DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: (Original Filing)

[AMENDMENT NO. 2 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:] [LOANREEMENTreement This LOANREEMENT (this 1. JIAYUAN HONG KONGRPORATIONLIMITED Borrower , a limited liabilitympanyorporated under the laws of Hong Kong, with the registereddress at Suite1505, World-wide House, 19 Des Voeus Road Central, Hong Kong (hereinafter referred to the 2. HAIYAN GONG Lender , Chinese ID No.: [*****************]* (hereinafter referred to the] [Confidential EXCLUSIVE PURCHASE OPTIONREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU AND OTHERS BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. And BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. February17 , 2011 1 EXCLUSIVE PURCHASE OPTIONREEMENTreement China This EXCLUSIVE PURCHASE OPTIONREEMENT (this 1.] [Confidential EQUITY PLEDGEREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU and others And BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. February17, 2011 1 EQUITY PLEDGEREEMENT This EQUITY PLEDGEREEMENTreement China (this (1) HAIYAN GONG Chinese ID No.: [*****************]* (2) XU LIU Chinese ID No.: [*****************]*] [Confidential SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. And HAIYAN GONG And XU LIU And Others February17, 2011 1 SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT Thisreement China SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT (the] [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] [Confidentialntract Transferreement BY AND BETWEEN: Haiyan Gong, Xu Liu, Yu Zhang,etc. and Beijing Miyuan Information TechnologyLtd. and Miyuan (Shanghai) Information TechnologyLtd. April5, 2011ntract Transferreement thisreement THISNTRACT TRANSFERREEMENT ( 1. Gong Haiyan, a citizen (ID number: [*****************]*); 2. Liu Xu, a citizen (ID number: [*****************]*);]

DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: AMENDMENT NO. 2 TO FormF-1 REGISTRATION STATEMENT Jiayuan.com

[AMENDMENT NO. 2 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:] [LOANREEMENTreement This LOANREEMENT (this 1. JIAYUAN HONG KONGRPORATIONLIMITED Borrower , a limited liabilitympanyorporated under the laws of Hong Kong, with the registereddress at Suite1505, World-wide House, 19 Des Voeus Road Central, Hong Kong (hereinafter referred to the 2. HAIYAN GONG Lender , Chinese ID No.: [*****************]* (hereinafter referred to the] [Confidential EXCLUSIVE PURCHASE OPTIONREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU AND OTHERS BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. And BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. February17 , 2011 1 EXCLUSIVE PURCHASE OPTIONREEMENTreement China This EXCLUSIVE PURCHASE OPTIONREEMENT (this 1.] [Confidential EQUITY PLEDGEREEMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. By and among HAIYAN GONG XU LIU and others And BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. February17, 2011 1 EQUITY PLEDGEREEMENT This EQUITY PLEDGEREEMENTreement China (this (1) HAIYAN GONG Chinese ID No.: [*****************]* (2) XU LIU Chinese ID No.: [*****************]*] [Confidential SHAREHOLDERS VOTING RIGHTS ENTRUSTMENT Regarding BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGYLTD. BEIJING SHIJI XIQUE INFORMATION TECHNOLOGYLTD. And HAIYAN GONG And XU LIU And Others February17, 2011 1 SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT Thisreement China SHAREHOLDERS VOTING RIGHTS ENTRUSTMENTREEMENT (the] [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] [Confidentialntract Transferreement BY AND BETWEEN: Haiyan Gong, Xu Liu, Yu Zhang,etc. and Beijing Miyuan Information TechnologyLtd. and Miyuan (Shanghai) Information TechnologyLtd. April5, 2011ntract Transferreement thisreement THISNTRACT TRANSFERREEMENT ( 1. Gong Haiyan, a citizen (ID number: [*****************]*); 2. Liu Xu, a citizen (ID number: [*****************]*);]

RENN [Renren] F-1/A: PROSPECTUS (SUBJECT TO COMPLETION) ISSUED May 2, 2011

[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED May 2, 2011 53,100,000 American Depositary Shares Renren Inc. Representing 159,300,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Renren Inc. Each ADS represents three Class A ordinary shares of Renren Inc., par value US$0.001 per share. We are offering 42,898,711 ADSs, and the selling shareholders] [159,300,000 Class A ordinary shares RENREN INC. CLASS A ORDINARY SHARES, PAR VALUE US$0.001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENT May May Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London, E14 4QA United Kingdom Deutsche Bank Securities Inc. 60 Wall Street New York, NY, 10005 and Credit Suisse Securities (USA) LLC] [Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China e-mail: sbanks@applebyglobal.com direct dial: Tel: Fax: appleby ref: SB/311904.0009 Dear Sirs 2 May 2011 Renren Inc. (the “Company”) Offering Option Shares ADSs “Prospectus” “Registration Statement” Commission This opinion as to Cayman Islands law is addressed to you in connection with the] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] May 2, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China American Depositary Shares of Renren Inc. (the “Company”) Re: Ladies and Gentlemen: In connection with rendering the opinion set forth below, we have examined and relied on originals or] [2 May, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion on PRC Tax Matters We are lawyers qualified in the People’s Republic of China (the “PRC”, for purposes of this legal opinion, excluding the Hong Kong Special Administrative Region, Macau Special Administrative] [e-mail: Renren Inc sbanks@applebyglobal.com 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China direct dial: Tel: Fax: appleby ref: SB/311904.0009 Dear Sirs 2 May 2011 Renren Inc. (the “Company”) Shares Registration Statement Commission We have acted as legal counsel in the Cayman Islands to the Company in connection with the offer and] [FORM OF EMPLOYMENT AGREEMENT* Agreement” Company Executive This EMPLOYMENT AGREEMENT (the “ RECITALS WHEREAS, the Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below) and under the terms and conditions of the Agreement; WHEREAS, the Executive desires to be employed by the Company during the] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ (1) Company Renren Inc., a company incorporated in the Cayman Islands (the “ (2) Purchaser Purchasers Party, Parties each of the parties set forth in W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration statement on Form] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 5 to Registration Statement (Registration No. 333-173548) on Form F-1 of our report dated April 15, 2011 relating to the consolidated financial statements of Renren Inc. and its subsidiaries and variable interest entities as of December 31, 2009 and 2010, and for the each] [April 15, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China +86 (10) 8448-1818 Ladies and Gentlemen: Sincerely yours, 1 EX-23.6 10 dex236.htm CONSENT OF RUIGANG LI] [2 May, 2011 Renren Inc. 23/F, Jing An Center 8 North Third Ring Road East Beijing, 100028 The People’s Republic of China Ladies and Gentlemen, Re: Legal Opinion We are lawyers qualified in the People’s Republic of China (the “PRC”) and are qualified to issue opinions on PRC Laws (as defined in Section I). For the purpose of this legal]

RENN [Renren] F-1/A: (Original Filing)

[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED APRIL 29, 2011 53,100,000 American Depositary Shares Renren Inc. Representing 159,300,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Renren Inc. Each ADS represents three Class A ordinary shares of Renren Inc., par value US$0.001 per share. We are offering 42,898,711 ADSs, and the selling shareholders] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 4 to Registration Statement (Registration No. 333-173548) on Form F-1 of our report dated April 15, 2011 relating to the consolidated financial statements of Renren Inc. and its subsidiaries and variable interest entities as of December 31, 2009 and 2010, and for the each]

RENN [Renren] F-1/A: PROSPECTUS (SUBJECT TO COMPLETION) ISSUED APRIL 29, 2011

[PROSPECTUS (SUBJECT TO COMPLETION) ISSUED APRIL 29, 2011 53,100,000 American Depositary Shares Renren Inc. Representing 159,300,000 Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Renren Inc. Each ADS represents three Class A ordinary shares of Renren Inc., par value US$0.001 per share. We are offering 42,898,711 ADSs, and the selling shareholders] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the use in this Amendment No. 4 to Registration Statement (Registration No. 333-173548) on Form F-1 of our report dated April 15, 2011 relating to the consolidated financial statements of Renren Inc. and its subsidiaries and variable interest entities as of December 31, 2009 and 2010, and for the each]

DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: (Original Filing)

[AMENDMENT NO. 1 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:] [SHAREHOLDERS’ AGREEMENT DATED THIS 14TH DAY OF MAY 2007 BY AND AMONG HARPER CAPITAL INC. (as “Company”) each of the Persons listed on Schedule 1 hereto (as “Investors”) each of the Persons listed on Schedule 2 hereto (as “Key Holders”) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. (as “Domestic Company”) FLOWER TREE LIMITED (as “Flower Tree”) and MI YUAN (SHANGHAI) INFORMATION] [PREFERRED SHARE PURCHASE AGREEMENT DATED THIS 16TH DAY OF APRIL 2007 BY AND AMONG HARPER CAPITAL INC. (as “Company”) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. (as “Domestic Company”) SOUYUAN (SHANGHAI) TECHNOLOGY CO., LTD. (as “WFOE”) the Persons listed on Schedule 1 (as “Purchasers”) AND the Persons listed on Schedule 2 (as “Founders”) TABLE OF CONTENTS Page 1. PURCHASE AND SALE] [LOAN AGREEMENT This LOAN AGREEMENT is entered into on July 10, 2007 in Beijing by and between the following parties: 1. The Lender: MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. , a limited liability company established and existing under the laws of the PRC, with the registered address at Room 1701-9, No. 98 Songhu Road, Yangpu District, Shanghai 2. The Borrower:] [Confidential RESTATED LOAN AGREEMENT By and among HAIYAN GONG XU LIU And MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. January 25, 2011 1 RESTATED LOAN AGREEMENT Agreement This RESTATED LOAN AGREEMENT RESTATEMENT (this “ 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*); 2. XU LIU, a citizen of China (Chinese ID No.: [*****************]*); Borrowers Borrower (Haiyan Gong] [Confidential AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU AND OTHERS MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. And SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. January 25, 2011 1 AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement China PRC This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT (this] [Confidential AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU and OTHERS And MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. January 25, 2011 1 AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Agreement Beijing China PRC This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “ (1) HAIYAN GONG Chinese ID No.: [*****************]*] [Confidential AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. And HAIYAN GONG XU LIU AND OTHERS January 25, 2011 1 AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Agreement China PRC This AMENDED AND RESTATED (1) MIYUAN (SHANGHAI)] [Confidential EXCLUSIVE EQUITY TRANSFER OPTION AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU AND OTHERS BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. And BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. February 17 , 2011 1 EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement China PRC This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “ 1. HAIYAN GONG , a citizen] [Confidential EQUITY PLEDGE AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU and others And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. February 17, 2011 1 EQUITY PLEDGE AGREEMENT Agreement Beijing China PRC This EQUITY PLEDGE AGREEMENT (this “ (1) HAIYAN GONG Chinese ID No.: [*****************]* (2) XU LIU Chinese ID No.: [*****************]* (3) YONGQIANG] [Confidential SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. HAIYAN GONG And XU LIU And Others February 17, 2011 1 SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Agreement China PRC This SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “ (1) BEIJING MIYUAN INFORMATION TECHNOLOGY] [Confidential LOAN AGREEMENT By and among HAIYAN GONG YU ZHANG And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. February 17, 2011 1 LOAN AGREEMENT Agreement This LOAN AGREEMENT (this “ 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*) 2. YU ZHANG, a citizen of China (Chinese ID No.: [*****************]*); Borrower Borrowers (Hereinafter individually referred to as a] [2011 Cooperation Agreement Contract No.: ON-C-111011-01 Party A: Shanghai Huaqianshu Information Technology Co., Ltd. Address: Room 1114, No.1 Lane 27, Guotai Road, Yangpu District, Shanghai Legal representative: Qian Yongqiang Tel.: 010-64428783 Fax: 010-64422942 Contact person: Yang Xiaojing Email: yangxiaojing@jiayuan.com Party B: Beijing Angran Times Advertising Co., Ltd. Address: Room 203, No.4 Building, Zijin Digital Park, Zhichun Road, Haidian District, Beijing] [CONTRACT FOR ADVERTISEMENT PUBLISHING AT WWW.HAO123.COM Contract No.: 20101227 PARTY A: SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. PARTY B: BEIJING TONGZHOU KUXUN MEDIA ADVERTISING CO., LTD. Based on the principles of efficiency and promptness, with regard to matters related to Party A’s advertisement publishing on the website www.hao123.com, the parties hereby agree to the following terms. ARTICLE I. DETAILS OF] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1/A 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]

DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: AMENDMENT NO. 1 TO Form F-1 REGISTRATION STATEMENT

[AMENDMENT NO. 1 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:] [SHAREHOLDERS’ AGREEMENT DATED THIS 14TH DAY OF MAY 2007 BY AND AMONG HARPER CAPITAL INC. (as “Company”) each of the Persons listed on Schedule 1 hereto (as “Investors”) each of the Persons listed on Schedule 2 hereto (as “Key Holders”) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. (as “Domestic Company”) FLOWER TREE LIMITED (as “Flower Tree”) and MI YUAN (SHANGHAI) INFORMATION] [PREFERRED SHARE PURCHASE AGREEMENT DATED THIS 16TH DAY OF APRIL 2007 BY AND AMONG HARPER CAPITAL INC. (as “Company”) SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. (as “Domestic Company”) SOUYUAN (SHANGHAI) TECHNOLOGY CO., LTD. (as “WFOE”) the Persons listed on Schedule 1 (as “Purchasers”) AND the Persons listed on Schedule 2 (as “Founders”) TABLE OF CONTENTS Page 1. PURCHASE AND SALE] [LOAN AGREEMENT This LOAN AGREEMENT is entered into on July 10, 2007 in Beijing by and between the following parties: 1. The Lender: MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. , a limited liability company established and existing under the laws of the PRC, with the registered address at Room 1701-9, No. 98 Songhu Road, Yangpu District, Shanghai 2. The Borrower:] [Confidential RESTATED LOAN AGREEMENT By and among HAIYAN GONG XU LIU And MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. January 25, 2011 1 RESTATED LOAN AGREEMENT Agreement This RESTATED LOAN AGREEMENT RESTATEMENT (this “ 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*); 2. XU LIU, a citizen of China (Chinese ID No.: [*****************]*); Borrowers Borrower (Haiyan Gong] [Confidential AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU AND OTHERS MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. And SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. January 25, 2011 1 AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement China PRC This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT (this] [Confidential AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU and OTHERS And MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. January 25, 2011 1 AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT Agreement Beijing China PRC This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT (this “ (1) HAIYAN GONG Chinese ID No.: [*****************]*] [Confidential AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. And HAIYAN GONG XU LIU AND OTHERS January 25, 2011 1 AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Agreement China PRC This AMENDED AND RESTATED (1) MIYUAN (SHANGHAI)] [Confidential EXCLUSIVE EQUITY TRANSFER OPTION AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU AND OTHERS BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. And BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. February 17 , 2011 1 EXCLUSIVE PURCHASE OPTION AGREEMENT Agreement China PRC This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “ 1. HAIYAN GONG , a citizen] [Confidential EQUITY PLEDGE AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among HAIYAN GONG XU LIU and others And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. February 17, 2011 1 EQUITY PLEDGE AGREEMENT Agreement Beijing China PRC This EQUITY PLEDGE AGREEMENT (this “ (1) HAIYAN GONG Chinese ID No.: [*****************]* (2) XU LIU Chinese ID No.: [*****************]* (3) YONGQIANG] [Confidential SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Regarding BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. By and among BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. HAIYAN GONG And XU LIU And Others February 17, 2011 1 SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT Agreement China PRC This SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “ (1) BEIJING MIYUAN INFORMATION TECHNOLOGY] [Confidential LOAN AGREEMENT By and among HAIYAN GONG YU ZHANG And BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. February 17, 2011 1 LOAN AGREEMENT Agreement This LOAN AGREEMENT (this “ 1. HAIYAN GONG , a citizen of China (Chinese ID No.: [*****************]*) 2. YU ZHANG, a citizen of China (Chinese ID No.: [*****************]*); Borrower Borrowers (Hereinafter individually referred to as a] [2011 Cooperation Agreement Contract No.: ON-C-111011-01 Party A: Shanghai Huaqianshu Information Technology Co., Ltd. Address: Room 1114, No.1 Lane 27, Guotai Road, Yangpu District, Shanghai Legal representative: Qian Yongqiang Tel.: 010-64428783 Fax: 010-64422942 Contact person: Yang Xiaojing Email: yangxiaojing@jiayuan.com Party B: Beijing Angran Times Advertising Co., Ltd. Address: Room 203, No.4 Building, Zijin Digital Park, Zhichun Road, Haidian District, Beijing] [CONTRACT FOR ADVERTISEMENT PUBLISHING AT WWW.HAO123.COM Contract No.: 20101227 PARTY A: SHANGHAI HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. PARTY B: BEIJING TONGZHOU KUXUN MEDIA ADVERTISING CO., LTD. Based on the principles of efficiency and promptness, with regard to matters related to Party A’s advertisement publishing on the website www.hao123.com, the parties hereby agree to the following terms. ARTICLE I. DETAILS OF] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1/A 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]

ZX [China Zenix Auto International] F-1/A: (Original Filing)

[¨ ¨ CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities to be Registered (3) Proposed Maximum Aggregate (4) Amount of Ordinary shares, par value US$0.0001 per ordinary share US$250,000,000 US$29,025 (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-173588).] [12,900,000 American Depositary Shares representing 51,600,000 Ordinary Shares, par value US$0.0001 per Ordinary Share China Zenix Auto International Limited UNDERWRITING AGREEMENT May , 2011 May , 2011 Morgan Stanley & Co. International plc 25 Cabot Square, Canary Wharf London, E14 4QA United Kingdom Schedule I As Representative of the several Underwriters named in Ladies and Gentlemen: Company Schedule I Underwriters] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the heading “Selected Consolidated Financial Data” and “Experts” in such Prospectus. Hong Kong April 27, 2011 EX-23.1 3 dex231.htm CONSENT OF DELOITTE TOUCH TOHMATSU]

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DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: (Original Filing)

[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]

DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: AMENDMENT NO. 1 TO FormF-1 REGISTRATION STATEMENT Jiayuan.com

[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]

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