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 December 2015
001-35157
(Commission File Number)
JIAYUAN.COM INTERNATIONAL LTD.
(Translation of registrants name into English)
F/15, Anhua Development Building
No. 35 Anding Road
Chaoyang District, Beijing
The Peoples 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 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)(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- .
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.
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JIAYUAN.COM INTERNATIONAL LTD. | |
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By: |
/s/ Shang-Hsiu Koo |
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Name: |
Shang-Hsiu Koo |
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Title: |
Chief Financial Officer |
Date: December 29, 2015
Exhibit 99.1
Jiayuan.com International Ltd. Announces Shareholders Approval of Merger Agreement
BEIJING, December 29, 2015 Jiayuan.com International Ltd. (NASDAQ: DATE) (Jiayuan or the Company), operator of the largest online dating platform in China, today announced that, at an extraordinary general meeting held today, the Companys shareholders voted in favor of the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the Merger Agreement) dated as of December 7, 2015 among the Company, LoveWorld Inc. (Parent) and FutureWorld Inc., a wholly-owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will be merged with and into the Company with the Company continuing as the surviving company (the Merger) and to authorize and approve any and all transactions contemplated by the Merger Agreement, including the Merger.
Of the Companys ordinary shares entitled to vote at the extraordinary general meeting, approximately 56.7% of such ordinary shares were voted in person or by proxy at todays meeting. The proposal to approve the Merger Agreement and the transactions contemplated thereby, including the Merger, received approval from holders of approximately 97.5% of the ordinary shares present and voting in person or by proxy as a single class at the extraordinary general meeting.
The parties currently expect to complete the Merger in the first quarter of 2016, subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. Upon completion of the Merger, the Company will become a privately-held company and its American depositary shares (ADSs), every two ADSs representing three ordinary shares, will no longer be listed on NASDAQ.
SAFE HARBOR: FORWARD-LOOKING STATEMENTS
Certain statements in this press release include forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the use of forward-looking terminology, such as may, will, expect, intend, estimate, anticipate, believe, project or continue or the negative thereof or other similar words. All forward-looking statements involve risks and uncertainties, including, but not limited to, the possibility that various closing conditions for the transaction may not be satisfied or waived and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the proxy statement furnished by the Company. Actual results may differ materially from those discussed in, or implied by, the forward-looking statements. The forward-looking statements speak only as of the date of this release and the Company assumes no duty to update them to reflect new, changing or unanticipated events or circumstances.
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 Chinas rapidly growing urban singles population. As a pioneer in Chinas 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 5.3 million monthly active user accounts in the third quarter of 2015. Every two of Jiayuans American depositary shares represent three ordinary shares.
For more information, please visit http://ir.jiayuan.com.
Contacts:
China
Sonora Ma
Jiayuan.com International Ltd.
+86 (10) 6442-2321
ir@jiayuan.com
Mr. Christian Arnell
Christensen Investor Relations
+86-10-5900-1548
carnell@christensenir.com
United States
Ms. Linda Bergkamp
Christensen Investor Relations Group
+1-480-614-3004
Email: lbergkamp@Christensenir.com