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 July 2025
Commission File Number: 001-38051
SOS Limited
(Translation of registrant’s name into English)
Building 6, East Seaview Park, 298 Haijing Road,
Yinzhu Street
West Coast New District, Qingdao City, Shandong Province 266400
People’s Republic of China
+86-532-86617117
(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 ☐
SOS Limited furnishes under the cover of Form 6-K the following:
Exhibits
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: July 15, 2025 | SOS Limited | |
By: | /s/ Yandai Wang | |
Name: | Yandai Wang | |
Title: | Chief Executive Officer |
2
Exhibit 99.1
SOS LIMITED
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 11, 2025
Notice is hereby given that SOS Limited, a Cayman Islands company (the “Company”), will hold its extraordinary general meeting of shareholders at 10:00 a.m., Eastern Time, on August 11, 2025 (the “Extraordinary General Meeting”) at Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province 266400, People’s Republic of China, to consider and, if thought fit, to pass, the following resolutions:
1. | As an ordinary resolution, to approve that the authorized share capital of the Company be increased by the creation of an additional 500,000,000 Class B Ordinary Shares of a par value of US$0.005 each to rank pari passu in all respects with the existing Class B Ordinary Shares (the “Increase of Authorized Share Capital”); |
2. | As an ordinary resolution, to approve that every 150 issued and unissued Class A Ordinary Shares of a par value of US$0.005 each and every 150 issued and unissued Class B Ordinary Shares of a par value of US$0.005 each in the share capital of the Company be consolidated into 1 Class A Ordinary Share of a par value of US$0.75 and 1 Class B Ordinary Share of a par value of US$0.75 respectively; |
3. | As an ordinary resolution, after the approval by the shareholders of Proposal 2, to approve that each authorized issued and unissued Class A Ordinary Share of a par value of US$0.75 and each authorized issued and unissued Class B Ordinary Share of a par value of US$0.75 be subdivided into 75 Class A Ordinary Shares of a par value of US$0.01 each and 75 Class B Ordinary Shares of a par value of US$0.01 each (the “Share Subdivision”); |
4. | To transact any such other business that may properly come before the Extraordinary General Meeting. |
Only holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) registered in the register of members at the close of business on June 30, 2025, New York time (the “Record Date”), can vote at the Extraordinary General Meeting or at any adjournment that may take place. If you are a holder of American Depositary Shares, please see the discussion in the attached proxy statement under the heading “Voting by Holders of American Depositary Shares.”
We cordially invite all holders of Ordinary Shares to attend the Extraordinary General Meeting in person. However, holders of Ordinary Shares entitled to attend and vote are entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. Holders of Class B Ordinary Shares may not appoint another holder of Class B Ordinary Shares as its proxy. If you are a holder of Ordinary Shares and whether or not you expect to attend the Extraordinary General Meeting in person, please mark, date, sign and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the Extraordinary General Meeting. If you send in your form of proxy and then decide to attend the Extraordinary General Meeting to vote your Ordinary Shares in person, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. The enclosed form of proxy is to be delivered to the attention of Ms. Vivian Liu, Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province 266400, People’s Republic of China, and must arrive no later than the time for holding the Extraordinary General Meeting or any adjournment thereof.
Shareholders may obtain a copy of the proxy materials, including the Company’s 2024 annual report, from the Company’s website at https://service.sosyun.com/sos_en/investorRoom.html or by submitting a request to IR@sosyun.com.
By Order of the Board of Directors, | |
/s/ Yandai Wang | |
Yandai Wang | |
Chairman and Chief Executive Officer | |
Date: July 14, 2025 |
SOS LIMITED
PROXY STATEMENT
GENERAL
The board of directors of SOS Limited, a Cayman Islands company (the “Company”), is soliciting proxies for the extraordinary general meeting of shareholders to be held on August 11, 2025 at 10:00 a.m., Eastern Time, or at any adjournment or postponement thereof (the “Extraordinary General Meeting”). The Extraordinary General Meeting will be held at Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province 266400, People’s Republic of China.
RECORD DATE, SHARE OWNERSHIP AND QUORUM
Record holders of Class A Ordinary Shares or Class B Ordinary Shares (collectively, “Ordinary Shares”) as of the close of business on June 30, 2025, New York time, are entitled to vote at the Extraordinary General Meeting. As of June 30, 2025, 992,097,584 of our Class A Ordinary Shares, par value US$0.005 per share, and 26,983,451 of our Class B Ordinary Shares, par value US$0.005 per share, were issued and outstanding. As of June 30, 2025, approximately 267,837,969 of our Class A Ordinary Shares were represented by American Depositary Shares (“ADSs”). One or more holders of Ordinary Shares which represent, in aggregate, not less than one-third (1/3) of the votes attaching to all issued and outstanding Ordinary Shares and entitled to vote, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, shall be a quorum for all purposes.
PROPOSALS TO BE VOTED ON
1. | As an ordinary resolution, to approve that the authorized share capital of the Company be increased by the creation of an additional 500,000,000 Class B Ordinary Shares of a par value of US$0.005 each to rank pari passu in all respects with the existing Class B Ordinary Shares (the “Increase of Authorized Share Capital”); |
2. | As an ordinary resolution, to approve that every 150 issued and unissued Class A Ordinary Shares of a par value of US$0.005 each and every 150 issued and unissued Class B Ordinary Shares of a par value of US$0.005 each in the share capital of the Company be consolidated into 1 Class A Ordinary Share of a par value of US$0.75 and 1 Class B Ordinary Share of a par value of US$0.75 respectively; |
3. | As an ordinary resolution, after the approval by the shareholders of Proposal 2, to approve that each authorized issued and unissued Class A Ordinary Share of a par value of US$0.75 and each authorized issued and unissued Class B Ordinary Share of a par value of US$0.75 be subdivided into 75 Class A Ordinary Shares of a par value of US$0.01 each and 75 Class B Ordinary Shares of a par value of US$0.01 each (the “Share Subdivision”); |
4. | To transact any such other business that may properly come before the Extraordinary General Meeting. |
The Board of Directors recommends a vote “FOR” each proposal from Proposals No. 1-4.
VOTING AND SOLICITATION
Each Class A Ordinary Share shall be entitled to one (1) vote on all matters subject to the vote at the Extraordinary General Meeting, and each Class B Ordinary Share shall be entitled to ten (10) votes on all matters subject to the vote at the Extraordinary General Meeting. At the Extraordinary General Meeting, every holder of Ordinary Shares present in person or by proxy may vote the fully paid Ordinary Shares held by such holder of Ordinary Shares. A resolution put to the vote of a meeting shall be decided on a poll. Except as required by applicable law and subject to the terms and conditions of the Articles of Association of the Company, the holders of Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on all matters submitted to a vote at the Extraordinary General Meeting. The affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting will be required to approve the proposals. In computing the majority, regard shall be had to the number of votes to which each holder of Ordinary Shares is entitled.
The costs of soliciting proxies will be borne by us. Proxies may be solicited by certain of our directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokers, fiduciaries and custodians holding in their names our Ordinary Shares or ADSs beneficially owned by others to forward to those beneficial owners.
VOTING BY HOLDERS OF ORDINARY SHARES
Holders of Ordinary Shares whose shares are registered in their own names may vote by attending the Extraordinary General Meeting in person, or by completing, dating, signing and returning the enclosed form of proxy to the attention of Ms. Vivian Liu, Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province 266400, People’s Republic of China, and must arrive no later than the time for holding the Extraordinary General Meeting or any adjournment thereof.
When proxies are properly completed, dated, signed and returned by holders of Ordinary Shares, the Ordinary Shares they represent, unless the proxies are revoked, will be voted at the Extraordinary General Meeting in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the Ordinary Shares will be voted “FOR” each proposal and in the proxy holder’s discretion as to other matters that may properly come before the Extraordinary General Meeting. Abstentions and broker non-votes will be counted as present for purposes of determining whether a quorum is present. Abstentions and broker non-votes will have no effect on the proposals.
Please refer to this proxy statement for information related to the proposals.
VOTING BY HOLDERS OF AMERICAN DEPOSITARY SHARES
Holders of the ADSs who are ADS holders as of June 30, 2025 (the record date for ADS holders) are entitled to exercise their voting rights for the underlying Class A Ordinary Shares represented by their ADSs through Citibank, N.A., the depositary of the Company’s ADSs, and should give voting instructions to Citibank, N.A. accordingly.
Citibank, N.A., has advised us that it intends to distribute to ADS holders of record this proxy statement, the accompanying notice of Extraordinary General Meeting and an ADS voting instruction card. If you are a beneficial owner of ADSs registered in the name of a brokerage firm, bank or other financial institution, that organization will provide you with the voting instructions rather than Citibank. Upon timely receipt of a duly completed ADS voting instruction card from an ADS holder prior to 10:00 a.m. (New York City time) on August 4, 2025, Citibank, N.A. will endeavor, in so far as practicable, to vote or cause to be voted the amount of Class A Ordinary Shares represented by such ADSs in accordance with the instructions set forth in the ADS voting instruction card.
If Citibank, N.A. does not receive the ADS voting instructions from an ADS holder on or before the date set forth in the ADS voting instruction card, such ADS holders, under the terms of the deposit agreement, dated as of May 4, 2017 (as amended), by and among the Company, Citibank, N.A. and all holders and beneficial owners from time to time of the ADSs issued thereunder, will be deemed to have instructed Citibank, N.A. to give a discretionary proxy to a person designated by the Company to vote the amount of Class A Ordinary Shares represented by such ADSs unless the Company informs Citibank, N.A. that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
If the enclosed voting instruction card is signed but the voting instructions fail to specify the manner in which to vote, Citibank, N.A. will vote in favor of the items set forth in the voting instructions.
REVOCABILITY OF PROXIES
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date or, if you hold Ordinary Shares, by attending the Extraordinary General Meeting and voting in person. A written notice of revocation must be delivered to the attention of SOS Limited, if you hold our Ordinary Shares, or to Citibank, N.A. if you hold ADSs representing our Class A Ordinary Shares.
ANNUAL REPORT TO SHAREHOLDERS
The Company makes available its annual report to shareholders through the Company’s website. The 2024 annual report for the year ended December 31, 2024 (the “2024 Annual Report”) has been filed with the U.S. Securities and Exchange Commission. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders and beneficial owners of the Company’s ADSs. You may obtain a copy of our 2024 Annual Report by visiting the “Annual Reports” heading under the “Financials” section of the Company’s website at https://service.sosyun.com/sos_en/investorRoom.html. If you want to receive a paper or email copy of the Company’s 2024 Annual Report, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy to the Investor Relations department of the Company, at IR@sosyun.com.
PROPOSAL 1
INCREASE OF AUTHORISED SHARE CAPITAL
General
The Board has declared advisable, adopted and is submitting for shareholder approval, the proposal of increasing the authorized share capital of the Company by the creation of an additional 500,000,000 Class B Ordinary Shares of a par value of US$0.005 each to rank pari passu in all respects with the existing Class B Ordinary Shares (the “Increase of Authorized Share Capital”) so that immediately following the Increase of Authorized Share Capital, the authorized share capital of the Company shall be changed:
FROM US$50,000,000 divided into 10,000,000,000 ordinary shares of a par value of US$0.005 each, comprising of 9,000,000,000 Class A Ordinary Shares of a par value of US$0.005 each and 1,000,000,000 Class B Ordinary Shares of a par value of US$0.005 each
TO US$52,500,000 divided into 10,500,000,000 ordinary shares of a par value of US$0.005 each, comprising of 9,000,000,000 Class A Ordinary Shares of a par value of US$0.005 each and 1,500,000,000 Class B Ordinary Shares of a par value of US$0.005 each
Vote Required and Board Recommendation
If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting will be required to approve and adopt the Proposal 1.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1, INCREASE OF AUTHORISED SHARE CAPITAL
PROPOSAL 2
SHARE CONSOLIDATION
General
The Board has declared advisable, adopted and is submitting for shareholder approval, the proposal of consolidating every 150 issued and unissued Class A Ordinary Shares of a par value of US$0.005 each and every 150 issued and unissued Class B Ordinary Shares of a par value of US$0.005 each in the share capital of the Company into 1 Class A Ordinary Share of a par value of US$0.75 and 1 Class B Ordinary Share of a par value of US$0.75 respectively (each a “Consolidated Share”). Such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the sixth amended and restated memorandum and articles of association of the Company (the “Share Consolidation”). Immediately following the Share Consolidation, the authorized share capital of the Company shall be changed:
FROM US$52,500,000 divided into 10,500,000,000 ordinary shares of a par value of US$0.005 each, comprising of 9,000,000,000 Class A Ordinary Shares of a par value of US$0.005 each and 1,500,000,000 Class B Ordinary Shares of a par value of US$0.005 each
TO US$52,500,000 divided into 70,000,000 ordinary shares of a par value of US$0.75 each, comprising of 60,000,000 Class A Ordinary Shares of a par value of US$0.75 each and 10,000,000 Class B Ordinary Shares of a par value of US$0.75 each.
No fractional shares shall be issued in connection with the Share Consolidation and all fractional shares resulting from the Share Consolidation will be rounded up to the whole number of shares.
Vote Required and Board Recommendation
If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting will be required to approve and adopt the Proposal 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2, SHARE CONSOLIDATION
PROPOSAL 3
SUBDIVISION OF SHARES
General
The Board has declared advisable, adopted and is submitting for shareholder approval, the proposal of subdividing each authorized issued and unissued Class A Ordinary Share of a par value of US$0.75 and each authorized issued and unissued Class B Ordinary Share of a par value of US$0.75 into 75 Class A Ordinary Shares of a par value of US$0.01 each and 75 Class B Ordinary Shares of a par value of US$0.01 each (the “Share Subdivision”) so that immediately following the Share Subdivision, the authorized share capital of the Company shall be changed:
FROM US$52,500,000 divided into 70,000,000 ordinary shares of a par value of US$0.75 each, comprising of 60,000,000 Class A Ordinary Shares of a par value of US$0.75 each and 10,000,000 Class B Ordinary Shares of a par value of US$0.75 each
TO US$52,500,000 divided into 5,250,000,000 ordinary shares of a par value of US$0.01 each, comprising of 4,500,000,000 Class A Ordinary Shares of a par value of US$0.01 each and 750,000,000 Class B Ordinary Shares of a par value of US$0.01 each.
Vote Required and Board Recommendation
If a quorum is present, the affirmative vote of a simple majority of the votes of the holders of Ordinary Shares present in person or represented by proxy and entitled to vote at the Extraordinary General Meeting will be required to approve and adopt the Proposal 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3, SUBDIVISION OF SHARES
OTHER MATTERS
We know of no other matters to be submitted to the Extraordinary General Meeting. If any other matters properly come before the Extraordinary General Meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
By Order of the Board of Directors, | |
/s/ Yandai Wang | |
Yandai Wang | |
Chairman and Chief Executive Officer | |
Date: July 14, 2025 |
7
Exhibit 99.2
SOS LIMITED
(incorporated in the Cayman Islands with limited liability)
FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING
to be held on August 11, 2025
(or any adjourned or postponed meeting thereof)
I/we, the undersigned acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders and Proxy Statement and, being the registered holder of ________________ Class A Ordinary Shares1, par value US$0.005 per share, and ________________ Class B Ordinary Shares,2 par value US$0.005 per share (together with Class A Ordinary Shares, “Ordinary Shares”), of SOS Limited (the “Company”), hereby appoint Ms. Vivian Liu, the Acting Secretary of the Company or (Name) of (Address) as my/our proxy to attend and act for me/us at the Extraordinary General Meeting3 (or at any adjournment or postponement thereof) of the Company to be held at 10:00 a.m., Eastern Time, on August 11, 2025 at Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province 266400, People’s Republic of China (the “Meeting”).
My/our proxy is instructed to vote on the resolutions in respect of the matters specified in the Notice of the Extraordinary General Meeting as indicated below:
1 | Please insert the number of Class A Ordinary 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 | Please insert the number of Class B Ordinary 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). |
3 | If any proxy other than the Acting Secretary of the Company is preferred, strike out the words “Ms. Vivian Liu, the Acting Secretary of the Company or” and insert the name and address of the proxy desired in the space provided. A proxy need not be a shareholder. Holders of Class B Ordinary Shares may not appoint another holder of Class B Ordinary Shares as its proxy. If you are the holder of two or more Ordinary Shares, you may appoint more than one proxy to represent you and vote on your behalf at the Extraordinary General Meeting. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
For | Against | Abstain | ||||
Proposal 1: As an ordinary resolution, to approve that the authorized share capital of the Company be increased by the creation of an additional 500,000,000 Class B Ordinary Shares of a par value of US$0.005 each to rank pari passu in all respects with the existing Class B Ordinary Shares (the “Increase of Authorized Share Capital”);. | ☐ | ☐ | ☐ | |||
Proposal 2: As an ordinary resolution, to approve that every 150 issued and unissued Class A Ordinary Shares of a par value of US$0.005 each and every 150 issued and unissued Class B Ordinary Shares of a par value of US$0.005 each in the share capital of the Company be consolidated into 1 Class A Ordinary Share of a par value of US$0.75 and 1 Class B Ordinary Share of a par value of US$0.75 respectively. | ☐ | ☐ | ☐ | |||
Proposal 3: As an ordinary resolution, after the approval by the shareholders of Proposal 2, to approve that each authorized issued and unissued Class A Ordinary Share of a par value of US$0.75 and each authorized issued and unissued Class B Ordinary Share of a par value of US$0.75 be subdivided into 75 Class A Ordinary Shares of a par value of US$0.01 each and 75 Class B Ordinary Shares of a par value of US$0.01 each (the “Share Subdivision”). | ☐ | ☐ | ☐ |
Dated_________________, 2025
Signature(s)___________________________________
Name of Signatory ______________________________
Name of Shareholder ____________________________
Notes:
1. | Only the holders of record of the Class A Ordinary Shares or Class B Ordinary Shares of the Company at the close of business on June 30, 2025, New York time, should use this form of proxy. |
2. | Please indicate your voting preference by ticking, or inserting in the number of shares to be voted for or against or to abstain, the boxes above in respect of each resolution. If NO instruction is given, your proxy will vote or abstain from voting at his/her discretion. If any other matter properly comes before the Extraordinary General Meeting, or any adjournment or postponement thereof, which may properly be acted upon, unless otherwise indicated, your proxy will vote or abstain from voting at his/her discretion. |
3. | Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it. |
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. In the case of joint holders, all holders must sign. |
5. | This form of proxy and any authority under which it is executed (or a notarized and/or duly certified copy of such authority) must be returned to the attention of Ms. Vivian Liu, Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province 266400, People’s Republic of China no later than the time for holding the Extraordinary General Meeting or any adjournment thereof. |
6. | Completion and return of the form of proxy will not prevent you from attending and voting in person at the Extraordinary General Meeting. |
Exhibit 99.3
Time Sensitive | |
Materials | |
Depositary's Notice
of Extraordinary
General Meeting of Shareholders of SOS Limited
ADSs: |
American Depositary Shares evidenced by American Depositary Receipts (“ADRs”). |
ADS CUSIP No.: | 83587W205.* |
ADS Record Date: | June 30, 2025 (New York City time). |
Meeting Specifics: | Extraordinary General Meeting to be held on August 11, 2025 at 10:00 a.m. (Eastern Time), at the Company’s headquarters located at Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province 266400, People’s Republic of China (the “Meeting”). |
Meeting Agenda: | Please refer to the Company’s Notice of Meeting enclosed herewith (For more information regarding the Meeting and to view the Meeting materials, please visit the Company's website at https://service.sosyun.com/sos_en/investorRoom.html. |
ADS Voting Instructions Deadline: | On or before 10:00 a.m. (New York City time) on August 4, 2025. |
Deposited Securities: | Fully Paid Class A Ordinary Shares, par value US$0.005 per share, of SOS Limited, an exempted company registered in the Cayman Islands (the “Company”). |
ADS Ratio: | 150 Fully Paid Class A Ordinary Share to 1 ADS. |
Depositary: | Citibank, N.A. |
Custodian(s) of Deposited Securities: |
Citibank, N.A, Hong Kong. |
Deposit Agreement: | Deposit Agreement, dated as of May 4, 2017, by and among the Company, the Depositary and all Holders and Beneficial Owners, as amended by Amendment No.1 to the Deposit Agreement, dated as of November 15, 2019 and as further amended by Amendment No. 2 to the Deposit Agreement, dated as of July 6, 2022. |
*ADR CUSIP No. is provided as a convenience only and without any liability for accuracy.
To be counted, your Voting Instructions need to be received by the Depositary prior to 10:00 a.m. (New York City time) on August 4, 2025.
Note that if you do not timely return the Voting Instructions to the Depositary, the Deposited Securities represented by your ADSs may nevertheless be voted upon the terms set forth in the Deposit Agreement.
The Company has announced that an Extraordinary General Meeting of Shareholders will be held at the date, time and loca- tion identified above. A copy of the Notice of Meeting from the Company which includes the agenda for such Meeting is enclosed.*
Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.
The Depositary has been advised by the Company that the Fifth Amended and Restated Memorandum and Articles of Association of the Company (the "Articles of Association") provide that voting at any general meeting of shareholders is by a poll.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date (and, if so required by the Company, who also hold the ADSs as of the applicable share record date) of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder's ADSs in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall 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; provided, however, that no such discre- tionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instruc- tions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in the Deposit Agreement). Notwithstanding anything else con- tained in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forward- ing this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any respon- sibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and summarized in the American Depositary Receipts. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).
Citibank, N.A., as Depositary
* | As set forth in the Deposit Agreement, Holders of record of ADSs as of the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company, and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, per- taining to the Deposited Securities represented by such Holders’ ADSs. |
Exhibit 99.4
Extraordinary General Meeting of Shareholders
The
Voting Instructions must be signed, completed and received at the indicated address prior to
10:00 a.m. (New York City time) on August 4, 2025 for action to be taken.
2025 VOTING INSTRUCTIONS | SOS Limited (the “Company”) | AMERICAN DEPOSITARY SHARES |
ADS CUSIP No.: | 83587W205.* |
ADS Record Date: | June 30, 2025 (New York City time). |
Meeting Specifics: | Extraordinary General Meeting to be held on August 11, 2025 at 10:00 a.m. (Eastern Time), at the Company’s headquarters located at Building 6, East Seaview Park, 298 Haijing Road, Yinzhu Street, West Coast New District, Qingdao City, Shandong Province 266400, People’s Republic of China (the “Meeting”). |
Meeting Agenda: | Please refer to the Company’s Notice of Meeting enclosed herewith (For more information regarding the Meeting and to view the Meeting materials, please visit the Company's website at https://service.sosyun.com/sos_en/investorRoom.html. |
Depositary: | Citibank, N.A. |
Deposit Agreement: | Deposit Agreement, dated as of May 4, 2017, by and among the Company, the Depositary and all Holders and Beneficial Owners, as amended by Amendment No.1 to the Deposit Agreement, dated as of November 15, 2019 and as further amended by Amendment No. 2 to the Deposit Agreement, dated as of July 6, 2022. |
Deposited Securities: | Fully Paid Class A Ordinary Shares, par value US$0.005 per Share, of the Company. |
Custodian: | Citibank, N.A. - Hong Kong. |
* | ADR CUSIP No. is provided as a convenience only and without any liability for accuracy. |
The undersigned holder, as of the ADS Record Date, of the American Depositary Receipt(s) issued under the Deposit Agreement and evidencing the American Depositary Shares identified hereof (such American Depositary Shares, the “ADSs”) hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof.
The Depositary has been advised by the Company that the Fifth Amended and Restated Memorandum and Articles of Association of the Company (the "Articles of Association") provide that voting at any general meeting of shareholders is by a poll.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date (and, if so required by the Company, who also hold the ADSs as of the applicable share record date) of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder's ADSs in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall 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; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in the Deposit Agreement). Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
PROPOSALS
Proposal 1. | As an ordinary resolution, to approve that the authorized share capital of the Company be increased by the creation of an additional 500,000,000 Class B Ordinary Shares of a par value of US$0.005 each to rank pari passu in all respects with the existing Class B Ordinary Shares (the "Increase of Authorized Share Capital"); |
Proposal 2. | As an ordinary resolution, to approve that every 150 issued and unissued Class A Ordinary Shares of a par value of US$0.005 each and every 150 issued and unissued Class B Ordinary Shares of a par value of US$0.005 each in the share capital of the Company be consolidated into 1 Class A Ordinary Share of a par value of US$0.75 and 1 Class B Ordinary Share of a par value of US$0.75 respectively (each a "Share Consolidation"); |
Proposal 3. | As an ordinary resolution, after the approval by the shareholders of Proposal 2, to approve that each authorized issued and unissued Class A Ordinary Share of a par value of US$0.75 and each authorized issued and unissued Class B Ordinary Share of a par value of US$0.75 be subdivided into 75 Class A Ordinary Shares of a par value of US$0.01 each and 75 Class B Ordinary Shares of a par value of US$0.01 each (the "Share Subdivision"); |
The Depositary has been informed that the Company's Board of Directors recommends a vote "FOR" each proposal from Proposals No. 1 - 3.
A | Issues | SOS Limited |
For | Against | Abstain | ||
Proposal 1 | ☐ | ☐ | ☐ | |
Proposal 2 | ☐ | ☐ | ☐ | |
Proposal 3 | ☐ | ☐ | ☐ |
B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give Voting Instructions “FOR” the unmarked issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” Voting Instruction for such issue.
Please be sure to sign and date this Voting Instructions Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be signed in full name by a duly authorized officer with full title as such.
Signature 1 - Please keep signature within the line | Signature 2 - Please keep signature within the line | Date (mm/dd/yyyy) | ||
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