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 July 2018
Commission File Number: 001-35942
LightInTheBox Holding Co., Ltd.
Tower 2, Area D, Diantong Square
No. 7 Jiuxianqiao North Road
Chaoyang District, Beijing 100015
Peoples Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
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): o
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): o
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o No x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A
THIS REPORT ON FORM 6-K (OTHER THAN THE SECTION OF EXHIBIT 99.1 HERETO ENTITLED BUSINESS OUTLOOK) SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-212007) OF LIGHTINTHEBOX HOLDING CO., LTD. AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.
TABLE OF CONTENTS
Exhibits
Exhibit 99.1 LightInTheBox to Hold Extraordinary General Meeting on August 17, 2018
Exhibit 99.2 Notice of Extraordinary General Meeting
SIGNATURE
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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LIGHTINTHEBOX HOLDING CO., LTD. | |
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By: |
/s/ Quji (alan) guo |
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Name: |
Quji (alan) guo |
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Title: |
Chief Executive Officer |
Date: July 9, 2018
LightInTheBox to Hold Extraordinary General Meeting on August 17, 2018
Beijing, China, July 9, 2018 - LightInTheBox Holding Co., Ltd. (NYSE: LITB) (LightInTheBox or the Company), a global online retail company that delivers products directly to consumers around the world, today announced it will hold an extraordinary general meeting of shareholders at ICBC Tower, 35/F, 3 Garden Road, Hong Kong on August 17, 2018 at 10:00 a.m., local time.
The meeting will be held in order to consider and, if thought fit, pass the following resolutions:
As a special resolution
That the following amendments to the currently effective Fourth Amended and Restated Memorandum and Articles of Association of the Company (the Current Articles) be adopted and approved:
· Replace Article 18.4 of the Current Articles with: A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than twenty per cent in par value of the share capital of the Company as at that date that carries the right of voting at general meetings of the Company.;
· Replace Article 26.1 of the Current Articles with: There shall be a minimum of one (1) Director, and no maximum number of Directors. The Directors shall be elected or appointed in accordance with these Articles and shall hold office until their successors are elected or appointed.; and
· Replace Article 26.5 of the Current Articles with: A Director may be removed from office by Ordinary Resolution at any time notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A notice containing a statement of intention to remove the director must be served on the director not less than ten days before the general meeting at which such Ordinary Resolution is proposed. Such director is entitled to attend the meeting and be heard on the motion for his removal.
As an ordinary resolution:
That the election of Mr. Zhiping QI to serve on the board of directors of the Company be adopted and approved.
In addition, the meeting will consider and transact such other business as may properly come before the meeting or any adjournment or adjournments thereof.
The board of directors of the Company has fixed the close of business on July 10, 2018 as the record date (the Record Date) for determining the shareholders entitled to receive notice of the extraordinary general meeting or any adjournment or postponement thereof.
Holders of record of the Companys ordinary shares at the close of business on the Record Date are entitled to attend the extraordinary general meeting and any adjournment thereof in person.
The Company has filed its annual report on Form 20-F, including its audited financial statements for the financial year ended December 31, 2017, with the U.S. Securities and Exchange Commission (the SEC). The Companys annual report can be accessed on the Companys website at http://ir.lightinthebox.com, as well as on the SECs website at http://www.sec.gov. Shareholders may request a hard copy of the Companys annual report, free of charge, by contacting the Company at ir@lightinthebox.com.
About LightInTheBox Holding Co., Ltd.
LightInTheBox is a global online retail company that delivers products directly to consumers around the world. The Company offers customers a convenient way to shop for a wide selection of products at attractive prices through its www.lightinthebox.com, www.miniinthebox.com and other websites and mobile applications, which are available in 23 major languages and cover more than 80% of global Internet users.
For more information, please visit www.lightinthebox.com.
Investor Relations Contact
Christensen
Ms. Xiaoyan Su
Tel: +86 (10) 5900 3429
Email: ir@lightinthebox.com
OR
Christensen
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@ChristensenIR.com
LIGHTINTHEBOX HOLDING CO., LTD.
(incorporated in the Cayman Islands with limited liability)
NOTICE OF EXTRAORDINARY GENERAL MEETING
to be Held on August 17, 2018
NOTICE IS HEREBY GIVEN that an Extraordinary General Meeting (EGM) of LightInTheBox Holding Co., Ltd. (the Company) will be held at ICBC Tower, 35/F, 3 Garden Road, Hong Kong on August 17, 2018 at 10:00 a.m., local time for the following purposes:
· To consider and, if thought fit, pass the following resolutions:
AS A SPECIAL RESOLUTION
That the following amendments to the currently effective Fourth Amended and Restated Memorandum and Articles of Association of the Company (the Current Articles) be adopted and approved:
· Replace Article 18.4 of the Current Articles with: A Members requisition is a requisition of Members of the Company holding at the date of deposit of the requisition not less than twenty per cent in par value of the share capital of the Company as at that date that carries the right of voting at general meetings of the Company.;
· Replace Article 26.1 of the Current Articles with: There shall be a minimum of one (1) Director, and no maximum number of Directors. The Directors shall be elected or appointed in accordance with these Articles and shall hold office until their successors are elected or appointed.; and
· Replace Article 26.5 of the Current Articles with: A Director may be removed from office by Ordinary Resolution at any time notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement). A notice containing a statement of intention to remove the director must be served on the director not less than ten days before the general meeting at which such Ordinary Resolution is proposed. Such director is entitled to attend the meeting and be heard on the motion for his removal.
AS AN ORDINARY RESOLUTION
That the election of Mr. Zhiping QI to serve on the board of directors of the Company be adopted and approved.
· To consider and transact such other business as may properly come before the EGM or any adjournment or adjournments thereof.
Further details of the five directors to be proposed for re-election above are set out in the attached proxy statement (which proxy statement is hereby incorporated into this notice by reference), and the election of each such director shall be proposed and voted upon as a separate solution.
The board of directors of the Company has fixed the close of business on July 10, 2018 as the record date (the Record Date) for determining the shareholders entitled to receive notice of the EGM or any adjournment or postponement thereof.
Holders of record of the Companys ordinary shares at the close of business on the Record Date are entitled to attend the EGM and any adjournment thereof in person.
The Company has filed its annual report on Form 20-F, including its audited financial statements for the financial year ended December 31, 2017, with the U.S. Securities and Exchange Commission (the SEC). The Companys annual report can be accessed on the Companys website at http://ir.lightinthebox.com, as well as on the SECs website at http://www.sec.gov. Shareholders may request a hard copy of the Companys annual report, free of charge, by contacting the Company at ir@lightinthebox.com.
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By Order of the Board of Directors, |
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/s/ Quji (Alan) Guo |
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Quji (Alan) Guo |
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Chief Executive Officer |
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Beijing, China |
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July 9, 2018 |
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