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Borqs Technologies, Inc. – ‘20-F’ for 12/31/20 – ‘EX-4.78’

On:  Monday, 4/26/21, at 3:45pm ET   ·   For:  12/31/20   ·   Accession #:  1213900-21-22875   ·   File #:  1-37593

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/26/21  Borqs Technologies, Inc.          20-F       12/31/20  136:14M                                    EdgarAgents LLC/FA

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual Report                                       HTML   1.61M 
 2: EX-4.76     Loan Agreement of November 27, 2020 With Run He     HTML     46K 
 3: EX-4.77     Settlement Agreement With Lmfa Financing, LLC, of   HTML    134K 
                December 14, 2020                                                
 4: EX-4.78     Loan Agreement of December 30, 2020 With American   HTML     44K 
                West Pacific International Investment Corporation                
 5: EX-4.79     Settlement Agreement With Growth V, L.P. of         HTML     83K 
                February 11, 2021                                                
 6: EX-4.80     Form of Securities Purchase Agreement               HTML    243K 
 7: EX-4.81     Form of Convertible Note                            HTML    146K 
 8: EX-4.82     Form of Warrant                                     HTML    126K 
 9: EX-4.83     Form of Registration Rights Agreement               HTML    132K 
12: EX-13.1     Annual or Quarterly Report to Security Holders      HTML     37K 
10: EX-12.1     Statement re: the Computation of Ratios             HTML     41K 
11: EX-12.2     Statement re: the Computation of Ratios             HTML     41K 
19: R1          Document And Entity Information                     HTML     75K 
20: R2          Consolidated Balance Sheets                         HTML    183K 
21: R3          Consolidated Balance Sheets (Parentheticals)        HTML     47K 
22: R4          Consolidated Statement of Operations                HTML    203K 
23: R5          Consolidated Statement of Comprehensive Income      HTML     65K 
                (Loss)                                                           
24: R6          Consolidated Statements of Shareholders' (Deficit)  HTML    106K 
                Equity                                                           
25: R7          Consolidated Statements of Cash Flows               HTML    218K 
26: R8          Organization                                        HTML    203K 
27: R9          Summary of Significant Accounting Policies          HTML    137K 
28: R10         Concentration of Risks                              HTML     54K 
29: R11         Acquisitions                                        HTML     45K 
30: R12         Inventories, Net                                    HTML     49K 
31: R13         Prepaid Expenses and Other Current Assets, Net      HTML     53K 
32: R14         Right of Use Assets                                 HTML     49K 
33: R15         Property and Equipment, Net                         HTML     63K 
34: R16         Intangible Assets, Net                              HTML     65K 
35: R17         Long-Term Investments                               HTML     41K 
36: R18         Bank and Other Borrowings                           HTML     78K 
37: R19         Accrued Expenses and Other Payables                 HTML     52K 
38: R20         Deferred Government Grants                          HTML     48K 
39: R21         Accumulated Other Comprehensive Loss                HTML     49K 
40: R22         Mainland China Employee Contribution Plan           HTML     43K 
41: R23         Share Based Compensation                            HTML    142K 
42: R24         Taxation                                            HTML    101K 
43: R25         Related Party Transactions                          HTML     68K 
44: R26         Restricted Net Assets                               HTML     41K 
45: R27         Equity                                              HTML     63K 
46: R28         Convertible Redeemable Preferred Shares             HTML     61K 
47: R29         Earnings (Loss) Per Share                           HTML     83K 
48: R30         Commitments and Contingencies                       HTML     45K 
49: R31         Segment Reporting                                   HTML     55K 
50: R32         Subsequent Events                                   HTML     47K 
51: R33         Fair Value Measurements                             HTML     43K 
52: R34         Parent Company Only Condensed Financial             HTML    142K 
                Information                                                      
53: R35         Accounting Policies, by Policy (Policies)           HTML    217K 
54: R36         Organization (Tables)                               HTML    185K 
55: R37         Summary of Significant Accounting Policies          HTML     72K 
                (Tables)                                                         
56: R38         Concentration of Risks (Tables)                     HTML     43K 
57: R39         Inventories, Net (Tables)                           HTML     48K 
58: R40         Prepaid Expenses and Other Current Assets, Net      HTML     52K 
                (Tables)                                                         
59: R41         Right of Use Assets (Tables)                        HTML     50K 
60: R42         Property and Equipment, Net (Tables)                HTML     63K 
61: R43         Intangible Assets, Net (Tables)                     HTML     66K 
62: R44         Bank and Other Borrowings (Tables)                  HTML     77K 
63: R45         Accrued Expenses and Other Payables (Tables)        HTML     51K 
64: R46         Deferred Government Grants (Tables)                 HTML     47K 
65: R47         Accumulated Other Comprehensive Loss (Tables)       HTML     47K 
66: R48         Share Based Compensation (Tables)                   HTML    139K 
67: R49         Taxation (Tables)                                   HTML     96K 
68: R50         Related Party Transactions (Tables)                 HTML     66K 
69: R51         Convertible Redeemable Preferred Shares (Tables)    HTML     44K 
70: R52         Earnings (Loss) Per Share (Tables)                  HTML     81K 
71: R53         Segment Reporting (Tables)                          HTML     51K 
72: R54         Parent Company Only Condensed Financial             HTML    145K 
                Information (Tables)                                             
73: R55         Organization (Details)                              HTML     87K 
74: R56         Organization (Details) - Schedule of variable       HTML     59K 
                interest entities                                                
75: R57         Organization (Details) - Schedule of wholly owned   HTML    106K 
                consolidated balance sheet of VIEs and the                       
                subsidiaries                                                     
76: R58         Organization (Details) - Schedule of wholly owned   HTML     91K 
                consolidated VIEs and discontinued operation                     
                disclosures                                                      
77: R59         Organization (Details) - Schedule of wholly owned   HTML     95K 
                consolidated VIEs and cash flow disclosures                      
78: R60         Summary of Significant Accounting Policies          HTML     67K 
                (Details)                                                        
79: R61         Summary of Significant Accounting Policies          HTML     52K 
                (Details) - Schedule of property and equipment                   
                estimated useful lives                                           
80: R62         Summary of Significant Accounting Policies          HTML     47K 
                (Details) - Schedule of intangible assets weighted               
                average useful lives                                             
81: R63         Summary of Significant Accounting Policies          HTML     46K 
                (Details) - Schedule of doubtful accounts for                    
                accounts receivable and contract assets                          
82: R64         Summary of Significant Accounting Policies          HTML     45K 
                (Details) - Schedule of other receivables in                     
                prepaid expenses and other current assets                        
83: R65         Summary of Significant Accounting Policies          HTML     41K 
                (Details) - Schedule of future related to                        
                performance obligations                                          
84: R66         Concentration of Risks (Details)                    HTML     61K 
85: R67         Concentration of Risks (Details) - Schedule of      HTML     40K 
                consolidated financial statements                                
86: R68         Acquisitions (Details)                              HTML     61K 
87: R69         Inventories, Net (Details)                          HTML     39K 
88: R70         Inventories, Net (Details) - Schedule of            HTML     49K 
                inventories                                                      
89: R71         Prepaid Expenses and Other Current Assets, Net      HTML     61K 
                (Details) - Schedule of prepaid expenses and other               
                current assets                                                   
90: R72         Right of Use Assets (Details)                       HTML     46K 
91: R73         Right of Use Assets (Details) - Schedule of future  HTML     46K 
                lease payments under operating leases                            
92: R74         Right of Use Assets (Details) - Schedule of future  HTML     52K 
                minimum lease payments under non-cancelable                      
                operating lease agreements                                       
93: R75         Property and Equipment, Net (Details)               HTML     39K 
94: R76         Property and Equipment, Net (Details) - Schedule    HTML     54K 
                of property and equipment                                        
95: R77         Property and Equipment, Net (Details) - Schedule    HTML     49K 
                of depreciation expense on property and equipment                
96: R78         Intangible Assets, Net (Details)                    HTML     44K 
97: R79         Intangible Assets, Net (Details) - Schedule of      HTML     57K 
                presents the Group's intangible assets as of the                 
                respective balance sheet dates                                   
98: R80         Intangible Assets, Net (Details) - Schedule of      HTML     51K 
                estimated amortization expenses for the intangible               
                assets                                                           
99: R81         Long-Term Investments (Details)                     HTML     54K 
100: R82         Bank and Other Borrowings (Details)                 HTML    152K  
101: R83         Bank and Other Borrowings (Details) - Schedule of   HTML     47K  
                bank and other borrowings                                        
102: R84         Accrued Expenses and Other Payables (Details) -     HTML     63K  
                Schedule of accrued expenses and other payables                  
103: R85         Deferred Government Grants (Details) - Schedule of  HTML     43K  
                deferred government grants                                       
104: R86         Accumulated Other Comprehensive Loss (Details) -    HTML     47K  
                Schedule of accumulated other comprehensive loss,                
                net of tax                                                       
105: R87         Mainland China Employee Contribution Plan           HTML     40K  
                (Details)                                                        
106: R88         Share Based Compensation (Details)                  HTML    121K  
107: R89         Share Based Compensation (Details) - Schedule of    HTML     71K  
                the Group's option activities under the 2007 Plan                
108: R90         Share Based Compensation (Details) - Schedule of    HTML     61K  
                share based compensation on the original                         
                grant-date fair value of the award                               
109: R91         Share Based Compensation (Details) - Schedule of    HTML     61K  
                estimated fair value of options                                  
110: R92         Share Based Compensation (Details) - Schedule of    HTML     45K  
                compensation expense relating to share options                   
                granted to employees                                             
111: R93         Taxation (Details)                                  HTML     76K  
112: R94         Taxation (Details) - Schedule of Profit (loss)      HTML     47K  
                from continuing operations before income taxes                   
113: R95         Taxation (Details) - Schedule of income tax         HTML     44K  
                expense                                                          
114: R96         Taxation (Details) - Schedule of reconciliation of  HTML     63K  
                tax computed by applying the statutory income tax                
                rate                                                             
115: R97         Taxation (Details) - Schedule of significant        HTML     58K  
                components of deferred taxes                                     
116: R98         Taxation (Details) - Schedule of roll-forward of    HTML     47K  
                unrecognized tax benefits                                        
117: R99         Related Party Transactions (Details)                HTML     47K  
118: R100        Related Party Transactions (Details) - Schedule of  HTML     48K  
                names of related parties and relationship with                   
                group                                                            
119: R101        Related Party Transactions (Details) - Schedule of  HTML     48K  
                significant related party transactions                           
120: R102        Related Party Transactions (Details) - Schedule of  HTML     44K  
                significant related party balances                               
121: R103        Restricted Net Assets (Details)                     HTML     45K  
122: R104        Equity (Details)                                    HTML    141K  
123: R105        Convertible Redeemable Preferred Shares (Details)   HTML    111K  
124: R106        Convertible Redeemable Preferred Shares (Details)   HTML     48K  
                - Schedule of carrying amounts of convertible                    
                redeemable preferred shares                                      
125: R107        Earnings (Loss) Per Share (Details) - Schedule of   HTML     97K  
                basic and diluted earnings (loss) per share                      
126: R108        Commitments and Contingencies (Details)             HTML     54K  
127: R109        Segment Reporting (Details) - Schedule of group's   HTML     51K  
                operating segment                                                
128: R110        Subsequent Events (Details)                         HTML     56K  
129: R111        Parent Company Only Condensed Financial             HTML     98K  
                Information (Details) - Schedule of condensed                    
                balance sheets                                                   
130: R112        Parent Company Only Condensed Financial             HTML     64K  
                Information (Details) - Schedule of condensed                    
                statements of operations                                         
131: R113        Parent Company Only Condensed Financial             HTML     60K  
                Information (Details) - Schedule of condensed                    
                statements of comprehensive income (Loss)                        
132: R114        Parent Company Only Condensed Financial             HTML     59K  
                Information (Details) - Schedule of condensed                    
                statements of cash flows                                         
133: R115        Parent Company Only Condensed Financial             HTML     43K  
                Information (Details) - Schedule of related party                
                balances                                                         
135: XML         IDEA XML File -- Filing Summary                      XML    259K  
134: EXCEL       IDEA Workbook of Financial Reports                  XLSX    204K  
13: EX-101.INS  XBRL Instance -- brqs-20201231                       XML   3.38M 
15: EX-101.CAL  XBRL Calculations -- brqs-20201231_cal               XML    192K 
16: EX-101.DEF  XBRL Definitions -- brqs-20201231_def                XML   1.42M 
17: EX-101.LAB  XBRL Labels -- brqs-20201231_lab                     XML   2.67M 
18: EX-101.PRE  XBRL Presentations -- brqs-20201231_pre              XML   1.42M 
14: EX-101.SCH  XBRL Schema -- brqs-20201231                         XSD    435K 
136: ZIP         XBRL Zipped Folder -- 0001213900-21-022875-xbrl      Zip    356K  


‘EX-4.78’   —   Loan Agreement of December 30, 2020 With American West Pacific International Investment Corporation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 4.78

 

LOAN AGREEMENT

 

This Loan Agreement (the “Agreement”) dated as of December 30, 2020, is made by and between

 

American West Pacific International Investment Corporation (“AWP” or the “Lender”)

1 Sansome Street, Suite 3500

San Francisco, CA 94104

 

and

 

Borqs Technologies, Inc. (“Borqs” or the “Borrower”)

5201 Great America Parkway, Suite 3250

Santa Clara, CA 95054

 

IN CONSIDERATION OF the Lender loaning certain monies (the “Loan”) to the Borrower, and the Borrower repaying the Loan to the Lender, both parties agree to keep, perform and fulfill the promises and conditions set out in this Agreement.

 

1.Loan Amount, Interest Rate and Repayment

 

The Lender lends US$1,000,000 to the Borrower and the Borrower promises to repay this principal amount in its entirety to the Lender, with interest to be accrued at the rate by 12% per annum, after 6 months from the date the Loan amount is received by the Borrower.

 

The Lender intends to fund the Loan amount on the day of the execution of this Agreement. The Due Date shall be defined as 6 months after the Borrower receives the Loan amount. The principal amount is payable in full by the Due Date, and the interest of $10,000 shall be paid monthly to the Lender on the same day as the Loan amount is received by the Borrower, until the principal is completely paid off. In the event that repayment is not made by the Due Date or at the most 5 calendar days past the Due Date, or if there is a Default, Lender, at its option and upon notice, shall have the right to convert the Loan amount and interest earned thereon into 4,000,000 shares of restricted ordinary shares as payment in full. This loan is guaranteed by the Nasdaq listed company of Borqs Technologies, Inc. which shall cause 4,000,000 ordinary shares to be issued immediately after the Borrower has received the loan, and such shares shall be held in escrow at Continental Stock Transfer & Trust Company.

 

In the event of a Default and if Lender elects to convert the Loan Amount and accrued interest earned thereon into 4,000,000 ordinary shares, Borrower will, at its cost, make the appropriate applications and filings in the appropriate court, to have such ordinary shares to be issued without restriction pursuant to a hearing under Section 3(a)(10) of the Securities Act of 1933.

 

2.Default

 

Notwithstanding anything to the contrary in this Agreement, if the Borrower defaults in the performance of any obligation under this Agreement or fails to pay the principal amount and accrued interest by the Due Date, then the Lender may declare the principal amount owing to be immediately due and payable.

 

3.Governing law

 

This Agreement will be construed in accordance with and governed by the laws of the State of California.

 

 C: 

 

 

 

4.Costs

 

All costs, expenses and expenditures including, without limitation, the complete legal costs incurred by enforcing this Agreement as a result of any default by the Borrower, will be added to the principal then outstanding and will immediately become payable by the Borrower to the Lender.

 

5.Binding Effect

 

This Agreement will pass to the benefit of and be binding upon the respective heirs, executors, administrators, successors and permitted assigns of the Lender and Borrower. The Borrower waives presentment for payment, notice of non-payment, protest, and notice of protest.

 

6.Amendments

 

This Agreement may only be amended by a written instrument executed by both the Lender and the Borrower.

 

7.Severability

 

The clauses and paragraphs contained in this Agreement are intended to be read and construed independently of each other. If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.

 

8.General Provisions

 

Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

 

9.Entire Agreement

 

This Agreement constitutes the entire agreement between the parties and there are no further items or provisions, either oral or otherwise.

 

 C: 

 

 

 

 

IN WITNESS WHEREOF, the parties have duly affixed their authorized representatives’ signatures as of the date first above written.

 

For the Lender   For the Borrower
American West Pacific International   Borqs Technologies, Inc.
Investment Corporation        
           
By:     By:    
Name: Sherry H. Jiang   Name:  Pat Sek Yuen Chan
Title: President   Title: Chief Executive Officer
           
      By:    
      Name: Anthony K. Chan
        Chief Financial Officer

 

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:4/26/21
For Period end:12/31/2020-F/A
12/30/206-K
 List all Filings 


15 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/15/23  Borqs Technologies, Inc.          20-F       12/31/22  139:13M                                    EdgarAgents LLC/FA
 5/02/22  Borqs Technologies, Inc.          20-F       12/31/21  151:14M                                    EdgarAgents LLC/FA
 3/25/22  Borqs Technologies, Inc.          F-1/A                  3:1M                                     EdgarAgents LLC/FA
 2/16/22  Borqs Technologies, Inc.          F-1/A                  3:950K                                   EdgarAgents LLC/FA
 1/12/22  Borqs Technologies, Inc.          F-1/A                  2:843K                                   EdgarAgents LLC/FA
12/17/21  Borqs Technologies, Inc.          F-1/A                  3:887K                                   EdgarAgents LLC/FA
12/07/21  Borqs Technologies, Inc.          F-1/A                  3:728K                                   EdgarAgents LLC/FA
11/04/21  Borqs Technologies, Inc.          F-1/A                  5:1.5M                                   EdgarAgents LLC/FA
 9/28/21  Borqs Technologies, Inc.          F-1                    5:667K                                   EdgarAgents LLC/FA
 6/28/21  Borqs Technologies, Inc.          S-8         6/28/21    3:470K                                   EdgarAgents LLC/FA
 6/28/21  Borqs Technologies, Inc.          424B3                  1:175K                                   EdgarAgents LLC/FA
 6/21/21  Borqs Technologies, Inc.          F-1                    5:430K                                   EdgarAgents LLC/FA
 5/04/21  Borqs Technologies, Inc.          424B3                  1:218K                                   EdgarAgents LLC/FA
 4/29/21  Borqs Technologies, Inc.          F-1/A                  3:552K                                   EdgarAgents LLC/FA
 4/27/21  Borqs Technologies, Inc.          F-1                    3:454K                                   EdgarAgents LLC/FA


12 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/04/20  Borqs Technologies, Inc.          20-F       12/31/18  139:10M                                    EdgarAgents LLC/FA
 5/22/19  Borqs Technologies, Inc.          6-K         5/22/19    3:208K                                   EdgarAgents LLC/FA
 3/15/19  Borqs Technologies, Inc.          6-K         3/14/19   19:3.6M                                   EdgarAgents LLC/FA
12/20/18  Borqs Technologies, Inc.          8-K:1,2,3,512/15/18    5:538K                                   EdgarAgents LLC/FA
11/19/18  Borqs Technologies, Inc.          10-Q        9/30/18   84:5M                                     EdgarAgents LLC/FA
 9/14/18  Borqs Technologies, Inc.          S-1/A                144:22M                                    EdgarAgents LLC/FA
 8/06/18  Borqs Technologies, Inc.          S-1/A       8/03/18  132:16M                                    EdgarAgents LLC/FA
 7/02/18  Borqs Technologies, Inc.          S-1/A                135:18M                                    EdgarAgents LLC/FA
 5/14/18  Borqs Technologies, Inc.          S-1/A                119:23M                                    EdgarAgents LLC/FA
 4/02/18  Borqs Technologies, Inc.          10-K       12/31/17  126:12M                                    EdgarAgents LLC/FA
 1/22/18  Borqs Technologies, Inc.          8-K:1,9     1/18/18    2:100K                                   EdgarAgents LLC/FA
 8/24/17  Borqs Technologies, Inc.          8-K:2,3,4,5 8/18/17   21:6.9M                                   EdgarAgents LLC/FA
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