SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Borqs
Technologies, Inc.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
G1466B103
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires Filing of this
Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
(Continued on following pages)
Page
1
of 17 Pages
Exhibit Index Contained on Page 15
|
CUSIP NO. G1466B103
|
13 G
|
Page 2 of 17
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Ventures II, L.P. (“
GSR II
”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER.
2,592,083 shares, all of which are directly owned by GSR II, except
that GSR Partners II, L.P. (“
Partners II
”), the general partner of GSR II, and GSR Partners II, Ltd (“
GSR
II Ltd
”), the general partner of Partners II, may be deemed to have sole voting power, and Richard Lim, James Ding, Alexander
Pan, Kevin Fong and Ryann Yap, the members of GSR II Ltd (the “
Members
”), may be deemed to have shared voting
power with respect to such shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
2,592,083 shares, all of which are directly owned by GSR II, except
that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared dispositive
power with respect to such shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,592,083
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
8.1%
1
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
1
As reported by the Issuer in its Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on December 14, 2018, as of December 14, 2018, the total number of
ordinary shares outstanding was
32,186,692.
|
CUSIP NO. G1466B103
|
13 G
|
Page 3 of 17
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Partners II, L.P. (“
Partners II
”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
2,747,607 shares, (i) of which 2,592,083 are directly owned by GSR
II and (ii) 155,524 are directly owned by GSR Associates II, L.P. (“
Associates II
”), except that Partners II
and GSR II Ltd may be deemed to have sole voting power, and the Members may be deemed to have shared voting power with respect
to such shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER.
2,747,607 shares, (i) of which 2,592,083 are directly owned by GSR
II and (ii) 155,524 are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have sole dispositive
power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,747,607
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
8.5%
2
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
2
As reported by the Issuer in its Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on December 14, 2018, as of December 14, 2018, the total number of
ordinary shares outstanding was
32,186,692.
|
CUSIP NO. G1466B103
|
13 G
|
Page 4 of 17
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Partners II, Ltd. (“GSR II Ltd”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER.
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,747,607
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
8.5%
3
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
OO
|
3
As reported by the Issuer in its Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on December 14, 2018, as of December 14, 2018, the total number of
ordinary shares outstanding was
32,186,692.
|
CUSIP NO. G1466B103
|
13 G
|
Page 5 of 17
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
GSR Associates II, L.P. (“
Associates II
”)
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER.
155,524 shares, all of which are directly owned by Associates II,
except that Partners II, the general partner of Associates II, and GSR II Ltd, the general partner of Partners II, may be deemed
to have sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
6
|
SHARED VOTING POWER
See response to row 5.
|
|
7
|
SOLE DISPOSITIVE POWER
155,524 shares, all of which are directly owned by Associates II,
except that Partners II and GSR II Ltd may be deemed to have sole dispositive power, and the Members may be deemed to have shared
dispositive power with respect to such shares.
|
|
8
|
SHARED DISPOSITIVE POWER
See response to row 7.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
155,524
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
0.5%
4
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
PN
|
4
As reported by the Issuer in its Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on December 14, 2018, as of December 14, 2018, the total number of
ordinary shares outstanding was
32,186,692.
|
CUSIP NO. G1466B103
|
13 G
|
Page 6 of 17
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Richard Lim
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER.
0 shares.
|
|
6
|
SHARED VOTING POWER
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
7
|
SOLE DISPOSITIVE POWER.
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER.
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,747,607
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
8.5%
5
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
5
As reported by the Issuer in its Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on December 14, 2018, as of December 14, 2018, the total number of
ordinary shares outstanding was
32,186,692.
|
CUSIP NO. G1466B103
|
13 G
|
Page 7 of 17
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
James Ding
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER.
0 shares.
|
|
6
|
SHARED VOTING POWER
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
7
|
SOLE DISPOSITIVE POWER.
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER.
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,747,607
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
8.5%
6
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
6
As reported by the Issuer in its Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on December 14, 2018, as of December 14, 2018, the total number of
ordinary shares outstanding was
32,186,692.
|
CUSIP NO. G1466B103
|
13 G
|
Page 8 of 17
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Alexander Pan
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER.
0 shares.
|
|
6
|
SHARED VOTING POWER
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
7
|
SOLE DISPOSITIVE POWER.
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER.
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,747,607
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
8.5%
7
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
7
As reported by the Issuer in its Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on December 14, 2018, as of December 14, 2018, the total number of
ordinary shares outstanding was
32,186,692.
|
CUSIP NO. G1466B103
|
13 G
|
Page 9 of 17
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Kevin Fong
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER.
0 shares.
|
|
6
|
SHARED VOTING POWER
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
7
|
SOLE DISPOSITIVE POWER.
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER.
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,747,607
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
8.5%
8
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
8
As reported by the Issuer in its Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on December 14, 2018, as of December 14, 2018, the total number of
ordinary shares outstanding was
32,186,692.
|
CUSIP NO. G1466B103
|
13 G
|
Page 10 of 17
|
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Ryann Yap
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a)
¨
(b)
x
|
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER.
0 shares.
|
|
6
|
SHARED VOTING POWER
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole voting power, and the Members may be deemed to have shared voting power with respect to such shares.
|
|
7
|
SOLE DISPOSITIVE POWER.
0 shares.
|
|
8
|
SHARED DISPOSITIVE POWER.
2,747,607 shares, (i) 2,592,083 of which are directly owned by GSR
II and (ii) 155,524 of which are directly owned by Associates II, except that Partners II and GSR II Ltd may be deemed to have
sole dispositive power, and the Members may be deemed to have shared dispositive power with respect to such shares.
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
|
2,747,607
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES (See Instructions)
|
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
8.5%
9
|
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
|
IN
|
9
As reported by the Issuer in its Registration Statement
on Form S-3 filed with the Securities and Exchange Commission on December 14, 2018, as of December 14, 2018, the total number of
ordinary shares outstanding was
32,186,692.
|
CUSIP NO. G1466B103
|
13 G
|
Page 11 of 17
|
This Amendment No. 1 amends and restates in
its entirety the Schedule 13G previously filed by (i) GSR Ventures II, L.P., a Cayman Islands limited partnership (“
GSR
II
”); (ii) GSR Partners II, L.P., a Cayman Islands limited partnership (“
Partners II
”); (iii) GSR
Partners II, Ltd, a Cayman Islands exempted company (“
GSR II Ltd
”); (iv) GSR Associates II, L.P., a Cayman Islands
limited partnership (“
Associates II
”); (v) Richard Lim (“
Lim
”), a citizen of the United States;
(vi) James Ding (“
Ding
”), a citizen of Hong Kong; (vii) Alexander Pan (“
Pan
”), a citizen
of Hong Kong; (viii) Kevin Fong (“
Fong
”), a citizen of the United States; and (ix) Ryann Yap (“
Yap
”),
a citizen of Singapore (together with all prior and current amendments thereto, this “
Schedule 13G
”).
|
|
ITEM 1(A).
|
NAME OF ISSUER
|
Borqs
Technologies, Inc.
|
|
ITEM 1(B).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
Tower A, Building B23, Universal Business
Park
No. 10 Jiuxianqiao Road
Chaoyang District, Beijing 100015
People's Republic of China
|
|
ITEM 2(A).
|
NAME OF PERSONS FILING
|
This Schedule 13G
is being filed by GSR II, Partners II, GSR II Ltd, Associates II, Lim, Ding, Pan, Fong and Yap. The foregoing entities and individuals
are collectively referred to as the “Reporting Persons.”
Partners II is the general partner
of GSR II and Associates II and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly
owned by GSR II and Associates II. GSR II Ltd is the general partner of Partners II and may be deemed to have sole power to vote
and sole power to dispose of shares of the issuer directly owned by GSR II and Associates II. Lim, Ding, Pan, Fong and Yap are
the members of GSR II Ltd (the “Members”), and may be deemed to have shared power to vote and shared power to dispose
of shares of the issuer directly owned by GSR II and Associates II.
|
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The principal business office of the
Reporting Persons is:
c/o Golden Sand River, Ltd.
Floor 4 Willow House, Cricket Square
KY1-9010, Grand Cayman, Cayman Islands
GSR II, Associates
II and Partners II are Cayman Islands exempted limited partnerships. GSR II Ltd is a Cayman Islands exempted company. Lim and Fong
are United States citizens. Ding and Pan are citizens of Hong Kong. Yap is a citizen of Singapore.
|
|
ITEM 2(D)
|
TITLE OF CLASS OF SECURITIES
|
Ordinary Shares, no par value
G1466B103
|
CUSIP NO. G1466B103
|
13 G
|
Page 12 of 17
|
The following information with respect
to the ownership of the Common Stock of the issuer by the persons filing this Statement is provided as of December 31, 2018.
|
|
(a)
|
Amount beneficially owned
:
|
See Row 9 of cover page for each Reporting
Person.
See Row 11 of cover page for each Reporting
Person.
|
|
(c)
|
Number of shares as to which such person has
:
|
|
|
(i)
|
Sole power to vote or to direct the vote
:
|
See Row 5 of cover page for each Reporting
Person.
|
|
(ii)
|
Shared power to vote or to direct the vote
:
|
See Row 6 of cover page for each Reporting
Person.
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
:
|
See Row 7 of cover page for each Reporting
Person.
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
:
|
See Row 8 of cover page for each Reporting
Person.
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
Not applicable.
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
.
|
Under certain circumstances
set forth in the limited partnership agreements of GSR II, Associates II and Partners II, and the memorandum and articles of association
of GSR II Ltd, the general partner and limited partners or directors, as the case may be, of each of such entities may be deemed
to have the right to receive dividends from, or the proceeds from, the sale of shares of the issuer owned by each such entity of
which they are a partner.
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY
|
Not applicable.
|
CUSIP NO. G1466B103
|
13 G
|
Page 13 of 17
|
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
.
|
Not applicable.
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
.
|
Not applicable.
Not applicable.
|
CUSIP NO. G1466B103
|
13 G
|
Page 14 of 17
|
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2019
|
|
Entities:
|
GSR Ventures II, L.P.
|
GSR Associates II, L.P.
GSR Partners II, L.P.
GSR Partners II, Ltd.
|
|
By:
|
/s/ Ryann Yap
|
|
|
|
Ryann Yap, Attorney-in-fact for
|
|
|
|
the above-listed entities
|
James Ding
Alexander Pan
Kevin Fong
Ryann Yap
|
|
By:
|
/s/ Ryann Yap
|
|
|
|
Ryann Yap, Attorney-in-fact for
|
|
|
|
the above-listed individuals
|
|
CUSIP NO. G1466B103
|
13 G
|
Page 15 of 17
|
EXHIBIT INDEX
|
|
|
Found on
Sequentially
|
|
Exhibit
|
|
Numbered Page
|
|
|
|
|
|
Exhibit A: Agreement of Joint Filing
|
|
16
|
|
|
|
|
|
Exhibit B: Power of Attorney
|
|
17
|
|
CUSIP NO. G1466B103
|
13 G
|
Page 16 of 17
|
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby
agree that a single Schedule 13G (or any amendment thereto) relating to the ordinary shares of Borqs Technologies, Inc. shall be
filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file
with the appropriate agencies.
|
CUSIP NO. G1466B103
|
13 G
|
Page 17 of 17
|
exhibit B
POWER OF ATTORNEY
Ryann Yap has signed this
Schedule 13G as Attorney-In-Fact. Note that copies of the applicable Power of Attorney are already on file with the appropriate
agencies.
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