[AMENDMENT NO. 3 TO Form F-1 REGISTRATION STATEMENT Jiayuan.com International Ltd. Not Applicable Cayman Islands 7371 Not Applicable Room 1005, Changxin Building CT Corporation System (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: David S. Wang, Esq. David T. Zhang, Esq. Approximate date of commencement of proposed sale to the public:] [L&W Draft May 5, 2011 JIAYUAN.COM INTERNATIONAL LTD. 10,650,000 Ordinary Shares (par value US$0.001 per share ) Each represented by American Depositary Shares UNDERWRITING AGREEMENT May [ ], 2011 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 and Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 As Representatives of] [JIAYUAN.COM INTERNATIONAL LTD. May , 2011 Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York 10036 Re: Jiayuan.com International Ltd. Reserved Share Program Ladies and Gentlemen: Reference is made to the Underwriting Agreement dated May , 2011 (the “Underwriting Agreement”) among Jiayuan.com International Ltd. (the “Company”), the Selling Shareholders and the Underwriters listed in Schedule] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LTD. Room 1005, Changxin Building May 6, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as the PRC counsel to Jiayuan.com International Ltd. (the “ 3. Documents In so acting, we have] [CONTRACT ASSIGNMENT AGREEMENT Agreement This CONTRACT ASSIGNMENT AGREEMENT (this “ BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. Assignor (the “ MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. Assignee (the “ BEIJING HUAQIANSHU INFORMATION TECHNOLOGY CO., LTD. Beijing Huaqianshu (“ HAIYAN GONG , a Chinese citizen; YONGQIANG QIAN , a Chinese citizen; XU LIU, a Chinese citizen; CHENG LI , a Chinese citizen;] [CONTRACT ASSIGNMENT AGREEMENT Agreement This CONTRACT ASSIGNMENT AGREEMENT (this “ BEIJING MIYUAN INFORMATION TECHNOLOGY CO., LTD. Assignor (the “ MIYUAN (SHANGHAI) INFORMATION TECHNOLOGY CO., LTD. Assignee (the “ BEIJING SHIJI XIQUE INFORMATION TECHNOLOGY CO., LTD. Shiji Xique (“ HAIYAN GONG , a Chinese citizen; YONGQIANG QIAN , a Chinese citizen; XU LIU, a Chinese citizen; CHENG LI , a Chinese] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1/A of Jiayuan.com International Ltd. of our report dated March 8, 2011, except for Note 19(c), (e) and (f) which are as of April 20, 2011, relating to the consolidated financial statements of Jiayuan.com International Ltd., which appears in such Registration] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LTD. Room 1005, Changxin Building No. 39 Anding Road, Chaoyang District Beijing 100029 the People’s Republic of China May 6, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the People’s Republic of China (the “ 2. Company Offering ADSs Ordinary Shares Offered Securities” Registration Statement SEC We act as the PRC counsel]