SEC Form 4 · accession 0000899243-18-001247
Borqs Technologies, Inc. · BRQS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
INTEL CORP
10% Owner
Period of report
Jan 10, 2018
Accepted (ET)
Jan 17, 2018 · 9:10 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001650575
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| ORDINARY SHARESF1,F2,F3,F4 | Jan 10, 2018 | J | 226,587 | $0.00 | A | 4,192,756 | I | Through wholly-owned subsidiary |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 18, 2017, pursuant to that certain Merger Agreement, dated December 27, 2016 and amended on May 10, 2017 and June 29, 2017 (as amended, the "Merger Agreement"), between Borqs Technologies, Inc. (the "Issuer") and, among other parties, Zhengqi International Holding Limited ("Sponsor"), Issuer's wholly-owned subsidiary, PAAC Merger Subsidiary Limited, merged with and into Borqs International Holding Corp ("Borqs International"), with Borqs International surviving such merger as the surviving entity and wholly-owned subsidiary of the Issuer. Pursuant to the Merger Agreement and an escrow agreement entered into in connection with the closing of the merger, the Issuer issued certain Ordinary Shares to an escrow agent to be held in an indemnity escrow account, including 1,278,776 Ordinary Shares to be held for the benefit of Sponsor.
- F2(Continued from Footnote 1)Pursuant to a Repurchase Agreement, dated January 10, 2018, between the Issuer and Sponsor, the parties agreed, among other things, that (i) 1,277,625 Ordinary Shares held in escrow for the benefit of Sponsor, would be distributed to the Issuer's remaining shareholders pro rata, with Intel Capital Corporation, a wholly owned subsidiary of Intel Corporation ("Intel Capital"), receiving 217,524 Ordinary Shares in such distribution and (ii) 51,151 Ordinary Shares held in escrow for the benefit of Sponsor would remain in escrow for the benefit of the Issuer's remaining shareholders, pro rata, with Intel Capital being entitled to receive 9,063 of such Ordinary Shares.
- F3This report is being filed within two business days of Intel Coporation being made aware of the transaction contemplated herein by the Issuer.
- F4The securities reported in Table I of this report are owned indirectly by Intel Corporation through Intel Capital.