DATE [JIAYUAN.COM INTERNATIONAL] 20-F: (Original Filing)
[FORM20-F (Mark One) o OR x OR o OR ote of event requiring this shellmpany report . . . . . . . . . . . . . . . . . . . For the transition period from to Jiayuan.com International Not Applicableyman Islands (Jurisdiction oforporation or organization)] [JIAYUAN.COM INTERNATIONAL 2007 SHAREENTIVE PLAN RESTRICTED SHARES AWARDREEMENT Number of Restricted Shares Being Awarded Purchase Price per Share (if applicable) Not applicable. Awardte , 20 . Vesting 25% 75% The Award shall become vested to Accelerated Vesting The Participant will become 100% vested in this Award upon the first to occur of (i)a Change inntrol] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between BEIJING AIZHENXIN INFORMATION TECHNOLOGYLTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGYLTD. August13 , 20 12 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT Registereddress: Room302, Building No.3, 6 Yangfangdian Road, Haidian District, Beijing Legal representative: Yu ZHANG (B) BEIJING MIYUAN INFORMATION TECHNOLOGY] [Confidential EXCLUSIVE PURCHASE OPTIONREEMENT Regarding BEIJING AIZHENXIN INFORMATION TECHNOLOGYLTD. By and among TAO LU HUI SONG YU ZHANG BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. And BEIJING AIZHENXIN INFORMATION TECHNOLOGYLTD. August13, 2012 EXCLUSIVE PURCHASE OPTIONREEMENTreement China This EXCLUSIVE PURCHASE OPTIONREEMENT (this 1. TAO LU , a citizen of China (Chinese ID No.: 110106197104281814);] [Confidential SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT Regarding BEIJING AIZHENXIN INFORMATION TECHNOLOGYLTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. BEIJING AIZHENXIN INFORMATION TECHNOLOGYLTD. TAO LU HUI SONG And YU ZHANG August13, 2012 SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENTreement China This SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT (the (1) BEIJING MIYUAN INFORMATION TECHNOLOGYLTD.] [Confidential EQUITY PLEDGEREEMENT Regarding BEIJING AIZHENXIN INFORMATION TECHNOLOGYLTD. By and among TAO LU HUI SONG YU ZHANG And BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. August13, 2012 EQUITY PLEDGEREEMENTreement China This EQUITY PLEDGEREEMENT (this TAO LU (1) (2) HUI SONG , a citizen of China YU ZHANG] [Confidential LOANREEMENT By and among TAO LU HUI SONG YU ZHANG And BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. [], 2012 LOANREEMENTreement This LOANREEMENT (this 1. TAO LU , a citizen of China (Chinese ID No.: 110106197104281814); 2. HUI SONG , a citizen of China (Chinese ID No.: 110103197906080933);] [Contract for Retainingecialnsultant Thisntract is made by both parties below in Beijing of December24, 2012 (Effectivete). Party A: Shanghai Huaqianshu Information TechnologyLtd.dress: Room1005, Changxin Building, No.39 Anding Road, Chaoyang District, Beijing Party B: Ms.Gong Haiyan In accordance with related national laws and regulations andhering to the principle of mutual benefit andmmon development, Party A and] [As of March31, 2013 Wholly-Owned Subsidiaries 1. Harperpital a British Virgin Islandsmpany 2. Jiayuan Hong Kongrporation Limited, a Hong Kongmpany 3. Miyuan (Shanghai) Information TechnologyLtd., ampany 4. Beijing Miyuan Information TechnologyLtd., ampany 5. Shanghai Huaqianshu Information TechnologyLtd., ampany] [Certification by the Chief Executive Officer I, Linguang Wu, certify that: 1. I have reviewed this annual report on Form20-F of Jiayuan.com International (thempany); 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Financial Officer I, Shang-Hsiu Koo, certify that: 1. I have reviewed this annual report on Form20-F of Jiayuan.com International (thempany); 2. Based on my knowledge, this report does notntain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light] [Certification by the Chief Executive Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Linguang Wu Chief Executive Officer a12-22243_1ex13d1.htm 12 EX-13.1] [Certification by the Chief Financial Officer (2)The informationntained in the Report fairly presents, inl material respects, the financialndition and results of operations of thempany. Shang-Hsiu Koo Chief Financial Officer a12-22243_1ex13d2.htm 13 EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to theorporation by reference in the Registration Statement on FormS-8 (No.333-184079) of Jiayuan.com International of our reportted April29, 2013 relating to the financial statements and the effectiveness of internalntrol over financial reporting, which appears in this Form20-F.] [[ZHONG LUN LAW FIRM LETTERHEAD] April29, 2013 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing 100029 Peoples Republic of China Ladies and Gentlemen: Yours faithfully Zhong Lun Law FirmNSENT OF ZHONG LUN LAW FIRM. a12-22243_1ex15d2.htm 15 EX-15.2] [Consent of iResearchnsulting April2, 2013 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen: iResearchnsulting herebynsents to references to its name in the annual report on Form20-F of Jiayuan.com International (thempany) for the fiscal year ended December31, 2012 (together with any amendments thereto, the Annual] [Our ref JUH/660390-000001/6008651v1 Direct tel +852 3690-7431 E-mail juno.huang@maplesandcalder.com Jiayuan.com International Room1005, 10 th Floor, ChangXin Plaza No.39 An Ding Road Chao Yang District Beijing, China 29 April2013 Dear Sir Jiayuan.com International (thempany)mpany Form20-F We have acted legalvisers to the laws of theyman Islands to Jiayuan.com International an exempted limited liabilitympanyorporated in theyman Islands (the]