| As filed with the Securities and Exchange Commission on April 27, 2011 | Registration No. 333 - |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
JIAYUAN.COM INTERNATIONAL LTD.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
The Cayman Islands
(Jurisdiction of incorporation or organization of issuer)
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
399 Park Avenue
New York, New York 10043
(212) 816-6690
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, New York 10011
(212) 894-8940
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David S. Wang, Esq. Steven D. Winegar, Esq. Paul, Hastings, Janofsky & Walker LLP 35th Floor, Park Place 1601 Nanjing West Road Shanghai 200040 China (8621) 6103-2900 | Herman H. Raspé, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 (212) 336-2301 |
| It is proposed that this filing become effective under Rule 466: | o immediately upon filing. o on (Date) at (Time). |
If a separate registration statement has been filed to register the deposited shares, check the following box : x
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | Amount to be Registered | Proposed Maximum Aggregate Price Per Unit* | Proposed Maximum Aggregate Offering Price** | Amount of Registration Fee |
American Depositary Shares, every two (2) ADSs representing the right to receive three (3) ordinary shares of Jiayuan.com International Ltd. | 100,000,000 American Depositary Shares | $5.00 | $5,000,000 | $580.50 |
| * | Each unit represents 100 American Depositary Shares. |
| ** | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Shares. |
| The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
| Location in Form of American | |||||
| Depositary Receipt (“Receipt”) | |||||
| Item Number and Caption | Filed Herewith as Prospectus | ||||
| 1. | Name of Depositary and address of its principal | Face of Receipt - Introductory Article. | |||
| executive office | |||||
| 2. | Title of Receipts and identity of deposited | Face of Receipt - Top Center. | |||
| securities | |||||
| Terms of Deposit: | |||||
| (i) | The amount of deposited securities | Face of Receipt - Upper right corner. | |||
| represented by one American Depositary | |||||
| Share ("ADSs") | |||||
| (ii) | The procedure for voting, if any, the | Reverse of Receipt - Paragraphs (16) | |||
| deposited securities | and (17). | ||||
| (iii) | The collection and distribution of | Reverse of Receipt - Paragraph (14). | |||
| dividends | |||||
| (iv) | The transmission of notices, reports and | Face of Receipt - Paragraph (13); | |||
| proxy soliciting material | Reverse of Receipt - Paragraph (16). | ||||
| (v) | The sale or exercise of rights | Reverse of Receipt – Paragraphs (14) | |||
| and (16). | |||||
| (vi) | The deposit or sale of securities resulting | Face of Receipt - Paragraphs (3) and (6); | |||
| from dividends, splits or plans of | Reverse of Receipt - Paragraphs (14) and | ||||
| reorganization | (18). | ||||
| (vii) | Amendment, extension or termination of | Reverse of Receipt - Paragraphs (22) and | |||
| the deposit agreement | (23) (no provision for extensions). | ||||
| (viii) | Rights of holders of Receipts to inspect | Face of Receipt - Paragraph (13). | |||
| the transfer books of the Depositary and | |||||
| the list of holders of ADSs | |||||
| (ix) | Restrictions upon the right to deposit or | Face of Receipt – Paragraphs (2), (3), (4), | |||
| withdraw the underlying securities | (6), (7), (9) and (10). | ||||
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| Location in Form of American | ||||
| Depositary Receipt (“Receipt”) | ||||
| Item Number and Caption | Filed Herewith as Prospectus | |||
| (x) | Limitation upon the liability of the | Face of Receipt - Paragraph (7); | ||
| Depositary | Reverse of Receipt - Paragraphs (19) and | |||
| (20). | ||||
| 3. | Fees and charges which may be imposed | Face of Receipt - Paragraph (10). | ||
| directly or indirectly on holders of ADSs | ||||
| Item 2. AVAILABLE INFORMATION | Face of Receipt - Paragraph (13). | |||
The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement, by and among Jiayuan.com International Ltd. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. ___ None. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ___ None. |
| (d) | Opinion of counsel for the Depositary as to the legality of the securities to be registered. ___ Filed herewith as Exhibit (d). |
| (e) | Certificate under Rule 466. ___ None. |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ Set forth on the signature pages hereto. |
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Item 4. UNDERTAKINGS
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity to be created by the Deposit Agreement, by and among Jiayuan.com International Ltd., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 27th day of April 2011.
Legal entity to be created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, every two (2) American Depositary Share representing the right to receive three (3) ordinary shares of Jiayuan.com International Ltd. CITIBANK, N.A., solely in its capacity as Depositary | ||||
| By: | /s/ Keith Galfo | |||
| Name: | Keith Galfo | |||
| Title: | Vice President | |||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Jiayuan.com International Ltd. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the People’s Republic of China, on April 27, 2011.
JIAYUAN.COM INTERNATIONAL LTD. | ||||
| By: | /s/ Haiyan Gong | |||
| Name: | Haiyan Gong | |||
| Title: | Chief Executive Officer | |||
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Haiyan Gong and Shang-Hsiu Koo to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on April 27, 2011.
| /s/ Haiyan Gong | ||
| Haiyan Gong | Director and Chief Executive Officer (Principal Executive Officer) | |
| /s/ Yongqiang Qian | ||
| Yongqiang Qian | Director and Chairman | |
| /s/ JP Gian | ||
| JP Gan | Director | |
| /s/ Shang-Hsiu Koo | ||
| Shang-Hsiu Koo | Chief Financial Officer (Principal Financial and Accounting Officer) | |
| Qingyuan Fang | Director | |
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Authorized Representative in the U.S. Puglisi & Associates /s/ Donald J. Puglisi | ||
Donald J. Puglisi Authorized U.S. Representative |
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Index to Exhibits
| Exhibit | Document | Sequentially Numbered Page |
| (a) | Form of Deposit Agreement | |
| (d) | Opinion of counsel to the Depositary |