0001193125-15-413674.txt : 20151228 0001193125-15-413674.hdr.sgml : 20151225 20151228070400 ACCESSION NUMBER: 0001193125-15-413674 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20151228 FILED AS OF DATE: 20151228 DATE AS OF CHANGE: 20151228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NQ Mobile Inc. CENTRAL INDEX KEY: 0001509986 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35145 FILM NUMBER: 151307939 BUSINESS ADDRESS: STREET 1: No. 4 Building, 11 Heping Li East Street STREET 2: Dongcheng District CITY: Beijing STATE: F4 ZIP: 100013 BUSINESS PHONE: (86-10) 8565-5555 MAIL ADDRESS: STREET 1: No. 4 Building, 11 Heping Li East Street STREET 2: Dongcheng District CITY: Beijing STATE: F4 ZIP: 100013 FORMER COMPANY: FORMER CONFORMED NAME: NetQin Mobile Inc. DATE OF NAME CHANGE: 20110111 6-K 1 d83175d6k.htm FORM 6-K Form 6-K

 

 

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 December 2015

 

 

Commission File Number: 001-35145

 

 

NQ Mobile Inc.

 

 

No. 4 Building

11 Heping Li East Street

Dongcheng District

Beijing 100013

The 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  x            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):  ¨

 

 

 


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.

 

NQ Mobile Inc.
By:  

/s/ Vincent Wenyong Shi

Name:   Vincent Wenyong Shi
Title:   Chairman and Chief Operating Officer

Date: December 28, 2015

 

2


EXHIBIT INDEX

 

Exhibit No.

  

Description

Exhibit 99.1    Press release
Exhibit 99.2    Notice of the Annual General Meeting
Exhibit 99.3    Form of Proxy for the Annual General Meeting
Exhibit 99.4    Ballot for the Annual General Meeting
Exhibit 99.5    Depositary’s Notice and Voting Card for American Depositary Shares

 

3

EX-99.1 2 d83175dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

NQ Mobile Inc. to Hold 2015 Annual General Meeting on January 20, 2016

BEIJING and DALLAS, December 23, 2015 — NQ Mobile Inc. (NYSE: NQ) (“NQ Mobile” or the “Company”), a leading global provider of mobile internet services, today announced that it will hold its 2015 annual general meeting of shareholders at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on January 20, 2016 at 10 a.m. (Hong Kong time). Holders of common shares of the Company whose names are on the register of members of the Company at the close of business on December 14, 2015 are entitled to receive notice of the annual general meeting or any adjournment thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying common shares must act through the depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas.

The purpose of the annual general meeting is for the Company’s shareholders to consider, and if thought fit, approve an amendment to the definition of “Affiliate” in Article 1 of the Company’s Articles of Association, as previously approved by the Company’s directors.

The notice of the annual general meeting is available on the Investor Relations section of the Company’s website at http://ir.nq.com. NQ Mobile has filed its annual report on Form 20-F, including its audited financial statements for the fiscal year ended December 31, 2014, with the U.S. Securities and Exchange Commission (the “SEC”). NQ Mobile’s Form 20-F can be accessed on the above-mentioned Company website, as well as on the SEC’s website at http://www.sec.gov.

Shareholders may request a hard copy of the Company’s annual report on Form 20-F, free of charge, by contacting NQ Mobile at http://ir.nq.com or by writing to NQ Mobile at No. 4 Building, 11 Heping Li East Street, Dongcheng District, Beijing 100013, The People’s Republic of China, telephone: +86 (10) 6452 2017.

About NQ Mobile Inc.

NQ Mobile Inc. (NYSE: NQ) is a leading global provider of consumer and enterprise mobile internet services. NQ Mobile’s portfolio of offerings includes mobile security and productivity, mobile search, mobile games and advertising applications for the consumer market and consulting, mobile platforms, and mobility management services for the enterprise market. NQ Mobile maintains dual headquarters in Dallas, Texas, USA and Beijing, China. For more information on NQ Mobile, please visit http://www.nq.com.


Forward Looking Statements

This news release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and 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” and similar statements. All statements other than statements of historical fact in this press release are forward-looking statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on management’s current expectations, assumptions, estimates and projections about the Company and the industry in which the Company operates, but involve a number of unknown risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.

INVESTOR RELATIONS:

NQ Mobile Inc.

Email: investors@nq.com

Phone: +1 469 310 5281

+852 3975 2853

+86 10 6452 2017

Twitter: @NQMobileIR

EX-99.2 3 d83175dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

NQ MOBILE INC.

(Incorporated in the Cayman Islands with limited liability)

(NYSE: NQ)

 

 

NOTICE OF THE ANNUAL GENERAL MEETING

to Be Held on January 20, 2016

(or any adjourned meeting thereof)

NOTICE IS HEREBY GIVEN that an annual general meeting (“AGM”) of NQ Mobile Inc. (the “Company”) will be held at 42nd Floor, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on January 20, 2016 at 10 a.m. (Hong Kong time), and at any adjourned meeting thereof for the following purpose:

 

  1. To consider and, if thought fit, pass the following resolution:

RESOLVED, as a special resolution:

THAT the Company’s Articles of Association be amended by deleting the definition of “Affiliate” in Article 1 and replacing therewith the following new definition:

‘Affiliate – with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with such specified Person, and for individual Persons, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, and any entity controlled by any of the foregoing.’

THAT each director or officer of the Company be and is hereby authorized to take any and every action that might be necessary, appropriate or desirable to effect the foregoing resolution as such director or officer, in his absolute discretion, thinks fit.”

 

  2. To transact any such other business that may properly come before the meeting.

The board of directors of the Company has fixed the close of business on December 14, 2015 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of the AGM or any adjourned meeting thereof.

Please refer to the accompanying Form of Proxy, which is made a part of this notice. Holders of record of the Company’s Class A or Class B common shares, par value US$0.0001 per share (the “Common Shares”), at the close of business on the Record Date, are entitled to vote at the AGM and any adjourned meeting thereof. Holders of the Company’s American depositary shares (“ADSs”) who wish to exercise their voting rights for the underlying Common Shares must act through Deutsche Bank Trust Company Americas, the depositary bank for the Company’s ADS program.


Holders of record of the Company’s common shares as of the Record Date 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 proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.

Shareholders may obtain a copy of the Company’s annual report, free of charge, from the Company’s website at http://ir.nq.com, or by contacting NQ Mobile Inc. at investors@nq.com, or by writing to NQ Mobile Inc. at No. 4 Building, 11 Heping Li East Street, Dongcheng District, Beijing 100013, The People’s Republic of China, telephone: +86 (10) 6452 2017.

 

By Order of the Board of Directors,

/s/ Vincent Wenyong Shi

Vincent Wenyong Shi
Chairman of the Board of Directors

Beijing and Dallas, December 23, 2015

EX-99.3 4 d83175dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

NQ Mobile Inc.

(Incorporated in the Cayman Islands with limited liability)

(NYSE Ticker: NQ)

 

 

Form of Proxy for the Annual General Meeting

to Be Held on January 20, 2016

(or any adjourned meeting thereof)

Introduction

This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of NQ Mobile Inc., a Cayman Islands company (the “Company”), of proxies from the holders of the issued and outstanding common shares, par value US$ 0.0001 per share, of the Company (the “Common Shares”) to be exercised at the annual general meeting of the Company (the “AGM”) to be held at 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on January 20, 2016 at 10:00 a.m. (local time), and at any adjourned meeting thereof, for the purposes set forth in the accompanying Notice of the Annual General Meeting (the “AGM Notice”).

Only the holders of record of the Common Shares at the close of business on December 14, 2015 (the “Record Date”) are entitled to notice of and to vote at the AGM. In respect of the matters requiring shareholders’ vote at the AGM, each Class A Common Share is entitled to one vote and each Class B Common Share is entitled to ten votes. The quorum of the AGM is at least one shareholder holding no less than an aggregate of one-third of all voting share capital of the Company in issue present in person or by proxy and entitled to vote at the AGM. This Form of Proxy and the accompanying AGM Notice will be first mailed to the shareholders of the Company on or about December 17, 2015.

The Common Shares represented by all properly executed proxies returned to the Company will be voted at the AGM as indicated or, if no instruction is given, the holder of the proxy will vote the shares in his discretion, unless a reference to the holder of the proxy having such discretion has been deleted and initialed on this Form of Proxy. Where the chairman of the AGM acts as proxy and is entitled to exercise his discretion, he is likely to vote the shares FOR the resolutions. As to any other business that may properly come before the AGM, all properly executed proxies will be voted by the persons named therein in accordance with their discretion. The Company does not presently know of any other business which may come before the AGM. However, if any other matter properly comes before the AGM, or any adjourned meeting thereof, which may properly be acted upon, unless otherwise indicated the proxies solicited hereby will be voted on such matter in accordance with the discretion of the proxy holders named therein. Any person giving a proxy has the right to revoke it at any time before it is exercised (i) by filing with the Company a duly signed revocation or a new proxy form, duly completed, signed and bearing a later date, at its offices at Building No. 4, 11 Hepingli East Street, Dongcheng District, Beijing, the People’s Republic of China no later than 48 hours before the time for the holding of the AGM or (ii) by voting in person at the AGM.

To be valid, this Form of Proxy must be completed, signed and returned to the Company’s offices (to the attention of: Ms. Susie Shan) at Building No. 4, 11 Hepingli East Street, Dongcheng District, Beijing, the People’s Republic of China as soon as possible so that it is received by the Company no later than 48 hours before the time of the AGM.

 

1


NQ Mobile Inc.

(Incorporated in the Cayman Islands with limited liability)

(NYSE Ticker: NQ)

 

 

Form of Proxy for the Annual General Meeting

to Be Held on January 20, 2016

(or any adjourned meeting thereof)

 

I/We                      of                                         , being the registered holder of                      Common Shares 1, par value US$0. 0001 per share, of NQ Mobile Inc. (the “Company”), hereby appoint the Chairman of the Annual General Meeting 2 or                      of                      as my/our proxy to attend and act for me/us at the Annual General Meeting (or at any adjourned meeting thereof) of the Company to be held at 42/F, Edinburgh Tower, The Landmark, 15 Queen’s Road Central, Hong Kong on January 20, 2016 at 10:00 a.m.(local time), and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit 3.

 

No.

  

RESOLUTIONS

  

FOR 3

  

AGAINST 3

  

ABSTAIN 3

1.   

The special resolution as set out in the Notice of the Annual General Meeting regarding the approval of an amendment to the definition of “Affiliate” in Article 1 of the Company’s Articles of Association, as previously approved by the Company’s directors and as set forth below:

 

“Affiliate – with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with such specified Person, and for individual Persons, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, and any entity controlled by any of the foregoing.”

        

 

Dated  

 

    Signature(s) 4  

 

 

1  Please insert the number and class (i.e., Class A or Class B) of Common Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
2  If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.
3  IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.
4  This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.

 

2

EX-99.4 5 d83175dex994.htm EX-99.4 EX-99.4

Exhibit 99.4

NQ Mobile Inc.

(Incorporated in the Cayman Islands with limited liability)

(NYSE Ticker: NQ)

 

 

Ballot for the Annual General Meeting

to Be Held on January 20, 2016

(or any adjourned meeting thereof)

I/We                      of                                         , being the registered holder of                                          common shares1, par value US$0.0001 per share, of NQ Mobile Inc. (the “Company”), hereby cast my ballot as follows:

 

No.

  

RESOLUTION

  

FOR 2

  

AGAINST 2

  

ABSTAIN 2

1.   

The special resolution as set out in the Notice of the Annual General Meeting regarding the approval of an amendment to the definition of “Affiliate” in Article 1 of the Company’s Articles of Association, as previously approved by the Company’s directors and as set forth below:

 

“Affiliate – with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with such specified Person, and for individual Persons, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, and any entity controlled by any of the foregoing”

        

 

Signature(s) 3

 

 

1  Please insert the number and class (i.e., Class A or Class B) of common shares registered in your name(s) to which this proxy relates. If no number is inserted, this ballot will be deemed to relate to all the shares in the Company registered in your name(s).
2  IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.
3  This ballot must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under seal or executed under the hand of an officer or attorney duly authorized to sign the same.
EX-99.5 6 d83175dex995.htm EX-99.5 EX-99.5

Exhibit 99.5

Deutsche Bank Trust Company Americas

Trust & Securities Services

Global Equity Services

DEPOSITARY RECEIPTS

Depositary’s Notice of Annual General Meeting of Shareholders of NQ Mobile Inc.:

 

Issue:    NQ Mobile Inc. / CUSIP 64118U108
Country:    Cayman Islands
Meeting Details:    Annual General Meeting of Shareholders of NQ Mobile Inc. on January 20, 2016 at 10:00 a.m. (local time) at 42/F Edinburgh Tower, The Landmark, 15 Queens Road Central, Hong Kong
Meeting Agenda:    The Company’s Notice of Meeting is attached
Voting Deadline:    On or before January 15, 2016 at 3:00 pm (New York City time)
ADR Record Date:    December 14, 2015
Ordinary: ADS ratio    5 Class A Common Shares : 1 American depositary share (ADS)

Holders of American Depositary Receipts (ADRs) representing Class A common shares (the “Deposited Securities”) of NQ Mobile Inc. (the “Company”) are hereby notified of the Company’s Annual General Meeting of shareholders. A copy of the Notice of Meeting from the Company, which includes the agenda for such meeting, is attached.

In accordance with the provisions of the Deposit Agreement governing the ADSs, registered holders of ADSs at the close of business on the ADS Record Date will be entitled, subject to any applicable law, the Memorandum and Articles of Association and the provisions of or governing the shares, to instruct the Depositary as to the exercise of the voting rights pertaining to the shares represented by such Holder’s ADSs. A voting instruction form is enclosed for that purpose.

Upon the timely receipt of written voting instructions on the voting instruction form, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, the Memorandum and Articles of Association and the provisions of or governing the shares, to vote or cause the Custodian to vote the shares represented by ADSs for which voting instructions were received or deemed to have been received.

In the event that (i) the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the shares represented by such Holder’s ADSs or (ii) no timely instructions are received by the Depositary from a Holder with respect to any of the shares represented by the ADSs held by such Holder on the ADS Record Date, the Depositary shall deem such Holder to have instructed the Depositary to give a discretionary proxy to a person designated by the Company with respect to such shares and the Depositary shall give a discretionary proxy to a person designated by the Company to vote such shares, provided, however, that no such instruction shall be deemed to have been given and no such discretionary proxy shall be given with respect to any matter as to which the Company informs the Depositary (and the Company has agreed to provide such information as promptly as practicable in writing, if applicable) that (x) the Company does not wish to give such proxy, (y) the Company is aware or should reasonably be aware that substantial opposition exists from Holders against the outcome for which the person designated by the Company would otherwise vote or (z) the outcome for which the person designated by the Company would otherwise vote would materially and adversely affect the rights of holders of Shares, provided, further, that the Company will have no liability to any Holder or Beneficial Owner resulting from such notification. As of the date hereof, the Company has not informed the Depositary as to (x), (y) or (z).

In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with the Memorandum and Articles of Association, the Depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the Depositary from Holders shall lapse. The Depositary will have no obligation to demand voting on a poll basis with respect to any resolution and shall have no liability to any Holder or Beneficial Owner for not having demanded voting on a poll basis.

For further information, please contact:

Deutsche Bank - Depositary Receipts

Tel 212 250 9100

 

 

LOGO


ANNUAL GENERAL MEETING OF SHAREHOLDERS OF

NQ MOBILE, INC.

January 20, 2016

GO GREEN

 

  e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.  

Please vote, sign, date and

mail your proxy card in the

envelope provided so that

your vote is received on or

before 10:00 AM EST on

January 15, 2016.

i  Please detach along perforated line and mail in the envelope provided.  i

 

¢     00030000000000000000 4   012016

 

 

RESOLUTIONS PRESENTED FOR CONSIDERATION BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS ON JANUARY 20, 2016

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE  x

 

            FOR   AGAINST   ABSTAIN
   

1.     The special resolution as set out in the Notice of the Annual General Meeting regarding the approval of the amendment to the definition of “Affiliate” in Article 1 of the Company’s Articles of Association, as previously approved by the Company’s directors and as set forth below:

  ¨   ¨   ¨
 
   

“Affiliate – with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with such specified Person, and for individual Persons, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships, and any entity controlled by any of the foregoing”

 

 

 

 

    

           
To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.    

¨

       
Signature of Shareholder       Date:            Signature of Shareholder       Date:    

 

¢  

Note:   Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

   ¢     
GRAPHIC 7 g831751.jpg GRAPHIC begin 644 g831751.jpg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end