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Borqs Technologies, Inc. – ‘10-K’ for 12/31/17 – ‘EX-10.16’

On:  Monday, 4/2/18, at 3:59pm ET   ·   For:  12/31/17   ·   Accession #:  1213900-18-3858   ·   File #:  1-37593

Previous ‘10-K’:  ‘10-K’ on 8/17/17 for 6/30/17   ·   Next & Latest:  ‘10-K/A’ on 5/14/18 for 12/31/17   ·   14 References:   

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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

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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  


‘EX-10.16’   —   Alpha Network Ltd. Manufacturing & Service Agreement and Form of Purchase Order, Dated September 1, 2015


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



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

  

 C: 

 

 

 

(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

  

 C: 
  C: 2 

 

 

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]

  

 C: 
 3 

 

 

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  

  

 C: 
 4 

 

 

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

 

5

 


14 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
 6/21/21  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
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