Filed pursuant to Rule 433
Issuer Free Writing Prospectus
Registration No. 333-173619
May 11, 2011
JIAYUAN.COM INTERNATIONAL LTD.
Jiayuan.com International Ltd., or the Company, has filed a registration statement on Form F-1, including a prospectus, with the Securities and Exchange Commission, or the SEC, for the offering to which this free writing prospectus relates. Before you invest in the securities being offered, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. Investors should rely upon the prospectus and any relevant free writing prospectus for complete details. You may get these documents and other documents the Company has filed for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free Merrill Lynch, Pierce, Fenner & Smith Incorporated (1-866-500-5408) or Citigroup Global Markets Inc. (1-877-858-5407) (calling these numbers is not toll free outside the United States). You may also access the Company's most recent preliminary prospectus dated May 11, 2011, which is included in Amendment No. 5 to the Company's registration statement on Form F-1, as filed with the SEC via EDGAR on May 11, 2011, or Amendment No. 5, by visiting EDGAR on the SEC website at: http://sec.gov/Archives/edgar/data/1511683/000104746911004910/a2203664zf-1a.htm
On May 9, 2011, the Company filed Amendment No. 4 to its registration statement on Form F-1, including a preliminary prospectus. This free writing prospectus updates and supplements the information contained in the Company's preliminary prospectus, dated May 9, 2011. All references to page numbers are to Amendment No. 5.
Our History and Corporate Structure
The following sentence was added on page 4:
As of the date of this prospectus, Beijing Miyuan has not commenced operations, it does not have any staff or assets and it does not generate any revenue.
1
The following sentence, diagram and related footnotes have been added on pages 5-6:
The following diagram illustrates our shareholding and corporate structure as of the date of this prospectus:
2
also revoke Beijing Miyuan's business license on its own initiative even if we do not voluntarily deregister Beijing Miyuan and return the business license. If Beijing Miyuan is deregistered and its business license is returned to the local AIC for cancellation, or its business license is revoked by the local AIC office, Beijing Miyuan will no longer be a validly existing legal entity. See "Risk FactorsRisks Relating to Regulation of Our Business and to Our StructureIf Beijing Miyuan, one of our PRC subsidiaries, is deregistered or if its business license is cancelled or revoked by the government, we may be required to incur additional costs to reorganize our corporate structure" and "Risk FactorsRisks Related to Doing Business in ChinaPRC regulations relating to the establishment of offshore SPVs by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liabilities or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries' ability to increase their registered capital or distribute profits to us or may otherwise adversely affect us."
Footnote (2) on pages 12-13 (as amended) is set forth below:
Risks Relating to Regulation of Our Business and Our Structure
If the PRC government finds that the agreements that establish the structure for operating our China business do not comply with restrictions on foreign investment in the online dating services industry and prohibitions on privately funded non-enterprise institutions from engaging in profit-making business operations, we could be subject to severe penalties, including discontinuation of our operations.
The third paragraph on page 29 and the carryover paragraph on page 30 (as amended) is set forth below:
In the opinion of Zhong Lun Law Firm, our PRC legal counsel, (i) the corporate structures of our company, our PRC subsidiaries, our PRC operating companies and Jiayuan Shanghai Center, except for Beijing Miyuan's Foreign Invested Enterprise Approval Certificate being deemed invalid, are in compliance with existing PRC laws and regulations, (ii) even though Beijing Miyuan's Foreign Invested Enterprise Approval Certificate has been deemed invalid, Beijing Miyuan is a validly existing wholly foreign-owned enterprise with legal person status and limited liability under PRC Laws because its business license has not been revoked or returned for cancellation, and (iii) the contractual arrangements between our PRC subsidiaries, on the one hand, and our PRC operating companies and/or their shareholders and/or Jiayuan Shanghai Center, on the other hand, including the assignments of contractual arrangement by Beijing Miyuan to Shanghai Miyuan concerning Beijing Huaqianshu and Xique, are valid, binding and enforceable, and will not result in any violation of PRC laws or regulations currently in effect. However, our PRC legal counsel has further advised us that substantial uncertainties still exist as to how the FITE Regulations, MII Circular 2006 and Privately Funded Non-enterprise Institutions Regulation will be interpreted and implemented by the PRC authorities and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the FITE Regulations, MII Circular 2006 and Privately Funded Non-enterprise Institutions Regulation. If the Ministry of Industry and Information Technology, or MIIT, the successor of MII, the Ministry of Civil Affairs, or another PRC regulatory agency subsequently takes a view contrary to ours or if we, our PRC subsidiaries, or any of our PRC operating companies and Jiayuan Shanghai Center are found to have violated any existing or
3
future PRC laws or regulations, or our corporate structure is found to be in violation with any existing or future PRC laws or regulations, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:
The following risk factor has been added on page 32:
We may be unable to complete the transfer of the equity interest in Shanghai Miyuan from Harper to Jiayuan Hong Kong which may cause us to incur additional costs, divert resources and management attention.
Under the relevant PRC laws, Shanghai Miyuan has received all of the required governmental approvals from local MOFCOM and is currently updating its registrations with the AIC and SAFE. While Harper's transfer of its 100% equity interest in Shanghai Miyuan to Jiayuan Hong Kong has been approved by the local branch of the Ministry of Commerce, Shanghai Miyuan is still required to update its registration with the AIC to reflect the transfer. In addition, Shanghai Miyuan is also required to update its foreign exchange registration certificate with the local office of the SAFE in Shanghai after the AIC registration is completed. Under PRC Law, the AIC is required to complete the update registration within 15 days after receiving the application and the local office of the SAFE in Shanghai is required to complete the update of Shanghai Miyuan's foreign exchange registration certificate within 20 days after accepting the application. As Shanghai Miyuan's registered capital has been fully paid, we believe the registration updates with the AIC and the local office of the SAFE in Shanghai are routine. However, there is no assurance that such registration updates will be completed on a timely basis, or at all. Should we fail to complete our registration updates with the AIC and the local office of the SAFE denies registration update, we may be assessed fines ranging from RMB10,000 to RMB100,000 for our failure to update our registration with the AIC and from RMB1,000 to RMB10,000 for our failure to update the registration with the local office of SAFE.
OUR HISTORY AND CORPORATE STRUCTURE
Our History
The second bullet point on page 53 (as amended) is set forth below:
4
The following sentence, diagram and related footnotes been added on pages 55-56:
The following diagram illustrates our shareholding and corporate structure as of the date of this prospectus:
5
also revoke Beijing Miyuan's business license on its own initiative even if we do not voluntarily deregister Beijing Miyuan and return the business license. If Beijing Miyuan is deregistered and its business license is returned to the local AIC for cancellation, or its business license is revoked by the local AIC office, Beijing Miyuan will no longer be a validly existing legal entity. See "Risk FactorsRisks Relating to Regulation of Our Business and to Our StructureIf Beijing Miyuan, one of our PRC subsidiaries, is deregistered or if its business license is cancelled or revoked by the government, we may be required to incur additional costs to reorganize our corporate structure" and "Risk FactorsRisks Related to Doing Business in ChinaPRC regulations relating to the establishment of offshore SPVs by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liabilities or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries' ability to increase their registered capital or distribute profits to us or may otherwise adversely affect us."
The third paragraph, including the three bullet points, on page 62 (as amended) is set forth below:
In the opinion of Zhong Lun Law Firm, our PRC legal counsel:
SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
Footnote (2) on page 71 (as amended) is set forth below:
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. Unaudited Pro-forma Balance Sheet and Net (Loss)/Income Per Share
The last paragraph and carryover paragraph on pages F-36-F-37 (as amended) is set forth below:
The unaudited pro-forma net (loss)/income per share for the years ended December 31, 2008, 2009 and 2010, as shown below, is giving effect to (i) the conversion of preferred shares into ordinary shares on the original date of issuance, and (ii) the adjustment of dilutive shares relating to the cumulative participating dividends amounting to approximately RMB25,948 (US$3,992) as of the expected IPO completion date. This adjustment represents the number of shares whose proceeds presumed to be used to pay for the excess of cumulative participating dividends as of the expected IPO completion date
6
and the Group's net income for the year ended December 31, 2010, based on expected net proceeds per share after deducting the Group's estimated expenses related to the offering.
19. Subsequent Events
Note 19(g) on page F-40 (as amended) and the last paragraph added in Note 19 are set forth below:
Under the relevant PRC laws, Shanghai Miyuan has received all of the required governmental approvals in relation to its original incorporation and its registered capital has been fully paid. Currently, Shanghai Miyuan is in the process of updating local Administration of Industry and Commerce ("AIC") registration to reflect the equity transfer from the BVI Company to Jiayuan Hong Kong. Shanghai Miyuan is also required to update its foreign exchange registration certificate with the local branch of the State Administration of Foreign Exchange ("SAFE"). The Company expects to receive approval from AIC and SAFE within due course.
The Company has considered subsequent events through April 20, 2011, which was the date these financial statements were issued.
7
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