0001104659-15-019724.txt : 20150316 0001104659-15-019724.hdr.sgml : 20150316 20150316063215 ACCESSION NUMBER: 0001104659-15-019724 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150331 FILED AS OF DATE: 20150316 DATE AS OF CHANGE: 20150316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: JIAYUAN.COM INTERNATIONAL LTD CENTRAL INDEX KEY: 0001511683 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35157 FILM NUMBER: 15701054 BUSINESS ADDRESS: STREET 1: Changxin Building, Room 1005 STREET 2: No. 39 Anding Road CITY: Chaoyang District, Bejing, PRC STATE: F4 ZIP: 00000 BUSINESS PHONE: 8610-6442-8783 MAIL ADDRESS: STREET 1: Changxin Building, Room 1005 STREET 2: No. 39 Anding Road CITY: Chaoyang District, Bejing, PRC STATE: F4 ZIP: 00000 6-K 1 a15-6865_16k.htm 6-K

 

 

FORM 6-K

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

 

REPORT OF FOREIGN PRIVATE ISSUER

 

Pursuant to Section 13a-16 or 15d-16

under the Securities Exchange Act of 1934

 

For the month of March 2015

 

001-35157

(Commission File Number)

 

 

JIAYUAN.COM INTERNATIONAL LTD.

(Translation of registrant’s name into English)

 

F/15, Anhua Development Building

No. 35 Anding Road

Chaoyang District, Beijing

The People’s Republic of China

(8610) 6113-6312

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F x         Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by regulation S-T Rule 101(b)(1); o

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by regulation S-T Rule 101(b)(7); o

 

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

 

Yes o No x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-          .

 

 

 


 

On March 16, 2015, Jiayuan.com International Ltd. issued the press release furnished as an exhibit to this report.

 

2

 

 

 


 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

JIAYUAN.COM INTERNATIONAL LTD.

 

 

 

By:

/s/ Shang-Hsiu Koo

 

Name:

Shang-Hsiu Koo

 

Title:

Chief Financial Officer

 

Date:  March 16, 2015

 

3


 

EXHIBIT INDEX

 

Exhibit Number

 

Description

 

 

 

99.1

 

Jiayuan.com Announces Board of Directors Establishes Special Committee to Evaluate Non-Binding “Going Private” Proposal and Departure of Director

 

4

 EX-99.1 2 a15-6865_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Jiayuan.com Announces Board of Directors Establishes Special Committee to Evaluate Non-Binding “Going Private” Proposal and Departure of Director

 

BEIJING, March 16, 2015 /PRNewswire/ — Jiayuan.com International Ltd. (“Jiayuan” or the “Company”) (NASDAQ: DATE), operator of the largest online dating platform in China, today announced that its Board of Directors (the “Board”) has established a special committee (the “Special Committee”) to consider the non-binding proposal letter, dated March 3, 2015 (the “Proposal Letter”), from Vast Profit Holdings Limited (“Vast Profit”) that proposes a “going-private” transaction involving the acquisition of all of the outstanding ordinary shares of the Company not already owned by Vast Profit (the “Proposed Transaction”).

 

The Special Committee is composed of the following independent directors who are not affiliated with Vast Profit: Messrs. JP Gan, Paul Keung and Gaofei Wang. Mr. Gan will serve as the chairperson of the Special Committee. The Board cautions the Company’s shareholders and others considering trading in the Company’s securities that no decisions have been made by the Special Committee with respect to the Company’s response to the proposal and there can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated.

 

In addition, the Company today announced that Mr. Jianzhang Liang resigned from his position as a director of the Company, effective March 10, 2015, for personal reasons and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Gan will replace Mr. Liang as the chairperson of the compensation committee.

 

About Jiayuan

 

Jiayuan.com International Ltd. (“Jiayuan”) (NASDAQ: DATE) operates the largest online dating platform in China. Jiayuan is committed to providing a trusted, effective, and user-focused online dating platform that addresses the dating and marriage needs of China’s rapidly growing urban singles population. As a pioneer in China’s online dating market, Jiayuan ranks first in terms of number of unique visitors, average time spent per user and average page views per user among all online dating websites in China in 2014, according to iResearch. Jiayuan recorded an average of 5.4 million monthly active user accounts in the fourth quarter of 2014. Every two of Jiayuan’s American Depositary Shares represent three ordinary shares.

 

For more information, please visit http://ir.jiayuan.com.

 

Forward-Looking Statements

 

This press release contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Jiayuan may also make written or verbal forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in verbal statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: our growth strategies; our future business development, including development of new products and services; our ability to attract and retain users; competition in the Chinese online dating markets; changes in our revenues and certain cost or expense items as a percentage of our revenues; the outcome of any litigation or arbitration; the expected growth of the number of Internet and broadband users in China; Chinese governmental policies relating to the Internet and online dating websites and general economic conditions in China and elsewhere. Further information regarding these and other risks is included in our documents filed with the U.S. Securities and Exchange Commission. Jiayuan does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release is as of the date of the press release, and Jiayuan undertakes no duty to update such information, except as required under applicable law.

 


 

For investor and media inquiries, please contact:

 

China

 

Shirley Zhang

Jiayuan.com International Ltd.

+86 (10) 6442-2321

ir@jiayuan.com

 

Mr. Christian Arnell

Christensen Investor Relations

Mr. Christian Arnell

+86-10-5900-1548

carnell@christensenir.com

 

US

 

Ms. Linda Bergkamp

+1-480-614-3004
Email: lbergkamp@Christensenir.com