DATE [JIAYUAN.COM INTERNATIONAL] CERTNAS: (Original Filing)
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DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: AMENDMENT NO. 4 TO Form F-1 REGISTRATION STATEMENT
[AMENDMENT NO. 4 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:] [Our ref DLK\660390\4477549v1 Direct tel +852 2971 3005 Email jenny.nip@maplesandcalder.com Jiayuan.com International Ltd. Room 1005, Changxin Building No.39 Anding Road Chaoyang District Beijing The Peoples Republic of China May 9, 2011 Dear Sirs Jiayuan.com International Ltd. Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to Jiayuan.com International Ltd. (the 1 Documents Reviewed] [77100.00003 May 9, 2011 Jiayuan.com International Ltd. Room 1005, Changxin Building No. 39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen: Company Registration Statement Securities Act Ordinary Shares ADSs Very truly yours, 2 EX-8.2 3 a2204017zex-8_2.htm OPINION OF PAUL HASTINGS REGARDING CERTAIN U.S. TAX MATTERS] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LTD. Room 1005, Changxin Building May 7, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the Peoples 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] [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 the Registration] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL LTD. Room 1005, Changxin Building No. 39 Anding Road, Chaoyang District Beijing 100029 the Peoples Republic of China May 7, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the Peoples Republic of China (the 2. Company Offering ADSs Ordinary Shares Offered Securities Registration Statement SEC We act as the PRC counsel]
SOHU [SOHU COM] 10-Q: (Original Filing)
[] [I, Charles Zhang, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Carol Yu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of March 31, 2011 and results of operations of the Company for the three months ended March 31, 2011. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors May 9, 2011 -54- EX-32.1 4 dex321.htm] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of March 31, 2011 and results of operations of the Company for the three months ended March 31, 2011. Carol Yu, Co-President and Chief Financial Officer May 9, 2011 -55- EX-32.2 5 dex322.htm SECTION 1350 CERTIFICATION OF CAROL]
SOHU [SOHU COM] 10-Q:
[] [I, Charles Zhang, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [I, Carol Yu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Sohu.com Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of March 31, 2011 and results of operations of the Company for the three months ended March 31, 2011. Charles Zhang, Chief Executive Officer and Chairman of the Board of Directors May 9, 2011 -54- EX-32.1 4 dex321.htm] [SOHU.COM INC. (2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company as of March 31, 2011 and results of operations of the Company for the three months ended March 31, 2011. Carol Yu, Co-President and Chief Financial Officer May 9, 2011 -55- EX-32.2 5 dex322.htm SECTION 1350 CERTIFICATION OF CAROL]
DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: AMENDMENT NO. 4 TO FormF-1 REGISTRATION STATEMENT Jiayuan.com
[AMENDMENT NO. 4 TO FormF-1 REGISTRATION STATEMENT Jiayuan.com International Not Applicableyman Islands 7371 Not Applicable Room1005, Changxin Building CTrporation System (Name,dress,luding zipde, and telephone number,luding areade, ofent for service)pies to:vid S. Wang, Esq.vid T. Zhang, Esq. Approximatete ofmmencement of proposedle to the public:] [Our ref DLK\660390\4477549v1 Direct tel +852 2971 3005 Email jenny.nip@maplesandcalder.com Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District Beijing The Peoples Republic of China May 9, 2011 Dear Sirs Jiayuan.com Internationalmpany Registration Statementmmission OfferingSs Shares We have actedyman Islands legalvisers to Jiayuan.com International (the] [77100.00003 May9, 2011 Jiayuan.com International Room1005, Changxin Building No.39 Anding Road Chaoyang District, Beijing The Peoples Republic of China Ladies and Gentlemen:mpany Registration Statement Securities Act Ordinary SharesSs Very truly yours, 2 OPINION OF PAUL HASTINGS REGARDING CERTAIN U.S. TAX MATTERS a2204017zex-8_2.htm 3 EX-8.2] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL Room1005, Changxin Building May 7, 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 4. Based upon and subject to the foregoing, we are of the opinion that the statements set forth under theption Taxation in the Registration Statement insofar theynstitute statement of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We herebynsent to the use in this Registration Statement on FormF-1/A of Jiayuan.com International of our reportted March8, 2011, except for Note 19(c), (e)and (f)which are of April20, 2011, relating to thensolidated financial statements of Jiayuan.com International which appears in the Registration Statement on Form F-1/A (No. 333-173619).] [LEGAL OPINION To: JIAYUAN.COM INTERNATIONAL Room1005, Changxin Building No.39 Anding Road, Chaoyang District Beijing 100029 the Peoples Republic of China May 7, 2011 Dear Sir/Madam: 1. Opinion We are lawyers qualified in the Peoples Republic of China (the 2. 3. Documents In so acting, we have examined the Registration Statement, the originals orpies certified or]
DATE [JIAYUAN.COM INTERNATIONAL] FWP: QuickLinks — Click here to rapidly navigate through
[QuickLinks -- Click here to rapidly navigate through this document JIAYUAN.COM INTERNATIONAL LTD. http://www.sec.gov/Archives/edgar/data/1511683/000104746911004715/a2203664zf-1a.htm On April 27, 2011, the Company filed Amendment No. 1 to its registration statement on Form F-1, including a preliminary prospectus. This free writing prospectus updates and supplements the information contained in the Company's preliminary prospectus, dated April 27, 2011. All references to page numbers are]
DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: (Original Filing)
[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 Peoples 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 Peoples Republic of China May 6, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the Peoples Republic of China (the 2. Company Offering ADSs Ordinary Shares Offered Securities Registration Statement SEC We act as the PRC counsel]
DATE [JIAYUAN.COM INTERNATIONAL] F-1/A: AMENDMENT NO. 3 TO Form F-1 REGISTRATION STATEMENT
[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 Peoples 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 Peoples Republic of China May 6, 2011 Dear Sir/Madam: 1. PRC Opinion We are lawyers qualified in the Peoples Republic of China (the 2. Company Offering ADSs Ordinary Shares Offered Securities Registration Statement SEC We act as the PRC counsel]
DATE [JIAYUAN.COM INTERNATIONAL] FWP: (Original Filing)
[QuickLinks -- Click here to rapidly navigate through this document JIAYUAN.COM INTERNATIONAL LTD. http://www.sec.gov/Archives/edgar/data/1511683/000104746911004715/a2203664zf-1a.htm On April 27, 2011, the Company filed Amendment No. 1 to its registration statement on Form F-1, including a preliminary prospectus. This free writing prospectus updates and supplements the information contained in the Company's preliminary prospectus, dated April 27, 2011. All references to page numbers are]
