Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

 

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 2024

 

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: [phone]

(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  x     Form 40-F  ¨

 

 

 

 

 

 

EXHIBIT INDEX

 

Number		Description of Document
99.1		Press release
99.2		Notice of Annual General Meeting
99.3		Form of Proxy for the Annual General Meeting

 

2 

 

 

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.

 

		iClick Interactive Asia Group Limited
	By:	/s/ Josephine Ngai
	Name:	Josephine Ngai
	Title:	Chief Financial Officer

 

Date: September 11, 2024

 

3 

 

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

iClick Interactive Asia Group Limited Schedules

2024 Annual General Meeting for September 30, 2024

 

HONG KONG — September 11, 2024 — iClick Interactive Asia Group Limited (“iClick” or the “Company”) (NASDAQ: ICLK), a leading enterprise and marketing cloud platform in China that empowers worldwide brands with full-stack consumer lifecycle solutions, today announced that it will hold its 2024 annual general meeting (the “AGM”) on September 30, 2024 at 9:00 a.m. (Hong Kong time) or on September 29, 2024 at 9:00 p.m. (New York time) in Hong Kong, People’s Republic of China.

 

Date:		September 30, 2024 (Hong Kong Time) or September 29, 2024 (New York Time)
Time:		09:00 a.m. (Hong Kong time) or 09:00 p.m. (New York Time)
Location:		15/F Prosperity Millennia Plaza
		663 King’s Road, Quarry Bay, Hong Kong, China

 

The AGM will be devoted to the following proposals:

 

1.

As a special resolution, to approve the disposal of the Company’s demand side marketing solutions business in mainland China;

 

2.

As an ordinary resolution, to approve and ratify the disposal of the Company’s enterprise solutions business in mainland China;

 

3.

As an ordinary resolution, to approve and ratify the appointment of Mr. Winson Ip Wing Wai as an independent director of the Company; and

 

4.

To act upon such other matters as may properly come before the AGM or any adjournment or postponement thereof.

 

Only shareholders of record at the close of business on September 11, 2024 (New York Time) are entitled to receive notice of and to vote at the AGM or any adjournment or postponement thereof.

 

The notice of the AGM and the Company’s 2023 Annual Report containing the complete audited financial statements and the report of auditors for the year ended December 31, 2023 are available on the Investor Relations Section of the Company’s website at http://ir.i-click.com.

 

About iClick Interactive Asia Group Limited

 

Founded in 2009, iClick Interactive Asia Group Limited (NASDAQ: ICLK) is a leading enterprise and marketing cloud platform in China. iClick’s mission is to empower worldwide brands to unlock the enormous market potential of smart retail. With its leading proprietary technologies, iClick’s full suite of data-driven solutions helps brands drive significant business growth and profitability throughout the full consumer lifecycle. For more information, please visit ir.i-click.com.

 

 

 

 

For investor and media inquiries, please contact:
In China:		In the United States:
iClick Interactive Asia Group Limited		Core IR
Catherine Chau		Tom Caden
Phone: [phone]		Phone: [phone]
E-mail: [e-mail]		E-mail: [e-mail]

 

 

 

 

Exhibit 99.2

 

 

 

ICLICK INTERACTIVE ASIA GROUP LIMITED

 

NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON SEPTEMBER 30, 2024

 

NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of iClick Interactive Asia Group Limited (“iClick” or the “Company”) (NASDAQ: ICLK) will be held on September 30, 2024 at 9:00 a.m. (Hong Kong time), or on September 29, 2024 at 9:00 p.m. (New York time) at 15/F Prosperity Millennia Plaza, 663 King’s Road, Quarry Bay, Hong Kong, People’s Republic of China, for the following purposes:

 

1.

As a special resolution, to approve the disposal of the Company’s demand side marketing solutions business in mainland China;

 

2.

As an ordinary resolution, to approve and ratify the disposal of the Company’s enterprise solutions business in mainland China;

 

3.

As an ordinary resolution, to approve and ratify the appointment of Mr. Winson Ip Wing Wai as an independent director of the Company; and

 

4.

To act upon such other matters as may properly come before the AGM or any adjournment or postponement thereof.

 

The board of directors of the Company has fixed the close of business on September 11, 2024 (New York time) as the record date (the “Record Date”). Only holders of the Company’s ordinary shares, whether or not represented by the Company’s American Depositary Shares (the “ADS”), on the Record Date are entitled to receive notice of and to vote at the AGM or any adjournment or postponement thereof. Beneficial owners of the ADSs are welcome to attend the AGM.

 

If you are a holder of our ordinary shares on the Record Date, you are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM 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, People’s Republic of China, by email to [e-mail] as soon as possible and in any event no later than 9:00 a.m. September 28, 2024 (Hong Kong time), or 9:00 p.m., September 27, 2024 (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 AGM 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 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.

 

Our board of directors appreciates your continuing support and urges you to support the above resolutions.

 

 

 

The Company’s 2023 Annual Report containing the complete audited financial statements and the report of auditors for the year ended December 31, 2023 are available on the Investor Relations Section of the Company’s website at http://ir.i-click.com.

 

	BY ORDER OF THE BOARD OF DIRECTORS
	/s/ Jian Tang
	Jian Tang
	Chairman
	Date: September 11, 2024

 

 

 

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, PEOPLE’S REPUBLIC OF CHINA, ON SEPTEMBER 30, 2024 AT 9:00 A.M. (HONG KONG TIME), OR ON SEPTEMBER 29, 2024 AT 9:00 P.M. (NEW YORK TIME)

 

I/We (note (1))

 

of

 

being the registered holder(s) of (note (2))

 

shares of US$0.001 each in the capital

 

of the Company (“Share(s)”), hereby appoint (note (3)) the chairman of the Meeting or

 

of

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, People’s Republic of China, on September 30, 2024 at 9:00 a.m. (Hong Kong time), or on September 29, 2024 at 9:00 p.m. (New York time) and at any adjournment thereof and to vote on my/our behalf as directed below.

 

Please indicate with a “X” in the spaces provided how you wish the proxy to vote on your behalf.

 

Resolutions:

 

		FOR	AGAINST	ABSTAIN
1.	AS A SPECIAL RESOLUTION THAT, the disposal of the Company’s demand side marketing solutions business in mainland China, be and is hereby approved;	¨	¨	¨

 

2.

AS AN ORDINARY RESOLUTION THAT, the disposal of the Company’s enterprise solutions business in mainland China, be and is hereby approved and ratified; and

¨

¨

¨

 

3.

AS AN ORDINARY RESOLUTION THAT, the appointment of Mr. Winson Ip Wing Wai as an independent director of the Company be and is hereby approved and ratified.

¨

¨

¨

 

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 __________________2024.

 

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:

 

 

 

 

	1.	Full name(s) and address(es) to be inserted in BLOCK CAPITAL LETTERS.
	2.	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).
	3.	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.
	4.	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.
	5.	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.
	6.	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.
	7.	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.
	8.	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, People’s Republic of China, by email to [e-mail] as soon as possible and in any event no later than 9:00 a.m. September 28, 2024 (Hong Kong time), or 9:00 p.m. September 27, 2024 (New York time).
	9.	Any alterations made to this form should be initialled by the person who signs it.
	10.	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.

 

 

 

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