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 October, 2019

 

Commission File Number: 1-35016

 

SGOCO Group, Ltd.

 

21/F, 8 Fui Yiu Kok Street,

Tsuen Wan, New Territories,

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.

 

  SGOCO Group, Ltd.
   
Date:  October 25, 2019 By: /s/ Raleigh Siu Lau
  Raleigh Siu Lau
  President and Chief Executive Officer

 

 

 

 

Exhibit Index

 

Exhibit Number     Description

 

   
99.1 Notice of SGOCO Group’s 2019 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 November 19, 2019

 

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of SGOCO Group, Ltd. (the “Company”) will be held at 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong on November 19, 2019 at 10:00 a.m., local time for the following purposes:

 

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

 

1.RESOLVED as an ordinary resolution: to ratify and approve the appointment of Centurion ZD CPA Limited as auditor of the Company for the fiscal year ending December 31, 2019, and to authorize the board of directors of the Company to fix the remuneration of the auditor.

 

2.RESOLVED as an ordinary resolution: to elect the following persons as Directors of the Company, pursuant to the Company’s Articles of Association:

 

a.Mark LAU

b.Pui Kiu LAU

c.Wood Shing Kei SZE

d.Wang Tai Dominic LI

e.Hok Fung WAI

 

3.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 October 18, 2019 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 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong, telephone: (+852) 2153 3957, email: tonyzhong@sgoco.com.

 

SGOCO GROUP, LTD.

 

Date: October 17, 2019

 

   

Raleigh Siu LAU

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 November 19, 2019

(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 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong on November 19, 2019 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 October 18, 2019 (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 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong , or (ii) by attending and voting in person at the AGM.

 

 

 

Exhibit 99.2

 

 

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000430982_1 R1.0.1.18 21/F, 8 Fui Yiu Kok Street Tsuen Wan, New Territories Hong Kong VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 11/18/2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 11/18/2019. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following: 1. RESOLVED as an ordinary resolution: to elect the following persons as Directors of the Company, pursuant to the Company's Articles of Association: Nominees For Against Abstain a. Mark LAU b. Pui Kiu LAU c. Wood Shing Kei SZE d. Wang Tai Dominic LI e. Hok Fung WAI The Board of Directors recommends you vote FOR proposals 2. and 3.. For Against Abstain 2. RESOLVED as an ordinary resolution: to ratify and approve the appointment of Centurion ZD CPA Limited as auditor of the Company for the fiscal year ending December 31, 2019, and to authorize the board of directors of the Company to fix the remuneration of the auditor. For Against Abstain 3. To transact such other business as may properly come before the meeting or any adjournment or adjournments thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

 

 

0000430982_2 R1.0.1.18 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement is/are available at www.proxyvote.com SGOCO GROUP, LTD. (Incorporated in the Cayman Islands with limited liability) NOTICE OF ANNUAL GENERAL MEETING to Be Held on November 19, 2019 I/We of ______________, being the registered holder of ____________ ordinary share(s), par value US$0.004 per share (“Ordinary Shares”), of SGOCO Group, Ltd. (the “Company”), hereby appoint the Chairman of the Annual General Meeting or_________________ of____________________as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned or postponed meeting thereof) of the Company to be held at 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong on November 19, 2019 at 10:00 a.m., and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit. 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. Continued and to be signed on reverse side