As filed with the Securities and Exchange Commission on June 21,
2021
Registration
333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
F-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BORQS
TECHNOLOGIES, INC.
(Exact
Name of Registrant as Specified in Its Charter)
British
Virgin Islands |
|
7373 |
(State
or other jurisdiction of
incorporation
or organization)
|
|
(Primary
Standard Industrial
Classification
Code Number)
|
Not
Applicable |
(I.R.S.
Employer Identification Number) |
Suite
309, 3/F, Dongfeng KASO
Dongfengbeiqiao,
Chaoyang District
Beijing
100016, China
Tel:
+86 10 6437 8678
(Address,
including zip code, and telephone number, including area code, of
Registrant’s principal executive offices)
Pat
Sek Yuen Chan, Chairman & Chief Executive Officer
Borqs Technologies, Inc.
Suite 309, 3/F, Dongfeng KASO, Dongfengbeiqiao
Chaoyang
District, Beijing 100016, China
Telephone: +86 10 6437 8678
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Copy
to:
Darrin
M. Ocasio, Esq.
Avital
Perlman, Esq.
Sichenzia
Ross Ference LLP
31st
Floor
New
York, NY 10036
Telephone:
(212) 930-9700
Approximate
date of commencement of proposed sale to the public: From
time to time after this Registration Statement becomes
effective.
If
any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following
box. ☒
If
this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933,
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933.
Emerging
growth company ☐
If an
emerging growth company that prepares its financial statements in
accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
|
† |
The
term “new or revised financial accounting standard” refers to any
update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012. |
CALCULATION OF REGISTRATION FEE
Each class of securities to be registered |
|
Amount
to be
registered(1) |
|
|
Proposed
maximum
aggregate
price per
common
share(2) |
|
|
Proposed
maximum
aggregate
offering price |
|
|
Amount of
registration
fee |
|
Ordinary shares, no
par value |
|
|
4,000,000 |
|
|
$ |
0.90 |
|
|
$ |
3,600,000 |
|
|
$ |
392.76 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total: |
|
|
4,000,000 |
|
|
|
|
|
|
$ |
3,600,000 |
|
|
$ |
392.76 |
|
(1) |
Pursuant to Rule 416 under the
Securities Act, the securities being registered hereunder include
such indeterminate number of securities as may be issued with
respect to the securities being registered hereunder as a result of
stock splits, stock dividends or similar transactions. |
(2) |
Estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(c)
under the Securities Act. The price per share and aggregate
offering price are based on the average of the high and low prices
of the registrant’s ordinary shares on June 16, 2021, as reported
on the Nasdaq Capital Market. |
The
Registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or
until the registration statement shall become effective on such
date as the Securities and Exchange Commission, acting pursuant to
said Section 8(a), may determine.
The information in this prospectus is not complete and may be
changed. These securities may not be sold until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities
nor does it seek an offer to buy these securities in any
jurisdiction where the offer or sale is not
permitted.
Subject to Completion, dated June 21, 2021
Preliminary
Prospectus
Borqs
Technologies, Inc.
4,000,000 ORDINARY SHARES
This prospectus relates to the sale or other disposition from time
to time by the selling shareholder identified in this prospectus of
up to 4,000,000 ordinary shares. All of the ordinary shares, when
sold, will be sold by the selling shareholder. We are not
selling any ordinary shares under this prospectus and will not
receive any of the proceeds from the sale or other disposition of
the ordinary shares by the selling shareholder. The ordinary
shares offered by this prospectus were originally issued in
December 2020 and issued to the selling shareholder in reliance on
exemptions from registration under the Securities Act.
The selling shareholder may sell or otherwise dispose of some or
all the ordinary shares covered by this prospectus in a number of
different ways and at varying prices. We provide more information
about how the selling shareholder may sell or otherwise dispose of
its ordinary shares in the section entitled “Plan of Distribution”
on page 11. Discounts, concessions, commissions and similar selling
expenses attributable to the sale of ordinary shares covered by
this prospectus will be borne by the selling shareholder. We
will pay the expenses incurred in registering the ordinary shares
covered by this prospectus, including legal and accounting fees.
We will not be paying any underwriting discounts or
commissions in this offering.
Our ordinary shares are listed on the Nasdaq Capital Market under
the symbol BRQS. On June 17, 2021, the closing price for an
ordinary share on the Nasdaq Capital Market was $0.87.
Investing in our
securities involves a high degree of risk. Before making an
investment decision, please read “Risk Factors” beginning on page 3
of this prospectus and any other risk factor included in any
accompanying prospectus supplement and in the documents
incorporated by reference into this prospectus or any prospectus
supplement.
Neither
the Securities and Exchange Commission (“SEC”) nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is
,
2021.
TABLE
OF CONTENTS
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
of the statements in this prospectus may constitute
“forward-looking statements” within the meaning of Section 27A of
the Securities Act of 1933, as amended (“Securities Act”) and
Section 21E of the Securities Exchange Act of 1934, as amended
(“Exchange Act”). These statements relate to future events
concerning our business and to our future revenues, operating
results and financial condition. In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,”
“could,” “would,” “should,” “expect,” “plan,” “anticipate,”
“intend,” “believe,” “estimate,” “forecast,” “predict,” “propose,”
“potential” or “continue,” or the negative of those terms or other
comparable terminology.
Any forward looking statements contained in this prospectus are
only estimates or predictions of future events based on information
currently available to our management and management’s current
beliefs about the potential outcome of future events. Whether these
future events will occur as management anticipates, whether we will
achieve our business objectives, and whether our revenues,
operating results or financial condition will improve in future
periods are subject to numerous risks. There are a number of
important factors that could cause actual results to differ
materially from the results anticipated by these forward-looking
statements. These important factors include those that we discuss
under the heading “Risk Factors” and in other sections of our
Annual Report on Form 20-F for the year ended December 31, 2020,
including all amendments thereto, as filed with the Securities and
Exchange Commission (SEC), as well as in our other reports filed
from time to time with the SEC that are incorporated by reference
into this prospectus. You should read these factors and the other
cautionary statements made in this prospectus and in the documents
we incorporate by reference into this prospectus as being
applicable to all related forward-looking statements wherever they
appear in this prospectus or the documents we incorporate by
reference into this prospectus. If one or more of these factors
materialize, or if any underlying assumptions prove incorrect, our
actual results, performance or achievements may vary materially
from any future results, performance or achievements expressed or
implied by these forward-looking statements. We undertake no
obligation to publicly update any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
ABOUT THIS
PROSPECTUS
This
prospectus is part of a registration statement on Form F-1 that we
filed with the SEC using a continuous offering process.
You
should read this prospectus, exhibits filed as part of the
registration statement and the information and documents
incorporated by reference carefully. Such documents contain
important information you should consider when making your
investment decision. See “Where You Can Find Additional
Information” and “Incorporation of Information by Reference” in
this prospectus.
You
should rely only on the information provided in this prospectus,
exhibits filed as part of the registration statement or documents
incorporated by reference into this prospectus. We have not
authorized anyone to provide you with different information. This
prospectus covers offers and sales of our ordinary shares only in
jurisdictions in which such offers and sales are permitted. The
information contained in this prospectus is accurate only as of the
date of this prospectus, regardless of the time of delivery of this
prospectus or of any sale of our ordinary shares. You should not
assume that the information contained in this prospectus is
accurate as of any date other than the date on the front cover of
this prospectus, or that the information contained in any document
incorporated by reference is accurate as of any date other than the
date of the document incorporated by reference, regardless of the
time of delivery of this prospectus or any sale of a
security.
In
this prospectus, we refer to Borqs Technologies, Inc. as “we,”
“us,” “our,” the “Company” or “Borqs.” You should rely only on the
information we have provided or incorporated by reference in this
prospectus, exhibits filed as part of the registration statement,
any applicable prospectus supplement and any related free writing
prospectus. We have not authorized anyone to provide you with
different information. No dealer, salesperson or other person is
authorized to give any information or to represent anything not
contained in this prospectus, any applicable prospectus supplement
or any related free writing prospectus.
BORQS TECHNOLOGIES,
INC.
Borqs
Technologies, Inc. (formerly known as “Pacific Special Acquisition
Corp.”, and hereinafter referred to as the “Company” “Borqs
Technologies”, “Borqs” or “we”) was incorporated in the British
Virgin Islands on July 1, 2015. The Company was formed for the
purpose of acquiring, engaging in a share exchange, share
reconstruction and amalgamation, purchasing all or substantially
all of the assets of, entering into contractual arrangements, or
engaging in any other similar business combination with one or more
businesses or entities.
On
August 18, 2017, the Company acquired 100% of the equity interest
of BORQS International Holding Corp. (“Borqs International”) and
its subsidiaries, variable interest entities (the “VIE”) and the
VIE’s subsidiaries (collectively referred to as “Borqs Group”
hereinafter) (the Company and Borqs Group collectively referred to
as the “Group”) in an all-stock merger transaction. Concurrent with
the completion of the acquisition of Borqs International, the
Company changed its name from Pacific Special Acquisition Corp., to
Borqs Technologies, Inc.
Our
principal place of business is located at Suite 309, 3/F, Dongfeng
KASO, Dongfengbeiqiao, Chaoyang District, Beijing 100016, People’s
Republic of China. Our telephone number is +86 10 6437 8678. Our
agent in the BVI is Kingston Chambers and their address is P.O. Box
173, Road Town, Tortola, British Virgin Islands.
We
are a global leader in software, development services and products
providing customizable, differentiated and scalable Android-based
smart connected devices and cloud service solutions. We are a
leading provider of commercial grade Android platform software for
mobile chipset manufacturers, mobile device OEMs and mobile
operators, as well as complete product solutions of mobile
connected devices for enterprise and consumer
applications.
Our
Connected Solutions business unit (the “Connected Solutions BU”)
works closely with chipset partners to develop new connected
devices. Borqs developed the reference Android software platform
and hardware platform for Intel and Qualcomm phones and tablets. We
provide Connected Solutions customers with customized, integrated,
commercial grade Android platform software and service solutions to
address vertical market segment needs through the targeted
BorqsWare software platform solutions. The BorqsWare software
platform consists of BorqsWare Client Software and BorqsWare Server
Software. The BorqsWare Client Software platform has been used in
Android phones, tablets, watches and various Internet-of-things
(“IoT”) devices. The BorqsWare Server Software platform consists of
back-end server software that allows customers to develop their own
mobile end-to-end services for their devices.
Our
MVNO business unit provides a full range 2G/3G/4G voice and data
services for general consumer usage and IoT devices, as well as
traditional telecom services such as voice conferencing. We decided
to sell the MVNO BU in order to focus on the growing IoT industry
via our Connected Solutions BU, especially with the coming of
5G.
In November 2018, the Company’s board of directors approved the
plan to dispose all of its tangible and intangibles assets related
to Yuantel, our MVNO BU, the Consolidated VIEs through a series of
agreements, signed in November 2018 and February 2019, with Jinan
Yuantel Communication Technology LLP (“Jinan Yuantel”) and
Jinggangshan Leiyi Venture Capital LLP (“JGS Venture”). According
to the agreements, all of the Company’s 75% equity interest in
Yuantel would be disposed at a consideration of RMB108.7 million.
The Company received only $5.98 million from the buyers within the
year ended December 31, 2019, the Company, then amended the
agreement with the another third-party buyers (the “New Buyers”) of
Yuantel as of September 1, 2020 to sell the remaining percentage of
Yuantel owned by the Company for $4.54 million, of which
approximately $0.4 million were received and the balance of $4.14
million was to be received by September 30, 2020, which was later
postponed to October 2020 by both parties. The Company received the
last payment of $1.2 million on October 27, 2020, and completed the
disposition of Yuantel on October 29, 2020. The New Buyers also
purchased the ownership of Yuantel that was first sold to other
purchasers in 2019. The disposal of the Consolidated VIEs
represents a strategic shift for the Company and has a major effect
on the Company’s results of operations. Accordingly, assets and
liabilities related to the Consolidated VIEs were reclassified as
held for sale as the carrying amounts would be recovered
principally through the sale and revenues, and expenses related to
the Consolidated VIEs were reclassified in the accompanying
consolidated financial statements as discontinued operations for
all periods presented. The consolidated balance sheets as of
December 31, 2019 and 2020 and consolidated statements of
operations for the years ended December 31, 2018, 2019 and 2020
were adjusted to reflect this change. There was no gain or loss
recognized on the reclassification of the discontinued operations
as held for sale. The sale of the MVNO business unit was finally
completed as of October 29, 2020.
In the years ended December 31, 2018, 2019 and 2020, Borqs
generated 96.7%, 98.3% and 98.4% of its Connected Solutions BU
revenues from customers headquartered outside of China and 3.3%,
1.7% and 1.6% from customers headquartered in China. As
of December 31, 2020, Borqs had collaborated with six mobile
chipset manufacturers and 29 mobile device OEMs to commercially
launch Android based connected devices in 11 countries, and sales
of connected devices with the BorqsWare software platform solutions
are embedded in more than 17 million units worldwide. The
discontinued MVNO BU generated all of its revenue from China.
We have dedicated significant resources to research and
development, and have research and development centers in Beijing,
China and Bangalore, India. As of December 31, 2020, 234 out of the
286 persons under our employ were technical professionals dedicated
to platform research and development and product specific
customization.
The
following customers accounted for near 10% or more of our total
revenues, not including discontinued operations, for the years
indicated:
2020 |
GreatCall,
Inc. |
41.9% |
|
|
ECOM
Instruments |
23.1% |
|
|
Qualcomm
India Ltd. |
14.4% |
|
|
|
|
|
2019 |
Reliance
Retail Limited |
63.9% |
|
|
GreatCall,
Inc. |
7.8% |
|
|
|
|
|
2018 |
Reliance
Retail Limited |
59.6% |
|
|
E La
Carte, Inc. |
8.0% |
|
RISK
FACTORS
An investment in our ordinary shares involves risks. Prior to
making a decision about investing in our ordinary shares, you
should consider carefully all of the information contained or
incorporated by reference in this prospectus, including any risks
in the section entitled “Risk Factors” contained in any supplements
to this prospectus and in our Annual Report on Form 20-F for the
fiscal year ended December 30, 2020, as amended to date, and in our
subsequent filings with the SEC. Each of the referenced risks and
uncertainties could adversely affect our business, operating
results and financial condition, as well as adversely affect the
value of an investment in our securities. Additional risks not
known to us or that we believe are immaterial may also adversely
affect our business, operating results and financial condition and
the value of an investment in our securities.
INCORPORATION
OF DOCUMENTS BY REFERENCE
The
SEC allows us to incorporate by reference the information we file
with them. This means that we can disclose important information to
you by referring you to those documents. Each document incorporated
by reference is current only as of the date of such document, and
the incorporation by reference of such documents should not create
any implication that there has been no change in our affairs since
such date. The information incorporated by reference is considered
to be a part of this prospectus and should be read with the same
care. When we update the information contained in documents that
have been incorporated by reference by making future filings with
the SEC, the information incorporated by reference in this
prospectus is considered to be automatically updated and
superseded. In other words, in the case of a conflict or
inconsistency between information contained in this prospectus and
information incorporated by reference into this prospectus, you
should rely on the information contained in the document that was
filed later.
We
incorporate by reference the documents listed below:
|
● |
Our
annual report on
Form 20-F for the fiscal year ended December 31, 2020 filed
with the SEC on April 26, 2021; |
|
● |
Amendment
No. 1 to our annual report on
Form 20-F/A for the fiscal year ended December 31, 2020 filed
with the SEC on June 14, 2021; |
|
● |
Form 6-K filed with the SEC on February 22, 2021; |
|
|
|
|
● |
Form 6-K filed with the SEC on February 25,
2021; |
|
● |
Form 6-K filed with the SEC on May 5, 2021; |
|
● |
Form 6-K filed with the SEC on May 7, 2021 |
|
● |
Form 6-K filed with the SEC on June 7, 2021; |
|
● |
Form 6-K filed with the SEC on June 15, 2021; |
|
● |
The
description of our ordinary shares contained in our registration
statement on
Form 8-A filed on October 13, 2015 pursuant to Section 12
of the Exchange Act, together with all amendments and reports filed
for the purpose of updating that description. |
Unless
expressly incorporated by reference, nothing in this prospectus
shall be deemed to incorporate by reference information furnished
to, but not filed with, the SEC. We post our SEC filings on our
website, www.borqs.com. We will also provide to you,
upon your written or oral request, without charge, a copy of any or
all of the documents we refer to above which we have incorporated
in this prospectus by reference, other than exhibits to those
documents unless such exhibits are specifically incorporated by
reference in the documents. You should direct your requests to
Anthony Chan, our Chief Financial Officer, at Suite 309, 3/F,
Dongfeng KASO, Dongfengbeiqiao, Chaoyang District, Beijing 100016,
China. Our telephone number at this address is +86 10 6437
8678.
SELLING
SHAREHOLDER
This prospectus relates to the resale by the selling shareholder
identified below of up to 4,000,000 ordinary shares. The ordinary
shares offered by this prospectus, originally issued in December
2020, were issued to the selling shareholder as settlement for
outstanding debt and compensation for consulting services in
reliance on exemptions from registration under the Securities
Act.
Selling shareholder Table
The table below sets forth:
|
● |
the
name and address of the selling shareholder; |
|
● |
the
number of ordinary shares beneficially owned by the selling
shareholder as of June 16, 2021; |
|
● |
the
maximum number of ordinary shares that may be sold or disposed of
by the selling shareholder under this prospectus; |
|
● |
the
number of ordinary shares that would be owned by the selling
shareholder after completion of the offering, assuming the sale of
all of the ordinary shares covered by this prospectus;
and |
|
● |
the
percentage of ordinary shares beneficially owned by the selling
shareholder based on 115,163,203 shares of ordinary shares
outstanding on June 16, 2021. |
The selling shareholder is not a broker-dealer regulated by the
Financial Industry Regulatory Authority. On January 31, 2020,
the Company issued 833,333 shares to the selling shareholder for
consulting services. On December 30, 2020, the selling shareholder
provided a $1 million loan to the Company. On February 16, 2021,
the Company issued 1,290,000 shares to the selling shareholder for
consulting services regarding the establishment of a R&D center
in California for the Company. As of May 4, 2021, the selling
shareholder participated in the Company’s fundraising and purchased
$2 million of convertible notes and warrants to purchase 1,739,130
shares of common stock. Other than as described herein, the selling
shareholder has not had any position, office or other material
relationship with the Company in the past three years. All
information with respect to share ownership has been furnished by
the selling shareholder. The shares being offered are being
registered to permit public secondary trading of such shares and
the selling shareholder may offer all or part of the shares it owns
for resale from time to time pursuant to this prospectus.
The term “selling shareholder” also includes any pledgees, donees,
transferees or other successors in interest to the selling
shareholder named in the table below. Unless otherwise
indicated, to our knowledge, each person named in the table below
has voting power and investment power (subject to applicable
community property laws) with respect to the shares of common stock
set forth opposite such person’s name. We will file a
supplement to this prospectus (or a post-effective amendment
hereto, if necessary) to name successors to any named selling
shareholder who is able to use this prospectus to resell the
securities registered hereby.
Beneficial ownership is determined under the rules of the SEC.
The number of shares beneficially owned by a person includes
shares of common stock underlying warrants, stock options and other
derivative securities to acquire our common stock held by that
person that are currently exercisable or convertible within 60 days
after June 16, 2021. The shares issuable under these securities are
treated as outstanding for computing the percentage ownership of
the person holding these securities, but are not treated as
outstanding for the purposes of computing the percentage ownership
of any other person.
As explained below under “Plan of Distribution,” we have agreed
with the selling shareholder to bear certain expenses (other than
broker discounts and commissions, if any) in connection with the
registration statement, which includes this prospectus.
|
|
Ordinary Shares Beneficially Owned
Prior to the Offering |
|
|
Shares Being |
|
|
Ordinary Shares
Beneficially
Owned After the
Offering |
|
Selling shareholder |
|
Shares |
|
|
Percentage |
|
|
Offered |
|
|
Shares |
|
|
Percentage |
|
American West Pacific International Investment Corporation (1) |
|
|
5,290,000 |
|
|
|
4.59 |
% |
|
|
4,000,000 |
|
|
|
1,290,000 |
|
|
|
1.12 |
% |
(1) |
Sherry H. Jiang is the president of
American West Pacific International Investment Corporation and in
such position has voting and dispositive control over securities of
the Company held by American West Pacific International Investment
Corporation. |
DESCRIPTION
OF OUR CAPITAL STOCK
We
are a company incorporated in the British Virgin Islands as a BVI
business company (company number 1880410) and our affairs are
governed by our memorandum and articles of association, the BVI
Business Companies Act (as amended) and the common law of the
British Virgin Islands. We are authorized to issue an unlimited
number of both ordinary shares of no par value and preferred shares
of no par value. The following description summarizes certain terms
of our shares as set out more particularly in our memorandum and
articles of association. Because it is only a summary, it may not
contain all the information that is important to you.
Ordinary
Shares
As of June 16, 2021, there are 115,163,203 ordinary shares
outstanding. Under the BVI Business Companies Act (as amended), the
ordinary shares are deemed to be issued when the name of the
shareholder is entered in our register of members. Our register of
members is maintained by our transfer agent, Continental Stock
Transfer & Trust Company. Our transfer agent has entered the
name of Cede & Co. in our register of members as nominee for
each of the respective public shareholders. If (a) information that
is required to be entered in the register of members is omitted
from the register or is inaccurately entered in the register, or
(b) there is unreasonable delay in entering information in the
register, a shareholder of the company, or any person who is
aggrieved by the omission, inaccuracy or delay, may apply to the
British Virgin Islands Courts for an order that the register be
rectified, and the court may either refuse the application or order
the rectification of the register, and may direct the company to
pay all costs of the application and any damages the applicant may
have sustained.
Any
action required or permitted to be taken by our shareholders must
be effected by a meeting of shareholders of our company, duly
convened and held in accordance with our memorandum and articles of
association. A resolution of our members may not be taken by a
resolution consented to in writing.
At
any general meeting of our shareholders, the chairman of the
meeting is responsible for deciding in such manner as he or she
considers appropriate whether any resolution proposed has been
carried or not and the result of his decision shall be announced to
the meeting and recorded in the minutes of the meeting. If the
chairman has any doubt as to the outcome of the vote on a proposed
resolution, the chairman shall cause a poll to be taken of all
votes cast upon such resolution. If the chairman fails to take a
poll then any member present in person or by proxy who disputes the
announcement by the chairman of the result of any vote may
immediately following such announcement demand that a poll be taken
and the chairman shall cause a poll to be taken. If a poll is taken
at any meeting, the result shall be announced to the meeting and
recorded in the minutes of the meeting.
A
resolution of our shareholders shall be duly and validly passed if
it is approved at a duly convened and constituted meeting of our
shareholders by the affirmative vote of a majority of the votes of
the shares entitled to vote thereon which were present at the
meeting and were voted. Each ordinary share in our company confers
upon the shareholder the right to one vote at any meeting of our
shareholders or on any resolution of shareholders.
The
rights and obligations attaching to our ordinary shares may only be
varied by a resolution passed at a meeting by the holders of more
than fifty percent (50%) of the ordinary shares present at a duly
convened and constituted meeting of our shareholders holding
ordinary shares which were present at the meeting. The other
provisions of our memorandum and articles of association may be
amended if approved by a resolution of our shareholders or by a
resolution of our directors (save that no amendment may be made by
a resolution of our directors (a) to restrict the rights or powers
of our shareholders to amend the memorandum or articles, (b) to
change the percentage of shareholders required to pass a resolution
of shareholders to amend the memorandum or articles, (c) in
circumstances where the memorandum or articles cannot be amended by
our shareholders, or (d) to change clauses 7, 8 or 11 of our
memorandum (or any of the defined terms used in any such clause or
regulation).
In
accordance with our memorandum and articles of association, our
Board is divided into three classes, with the number of directors
in each class to be as nearly equal as possible. Our existing Class
I directors will serve until our 2018 annual general meeting, our
existing Class II directors will serve until our 2019 annual
general meeting, and our existing Class III directors will serve
until our 2020 annual general meeting. Commencing at our 2018
annual general meeting, and at each following annual general
meeting, directors elected to succeed those directors whose terms
expire shall be elected for a term of office to expire at the third
annual general meeting following their election. There is no
cumulative voting with respect to the election of directors, with
the result that the holders of more than 50% of the votes of the
shares entitled to vote at any general meeting of our members at
which the election of directors is voted upon can elect all of the
directors (and the holders of more than 50% of the votes of the
shares entitled to vote at any general meeting of our members at
which the removal of our directors is voted upon can remove a
director with or without cause).
Our
shareholders are entitled to receive ratable dividends when, as and
if declared by the Board. Under the laws of the British Virgin
Islands, and as provided in our memorandum and articles of
association, our directors may authorize a distribution (including
any interim dividend that the directors consider to be justified by
the profits of our company) only if, immediately after the
distribution, the value of our assets will exceed our liabilities,
and we will be able to pay our debts as and when they fall due. In
the event of a liquidation or winding up of the company, our
shareholders are entitled to share ratably in all assets remaining
available for distribution to them after payment of liabilities and
after provision is made for each class of shares, if any, having
preference over the ordinary shares. Our shareholders have no
preemptive or other subscription rights. There are no sinking fund
provisions applicable to the ordinary shares, except that we will
provide our shareholders with the redemption rights set forth
above.
Preferred
Shares
Our
memorandum and articles of association authorizes the creation and
issuance without shareholder approval of an unlimited number of
preferred shares divided into five classes, Class A through Class E
each with such further designation, rights and preferences as may
be determined by a resolution of our Board to amend the memorandum
and articles of association to create such designations, rights and
preferences. We have five classes of preferred shares to give us
flexibility as to the terms on which each Class is issued. Unlike
Delaware law, all shares of a single class must be issued with the
same rights and obligations. Accordingly, starting with five
classes of preferred shares will allow us to issue shares at
different times on different terms. Accordingly, our Board is
empowered, without shareholder approval, to issue preferred shares
with dividend, liquidation, redemption, voting or other rights,
which could adversely affect the voting power or other rights of
the holders of ordinary shares. These preferred shares could be
utilized as a method of discouraging, delaying or preventing a
change in control of us.
No
preferred shares are currently issued or outstanding. Although we
do not currently intend to issue any preferred shares, we may do so
in the future.
The
rights attached to any class of preferred shares in issue, may only
be amended by a resolution passed at a meeting by the holders of
more than fifty percent (50%) of the preferred shares of that same
class present at a duly convened and constituted meeting of our
members holding preferred shares in such class which were present
at the meeting and voted, unless otherwise provided by the terms of
issue of such class. If our preferred shareholders want us to hold
a meeting of preferred shareholders (or of a class of preferred
shareholders), they may requisition the directors to hold one upon
the written request of preferred shareholders entitled to exercise
at least 30 percent of the voting rights in respect of the matter
for which the meeting is requested. Under British Virgin Islands
law, we may not increase the required percentage to call a meeting
above 30 percent.
Under
the BVI Business Companies Act (as amended) there are no provisions
which specifically prevent the issuance of preferred shares or any
such other “poison pill” measures. Our memorandum and articles of
association also do not contain any express prohibitions on the
issuance of any preferred shares. Therefore, the directors, without
the approval of the holders of ordinary shares, may issue preferred
shares that have characteristics that may be deemed anti-takeover.
Additionally, such a designation of shares may be used in
connection with plans that are poison pill plans. However, under
the BVI Business Companies Act (as amended), a director in the
exercise of his powers and performance of his duties is required to
act honestly and in good faith in what the director believes to be
the best interests of the company, and a director is also required
to exercise his powers as a director for a proper
purpose.
2017
Warrants
As of June 16, 2021, we had outstanding 6,281,875 warrants issued
by the predecessor special purpose acquisition company to purchase
ordinary shares (excluding the Warrants), which warrants were
registered in connection with our initial public offering. Each
public warrant entitles the registered holder to purchase one half
of one ordinary share at a price of $12.00 per full share, subject
to adjustment as discussed below. Pursuant to the warrant
agreement, a warrant holder may exercise its warrants only for a
whole number of shares. This means that only an even number of
warrants may be exercised at any given time by a warrant holder.
However, no public warrants will be exercisable for cash unless we
have an effective and current registration statement covering the
ordinary shares issuable upon exercise of the warrants and a
current prospectus relating to such ordinary shares.
Notwithstanding the foregoing, if a registration statement covering
the ordinary shares issuable upon exercise of the public warrants
is not effective within 90 days from August 18, 2017, warrant
holders may, until such time as there is an effective registration
statement and during any period when we shall have failed to
maintain an effective registration statement, exercise warrants on
a cashless basis pursuant to an available exemption from
registration under the Securities Act. If an exemption from
registration is not available, holders will not be able to exercise
their warrants on a cashless basis. The warrants will expire on the
fifth anniversary of the consummation of the acquisition of Borqs
International by way of merger at 5:00 p.m., New York City
time.
As of June 16, 2021, we had outstanding (i) 417,166 assumed
warrants with an exercise price of $5.36 per share, (ii) 3,250,000
warrants with an exercise price of $1.25 per share, and (iii)
100,000 warrants with an exercise price $0.01 per share, to
purchase ordinary shares that are not yet registered. These private
warrants are identical to the public warrants except that such
private warrants are not registered and will be exercisable for
cash (even if a registration statement covering the ordinary shares
issuable upon exercise of such warrants is not effective) or on a
cashless basis, at the holder’s option, and will not be redeemable
by us, in each case so long as they are still held by the initial
purchasers or their affiliates.
We
may call the public warrants for redemption, in whole and not in
part, at a price of $0.01 per warrant:
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at
any time while the warrants are exercisable, |
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upon
not less than 30 days’ prior written notice of redemption to each
warrant holder, |
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if,
and only if, the reported last sale price of the ordinary shares
equals or exceeds $18.00 per share, for any 20 trading days within
a 30 trading day period ending on the third business day prior to
the notice of redemption to warrant holders, and |
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if,
and only if, there is a current registration statement in effect
with respect to the ordinary shares underlying such warrants at the
time of redemption and for the entire 30-day trading period
referred to above and continuing each day thereafter until the date
of redemption. |
The
right to exercise will be forfeited unless the warrants are
exercised prior to the date specified in the notice of redemption.
On and after the redemption date, a record holder of a warrant will
have no further rights except to receive the redemption price for
such holder’s warrant upon surrender of such warrant.
The
redemption criteria for our warrants have been established at a
price which is intended to provide warrant holders a reasonable
premium to the initial exercise price and provide a sufficient
differential between the then-prevailing share price and the
warrant exercise price so that if the share price declines as a
result of our redemption call, the redemption will not cause the
share price to drop below the exercise price of the
warrants.
If we
call the warrants for redemption as described above, our management
will have the option to require all holders that wish to exercise
warrants to do so on a “cashless basis.” In such event, each holder
would pay the exercise price by surrendering the warrants for that
number of ordinary shares equal to the quotient obtained by
dividing (x) the product of the number of ordinary shares
underlying the warrants, multiplied by the difference between the
exercise price of the warrants and the “fair market value” (defined
below) by (y) the fair market value. The “fair market value” shall
mean the average reported last sale price of the ordinary shares
for the 10 trading days ending on the third trading day prior to
the date on which the notice of redemption is sent to the holders
of warrants. Whether we will exercise our option to require all
holders to exercise their warrants on a “cashless basis” will
depend on a variety of factors including the price of our ordinary
shares at the time the warrants are called for redemption, our cash
needs at such time and concerns regarding dilutive share
issuances.
The
warrants were issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as
warrant agent, and us. The warrant agreement provides that the
terms of the warrants may be amended without the consent of any
holder to cure any ambiguity or correct any defective provision,
but requires the approval, by written consent or vote, of the
holders of a majority of the then outstanding warrants in order to
make any change that adversely affects the interests of the
registered holders.
The
exercise price and number of ordinary shares issuable on exercise
of the warrants may be adjusted in certain circumstances including
in the event of a share dividend, extraordinary dividend or our
recapitalization, reorganization, merger or consolidation. However,
the warrants will not be adjusted for issuances of ordinary shares
at a price below their respective exercise prices.
The
warrants may be exercised upon surrender of the warrant certificate
on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant
certificate completed and executed as indicated, accompanied by
full payment of the exercise price, by certified or official bank
check payable to us, for the number of warrants being exercised.
The warrant holders do not have the rights or privileges of holders
of ordinary shares and any voting rights until they exercise their
warrants and receive ordinary shares. After the issuance of
ordinary shares upon exercise of the warrants, each holder will be
entitled to one vote for each share held of record on all matters
to be voted on by shareholders.
Except
as described above, no public warrants will be exercisable and we
will not be obligated to issue ordinary shares unless at the time a
holder seeks to exercise such warrant, a prospectus relating to the
ordinary shares issuable upon exercise of the warrants is current
and the ordinary shares have been registered or qualified or deemed
to be exempt under the securities laws of the state of residence of
the holder of the warrants. Under the terms of the warrant
agreement, we have agreed to use our best efforts to meet these
conditions and to maintain a current prospectus relating to the
ordinary shares issuable upon exercise of the warrants until the
expiration of the warrants. However, we cannot assure you that we
will be able to do so and, if we do not maintain a current
prospectus relating to the ordinary shares issuable upon exercise
of the warrants, holders will be unable to exercise their warrants
and we will not be required to settle any such warrant exercise. If
the prospectus relating to the ordinary shares issuable upon the
exercise of the warrants is not current or if the ordinary shares
is not qualified or exempt from qualification in the jurisdictions
in which the holders of the warrants reside, we will not be
required to net cash settle or cash settle the warrant exercise,
the warrants may have no value, the market for the warrants may be
limited and the warrants may expire worthless.
Warrant
holders may elect to be subject to a restriction on the exercise of
their warrants such that an electing warrant holder would not be
able to exercise their warrants to the extent that, after giving
effect to such exercise, such holder would beneficially own in
excess of 9.9% of the ordinary shares outstanding.
No
fractional shares will be issued upon exercise of warrants. If,
upon exercise of the warrants, a holder would be entitled to
receive a fractional interest in a share, we will, upon exercise,
round up or down to the nearest whole number the number of ordinary
shares to be issued to the warrant holder.
In
connection with our acquisition of Borqs International by way of
merger, holders of issued and outstanding warrants to purchase
shares of Borqs International received replacement warrants to
purchase an aggregate of 344,559 of our ordinary shares, the terms
and conditions of which are as described above.
2021
Private Placement Notes and Warrants
On February 25, 2021 and April 14, 2021 we entered into securities
purchase agreements with institutional and individual investors,
pursuant to which we sold approximately $6.67 million of notes (the
“February 25 Notes”) and 11,695,906 warrants at an exercise price
of $2.222 per share (the “February 25 Warrants), $1 million of
notes (the “April 14 Notes”) and 2,521,008 warrants at an exercise
price of $1.540 per share (the “April 14 Warrants” and, together
with the February 25 Warrants, the “Warrants”) and $15.3 million of
notes (the “May 5 Notes” and, together with the February 25 Notes
and the April 14 Notes, the “Notes.”) The Notes have a two year
term a conversion price of $0.972 per share. The Notes have certain
anti-dilution protections in the event of a lower priced issuance.
Interest shall accrue on the notes at 8% annually, payable on a
quarterly basis, in either cash or, in the event the registration
statement of which this prospectus forms a part has been declared
effective, ordinary shares. The Notes held by a particular holder
will not be convertible to the extent such conversion would result
in such holder owning more than 9.9% of the number of ordinary
shares outstanding after giving effect to the issuance of ordinary
shares issuable upon conversion of such note calculated in
accordance with Section 13(d) of the Exchange Act.
The
Warrants are exercisable immediately for a period of five years for
cash, at an exercise price of $2.222 per ordinary share for the
February 25 Warrants and $1.540 per ordinary share for the April 14
Warrants, subject to adjustment in the event of stock dividends and
splits, or sales or grants of ordinary shares or ordinary share
equivalents in certain transactions at less than the then current
exercise price, or where the exercise price is higher than the
then-current market price of the ordinary shares, on a cashless
exercise basis, using the Black Scholes Value. The Warrants
held by a particular holder will not be exercisable to the extent
such conversion would result in such holder owning more than 9.9%
of the number of ordinary shares outstanding after giving effect to
the issuance of ordinary shares issuable upon exercise of such
warrants calculated in accordance with Section 13(d) of the
Exchange Act.
Dividends
We
have not paid any cash dividends on our ordinary shares to
date.
Stock
Exchange Listing
Our
ordinary shares are listed on The Nasdaq Capital Market under the
symbol “BRQS.”
Transfer
Agent and Registrar and Warrant Agent
The
transfer agent and registrar for our ordinary shares and the
warrant agent for the Warrants is Continental Stock
Transfer& Trust Company. The transfer and warrant agent’s
address is One State Street, 30th Floor, New York, NY 10004, and
its telephone number is (212) 509-4000.
USE OF
PROCEEDS
We will not receive any of the proceeds from the sale or other
disposition of ordinary shares by the selling shareholder pursuant
to this prospectus.
The selling shareholder will pay any underwriting discounts and
commissions and any expenses incurred by the selling shareholder
for brokerage, accounting, tax or legal services or any other
expenses incurred by such selling shareholder in disposing of
ordinary shares covered by this prospectus.
PLAN OF
DISTRIBUTION
The selling shareholder of the securities and any of its pledgees,
assignees and successors-in-interest may, from time to time, sell
any or all of its securities covered hereby on the principal
Trading Market or any other stock exchange, market or trading
facility on which the securities are traded or quoted or in private
transactions. These sales may be at fixed or negotiated prices. The
selling shareholder may use any one or more of the following
methods when selling securities:
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ordinary
brokerage transactions and transactions in which the broker-dealer
solicits purchasers; |
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block
trades in which the broker-dealer will attempt to sell the
securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction; |
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purchases
by a broker-dealer as principal and resales by the broker-dealer
for its account; |
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an
exchange distribution in accordance with the rules of the
applicable exchange; |
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privately
negotiated transactions; |
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settlement
of short sales; |
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in
transactions through broker-dealers that agree with the selling
shareholder to sell a specified number of such securities at a
stipulated price per security; |
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through
the writing or settlement of options or other hedging transactions,
whether through an options exchange or otherwise; |
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a
combination of any such methods of sale; or |
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any
other method permitted pursuant to applicable law. |
The selling shareholder may also sell securities under Rule 144
under the Securities Act of 1933, as amended (the “Securities
Act”) or any other exemption from registration, if available,
rather than under this prospectus.
Broker-dealers engaged by the selling shareholder may arrange for
other broker-dealers to participate in sales. Broker-dealers may
receive commissions or discounts from the selling shareholder (or,
if any broker-dealer acts as agent for the purchaser of securities,
from the purchaser) in amounts to be negotiated, but, except as set
forth in a supplement to this Prospectus, in the case of an agency
transaction not in excess of a customary brokerage commission in
compliance with FINRA Rule 2121; and in the case of a principal
transaction, a markup or markdown in compliance with FINRA Rule
2121.
In connection with the sale of the securities or interests therein,
the selling shareholder may enter into hedging transactions with
broker-dealers or other financial institutions, which may in turn
engage in short sales of the securities in the course of hedging
the positions they assume. The selling shareholder may also sell
securities short and deliver these securities to close out their
short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The selling shareholder may
also enter into option or other transactions with broker-dealers or
other financial institutions or create one or more derivative
securities which require the delivery to such broker-dealer or
other financial institution of securities offered by this
prospectus, which securities such broker-dealer or other financial
institution may resell pursuant to this prospectus (as supplemented
or amended to reflect such transaction).
The selling shareholder and any broker-dealers or agents that are
involved in selling the securities may be deemed to be
“underwriters” within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received
by such broker-dealers or agents and any profit on the resale of
the securities purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each selling
shareholder has informed the Company that it does not have any
written or oral agreement or understanding, directly or indirectly,
with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred
by the Company incident to the registration of the securities. The
Company has agreed to indemnify the selling shareholder against
certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
Because the selling shareholder may be deemed to be an
“underwriter” within the meaning of the Securities Act, they will
be subject to the prospectus delivery requirements of the
Securities Act including Rule 172 thereunder. We will make copies
of this prospectus available to the selling shareholder and have
informed it of the need to deliver a copy of this prospectus to the
buyer at or prior to the time of the sale (including by compliance
with Rule 172 under the Securities Act). In addition, any
securities covered by this prospectus which qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than under this prospectus. The selling shareholder
have advised us that there is no shareholder or coordinating broker
acting in connection with the proposed sale of the resale
securities by the selling shareholder.
We agreed to keep this prospectus effective until the earlier of
(i) the date on which the securities may be resold by the
selling shareholder without registration and without regard to any
volume or manner-of-sale limitations by reason of Rule 144, without
the requirement for the Company to be in compliance with the
current public information under Rule 144 under the Securities Act
or any other rule of similar effect or (ii) all of the
securities have been sold pursuant to this prospectus or Rule 144
under the Securities Act or any other rule of similar effect. The
resale securities will be sold only through registered or licensed
brokers or dealers if required under applicable state securities
laws. In addition, in certain states, the resale securities covered
hereby may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is
complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the resale securities may not
simultaneously engage in market making activities with respect to
the Company’s ordinary shares for the applicable restricted period,
as defined in Regulation M, prior to the commencement of the
distribution. In addition, the selling shareholder will be subject
to applicable provisions of the Exchange Act and the rules and
regulations thereunder, including Regulation M, which may limit the
timing of purchases and sales of the Company’s ordinary shares by
the selling shareholder or any other person.
MATERIAL
CHANGES
Except as otherwise described in our Annual Report on Form 20-F for
the fiscal year ended December 31, 2020, as amended to date, in our
Reports on Form 6-K filed or submitted under the Exchange Act and
incorporated by reference herein and as disclosed in this
prospectus, no reportable material changes have occurred since
December 31, 2020.
LEGAL
MATTERS
Certain
legal matters related to the ordinary shares offered by this
prospectus will be passed upon on the Company’s behalf by Maples
and Calder (Hong Kong) LLP, with respect to matters of British
Virgin Islands law.
EXPERTS
Our
financial statements as of December 31, 2020, 2019 and 2018,
and for the years then ended, have been audited by Yu Certified
Public Accountant, P.C., an independent registered public
accounting firm, as stated in their report, which is incorporated
by reference in this prospectus. Such financial statements have
been incorporated by reference in this prospectus in reliance upon
the report of such firm (which report includes an explanatory
paragraph relating to
substantial doubt on the Company’s ability to continue as a going
concern, the adoption of Accounting Standards Codification Topic
326, Financial Instruments-Credit Losses, and the adoption of
Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement
(Topic 820): Disclosure Framework - Changes to the Disclosure
Requirements for Fair Value Measurement, and also critical audit
matters, including going concern assessment, Allowance for current
expected credit losses (“CECL”) on accounts receivables and other
receivables, and Accrual of contingent liability on the potential
dispute of ownership upon the Group’s discontinued operation) given
upon their authority as experts in accounting and
auditing.
ENFORCEABILITY OF CIVIL
LIABILITIES
We
are incorporated in the British Virgin Islands to take advantage of
certain benefits associated with being a British Virgin Islands
business company, such as:
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political
and economic stability; |
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an
effective judicial system; |
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a
favorable tax system; |
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the
absence of exchange controls or currency restrictions;
and |
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the
availability of professional and support services. |
However,
certain disadvantages accompany incorporation in the British Virgin
Islands. These disadvantages include, but are not limited
to:
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the
British Virgin Islands has a less developed body of securities laws
as compared to the United States and these securities laws provide
significantly less protection to investors as compared to the
United States; and |
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British
Virgin Islands companies may not have standing to sue before the
federal courts of the United States. |
Our
memorandum and articles of association do not contain provisions
requiring that disputes, including those arising under the
securities laws of the United States, between us, our officers,
directors and shareholders, be arbitrated.
Substantially
all of our assets are located outside of the United States. In
addition, the majority of our directors and officers are nationals
or residents of China and all or a substantial portion of their
assets are located outside the United States. As a result, it may
be difficult for investors to effect service of process within the
United States upon us or these persons, or to enforce against us or
them judgments obtained in United States courts, including
judgments predicated upon the civil liability provisions of the
securities laws of the United States or any state in the United
States.
There
is uncertainty as to whether the courts of the BVI or China would
(i) recognize or enforce judgments of United States courts obtained
against us or our directors or officers predicated upon the civil
liability provisions of the securities laws of the United States or
any state in the United States or (ii) entertain original actions
brought in the BVI or China against us or our directors or officers
predicated upon the securities laws of the United States or any
state in the United States.
There
is uncertainty with regard to British Virgin Islands law as to
whether a judgment obtained from the United States courts under
civil liability provisions of the securities laws will be
determined by the courts of the British Virgin Islands as penal or
punitive in nature. If such a determination is made, the courts of
the British Virgin Islands are also unlikely to recognize or
enforce the judgment against a British Virgin Islands company.
Because the courts of the British Virgin Islands have yet to rule
on whether such judgments are penal or punitive in nature, it is
uncertain whether they would be enforceable in the British Virgin
Islands. Although there is no statutory enforcement in the British
Virgin Islands of judgments obtained in the federal or state courts
of the United States, in certain circumstances a judgment obtained
in such jurisdiction may be recognized and enforced in the courts
of the British Virgin Islands at common law, without any
re-examination of the merits of the underlying dispute, by an
action commenced on the foreign judgment debt in the Commercial
Division of the Eastern Caribbean Supreme Court in the British
Virgin Islands, provided such judgment:
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is
given by a foreign court of competent jurisdiction; |
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imposes
on the judgment debtor a liability to pay a liquidated sum for
which the judgment has been given; |
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is
final; |
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is
not in respect of taxes, a fine, a penalty or similar fiscal or
revenue obligations of the company; and |
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was
not obtained in a fraudulent manner and is not of a kind the
enforcement of which is contrary to natural justice or the public
policy of the British Virgin Islands. |
In
appropriate circumstances, a British Virgin Islands court may give
effect in the British Virgin Islands to other kinds of final
foreign judgments such as declaratory orders, orders for
performance of contracts and injunctions.
Recognition
and enforcement of foreign judgments are provided for under China’s
Civil Procedure Law. China’s courts may recognize and enforce
foreign judgments in accordance with the requirements of the Civil
Procedure Law based either on treaties between China and the
country where the judgment is made or on reciprocity between
jurisdictions. There are no treaties between China and the United
States for the mutual recognition and enforcement of court
judgments, thus making the recognition and enforcement of a U.S.
court judgment in China difficult.
WHERE YOU CAN FIND
ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form F-1
relating to the ordinary shares covered by this prospectus. This
prospectus is part of the registration statement and does not
contain all the information in the registration statement. Any
statement made in this prospectus concerning a contract or other
document of ours is not necessarily complete, and you should read
the documents that are filed as exhibits to the registration
statement or otherwise filed with the SEC for a more complete
understanding of the document or matter. Each such statement is
qualified in all respects by reference to the document to which it
refers. You may inspect a copy of the registration statement at the
SEC’s Public Reference Room in Washington, D.C., as well as through
the SEC’s website.
We
are currently subject to periodic reporting and other informational
requirements of the Exchange Act as applicable to foreign private
issuers. Accordingly, we are required to file with or furnish to
the SEC reports, including annual report on Form 20-F, report of
foreign private issuer on Form 6-K and other information. All
information filed with or furnished to the SEC can be inspected and
copied at the public reference facilities maintained by the SEC at
100 F Street, N.E., Washington, D.C. 20549. You can request copies
of these documents upon payment of a duplicating fee, by writing to
the SEC. Please call the SEC at 1-800-SEC-0330 for further
information on the operation of the public reference rooms.
Additional information may also be obtained over the Internet at
the SEC’s website at www.sec.gov.
As a
foreign private issuer, we are exempt under the Exchange Act from,
among other things, the rules prescribing the furnishing and
content of proxy statements, and our executive officers, directors
and principal shareholders are exempt from the reporting and
short-swing profit recovery provisions contained in Section 16 of
the Exchange Act. In addition, we will not be required under the
Exchange Act to file periodic reports and financial statements with
the SEC as frequently or as promptly as U.S. companies whose
securities are registered under the Exchange Act.
We
also maintain a website at www.borqs.com, but information contained
on our website is not incorporated by reference in this prospectus
or any prospectus supplement. You should not regard any information
on our website as a part of this prospectus or any prospectus
supplement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM
6. INDEMNIFICATION OF
DIRECTORS AND OFFICERS.
Our memorandum and articles of association, the BVI Business
Companies Act, (as amended), and the common law of the British
Virgin Islands allow us to indemnify our officers and directors
from certain liabilities. Our memorandum and articles of
association provides that we may indemnify, hold harmless and
exonerate against all direct and indirect costs, fees and expenses
of any type or nature whatsoever, any person who (a) is or was a
party or is threatened to be made a party to any proceeding by
reason of the fact that such person is or was a director, officer,
key employee, adviser of our company; or (b) is or was, at the
request of our company, serving as a director of, or in any other
capacity is or was acting for, another Enterprise.
We will only indemnify the individual in question if the relevant
indemnitee acted honestly and in good faith with a view to the best
interests of our company and, in the case of criminal proceedings,
the indemnitee had no reasonable cause to believe that his conduct
was unlawful. The decision of our directors as to whether an
indemnitee acted honestly and in good faith and with a view to the
best interests of our company and as to whether such indemnitee had
no reasonable cause to believe that his conduct was unlawful is, in
the absence of fraud, sufficient for the purposes of our charter,
unless a question of law is involved.
The termination of any proceedings by any judgment, order,
settlement, conviction or the entering of a nolle prosequi does
not, by itself, create a presumption that the relevant indemnitee
did not act honestly and in good faith and with a view to the best
interests of our company or that such indemnitee had reasonable
cause to believe that his conduct was unlawful.
We may purchase and maintain insurance, purchase or furnish similar
protection or make other arrangements including, but not limited
to, providing a trust fund, letter of credit, or surety bond in
relation to any indemnitee or who at our request is or was serving
as a Director, officer or liquidator of, or in any other capacity
is or was acting for, another Enterprise, against any liability
asserted against the person and incurred by him in that capacity,
whether or not we have or would have had the power to indemnify him
against the liability as provided in our memorandum and articles of
association.
We have insurance policies under which, subject to the limitations
of the policies, coverage is provided to our directors and officers
against loss arising from claims made by reason of breach of
fiduciary duty or other wrongful acts as a director or officer,
including claims relating to public securities matters, and to us
with respect to payments that may be made by us to these officers
and directors pursuant to our indemnification obligations or
otherwise as a matter of law.
We have entered into indemnification agreements with each of our
directors and executive officers that may be broader than the
specific indemnification provisions contained in the BVI Companies
Act, 2004 or our charter. These indemnification agreements require
us, among other things, to indemnify our directors and executive
officers against liabilities that may arise by reason of their
status or service. These indemnification agreements also require us
to advance all expenses incurred by the directors and executive
officers in investigating or defending any such action, suit or
proceeding. We believe that these agreements are necessary to
attract and retain qualified individuals to serve as directors and
executive officers.
At present, we are not aware of any pending litigation or
proceeding involving any person who is or was one of our directors,
officers, employees or other agents or is or was serving at our
request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise,
for which indemnification is sought, and we are not aware of any
threatened litigation that may result in claims for
indemnification.
ITEM
7. RECENT SALES OF
UNREGISTERED SECURITIES.
In the three years preceding the filing of this registration
statement, we issued the securities described below without
registration under the Securities Act. Unless otherwise indicated
below, the securities were issued pursuant to the private placement
exemption provided by Section 4(a)(2) of the Securities Act and/or
Regulation D promulgated thereunder.
On January
9, 2019, we issued 183,342 shares to the owners of Colmei
Technology International Ltd. (“Colmei”) and Shenzhen Crave
communication Co., Ltd. (“Crave”) as a part of the consideration
paid for our acquisition of 13.8% of each of entities of Colmei and
Crave. During the 2020 pandemic, both Colmei and Crave had become
insolvent, and our company had written off the value of our
investment into Colmei and Crave as of December 31,
2020.
On January 9, 2019, we issued 1,632,555 shares to the owners of
Shanghai KADI Technologies Co., Ltd. (“KADI”) as a part of the
consideration paid for our acquisition of 60% of the ownership of
KADI. This acquisition transaction has not yet been completed, and
we are in the process of negotiation with KADI for a reduction in
the ownership we intended to acquire.
On May 23 of 2019, we sold a total of 3,734,283 shares to Chongqing
City Youtong Equity Investment Fund, LLP and received cash
consideration of $10.40 million.
On January 31, 2020, we issued 833,333 shares to the selling
shareholder for consulting services.
On May 7, 2020, we issued 970,870 shares to the owners of Coming
Technologies Ltd (“Coming Tech”) as settlement for a business
transaction debt the Company owed to Coming Tech in the amount of
$1.82 million.
On October 29, 2020, we issued 527,081 shares to the selling
shareholder as settlement for a cash loan due to the selling
shareholder in the amount of $0.40 million.
On November 4, 2020, we issued 1,580,929 shares to the owner of
Sinowinglaw LLP (a.k.a. Beijing Zhongpeng Law Firm) as settlement
for back due legal fees owed to Sinowinglaw in the amount of $1.22
million.
Between January 7 and February 4, 2021, we issued 22,727,613 shares
to LMFA Financial LLC (“LMFA”) as settlement for debt owed by the
Company to Partners For Growth (“PFG”) which LMFA purchased in the
amount of $18.23 million.
On February 16, 2021, the Company issued 1,290,000 shares to the
selling shareholder for consulting services regarding the
establishment of a R&D center in California for the
Company.
On February 17, 2021, we issued 1,506,726 shares to PFG as
settlement for debt owed by the Company to PFG in the amount of
$1.27 million.
On February 25, 2021 and April 14, 2021 we entered into securities
purchase agreements with certain of the selling shareholders,
pursuant to which we sold approximately $6.67 million of notes (the
“February 25 Notes”) and 11,695,906 warrants at an exercise price
of $2.222 per share (the “February 25 Warrants”) and $1 million of
notes (the “April 14 Notes” and, together with the February 25
Notes, the “2021 Notes”) and 2,521,008 warrants at an exercise
price of $1.540 per share (the “April 14 Warrants” and, together
with the February 25 Warrants, the “2021 Warrants”). The 2021 Notes
each have a two year term and are convertible into ordinary shares
at $0.972 per share.
The 2021 Warrants are exercisable immediately for a period of five
years for cash, at an exercise price of $2.222 per ordinary share
for the February 25 Warrants and $1.540 per ordinary share for the
April 14 Warrants, subject to adjustment in the event of stock
dividends and splits, or sales or grants of ordinary shares or
ordinary share equivalents in certain transactions at less than the
then current exercise price, or where the exercise price is higher
than the then-current market price of the ordinary shares, on a
cashless exercise basis, using the Black Scholes Value.
On May 5, 2021, the Company issued $15.3 million in convertible notes
with the same terms as the 2021 Notes to investors in the February
and April transactions.
On December 30, 2020, the Company issued 4,000,000 ordinary shares
to be held in escrow as security for repayment of a loan made by
the selling shareholder. On June 8, 2021, the Company and the
selling shareholder agreed to settle all principal owed under the
loan for the issuance to the selling shareholder of
1,587,302 shares. On June 14, 2021, the Company issued to the
selling shareholder 2,412,698 ordinary shares as compensation for
consulting services related to the Company’s Mission College 5G
R&D Center project. The 1,587,302 shares and the 2,412,698
shares were allocated from the shares previously held in
escrow.
ITEM
8. EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES.
|
(a) |
Exhibits |
See
Exhibit Index beginning on page II-5 and II-9 of this registration
statement. |
|
(b) |
Financial
Statement Schedules |
Schedules have been omitted because the information required to be
set forth therein is not applicable or is shown in the Consolidated
Financial Statements or the Notes thereto.
ITEM
9. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
described in Item 6, or otherwise, the registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
The undersigned registrant hereby undertakes that:
|
(1) |
For
purposes of determining any liability under the Securities Act, the
information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant under
Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this registration statement as of the time it
was declared effective. |
|
(2) |
For
the purpose of determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof. |
|
(3) |
For
the purpose of determining liability under the Securities Act to
any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed to be
part of and included in the registration statement as of the date
it is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use. |
|
(4) |
For
the purpose of determining any liability of the registrant under
the Securities Act to any purchaser in the initial distribution of
the securities, the undersigned registrant undertakes that in an
offering of securities of the undersigned registrant pursuant to
this registration statement, regardless of the underwriting method
used to sell the securities to the purchaser, if the securities are
offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities
to such purchaser: |
|
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424; |
|
(ii) |
Any
free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant; |
|
(iii) |
The
portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and |
|
(iv) |
Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this Form F-1 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Beijing, China, on June 21, 2021.
|
BORQS
TECHNOLOGIES, INC. |
|
|
|
|
By: |
/s/
Pat Sek Yuen Chan |
|
|
Pat
Sek Yuen Chan |
|
|
Chief
Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS that each individual whose
signature appears below constitutes and appoints Pat Sek Yuen Chan
and Anthony K. Chan, and each of them, his true and lawful
attorneysinfact and agents with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including posteffective amendments) to
this Registration Statement, and to sign any registration statement
for the same offering covered by the Registration Statement that is
to be effective upon filing pursuant to Rule 462(b) promulgated
under the Securities Act, and all posteffective amendments thereto,
and to file the same, with all exhibits thereto and all documents
in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneysinfact and agents, and each
of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said
attorneysinfact and agents or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done or
by virtue hereof.
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated:
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/
Pat Sek Yuan Chan |
|
Chief
Executive Officer and Director |
|
June
21, 2021 |
Pat
Sek Yuen Chan |
|
(Principal
Executive Officer) |
|
|
|
|
|
|
|
/s/
Anthony K. Chan |
|
Chief
Financial Officer |
|
June
21, 2021 |
Anthony
K. Chan |
|
(Principal
Financial Officer,
Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/
Wan Yu Chow |
|
Director |
|
June
21, 2021 |
Wan
Yu Chow |
|
|
|
|
|
|
|
|
|
/s/
Heung Sang Addy Fong |
|
Director |
|
June
21, 2021 |
Heung
Sang Addy Fong |
|
|
|
|
|
|
|
|
|
/s/
Ji Li |
|
Director |
|
June
21, 2021 |
Ji
Li |
|
|
|
|
|
|
|
|
|
/s/
Shizhu Long |
|
Director |
|
June
21, 2021 |
Shizhu
Long |
|
|
|
|
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE
REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the
undersigned, the duly authorized representative in the United
States of Borqs Technologies, Inc., has signed this registration
statement or amendment thereto in Santa Clara, California, on June
21, 2021.
|
By: |
/s/ Anthony K. Chan |
|
|
Anthony K. Chan |
|
|
Chief Financial Officer |
EXHIBIT INDEX
Exhibit
Number
|
|
Exhibit Title |
|
Form |
|
File
No. |
|
Exhibit |
|
Filing
Date |
|
Filed
Herewith
|
2.1 |
|
Borqs
Technologies, Inc. 2017 Equity Incentive Plan, as
amended |
|
8-K |
|
001-37593 |
|
10.10 |
|
8/24/17 |
|
|
2.2 |
|
Form
of Warrant, dated August 18, 2017, by and between the Company and
each of Warrant Holders |
|
8-K |
|
001-37593 |
|
10.11 |
|
8/24/17 |
|
|
2.3 |
|
Form
of Warrant issued to Partners For Growth V, L.P. |
|
8-K |
|
001-37593 |
|
10.4 |
|
12/20/18 |
|
|
2.4 |
|
Description
of Securities |
|
20-F |
|
001-37593 |
|
2.4 |
|
2/4/2020 |
|
|
3.1 |
|
Amended and Restated Memorandum and Articles of
Association |
|
8-K |
|
001-37593 |
|
3.1 |
|
8/24/17 |
|
|
5.1 |
|
Opinion
of Maples and Calder (Hong Kong) LLP, British Virgin Islands
counsel to the Company |
|
|
|
|
|
|
|
|
|
X |
10.1 |
|
Loan
and Security Agreement, Effective as of April 30, 2018, by and
between Borqs Hong Kong Limited and Partners for Growth V,
L.P. |
|
S-1/A |
|
333-223034 |
|
10.20 |
|
7/2/18 |
|
|
10.2 |
|
Subordination Agreement, Effective as of April 30, 2018, by and
between Borqs Hong Kong Limited, Borqs International Holding Corp.,
Spd Silicon Valley Bank Co., Ltd. and Partners for Growth V,
L.P. |
|
S-1/A |
|
333-223034 |
|
10.21 |
|
7/2/18 |
|
|
10.3 |
|
Deed
Of Guarantee and Indemnity, Effective as of April 30, by and
between Borqs International Holding Corp. and Partners for Growth
V, L.P. |
|
S-1/A |
|
333-223034 |
|
10.22 |
|
7/2/18 |
|
|
10.4 |
|
Debenture,
Effective as of April 30, 2018, by and between Borqs International
Holding Corp. and Partners for Growth V, L.P. |
|
S-1/A |
|
333-223034 |
|
10.23 |
|
7/2/18 |
|
|
10.5 |
|
Deed
and Charge Of Shares, Effective as of April 30, 2018, by and
between Borqs International Holding Corp. and Partners for Growth
V, L.P. |
|
S-1/A |
|
333-223034 |
|
10.24 |
|
7/2/18 |
|
|
10.6 |
|
Deed
Of Guarantee and Indemnity, Effective as of April 30, 2018, by and
Between Borqs Hong Kong Limited and Partners for Growth V.,
L.P. |
|
S-1/A |
|
333-223034 |
|
10.25 |
|
7/2/18 |
|
|
10.7 |
|
Debenture, Effective as of April 30, 2018, by and between Borqs
Hong Kong Limited and Partners for Growth V, L.P. |
|
S-1/A |
|
333-223034 |
|
10.26 |
|
7/2/18 |
|
|
10.8 |
|
Intellectual Property Security Agreement, Effective as of April 30,
2018, By and between Borqs Hong Kong and Partners for Growth V,
L.P. |
|
S-1/A |
|
333-223034 |
|
10.27 |
|
7/2/18 |
|
|
10.9 |
|
Intellectual Property Security Agreement, Effective as of April 30,
2018, By and between Borqs Hong Kong and Partners for Growth V,
L.P. |
|
S-1/A |
|
333-223034 |
|
10.28 |
|
7/2/18 |
|
|
10.10 |
|
Equitable
Mortgage, Effective as of April 30, 2018, by and between Borqs
Technologies, Inc. and Partners For Growth V, L.P. |
|
S-1/A |
|
333-223034 |
|
10.29 |
|
7/2/18 |
|
|
10.11 |
|
Waiver
and Modification No. 2 To Loan and Security Agreement, Effective as
of April 30, 2018, by and between Borqs Hong Kong Limited and
Partners for Growth V, L.P. |
|
S-1/A |
|
333-223034 |
|
10.30 |
|
7/2/18 |
|
|
10.12 |
|
Amended
and Restated Registration Rights Agreement, dated August 18, 2017,
by and among Pacific and certain shareholders of
Pacific |
|
8-K |
|
001-37593 |
|
10.13 |
|
8/24/17 |
|
|
10.13 |
|
Share
Purchase Agreement, dated January 18, 2018, by and among with Borqs
Technologies, Inc. and Colmei Technology International Limited,
Shenzhen Crave Communication Company, Limited, and their respective
shareholders. |
|
8-K |
|
001-37593 |
|
99.1 |
|
1/22/18 |
|
|
1014 |
|
Form
of Indemnification Agreement, dated August 18, 2017, by and Borqs
Technologies, Inc. and each of its directors and executive
officers |
|
10-K |
|
001-37593 |
|
10.19 |
|
4/2/18 |
|
|
10.15 |
|
Share
Pledge Agreement, Effective October 18, 2016, by and between Borqs
Beijing Ltd., Wang Tun, and Beijing Big Cloud
Century |
|
S-1/A |
|
333-223034 |
|
10.37 |
|
8/6/18 |
|
|
10.16 |
|
Share
Pledge Agreement, Effective October 18, 2016, by and between Borqs
Beijing Ltd., Wang Tun, and Beijing Big Cloud Century Network
Technology Ltd. |
|
S-1/A |
|
333-223034 |
|
10.38 |
|
8/6/18 |
|
|
10.17 |
|
Amendment
Agreement, Effective August 31, 2018, by and between Borqs Hong
Kong Limited and Spd Silicon Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.42 |
|
9/14/18 |
|
|
10.18 |
|
Amendment
Agreement, Effective August 31, 2018, by and between Borqs Beijing
Ltd. and Spd Silicon Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.43 |
|
9/14/18 |
|
|
10.19 |
|
Guarantee
Agreement for Corporate Guarantor for Borqs Hong Kong Limited,
Effective as of August 31, 2018, by and between Borqs Technologies,
Inc. and Spd Silicon Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.44 |
|
9/14/18 |
|
|
10.20 |
|
Guarantee
Agreement for Corporate Guarantor for Borqs Beijing Ltd. Effective
as of August 31, 2018, by and between Borqs Technologies, Inc. and
Spd Silicon Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.45 |
|
9/14/18 |
|
|
10.21 |
|
Guarantee
Agreement for Corporate Guarantor for Borqs Hong Kong Limited,
Effective as of August 31, 2018, by and between Borqs International
Holding Corp. and Spd Silicon Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.46 |
|
9/14/18 |
|
|
10.22 |
|
Guarantee
Agreement for Corporate Guarantor for Borqs Beijing Ltd., Effective
as of August 31, 2018, by and between Borqs International Holding
Corp. and Spd Silicon Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.47 |
|
9/14/18 |
|
|
10.23 |
|
Loan
and Security Agreement, Effective as of August 26, 2016, by and
between Borqs Hong Kong Limited and Partners for Growth Iv,
L.P. |
|
S-1/A |
|
333-223034 |
|
10.48 |
|
9/14/18 |
|
|
10.24 |
|
Deed
Of Guarantee and Indemnity, Effective as of August 26, 2016, by and
between Borqs International Holding Corp. and Partners for Growth
Iv, L.P. |
|
S-1/A |
|
333-223034 |
|
10.49 |
|
9/14/18 |
|
|
10.25 |
|
Debenture,
Effective as of August 26, 2016, by and between Borqs International
Holding Corp. and Partners for Growth Iv, L.P. |
|
S-1/A |
|
333-223034 |
|
10.50 |
|
9/14/18 |
|
|
10.26 |
|
Intellectual
Property Security Agreement, Effective as of August 26, 2016, by
and between Borqs International Holding Corp. and Partners for
Growth Iv, L.P. |
|
S-1/A |
|
333-223034 |
|
10.51 |
|
9/14/18 |
|
|
10.27 |
|
Deed
Of Guarantee and Indemnity, Effective as of August 26, 2016, by and
between Borqs Hong Kong Limited and Partners for Growth IV,
L.P. |
|
S-1/A |
|
333-223034 |
|
10.52 |
|
9/14/18 |
|
|
10.28 |
|
Debenture,
Effective as of August 26, 2016, by and between Borqs Hong Kong
Limited and Partners for Growth Iv, L.P. |
|
S-1/A |
|
333-223034 |
|
10.53 |
|
9/14/18 |
|
|
10.29 |
|
Intellectual
Property Security Agreement, Effective as of August 26, 2016, by
and between Borqs Hong Kong Limited and Partners for Growth Iv,
L.P. |
|
S-1/A |
|
333-223034 |
|
10.54 |
|
9/14/18 |
|
|
10.30 |
|
Subordination
Agreement, Effective as of August 15, 2016, by and between Spd
Silicon Valley Bank Co., Ltd. and Partners for Growth Iv,
L.P. |
|
S-1/A |
|
333-223034 |
|
10.55 |
|
9/14/18 |
|
|
10.31 |
|
Facility
Agreement for Working Capital Loans, Effective as of August 31,
2015, by and between Borqs Hong Kong Limited and Spd Silicon Valley
Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.56 |
|
9/14/18 |
|
|
10.32 |
|
Guarantee
Agreement for Corporate Guarantor, Effective as of August 31, 2015,
Byand Between Borqs International Holding Corp. and Spd Silicon
Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.57 |
|
9/14/18 |
|
|
10.33 |
|
Amendment
Agreement, Effective July 20, 2016, by and between Borqs Hong Kong
Limited and Spd Silicon Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.58 |
|
9/14/18 |
|
|
10.34 |
|
Amendment
Agreement, Effective August 31, 2017, by and between Borqs Hong
Kong Limited and Spd Silicon Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.59 |
|
9/14/18 |
|
|
10.35 |
|
Facility
Agreement for Working Capital Loan, Effective as of July 20, 2016,
by and between Borqs Beijing Ltd. and Spd Silicon Valley Bank Co.,
Ltd. |
|
S-1/A |
|
333-223034 |
|
10.60 |
|
9/14/18 |
|
|
10.36 |
|
Pledge
Agreement Of Accounts Receivable, Effective as of July 20, 2016, by
and between Borqs Beijing Ltd. and Spd Silicon Valley Bank Co.,
Ltd. |
|
S-1/A |
|
333-223034 |
|
10.61 |
|
9/14/18 |
|
|
10.37 |
|
Amendment
Agreement, Effective July 20, 2017, by and between Borqs Beijing
Ltd. and Spd Silicon Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.62 |
|
9/14/18 |
|
|
10.38 |
|
Amendment
Agreement, Effective August 31, 2017, by and between Borqs Beijing
Ltd. and Spd Silicon Valley Bank Co., Ltd. |
|
S-1/A |
|
333-223034 |
|
10.63 |
|
9/14/18 |
|
|
10.39 |
|
Share
Purchase Agreement, dated as of December 15, 2018, by and among
Borqs Technologies, Inc., Borqs Beijing, Ltd., Borqs Hong Kong
Limited, Shanghai KADI Technologies Co., Ltd., KADI Technologies
Limited and the selling shareholders named therein. |
|
8-K |
|
001-37593 |
|
10.1 |
|
12/20/18 |
|
|
10.40 |
|
Waiver
and Modification No. 1 to Loan and Security Agreement, dated as of
December 17, 2018, by and among Partners for Growth V, L.P., Borqs
Hong Kong Limited, BORQS International Holding Corp. and Borqs
Technologies, Inc. |
|
8-K |
|
001-37593 |
|
10.2 |
|
12/20/18 |
|
|
10.41 |
|
Promissory
Note, dated December 17, 2018 |
|
8-K |
|
001-37593 |
|
10.3 |
|
12/20/18 |
|
|
10.42 |
|
Amended
and Restated Loan and Security Agreement, dated March 8, 2019, by
and among the Company, PFG5, BORQS HK, BORQS Tech HK and BORQS
International |
|
6-K |
|
001-37593 |
|
10.1 |
|
03/14/19 |
|
|
10.43 |
|
Reaffirmations
of Intellectual Property Security Agreement and Joinder, dated
March 8, 2019, by and among PFG5, BORQS HK, BORQS Tech HK and BORQS
International |
|
6-K |
|
001-37593 |
|
10.4 |
|
03/14/19 |
|
|
10.44 |
|
Share
Pledge Agreement, dated March 8, 2019, by and among PFG5, BORQS HK
and BORQS Tech HK |
|
6-K |
|
001-37593 |
|
10.5 |
|
03/14/19 |
|
|
10.45 |
|
Equity
Mortgage, dated March 8, 2019, by and among PFG5, BORQS
International and the Company |
|
6-K |
|
001-37593 |
|
10.6 |
|
03/14/19 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.46 |
|
Share
Pledge Agreement, dated March 8, 2019, by and among PFG5, BORQS
International, BORQS HK and BORQS Software Solutions Private
Limited |
|
6-K |
|
001-37593 |
|
10.7 |
|
03/14/19 |
|
|
10.47 |
|
Custody
and Control Agreement, dated March 8, 2019, by and among PFG5,
BORQS International, BORQS HK and Borqs Software Solutions Private
Limited |
|
6-K |
|
001-37593 |
|
10.8 |
|
03/14/19 |
|
|
10.48 |
|
Securities
Purchase Agreement, dated April 29, 2019, by and between the
Company and Chongqing City Youtong Equity Investment Fund, Limited
Liability Partnership |
|
6-K |
|
001-37593 |
|
10.1 |
|
05/22/19 |
|
|
10.49 |
|
Partial
Assignment and Amendment of Backstop and Subscription Agreement,
dated August 18, 2017, by and between Zhengqi, EarlyBirdCapital,
Pacific and Borqs International |
|
8-K |
|
001-37593 |
|
10.12 |
|
8/24/17 |
|
|
10.50 |
|
Letter
of Intent, dated January 8, 2018, by and between Borqs
Technologies, Inc. and Shanghai KADI Technologies Co.,
Ltd. |
|
10-K |
|
001-37593 |
|
10.14 |
|
4/2/18 |
|
|
10.51 |
|
Vendor
Master Services Agreement, dated July 5, 2013, by and between Borqs
Software Solutions Pvt. Ltd. and Qualcomm India Private
Limited |
|
S-1/A |
|
333-223034 |
|
10.18 |
|
5/14/18 |
|
|
10.52 |
|
Vendor
Master Services Agreement, dated July 5, 2013, by and Between Borqs
Software Solutions Pvt. Ltd. and Qualcomm India Private
Limited |
|
S-1/A |
|
333-223034 |
|
10.18 |
|
7/2/18 |
|
|
10.53 |
|
Colmei
Technology International Limited Master Manufacturing Agreement and
Form of Purchase Order, dated March 6, 2017. |
|
10-K |
|
001-37593 |
|
10.17 |
|
4/2/18 |
|
|
10.54 |
|
Reliance
Retail Limited Form of Purchase Order, dated November 23,
2015 |
|
10-K |
|
001-37593 |
|
10.18 |
|
4/2/18 |
|
|
10.55 |
|
Exclusive
Business Cooperation Agreement, Effective October 18, 2016, by and
between Borqs Beijing Ltd. and Beijing Big
Cloud |
|
S-1/A |
|
333-223034 |
|
10.32 |
|
8/6/18 |
|
|
10.56 |
|
Loan
Contract, Effective October 18, 2016, by and between Borqs Beijing
Ltd. and Between Borqs Beijing Ltd. and Wang Lei |
|
S-1/A |
|
333-223034 |
|
10.33 |
|
8/6/18 |
|
|
10.57 |
|
Loan
Contract, Effective October 18, 2016, by and between Borqs Beijing
Ltd. and Wang Tun |
|
S-1/A |
|
333-223034 |
|
10.34 |
|
8/6/18 |
|
|
10.58 |
|
Exclusive
Option Agreement, Effective October 18, 2016, by and between Borqs
Beijing Ltd., Wang Lei, and Beijing Big Cloud Century Network
Technology Ltd. |
|
S-1/A |
|
333-223034 |
|
10.35 |
|
8/6/18 |
|
|
10.59 |
|
Exclusive
Option Agreement, Effective October 18, 2016, by and between Borqs
Beijing Ltd., Wang Tun, and Beijing Big Cloud
Century |
|
S-1/A |
|
333-223034 |
|
10.36 |
|
8/6/18 |
|
|
10.60 |
|
Overseas
Procurement and Sales Service Agreement, dated November 20, 2017,
by and between Borqs International Holding Corp., Hhmc
Microelectronics Co., Limited and Borqs Technologies,
Inc. |
|
S-1/A |
|
333-223034 |
|
10.41 |
|
8/6/18 |
|
|
10.61 |
|
Master
Services Agreement for Software Development, dated February 8,
2018, by and between Cloudminds (Hong Kong) Ltd. and Borqs Hong
Kong Limited. |
|
10-Q |
|
001-37593 |
|
10.1 |
|
11/19/18 |
|
|
10.62 |
|
Loan
Agreement, effective November 29, 2018, by and among BORQS Beijing
Ltd., HHMC Microelectronics Co., Ltd., Borqs Technologies, Inc. and
Pat Chan. |
|
8-K |
|
001-37593 |
|
10.1 |
|
12/6/18 |
|
|
10.63 |
|
Formal
Commercial Cooperation Agreement for Mobile Communication Resale
Business, dated June 5, 2018, by and between Yuantel (Beijing)
Investment Management Co., Ltd. and China Unicom |
|
20-F |
|
001-37593 |
|
4.63 |
|
2/4/2020 |
|
|
10.64 |
|
Memorandum
of Understanding of Equity Transfer and Incentive, dated November
8, 2018, between Beijing Big Cloud Century Network Technology Co.,
Ltd. and Jinan Yuantel Communication Technology LLP |
|
20-F |
|
001-37593 |
|
4.64 |
|
2/4/2020 |
|
|
10.65 |
|
Ownership
Transfer Agreement, dated February 14, 2019, between Beijing Big
Cloud Century Network Technology Co., Ltd. and Jinggangshan Leiyi
Venture Capital LLP |
|
20-F |
|
001-37593 |
|
4.65 |
|
2/4/2020 |
|
|
10.66 |
|
10%
Equity Transfer Agreement, dated February 28, 2019, by and between
Beijing Big Cloud Network Techonology Co., Ltd. And Jinan Yuantel
Communications Technology Partnership |
|
20-F |
|
001-37593 |
|
4.66 |
|
2/4/2020 |
|
|
10.67 |
|
Mobile
Communication Resale Business Cooperation Agreement, dated January
10, 2018, by and between Yuantel (Beijing) Investment Management
Co., Ltd. and China Unicom |
|
20-F |
|
001-37593 |
|
4.67 |
|
2/4/2020 |
|
|
10.68 |
|
Alpha
Network Ltd. Manufacturing & Service Agreement and Form of
Purchase Order, dated September 1, 2015 |
|
10-K |
|
001-37593 |
|
10.16 |
|
4/2/18 |
|
|
10.69 |
|
Waiver,
Consent and Modification to Loan and Security Agreement, dated June
28, 2019, by and among PFG4, Borqs HK, Borqs International, and the
Company. |
|
20-F |
|
001-37593 |
|
4.69 |
|
2/4/2020 |
|
|
10.70 |
|
Waiver,
Consent and Modification No. 1 to Amended and Restated Loan and
Security Agreement, dated June 28, 2019, by and among PFG5, Borqs
HK, Borqs International, and the Company. |
|
20-F |
|
001-37593 |
|
4.70 |
|
2/4/2020 |
|
|
10.71 |
|
Supplementary
Agreement 1 of the “Mobile Communication Resale Business
Cooperation Agreement,” dated January 16, 2019, by and between
Yuantel (Beijing) Investment Management Co., Ltd. and China
Unicom |
|
20-F |
|
001-37593 |
|
4.71 |
|
2/4/2020 |
|
|
10.72 |
|
20%
Equity Transfer Agreement, dated February 28, 2019, by and between
Beijing Big Cloud Network Techonology Co., Ltd. And Jinan Yuantel
Communications Technology Partnership |
|
20-F |
|
001-37593 |
|
4.72 |
|
2/4/2020 |
|
|
10.73 |
|
Engagement
Letter, dated December 6, 2019, by and between the Company and
American West Pacific International Investment
Corp. |
|
20-F |
|
001-37593 |
|
4.73 |
|
2/4/2020 |
|
|
10.74 |
|
Amended
Engagement Letter, dated January 17, 2020, by and between the
Company and American West Pacific International Investment
Corp. |
|
20-F |
|
001-37593 |
|
4.74 |
|
2/4/2020 |
|
|
10.75 |
|
Strategic
Cooperation Agreement, dated January 2020, by and between China
National Technical & Export Corp, Genertec America Inc., and
the Company |
|
20-F |
|
001-37593 |
|
4.75 |
|
2/4/2020 |
|
|
10.76 |
|
Stock
Repurchase Agreement, dated January 10, 2018, by and among with
Borqs Technologies, Inc., Zhengqi International Holding Limited,
Borqs International Holding Corp, Zhengqi International Holding
Limited, solely in its capacity as the Issuer Representative, and
Zhengdong Zou, solely in its capacity as the Seller
Representative |
|
8-K |
|
001-
37593 |
|
99.1 |
|
01/12/18 |
|
|
10.77 |
|
YT
Ownership Transfer Agreement, dated September 1, 2020, by and among
Fengbin Tian, Beijing Big Cloud Century Network Technology Company,
Limited, and Jinggangshan Leiyi Venture Capital Partnership
Enterprise, Limited |
|
20-F |
|
001-37593 |
|
4.77 |
|
09/30/2020 |
|
|
10.78 |
|
Loan Agreement of
November 27, 2020 with Run He |
|
20-F |
|
|
|
4.76 |
|
4/22/2021 |
|
|
10.79 |
|
Settlement
Agreement with LMFA Financing, LLC, Of December 14,
2020 |
|
20-F |
|
|
|
4.77 |
|
4/22/2021 |
|
|
10.80 |
|
Loan
Agreement of December 30, 2020 with American West Pacific
International Investment Corporation |
|
20-F |
|
|
|
4.78 |
|
4/22/2021 |
|
|
10.81 |
|
Settlement
Agreement with Growth V, L.P. of February 11, 2021 |
|
20-F |
|
|
|
4.79 |
|
4/26/2021 |
|
|
10.82 |
|
Form
of Securities Purchase Agreement. |
|
20-F |
|
|
|
4.80 |
|
4/26/2021 |
|
|
10.83 |
|
Form
of Convertible Note. |
|
20-F |
|
|
|
4.81 |
|
4/26/2021 |
|
|
10.84 |
|
Form
of Warrant. |
|
20-F |
|
|
|
4.82 |
|
4/26/2021 |
|
|
10.85 |
|
Form
of Registration Rights Agreement. |
|
20-F |
|
|
|
4.83 |
|
4/26/2021 |
|
|
10.86 |
|
Settlement Agreement dated June 8, 2021 |
|
|
|
|
|
|
|
|
|
X |
10.87 |
|
Consulting Agreement dated June 14, 2021 |
|
|
|
|
|
|
|
|
|
X |
21.1 |
|
List
of Subsidiaries |
|
20-F |
|
001-37592 |
|
8.1 |
|
02/4/2020 |
|
|
23.1 |
|
Consent
of Yu Certified Public Accountant, P.C. (“Yu CPA”) |
|
|
|
|
|
|
|
|
|
X |
23.2 |
|
Consent
of Maples and Calder (Hong Kong) LLP, British Virgin Islands
counsel to the Company (included in Exhibit 5.1) |
|
|
|
|
|
|
|
|
|
X |
24.1 |
|
Power
of Attorney (included on signature page thereof) |
|
F-1 |
|
333-255542 |
|
|
|
4/27/21 |
|
|
II-9
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