Table of Contents

 

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

----

 

**FORM 20-F/A**

**(Amendment No. 1)**

 

**(Mark One)**

 

| **o**      | **REGISTRATION STATEMENT PURSUANT   TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934**                                     |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                              |
| **OR**     |
| ** ** | ** **                                                                                                                                              |
| **x**      | **ANNUAL REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934   For the fiscal year ended December 31, 2012** |
| ** ** | ** **                                                                                                                                              |
| **OR**     |
| ** ** | ** **                                                                                                                                              |
| **o**      | **TRANSITION REPORT PURSUANT TO   SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                |
| ** ** | ** **                                                                                                                                              |
| **OR**     |
| ** ** | ** **                                                                                                                                              |
| **o**      | **SHELL COMPANY REPORT PURSUANT   TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                             |

 

Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . .

 

**For the transition period from                       to                        **

 

Commission file number: 001-35157

 
| **Jiayuan.com International Ltd.**                                                                                                                                                                                                                                          |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (Exact name of Registrant as specified in its charter)                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                        |
| **Not Applicable**                                                                                                                                                                                                                                                          |
| (Translation of Registrant’s name into English)                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                        |
| **Cayman Islands**                                                                                                                                                                                                                                                          |
| (Jurisdiction of incorporation or organization)                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                        |
| **F/15, Anhua Building**

**No. 35 Anding Road**

**Chaoyang District, Beijing**

**The People’s Republic of China**                                                                                                                                                   |
| (Address of principal executive offices)                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                        |
| **Shang-Hsiu Koo**

**Chief Financial Officer**

**Jiayuan.com International Ltd.**

**F/15, Anhua Building**

**No. 35 Anding Road**

**Chaoyang District, Beijing**

**The People’s Republic of China**

**Telephone: 86-10-6113-6600**

**Email: skoo@jiayuan.com** |
| (Name, Telephone, E-mail and/or Facsimile number and Address of   Company Contact Person)                                                                                                                                                                                   |

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:

 

| Title of each   class                                                                                                  |   | Name of each   exchange on which registered                |
|------------------------------------------------------------------------------------------------------------------------|--------|------------------------------------------------------------|
| American Depositary Shares, or ADSs, every two ADSs representing   three ordinary shares, par value US$0.001 per share |   | The NASDAQ Stock Market LLC (NASDAQ Global Select Market)  |
|                                                                                                                   |   |                                                       |
| Ordinary shares, par value US$0.001 per share                                                                          |   | The NASDAQ Stock Market LLC (NASDAQ Global Select Market)* |

 

----

*                                         Not for trading, but only in connection with the listing on the Nasdaq Global Select Market of the American Depositary Shares

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:

 
| **None**         |
|------------------|
| (Title of Class) |

 

----

Table of Contents

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

 
| **None**         |
|------------------|
| (Title of Class) |

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
|   | 48,130,944   ordinary shares, par value US$0.001 per share as of |
|--------|------------------------------------------------------------------|
|   | December   31, 2012                                              |

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes   x No

 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

o Yes   x No

 

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes   o No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

x Yes   o No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer o |   | Accelerated filer o |   | Non-accelerated filer x |
|---------------------------|--------|---------------------|--------|-------------------------|

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

| U.S. GAAP x |   | International Financial Reporting Standards as issued   by the International Accounting Standards Board o |   | Other o |
|-------------|--------|-----------------------------------------------------------------------------------------------------------|--------|---------|

 

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

o Item 17   o Item 18

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes   x No

 

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

o Yes   o No

 

----

Table of Contents

** **

**TABLE  OF CONTENTS**
| ** **          | ** ** |
|---------------------|------------|
| EXPLANATORY NOTE    | 3          |
|                |       |
| Item   19. Exhibits | 4          |

 

2

----

Table of Contents

 

**EXPLANATORY NOTE**

 

This Amendment No. 1 to the Annual Report on Form 20-F for the fiscal year ended December 31, 2012, which was originally filed with the Securities and Exchange Commission on April 29, 2013 (the “2012 Form 20-F”), is being filed solely for the purpose of amending the consent of PricewaterhouseCoopers Zhong Tian LLP, our independent registered public accounting firm.

 

Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update or restate the information in any other item of the 2012 Form 20-F, or reflect any events that have occurred after the 2012 Form 20-F was originally filed.

 

3

----

Table of Contents

** **

**Item 19.   Exhibits.**

 
| **Exhibit   No.** | ** ** | **Description of Exhibit**                                                                                                                                                                                                                                                                                                             |
|-------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 1.1               |       | Second Amended and Restated Memorandum and   Articles of Association of the Registrant (incorporated by reference to   Exhibit 3.2 of our registration statement on Form F-1 (File   No. 333-173619), as amended, initially filed with the Commission on   April 20, 2011).                                                  |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 2.1               |       | Form of Ordinary Share Certificate   (incorporated by reference to Exhibit 4.1 of our registration statement   on Form F-1 (File No. 333-173619), as amended, initially filed with   the Commission on April 20, 2011).                                                                                                 |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 2.2               |       | Form of Deposit Agreement between the   Registrant, Citibank, N.A., as depositary, and holder of the American   depositary receipts (incorporated by reference to Exhibit 99.A of our   registration statement on Form F-6 (File No. 333-173756), as   amended, initially filed with the Commission on April 27, 2011). |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 2.3               |       | Form of American depositary receipt   evidencing American depositary shares (included in Exhibit 2.2)   (incorporated by reference to Exhibit 99.A of our registration statement   on Form F-6 (File No. 333-173756), as amended, initially filed with   the Commission on April 27, 2011).                        |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 4.1               |       | Shareholders’ Agreement dated January 26,   2011, among the Registrant and other parties therein (incorporated by   reference to Exhibit 4.4 of our registration statement on Form F-1   (File No. 333-173619), as amended, initially filed with the Commission   on April 20, 2011).                              |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 4.2               |       | Shareholders’ Agreement dated May 14, 2007,   among Harper and other parties therein (incorporated by reference to   Exhibit 4.5 of our registration statement on Form F-1 (File   No. 333-173619), as amended, initially filed with the Commission on   April 20, 2011).                                          |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 4.3               |       | Preferred Share Purchase Agreement dated   April 16, 2007, among Harper and other parties therein (incorporated by   reference to Exhibit 4.6 of our registration statement on Form F-1   (File No. 333-173619), as amended, initially filed with the Commission   on April 20, 2011).                                  |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 4.4               |       | 2007 Share Incentive Plan dated April 16,   2007 (as amended), and form of Option Agreement (incorporated by reference to   Exhibit 10.1 of our registration statement on Form F-1 (File   No. 333-173619), as amended, initially filed with the Commission on   April 20, 2011).                                       |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 4.5               |       | 2007 Share Incentive Plan (as amended and   restated on June 15, 2012) (incorporated by reference to   Exhibit 4.1 of our registration statement on Form S-8 (File   No. 333-184079) filed with the Commission on September 25, 2012).                                                                                  |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 4.6*              |       | Form of Restricted Share Award agreement.                                                                                                                                                                                                                                                                                                   |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 4.7               |       | Form of Indemnification Agreement between   the Registrant and each of its directors (incorporated by reference to   Exhibit 10.3 of our registration statement on Form F-1 (File   No. 333-173619), as amended, initially filed with the Commission on   April 20, 2011).                                              |
|              |       |                                                                                                                                                                                                                                                                                                                                             |
| 4.8               |       | Form of Confidentiality and Non-Competition   Agreement among the Registrant and its officers and employees (incorporated   by reference to Exhibit 10.4 of our registration statement on   Form F-1 (File No. 333-173619), as amended, initially filed with   the Commission on April 20, 2011).                       |

 

4

----

Table of Contents

 
| 4.9    |   | English translation of Form of Employment   Agreement between the Registrant and the management of the Registrant   (incorporated by reference to Exhibit 10.5 of our registration statement   on Form F-1 (File No. 333-173619), as amended, initially filed with   the Commission on April 20, 2011).                                                                                                                                                   |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.10   |   | English translation of Loan Contract between   Shanghai Miyuan and Haiyan Gong, dated July 10, 2007 (incorporated by   reference to Exhibit 10.6 of our registration statement on Form F-1   (File No. 333-173619), as amended, initially filed with the Commission   on April 20, 2011).                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.11   |   | English translation of Loan Contract between   Jiayuan Hong Kong and Haiyan Gong, dated November 12, 2010 (incorporated   by reference to Exhibit 10.7 of our registration statement on   Form F-1 (File No. 333-173619), as amended, initially filed with   the Commission on April 20, 2011).                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.12   |   | English translation of Restated Agreement of Loan   Agreement among Haiyan Gong, Xu Liu and Shanghai Miyuan, dated   January 25, 2011 (incorporated by reference to Exhibit 10.8 of our   registration statement on Form F-1 (File No. 333-173619), as   amended, initially filed with the Commission on April 20, 2011).                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.13   |   | English translation of Restated Agreement of   Exclusive Technology License and Service Agreement between Shanghai   Huaqianshu and Shanghai Miyuan, dated January 25, 2011 (incorporated by   reference to Exhibit 10.9 of our registration statement on Form F-1   (File No. 333-173619), as amended, initially filed with the Commission   on April 20, 2011).                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.14   |   | English translation of Exclusive Technology   License and Service Agreement between Jiayuan Shanghai Center and Shanghai   Miyuan, dated January 25, 2011 (incorporated by reference to   Exhibit 10.10 of our registration statement on Form F-1 (File   No. 333-173619), as amended, initially filed with the Commission on   April 20, 2011).                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.15   |   | English translation of Amended and Restated   Agreement of Exclusive Equity Transfer Option Agreement among Haiyan Gong, Xu   Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu, Shanghai Miyuan and   Shanghai Huaqianshu, dated January 25, 2011 (incorporated by reference   to Exhibit 10.11 of our registration statement on Form F-1 (File   No. 333-173619), as amended, initially filed with the Commission on   April 20, 2011).             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.16   |   | English translation of Amended and Restated   Agreement of Equity Pledge Agreement among Haiyan Gong, Xu Liu, Yongqiang   Qian, Cheng Li, Fuping Yu, Qingjun Zhu and Shanghai Miyuan, dated   January 25, 2011 (incorporated by reference to Exhibit 10.12 of our   registration statement on Form F-1 (File No. 333-173619), as   amended, initially filed with the Commission on April 20, 2011).                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.17   |   | English translation of Amended and Restated   Agreement of Shareholders’ Voting Rights Entrustment Agreement among Haiyan   Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu, Shanghai   Miyuan and Shanghai Huaqianshu, dated January 25, 2011 (incorporated by   reference to Exhibit 10.13 of our registration statement on Form F-1   (File No. 333-173619), as amended, initially filed with the Commission   on April 20, 2011). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.18   |   | English translation of Cooperative Operation   Agreement among Shanghai Miyuan, Shanghai Huaqianshu and Jiayuan Shanghai   Center, dated January 25, 2011 (incorporated by reference to   Exhibit 10.14 of our registration statement on Form F-1 (File   No. 333-173619), as amended, initially filed with the Commission on   April 20, 2011).                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 4.19   |   | English translation of Exclusive Technology   License and Service Agreement between Beijing Huaqianshu and Beijing Miyuan,   dated February 17, 2011 (incorporated by reference to Exhibit 10.15   of our registration statement on Form F-1 (File No. 333-173619), as   amended, initially filed with the Commission on April 20, 2011).                                                                                                                 |

 

5

----

Table of Contents

 
| 4.20   |   | English translation of Exclusive Equity Transfer   Option Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping   Yu, Qingjun Zhu, Beijing Miyuan and Beijing Huaqianshu, dated   February 17, 2011 (incorporated by reference to Exhibit 10.16 of   our registration statement on Form F-1 (File No. 333-173619), as   amended, initially filed with the Commission on April 20, 2011).             |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.21   |   | English translation of Equity Pledge Agreement   among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu   and Beijing Miyuan, dated February 17, 2011 (incorporated by reference   to Exhibit 10.17 of our registration statement on Form F-1 (File   No. 333-173619), as amended, initially filed with the Commission on   April 20, 2011).                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.22   |   | English translation of Shareholders’ Voting   Rights Entrustment Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng   Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan and Beijing Huaqianshu, dated   February 17, 2011 (incorporated by reference to Exhibit 10.18 of   our registration statement on Form F-1 (File No. 333-173619), as   amended, initially filed with the Commission on April 20, 2011). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.23   |   | English translation of Exclusive Technology   License and Service Agreement between Xique and Beijing Miyuan, dated   February 17, 2011 (incorporated by reference to Exhibit 10.19 of   our registration statement on Form F-1 (File No. 333-173619), as   amended, initially filed with the Commission on April 20, 2011).                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.24   |   | English translation of Exclusive Equity Transfer   Option Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping   Yu, Qingjun Zhu, Beijing Miyuan and Xique, dated February 17, 2011   (incorporated by reference to Exhibit 10.20 of our registration   statement on Form F-1 (File No. 333-173619), as amended, initially   filed with the Commission on April 20, 2011).                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.25   |   | English translation of Equity Pledge Agreement   among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng Li, Fuping Yu, Qingjun Zhu   and Beijing Miyuan, dated February 17, 2011 (incorporated by reference   to Exhibit 10.21 of our registration statement on Form F-1 (File   No. 333-173619), as amended, initially filed with the Commission on   April 20, 2011).                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.26   |   | English translation of Shareholders’ Voting   Rights Entrustment Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian, Cheng   Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan and Xique, dated February 17,   2011 (incorporated by reference to Exhibit 10.22 of our registration   statement on Form F-1 (File No. 333-173619), as amended, initially   filed with the Commission on April 20, 2011).              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.27   |   | English translation of Loan Agreement among   Haiyan Gong, Yu Zhang and Beijing Miyuan, dated February 17, 2011   (incorporated by reference to Exhibit 10.23 of our registration   statement on Form F-1 (File No. 333-173619), as amended, initially   filed with the Commission on April 20, 2011).                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.28   |   | English translation of Loan Agreement among Haiyan   Gong, Yu Zhang and Beijing Miyuan, dated February 17, 2011 (incorporated   by reference to Exhibit 10.24 of our registration statement on   Form F-1 (File No. 333-173619), as amended, initially filed with   the Commission on April 20, 2011).                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.29   |   | English translation of 2011 Cooperation Agreement   and Framework Contract for Search Engine Advertising between Shanghai   Huaqianshu and Beijing Angran Time Advertising Co., Ltd., dated   April 7, 2011 (incorporated by reference to Exhibit 10.25 of our   registration statement on Form F-1 (File No. 333-173619), as   amended, initially filed with the Commission on April 20, 2011).           |

 

6

----

Table of Contents

 
| 4.30   |   | English translation of Contract Transfer   Agreement among Haiyan Gong, Xu Liu, Yongqiang Qian,   Qingjun Zhu, Cheng Li, Fuping Yu, Yu Zhang,   Beijing Miyuan and Shanghai Miyuan, dated April 5, 2011   (incorporated by reference to Exhibit 10.27 of our registration   statement on Form F-1 (File No. 333-173619), as amended, initially   filed with the Commission on April 20, 2011).           |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.31   |   | English translation of Contract Assignment   Agreement among Haiyan Gong, Yongqiang Qian, Xu Liu,   Cheng Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan,   Shanghai Miyuan and Beijing Huaqianshu, dated May 6, 2011   (incorporated by reference to Exhibit 10.28 of our registration   statement on Form F-1 (File No. 333-173619), as amended, initially   filed with the Commission on April 20, 2011). |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.32   |   | English translation of Contract Assignment   Agreement among Haiyan Gong, Yongqiang Qian, Xu Liu,   Cheng Li, Fuping Yu, Qingjun Zhu, Beijing Miyuan,   Shanghai Miyuan and Xique, dated May 6, 2011 (incorporated by reference   to Exhibit 10.29 of our registration statement on Form F-1 (File   No. 333-173619), as amended, initially filed with the Commission on   April 20, 2011).                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.33*  |   | English translation of Exclusive Technology   License and Service Agreement between Beijing Aizhenxin and Beijing Miyuan,   dated August 13, 2012.                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.34*  |   | English translation of Exclusive Purchase Option   Agreement among Tao Lu, Hui Song, Beijing Miyuan and Beijing Aizhenxin, dated   August 13, 2012.                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.35*  |   | English translation of Shareholders’ Voting   Rights Entrustment Agreement among Beijing Aizhenxin, Beijing Miyuan, Tao Lu,   Hui Song and Yu Zhang, dated August 13, 2012.                                                                                                                                                                                                                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.36*  |   | English translation of Equity Pledge Agreement   among Tao Lu, Hui Song, Yu Zhang and Beijing Miyuan, dated August 13,   2012.                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.37*  |   | English translation of Loan Agreement among Tao   Lu, Hui Song, Yu Zhang and Beijing Miyuan, dated August 13, 2012.                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.38   |   | English summary of Secondhand Housing Purchase   and Sale Contract of Beijing Municipality, dated November 26, 2012   (incorporated by reference to Exhibit 99.1 of our current report on   Form 6-K (File No. 001-35157) furnished with the Commission on   April 11, 2013).                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.39   |   | English summary of Supplemental Agreement to   Secondhand Housing Purchase and Sale Contract of Beijing Municipality (incorporated   by reference to Exhibit 99.2 of our current report on Form 6-K   (File No. 001-35157) furnished with the Commission on April 11,   2013).                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 4.40*  |   | English translation of Contract for Retaining   Special Consultant between Shanghai Huaqianshu and Haiyan Gong, dated   December 24, 2012.                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 8.1*   |   | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 11.1   |   | Code of Business Conduct and Ethics (incorporated   by reference to Exhibit 99.1 of our registration statement on   Form F-1 (File No. 333-173619), as amended, initially filed with   the Commission on April 20, 2011).                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 12.1** |   | CEO Certification pursuant to Section 302 of   the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 12.2** |   | CFO Certification pursuant to Section 302 of   the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                                             |

 

7

----

Table of Contents

 
| 13.1*    |   | CEO Certification pursuant to Section 906 of   the Sarbanes-Oxley Act of 2002 |
|----------|--------|------------------------------------------------------------------------------------|
|     |   |                                                                               |
| 13.2*    |   | CFO Certification pursuant to Section 906 of   the Sarbanes-Oxley Act of 2002 |
|     |   |                                                                               |
| 15.1**   |   | Consent of PricewaterhouseCoopers Zhong Tian LLP.                                  |
|     |   |                                                                               |
| 15.2***  |   | Consent of Zhong Lun Law Firm.                                                     |
|     |   |                                                                               |
| 15.3*    |   | Consent of iResearch Consulting Group.                                             |
|     |   |                                                                               |
| 15.4*    |   | Consent of Maples & Calder.                                               |
|     |   |                                                                               |
| 101.INS* |   | XBRL Instance Document                                                             |
|     |   |                                                                               |
| 101.SCH* |   | XBRL Taxonomy Extension Schema Document                                            |
|     |   |                                                                               |
| 101.CAL* |   | XBRL Taxonomy Extension Calculation Linkbase   Document                            |
|     |   |                                                                               |
| 101.DEF* |   | XBRL Taxonomy Extension Definition Linkbase   Document                             |
|     |   |                                                                               |
| 101.LAB* |   | XBRL Taxonomy Extension Label Linkbase Document                                    |
|     |   |                                                                               |
| 101.PRE* |   | XBRL Taxonomy Extension Presentation Linkbase   Document                           |

 

----

*                           Previously filed or furnished with the Annual Report on Form 20-F on April 29, 2013.

 

**                    Filed with this Amendment No. 1 to the Annual Report on Form 20-F.

 

***             Filed with the Current Report on Form 6-K on January 21, 2014.

 

8

----

Table of Contents

** **

**Signatures**

 

The registrant hereby certifies that it meets all of the requirements for filing its annual report on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 1 to its annual report on its behalf.

 
|   | **Jiayuan.com International Ltd.** |
|--------|------------------------------------|
|   |                               |
|   |                               |
|   | By:                                | /s/ Linguang Wu |
|   | Name:                              | Linguang Wu |
|   | Title:                             | Chief Executive   Officer |

 

Date:  January 30, 2014

 

----