Ticker: DATE, Company: JIAYUAN.COM INTERNATIONAL LTD, Type: F-1, Date: 2011-04-20
Original SEC Filing: Click here
Webplus: DATE/20110420/F-1_1/1/000.htm SEC Original: a2203517zf-1.htm
Form F-1 REGISTRATION STATEMENT Jiayuan.com International Ltd. Not Applicable Cayman Islands 7371 Not Applicable Room 1005, Changxin Building CT Corporation System (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David S. Wang, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public: o o o o
Webplus: DATE/20110420/F-1_1/2_EX-3.1/000.htm SEC Original: a2203517zex-3_1.htm
THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF JIAYUAN.COM INTERNATIONAL LTD. THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JIAYUAN.COM INTERNATIONAL LTD. 1 Definitions Capitalised terms that are not defined in the Memorandum bear
Webplus: DATE/20110420/F-1_1/3_EX-3.2/000.htm SEC Original: a2203517zex-3_2.htm
THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF JIAYUAN.COM INTERNATIONAL LTD. (Adopted by a Special Resolution passed on April 20, 2011 and effective conditional and immediately upon the closing of Companys offering of American depositary shares representing its Ordinary Shares on Nasdaq Global Market) THE
Webplus: DATE/20110420/F-1_1/4_EX-4.1/000.htm SEC Original: a2203517zex-4_1.htm
JIAYUAN.COM INTERNATIONAL LTD. Number Share[s] Incorporated under the laws of the Cayman Islands Share capital is US$100,000 divided into 100,000,000 Ordinary Shares of a par value of US$0.001 each THIS IS TO CERTIFY THAT is the registered holder of Share[s] in the above-named Company subject to the Memorandum and Articles of Association thereof. EXECUTED on behalf of the said Company
Webplus: DATE/20110420/F-1_1/5_EX-4.4/000.htm SEC Original: a2203517zex-4_4.htm
SHAREHOLDERS AGREEMENT DATED JANUARY 26 , 2011 BY AND AMONG JIAYUAN.COM INTERNATIONAL LIMITED (as Company) Schedule 1 the Persons listed on (as Investors) Schedule 2 the Persons listed on (as Key Holders) AND Schedule 3 the entities listed on SHAREHOLDERS AGREEMENT Agreement This January 26 , 201 1 , by and among Jiayuan.com International Limited, an exempted company duly incorporated
Webplus: DATE/20110420/F-1_1/6_EX-5.1/000.htm SEC Original: a2203517zex-5_1.htm
Our ref DLK\660390\4477549v1 Direct tel +852 2971 3005 Email jenny.nip@maplesandcalder.com Subject to review and amendment Jiayuan.com International Ltd. Room 1005, Changxin Building No.39 Anding Road Chaoyang District Beijing The Peoples Republic of China [ · ] 2011 Dear Sirs Jiayuan.com International Ltd. Company Registration Statement Commission We have acted as Cayman Islands legal advisers to Jiayuan.com International Ltd. (the
Webplus: DATE/20110420/F-1_1/7_EX-8.2/000.htm SEC Original: a2203517zex-8_2.htm
77100.00003 May , 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen: Company Registration Statement Securities Act Ordinary Shares ADSs Very truly yours, 2 EX-8.2 7 a2203517zex-8_2.htm EX-8.2
Webplus: DATE/20110420/F-1_1/8_EX-8.3/000.htm SEC Original: a2203517zex-8_3.htm
LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LTD. [Room 1005, Changxin Building [ ], 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the Peoples Republic of China (the 2. Company Offering ADSs Ordinary Shares Offered Securities Registration Statement SEC We act as the PRC counsel to Jiayuan.com International Ltd. (the 3. Documents In so acting, we have
Webplus: DATE/20110420/F-1_1/9_EX-10.1/000.htm SEC Original: a2203517zex-10_1.htm
JIAYUAN.COM INTERNATIONAL LTD. 2007 SHARE INCENTIVE PLAN Amended and Restated on March 30 , 2011 1. PURPOSE OF PLAN The purpose of the Jiayuan.com International Ltd. 2007 Share Incentive Plan Company Plan (this organized under the laws of the Cayman Islands Subsidiary Affiliate Control Controlling Controlled Group Board Person ; 2. ELIGIBILITY Eligible Person Securities Act participant The
Webplus: DATE/20110420/F-1_1/10_EX-10.3/000.htm SEC Original: a2203517zex-10_3.htm
INDEMNIFICATION AGREEMENT Agreement Company Indemnitee This Indemnification Agreement ( RECITALS A. The Company and Indemnitee recognize the continued difficulty in obtaining liability insurance for its directors, officers, employees, agents and fiduciaries, the significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. B. The Company and Indemnitee further recognize the substantial increase
Webplus: DATE/20110420/F-1_1/11_EX-10.4/000.htm SEC Original: a2203517zex-10_4.htm
CONFIDENTIALITY AND NON-COMPETITION AGREEMENT This Agreement is made on , by and between the following Parties in , Peoples Republic of China (China): Party A: Legal representative: Party B: ID: Address: WHEREAS: 1. Confidential Business Information (see below for definition) is the important intangible asset of Party A, and any disclosure of them will cause immeasurable loss to Party A.
Webplus: DATE/20110420/F-1_1/12_EX-10.5/000.htm SEC Original: a2203517zex-10_5.htm
EMPLOYMENT CONTRACT Labor Law of the Peoples Republic of China Employment Contract Law of the Peoples Republic of China In accordance with the Basic Information of the Parties to This Employment Contact Party A Legal Representative (principal) or Authorized Representative Registered Address Place of Business Party B Gender Telephone: Household Type (urban or rural) ID number or Other Valid Identity
Webplus: DATE/20110420/F-1_1/13_EX-10.9/000.htm SEC Original: a2203517zex-10_9.htm
Confidential RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGY CO., LTD. January 25, 2011 RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A greement ) is made on January 25, 2011 in
Webplus: DATE/20110420/F-1_1/14_EX-10.10/000.htm SEC Original: a2203517zex-10_10.htm
Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGY CO., LTD. January 25, 2011 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A greement ) is made on January 25, 2011 in Shanghai, the Peoples
Webplus: DATE/20110420/F-1_1/15_EX-10.14/000.htm SEC Original: a2203517zex-10_14.htm
COOPERATIVE OPERATION AGREEMENT by and among MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGY CO., LTD. SHANGHAI HUAQIANSHU I NFORMATION TECHNOLOGY CO., LTD. a nd SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER January 25, 2011 TABLE OF CONTENT 1 . COMPANY OPERATION 2 2 . APPOINTMENT OF MANAGEMENT COMMITTEE MEMBERS AND KEY EMPLOYEES 5 3 . DEFAULT AND TERMINATION 6
Webplus: DATE/20110420/F-1_1/16_EX-10.15/000.htm SEC Original: a2203517zex-10_15.htm
Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGY CO., LTD. February 17 , 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A greement ) is made on February 17, 2011 in Beijing, the Peoples
Webplus: DATE/20110420/F-1_1/17_EX-10.19/000.htm SEC Original: a2203517zex-10_19.htm
Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT By and between BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGY CO., LTD. February 17, 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT T his EXCLUSIVE TECHNOLOGY LICENSE AND SERVICES AGREEMENT ( this A greement ) is made on February 17, 2011 in Beijing, the Peoples
Webplus: DATE/20110420/F-1_1/18_EX-21.1/000.htm SEC Original: a2203517zex-21_1.htm
Wholly-Owned Subsidiaries 1. Harper Capital Inc. 2. Jiayuan Hong Kong Corporation Limited, a Hong Kong Company 3. Miyuan (Shanghai) Information Technology Co., Ltd., a PRC company 4. Beijing Miyuan Information Technology Co., Ltd., a PRC company 5. Shanghai Huaqianshu Information Technology Co., Ltd., a PRC company 6. Shanghai Shiji Jiayuan Matchmaking Service Center, a PRC privately funded non-enterprise institution 7.
Webplus: DATE/20110420/F-1_1/19_EX-23.1/000.htm SEC Original: a2203517zex-23_1.htm
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Jiayuan.com International Ltd. of our report dated March 8, 2011, except for Note 19(c), (e) and (f) which are as of April 20, 2011, relating to the consolidated financial statements of Jiayuan.com International Ltd., which appears in such Registration
Webplus: DATE/20110420/F-1_1/20_EX-23.5/000.htm SEC Original: a2203517zex-23_5.htm
Consent of iResearch Consulting Group April 19, 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen: iResearch Consulting Group further consents to inclusion of information, data and statements from the report entitled iResearch Report on China Online Dating Industry and Market (the Report) in the Companys
Webplus: DATE/20110420/F-1_1/21_EX-23.6/000.htm SEC Original: a2203517zex-23_6.htm
April 20, 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building, 39 Anding Rd, Chaoyang District, Beijing, China. Subject: WRITTEN CONSENT OF AMERICAN APPRAISAL CHINA LIMITED We hereby consent to the references to our name and our final appraisal report s dated April 20, 2011, and addressed to the board of directors of Jiayuan.com International Ltd. (the Company) , and to
Webplus: DATE/20110420/F-1_1/22_EX-23.7/000.htm SEC Original: a2203517zex-23_7.htm
April 18 , 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The Peoples Republic of China (8610) 6442-8783 Ladies and Gentlemen: Sincerely yours, EX-23.7 22 a2203517zex-23_7.htm EX-23.7
Webplus: DATE/20110420/F-1_1/23_EX-23.8/000.htm SEC Original: a2203517zex-23_8.htm
April 18 , 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The Peoples Republic of China (8610) 6442-8783 Ladies and Gentlemen: Sincerely yours, EX-23.8 23 a2203517zex-23_8.htm EX-23.8
Webplus: DATE/20110420/F-1_1/24_EX-99.1/000.htm SEC Original: a2203517zex-99_1.htm
JIAYUAN.COM INTERNATIONAL LTD. CODE OF BUSINESS CONDUCT AND ETHICS I. Purpose This Code is designed to deter wrongdoing and to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; (ii) (iii) compliance with applicable governmental laws, rules and regulations; (iv) prompt internal reporting of violations of the
Webplus: DATE/20110420/F-1_1/25_EX-99.2/000.htm SEC Original: a2203517zex-99_2.htm
LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LIMITED [Room 1005, Changxin Building No. 39 Anding Road, Chaoyang District Beijing 100029 the Peoples Republic of China] [ ], 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the Peoples Republic of China (the 2. Company Offering ADSs Ordinary Shares Offered Securities Registration Statement SEC We act as the PRC counsel
Company Information:
Ticker: DATE, Company: JIAYUAN.COM INTERNATIONAL LTD, Type: F-1, Date: 2011-04-20CIK: 0001511683, Location: F4, SIC: 7374, SIC Desc: SERVICES-COMPUTER PROCESSING & DATA PREPARATION
Business Phone & Address:
15/F ANHUA DEVELOPMENT BUILDING, NO. 35 ANDING ROAD
Chaoyang District, Bejing, PRC 100029
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