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: 001-38051

 

SOS Limited

(Translation of registrant’s name into English)

 

Room 8888, Jiudingfeng Building, 888 Changbaishan Road,

Qingdao Area, China (Shandong) Pilot Free Trade Zone

People’s Republic of China

+86 0311-80910921

(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): ☐

 

 

 

 

 

 

 

Explanatory Note

 

On November 12, 2020, SOS Ltd. (the “Company”) submitted a proposal to increase the number of the Company’s authorized share capital for approval by its shareholders, by the creation of an additional 4,450,000,000 authorized but unissued Class A ordinary shares, and 50,000,000 authorized but unissued Class B ordinary shares, with the same par value as the existing 500,000,000 authorized ordinary shares, par value $0.0001 per share (the “Existing Authorized Shares”), and to rank pari passu with the Class A ordinary shares and Class B ordinary shares which are comprised in the Existing Authorized Shares (the “Increase of Authorized Share Capital”). Upon the approval of the Increase of Authorized Share Capital by the Company’s shareholders through an ordinary resolution, the authorized share capital of the Company shall become US$500,000 divided into 5,000,000,000 ordinary shares of a par value of US$0.0001 each, comprising of 4,900,000,000 Class A ordinary shares, par value of US$0.0001 each, and 100,000,000 Class B ordinary shares, par value of US$0.0001 each.

 

On November 12, 2020, pursuant to Articles 17.1 and 22.8 of the Fifth Amended and Restated Memorandum and Articles of Association of the Company, the Increase of Authorized Share Capital was approved by written ordinary resolutions signed by not less than two-thirds of the shareholders of the Company entitled to vote at a general meeting of the Company. A copy of the form of written ordinary resolutions is attached as Exhibit 99.1.

 

Exhibits

 

Exhibit No.   Description
99.1   Form of Written Ordinary Resolutions of SOS Limited.
     

 

 

 

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: November 16, 2020

  

  SOS Limited
     
  By: /s/ Yandai Wang
  Name:  Yandai Wang
  Title: Chief Executive Officer

 

 

 

Exhibit 99.1

 

SOS Limited

 

(the “Company”)

Written Resolutions of the Shareholders of the Company dated November 12, 2020

in accordance with the Memorandum and Articles of Association of the Company

 

The undersigned, being not less than two-thirds of the shareholders in the Company entitled to vote at a general meeting of the Company, an exempted company incorporated under the laws of the Cayman Islands, pursuant to the Company's Fifth Amended and Restated Memorandum and Articles of Association (the “Articles”) HEREBY adopt and pass the resolutions set out below.

 

Increase of Authorised Share Capital

 

IT IS NOTED THAT

 

(A) The Company’s authorised share capital currently consists of US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each, comprising of 450,000,000 Class A Ordinary Shares of a par value of US$0.0001 each and 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each.

 

(B) In accordance with Article 17.1 of the Articles, the Company proposes to increase its authorised share capital.

 

IT IS RESOLVED, AS AN ORDINARY RESOLUTION, that the authorised share capital of the Company be and is hereby increased from US$50,000 divided into 500,000,000 shares of a par value of US$0.0001 each, comprising of 450,000,000 Class A Ordinary Shares of a par value of US$0.0001 each and 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each, by the creation of an additional 4,450,000,000 Class A Ordinary Shares of a par value of US$0.0001 each (to rank pari passu in all respects with the existing Class A Ordinary Shares), and an additional 50,000,000 Class B Ordinary Shares of a par value of US$0.0001 each (to rank pari passu in all respects with the existing Class B Ordinary Shares), so that, following and as a result of the increase of authorised share capital, the authorised share capital of the Company shall be US$500,000 divided into 5,000,000,000 shares of a par value of US$0.0001 each, comprising of 4,900,000,000 Class A Ordinary Shares of a par value of US$0.0001 each and 100,000,000 Class B Ordinary Shares of a par value of US$0.0001 each.

 

RESOLVED, that in connection with the actions contemplated by the foregoing resolution, any director or officer of the Company or duly authorised attorney of the Company (an “Attorney”) be, and each hereby is, authorised, in the name and on behalf of the Company, to do such further acts and things as the director, Attorney or any officer shall deem necessary or appropriate in connection with, or to carry out the actions contemplated by, the foregoing resolutions.

 

RESOLVED, that any and all actions of the Company, of the directors, Attorney(s) or any officer, taken in connection with the actions contemplated by the foregoing resolutions prior to the execution hereof be and hereby are ratified, confirmed, authorised, approved and adopted in all respects as fully as if each such action had been presented to for approval, and approved by the shareholder prior to such action being taken.

 

 

 

 

IN WITNESS WHEREOF, each of the undersigned has executed these resolutions, which may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument, as of the date indicated alongside its name below and acknowledges that the effective date of the resolutions is as of the last date indicated below.

Name of Shareholder   Number of Class A Ordinary Shares   Number of Class B Ordinary Shares   Total voting power
             

 

Signature:    
     
Name:    
     
Date: