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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 Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.41M
2: EX-2.4 Description of Securities HTML 61K
3: EX-4.63 Formal Commercial Cooperation Agreement for Mobile HTML 45K
Communication Resale Business, Dated June 5, 2018,
by and Between Yuantel (Beijing) Investment
Management Co., Ltd. and China Unicom
4: EX-4.64 Memorandum of Understanding of Equity Transfer and HTML 45K
Incentive, Dated November 8, 2018, Between Beijing
Big Cloud Century Network Technology Co., Ltd. and
Jinan Yuantel Communication Technology LLP
5: EX-4.65 Ownership Transfer Agreement, Dated February 14, HTML 57K
2019, Between Beijing Big Cloud Century Network
Technology Co., Ltd. and Jinggangshan Leiyi
Venture Capital LLP
6: EX-4.66 10% Equity Transfer Agreement, Dated February 28, HTML 51K
2019, by and Between Beijing Big Cloud Network
Techonology Co., Ltd. and Jinan Yuantel
Communications Technology Partnership
7: EX-4.67 Mobile Communication Resale Business Cooperation HTML 71K
Agreement, Dated January 10, 2018, by and Between
Yuantel (Beijing) Investment Management Co., Ltd.
and China Unicom
8: EX-4.69 Waiver, Consent and Modification to Loan and HTML 69K
Security Agreement, Dated June 28, 2019, by and
Among Pfg4, Borqs Hk, Borqs International, and the
Company
9: EX-4.70 Waiver, Consent and Modification No. 1 to Amended HTML 64K
and Restated Loan and Security Agreement, Dated
June 28, 2019, by and Among Pfg5, Borqs Hk, Borqs
International, and the Company
10: EX-4.71 Supplementary Agreement 1 of the "Mobile HTML 44K
Communication Resale Business Cooperation
Agreement," Dated January 16, 2019, by and Between
Yuantel (Beijing) Investment Management Co., Ltd.
and China Unicom
11: EX-4.72 20% Equity Transfer Agreement, Dated February 28, HTML 53K
2019, by and Between Beijing Big Cloud Network
Techonology Co., Ltd. and Jinan Yuantel
Communications Technology Partnership
12: EX-4.73 Letter Agreement HTML 70K
13: EX-4.74 Supplemental Letter to That Engagement Letter HTML 50K
Dated December 4, 2019
14: EX-4.75 Strategic Cooperation Agreement HTML 54K
15: EX-8.1 List of Subsidiaries HTML 36K
18: EX-13.1 Annual or Quarterly Report to Security Holders HTML 36K
19: EX-13.2 Annual or Quarterly Report to Security Holders HTML 36K
16: EX-12.1 Statement re: Computation of Ratios HTML 40K
17: EX-12.2 Statement re: Computation of Ratios HTML 40K
69: R1 Document and Entity Information HTML 77K
115: R2 Consolidated Balance Sheets HTML 173K
100: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
26: R4 Consolidated Statement of Operations HTML 185K
70: R5 Consolidated Statement of Comprehensive Income HTML 62K
(Loss)
117: R6 Consolidated Statements of Shareholders' (Deficit) HTML 108K
Equity
102: R7 Consolidated Statements of Cash Flows HTML 206K
29: R8 Organization HTML 133K
68: R9 Summary of Significant Accounting Policies HTML 113K
98: R10 Concentration of Risks HTML 50K
118: R11 Acquisitions HTML 46K
66: R12 Inventories, Net HTML 44K
27: R13 Prepaid Expenses and Other Current Assets, Net HTML 46K
99: R14 Property and Equipment, Net HTML 51K
119: R15 Intangible Assets, Net HTML 50K
67: R16 Long-Term Investments HTML 41K
28: R17 Bank and Other Borrowings HTML 61K
101: R18 Accrued Expenses and Other Payables HTML 45K
116: R19 Deferred Government Grants HTML 45K
64: R20 Accumulated Other Comprehensive Loss HTML 44K
50: R21 Mainland China Employee Contribution Plan HTML 39K
92: R22 Share Based Compensation HTML 87K
138: R23 Taxation HTML 91K
65: R24 Related Party Transactions HTML 56K
51: R25 Restricted Net Assets HTML 42K
93: R26 Convertible Redeemable Preferred Shares HTML 61K
139: R27 Earnings (Loss) Per Share HTML 61K
63: R28 Commitments and Contingencies HTML 53K
53: R29 Segment Reporting HTML 46K
35: R30 Subsequent Events HTML 50K
73: R31 Fair Value Measurements HTML 53K
114: R32 Parent Company Only Condensed Financial HTML 93K
Information
95: R33 Summary of Significant Accounting Policies HTML 194K
(Policies)
33: R34 Organization (Tables) HTML 112K
72: R35 Summary of Significant Accounting Policies HTML 43K
(Tables)
113: R36 Inventories, Net (Tables) HTML 45K
94: R37 Prepaid Expenses and Other Current Assets, Net HTML 46K
(Tables)
31: R38 Property and Equipment, Net (Tables) HTML 52K
74: R39 Intangible Assets, Net (Tables) HTML 52K
45: R40 Bank and Other Borrowings (Tables) HTML 56K
55: R41 Accrued Expenses and Other Payables (Tables) HTML 44K
137: R42 Deferred Government Grants (Tables) HTML 43K
91: R43 Accumulated Other Comprehensive Loss (Tables) HTML 44K
44: R44 Share Based Compensation (Tables) HTML 87K
54: R45 Taxation (Tables) HTML 84K
136: R46 Related Party Transactions (Tables) HTML 53K
90: R47 Convertible Redeemable Preferred Shares (Tables) HTML 42K
43: R48 Earnings (Loss) Per Share (Tables) HTML 60K
56: R49 Commitments and Contingencies (Tables) HTML 45K
78: R50 Segment Reporting (Tables) HTML 46K
36: R51 Fair Value Measurements (Tables) HTML 53K
109: R52 Parent Company Only condensed Financial HTML 95K
Information (Tables)
128: R53 Organization (Details) HTML 62K
79: R54 Organization (Details 1) HTML 132K
37: R55 Organization (Details 2) HTML 84K
110: R56 Organization (Details 3) HTML 92K
129: R57 Organization (Details Textual) HTML 64K
77: R58 Summary of Significant Accounting Policies HTML 51K
(Details)
38: R59 Summary of Significant Accounting Policies HTML 46K
(Details 1)
84: R60 Summary of Significant Accounting Policies HTML 67K
(Details Textual)
132: R61 Concentration of Risks (Details) HTML 71K
58: R62 Acquisitions (Details) HTML 64K
46: R63 Inventories, Net (Details) HTML 54K
87: R64 Inventories, Net (Details Textual) HTML 39K
135: R65 Prepaid Expenses and Other Current Assets, Net HTML 65K
(Details)
61: R66 Prepaid Expenses and Other Current Assets, Net HTML 38K
(Details Textual)
49: R67 Property and Equipment, Net (Details) HTML 54K
88: R68 Property and Equipment, Net (Details 1) HTML 48K
130: R69 Property and Equipment, Net (Details Textual) HTML 39K
125: R70 Intangible Assets, Net (Details) HTML 54K
108: R71 Intangible Assets, Net (Details 1) HTML 51K
42: R72 Intangible Assets, Net (Details Textual) HTML 40K
83: R73 Goodwill (Details) HTML 41K
120: R74 Long-Term Investments (Details) HTML 58K
105: R75 Bank and Other Borrowings (Details) HTML 46K
39: R76 Bank and Other Borrowings (Details Textual) HTML 107K
80: R77 Accrued Expenses and Other Payables (Details) HTML 61K
127: R78 Deferred Government Grants (Details) HTML 45K
104: R79 Accumulated Other Comprehensive Loss (Details) HTML 47K
123: R80 Mainland China Employee Contribution Plan HTML 40K
(Details)
107: R81 Share Based Compensation (Details) HTML 70K
41: R82 Share Based Compensation (Details 1) HTML 72K
82: R83 Share Based Compensation (Details 2) HTML 60K
122: R84 Share Based Compensation (Details 3) HTML 47K
106: R85 Share Based Compensation (Details Textual) HTML 89K
40: R86 Taxation (Details) HTML 46K
81: R87 Taxation (Details 1) HTML 46K
126: R88 Taxation (Details 2) HTML 73K
103: R89 Taxation (Details 3) HTML 63K
85: R90 Taxation (Details 4) HTML 49K
133: R91 Taxation (Details Textual) HTML 84K
59: R92 Related Party Transactions (Details) HTML 47K
47: R93 Related Party Transactions (Details 1) HTML 60K
86: R94 Related Party Transactions (Details Textual) HTML 49K
134: R95 Restricted Net Assets (Details) HTML 45K
60: R96 Convertible Redeemable Preferred Shares (Details) HTML 48K
48: R97 Convertible Redeemable Preferred Shares (Details HTML 101K
Textual)
89: R98 Earnings (Loss) Per Share (Details) HTML 112K
131: R99 Commitments and Contingencies (Details) HTML 52K
76: R100 Commitments and Contingencies (Details 1) HTML 44K
32: R101 Commitments and Contingencies (Details Textual) HTML 53K
97: R102 Segment Reporting (Details) HTML 50K
112: R103 Segment Reporting (Details Textual) HTML 38K
75: R104 Subsequent Events (Details) HTML 78K
30: R105 Fair Value Measurements (Details) HTML 43K
96: R106 Fair Value Measurements (Details 1) HTML 43K
111: R107 Parent Company Only condensed Financial HTML 106K
Information (Details)
71: R108 Parent Company Only condensed Financial HTML 62K
Information (Details 1)
34: R109 Parent Company Only condensed Financial HTML 60K
Information (Details 2)
52: R110 Parent Company Only condensed Financial HTML 61K
Information (Details 3)
62: R111 Parent Company Only condensed Financial HTML 43K
Information (Details 4)
121: XML IDEA XML File -- Filing Summary XML 245K
57: EXCEL IDEA Workbook of Financial Reports XLSX 156K
20: EX-101.INS XBRL Instance -- brqs-20181231 XML 2.69M
22: EX-101.CAL XBRL Calculations -- brqs-20181231_cal XML 335K
23: EX-101.DEF XBRL Definitions -- brqs-20181231_def XML 872K
24: EX-101.LAB XBRL Labels -- brqs-20181231_lab XML 1.73M
25: EX-101.PRE XBRL Presentations -- brqs-20181231_pre XML 1.37M
21: EX-101.SCH XBRL Schema -- brqs-20181231 XSD 301K
124: ZIP XBRL Zipped Folder -- 0001213900-20-002443-xbrl Zip 254K
Exhibit 4.65
Equity Transfer Agreement
BEIJING BIG CLOUD NETWORK TEC CO., LTD.
and
JINGGANGSHAN LEIYI VENTURE CAPITAL PARTNERSHIP (LIMITED PARTNERSHIP)
February 2019
C:
PARTY A (TRANSFEROR): BEIJING BIG CLOUD NETWORK TEC CO., LTD.
Address: Building B23-A, BOE Universal Business Park, No. 10 Jiuxianqiao Road, Chaoyang District, Beijing City
Legal Representative: Lei Wang
PARTY B (TRANSFEREE): JINGGANGSHAN LEIYI VENTURE CAPITAL PARTNERSHIP (LIMITED PARTNERSHIP)
Address: Agricultural development office Building, No 1 Yan’ an Road, Xincheng District, Jinggangshan City Jiangxi Province.
Managing Partner: Guo Lei
In accordance with the Corporations Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B hereby clarify their respective rights and obligations and reach the following agreement:
Article 1 Definition
The following terms have the following definitions in this Agreement:
| 1. | Target Equity: 45% equity of YuanTel (Beijing) Investment Management Co.,Ltd (hereinafter referred to as “Yuantel Investment”) held by Party A. |
| 2. | Completion of Equity Transfer: |
Party B shall, as the equity transferee, pay the last equity transfer fee to Party A, which shall be deemed as the Completion of The Equity Transfer, and shall enjoy the rights and assume the obligations proportional to the corresponding equity.
| 3. | Completion the Change of Industrial and Commercial Registration: Party A shall assist Party B in making changes to the Industrial and Commercial Registration; it is deemed that the changes to the Industrial and Commercial Registration are completed when the public recording of the Industrial and Commercial Administrative Bureau has been changed to Party B being wholly controlled and held by Yuantel Investment and also when the corresponding changes have been made to the director roster, legal representative, directors and the supervisory board. |
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Article 2 Transfer of Target Equity
| 1. | Through friendly negotiation of Parties, Party A agrees to transfer the Target Equity to Party B in accordance with the terms of this Agreement, and Party B agrees to purchase the Target Equity hold by Party A in accordance with the terms of this Agreement. |
| 2. | Party A and Party B confirm that the Target Equity, transferred from Party A and accepted by Party B, is the equity corresponding to the equity of Yuantel Investment previously held by Party A, including all rights of shareholders of the company as stipulated in the Articles of Association and relevant laws, such as ownership, profit distribution right and asset distribution right corresponding to the equity held by Party A. |
Article 3 Transfer Price and Payment Method
| 1. | Transfer Price: The Parties agree to transfer the Target Equity at the price of RMB 83.7 million yuan. |
| 2. | Payment Method |
| (1) | Party B shall, within 10 working days after the signing of this Agreement, pay Party A 10% of the total consideration of equity transfer, namely RMB 8.37 million yuan. |
| (2) | Within three months after paying the consideration of equity transfer of (1) above, Party A shall pay 40% of the total consideration of equity transfer, namely RMB 33.48 million yuan. |
| (3) | In case Party B fails to pay 40% of the consideration of equity transfer, RMB 33.48 million yuan, to Party A within three months after paying the consideration of equity transfer of (1) above, it can pay Party A another 10% of the total consideration of equity transfer, that is, RMB 8.37 million yuan. Both Parties agree to extend the payment term of this Agreement for five months from the date of this payment. Party B can, within five months of the extension, pay Party A 30% of the consideration of equity transfer, that is, RMB 25.11 million yuan. |
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| (4) | In case Party B fails to pay 50% of the equity transfer price to Party A within three months after paying the consideration of equity transfer of (1) above, namely RMB 41.85 million yuan, and fails to pay 10% of the total consideration of equity transfer again to extend the payment period, namely RMB 8.37 million yuan, this Agreement shall be terminated. The consideration of equity transfer paid, namely RMB 8.37 million yuan, shall not be returned to Party B. |
| (5) | If Party B fails to cumulatively pay 50% of the consideration of equity transfer to Party A within five months after paying the above (3) consideration of equity transfer, that is, RMB 41.85 million yuan, this Agreement shall be terminated. The paid consideration of equity transfer, namely RMB 16.74 million yuan, shall not be returned to Party B. |
| (6) | The date when the cumulative payment made by Party B to Party A reaches 50% of the total consideration of equity transfer, RMB 41.85 million yuan, is the first settlement date of the equity transaction between the Parties. Both Parties agree to start the Change of Industrial and Commercial Registration. |
| (7) | Party B shall pay Party A the remaining 50% consideration of equity transfer, namely RMB 41.85 million yuan, within 10 working days after the target company completes the Change of Industrial and Commercial Registration and obtains the new business license (the second settlement date). |
| (8) | The consideration of equity transfer shall be paid to the following account designated by Party A: |
Account Name: Beijing Big Cloud Network Tec Co., Ltd.
Account No.: 110910898910109
Bank Name: China Merchants Bank Beijing Wangjing Branch
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Article 4 Change of Industrial and Commercial Registration of the Target Equity
| 1. | Party A and Party B shall begin to go through the Change of Industrial and Commercial Registration procedures of the Target Equity after the following conditions are reached, and both Parties shall assist and cooperate with each other: |
| a) | The payment obligation of Article 3 (6) of this Agreement has been fulfilled. That is, Party B pays Party A 50% of the total consideration of equity transfer, namely RMB 41.85 million yuan. |
| 2. | Party A and Party B shall respectively bear the taxes and fees arising from the equity transfer hereunder in accordance with national laws. |
| 3. | In order to simplify the process of Industrial and Commercial Registration, both Parties may adopt the simplified version of the Equity Transfer Agreement when handling the Change of Industrial and Commercial Registration. In case of any inconsistency between the simplified version Agreement and this version Agreement, this Agreement shall prevail. |
Article 5 Representations and Warranties of Party A
| 1. | Party A has the full right to dispose of the Target Equity. There is no mortgage, pledge, lien, right of limitation, priority, third party right or interest, no other security or security interest, or any form of prioritization. After Party B obtains the Target Equity, it will not be pursued by any third party, and there is no judicial administrative authority that has made any restrictive ruling or decision on transfer of equity by Party A.. |
| 2. | Party A’s transfer of equity hereunder does not violate the prohibition or restrictive provisions of laws, administrative regulations and relevant government authorities, and has obtained legal authorization to enter into this Agreement. |
Article 6 Promises and Warranties of Party B
| 1. | Party B shall meet the conditions for receiving the Target Equity as stipulated by law before handling the registration of equity change. The equity transfer will not be affected by the restrictions of Party B’s own conditions. |
| 2. | Party B shall have sufficient capital to accept the Target Equity, and Party B warrants that it can pay the consideration of transfer equity in accordance with the provisions of this Agreement. |
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Article 7 Liability for Breach of Contract
| 1. | Any Party breaches the representations, warranties and other obligations made hereunder, shall assume the corresponding liability for breach of this Agreement to the other Party and pay the 10% of total consideration of this Agreement as penalty. |
| 2. | If Party B delays in paying the consideration of equity transfer, it shall pay Party A the penalty equal to three thousandths of the payable amount for each day delayed. If the delay exceeds 10 days, in addition to the penalty for the above delayed payment, Party B shall pay Party A the penalty equal to 10% of the total price hereof in a lump sum, and Party A shall have the right to unilaterally terminate this Agreement. |
| 3. | Party A shall, within 30 working days upon the completion of all conditions stipulated in Article 4 hereof, cooperate with Party B to process the Change of Industrial and Commercial Registration. If Party A fails to complete the Change of Industrial and Commercial Registration within the aforesaid time limit due to Party A’s refusal to handle or negative cooperation, Party A shall pay Party B a penalty equal to three thousandths of the amount already paid by Party B for delayed performance for each day overdue. If the delay exceeds 10 days, in addition to the penalty for the above delayed payment, Party A shall pay Party B the penalty equal to 10% of the total price hereof in a lump sum, and Party B shall have the right to unilaterally terminate this Agreement. |
Article 8 Force Majeure
In the event that the transfer of the Target Equity under this Agreement cannot be completed due to unforeseeable, uncontrollable, unavoidable or insurmountable reasons, including but not limited to natural disasters, wars, strikes, changes in policies and regulations of the government and competent authorities, neither Party shall assume the liability for breach of contract. The specific solution shall be negotiated by both Parties.
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Article 9 Application of Law and Dispute Resolution
| 1. | The formation, validity, interpretation, performance and dispute settlement of this Agreement are governed by the laws of the People’s Republic of China |
| 2. | Any dispute arising from the performance of this Agreement shall be settled by both Parties through friendly negotiation. If no agreement can be reached, either Party can file a lawsuit in Beijing Chaoyang District People’s Court. |
Article 10 Notice and Delivery
| 1. | All notices and other communications required or made under this Agreement shall be in Chinese and shall be delivered to the following address by hand delivery, registered mail, prepaid postage, commercial express service or fax. Each notice shall also be delivered by email. The date on which such notice shall be deemed to be validly delivered shall be determined as follows: |
| (1) | If the notice is delivered by hand, express service or registered post, postage prepaid, the date of delivery should be the one on which the notice is accepted or rejected at the location designated as the target. |
| (2) | If the notice is delivered by fax, the effective date of delivery shall be the date of successful transmission (as evidenced by the automatically generated transmission confirmation) |
| 2. | For the purpose of the notice, the addresses of the Parties are as follows: |
Party A : Beijing Big Cloud Network Tec Co., Ltd.
Address: Building B23-A, BOE Universal Business Park, No. 10 Jiuxianqiao Road, Chaoyang District, Beijing City
Recipients: Lei Wang
Telephone: 5975 6336
Fax: ______________
Email:
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Party B: Jinggangshan Leiyi Venture Capital Partnership (Limited Partnership)
Address: Agricultural development office Building, No 1 Yan’ an Road, Xincheng District, Jinggangshan City Jiangxi Province.
Recipients: Guo Lei
Telephone:
Fax: ______________
Email:
Article 11 Effectiveness and Alteration of the Agreement
| 1. | The Agreement shall become effective upon being sealed by both Parties. |
| 2. | For matters not covered herein, the Parties hereto shall enter into a supplementary agreement as an appendix. The supplementary agreement shall have the same legal effect as this Agreement upon execution by both Parties. |
This Agreement shall be made in quadruplicate, each Party holding one copy and the other two copies to be submitted to the relevant authorities for registration.
(No text below, the signing page of this Agreement)
(There is no text below)
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Party A: (Transferor): Beijing Big Cloud Network Tec Co, Ltd.
| /s/ Lei Wang | |
| Lei Wang, its Legal Representative | |
Date: Feb 14, 2019
Party B: (Transferee) Jinggangshan Leiyi Venture Capital Partnership (Limited Partnership)
| /s/ Guo Lei | |
| Guo Lei, its Managing Partner | |
Date:
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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 6/21/21 Borqs Technologies, Inc. F-1 5:430K 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 4/26/21 Borqs Technologies, Inc. 20-F 12/31/20 136:14M EdgarAgents LLC/FA 9/30/20 Borqs Technologies, Inc. 20-F 12/31/19 133:10M EdgarAgents LLC/FA |