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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/02/18 Borqs Technologies, Inc. 10-K 12/31/17 126:12M Edgar Agents LLC/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.18M 2: EX-10.14 Letter of Intent, Dated January 8, 2018, by and HTML 57K Between Borqs Technologies, Inc. and Shanghai Kadi Technologies Co., Ltd. 3: EX-10.16 Alpha Network Ltd. Manufacturing & Service HTML 43K Agreement and Form of Purchase Order, Dated September 1, 2015 4: EX-10.17 Colmei Technology International Limited Master HTML 71K Manufacturing Agreement and Form of Purchase Order, Dated March 6, 2017 5: EX-10.18 Reliance Retail Limited Form of Purchase Order, HTML 169K Dated November 23, 2015 6: EX-10.19 Form of Indemnification Agreement, Dated August HTML 85K 18, 2017, by and Borqs Technologies, Inc. and Each of Its Directors and Executive Officers 7: EX-31.1 Certification -- §302 - SOA'02 HTML 37K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 37K 9: EX-32.1 Certification -- §906 - SOA'02 HTML 31K 10: EX-32.2 Certification -- §906 - SOA'02 HTML 31K 17: R1 Document and Entity Information HTML 61K 18: R2 Consolidated Balance Sheets HTML 188K 19: R3 Consolidated Balance Sheets (Parenthetical) HTML 90K 20: R4 Consolidated Statement of Operations HTML 125K 21: R5 Consolidated Statement of Comprehensive Income HTML 52K (Loss) 22: R6 Consolidated Statements of Shareholders' (Deficit) HTML 96K Equity 23: R7 Consolidated Statements of Cash Flows HTML 160K 24: R8 Organization HTML 229K 25: R9 Summary of Significant Accounting Policies HTML 168K 26: R10 Concentration of Risks HTML 49K 27: R11 Acquisitions HTML 45K 28: R12 Inventories HTML 47K 29: R13 Prepaid Expenses and Other Current Assets HTML 49K 30: R14 Property and Equipment, Net HTML 63K 31: R15 Intangible Assets, Net HTML 71K 32: R16 Goodwill HTML 44K 33: R17 Bank and Other Borrowings HTML 57K 34: R18 Accrued Expenses and Other Payables HTML 48K 35: R19 Deferred Government Grants HTML 47K 36: R20 Accumulated Other Comprehensive Loss HTML 47K 37: R21 Mainland China Employee Contribution Plan HTML 35K 38: R22 Share Based Compensation HTML 130K 39: R23 Taxation HTML 143K 40: R24 Related Party Transactions HTML 66K 41: R25 Restricted Net Assets HTML 40K 42: R26 Convertible Redeemable Preferred Shares HTML 89K 43: R27 Loss Per Share HTML 61K 44: R28 Fair Value Measurements HTML 65K 45: R29 Commitments and Contingencies HTML 47K 46: R30 Segment Reporting HTML 111K 47: R31 Subsequent Events HTML 54K 48: R32 Parent Company Only condensed Financial HTML 167K Information 49: R33 Summary of Significant Accounting Policies HTML 250K (Policies) 50: R34 Organization (Tables) HTML 136K 51: R35 Summary of Significant Accounting Policies HTML 42K (Tables) 52: R36 Inventories (Tables) HTML 47K 53: R37 Prepaid Expenses and Other Current Assets (Tables) HTML 50K 54: R38 Property and Equipment, Net (Tables) HTML 56K 55: R39 Intangible Assets, Net (Tables) HTML 51K 56: R40 Goodwill (Tables) HTML 38K 57: R41 Bank and Other Borrowings (Tables) HTML 45K 58: R42 Accrued Expenses and Other Payables (Tables) HTML 46K 59: R43 Deferred Government Grants (Tables) HTML 45K 60: R44 Accumulated Other Comprehensive Loss (Tables) HTML 45K 61: R45 Share Based Compensation (Tables) HTML 108K 62: R46 Taxation (Tables) HTML 121K 63: R47 Related Party Transactions (Tables) HTML 62K 64: R48 Convertible Redeemable Preferred Shares (Tables) HTML 49K 65: R49 Loss Per Share (Tables) HTML 58K 66: R50 Fair Value Measurements (Tables) HTML 58K 67: R51 Commitments and Contingencies (Tables) HTML 39K 68: R52 Segment Reporting (Tables) HTML 108K 69: R53 Parent Company Only condensed Financial HTML 151K Information (Tables) 70: R54 Organization (Details) HTML 62K 71: R55 Organization (Details 1) HTML 147K 72: R56 Organization (Details Textual) HTML 65K 73: R57 Summary of Significant Accounting Policies HTML 46K (Details) 74: R58 Summary of Significant Accounting Policies HTML 41K (Details 1) 75: R59 Summary of Significant Accounting Policies HTML 59K (Details Textual) 76: R60 Concentration of Risks (Details) HTML 55K 77: R61 Acquisitions (Details) HTML 58K 78: R62 Inventories (Details) HTML 46K 79: R63 Prepaid Expenses and Other Current Assets HTML 53K (Details) 80: R64 Property and Equipment, Net (Details) HTML 49K 81: R65 Property and Equipment, Net (Details 1) HTML 43K 82: R66 Property and Equipment, Net (Details Textual) HTML 34K 83: R67 Intangible Assets, Net (Details) HTML 53K 84: R68 Intangible Assets, Net (Details 1) HTML 46K 85: R69 Intangible Assets, Net (Details Textual) HTML 41K 86: R70 Goodwill (Details) HTML 37K 87: R71 Bank and Other Borrowings (Details) HTML 44K 88: R72 Bank and Other Borrowings (Details Textual) HTML 75K 89: R73 Accrued Expenses and Other Payables (Details) HTML 55K 90: R74 Deferred Government Grants (Details) HTML 41K 91: R75 Accumulated Other Comprehensive Loss (Details) HTML 41K 92: R76 Mainland China Employee Contribution Plan HTML 34K (Details) 93: R77 Share Based Compensation (Details) HTML 69K 94: R78 Share Based Compensation (Details 1) HTML 67K 95: R79 Share Based Compensation (Details 2) HTML 58K 96: R80 Share Based Compensation (Details 3) HTML 41K 97: R81 Share Based Compensation (Details Textual) HTML 77K 98: R82 Taxation (Details) HTML 40K 99: R83 Taxation (Details 1) HTML 40K 100: R84 Taxation (Details 2) HTML 63K 101: R85 Taxation (Details 3) HTML 56K 102: R86 Taxation (Details 4) HTML 42K 103: R87 Taxation (Details Textual) HTML 71K 104: R88 Related Party Transactions (Details) HTML 38K 105: R89 Related Party Transactions (Details 1) HTML 45K 106: R90 Related Party Transactions (Details 2) HTML 42K 107: R91 Restricted Net Assets (Details) HTML 38K 108: R92 Convertible Redeemable Preferred Shares (Details) HTML 42K 109: R93 Convertible Redeemable Preferred Shares (Details HTML 101K Textual) 110: R94 Loss Per Share (Details) HTML 63K 111: R95 Fair Value Measurements (Details) HTML 42K 112: R96 Fair Value Measurements (Details 1) HTML 40K 113: R97 Fair Value Measurements (Details Textual) HTML 32K 114: R98 Commitments and Contingencies (Details) HTML 47K 115: R99 Commitments and Contingencies (Details Textual) HTML 36K 116: R100 Segment Reporting (Details) HTML 71K 117: R101 Segment Reporting (Details Textual) HTML 33K 118: R102 Subsequent Events (Details) HTML 83K 119: R103 Parent Company Only condensed Financial HTML 104K Information (Details) 120: R104 Parent Company Only condensed Financial HTML 58K Information (Details 1) 121: R105 Parent Company Only condensed Financial HTML 53K Information (Details 2) 122: R106 Parent Company Only condensed Financial HTML 52K Information (Details 3) 123: R107 Parent Company Only condensed Financial HTML 38K Information (Details 4) 125: XML IDEA XML File -- Filing Summary XML 233K 124: EXCEL IDEA Workbook of Financial Reports XLSX 139K 11: EX-101.INS XBRL Instance -- paacu-20171231 XML 3.56M 13: EX-101.CAL XBRL Calculations -- paacu-20171231_cal XML 249K 14: EX-101.DEF XBRL Definitions -- paacu-20171231_def XML 824K 15: EX-101.LAB XBRL Labels -- paacu-20171231_lab XML 1.67M 16: EX-101.PRE XBRL Presentations -- paacu-20171231_pre XML 1.35M 12: EX-101.SCH XBRL Schema -- paacu-20171231 XSD 241K 126: ZIP XBRL Zipped Folder -- 0001213900-18-003858-xbrl Zip 243K
Exhibit 10.16
Manufacturing & Service Agreement
This Manufacturing & Service Agreement (the “Agreement”) is effective as of September 1st, 2015 (the Effective Date”) and entered into by and among Alpha Network Ltd. (“ALPHA”) and Borqs Hong Kong Ltd. (“BORQS”), collectively referred to as the “Parties” and individually as a “Party”.
Pursuant to the terms of this Agreement, ALPHA will purchase certain products (the “Products”), as described in Schedule A, from BORQS who will provide customization of embedded software, and will cause to manufacture compatible hardware from available original equipment manufacturers (“OEM”), including Quanta Computer, Inc.
In consideration of the mutual covenants, terms and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Assignment and Sale
1.1 Assignment. BORQS hereby sells, assigns, grants, conveys, and transfers to ALPHA all of BORQS’ rights, title, claims to intellectual properties and interest (but none of BORQS’ obligations) in and to the Products in perpetuity.
1.2 ALPHA’s Rights Upon Sale. Upon completion of the transaction, ALPHA is transferred BORQS’ ownership and all rights with respect to the Products and may receive, take, endorse, assign, deliver and accept payment for further resale of the Products to ALPHA’s customers.
1.3 Payment. All payments for purchase of any batch and all of the Products, whether delivered to ALPHA from BORQS or directly from BORQS’ contracted OEM, shall be made in 120 days from the date of delivery. Payment shall be made to BORQS or its assignee solely in BORQS discretion.
2. Representations and Warranties
BORQS represents and warrants to ALPHA that:
(a) BORQS is the sole and absolute owner of the customized software that BORQS will cause to embed into the Products for ALPHA, with full legal rights to sell, transfer, and assign such to ALPHA;
(b) The amounts of the Products together with pricing included as shown on Schedule A are agreed to, undisputed and valid therein, and can be altered in full or in part only in writing by the Parties;
(c) The Products have not been previously sold, assigned, transferred, or pledged, and are free of any liens, security interests, and encumbrances; and
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(d) BORQS will require its contract OEM and/or affiliates to comply with all applicable laws, rules, regulations, and government restrictions, decrees, directives and orders that apply to the manufacturing of the Products under this Agreement, including any anti-bribery laws, anti-money laundering laws and/or anti-terrorist financing laws.
3. Delivery
BORQS shall, within 30 days of receipt of the purchase order from ALPHA, deliver the Products to ALPHA and provide invoice to ALPHA.
4. General Provisions
4.1 Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of the State of California, without reference to conflict of law principles. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be commenced in a federal or state court in Santa Clara County, California, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action, or proceeding.
4.2 Integration. This Agreement, including the attached schedules or exhibits, constitutes the entire Agreement between the Parties concerning this transaction, and replaces all previous communications, representations, understandings, and agreements, whether verbal or written, with respect to the specific subject matter hereof.
4.3 Amendment. No waiver, amendment, or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the Party against whom such waiver, amendment, or modification is sought to be enforced. Furthermore, no provisions in the purchase orders, or in any other business forms employed by any of the Parties will supersede the terms and conditions of this Agreement unless agreed to in writing by the Parties.
4.4 Notices. All notices required or permitted to be given under this Agreement shall be in writing and deemed given (a) when personally delivered, (b) one (1) day after delivered to an overnight courier guarantying next day delivery, (c) the date upon which the read-receipt was received for electronic mail. All notices shall be· addressed to the parties at the addresses specified below:
ALPHA: | Alpha Network Ltd. | |
Offshore Chambers, P.O. Box 217, | ||
Apia Samoa | ||
BORQS: | Borqs Hong Kong Ltd | |
B, 21/F., Legend Tower, | ||
7 Shing Yip Street, Kwun Tong, | ||
Kowloon, Hong Kong | ||
Attn: Amanda Li | ||
Email: amanda.li@borqs.com |
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4.5 Attorney’s Fees. In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its costs of enforcement, including, without limitation, reasonable attorneys’ fees and costs.
4.6 Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided in this Agreement, shall operate as a waiver of any such right, power, or remedy.
4.7 Non-Assignability & Binding Effect. Except as otherwise provided for within this Agreement, neither party may transfer or assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written consent of the other party, whose consent shall not be unreasonably withheld. Any assignment in breach of this provision shall be deemed null and void.
4.8 Severability. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect.
4.9 Headings. The titles and headings of the various sections and sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement.
4.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
[Signature Page Follows]
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IN WITNESS WHEREOF this Agreement was signed by the parties hereto as of the day and year first above written.
ALPHA NETWORK LTD. | ||
By: | ||
Name: | ||
Title: | Director | |
BORQS HONG KONG LTD | ||
By: | ||
Name: | ||
Title: | CFO |
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Schedule A
Products, Pricing and Schedule
Project NKS: Customization of Tablet Device Equivalent to Quanta’s NKS
Purchase price: | USDI 104.90 per unit |
Estimated delivery: | September through December 2015 |
Quantity: | Approximately 150,000 units |
Project NKJ: Customization of Tablet Device Equivalent to Quanta’s NKJ
Purchase price: | USD 136.00 per unit |
Estimated delivery: | October through December 2015 |
Quantity: | Approximately 27,000 units |
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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 |