of the Company. The Company relies on the current shareholders of VIEs whom also are directors and executive officers of the Company, to fulfill their fiduciary duties and abide by laws of Cayman Islands and act in the best interest of the Company or that conflicts will be resolved in the Company’s favor. If the Company cannot resolve any conflicts of interest or disputes between the Company and the shareholders of the VIEs, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings. The Company's ability to control the VIEs also depends on the power of attorney that the WFOEs have to vote on all matters requiring shareholder approval in the VIEs. As noted above, the Company believes this power of attorney is legally enforceable but may not be as effective as direct equity ownership. The following financial statement balances and amounts of the Company’s VIEs were included in the accompanying consolidated financial statements after elimination of intercompany balances and transactions between the offshore companies, WFOEs, VIEs and VIEs’ subsidiaries. As of December 31, 2017 and 2018, the balance of the amounts payable by the VIEs and their subsidiaries to the WFOEs related to the service fees were $ nil. As of December 31, 2017 2018 Cash and cash equivalents $ 5,198 $ 9,363 Restricted cash 51 - Accounts receivable, net 1,423 2,215 Financing receivable, net 145 - Inventory 95,012 57,859 Prepaid expenses and other current assets 35,686 46,247 Amounts due from related parties 865 20,008 Assets of discontinued operations - current 15,646 - Total current assets 154,026 135,692 Property and equipment, net 491 489 Long-term investments 11,901 1,900 Goodwill 89,274 64,364 Amounts due from a related party - non-current - 40,000 Restricted cash – non-current 345 363 Other non-current assets 468 747 Assets of discontinued operations – non-current 32,116 - Total non-current assets 134,595 107,863 Total assets $ 288,621 $ 243,555 Accounts payable $ 18,525 $ 6,849 Short-term debt 12,296 29,816 Accrued expenses and other current liabilities 15,644 19,135 Payable to investors 7,153 15 Amounts due to related parties 7,013 28 Deferred revenue 10,108 3,099 Contingent consideration 5,944 11,929 Income tax payable 9,455 10,920 Current liabilities of discontinued operations 3,786 - Total current liabilities 89,924 81,791 Long-term contingent consideration 60,850 88,098 Total non-current liabilities 60,850 88,098 Total liabilities $ 150,774 $ 169,889 Years ended December 31, 2016 2017 2018 Net revenues $ 46,040 $ 153,759 $ 486,388 Loss from continuing operations $ (13,035 ) $ (19,250 ) $ (82,304 ) Loss from discontinued operations $ (18,133 ) $ (22,995 ) $ (5,220 ) Years ended December 31, 2016 2017 2018 Net cash provided by (used in) operating activities $ 68,374 $ (146,911 ) $ (14,403 ) Net cash (used in) provided by investing activities $ (187,621 ) $ 22,943 $ (11,441 ) Net cash provided by financing activities $ 148,080 $ 37,208 $ 27,018 The VIEs contributed an aggregate of 97.0%, 88.1% and 97.6% of the consolidated net revenues for the years ended December 31, 2016, 2017 and 2018, respectively. As of the fiscal years ended December 31, 2017 and 2018, the VIEs accounted for an aggregate of 24.2% and 55.7%, 31.1% and 66.3%, respectively, of the consolidated total liabilities. The assets not associated with the VIEs primarily consist of cash and cash equivalents and long-term investments. There are no consolidated VIEs' assets that are collateral for the VIEs' obligations and can only be used to settle the VIEs' obligations. There are no creditors (or beneficial interest holders) of the VIEs that have recourse to the general credit of the Company or any of its consolidated subsidiaries. There are no terms in any arrangements, considering both explicit arrangements and implicit variable interests, which require the Company or its subsidiaries to provide financial support to the VIEs. However, if the VIEs ever need financial support, the Company or its subsidiaries may, at its option and subject to statutory limits and restrictions, provide financial support to its VIEs through loans to the shareholders of the VIEs or entrustment loans to the VIEs. Relevant PRC laws and regulations restrict the VIEs from transferring a portion of its net assets, equivalent to the balance of its statutory reserve and its share capital, to the Company in the form of loans and advances or cash dividends. Please refer to Note 26 for disclosure of restricted net assets. Consolidated Plans In January 2016 and September 2016, the Company originated the issuance of two Shanghai Renren Finance Leasing Asset-Backed Special Plans, approximating $46.1 million (RMB299.8 million) and $78.5 million (RMB510.6 million), respectively. The Plans are collateralized by certain financing receivables arising from the Company's used car financing business. The plan expired by the end of May 2018. The Plans consist of three tranches: AAA-rated senior securities (covering 68.0% and 70.5% of the total securities issued, respectively) and AA-rated senior securities (covering 10.5% and 11.0% of the total securities issued, respectively) which were purchased by external investors, and subordinate securities (covering 21.5% and 18.5% of the total securities issued, respectively) held by the Company. The Company also provided a guarantee to secure the full repayment of the principal and interest of the external investors in the Plans. The Company holds significant variable interests in the Plans through holding the subordinate securities and the guarantee provided, from which the Company has the right to receive benefits from the Plans that could potentially be significant to the Plans. The Company also has power to direct the activities of the Plans that most significantly impact the economic performance of the Plans by making revolving purchases of underlying financing receivables and providing payment collection services from the underlying financing receivables. Accordingly, the Company is considered the primary beneficiary of the Plans and has consolidated the Plans' assets, liabilities, results of operations, and cash flows in the accompanying consolidated financial statements. The assets of the Plans are not available to creditors of the Company. In addition, the investors of the Plans have no recourse against the assets of the Company. The following financial statement amounts and balances of the Plans were included in the accompanying consolidated financial statements after elimination of intercompany transactions and balances: As of December 31, 2017 2018 Financing receivable, net $ 78,485 $ - Total assets $ 78,485 $ - Accrued expenses and other current liabilities $ 4 $ - Payable to investors 64,087 - Total liabilities $ 64,091 $ - Years ended December 31, 2016 2017 2018 Net revenues - - - Net loss $ 375 $ 91 $ 36 Years ended December 31, 2016 2017 2018 Net cash provided by operating activities - - - Net cash provided by investing activities - - - Net cash provided by financing activities - - - |