F-1/A

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As filed with the Securities and Exchange Commission on May 3, 2011.

Registration No. 333-173619

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 2 TO
Form F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Jiayuan.com International Ltd.
(Exact name of Registrant as specified in its charter)

Not Applicable
(Translation of Registrant's name into English)

Cayman Islands
(State or other jurisdiction of
incorporation or organization) 7371
(Primary Standard Industrial
Classification Code Number) Not Applicable
(I.R.S. Employer
Identification Number)

Room 1005, Changxin Building
No. 39 Anding Road
Chaoyang District, Beijing
The People's Republic of China
(8610) 6442-8783
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

CT Corporation System
111 Eighth Avenue
New York, New York 10011
(212) 894-8800
(Name, 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	David T. Zhang, Esq. Latham & Watkins 41st Floor, One Exchange Square 8 Connaught Place, Central Hong Kong (852) 2922-7886

Approximate date of commencement of proposed sale to the public:
as soon as practicable after the effective date of this registration statement.

          If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to Be Registered	Proposed Maximum Offering Price Per Share	Proposed Maximum Aggregate Offering Price(3)	Amount of Registration Fee
Ordinary shares, par value US$0.001 per share(1)(2)	12,247,500	US$8.00	US$97,980,000	US$11,376(4)

(1)

Includes (a) ordinary shares represented by American depositary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and (b) ordinary shares represented by American depositary shares that are issuable upon the exercise of the underwriters' over-allotment option to purchase additional ordinary shares. These ordinary shares are not being registered for the purposes of sales outside the United States.

(2)

American depositary shares evidenced by American depositary receipts issuable upon deposit of the ordinary shares registered hereby will be registered pursuant to a separate registration statement on Form F-6 (Registration No.            ). Every two American depositary shares represent three ordinary shares.

(3)

Estimated solely for the purpose of computing the amount of registration fee in accordance with Rule 457(a) under the Securities Act.

(4)

Previously paid.

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, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

Explanatory Note

        The sole purpose of this amendment is to amend the exhibit index and to file Exhibit 10.7, Exhibit 10.20, Exhibit 10.21, Exhibit 10.22, Exhibit 10.24 and Exhibit 10.27. No other changes have been made to the registration statement. Accordingly, this amendment consists only of the facing page, this explanatory note and Part II of the registration statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6.    Indemnification of Directors and Officers

        Cayman Islands law does not limit the extent to which a company's articles of association may provide indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Island courts to be contrary to the public interest, such as providing indemnification against civil fraud or the consequences of committing a crime. The registrant's articles of association provide that each officer or director of the registrant shall be indemnified out of the assets of the registrant against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud or wilful default.

        Pursuant to the form of indemnification agreement filed as Exhibit 10.3 to this registration statement, we will agree to indemnify our directors against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director of our company.

        The form of Underwriting Agreement filed as Exhibit 1.1 to this registration statement will also provide for indemnification of us and our officers and directors.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act") may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7.    Recent Sales of Unregistered Securities

        During the past three years, we have issued the securities listed below without registering the securities under the Securities Act. None of these transactions involved any underwriters' underwriting discounts or commissions or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Rule 701.

Purchaser	Date of Issuance		Number of Securities Originally Issued	Number of Ordinary shares as Converted(1)		Consideration
Certain Employees and Officers		March 26, 2008	Option to purchase 44,400 ordinary shares of Harper		44,400	Exercise price of $1.045 per ordinary share
		April 18, 2008	Option to purchase 30,000 ordinary shares of Harper		30,000	Exercise price of $1.045 per ordinary share
		May 29, 2008	Option to purchase 120,000 ordinary shares of Harper		120,000	Exercise price of $1.045 per ordinary share
		January 1, 2009	Option to purchase 100,000 ordinary shares of Harper		100,000	Exercise price of $1.045 per ordinary share
		February 1, 2009	Option to purchase 300,000 ordinary shares of Harper		300,000	Exercise price of $1.045 per ordinary share
		April 20, 2009	Option to purchase 30,000 ordinary shares of Harper		30,000	Exercise price of $1.2563 per ordinary share

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Purchaser	Date of Issuance		Number of Securities Originally Issued	Number of Ordinary shares as Converted(1)		Consideration
		July 1, 2009	Option to purchase 29,000 ordinary shares of Harper		29,000	Exercise price of $1.045 per ordinary share
		July 1, 2009	Option to purchase 3,000 ordinary shares of Harper		3,000	Exercise price of $1.2563 per ordinary share
		September 1, 2009	Option to purchase 57,000 ordinary shares of Harper		57,000	Exercise price of $1.045 per ordinary share
		October 12, 2009	Option to purchase 1,000,000 ordinary shares of Harper		1,000,000	Exercise price of $1.045 per ordinary share
		October 23, 2009	Option to purchase 50,000 ordinary shares of Harper		50,000	Exercise price of $1.2563 per ordinary share
		December 1, 2009	Option to purchase 120,000 ordinary shares of Harper		120,000	Exercise price of $1.2563 per ordinary share
		December 8, 2009	Option to purchase 50,000 ordinary shares of Harper		50,000	Exercise price of $1.2563 per ordinary share
		December 28, 2009	Option to purchase 30,000 ordinary shares of Harper		30,000	Exercise price of $1.2563 per ordinary share
		January 11, 2010	Option to purchase 10,000 ordinary shares of Harper		10,000	Exercise price of $1.2563 per ordinary share
		January 25, 2010	Option to purchase 30,000 ordinary shares of Harper		30,000	Exercise price of $1.2563 per ordinary share
		February 20, 2010	Option to purchase 2,000 ordinary shares of Harper		2,000	Exercise price of $1.2563 per ordinary share
		March 23, 2010	Option to purchase 50,000 ordinary shares of Harper		50,000	Exercise price of $1.2563 per ordinary share
		April 20, 2010	Option to purchase 5,000 ordinary shares of Harper		5,000	Exercise price of $1.2563 per ordinary share
		May 12, 2010	Option to purchase 40,000 ordinary shares of Harper		40,000	Exercise price of $1.2563 per ordinary share
		July 1, 2010	Option to purchase 288,500 ordinary shares of Harper		288,500	Exercise price of $1.2563 per ordinary share
		August 23, 2010	Option to purchase 10,000 ordinary shares of Harper		10,000	Exercise price of $1.2563 per ordinary share
		November 8, 2010	Option to purchase 20,000 ordinary shares of Harper		20,000	Exercise price of $1.2563 per ordinary share

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Purchaser	Date of Issuance		Number of Securities Originally Issued	Number of Ordinary shares as Converted(1)		Consideration
		December 8, 2010	Option to purchase 5,000 ordinary shares of Harper		5,000	Exercise price of $1.2563 per ordinary share
		December 8, 2010	Option to purchase 350,000 ordinary shares of Harper		350,000	Exercise price of $5 per ordinary share
		December 15, 2010	Option to purchase 4,000 ordinary shares of Harper		4,000	Exercise price of $1.2563 per ordinary share
		December 15, 2010	Option to purchase 52,000 ordinary shares of Harper		52,000	Exercise price of $5 per ordinary share

(1)

Based on a one-to-one conversion ratio.

Item 8.   Exhibits and Financial Statement Schedules

a.

Exhibits

        See Exhibit Index beginning on page II-7 of this registration statement.

        The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of "materiality" that are different from "materiality" under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.

        We acknowledge that, notwithstanding the inclusion of the foregoing cautionary statements, we are responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.

b.

Financial Statement Schedules

        Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Consolidated Financial Statements or the Notes thereto.

Item 9.    Undertakings

        The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling

II-3

person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes that:

        (1)   For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

        (2)   For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing, China, on May 3, 2011.

Jiayuan.com International Ltd.
By:	/s/ HAIYAN GONG
Name:	Haiyan Gong
Title:	Director and Chief Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated and on May 3, 2011.

Signature	Capacity
* Haiyan Gong	Director and Chief Executive Officer (principal executive officer)
* Yongqiang Qian	Director and Chairman
* JP Gan	Director
/s/ SHANG-HSIU KOO Shang-Hsiu Koo	Chief Financial Officer (principal financial and accounting officer)
* Donald J. Puglisi	Authorized U.S. Representative

*By: /s/ SHANG-HSIU KOO
Shang-Hsiu Koo
Attorney-in-Fact

II-5

EXHIBIT INDEX

Exhibit No.			Description of Exhibit
	1.1	*	Form of Underwriting Agreement.
	1.2	*	Form of Side Letter between the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
	3.1	**	Amended and Restated Memorandum and Articles of Association of the Registrant dated January 26, 2011, as currently in effect.
	3.2	**	Form of Second Amended and Restated Memorandum and Articles of Association of the Registrant (effective upon the closing of this offering).
	4.1	**	Form of Ordinary Share Certificate.
	4.2	#	Form of Deposit Agreement between the Registrant, Citibank, N.A., as depositary, and holder of the American depositary receipts.
	4.3	#	Form of American depositary receipt evidencing American depositary shares (included in Exhibit 4.2).
	4.4	**	Shareholders' Agreement dated January 26, 2011, among the Registrant and other parties therein.
	4.5	†**	Shareholders' Agreement dated May 14, 2007, among Harper and other parties therein.
	4.6	†**	Preferred Share Purchase Agreement dated April 16, 2007, among Harper and other parties therein.
	5.1	**	Form of opinion of Maples and Calder regarding the issue of ordinary shares being registered.
	8.1	**	Form of opinion of Maples and Calder regarding certain Cayman Islands tax matters (included in Exhibit 5.1).
	8.2	**	Form of opinion of Paul, Hastings, Janofsky & Walker LLP regarding certain U.S. tax matters.
	8.3	**	Form of opinion of Zhong Lun Law Firm regarding PRC tax matters.
	10.1	**	2007 Share Incentive Plan dated April 16, 2007 (as amended), and form of Option Agreement.
	10.3	**	Form of Indemnification Agreement between the Registrant and each of its directors.
	10.4	**	Form of Confidentiality and Non-Competition Agreement among the Registrant and its officers and employees.
	10.5	**	English translation of Form of Employment Agreement between the Registrant and the management of the Registrant.
	10.6	†**	English translation of Loan Contract between Shanghai Miyuan and Haiyan Gong, dated July 10, 2007.
	10.7	†	English Translation of Loan Contract between Jiayuan Hong Kong and Haiyan Gong, dated November 12, 2010.
	10.8	†**	English translation of Restated Agreement of Loan Agreement among Haiyan Gong, Xu Liu and Shanghai Miyuan, dated January 25, 2011.

II-6

Exhibit No.			Description of Exhibit
	10.9	**	English translation of Restated Agreement of Exclusive Technology License and Service Agreement between Shanghai Huaqianshu and Shanghai Miyuan, dated January 25, 2011.
	10.10	**	English translation of Exclusive Technology License and Service Agreement between Jiayuan Shanghai Center and Shanghai Miyuan, dated January 25, 2011.
	10.11	†**	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.
	10.12	†**	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.
	10.13	†**	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.
	10.14	**	English translation of Cooperative Operation Agreement among Shanghai Miyuan, Shanghai Huaqianshu and Jiayuan Shanghai Center, dated January 25, 2011.
	10.15	**	English translation of Exclusive Technology License and Service Agreement between Beijing Huaqianshu and Beijing Miyuan, dated February 17, 2011.
	10.16	†**	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.
	10.17	†**	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.
	10.18	†**	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.
	10.19	**	English translation of Exclusive Technology License and Service Agreement between Xique and Beijing Miyuan, dated February 17, 2011.
	10.20	†	English translation of Exclusive Equity Transfer Option Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan and Xique, dated February 17, 2011.
	10.21	†	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.
	10.22	†	English translation of Shareholders' Voting Rights Entrustment Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan and Xique, dated February 17, 2011.
	10.23	†**	English translation of Loan Agreement among Haiyan Gong, Yu Zhang and Beijing Miyuan, dated February 17, 2011.
	10.24	†	English translation of Loan Agreement among Haiyan Gong, Yu Zhang and Beijing Miyuan, dated February 17, 2011.

II-7

Exhibit No.			Description of Exhibit
	10.25	†**	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.
	10.26	†**	English translation of www.hao123.com Advertisement Publishment Contract between Shanghai Huaqianshu and Beijing Tongzhou Kuxun Media Advertising Co., Ltd., dated December 30, 2010.
	10.27	†	English translation of Contract Transfer Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Qinjun Zhu, Cheng Li, Fuping Yu, Yu Zhang, Beijing Miyuan and Shanghai Miyuan, dated April 5, 2011.
	21.1	**	Subsidiaries of the Registrant.
	23.1	**	Consent of PricewaterhouseCoopers Zhong Tian CPAs Limited Company.
	23.2	**	Consent of Maples and Calder (included in Exhibit 5.1).
	23.3	**	Consent of Paul, Hastings, Janofsky and Walker LLP (included in Exhibit 8.2).
	23.4	**	Consent of Zhong Lun Law Firm (included in Exhibit 99.2).
	23.5	**	Consent of iResearch Consulting Group.
	23.6	**	Consent of American Appraisal China Limited.
	23.7	**	Consent of Jianzhang Liang, an independent director appointee.
	23.8	**	Consent of Zhiwu Chen, an independent director appointee.
	24.1	**	Powers of Attorney (included on signature page).
	99.1	**	Code of Business Conduct and Ethics.
	99.2	**	Legal Opinion of Zhong Lun Law Firm.

*

To be filed by amendments.

**

Previously filed.

†

Confidential treatment has been requested for portions of the document.

#

Incorporated by reference to the registration statement on Form F-6 (File No. 333-173756) filed with the Securities and Exchange Commission with respect to American depositary shares representing ordinary shares.

II-8

QuickLinks

Explanatory Note
PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of Directors and Officers
Item 7. Recent Sales of Unregistered Securities
Item 8. Exhibits and Financial Statement Schedules
Item 9. Undertakings

SIGNATURES
EXHIBIT INDEX

EX-10.7

Exhibit 10.7

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”) is entered into on November 12, 2010 in Beijing by and between the following parties:

1.JIAYUAN HONG KONG CORPORATION LIMITED, a limited liability company incorporated under the laws of Hong Kong, with the registered address at Suite 1505, World-wide House, 19 Des Voeus Road Central, Hong Kong (hereinafter referred to as the “Borrower”);

2.HAIYAN GONG, Chinese ID No.: [*****************]* (hereinafter referred to as the “Lender”).

(In this Agreement, the above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)

WHEREAS:

1.In consideration of the good relationship between the Borrower and the Lender, the Lender agrees to provide a loan to the Borrower subject to the terms and conditions of this Agreement in order to assist the Borrower in developing its business rapidly;

2.To further specify the rights and obligations of the Borrower and the Lender under the financing arrangement, the Parties hereby agree as follows:

ARTICLE I AMOUNT AND INTEREST OF THE LOAN

1.1The Parties hereby acknowledge that the principal of the loan that the Lender will provide to the Borrower shall be one hundred and fifty thousand US Dollars (US$150,000) .

1.2The interest rate of the loan hereunder shall be zero, i.e., the loan hereunder shall be interest-free.

1.3The Lender shall disburse the loan to the borrower within fifteen days after the execution of this Agreement.

ARTICLE II USE OF THE LOAN

The Borrower shall use the loan hereunder only for developing its business.

*  This portion has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 406 under the Securities Act of 1933, as amended.

1

ARTICLE III REPAYMENT OF THE LOAN

3.1The term of the loan hereunder shall be one (1) year, from November 12, 2010 to November 11, 2011. If the Borrower fails to repay the loan upon the expiration of the term of the loan, the term of this Agreement shall be automatically extended for another year unless the Parties object to do so. The same shall be repeated each year.

3.2Within the term of the loan under this Agreement, the Borrower has the right to determine the frequency of its repayment and the amount to be repaid each time.

3.3In the event that the Borrower fails to repay the loan as scheduled due to reasons attributable to the market or other reasons, the Lender acknowledge its understanding about this and agrees not to claim the default liabilities of the Borrower and interests etc.

ARTICLE IV CONFIDENTIALITY

4.1Whether this Agreement is terminated or not, the Borrower shall be obliged to keep confidential the following information (collectively the “Confidential Information”): (i) the execution and performance of this Agreement and the content hereof; and (ii) trade secret, proprietary information and client information of the Lender that are known to or received by the Borrower as a result of execution and performance of this Agreement.  The Borrower shall use such Confidential Information only for the purpose of performing its obligations hereunder.  Without written permit from the Lender, the Borrower shall not disclose the above Confidential Information to any third party; otherwise the Borrower shall assume default liabilities and indemnify any losses incurred by the Lender.

4.2Upon the termination of this Agreement, upon the Lender’s request, the Borrower shall return, destroy or otherwise dispose of all of the documents, materials or software containing the Confidential Information, and cease using such Confidential Information.

4.3Notwithstanding any other provisions hereunder, this Article shall survive the suspension or termination of this Agreement.

ARTICLE V NOTICE

5.1All notices, requests, demands and other correspondences required by or in accordance with this Agreement shall be delivered to the relevant Parties in writing.

5.2The above notices or other correspondences shall be deemed to be properly delivered upon sending when delivered through fax or telegraph, upon delivered in person when personally delivered, or at the fifth (5th) day of mailing if sent by mail.

ARTICLE VI DEFAULT LIABILITY

6.1The Borrower covenants that if any lawsuits, claims, allegations, costs, damages, requests, expenses, liabilities, losses and proceedings are suffered by or caused to the Lender due to the breach of any obligations hereunder by the Borrower, the Borrower shall indemnify and hold harmless of the Lender.

2

6.2Notwithstanding any other provisions hereunder, this Article shall survive the suspension or termination of this Agreement.

ARTICLE VII MISCELLANEOUS

7.1This Agreement shall be signed in two (2) originals and each Party shall retain one (1) original of this Agreement.

7.2The conclusion, validity, performance, amendment, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

7.3Any dispute arising out of or relating to this Agreement shall be settled by the disputing Parties through consultation. In case the disputing Parties fail to reach an agreement within thirty (30) days of the dispute, such dispute shall be submitted to China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with the arbitration rules of the arbitration commission then in effect.  The arbitration award shall be final and binding upon the disputing Parties.

7.4Any right, power and remedy granted to a Party under any provision of this Agreement shall not preclude any other right, power or remedy that such Party is entitled to under any laws or regulations or any other provisions of this Agreement.  The exercise of its right, power and remedy by a Party shall not preclude the exercise of any other right, power and remedy that such Party is entitled to.

7.5The headings in this Agreement shall be for reference purpose only and shall not be used for or affect the construction of the Agreement in any event.

7.6Each provision of this Agreement shall be severable and independent of each of the other provision.  In the event that one or several provisions of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected.

7.7Any amendment or supplement to this Agreement shall be made in writing, and shall take effect after duly executed by the Parties.

7.8Without the prior written consent of the other Party, neither Party shall transfer any of its rights and/or obligations under this Agreement to any third party.

7.9This Agreement shall be binding upon the legal successor of each Party.

[No Further Text Below]

3

[Signature Page]

IN WITNESS WHEREOF, this Loan Agreement has been duly executed by the Parties as of the date and at the place first above written.

HAIYAN GONG
(Signature)
Signature:	/s/ Haiyan Gong
Name:
Title:
JIAYUAN HONG KONG CORPORATAION LIMITED
(Company Seal) [seal: Jiayuan Hong Kong Corporation Limited]
Signature:
Name:
Title:

4

EX-10.20

Exhibit 10.20

Confidential

EXCLUSIVE PURCHASE OPTION AGREEMENT

Regarding

BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD.

By and among

HAIYAN GONG

XU LIU

AND OTHERS

BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD.

And

BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD.

February 17 , 2011

1

EXCLUSIVE PURCHASE OPTION AGREEMENT

This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”) is made on February 17, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following parties:

1.HAIYAN GONG, a citizen of China (Chinese ID No.: [*****************]*);

2.XU LIU, a citizen of China (Chinese ID No.: [*****************]*);

(Haiyan Gong and Xu Liu are hereinafter individually and collectively referred to as the “Existing Shareholder(s)”.)

3.YONGQIANG QIAN, a citizen of China (Chinese ID No.: [*****************]*);

4.CHENG LI, a citizen of China (Chinese ID No.: [*****************]*);

5.FUPING YU, a citizen of China (Chinese ID No.: [*****************]*);

6.QINGJUN ZHU, a citizen of China (Chinese ID No.: [*****************]*);

(The above individuals are hereinafter individually and collectively referred to as the “Existing Shareholder(s)”.)

7.BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. (“Beijing Miyuan”)

Registered address: Room 408-409, Level 4, 39 Anding Road, Chaoyang District, Beijing;

8.BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. (“Century Xique”)

Registered address: Room 6551, Building No. 3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing.

(For the purpose of this Agreement, the above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)

WHEREAS:

(1)The Existing Shareholders are the registered shareholders of Century Xique and legally hold all the equity interests in Century Xique, whose capital contribution and shareholding percentages in Century Xique as of the date hereof are set forth in Exhibit I.

*  This portion has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 406 under the Securities Act of 1933, as amended.

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(2)The Existing Shareholders intend to transfer all of their respective equity interests in Century Xique to Beijing Miyuan and/or any other entity or individual designated by Beijing Miyuan and Beijing Miyuan intends to accept such transfer, subject to PRC Laws.

(3)In order to realize the above equity transfer, the Existing Shareholders agree to jointly grant Beijing Miyuan an exclusive and irrevocable option to purchase the equity interest (the “Purchase Option”), pursuant to which, the Existing Shareholders shall, upon Beijing Miyuan’s request, transfer the Option Equity Interests (as defined below) to Beijing Miyuan and/or any other entity or individual designated by Beijing Miyuan in accordance with the terms of this Agreement and subject to PRC Laws.

(4)Century Xique agrees the Existing Shareholders to grant the Purchase Option to Beijing Miyuan according to this Agreement.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I. DEFINITIONS

1.1Unless otherwise provided according to the context, in this Agreement, the following terms shall have the meanings given below:

“Authorized Person”	has the meaning as specified in Article 3.7 hereof.
“Business Licenses”	refers to any approval, permit, filing, registration etc. required for Century Xique to legally and effectively carry out its internet information services and other businesses, including but not limited to the Business License for Enterprise Legal Person, Tax Registration Certificate, Telecommunication and Information Service Business Operation License regarding the business operation of internet information service which is being applied by Century Xique, filing of computer network security and other relevant permits and licenses as required by PRC Laws then in effect.
“Confidential Information”	has the meaning as specified in Article 8.1 hereof.

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“Defaulting Party”	has the meaning as specified in Article 11.1 hereof.
“Default”	has the meaning as specified in Article 11.1 hereof.
“Exercise Notice”	has the meaning as specified in Article 3.5 hereof.
“Century Xique’s Registered Capital”	refers to the registered capital of RMB1 million of Century Xique as of the date hereof, and any increased registered capital as a result of capital increase during the term of this Agreement.
“Century Xique’s Assets”	refers to all tangible and intangible assets whose titles or use rights are owned by Century Xique during the term of this Agreement, including but not limited to any immovable properties, movable properties, as well as intellectual property rights such as trademarks, copyrights, patents, proprietary technologies, domain names, software use rights.
“Material Agreements”	refers to agreements to which Century Xique is a party and which has material effect on Century Xique’s business or assets, including but not limited to the Exclusive Technology License and Services Agreement by and between Century Xique and Beijing Miyuan and other agreements regarding the business of Century Xique.
“Non-defaulting Party”	has the meaning as specified in Article 11.1 hereof.
“Option Equity Interests”	with respect to each of the Existing Shareholders, refers to all of his/her equity interests in Century Xique’s Registered Capital; with respect to all of the Existing Shareholders, refers to 100% of the equity interests in Century Xique’s Registered Capital.

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“PRC Laws”	refers to the laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory instruments of China then in effect.
“Power of Attorney”	has the meaning as specified in Article 3.7 hereof.
“Such Right”	has the meaning as specified in Article 12.5 hereof.
“Shareholding Percentage Cap”	has the meaning as specified in Article 3.2 hereof.
“Transfer Equity Interests”	refers to the equity interests in Century Xique that Beijing Miyuan is entitled to request any or both of the Existing Shareholders to transfer to Beijing Miyuan or any of its designated entity or individual according to Article 3.2 hereof when Beijing Miyuan exercises its Purchase Option (the “Exercise”), the amount of which may be all or part of the Option Equity Interests, to be determined in the sole discretion by Beijing Miyuan according to the PRC Laws then in effect and its own commercial considerations.
“Transfer Price”	refers to, in accordance with Article IV hereof, all the consideration which shall be paid by Beijing Miyuan or its designated entity or individual to the Existing Shareholders for acquiring the Transfer Equity Interests upon each Exercise.

1.2Reference to any PRC Laws hereunder shall be deemed to include:

(1)any amendments, changes, extensions and reenactment pertaining to such PRC Laws, whether the effective dates of which are prior to or after the date of this Agreement; and

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(2)any other decisions, notices and regulations promulgated in accordance with or taking effect as a result of such PRC Laws.

1.3Unless otherwise provided in the context hereof, references to the articles, clauses, items and paragraphs in this Agreement shall mean the corresponding articles, clauses, items and paragraphs of this Agreement.

ARTICLE II. GRANT OF PURCHASE OPTION

2.1The Existing Shareholders hereby jointly and severally agree to irrevocably and unconditionally grant to Beijing Miyuan an exclusive Purchase Option, pursuant to which Beijing Miyuan shall be entitled, subject to PRC Laws, to request the Existing Shareholders to transfer the Option Equity Interests to Beijing Miyuan or other entity or individual designated by Beijing Miyuan in accordance with this Agreement.  Beijing Miyuan hereby agrees to accept such Purchase Option.

2.2Century Xique hereby agrees to the grant of such Purchase Option to Beijing Miyuan by the Existing Shareholders in accordance with Article 2.1 above and other provisions of this Agreement.

ARTICLE III. EXERCISE

3.1To the extent as allowed under the PRC Laws, Beijing Miyuan shall have the absolute sole discretion as to determine the timing, method and number of times of its Exercise.

3.2In the event that the PRC Laws then in effect allow Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan to hold all the equity interests in Century Xique, Beijing Miyuan shall have the right to choose to exercise all of its Purchase Option at one time, pursuant to which Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan will purchase all of the Option Equity Interests from the Existing Shareholders at one time; in the event that the PRC Laws then in effect only allow Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan to hold part of the equity interests in Century Xique, Beijing Miyuan shall have the right to determine the amount of the Transfer Equity Interests which shall not exceed the upper limit of the shareholding percentage as provided by PRC Laws then in effect (the “Shareholding Percentage Cap”), pursuant to which Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan will purchase such amount of the Transfer Equity Interests from the Existing Shareholders.  Under the latter circumstance, with the gradual increase of the Shareholding Percentage Cap allowed under the PRC Laws, Beijing Miyuan shall have the right to exercise its Purchase Option for more than one time accordingly, so as to ultimately obtain all of the Option Equity Interests.

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3.3Upon each Exercise, Beijing Miyuan shall have the right to determine at its sole discretion the amount of the Transfer Equity Interests that shall be transferred by the Existing Shareholders to Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan under such Exercise, and the Existing Shareholders shall transfer the Transfer Equity Interests in the amount determined by Beijing Miyuan to Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan respectively.  Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan shall pay the Transfer Price for the acquired Transfer Equity Interests to the Existing Shareholders who sell such Transfer Equity Interests under each Exercise.

3.4Upon each Exercise, Beijing Miyuan may purchase the Transfer Equity Interests on its own or designate any third party to purchase all or part of the Transfer Equity Interests.

3.5After Beijing Miyuan determines to exercise its Purchase Option, it shall deliver a notice on Exercise of Purchase Option to the Existing Shareholders (the “Exercise Notice”, a form of which is set forth in Exhibit II attached hereto).  After receiving the Exercise Notice, the Existing Shareholders shall, according to the Exercise Notice, promptly transfer the Transfer Equity Interests to Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan at one time in the manner as provided in Article 3.3 hereof.

3.6The Existing Shareholders hereby severally and jointly covenant and guarantee, once Beijing Miyuan delivers the Exercise Notice, the Existing Shareholders shall:

(1)promptly convene the shareholders’ meeting and adopt shareholders’ resolution and carry out all other necessary actions to approve the transfer of all the Transfer Equity Interests to Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan at the Transfer Price;

(2)promptly execute the equity transfer agreement with Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan regarding the transfer of all the Transfer Equity Interests to Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan at the Transfer Price; and

(3)pursuant to Beijing Miyuan’s request and the provisions of laws and regulations, provide necessary assistance to Beijing Miyuan (including the provision and execution of all relevant legal documents, performance of all necessary procedures of government approvals and registrations and all relevant obligations), so as to ensure Beijing Miyuan and/or other entity or

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individual designated by Beijing Miyuan can obtain all of the Transfer Equity Interests without legal defects.

3.7Upon execution of this Agreement, the Existing Shareholders shall each execute a power of attorney (the “Power of Attorney”, form of which is set forth in Exhibit III attached hereto), authorizing in writing any person appointed by Beijing Miyuan (the “Authorized Person”) to represent the Existing Shareholders to execute any and all necessary legal documents according to this Agreement, so as to ensure Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan can obtain all of the Transfer Equity Interests without legal defects.  Such Power of Attorney shall be kept in Beijing Miyuan’s custody, and where necessary, Beijing Miyuan may request at any time the Existing Shareholders to execute multiple counterparts of such Power of Attorney and submit such to the relevant government authorities.  Only when Beijing Miyuan delivers written notice to the Existing Shareholders requesting replacement of the Authorized Person, shall the Existing Shareholders promptly revoke the authorization to the existing Authorized Person and authorize the Authorized Person otherwise appointed by Beijing Miyuan to represent the Existing Shareholders to execute any and all necessary legal documents according to this Agreement, and the new Power of Attorney, once executed, shall supersede the original Power of Attorney; except for the above circumstance, the Existing Shareholders shall not revoke the Power of Attorney made to the Authorized Person.

ARTICLE IV. TRANSFER PRICE

Upon each Exercise by Beijing Miyuan, the Transfer Price to be paid by Beijing Miyuan or the entity or individual designated by Beijing Miyuan to the Existing Shareholders shall be the amount of Century Xique’s Registered Capital at that time multiplying by the percentage of the Transfer Equity Interests in the total equity interests of Century Xique, or the price otherwise agreed by the Parties in writing.  In the event there is any compulsory requirement provided by PRC Laws then in effect with respect to the Transfer Price, Beijing Miyuan or the entity or individual designated by Beijing Miyuan shall be entitled to purchase the Transfer Equity Interests at a Purchase Price which is the lowest price allowed under the PRC Laws.

ARTICLE V. REPRESENTATIONS AND WARRANTIES

5.1The Existing Shareholders hereby severally and jointly represent and warrant as follows, and such representations and warranties shall remain in effect as if they are made upon the transfer of the Option Equity Interests.

5.1.1The Existing Shareholders are Chinese citizens with full civil capacity, full and independent legal status and legal capacity to execute, deliver

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and perform this Agreement, and may act as an eligible party to litigation independently.

5.1.2Century Xique is a limited liability company duly registered and existing under the PRC Laws with independent legal person status, full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act as an eligible party to litigation independently.

5.1.3The Existing Shareholders have the full power and authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by them, and to consummate the contemplated transaction hereunder.

5.1.4This Agreement shall be legally and duly executed and delivered by the Existing Shareholders.  This Agreement shall constitute legal and binding obligation upon the Existing Shareholders, and can be enforced against the Existing Shareholders in accordance with this Agreement.

5.1.5The Existing Shareholders are the registered legal owners of the Option Equity Interests when this Agreement comes into effect.  Except for the rights created under this Agreement, the Equity Pledge Agreement by and among the Existing Shareholders and Beijing Miyuan, and the Shareholders’ Voting Rights Delegation Agreement by and among the Existing Shareholders, Beijing Miyuan and Century Xique, the Option Equity Interests shall be free of any lien, pledge, claim and other encumbrances and third party rights.  Pursuant to this Agreement, after the Exercise, Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan shall obtain the title to the Transfer Equity Interests which is in good standing and free of any lien, pledge, claim and other encumbrances and third party rights.

5.2Century Xique hereby represents and warrants as follows:

5.2.1Century Xique is a limited liability company duly registered and existing under the PRC Laws with independent legal person status.  Century Xique has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act as an eligible party to litigation independently.

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5.2.2Century Xique has the full internal corporate power and authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by it, and the full power and authorization to consummate the contemplated transaction hereunder.

5.2.3This Agreement shall be legally and duly executed and delivered by Century Xique.  This Agreement constitutes legal and binding obligation upon Century Xique.

5.2.4The Existing Shareholders are the entire registered legal shareholders of Century Xique as of the execution date of this Agreement.  Pursuant to this Agreement, after Exercise, Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan shall obtain the title to the Transfer Equity Interests which is in good standing and free of any lien, pledge, claim and other encumbrances and third party rights.

5.2.5Century Xique has been operated in accordance with laws since its establishment and there exists no violation or potential violation with the provisions or requirements by industry and commerce authority, tax authority, telecommunication authority, quality and technology supervision authority, labor and social security authority and any other government authorities, and there exists no Default dispute in relation to any contract either.

5.3Beijing Miyuan hereby represents and warrants as follows:

5.3.1Beijing Miyuan is a wholly foreign-owned limited liability company duly registered and existing under the PRC Laws with independent legal person status.  Beijing Miyuan has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act as an eligible party to litigation independently.

5.3.2Beijing Miyuan has the full internal corporate power and authorization to execute and deliver this Agreement and all other documents relevant to the transactions contemplated hereunder to be executed by it, and the full power and authorization to consummate the contemplated transaction hereunder.

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5.3.3This Agreement shall be legally and duly executed and delivered by Beijing Miyuan. This Agreement constitutes legal and binding obligations upon Beijing Miyuan.

ARTICLE VI. COVENANTS OF EXISTING SHAREHOLDERS

The Existing Shareholders hereby severally covenant as follows:

6.1During the term of this Agreement, the Existing Shareholders shall take all necessary measures to ensure that Century Xique is able to obtain in a timely manner all Business Licenses required to carry out its business operations and maintain all the Business Licenses in effect at any time.

6.2During the term of this Agreement, without the prior written consent of Beijing Miyuan:

6.2.1any of the Existing Shareholders shall not transfer or otherwise dispose of any Option Equity Interests or create any encumbrances or other third party rights thereon;

6.2.2any of the Existing Shareholders shall not increase or reduce Century Xique’s Registered Capital or change the existing equity structure of Century Xique set forth in Exhibit I in any ways;

6.2.3any of the Existing Shareholders shall not dispose of or cause the management of Century Xique to dispose of any of Century Xique’s Assets (except for those during the ordinary business operation);

6.2.4any of the Existing Shareholders shall not terminate or cause the management of Century Xique to terminate any of the Material Agreements executed by Century Xique, or to enter into any other agreements in conflict with the existing Material Agreements;

6.2.5any of the Existing Shareholders shall not appoint or replace any directors, supervisors, or any other management personnel of Century Xique which may be appointed and removed by the Existing Shareholders;

6.2.6any of the Existing Shareholders shall not cause or approve Century Xique to declare any distribution of or actually distribute any distributable profits, dividends or dividend on shares;

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6.2.7any of the Existing Shareholders shall ensure Century Xique being duly existing and not terminated, liquidated or dissolved;

6.2.8any of the Existing Shareholders shall not cause or approve Century Xique to amend its articles of association;

6.2.9any of the Existing Shareholders shall ensure Century Xique not to lend or borrow any loan or provide guarantee or security of any kind, or to undertake any other material obligations beyond its ordinary business operations; and

6.2.10any of the Existing Shareholders shall ensure Century Xique not to merge with any third party, acquire the assets or equity interests of any third party, or otherwise invest in any third party.

The Parties agree that, if the combined percentage of shareholdings of Century Xique of the Existing Shareholders falls under [50%] (excluding [50%]) due to the purchase of all the equity interests in Century Xique held by the Existing Shareholders by Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan, the part of covenanted contents under this Article which are beyond the reasonable control of the Existing Shareholders shall no longer apply to the Existing Shareholders.

6.3During the term of this Agreement, the Existing Shareholders shall use their best endeavors to develop Century Xique’s business and ensure the legitimate operations of Century Xique in compliance with laws and regulations.  The Existing Shareholders shall guarantee that they will not do any act or omit to do any act which may damage Century Xique’s Assets, business reputation or affect the validity of Century Xique’s Business Licenses.

ARTICLE VII. COVENANTS OF CENTURY XIQUE

7.1In the event that the execution and performance of this Agreement and the grant of the Purchase Option hereunder are subject to any third party consent, permit, waiver, authorization or any governmental approval, permit, exemption or registration or filing procedures with any government authorities (if legally required), Century Xique shall use its best endeavors to assist in satisfying the above requirements.

7.2Without the prior written consent of Beijing Miyuan, Century Xique shall not assist or allow the Existing Shareholders to transfer or otherwise dispose of any

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Option Equity Interests or to create any encumbrances or other third party rights thereon.

7.3Century Xique shall not take or allow any conduct or act which may have adverse effect on the benefits of Beijing Miyuan under this Agreement.

ARTICLE VIII. CONFIDENTIALITY

8.1Whether this Agreement is terminated or not, the Existing Shareholders shall be obliged to keep confidential the following information (collectively the “Confidential Information”):

(i)the execution, performance of this Agreement and the content hereof;

(ii)trade secret, proprietary information and client information of Beijing Miyuan that are known to or received by the Existing Shareholders as a result of execution and performance of this Agreement; and

(iii)trade secret, proprietary information and client information of Century Xique that are known to or received by the Existing Shareholders as the shareholders of Century Xique.

The Existing Shareholders shall use such Confidential Information only for the purpose of performing its obligations hereunder.  Without written permit from Beijing Miyuan, any of the Existing Shareholders shall not disclose the above Confidential Information to any third party, otherwise he/she shall assume Default liabilities and indemnify any losses.

8.2Upon the termination of this Agreement, upon Beijing Miyuan’s request, each of the Existing Shareholders shall return, destroy or otherwise dispose of all of the documents, materials or software containing the Confidential Information, and cease using such Confidential Information.

8.3Notwithstanding any other provisions hereunder, this Article shall survive the suspension or termination of this Agreement.

ARTICLE IX. TERM OF THE AGREEMENT

This Agreement shall come into effect from the date of execution by the Parties, and shall terminate once all of the Option Equity Interests have been legally transferred to Beijing Miyuan and/or other entity or individual designated by Beijing Miyuan as agreed in accordance with this Agreement.

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ARTICLE X. NOTICE

10.1All notices, requests, demands and other correspondences required by or in accordance with this Agreement shall be delivered to the relevant Party in writing.

10.2The above notices or other correspondences shall be deemed to be properly delivered upon sending when delivered through fax or telegraph, upon delivered in person when personally delivered, or at the fifth (5th) day of mailing if sent by mail.

ARTICLE XI. DEFAULT LIABILITIES

11.1The Parties agree and acknowledge that, in the event that a Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement (the “Default”).  The non-defaulting party (the “Non-defaulting Party”) shall be entitled to request the Defaulting Party to rectify the Default or take remedial measures within a reasonable period.  In the event that the Defaulting Party fails to rectify the Default or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is the Existing Shareholder or Century Xique, the Non-defaulting Party shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Beijing Miyuan, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party.

11.2The Parties agree and acknowledge that the Existing Shareholders and Century Xique shall not request to terminate this Agreement for any reason under any circumstances.

11.3The rights and remedies hereunder shall be accumulative and shall not preclude any other statutory rights or remedies.

11.4Notwithstanding any other provisions hereunder, this Article shall survive the suspension or termination of this Agreement.

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ARTICLE XII. MISCELLANEOUS

12.1This Agreement shall be signed in eight (8) originals in Chinese. Each original shall have equal legal force, and each Party shall retain one (1) original of this Agreement in each language.

12.2The conclusion, validity, performance, amendment, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

12.3Any dispute arising out of or relating to this Agreement shall be settled by the disputing Parties through consultation. In case the disputing Parties fail to reach an agreement within thirty (30) days of the dispute, such dispute shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in Beijing in accordance with the arbitration rules of CIETAC then in effect.  The arbitration award shall be final and binding upon the disputing Parties.

12.4Any right, power and remedy granted to a Party under any provision of this Agreement shall not preclude any other right, power or remedy such Party is entitled to under any laws or regulations or any other provision of this Agreement.  The exercise of its right, power and remedy by a Party shall not preclude the exercise of any other right, power and remedy that such Party is entitled to.

12.5Any Party’s failure or delay in exercising any of its right, power and remedy (“Such Rights”) under this Agreement or laws shall not result in a waiver of Such Rights, nor shall any single or partial waiver of any Such Right preclude any exercise of Such Right in other manner or the exercise of any other Such Rights by such Party.

12.6The headings in this Agreement shall be for reference purpose only and shall not be used for or affect the construction of the Agreement in any event.

12.7Each provision of this Agreement shall be severable and independent of each of the other provision.  In the event that one or several provisions of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected.

12.8This Agreement, once executed, shall supersede any other legal documents executed previously by and among the Parties regarding the same subject hereof.  Any amendment or supplement to this Agreement shall be made in writing, and shall take effect after duly executed by the Parties.

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12.9Without prior written consent of Beijing Miyuan, any of the Existing Shareholders or Century Xique shall not transfer any of its rights and/or obligations hereunder to any third party.  Beijing Miyuan shall be entitled to transfer any of its rights and/or obligations hereunder to any third party designated by it after notifying the Existing Shareholders and Century Xique.

12.10This Agreement shall be binding upon the legal successor of each Party.

[Remainder of this page is intentionally left blank]

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[Signature Page]

IN WITNESS WHEREOF, this Exclusive Purchase Option Agreement has been duly executed by the Parties as of the date and at the place first above written.

Haiyan GONG		Xu LIU
Signature:	/s/ Haiyan Gong	Signature:	/s/ Xu Liu
Yongqiang QIAN		Qingjun ZHU
Signature:	/s/ Yongqiang Qian	Signature:	/s/ Qingjun Zhu
Cheng LI		Fuping YU
Signature:	/s/ Cheng Li	Signature:	/s/ Fuping Yu
BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD.		BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD.
(Company Seal) [seal: Beijing Miyuan Information Technology Co., Ltd.]		(Company Seal) [seal: Beijing Shiji Xique Information Technology Co., Ltd.]
Signature:	/s/ Haiyan Gong	Signature:	/s/ Haiyan Gong
Name:		Name:
Title: Authorized Representative		Title: Authorized Representative

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Exhibit I

Basic Information of Century Xique

Company Name: Beijing Shiji Xique Information Technology Co., Ltd.

Registered Address: Room 6551, Building No. 3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing

Registered Capital: RMB1 million

Legal Representative: Haiyan GONG

Shareholding Structure:

Name of Shareholder	Contribution to Registered Capital			Percentage of Capital Contribution
Haiyan GONG	RMB	[377,400	]	[37.74	]%
Xu LIU	RMB	[29,900	]	[2.99	]%
Yongqiang QIAN	RMB	[451,300	]	[45.13	]%
Cheng LI	RMB	[29,600	]	[2.96	]%
Fuping YU	RMB	[72,000	]	[7.2	]%
Qingjun ZHU	RMB	[39,800	]	[3.98	]%
Total	RMB	1,000,000		100	%

Fiscal Year: January 1 to December 31 of a calendar year

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Exhibit II

Form of Exercise Notice

To: [Name of the Existing Shareholders]

Whereas our company has entered into an EXCLUSIVE PURCHASE OPTION AGREEMENT (the “Agreement”) with you and Beijing Shiji Xique Information Technology Co., Ltd. (“Century Xique”) on             , 2011, under which, to the extent as allowed under the PRC laws and regulations, you shall, upon request of our company, transfer to our company or any third party designated by our company the equity interests held by you/your company in Century Xique.

Now therefore, our company hereby notifies you as follows:

Our company hereby request to exercise the Purchase Option under the Agreement to purchase     % of the equity interests held by you in Century Xique (the “Equity Interests to Be Transferred”) by our company/[name of the company/individual] designated by our company.  Once you receive this notice, please promptly transfer the Equity Interests to Be Transferred to our company/[name of the company/individual] designated by our company in accordance with the Agreement.

Yours Sincerely,

Beijing Miyuan Information Technology Co., Ltd.

(Company Seal)

Authorized Representative:

Date:

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Exhibit III

Form of Power of Attorney

I,                               , hereby irrevocably authorize                              [ID No.                                     ] to act as my authorized representative to execute the Equity Transfer Agreement regarding the transfer of the equity interests in Beijing Shiji Xique Information Technology Co., Ltd. by and among Beijing Shiji Xique Information Technology Co., Ltd., Beijing Miyuan Information Technology Co., Ltd. and me, and other relevant legal documents.

Signature:

Date:

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Power of Attorney

I, Qingjun ZHU, hereby irrevocably authorize Haiyan GONG [ID No. [*****************]*] to act as my authorized representative to execute the Equity Transfer Agreement regarding the transfer of the equity interests in Beijing Shiji Xique Information Technology Co., Ltd. by and among Beijing Shiji Xique Information Technology Co., Ltd., Beijing Miyuan Information Technology Co., Ltd. and me, and other relevant legal documents.

Signature:	/s/ Qingjun Zhu
Date: February 25, 2011

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Power of Attorney

I, Xu LIU, hereby irrevocably authorize Haiyan GONG [ID No.[*****************]*] to act as my authorized representative to execute the Equity Transfer Agreement regarding the transfer of the equity interests in Beijing Shiji Xique Information Technology Co., Ltd. by and among Beijing Shiji Xique Information Technology Co., Ltd., Beijing Miyuan Information Technology Co., Ltd. and me, and other relevant legal documents.

Signature:	/s/ Xu Liu
Date: February 25, 2011

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Power of Attorney

I, Cheng LI, hereby irrevocably authorize Haiyan GONG [ ID No. [*****************]*] to act as my authorized representative to execute the Equity Transfer Agreement regarding the transfer of the equity interests in Beijing Shiji Xique Information Technology Co., Ltd. by and among Beijing Shiji Xique Information Technology Co., Ltd., Beijing Miyuan Information Technology Co., Ltd. and me, and other relevant legal documents.

Signature:	/s/ Cheng Li
Date: February 25, 2011

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Power of Attorney

I, Yongqiang QIAN, hereby irrevocably authorize Haiyan GONG [ID No. [*****************]*] to act as my authorized representative to execute the Equity Transfer Agreement regarding the transfer of the equity interests in Beijing Shiji Xique Information Technology Co., Ltd. by and among Beijing Shiji Xique Information Technology Co., Ltd., Beijing Miyuan Information Technology Co., Ltd. and me, and other relevant legal documents.

Signature:	/s/ Yongqiang Qian
Date: March 2, 2011

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Power of Attorney

I, Fuping YU, hereby irrevocably authorize Haiyan GONG [ID No. [*****************]*] to act as my authorized representative to execute the Equity Transfer Agreement regarding the transfer of the equity interests in Beijing Shiji Xique Information Technology Co., Ltd. by and among Beijing Shiji Xique Information Technology Co., Ltd., Beijing Miyuan Information Technology Co., Ltd. and me, and other relevant legal documents.

Signature:	/s/ Fuping Yu
Date: February 25, 2011

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EX-10.21

Exhibit 10.21

Confidential

EQUITY PLEDGE AGREEMENT

Regarding

BEIJING SHIJI XIQUE 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

This EQUITY PLEDGE AGREEMENT (this “Agreement”) is made on February 17, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following parties:

(1)HAIYAN GONG

Chinese ID No.: [*****************]*

(2)XU LIU

Chinese ID No.: [*****************]*

(3)YONGQIANG QIAN

Chinese ID No.: [*****************]*

(4)CHENG LI

Chinese ID No.: [*****************]*

(5)FUPING YU

Chinese ID No.: [*****************]*

(6)QINGJUN ZHU

Chinese ID No.: [*****************]*

(The above individuals are hereinafter collectively referred to as the “Pledgors”, and individually as a “Pledgor”.)

(7)BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. (the “Pledgee”)

Registered address: Room 408-409, Level 4, 39 Anding Road, Chaoyang District, Beijing

Legal representative: Haiyan GONG

(For the purpose of this Agreement, the above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)

WHEREAS:

(1)The Pledgors are the registered shareholders of Beijing Shiji Xique Information Technology Co., Ltd. (registered address: Room 6551, Building No. 3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing; legal representative: Gong Haiyan) (the “Company”) and legally hold all the equity interests in the Company (the “Equity Interests”), whose capital contribution and shareholding percentages in the Company as of the date hereof are set forth in Exhibit I attached hereto.

*  This portion has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 406 under the Securities Act of 1933, as amended.

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(2)Pursuant to the exclusive purchase option agreement entered into by and among the Pledgors, the Pledgee and the Company on February 17, 2011 (the “Purchase Option Agreement”), to the extent as allowed under the PRC laws, the Pledgors shall, upon request of the Pledgee, transfer to the Pledgee or any other entity or individual designated by the Pledgee all or part of the Equity Interests held by the Pledgors in the Company.

(3)Pursuant to the shareholders’ voting rights entrustment agreement entered into by and among the Pledgee, the Company and the Pledgors on February 17, 2011 (the “Voting Rights Entrustment Agreement”), the Pledgors have entrusted Haiyan GONG with full authority to represent the Pledgors to exercise all of their voting rights enjoyed by the Pledgors as the shareholders of the Company.

(4)Pursuant to an exclusive technology license and services agreement entered into by and between the Pledgee and the Company on February 17, 2011 (the “Services Agreement”), the Company has exclusively engaged the Pledgee to provide relevant technology license and technology support services to it and will pay the relevant fees for such license and services to the Pledgee.

(5)In order to secure the performance of the Contractual Obligations (as defined below) and the repayment of the Secured Indebtedness (as defined below) by the Pledgors and the Company, the Pledgors agree to pledge all of their Equity Interests in the Company to the Pledgee and grant the Pledgee the first priority right of repayment.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I.DEFINITIONS

1.1Unless otherwise provided according to the context, in this Agreement, the following terms shall have the meanings given below:

“Contractual Obligations”	refers to all the contractual obligations of the Pledgors under the Purchase Option Agreement, the Voting Rights Entrustment Agreement, and this Agreement; and all the contractual obligations of the Company under the Purchase Option Agreement, the Voting Rights Entrustment Agreement and the Services Agreement.
“Default Event”	refers to any of the following events: (i) violation of any of his/her Contractual Obligations under the Purchase Option Agreement, the Voting Rights

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	Entrustment Agreement and thisAgreement by any of the Pledgors; (ii) violation of any of its Contractual Obligations under the Purchase Option Agreement, the Voting Rights Entrustment Agreement and the Services Agreement by the Company; or (iii) any of the Purchase Option Agreement, the Voting Rights Entrustment Agreement, the Services Agreement or this Agreement becomes invalid or unenforceable due to changes to PRC Laws or promulgation of new PRC Laws or any other reasons and the Pledgee fails to find alternative arrangement to realize its purpose under the Transaction Agreements.
“Equity Pledge”	has the meaning as specified in Article 2.2 hereof.
“Secured Indebtedness”	refers to all direct, indirect, derivative losses and losses of anticipated benefits incurred by the Pledgee due to any Default Event by the Pledgors and/or the Company, the amount of which shall, to the extend as allowed under the PRC Laws, be determined by the Pledgee at its absolute sole discretion, which shall be fully binding upon the Pledgors; and all the expenses incurred by the Pledgee for enforcing the Pledgors and/or the Company to perform the Contractual Obligations.
“Pledges”	refers to all the Equity Interests legally owned by the Pledgors when this Agreement comes into effect, which will be pledged to the Pledgee in accordance with this Agreement in order to secure the performance of the Contractual Obligations by the Pledgors and the Company (the Equity Interests pledged by each Pledgor are set forth in Exhibit I attached hereto);

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	and the increased capital contribution andequity dividends as set forth in Article 2.6 and Article 2.7 hereof.
“PRC Laws”	refers to the laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory instruments of China then in effect.
“Power of Attorney”	has the meaning as specified in Article 12.11 hereof.
“Such Right”	has the meaning as specified in Article 12.6 hereof.
“Transaction Agreements”	refers to the Purchase Option Agreement, the Voting Rights Entrustment Agreement and the Services Agreement.

1.2Reference to any PRC Laws hereunder shall be deemed to include:

(1)any amendments, changes, extensions and reenactment pertaining to such PRC Laws, whether the effective dates of which are prior to or after the date of this Agreement; and

(2)any other decisions, notices and regulations promulgated in accordance with or taking effect as a result of such PRC Laws.

1.3Unless otherwise provided in the context hereof, references to the articles, clauses, items and paragraphs in this Agreement shall mean the corresponding articles, clauses, items and paragraphs of this Agreement.

ARTICLE II. EQUITY PLEDGE

2.1The Pledgors hereby agree to pledge the Pledges they legally own and have right to dispose of to the Pledgee in accordance with this Agreement, so as to secure the performance of the Contractual Obligations and the repayment of the Secured Indebtedness.

2.2The Pledgors warrant that they shall record the equity pledge arrangement (the “Equity Pledge”) hereunder in the shareholder register of the Company on the execution date of this Agreement, and shall use their best endeavors to register such Equity Pledge with the industry and commerce registration authority in accordance with Article 2.3.

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2.3The Pledgors warrant that they will, within [three (3)] working days after the execution of this Agreement, procure and cooperate with the Company to submit the application to the relevant industry and commerce registration authority for the pledge registration in relation to the Equity Pledge (the “Equity Pledge Registration”), and shall complete the Equity Pledge Registration within reasonable period of time to the extent as allowed under the relevant laws and policies.  The Equity Pledge shall take effect from the completion date of the Equity Pledge Registration.

2.4In the event of any possible obvious decrease in the value of the Pledges, which is sufficient to detriment the rights of the Pledgee, the Pledgee may, at any time, require the Pledgors to provide relevant securities as supplement.  In the event that the Pledgors refuse to or are not able to provide such supplementary securities, the Pledgee may represent the Pledgors to auction or sell off the Pledges, and to reach an agreement with the Pledgors to use the proceeds from the auction or sale for prepayment of the Secured Indebtedness or deliver the proceeds to a notary public at the place of the Pledgee for escrow (all expenses arising therefrom shall be borne by the Pledgors).

2.5Where any Default Event occurs, the Pledgee shall be entitled to dispose of the Pledges in accordance with Article IV hereof.

2.6Without prior consent of the Pledgee, the Pledgors shall not increase the registered capital of the Company.  The increased capital contribution due to the capital increase by the Pledgors shall be within the scope of the Pledges.

2.7Without prior consent of the Pledgee, the Pledgors shall not receive any equity dividends or dividends with respect to the Pledges.  The equity dividends or dividends arising from the Pledges distributed to the Pledgors shall be deposited in an account designated by and under the monitor of the Pledgee, to be used as the Pledges for repayment of the Secured Indebtedness.

2.8Where any Default Event occurs, the Pledgee shall have the right to dispose of any of the Pledges of any Pledgors in accordance with this Agreement.

ARTICLE III. RELEASE OF PLEDGE

After the Pledgors and the Company sufficiently and fully perform all of their Contractual Obligations, the Pledgee shall, upon the request of the Pledgors, release the pledge hereunder and cooperate with the Pledgors to de-register the Equity Pledge recorded in the shareholders register of the Company and to de-register the Equity Pledge Registration.  The reasonable expenses for release of the pledge shall be borne by the Pledgee.

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ARTICLE IV. DISPOSAL OF THE PLEDGES

4.1The Pledgors and the Pledgee hereby agree that, in the event of any Default Event, the Pledgee shall, upon serving written notice to the Pledgors, have the right to exercise all rights and powers of remedies it is entitled to under PRC Laws, the Transaction Agreements and this Agreement, including but not limited to being repaid with first priority with the proceeds from auction or sale of the Pledges.  The Pledgee shall not be liable for any loss incurred due to its reasonable exercise of such rights and powers.

4.2The Pledgee shall be entitled to appoint its lawyer or other representative in writing to exercise any and all of the above rights and powers, and the Pledgors shall not raise any objection to such arrangement.

4.3All the reasonable expenses incurred by the Pledgee arising out of its exercise of any and all of the above rights and powers shall be borne by the Pledgors, and the Pledgee shall be entitled to deduct such actual expenses from the payment it obtains from its exercise of such rights and powers.

4.4The payment the Pledgee obtains from its exercise of its rights and powers shall be used in the following orders:

Firstly, to pay all the expenses arising from the disposal of the Pledges and the Pledgee’s exercise of its rights and powers (including but not limited to court fees, legal fees and commissions to the agent);

Secondly, to pay taxes payable due to the disposal of the Pledges; and

Thirdly, to repay the Secured Indebtedness to the Pledgee.

In case there is any remaining amount after the above payments, the Pledgee shall return the remaining amount to the Pledgors or any other person who is entitled to such remaining amount according to laws and regulations, or deliver such remaining amount to a notary public at the place of the Pledgee for escrow (all expenses arising therefrom shall be borne by the Pledgors).

4.5The Pledgee shall be entitled to elect to exercise any of its remedies simultaneously or successively.  The Plegdee shall not be obliged to exercise any other remedy prior to the exercise of the auction or sale of the Pledges hereunder.

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ARTICLE V. COST AND EXPENSES

All actual expenses in relation to the creation of the Equity Pledge hereunder, including (but not limited to) stamp duty, any other taxes and all legal fees, shall be borne by the Pledgee.

ARTICLE VI. SUSTAINABILITY AND NO WAIVER

The Equity Pledge created hereunder shall be a continuous security, the validity of which shall remain until the Contractual Obligations have been fully performed and the Secured Indebtedness has been fully repaid.  Any waiver or grace granted by the Pledgee to any default by the Pledgors or any delay of the Pledgee in exercising any of its rights under the Transaction Agreements and this Agreement shall not affect the Pledgee’s right under this Agreement and the relevant PRC Laws and the Transaction Agreements to request the Pledgors to strictly perform the Transaction Agreements and this Agreement at any time in the future, or any rights the Pledgee is entitled to due to any future violation of the Transaction Agreements and/or this Agreement by the Pledgors.

ARTICLE VII. REPRESENTATIONS AND WARRANTIES

The Pledgors hereby severally and jointly represent and warrant to the Pledgee as follows:

7.1The Pledgors are Chinese citizens with full civil capacity, full and independent legal status and legal capacity and duly authorization to execute, deliver and perform this Agreement, and may act as an eligible party to litigation independently.

7.2The Pledgors have the full power and authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by them, and to consummate the contemplated transaction hereunder.

7.3All reports, documents and information with respect to the Pledgors and all the matters required by this Agreement, provided by the Pledgors to the Pledgee prior to the effectiveness of this Agreement, are true and accurate in all material aspects as of the effective date of this Agreement.

7.4All reports, documents and information with respect to the Pledgors and all the matters required by this Agreement, provided by the Pledgors to the Pledgee after the effectiveness of this Agreement, are true, accurate and valid in all material aspects upon providing of such information.

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7.5Upon effectiveness of this Agreement, the Pledgors are the sole legal owner of the Pledges, who have the right to dispose of the Pledges and any part thereof, and there is no existing dispute regarding the title of the Pledges.

7.6Except for the encumbrances created on the Pledges hereunder and the rights created under the Transaction Agreements, there is no any other encumbrance or third party right on the Pledges.

7.7The Pledges can be pledged and transferred according to law, and the Pledgors have the sufficient right and power to pledge the Pledges to the Pledgee in accordance with this Agreement.

7.8Once duly executed by the Pledgors, this Agreement shall constitute legal, valid and binding obligations on the Pledgors.

7.9any third party consent, permit, waiver, authorization or any governmental approval, permit, exemption or registration or filing procedures with any government authorities (if legally required), which is required for the execution and performance of this Agreement and the Equity Pledge hereunder, has been obtained or completed, and will remain in full effect during the term of this Agreement.

7.10The execution and performance of this Agreement by the Pledgors do not violate or conflict with any laws applicable to the Pledgors, any agreement to which the Pledgor is a party or binding upon the Pledgor’s assets, any court decision, any arbitration award or decision by any administrative authority.

7.11The Equity Pledge hereunder shall constitute the first priority encumbrance on the Pledges.

7.12There is no pending or, to the knowledge of the Pledgors, expected lawsuit, legal proceeding or claim against the Pledgors, its assets or the Pledges before any court or arbitral tribunal, nor is there any pending or, to the knowledge of the Pledgors, any expected lawsuit, legal proceeding or claim against the Pledgors, its assets or the Pledges before any government or administrative authority, which will have material or adverse impact on the economic conditions of the Pledgors or their capability to perform their obligations and the security liability hereunder.

7.13The Pledgors hereby warrant to the Pledgee that, under any circumstances prior to the full performance of the Contractual Obligations or the full repayment of the Secured Indebtedness, the above representations and warranties shall be true and accurate and shall be fully complied with.

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ARTICLE VIII. COVENANTS OF THE PLEDGORS

The Pledgors hereby severally covenant to the Pledgee as follows:

8.1In order to realize the purposes of this Agreement, the Pledgors shall submit the application to the relevant industry and commerce registration authority for the Equity Pledge Registration in accordance with Article 2.3, and complete the Equity Pledge Registration within reasonable period of time to the extent as allowed under the relevant laws and policies and any other formalities required by laws and regulations for realization of the arrangement hereunder.

8.2Without prior written consent of the Pledgee, the Pledgors shall not create or allow to be created any new pledge or any other encumbrance on the Pledges.  Any pledge or other encumbrance created on all or part of the Pledges without prior written consent of the Pledgee shall be invalid.

8.3Without prior written notice to and prior written consent of the Pledgee, the Pledgors shall not transfer the Pledges and all contemplated transfer by the Pledgors shall be invalid.  The proceeds received by the Pledgors from such transfer shall be used for prepayment of the Secured Indebtedness or delivered to a third party agreed with the Pledgee for escrow.  Where any of the Plegdors transfers the Pledges held by him/her after obtaining the consent from the Pledgee, the Pledges held by the other Pledgor shall remain governed by this Agreement and unaffected thereby.

8.4Where any lawsuit, arbitration or other claim occurs, which may have adverse effect on the Pledgors, the Pledgee’s interests under the Transaction Agreements and this Agreement or the Pledges, the Pledgors covenant that they shall promptly notify the Plegdee in writing as soon as practical and, upon reasonable request from the Pledgee, take all necessary measures to ensure the pledge interests of the Pledgee in the Pledges.

8.5The Pledgors shall not take or allow to be taken any conduct or act which may have adverse effect on the Pledgee’s interests under the Transaction Agreements and this Agreement or the Pledges.

8.6The Pledgors covenant that, upon reasonable request from the Pledgee, they shall take all necessary measures to execute all necessary documents (including but not limited to a supplementary agreement to this Agreement), so as to ensure the pledge right and interests of the Pledgee in the Pledges and the exercise and realization of such right.

8.7In the event of any transfer of any Pledges as a result of the exercise of the pledge right hereunder, the Pledgors shall take all necessary measures to realize such transfer.

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ARTICLE IX. CHANGE OF SITUATIONS

As a supplement which shall not conflict with other provisions of the Transaction Agreements and this Agreement, if at any time the Pledgee believes the validity of thisAgreement and/or the disposal of the Pledges in accordance with this Agreement becomes illegal or incompliant with such PRC Laws due to promulgation of any new PRC Laws or any change of the existing PRC Laws or construction or application thereof, or due to changes to the relevant registration procedures, the Pledgors shall, according to written instruction and upon reasonable request from the Pledgee, promptly take any measures and/or execute any agreement or other documents, so as to:

(1)maintain the validity of this Agreement;

(2)facilitate the disposal of the Pledges in accordance with this Agreement; and/or;

(3)maintain or realize the intent of this Agreement or the security created hereunder.

ARTICLE X. EFFECTIVENESS AND TERM OF THIS AGREEMENT

10.1This Agreement shall come into effect upon satisfaction of all the following conditions:

(1)this Agreement has been duly executed by the Parties;

(2)the Equity Pledge hereunder has been recorded in the shareholder register of the Company according to law.

The Pledgors shall provide the evidence of the registration of such Equity Pledge in the said shareholder register to the Pledgee in the form to the satisfaction of the Pledgee.

10.2This Agreement shall remain in effect until the full performance of the Contractual Obligations or the full repayment of the Secured Indebtedness.

ARTICLE XI. NOTICE

11.1All notices, requests, demands and other correspondences required by or in accordance with this Agreement shall be delivered to the relevant Party in writing.

11.2The above notices or other correspondences shall be deemed to be properly delivered upon sending when delivered through fax or telegraph, upon delivered

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in person when personally delivered, or at the fifth (5th) day of mailing if sent by mail.

ARTICLE XII. MISCELLANEOUS

12.1Without the consent of the Pledgors and after serving notice to the Pledgors, the Pledgee may transfer any of its rights and/or obligations hereunder to any third party.  Without prior written consent of the Pledgee, the Pledgors shall not transfer any of its rights, obligations or liabilities hereunder to any third party.  The successor of the Pledgors or the approved transferee (if any) shall continue to perform the Pledgors’ obligations hereunder.

12.2This Agreement shall be signed in Chinese, with [seven (7)] originals.  Each Party shall retain one (1) original of this Agreement.  This Agreement can be signed in more originals for the purpose of registration and filing (if necessary).

12.3The conclusion, validity, performance, amendment, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

12.4Any dispute arising out of or relating to this Agreementshall be settled by the disputing Parties through consultation. In case the disputing Parties fail to reach an agreement within thirty (30) days of the dispute, such dispute shall be submitted to theChina International Economic and Trade Arbitration Commission (“CIETAC”)for arbitration in Beijing in accordance with the arbitration rules of CIETAC then in effect. The arbitration award shall be final and binding upon the disputing Parties.

12.5Any right, power and remedy granted to a Party under any provision of this Agreement shall not preclude any other right, power or remedy such Party is entitled to under any laws or regulations or any other provision of this Agreement.  The exercise of its right, power and remedy by a Party shall not preclude the exercise of any other right, power and remedy that such Party is entitled to.

12.6Any Party’s failure or delay in exercising any of its right, power and remedy (“Such Rights”) under this Agreement or laws shall not result in a waiver of Such Rights, nor shall any single or partial waiver of any Such Right preclude any exercise of Such Right in other manner or the exercise of any other Such Rights by such Party.

12.7The headings in this Agreement shall be for reference purpose only and shall not be used for or affect the construction of the Agreement in any event.

12.8Each provision of this Agreement shall be severable and independent of each of the other provision.  In the event that one or several provisions of this

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Agreement become invalid, illegal or unenforceable at any time, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected.

12.9Any amendment or supplement to this Agreement shall be made in writing, and except that the Pledgee transfers its rights hereunder in accordance with Article 12.1, any amendment or supplement to this Agreement shall take effect after being duly executed by the Parties.

12.10Subject to Article 12.1 above, this Agreement shall be binding upon the legal successor of each Party.

12.11Upon execution of this Agreement, the Pledgors shall respectively execute a power of attorney (as set forth in Exhibit II attached hereto, the “Power of Attorney”),authorizing any person appointed by the Pledgee (the “Authorized Person”) to represent the Pledgors to execute any and all legal documents required for the exercise of the Pledgee’s rights hereunder according to this Agreement.  Such Power of Attorney shall be kept in the Pledgee’s custody, and where necessary, the Pledgee may submit such Power of Attorney to the relevant government authorities at any time.  Only when the Pledgee delivers written notice to the Pledgors requesting replacement of the Authorized Person, shall the Pledgors promptly revoke the authorization to the existing Authorized Person and authorize the Authorized Person otherwise appointed by the Pledgee to represent the Pledgors to execute any and all legal documents required for the exercise of the Pledgee’s rights hereunder according to this Agreement, and the new Power of Attorney, once executed, shall supersede the original Power of Attorney; except for the above circumstance, the Pledgors shall not revoke the Power of Attorney made to the Authorized Person.

[Remainder of this page is intentionally left blank]

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[Signature Page]

IN WITNESS WHEREOF, this Equity Pledge Agreement has been duly executed by the Partiesas of the date and at the place first above written.

Haiyan GONG		Xu LIU
Signature:	/s/ Haiyan Gong	Signature:	/s/ Xu Liu
Yongqiang QIAN		Qingjun ZHU
Signature:	/s/ Yongqiang Qian	Signature:	/s/ Qingjun Zhu
Cheng LI		Fuping YU
Signature:	/s/ Cheng Li	Signature:	/s/ Fuping Yu
BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD.(Company Seal) [seal: Beijing Miyuan Information Technology Co., Ltd.]
Signature:	/s/ Haiyan Gong
Name:
Title:

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Exhibit I

Basic Information of the Company

Company Name: Beijing Shiji Xique Information Technology Co., Ltd.

Registered Address: Room 6551, Building No. 3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing

Registered Capital: RMB1 million

Legal Representative: Haiyan GONG

Shareholding Structure:

Name of Shareholders	Contribution toRegistered Capital			Percentage ofCapital Contribution
Haiyan GONG	RMB	[377,400	]	[37.74	]%
Xu LIU	RMB	[29,900	]	[2.99	]%
Yongqiang QIAN	RMB	[451,300	]	[45.13	]%
Cheng LI	RMB	[29,600	]	[2.96	]%
Fuping YU	RMB	[72,000	]	[7.2	]%
Qingjun ZHU	RMB	[39,800	]	[3.98	]%
Total	RMB	1,000,000		100	%

Fiscal Year: January 1 to December 31 of a calendar year

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Exhibit II

Form of Power of Attorney

I,                               , hereby irrevocably authorize                                [ID No.                                               ] to act as my authorized representative to execute all the legal documents relating to the exercise of the shareholder’s rights with respect to all of the equity interests held by me in Beijing Shiji Xique Information Technology Co., Ltd. (including but not limited to the transfer of such equity interests to Beijing Miyuan, but excluding attendance of the shareholders’ meeting or exercising the shareholder’s voting right in the shareholders’ meeting).

Signature:

Date:

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Power of Attorney

I, Xu LIU, hereby irrevocably authorize Haiyan GONG [ID No. [*****************]*] to act as my authorized representative to execute all the legal documents relating to the exercise of the shareholder’s rights with respect to all of the equity interests held by me in Beijing Shiji Xique Information Technology Co., Ltd. (including but not limited to the transfer of such equity interests to Beijing Miyuan, but excluding attendance of the shareholders’ meeting or exercising the shareholder’s voting right in the shareholders’ meeting).

Signature:	/s/ Xu Liu
Date: February 25, 2011

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Power of Attorney

I, Fuping YU, hereby irrevocably authorize Haiyan GONG [ID No. [*****************]*] to act as my authorized representative to execute all the legal documents relating to the exercise of the shareholder’s rights with respect to all of the equity interests held by me in Beijing Shiji Xique Information Technology Co., Ltd. (including but not limited to the transfer of such equity interests to Beijing Miyuan, but excluding attendance of the shareholders’ meeting or exercising the shareholder’s voting right in the shareholders’ meeting).

Signature:	/s/ Fuping Yu
Date: February 25, 2011

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Power of Attorney

I, Cheng LI, hereby irrevocably authorize Haiyan GONG [ID No. [*****************]*] to act as my authorized representative to execute all the legal documents relating to the exercise of the shareholder’s rights with respect to all of the equity interests held by me in Beijing Shiji Xique Information Technology Co., Ltd. (including but not limited to the transfer of such equity interests to Beijing Miyuan, but excluding attendance of the shareholders’ meeting or exercising the shareholder’s voting right in the shareholders’ meeting).

Signature:	/s/ Cheng Li
Date: February 25, 2011

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Power of Attorney

I, Yongqiang QIAN, hereby irrevocably authorize Haiyan GONG [ID No. [*****************]*] to act as my authorized representative to execute all the legal documents relating to the exercise of the shareholder’s rights with respect to all of the equity interests held by me in Beijing Shiji Xique Information Technology Co., Ltd. (including but not limited to the transfer of such equity interests to Beijing Miyuan, but excluding attendance of the shareholders’ meeting or exercising the shareholder’s voting right in the shareholders’ meeting).

Signature:	/s/ Yongqiang Qian
Date: March 2, 2011

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Power of Attorney

I, Qingjun ZHU, hereby irrevocably authorize Haiyan GONG [ID No. [*****************]*] to act as my authorized representative to execute all the legal documents relating to the exercise of the shareholder’s rights with respect to all of the equity interests held by me in Beijing Shiji Xique Information Technology Co., Ltd. (including but not limited to the transfer of such equity interests to Beijing Miyuan, but excluding attendance of the shareholders’ meeting or exercising the shareholder’s voting right in the shareholders’ meeting).

Signature:	/s/ Qingjun Zhu
Date: February 25, 2011

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EX-10.22

Exhibit 10.22

Confidential

SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT
AGREEMENT

Regarding

BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD.

By and among

BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD.

BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD.

And

HAIYAN GONG

And

XU LIU

And Others

February 17, 2011

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SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT

This SHAREHOLDERS’ VOTING RIGHTS ENTRUSTMENT AGREEMENT (the “Agreement”) is made on February 17, 2011 in Beijing, the People’s Republic of China (“China” or “PRC”) by and among the following Parties:

(1)	BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. (“Beijing Miyuan”)
	Registered address: Room 408-409, Level 4, 39 Anding Road, Chaoyang District, Beijing;
	Legal representative: Haiyan Gong
(2)	BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. (“Century Xique”)
	Registered address: Room 6551, Building No. 3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing
	Legal representative: Haiyan Gong
(3)	HAIYAN GONG
	Chinese ID No.: [*****************]*
(4)	XU LIU
	Chinese ID No.: [*****************]*
(5)	YONGQIANG QIAN
	Chinese ID No.: [*****************]*
(6)	CHENG LI
	Chinese ID No.: [*****************]*
(7)	FUPING YU
	Chinese ID No.: [*****************]*
(8)	QINGJUN ZHU
	Chinese ID No.: [*****************]*
	(The above individuals are hereinafter collectively referred to as the “Shareholders” and individually as a “Shareholder”.)

WHEREAS:

1. The Shareholders are the entire existing shareholders of Century Xique, and legally hold all the equity interests in Century Xique;

*  This portion has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 406 under the Securities Act of 1933, as amended.

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2.The Shareholders respectively intend to grant the person designated by Beijing Miyuan the authority to exercise the voting rights enjoyed by them in Century Xique, and Beijing Miyuan agrees to designate the relevant person to accept such authorization.

NOW, THEREFORE, the Parties agree as follows:

ARTICLE I. ENTRUSTMENT OF VOTING RIGHTS

1.1The Shareholders hereby irrevocably warrant that, after the execution of this Agreement, he/she will execute a power of attorney respectively to authorize Haiyan GONG (ID No. [*****************]*, the “Authorized Person”) to exercise the following rights enjoyed by each of the Shareholders as the shareholders of Century Xique as granted by the articles of association of Century Xique then in effect (collectively the “Authorized Rights”):

(1)attending the shareholders’ meeting of Century Xique as the representative of each Shareholder;

(2)representing each Shareholder to vote for all the matters that shall be discussed and resolved by the shareholders’ meeting (including but not limited to appointment and election of senior management of Century Xique such as directors, general manager and so on);

(3)proposing the convention of the extraordinary shareholders’ meeting;

(4)any shareholders’ rights as specified by laws; and

(5)other shareholders’ voting rights under the articles of association of Century Xique (including any other shareholders’ voting rights as provided in such amended articles of association).

1.2The precondition for the above authorization and entrustment is that the Authorized Person shall be a Chinese citizen and that Beijing Miyuan consents to the above authorization and entrustment.  Only when Beijing Miyuan delivers written notice to the Shareholders requiring replacement of the Authorized Person, shall the Shareholders promptly revoke the authorization to the existing Authorized Person hereunder and authorize the Chinese citizen otherwise designated by Beijing Miyuan to exercise the Authorized Rights according to this Agreement, and the new authorization and entrustment, once made, shall supersede the original authorization and entrustment; except for the above circumstance, the Shareholders shall not revoke the authorization and entrustment granted to the Authorized Person.

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1.3The Authorized Person shall perform the entrusted obligations within the scope of the authorization under this Agreement in a prudent and diligent manner.  The Shareholders shall acknowledge and be liable for any legal consequences arising from the exercise of any of the Authorized Rights by the Authorized Person.

1.4The Shareholders hereby confirm that the Authorized Person does not need to seek the opinion from the Shareholders before exercising the above Authorized Rights.  However, after each resolution is adopted or the proposal for convention of extraordinary shareholders’ meeting is made, the Authorized Person shall notify the Shareholders regarding such promptly.

ARTICLE II. RIGHT TO INFORMATION

For the purpose of exercising the Authorized Rights hereunder, the Authorized Person shall be entitled to have access to various information of Century Xique such as the operation, business, clients, finance, employees of the company, and the relevant materials of Century Xique (including but not limited to any accounts, financial statements, contracts, internal correspondences, meeting minutes of board of directors and other documents related to the finance, business and operation), and Century Xique shall fully cooperate with the exercising of the above rights by the Authorized Person.

ARTICLE III. EXERCISE OF THE AUTHORIZED RIGHTS

3.1The Shareholders shall provide full assistance to the exercise of the Authorized Rights by the Authorized Person, including promptly executing the shareholders’ resolution of Century Xique as adopted by the Authorized Person or other relevant legal documents when necessary (including for satisfying the documentation requirements for government approvals, registrations and filings).

3.2In case at any time during the term of this Agreement, the grant or exercise of the Authorized Rights hereunder cannot be realized for any reason (except for default by the Shareholders or Century Xique), the Parties shall promptly seek the alternative arrangement most similar to the provision that cannot be realized, and execute a supplementary agreement amending or adjusting the provisions of this Agreement when necessary, so as to ensure the sustainable realization of the purpose of this Agreement.

ARTICLE IV. EXEMPTION AND INDEMNITY

4.1The Parties acknowledge that Beijing Miyuan shall not be required to be liable to or make any economic or other indemnity to other Parties or any third party due to the exercise of the Authorized Rights by the Authorized Person under this Agreement.

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4.2Century Xique and the Shareholders agree to indemnify and hold harmless Beijing Miyuan and the Authorized Person from all losses incurred or may be incurred due to the exercise of the Authorized Rights by the Authorized Person, including but not limited to any losses caused by lawsuits, demands, arbitrations, claims initiated by any third parties or administrative investigations initiated and penalties imposed by government agencies.If such losses are due to Beijing Miyuan’s deliberate action or gross negligence, such losses shall be excluded from such indemnity.

ARTICLE V.  REPRESENTATIONS AND WARRANTIES

5.1The Shareholders hereby severally and jointly represent and warrant as follows:

5.1.1Each of the Shareholders is a Chinese citizen with full civil capacity, full and independent legal status and legal capacity, and may act as an eligible party to litigation independently.

5.1.2The Shareholders have the full power and authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction hereunder to be executed by them, and to consummate the contemplated transaction hereunder.

5.1.3This Agreement shall be legally and duly executed and delivered by the Shareholders.  This Agreement shall constitute legal and binding obligation upon the Shareholders, and can be enforced against the Shareholders in accordance with this Agreement.

5.1.4The Shareholders are the registered legal shareholders of Century Xique when this Agreement comes into effect.  Except for the rights created under this Agreement, the Equity Pledge Agreement by and among the Shareholders and Beijing Miyuan, and the Exclusive Purchase Option Agreement by and among the Shareholders, Century Xique and Beijing Miyuan, the Authorized Rights shall be free of any third party rights.  Pursuant to this Agreement, the Authorized Person may completely and fully exercise the Authorized Rights in accordance with the articles of association of Century Xique then in effect.

5.2Beijing Miyuan and Century Xique hereby respectively represent and warrant as follows:

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5.2.1Each of Beijing Miyuan and Century Xique is a limited liability company duly registered and existing under the PRC Laws with independent legal person status.  Each of Beijing Miyuan and Century Xique has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act as an eligible party to litigation independently.

5.2.2Each of Beijing Miyuan and Century Xique has the full internal corporate power and authorization to execute and deliver this Agreement and all other documents relevant to the contemplated transaction to be executed by it, and to consummate the contemplated transaction.

5.3Century Xique further represents and warrants that the Shareholders are the entire registered and legal shareholders of Century Xique when this Agreement comes into effect.  Pursuant to this Agreement, the Authorized Person may completely and fully exercise the Authorized Rights in accordance with the articles of association of Century Xique then in effect.

ARTICLE VI. TERM OF THE AGREEMENT

6.1This Agreement shall become effective upon the execution by the Parties and shall be valid until February 16, 2021, unless terminated earlier pursuant to the Parties’ written agreement, or in accordance with Article 8.1 of this Agreement. Prior to theexpiry of this Agreement, if any Party requests for an extension of this Agreement, the Parties shall conduct negotiation in good faith. If a mutual agreement is reached, the Parties shall enter into a separate Shareholders’ Voting Rights Entrustment Agreement in accordance with the agreed terms, otherwise the term of this Agreement shall be automatically extended for ten years and the Parties shall continue with the performance of this Agreement.

6.2In the event any Shareholder transfers all of his/her equity interests in Century Xique upon prior consent of Beijing Miyuan, such Shareholder shall no longer be a Party to this Agreement, but the obligations and warrants of the other Parties hereunder shall not be so adversely affected.

ARTICLE VII. NOTICE

7.1All notices, requests, demands and other correspondences required by or in accordance with this Agreement shall be delivered to the relevant Party in writing.

7.2The above notices or other correspondences shall be deemed to be properly delivered upon sending when delivered through fax or telegraph, upon delivered

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in person when personally delivered, or at the fifth (5th) day of mailing if sent by mail.

ARTICLE VIII. DEFAULT LIABILITIES

8.1The Parties agree and acknowledge that, in the event that a Party (the “Defaulting Party”) substantially violates any of the agreements hereunder or fails to perform any of its obligations hereunder substantially, it shall constitute a default under this Agreement (the “Default”).  Any of the non-defaulting parties (the “Non-defaulting Party”) shall be entitled to request the Defaulting Party to rectify the Default or take remedial measures within a reasonable period.  In the event that the Defaulting Party fails to rectify the Default or take remedial measures within a reasonable period or within ten (10) days after a written notice sent by the Non-defaulting Party to the Defaulting Party requesting for the rectification, and if the Defaulting Party is any of the Shareholders or Century Xique, the Non-defaulting Party shall be entitled to determine, at its sole discretion, to: (1) terminate this Agreement and request the Defaulting Party to indemnify all losses incurred by the Non-defaulting Party, or (2) request the Defaulting Party to continue to perform its obligations hereunder and indemnify all losses incurred by the Non-defaulting Party; if the Defaulting Party is Beijing Miyuan, the Non-defaulting Party shall be entitled to request the Defaulting Party to continue to perform its obligations hereunder and to indemnify all losses incurred by the Non-defaulting Party.

8.2The Parties agree and acknowledge that the Shareholders or Century Xique shall not request to early terminate this Agreement for any reason under any circumstances, except otherwise required under the law or under this Agreement.

8.3Notwithstanding any other provisions hereunder, this Article shall survive the suspension or termination of this Agreement.

ARTICLE IX. MISCELLANEOUS

9.1This Agreement shall be signed in [eight (8)] originals in Chinese.Each original shall have equal legal force, and each Party shall retain one (1) original of this Agreement in each language.

9.2The conclusion, validity, performance, amendment, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

9.3Any dispute arising out of or relating to this Agreementshall be settled by the disputing Parties through consultation. In case the disputing Parties fail to reach an agreement within thirty (30) days of the dispute, such dispute shall be submitted to theChina International Economic and Trade Arbitration Commission (“CIETAC”)for arbitration in Beijing in accordance with the

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arbitration rules of CIETAC then in effect. The arbitration award shall be final and binding upon the disputing Parties.

9.4Any right, power and remedy granted to a Party under any provision of this Agreement shall not preclude any other right, power or remedy such Party is entitled to under any laws or regulations or any other provision of this Agreement.  The exercise of its right, power and remedy by a Party shall not preclude the exercise of any other right, power and remedy that such Party is entitled to.

9.5Any Party’s failure or delay in exercising any of its right, power and remedy (“Such Rights”) under this Agreement or laws shall not result in a waiver of Such Rights, nor shall any single or partial waiver of any Such Right preclude any exercise of Such Right in other manner or the exercise of any other Such Rights by such Party.

9.6The headings in this Agreement shall be for reference purpose only and shall not be used for or affect the construction of the Agreement in any event.

9.7Each provision of this Agreement shall be severable and independent of each of the other provision.  In the event that one or several provisions of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected.

9.8Any amendment or supplement to this Agreement shall be made in writing, and shall take effect after duly executed by the Parties.

9.9Without prior written consent of the other Parties, any Party shall not transfer any of its rights and/or obligations under this Agreement to any third party.

9.10This Agreement shall be binding upon the legal successor of each Party.

[Remainder of this page is intentionally left blank]

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[Signature Page]

IN WITNESS WHEREOF, this Shareholders’ Voting Rights Entrustment Agreement has been duly executed by the Parties as of the date and at the place first above written.

BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD.		BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD.
(Company Seal) [seal: Beijing Miyuan Information Technology Co., Ltd.]		(Company Seal) [seal: Beijing Shiji Xique Information Technology Co., Ltd.]
Signature:	/s/ Haiyan Gong	Signature:	/s/ Haiyan Gong
Name:		Name:
Title:		Title:
Haiyan GONG		Xu LIU
Signature:	/s/ Haiyan Gong	Signature:	/s/ Xu Liu
Yongqiang QIAN		Qingjun ZHU
Signature:	/s/ Yongqiang Qian	Signature:	/s/ Qingjun Zhu
Cheng LI		Fuping YU
Signature:	/s/ Cheng Li	Signature:	/s/ Fuping Yu

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EX-10.24

Exhibit 10.24

Confidential

LOAN AGREEMENT

By and among

HAIYAN GONG

YU ZHANG

And

BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD.

February 17, 2011

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LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”) is entered into on February 17, 2011 in [Beijing] by and among the following parties:

1.HAIYAN GONG, a citizen of China (Chinese ID No.: [*****************]*)

2.YU ZHANG, a citizen of China (Chinese ID No.: [*****************]*);

(Hereinafter individually referred to as a “Borrower”, and collectively as the “Borrowers”);

3.BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD., a wholly foreign owned enterprise established under the laws of the PRC, with the registered address at Room 408-409, Level 4, 39 Anding Road, Chaoyang District, Beijing (the “Lender”).

(For the purpose of this Agreement, the above parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.)

WHEREAS:

1.Beijing Shiji Xique Information Technology Co., Ltd. (“Century Xique”) is a limited liability company established under the laws of the PRC, with the registered address at Room 6552, Building No. 3, 3 Xijing Road, High Tech Park, Shijingshan District Badachu, Beijing, with registered capital of RMB1 million and Haiyan Gong and Yu Zhang as the existing shareholders on the share register of Century Xique;

2.There was an oral agreement by and among the shareholders of the Lender and the Borrowers on October 8, 2010 which provides: the shareholders of the Lender shall lend an amount equal to the RMB equivalent of the Loan (as defined below) to the Borrowers, and the entire amount shall be used by the Borrowers as contribution to the registered capital of Century Xique. Because the Lender was not incorporated at the time of the oral agreement, such Loan was not actually extended to the Borrowers but instead, the Borrowers paid the registered capital in advance out of their personal fund. In November 2010, the Borrowers made a lump sum payment of the registered capital of Century Xique in full totaling RMB1 million. At that time the Parties did not enter into any written agreement with regard to the aforesaid matters. To confirm the aforesaid matters and set forth the relevant rights and obligations of the Parties, the Parties hereby enter into this agreement and expressly agree as follows:

ARTICLE I DEFINITION

1.1In this Agreement,

*  This portion has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 406 under the Securities Act of 1933, as amended.

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“Debt” means the outstanding amount under the Loan;

“Effective Date” means the execution date of this Agreement by the Parties;

“Loan” means the USD loan provided to the Borrowers by the Lender;

“PRC” or “China” means the People’s Republic of China, for purpose of this Agreement, excluding Hong Kong, Macau and Taiwan;

“Repayment Notice” has the meaning ascribed thereto in Article 3.1 hereof;

“Repayment Request” has the meaning ascribed thereto in Article 3.2 hereof;

“Such Rights” has the meaning ascribed thereto in Article 8.5 hereof.

1.2           Relevant terms referred to in this Agreement have the following meanings:

“Article” shall be construed as the articles of this Agreement, unless otherwise provided in the context of this Agreement;

“Tax” shall be construed as any tax, fees, tariff or other charges of same nature (including but not limited to any penalty or interest in respect to the non-payment or delayed payment of such Tax);

“Borrowers” and “Lender” shall be construed to include the successor and assignees permitted by the Parties for their own benefits.

1.3Unless otherwise provided, references to this Agreement or any other agreements or documents in this Agreement shall include any amendments, changes, replacement or supplements to this Agreement or such other agreements or documents that have been made or may be made from time to time (as the case may be).

1.4           The headings in this Agreement are for convenient reference only.

1.5           Unless otherwise provided in the context, plural shall include single and vice versa.

ARTICLE II AMOUNT AND INTEREST OF THE LOAN

2.1The Parties hereby acknowledge that the principal of the Loan that the Lender will provide to the Borrowers shall be RMB [one million] (RMB1,000,000) in aggregate, of which:

the principal provided to Haiyan Gong shall be RMB seven hundred thousand (RMB700,000);

the principal provided to Yu Zhang shall be RMB three hundred thousand (RMB300,000).

2.2The interest rate of the Loan hereunder shall be zero, i.e., the Loan hereunder shall be interest-free.

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ARTICLE III REPAYMENT OF THE LOAN

3.1The Lender may, at any time and at its absolute sole discretion, request either or both of the Borrowers to repay part or all of the Debt by delivering to the Borrowers a repayment notice (the “Repayment Notice”) thirty (30) days in advance.  In the event that the Lender requests either of the Borrowers to repay the Debt according to the preceding sentence, the Lender shall have the right to purchase or designate a third party to purchase from such Borrower their respective equity interests in Century Xique at a purchase price equivalent to the Debt that the Lender requests the Borrower to repay; provided that the ratio of such purchased equity interests in the total equity interests held by such Borrower in Century Xique shall be equivalent to the ratio of the Debt requested to be repaid in the Loan principal that such Borrower borrows hereunder.

3.2Either Borrower may, at any time, request to repay part or all of the Debt by delivering to the Lender a repayment request (the “Repayment Request”) thirty (30) days in advance.  In such case, the Lender shall have the right to purchase or designate a third party to purchase from such Borrower their respective equity interests in Century Xique at a purchase price equivalent to the Debt that the Borrower intends to repay; provided that the ratio of such purchased equity interests in the total equity interests held by such Borrower in Century Xique shall be equivalent to the ratio of the Debt contemplated to be repaid in the Loan principal that such Borrower borrows hereunder.

3.3Upon the expiration of such thirty (30)-day period of the Repayment Notice or the Repayment Request, the Borrower that is requested or requests for repayment shall pay off the Debt in cash or otherwise as determined by the board of the Lender through resolutions in accordance with the Lender’s articles of association and applicable laws and regulations.

3.4When the Borrowers repay the Debt according to this Article II, the Parties shall complete the equity interests transfer simultaneously according to the above Article 3.1 or Article 3.2, to ensure that concurrently with the repayment of the Debt, the Lender or the third party designated by the Lender has legally and fully acquired the relevant equity interests in Century Xique in accordance with Article 3.1 or Article 3.2, free of any pledges or other encumbrances.

ARTICLE IV TAX

All Tax in relation to the Loan shall be borne by the Lender.

ARTICLE V CONFIDENTIALITY

5.1Whether this Agreement is terminated or not, the Borrowers shall be obliged to keep confidential the following information (collectively the “Confidential Information”): (i) the execution, performance of this Agreement and the content hereof; and (ii) trade secret, proprietary information and client information of the Lender that are known to or received by the Borrowers as a result of execution and performance of this Agreement.  The Borrowers shall use such Confidential Information only for the purpose of performing its obligations hereunder.  Without written permit from the Lender, any of the

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Borrowers shall not disclose the above Confidential Information to any third party, otherwise he/she shall assume default liabilities and indemnify any losses incurred by the Lender.

5.2Upon the termination of this Agreement, upon the Lender’s request, each of the Borrowers shall return, destroy or otherwise dispose of all of the documents, materials or software containing the Confidential Information, and cease using such Confidential Information.

5.3Notwithstanding any other provisions hereunder, this Article V shall survive the suspension or termination of this Agreement.

ARTICLE VI NOTICE

6.1All notices, requests, demands and other correspondences required by or in accordance with this Agreement shall be delivered to the relevant Party in writing.

6.2The above notices or other correspondences shall be deemed to be properly delivered upon sending when delivered through fax or telegraph, upon delivered in person when personally delivered, or at the fifth (5th) day of mailing if sent by mail.

ARTICLE VII DEFAULT LIABILITY

7.1Each of the Borrowers covenants that if any lawsuits, claims, allegations, costs, damages, requests, expenses, liabilities, losses and proceedings are suffered by or caused to the Lender due to the breach of any obligations hereunder by the Borrower, the Borrower shall indemnify and hold harmless of the Lender.

7.2Notwithstanding any other provisions hereunder, this Article shall survive the suspension or termination of this Agreement.

ARTICLE VIII MISCELLANEOUS

8.1This Agreement shall be signed in Chinese with three (3) originals. Each original shall have equal legal force.  Each Party shall retain one (1) original of this Agreement in each language.

8.2The conclusion, validity, performance, amendment, interpretation and termination of this Agreement shall be governed by the laws of the People’s Republic of China.

8.3Any dispute arising out of or relating to this Agreement shall be settled by the disputing Parties through consultation. In case the disputing Parties fail to reach an agreement within thirty (30) days of the dispute, such dispute shall be submitted to the China International Economic and Trade Arbitration Commission (“CIETAC”) for arbitration in Beijing in accordance with the arbitration rules of CIETAC then in effect.  The arbitration award shall be final and binding upon the disputing Parties.

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8.4Any right, power and remedy granted to a Party under any provision of this Agreement shall not preclude any other right, power or remedy such Party is entitled to under any laws or regulations or any other provision of this Agreement.  The exercise of its right, power and remedy by a Party shall not preclude the exercise of any other right, power and remedy that such Party is entitled to.

8.5Any Party’s failure or delay in exercising any of its right, power and remedy (“Such Rights”) under this Agreement or laws shall not result in a waiver of Such Rights, nor shall any single or partial waiver of any Such Right preclude any exercise of Such Right in other manner or the exercise of any other Such Rights by such Party.

8.6The headings in this Agreement shall be for reference purpose only and shall not be used for or affect the construction of the Agreement in any event.

8.7Each provision of this Agreement shall be severable and independent of each of the other provision.  In the event that one or several provisions of this Agreement become invalid, illegal or unenforceable at any time, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected.

8.8Any amendment or supplement to this Agreement shall be made in writing, and shall take effect after duly executed by the Parties.

8.9Without prior written consent of the Lender, any of the Borrowers shall not transfer any of its rights and/or obligations hereunder to any third party.  The Lender shall be entitled to transfer any of its rights and/or obligations hereunder to any third party designated by it after notifying the other Parties.

8.10This Agreement shall be binding upon the legal successor of each Party.

[Remainder of this page is intentionally left blank]

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[Signature Page]

IN WITNESS WHEREOF, this Loan Agreement has been duly executed by the Parties as of the date and at the place first above written.

HAIYAN GONG
Signature:	/s/ Haiyan Gong
YU ZHANG
Signature:	/s/ Yu Zhang
BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD.
(Company Seal) [seal: Beijing Miyuan Information Technology Co., Ltd.]
Signature:	/s/ Haiyan Gong
Name:
Title:

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EX-10.27

Exhibit 10.27

Confidential

Contract Transfer Agreement

BY AND BETWEEN:

Haiyan Gong, Xu Liu, Yu Zhang, etc.

and

Beijing Miyuan Information Technology Co., Ltd.

and

Miyuan (Shanghai) Information Technology Co., Ltd.

April 5, 2011

Contract Transfer Agreement

THIS CONTRACT TRANSFER AGREEMENT (“this Agreement”) is made on this 5th day of April 2011, in Beijing, People’s Republic of China (hereinafter “PRC”) by and between:

1.Gong Haiyan, a PRC citizen (ID number: [*****************]*);

2.Liu Xu, a PRC citizen (ID number: [*****************]*);

3.Zhang Yu, a PRC citizen (ID number: [*****************]*);

4.Qian Yongqiang, a PRC citizen (ID number: [*****************]*);

5.Li Cheng, a PRC citizen (ID number: [*****************]*);

6.Yu Fuping, a PRC citizen (ID number: [*****************]*);

7.Zhu Qingjun, a PRC citizen (ID number: [*****************]*);

8.Beijing Miyuan Information Technology Co., Ltd. (hereinafter “Beijing Miyuan”)

Registered Address: Room 408-409, Floor 4, 39 Anding Road, Chaoyang District, Beijing;

9.Miyuan (Shanghai) Information Technology Co., Ltd. (hereinafter “Shanghai Miyuan”)

Registered Address: Room 1701-9, 98 Songhu Road, Yangpu District, Shanghai;

Beijing Miyuan and Shanghai Miyuan shall hereinafter be collectively referred to as the”Transfer Agreeing Parties”

The said parties are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

WHEREAS,

(1)         Gong Haiyan and Shanghai Miyuan signed a Loan Contract on July 10, 2007, agreeing to Shanghai Miyuan’s lending RMB 9,000,000 to Gong Haiyan for business

*  This portion has been omitted and filed separately with the Securities and Exchange Commission, pursuant to Rule 406 under the Securities Act of 1933, as amended.

development of Shanghai Huaqianshu Information Technology Co., Ltd. (hereinafter “Shanghai Jiayuan.com”); Gong Haiyan, Liu Xu and Shanghai Miyuan signed Restatement of the Loan Contract on Jan. 25, 2011 ,agreeing to Shanghai Miyuan’s providing loans equaling to US$624,480 and US$575,520 respectively to Gong Haiyan and Liuxu for business development of Shanghai Jiayuan.com(Collectively referred to as “Shanghai Jiayuan.com Loan Contract”);

(2)         Gong Haiyan, Zhang Yu and Beijing Miyuan signed a Loan Contract on Feb. 17, 2011 (hereinafter “Beijing Jiayuan.com Loan Contract”), agreeing to Beijing Miyuan’s lending RMB 700,000 and RMB 300,000 respectively to Gong Haiyan and Zhang Yu for the contribution to the registered capital of Beijing Huaqianshu Information Technology Co., Ltd. (hereinafter “Beijing Jiayuan.com”);

(3)         Gong Haiyan, Zhang Yu and Beijing Miyuan signed a Loan Contract on Feb. 17, 2011 (hereinafter “Century Magpie Loan Contract”, with the above other loan contracts, collectively referred to as “Loan Contracts”), agreeing to Beijing Miyuan’s lending RMB 700,000 and RMB 300,000 respectively to Gong Haiyan and Zhang Yu for the contribution to the registered capital of Beijing Shiji Xique Information Technology Co., Ltd. (hereinafter “Century Magpie”);

(4)         On Jan.19 2011, the shareholders and their share percentage of Shanghai Jiayuan.com, Beijing Jiayuan.com and Century Magpie changed after a series of shares transfers. As of the effective date of the Agreement, the shareholders of, and their share percentages in,Shanghai Jiayuan.com, Beijing Jiayuan.com and Century Magpie are shown in Appendix I.

(5)         The Parties, after friendly consultations, agree that Gong Haiyan and Liu Xu shall transfer the rights and obligations under the Shanghai Jiayuan.com Loan Contract to Qian Yongqiang, Yu Fuping, Zhu Qingjun, Li Cheng, and agree that Gong Haiyan and Zhang Yu shall transfer the rights and obligations under the Beijing Jiayuan.com Loan Contract and Century Magpie Loan Contract to Qian Yongqiang, Yu Fuping, Zhu Qingjun, Liu Xu and Li Cheng.

NOW THEREFORE, the Parties hereby agree as follows:

Article 1 Contracts Transfer

1.1 Liu Xu and Gong Haiyan shall, as from the effective date of the Agreement, transfer Shanghai Jiayuan.com Loan Contract respectively to Qian Yongqiang, Li Cheng, Yu Fuping and Zhu Qingjun in accordance with the share percentages of the shareholders of Shanghai Jiayuan.com listed in Appendix I (that is to say, Gong Haiyan shall transfer to Qian Yongqiang 39.99% of loans under Shanghai Jiayuan.com Loan Contract and corresponding rights and obligations; Liu Xu shall transfer to Qian Yongqiang 5.14% of

loans under Shanghai Jiayuan.com Loan Contract and corresponding rights and obligations; Liu Xu shall transfer to Yu Fuping 7.2% of loans under Shanghai Jiayuan.com Loan Contract and corresponding rights and obligations; Liu Xu shall transfer to Zhu Qingjun 3.98% of loans under Shanghai Jiayuan.com Loan Contract and corresponding rights and obligations; Liu Xu shall transfer to Li Cheng 2.96% of loans under Shanghai Jiayuan.com Loan Contract and corresponding rights and obligations).

1.2 Zhang Yu and Gong Haiyan shall, as from the effective date of the Agreement, transfer Beijing Jiayuan.com Loan Contract respectively to Qian Yongqiang, Li Cheng, Yu Fuping, Zhu Qingjun and Liu Xu in accordance with the share percentages of the shareholders of Beijing Jiayuan.com listed in Appendix I (that is to say, Gong Haiyan shall transfer to Qian Yongqiang 32.26% of loans under Beijing Jiayuan.com Loan Contract and corresponding rights and obligations; Zhang Yu shall transfer to Qian Yongqiang 12.87% of loans under Beijing Jiayuan.com Loan Contract and corresponding rights and obligations; Zhang Yu shall transfer to Yu Fuping 7.2% of loans under Beijing Jiayuan.com Loan Contract and corresponding rights and obligations; Zhang Yu shall transfer to Zhu Qingjun 3.98% of loans under Beijing Jiayuan.com Loan Contract and corresponding rights and obligations; Zhang Yu shall transfer to Liu Xu 2.99% of loans under Beijing Jiayuan.com Loan Contract and corresponding rights and obligations; Zhang Yu shall transfer to Li Cheng 2.96% of loans under Beijing Jiayuan.com Loan Contract and corresponding rights and obligations).

1.3 Zhang Yu and Gong Haiyan shall, as from the effective date of the Agreement, transfer Century Magpie Loan Contract respectively to Qian Yongqiang, Li Cheng, Yu Fuping, Zhu Qingjun and Liu Xu in accordance with the share percentage of the shareholders of Century Magpie listed in Appendix I (that is to say, Gong Haiyan shall transfer to Qian Yongqiang 32.26% of loans under Century Magpie Loan Contract and corresponding rights and obligations; Zhang Yu shall transfer to Qian Yongqiang 12.87% of loans under Century Magpie Loan Contract and corresponding rights and obligations; Zhang Yu shall transfer to Yu Fuping 7.2% of loans under Century Magpie Loan Contract and corresponding rights and obligations; Zhang Yu shall transfer to Zhu Qingjun 3.98% of loans under Century Magpie Loan Contract and corresponding rights and obligations; Zhang Yu shall transfer to Liu Xu 2.99% of loans under Century Magpie Loan Contract and corresponding rights and obligations; Zhang Yu shall transfer to Li Cheng 2.96% of loans under Century Magpie Loan Contract and corresponding rights and obligations).

1.4     Transfer Agreeing Parties hereby agree and confirm the transfer of the above Loan Contracts.

Article 2 Rights and Obligations of the Parties

2.1 As transferors, Liu Xu, Gong Haiyan and Zhang Yu shall, as from the effective date of the Agreement, submit all records relevant to the Loan Contracts to the transferees

(Article .2.2) or their designated representatives, and shall bear in accordance with law all the taxes (if any) arising from the performance of the Agreement.

2.2 As transferees, Qian Yongqiang, Li Cheng, Yu Fuping, Zhu Qingjun and Liu Xu shall, as from the effective date of the Agreement, appropriately accept the Loan Contracts, bear in accordance with law all the taxes(if any) arising from the performance of the Agreement, and observe the obligations strictly in accordance with the Loan Contracts.

2.3 As Transfer Agreeing Parties, Shanghai Miyuan and Beijing Miyuan, after the Loan Contracts are appropriately transferred under the Agreement, shall enjoy the rights and fully observe the obligations in time strictly in accordance with the Loan Contracts.

2.4 As for the signing and performance of the Agreement, and the trade secrets of the other party (ies) known in the process of signing and performance of the Agreement, each party shall keep in strictest confidence.

Article 3 Representations and Warranties

Transferors and transferees hereby represent and warrant as follows:

3.1 Have full capacity for civil rights and civil conduct in accordance with the governing law.

3.2   Have full power and authority to execute and perform this Agreement and other documents to be signed by them which are related to the transaction contemplated hereunder, and have full power and authority to complete the transaction contemplated hereunder.

3.3 Once lawfully and appropriately executed and delivered, this Agreement will constitute legally binding obligations upon them.

3.4 Except as otherwise contemplated by this Agreement, no notice to or filing with any government authority or third party is required to be made, and no license, permission, consent, authorization, qualification, instruction or other approval is required to be obtained from any government authority or third party, in connection with the execution, delivery or performance of this Agreement.

3.5 The execution and delivery of this Agreement, the completion of the transaction and the performance of the terms and conditions under this Agreement are not in breach of any law or regulation that are needed to be observed or are binding, or in breach of any judicial or administrative order, verdict, judgment or decree, or in breach of or constitute nonperformance under terms of any binding agreement, contract, document or promise.

Article 4 Effectiveness

This Agreement shall take effect from the date of its execution by the Parties.

Article 5 Notices

5.1 All notices, requests, demands, and other communications required or made under this Agreement shall be in writing and sent to relative party(ies).

5.2 In the case of transmission by facsimile, the transmission shall be deemed delivered upon delivery; In case of delivering face to face, the transmission shall be deemed delivered upon delivery; all notices or communications sent by registered mail shall be deemed delivered on fifth (5) business day from the time of posting.

Article 6 Breach of Agreement

6.1 The Parties agree and confirm that if any party (the “Breaching Party”) materially breach any terms of this Agreement or unable to perform any obligation under this Agreement, it will constitute a breach of agreement (“Breach of Agreement”). Other party (the “Observant Party”) may request remedying or correcting measures in reasonable time. If the Breaching Party does not perform any remedy or correcting measures in the reasonable time required by the Observant Party or within Ten (10) days after the written notice of the Observant Party, then the observant party may request the Breaching Party to compensate all damages arising out of Breach of Agreement .

6.2 The rights and remedies designated by this Agreement are accumulative, and do not exclude other rights or remedies under laws and regulations.

6.3 Notwithstanding any other provision of this Agreement, Article 6 shall survive after this Agreement is ceased or terminated.

Article 7 Miscellaneous

7.1 This Agreement shall be made in Chinese and executed in Nine (9) original copies and is hold respectively by each Party, and each original copy has the same legal effect.

7.2 The execution, validity, performance, amendment, interpretation, and termination of this Agreement are governed by the laws of PRC.

7.3 The Parties shall settle any dispute arising out of or in connection with this Agreement through friendly consultation. In case no settlement can be reached within thirty (30) days after the dispute arises, the dispute shall be referred to and finally resolved in Beijing by China International Economic and Trade Arbitration Commission (the “CIETAC”) in accordance with its arbitration rules. The arbitration award shall be final and conclusive and binding upon the Parties.

7.4 No failure or delay by any Party in exercising any right or remedy under this Agreement or provided by law shall operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right or remedy.

7.5 The headings herein contained are for convenience only, and shall not be used in or affect the interpretation of the provisions under any circumstance.

7.6 Any provision under this Agreement is severable from other provisions. If any provision of this Agreement becomes invalid, illegal or non-enforceable, the validity, legality or enforceability of other provisions shall not be affected thereby.

7.7 This Agreement, once executed, shall supersede any other prior legal documents between the Parties with respect to the matter hereof. Any amendments and supplements to this Agreement shall be made by a written instrument duly executed by the Parties.

7.8 This Agreement is binding on the Parties herein and their respective lawful successors and assignees.

 [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

[SIGNATURE PAGE]

IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date and in the place first above written.

Gong Haiyan		Liu Xu
Signature:	/s/ Haiyan Gong	Signature:	/s/ Xu Liu
Qian Yongqiang		Zhu Qingjun
Signature:	/s/ Yongqiang Qian	Signature:	/s/ Qingjun Zhu
Li Cheng		Yu Fuping
Signature:	/s/ Cheng Li	Signature:	/s/ Fuping Yu
Zhang Yu
Signature:	/s/ Yu Zhang
Beijing Miyuan Information Technology Co., Ltd. (Seal)		Miyuan (Shanghai) Information Technology Co., Ltd. (Seal)
(Company Seal) [seal: Beijing Miyuan Information Technology Co., Ltd.]		(Company Seal) [seal: Miyuan (Shanghai) Information Technology Co., Ltd.]
Signature:		Signature:
Name:		Name:
Title: Authorized Representative		Title: Authorized Representative

Appendix I:: General information about Shanghai Jiayuan.com, Beijing Jiayuan.com and Century Magpie

1. Shanghai Jiayuan.com

Registered Address: Room 1114, No. 1, Lane 127, Guotai Road, Yangpu District, Shanghai

Registered Capital: RMB10,000,000 Yuan

Legal representative: Qian Yongqiang

Share Structure:

Shareholder	Capital Contribution (RMB yuan)	Percentage
Gong Haiyan	3,774,000	37.74	%
Liu xu	299,000	2.99	%
Qian Yongqiang	4,513,000	45.13	%
Li Cheng	296,000	2.96	%
Yu Fuping	720,000	7.2	%
Zhu Qingjun	398,000	3.98	%
Total	10,000,000	100	%

2. Beijing Jiayuan.com

Registered Address: Room 6552, Building 3, Xijing Raod No.3, Badachu High Tech. Garden, Shijingshan District, Beijing

Registered Capital: RMB1,000,000 Yuan

Legal representative: Gong Haiyan

Share structure:

Shareholder	Capital Contribution (RMB Yuan)	Percentage
Gong Haiyan	377,400	[37.74	]%
Liu Xu	29,900	[2.99	]%
Qian Yongqiang	451,300	[45.13	]%
Li Cheng	29,600	[2.96	]%
Yu Fuping	72,000	[7.2	]%
Zhu Qingjun	39,800	[3.98	]%
Total	1,000,000	100	%

3. Century Magpie

Registered address: Room 6551, Building 3, Xijing Road 3, Badachu Hign Tech Garden, Shijingshan District, Beijing

Registered capital: RMB 1,000,000

Legal representative: Gong Haiyan

Share structure:

Shareholder	Capital contribution (RMB yuan)	Percentage
Gong Haiyan	377,400	[37.74	]%
Liu Xu	29,900	[2.99	]%
Qian Yongqiang	451,300	[45.13	]%
Li Cheng	29,600	[2.96	]%
Yu Fuping	72,000	[7.2	]%
Zhu Qingjun	39,800	[3.98	]%
Total	1,000,000	100	%