UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13a-16 or 15d-16 under
the
Securities Exchange Act of 1934
For the month of November, 2015
Commission File Number: 1-35016
SGOCO Group, Ltd.
12/F,
Tower Bldg #3
China
Academy of Science & Technology Development
Gaoxin
South Ave.1
Nanshan
District
ShenZhen,
China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will
file annual reports under cover of Form 20-F or Form 40-F: Form 20-F x
Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form
6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
This report is hereby incorporated by reference to the Registration
Statement on Form F-3 (File No. 333-176437) of the Company.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
SGOCO Group, Ltd. |
|
|
Date: November 20, 2015 |
By: |
/s/ Shi-bin Xie |
|
|
Shi-bin Xie |
|
President and Chief Executive Officer |
Exhibit Index
Exhibit Number |
Description |
|
|
99.1 |
Notice of SGOCO Group’s 2015 Annual General Meeting of Shareholders |
99.2 |
Proxy Card |
Exhibit 99.1
SGOCO GROUP, LTD.
(Incorporated in the Cayman Islands with
limited liability)
(NASDAQ Ticker: SGOC)
NOTICE OF ANNUAL GENERAL MEETING
to Be Held on December 21, 2015
NOTICE IS HEREBY GIVEN that an Annual General
Meeting (“AGM”) of SGOCO Group, Ltd. (the “Company”) will be held at 12/F, Tower Bldg #3,
China Academy of Science & Technology Development, Gaoxin South Ave.1, NanShan District, ShenZhen, China on December 21, 2015
at 10:00 a.m., local time for the following purposes:
1. |
To approve and adopt the financial statements of the Company for the year ended December 31, 2014. |
2. |
To ratify and approve the appointment of Crowe Horwath (HK) CPA Limited (“Crowe Horwath”) as auditor of the Company and to authorize the directors to fix the remuneration of the auditors. |
3. |
To elect the following persons as Directors pursuant to the Company’s Articles of Association: |
|
a. |
Tin Man Or |
|
b. |
Frank Wu |
|
c. |
John Chen |
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d. |
Wai Man (Helen) Hsu |
|
e. |
Pruby He |
4. |
To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. |
The Board of Directors
of the Company has fixed the close of business New York time on November 16, 2015 as the record date (the “Record Date”)
for determining the shareholders entitled to receive notice of and to vote at the AGM or any adjourned or postponed meeting thereof.
Please refer to the
proxy form, which is attached to and made a part of this notice. Holders of record of the Company’s ordinary shares at the
close of business on the Record Date are entitled to vote at the AGM and any adjourned or postponed meeting thereof.
Holders of record
of the Company’s ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important.
If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly
as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at
such meeting.
Shareholders may obtain
a copy of the Company’s annual report, free of charge, from the Company’s website at www.sgocogroup.com, or by contacting
Tony Zhong at 12/F, Tower Bldg #3, China Academy of Science & Technology Development, Gaoxin South Ave.1, NanShan District,
ShenZhen, China, telephone: (+86) 0755-26978199 ext: 7500, email: ir@sgoco.com.
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By Order of the Board of Director |
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Tin Man Or |
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Chairman |
ShenZhen, China, November 20, 2015
SGOCO GROUP, LTD.
(Incorporated in the Cayman Islands with
limited liability)
Form of Proxy for Annual General Meeting
to Be Held on December 21, 2015
(or any adjourned or postponed meeting thereof)
Introduction
This Form of Proxy
is furnished in connection with the solicitation by the Board of Directors of SGOCO Group, Ltd., a Cayman Islands exempted company
(the “Company”), of proxies from the holders of the issued and outstanding ordinary shares, par value US$0.001
per share (“Ordinary Shares”), of the Company to be exercised at the Annual General Meeting of the Company (the
“AGM”) to be held at 12/F, Tower Bldg #3, China Academy of Science & Technology Development, Gaoxin South Ave.1,
NanShan District, ShenZhen, China on December 21, 2015 at 10:00 a.m. (China time), and at any adjourned or postponed meeting thereof,
for the purposes set forth in the accompanying Notice of Annual General Meeting (the “AGM Notice”). Only the shareholders
of the Company of record at the close of business New York time on November 16, 2015 (the “Record Date”) are entitled
to notice of and are entitled to attend and vote at the AGM. In respect of the matters requiring shareholders’ vote at the
AGM, each Ordinary Share is entitled to one vote. At the AGM, two or more shareholders entitled to vote and present in person or
by proxy or (in the case of a shareholder being a corporation,) by its duly authorized representative representing not less than
one-third of the total issued voting shares of the Company throughout the AGM shall form a quorum for all purposes.
The Ordinary Shares
represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction
is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having
such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled
to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come
before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The
Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes
before the AGM, or any adjourned or postponed meeting thereof, which may properly be acted upon, unless otherwise indicated the
proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any
person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed
revocation at its registered office at Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands, with
a copy delivered to its office at 12/F, Tower Bldg #3, China Academy of Science & Technology Development, Gaoxin South Ave.1,
NanShan District, ShenZhen, China, or (ii) by attending and voting in person at the AGM.
Exhibit 99.2
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