As filed with the Securities and Exchange Commission
on June 28, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BORQS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its
charter)
British Virgin Islands
|
|
Not applicable
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Building B23-A
Suite 309, 3/F, Dongfeng KASO
Dongfengbeiqiao, Chaoyang District
Beijing 100016, China
(Address of Principal Executive Offices)
Borqs Technologies,
Inc. 2017 Equity Incentive Plan
(Full title of the
plan)
Pat Sek Yuen Chan
Chief Executive Officer
Borqs Technologies USA,
Inc.
5201 Great America Parkway
Suite 320
Santa Clara, CA 95054,
USA
Tel: (408) 730 6832
(Name, Address and Telephone Number of Agent For
Service)
Copies of all communications,
including communications sent to agent for service, should be sent to:
Darrin M. Ocasio, Esq.
Avital Perlman, Esq.
Sichenzia Ross Ference
LLP
1185 Avenue of the Americas,
31st Floor
New York, NY 10036
Tel: (212) 930-9700
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Non-accelerated filer ☒
|
|
Smaller reporting company ☐
|
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 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
|
|
Amount to be Registered(1)
|
|
|
Proposed maximum offering price per share
|
|
|
Proposed maximum aggregate offering price
|
|
|
Amount of registration fee
|
|
Ordinary shares, no par value, reserved for issuance pursuant to the Borqs Technologies, Inc. 2017 Equity Incentive Plan
|
|
|
492,153
|
|
|
$
|
0.90
|
(2)
|
|
$
|
442,937.70
|
|
|
$
|
48.32
|
|
Ordinary shares, no par value, issued under the Borqs Technologies, Inc. 2017 Equity Incentive Plan
|
|
|
9,832,270
|
|
|
$
|
0.90
|
(2)
|
|
$
|
8,849,043.00
|
|
|
$
|
965.43
|
|
Total
|
|
|
10,324,423
|
|
|
|
|
|
|
$
|
9,291,980.70
|
|
|
$
|
1,013.76
|
|
|
(1)
|
Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”),
this Registration Statement also covers any additional ordinary shares that become issuable
under the Borqs Technologies, Inc. 2017 Equity Incentive Plan from time to time to prevent
dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.
|
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and 457
(h) promulgated under the Securities Act of 1933, as amended, based on the average of the
high and low sales prices of the ordinary shares on the Nasdaq Capital Market on June 23,
2021.
|
EXPLANATORY NOTE
This registration statement registers 9,832,270
ordinary shares, no par value per share, of Borqs Technologies, Inc. (“we”, “us”, “our”, the “Company”
or “Registrant”) previously granted under the Company’s 2017 Equity Incentive Plan (the “Plan”), and 492,153
ordinary shares reserved for issuance under the Plan.
This Registration Statement also includes a prospectus
(which we refer to as the reoffer prospectus) prepared in accordance with General Instruction C of Form S-8 and in accordance with the
requirements of Part I of Form F-3. The reoffer prospectus may be used for reofferings and resales of certain of the ordinary shares
listed above that may be deemed to be “control securities” and/or “restricted securities” under the Securities
Act of 1933, as amended (the “Securities Act”), and the rules and regulations promulgated thereunder. These are shares that
were acquired by our officers, directors and affiliates, or that were acquired by our employees or consultants, under an employee benefit
plan. Such officers, directors, affiliates, employees and consultants are the selling stockholders identified in the reoffer prospectus. The
amount of shares to be offered or resold by means of this reoffer prospectus by each selling stockholder, and any other person with whom
he or she is acting in concert for the purpose of selling our securities, may not exceed, during any three-month period, the amount specified
in Rule 144(e) of the Securities Act.
Part
I
INFORMATION REQUIRED IN THE SECTION 10(a)
PROSPECTUS
The documents containing
the information specified in Part I, and the Note to Part I of Form S-8 will be delivered to each of the participants in accordance with
Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”), but these documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute
a Prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee
Annual Information.
Upon written or oral request,
any of the documents incorporated by reference in Item 3 of Part II of this Registration Statement (which documents are incorporated by
reference in this Section 10(a) Prospectus) and other documents required to be delivered to eligible employers, non-employee directors
and consultants pursuant to Rule 428(b) are available without charge by contacting: Anthony Chan, our Chief Financial Officer, at Suite
309, 3/F, Dongfeng KASO, Dongfengbeiqiao, Chaoyang District, Beijing 100016, China by telephone number at this address is +86 10 6437
8678; or by email to akchan@borqs.com for Mr. Chan.
REOFFER PROSPECTUS
9,832,270 Shares
Borqs Technologies, Inc.
Ordinary Shares
This reoffer prospectus relates
to the public resale, from time to time, of an aggregate of 9,832,270 ordinary shares (the “Shares”), no par value per share,
by certain shareholders identified herein in the section entitled “Selling Shareholders”. The amount of Shares to be reoffered
or resold by means of this prospectus by each Selling Shareholder, and any other person with whom such Selling Shareholder is acting in
concert for the purpose of selling our securities, may not exceed, during any three-month period, the amount specified in Rule 144(e)
of the Securities Act of 1933, as amended (the “Securities Act”). Such shares have been or may be acquired in connection with
awards granted under the 2017 Equity Incentive Plan (the “Plan”) of Borqs Technologies, Inc. (the “Company”).
You should read this prospectus carefully before you invest in the ordinary shares.
Such resales shall take place
on the Nasdaq Capital Market, or such other stock market or exchange on which our ordinary shares may be listed or quoted, in negotiated
transactions or otherwise, at market prices prevailing at the time of the sale or at prices otherwise negotiated (see “Plan of
Distribution” starting on page 10 of this prospectus). We will receive no part of the proceeds from sales made under this reoffer
prospectus. The Selling Shareholders will bear all sales commissions and similar expenses. Any other expenses incurred by us in connection
with the registration and offering and not borne by the Selling Shareholders will be borne by us.
This reoffer prospectus has
been prepared for the purposes of registering the Shares under the Securities Act to allow for future sales by the Selling Shareholders
on a continuous or delayed basis to the public without restriction. We have not entered into any underwriting arrangements in connection
with the sale of the Shares covered by this reoffer prospectus. The Selling Shareholders identified in this reoffer prospectus, or their
pledgees, donees, transferees or other successors-in-interest, may offer the Shares covered by this reoffer prospectus from time to time
through public or private transactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated
prices.
Investing in our
ordinary shares involves risks. See “Risk Factors” beginning on page 3 of this reoffer prospectus. These are speculative
securities.
Our ordinary shares are
quoted on the Nasdaq Capital Market under the symbol “BRQS” and the last reported sale price of our ordinary shares on
June 28, 2021 was $____ per share.
NEITHER THE SECURITIES
AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June
28, 2021
TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING
FORWARD LOOKING STATEMENTS
This prospectus, any accompanying
prospectus supplement and the documents incorporated by reference herein may contain forward looking statements within the meaning of
Section 27A of the Securities Act of 1933 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934
(the “Exchange Act”) that involve risks and uncertainties. All statements other than statements of historical fact contained
in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein, including statements regarding
future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are
forward-looking statements. We have attempted to identify forward-looking statements by terminology including “anticipates,”
“believes,” “can,” “continue,” “could,” “estimates,” “expects,”
“intends,” “may,” “plans,” “potential,” “predicts,” “should,”
or “will” or the negative of these terms or other comparable terminology. Although we do not make forward looking statements
unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions
and involve known and unknown risks, uncertainties and other factors, including the risks outlined under “Risk Factors” or
elsewhere in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein, which may cause
our or our industry’s actual results, levels of activity, performance or achievements expressed or implied by these forward-looking
statements. Moreover, we operate in a highly regulated, very competitive, and rapidly changing environment. New risks emerge from time
to time and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the
extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any
forward-looking statements.
We have based these forward-looking
statements largely on our current expectations and projections about future events and financial trends that we believe may affect our
financial condition, results of operations, business strategy, short term and long-term business operations, and financial needs. These
forward-looking statements are subject to certain risks and uncertainties that could cause our actual results to differ materially from
those reflected in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited
to, those discussed in this this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein,
and in particular, the risks discussed below and under the heading “Risk Factors” and those discussed in other documents
we file with the Securities and Exchange Commission, or the SEC. We undertake no obligation to revise or publicly release the results
of any revision to these forward-looking statements, except as required by law. In light of these risks, uncertainties and assumptions,
the forward-looking events and circumstances discussed in this prospectus, any accompanying prospectus supplement and the documents incorporated
by reference herein may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking
statement.
You should not place undue
reliance on any forward-looking statement, each of which applies only as of the date of this prospectus. Except as required by law, we
undertake no obligation to update or revise publicly any of the forward-looking statements after the date of this prospectus to conform
our statements to actual results or changed expectations.
PROSPECTUS SUMMARY
This summary highlights
selected information contained elsewhere in this prospectus. This summary does not contain all the information that you should consider
before investing in our Company. You should carefully read the entire prospectus, including all documents incorporated by reference herein.
In particular, attention should be directed to our “Risk Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and the financial statements and related notes thereto contained herein or otherwise incorporated
by reference hereto, before making an investment decision.
Borqs Technologies, Inc.
Borqs Technologies, Inc.
(formerly known as “Pacific Special Acquisition Corp.”, and hereinafter referred to as the “Company” “Borqs
Technologies”, “Borqs” or “we”) was incorporated in the British Virgin Islands on July 1, 2015. The Company
was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially
all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more
businesses or entities.
On August 18, 2017, the Company
acquired 100% of the equity interest of BORQS International Holding Corp. (“Borqs International”) and its subsidiaries, variable
interest entities (the “VIE”) and the VIE’s subsidiaries (collectively referred to as “Borqs Group” hereinafter)
(the Company and Borqs Group collectively referred to as the “Group”) in an all-stock merger transaction. Concurrent with
the completion of the acquisition of Borqs International, the Company changed its name from Pacific Special Acquisition Corp., to Borqs
Technologies, Inc.
Our principal place of business
is located at Suite 309, 3/F, Dongfeng KASO, Dongfengbeiqiao, Chaoyang District, Beijing 100016, People’s Republic of China. Our
telephone number is +86 10 6437 8678. Our agent in the BVI is Kingston Chambers and their address is P.O. Box 173, Road Town, Tortola,
British Virgin Islands.
We are a global leader in
software, development services and products providing customizable, differentiated and scalable Android-based smart connected devices
and cloud service solutions. We are a leading provider of commercial grade Android platform software for mobile chipset manufacturers,
mobile device OEMs and mobile operators, as well as complete product solutions of mobile connected devices for enterprise and consumer
applications.
Our Connected Solutions business
unit (the “Connected Solutions BU”) works closely with chipset partners to develop new connected devices. Borqs developed
the reference Android software platform and hardware platform for Intel and Qualcomm phones and tablets. We provide Connected Solutions
customers with customized, integrated, commercial grade Android platform software and service solutions to address vertical market segment
needs through the targeted BorqsWare software platform solutions. The BorqsWare software platform consists of BorqsWare Client Software
and BorqsWare Server Software. The BorqsWare Client Software platform has been used in Android phones, tablets, watches and various Internet-of-things
(“IoT”) devices. The BorqsWare Server Software platform consists of back-end server software that allows customers to develop
their own mobile end-to-end services for their devices.
Our MVNO business unit provides
a full range 2G/3G/4G voice and data services for general consumer usage and IoT devices, as well as traditional telecom services such
as voice conferencing. We decided to sell the MVNO BU in order to focus on the growing IoT industry via our Connected Solutions BU, especially
with the coming of 5G.
In November 2018, the Company’s
board of directors approved the plan to dispose all of its tangible and intangibles assets related to Yuantel, our MVNO BU, the Consolidated
VIEs through a series of agreements, signed in November 2018 and February 2019, with Jinan Yuantel Communication Technology LLP (“Jinan
Yuantel”) and Jinggangshan Leiyi Venture Capital LLP (“JGS Venture”). According to the agreements, all of the Company’s
75% equity interest in Yuantel would be disposed at a consideration of RMB108.7 million. The Company received only $5.98 million from
the buyers within the year ended December 31, 2019, the Company, then amended the agreement with the another third-party buyers (the
“New Buyers”) of Yuantel as of September 1, 2020 to sell the remaining percentage of Yuantel owned by the Company for $4.54
million, of which approximately $0.4 million were received and the balance of $4.14 million was to be received by September 30, 2020,
which was later postponed to October 2020 by both parties. The Company received the last payment of $1.2 million on October 27, 2020,
and completed the disposition of Yuantel on October 29, 2020. The New Buyers also purchased the ownership of Yuantel that was first sold
to other purchasers in 2019. The disposal of the Consolidated VIEs represents a strategic shift for the Company and has a major effect
on the Company’s results of operations. Accordingly, assets and liabilities related to the Consolidated VIEs were reclassified
as held for sale as the carrying amounts would be recovered principally through the sale and revenues, and expenses related to the Consolidated
VIEs were reclassified in the accompanying consolidated financial statements as discontinued operations for all periods presented. The
consolidated balance sheets as of December 31, 2019 and 2020 and consolidated statements of operations for the years ended December 31,
2018, 2019 and 2020 were adjusted to reflect this change. There was no gain or loss recognized on the reclassification of the discontinued
operations as held for sale. The sale of the MVNO business unit was finally completed as of October 29, 2020.
In the years ended December
31, 2018, 2019 and 2020, Borqs generated 96.7%, 98.3% and 98.4% of its Connected Solutions BU revenues from customers headquartered outside
of China and 3.3%, 1.7% and 1.6% from customers headquartered in China. As of December 31, 2020, Borqs had collaborated with
six mobile chipset manufacturers and 29 mobile device OEMs to commercially launch Android based connected devices in 11 countries, and
sales of connected devices with the BorqsWare software platform solutions are embedded in more than 17 million units worldwide. The discontinued
MVNO BU generated all of its revenue from China.
We have dedicated significant
resources to research and development, and have research and development centers in Beijing, China and Bangalore, India. As of December
31, 2020, 234 out of the 286 persons under our employ were technical professionals dedicated to platform research and development and
product specific customization.
The following customers accounted
for near 10% or more of our total revenues, not including discontinued operations, for the years indicated:
|
2020
|
|
|
GreatCall, Inc.
|
|
|
41.9
|
%
|
|
|
|
|
ECOM Instruments
|
|
|
23.1
|
%
|
|
|
|
|
Qualcomm India Ltd.
|
|
|
14.4
|
%
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
|
Reliance Retail Limited
|
|
|
63.9
|
%
|
|
|
|
|
GreatCall, Inc.
|
|
|
7.8
|
%
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
|
Reliance Retail Limited
|
|
|
59.6
|
%
|
|
|
|
|
E La Carte, Inc.
|
|
|
8.0
|
%
|
RISK FACTORS
An investment in our ordinary
shares involves risks. Prior to making a decision about investing in our ordinary shares, you should consider carefully all of the information
contained or incorporated by reference in this prospectus, including any risks in the section entitled “Risk Factors” contained
in any supplements to this prospectus and in our Annual Report on Form 20-F for the fiscal year ended December 30, 2020, as amended to
date, and in our subsequent filings with the SEC. Each of the referenced risks and uncertainties could adversely affect our business,
operating results and financial condition, as well as adversely affect the value of an investment in our securities. Additional risks
not known to us or that we believe are immaterial may also adversely affect our business, operating results and financial condition and
the value of an investment in our securities.
USE OF PROCEEDS
The shares which may be sold
under this reoffer prospectus will be sold for the respective accounts of each of the Selling Shareholders listed herein (which includes
our officers and directors). Accordingly, we will not realize any proceeds from the sale of the ordinary shares. We will receive proceeds
from the exercise of the options; however, no assurance can be given as to when or if any or all of the options will be exercised. If
any options are exercised, the proceeds derived therefrom will be used for working capital and general corporate purposes. All expenses
of the registration of the shares will be paid by us. See “Selling Shareholders” and “Plan of Distribution.”
SELLING SHAREHOLDERS
We are registering for resale
the Shares covered by this reoffer prospectus to permit the Selling Shareholders identified below and their pledgees, donees, transferees
and other successors-in-interest that receive their securities from a Selling Shareholder as a gift, partnership distribution or other
non-sale related transfer after the date of this prospectus to resell the Shares when and as they deem appropriate. The Selling Shareholders
may acquire these Shares from us pursuant to the Plan. The Shares may not be sold or otherwise transferred by the Selling Shareholders
unless and until the applicable awards vest and are exercised, as applicable, in accordance with the terms and conditions of the Plan.
The following table sets forth:
|
●
|
the
name of each Selling Shareholder;
|
|
●
|
the number of ordinary shares that each Selling Shareholder beneficially
owned as of June 25, 2021 prior to the offering for resale of the Shares under this prospectus;
|
|
●
|
the
number of ordinary shares that may be offered for resale for the account of each Selling
Shareholder under this prospectus; and
|
|
●
|
the
number and percentage of ordinary shares to be beneficially owned by each Selling Shareholder
after the offering of the resale shares (assuming all of the offered resale shares are sold
by such Selling Shareholder).
|
Information with respect
to beneficial ownership is based upon information obtained from the Selling Shareholders. Because the Selling Shareholders may offer
all or part of the ordinary shares, which they own pursuant to the offering contemplated by this reoffer prospectus, and because its
offering is not being underwritten on a firm commitment basis, no estimate can be given as to the amount of shares that will be held
upon termination of this offering.
The number of shares in the
column “Number of Shares Being Offered Hereby” represents all ordinary shares that each Selling Shareholder may offer under
this prospectus. We do not know how long the Selling Shareholders will hold the shares before selling them or how many shares they will
sell. The ordinary shares offered by this prospectus may be offered from time to time by the Selling Shareholders listed below. We cannot
assure you that any of the Selling Shareholders will offer for sale or sell any or all of the ordinary shares offered by them by this
prospectus.
Name of Selling Shareholder
|
|
Number of
Shares
Beneficially
Owned
Prior to
Offering
|
|
|
Number of
Shares
Offered
Hereby
|
|
|
Number of
Shares
Beneficially
Owned Upon
Completion
of the
Offering
|
|
|
Percentage of
Shares to be
Beneficially
Owned Upon
Completion
of the
Offering
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ABRAHAM, NIRMAL
|
|
|
17,023
|
|
|
|
16,843
|
|
|
|
180
|
|
|
|
*
|
|
AGRAWAL, HIMANSHU
|
|
|
171
|
|
|
|
71
|
|
|
|
100
|
|
|
|
*
|
|
AMBIKA
|
|
|
291
|
|
|
|
179
|
|
|
|
112
|
|
|
|
*
|
|
ARAMANETHOTA, MADHURA
|
|
|
171
|
|
|
|
71
|
|
|
|
100
|
|
|
|
*
|
|
ARUN, PADMA
|
|
|
14,024
|
|
|
|
13,844
|
|
|
|
180
|
|
|
|
*
|
|
ASHFAQULLAH, MOHAMMED
|
|
|
215
|
|
|
|
95
|
|
|
|
120
|
|
|
|
*
|
|
AVARSANG, MADHUKAR
|
|
|
904
|
|
|
|
804
|
|
|
|
100
|
|
|
|
*
|
|
BADIGER, VIDYALAKSHMI
|
|
|
179
|
|
|
|
179
|
|
|
|
-
|
|
|
|
0
|
|
BALARAMAIAH, ARAVINDA
|
|
|
714
|
|
|
|
714
|
|
|
|
-
|
|
|
|
0
|
|
BALASUBRAMANIAN, RAJAGOPAL
|
|
|
3,892
|
|
|
|
3,792
|
|
|
|
100
|
|
|
|
*
|
|
BALLA, VASANTHA
|
|
|
1,959
|
|
|
|
1,809
|
|
|
|
150
|
|
|
|
*
|
|
BEHERA, SANJAY KUMAR
|
|
|
171
|
|
|
|
71
|
|
|
|
100
|
|
|
|
*
|
|
BHARGAVA, NARASINGHA RAO
|
|
|
37,979
|
|
|
|
37,979
|
|
|
|
-
|
|
|
|
0
|
|
BHAT, KISHOR PONNENGALA KRISHNA
|
|
|
1,046
|
|
|
|
1,046
|
|
|
|
-
|
|
|
|
0
|
|
BISWAS, SHAYAK
|
|
|
536
|
|
|
|
536
|
|
|
|
-
|
|
|
|
0
|
|
CHADHA, HITESH
|
|
|
3,318
|
|
|
|
3,218
|
|
|
|
100
|
|
|
|
*
|
|
CHALUVARAJU, LAKSHMAN
|
|
|
725
|
|
|
|
625
|
|
|
|
100
|
|
|
|
*
|
|
CHAMPATI, SANJAYA KUMAR
|
|
|
11,990
|
|
|
|
11,810
|
|
|
|
180
|
|
|
|
*
|
|
CHAN, ANTHONY K
|
|
|
1,458,176
|
|
|
|
1,195,238
|
|
|
|
262,938
|
|
|
|
*
|
|
CHAN, PAT SEK YUEN
|
|
|
2,593,799
|
|
|
|
1,485,230
|
|
|
|
1,108,569
|
|
|
|
*
|
|
CHANNIAH, VIJAYASHREE SONDEKOPPA
|
|
|
48,355
|
|
|
|
48,105
|
|
|
|
250
|
|
|
|
*
|
|
CHATURVEDI, MANISH
|
|
|
3,188
|
|
|
|
3,018
|
|
|
|
170
|
|
|
|
*
|
|
CHAVAN, RAHUL
|
|
|
12,597
|
|
|
|
12,417
|
|
|
|
180
|
|
|
|
*
|
|
CHEN, CHUNKAI
|
|
|
1,607
|
|
|
|
1,607
|
|
|
|
-
|
|
|
|
0
|
|
CHIKKABORAIAH, SWETHA
|
|
|
13,035
|
|
|
|
12,905
|
|
|
|
130
|
|
|
|
*
|
|
CHOUDHURY, SHUBHAMOY ROY
|
|
|
18,254
|
|
|
|
18,254
|
|
|
|
-
|
|
|
|
0
|
|
CHOW, WAN YU
|
|
|
100,000
|
|
|
|
80,000
|
|
|
|
20,000
|
|
|
|
*
|
|
DAS, DHRUBA JYOTI
|
|
|
11,626
|
|
|
|
11,476
|
|
|
|
150
|
|
|
|
*
|
|
DAS, PRADOSH
|
|
|
13,288
|
|
|
|
13,138
|
|
|
|
150
|
|
|
|
*
|
|
DASS, PRASHANTHA MANUR
|
|
|
442
|
|
|
|
292
|
|
|
|
150
|
|
|
|
*
|
|
DEENADAYALAN, ASHOK RAJ
|
|
|
2,152
|
|
|
|
2,032
|
|
|
|
120
|
|
|
|
*
|
|
DIVYA
|
|
|
11,874
|
|
|
|
11,774
|
|
|
|
100
|
|
|
|
*
|
|
DONG, BINGBING
|
|
|
17,729
|
|
|
|
17,729
|
|
|
|
-
|
|
|
|
0
|
|
DONG, CHUNLIU
|
|
|
357
|
|
|
|
357
|
|
|
|
-
|
|
|
|
0
|
|
DONG, YAN
|
|
|
12,600
|
|
|
|
12,600
|
|
|
|
-
|
|
|
|
0
|
|
DOU, SILIANG
|
|
|
71,875
|
|
|
|
71,875
|
|
|
|
-
|
|
|
|
0
|
|
ENG, DANIEL B
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
-
|
|
|
|
0
|
|
FANG, HONG
|
|
|
17,107
|
|
|
|
17,107
|
|
|
|
-
|
|
|
|
0
|
|
FENG, YAQI
|
|
|
190,000
|
|
|
|
110,000
|
|
|
|
80,000
|
|
|
|
*
|
|
FONG, ADDY
|
|
|
100,000
|
|
|
|
80,000
|
|
|
|
20,000
|
|
|
|
*
|
|
GAO, AIAI
|
|
|
17,405
|
|
|
|
17,405
|
|
|
|
-
|
|
|
|
0
|
|
GAO, ZHIHONG
|
|
|
33,612
|
|
|
|
33,612
|
|
|
|
-
|
|
|
|
0
|
|
GAUTAM, SAJAL RAJ
|
|
|
179
|
|
|
|
179
|
|
|
|
-
|
|
|
|
0
|
|
GENTRY, RAYMOND D
|
|
|
100,000
|
|
|
|
100,000
|
|
|
|
-
|
|
|
|
0
|
|
GHOSH, SUCHAND
|
|
|
3,116
|
|
|
|
2,946
|
|
|
|
170
|
|
|
|
*
|
|
GOBBUR, SHRISHAIL
|
|
|
904
|
|
|
|
804
|
|
|
|
100
|
|
|
|
*
|
|
GODACHI, UMASHANKAR
|
|
|
727
|
|
|
|
607
|
|
|
|
120
|
|
|
|
*
|
|
GONUGUNTLA, VEERANJANEYULU
|
|
|
12,549
|
|
|
|
12,369
|
|
|
|
180
|
|
|
|
*
|
|
GOPALAN, KARTHIK
|
|
|
11,585
|
|
|
|
11,405
|
|
|
|
180
|
|
|
|
*
|
|
GOWDA, VENKATESH SHUNTIKATTE
|
|
|
20,558
|
|
|
|
20,458
|
|
|
|
100
|
|
|
|
*
|
|
GOWRISHANKAR, RASHMI
|
|
|
1,727
|
|
|
|
1,577
|
|
|
|
150
|
|
|
|
*
|
|
GUO, JING
|
|
|
32,976
|
|
|
|
32,976
|
|
|
|
-
|
|
|
|
0
|
|
GUO, SHUJUAN
|
|
|
3,087
|
|
|
|
3,087
|
|
|
|
-
|
|
|
|
0
|
|
GUO, WEI
|
|
|
1,417
|
|
|
|
1,417
|
|
|
|
-
|
|
|
|
0
|
|
GUPTA, RAVI
|
|
|
11,543
|
|
|
|
11,393
|
|
|
|
150
|
|
|
|
*
|
|
GURRAM, PRAVALIKA
|
|
|
290
|
|
|
|
190
|
|
|
|
100
|
|
|
|
*
|
|
GURUBASAVA
|
|
|
357
|
|
|
|
357
|
|
|
|
-
|
|
|
|
0
|
|
HAN, YUE
|
|
|
1,877
|
|
|
|
1,877
|
|
|
|
-
|
|
|
|
0
|
|
HARAPANAHALLI, PRAKASH MURIGEPPA
|
|
|
3,832
|
|
|
|
3,732
|
|
|
|
100
|
|
|
|
*
|
|
HASWANI, HARISH
|
|
|
3,919
|
|
|
|
3,719
|
|
|
|
200
|
|
|
|
*
|
|
HE, YATAO
|
|
|
1,436
|
|
|
|
1,436
|
|
|
|
-
|
|
|
|
0
|
|
HIREGOUDA, BAHUBALI
|
|
|
2,366
|
|
|
|
2,186
|
|
|
|
180
|
|
|
|
*
|
|
HONNEGOWDA, YAMUNARANI SONDEKOPPA
|
|
|
1,561
|
|
|
|
1,411
|
|
|
|
150
|
|
|
|
*
|
|
HORCHER, PAUL VIRGIL
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
0
|
|
HU, FEIFEI
|
|
|
2,462
|
|
|
|
2,462
|
|
|
|
-
|
|
|
|
0
|
|
HU, QISHENG
|
|
|
429
|
|
|
|
429
|
|
|
|
-
|
|
|
|
0
|
|
HU, ZHENYU
|
|
|
3,048
|
|
|
|
3,048
|
|
|
|
-
|
|
|
|
0
|
|
HUANG CHENG
|
|
|
17,917
|
|
|
|
17,917
|
|
|
|
-
|
|
|
|
0
|
|
JAGADEESAN, SUBHADRA
|
|
|
10,536
|
|
|
|
10,536
|
|
|
|
-
|
|
|
|
0
|
|
JAIN, RAJAT
|
|
|
17,388
|
|
|
|
17,238
|
|
|
|
150
|
|
|
|
*
|
|
JAMES, JOBY CHENNATTUCHERRY
|
|
|
39,810
|
|
|
|
39,610
|
|
|
|
200
|
|
|
|
*
|
|
JAVARAIAH, RAVINDRA THATTAHALLI
|
|
|
1,880
|
|
|
|
1,780
|
|
|
|
100
|
|
|
|
*
|
|
JAYARAM, MARUTHUPANDIYAN
|
|
|
179
|
|
|
|
179
|
|
|
|
-
|
|
|
|
0
|
|
JAYARAM, SHASHI KIRAN
|
|
|
1,705
|
|
|
|
1,595
|
|
|
|
110
|
|
|
|
*
|
|
JAYARAMAIAH, SHARATH CHANDRA
|
|
|
536
|
|
|
|
536
|
|
|
|
-
|
|
|
|
0
|
|
JIANG, HONG
|
|
|
650,000
|
|
|
|
550,000
|
|
|
|
100,000
|
|
|
|
*
|
|
JIANG, LIN
|
|
|
2,821
|
|
|
|
2,821
|
|
|
|
-
|
|
|
|
0
|
|
JIANG, NINGNING
|
|
|
262
|
|
|
|
262
|
|
|
|
-
|
|
|
|
0
|
|
KALGUDI, DEEPAK
|
|
|
18,307
|
|
|
|
18,107
|
|
|
|
200
|
|
|
|
*
|
|
KALLANKANDY, AKHIL MANIKOTH
|
|
|
171
|
|
|
|
71
|
|
|
|
100
|
|
|
|
*
|
|
KAMPLI, LAKSHMI CHALUVADI
|
|
|
195
|
|
|
|
95
|
|
|
|
100
|
|
|
|
*
|
|
KANCHUMARTHI, SUDHEER
|
|
|
1,888
|
|
|
|
1,738
|
|
|
|
150
|
|
|
|
*
|
|
KARRI, SRI DURGA NARAYANA
|
|
|
2,100
|
|
|
|
1,980
|
|
|
|
120
|
|
|
|
*
|
|
KASUKURTHI, SRIDHAR
|
|
|
864
|
|
|
|
714
|
|
|
|
150
|
|
|
|
*
|
|
KAVANAGH, CAROLYN
|
|
|
50,000
|
|
|
|
50,000
|
|
|
|
-
|
|
|
|
0
|
|
KAYYOTTU, MADHUKAR
|
|
|
13,925
|
|
|
|
13,775
|
|
|
|
150
|
|
|
|
*
|
|
KIM, JONGHEE
|
|
|
13,347
|
|
|
|
13,347
|
|
|
|
-
|
|
|
|
0
|
|
KOLLIPARA, SESHU BABU
|
|
|
3,160
|
|
|
|
3,030
|
|
|
|
130
|
|
|
|
*
|
|
KOOPADIRA, THEJASVI NANAIAH
|
|
|
1,119
|
|
|
|
1,119
|
|
|
|
-
|
|
|
|
0
|
|
KOTHARE, NITYANAND V
|
|
|
1,231
|
|
|
|
1,131
|
|
|
|
100
|
|
|
|
*
|
|
KRISHNAN, CONJEEVARAM UMAKLANTH
|
|
|
11,232
|
|
|
|
11,232
|
|
|
|
-
|
|
|
|
0
|
|
KRISHNAN, UMAKANTH CONJEEVARAM
|
|
|
2,698
|
|
|
|
2,548
|
|
|
|
150
|
|
|
|
*
|
|
KUMAR, NAVEEN
|
|
|
71
|
|
|
|
71
|
|
|
|
-
|
|
|
|
0
|
|
KUMAR, RANKUSH
|
|
|
904
|
|
|
|
804
|
|
|
|
100
|
|
|
|
*
|
|
KUMAR, SHALABH
|
|
|
3,103
|
|
|
|
2,933
|
|
|
|
170
|
|
|
|
*
|
|
KUMAR, VIJAYA
|
|
|
1,702
|
|
|
|
1,702
|
|
|
|
-
|
|
|
|
0
|
|
KUMARI, SURBHI
|
|
|
386
|
|
|
|
286
|
|
|
|
100
|
|
|
|
*
|
|
KWONG, PETER K
|
|
|
400,000
|
|
|
|
400,000
|
|
|
|
-
|
|
|
|
0
|
|
LAKSHMANA, DEEPAK VITTALAPURA
|
|
|
11,113
|
|
|
|
10,943
|
|
|
|
170
|
|
|
|
*
|
|
LAXMESHWAR, NARENDRA ARVIND
|
|
|
1,675
|
|
|
|
1,545
|
|
|
|
130
|
|
|
|
*
|
|
LEWIS, JOYCE CARMEL
|
|
|
1,124
|
|
|
|
1,024
|
|
|
|
100
|
|
|
|
*
|
|
LI, JI
|
|
|
100,000
|
|
|
|
80,000
|
|
|
|
20,000
|
|
|
|
*
|
|
LI, TING
|
|
|
8,743
|
|
|
|
8,743
|
|
|
|
-
|
|
|
|
0
|
|
LI, XIAO BO
|
|
|
791,707
|
|
|
|
791,707
|
|
|
|
-
|
|
|
|
0
|
|
LIANG, XUEBIN
|
|
|
33,452
|
|
|
|
33,452
|
|
|
|
-
|
|
|
|
0
|
|
LIANG, YINGXIAN
|
|
|
7,107
|
|
|
|
7,107
|
|
|
|
-
|
|
|
|
0
|
|
LIN, HAI
|
|
|
1,583
|
|
|
|
1,583
|
|
|
|
-
|
|
|
|
0
|
|
LIU, ENNING
|
|
|
89
|
|
|
|
89
|
|
|
|
-
|
|
|
|
0
|
|
LOKAMMANAHALLY, CHUDARATHNA SOMESHWARACHAR
|
|
|
536
|
|
|
|
536
|
|
|
|
-
|
|
|
|
0
|
|
LOKESHWARAPPA, ANIL KUMAR MUDDAPURA
|
|
|
95
|
|
|
|
95
|
|
|
|
-
|
|
|
|
0
|
|
LONG, SHIZHU
|
|
|
128,571
|
|
|
|
108,571
|
|
|
|
20,000
|
|
|
|
*
|
|
LU, HAIYAN
|
|
|
17,262
|
|
|
|
17,262
|
|
|
|
-
|
|
|
|
0
|
|
M, SHALINI
|
|
|
536
|
|
|
|
536
|
|
|
|
-
|
|
|
|
0
|
|
MA, YUMENG
|
|
|
20,000
|
|
|
|
20,000
|
|
|
|
-
|
|
|
|
0
|
|
MADANA, MANJUNATHA
|
|
|
12,995
|
|
|
|
12,875
|
|
|
|
120
|
|
|
|
*
|
|
MADATHIL, AMITABH
|
|
|
3,221
|
|
|
|
3,051
|
|
|
|
170
|
|
|
|
*
|
|
MAHADEVAN, LAKSHMIKANTH KOWDENAHALLI
|
|
|
433
|
|
|
|
333
|
|
|
|
100
|
|
|
|
*
|
|
MALLAPADI, SAMPATH PADMANABHAN
|
|
|
15,527
|
|
|
|
15,327
|
|
|
|
200
|
|
|
|
*
|
|
MANAGOLI, SOUMYA
|
|
|
12,489
|
|
|
|
12,369
|
|
|
|
120
|
|
|
|
*
|
|
MANIKPURI, VINOD DAS
|
|
|
1,011
|
|
|
|
911
|
|
|
|
100
|
|
|
|
*
|
|
MANJU, UDAY BILLINAKOTE
|
|
|
1,160
|
|
|
|
1,060
|
|
|
|
100
|
|
|
|
*
|
|
MANJUNATH, SUKESH THULUKUVABAVI
|
|
|
19,954
|
|
|
|
19,804
|
|
|
|
150
|
|
|
|
*
|
|
MAO, RAN
|
|
|
80,681
|
|
|
|
80,681
|
|
|
|
-
|
|
|
|
0
|
|
MARUGOWDANAHALLI, SANTHOSH MALLESHA
|
|
|
719
|
|
|
|
619
|
|
|
|
100
|
|
|
|
*
|
|
MATH, MAHESH HARIYAMMANAHALLI
|
|
|
191
|
|
|
|
71
|
|
|
|
120
|
|
|
|
*
|
|
MENG, WUYOU
|
|
|
20,256
|
|
|
|
20,256
|
|
|
|
-
|
|
|
|
0
|
|
MINNI, SHAMVEEL
|
|
|
15,700
|
|
|
|
15,530
|
|
|
|
170
|
|
|
|
*
|
|
MISHRA, ANANTH KUMAR
|
|
|
1,428
|
|
|
|
1,298
|
|
|
|
130
|
|
|
|
*
|
|
MITTADODLA, PRASAD PENCHALA
|
|
|
11,148
|
|
|
|
11,048
|
|
|
|
100
|
|
|
|
*
|
|
MOHAMMAD, AZMATULLA
|
|
|
1,453
|
|
|
|
1,333
|
|
|
|
120
|
|
|
|
*
|
|
MOHAN, MADHAN
|
|
|
12,917
|
|
|
|
12,917
|
|
|
|
-
|
|
|
|
0
|
|
MOHAN, RAGAHVA
|
|
|
37,654
|
|
|
|
37,654
|
|
|
|
-
|
|
|
|
0
|
|
MULLA, ABDUL WASIM FEROZ
|
|
|
536
|
|
|
|
536
|
|
|
|
-
|
|
|
|
0
|
|
MUNISAMY, THIRUMALAI
|
|
|
292
|
|
|
|
292
|
|
|
|
-
|
|
|
|
0
|
|
NAGARAJ, RAGHAVENDRA PRASAD
|
|
|
26,954
|
|
|
|
26,774
|
|
|
|
180
|
|
|
|
*
|
|
NAGDA, PARAS
|
|
|
1,713
|
|
|
|
1,583
|
|
|
|
130
|
|
|
|
*
|
|
NAMBISHARMA, RANGANATHA SHARMA
|
|
|
933
|
|
|
|
833
|
|
|
|
100
|
|
|
|
*
|
|
NANDAKUMAR, LAKSHMI
|
|
|
1,999
|
|
|
|
1,869
|
|
|
|
130
|
|
|
|
*
|
|
NARAYAN, SHREYAS
|
|
|
667
|
|
|
|
667
|
|
|
|
-
|
|
|
|
0
|
|
NARAYANAPPA, GOVINDA REDDY BODAGURU
|
|
|
554
|
|
|
|
554
|
|
|
|
-
|
|
|
|
0
|
|
NARAYANASWAMY, PRADEEP BANTAHALLI
|
|
|
179
|
|
|
|
179
|
|
|
|
-
|
|
|
|
0
|
|
NELAKURTI, VENKATESHWAR RAO
|
|
|
29,962
|
|
|
|
29,762
|
|
|
|
200
|
|
|
|
*
|
|
OCASIO, DARRIN M
|
|
|
225,000
|
|
|
|
75,000
|
|
|
|
150,000
|
|
|
|
*
|
|
PANDIAN, SAMINATH VEERA
|
|
|
536
|
|
|
|
536
|
|
|
|
-
|
|
|
|
0
|
|
PANICKER, SUJIN SUJATHAN
|
|
|
171
|
|
|
|
71
|
|
|
|
100
|
|
|
|
*
|
|
PAPANNA, RAGHU DUDDA
|
|
|
13,808
|
|
|
|
13,648
|
|
|
|
160
|
|
|
|
*
|
|
PATHIPATI, SREENIVASARAO
|
|
|
1,679
|
|
|
|
1,679
|
|
|
|
-
|
|
|
|
0
|
|
PATHIPATI, SRINIVASARAO
|
|
|
1,460
|
|
|
|
1,310
|
|
|
|
150
|
|
|
|
*
|
|
PAWAR, BHARAT
|
|
|
877
|
|
|
|
757
|
|
|
|
120
|
|
|
|
*
|
|
PELOSI, PAUL F JR.
|
|
|
700,000
|
|
|
|
300,000
|
|
|
|
400,000
|
|
|
|
*
|
|
PHILIP, JUSTIN
|
|
|
2,114
|
|
|
|
1,914
|
|
|
|
200
|
|
|
|
*
|
|
PULIGILLA, SANTHOSH KUMAR
|
|
|
2,553
|
|
|
|
2,423
|
|
|
|
130
|
|
|
|
*
|
|
PULLYANGADI, VISHWANATH
|
|
|
11,547
|
|
|
|
11,417
|
|
|
|
130
|
|
|
|
*
|
|
QI, LIJIAN
|
|
|
1,310
|
|
|
|
1,310
|
|
|
|
-
|
|
|
|
0
|
|
QI, WEN
|
|
|
1,314
|
|
|
|
1,314
|
|
|
|
-
|
|
|
|
0
|
|
RAJASEKARAN, JAGADISH
|
|
|
38,277
|
|
|
|
38,057
|
|
|
|
220
|
|
|
|
*
|
|
RAJSHEKAR, K
|
|
|
16,936
|
|
|
|
16,786
|
|
|
|
150
|
|
|
|
*
|
|
RAMACHANDRA, MANJUNATHA
|
|
|
5,418
|
|
|
|
5,268
|
|
|
|
150
|
|
|
|
*
|
|
RAMACHANDRAIAH, GOPI
|
|
|
12,971
|
|
|
|
12,821
|
|
|
|
150
|
|
|
|
*
|
|
RAMACHANDRAN, ARJUN
|
|
|
1,228
|
|
|
|
1,048
|
|
|
|
180
|
|
|
|
*
|
|
RAMAIAH, GAYATHRI
|
|
|
13,360
|
|
|
|
13,190
|
|
|
|
170
|
|
|
|
*
|
|
RAMANNA, HAREESH
|
|
|
748,154
|
|
|
|
554,774
|
|
|
|
193,380
|
|
|
|
*
|
|
RAMESH, VINAY
|
|
|
1,428
|
|
|
|
1,298
|
|
|
|
130
|
|
|
|
*
|
|
RANGARAJAN, MADHAVAN
|
|
|
1,364
|
|
|
|
1,264
|
|
|
|
100
|
|
|
|
*
|
|
RANGREJ, RAGHAVENDRA
|
|
|
2,203
|
|
|
|
2,053
|
|
|
|
150
|
|
|
|
*
|
|
RANJAN, RAVI
|
|
|
16,555
|
|
|
|
16,405
|
|
|
|
150
|
|
|
|
*
|
|
RAO, HONG
|
|
|
519,579
|
|
|
|
519,579
|
|
|
|
-
|
|
|
|
0
|
|
RAVINDRANATH, CHETAN CHINNADAGUDIHUNDI
|
|
|
1,003
|
|
|
|
893
|
|
|
|
110
|
|
|
|
*
|
|
RAYCHAUDHURY, GAUTAM
|
|
|
38,555
|
|
|
|
38,305
|
|
|
|
250
|
|
|
|
*
|
|
REDDY, SREEKANTH
|
|
|
1,642
|
|
|
|
1,542
|
|
|
|
100
|
|
|
|
*
|
|
REN, QIANG
|
|
|
76,750
|
|
|
|
76,750
|
|
|
|
-
|
|
|
|
0
|
|
RUDRAMUNI, SIDDESHA KUMAR UTTANGI
|
|
|
154
|
|
|
|
54
|
|
|
|
100
|
|
|
|
*
|
|
SACHDEVA, GAURAV
|
|
|
253
|
|
|
|
143
|
|
|
|
110
|
|
|
|
*
|
|
SAHU, BALDEV KUMAR
|
|
|
12,610
|
|
|
|
12,440
|
|
|
|
170
|
|
|
|
*
|
|
SALEESH, SINY
|
|
|
13,829
|
|
|
|
13,679
|
|
|
|
150
|
|
|
|
*
|
|
SAMUDRALA, RAMA KRISHNA
|
|
|
1,124
|
|
|
|
1,024
|
|
|
|
100
|
|
|
|
*
|
|
SARANGAN, SHREYAS
|
|
|
4,380
|
|
|
|
4,280
|
|
|
|
100
|
|
|
|
*
|
|
SAROJINI, BIJU VIJAYAN
|
|
|
1,823
|
|
|
|
1,673
|
|
|
|
150
|
|
|
|
*
|
|
SESHADRI, RAGHAVAN
|
|
|
61,086
|
|
|
|
60,836
|
|
|
|
250
|
|
|
|
*
|
|
SHANKAR, SHASHI SHEKAR BANGALORE
|
|
|
12,108
|
|
|
|
11,958
|
|
|
|
150
|
|
|
|
*
|
|
SHARARE, RAHUL SURESH
|
|
|
179
|
|
|
|
179
|
|
|
|
-
|
|
|
|
0
|
|
SHARMA, ADHITI
|
|
|
12,098
|
|
|
|
11,948
|
|
|
|
150
|
|
|
|
*
|
|
SHARMA, PRASUN
|
|
|
1,191
|
|
|
|
1,071
|
|
|
|
120
|
|
|
|
*
|
|
SHENOY, VIVEK
|
|
|
3,065
|
|
|
|
3,065
|
|
|
|
-
|
|
|
|
0
|
|
SHUKLA, ANUJ
|
|
|
30,950
|
|
|
|
30,770
|
|
|
|
180
|
|
|
|
*
|
|
SIJU, MUHAMMED
|
|
|
23,338
|
|
|
|
23,138
|
|
|
|
200
|
|
|
|
*
|
|
SIMHA, ADITHYA
|
|
|
215
|
|
|
|
95
|
|
|
|
120
|
|
|
|
*
|
|
SINGH, JYOTI PRAKASH
|
|
|
17,479
|
|
|
|
17,319
|
|
|
|
160
|
|
|
|
*
|
|
SINGH, MANDEEP
|
|
|
16,535
|
|
|
|
16,405
|
|
|
|
130
|
|
|
|
*
|
|
SINGH, RAMJEE
|
|
|
13,002
|
|
|
|
12,852
|
|
|
|
150
|
|
|
|
*
|
|
SINGH, SANJAY KUMAR
|
|
|
11,954
|
|
|
|
11,774
|
|
|
|
180
|
|
|
|
*
|
|
SINHA, TUHEEN
|
|
|
29,721
|
|
|
|
29,521
|
|
|
|
200
|
|
|
|
*
|
|
SOMASEKHAR, ASWINI
|
|
|
286
|
|
|
|
286
|
|
|
|
-
|
|
|
|
0
|
|
SONG, JUN
|
|
|
16,036
|
|
|
|
16,036
|
|
|
|
-
|
|
|
|
0
|
|
SONG, KAIJIE
|
|
|
74,000
|
|
|
|
74,000
|
|
|
|
-
|
|
|
|
0
|
|
SRINIVASA, DARSHAN KUMSI
|
|
|
181
|
|
|
|
71
|
|
|
|
110
|
|
|
|
*
|
|
SRIRAM, ARCHANA
|
|
|
1,811
|
|
|
|
1,661
|
|
|
|
150
|
|
|
|
*
|
|
STONE, ALAN B
|
|
|
80,000
|
|
|
|
80,000
|
|
|
|
-
|
|
|
|
0
|
|
SUBBARAO, RAGHUNATH MYSORE
|
|
|
20,168
|
|
|
|
20,018
|
|
|
|
150
|
|
|
|
*
|
|
SULAKHE, PRAVEEN SREEPAD
|
|
|
14,773
|
|
|
|
14,623
|
|
|
|
150
|
|
|
|
*
|
|
SUN, GUANGXIN
|
|
|
16,345
|
|
|
|
16,345
|
|
|
|
-
|
|
|
|
0
|
|
SUN, JIQUN
|
|
|
270,429
|
|
|
|
270,429
|
|
|
|
-
|
|
|
|
0
|
|
SUN, YU
|
|
|
79,619
|
|
|
|
79,619
|
|
|
|
-
|
|
|
|
0
|
|
SURESH, SHILPA BANGALORE
|
|
|
11,983
|
|
|
|
11,833
|
|
|
|
150
|
|
|
|
*
|
|
TAO, YE
|
|
|
130,000
|
|
|
|
110,000
|
|
|
|
20,000
|
|
|
|
*
|
|
TIAN, KUO
|
|
|
15,043
|
|
|
|
15,043
|
|
|
|
-
|
|
|
|
0
|
|
TIAN, SHENGNAN
|
|
|
25,262
|
|
|
|
25,262
|
|
|
|
-
|
|
|
|
0
|
|
TUNG, RICKY W
|
|
|
400,000
|
|
|
|
400,000
|
|
|
|
-
|
|
|
|
0
|
|
UNNIKRISHNAN, MAYA
|
|
|
13,463
|
|
|
|
13,313
|
|
|
|
150
|
|
|
|
*
|
|
UNSWORTH, DAVID
|
|
|
225,000
|
|
|
|
75,000
|
|
|
|
150,000
|
|
|
|
*
|
|
USIRIPATI, SUNDHARA RAJA
|
|
|
279
|
|
|
|
179
|
|
|
|
100
|
|
|
|
*
|
|
VASARLA, JAGADISH
|
|
|
11,436
|
|
|
|
11,286
|
|
|
|
150
|
|
|
|
*
|
|
VASUDEVACHAR, SRIHARSHA PALAKKI
|
|
|
725
|
|
|
|
625
|
|
|
|
100
|
|
|
|
*
|
|
VENKATARAMAN, LATHA M
|
|
|
2,981
|
|
|
|
2,851
|
|
|
|
130
|
|
|
|
*
|
|
VERMA, MOHIT
|
|
|
1,160
|
|
|
|
1,060
|
|
|
|
100
|
|
|
|
*
|
|
VIJAYAKUMAR, SATHIYANARAYANAN
|
|
|
610
|
|
|
|
500
|
|
|
|
110
|
|
|
|
*
|
|
WANG, LIN
|
|
|
1,583
|
|
|
|
1,583
|
|
|
|
-
|
|
|
|
0
|
|
WANG, MIAN
|
|
|
1,048
|
|
|
|
1,048
|
|
|
|
-
|
|
|
|
0
|
|
WANG, PEI
|
|
|
76,226
|
|
|
|
76,226
|
|
|
|
-
|
|
|
|
0
|
|
WANG, XIN
|
|
|
75,869
|
|
|
|
75,869
|
|
|
|
-
|
|
|
|
0
|
|
WANG, YANJUN
|
|
|
73,650
|
|
|
|
73,650
|
|
|
|
-
|
|
|
|
0
|
|
WU, CHAO
|
|
|
256
|
|
|
|
256
|
|
|
|
-
|
|
|
|
0
|
|
XU, RUIXIN
|
|
|
60
|
|
|
|
60
|
|
|
|
-
|
|
|
|
0
|
|
YALAMANCHILI, SUBO CHANDRA BOSE
|
|
|
12,679
|
|
|
|
12,679
|
|
|
|
-
|
|
|
|
0
|
|
YALASIRI, KAMALAKAR
|
|
|
536
|
|
|
|
536
|
|
|
|
-
|
|
|
|
0
|
|
YANG, BAISONG
|
|
|
17,940
|
|
|
|
17,940
|
|
|
|
-
|
|
|
|
0
|
|
YANG, BIN
|
|
|
20,702
|
|
|
|
20,702
|
|
|
|
-
|
|
|
|
0
|
|
YETHADKA, RAJAGOPAL
|
|
|
37,507
|
|
|
|
37,287
|
|
|
|
220
|
|
|
|
*
|
|
ZHANG, HUIYANG
|
|
|
500
|
|
|
|
500
|
|
|
|
-
|
|
|
|
0
|
|
ZHANG, LICHAO
|
|
|
15,774
|
|
|
|
15,774
|
|
|
|
-
|
|
|
|
0
|
|
ZHANG, MENG
|
|
|
964
|
|
|
|
964
|
|
|
|
-
|
|
|
|
0
|
|
ZHENG, QINGHUA
|
|
|
25,000
|
|
|
|
25,000
|
|
|
|
-
|
|
|
|
0
|
|
ZHOU, ZHAOQING
|
|
|
1,062
|
|
|
|
1,062
|
|
|
|
-
|
|
|
|
0
|
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(1)
|
Based on 121,879,883 shares issued and outstanding as of June 25, 2021.
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PLAN OF DISTRIBUTION
Our ordinary shares are listed
on the Nasdaq Capital Market under the symbol “BRQS.”
The selling shareholders
will act independently of us in making decisions with respect to the timing, manner and size of each and any sale.
The Selling Shareholders
may, from time to time, sell all or a portion of the ordinary shares on any market where our ordinary shares may be listed or quoted
(currently the Nasdaq Capital Market), in privately negotiated transactions or otherwise. Such sales may be at fixed prices prevailing
at the time of sale, at prices related to the market prices or at negotiated prices. The ordinary shares being offered for resale by
this Prospectus may be sold by the Selling Shareholders by one or more of the following methods:
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block trades in which the broker or dealer so engaged will attempt
to sell the ordinary shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by broker or dealer as principal and resale by the broker
or dealer for its account pursuant to this prospectus;
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an exchange distribution in accordance with the rules of the applicable
exchange;
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ordinary brokerage transactions and transactions in which the broker
solicits purchasers;
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privately negotiated transactions;
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market sales (both long and short to the extent permitted under the
federal securities laws);
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at the market to or through market makers or into an existing market
for the shares;
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through transactions in options, swaps or other derivatives (whether
exchange listed or otherwise); and
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a combination of any of the aforementioned methods of sale.
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In the event of the transfer
by any of the Selling Shareholders of its options or ordinary shares to any pledgee, donee or other transferee, we will amend this prospectus
and the Registration Statement of which this prospectus forms a part by the filing of a prospectus supplement or a post-effective amendment
in order to have the pledgee, donee or other transferee in place of the Selling Shareholder who has transferred his, her or its shares.
In effecting sales, brokers
and dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers may receive
commissions or discounts from a selling stockholder or, if any of the broker-dealers act as an agent for the purchaser of such shares,
from a purchaser in amounts to be negotiated which are not expected to exceed those customary in the types of transactions involved.
Broker-dealers may agree with a selling stockholder to sell a specified number of the ordinary shares at a stipulated price per share.
Such an agreement may also require the broker-dealer to purchase as principal any unsold ordinary shares at the price required to fulfill
the broker-dealer commitment to the selling stockholder if such broker-dealer is unable to sell the shares on behalf of the selling stockholder.
Broker-dealers who acquire ordinary shares as principal may thereafter resell the ordinary shares from time to time in transactions which
may involve block transactions and sales to and through other broker-dealers, including transactions of the nature described above. Such
sales by a broker-dealer could be at prices and on terms then prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions. In connection with such resales, the broker-dealer may pay to or receive from the purchasers of
the shares commissions as described above.
The Selling Shareholders
and any broker-dealers or agents that participate with the Selling Shareholders in the sale of the ordinary shares may be deemed to be
“underwriters” within the meaning of the Securities Act in connection with these sales. In that event, any commissions received
by the broker-dealers or agents and any profit on the resale of the ordinary shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
From time to time, any of
the Selling Shareholders may pledge ordinary shares pursuant to the margin provisions of customer agreements with brokers. Upon a default
by a selling stockholder, their broker may offer and sell the pledged ordinary shares from time to time. Upon a sale of the ordinary
shares, the Selling Shareholders intend to comply with the Prospectus delivery requirements under the Securities Act by delivering a
Prospectus to each purchaser in the transaction. We intend to file any amendments or other necessary documents in compliance with the
Securities Act which may be required in the event any of the Selling Shareholders defaults under any customer agreement with brokers.
To the extent required under
the Securities Act, a post-effective amendment to this Registration Statement will be filed disclosing the name of any broker-dealers,
the number of ordinary shares involved, the price at which the ordinary shares are to be sold, the commissions paid or discounts or concessions
allowed to such broker-dealers, where applicable, that such broker-dealers did not conduct any investigation to verify the information
set out or incorporated by reference in this Prospectus and other facts material to the transaction. We and the Selling Shareholders
will be subject to applicable provisions of the Exchange Act and the rules and regulations under it, including, without limitation, Rule
10b-5 and, insofar as a selling stockholder is a distribution participant and we, under certain circumstances, may be a distribution
participant, under Regulation M.
All of the foregoing may
affect the marketability of the ordinary shares.
Any commissions, discounts
or other fees payable to brokers or dealers in connection with any sale of the ordinary shares will be borne by the Selling Shareholders,
the purchasers participating in such transaction, or both.
Any ordinary shares covered
by this Prospectus which qualify for sale pursuant to Rule 144 under the Securities Act, as amended, may be sold under Rule 144 rather
than pursuant to this Prospectus.
LEGAL MATTERS
Certain legal matters related
to the ordinary shares offered by this prospectus will be passed upon on the Company’s behalf by Maples and Calder (Hong Kong)
LLP, with respect to matters of British Virgin Islands law.
EXPERTS
Our financial statements
as of December 31, 2020, 2019 and 2018, and for the years then ended, have been audited by Yu Certified Public Accountant, P.C.,
an independent registered public accounting firm, as stated in their report, which is incorporated by reference in this prospectus. Such
financial statements have been incorporated by reference in this prospectus in reliance upon the report of such firm (which report includes
an explanatory paragraph relating to substantial doubt on the Company’s ability to continue as a going concern,
the adoption of Accounting Standards Codification Topic 326, Financial Instruments-Credit Losses, and the adoption of Accounting Standards
Update (“ASU”) 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework - Changes to the Disclosure Requirements
for Fair Value Measurement, and also critical audit matters, including going concern assessment, Allowance for current expected credit
losses (“CECL”) on accounts receivables and other receivables, and Accrual of contingent liability on the potential dispute
of ownership upon the Group’s discontinued operation) given upon their authority as experts in accounting and auditing.
INCORPORATION OF DOCUMENTS
BY REFERENCE
The SEC allows us to incorporate
by reference the information we file with them. This means that we can disclose important information to you by referring you to those
documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference
of such documents should not create any implication that there has been no change in our affairs since such date. The information incorporated
by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information contained
in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference
in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency
between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the
information contained in the document that was filed later.
We incorporate by reference the documents listed
below:
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Our annual report on Form
20-F for the fiscal year ended December 31, 2020 filed with the SEC on April 26, 2021;
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Amendment No. 1 to our annual report on Form
20-F/A for the fiscal year ended December 31, 2020 filed with the SEC on June 14, 2021;
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Form
6-K filed with the SEC on February 22, 2021;
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Form
6-K filed with the SEC on February 25, 2021;
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Form
6-K filed with the SEC on May 5, 2021;
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Form
6-K filed with the SEC on May 7, 2021
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Form
6-K filed with the SEC on June 7, 2021;
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Form
6-K filed with the SEC on June 15, 2021;
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Form
6-K filed with the SEC on June 22, 2021;
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Form 6-K
filed with the SEC on June 23, 2021;
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The description of our ordinary shares contained in our registration
statement on Form
8-A filed on October 13, 2015 pursuant to Section 12 of the Exchange Act, together with all amendments and reports filed
for the purpose of updating that description.
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Unless expressly incorporated
by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the
SEC. We post our SEC filings on our website, www.borqs.com. We will also provide to you, upon your written or oral request,
without charge, a copy of any or all of the documents we refer to above which we have incorporated in this prospectus by reference, other
than exhibits to those documents unless such exhibits are specifically incorporated by reference in the documents. You should direct
your requests to Anthony Chan, our Chief Financial Officer, at Suite 309, 3/F, Dongfeng KASO, Dongfengbeiqiao, Chaoyang District, Beijing
100016, China. Our telephone number at this address is +86 10 6437 8678.
DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT
LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant, the registrant
has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
WHERE YOU CAN FIND MORE
INFORMATION
We have filed with the SEC
under the Securities Act a Registration Statement on Form S-8, of which this prospectus forms a part, with respect to the shares being
offered in this offering. This prospectus does not contain all of the information set forth in the Registration Statement, certain items
of which are omitted in accordance with the rules and regulations of the SEC. The omitted information may be inspected and copied at
the Public Reference Room maintained by the SEC at 100 F. Street, N.E., Washington, D.C. 20549. You can obtain information about operation
of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
We are currently subject
to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly,
we are required to file with or furnish to the SEC reports, including annual report on Form 20-F, report of foreign private issuer on
Form 6-K and other information. All information filed with or furnished to the SEC can be inspected and copied at the public reference
facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents upon payment
of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public
reference rooms. Additional information may also be obtained over the Internet at the SEC’s website at www.sec.gov.
As a foreign private issuer,
we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements,
and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions
contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and
financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
We also maintain a website
at www.borqs.com, but information contained on our website is not incorporated by reference in this prospectus or any prospectus supplement.
You should not regard any information on our website as a part of this prospectus or any prospectus supplement.
REOFFER PROSPECTUS
Borqs Technologies, Inc.
9,832,270
Ordinary Shares
June 28, 2021
Part
II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation
of Documents by Reference.
The SEC allows us to incorporate
by reference the information we file with them. This means that we can disclose important information to you by referring you to those
documents. Each document incorporated by reference is current only as of the date of such document, and the incorporation by reference
of such documents should not create any implication that there has been no change in our affairs since such date. The information incorporated
by reference is considered to be a part of this prospectus and should be read with the same care. When we update the information contained
in documents that have been incorporated by reference by making future filings with the SEC, the information incorporated by reference
in this prospectus is considered to be automatically updated and superseded. In other words, in the case of a conflict or inconsistency
between information contained in this prospectus and information incorporated by reference into this prospectus, you should rely on the
information contained in the document that was filed later.
We incorporate by reference the documents listed
below:
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Our annual report on Form 20-F for
the fiscal year ended December 31, 2020 filed with the SEC on April 26, 2021;
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Amendment No. 1 to our annual report on Form
20-F/A for the fiscal year ended December 31, 2020 filed with the SEC on June 14, 2021;
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Form
6-K filed with the SEC on February 22, 2021;
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Form
6-K filed with the SEC on February 25, 2021;
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Form
6-K filed with the SEC on May 5, 2021;
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Form
6-K filed with the SEC on May 7, 2021
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Form
6-K filed with the SEC on June 7, 2021;
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Form
6-K filed with the SEC on June 15, 2021;
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Form
6-K filed with the SEC on June 22, 2021;
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Form 6-K filed
with the SEC on June 23, 2021;
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The description of our ordinary shares contained in our registration
statement on Form
8-A filed on October 13, 2015 pursuant to Section 12 of the Exchange Act, together with all amendments and reports filed
for the purpose of updating that description.
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Unless expressly incorporated
by reference, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with, the
SEC. We post our SEC filings on our website, www.borqs.com. We will also provide to you, upon your written or oral request,
without charge, a copy of any or all of the documents we refer to above which we have incorporated in this prospectus by reference, other
than exhibits to those documents unless such exhibits are specifically incorporated by reference in the documents. You should direct
your requests to Anthony Chan, our Chief Financial Officer, at Suite 309, 3/F, Dongfeng KASO, Dongfengbeiqiao, Chaoyang District, Beijing
100016, China. Our telephone number at this address is +86 10 6437 8678.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors, Officers
and Employees
Our memorandum and articles
of association, the BVI Business Companies Act, (as amended), and the common law of the British Virgin Islands allow us to indemnify
our officers and directors from certain liabilities. Our memorandum and articles of association provides that we may indemnify, hold
harmless and exonerate against all direct and indirect costs, fees and expenses of any type or nature whatsoever, any person who (a)
is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director,
officer, key employee, adviser of our company; or (b) is or was, at the request of our company, serving as a director of, or in any other
capacity is or was acting for, another Enterprise.
We will only indemnify the
individual in question if the relevant indemnitee acted honestly and in good faith with a view to the best interests of our company and,
in the case of criminal proceedings, the indemnitee had no reasonable cause to believe that his conduct was unlawful. The decision of
our directors as to whether an indemnitee acted honestly and in good faith and with a view to the best interests of our company and as
to whether such indemnitee had no reasonable cause to believe that his conduct was unlawful is, in the absence of fraud, sufficient for
the purposes of our charter, unless a question of law is involved.
The termination of any proceedings
by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the
relevant indemnitee did not act honestly and in good faith and with a view to the best interests of our company or that such indemnitee
had reasonable cause to believe that his conduct was unlawful.
We may purchase and maintain
insurance, purchase or furnish similar protection or make other arrangements including, but not limited to, providing a trust fund, letter
of credit, or surety bond in relation to any indemnitee or who at our request is or was serving as a Director, officer or liquidator
of, or in any other capacity is or was acting for, another Enterprise, against any liability asserted against the person and incurred
by him in that capacity, whether or not we have or would have had the power to indemnify him against the liability as provided in our
memorandum and articles of association.
We have insurance policies
under which, subject to the limitations of the policies, coverage is provided to our directors and officers against loss arising from
claims made by reason of breach of fiduciary duty or other wrongful acts as a director or officer, including claims relating to public
securities matters, and to us with respect to payments that may be made by us to these officers and directors pursuant to our indemnification
obligations or otherwise as a matter of law.
We have entered into indemnification
agreements with each of our directors and executive officers that may be broader than the specific indemnification provisions contained
in the BVI Companies Act, 2004 or our charter. These indemnification agreements require us, among other things, to indemnify our directors
and executive officers against liabilities that may arise by reason of their status or service. These indemnification agreements also
require us to advance all expenses incurred by the directors and executive officers in investigating or defending any such action, suit
or proceeding. We believe that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive
officers.
At present, we are not aware
of any pending litigation or proceeding involving any person who is or was one of our directors, officers, employees or other agents
or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims
for indemnification.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
Reference is made to the
Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration Statement, which
Exhibit Index is incorporated herein by reference.
Item 9. Undertakings.
(a)
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The undersigned registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
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(i)
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To include any prospectus required by Section 10(a)(3) of the Securities
Act of 1933;
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(ii)
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To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this registration statement; and
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(iii)
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To include any material information with respect to the plan of distribution
not previously disclosed in this registration statement or any material change to such information in this registration statement;
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provided, however, that subparagraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is
contained in the periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.
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(2)
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That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of the offering.
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(4)
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To file a post-effective amendment to the registration statement to
include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous
offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided
that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to
this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current
as the date of those financial statements.
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(b)
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The undersigned registrant hereby further undertakes that, for the
purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in
this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Beijing, China, on this 28th day of June, 2021.
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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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Pat Sek Yuen Chan
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Chairman and Chief Executive Officer
(Principal Executive Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS that each individual whose signature appears below constitutes and appoints Pat Sek Yuen Chan and Anthony K. Chan, and each
of them, his true and lawful attorneysinfact and agents with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including posteffective amendments) to this Registration Statement, and to sign
any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act, and all posteffective amendments thereto, and to file the same, with all exhibits thereto
and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneysinfact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about
the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneysinfact
and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Name
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Title
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Date
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/s/ Pat Sek Yuan Chan
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Chief Executive Officer and Director
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June 28, 2021
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Pat Sek Yuen Chan
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(Principal Executive Officer)
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/s/ Anthony K. Chan
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Chief Financial Officer
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June 28, 2021
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Anthony K. Chan
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(Principal Financial Officer,
Principal Accounting Officer)
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/s/ Wan Yu Chow
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Director
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June 28, 2021
|
Wan Yu Chow
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/s/ Heung Sang Addy Fong
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Director
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June 28, 2021
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Heung Sang Addy Fong
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/s/ Ji Li
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Director
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June 28, 2021
|
Ji Li
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/s/ Shizhu Long
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Director
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June 28, 2021
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Shizhu Long
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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE
OF THE REGISTRANT
Pursuant to the Securities
Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Borqs Technologies, Inc., has signed
this registration statement or amendment thereto in Santa Clara, California, on June 28, 2021.
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By:
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/s/ Anthony K. Chan
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Anthony K. Chan
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Chief Financial Officer
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