Statement of Beneficial Ownership (sc 13d)
February 17 2017 - 3:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of
1934
SGOCO Group, Ltd.
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(Name of Issuer)
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Ordinary Shares, par value $0.004 per share
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(Title of Class of Securities)
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G80751129
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(CUSIP Number)
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Richly Conqueror Limited
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Flat C, 37/F, Tower 9
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Le Point, Metro Town, 8 King Ling Road
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Tsueng Kwan O
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Hong Kong
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With a copy to:
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Jeffrey Li, Esq.
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Peter Cancelmo, Esq.
Garvey Schubert Barer
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2nd Floor, 1000 Potomac Street, NW
Washington, DC 20007
Telephone: 1(202) 298-1735
Facsimile: 1(202) 965-1729
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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March 9, 2016
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(Date of Event which Requires Filing of this Statement)
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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
¨
.
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).
SCHEDULE 13D
CUSIP No. G80751129
1
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NAME
OF REPORTING PERSONS
Richly
Conqueror Limited
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
¨
(
b)
¨
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS
00
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5
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
¨
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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7
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SOLE VOTING POWER
1,162,305 shares
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8
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SHARED VOTING POWER
0 shares
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9
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SOLE DISPOSITIVE POWER
1,162,305 shares
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10
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SHARED DISPOSITIVE POWER
0 shares
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,162,305 shares
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.1%
1
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14
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TYPE OF REPORTING PERSON
CO
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1
Based on 9,577,928 shares
of Ordinary Shares issued and outstanding as of January 31, 2017.
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Item 1.
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Security and Issuer:
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This Schedule 13D relates to the Ordinary
Shares, $0.004 par value, of SGOCO Group, Ltd. (the “Issuer”). The address of the principal executive offices of the
Issuer is Room 1301, 13/F, Golden Centre, 188 Des Voeux Road Central, Hong Kong.
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Item 2.
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Identity and Background:
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This Schedule 13D is being filed
by and for Richly Conqueror Limited (the “Reporting Person”). Certain information with respect to the Reporting Person
is set forth below:
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(a)
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Name: Richly Conqueror Limited
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(b)
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Address of Principal Office
:
Flat C, 37/F, Tower 9, Le Point, Metro Town, 8 King Ling Road, Tsueng Kwan O, Hong Kong
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(c)
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Principal Business: Holding company.
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(e)
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Civil Proceedings: None
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(f)
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Place of Organization: British Virgin Islands
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Item 3.
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Source and Amount of Funds or Other Consideration:
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On December 28, 2015, SGOCO International
(HK) Limited (“SGOCO International”), a wholly owned subsidiary of the Issuer, entered into a Share Sale and Purchase
Agreement for the sale and purchase of the entire issued share capital of Boca International Limited (“Boca”) with
the Reporting Person (the “Agreement”). Pursuant to the Agreement, SGOCO International acquired 100% of the issued
and outstanding share capital of Boca, a private holding company incorporated in Hong Kong, from the Reporting Person, its sole
legal and beneficial owner, for consideration in the amount of $52 million cash, plus up to 19.9% of newly issued ordinary shares
(the “Shares”) of the Issuer. In March 2016, the Agreement was consummated and SGOCO International paid $52 million
cash plus 1,162,305 post-split shares of the Shares to the Reporting Person, and received 100% of the shares and ownership of Boca.
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Item 4.
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Purpose of Transaction:
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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.
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Item 5.
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Interest in Securities of the Issuer:
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The percentages of the class of securities
set forth below are based on 9,577,928 shares of the Issuer’s Ordinary Shares outstanding as of January 31, 2017.
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(a)
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The aggregate number of the class of securities beneficially owned by the Reporting Person is 1,162,305 and the percentage of the class of securities beneficially owned by the Reporting Person is 12.1%.
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(b)
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The number of shares as to which the Reporting Person has:
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(i) Sole power to vote or to direct
the vote: 1,162,305 shares
(ii) Shared power to vote or to
direct the vote: 0 shares
(iii) Sole power to dispose or
to direct the disposition of: 1,162,305 shares
(iv) Shared power to dispose or
to direct the disposition of: 0 shares
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(c)
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Other than as described herein, the Reporting Person has not engaged in any transaction involving the Issuer’s Ordinary Shares.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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None.
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Item 7.
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Material to be Filed as Exhibits.
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None.
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 9, 2017
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By:
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/s/ Chan, Kam Biu Richard
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Signature
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Director
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Name/Title
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Attention: Intentional misstatements
or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001).
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