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. __)*
Borqs
Technologies, Inc.
(Name of Issuer)
Ordinary Shares, no par value
(Title of Class of Securities)
G1466B103
(CUSIP Number)
December 31, 2017
(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 12 Pages
Exhibit Index Contained on Page 10
CUSIP NO. G1466B103
|
13 G
|
Page
2
of 12
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Keytone Ventures, L.P. (“
Keytone Ventures
”)
|
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.
3,025,627 shares, all of which
are directly owned by Keytone Ventures, except that Keytone Capital Partners, L.P. (“
Keytone Partners
”), the
general partner of Keytone Ventures, and Keytone Investment Group, Ltd. (“
Keytone Ltd
”), the general partner
of Keytone Partners, may be deemed to have sole voting power, and Joe Zhou, the sole member and director of Keytone Ltd (the “
Member
”),
may be deemed to have sole voting power with respect to such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,025,627 shares, all of which
are directly owned by Keytone Ventures, except that Keytone Partners and Keytone Ltd may be deemed to have sole dispositive power,
and the Member may be deemed to have sole 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
3,025,627
|
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)
9.8%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP NO. G1466B103
|
13 G
|
Page
3
of 12
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Keytone Capital Partners, L.P. (“
Keytone Partners
”)
|
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
3,025,627 shares, all of which
are directly owned by Keytone Ventures, except that Keytone Partners may be deemed to have sole voting power, and the Member may
be deemed to have sole voting power with respect to such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER.
3,025,627 shares, all of which are directly owned by
Keytone Ventures, except that Keytone Partners may be deemed to have sole dispositive power, and the Member may be deemed to have
sole 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
3,025,627
|
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)
9.8%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
CUSIP NO. G1466B103
|
13 G
|
Page
4
of 12
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Keytone Investment Group, Ltd. (“
Keytone 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.
3,025,627 shares, all of which
are directly owned by Keytone Ventures, except that Keytone Partners and Keytone Ltd may be deemed to have sole voting power,
and the Member may be deemed to have sole voting power with respect to such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER
3,025,627 shares, all of which are directly owned by
Keytone Ventures, except that Keytone Partners and Keytone Ltd may be deemed to have sole dispositive power, and the Member may
be deemed to have sole 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
3,025,627
|
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)
9.8%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
CUSIP NO. G1466B103
|
13 G
|
Page
5
of 12
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (Entities Only).
Joe Zhou
|
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.
3,025,627 shares, all of which are directly owned by
Keytone Ventures, except that Keytone Partners and Keytone Ltd may be deemed to have sole voting power, and the Member may be
deemed to have sole voting power with respect to such shares.
|
6
|
SHARED VOTING POWER
See response to row 5.
|
7
|
SOLE DISPOSITIVE POWER.
3,025,627 shares, all of which are directly owned by
Keytone Ventures, except that Keytone Partners and Keytone Ltd may be deemed to have sole dispositive power, and the Member may
be deemed to have sole 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
3,025,627
|
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)
9.8%
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
CUSIP NO. G1466B103
|
13 G
|
Page
6
of 12
|
|
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 (i) Keytone Ventures, L.P., a Cayman Islands limited partnership (“
Keytone Ventures
”);
(ii) Keytone Capital Partners, L.P., a Cayman Islands limited partnership (“
Keytone Partners
”); (iii) Keytone
Investment Group, Ltd., a Cayman Islands exempted company (“
Keytone Ltd
”); and (iv) Joe Zhou (“
Zhou
”),
a citizen of the United States. The foregoing entities and individual are collectively referred to as the “Reporting Persons.”
Keytone Partners is the general
partner of Keytone Ventures and may be deemed to have sole power to vote and sole power to dispose of shares of the issuer directly
owned by Keytone Ventures. Keytone Ltd is the general partner of Keytone Partners and may be deemed to have sole power to vote
and sole power to dispose of shares of the issuer directly owned by Keytone Ventures and Keytone Partners. Zhou is the sole member
and director of Keytone Ltd (the “
Member
”), and may be deemed to have sole power to vote and sole power to
dispose of shares of the issuer directly owned by Keytone Ventures.
|
ITEM 2(B).
|
ADDRESS OF PRINCIPAL OFFICE
|
The principal business office of
the Reporting Persons is:
No.8 JianGuoMen North Ave, China
Resource Building, Suite 1908
Beijing, China 100005
Keytone Ventures
and Keytone Partners are Cayman Islands exempted limited partnerships. Keytone Ltd is a Cayman Islands exempted company. Zhou is
a citizen of the United States.
|
ITEM 2(D)
|
TITLE OF CLASS OF SECURITIES
|
Ordinary Shares, no par value
G1466B103
CUSIP NO. G1466B103
|
13 G
|
Page
7
of 12
|
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, 2017.
|
(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 Keytone Ventures and Keytone Partners, and the memorandum and
articles of association of Keytone 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.
CUSIP NO. G1466B103
|
13 G
|
Page
8
of 12
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
|
Not applicable.
|
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
9
of 12
|
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, 2018
|
Entities:
|
Keytone Ventures, L.P.
|
Keytone Capital Partners, L.P.
Keytone Investment Group, Ltd.
|
By:
|
/s/ Joe Zhou
|
|
|
|
Joe Zhou, Attorney-in-fact for
|
|
|
|
the above-listed entities
|
|
|
By:
|
/s/ Joe Zhou
|
|
|
|
Joe Zhou
|
|
CUSIP NO. G1466B103
|
13 G
|
Page
10
of 12
|
EXHIBIT INDEX
|
|
Found on Sequentially
|
Exhibit
|
|
Numbered Page
|
Exhibit A: Agreement of Joint Filing
|
|
11
|
|
|
|
Exhibit B: Power of Attorney
|
|
12
|
CUSIP NO. G1466B103
|
13 G
|
Page
11
of 12
|
exhibit A
Agreement of Joint
Filing
The undersigned 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 undersigned and that this Agreement shall be filed as an exhibit
to such Schedule 13G.
Date: February 13, 2018
|
Entities:
|
Keytone Ventures, L.P.
|
Keytone Capital Partners, L.P.
Keytone Investment Group, Ltd.
|
By:
|
/s/ Joe Zhou
|
|
|
|
Joe Zhou, Attorney-in-fact for
|
|
|
|
the above-listed entities
|
|
|
By:
|
/s/ Joe Zhou
|
|
|
|
Joe Zhou
|
|
CUSIP NO. G1466B103
|
13 G
|
Page
12
of 12
|
exhibit B
POWER OF ATTORNEY
Joe Zhou 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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