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Juneyao Airlines Co., Ltd., et al. – ‘SC 13G/A’ on 12/5/19 re: China Eastern Airlines Corp Ltd

On:  Thursday, 12/5/19, at 3:21pm ET   ·   Accession #:  1213900-19-25385   ·   File #:  5-89084

Previous ‘SC 13G’:  ‘SC 13G/A’ on 11/5/19   ·   Latest ‘SC 13G’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

12/05/19  Juneyao Airlines Co., Ltd.        SC 13G/A               1:144K China Eastern Airlines Corp Ltd   Edgar Agents LLC/FA
          Han Wang
          Jinqi Ye
          Junjin Wang
          Shanghai Juneyao (Group) Co., Ltd.
          Shanghai Juneyao Airline Hong Kong Ltd

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment No. 2 to Schedule 13G                     HTML     67K 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*.

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*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).

SCHEDULE 13G

SCHEDULE 13G

SCHEDULE 13G

SCHEDULE 13G

SCHEDULE 13G

SCHEDULE 13G

Item 1.

Item 2.

Juneyao Hong Kong beneficially owns 517,677,777 H Shares held by it.

Juneyao Airlines (i) beneficially owns 12,000,000 H Shares held by it, and (ii) may be deemed to beneficially own 517,677,777 H Shares held by Juneyao Hong Kong.

Juneyao Group may be deemed to beneficially own (i) 12,000,000 H Shares held by Juneyao Airlines, and (ii) 517,677,777 H Shares held by Juneyao Hong Kong.

Junjin Wang may be deemed to beneficially own (i) 12,000,000 H Shares held by Juneyao Airlines, and (ii) 517,677,777 H Shares held by Juneyao Hong Kong.

Han Wang may be deemed to beneficially own (i) 12,000,000 H Shares held by Juneyao Airlines, and (ii) 517,677,777 H Shares held by Juneyao Hong Kong.

Jinqi Ye may be deemed to beneficially own (i) 12,000,000 H Shares held by Juneyao Airlines, and (ii) 517,677,777 H Shares held by Juneyao Hong Kong.

In addition, on August 30, 2019, the Issuer completed a non-public issuance (the “A Shares Issuance”) of its Ordinary Domestic Shares, par value RMB1.00 per share (“A Shares”). On October 29, 2019, Juneyao Group and Juneyao Airlines entered into a contractual arrangement, pursuant to which Juneyao Group has authorized Juneyao Airlines to exercise the voting rights with respect to all A Shares held by Juneyao Group. On October 29, 2019, Shanghai Jidaohang (as defined below) and Juneyao Airlines entered into a contractual arrangement, pursuant to which Shanghai Jidaohang has authorized Juneyao Airlines to exercise the voting rights with respect to all A Shares held by Shanghai Jidaohang. On November 27, 2019, pursuant to an Asset Purchase Agreement dated as of November 11, 2019, Juneyao Group transferred 100% equity interests of Shanghai Jidaohang to Juneyao Airlines, and since then Shanghai Jidaohang has become a wholly owned subsidiary of Juneyao Airlines. The reporting persons named herein voluntarily disclose the following information with respect to their beneficial ownership of the A Shares:

Juneyao Airlines (i) beneficially owns 219,400,137 A Shares held by it, (ii) may be deemed to beneficially own 311,831,909 A Shares held by Juneyao Group, and (iii) may be deemed to beneficially own 589,041,096 A Shares held by Shanghai Jidaohang.

Juneyao Group (i) beneficially owns 311,831,909 A Shares held by it, (ii) may be deemed to beneficially own 219,400,137 A Shares held by Juneyao Airlines, and (iii) may be deemed to beneficially own 589,041,096 A Shares held by Shanghai Jidaohang Enterprise Management Company Limited (“Shanghai Jidaohang”), a wholly owned subsidiary of Juneyao Airlines.

Junjin Wang may be deemed to beneficially own (i) 219,400,137 A Shares held by Juneyao Airlines, (ii) 311,831,909 A Shares held by Juneyao Group, and (iii) 589,041, 096 A Shares held by Shanghai Jidaohang.

Han Wang may be deemed to beneficially own (i) 219,400,137 A Shares held by Juneyao Airlines, (ii) 311,831,909 A Shares held by Juneyao Group, and (iii) 589,041, 096 A Shares held by Shanghai Jidaohang.

Jinqi Ye may be deemed to beneficially own (i) 219,400,137 A Shares held by Juneyao Airlines, (ii) 311,831,909 A Shares held by Juneyao Group, and (iii) 589,041, 096 A Shares held by Shanghai Jidaohang.

The aggregate percentage of H Shares reported by each reporting person named herein is based upon 5,176,777,777 H Shares outstanding, as reported in the Issuer’s current report on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on August 30, 2019.

Juneyao Hong Kong beneficially owns 10% of the outstanding H Shares.

Juneyao Airlines (i) beneficially owns 0.23% of the outstanding H Shares, and (ii) may be deemed to beneficially own 10% of the outstanding H Shares.

Juneyao Group may be deemed to beneficially own 10.23% of the outstanding H Shares.

Junjin Wang may be deemed to beneficially own 10.23% of the outstanding H Shares.

Han Wang may be deemed to beneficially own 10.23% of the outstanding H Shares.

Jinqi Ye may be deemed to beneficially own 10.23% of the outstanding H Shares.

The reporting persons named herein voluntarily disclose the following information with respect to their beneficial ownership of the A Shares:

The aggregate percentage of A Shares reported by each reporting person named herein is based upon 9,808,485,682 A Shares outstanding immediately prior to the A Shares Issuance, as reported in the Issuer’s current report on Form 6-K filed with the SEC on August 30, 2019.

Juneyao Airlines (i) beneficially owns 1.96% of the outstanding A Shares, and (ii) may be deemed to beneficially own 8.04% of the outstanding A Shares,

Juneyao Group (i) beneficially owns 2.78% of the outstanding A Shares, and (ii) may be deemed to beneficially own 7.22% of the outstanding A Shares.

Junjin Wang may be deemed to beneficially own 10% of the outstanding A Shares.

Han Wang may be deemed to beneficially own 10% of the outstanding A Shares.

Jinqi Ye may be deemed to beneficially own 10% of the outstanding A Shares.

0

Each of Junjin Wang, Jinqi Ye, Han Wang, Juneyao Group and Juneyao Airlines may be deemed to have shared power to vote or direct the vote of 12,000,000 H Shares held by Juneyao Airlines.

Each of Junjin Wang, Jinqi Ye, Han Wang, Juneyao Group, Juneyao Airlines and Juneyao Hong Kong may be deemed to have shared power to vote or direct the vote of 517,677,777 H Shares held by Juneyao Hong Kong.

The reporting persons named herein voluntarily disclose the following information with respect to their beneficial ownership of the A Shares:

Each of Junjin Wang, Jinqi Ye, Han Wang, Juneyao Group and Juneyao Airlines may be deemed to have shared power to vote or direct the vote of 219,400,137 A Shares held by Juneyao Airlines.

Each of Junjin Wang, Jinqi Ye, Han Wang, Juneyao Group and Juneyao Airlines may be deemed to have shared power to vote or direct the vote of (i) 311,831,909 A Shares held by Juneyao Group, and (ii) 589,041,096 A Shares held by Shanghai Jidaohang.

0

Each of Junjin Wang, Jinqi Ye, Han Wang, Juneyao Group and Juneyao Airlines may be deemed to have shared power to dispose or direct the disposition of 12,000,000 H Shares held by Juneyao Airlines

Each of Junjin Wang, Jinqi Ye, Han Wang, Juneyao Group, Juneyao Airlines and Juneyao Hong Kong may be deemed to have shared power to dispose or direct the disposition of 517,677,777 H Shares held by Juneyao Hong Kong.

The reporting persons named herein voluntarily disclose the following information with respect to their beneficial ownership of the A Shares:

Each of Junjin Wang, Jinqi Ye, Han Wang, Juneyao Group and Juneyao Airlines may be deemed to have shared power to dispose or direct the disposition of 219,400,137 A Shares held by Juneyao Airlines.

Each of Junjin Wang, Jinqi Ye, Han Wang, and Juneyao Group may be deemed to have shared power to dispose or direct the disposition of (i) 311,831,909 A Shares held by Juneyao Group, and (ii) 589,041,096 A Shares held by Shanghai Jidaohang.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Each reporting person named herein hereby makes the following certification:

By signing below each reporting person named herein certifies that, to the best of such reporting person’s 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, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 5, 2019

/s/ Junjin Wang

/s/ Jinqi Ye

Exhibit A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Ordinary H Shares of China Eastern Airlines Corporation Limited dated as of December 5, 2019 is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: December 5, 2019

Page 14 of 14

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing		Date		Other Filings
Filed on:		12/5/19
		11/27/19
		11/11/19
		10/29/19
		8/30/19		6-K
				List all Filings

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Filing Submission 0001213900-19-025385   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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