[¨ x x ¨ ¨ ¨ ¨] [For the Purchase of Shares of Ordinary Stock of SGOCO GROUP, LTD. 1. 2. Exercise 2.1 Exercise Form 3. Transfer. 3.1 General Restrictions 4. 4.1 Partial Exercise or Transfer 4.2 Lost Certificate 5. Adjustments 5.1 Adjustments to Exercise Price and Number of Securities 5.1.1 Share Dividends; Split Ups 5.1.2 Aggregation of Shares 5.1.3 Replacement of Securities upon Reorganization, etc. 5.1.4] [SGOCO GROUP, LTD. 1. PURPOSE OF PLAN The purpose of this Plan is to promote the success of the Corporation and to increase shareholder value by providing an additional means through the grant of Awards to attract, motivate, retain and reward selected employees and other eligible persons of SGOCO Group. 2. ELIGIBILITY 3. PLAN ADMINISTRATION 3.1. The Administrator 3.2. Powers] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation Doing Business Name Honesty Group Holdings Limited Hong Kong Guanke (Fujian) Electron Technological Industry Co., Ltd. People’s Republic of China SGOCO Guanwei (Fujian) Technological Co., Ltd. People’s Republic of China Guancheng People’s Republic of China Jinjiang Guanke Electron Co. Ltd. People’s Republic of China] [CERTIFICATION I, Burnette Or, President and Chief Executive Officer, certify that: 1. I have reviewed this annual report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [CERTIFICATION I, Zhongsheng Lv, Treasurer and Principal Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of SGOCO Group, Ltd.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: April 29, 2011 Burnette Or President and Chief Executive Officer Dated: April 29, 2011 Zhongsheng Lv Treasurer and Principal Financial Officer EX-13.1 8 v219946_ex13-1.htm] [[LETTERHEAD OF ROTHSTEIN, KASS & COMPANY, P.C.] April 28, 2011 100 F. Street, N.E. Yours truly, Rothstein, Kass & Company, P.C. EX-15.1 9 v219946_ex15-1.htm] [Consent of Independent Registered Public Accounting Firm To The Board of Directors SGOCO Group, Ltd. and Subsidiaries We consent to the use of our reports dated April 28, 2011, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries as of December 31, 2010 and 2009, and the related consolidated statements of income and other comprehensive income,]