Jiayuan.com International Ltd. (NASDAQ:DATE)

BEIJING, May 14, 2016 /PRNewswire/ -- Jiayuan.com International Ltd. (NASDAQ: DATE) ("Jiayuan" or the "Company"), operator of the largest online dating platform in China, today announced the completion of the merger contemplated by the previously announced agreement and plan of merger, dated December 7, 2015 (the "Merger Agreement"), among the Company, LoveWorld Inc. ("Parent") and FutureWorld Inc. ("Merger Subsidiary"), a wholly-owned subsidiary of Parent. As a result of the merger, the Company became a wholly-owned subsidiary of Parent.

Under the terms of the Merger Agreement, which was approved by the Company's shareholders at an extraordinary general meeting held on December 29, 2015, each outstanding ordinary share of the Company ("Share") has been cancelled in exchange for the right to receive US$5.04 per Share and each American depositary share ("ADS"), every two ADSs representing three Shares, has been cancelled in exchange for the right to receive US$7.56 per ADS (less a US$0.05 per ADS cancellation fee pursuant to the terms of the ADS deposit agreement), in each case, in cash, without interest and net of any applicable withholding taxes, except for the Shares (including Shares represented by ADSs): (a) held by the Company as treasury shares, (b) held by Citibank, N.A. (the "Depositary") and reserved for issuance upon the exercise of options and vesting of restricted shares under the Company's option plan as well as Shares represented by ADSs previously repurchased by the Company and (c) owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under Section 238 of the Cayman Islands Companies Law.

Registered shareholders entitled to the merger consideration will receive a letter of transmittal and instructions on how to surrender their share certificates in exchange for the merger consideration and should wait to receive the letter of transmittal before surrendering their share certificates. Payment of the merger consideration will be made to surrendering ADS holders and holders of ADSs in uncertificated form as soon as practicable after the Depositary receives the merger consideration.

The Company also announced today that it requested that trading of its ADSs on the NASDAQ Global Select Market (the "NASDAQ") be suspended beginning at the close of business on May 13, 2016. The Company requested that the NASDAQ file a Form 25 with the Securities and Exchange Commission (the "SEC") notifying the SEC of the delisting of the Company's ADSs on the NASDAQ and the deregistration of the Company's registered securities. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Company intends to suspend its reporting obligations under the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the SEC in ten days. The Company's obligation to furnish to or file with the SEC certain reports and forms, including Form 20-F and Form 6-K, will be suspended immediately as of the filing date of the Form 15 and will cease once the deregistration becomes effective.

BEIJING, March 9, 2016 /PRNewswire/ -- Jiayuan.com International Ltd. (DATE) ("Jiayuan" or the "Company"), operator of the largest online dating platform in China, today announced that it has entered into a letter agreement (the "Letter Agreement") with LoveWorld Inc. ("Parent") and FutureWorld Inc. ("Merger Subsidiary"), a wholly-owned subsidiary of Parent.  At an extraordinary general meeting held on December 29, 2015, the Company's 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, Parent and 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.

Under the terms of the Letter Agreement, the Company consents to the transfer by Baihe Network Co., Ltd. ("Sponsor") of its 100% equity interest in Tianjin Baihe Shidai Assets Management Co., Ltd., the sole and direct shareholder of Parent, to Tianjin Xingfu Shidai Enterprise Management Co., Ltd. ("Newco" and such transfer, the "Parent Transfer").  Sponsor owns 28% of the equity interests of Newco and the remaining 72% of the equity interests of Newco are owned by six individuals, each in equal amounts of 12%.  In addition, the Company agrees to waive, among other things, certain obligations of Parent under the Merger Agreement which are no longer required as a result of the Parent Transfer.

BEIJING, Dec. 29, 2015 /PRNewswire/ -- 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 Company's 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 Company's 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 today's 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.

BEIJING, Dec. 8, 2015 /PRNewswire/ -- Jiayuan.com International Ltd. (NASDAQ: DATE) ("Jiayuan" or the "Company"), operator of the largest online dating platform in China, today announced that it has called an extraordinary general meeting of shareholders (the "EGM"), to be held on December 29, 2015 at 10:00 a.m. (Hong Kong time). The meeting will be held at the offices of Paul Hastings LLP, 22/F Bank of China Tower, 1 Garden Road, Central, Hong Kong, to consider and vote on, among other things, 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"), the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands, substantially in the form attached as Annex A to the Merger Agreement (the "Plan of Merger"), and the transactions contemplated thereby (the "Transactions"), including the Merger (as defined below).

Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Company, with the Company continuing as the surviving company after the merger (the "Merger"). If completed, the Company will continue its operations as a privately-held company and, as a result of the Merger, the American depositary shares (the "ADSs"), every two ADSs representing three ordinary shares of the Company, will no longer be listed on the NASDAQ Global Select Market and the American depositary shares program for the ADSs will terminate. The Company's board of directors, acting upon the unanimous recommendation of the special committee of the board of directors, authorized and approved the Merger Agreement, the Plan of Merger and the transactions contemplated thereby, and resolved to recommend that the Company's shareholders and ADS holders vote for, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger and the transactions contemplated thereby.

BEIJING, Dec. 7, 2015 /PRNewswire/ -- Jiayuan.com International Ltd. (DATE) ("Jiayuan" or the "Company"), operator of the largest online dating platform in China, today announced that it has entered into an agreement and plan of merger (the "Merger Agreement") with LoveWorld Inc. ("Parent") and FutureWorld Inc. ("Merger Subsidiary"), a wholly-owned subsidiary of Parent.  Parent and Merger Subsidiary are indirect, wholly-owned subsidiaries of Baihe Network Co., Ltd. ("Baihe"), a joint-stock company listed on the National Equities Exchange and Quotations of the PRC.

Pursuant to the Merger Agreement, Parent will acquire the Company for cash consideration equal to US$5.04 per ordinary share of the Company (each, a "Share") and US$7.56 per American depositary share of the Company ("ADS"), each two ADSs representing three Shares. This price represents an approximately 62.9% premium over the closing price of the ADSs as quoted by NASDAQ Global Select Market ("NASDAQ") on March 2, 2015, the last trading day immediately prior to the Company's announcement on March 3, 2015 that it had received a "going private" proposal from Vast Profit Holdings Limited, one of the Company's shareholders, and an approximately 58.7% premium over the volume-weighted average trading price of the ADSs during the 30 trading days prior to, and including, March 2, 2015.

The consideration to be paid to holders of Shares and ADSs pursuant to the Merger Agreement also represents an increase of approximately 40.8% from the original US$3.58 per Share and US$5.37 per ADS offer price included in the March 3, 2015 "going private" proposal.

Subject to the terms and conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into the Company, with the Company continuing as the surviving company (the "Surviving Company") and becoming a wholly owned subsidiary of Parent (the "Merger"), and each of the Shares issued and outstanding immediately prior to the effective time of the Merger (including Shares represented by ADSs) will be cancelled in consideration for the right to receive US$5.04 per Share or US$7.56 per ADS, in each case, in cash, without interest, except for Shares owned by holders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which Shares will be cancelled at the effective time of the Merger for the right to receive the fair value of such Shares determined in accordance with the provisions of Section 238 of the Companies Law of the Cayman Islands.

In connection with the entry into the Merger Agreement, Baihe has deposited a cash amount equal to RMB 150,000,000 with the Company, which would be utilized to fund a portion of the merger consideration.  Baihe intends to fund the remainder of the merger consideration through a private placement of its shares, or a bank loan as an alternative. Baihe has also entered into a guarantee in favor of the Company pursuant to which it has agreed to guarantee the obligations of Parent and Merger Subsidiary under the Merger Agreement.

The Company's Board of Directors, acting upon the unanimous recommendation of the special committee of independent directors formed by the Board of Directors (the "Special Committee"), unanimously approved the Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger and the transactions contemplated thereby (the "Transactions"), including the Merger, and resolved to recommend that the Company's shareholders vote to approve the Agreement and the Transactions, including the Merger.  The Special Committee, which is composed entirely of independent directors who are unaffiliated with Parent, Merger Subsidiary, Baihe or the management of the Company, exclusively negotiated the terms of the Agreement with Parent, Merger Subsidiary and Baihe with the assistance of its independent financial and legal advisors.

The Merger, which is currently expected to close no later than the first quarter of 2016, is subject to customary closing conditions, including the approval by an affirmative vote of shareholders holding two-thirds or more of the votes represented by the Shares (including Shares represented by ADSs) present and voting in person or by proxy as a single class at the extraordinary general meeting, which will be convened to consider the approval of the Agreement and the Transactions, including the Merger. If completed, the Transactions will result in the Company becoming a privately-held company and its ADSs will no longer be listed on NASDAQ.

After the Merger is completed, Mr. Linguang Wu, director and chief executive officer of the Company, will serve as co-chairman and co-chief executive officer of the Surviving Company, and Baihe will initiate its name changing process.

Barclays Bank PLC is serving as financial advisor to the Special Committee.  Davis Polk & Wardwell is serving as U.S. legal advisor to the Special Committee and Walkers is serving as Cayman Islands legal advisor to the Special Committee. Shearman & Sterling is serving as legal advisor to Barclays Bank PLC.

• Net revenues for the third quarter 2015 were RMB182.7 million (US$28.7 million), representing a year-over-year increase of 13.1%.
• Basic and diluted net income per ADS[5] for the third quarter of 2015 were RMB0.50 (US$0.08) and RMB0.49 (US$0.08), respectively, compared to basic and diluted net income per ADS of RMB0.10 and RMB0.10 for the corresponding quarter of 2014 and basic and diluted net income per ADS of RMB0.39 and RMB0.38, respectively, for the second quarter of 2015.

"Our focus on improving profitability continued to yield strong results with non-GAAP net income for the quarter surging 386.8% toRMB23.2 million on a year-over-year basis," commented Mr. Linguang Wu, Chief Executive Officer of Jiayuan. "Our personalized matchmaking business continues to be one of our most exciting growth drivers with revenues increasing 37.7% and same store sales increasing 28.5% on a year-over-year basis. Supporting the increased amount of sales in each location is the new and innovative crowd-sourced part-time matchmaker system we announced last quarter which is currently being expanded to include approximately 1,200 crowd-sourced matchmakers in Beijing. To put this into context, we had around 2,600 full-time matchmakers in our self-run and outsourced stores as of September 30, 2015 which I believe demonstrates the size and scale of this huge and untapped market."

"Qiuai's user and revenue growth remained solid as it began contributing to profits during the quarter demonstrating the traction our mobile products continue to gain in an ever crowded market. Total activated installments of our app now exceed 47.2 million while logins through mobile devices accounted for 70.3% of total logins during the quarter. We continue to innovate and invest in new products that will help us to build a sustainable business over the long-term."

Mr. Shang Koo, Chief Financial Officer of Jiayuan added, "Our revenue continues to grow steadily despite lower sales and marketing spending this year. However, with our focus now squarely on profitability, total active users dropped on a year over year basis as a result of the reduced spending on user acquisition. Going forward, user acquisition spending will remain stable so user numbers should maintain themselves around this level or increase slightly starting next year."

Fourth Quarter 2015 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB182 million to RMB184 million for the fourth quarter of 2015. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

Second Quarter 2015 Financial Results

• Net revenues for the second quarter 2015 were RMB180.0 million (US$29.0 million), a 23.9% increase from the corresponding period of 2014 and 6.3% sequentially.

• Non-GAAP basic and diluted net income per ADS for the second quarter of 2015 were RMB0.66 (US$0.11) and RMB0.64 (US$0.10), respectively, compared with non-GAAP basic and diluted net income per ADS of RMB0.45 and RMB0.44 for the corresponding quarter of 2014 and non-GAAP basic and diluted net loss per ADS of RMB0.24 and RMB0.24, respectively, for the first quarter of 2015.

"We had a very good quarter with net revenues increasing 23.9% year-over-year and non-GAAP net income soared to RMB19.5 million demonstrating the effectiveness of our strategy to improve profitability," commented Mr. Linguang Wu, Chief Executive Officer of Jiayuan. "Qiuai.com continued to perform well with solid user and revenue growth in the quarter. As we further implement our segmentation strategy, we expect to see rapid growth from this product during the second half of 2015."

"Our personalized matchmaking business had a phenomenal post-Chinese New Year performance with revenues increasing 93.1% year-over-year and same store sales increasing 68.7% as we shift its focus from opening new stores to increasing the amount of sales in each location. To support this initiative, we recently started testing crowdsourced matchmakers that integrate part-time matchmakers into our system. This will help us consolidate the huge and untapped market of traditional matchmaking currently done by relatives and neighbors in China. I am very excited about the future of our personalized matchmaking business and the new and innovative products we are launching to support its growth."

Mr. Shang Koo, Chief Financial Officer of Jiayuan added, "With our focus squarely on profitability, we expect solid top line growth and extremely good bottom line profit to be the trend going forward. Total active users rebounded nicely to 5.5 million as did ARPU which increased to RMB24.1. Going forward, growth will continue to come from our personalized matchmaking business as we scale these newly launched initiatives and focus on same store sales growth."

Third Quarter 2015 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB181 million to RMB183 million for the third quarter of 2015. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

First Quarter 2015 Financial Results

• Net revenues were RMB169.4 million (US$27.3 million), a year-over-year increase of 26.1%.
• Basic and diluted net loss per ADS[5] for the first quarter of 2015 were RMB0.35 (US$0.06) and RMB0.35 (US$0.06), respectively, compared with basic and diluted net loss per ADS of RMB0.47 and RMB0.47 for the corresponding quarter of 2014, and basic and diluted net income per ADS of RMB0.65 and RMB0.64, respectively, for the previous quarter.

"We had a solid start to the year with revenues increasing 26.1% year-over-year," commented Mr. Linguang Wu, Chief Executive Officer of Jiayuan. "Our personalized matchmaking business continued its run of strong growth, increasing 179.0% year-over-year. The Chinese New Year holiday fell later than usual during the quarter which temporarily affected online user numbers and revenue generation, particularly in online services. The traction of our mobile products remains strong, accounting for 67% of all logins. Qiuai.com in particular is performing well, and is expected to contribute to our bottom line starting next quarter."

Mr. Shang Koo, Chief Financial Officer of Jiayuan added, "Net loss for this quarter decreased significantly on a year-over-year basis as a result of lower selling and marketing expenses during the quarter as we started to focus on profitability in March. Growth will continue to come from our personalized matchmaking business as we continue to scale this business and focus on same store sales growth which increased over 40% in the quarter."

Second Quarter 2015 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB172 million to RMB174 million for the second quarter of 2015. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

BEIJING, May 29, 2015 /PRNewswire/ -- Jiayuan.com International Ltd. ("Jiayuan" or the "Company") (NASDAQ: DATE), operator of the largest online dating platform in China, today announced that the special committee (the "Special Committee") of the Company's board of directors (the "Board"), which was formed to review and evaluate the non-binding proposal letter, dated March 3, 2015, 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, has received and is evaluating additional non-binding proposals regarding a potential transaction regarding the Company.

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 any proposal and there can be no assurance that any definitive offer will be made, that any agreement will be executed or that any transaction will be approved or consummated.

BEIJING, March 27, 2015 /PRNewswire/ -- Jiayuan.com International Ltd. ("Jiayuan" or the "Company") (NASDAQ: DATE), operator of the largest online dating platform in China, today announced that the special committee (the "Special Committee") of the Company's board of directors (the "Board") has retained Barclays Bank PLC as its financial advisor and Davis Polk & Wardwell as its legal counsel in connection with its review and evaluation of the non-binding proposal letter, dated March 3, 2015, 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. Paul Hastings LLP is acting as the Company's legal counsel.

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.

Fourth Quarter 2014 Financial Results

• Net revenues for the fourth quarter 2014 were RMB172.8 million (US$27.9 million), a year-over-year increase of 29.9%.
• Non-GAAP basic and diluted net income per ADS for the fourth quarter of 2014 were RMB0.81 (US$0.13) and RMB0.79 (US$0.13), respectively, compared to RMB0.84 and RMB0.83 for the corresponding quarter of 2013 and non-GAAP basic and diluted net income per ADS of RMB0.16 and RMB0.16, respectively, for the third quarter of 2014.

"We finished 2014 with a very strong quarter, handedly beating guidance for the quarter and the year as our business continues to pick up speed," commented Mr. Linguang Wu, Chief Executive Officer of Jiayuan. "Growth came from our personalized matchmaking services which increased 205.3% year-over-year as we continue to expand service locations and further build out our brand with the launch of another extensive nationwide advertising campaign. With personalized matchmaking growing so quickly, we have temporarily de-emphasized the monetization of our online services in favor of a more rapid transition to our mobile products which accounted for 69.4% of total logins in the quarter, and in particular our shift to chat based communications which increases user stickiness to our platform."

Mr. Wu added, "Looking forward to 2015, our focus for personalized matchmaking services will shift to supporting same store sales growth through further improvements to our CRM system and increased staff training. Leveraging Jiayuan's outstanding brand and China's largest database of available singles, our local partners are rapidly learning to better utilize resources as they become increasingly more confident in their ability to sell our services and expand our business."

Mr. Shang Koo, Chief Financial Officer of Jiayuan commented, "We expect to see personalized matchmaking services continue to grow at a rapid pace as we scale this business and put more focus on same store sales growth. We also just launched another TV branding campaign which we expect will result in selling and marketing expenses to increase next quarter before our focus switches back to profitability for the remaining three quarters of 2015."

First Quarter 2015 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB164 million to RMB 166 million for the first quarter of 2015. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

BEIJING, February 25, 2015 /PRNewswire/ -- Jiayuan.com International Ltd. ("Jiayuan" or the "Company") (NASDAQ: DATE), operator of the largest online dating platform in China, today announced that the number of registered user accounts across Jiayuan's platforms including Jiayuan.com, iZhenxin.com and qiuai.com surpassed the 140 million milestone on February 20, 2015, including 126.5 million accounts from Jiayuan.com.

Since its founding in 2003, Jiayuan.com has enabled 13.0 million successful matches in China. According to statistics compiled by iResearch, Jiayuan.com is China's undisputed leader in online dating, ranking first in terms of daily visitors, time spent by users, pages viewed and number of visits in 2014. Jiayuan accounted for over half of total time spent, pages viewed, and number of visits to online dating websites in 2014. Jiayuan's mobile app also ranked first in terms of brand awareness and downloads in 2014.

"I am proud to announce that Jiayuan surpassed the 140 million registered user mark as we continue to expand our reach and grow our business," commented Mr. Linguang Wu, Chief Executive Officer of Jiayuan. "Passing the 140 million milestone is a testament to the focused investments we have made over the years on technology and providing the best results and the most successful matches for our users. We are now shifting towards mobile with our re-launched app designed to further support user-growth, especially among younger users, and increase user retention rates and stickiness to our platform. We will continue to invest in new and innovative products and services that will yield sustainable long-term growth."

Jiayuan.com hit the 110 million registered user accounts milestone on June 29, 2014.

Third Quarter 2014 Financial Results

• Net revenues for the third quarter 2014 were RMB161.6 million (US$26.3 million), representing a year-over-year increase of 25.5% and a sequential increase of 11.2%.
• Basic and diluted net income per ADS[5] for the third quarter of 2014 were RMB0.10 (US$0.02) and RMB0.10 (US$0.02), respectively, compared to basic and diluted net income per ADS of RMB0.59 and RMB0.57 for the corresponding quarter of 2013 and basic and diluted net income per ADS of RMB0.40 and RMB0.39, respectively, for the second quarter of 2014.

"I am pleased to report a stronger than expected performance as our business continued to pick up momentum across the board with revenues increasing 25.5% year-over-year," commented Mr. Linguang Wu, Chief Executive Officer of Jiayuan. "Personalized matchmaking services had another stellar quarter, increasing 258.8% from the same period last year as we take advantage of our dominance online to expand offline. Active users continued to grow reaching a record high 6.2 million during the quarter."

Mr. Wu added, "Our business is increasingly shifting towards mobile with mobile log-ins accounting for 70% of all log-ins during the third quarter of 2014. With this in mind, we have been redesigning our products to make them more mobile friendly and will re-launch them next month. Our redesigned mobile products are expected to attract new users and increase user retention rates and stickiness on our platform."

Mr. Shang Koo, Chief Financial Officer of Jiayuan, commented, "Our business performed very well, beating expectations as we accelerated the ramp-up of our personalized matchmaking business. In the third quarter, we focused on investing in our mobile offerings and consolidating the personalized matchmaking market, which slowed online monetization during the quarter, a trend we expect to continue during the fourth quarter. However, personalized matchmaking services are picking up the monetization slack as we expect triple digit growth from this segment to continue well into 2015."

Fourth Quarter 2014 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB162 million to RMB164 million for the fourth quarter of 2014. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

BEIJING, Sept. 29, 2014 /PRNewswire/ -- Jiayuan.com International Ltd. ("Jiayuan") (NASDAQ: DATE), operator of the largest online dating platform in China, today announced that its Board of Directors has declared a special one-time cash dividend of US$0.4467 per ordinary share, or US$0.67 per American Depositary Share ("ADS").

Record holders of the Company's ordinary shares at the close of business on October 15, 2014 (the "Record Date") will be entitled to receive the special dividend. Holders of the Company's ADSs, every two ADSs representing three ordinary shares, on the Record Date will be entitled to receive the special cash dividend. The ex-dividend date will be October 13, 2014. Citibank, N.A., the depositary bank for Jiayuan's ADS program, expects to pay out dividends to ADS holders on or around October 30, 2014. Dividends to be paid to the Company's ADS holders through the depositary bank will be subject to the terms of the deposit agreement, including the fees and expenses payable thereunder.

The total amount of cash to be distributed for the special dividend is expected to be approximately US$20 million.

"Our sustainable business model continues to yield solid financial results as we leverage our massive registered user base which recently surpassed 110 million," commented Mr. Wu Linguang, Chief Executive Officer of Jiayuan. "In particular, the success of our personalized matchmaking business has generated substantial free cash flow, which combined with our current cash position exceeds the Company's short-term capex needs allowing us to return value to shareholders through this special one-time cash dividend. We are confident in the health of our underlying business and are committed to making the investments necessary in our business to drive stronger growth and solidify our position as the industry leader in online dating."

As of June 30, 2014, the Company had RMB541.1 million (US$87.2 million) in cash and cash equivalents, and short-term deposits. The Company generated RMB38.2 million (US$6.2 million) in cash flows from operating activities for the second quarter of 2014.

Second Quarter 2014 Financial Results

• Net revenues for the second quarter 2014 were RMB145.2 million (US$23.4 million), a 21.8% increase from the corresponding period of 2013 and 8.1% sequentially.
• Basic and diluted net income per ADS[5] for the second quarter of 2014 were RMB0.40 (US$0.06) and RMB0.39 (US$0.06), respectively, compared to basic and diluted net income per ADS of RMB0.44 and RMB0.43 for the corresponding quarter of 2013 and basic and diluted net loss per ADS of RMB0.47 and RMB0.47, respectively, for the first quarter of 2014.

"Our business continued to gain momentum during the quarter with revenues increasing 21.8% from the same period last year," commented Mr. Linguang Wu, Chief Executive Officer of Jiayuan. "In particular, personalized matchmaking services grew 239.3% year-over-year in the quarter as we continue to leverage our massive data base of over 110 million users for our online-to-offline strategy. Traditional matchmaking is a multi-billion RMB business in China and we are uniquely positioned to consolidate and expand this market. We plan to scale this business to 80 locations by the end of the year from its current 59 locations in 48 cities. Personalized matchmaking services are increasingly becoming an important part of our business accounting for 22.5% of net revenues this quarter."

Mr. Wu added, "Average monthly active users continued to grow steadily as we increasingly shift our business towards mobile platforms, which now account for 64% of all logins to Jiayuan.com. As of June 30, 2014, activated installments of Jiayuan's app totaled 31.3 million. iZhenxin.com also saw significant user growth in the quarter, supported by the launch of its Android app in May 2014. With access to such a large database of singles in China, I am confident in our strategy and management's ability to consolidate this growing market."

Mr. Shang Koo, Chief Financial Officer of Jiayuan commented, "Our business continued its steady growth this quarter as we rapidly migrate our online users to mobile platforms and expand our online-to-offline business. As anticipated, our focus on mobile resulted in higher active and paying users this quarter, but caused ARPU to decrease slightly as mobile users tend to spend less initially. However, we expect to see ARPU increase in 2015 as we retune and improve our online offerings in order to increase the monetization of our mobile users. We also expect our personalized matchmaking business to continue its phenomenal triple digit growth for the rest of the year and well into 2015 as we further consolidate this market."

Third Quarter 2014 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB155 million to RMB157 million for the third quarter of 2014. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

BEIJING, June 30, 2014 /PRNewswire/ -- Jiayuan.com International Ltd. ("Jiayuan") (NASDAQ: DATE), operator of the largest online dating platform in China, today announced that the number of registered user accounts on Jiayuan.com surpassed the 110 million milestone at 7:44 P.M. Beijing Time on June 29, 2014.

Since its inception over ten years ago, Jiayuan has enabled 12.3 million successful matches in China. According to comScore, Jiayuan remains by far China's leader in online dating, accounting for 58.4% of the total time spent on online dating in March 2014.

"I am pleased to see Jiayuan's registered user accounts surpass the 110 million mark as we continue to gain momentum from our solid start to the year," commented Mr. Linguang Wu, CEO of Jiayuan. "Passing the 110 million milestone speaks to the strength and growing popularity of our platform as we make the investments needed to increase our brand equity and solidify our leadership over our competitors. These investments include ramping up mobile monetization now that we have successful grown our mobile platform to include 24.8 million registered user accounts and 31.2 million activated installments as of June 29, 2014."

Mr. Wu concluded, "Looking to the future, we will continue to build upon this massive database of marriage minded singles by integrating it with our proprietary CRM system in an effort to consolidate the traditional matchmaking business in China which we believe is poised for a period of explosive growth. 2014 is an important year for us strategically as we make investments in our database of eligible singles to generate new revenue streams and ensure the long-term sustainability of our business."

Jiayuan.com hit the 100 million registered user accounts milestone on January 14, 2014.

Fourth Quarter 2013 Financial Results

• Net revenues for the fourth quarter 2013 were RMB133.1 million (US$22.0 million), a year-over-year increase of 20.4%.
• Basic and diluted net income per ADS[5] for the fourth quarter of 2013 were RMB0.83 (US$0.14) and RMB0.82 (US$0.14), respectively, compared to basic and diluted net income per ADS of RMB0.57 and RMB0.56 for the corresponding quarter of 2012, and basic and diluted net income per ADS of RMB0.59 and RMB0.57, respectively, for the third quarter of 2013.

"In the fourth quarter, net revenues increased by 20.4% year-over-year, driven by healthy growth in our online business as well as our rapidly expanding personalized matchmaking business," said Mr. Linguang Wu, CEO of Jiayuan. "Executing on our segmentation strategy, in 2013 we launched new mobile products targeting younger demographics. We also continued to invest significant resources in improving user experience and ensuring a safe and friendly environment for users, in line with our mission to provide the best online dating platforms for China's singles."

Mr. Wu added, "We have been extremely encouraged by our success in leveraging Jiayuan's resources to expand our personalized matchmaking offer, which covered 30 locations in 25 cities as of the end of 2013. In the fourth quarter alone we added 12 locations in 11 cities, and we expect to see continued strong growth in the year ahead."

Mr. Shang Koo, CFO of Jiayuan commented, "Innovation has always been at the core of Jiayuan's success and we will continue to invest heavily in developing new features and product offerings to help drive user growth. In the quarters ahead we will put more effort on improving our brand awareness and market share through increased marketing activities. We are confident that our multi-brand, multi-segment product strategy will allow us to further strengthen Jiayuan's industry-leading position over the long term."

First Quarter 2014 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB130 million to RMB132 million for the first quarter of 2014. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

FORM 20-F/A

(Amendment No. 1)

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.

BEIJING, January 14, 2014 /PRNewswire/ -- Jiayuan.com International Ltd. ("Jiayuan" or "the Company") (NASDAQ: DATE), operator of the largest online dating platform in China, today announced that the number of registered user accounts on Jiayuan.com reached the 100 million milestone at approximately 1:51pm, Beijing Time on Jan. 14, 2014.

Founded in 2003, Jiayuan has helped more than 12.3 million people find love in the last ten years and has become synonymous with online dating in China. According to the latest statistics from iResearch, Jiayuan.com accounted for 57% of user time spent on online dating websites in China, more than five times that of the next closest competitor.

"We are very pleased to see ongoing user growth as we continue to optimize user experience, enhance our proprietary search and matching technology, and expand our brand portfolio," said Mr. Linguang Wu, CEO of Jiayuan. "Since our IPO in May 2011, we've consistently attracted new users to Jiayuan's dating platform, more than doubling the number of registered user accounts over the period."

Mr. Wu added, "Building on this momentum, we will introduce our personalized matchmaking business to new markets, enhance our existing products and launch new products to target different customer demographics. These initiatives will enable us to expand our database of eligible singles, which is already the largest in China, and help more people find love online."

Jiayuan.com hit the 90 million registered user accounts milestone on July 7, 2013.

BEIJING, December 19, 2013 /PRNewswire-FirstCall/ -- Jiayuan.com International Ltd. ("Jiayuan" or "the Company") (NASDAQ: DATE), operator of the largest online dating platform in China, today announced that the Company's board of directors has approved a twelve-month extension of its previously announced share repurchase program datedDecember 21, 2012, which was scheduled to expire on December 20, 2013.

Upon such extension, Jiayuan is authorized, but not obligated, to continue to repurchase up to the remaining balance of the US$10 million of its American Depositary Shares ("ADSs") for an additional twelve months, from December 21, 2013 to December 20, 2014. Purchases under this authorization may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions, pursuant to a plan adopted by the board of directors in accordance with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act. The timing of the purchases and the amount of shares purchased will be determined by the Company's management based on its evaluation of market conditions, trading price, applicable securities laws, and other factors. The Company's board of directors will review the share repurchase program periodically, and may authorize the adjustment of its terms and size accordingly. The share repurchase program will be funded by the Company's available cash balance.

As of December 18, 2013, the Company had spent approximately US$5.26 million under its existing share repurchase program.

Third Quarter 2013 Financial Results

• Net revenues of RMB128.7 million (US$21.0 million) for the third quarter of 2013, representing a year-over-year increase of 13.4% from RMB113.5 million and an increase of 7.9% from RMB119.3 million in the previous quarter.
• Non-GAAP basic and diluted net income per ADS for the third quarter of 2013 were RMB0.67 (US$0.11) and RMB0.66 (US$0.11), respectively, compared to non-GAAP basic and diluted net income per ADS of RMB0.66 and RMB0.64 for the corresponding quarter of 2012 and non-GAAP basic and diluted net income per ADS ofRMB0.55 and RMB0.54, respectively, for the second quarter of 2013.

"We were pleased to see solid results in the third quarter with net revenues increasing 13.4% year-over-year," said Mr. Linguang Wu, CEO of Jiayuan. "Our personalized matchmaking services in particular grew at an exciting pace as we leveragedChina's largest database of marriage minded singles and Jiayuan's proprietary new CRM system to expand services to additional tier two cities."

"We're also excited to see 3.5% year-over-year growth in our average monthly active users in the third quarter. Both jiayuan.com and izhenxin.com contributed to the positive growth, partly due to cross promotional efforts that helped to increase user engagement on both platforms," added Mr. Wu. "Executing on our segmentation strategy, we recently launched three new mobile products which complement our existing product portfolio. We are confident that our strategy of providing multi-brand, multi-segment products, especially mobile products, will further strengthen Jiayuan's industry-leading position over the long term."

"Looking forward, we will be focused on generating growth by introducing new products targeting specific market segments, expanding our personalized matchmaking services to new markets, and enhancing existing products to improve user retention," commented Mr. Shang Koo, CFO of Jiayuan. "In the quarters ahead we will continue to invest heavily in developing and marketing new mobile products. Looking to 2014, we expect new mobile products to help drive user growth."

Fourth Quarter 2013 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB128 million to RMB130 million for the fourth quarter of 2013. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

Second Quarter 2013 Financial Results

• Net revenues for the second quarter 2013 were RMB119.3 million (US$19.4 million), a year-over-year increase of 20.0% and a sequential increase of 7.0% compared to the first quarter of 2013.
• Operating income for the second quarter 2013 was RMB12.5 million (US$2.0 million), a decline of 32.4% compared to RMB18.5 million for the corresponding quarter of 2012, and an increase of 33.5% compared toRMB9.4 million for the previous quarter. The year-over-year decrease was primarily due to increases in selling and marketing expenses and R&D expenses. The sequential increase was a result of growth in the Company's online business and better cost control. Excluding share-based compensation, non-GAAP²operating income for the second quarter 2013 was RMB16.0 million (US$2.6 million), compared to non-GAAP operating income of RMB19.0 million for the corresponding quarter of 2012, representing a year-over-year decrease of 15.8% and an increase of 18.0% compared to RMB13.5 million for the previous quarter.
• Net income for the second quarter 2013 was RMB13.1 million (US$2.1 million), a decrease of 36.4% compared to RMB20.5 million for the corresponding quarter of 2012, and an increase of 64.6% compared toRMB7.9 million for the previous quarter. Excluding share-based compensation, non-GAAP net income for the second quarter of 2013 was RMB16.5 million (US$2.7 million), with a decrease of 21.4% compared toRMB21.0 million for the corresponding quarter of 2012, and an increase of 36.5% compared to RMB12.1 million for the previous quarter.

• Basic and diluted net income per ADS⁵ for the second quarter of 2013 were RMB0.44 (US$0.07) and RMB0.43(US$0.07), respectively, compared to basic and diluted net income per ADS of RMB0.66 and RMB0.64 for the corresponding quarter of 2012 and basic and diluted net income per ADS of RMB0.27 and RMB0.26, respectively, for the first quarter of 2013. Excluding share-based compensation expenses, non-GAAP basic and diluted net income per ADS for the second quarter of 2013 were RMB0.55 (US$0.09) and RMB0.54 (US$0.09) respectively, compared to non-GAAP basic and diluted net income per ADS of RMB0.67 and RMB0.65 for the corresponding quarter of 2012 and non-GAAP basic and diluted net income per ADS of RMB0.41 and RMB0.40, respectively, for the first quarter of 2013.

"We saw healthy growth in the second quarter with net revenues increasing 20.0% year-over-year as our mobile product and personalized matchmaking offers continued to grow in popularity," said Mr. Linguang Wu, CEO of Jiayuan. "We also further enhanced online user experience during the quarter through an upgrade of our online system to better identify and block unhealthy user behavior."

Mr. Wu added, "In the second half of this year, we expect to introduce new mobile products addressing the specific needs and spending patterns of our rapidly growing mobile user base. As greater numbers of Chinese singles from different age groups, income levels and regions look for love online through multiple platforms, we are confident that Jiayuan has the right strategy in place to grow our user base while increasing monetization over time."

"As China's leader in online dating, Jiayuan will continue to prioritize user experience by ensuring that users have a safe environment in which to look for love online," commented Mr. Shang Koo, CFO of Jiayuan. "In the second half of this year, we look forward to bringing our personalized matchmaking service to new high growth markets and to launching exciting new products optimized for the mobile users, which we expect will contribute to top-line growth in the medium term."

Third Quarter 2013 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB125 million to RMB127 million for the third quarter of 2013. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

• Net revenues for the first quarter 2013 were RMB111.5 million (US$18.0 million), a year-over-year increase of 27.6%.
• Operating income for the first quarter 2013 was RMB9.4 million (US$1.5 million), with an increase of 139.1% compared to operating income of RMB3.9 million for the corresponding quarter of 2012. The increase in operating income was a result of strong growth in Jiayuan's online services. Excluding share-based compensation, non-GAAP[2] operating income for the first quarter 2013 was RMB13.5 million (US$2.2 million), compared to non-GAAP operating income of RMB7.8 million for the corresponding quarter of 2012, representing a year-over-year increase of 73.4%.
• Net income for the first quarter 2013 was RMB7.9 million (US$1.3 million), up 51.8% compared to net income of RMB5.2 million for the corresponding quarter of 2012. Excluding share-based compensation, non-GAAP net income for the first quarter of 2013 was RMB12.1 million (US$2.0 million), up 32.8% compared to RMB9.1 million for the corresponding quarter of 2012.

"Jiayuan's total revenue increased 27.6% in the first quarter of 2013 compared with the same period last year," said Mr. Linguang Wu, CEO of Jiayuan. "By enabling users to access our services while travelling, the popularity of Jiayuan's mobile products helped to mitigate the  seasonality associated with the late Chinese New Year holiday, even as it coincided this year with Valentine's Day, traditionally our peak period of user activity."

Mr. Wu added, "We are very excited to be celebrating our 10th anniversary this year with the launch of Jiayuan's new logo and mascot, reaffirming our commitment to quality and innovation in helping marriage-minded singles in China find love."

"Building on our industry leadership through sustained investment in new product development and R&D is at the core of Jiayuan's long-term growth strategy, and we remain encouraged with our progress on this front," said Mr. Shang Koo, CFO of Jiayuan. "Recently we completed our move to Jiayuan's new company-owned office space which provides comfortable and cost-effective space for our growing team."

Mr. Koo noted that on May 16th the Company announced a special dividend and an annual dividend policy, in line with Jiayuan's commitment to delivering shareholder value.

BEIJING, May 16, 2013 /PRNewswire-FirstCall/ -- 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 has declared a special cash dividend in the amount of US$0.1733333 per ordinary share or US$0.26 per American Depositary Share ("ADS"), payable to record holders of the Company's ordinary shares at the close of business on June 5, 2013 (the "Record Date"). Holders of the Company's ADSs, every two ADSs representing three ordinary shares, on the Record Date will be entitled to receive the special cash dividend. The Company expects Citibank, N.A., the depositary bank for the Company's ADS program, to pay out such dividends to ADS holders on or about June 19, 2013. Dividends to be paid to the Company's ADS holders through the depositary bank will be subject to the terms of the deposit agreement, including the fees and expenses payable thereunder. The aggregate amount of this special cash dividend is approximately US$8.0 million, which is approximately 50% of Jiayuan's non-GAAP net income generated in the third and fourth quarters of 2011 and full-year 2012. The Company defines non-GAAP net income as net income attributable to the Company excluding share-based compensation expenses.

In addition, the Board also approved an annual dividend policy under which the Company expects to pay annual dividends with an aggregate amount of up to 60% of the Company's non-GAAP annual net income. The Company expects to pay such dividends in cash. The size and timing of such payments will be decided after taking into consideration, among other things, broader market conditions.

"In light of our continued solid performance, the strength of our balance sheet and confidence in our business, we want to provide the dividends to underscore our commitment to generating shareholder return," said Qian Yongqiang, Director and Co-Chairman of the Board. "We expect Jiayuan to continue to maintain a healthy cash balance and we believe the Company is well-positioned to move forward as an industry leader in online dating, drive stronger business growth and build long-term value for our shareholders."

BEIJING, June 27, 2012 /PRNewswire-Asia-FirstCall/ -- Jiayuan.com International Ltd. ("Jiayuan" or the "Company") (NASDAQ: DATE), operator of the largest online dating platform in China, today announced that it has launched an online store on TMall.com ("TMall"), one of China's most popular B2C online retail platforms, which expands the purchasing options available to Jiayuan users nationwide.

From today, Jiayuan's users will be able to shop for Jiayuan's online dating products and services on the TMall store at http://jiayuanshop.tmall.com in addition to purchasing directly from Jiayuan.com. The TMall store will sell a selection of Jiayuan's "virtual stamp" products as well as one-month, three-month, six-month and one year subscription packages. Products purchased on the store will be automatically credited to users' accounts and can be used immediately.

TMall is one of the most popular B2C online retail platforms in China. It is owned by the Alibaba Group and grew out of Taobao, Alibaba's C2C platform.

"The Jiayuan TMall store is another important step forward in our constant effort to ensure that the Jiayuan user experience is the most enjoyable and user-friendly in the market," said Jiayuan's founder and co-CEO, Ms. Rose Gong. "China's singles are increasingly relying on online retail as one of their preferred shopping channels. So this new store on China's most popular B2C online retail platform not only provides another convenient purchasing option for current and potential Jiayuan users, but also builds the Jiayuan brand among users of the TMall platform."

First Quarter 2012 Results

• Net revenues for the first quarter 2012 were RMB87.4 million (US$13.9 million), a year-over-year increase of 27.8%.
• Operating income for the first quarter 2012 was RMB3.9 million (US$622,000), compared to operating income of RMB16.5 million for the corresponding quarter of 2011. Excluding share-based compensation, non-GAAP[2] operating income for the first quarter 2012 was RMB7.8 million (US$1.2 million), compared to non-GAAP operating income of RMB19.2 million for the corresponding quarter of 2011.
• Net income attributable to Jiayuan for the first quarter 2012 was RMB5.2 million (US$831,000), compared to net income attributable to Jiayuan of RMB12.1 million for the corresponding quarter of 2011. Excluding share-based compensation, non-GAAP net income attributable to Jiayuan for the first quarter of 2012 was RMB9.1 million (US$1.4 million), compared to RMB14.8 million for the corresponding quarter of 2011.
• Excluding share-based compensation expenses, non-GAAP basic and diluted net income per ADS for the first quarter of 2012 were RMB0.29 (US$0.05) and RMB0.28 (US$0.04) respectively, compared to RMB0.03 (US$0.00) for the first quarter of 2011 and RMB0.09 (US$0.01) for the fourth quarter of 2011.

"In an increasingly competitive market environment, our focus on delivering the industry's best user experience enabled Jiayuan to record solid results for the first quarter, particularly in our online services segment," said Ms. Rose Gong, founder and co-CEO of Jiayuan. "This encouraging performance, especially in the important period following the Chinese New Year, sets us up well for the year ahead. Crucially, our wireless offering continues to quickly build momentum. From a standing start last year, we reached 4.6 million activated downloads by the end of March 2012. This and other peerless service offerings, such as our recently launched online desktop client, set Jiayuan a class apart in China's online dating industry and position us for sustained dominance in the long term."

"Strong growth in our online business drove top-line growth, while prudent cost management enabled significantly improved bottom-line performance," commented Shang Koo, CFO of Jiayuan. "Sales and marketing spending was lower than anticipated as we focused our spending on smarter marketing through more effective channels. User response to our wireless platform has exceeded our expectations, and we expect to be able to quickly ramp up monetization of this exciting potential revenue generator. Looking ahead, we aim to build on our leadership in technology and user experience by focusing on research and development, and we expect to see concrete results from these efforts from the second half of this year."

Second Quarter 2012 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB93 million to RMB95 million for the second quarter of 2012. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

Fourth Quarter 2011 Highlights

• Net revenues for the fourth quarter of 2011 were RMB88.6 million (US$14.1 million), in line with guidance, representing a year-over-year increase of 53.6%.
• Operating loss for the fourth quarter of 2011 was RMB4.3 million (US$690,000), compared to operating income of RMB13.2 million for the corresponding quarter of 2010. Excluding share-based compensation,non-GAAP(2) operating loss for the fourth quarter of 2011 was RMB322,000 (US$51,000), compared to non-GAAP operating income of RMB15.3 million for the corresponding quarter of 2010. The operating loss and non-GAAP operating loss are primarily attributable to a higher selling and marketing expense, includingRMB10.0 million resulting from a special marketing campaign conducted during the quarter, as well as an increase in personnel costs due to year-end bonuses being accrued during the quarter.
• Net loss attributable to Jiayuan for the fourth quarter of 2011 was RMB1.2 million (US$190,000), compared to net income attributable to Jiayuan of RMB10.0 million for the corresponding quarter of 2010. Excluding share-based compensation, non-GAAP net income attributable to Jiayuan for the fourth quarter of 2011 was RMB2.8 million (US$449,000), compared to RMB12.1 million for the corresponding quarter of 2010.

"In the fourth quarter we saw a record-high number of newly registered user accounts on our website, and reported encouraging revenue growth of 53.6% year-on-year," said Ms. Rose Gong, chief executive officer of Jiayuan.

"As China's leading online platform for serious dating, we remain focused on a simple formula of providing users with the industry-leading nationwide network combined with the best possible online dating environment," continued Ms. Gong. "In addition to our traditional online offering, our wireless offering continues to gain traction with advanced features such as mobile location-based services that are specifically designed to meet the needs of serious users looking for love. We are delighted to see that the number of activated smartphone apps accessing Jiayuan's services reached a new record of approximately two million by the end of the quarter."

Ms. Gong concluded, "We continue to see fragmentation in China's online dating market as new entrants attempt to take advantage of the tremendous market opportunities. As the clear market leader, we are confident that Jiayuan will be a beneficiary of this trend as users increasingly appreciate the advantages of Jiayuan's superior offering compared to competitors."

"In our traditionally slowest quarter, healthy revenue growth was offset by aggressive investment in marketing and user-focused initiatives," said Mr. Shang Koo, chief financial officer of Jiayuan. "We are mindful that the market landscape continues to evolve quickly, and in the fourth quarter we invested in a robust marketing campaign to enhance market understanding of Jiayuan's premium position and superior product offerings. In 2012, we will build on this brand-enhancement push by concentrating marketing spending on user acquisition. We will also maintain a robust pace of investment in support of user-related initiatives like our wireless offering, which we are confident will become important drivers of our future growth. As the online dating sector in Chinabecomes increasingly vibrant, we believe that our unrivalled nationwide network and our emphasis on providing the best possible user experience will position Jiayuan for long-term leadership."

First Quarter 2012 Outlook

Jiayuan currently expects to generate net revenues in the range of RMB90 million to RMB92 million for the first quarter of 2012. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

BEIJING, December 22, 2011 /PRNewswire-Asia-FirstCall/ -- 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 has approved a US$10 million share repurchase program.

The program is effective immediately and permits the Company to purchase up to US$10 million of its American Depositary Shares, or ADSs, over a period of twelve months commencing from the date of this announcement. Purchases under this authorization may be made from time to time on the open market at prevailing market prices or in privately negotiated transactions, pursuant to a plan adopted by the board of directors in accordance with Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act. The timing of the purchases and the amount of shares purchased will be determined by the Company's management based on its evaluation of market conditions, trading price, applicable securities laws, and other factors. The Company's board of directors will review the share repurchase program periodically, and may authorize adjustment of its terms and size accordingly. The share repurchase program will be funded by the Company's available cash balance.

"We are confident in the future of Jiayuan's business as we continue to benefit from our clear leadership inChina's online dating industry," said Ms. Rose Gong, chief executive officer of Jiayuan. "Jiayuan has a strong cash position currently, and we believe that this program represents an appropriate use of cash at this time."

Third Quarter 2011 Results

First Quarter Results:

• Net revenues for the first quarter of 2011 were RMB68.4 million (US$10.4 million), representing a year-over-year increase of 198.4%.
• Operating income for the first quarter of 2011 was RMB16.5 million (US$2.5 million), compared to an operating loss of RMB1.1 million for the corresponding period in 2010.Non-GAAP(2) operating income for the first quarter of 2011 was RMB19.2 million (US$2.9 million), compared to operating income of RMB107,000 for the corresponding period in 2010.
• Net income attributable to Jiayuan for the first quarter of 2011 was RMB12.1 million (US$1.9 million), compared to a net loss attributable to Jiayuan of RMB1.2 million for the corresponding period in 2010. Non-GAAP net income attributable to Jiayuan for the first quarter of 2011 was RMB14.8 million (US$2.3 million), compared to a non-GAAP net loss attributable to Jiayuan of RMB15,000 for the corresponding period in 2010.

"Our strong results for the first quarter of 2011 reflect rapid growth in China's online dating sector and Jiayuan's position as the undisputed market leader in terms of number of unique visitors, market share by money spent and time spent, average time spent and page views per user," said Rose Gong, chief executive officer of Jiayuan. "Users are increasingly recognizing that Jiayuan's unrivalled network gives them the best possible opportunity to find suitable matches, while our innovative results-based pricing model ensures that they have the best possible user experience. Going forward, we believe that these two important competitive advantages will enable Jiayuan to extend its position as the leading online dating platform in China."

• Non-GAAP basic and diluted net income per ADS for the first quarter of 2011 was RMB0.03 (US$0.00), compared to non-GAAP basic net loss per ADS of RMB0.12 for the corresponding quarter of 2010 and RMB0.00 for the fourth quarter of 2010.

Jiayuan currently expects to generate net revenues in the range of RMB79 million to RMB81 million for the second quarter of 2011. As disclosed in Jiayuan's prospectus for its IPO on May 11, 2011, Jiayuan recorded share-based compensation expenses of approximately RMB17.5 million in the second quarter of 2011 in relation to the share-based awards granted to contractors, and current and former employees which fully vested upon the completion of Jiayuan's IPO. This forecast reflects Jiayuan's current and preliminary view, which is subject to change.

We believe that our current cash and cash equivalents, cash flow from operations and the proceeds from this offering will be sufficient to meet our anticipated cash needs, including for working capital and capital expenditures, for at least the next 12 months as of the date of this prospectus. We may, however, require additional cash resources due to changed business conditions or other future developments.

JiaYuan.com International recently completes initial public offering.

Company Snapshot:

We operate the largest online dating platform in China.

Industry Snapshot: (from the company)

China's online dating market has grown significantly due to improved public acceptance of and confidence in online dating services. While the online dating industry has reached a mature stage in some markets, such as the United States, China's online dating market is still early in its development and is undergoing rapid growth. China's online dating market is projected by iResearch to grow from RMB487 million in 2010 to RMB1.9 billion in 2015, representing a compound annual growth rate for the online dating market of 31.3%, significantly outpacing the 3.4% compound annual growth rate for the online dating market in the United States during the same period as projected by IBISWorld. The tremendous demand for online dating services in China is primarily driven by (i) unprecedented urbanization, (ii) rapid demographic changes, including a growing gender imbalance, (iii) China's unique cultural considerations and traditional values and (iv) China's fast growing Internet industry. According to iResearch, the number of singles over the age of 18 visiting online dating websites increased from 14 million in 2009 to 19 million in 2010 and is expected to reach 60 million in 2015.

Use Of proceeds:

We plan to use the net proceeds we receive from this offering to pay dividends due to holders of Series A preferred shares, including US$3.0 million to Fame Gain, Qiming Venture Partners L.P. and Qiming Managing Directors Fund, L.P., and for general corporate purposes, including capital expenditures, such as in connection with establishing new offices, expanding our services and purchasing additional hardware for expanded capacity and to meet new demands from new services, and funding possible future strategic acquisitions

Underwriter:

• BofA Merrill Lynch
• Citi
• CICC
• Oppenheimer & Co.
• Stifel Nicolaus Weisel

Offering price: $11.00

Post IPO Share Calculation: (Using a 1.5 to Ordinary to 1 ADS conversion ratio).

• 25,443,914: Pre IPO fully diluted share count used in EPS calculation.
•   7,100,000: 6,700,000 new shares + 400.00 from selling shareholders.
•   3,527,113: Shares from warrants : Underwriter over-allotments ADS shares 

GeoTeam® best effort calculation of total post IPO ADS count to be used in EPS calculations, assuming full conversions and a Ordinary to ADS conversion ratio of 1.5 to 1:   35,671,027

Financial Snapshot: December Year End

2009 vs. 2008

• Revenues: $9.4 million vs $4.07 million
• Adjusted Net Income: $1.10 million vs. $2.02 million 

Twelve Months 2010 vs 2009

• Revenues: 25.40 million vs. $9.4 million 
• Adjusted Net Income: $3.59 million vs. $1.10 million 

Pro Forma Valuation: using $11.00 and new share count

• Trailing EPS (ADS): $0.10
• Trailing P/E:  110