[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]