6-K
SOS Ltd (SOS)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
Form6-K
REPORTOF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2022
Commission File Number: 001-38051
SOSLimited
(Translation of registrant’s name into English)
Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street
West Coast New District, Qingdao City, Shandong Province 266400
People’s Republic of China
+86-532-86617117
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Submissionof Matters to a Vote of Security Holders.
SOS Limited, a Cayman Islands company (the “Company”) held its 2022 annual general meeting of shareholders at 10:00 a.m. Eastern Time, December 5, 2022, at Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province 266400, People’s Republic of China. Holders of a total of 3,135,841,955 shares (consisting of 2,965,786,409 Class A Ordinary Shares and 170,055,546 Class B Ordinary Shares), out of a total of 3,158,626,378 Shares (consisting of 2,985,573,853 Class A Ordinary Shares and 173,052,525 Class B Ordinary Shares) issued and outstanding and entitled to vote at the Meeting and therefore constituting a quorum of more than a third of the shares outstanding and entitled to vote at the annual general meeting of shareholders as of the record date of October 17, 2022. Each Class A Ordinary Share is entitled to one vote, and each Class B Ordinary Share is entitled to ten votes. The final voting results for each matter submitted to a vote of shareholders at the meeting are as follows:
| 1. | Re-electionof directors |
|---|
The following individuals were re-elected as directors to serve on the Board of Directors of the Company, to hold office for a one-year term subject to renewal at the Company’s next annual general meeting.
| Director’s Name | For | Against |
|---|---|---|
| Yandai Wang | 4,588,269,869 | 73,814,500 |
| Li Sing Leung | 4,569,491,869 | 92,633,000 |
| Russell Krauss | 4,574,378,369 | 87,656,000 |
| Douglas L. Brown | 4,574,249,369 | 87,775,000 |
| Ronggang (Jonathan) Zhang | 4,572,066,369 | 89,965,000 |
| Wenbin Wu | 4,569,999,369 | 91,441,000 |
| 2. | Toratify the selection of Audit Alliance LLP as the Company’s independent registered public accounting firm for the fiscal year endedDecember 31, 2022 | |
| --- | --- |
The shareholders approved the proposal.
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| 4,607,890,369 | 55,431,500 | 3,020,000 | |||
| 3. | Toapprove and adopt the Company’s 2022 Equity Incentive Plan | ||||
| --- | --- |
The shareholders approved the proposal.
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| 4,549,802,369 | 112,498,500 | 4,041,000 | |||
| 4. | Toapprove and adopt a Securities Purchase Agreement and related transactions providing for the disposition by the Company of 100% of theoutstanding shares of S International Group Limited, the Company’s wholly owned subsidiary and a business company incorporatedin the British Virgin Islands with limited liability, to S International Holdings Limited, a Cayman exempt company, in exchange for $17million. | ||||
| --- | --- |
The shareholders approved the proposal.
| For | Against | Abstain | |||
|---|---|---|---|---|---|
| 4,584,157,369 | 77,173,500 | 5,011,000 |
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Disposition
As disclosed in the Form 6-K of the Company filed on November 8, 2022, the Company, S International Group Limited (“S International”), a British Virgin Islands company and the Company’s wholly owned subsidiary, and S International Holdings Limited, a Cayman Islands exempt company (the “Purchaser”), had entered into a certain share purchase agreement (the “Disposition SPA”) on November 2, 2022. Pursuant to the Disposition SPA, the Purchaser agreed to purchase S International in exchange for cash consideration of $17 million (the “Disposition”).
On December 5, 2022, the Company completed the Disposition after obtaining its shareholders’ approval of the Disposition at its 2022 annual general meeting of shareholders and satisfaction or waiver of all other closing conditions. The proceeds from the Disposition will be used for the Company’s working capital and general corporate purposes.
Below is the Company’s corporate structure chart following the consummation of the Disposition:
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: December 6, 2022
| SOS Limited | |
|---|---|
| By: | /s/ Yandai Wang |
| Name: | Yandai<br> Wang |
| Title: | Chief<br> Executive Officer |
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