UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Form 20-F/A
Amendment
No. 1
(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
|
|
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, 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
|
☐
|
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. ☐
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 ☐
|
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
TABLE
OF CONTENTS
EXPLANATORY
NOTE
This
Amendment No. 1 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
(the “Original Filing”), which was filed with the Securities and Exchange Commission on April 26, 2021.
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:
|
●
|
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.
|
|
|
|
|
●
|
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.
|
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. 1 to the annual report on its behalf.
|
BORQS TECHNOLOGIES, INC.
|
|
|
|
By:
|
/s/
Pat Sek Yuen Chan
|
|
Name:
|
Pat Sek Yuen Chan
|
|
Title:
|
Chairman & Chief Executive Officer
|
Date:
June 14 , 2021
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