Report of Foreign Issuer (6-k)
June 14 2018 - 6:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
____________
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant
to Rule 13
a
-16 or 15
d
-16 under
the
Securities Exchange Act of 1934
For the month of June, 2018
Commission File Number: 1-35016
SGOCO Group, Ltd.
UNIT
1614, NORTH TOWER,
CONCORDIA
PLAZA
NO
1 SCIENCE MUSEUM ROAD
TSIM
SHA TSUI EAST, KOWLOON
HONG
KONG
(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.
INFORMATION CONTAINED IN THIS FORM 6-K
REPORT
On June 8, 2018, Shi-bin Xie resigned as
the President and Chief Executive Officer of SGOCO Group, Ltd. (the “Company”). Mr. Xie’s departure is not due
to a dispute or disagreement with the Company.
On June 8, 2018, Raleigh Siu Lau was appointed
as the Company’s President and Chief Executive Officer by the Board of Directors.
Mr.
Lau, age 66, is a banker who has served for almost 40 years as the senior manager of Chong Hing Bank (formerly known as Liu Chong
Hing Bank), and as the personal assistant to Mr. Liu Lit-man GBS JP, the managing director Chong Hing Bank. Mr. Lau has played
a critical role reforming the bank's cyber security systems, information and financial technology, risk management systems, sustainable
development and business operation models. Over the course of his career, Mr. Lau has originated bank loans in excess of HK$10
billion. Mr. Lau graduated from the State University of New York in 1975 with Bachelor of Science in Business Administration.
There are no arrangements or understandings
between Mr. Lau and any other persons pursuant to which he was appointed as the Company’s President and Chief Executive Officer.
There is no family relationship between Mr. Lau and any director, executive officer, or person nominated or chosen by the Company
to become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. Lau that would
require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
In connection with Mr. Lau’s appointment
as the Company’s President and Chief Executive Officer, the Compensation Committee granted Mr. Lau 1,000,000 restricted ordinary
shares. One-third of the shares shall vest on June 8, 2019, one-third of the shares shall vest of June 8, 2020 and the remaining
one-third of the shares shall vest on June 8, 2021, if Mr. Lau remains employed by the Company on each such vesting date.
In addition, on June 8, 2018, Tommy Wing
Ling Lui was appointed as the Company’s Chief Technology Officer by the Board of Directors. Mr.Lui is the founder of Webnix
Technology Limited, a web-hosting company, and 133 Limited, a software company. Mr. Lui specializes in developing block chain and
distributed ledger technology for the insurance sector, in order to assist insurers with claims and insurance policy management,
fraud detection, KYC and client identification. Mr. Lui graduated from The University of Science and Technology in 1998 with a
Bachelor of Engineer in Computer Science.
There are no arrangements or understandings
between Mr. Lui and any other persons pursuant to which he was appointed as the Company’s Chief Technology Officer. There
is no family relationship between Mr. Lui and any director, executive officer, or person nominated or chosen by the Company to
become a director or executive officer of the Company. The Company has not entered into any transactions with Mr. Lui that would
require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
In connection with Mr. Lui’s appointment
as the Company’s Chief Technology Officer, the Compensation Committee granted Mr. Lui 500,000 restricted ordinary shares.
One-third of the shares shall vest on June 8, 2019, one-third of the shares shall vest of June 8, 2020 and the remaining one-third
of the shares shall vest on June 8, 2021, if Mr. Lui remains employed by the Company on each such vesting date.
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.
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SGOCO
Group, Ltd.
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Date: June 14, 2018
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By:
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/s/ Raleigh Siu Lau
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Raleigh Siu Lau
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President and Chief Executive Officer
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