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 June 2016

 

Commission File Number: 001-35942

 

LightInTheBox Holding Co., Ltd.

 

Tower 2, Area D, Diantong Square

No. 7 Jiuxianqiao North Road

Chaoyang District, Beijing 100015

People’s 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

 

 

 



 

TABLE OF CONTENTS

 

Exhibits

 

Exhibit 99.1 — LightInTheBox Holding Co., Ltd. to Hold Annual General Meeting on June 29, 2016

 

Exhibit 99.2 — Notice of Annual General Meeting

 

Exhibit 99.3 — Proxy Statement

 

Exhibit 99.4 — Proxy Form

 

 

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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.

 

 

LIGHTINTHEBOX HOLDING CO., LTD.

 

 

 

By:

/s/ Quji (alan) guo

 

Name:

Quji (alan) guo

 

Title:

Chief Executive Officer

 

 

Date: June 15, 2016

 

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Exhibit 99.1

 

GRAPHIC

 

LightInTheBox Holding Co., Ltd. to Hold Annual General Meeting on June 29, 2016

 

Beijing, China, June 14, 2016 - 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 its annual general meeting of shareholders at ICBC Tower, 35/F, 3 Garden Road, Hong Kong on June 29, 2016 at 10:00 a.m., local time.

 

Holders of record of ordinary shares of the Company at the close of business on June 10, 2016, New York time (the “Record Date”) are entitled to notice of, and to attend and vote at, the annual general meeting or any adjournment thereof. Holders of record of the Company’s American Depositary Shares (“ADSs”) at the close of business on the Record Date who wish to exercise their voting rights for the underlying ordinary shares must act through the depositary of the Company’s ADS program, The Bank of New York Mellon.

 

The notice of the annual general meeting, which sets forth the resolutions to be submitted to shareholder approval at the annual general meeting is available on the Investor Relations section of the Company’s website at http://ir.lightinthebox.com. The Company has filed its annual report on Form 20-F, including its audited financial statements for the financial year ended December 31, 2015, with the U.S. Securities and Exchange Commission (the “SEC”).  The Company’s annual report can be accessed on the Company’s website at http://ir.lightinthebox.com, as well as on the SEC’s website at http://www.sec.gov.  Shareholders may request a hard copy of the Company’s 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 27 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

 

Forward-Looking Statements

 

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “potential,” “continue,” “ongoing,” “targets” and similar statements. Among other things, statements that are not historical facts, including statements about LightInTheBox’s beliefs and expectations, the business outlook and quotations from management in this announcement, as well as LightInTheBox’s strategic and operational plans, are or contain forward-looking statements. LightInTheBox may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties.  Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: LightInTheBox’s goals and strategies; LightInTheBox’s future business development, results of operations and financial condition; the expected growth of the global online retail market; LightInTheBox’s ability to attract customers and further enhance customer experience and product offerings; LightInTheBox’s ability to strengthen its supply chain efficiency and optimize its logistics network; LightInTheBox’s expectations regarding demand for and market acceptance of its products; competition; fluctuations in general economic and business conditions and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in LightInTheBox’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and LightInTheBox does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

 


Exhibit 99.2

 

LIGHTINTHEBOX HOLDING CO., LTD.

(incorporated in the Cayman Islands with limited liability)

 

NOTICE OF ANNUAL GENERAL MEETING

to Be Held on June 29, 2016

 

NOTICE IS HEREBY GIVEN that an Annual General Meeting (“AGM”) of LightInTheBox Holding Co., Ltd. (the “Company”) will be held at ICBC Tower, 35/F, 3 Garden Road, Hong Kong on June 29, 2016 at 10:00 a.m., local time for the following purposes:

 

·                  To consider and, if thought fit, pass the following resolutions:

 

AS ORDINARY RESOLUTIONS

 

That the re-election of Messrs. Zhentao WANG, Xiongping YU, Zhi YAN, Gang YU and Xiaoping (Bob) XU 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 AGM 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 June 10, 2016, New York time as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, and to attend and vote at, the AGM or any adjourned meeting thereof.  Holders of record of the Company’s ordinary shares at the close of business on the Record Date are entitled to attend and vote at the AGM and any adjourned meeting thereof. Holders of record of the Company’s American Depositary Shares (“ADSs”) at the close of business on the Record Date who wish to exercise their voting rights for the underlying shares must act through The Bank of New York Mellon, the depositary of the Company’s ADS program.

 

Please refer to the Proxy Form (for holders of the Ordinary Shares) or the ADS Voting Card (for holders of the ADSs), which are attached to and made a part of this notice. The Proxy Statement is also available for viewing on the Investor Relations section of our website at http://ir.lightinthebox.com.

 



 

Holders of record of the Company’s ordinary shares as of the Record Date are cordially invited to attend the AGM in person. Your vote is important. If you cannot attend the AGM in person, you are urged to complete, sign, date and return the accompanying proxy form as promptly as possible. We must receive the proxy form no later than 48 hours before the time of the AGM to ensure your representation at such meeting.

 

The Company has filed its annual report on Form 20-F, including its audited financial statements for the financial year ended December 31, 2015, with the U.S. Securities and Exchange Commission (the “SEC”).  The Company’s annual report can be accessed on the Company’s website at http://ir.lightinthebox.com, as well as on the SEC’s website at http://www.sec.gov.  Shareholders may request a hard copy of the Company’s annual report, free of charge, by contacting the Company at ir@lightinthebox.com.

 

 

 

By Order of the Board of Directors,

 

 

 

 

 

/s/ Quji (Alan) Guo

 

 

 

Quji (Alan) Guo

 

Chairman and Chief Executive Officer

 

Beijing, China

June 14, 2016

 


Exhibit 99.3

 

LIGHTINTHEBOX HOLDING CO., LTD.

 

Tower 2, Area D, Diantong Square

No. 7 Jiuxianqiao North Road

Chaoyang District, Beijing 100015

People’s Republic of China

 

PROXY STATEMENT

 

General

 

The board of directors of LightInTheBox Holding Co., Ltd. (the “Company” or “we”) is soliciting proxies for the annual general meeting of shareholders of the Company to be held on June 29, 2016 at 10:00 a.m., local time (the “AGM”). The AGM will be held at ICBC Tower, 35/F, 3 Garden Road, Hong Kong.

 

This Proxy Statement and the proxy form can be accessed, free of charge, on the Investor Relations section of the Company’s website at http://ir.lightinthebox.com.

 

Revocability of Proxies

 

Any proxy given pursuant to this solicitation may be revoked by the shareholder (a) submitting a written notice of revocation or a fresh proxy form bearing a later date at least 48 hours before the time of the AGM; or (b) attending the AGM and voting in person.

 

Record Date, Share Ownership and Quorum

 

Only shareholders of record at the close of business on June 10, 2016, New York time (the “Record Date”) are entitled to attend and vote at the AGM. As of June 10, 2016, 137,514,017 of our ordinary shares, par value $0.000067 per share (“Ordinary Shares”) were outstanding. Approximately 46,941,782 Ordinary Shares were represented by American Depositary Shares (“ADSs”) held by The Bank of New York Mellon. Holders of record of the ADSs at the close of business on the Record Date who wish to exercise their voting rights for the underlying Ordinary Shares must act through The Bank of New York Mellon. Two shareholders holding not less than an aggregate of one-third in par value of the share capital of the Company in issue present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative or proxy and entitled to vote shall be a quorum for all purposes.

 



 

Voting and Solicitation

 

Each Ordinary Share issued as of the Record Date is entitled to one vote on a poll. A resolution put to the vote at the AGM will be decided on by a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by (i) the chairman of the AGM, or (ii) any one shareholder present in person or in the case of a shareholder being a corporation by its duly authorized representative or by proxy for the time being entitled to vote at the AGM.

 

Copies of solicitation materials will be furnished to all holders of Ordinary Shares of the Company, including banks, brokerage houses, 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

 

When proxies are properly dated, executed and returned by holders of record of the Ordinary Shares at the close of business on the Record Date, the Ordinary Shares they represent will be voted at the AGM, or at any adjournment thereof, in accordance with the instructions of the shareholder. If no specific instructions are given by such holders, the proxy holder will vote or abstain at his/ her discretion, as he/ she will on any other matters that may properly come before the AGM, or at any adjournment thereof. Abstentions by holders of record of the Ordinary Shares are not included in the determination of the number of Ordinary Shares present and voting.

 

Voting by Holders of ADSs

 

We have requested The Bank of New York Mellon, as depositary of the ADSs, to mail to all owners of record of the ADSs at the close of business on the Record Date this proxy statement, the accompanying notice of annual general meeting and an ADR Proxy Card. Upon the timely receipt from an owner of record of the ADSs of written voting instructions in the manner specified, The Bank of New York Mellon will endeavor, to the extent practicable and legally permissible, to vote or cause to be voted the number of Ordinary Shares represented by the ADSs, evidenced by American Depositary Receipts (“ADRs”) related to those ADSs, in accordance with such voting instructions. Under the terms of the deposit agreement, The Bank of New York Mellon will not vote or attempt to exercise the right to vote other than in accordance with such voting instructions or such deemed instructions as further described two paragraphs below.  As the holder of record for all the Ordinary Shares represented by the ADSs, only The Bank of New York Mellon may vote those Ordinary Shares at the AGM.

 

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There is no guarantee that holders of record of the ADSs or any such holder in particular will receive the notice described above with sufficient time to enable such holder to return any voting instructions to The Bank of New York Mellon in a timely manner, in which case the Ordinary Shares underlying your ADSs may not be voted in accordance with your wishes.

 

If (i) the enclosed ADR Proxy Card is missing voting instructions, (ii) the enclosed ADR Proxy Card is improperly completed or (iii) no ADR Proxy Card is received by The Bank of New York Mellon from a holder of ADSs by 5:00 p.m. (New York City time), June 23, 2016, The Bank of New York Mellon will deem such holder of record of the ADSs to have instructed it to give a discretionary proxy to the chairman of the AGM to vote in favor of each proposal recommended by our board of directors and against each proposal opposed by our board of directors, unless the Company has informed The Bank of New York Mellon that such proxy should not be given, in accordance with the terms of the deposit agreement.

 

ORDINARY RESOLUTIONS TO BE VOTED ON

 

APPROVAL OF RE-ELECTION OF MESSRS. ZHENTAO WANG, XIONGPING YU, ZHI YAN, GANG YU AND XIAOPING (BOB) XU TO SERVE ON THE BOARD OF DIRECTORS OF THE COMPANY.

 

Pursuant to article 26.04 of the amended and restated memorandum and articles of association of the Company (the “Memorandum and Articles”), the board of directors may appoint any person as a director to fill a casual vacancy on our board of directors or as an addition to the existing board of directors.  However, any director so appointed by our board of directors shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election.

 

Pursuant to article 26.04 of the Memorandum and Articles, each of Messrs. Zhentao WANG, Xiongping YU, Zhi YAN, Gang YU and Xiaoping (Bob) XU was previously appointed by our board of directors as a director in accordance with the Memorandum and Articles and their current terms of office expire at the AGM.

 

The board of directors nominates, subject to approval of the shareholders of the Company by way of an ordinary resolution, each of Messrs. Zhentao WANG, Xiongping YU, Zhi YAN, Gang YU and Xiaoping (Bob) XU for re-election as directors of the Company at the AGM.

 

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Information relating to the director nominees is set forth below.

 

Name

 

Age

 

Position/Title

Zhentao WANG

 

50

 

Director

Xiongping YU

 

40

 

Director

Zhi YAN

 

43

 

Director

Gang YU

 

56

 

Director

Xiaoping (Bob) XU

 

59

 

Independent director

 

Zhentao WANG has been our director since July 2015. Mr. Wang is the founder and chairman of the board of directors of AoKang. He founded Yongjia County Aolin Shoe Factory, the predecessor of AoKang, in 1988. Mr. Wang received his EMBA degree from Cheung Kong Graduate School of Business in 2006 and also an EMBA degree from the HEC School of Management in France in 2007. Mr. Wang has received numerous accolades and awards in China, including the National Labor Day Award in 2002, China’s Industry Leader of Private Industrial Enterprises in 2003, and the Outstanding Person of China’s Economic Development in 2006.

 

Xiongping YU has been our director since June 2016. Mr. Xiongping Yu is the director of Zhejiang Aokang Shoes Co., Ltd., a leading shoe and leather product company in China, which specializes in R&D, manufacturing, distribution and retail sales of shoes and leather, and was previously the chief financial officer of Aokang Group Co., Ltd.  Mr. Yu received a bachelor’s degree from Dongbei University of Finance & Economics.

 

Zhi YAN has been our director since March 2016. Mr. Yan is the founder, chief executive officer and co-chairman of the board of directors of Zall Group Ltd. (HKSE Code: 2098). Mr. Yan has approximately 11 years of experience in the commercial property and wholesale shopping mall industries, as well as approximately 20 years of experience in business management in various industries. Mr. Yan has been appointed as a non-executive director and the chairman of CIG Yangtze Ports PLC (HKSE Code: 8233) since 2011. Mr. Yan received a master’s degree in business administration for senior executives from Wuhan University in February 2008 and an executive master of business administration degree at Cheung Kong Graduate School of Management in 2013.

 

Gang YU has been our director since March 2016. Dr. Yu is an executive director and co-chairman of the board of directors of Zall Group Ltd. (HKSE Code: 2098). Dr. Yu has extensive experience in e-commerce and operation and logistics management and has previously served in various positions at multi-national corporations such as Dell Inc. and Amazon.com. Dr. Yu obtained his bachelor degree in science from Wuhan University in 1982 and his master degree in science from Cornell University in 1985. Dr. Yu received his Ph.D. from the Wharton School of Business, University of Pennsylvania in 1990.

 

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Xiaoping (Bob) XU has served as our independent director since June 2014. Since 2011, Mr. Xu has been the founder and managing partner of Zhenfund, a seed stage fund focusing on investments in technology, media and telecommunications sectors.  Prior to that, he was one of the founding partners of New Oriental Education & Technology Group. Mr. Xu received a bachelor’s degree from the Central Conservatory of Music in 1983, and a master’s degree from University of Saskatchewan in 1992.

 

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE RE-ELECTION TO THE BOARD OF DIRECTORS OF EACH OF THE ABOVEMENTIONED NOMINEES.

 

OTHER MATTERS

 

We know of no other matters to be submitted to the AGM. If any other matters properly come before the AGM, 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.

 

We have filed our annual report on Form 20-F, including our audited financial statements for the financial year ended December 31, 2015, with the U.S. Securities and Exchange Commission (the “SEC”).  Our annual report can be accessed on our website at http://ir.lightinthebox.com, as well as on the SEC’s website at http://www.sec.gov. Shareholders may request a hard copy of our annual report, free of charge, by contacting us at ir@lightinthebox.com.

 

5



 

 

By Order of the Board of Directors,

 

 

 

 

 

/s/ Quji (Alan) Guo

 

 

 

Quji (Alan) Guo

 

Chairman and Chief Executive Officer

 

 

 

Dated:  June 14, 2016

 

6


Exhibit 99.4

 

LIGHTINTHEBOX HOLDING CO., LTD.

(the “Company”)

 

P R O X Y

 

I/We                                                                                            of                                                                                                                 , the holder of                                        ordinary shares1 in the Company, hereby appoint the Chairman of the Annual General Meeting2 or                                                  of                                                  as my/our proxy to vote on my/our behalf in respect of all matters and resolutions to be submitted for consideration and approval at the Annual General Meeting of the Company to be held on the 29th day of June 2016, and at any adjournment thereof, and in the event of a poll, to vote for me/us as indicated below, or if no such indication is given, as my/our proxy thinks fit3.

 

PROPOSAL

 

FOR

 

AGAINST

 

ABSTAIN

AS ORDINARY RESOLUTIONS

 

 

 

 

 

 

To re-elect the following director nominees to serve on the board of directors of the Company.

 

 

 

 

 

 

Mr. Zhentao WANG

 

 

 

 

 

 

Mr. Xiongping YU

 

 

 

 

 

 

Mr. Zhi YAN

 

 

 

 

 

 

Dr. Gang YU

 

 

 

 

 

 

Mr. Xiaoping (Bob) XU

 

 

 

 

 

 

 

Dated                                , 2016                                  Signature(s)4;

 


1                   Please insert the number of 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                   If any proxy other than the Chairman of the Annual General Meeting is preferred, strike out the words “the Chairman of the Annual General Meeting or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote in his stead. Any alteration made to this form of proxy must be initialled by the person(s) who sign(s) it.

3                   IMPORTANT: If you wish to vote for a particular resolution, tick the appropriate box marked “for”. If you wish to vote against a particular resolution, tick the appropriate box marked “against”. If you wish to abstain from voting on a particular resolution, tick the appropriate box marked “abstain”.

4                   This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case if the appointer is a corporation, must be either under seal or executed under the hand of an officer or attorney or other person duly authorized to sign the same. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at Tower 2, Area D, Diantong Square, No. 7 Jiuxianqiao North Road, Chaoyang District, Beijing 100015, People’s Republic of China not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof.