[FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Jiayuan.com International Ltd. Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Identification No.) Room 1005, Changxin Building Title of each class Name of each exchange on which each to be so registered class is to be registered American depositary shares, each two American depositary shares representing three ordinary]
[FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Jiayuan.com International Ltd. Cayman Islands Not Applicable (State of incorporation or organization) (I.R.S. Employer Identification No.) Room 1005, Changxin Building Title of each class Name of each exchange on which each to be so registered class is to be registered American depositary shares, each two American depositary shares representing three ordinary]
[AMENDMENT NO. 1 TO FormF-1 REGISTRATION STATEMENT Jiayuan.com International Not Applicableyman Islands 7371 Not Applicable Room1005, Changxin Building CTrporation System (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies to:vid S. Wang, Esq.vid T. Zhang, Esq. Approximatete ofmmencement of proposedle to the public:] [SHAREHOLDERSREEMENTTED THIS14THDAYOFMAY2007 BY AND AMONG HARPERPITAL (asmpany) each of the Persons listed onhedule 1 hereto (as Investors) each of the Persons listed onhedule 2 hereto (as Key Holders) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. (as Domesticmpany) FLOWER TREE LIMITED (as Flower Tree) and MI] [PREFERRED SHARE PURCHASEREEMENTTED THIS16THDAYOFAPRIL 2007 BY AND AMONG HARPERPITAL (asmpany) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. (as Domesticmpany) SOUYUAN (SHANGHAI) TECHNOLOGYLTD. (as WFOE) the Persons listed onhedule 1 (as Purchasers) AND the Persons listed onhedule 2 (as Founders) TABLE OFNTENTS Page 1.] [LOANREEMENT This LOANREEMENT is entered into on July10, 2007 in Beijing by and between the following parties: 1. The Lender: MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD. , a limited liabilitympany established and existing under the laws of the with the registereddress at Room1701-9, No.98 Songhu Road, Yangpu District, Shanghai] [Confidential RESTATED LOANREEMENT By and among HAIYAN GONG XU LIU And MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD. January25, 2011 1 RESTATED LOANREEMENTreement This RESTATED LOANREEMENT RESTATEMENT (this 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*); 2. XU LIU, a citizen of China (Chinese ID No.: [*****************]*);] [Confidential AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTIONREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU AND OTHERS MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD. And SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. January25, 2011 1 AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTIONREEMENTreement China This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTIONREEMENT (this] [Confidential AMENDED AND RESTATED EQUITY PLEDGEREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU and OTHERS And MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD. January25, 2011 1 AMENDED AND RESTATED EQUITY PLEDGEREEMENTreement Beijing China This AMENDED AND RESTATED EQUITY PLEDGEREEMENT (this (1) HAIYAN GONG] [Confidential AMENDED AND RESTATED SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD. SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. And HAIYAN GONG XU LIU AND OTHERS January25, 2011 1 AMENDED AND RESTATED SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENTreement China This AMENDED AND RESTATED] [Confidential EXCLUSIVE EQUITY TRANSFER OPTIONREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU AND OTHERS BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. And BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. February17 , 2011 1 EXCLUSIVE PURCHASE OPTIONREEMENTreement China This EXCLUSIVE PURCHASE OPTIONREEMENT (this 1. HAIYAN GONG] [Confidential EQUITY PLEDGEREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU and others And BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. February17, 2011 1 EQUITY PLEDGEREEMENTreement Beijing China This EQUITY PLEDGEREEMENT (this (1) HAIYAN GONG Chinese ID No.: [*****************]* (2) XU LIU Chinese ID No.: [*****************]*] [Confidential SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. HAIYAN GONG And XU LIU And Others February17, 2011 1 SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENTreement China This SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT (the (1)] [Confidential LOANREEMENT By and among HAIYAN GONG YU ZHANG And BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. February17, 2011 1 LOANREEMENTreement This LOANREEMENT (this 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*) 2. YU ZHANG, a citizen of China (Chinese ID No.: [*****************]*); Borrower Borrowers] [2011operationreementntract No.: ON-C-111011-01 Party A: Shanghai Huaqianshu Information Technologydress: Room1114, No.1 Lane 27, Guotai Road, Yangpu District, Shanghai Legal representative: Qian Yongqiang Tel.: 010-64428783 Fax: 010-64422942ntact person: Yang Xiaojing Email: yangxiaojing@jiayuan.com Party B: Beijing Angran TimesvertisingLtd.dress: Room203, No.4 Building, Zijin Digital Park, Zhichun Road, Haidian District, Beijing] [CONTRACT FORVERTISEMENT PUBLISHING AT WWW.HAO123.COMntract No.: 20101227 PARTY A: SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. PARTY B: BEIJING TONGZHOU KUXUN MEDIAVERTISINGLTD. Based on the principles of efficiency and promptness, with regard to matters related to Partyvertisement publishing on the website www.hao123.com, the parties herebyree to the following terms.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormF-1/A of Jiayuan.com International of our reportted March8, 2011, except for Note 19(c), (e)and (f)which are of April20, 2011, relating to thensolidated financial statements of Jiayuan.com International which appears in such Registration Statement. Wesonsent to the reference to]
[FORM8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Jiayuan.com Internationalyman Islands Not Applicable (State oforporation or organization) (I.R.S. Employer Identification No.) Room 1005, Changxin Building Title of each class Name of each exchange on which each to be so registered class is to be registered American depositary shares, each two American depositary shares representing three]
[FORM8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Jiayuan.com Internationalyman Islands Not Applicable (State oforporation or organization) (I.R.S. Employer Identification No.) Room 1005, Changxin Building Title of each class Name of each exchange on which each to be so registered class is to be registered American depositary shares, each two American depositary shares representing three]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS JIAYUAN.COM INTERNATIONAL (Exact name of issuer of deposited securitiesecified in its charter) N/A Theyman Islands ) (Jurisdiction oforporation or organization of issuer CITIBANK, ) (Exact name of depositaryecified in its charter] [DEPOSITREEMENT by and among JIAYUAN.COM INTERNATIONAL AND CITIBANK, Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDERted of ________, 2011 TABLE OFNTENTS Page No. ARTICLE I DEFINITIONS 1 Section 1.1S Recordte 1 Section 1.2 Affiliate 1 Section 1.3] [April 27, 2011 Citibank,R Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen:suming that, at the time of their issuance, the Registration Statement will have been declared effective by the SEC, the Depositreement will have been duly executed and delivered, and the Shares will have been legally issued, we are of the]
[FORM F-6 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS JIAYUAN.COM INTERNATIONAL (Exact name of issuer of deposited securitiesecified in its charter) N/A Theyman Islands ) (Jurisdiction oforporation or organization of issuer CITIBANK, ) (Exact name of depositaryecified in its charter] [DEPOSITREEMENT by and among JIAYUAN.COM INTERNATIONAL AND CITIBANK, Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDERted of ________, 2011 TABLE OFNTENTS Page No. ARTICLE I DEFINITIONS 1 Section 1.1S Recordte 1 Section 1.2 Affiliate 1 Section 1.3] [April 27, 2011 Citibank,R Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen:suming that, at the time of their issuance, the Registration Statement will have been declared effective by the SEC, the Depositreement will have been duly executed and delivered, and the Shares will have been legally issued, we are of the]
[AMENDMENT NO. 1 TO FormF-1 REGISTRATION STATEMENT Jiayuan.com International Not Applicableyman Islands 7371 Not Applicable Room1005, Changxin Building CTrporation System (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies to:vid S. Wang, Esq.vid T. Zhang, Esq. Approximatete ofmmencement of proposedle to the public:] [SHAREHOLDERSREEMENTTED THIS14THDAYOFMAY2007 BY AND AMONG HARPERPITAL (asmpany) each of the Persons listed onhedule 1 hereto (as Investors) each of the Persons listed onhedule 2 hereto (as Key Holders) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. (as Domesticmpany) FLOWER TREE LIMITED (as Flower Tree) and MI] [PREFERRED SHARE PURCHASEREEMENTTED THIS16THDAYOFAPRIL 2007 BY AND AMONG HARPERPITAL (asmpany) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. (as Domesticmpany) SOUYUAN (SHANGHAI) TECHNOLOGYLTD. (as WFOE) the Persons listed onhedule 1 (as Purchasers) AND the Persons listed onhedule 2 (as Founders) TABLE OFNTENTS Page 1.] [LOANREEMENT This LOANREEMENT is entered into on July10, 2007 in Beijing by and between the following parties: 1. The Lender: MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD. , a limited liabilitympany established and existing under the laws of the with the registereddress at Room1701-9, No.98 Songhu Road, Yangpu District, Shanghai] [Confidential RESTATED LOANREEMENT By and among HAIYAN GONG XU LIU And MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD. January25, 2011 1 RESTATED LOANREEMENTreement This RESTATED LOANREEMENT RESTATEMENT (this 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*); 2. XU LIU, a citizen of China (Chinese ID No.: [*****************]*);] [Confidential AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTIONREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU AND OTHERS MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD. And SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. January25, 2011 1 AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTIONREEMENTreement China This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTIONREEMENT (this] [Confidential AMENDED AND RESTATED EQUITY PLEDGEREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU and OTHERS And MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD. January25, 2011 1 AMENDED AND RESTATED EQUITY PLEDGEREEMENTreement Beijing China This AMENDED AND RESTATED EQUITY PLEDGEREEMENT (this (1) HAIYAN GONG] [Confidential AMENDED AND RESTATED SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among MIYUAN (SHANGHAI) INFORMATION TECHNOLOGYLTD. SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. And HAIYAN GONG XU LIU AND OTHERS January25, 2011 1 AMENDED AND RESTATED SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENTreement China This AMENDED AND RESTATED] [Confidential EXCLUSIVE EQUITY TRANSFER OPTIONREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU AND OTHERS BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. And BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. February17 , 2011 1 EXCLUSIVE PURCHASE OPTIONREEMENTreement China This EXCLUSIVE PURCHASE OPTIONREEMENT (this 1. HAIYAN GONG] [Confidential EQUITY PLEDGEREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU and others And BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. February17, 2011 1 EQUITY PLEDGEREEMENTreement Beijing China This EQUITY PLEDGEREEMENT (this (1) HAIYAN GONG Chinese ID No.: [*****************]* (2) XU LIU Chinese ID No.: [*****************]*] [Confidential SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. HAIYAN GONG And XU LIU And Others February17, 2011 1 SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENTreement China This SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT (the (1)] [Confidential LOANREEMENT By and among HAIYAN GONG YU ZHANG And BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. February17, 2011 1 LOANREEMENTreement This LOANREEMENT (this 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*) 2. YU ZHANG, a citizen of China (Chinese ID No.: [*****************]*); Borrower Borrowers] [2011operationreementntract No.: ON-C-111011-01 Party A: Shanghai Huaqianshu Information Technologydress: Room1114, No.1 Lane 27, Guotai Road, Yangpu District, Shanghai Legal representative: Qian Yongqiang Tel.: 010-64428783 Fax: 010-64422942ntact person: Yang Xiaojing Email: yangxiaojing@jiayuan.com Party B: Beijing Angran TimesvertisingLtd.dress: Room203, No.4 Building, Zijin Digital Park, Zhichun Road, Haidian District, Beijing] [CONTRACT FORVERTISEMENT PUBLISHING AT WWW.HAO123.COMntract No.: 20101227 PARTY A: SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. PARTY B: BEIJING TONGZHOU KUXUN MEDIAVERTISINGLTD. Based on the principles of efficiency and promptness, with regard to matters related to Partyvertisement publishing on the website www.hao123.com, the parties herebyree to the following terms.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormF-1/A of Jiayuan.com International of our reportted March8, 2011, except for Note 19(c), (e)and (f)which are of April20, 2011, relating to thensolidated financial statements of Jiayuan.com International which appears in such Registration Statement. Wesonsent to the reference to]
[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] [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] [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] [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] [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] [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 ] [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] [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] [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] [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] [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.] [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] [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] [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] [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] [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] [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] [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.] [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] [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] [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] [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] [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] [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] [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]
[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] [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] [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] [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] [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] [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 ] [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] [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] [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] [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] [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.] [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] [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] [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] [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] [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] [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] [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.] [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] [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] [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] [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] [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] [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] [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]
