| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Jiayuan.com International Ltd.
(Name of Issuer)
Ordinary shares, par value US$0.001 per share
(Title of Class of Securities)
477374 102
(CUSIP Number)
December 31, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o | Rule 13d-1(b) |
x | Rule 13d-1(c) |
o | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 477374 102 | |||||
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| 1. | Names of Reporting Persons | |||
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
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| (a) | o | ||
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| (b) | o | ||
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| 3. | SEC Use Only | |||
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| 4. | Citizenship or Place of Organization | |||
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Number of | 5. | Sole Voting Power | |||
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6. | Shared Voting Power | ||||
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7. | Sole Dispositive Power | ||||
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8. | Shared Dispositive Power | ||||
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| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person | |||
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o | |||
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| 11. | Percent of Class Represented by Amount in Row (9) | |||
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| 12. | Type of Reporting Person (See Instructions) | |||
Item 1. | |||
| (a) | Name of Issuer | |
| (b) | Address of Issuer’s Principal Executive Offices No. 35 Anding Road Chaoyang District, Beijing, People’s Republic of China | |
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Item 2. | |||
| (a) | Name of Person Filing | |
| (b) | Address of Principal Business Office or, if none, Residence Portcullis TrustNet Chambers P.O. Box 3444 Road Town, Tortola British Virgin Islands | |
| (c) | Citizenship | |
| (d) | Title of Class of Securities | |
| (e) | CUSIP Number | |
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Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | o | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | o | A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J); |
| (k) | o | Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J), please specify the type of institution:____________________________ |
| Not applicable. |
Item 4. | Ownership |
The following information with respect to the ownership of the ordinary shares of Jiayuan.com International Ltd. (the “Issuer”) by each of the reporting persons is provided as of December 31, 2014: |
Reporting Person |
| Amount |
| Percent of |
| Sole power to |
| Shared power |
| Sole power to |
| Shared power |
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Cheer Air Holdings Limited |
| 8,026,265 |
| 16.1 | % | 8,026,265 |
| 0 |
| 8,026,265 |
| 0 |
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| The 8,026,265 ordinary shares beneficially owned by Cheer Air Holdings Limited include: (i) 8,003,765 ordinary shares of the Issuer held by Aprilsky Ltd.; and (ii) 22,500 ordinary shares of the Issuer underlying share options which are exercisable by Aprilsky Ltd. within 60 days after December 31, 2014.
Prior to October 22, 2012, Aprilsky Ltd. was 100% owned by Ms. Haiyan Gong. On October 22, 2012, Ms. Gong transferred all of her shares in Aprilsky Ltd. to Cheer Air Holdings Limited. Accordingly, Aprilsky Ltd. is 100% owned by Cheer Air Holdings Limited. Cheer Air Holdings Limited is 100% owned by Managecorp Limited, the trustee of the Pangu Trust. The Pangu Trust is an irrevocable trust established under the laws of the British Virgin Islands. Ms. Gong is the settlor of the Pangu Trust and Ms. Gong and her family members are the beneficiaries. |
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Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |
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Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
| Not applicable. |
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Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
| Not applicable. |
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Item 8. | Identification and Classification of Members of the Group |
| Not applicable. |
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Item 9. | Notice of Dissolution of Group |
| Not applicable. |
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Item 10. | Certification |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 17, 2015 |
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| Cheer Air Holdings Limited | |
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| /s/ Haiyan Gong |
| Name: | Haiyan Gong |
| Title: | Director |
| ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |