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 OF THE

SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2021

 

Commission File Number 001-35715

 

KBS FASHION GROUP LIMITED

(Translation of registrant’s name into English)

 

Xin Fengge Building

Yupu Industrial Park

Shishi City, Fujian Province 362700

People’s Republic of China

(Address of principal executive offices)

 

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): ☐

 

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

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): ☐

 

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

 

 

 

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.

 

Date: May 21, 2021 KBS Fashion Group Limited

 

  By: /s/ Sun Lei
    Sun Lei
    Chief Executive Officer

 

1

 

 

EXHIBIT INDEX

 

Exhibit Number   Description
99.1   Notice of Special Shareholder Meeting, dated May 21, 2021, to be mailed to the shareholder of record in connection with the special shareholder meeting to be held on June 16, 2021

 

 

2

 

 

Exhibit 99.1

 

KBS FASHION GROUP LIMITED, a Marshall Islands corporation

 

NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS

 

May 21, 2021

 

To the shareholders of KBS Fashion Group Limited, a Marshall Islands corporation (the “Company”):

 

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders of the Company will be held on June 16, 2021 at 9:00 a.m. local time at: Wingate by Wyndham Hainan Chengmai, 30 West Yongqing Road Yingbin Coast, Chengmai County, Chengmai, China 571900, to vote on the following proposals:

 

1. To amend Article VI, Section 1 of the Corporation’s Amended and Restated Articles of Incorporation dated October 30, 2012, as further amended by articles of amendment filed on October 31, 2014 and February 3, 2017 (collectively the “Articles”) such that, as permitted by Section 67(1) of the BCA, a majority of the Corporation’s shareholders may act by written consent without a meeting. As proposed to be amended, Article VI, Section 1 of the Articles would be amended in its entirety and replaced by the following provision:

 

“Action By Written Consent. Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than a majority of the total voting power of the then-outstanding capital stock of the Corporation entitled to vote, or such greater proportion as may be required under the BCA.” and

 

2. To approve the Company’s future issuance, in one or more tranches from time to time, of up to 1,500,000 shares of the Company’s common stock upon conversion of the Company’s issued and outstanding shares of Series A Convertible Preferred Stock by the holder(s) thereof.

 

Shareholders of record at the close of business on May 21, 2021 are entitled to notice of and to vote at the meeting. All stockholders are cordially invited to attend and participate. The business before the meeting will be limited to the items described above and no general discussion or presentations will be held.

 

  Sincerely,
   
  KBS Fashion Group Limited
   
  /s/ Sun Lei
  By: Sun Lei
  Chief Executive Officer