UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 20-F/A
Amendment No. 2
(Mark One)
☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒ ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31,
2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report:
Not applicable
Commission file number: 001-37593
BORQS TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT
AS SPECIFIED IN ITS CHARTER)
(Translation of Registrant’s Name into English)
British Virgin Islands
(Jurisdiction of incorporation or organization)
Suite 309, 3/F, Dongfeng KASO, Dongfengbeiqiao
Chaoyang District, Beijing 100016, China
(Address of 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, Fax: +86 1086 6437 2678
(Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)
Securities registered or to be registered pursuant
to Section 12(b) of the Act:
Title of class
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Trading Symbol
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Name of exchange on which registered
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Ordinary shares, no par value
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BRQS
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Nasdaq Capital Market
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Securities registered or to be registered pursuant
to Section 12(g) of the Act: None
Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each
of the issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report: As of December
31, 2020, there were 59,943,310 shares of the registrant’s ordinary shares, no par value, issued and outstanding.
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. ☐ Yes ☒ No
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days ☒ Yes ☐ No
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒
Yes ☐ No
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Emerging growth company
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☐
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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 13(a) of the Exchange
Act. ☐
Indicate by check mark whether the registrant has
filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. ☐
Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
|
International Financial Reporting Standards as
issued
by the International Accounting Standards Board
☐
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Other ☐
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If “Other” has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17 ☐ Item 18
If this is an annual report, indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
TABLE OF CONTENTS
EXPLANATORY NOTE
This Amendment No. 2 on Form 20-F/A (this “Amendment”)
amends the Annual Report on Form 20-F of Borqs Technologies, Inc. (the “Company,” “Borqs,” “we,”
and “our”) for the year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission
on April 26, 2021 and amended June 14, 2021 (as amended, the “Original Filing”).
The Company is filing this Amendment solely for the purpose of updating
the disclosure in Item 16G of Part II. In accordance with Rule 12b-15 promulgated under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), Item 16G of Part II of the Original Filing is hereby amended and restated
in its entirety. In addition, pursuant to Rule 12b-15 under the Exchange Act, the Company is including Item 19 of Part III
with this Amendment solely to file the certifications required under the Sarbanes-Oxley Act of 2002.
Except as described above or as otherwise expressly provided by the
terms of this Amendment, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this Amendment
continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein to reflect
any events that occurred subsequent to the date of the Original Filing.
PART II
ITEM 16G: CORPORATE GOVERNANCE
As a “foreign private issuer,” as defined by the SEC, we
are permitted to follow home country corporate governance practices, instead of certain corporate governance practices required by Nasdaq
for domestic issuers, with certain exceptions. While we voluntarily follow most Nasdaq corporate governance rules, we follow British Virgin
Islands corporate governance practices in lieu of Nasdaq corporate governance rules as follows:
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We do not intend to follow Nasdaq Rule 5635(a), which states that shareholder approval is required prior to the issuance of securities in connection with the acquisition of the stock or assets of another company in certain circumstances.
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We do not intend to follow Nasdaq Rule 5635(b) which states that shareholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of the Company.
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We do not intend to follow Nasdaq Rule 5635(c), which requires shareholder approval for the establishment of or any material amendments to equity compensation or purchase plans or other equity compensation arrangements.
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We do not intend to follow Nasdaq Rule 5635(d), which requires shareholder approval in order to enter into any transaction, other than a public offering, involving the sale, issuance or potential issuance by the Company of ordinary shares (or securities convertible into or exercisable for ordinary shares) equal to 20% or more of the outstanding share capital of the Company or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the ordinary shares. We will follow British Virgin Islands law with respect to any requirement to obtain shareholder approval in connection with any private placements of equity securities.
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We do not intend to follow Nasdaq Rule Rule 5640 which states that rights of existing shareholders cannot be disparately reduced or restricted through any corporate action or issuance.
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PART III
ITEM 19: EXHIBITS
SIGNATURES
The registrant hereby certifies that it meets all
of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this Amendment No. 2
to the annual report on its behalf.
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BORQS TECHNOLOGIES, INC.
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By:
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/s/ Pat Sek Yuen Chan
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Name:
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Pat Sek Yuen Chan
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Title:
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Chairman & Chief Executive Officer
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Date: September 13, 2021
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