SGOC [SGOCO] 20-F:
[] [DATED December 24, 2014 SGOCO International (HK) Limited as Seller and APEX Flourish Group Limited as Purchaser ______________________________________________________ AGREEMENT FOR SALE AND PURCHASE OF ALL OF THE EQUITY OF Sgoco (Fujian) Electronic Co., Ltd ______________________________________________________ CONTENTS Clause Page Clause Page 1. INTERPRETATION 1 2. SALE AND PURCHASE 3 3. PURCHASE PRICE 3 4. SECURITIES 4 5. COMPLETION 4 6.] [List of Subsidiaries Name of Subsidiary Jurisdiction of Formation SGOCO International (HK) Limited Hong Kong Beijing SGOCO Image Technology Co., Ltd. People’s Republic of China SGO Corporation. Delaware, USA SGOCO (Shenzhen) Technology Co., Ltd. People’s Republic of China] [CERTIFICATION I, Shi-bin Xie, 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, Johnson Lau, 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: May 15, 2015 Dated: May 15, 2015] [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 report dated May 15, 2015, relating to the consolidated financial statements of SGOCO Group, Ltd. and its subsidiaries (collectively the “Company”), which appears in this Annual Report on Form]