0001144204-12-005905.txt : 20120206 0001144204-12-005905.hdr.sgml : 20120206 20120206071135 ACCESSION NUMBER: 0001144204-12-005905 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120206 DATE AS OF CHANGE: 20120206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Or Ming Suen Jorine CENTRAL INDEX KEY: 0001538168 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: FLAT D, 23/F BLK 5 PROVIDENT CENTRE CITY: NORTH POINT STATE: K3 ZIP: 0 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SGOCO Group, Ltd. CENTRAL INDEX KEY: 0001412095 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-83889 FILM NUMBER: 12571971 BUSINESS ADDRESS: STREET 1: SGOCO TECHNOLOGY PARK, LUOSHAN STREET 2: JINJIANG CITY, CITY: FUJIAN, STATE: F4 ZIP: 362200 BUSINESS PHONE: 86 (595) 8200-5598 MAIL ADDRESS: STREET 1: SGOCO TECHNOLOGY PARK, LUOSHAN STREET 2: JINJIANG CITY, CITY: FUJIAN, STATE: F4 ZIP: 362200 FORMER COMPANY: FORMER CONFORMED NAME: SGOCO Technology, Ltd. DATE OF NAME CHANGE: 20100527 FORMER COMPANY: FORMER CONFORMED NAME: Hambrecht Asia Acquisition Corp. DATE OF NAME CHANGE: 20070911 SC 13D 1 v301325_sc13d.htm FORM SC 13D

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 

SGOCO Group, Ltd. 
(Name of Issuer)
 
Ordinary Shares, par value $0.001 per share
(Title of Class of Securities)
406548107
 
(CUSIP Number)
 
Ming Suen Jorine Or
Flat D, 23/F, Blk 5
Provident Centre
North Point, Hong Kong
 
With a copy to:
Lloyd H. Spencer, Esq.
Nixon Peabody, LLP
401 9th Street NW, Suite 900
Washington, DC 20004
(202) 585-8000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
October 28, 2011
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

 

*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 on 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. 406548107   Page 2 of 5

 

SCHEDULE 13D

 

CUSIP No. 406548107  

1

NAME OF REPORTING PERSONS

Ming Suen Jorine Or

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)                                                                                                                o
(b)                                                                                                                o

3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)                                                          o
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7 SOLE VOTING POWER
1,000,000 Shares
8 SHARED VOTING POWER
0 Shares
9 SOLE DISPOSITIVE POWER
1,000,000 Shares
10

SHARED DISPOSITIVE POWER
0 Shares 

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,000,000 Shares

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
14

TYPE OF REPORTING PERSON

IN

  

 
 
Page 3 of 5

 

Item 1.Security and Issuer:

 

This statement relates to the Ordinary Shares, $0.001 par value, of SGOCO Group, Ltd. (the “Issuer”). The address of the principal executive offices of the Issuer is 14/F, Building #4, Beijing International Center, No. 38 East 3rd Ring Road North, Chaoyang District, Beijing, Fujian, China 10006.

 

Item 2.Identity and Background:

 

(a)Name: Ming Suen Jorine Or

 

(b)Residence Address: Flat D, 23/F, Blk 5, Provident Centre, North Point, Hong Kong

 

(c)Principal Occupation: None

 

Name, principal business and address of any corporation or organization in which employment is conducted: N/A

 

(d)Convictions: None

 

(e)Civil Proceedings: None

 

(f)Citizenship: Hong Kong

 

Item 3.Source and Amount of Funds or Other Consideration:

 

On October 28, 2011, Sun Zone gifted 1,000,000 ordinary shares to Ming Suen Jorine Or.

 

Item 4.Purpose of Transaction:

 

The Reporting Person acquired the securities to which this statement relates for investment purposes and does not have a present intent to acquire or influence control over the business of the Issuer. The Reporting Person may, from time to time, dispose of some or all of such securities, acquire additional securities of the Issuer, or continue to hold such securities, depending on business and market conditions, the Reporting Person’s continuing evaluation of the business and prospects of the Issuer and other factors. The Reporting Person does not have any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

 

Item 5.Interest in Securities of the Issuer:

 

The percentages of the class of securities set forth below are based on 17,258,356 shares of the Issuer’s Common Stock outstanding at September 30, 2011, as reported on the Issuer’s Report on Form 6-K as filed with the Securities and Exchange Commission on November 15, 2011.

 

(a)The aggregate number of the class of securities beneficially owned by the Reporting Person is 1,000,000 and the percentage of the class of securities beneficially owned by the Reporting Person is 5.8%.

 

(b)The number of shares as to which the Reporting Person has:

 

(i) Sole power to vote or to direct the vote: 1,000,000 Shares

 

 
 

 

Page 4 of 5

 

(ii) Shared power to vote or to direct the vote: 0 Shares

 

(iii) Sole power to dispose or to direct the disposition of: 1,000,000 Shares

 

(iv) Shared power to dispose or to direct the disposition of: 0 Shares

 

(c)Other than as described herein, no transactions have been effected during the past 60 days.

 

(d)No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the securities to which this statement relates.

 

(g)Not applicable

 

Item 6.Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

 

None

 

Item 7.Material to be Filed as Exhibits.

 

None

 

 
 

 

Page 5 of 5

 

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.

 

Dated: February 6, 2012

 

By: /s/ Ming Suen Jorine Or  
  Ming Suen Jorine Or  

 

Attention: Intentional misstatements or omissions of fact

constitute Federal criminal violations (See 18 U.S.C. 1001).