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 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.

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.

Exhibit Index

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 June 26, 2018

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of SGOCO Group, Ltd. (the “Company”) will be held at Unit 1614, North Tower, Concordia Plaza No.1 Science Museum Road, Tsim Sha Tsuieast, Kowloon, Hong Kong on June 26, 2018 at 10:00 a.m., local time for the following purposes:

To consider and, if thought fit, pass the following resolutions:

The Board of Directors of the Company has fixed the close of business New York time on June 1, 2018 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 Unit 1614, North Tower, Concordia Plaza No.1 Science Museum Road, Tsim Sha Tsuieast, Kowloon, Hong Kong , telephone: (+852) 2386 3328, email: tonyzhong@sgoco.com.

SGOCO GROUP, LTD.

Date: June 9, 2018

Shi-bin Xie

President and Chief Executive Officer

SGOCO GROUP, LTD.

(Incorporated in the Cayman Islands with limited liability)

Form of Proxy for Annual General Meeting to Be Held on June 26, 2018

(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$0.004 per share (“Ordinary Shares”), of the Company to be exercised at the Annual General Meeting of the Company (the “AGM”) to be held at Unit 1614, North Tower, Concordia Plaza No.1 Science Museum Road, Tsim Sha Tsuieast, Kowloon, Hong Kong on June 26, 2018 at 10:00 a.m. (local 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 June 1, 2018 (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 Unit 1614, North Tower, Concordia Plaza No.1 Science Museum Road, Tsim Sha Tsuieast, Kowloon, Hong Kong, or (ii) by attending and voting in person at the AGM.

Exhibit 99.2