ANNUAL REPORT FORM 20-F

Learn more at: https://www.sec.gov/Archives/edgar/data/1650575/000121390020002443/f20f2018_borqstechnologies.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 20-F

 

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(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, 2018

 

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

 

For the transition period from _______ to _______

 

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)

 

Building B23-A, Universal Business Park, No.10 Jiuxianqiao Road

Chaoyang District, Beijing 100015, People’s Republic of China

(Address of principal executive offices)

 

Pat Sek Yuen Chan, Chairman & Chief Executive Officer
Borqs Technologies, Inc.
Building B23-A, Universal Business Park, No.10 Jiuxianqiao Road

Chaoyang District, Beijing 100015, People’s Republic of China
Telephone: +86 10 5975 6336, Fax: +86 10 5975 6363

(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

 

Trading Symbol

 

Name of exchange on which registered

Ordinary shares, no par value

 

BRQS

 

Nasdaq Capital Market

 

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, 2018, there were 31,307,522 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 the definitions of “large accelerated filer”, “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

 

 

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 13(a) of the Exchange 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.

 

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 ☐

 

Other ☐

 

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

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

 

☐ Yes             ☐ No

 

 

 

TABLE OF CONTENTS

 

 

 

Page

PART I

 

 

ITEM 1.

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

1

ITEM 2.

OFFER STATISTICS AND EXPECTED TIMETABLE

1

ITEM 3.

KEY INFORMATION

1

ITEM 4.

INFORMATION ON THE COMPANY

39

ITEM 4A.

UNRESOLVED STAFF COMMENTS

52

ITEM 5.

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

52

ITEM 6.

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

69

ITEM 7.

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

82

ITEM 8.

FINANCIAL INFORMATION

84

ITEM 9.

THE OFFER AND LISTING

85

ITEM 10.

ADDITIONAL INFORMATION

85

ITEM 11.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

89

ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

89

PART II

 

 

ITEM 13.

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

90

ITEM 14.

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OR PROCEEDS

90

ITEM 15.

CONTROLS AND PROCEDURES

90

ITEM 16.

RESERVED

92

ITEM 16A.

AUDIT COMMITTEE FINANCIAL EXPERT

92

ITEM 16B.

CODE OF ETHICS

92

ITEM 16C.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

92

ITEM 16D.

EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

93

ITEM 16E.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

93

ITEM 16F.

CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

93

ITEM 16G.

CORPORATE GOVERNANCE

93

ITEM 16H.

MINE SAFETY DISCLOSURE

93

PART III

 

 

ITEM 17.

FINANCIAL STATEMENTS

94

ITEM 18.

FINANCIAL STATEMENTS

94

ITEM 19.

EXHIBITS

94

 

i

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