Exhibit 4.23


 


	RIGHTS CERTIFICATE #: 	NUMBER OF RIGHTS: 


 


THIS CERTIFICATE AND THE RIGHTS AND
OBLIGATIONS EVIDENCED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN SGOCO GROUP, LTD. PROSPECTUS, DATED            ,
2018.


 


SGOCO GROUP, LTD.


Incorporated in the Cayman Islands


 


NON-TRANSFERABLE SUBSCRIPTION RIGHTS
CERTIFICATE


 


Evidencing Non-Transferable Subscription
Rights to Purchase Ordinary Shares,


$0.004 par value per share, of SGOCO Group,
Ltd.


 


Subscription Price: $       per
Full Share


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT
EXERCISED ON OR BEFORE

5:00 P.M., NEW YORK CITY TIME, ON        , 2018, UNLESS EXTENDED BY THE COMPANY


 


REGISTERED OWNER:


 


THIS CERTIFIES THAT the registered owner
whose name is inscribed hereon is the owner of the number of non-transferable subscription rights (“Rights”)
set forth above. Each whole Right entitles the holder thereof to subscribe for and purchase one ordinary share, par value $0.004
per share (the “Ordinary Shares”), of SGOCO Group, Ltd, a Cayman Islands corporation (the “Company”),
at a subscription price of $      per full share (the “Basic Subscription Privilege”),
pursuant to the Company’s rights offering, on the terms and subject to the conditions set forth in the Prospectus (including
the proration provisions described therein) and the “Instructions for Use of Subscription Rights Certificates” accompanying
this certificate. If any Ordinary Shares available for purchase in the rights offering are not purchased by other holders of Rights
pursuant to the exercise of their Basic Subscription Privilege (the “Excess Shares”), any Rights holder that
exercises its Basic Subscription Privilege in full may subscribe for a number of Excess Shares pursuant to the terms and conditions
of the rights offering, subject to availability and proration as described in the Prospectus (the “Over-Subscription Privilege”).
The Rights represented by this certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse
side hereof and by returning the full payment of the subscription price for each Ordinary Share to be purchased in accordance with
the “Instructions for Use of Subscription Rights Certificates” that accompany this certificate.


 


This certificate is not valid unless countersigned by the subscription
agent and registered by the registrar. Witness the seal of SGOCO Group, Ltd. and the signatures of its duly authorized officers.


 


Dated:        , 2018


 


	 ____________________________________	 ____________________________
	Chief Executive Officer 	Secretary and Vice President of Finance 


 


Countersigned: CONTINENTAL STOCK TRANSFER & TRUST COMPANY,
SUBSCRIPTION AGENT


 


	By: 	 	 
	 	Authorized Officer	 


 




    	 



     


    

 


DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS
CERTIFICATE


 


Delivery other than in the manner or to
the addresses listed below will not constitute valid delivery. If delivering by mail, hand or overnight courier:


 


Continental Stock Transfer & Trust Company

Attn: Corporate Actions Department

1 State Street, 30th Floor

New York, New York 10004


 


PLEASE PRINT ALL INFORMATION CLEARLY AND
LEGIBLY


 


FORM 1 - EXERCISE OF SUBSCRIPTION RIGHTS


 


To subscribe for shares pursuant to your
Basic Subscription Privilege, please complete lines (a), (c) and (d) and sign under Form 3 below. To subscribe for shares pursuant
to your Over-Subscription Privilege, please also complete line (b) and sign under Form 3 below. To the extent you subscribe for
more shares than you are entitled under either the Basic Subscription Privilege or the Over-Subscription Privilege, you will be
deemed to have elected to purchase the maximum number of shares for which you are entitled to subscribe under the Basic Subscription
Privilege or Over-Subscription Privilege, as applicable.


 


(a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:


 


	I am applying  for  ________________________________	Shares X	 $ _________________________	= $ _______________________ 
	(number of new shares)	 	(subscription price)	(amount enclosed)


 


(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:


 


If you have exercised your Basic Subscription
Privilege in full and wish to subscribe for additional Ordinary Shares pursuant to your Over-Subscription Privilege.


 


	I am applying for  ________________________________	Shares X	 $ _____________________	= $ _____________________
	(number of new shares)	 	(subscription price)	(amount enclosed)


 


(c) Total Amount of Payment Enclosed = $ ___________________


 


(d) METHOD OF PAYMENT (CHECK ONE)


 


 ̈          Check
or bank draft payable to “         ”


 


 ̈          Wire
transfer of immediately available funds directly to the account maintained by Continental Stock Transfer & Trust Company, as
Subscription Agent, for purposes of accepting subscriptions in the rights offering, at [•].


 


FORM 2 - DELIVERY TO DIFFERENT ADDRESS


 


If you wish for the Ordinary Shares underlying
your Rights or a certificate representing the remaining balance of unexercised Rights to be delivered to an address different from
that shown on the face of this certificate, enter the alternate address below, sign under Form 3 and have your signature guaranteed
under Form 4.


 


	 	 	 
	 	 	 
	 	 	 



 



    	 



     


    

 


FORM 3 - SIGNATURE


 


TO SUBSCRIBE: I acknowledge that I have
received the Prospectus for the rights offering and I hereby irrevocably subscribe for the number of shares indicated under Form
1 above on the terms and conditions specified in the Prospectus. This Form 3 must be signed by the registered holder(s) exactly
as their name(s) appear(s) on the certificate(s) or by person(s) authorized to sign on behalf of the registered holder(s) by documents
transmitted herewith.


 


Signature(s): ______________________________________________________


 


Signature(s): ______________________________________________________


 


Date: ______________________________________________________


 


Telephone Number: ______________________________________________________


 


IMPORTANT: The signature(s) must correspond
with the name(s) as printed on the reverse of this certificate in every particular, without alteration or enlargement, or any other
change whatsoever.


 


FORM 4 – SIGNATURE GUARANTEE


 


This form must be completed if you have
completed any portion of Form 2.


 


Signature Guaranteed: ______________________________________________________
(Name of Bank or Firm)


 


By: ______________________________________________________
(Signature of Officer)


 


IMPORTANT: The signature(s) should be guaranteed
by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an
approved signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.