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: 001-38313
iClick Interactive Asia Group Limited
(Translation of registrant’s name into English)
15/F
Prosperity Millennia Plaza
663 King’s Road, Quarry Bay
Hong Kong S.A.R., People’s Republic of China
Tel: +852 3700 9000
(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): ☐
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Description of Document |
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99.1 |
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99.2 |
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99.3 |
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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.
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iClick Interactive Asia Group Limited |
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By: |
/s/ Terence Li |
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Name: |
Terence Li |
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Title: |
Chief Financial Officer |
Date: November 23, 2020
Exhibit 99.1
FOR IMMEDIATE RELEASE
iClick Interactive Asia Group Limited Schedules
2020 Annual General Meeting for December 23, 2020
HONG KONG — November 23, 2020 — iClick Interactive Asia Group Limited (“iClick” or the “Company”) (NASDAQ: ICLK), an independent online marketing and enterprise data solutions provider in China, today announced that it will hold its 2020 annual general meeting on December 23, 2020 at 9:00 a.m. (Hong Kong time) in Hong Kong, China.
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Date: |
December 23, 2020 |
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Time: |
09:00 a.m., Hong Kong time |
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Location: |
15/F Prosperity Millennia Plaza |
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663 King’s Road, Quarry Bay, Hong Kong, China |
The annual general meeting will be devoted to the following proposals:
1. To appoint and ratify the appointment of Mr. Matthew Chu Pong Fong as director of the Company;
2. To act upon such other matters as may properly come before the Company’s annual general meeting or any adjournment or postponement thereof.
Only shareholders of record at the close of business on November 23, 2020 (New York Time) are entitled to receive notice of and to vote at the Company’s annual general meeting or any adjournment or postponement thereof.
The notice of the Company’s annual general meeting and the Company’s 2019 Annual Report containing the complete audited financial statements and the report of auditors for the year ended December 31, 2019 is available on the Investor Relations Section of the Company’s website at http://ir.i-click.com.
About iClick Interactive Asia Group Limited
iClick Interactive Asia Group Limited (NASDAQ: ICLK) is an independent online marketing and enterprise data solutions provider that connects worldwide marketers with audiences in China. Built on cutting-edge technologies, iClick’s proprietary platform possesses omni-channel marketing capabilities and fulfils various marketing objectives in a data-driven and automated manner, helping both international and domestic marketers reach their target audiences in China. Headquartered in Hong Kong, iClick was established in 2009 and is currently operating in ten locations worldwide including Asia and Europe.
Safe-Harbor Statement
This press release contains forward-looking statements. These statements constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Such statements are based upon management’s current expectations and current market and operating conditions and relate to events that involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Company’s control. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’s fluctuations in growth; its success in implementing its mobile and new retail strategies, including
extending its solutions beyond its core online marketing business; its success in structuring a CRM & Marketing Cloud platform; relative percentage of its gross billing recognized as revenue under the gross and net models; its ability to retain existing clients or attract new ones; its ability to retain content distribution channels and negotiate favorable contractual terms; market competition, including from independent online marketing technology platforms as well as large and well-established internet companies; market acceptance of online marketing technology solutions and enterprise solutions; effectiveness of its algorithms and data engines; its ability to collect and use data from various sources; ability to integrate and realize synergies from acquisitions, investments or strategic partnership; the duration of the COVID-19 outbreak and its potential impact on the Company’s business and financial performance; fluctuations in foreign exchange rates; general economic conditions in China and other jurisdictions where the Company operates; and the regulatory landscape in China and other jurisdictions where the Company operates. Further information regarding these and other risks is included in the Company’s annual report on Form 20-F and other filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
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For investor and media inquiries, please contact: |
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In China: |
In the United States: |
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iClick Interactive Asia Group Limited |
Core IR |
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Lisa Li |
Tom Caden |
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Phone: +86-21-3230-3931 #892 |
Phone: +1-516-222-2560 |
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E-mail: ir@i-click.com |
E-mail: tomc@coreir.com |
Exhibit 99.2
ICLICK INTERACTIVE ASIA GROUP LIMITED
NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON DECEMBER 23, 2020
NOTICE IS HEREBY GIVEN that the annual general meeting of iClick Interactive Asia Group Limited (“iClick” or the “Company”) (NASDAQ: ICLK) will be held on December 23, 2020 at 9:00 a.m. (Hong Kong time), or December 22, 2020 at 8:00 p.m. (New York time) at 15/F Prosperity Millennia Plaza, 663 King’s Road, Quarry Bay, Hong Kong, for the following purposes:
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To approve and ratify the appointment of Mr. Matthew Chu Pong Fong (whose resume is attached hereto as Exhibit A) as director of the Company; and |
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To act upon such other matters as may properly come before the Company’s annual general meeting or any adjournment or postponement thereof. |
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The board of directors of the Company has fixed the close of business on November 23, 2020 (New York time) as the record date (the “Record Date”). Only holders of our ordinary shares, whether or not represented by American Depositary shares (the “ADS”), on the Record Date are entitled to receive notice of and to vote at the Company’s annual general meeting or any adjournment or postponement thereof.
If you are a holder of our ordinary shares on the Record Date, you are cordially invited to attend the annual general meeting in person. Your vote is important. If you cannot attend the annual general meeting in person, you are urged to complete, sign, date and return the accompanying form of proxy by mail to the Company’s Hong Kong office at 15/F Prosperity Millennia Plaza, 663 King’s Road, Quarry Bay, Hong Kong, Attention: Terence Li, by email to terence.li@i-click.com as soon as possible and in any event no later than 9:00 a.m., December 21, 2020 (Hong Kong time), or 8:00 p.m., December 20, 2020 (New York time).
If you are a registered holder of our ADSs as at the Record Date, the depositary, JPMORGAN CHASE BANK, N.A., (the “Depositary”) will forward to you the information of our annual general meeting and ask you to provide your voting instructions with respect to the shares represented by your ADSs. Holders of our ADSs who wish to exercise their voting rights for the underlying shares must act through the Depositary. For your voting instructions to be valid, you must comply with the instructions provided by or on behalf of the Depositary, and the Depositary must receive your voting instructions in the manner and on or before the date specified (the “ADS Voting Instructions Deadline”). Voting at any meeting of shareholders is by show of hands unless a poll is demanded. In the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct JPMorgan Chase Bank, N.A., Hong Kong Branch, (the “Custodian”) to vote all shares in accordance with the voting instructions received from a majority of holders of ADSs who provided voting instructions. In the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the shares in accordance with the voting instructions received from the holders of ADSs. The Depositary will only vote or attempt to vote as you instruct and as further described below. Please note that if the Depositary does not receive instructions from a holder as of the Record Date on or before the ADS Voting Instructions Deadline, such holder shall be deemed, and the Depositary is instructed to deem such holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the deposited securities represented by the ADSs evidenced by such holder’s receipts as to which such instructions are so given, provided that no such instruction shall be deemed given and no discretionary proxy shall be given (a) if the Company informs the Depositary in writing (and the Company agrees to provide the Depositary with such information promptly in writing) that (i) it does not wish such proxy to be given, (ii) substantial opposition exists with respect to any agenda item for which the proxy would be given or (iii) the agenda item in question, if approved, would materially or adversely affect the rights of holders of shares and (b) unless, with respect to such meeting, the Depositary has been provided with an opinion of counsel to the Company, in form and substance satisfactory to the Depositary, to the effect that (a) the granting of such discretionary proxy does not subject the Depositary to any reporting obligations in the
Exhibit 99.2
Cayman Islands, (b) the granting of such proxy will not result in a violation of Cayman Islands law, rule, regulation or permit and (c) the voting arrangement and deemed instruction as contemplated herein will be given effect under Cayman Islands law. The Depositary will not itself exercise any voting discretion. Furthermore, neither the Depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/ Wing Hong Sammy Hsieh |
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Wing Hong Sammy Hsieh |
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Chairman |
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Date: November 23, 2020 |
Resume of Candidate for Director
Mr. Matthew Chu Pong Fong has served as our director since January 2020. Mr. Fong has more than 10 years of professional experience in auditing, corporate finance and financial management for both private and listed corporations. He held multiple financial leadership positions, including as a manager at a Hong Kong-based multi-strategy private investment fund, from 2015 to 2017, and the chief financial officer of Fornton Group Limited, a knitwear manufacturer, from 2011 to 2014. Mr. Fong also led teams in performing financial audit-related engagements including initial public offering and acquisition at Ernst & Young from 2007 to 2009. Mr. Fong obtained his bachelor degree in accountancy from The Hong Kong Polytechnic University in 2003 and is currently a fellow member of the Association of Chartered Certified Accountants.
Exhibit 99.3
ICLICK INTERACTIVE ASIA GROUP LIMITED
(Incorporated in the Cayman Islands with limited liability)
FORM OF PROXY
FORM OF PROXY FOR USE BY SHAREHOLDERS OF ICLICK INTERACTIVE ASIA GROUP LIMITED (THE “COMPANY”) AT THE ANNUAL GENERAL MEETING OF THE COMPANY (THE “MEETING”) TO BE held at 15/F Prosperity Millennia Plaza, 663 King’s Road, Quarry Bay, Hong Kong, on December 23, 2020 at 9:00 a.m. (HONG KONG time), oR December 22, 2020 at 8:00 P.m. (New York time)
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I/We (note (1)) |
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of |
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being the registered holder(s) of (note (2)) |
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shares of US$0.001 each in the capital |
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of the Company (“Share(s)”), hereby appoint (note (3)) the chairman of the Meeting or _________________________________ |
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of |
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to act as my/our proxy for the Meeting to be held at 15/F Prosperity Millennia Plaza, 663 King’s Road, Quarry Bay, Hong Kong, on December 23, 2020 at 9:00 a.m. (Hong Kong time), or on December 22, 2020 at 8:00 p.m. (New York time) and at any adjournment thereof and to vote on my/our behalf as directed below. |
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Please indicate with a “X” in the spaces provided how you wish the proxy to vote on your behalf. |
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Resolutions:
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FOR
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AGAINST
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ABSTAIN
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AS AN ORDINARY RESOLUTION THAT, in accordance with the requirement in the Company's Articles of Association, the appointment of Mr. Matthew Chu Pong Fong as a director of the Company be and is hereby approved and ratified.
AS AN ORDINARY RESOLUTION THAT such other matters as may properly come before the Meeting or any adjournment or postponement thereof, be and are hereby approved. |
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I/we also hereby authorise/do not authorise* my/our said proxy to vote for me/us on my/our behalf in respect of any other resolutions and/or amended resolutions in his absolute discretion at the annual general meeting, or at any adjournment thereof.
Dated this __________ day of __________________2020.
Shareholder’s Signature: ____________________________ (notes (4) and (5))
☐ Please tick here if you are appointing more than 1 proxy. Number of shares proxy appointed over.
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS. |
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Please insert the number of shares registered in your name(s) in each class; if no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s). |
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A proxy need not be a member of the Company. If a proxy other than the chairman of the Meeting is appointed, the appointor must delete the words “the chairman of the Meeting or” and insert the name and address of the proxy desired in the space provided. |
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In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names stated in the Register of Members of the Company in respect of such joint holding. |
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This form of proxy must be signed by the appointor, or his attorney duly authorised, in writing, or if such appointor is a corporation, either under its common seal, or under the hand of an officer or attorney so authorised. |
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If this form is returned duly signed but without a specific direction, the proxy will vote or abstain at his discretion. The proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting. |
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The ‘Vote Abstain’ option is provided to enable you to abstain from voting on the resolutions. However, it should be noted that a ‘Vote Abstain’ is not a vote in law and will not be counted in the calculation of the proportion of the votes ‘For’ and ‘Against’ a resolution. |
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In order to be valid, this form of proxy together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be delivered to the Company’s Hong Kong office at 15/F Prosperity Millennia Plaza, 663 King's Road, Quarry Bay, Hong Kong, Attention: Terence Li, by email to terence.li@i-click.com as soon as possible and in any event no later than 9:00 a.m. December 21, 2020 (Hong Kong time), or 8:00 p.m. December 20, 2020 (New York time). |
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Any alterations made to this form should be initialled by the person who signs it. |
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To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope. |