UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR | |
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x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR | |
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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OR | |
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o | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .
For the transition period from to
Commission file number: 001-35157
Jiayuan.com International Ltd. |
(Exact name of Registrant as specified in its charter) |
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Not Applicable |
(Translation of Registrant’s name into English) |
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Cayman Islands |
(Jurisdiction of incorporation or organization) |
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F/15, Anhua Building No. 35 Anding Road Chaoyang District, Beijing The People’s Republic of China |
(Address of principal executive offices) |
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Shang-Hsiu Koo Chief Financial Officer Jiayuan.com International Ltd. F/15, Anhua Building No. 35 Anding Road Chaoyang District, Beijing The People’s Republic of China Telephone: 86-10-6113-6600 Email: skoo@jiayuan.com |
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) |
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class |
| Name of each exchange on which registered |
American Depositary Shares, or ADSs, every two ADSs representing three ordinary shares, par value US$0.001 per share |
| The NASDAQ Stock Market LLC (NASDAQ Global Select Market) |
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Ordinary shares, par value US$0.001 per share |
| The NASDAQ Stock Market LLC (NASDAQ Global Select Market)* |
* Not for trading, but only in connection with the listing on the Nasdaq Global Select Market of the American Depositary Shares
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None |
(Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None |
(Title of Class) |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
| 48,130,944 ordinary shares, par value US$0.001 per share as of |
| December 31, 2012 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes x No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
o Yes x No
Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
x Yes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
x Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o |
| Accelerated filer o |
| Non-accelerated filer x |
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP x |
| International Financial Reporting Standards as issued |
| Other o |
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.
o Item 17 o Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
o Yes x No
(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
o Yes o No
This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended December 31, 2012, which was originally filed with the Securities and Exchange Commission on April 29, 2013 (the “2012 Form 20-F”), is being filed solely for the purpose of amending the consent of PricewaterhouseCoopers Zhong Tian LLP, our independent registered public accounting firm.
Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the 2012 Form 20-F, or reflect any events that have occurred after the 2012 Form 20-F was originally filed.
Exhibit |
| Description of Exhibit |
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1.1 |
| Second Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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2.1 |
| Form of Ordinary Share Certificate (incorporated by reference to Exhibit 4.1 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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2.2 |
| Form of Deposit Agreement between the Registrant, Citibank, N.A., as depositary, and holder of the American depositary receipts (incorporated by reference to Exhibit 99.A of our registration statement on Form F-6 (File No. 333-173756), as amended, initially filed with the Commission on April 27, 2011). |
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2.3 |
| Form of American depositary receipt evidencing American depositary shares (included in Exhibit 2.2) (incorporated by reference to Exhibit 99.A of our registration statement on Form F-6 (File No. 333-173756), as amended, initially filed with the Commission on April 27, 2011). |
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4.1 |
| Shareholders’ Agreement dated January 26, 2011, among the Registrant and other parties therein (incorporated by reference to Exhibit 4.4 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.2 |
| Shareholders’ Agreement dated May 14, 2007, among Harper and other parties therein (incorporated by reference to Exhibit 4.5 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.3 |
| Preferred Share Purchase Agreement dated April 16, 2007, among Harper and other parties therein (incorporated by reference to Exhibit 4.6 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.4 |
| 2007 Share Incentive Plan dated April 16, 2007 (as amended), and form of Option Agreement (incorporated by reference to Exhibit 10.1 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.5 |
| 2007 Share Incentive Plan (as amended and restated on June 15, 2012) (incorporated by reference to Exhibit 4.1 of our registration statement on Form S-8 (File No. 333-184079) filed with the Commission on September 25, 2012). |
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4.6* |
| Form of Restricted Share Award agreement. |
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4.7 |
| Form of Indemnification Agreement between the Registrant and each of its directors (incorporated by reference to Exhibit 10.3 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.8 |
| Form of Confidentiality and Non-Competition Agreement among the Registrant and its officers and employees (incorporated by reference to Exhibit 10.4 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
4.9 |
| English translation of Form of Employment Agreement between the Registrant and the management of the Registrant (incorporated by reference to Exhibit 10.5 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.10 |
| English translation of Loan Contract between Shanghai Miyuan and Haiyan Gong, dated July 10, 2007 (incorporated by reference to Exhibit 10.6 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.11 |
| English translation of Loan Contract between Jiayuan Hong Kong and Haiyan Gong, dated November 12, 2010 (incorporated by reference to Exhibit 10.7 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.12 |
| English translation of Restated Agreement of Loan Agreement among Haiyan Gong, Xu Liu and Shanghai Miyuan, dated January 25, 2011 (incorporated by reference to Exhibit 10.8 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.13 |
| English translation of Restated Agreement of Exclusive Technology License and Service Agreement between Shanghai Huaqianshu and Shanghai Miyuan, dated January 25, 2011 (incorporated by reference to Exhibit 10.9 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.14 |
| English translation of Exclusive Technology License and Service Agreement between Jiayuan Shanghai Center and Shanghai Miyuan, dated January 25, 2011 (incorporated by reference to Exhibit 10.10 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.15 |
| English translation of Amended and Restated Agreement of Exclusive Equity Transfer Option Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu, Shanghai Miyuan and Shanghai Huaqianshu, dated January 25, 2011 (incorporated by reference to Exhibit 10.11 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.16 |
| English translation of Amended and Restated Agreement of Equity Pledge Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu and Shanghai Miyuan, dated January 25, 2011 (incorporated by reference to Exhibit 10.12 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.17 |
| English translation of Amended and Restated Agreement of Shareholders’ Voting Rights Entrustment Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu, Shanghai Miyuan and Shanghai Huaqianshu, dated January 25, 2011 (incorporated by reference to Exhibit 10.13 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.18 |
| English translation of Cooperative Operation Agreement among Shanghai Miyuan, Shanghai Huaqianshu and Jiayuan Shanghai Center, dated January 25, 2011 (incorporated by reference to Exhibit 10.14 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.19 |
| English translation of Exclusive Technology License and Service Agreement between Beijing Huaqianshu and Beijing Miyuan, dated February 17, 2011 (incorporated by reference to Exhibit 10.15 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
4.20 |
| English translation of Exclusive Equity Transfer Option Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan and Beijing Huaqianshu, dated February 17, 2011 (incorporated by reference to Exhibit 10.16 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.21 |
| English translation of Equity Pledge Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu and Beijing Miyuan, dated February 17, 2011 (incorporated by reference to Exhibit 10.17 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.22 |
| English translation of Shareholders’ Voting Rights Entrustment Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan and Beijing Huaqianshu, dated February 17, 2011 (incorporated by reference to Exhibit 10.18 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.23 |
| English translation of Exclusive Technology License and Service Agreement between Xique and Beijing Miyuan, dated February 17, 2011 (incorporated by reference to Exhibit 10.19 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.24 |
| English translation of Exclusive Equity Transfer Option Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan and Xique, dated February 17, 2011 (incorporated by reference to Exhibit 10.20 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.25 |
| English translation of Equity Pledge Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu and Beijing Miyuan, dated February 17, 2011 (incorporated by reference to Exhibit 10.21 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.26 |
| English translation of Shareholders’ Voting Rights Entrustment Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan and Xique, dated February 17, 2011 (incorporated by reference to Exhibit 10.22 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.27 |
| English translation of Loan Agreement among Haiyan Gong, Yu Zhang and Beijing Miyuan, dated February 17, 2011 (incorporated by reference to Exhibit 10.23 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.28 |
| English translation of Loan Agreement among Haiyan Gong, Yu Zhang and Beijing Miyuan, dated February 17, 2011 (incorporated by reference to Exhibit 10.24 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.29 |
| English translation of 2011 Cooperation Agreement and Framework Contract for Search Engine Advertising between Shanghai Huaqianshu and Beijing Angran Time Advertising Co., Ltd., dated April 7, 2011 (incorporated by reference to Exhibit 10.25 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
4.30 |
| English translation of Contract Transfer Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Qingjun Zhu, Cheng Li, Fuping Yu, Yu Zhang, Beijing Miyuan and Shanghai Miyuan, dated April 5, 2011 (incorporated by reference to Exhibit 10.27 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.31 |
| English translation of Contract Assignment Agreement among Haiyan Gong, Yongqiang Qian, Xu Liu, Cheng Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan, Shanghai Miyuan and Beijing Huaqianshu, dated May 6, 2011 (incorporated by reference to Exhibit 10.28 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.32 |
| English translation of Contract Assignment Agreement among Haiyan Gong, Yongqiang Qian, Xu Liu, Cheng Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan, Shanghai Miyuan and Xique, dated May 6, 2011 (incorporated by reference to Exhibit 10.29 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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4.33* |
| English translation of Exclusive Technology License and Service Agreement between Beijing Aizhenxin and Beijing Miyuan, dated August 13, 2012. |
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4.34* |
| English translation of Exclusive Purchase Option Agreement among Tao Lu, Hui Song, Beijing Miyuan and Beijing Aizhenxin, dated August 13, 2012. |
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4.35* |
| English translation of Shareholders’ Voting Rights Entrustment Agreement among Beijing Aizhenxin, Beijing Miyuan, Tao Lu, Hui Song and Yu Zhang, dated August 13, 2012. |
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4.36* |
| English translation of Equity Pledge Agreement among Tao Lu, Hui Song, Yu Zhang and Beijing Miyuan, dated August 13, 2012. |
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4.37* |
| English translation of Loan Agreement among Tao Lu, Hui Song, Yu Zhang and Beijing Miyuan, dated August 13, 2012. |
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4.38 |
| English summary of Secondhand Housing Purchase and Sale Contract of Beijing Municipality, dated November 26, 2012 (incorporated by reference to Exhibit 99.1 of our current report on Form 6-K (File No. 001-35157) furnished with the Commission on April 11, 2013). |
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4.39 |
| English summary of Supplemental Agreement to Secondhand Housing Purchase and Sale Contract of Beijing Municipality (incorporated by reference to Exhibit 99.2 of our current report on Form 6-K (File No. 001-35157) furnished with the Commission on April 11, 2013). |
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4.40* |
| English translation of Contract for Retaining Special Consultant between Shanghai Huaqianshu and Haiyan Gong, dated December 24, 2012. |
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8.1* |
| Subsidiaries of the Registrant. |
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11.1 |
| Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 of our registration statement on Form F-1 (File No. 333-173619), as amended, initially filed with the Commission on April 20, 2011). |
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12.1** |
| CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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12.2** |
| CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
13.1* |
| CEO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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13.2* |
| CFO Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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15.1** |
| Consent of PricewaterhouseCoopers Zhong Tian LLP. |
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15.2*** |
| Consent of Zhong Lun Law Firm. |
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15.3* |
| Consent of iResearch Consulting Group. |
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15.4* |
| Consent of Maples & Calder. |
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101.INS* |
| XBRL Instance Document |
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101.SCH* |
| XBRL Taxonomy Extension Schema Document |
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101.CAL* |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF* |
| XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB* |
| XBRL Taxonomy Extension Label Linkbase Document |
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101.PRE* |
| XBRL Taxonomy Extension Presentation Linkbase Document |
* Previously filed or furnished with the Annual Report on Form 20-F on April 29, 2013.
** Filed with this Amendment No. 1 to the Annual Report on Form 20-F.
*** Filed with the Current Report on Form 6-K on January 21, 2014.
Signatures
The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its annual report on its behalf.
| Jiayuan.com International Ltd. | |
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| By: | /s/ Linguang Wu |
| Name: | Linguang Wu |
| Title: | Chief Executive Officer |
