Borqs Technologies, Inc. (Form: 6-K, Received: 06/23/2021 16:06:04)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2021

Commission File Number 001-37593

BORQS TECHNOLOGIES, INC.

(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.

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Attached to this report on Form 6-K as Exhibit 99.1 are the proxy materials for the 2021 Annual General Meeting of Shareholders of Borqs Technologies, Inc. (the “Company”).

Attached as Exhibit 99.2 to this report on Form 6-K is the proxy card for the 2021 Annual General Meeting of Shareholders of the Company.

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.

Dated: June 23, 2021	BORQS TECHNOLOGIES, INC.
	(registrant)

	By:	/s/ Pat Sek Yuen Chan
		Pat Sek Yuen Chan
		Chief Executive Officer

Exhibit 99.1

June 23, 2021

TO THE SHAREHOLDERS OF Borqs Technologies, INC.

Enclosed is a Notice of the 2021 Annual General Meeting of Shareholders (the “Meeting”) of Borqs Technologies, Inc. (the “Company”), which will be held at the office of Sichenzia Ross Ference LLP at 1185 Avenue of the Americas, 31/F, New York, NY 10036, USA, on August 2, 2021 at 10:00 a.m. local time.

At the Meeting, the shareholders of the Company will consider and vote upon proposals:

To elect one Class III Director to serve until the 2024 Annual General Meeting of Shareholders (“Proposal One”);

To ratify the appointment of YU Certified Public Accountant PC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal Two”); and

To transact such other business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

Only holders of record of our ordinary shares, no par value (the “Ordinary Shares”) at the close of business on June 11, 2021, will be entitled to vote at the Meeting. Each Ordinary Share then held entitles the holder thereof to one (1) vote per proposal.

Adoption of Proposal One requires the affirmative vote of a majority of the shares present in person or by proxy at the Meeting and voting on the proposal. Adoption of Proposal Two requires the affirmative vote of a majority of the shares present in person or by proxy at the Meeting and voting on the proposal.

You are cordially invited to attend the Meeting in person. If you attend the Meeting, you may revoke your proxy and vote your shares in person.

IT IS IMPORTANT TO VOTE. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE, WHICH DOES NOT REQUIRE POSTAGE IF MAILED IN THE UNITED STATES. THE VOTE OF EVERY SHAREHOLDER IS IMPORTANT AND YOUR COOPERATION IN RETURNING YOUR EXECUTED PROXY PROMPTLY WILL BE APPRECIATED. ANY SIGNED PROXY RETURNED AND NOT COMPLETED WILL BE VOTED IN FAVOR OF ALL THE PROPOSALS PRESENTED IN THE PROXY STATEMENT.

		Very truly yours,

		/s/ Pat Sek Yuen Chan
		Pat Sek Yuen Chan
		Chief Executive Officer

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

June 23, 2021

NOTICE IS HEREBY given that the 2021 Annual General Meeting of Shareholders (the “Meeting”) of Borqs Technologies, Inc. (the “Company”) will be held at 10:00 a.m. local time on August 2, 2021, at the office of Sichenzia Ross Ference LLP at 1185 Avenue of the Americas, 31/F, New York, NY 10036, USA, for the following purposes, of which Items 1 and 2 are more completely set forth in the accompanying Proxy Statement:

To elect one Class III Directors to serve until the 2024 Annual General Meeting of Shareholders (“Proposal One”);

To ratify the appointment of Yu Certified Public Accountant PC, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 (“Proposal Two”); and

To transact other such business as may properly come before the meeting or any adjournment(s) or postponement(s) thereof.

The board of directors has fixed the close of business on June 11, 2021, as the record date for the determination of the shareholders entitled to receive notice and to vote at the Meeting or any adjournment(s) or postponement(s) thereof.

All shareholders must present a form of personal photo identification in order to be admitted to the Meeting. In addition, if your shares are held in the name of your broker, bank or other nominee and you wish to attend the Meeting, you must bring an account statement or letter from the broker, bank or other nominee indicating that you were the owner of the Ordinary Shares on June 11, 2021.

If you attend the Meeting, you may revoke your proxy and vote in person.

	BY ORDER OF THE BOARD OF DIRECTORS

	/s/ Anthony K. Chan
	Anthony K. Chan
	Chief Financial Officer

June 23, 2021

Beijing, China

BORQS TECHNOLOGIES, INC.

PROXY STATEMENT
FOR
ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 2, 2021

INFORMATION CONCERNING SOLICITATION AND VOTING

GENERAL

The enclosed proxy is solicited on behalf of the board of directors (the “Board”) of Borqs Technologies, Inc., a British Virgin Islands corporation (the “Company”), for use at the 2021 Annual General Meeting of Shareholders (the “Meeting”) to be held at the office of Sichenzia Ross Ference LLP at 1185 Avenue of the Americas, 31/F, New York, NY 10036, USA, at 10:00 a.m. local time on August 2, 2021, or at any adjournment(s) or postponement(s) thereof, for the purposes set forth herein and in the accompanying Notice of Annual General Meeting of Shareholders. This Proxy Statement and the accompanying form of proxy are expected to be mailed on or about June 23, 2021, to the shareholders of the Company entitled to vote at the Meeting.

VOTING RIGHTS AND OUTSTANDING SHARES

The Board has fixed the close of business on June 11, 2021 as the record date (the “Record Date”) for the determination of the shareholders entitled to receive notice and to vote at the Meeting or any adjournment(s) or postponement(s) thereof. As of the Record Date, there were 112,713,203 ordinary shares, no par value (the “Ordinary Shares”) issued and outstanding. Each shareholder of record on the Record Date is entitled to one (1) vote for each Ordinary Share then held. The Ordinary Shares represented by any proxy in the enclosed form will be voted in accordance with the instructions given on the proxy if the proxy is properly executed and is received by the Company prior to the close of voting at the Meeting or any adjournment(s) or postponement(s) thereof. Any proxies returned without instructions will be voted FOR the proposals set forth on the Notice of Annual General Meeting of Shareholders.

A quorum of fifty percent (50%) of the Ordinary Shares outstanding as of the Record Date, present in person or by proxy, will be required to conduct the Meeting. If you choose to have your shares represented by proxy at the Meeting, you will be considered part of the quorum. If a quorum is not present at the Meeting, the Chairman of the Board may adjourn the meeting to a later date. If an adjournment is for more than thirty (30) days or a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each shareholder of record entitled to vote at the meeting.

The Ordinary Shares are listed on the NASDAQ Capital Market under the symbol “BRQS.”

REVOCABILITY OF PROXIES

A shareholder giving a proxy may revoke it at any time before it is exercised. A proxy may be revoked by filing with the Secretary of the Company at the Company’s Beijing office, Suite 309, 3/F, Dongfeng KASO, Dongfengbeiqiao, Chaoyang District, Beijing 100016, China, a written notice of revocation by a duly executed proxy bearing a later date, or by attending the Meeting and voting in person.

PROPOSAL ONE

ELECTION OF DIRECTORS

As provided in the Company’s Memorandum of Association, as amended, the Board is divided into three classes and each director is elected to serve for a three-year term. Directors elected to the Board serve until the annual general meeting of shareholders three years after their election or until a director’s successor is duly elected. The terms of the two directors in Class I will expire at the 2022 Annual General Meeting of Shareholders. The term of the two directors in Class II will expire at the 2023 Annual General Meeting of Shareholders. The term of the three directors in Class III will expire at this Meeting. Two of the Class III directors will not be replaced or up for re-election. After this Meeting, the Board will consist of five directors.

The Board has nominated Pat Sek Yuen Chan as a Class III director. If duly elected at this Meeting, the foregoing nominee will serve until the 2024 Annual General Meeting of Shareholders or whenever his successor is duly elected.

Unless the proxy is marked to indicate that such authorization is expressly withheld, the person named in the enclosed proxy intend to vote the shares authorized thereby FOR the election of the following nominee. It is expected that the nominee will be able to serve, but if before the election it develops that the nominee is unavailable, the persons named in the accompanying proxy will vote for the election of such substitute nominee as the current board of directors may recommend.

Nominee for Election to the Company’s Board of Directors

Information concerning the nominee for Class III director of the Company is set forth below:

Name		Age		Position
Pat Sek Yuen Chan		56		Class III Director

Pat Sek Yuen Chan, is the Chairman of our board of directors, as well as our Chief Executive Officer and President. He was the founder and Chairman of the board of directors of Borqs International, and since 2007 he served as Borqs International’s Chief Executive Officer and President. Mr. Chan has over 20 years of experience in the mobile network communications sector. Prior to founding Borqs, Mr. Chan served as Senior Vice President and General Manager of the infrastructure business unit of UTStarcom Inc., a telecommunications equipment company, from 2000 to 2007. Earlier, Mr. Chan was an engineering manager in Motorola responsible for the development of the GPRS switching. Mr. Chan is an established entrepreneur and has received many awards, including the “High-Caliber Talent from Overseas Award” from the PRC government, and “2012 Beijing Entrepreneur of the Year” from Silicon Dragon. Mr. Chan received his bachelor’s degree in computer science from the University of Toronto and his master’s degree in computer science from the University of British Columbia.

Based on the above description of Mr. Chan’s extensive background, the Company believes that Mr. Chan qualifies to serve on the Board of Directors.

The following subcommittees of the Board all consist of independent directors:

●

Audit Committee. The Board established an Audit Committee, which is responsible for reviewing the Company’s accounting controls and the appointment of the Company’s outside auditors. The Audit Committee currently consists of Heung Sang Addy “Dexter” Fong (Chairperson), Wan Yu “Lawrence” Chow and Ji “Richard” Li.

●

Compensation Committee. The Board established a Compensation Committee, which is responsible for implementing, reviewing and approving the Company’s compensation plans to its employees and directors. The Compensation Committee currently consists of Heung Sang Addy “Dexter” Fong (Chairperson), Wan Yu “Lawrence” Chow and Shizhu “Steve” Long.

●

Nominating and Corporate Governance Committee. The Board established a Nominating and Corporate Governance Committee, which is responsible for establishing criteria and qualifications for membership on the Board, selecting candidates, and monitoring and recommending subcommittees of the Board for the appropriate corporate governance guidelines. The Nominating and Corporate Governance Committee currently consists of Wan Yu “Lawrence” Chow (Chairperson) and Heung Sang Addy “Dexter” Fong.

●

Enterprise Risk Oversight Committee. The Board established an Enterprise Risk Oversight Committee, which is responsible for carrying out the responsibility of overseeing the effectiveness of risk management policies, procedures and practices implemented by management of the Company with respect to strategic, operational, environmental, health and safety, human resources, legal and compliance and other risks faced by the Company. This committee currently consists of the same members as the Audit Committee.

●

Risk and Security Committee. The Board established a Risk and Security Committee, which is responsible for overseeing and reviewing the Company’s internal controls to protect the Company’s information and proprietary assets. This committee currently consists of the same members of the Nominating and Corporate Governance Committee.

Required Vote. Approval of Proposal One will require the affirmative vote of a majority of the shares present in person or by proxy at the Meeting and voting on the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF THE NOMINEE FOR CLASS III DIRECTOR. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH PROPOSED DIRECTOR UNLESS A CONTRARY VOTE IS SPECIFIED.

PROPOSAL TWO

RATIFICATION OF APPOINTMENT OF
independent registered public accounting firm

The Board is submitting for ratification at the Meeting the selection of Yu Certified Public Accountant PC (“YU CPA”) as the Company’s independent registered public accounting firm auditors for the fiscal year ending December 31, 2021. YU CPA was appointed as the Company’s independent registered public accounting firm by the Audit Committee on May 19, 2021.

YU CPA has advised the Company that YU CPA does not have any direct or indirect financial interest in the Company, nor has such firm had any such interest in connection with the Company other than in its capacity as the Company’s independent registered public accounting firm.

All services rendered by YU CPA are subject to review by the Audit Committee.

Required Vote. Approval of Proposal Two will require the affirmative vote of the majority of the shares present in person or by proxy at the Meeting and voting on the proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR RATIFICATION OF THE APPOINTMENT OF YU CERTIFIED PUBLIC ACCOUNTANT PC AS THE independent registered public accounting firm OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021. UNLESS REVOKED AS PROVIDED ABOVE, PROXIES RECEIVED BY MANAGEMENT WILL BE VOTED IN FAVOR OF SUCH APPROVAL UNLESS A CONTRARY VOTE IS SPECIFIED.

SOLICITATION

The cost of preparing and soliciting proxies will be borne by the Company. Solicitation will be made primarily by mail, but shareholders may be solicited by telephone, telegraph, electronic mail or personal contact.

OTHER MATTERS

No other matters are expected to be presented for action at the Meeting. Should any additional matter come before the Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons named in the proxy.

REPORTS TO SHAREHOLDERS

The Company’s latest annual report on Form 20-F to shareholders for the year ended December 31, 2020 (the “Annual Report”) and this Proxy Statement are available on the Company’s website at www.borqs.com. Upon request, and without charge, the Company will furnish each person to whom this Proxy Statement is delivered with a copy of the Company’s Annual Report. To request a copy, please email to Sandra Dou, VP of Corporate Finance, at sandra.dou@borqs.net or write to Investor Relations, Borqs Technologies, Inc., Suite 309, 3/F, Dongfeng KASO, Dongfengbeiqiao, Chaoyang District, Beijing 100016, China.

	By Order of the Board of Directors

	/s/ Anthony K. Chan
	Anthony K. Chan
	Chief Financial Officer

June 23, 2021

Beijing, China

BORQS TECHNOLOGIES, INC.

c/o Continental Proxy Services

1 State Street, New York NY 10004

You May Vote Your Proxy When You View The Material On The Internet. You Will Be Asked To Follow The Prompts To Vote Your Shares.

BORQS TECHNOLOGIES, INC.

Suite 309, 3/F, Dongfeng KASO,
Dongfengbeiqiao,Chaoyang District,
Beijing 100016, China

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

to be held on Monday
August 2, 2021

*Shareholders are cordially invited to attend the Annual Meeting and vote in person.
At the meeting, you will need to request a ballot to vote your shares.

Dear Shareholder,

The 2021 Annual Meeting of Shareholders of Borqs Technologies, Inc. (the “Company”) will be held at the office of Sichenzia Ross Ference LLP at 1185 Avenue of the Americas, 31/F, New York, NY 10036, USA on August 2, 2021, at 10:00 A.M. US Eastern Standard Time.

	Proposals to be considered at the Annual Meeting:

	(1)	Elect one (1) “Class III” director, who will be elected for a three year term, or until the election and qualification of his successor;

	(2)	Ratify the appointment of Yu Certified Public Accountant PC as our independent registered public accounting firm for the fiscal year ending December 31, 2021; and

	(3)	Transact any other business properly brought before the Annual Meeting or any adjournments thereof.

The Board of Directors recommends a vote “FOR” the nominee under Proposal 1 and “FOR” Proposal 2.

Your electronic vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed, dated, and returned the proxy card.

MOBILE VOTING –

On your Smartphone/Tablet, open the QR Reader and scan the below image. Once the voting site is displayed, enter your Control Number from the proxy card and vote your shares.

The Proxy Materials are available for review at:

https://www.cstproxy.com/borqs/2021

Vote Your Proxy on the Internet:

Go to http://www.cstproxyvote.com Have your notice available when you access the above website. Follow the prompts to vote your shares.

CONTROL NUMBER

BORQS TECHNOLOGIES, INC.

Suite 309, 3/F, Dongfeng KASO,

Dongfengbeiqiao,Chaoyang District,

Beijing 100016, China

Important Notice Regarding the Availability Of Proxy Materials
For the 2021 Annual Meeting of Shareholders to be held on August 2, 2021

The following Proxy Materials are available to you to review at: https://www.cstproxy.com/borqs/2021

Included are the Company’s:

	-	the Company’s Annual Report for the year ended December 31, 2020;
	-	the Company’s 2021 Proxy Statement
	-	the Proxy Card
	-	any amendments to the foregoing materials that are required to be furnished to shareholders

This is not a ballot. You cannot use this notice to vote your shares. This communication presents an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.

If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge for such documents to be mailed to you. Please make your request for a copy as instructed below on or before July 19, 2021 to facilitate a timely delivery. You may also request that you receive paper copies of all future proxy materials from the Company.

ACCESSING YOUR PROXY MATERIALS ONLINE

Have this notice available when you request a paper copy of the proxy materials or to vote your proxy electronically. You must reference your company ID., proxy number, and account number.

REQUESTING A PAPER COPY OF THE PROXY MATERIALS

By telephone please call 1-888-221-0691, or

By logging on to https://www.cstproxy.com/borqs/2021 or

By email at: proxy@continentalstock.com

Please include the company name and your control number in the subject line.

Exhibit 99.2

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

Vote by Internet, Smartphone or Tablet -QUICK EASY
IMMEDIATE - 24 Hours a Day, 7 Days a Week or by Mail

BORQS TECHNOLOGIES, INC.

PLEASE DO NOT RETURN THE PROXY CARD
IF YOU ARE VOTING ELECTRONICALLY.

Your Mobile or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card by mail. Votes submitted electronically over the Internet must be received by 11:59 p.m., US Eastern Standard Time, on August 1, 2021.

VOTE BY INTERNET –

www.cstproxyvote.com

Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.

MOBILE VOTING –

On your Smartphone/Tablet, open the QR Reader and scan the below image. Once the voting site is displayed, enter your Control Number from the proxy card and vote your shares.

MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED

PROXY

THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE; UNLESS OTHERWISE INDICATED, THIS PROXY WILL BE VOTED FOR THE NOMINEE ON PROPOSAL NUMBER 1 AND FOR APPROVAL ON PROPOSAL NUMBER 2.

Please mark
your votes
like this

Proposal 1.

Elect one (1) Class III director, to serve until 2024 Annual General Meeting of Shareholders.

(1) Pat Sek Yuen Chan	FOR ALL NOMINEES LISTED TO THE LEFT	FOR ALL EXCEPT*	WITHHOLD AUTHORITY

* (Instruction: To withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list above)

Proposal 2.

Ratify the appointment of YU Certified Public Accountant PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

FOR

AGAINST

ABSTAIN

Proposal 3.

Transact any other business properly brought before the annual general meeting or any adjournment(s) or postponement(s) thereof.

IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.

Mark here if you plan to attend the meeting.

CONTROL NUMBER

Signature ______________________________ Signature, if held jointly________________________________________ Date _________, 2021

Note: Please sign exactly as your name or names appear on this Proxy. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by authorized person.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual General Meeting of Shareholders

The 2021 Proxy Statement and the 2020 Annual Report to Shareholders are available at: https://www.cstproxy.com/borqs/2021

▲ FOLD HERE ● DO NOT SEPARATE ● INSERT IN ENVELOPE PROVIDED ▲

PROXY

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

BORQS TECHNOLOGIES, INC.

ANNUAL GENERAL MEETING OF SHAREHOLDERS – AUGUST 2, 2021 AT 10:00 AM (EST TIME)

The undersigned hereby appoint(s) each of Pat Chan and Anthony Chan with the power of substitution and resubstitution to vote any and all shares of capital stock of Borqs Technologies, Inc. (the “Company”) which the undersigned would be entitled to vote as fully as the undersigned could do if personally present at the Annual General Meeting of Shareholders of the Company, to be held on August 2, 2021, at 10:00 A.M. US Eastern Standard Time, (or any adjournment(s) or postponement(s) thereof) at the office of Sichenzia Ross Ference LLP at 1185 Avenue of the Americas, 31/F, New York, NY 10036, USA, hereby revoking any prior proxies to vote said stock, upon the following items more fully described in the notice of any proxy statement for the annual general meeting (receipt of which is hereby acknowledged):

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN. IF NO SUCH DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE BOARD OF DIRECTORS RECOMMENDATIONS.

PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE AND RETURN PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.


Mark here for address change.

(Continued, and to be marked, dated and signed, on the other side)