0001213900-16-010890.txt : 20160212 0001213900-16-010890.hdr.sgml : 20160212 20160212164042 ACCESSION NUMBER: 0001213900-16-010890 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160212 DATE AS OF CHANGE: 20160212 GROUP MEMBERS: BLUESKY LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: E-Compass Acquisition Corp. CENTRAL INDEX KEY: 0001625042 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89013 FILM NUMBER: 161420034 BUSINESS ADDRESS: STREET 1: 6F/ TOWER, 2 WEST PROSPER CENTER STREET 2: NO. 5 GUANGHUA RD., CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100020 BUSINESS PHONE: 86 (10) 85731453 MAIL ADDRESS: STREET 1: 6F/ TOWER, 2 WEST PROSPER CENTER STREET 2: NO. 5 GUANGHUA RD., CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100020 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Hao Jianming CENTRAL INDEX KEY: 0001492284 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: UNIT 106, TERN CENTRE, TOWER II, STREET 2: 251 QUEEN'S ROAD, CENTRAL CITY: HONG KONG STATE: F4 ZIP: 00000 SC 13G 1 f13g0216jianming_ecompass.htm SCHEDULE 13G

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(b)

 

(Amendment No. _________)*

 

E-COMPASS ACQUISITION CORP.

(Name of Issuer)

 

Ordinary Shares, $0.0001 par value

(Title of Class of Securities)

 

G2920Y 101

(CUSIP Number)

 

December 28, 2015

(Date of Event Which Requires Filing of this Statement)

 

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

 

  Rule 13d-1(b)
  Rule 13d-1(c)
  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 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 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. G2920Y 101

 13G

 Page 2 of 7 Pages

 

1

NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 
 
     
  Jianming Hao  

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐
  (b) ☐
     

3

SEC USE ONLY    
     
     

4

CITIZENSHIP OR PLACE OF ORGANIZATION 
 
     
  China  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

466,667 Shares

6

SHARED VOTING POWER

 

0 Shares

7

SOLE DISPOSITIVE POWER

 

466,667 Shares

8

SHARED DISPOSITIVE POWER

 

0 Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  466,667 Shares

10

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
   
   

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  8.8%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  IN

  

 

 

 CUSIP No. G2920Y 101

 13G

 Page 3 of 7 Pages

 

1

NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) 
 
     
  Bluesky LLC  

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐
  (b) ☐
     

3

SEC USE ONLY    
     
     

4

CITIZENSHIP OR PLACE OF ORGANIZATION 
 
     
  Delaware  

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

5

SOLE VOTING POWER

 

466,667 Shares

6

SHARED VOTING POWER

 

0 Shares

7

SOLE DISPOSITIVE POWER

 

466,667 Shares

8

SHARED DISPOSITIVE POWER

 

0 Shares

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  466,667 Shares

10

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)     ☐
   
   

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
   
  8.8%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
   
  OO

  

 

 

 CUSIP No. G2920Y 101

 13G

 Page 4 of 7 Pages

 

Item 1(a). Name of Issuer:

 

E-Compass Acquisition Corp.

 

Item 1(b.) Address of Issuer’s Principal Executive Offices:

 

6F/Tower, 2 West Prosper Centre, No. 5, Guanghua Road, Chaoyang District, Beijing, 100020, P.R. China.

 

Item 2(a). Name of Persons Filing:

 

Jianming Hao and Bluesky LLC

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

 

The business address of each of Mr. Hao and Bluesky LLC is 7 Times Square, 37th Floor, New York, New York 10036.

 

Item 2(c). Citizenship:

 

Mr. Hao is a citizen of China. Bluesky LLC is a Delaware limited liability company.

 

Item 2(d). Title of Class of Securities:

 

Ordinary Shares, par value $.0001 per share.

 

Item 2(e). CUSIP Number:

 

G2920Y 101

 

Item 3. If This Statement is Filed Pursuant to Rules 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a) Broker or dealer registered under Section 15 of the Exchange Act;
(b) Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act;
(d) Investment company registered under Section 8 of the Investment Company Act;
(e) An investment adviser in accordance with Rule 13d-1(b)(ii)(E);
(f) An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g) A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G)
(h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
(i) A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
(j) Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

 

 

 

 CUSIP No. G2920Y 101

 13G

 Page 5 of 7 Pages

 

Item 4. Ownership

 

The percentages used herein are calculated based upon the 5,310,000 Shares outstanding as stated in the Company’s quarterly report on form 10-Q filed on November 5, 2015.

 

  (a) Amount beneficially owned:

 

Bluesky LLC beneficially owns 466,667 ordinary shares. Mr. Hao is the sole officer and director of Bluesky LLC, and as such, controls the voting and disposition of such shares. Accordingly, Mr. Hao is deemed to have beneficial ownership of shares held by Bluesky LLC.

 

  (b) Percent of Class:

 

8.8%

 

(c)       Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

466,667 ordinary shares

 

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

0 ordinary shares

 

  (iii) Sole power to dispose or to direct the disposition of:

466,667 ordinary shares

 

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

0 ordinary shares

 

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: ☐

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

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.

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certifications.

 

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, other than activities solely in connection with a nomination under § 240.14a-11. 

 

 

 

 CUSIP No. G2920Y 101

 13G

 Page 6 of 7 Pages

 

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 12, 2016

 

  /s/ Jianming Hao
  Jianming Hao
   
  BLUESKY LLC
   
  /s/ Jianming Hao
  Name:  Jianming Hao
  Title:    Manager

 

 

 

 CUSIP No. G2920Y 101

 13G

 Page 7 of 7 Pages

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that this Schedule 13G (as so amended, the “Schedule 13G”) with respect to the ordinary shares of E-Compass Acquisition Corp. is, and any additional amendment thereto signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is inaccurate.

 

Dated February 12, 2016

 

  /s/ Jianming Hao
  Jianming Hao
   
  BLUESKY LLC
   
  /s/ Jianming Hao
  Name:  Jianming Hao
  Title:    Manager