Form 6-K SGOCO Group, Ltd. For: Nov 20

 

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
	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: [email protected].

 

	By Order of the Board of Director
	Tin Man Or
	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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