[TABLE OF CONTENTS - 3 - DEFINITIONS - 4 - PART I] [AMENDMENT NO. 2 TO ESCROW AGREEMENT WHEREAS, due to the less positive than expected market conditions, the Sellers, the Company, the Sponsors and the Escrow Agent (each a “Party” and collectively, the “Parties”) agree to amend the Escrow Agreement to grant the Sponsors additional time to meet the Conditions. NOW, THEREFORE, in consideration of the foregoing and the covenants and] [AMENDMENT NO. 3 TO SPONSOR AGREEMENT WHEREAS, due to the less positive than expected market conditions, the Company, the Sellers and the Sponsors (each a “Party” and collectively, the “Parties”) agree to amend the Sponsor Agreement to grant the Sponsors additional time to meet the Conditions. NOW, THEREFORE, in consideration of the foregoing and the covenants and agreement of the] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong SGOCO (Fujian) Electronic Co., Ltd People’s Republic of China Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA] [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 Annual 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] [CERTIFICATION I, David Xu, Chief 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 Annual 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 under] [18 U.S.C. SECTION 1350, SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (2) The information contained in the Annual Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Dated: April 19, 2013 Dated: April 19, 2013] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in Registration Statements No. 333-172406 on Form S-8 and No. 333-176437 on Form F-3 of our Annual Report dated April 19, 2013, relating to the consolidated financial statements of SGOCO Group, Ltd. and its subsidiaries (collectively the “Company”), which appears in this Annual Report on] [Consent of Independent Registered Public Accounting Firm To the Board of Directors of SGOCO Group, Ltd. We hereby consent to the use of our report dated April 28, 2011, with respect to the consolidated balance sheets of SGOCO Group, Ltd. and Subsidiaries as of December 31, 2010, and the related consolidated statements of income and other comprehensive income, shareholders’ equity]