[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 Company’s 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 People’s 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 People’s 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 People’s 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 , People’s 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 People’s Republic of China Employment Contract Law of the People’s 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 People’s] [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 People’s] [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 People’s] [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 People’s 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 Company’s] [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 People’s 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 People’s 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 People’s Republic of China] [ ], 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as the PRC counsel]

[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:] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OFSOCIATION OF JIAYUAN.COM INTERNATIONAL THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OFSOCIATION OF JIAYUAN.COM INTERNATIONAL 1 Definitionspitalised terms that are not defined in the Memorandum bear the respective meanings given to them] [THEMPANIES LAW (2010 REVISION) OF THEYMAN ISLANDSMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM AND ARTICLES OFSOCIATION OF JIAYUAN.COM INTERNATIONAL (Adopted by aecial Resolution passed on April20, 2011 and effectivenditional and immediately upon the closing ofmpanys offering of American depositary shares representing its Ordinary Shares on Nasdaq Global Market)] [JIAYUAN.COM INTERNATIONAL Number Share[s]orporated under the laws of theyman Islands Sharepital 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 theove-namedmpany subject to the Memorandum and Articles ofsociation thereof.] [SHAREHOLDERSREEMENTTED JANUARY 26 , 2011 BY AND AMONG JIAYUAN.COM INTERNATIONAL LIMITED (asmpany)hedule 1 the Persons listed on (as Investors)hedule 2 the Persons listed on (as Key Holders) ANDhedule 3 the entities listed on SHAREHOLDERSREEMENT RECITALS WHEREAS , Harper, certain shareholders of the Key Holders,] [Our ref DLK\660390\4477549v1 Direct tel +852 2971 3005 Email jenny.nip@maplesandcalder.com Subject to review and amendment Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District Beijing The Peoples Republic of China [ ] 2011 Dear Sirs Jiayuan.com International 1 Documents Reviewed For the purposes of this opinion, we have reviewed only originals,pies or final drafts] [77100.00003 May, 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen: Very truly yours, 2 EX-8.2 a2203517zex-8_2.htm 7 EX-8.2] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL [Room1005, Changxin Building [], 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 4. Based upon and subject to the foregoing, we are of the opinion that the statements set forth under theption Taxation in the Registration Statement insofar theynstitute statement of tax] [JIAYUAN.COM INTERNATIONAL 2007 SHAREENTIVE PLAN Amended and Restated on March30 , 2011 1. PURPOSE OF PLAN 2. ELIGIBILITY 1 3. PLANMINISTRATION (a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award under this Plan; (c) approve the forms of awardreements (which need not be] [INDEMNIFICATIONREEMENTreementmpany Indemnitee This Indemnificationreement ( RECITALS A. Thempany and Indemnitee recognize thentinued difficulty in obtaining liability insurance for its directors, officers, employees,ents and fiduciaries, the significantreases in thest of such insurance and the general reductions in theverage of such insurance. B.] [CONFIDENTIALITY AND NON-COMPETITIONREEMENT Thisreement is made on , by and between the following Parties in , Peoples Republic of China (China): Party A: Legal representative: Party B: ID:dress: WHEREAS: 1.nfidential Business Information (see below for definition) is the important intangibleset of Party A, and any disclosure of them willuse immeasurable loss to Party A.] [EMPLOYMENTNTRACT Labor Law of the Peoples Republic of China Employmentntract Law of the Peoples Republic of China In accordance with the Basic Information of the Parties to This Employmentntact Party A Legal Representative (principal) or Authorized Representative Registereddress Place of Business Party B Gender Telephone: Household Type (urban or rural)] [Confidential RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGYLTD. A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGYLTD. January25, 2011 RESTATED EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT Registereddress: Room1114, No.1, Lane 127, Guotai Road, Yangpu District, Shanghai Legal representative: Yongqiang QIAN (B)] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER A nd MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGYLTD. January25, 2011 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT (A) SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER ( Party A ) Registereddress: Room201, 202, 203, Building No.9, 970lian Road, Yangpu District, Shanghai] [COOPERATIVE OPERATIONREEMENT by and among MIYUAN ( SHANGHAI ) I NFORMATION TECHNOLOGYLTD. SHANGHAI HUAQIANSHU I NFORMATION TECHNOLOGYLTD. a nd SHANGHAI SHIJI JIAYUAN MATCHMAKING SERVICE CENTER January25, 2011 TABLE OFNTENT 1 .MPANY OPERATION 2 2 . APPOINTMENT OF MANAGEMENTMMITTEE MEMBERS AND KEY EMPLOYEES 5 3 .] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGYLTD. February17 , 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT (A) BEIJING HUAQIANSHU INFORMATION TECHNOLOGYLTD. ( Party A ) Registereddress: Room6552, Building No.3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing] [Confidential EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT By and between BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. A nd BEIJING MIYUAN I NFORMATION TECHNOLOGYLTD. February17, 20 11 EXCLUSIVE TECHNOLOGY LICENSE AND SERVICESREEMENT (A) BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. ( Party A ) Registereddress: Room6551, Building No.3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing] [Wholly-Owned Subsidiaries 1. Harperpital 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 6. Shanghai Shiji Jiayuan Matchmaking Service Center, a privately funded non-enterprise institution] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormF-1 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] [Consent of iResearchnsulting April19, 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen: iResearchnsulting furthernsents tolusion of information,ta and statements from the report entitled iResearch Report on China Onlineting Industry and Market (the Report) in thempanys Registration Statement and SEC Filings, and citation of] [April 20, 2011 Jiayuan.com International Room 1005, Changxin Building, 39 Anding Rd, Chaoyang District, Beijing, China. Subject:WRITTENNSENT OF AMERICAN APPRAISAL CHINA LIMITED In reaching our valuenclusions, we relied on the accuracy andmpleteness of the financial statements and otherta provided by thempany the equity shares of thempany] [April 18 , 2011 Jiayuan.com International Room1005, 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 a2203517zex-23_7.htm 22 EX-23.7] [April 18 , 2011 Jiayuan.com International Room1005, 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 a2203517zex-23_8.htm 23 EX-23.8] [JIAYUAN.COM INTERNATIONALDE OF BUSINESSNDUCT AND ETHICS I. Purpose Thisde is designed to deter wrongdoing and to promote: (i) honest and ethicalnduct,luding the ethical handling of actual or apparentnflicts of interest between personal and professional relationships; (ii) (iii)mpliance with applicable governmental laws, rulesand regulations;] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LIMITED [Room1005, Changxin Building No.39 Anding Road, Chaoyang District Beijing 100029 the Peoples Republic of China] [ ], 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2. 3. Documents In so acting, we have examined the Registration Statement, the originals orpies certified]