UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE
ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September
Commission File Number 001-37593
(Translation of registrant’s name into English)
Suite 309, 3/F
Dongfeng KASO
Dongfengbeiqiao, Chaoyang District
Beijing 100016, China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐.
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐.
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
This Report on Form 6-K is hereby incorporated by reference into the registrant’s Registration Statement on Form S-8 (File No. 333-257470), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
As required by Nasdaq Rule 5250(c)(2), Borqs Technologies Inc. (the “Company”) hereby submits its interim balance sheet and income statement for its second quarter ended on June 30, 2021, and this submission is made within six months following the end of the said quarterly period. The consolidated financial statements contained herein are unaudited and prepared by management of the Company.
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BORQS TECHNOLOGIES, INC.
UNAUDITED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands of US dollar (“US$”), unless otherwise stated)
| As of June 30, | ||||||||
| 2020 | 2021 | |||||||
| US$ | US$ | |||||||
| ASSESTS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable | ||||||||
| Inventories - net | ||||||||
| Prepaid expenses and other current assets, net | ||||||||
| Current assets held for sale | - | |||||||
| Total current assets | ||||||||
| Non-current assets: | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right of Use Asset | ||||||||
| Deferred tax assets | ||||||||
| Non-current assets held for sale | - | |||||||
| Total non-current assets | ||||||||
| Total assets | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | ||||||||
| Accrued expenses and other payables | ||||||||
| Advances from customers | ||||||||
| Lease Liabilities- current | ||||||||
| Amount due to related parties-current | ||||||||
| Income tax payable | ||||||||
| Long-term institution borrowings - current portion | - | |||||||
| Current liabilities held for sale | - | |||||||
| Total current liabilities | ||||||||
| Non-current liabilities: | ||||||||
| Unrecognized tax benefits | ||||||||
| Deferred tax liability | ||||||||
| Deferred revenues | ||||||||
| Other non-current liabilities | ||||||||
| Long-term payable | ||||||||
| Deferred government grants | - | |||||||
| Non-current liabilities held for sale | - | |||||||
| Total non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Ordinary shares | ||||||||
| Additional paid-in capital | ||||||||
| Subscription receivables | ( | ) | ( | ) | ||||
| Statutory reserve | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | - | |||||
| Total Borqs Technologies, Inc. shareholders’ equity | ( | ) | ||||||
| Noncontrolling interest | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ( | ) | ||||||
| Total liabilities and shareholders’ equity | ||||||||
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BORQS TECHNOLOGIES, INC.
UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS
(Amounts in thousands of US$, unless otherwise stated)
| For the six months ended June 30, | ||||||||
| 2020 | 2021 | |||||||
| US$ | US$ | |||||||
| Net revenues: | ||||||||
| Software | ||||||||
| Hardware | ||||||||
| Total net revenues | ||||||||
| Cost of revenues | ||||||||
| Software | ( | ) | ( | ) | ||||
| Hardware | ( | ) | ( | ) | ||||
| Total cost of revenues | ( | ) | ( | ) | ||||
| Total gross (loss) profit | ||||||||
| Operating expenses: | ||||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Research and development expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Other operating income | ||||||||
| Operating income (loss) | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Other income | ||||||||
| Other expense | ( | ) | ( | ) | ||||
| Foreign exchange income (loss) | ( | ) | ||||||
| Income (loss) from continuing operations, before income taxes | ( | ) | ( | ) | ||||
| Income tax (expense) benefit | ||||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ||||
| Discontinued operation | ||||||||
| (Loss) income from operations of discontinued entities | ( | ) | ||||||
| Income tax benefit (expense) | ||||||||
| Net (Loss) income on discontinued operations | ( | ) | ||||||
| Net income (loss) | ( | ) | ( | ) | ||||
| Less: Net income (loss) attributable to noncontrolling interest | ( | ) | ||||||
| Net income (loss) attributable to Borqs Technologies, Inc. | ( | ) | ( | ) | ||||
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Summary discussions on the results of the first half of 2021.
Due to the completion of the sale of our Mobile Virtual Network Operator (“MVNO”) Business Unit on October 29, 2020, the Company no longer has a variable interest equity (“VIE”) in its operations as of December 31, 2020 and also there were no assets or liabilities held for sale for the interim period ended June 30, 2021.
Our revenue for the six months ended June 30,
2021 was $
Geographically, our sales were mainly from the
U.S., India and Europe. For the interim period ended June 30, 2021, our customers in the U.S., India, Europe and China accounted for
The below table shows the reconciliation of EBITDA and Adjusted EBITDA from the US-GAAP net losses for the interim periods ended June 30, 2021.
| For the six months ended | ||||||||
| June 30 | ||||||||
| 2020 | 2021 | |||||||
| Net income (loss) from continuing operations | ( | ) | ( | ) | ||||
| Income tax (expense) benefit | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Depreciation and amortization | ( | ) | ( | ) | ||||
| Other expense | ( | ) | ( | ) | ||||
| Foreign exchange gain (loss) | ( | ) | ||||||
| EBITDA | ( | ) | ( | ) | ||||
| Impairment of intangible assets | ( | ) | ||||||
| Non-recurring project costs | ( | ) | ||||||
| Stock based compensation | ( | ) | ( | ) | ||||
| Stock based financial expenses | ( | ) | ||||||
| Adjusted EBITDA | ( | ) | ( | ) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BORQS TECHNOLOGIES INC. | ||
| (registrant) | ||
| Dated: September 28, 2021 | By: | /s/ Anthony K. Chan |
| Anthony K. Chan | ||
| Chief Financial Officer | ||
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