Jiayuan

Prospectus Summary

PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements included elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in our ADSs, discussed under "Risk Factors," before deciding whether to buy our ADSs. We commissioned iResearch Consulting Group, or iResearch, a market research firm in China, to prepare a report for the purpose of providing various industry and other information and illustrating our position in the online dating industry in China. Information from this report appears in the "Prospectus Summary," "Industry," "Business" and other sections of this prospectus. Reference to iResearch in this prospectus is to the information provided in the report prepared by iResearch.

Our Company

We operate the largest online dating platform in China. As a pioneer in China's online dating market, we are committed to addressing the dating and marriage needs of China's rapidly growing urban singles population by providing a trusted, effective platform and a superior user experience. According to iResearch, we ranked first and commanded a 43.7% share of the total amount of money spent in China's online dating market in 2010. Our website, Jiayuan.com, provides single adults with unique opportunities to meet, interact and form a long-term relationship aimed towards marriage. Jiayuan.com also ranked first in terms of number of visits from different Internet Protocol addresses, or unique visitors, average time spent per user and average page views per user among all online dating websites in China in 2010, according to iResearch.

We employ a results-based pricing model, which we believe distinguishes us from other online dating service providers. Unlike dating websites that follow a subscription-based model, we offer users free registration with immediate full search access to our database. This feature engages new users in the site and entices them to begin exploring our database for potential companions. Although the search capabilities and exploratory services are provided for free and our users are not required to pay to send an initial message to another user, either the sender or recipient must purchase a RMB2.00 virtual stamp in order for the message to be readable. After the initial message is read, future communications between the same users are free on Jiayuan.com. Our pricing strategy for the initial message is designed to reach and target the mass market with its affordability. Given the nominal cost of a virtual stamp, we believe this feature of our business is recession-resistant and serves as a strong foundation of our revenue model. Furthermore, for users who intend to send or who have received a large amount of initial messages, we offer various types of fee plans that include the option to send up to 100 initial readable messages per day or unlimited message reading during a specified subscription period.

We believe our results-based pricing model is more attractive to users because they only pay for the results and services that they can see and has been one of the key factors enabling us to attract and retain a large user base. We believe most of our users are well-educated singles seeking long-term relationships aimed towards marriage. Our large and attractive user base combined with our results-based fee structure and user-friendly interface have created what we believe is a superior user experience. According to a survey conducted by iResearch in January 2011, we ranked first in customer satisfaction among our major competitors in China's online dating industry.

We believe that our " " (Shiji Jiayuan) brand, which is our Chinese name, has become the most well-known and trusted online dating brand in China. From July to December 2010, " " (Shiji Jiayuan) was searched 25-times more often than " " (Jiao You), a common term for "dating" in Chinese, on Baidu.com. Leveraging our brand and national recognition, we have attracted a critical user mass locally in not only first-tier cities, such as Beijing, Shanghai, Guangzhou and Shenzhen, but also in many second-tier cities across China. We intend to continue expanding our user base into other second-tier and third-tier cities. A large user base is a major attraction for new users because of the large number of potential companions available to each of our users at their preferred location. We believe our localized critical mass on a national scale and well-regarded brand name is difficult for competitors to replicate and provides us with an important competitive advantage.

Leveraging the prominence of our brand in China's online dating market, we have been expanding our business to offline events and VIP services. Since 2008, we have hosted on average 670 large scale social gatherings per year in cities throughout China to provide our users offline opportunities to meet in person. Such offline events also promote our national brand name and benefit our online platform. Our VIP services, which offer personalized search services geared towards more affluent clients, help to diversify our revenue mix.

We only started charging fees for messaging services provided on our Jiayuan.com website in October 2008, and currently we derive most of our revenues from our online business. As of March 31, 2011, we had a total of 40.2 million registered user accounts, with an average of 4,744,705 active user accounts in the first quarter of 2011. Active user accounts refer to registered user accounts through which registered users have logged-in to our Jiayuan.com website at least once within a calendar month in the case of user accounts registered in prior months, or on at least two separate days within a calendar month, including the day of completion of the registration process, in the case of user accounts newly registered in the calendar month. In the first quarter of 2011, the number of our average monthly paying user accounts was 882,471, compared to 306,163 in the first quarter of 2010, representing an increase of 188.2%. We generated net revenues of RMB27.6 million, RMB63.9 million and RMB167.6 million (US$25.4 million) in 2008, 2009 and 2010, respectively. We had a net loss of RMB13.9 million in 2008 and net income of RMB5.7 million and RMB16.7 million (US$2.5 million) in 2009 and 2010, respectively. Excluding non-cash share-based compensation expenses, we had a non-GAAP net loss of RMB13.7 million in 2008 and non-GAAP net income of RMB7.3 million and RMB23.7 million (US$3.6 million) in 2009 and 2010, respectively. For a reconciliation of our non-GAAP net (loss)/income to our U.S. GAAP net (loss)/income, see "Summary Consolidated Financial and Operating Data."

Industry Background

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.

Our Competitive Strengths

We believe that the following strengths contribute to our success and differentiate us from our competitors:

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leading market position in the fast growing online dating industry;


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nationally renowned and trusted brand;

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large user base and extensive network of cities with critical scale;


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effective and innovative pricing strategy and business model; and


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experienced management team.

Our Strategies

We aim to continue to strengthen our leading market position in China and strive to develop our group of websites into a leading global online dating, marriage and family platform. We intend to achieve this goal by implementing the following strategies:

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continue to promote our brand name and increase our market penetration;


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further increase our paying user base and monetize the services we provide them;


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expand our wireless dating services;


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leverage the success of our online dating platform by expanding our business scope into related areas and niche markets; and


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continue to enhance our research and development capabilities.

Our Challenges

The successful execution of our strategies is subject to certain risks and uncertainties, including those relating to:

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our ability to continue to attract users to our websites;


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our ability to develop and introduce new online dating services and products that meet our users' needs and expectations;


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our ability to compete effectively with present and future competitors or to adjust to changing market conditions and trends;


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the continued recognition of our "

" (Shiji Jiayuan) brand and the further enhancement of our other brands;

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substantial uncertainties and restrictions with respect to the interpretation and application of PRC laws and regulations relating to the distribution of Internet content in China; and


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the corporate structure we have adopted to operate our business in China, under which we do not have equity ownership of our PRC operating companies and Shanghai Shiji Jiayuan Matchmaking Service Center, or Jiayuan Shanghai Center, and instead exercise control over them through contractual arrangements.

See "Risk Factors" and other information included elsewhere in this prospectus for a discussion of these and other challenges, risks and uncertainties.

Our History and Corporate Structure

Our founder and chief executive officer, Ms. Haiyan Gong, commenced our online dating business in 2003. Due to PRC legal restrictions on foreign ownership and investment in value-added telecommunications service businesses and the prohibition on privately funded non-enterprise institutions from engaging in profit-making business operations in China, we do not have any direct ownership interests or direct voting rights in any of our PRC operating companies and Jiayuan Shanghai Center. We operate our online dating services and offline VIP services through a series of contractual arrangements entered into (i) among Miyuan (Shanghai) Information Technology Co., Ltd., or Shanghai Miyuan, Shanghai Huaqianshu Information Technology Co., Ltd, or Shanghai Huaqianshu, its shareholders and Jiayuan Shanghai Center and (ii) among Beijing Miyuan Information Technology Co., Ltd., or Beijing Miyuan, Beijing Huaqianshu Information Technology Co., Ltd., or Beijing Huaqianshu, Beijing Shiji Xique Information Technology Co., Ltd., or Xique, and their respective shareholders. Shanghai Huaqianshu, Beijing Huaqianshu and Xique, hold, or are in the process of obtaining, the licenses and approvals that are required to operate our business. As a result of these contractual arrangements, we have the right to control management decisions and direct the economic activities that most significantly impact Shanghai Huaqianshu, Beijing Huaqianshu, Xique and Jiayuan Shanghai Center, and to obtain substantially all of the economic benefits in Shanghai Huaqianshu, Beijing Huaqianshu, Xique and Jiayuan Shanghai Center and the obligation to fund their losses. Therefore, we are deemed to be the primary beneficiary of Shanghai Huaqianshu, Beijing Huaqianshu, Xique and Jiayuan Shanghai Center, and, accordingly, under generally accepted accounting principles in the United States, or U.S. GAAP, we consolidate their operating results in our consolidated financial statements. For a more detailed discussion of these contractual arrangements, see "Our History and Corporate Structure," and for a detailed description of the regulatory environment for Internet-based businesses and offline VIP services in China that necessitates our adoption of this structure, see "Regulation." In addition, for a detailed description of the risks associated with our corporate structure and the contractual arrangements that support our corporate structure, see "Risk Factors—Risks Relating to Regulation of Our Business and to Our Structure."

The following diagram illustrates our anticipated shareholding and corporate structure immediately following this offering and assuming that Harper Capital Inc., or Harper, has completed the transfer of its 100% equity interest in Shanghai Miyuan to Jiayuan Hong Kong and that the underwriters do not exercise their over-allotment option*:

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(1)

Harper is in the process of transferring its 100% equity interest in Shanghai Miyuan to Jiayuan Hong Kong. We expect to complete this transfer in the second quarter of 2011.

(2)

These contracting shareholders are Ms. Haiyan Gong, our founder and chief executive officer, Mr. Yongqiang Qian, our chairman, Mr. Xu Liu, Mr. Fuping Yu, Mr. Qingjun Zhu and Mr. Cheng Li.

(3)

Jiayuan Shanghai Center was established by Shanghai Huaqianshu as a privately funded non-enterprise institution that engages in non-profit social services.

THIS IS THE END OF A COMPOSITION COMPONENT

Immediately following this offering, Fame Gain, Aprilsky, funds affiliated with Qiming Venture Partners, L.P. and other shareholders will continue to hold a majority of our outstanding ordinary shares. Fame Gain is 100% owned by our chairman, Mr. Yongqiang Qian. Aprilsky is 100% owned by our chief executive officer, Ms. Haiyan Gong. The general partner of Qiming Venture Partners, L.P. is Qiming GP, L.P. and one of our directors, Mr. JP Gan, is a managing director of the general partner of Qiming GP, L.P. Our other shareholders include other executive officers as well as shareholders who were shareholders of our company prior to this offering. In addition, Mr. Qian, Ms. Gong and Mr. Gan will serve as three of the five members of our board of directors immediately following this offering.

Our Corporate Information

Our principal executive offices are located at Room 1005, Changxin Building, No. 39 Anding Road, Chaoyang District, Beijing, the People's Republic of China, and our telephone number is +8610 6442-8783. Our website address is http://www.jiayuan.com. The information on our website does not form a part of this prospectus. Our registered office in the Cayman Islands is P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. Our agent for service of process in the United States is CT Corporation System, located at 111 Eighth Avenue, New York, New York 10011. Investor inquiries shall be directed to us at the address and telephone number of our principal office set forth above.

THIS IS THE END OF A COMPOSITION COMPONENT TOC_END