Grundläggande statistik
| LEI | 529900V9GM18A5WVNQ34 |
| CIK | 1412095 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to SGOCO Group Ltd
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| August 28, 2025 |
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 August 2025 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check m |
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| August 21, 2025 |
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 August 2025 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check m |
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| August 21, 2025 |
Exhibit 99.1 DATED THE 15TH DAY OF August, 2025 Digital Insura, Inc. as VENDOR and Giant Connection Limited as PURCHASER SALE AND PURCHASE AGREEMENT Loeb & Loeb LLP 2206-19, Jardine House 1 Connaught Pl, Central Hong Kong TABLE OF CONTENTS Clause Page 1 Definitions and Interpretation 3 2 Sale and Purchase of the Sale Shares 6 3 Consideration 6 4 Put Option 6 5 Conditions Precedent 6 6 Completion 8 |
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| July 25, 2025 |
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 July 2025 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mar |
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| July 25, 2025 |
ROOPS, Inc. (NASDAQ: TROO) Intends to Bolster Shareholder Value with Strategic Stock Repurchase Exhibit 99.2 TROOPS, Inc. (NASDAQ: TROO) Intends to Bolster Shareholder Value with Strategic Stock Repurchase HONG KONG, July 25, 2025 /PRNewswire/ - TROOPS, Inc. (NASDAQ: TROO) (“TROOPS” or the “Company”) today announced that the Company has initiated its stock repurchasing plan by entering into a stock repurchase agreement (the “Stock Repurchase Agreement”) with an existing shareholder (the “Sha |
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| July 25, 2025 |
Exhibit 99.1 STOCK REPURCHASE AGREEMENT This Stock Repurchase Agreement (the "Agreement") is entered into as of July 22, 2025, by and between TROOPS, Inc., a Cayman Islands corporation listed on the NASDAQ Stock Market, with its principal office at Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (the "Company"), and WANG & LEE HOLDINGS, INC., a corporation with an address |
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| July 2, 2025 |
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 July 2025 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mar |
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| July 2, 2025 |
Exhibit 99.1 TROOPS, Inc. (Nasdaq: TROO) Announces Update on Hong Kong High Court Judgment and Explores Strategic Legal Options to Safeguard Shareholder Interests HONG KONG, July 2, 2025 /PRNewswire/ - TROOPS, Inc. (Nasdaq: TROO) (the “Company” or “TROOPS”) today announced that the Company has received a judgement (the “Judgement”) issued by the High Court of Hong Kong Special Administrative Regio |
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| May 30, 2025 |
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 May 2025 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark |
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| May 30, 2025 |
Exhibit 99.1 Stock PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of May 28, 2025, between TROOPS, Inc., a Cayman Islands company (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) o |
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| May 6, 2025 |
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 May 2025 Commission File Number: 001-35016 TROOPS, Inc. (Registrant’s Name) Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of Principal Executive Offices) In |
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| April 30, 2025 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TROOPS, Inc. (the “Company”) on Form 20-F for the year ended December 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Damian Thurnheer, President and Chief Executive Off |
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| April 30, 2025 |
Exhibit 12.1 Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Damian Thurnheer, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of TROOPS, Inc.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact nec |
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| April 30, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| April 30, 2025 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement on Form S-8 (No. 333-214142) and Amendment No. 1 to Form F-3 (No. 333-273175) of our reports dated April 30, 2025, relating to the consolidated financial statements of TROOPS, Inc. and the effectiveness of TROOPS, Inc.’s internal control over financial report |
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| April 30, 2025 |
Exhibit 12.2 Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 I, Chung Hang Lui, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of TROOPS, Inc..; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make |
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| January 6, 2025 |
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 January 2025 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check |
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| December 6, 2024 |
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 December 2024 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check |
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| November 15, 2024 |
TROOPS, Inc. Announces 2024 Unaudited Interim Financial Results Exhibit 99.1 TROOPS, Inc. Announces 2024 Unaudited Interim Financial Results TROOPS, Inc. (Nasdaq: TROO) ("TROOPS" or the "Company"), a conglomerate group of various businesses with its headquarters based in Hong Kong. The group is principally engaged in (a) money lending business in Hong Kong providing mortgage loans to high quality target borrowers, (b) property investment to generate additional |
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| November 15, 2024 |
Exhibit 99.2 TROOPS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2024, AND DECEMBER 31, 2023 (In thousands of U.S. dollars except share and per share data) As of June 30, 2024 December 31, 2023 (Unaudited) ASSETS CURRENT ASSETS Cash $ 1,504 $ 3,113 Accounts receivable, net 648 2 Loans receivable, net of provision for loan losses of $1,537 and $1,532, respectively 10, |
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| November 15, 2024 |
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 2024 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check |
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| October 22, 2024 |
Exhibit 99.1 TROOPS, INC. 盟軍集團 (Formerly known as SGOCO Group, Ltd., the “Company”) (Incorporated in the Cayman Islands with limited liability) (NASDAQ Ticker: TROO) NOTICE OF ANNUAL GENERAL MEETING to Be Held on December 4, 2024 NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of TROOPS, Inc. 盟軍集團 (the “Company”) will be held at Unit B, 11/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Terr |
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| October 22, 2024 |
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 2024 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check |
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| October 22, 2024 |
Exhibit 99.2 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V58862-P20806 ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! TROOPS, INC. UNIT A, 18/F, 8 FUI YIU KOK STREET TSUEN WAN, NEW TERRITORIES HONG KON |
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| September 26, 2024 |
Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To: The Board of Directors and Shareholders of RICHES HOLDINGS LIMITED Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of RICHES HOLDINGS LIMITED and its subsidiaries (collectively the “Group”) as of December 31, 2023 and 2022, and the related consolidated statements |
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| September 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K/A (Amendment No. 1) REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 For the month of September 2024 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive offi |
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| September 26, 2024 |
Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On May 9, 2024, TROOPS, Inc. (the “Company”, the “Registrant”, the “Purchaser”), entered into a Sale and Purchase Agreement with LIANTENG Limited (“LIANTENG”, the “Vendor”) for the purchase and sale of Riches Holdings Limited (“RHL”, the “Target Company”) (the “Agreement”). Pursuant to the Agreement, the Company acquired all |
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| August 23, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference of our report dated May 10, 2022, relating to the consolidated financial statements of TROOPS, Inc. (previously referred as “SGOCO Group, Ltd.”) and its subsidiaries (collectively referred to as the “Group”), as of December 31, 2021 and 2020, and for each of the two years ended |
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| August 23, 2024 |
Exhibit15.1 AUDIT ALLIANCE LLP® A Top 18 Audit Firm 10 Anson Road, #20-16 International Plaza, Singapore 079903. UEN: T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428 Website: www.allianceaudit.com CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (No. 333-214142) and Amendment No. 1 to Form F-3 (No. 33 |
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| August 23, 2024 |
Exhibit 97.1 Clawback Policy Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the reco |
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| August 23, 2024 |
Exhibit 12.2 CERTIFICATION I, Chung Hang Lui, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Amendment No. 1 to Form 20-F of TROOPS, Inc..; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem |
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| August 23, 2024 |
Exhibit 12.1 CERTIFICATION I, Damian Thurnheer, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Amendment No. 1 to Form 20-F of TROOPS, Inc.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under wh |
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| August 23, 2024 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TROOPS,Inc. (the “Company”) on Amendment No .1 to Form 20-F for the year ended December 31, 2023, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Damian Thurnheer, President and |
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| August 23, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTIO |
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| August 23, 2024 |
August 23, 2024 Via Edgar Transmission Ms. Yolanda Guobadia Securities and Exchange Commission Division of Corporation Finance Office of Finance Washington, D.C. 20549 Re: Troops., Inc. (the “Company”) Form 20-F for the Fiscal Year ended December 31, 2023 Filed April 19, 2024 File No. 001-35016 Dear Ms. Guobadia: As counsel for the Company and on its behalf, this letter is being submitted in respo |
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| June 25, 2024 |
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 2024 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mar |
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| June 17, 2024 |
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 2024 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mar |
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| May 10, 2024 |
TROOPS, INC. CONVERTIBLE PROMISSORY NOTE Exhibit 99.2 NEITHER THIS SECURITY NOR THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE OR UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SECURITIES ARE RESTRICTED AND MAY NOT BE OFFERED, RESOLD, PLEDGED OR TRANSFERRED EXCEPT AS PERMITTED UNDER THE ACT PURSUANT TO REGISTRATION |
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| May 10, 2024 |
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 May 2024 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark |
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| May 10, 2024 |
DATED THE 9TH DAY OF MAY, 2024 LIANTENG LIMITED as VENDOR TROOPS, INC. as PURCHASER Exhibit 99.1 DATED THE 9TH DAY OF MAY, 2024 LIANTENG LIMITED as VENDOR and TROOPS, INC. as PURCHASER SALE AND PURCHASE AGREEMENT Loeb & Loeb LLP 2206-19, Jardine House 1 Connaught Pl, Central Hong Kong TABLE OF CONTENTS Clause Page 1 Definitions and Interpretation 3 2 Sale and Purchase of the Sale Shares 6 3 Consideration 6 4 Conditions Precedent 6 5 Completion 8 6 Additional Agreements 8 7 Repres |
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| April 29, 2024 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 AUDIT ALLIANCE LLP® A Top 18 Audit Firm 10 Anson Road, #20-16 International Plaza, Singapore 079903. UEN: T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statements on Form S-8 (No. 333-214142) and Amendment No. 1 to Form F-3 (No. 333-273175) of our reports dated |
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| April 29, 2024 |
Exhibit 12.2 CERTIFICATION I, Chung Hang Lui, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of TROOPS, Inc..; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not |
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| April 29, 2024 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TROOPS,Inc. (the "Company") on Form 20-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Raleigh Siu Lau, President and Chief Executive Offi |
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| April 29, 2024 |
Exhibit 12.1 CERTIFICATION I, Raleigh Siu Lau, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of TROOPS, Inc.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements |
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| April 29, 2024 |
Exhibit 15.2 Yu Certified Public Accountant PC Professionalism, Expertise, Integrity CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference of our report dated May 10, 2022, relating to the consolidated financial statements of TROOPS, Inc. (previously referred as “SGOCO Group, Ltd.”) and its subsidiaries (collectively referred to as the “Group” |
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| April 29, 2024 |
Exhibit 97.1 Clawback Policy Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy which provides for the reco |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE |
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| February 1, 2024 |
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 February 2024 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check |
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| December 8, 2023 |
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 December 2023 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check |
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| November 20, 2023 |
TROOPS, Inc. Announces 2023 Unaudited Interim Financial Results Exhibit 99.1 TROOPS, Inc. Announces 2023 Unaudited Interim Financial Results TROOPS, Inc. (Nasdaq: TROO) ("TROOPS" or the "Company"), a conglomerate group of various businesses with its headquarters based in Hong Kong. The group is principally engaged in (a) money lending business in Hong Kong providing mortgage loans to high quality target borrowers (b) property investment to generate additional |
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| November 20, 2023 |
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 2023 Commission File Number: 001-35016 TROOPS, Inc. Unit A, 18/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check |
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| November 20, 2023 |
Exhibit 99.2 TROOPS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2023, AND DECEMBER 31, 2022 (In thousands of U.S. dollars except share and per share data) As of June 30, 2023 December 31, 2022 (Unaudited) ASSETS CURRENT ASSETS Cash $ 3,161 $ 2,950 Loans receivable, net of provision for loan losses of $1,388 and $619, respectively 7,611 8,380 Interest receivable 167 |
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| November 1, 2023 |
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 2023 Commission File Number: 001-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark wh |
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| November 1, 2023 |
Exhibit 99.2 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. V25508-P00767 For Against Abstain ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! ! 2. RESOLVED as an ordinary resolution: to elect the following p |
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| November 1, 2023 |
Exhibit 99.1 TROOPS, INC. 盟軍集團 (Formerly known as SGOCO Group, Ltd., the “Company”) (Incorporated in the Cayman Islands with limited liability) (NASDAQ Ticker: TROO) NOTICE OF ANNUAL GENERAL MEETING to Be Held on December 7, 2023 NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of TROOPS, Inc. 盟軍集團 (the “Company”) will be held at 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, |
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| September 27, 2023 |
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 September, 2023 Commission File Number: 001-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark |
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| September 1, 2023 |
TROOPS, Inc. VIA EDGAR September 1, 2023 U.S. Securities & Exchange Commission Division of Corporation Finance Office of Finance Washington, D.C. 20549 Attn: Madeleine Mateo and Tonya Aldave Re: TROOPS, Inc.. Registration Statement on Form F-3, as mended Initially filed July 7, 2023, as amended File No. 333-273175 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amen |
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| August 18, 2023 |
Exhibit 99.2 August 18, 2023 To: TROOPS, Inc. (the “Company”) 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong Dear Sirs/Madams, We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of issuing this opinion, excluding Hong Kong Special Administration Region, Macau Special Administration Region and Taiwan) and as such are qualified to issue this opi |
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| August 18, 2023 |
As filed with the Securities and Exchange Commission on August 18, 2023 As filed with the Securities and Exchange Commission on August 18, 2023 REGISTRATION NO. |
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| August 18, 2023 |
August 18, 2023 Via Edgar Transmission Ms. Madeleine Mateo Securities and Exchange Commission Division of Corporation Finance Office of Finance Washington, D.C. 20549 Re: TROOPS, Inc. (the “Company”) Registration Statement on Form F-3 Filed July 7, 2023 File No. 333-273175 Dear Ms. Mateo: As counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated J |
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| August 18, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference of our report dated May 10, 2022, relating to the consolidated financial statements of TROOPS, Inc. (previously referred as “SGOCO Group, Ltd.”) and its subsidiaries (collectively referred to as the “Group”), as of December 31, 2021 and 2020, and for each of the two years ended |
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| August 10, 2023 |
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 August 2023 Commission File Number: 001-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark whet |
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| July 7, 2023 |
As filed with the Securities and Exchange Commission on July 7, 2023 As filed with the Securities and Exchange Commission on July 7, 2023 REGISTRATION NO. |
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| July 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables F-3 (Form Type) TROOPS, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward F |
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| July 7, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference of our report dated May 10, 2022, relating to the consolidated financial statements of TROOPS, Inc. (previously referred as “SGOCO Group, Ltd.”) and its subsidiaries (collectively referred to as the “Group”), as of December 31, 2021 and 2020, and for each of the two years ended |
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| May 15, 2023 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TROOPS, Inc. (the "Company") on Form 20-F/A for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Raleigh Siu Lau, President and Chief Executive O |
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| May 15, 2023 |
Exhibit 12.2 CERTIFICATION I, Chung Hang LUI, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F/A of TROOPS, Inc.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, no |
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| May 15, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement on Form S-8 (No. 333-214142) of our report dated May 1, 2023, relating to the consolidated financial statements of TROOPS, Inc., appearing in this Annual Report on Form 20-F for the year ended December 31, 2022. /s/ Audit Alliance LLP Singapore May 15, 2023 |
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| May 15, 2023 |
Exhibit 12.1 CERTIFICATION I, Raleigh Siu Lau, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F/A of TROOPS, Inc.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement |
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| May 15, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference of our report dated May 10, 2022, relating to the consolidated financial statements of TROOPS, Inc. (previously referred as “SGOCO Group, Ltd.”) and its subsidiaries (collectively referred to as the “Group”), as of December 31, 2021 and 2020, and for each of the two years ended |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark one) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O |
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| May 15, 2023 |
Exhibit 99.1 E. Share Ownership. The following tables sets forth information, as of April 28, 2023, regarding the beneficial ownership of our ordinary shares by: ● each person known to us to beneficially own more than 5% of our ordinary shares; ● each of our officers and directors; and ● all of our officers and directors as a group. Beneficial ownership is determined in accordance with SEC rules a |
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| May 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| May 1, 2023 |
Exhibit 12.2 CERTIFICATION I, Chung Hang Lui, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of TROOPS, Inc..; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not |
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| May 1, 2023 |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference of our report dated May 10, 2022, relating to the consolidated financial statements of TROOPS, Inc. (previously referred as “SGOCO Group, Ltd.”) and its subsidiaries (collectively referred to as the “Group”), as of December 31, 2021 and 2020, and for each of the two years ended |
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| May 1, 2023 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TROOPS,Inc. (the "Company") on Form 20-F for the year ended December 31, 2022, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Raleigh Siu Lau, President and Chief Executive Offi |
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| May 1, 2023 |
Exhibit 12.1 CERTIFICATION I, Raleigh Siu Lau, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of TROOPS, Inc.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements |
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| April 11, 2023 |
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 April 2023 Commission File Number: 001-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark wheth |
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| April 11, 2023 |
Exhibit 99.1 TROOPS, Inc. forms special committee to investigate allegations against independent director Mr. Wang Tai Dominic Li HONG KONG , April 11, 2023 /PRNewswire/ - TROOPS, Inc. (the "Company") today announced that certain allegations (the "Allegations") were advanced against the independent director of the Company, Mr. Wang Tai Dominic Li ("Mr. Li"), through the Civil Action HCA 938 of 202 |
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| March 9, 2023 |
Exhibit 16.1 March 8, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 WWC, P.C. (“WWC”) has been furnished with a copy of the disclosures in the Form 6-K for the event that occurred on March 3, 2023 to be filed by WWC’s former client Troops Inc. (the “Company”). WWC does not disagree with the Company’s statements regarding WWC under Item 16F(a)(3) of Form 20-F Chan |
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| March 9, 2023 |
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 March 2023 Commission File Number: 001-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark wheth |
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| March 6, 2023 |
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 March 2023 Commission File Number: 001-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark wheth |
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| January 27, 2023 |
TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong Tel: +852 2153-3957 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong Tel: +852 2153-3957 Via Edgar Securities and Exchange Commission January 27, 2023 Division of Corporation Finance Office of Manufacturing Washington, D.C. 20549 Re: TROOPS, Inc. (the “Company”) Registration Statement on Form F-1 Filed September 2, 2021 File No. 333-259261 Ladies and Gentlemen: TROOPS, Inc. (the "Registr |
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| December 28, 2022 |
TROOPS, INC. Announces 2022 Unaudited Interim Financial Results Exhibit 99.1 TROOPS, INC. Announces 2022 Unaudited Interim Financial Results TROOPS, Inc. (Nasdaq: TROO) ("TROOPS" or the "Company"), a conglomerate group of various businesses with its headquarters based in Hong Kong. The group is principally engaged in (a) money lending business in Hong Kong providing mortgage loans to high quality target borrowers (b) property investment to generate additional |
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| December 28, 2022 |
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 December 2022 Commission File Number: 1-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark whet |
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| December 28, 2022 |
Exhibit 99.2 TROOPS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2022, AND DECEMBER 31, 2021 (In thousands of U.S. dollars except share and per share data) As of June 30, 2022 December 31, 2021 (Unaudited) ASSETS CURRENT ASSETS Cash $ 2,526 $ 3,480 Accounts receivable 40 8 Loans receivable, net of provision for loan losses of $2,940 and $2,086, respectively 3,631 2,4 |
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| December 13, 2022 |
6-K 1 tm2232444d16k.htm FORM 6-K 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 December 2022 Commission File Number: 1-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive of |
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| October 31, 2022 |
Exhibit 99.1 TROOPS, INC. 盟軍集團 (Formerly known as SGOCO Group, Ltd., the “Company”) (Incorporated in the Cayman Islands with limited liability) (NASDAQ Ticker: TROO) NOTICE OF ANNUAL GENERAL MEETING to Be Held on December 6, 2022 NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of TROOPS, Inc. 盟軍集團 (the “Company”) will be held at 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, |
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| October 31, 2022 |
6-K 1 tm2229055d16k.htm FORM 6-K 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 2022 Commission File Number: 1-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive off |
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| October 31, 2022 |
Exhibit 99.2 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D92419 - P82006 For Against Abstain TROOPS, INC. ┕㌷㞟ᅰ (FORMERLY KNOWN AS SGOCO GROUP, LTD.) The Board of Directors recommends you vot |
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| September 16, 2022 |
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 September 2022 Commission File Number: 001-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark w |
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| September 9, 2022 |
Exhibit 99.1 September 9, 2022 Securities and Exchange Commission 100 F Street N.E. Washington DC 20549 Re: TROOPS, Inc. (Previously as ?SGOCO Group, Ltd.?) Dear Sirs/Madams: We have received a copy of the statements being made by TROOPS, Inc. in Item 4.01 of its Form 6-K dated September 8, 2022 and captioned ?Changes in Registrant?s Certifying Accountant.? We agree with the statements contained t |
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| September 9, 2022 |
6-K 1 tm2225321d16k.htm FORM 6-K 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 September 2022 Commission File Number: 001-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive |
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| August 22, 2022 |
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 August 2022 Commission File Number: 001-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark whet |
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| May 10, 2022 |
Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of TROOPS,Inc. (the "Company") on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Raleigh Siu Lau, President and Chief Executive Offi |
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| May 10, 2022 |
Consent of Centurion ZD CPA & Co. EX-15.2 7 troo-20211231xex15d2.htm EX-15.2 Exhibit 15.2 會計師事務所 中正達會計師事務所 Centurion ZD CPA & Co. Certified Public Accountants (Practising) Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong. 香港 紅磡 德豐街22號 海濱廣場二期 13樓1304室 Tel 電話: (852) 2126 2388 Fax 傳真: (852) 2122 9078 Email 電郵: [email protected] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the in |
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| May 10, 2022 |
Consent of Yu Certified Public Accountant, P.C. Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference of our report dated May 10, 2022, relating to the consolidated financial statements of Troops, Inc. (previously referred as “SGOCO Group, Ltd.”) and its subsidiaries (collectively referred to as the “Group”), as of December 31, 2021 and 2020, and for each of the two years ended Decemb |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF |
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| May 10, 2022 |
Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 CERTIFICATION I, Raleigh Siu Lau, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of TROOPS, Inc.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements |
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| May 10, 2022 |
Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 CERTIFICATION I, Chung Hang Lui, Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of TROOPS, Inc..; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not |
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| April 29, 2022 |
NT 20-F 1 tm228047d2nt20f.htm NT 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K x Form 20-F ¨Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2021 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Repo |
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| March 18, 2022 |
Form of Representative’s Warrant (included in Exhibit 1.1) EX-1.1 2 tm229200d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 TROOPS, INC. ORDINARY SHARES, PAR VALUE US$0.004 PER SHARE WARRANTS TO PURCHASE ORDINARY SHARES UNDERWRITING AGREEMENT January [●], 2022 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 As Representative of the several Underwriters named in Schedule I attached hereto Ladies and Gentlemen: TROOPS, Inc., an exempted company inc |
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| March 18, 2022 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) TROOPS, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(2) Carry |
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| March 18, 2022 |
Form of Warrant Agreement between the Company and the Warrant Agent Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2022, is entered into by and between TROOPS, Inc., an exempted company incorporated in Cayman Islands(the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Warrant Agent?). WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement o |
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| March 18, 2022 |
As filed with the U.S. Securities and Exchange Commission on March 18, 2022 F-1/A 1 tm229200d1f1a.htm F-1/A As filed with the U.S. Securities and Exchange Commission on March 18, 2022 Registration No. 333-259261 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM F-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 TROOPS, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 3663 Not Applicable (State or o |
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| March 18, 2022 |
Form of Warrant to be offered in this offering Exhibit 4.2 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE DEFINED BELOW) TROOPS, INC. CUSIP: EXPIRES [DATE] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the ?Warrants? and each, a ?Warrant?) to purchase Ordinary Shares, $0.0 |
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| February 8, 2022 |
Exhibit 107 Calculation of Filing Fee Tables F-1 (Form Type) TROOPS, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price(1)(2) Fee Rate Amount of Registration Fee(2) Carry |
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| February 8, 2022 |
Form of Representative’s Warrant (included in Exhibit 1.1) Exhibit 1.1 TROOPS, INC. ORDINARY SHARES, PAR VALUE US$0.004 PER SHARE WARRANTS TO PURCHASE ORDINARY SHARES UNDERWRITING AGREEMENT January [?], 2022 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 As Representative of the several Underwriters named in Schedule I attached hereto Ladies and Gentlemen: TROOPS, Inc., an exempted company incorporated in the Cayman Islands. (the ?Co |
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| February 8, 2022 |
Form of Warrant Agreement between the Company and the Warrant Agent Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of , 2022, is entered into by and between TROOPS, Inc., an exempted company incorporated in Cayman Islands(the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Warrant Agent?). WHEREAS, the Company has filed with the Securities and Exchange Commission a Registration Statement o |
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| February 8, 2022 |
As filed with the U.S. Securities and Exchange Commission on February 8, 2022 F-1/A 1 tm2135508d1f1a.htm FORM F-1/A As filed with the U.S. Securities and Exchange Commission on February 8, 2022 Registration No. 333-259261 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM F-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 TROOPS, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 3663 Not Applicable (St |
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| February 8, 2022 |
Form of Warrant to be offered in this offering Exhibit 4.2 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE DEFINED BELOW) TROOPS, INC. CUSIP: EXPIRES [DATE] Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the ?Warrants? and each, a ?Warrant?) to purchase Ordinary Shares, $0.0 |
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| December 2, 2021 |
TROOPS, Inc. Appoints New Director Exhibit 99.1 TROOPS, Inc. Appoints New Director HONG KONG, December 2, 2021 /PRNewswire/ - TROOPS, Inc. (NASDAQ: TROO) (the ?Company?), today announced that the Board of Directors of the Company has appointed Mr. Damian Thurnheer (?Mr. Thurnheer?) as the director of the Company, effective on December 1, 2021 to replace Mr. Mark Leonard Tan (?Mr. Tan?) who notified his resignation from the Board, e |
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| December 2, 2021 |
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 December 2021 Commission File Number: 1-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark whet |
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| November 22, 2021 |
As filed with the U.S. Securities and Exchange Commission on November 22, 2021 As filed with the U.S. Securities and Exchange Commission on November 22, 2021 Registration No. 333-259261 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amending No. 1 to FORM F-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 TROOPS, Inc. (Exact name of registrant as specified in its charter) Cayman Islands 3663 Not Applicable (State or other jurisdiction of incorpora |
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| November 22, 2021 |
For the six months ended June 30, 2021 and 2020 Exhibit 99.3 For the six months ended June 30, 2021 and 2020 Revenue Our sales were $1.28 million for the six months ended June 30, 2021, which decreased by $0.26 million, or 16.9% from $1.54 million for the same period of 2020. During the six months ended June 30, 2021, we through 11 Hau Fook Street, Vision Lane and Paris Sky earned property lease and management income of $0.52 million, compared |
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| November 22, 2021 |
TROOPS, INC. Announces 2021 Unaudited Interim Financial Results Exhibit 99.1 TROOPS, INC. Announces 2021 Unaudited Interim Financial Results TROOPS, Inc. (Nasdaq: TROO) ("TROOPS" or the "Company"), a conglomerate group of various businesses with its headquarters based in Hong Kong. The group is principally engaged in (a) money lending business in Hong Kong providing mortgage loans to high quality target borrowers (b) property investment to generate additional |
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| November 22, 2021 |
Exhibit 99.2 TROOPS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2021, AND DECEMBER 31, 2020 (In thousands of U.S. dollars except share and per share data) 2021 2020 (Unaudited) ASSETS CURRENT ASSETS Cash $ 10,297 $ 3,028 Accounts receivable, net 27 8 Loans receivable, net of provision for loan losses of $2,172 and $2,172, respectively 6,046 22,096 Interest receivabl |
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| November 22, 2021 |
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 2021 Commission File Number: 1-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark whet |
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| November 16, 2021 |
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 2021 Commission File Number: 1-35016 TROOPS, Inc. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Address of principal executive office) Indicate by check mark whet |
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| November 16, 2021 |
TROOPS, Inc. Announces Changes of its Corporate Name and its Trading Symbol Exhibit 99.1 TROOPS, Inc. Announces Changes of its Corporate Name and its Trading Symbol HONG KONG, November 16, 2021 /PRNewswire/ - TROOPS, Inc. (NASDAQ: TROO) (the ?Company?), today announced that its corporate name and trading symbol changes are complete. On December 7, 2020, the Company changed its corporate name from ?SGOCO Group, Ltd.? to ?TROOPS, Inc.? and to adopt ?????? as the dual foreig |
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| November 12, 2021 |
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 2021 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 |
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| October 13, 2021 |
Exhibit 99.1 TROOPS, INC. ???? (Formerly known as SGOCO Group, Ltd., the ?Company?) (Incorporated in the Cayman Islands with limited liability) (NASDAQ Ticker: SGOC) NOTICE OF ANNUAL GENERAL MEETING to Be Held on November 10, 2021 NOTICE IS HEREBY GIVEN that an Annual General Meeting (?AGM?) of TROOPS, Inc. ???? (the ?Company?) will be held at 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories |
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| October 13, 2021 |
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 2021 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 |
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| October 13, 2021 |
21/F, 8 FUI YIU KOK STREET TSUEN WAN, NEW TERRITORIES HONG KONG Exhibit 99.2 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 up until 11:59 p.m. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create |
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| September 2, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark one) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) O |
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| September 2, 2021 |
As filed with the U.S. Securities and Exchange Commission on September 2, 2021 As filed with the U.S. Securities and Exchange Commission on September 2, 2021 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM F-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 SGOCO Group, Ltd. (Exact name of registrant as specified in its charter) Cayman Islands 3663 Not Applicable (State or other jurisdiction of incorporation or organizatio |
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| September 2, 2021 |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of SGOCO Group, Ltd. (the "Company") on Form 20-F/A for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Raleigh Siu Lau, President and Chief Execut |
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| September 2, 2021 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 CERTIFICATION I, Chung Hang LUI , Interim Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F/A of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements |
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| September 2, 2021 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 CERTIFICATION I, Raleigh Siu Lau, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F/A of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such stat |
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| July 29, 2021 |
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 July 2021 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 whe |
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| July 13, 2021 |
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 July 2021 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 whe |
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| July 7, 2021 |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of SGOCO Group, Ltd. (the "Company") on Form 20-F for the year ended December 31, 2020, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Raleigh Siu Lau, President and Chief Executiv |
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| July 7, 2021 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 CERTIFICATION I, Xiao-Ming HU, Interim Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were |
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| July 7, 2021 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 CERTIFICATION I, Raleigh Siu Lau, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem |
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| July 7, 2021 |
Consent of Centurion ZD CPA & Co. Exhibit 15.2 ????????? Centurion ZD CPA & Co. Certified Public Accountants (Practising) Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong. ?? ?? ???22? ?????? 13?1304? Tel ??: (852) 2126 2388 Fax ??: (852) 2122 9078 Email ??: [email protected] CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statement |
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| July 7, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| July 7, 2021 |
Consent of Yu Certified Public Accountant, P.C. Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference of our report dated July 7, 2021, relating to the consolidated financial statements of SGOCO Group, Ltd., and its subsidiaries (the ?Group?) as of December 31, 2020 and for the year then ended, in which our report expresses an unqualified opinion, and includes explanatory paragraphs r |
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| May 20, 2021 |
SGOCO Announces Receipt of Deficiency Letter from Nasdaq Exhibit 99.1 SGOCO Announces Receipt of Deficiency Letter from Nasdaq HONG KONG, May 20, 2021 /PRNewswire/ - SGOCO Group, Ltd. (?SGOCO? or the ?Company?) (Nasdaq: SGOC), today announced that it received a notification letter dated May 18, 2020 (the ?Deficiency Letter?) from the Listing Qualifications Department of The Nasdaq Stock Market Inc. (the ?Nasdaq?) notifying that the Company is no longer |
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| May 20, 2021 |
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 May 2021 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 whet |
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| April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K x Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2020 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition Report o |
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| January 19, 2021 |
Current Report of Foreign Issuer - FORM 6-K 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 January 2021 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 |
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| January 19, 2021 |
Exhibit 99.1 中正達會計師事務所 Centurion ZD CPA & Co. Certified Public Accountants (Practising) Unit 1304, 13/F, Two Harbourfront, 22 Tak Fung Street, Hunghom, Hong Kong. 香港 紅磡 德豐街22號 海濱廣場二期 13樓1304室 Tel 電話: (852) 2126 2388 Fax 傳真: (852) 2122 9078 Email 電郵: [email protected] January 19, 2021 U.S. Securities & Exchange Commission 100 F Street, NE Washington, DC 20549 U.S.A. Ladies and Gentlemen: We have read |
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| December 4, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 December 2020 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 |
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| November 23, 2020 |
Giant Financial Services Limited Financial Statements Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Sole Director and Shareholder of Giant Financial Services Limited Opinion on the Financial Statements We have audited the accompanying balance sheets of Giant Financial Services Limited (the “Company”) as of December 31, 2019 and 2018, and the related statements of comprehensive income/(loss), shareholders’ equity, and cas |
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| November 23, 2020 |
Giant Financial Services Limited Unaudited Pro Forma Condensed Financial Statements Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On December 23, 2019, SGOCO Group, Ltd. (the “Company”), entered into a Share Exchange Agreement with Victor Or for the purchase and sale of Giant Financial Services Limited. Pursuant to the Agreement, the Company acquired all of the issued and outstanding capital stock of Giant Financial Services Limited (“GFS”), a priv |
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| November 23, 2020 |
Current Report of Foreign Issuer - 6-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K/A (Amendment No. 1) REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): December 26, 2019 Commission File Number: 1-35016 SGOCO Group, Ltd. 21/F, 8 Fui Yiu Kok Street, Tsuen Wan, New Territories, Hong Kong (Addr |
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| November 19, 2020 |
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 2020 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 |
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| November 16, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 2020 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 |
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| November 16, 2020 |
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 4, 2020 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 December 4, 2020 at 10:00 a.m., local t |
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| November 16, 2020 |
Exhibit 99.2 Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY D26895-P47098 2. RESOLVED as an ordinary resolution: to elect the following persons as Directors of the Company, pursuant to the Comp |
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| September 23, 2020 |
SGOCO Group, Ltd. Appoints New Director Exhibit 99.1 SGOCO Group, Ltd. Appoints New Director Hong Kong, September 23, 2020 /PRNewswire/ - SGOCO Group, Ltd. (Nasdaq: SGOC) ("SGOCO" or the "Company") is principally engaged in (a) money lending business in Hong Kong providing mortgage loans to high quality target borrowers (b) property investment to generate additional rental income and (c) the development, operation and management of an o |
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| September 23, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 September, 2020 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 ma |
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| September 3, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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 September, 2020 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 ma |
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| September 3, 2020 |
Sale and Purchase Agreement, dated August 31, 2020. Exhibit 4.1 Dated the 31st day of August 2020 SGOCO International (HK) Limited (as Vendor) and WONG YIU TONG (as Purchaser) SALE AND PURCHASE AGREEMENT in respect of 51% of the issued share capital of BOCA INTERNATIONAL LIMITED TABLE OF CONTENTS Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 1 2. SALE AND PURCHASE OF SALE SHARES 4 3. CONSIDERATION 4 4. CONDITIONS PRECEDENT 4 5. COMPLETION |
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| June 19, 2020 |
Current Report of Foreign Issuer - FORM 6-K 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, 2020 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 wh |
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| June 15, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| June 15, 2020 |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of SGOCO Group, Ltd. (the "Company") on Form 20-F for the year ended December 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Raleigh Siu Lau, President and Chief Executiv |
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| June 15, 2020 |
Consent of Centurion ZD CPA & Co. Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 and 333-214142 on Form S-8, No. 333-176437 and 333-214141on Form F-3 and No. 333-225977 on Form F-1 of SGOCO Group, Ltd.( the “Company”) of our report dated June 15, 2020, relating to the Company’s consolidated financial statements whic |
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| June 15, 2020 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 CERTIFICATION I, Xiao-Ming HU, Interim Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were |
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| June 15, 2020 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 CERTIFICATION I, Raleigh Siu Lau, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem |
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| April 27, 2020 |
SGOCO Group, Ltd. Appoints New Directors Exhibit 99.1 SGOCO Group, Ltd. Appoints New Directors Hong Kong, April 27, 2020 /PRNewswire/ - SGOCO Group, Ltd. (Nasdaq: SGOC) ("SGOCO" or the "Company") is principally engaged in (a) environmental protection, energy saving technologies, equipment development and applications; (b) money lending business in Hong Kong providing mortgage loans to high quality target borrowers; (c) property investmen |
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| April 27, 2020 |
Current Report of Foreign Issuer - 6-K 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 April, 2020 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 w |
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| April 20, 2020 |
SGOC / SGOCO Group, Ltd. 6-K - Current Report of Foreign Issuer - FORM 6-K 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 April, 2020 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 w |
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| April 20, 2020 |
Exhibit 10.1 Stock PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is dated as of April 17, 2020, between SGOCO Group, Ltd., a Cayman Islands company (the “Company”), and the purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser”). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4( |
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| April 3, 2020 |
SGOC / SGOCO Group, Ltd. 6-K - Current Report of Foreign Issuer - FORM 6-K 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 April 2020 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 wh |
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| February 3, 2020 |
SGOC / SGOCO Group, Ltd. 6-K - Current Report of Foreign Issuer - 6-K 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 February 2020 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 |
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| December 26, 2019 |
SGOC / SGOCO Group, Ltd. 6-K - Current Report of Foreign Issuer - FORM 6-K 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 December 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 |
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| December 26, 2019 |
Exhibit 4.1 Dated the 23rd day of December, 2019 VICTOR OR (as Vendor) and SGOCO GROUP, LTD (as Purchaser) SHARE EXCHANGE AGREEMENT in respect of 100% of the issued share capital of GIANT FINANCIAL SERVICES LIMITED TABLE OF CONTENTS Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 2 2. SALE AND PURCHASE OF SALE SHARE 5 3. CONSIDERATION 5 4. CONDITIONS PRECEDENT 5 5. COMPLETION 6 6. REPRESENT |
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| November 19, 2019 |
SGOC / SGOCO Group, Ltd. 6-K - Current Report of Foreign Issuer - FORM 6-K 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, 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 mar |
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| October 25, 2019 |
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 |
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| October 25, 2019 |
SGOC / SGOCO Group, Ltd. 6-K - Current Report of Foreign Issuer - FORM 6-K 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 |
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| October 25, 2019 |
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 00004309821 R1.0.1.18 21/F, 8 Fui Yiu Kok Street Tsuen Wan, New Territories Hong Kong VOTE B |
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| October 3, 2019 |
SGOC / SGOCO Group, Ltd. 6-K - Current Report of Foreign Issuer - 6-K 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 |
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| October 3, 2019 |
EX-4.1 2 tv530507ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 Dated the 20 day of September 2019 SGOCO International (HK) Limited (as Vendor) and HO PUI LUNG (as Purchaser) SALE AND PURCHASE AGREEMENT in respect of 51% of the issued share capital of CENTURY SKYWAY LIMITED TABLE OF CONTENTS Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 2 2. SALE AND PURCHASE OF SALE SHARES 5 3. CONSIDERATION 5 4. CON |
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| May 14, 2019 |
SGOC / SGOCO Group, Ltd. 20-F FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| May 14, 2019 |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of SGOCO Group, Ltd. (the "Company") on Form 20-F for the year ended December 31, 2018, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Raleigh Siu Lau, President and Chief Executiv |
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| May 14, 2019 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 CERTIFICATION I, Raleigh Siu Lau, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statem |
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| May 14, 2019 |
Consent of Centurion ZD CPA & Co. Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 and 333-214142 on Form S-8, No. 333-176437 and 333-214141on Form F-3 and No. 333-225977 on Form F-1 of SGOCO Group, Ltd.( the “Company”) of our report dated May 14, 2019, relating to the Company’s consolidated financial statements which |
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| May 14, 2019 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 CERTIFICATION I, Xiao-Ming HU, Interim Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were |
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| April 30, 2019 |
SGOC / SGOCO Group, Ltd. NT 20-F FORM 12B-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2018 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o |
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| March 12, 2019 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 March 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 wh |
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| February 6, 2019 |
Exhibit 4.1 Dated the 5th day of February 2019 KWOK MAN YEE ELVIS (as Vendor) and Paris Sky Limited (as Purchaser) SHARE EXCHANGE AGREEMENT in respect of 100% of the issued share capital of VISION LANE LIMITED TABLE OF CONTENTS Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 1 2. SALE AND PURCHASE OF SALE SHARES 4 3. CONSIDERATION 4 4. CONDITIONS PRECEDENT 4 5. COMPLETION 5 6. REPRESENTATIO |
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| February 6, 2019 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 February, 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 mar |
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| February 5, 2019 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 February 2019 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 exe |
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| December 28, 2018 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 December, 2018 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 mar |
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| December 20, 2018 |
Nasdaq Minimum Bid Price Deficiency Letter Exhibit 99.1 Nasdaq Minimum Bid Price Deficiency Letter Hong Kong, December 20, 2018 /PRNewswire/ - SGOCO Group, Ltd. (Nasdaq: SGOC) ("SGOCO" or the "Company"), a company focused on (a) Virtual Reality device and technologies research and development (b) environmental protection, energy saving technologies, equipment development and applications (c) money lending business in Hong Kong providing mo |
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| December 20, 2018 |
SGOC / SGOCO Group, Ltd. FORM 6-K (Current Report of Foreign Issuer) 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 December 2018 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 |
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| September 27, 2018 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 September 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 ex |
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| August 31, 2018 |
PROSPECTUS Filed pursuant to Rule 424(b)(4) File No. 333-225977 SGOCO Group, Ltd. Subscription Rights to purchase up to 50,505,050 ordinary shares at $0.99 per share and ordinary shares issuable upon the exercise of those Subscription Rights SGOCO Group, Ltd. is distributing, at no charge, to holders of our ordinary shares and holders of our warrants non-transferable subscription rights to purchas |
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| August 28, 2018 |
SGOC / SGOCO Group, Ltd. CORRESP SGOCO Group, Ltd. Unit 1614, North Tower, Concordia Plaza No. 1 Science Museum Road, Tsim Sha Tsui East Kowloon, Hong Kong August 28, 2018 VIA EDGAR William Mastrianna Attorney Advisor Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: SGOCO Group, Ltd. Registration Statement on Form F-1 (File No. 333-225977) This letter is sent on behalf of SGOCO Group, Ltd. (th |
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| August 24, 2018 |
Consent of Centurion ZD CPA Limited* Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in the Prospectus constituting a part of this Registration Statement of our report dated May 14, 2018, relating to the consolidated financial statements of SGOCO Group, Ltd. (the “Company”), which is included in that Prospectus. We also consent to the reference to us under the caption “Experts” |
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| August 24, 2018 |
Consent of Centurion ZD CPA Limited* Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in the Prospectus constituting a part of this Registration Statement of our report dated June 29, 2018, relating to the financial statements of Century Skyway Limited, which is included in that Prospectus. /s/ Centurion ZD CPA Limited Centurion ZD CPA Limited August 24, 2018 |
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| August 24, 2018 |
SGOC / SGOCO Group, Ltd. F-1/A As filed with the Securities and Exchange Commission on August 24, 2018 Registration No. |
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| July 25, 2018 |
SGOC / SGOCO Group, Ltd. F-1/A As filed with the Securities and Exchange Commission on July 25, 2018 Registration No. |
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| July 25, 2018 |
Consent of Centurion ZD CPA Limited* Exhibit 15.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in the Prospectus constituting a part of this Registration Statement of our report dated June 29, 2018, relating to the financial statements of Century Skyway Limited, which is included in that Prospectus. /s/ Centurion ZD CPA Limited Centurion ZD CPA Limited July 25, 2018 |
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| July 25, 2018 |
Consent of Centurion ZD CPA Limited* Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the inclusion in the Prospectus constituting a part of this Registration Statement of our report dated May 14, 2018, relating to the consolidated financial statements of SGOCO Group, Ltd. (the “Company”), which is included in that Prospectus. We also consent to the reference to us under the caption “Experts” |
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| July 25, 2018 |
SGOC / SGOCO Group, Ltd. CORRESP UNIT 1614, NORTH TOWER, CONCORDIA PLAZA NO 1 SCIENCE MUSEUM ROAD, TSIM SHA TSUI EAST, KOWLOON HONG KONG July 25, 2018 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, NE Washington, D. |
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| July 18, 2018 |
SGOC / SGOCO Group, Ltd. CORRESP UNIT 1614, NORTH TOWER, CONCORDIA PLAZA NO 1 SCIENCE MUSEUM ROAD, TSIM SHA TSUI EAST, KOWLOON HONG KONG July 18, 2018 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Telecommunications 100 F Street, NE Washington, D. |
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| June 29, 2018 |
Form of Instructions for Use of Subscription Rights Certificates** Exhibit 99.1 FORM OF INSTRUCTIONS FOR USE OF SUBSCRIPTION RIGHTS CERTIFICATES SGOCO GROUP, LTD. The following instructions relate to the rights offering by SGOCO Group, Ltd., a Cayman Islands corporation (the “Company”), pursuant to which the Company is distributing non-transferable subscription rights (the “Rights”) to all holders of record (the “Stockholders”) of the Company’s ordinary shares, p |
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| June 29, 2018 |
Consent of Centurion ZD CPA Limited* Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated May 14, 2018, relating to the consolidated financial statements of SGOCO Group, Ltd. (the “Company”), which is incorporated by reference in that Prospectus. We also consent to the reference |
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| June 29, 2018 |
Form of Letter to Stockholders who are Record Holders and to Warrantholders of Record** Exhibit 99.3 FORM OF LETTER TO STOCKHOLDERS WHO ARE RECORD HOLDERS AND TO WARRANTHOLDERS OF RECORD SGOCO GROUP, LTD. Subscription Rights to Purchase Shares of Ordinary shares of SGOCO Group, Ltd. , 2018 Dear Stockholder and/or Warrantholder: This letter is being distributed by SGOCO Group, Ltd., a Cayman Islands corporation (the “Company”), to all holders of record (the “Stockholders”) of the Comp |
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| June 29, 2018 |
Form of Letter to Clients of Brokers and other Nominee Holders** Exhibit 99.5 FORM OF LETTER TO CLIENTS OF BROKERS AND OTHER NOMINEE HOLDERS SGOCO GROUP, LTD. Subscription Rights to Purchase Shares of Ordinary Shares of SGOCO Group, Ltd. , 2018 To Our Clients: Enclosed for your consideration are materials relating to the rights offering by SGOCO Group, Ltd., a Cayman Islands corporation (the “Company”), to all holders of record (the “Stockholders”) of the Compa |
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| June 29, 2018 |
Form of Notice of Guaranteed Delivery** Exhibit 99.2 FORM OF NOTICE OF GUARANTEED DELIVERY FOR SUBSCRIPTION RIGHTS CERTIFICATES SGOCO GROUP, LTD. This form, or one substantially equivalent hereto, must be used to exercise the subscription rights (the “Rights”) pursuant to the rights offering as described in the prospectus, dated , 2018 (the “Prospectus”) of SGOCO Group, Ltd., a Cayman Islands corporation (the “Company”), if a holder of |
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| June 29, 2018 |
Form of Subscription Rights Certificate** Exhibit 4.23 RIGHTS CERTIFICATE #: NUMBER OF RIGHTS: THIS CERTIFICATE AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SGOCO GROUP, LTD. PROSPECTUS, DATED , 2018. SGOCO GROUP, LTD. Incorporated in the Cayman Islands NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE Evidencing Non-Transferable Subscription Rights to Purchase Ordinary Shares, $0.004 |
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| June 29, 2018 |
Form of Nominee Holder Certification** Exhibit 99.7 SGOCO GROUP, LTD. NOMINEE HOLDER CERTIFICATION The undersigned, a broker, custodian bank, trustee, depositary or other nominee holder of subscription rights (the “Rights”) to purchase shares of ordinary shares, par value $0.004 per share (“Ordinary Shares”), of SGOCO Group, Ltd., a Cayman Islands corporation (the “Company”), pursuant to the rights offering described and provided for i |
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| June 29, 2018 |
As filed with the Securities and Exchange Commission on June 29, 2018 Registration No. |
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| June 29, 2018 |
Amended and Restated Memorandum and Articles of Association of the Company** Exhibit 1.1 THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF HAMBRECHT ASIA ACQUISITION CORP. (Adopted by way of a special resolution passed on [●] June 2018) 1. The name of the Company is Hambrecht asia acquisition corp.. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hu |
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| June 29, 2018 |
Form of Beneficial Owner Election Form** Exhibit 99.6 SGOCO GROUP, LTD. BENEFICIAL OWNER ELECTION FORM The undersigned acknowledge(s) receipt of your letter and the enclosed materials, including the Company’s prospectus, dated , 2018 (the “Prospectus”), relating to the distribution, at no charge, to holders of ordinary shares, par value $0.004 (the “Ordinary Shares”), and to holders of warrants of SGOCO Group, Ltd., a Cayman Islands corp |
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| June 29, 2018 |
Form of Letter to Brokers and Other Nominee Holders** Exhibit 99.4 FORM OF LETTER TO BROKERS AND OTHER NOMINEE HOLDERS SGOCO GROUP, LTD. Subscription Rights to Purchase Ordinary Shares of SGOCO Group, Ltd. , 2018 To Security Dealers, Commercial Banks, Trust Companies and Other Nominees: This letter is being distributed to securities dealers, commercial banks, trust companies and other nominees in connection with the rights offering by SGOCO Group, Lt |
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| June 29, 2018 |
Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Members and Board of Directors of Century Skyway Limited Opinion on the Financial Statements We have audited the accompanying balance sheet of Century Skyway Limited as of December 31, 2016, and the related statements of comprehensive loss, shareholders’ deficit and cash flows for the period from September 28, 2016 (incept |
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| June 29, 2018 |
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION On April 28, 2017, SGOCO International (HK) Limited (“SGOCO International”), a wholly-owned subsidiary of SGOCO Group, Ltd. (the “Company”), entered into a Share Sale and Purchase Agreement with Full Linkage Limited (the “Agreement”) pursuant to which SGOCO International acquired all of the issued and outstanding capital |
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| June 29, 2018 |
SGOC / SGOCO Group, Ltd. 6-K/A (Current Report of Foreign Issuer) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 6-K/A (Amendment No. 1) REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 8, 2017 Commission File Number: 1-35016 SGOCO Group, Ltd. UNIT 1614, NORTH TOWER, CONCORDIA PLAZA NO 1 SCIENCE MUSEUM ROAD TSIM SHA TSU |
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| June 26, 2018 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 execut |
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| June 14, 2018 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 execut |
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| June 8, 2018 |
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 |
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| June 8, 2018 |
Exhibit 99.2 |
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| June 8, 2018 |
SGOC / SGOCO Group, Ltd. FORM 6-K (Current Report of Foreign Issuer) 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 execut |
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| June 7, 2018 |
SGOC / SGOCO Group, Ltd. FORM 6-K (Current Report of Foreign Issuer) 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 execut |
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| May 21, 2018 |
SGOC / SGOCO Group, Ltd. FORM 6-K (Current Report of Foreign Issuer) 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 May, 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 executi |
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| May 21, 2018 |
Exhibit 4.1 Dated the 21st day of May 2018 LEUNG IRIS CHI YU (as Vendor) and Giant Connection Limited (巨人網絡有限公司) (as Purchaser) SHARE EXCHANGE AGREEMENT in respect of 100% of the issued share capital of PARIS SKY LIMITED TABLE OF CONTENTS Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 2 2. SALE AND PURCHASE OF SALE SHARE 6 3. CONSIDERATION 6 4. CONDITIONS PRECEDENT 7 5. COMPLETION 8 6. REP |
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| May 14, 2018 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.1 CERTIFICATION I, Shi-bin Xie, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements |
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| May 14, 2018 |
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Exhibit 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of SGOCO Group, Ltd. (the "Company") on Form 20-F for the year ended December 31, 2017, as filed with the Securities and Exchange Commission on the date hereof (the "Annual Report"), I, Shi-bin Xie, President and Chief Executive Of |
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| May 14, 2018 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| May 14, 2018 |
Consent of Centurion ZD CPA Limited EX-15.1 6 tv488619ex15-1.htm EXHIBIT 15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 and 333-214142 on Form S-8 and No. 333-176437 and 333-214141on Form F-3 of our report dated May 14, 2018, relating to the consolidated financial statements of SGOCO Group, Ltd. and its subsidiar |
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| May 14, 2018 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Exhibit 12.2 CERTIFICATION I, Xiao-Ming HU, Interim Chief Financial Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were |
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| April 30, 2018 |
SGOC / SGOCO Group, Ltd. NT 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K x Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: December 31, 2017 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o |
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| April 19, 2018 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 April, 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 execu |
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| April 19, 2018 |
Exhibit 4.1 SGOCO GROUP, LTD. CONVERTIBLE NOTE PURCHASE AGREEMENT This Convertible Note Purchase Agreement (the “Agreement”), is made as of the 18 day of April, 2018, by and between SGOCO Group, Ltd., a Cayman Islands limited company (the “Company”), and Lin So Chun, holder of Hong Kong Identity Card No. D580537(7), of 1603, 16/F, Wing Tak Comm. Center, 177-183 Wing Lok Street, Shueng Wan, Hong Ko |
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| March 8, 2018 |
SGOC / SGOCO Group, Ltd. FORM 6-K (Current Report of Foreign Issuer) 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 March, 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 execu |
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| March 8, 2018 |
SGOCO Group, Ltd. Announces Acquisition of 11 Hau Fook Street Limited Exhibit 99.1 SGOCO Group, Ltd. Announces Acquisition of 11 Hau Fook Street Limited On March 8, 2018, SGOCO Group, Ltd. (the “Company”) wholly-owned subsidiary, Giant Connection Limited closed the Share Exchange Agreement (the “Agreement”) with Vagas Lane Limited for the purchase and sale of 11 Hau Fook Street Limited in consideration for HK$26.1 million, which was satisfied by the allotment and is |
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| February 23, 2018 |
SGOCO Group, Ltd. Announces Entry into Acquisition Agreement for 11 Hau Fook Street Limited Exhibit 99.1 SGOCO Group, Ltd. Announces Entry into Acquisition Agreement for 11 Hau Fook Street Limited On February 22, 2018, SGOCO Group, Ltd. (the ?Company?) wholly-owned subsidiary, Giant Connection Limited entered into a Share Exchange Agreement (the ?Agreement?) with Vagas Lane Limited for the purchase and sale of 11 Hau Fook Street Limited in consideration for HK$26.1 million, which will be |
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| February 23, 2018 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 February, 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 ex |
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| February 23, 2018 |
Exhibit 4.1 Dated the 22nd day of February 2018 VAGAS LANE LIMITED (as Vendor) and Giant Connection Limited (????????) (as Purchaser) SHARE EXCHANGE AGREEMENT in respect of 100% of the issued share capital of 11 HAU FOOK STREET LIMITED TABLE OF CONTENTS Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 2 2. SALE AND PURCHASE OF SALE SHARES 5 3. CONSIDERATION 5 4. CONDITIONS PRECEDENT 5 5. COM |
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| December 26, 2017 |
SGOC / SGOCO Group, Ltd. FORM 6-K (Current Report of Foreign Issuer) 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 December, 2017 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 ex |
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| December 26, 2017 |
Exhibit 4.1 Dated the 22nd day of December 2017 LUK LAI CHING KIMMY (as Vendor) and Giant Connection Limited (as Purchaser) SHARE EXCHANGE AGREEMENT in respect of 100% of the issued share capital of GIANT CREDIT LIMITED TABLE OF CONTENTS Clause Headings Page 1. DEFINITIONS AND INTERPRETATION 2 2. SALE AND PURCHASE OF SALE SHARES 5 3. CONSIDERATION 5 4. CONDITIONS PRECEDENT 6 5. COMPLETION 7 6. REP |
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| December 26, 2017 |
SGOCO Group, Ltd. Announces Acquisition of Giant Credit Limited Exhibit 99.1 SGOCO Group, Ltd. Announces Acquisition of Giant Credit Limited On December 22, 2017, SGOCO Group, Ltd. (the ?Company?) wholly-owned subsidiary, Giant Connection Limited, completed the acquisition of Giant Credit Limited contemplated by the Share Exchange Agreement (the ?Agreement?) entered into by and between the parties in consideration for HK$19.6 million, which was satisfied by th |
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| December 22, 2017 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 December, 2017 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 ex |
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| December 4, 2017 |
SGOC / SGOCO Group, Ltd. / Sun Alan - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* SGOCO Group, Ltd. (Name of Issuer) Ordinary Shares (Title of Class of Securities) G80751129 (CUSIP Number) W K Sun Solicitors Attn: Ricky Sun 1313A, 13/F, Ocean Centre, 5 Canton Road, Tsimshatsui, Hong Kong Tel: +(852) 2156.1600 (Name, Address and Telephone Number of Pers |
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| December 1, 2017 |
SGOC / SGOCO Group, Ltd. 6-K (Current Report of Foreign Issuer) 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 December, 2017 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 ex |
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| December 1, 2017 |
SGOCO Group, Ltd. Announces 2017 Unaudited Interim Financial Results Exhibit 99.1 SGOCO Group, Ltd. Announces 2017 Unaudited Interim Financial Results Hong Kong, December 1, 2017 /PRNewswire/ - SGOCO Group, Ltd. (Nasdaq: SGOC) ("SGOCO" or the "Company"), a company focused on product design, distribution and brand development in the Chinese display, computer and virtual reality (?VR?) product markets, as well as energy saving products and services, today announced i |
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| November 30, 2017 |
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 00003484801 R1.0.1.17 UNIT 1614, NORTH TOWER CONCORDIA PLAZA NO 1 SCIENCE MUSEUM ROAD TSIM SHA TSUIEAST, KOWLOON HONG KONG VOTE BY IN |
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| November 30, 2017 |
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 20, 2017 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 |
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| November 30, 2017 |
SGOC / SGOCO Group, Ltd. FORM 6-K (Current Report of Foreign Issuer) 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, 2017 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 ex |
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| November 14, 2017 |
Exhibit 10.1 Stock PURCHASE AGREEMENT This Stock Purchase Agreement (this ?Agreement?) is dated as of November 3, 2017, between SGOCO Group, Ltd., a Cayman Islands company (the ?Company?), and the purchaser identified on the signature pages hereto (including its successors and assigns, a ?Purchaser?). WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section |
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| November 14, 2017 |
SGOC / SGOCO Group, Ltd. FORM 6-K (Current Report of Foreign Issuer) 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 2017 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 exe |
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| October 23, 2017 |
SGOCO Group, Ltd. Appoints New Director Exhibit 99.1 SGOCO Group, Ltd. Appoints New Director Hong Kong, October 23, 2017 /PRNewswire/ - SGOCO Group, Ltd. (Nasdaq: SGOC) ("SGOCO" or the "Company"), a company focused on product design, distribution and brand development in t5he Chinese display, computer and virtual reality (?VR?) product markets as well as energy saving products and services, today announced that the Board of Directors of |
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| October 23, 2017 |
SGOCO Group 6-K (Current Report of Foreign Issuer) 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, 2017 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 exe |
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| August 31, 2017 |
SGOCO Group, Ltd. Appoints New Directors Exhibit 99.1 SGOCO Group, Ltd. Appoints New Directors Hong Kong, August 31, 2017 /PRNewswire/ - SGOCO Group, Ltd. (Nasdaq: SGOC) ("SGOCO" or the "Company"), a company focused on product design, distribution and brand development in the Chinese display, computer and virtual reality (?VR?) product markets as well as energy saving products and services, today announced that the Board of Directors of |
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| August 31, 2017 |
SGOCO Group FORM 6-K (Current Report of Foreign Issuer) 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 August, 2017 Commission File Number: 1-35016 SGOCO Group, Ltd. Room 1301, 13/F, Golden Centre, 188 Des Voeux Road Central Hong Kong (Address of principal executive office) Indicate by check ma |
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| May 15, 2017 |
Exhibit 12.1 CERTIFICATION I, Shi-bin Xie, President and Chief Executive Officer, certify that: 1. I have reviewed this Annual Report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements |
