Attached files
| file | filename |
|---|---|
| EX-32.2 - CERTIFICATION - Borqs Technologies, Inc. | f10k2017a1ex32-2_borqstech.htm |
| EX-32.1 - CERTIFICATION - Borqs Technologies, Inc. | f10k2017a1ex32-1_borqstech.htm |
| EX-31.2 - CERTIFICATION - Borqs Technologies, Inc. | f10k2017a1ex31-2_borqstech.htm |
| EX-31.1 - CERTIFICATION - Borqs Technologies, Inc. | f10k2017a1ex31-1_borqstech.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2017
Or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission file number: 001- 37593
BORQS TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| British Virgin Islands | N/A | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
Building B23-A,
Universal Business Park
No. 10 Jiuxianqiao Road
Chaoyang District, Beijing, 100015 China
(Address of principal executive offices, including zip code)
(86) 10-5975-6336
(Registrant’s Telephone Number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Name of Each Exchange on Which Registered | |
| Ordinary Shares, no par value per share | The Nasdaq Stock Market |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such requirements for the past 90 days. Yes ☒ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
| Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ (Do not check if a smaller reporting company) |
Smaller reporting company ☐ | Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting stock held by non-affiliates of the Registrant, which was Pacific Special Acquisition Corp as of June 30, 2017 with 5,042,817 shares held by non-affiliates, based on the closing sale price of the Registrant’s ordinary shares on June 30, 2017, the last business day of the Registrant’s most recently completed second fiscal quarter, as reported on The Nasdaq Stock Market which was $10.25 per share, was approximately $51.7 million. Ordinary shares held by each executive officer and director and by each person who may be deemed to be an affiliate of the Registrant have been excluded from this computation. The determination of affiliate status for this purpose is not necessarily a conclusive determination for other purposes. As of March 27, 2018, the Registrant had 31,307,522 of its ordinary shares, no par value, outstanding.
EXPLANATORY NOTE
This Annual Report on Form 10-K/A (this “Amendment”) is being filed as an amendment to the Annual Report on Form 10-K for the fiscal year ended December 31, 2017 filed by Borqs Technologies, Inc. (the “Company”) on April 2, 2018 (the “10-K”). The sole purpose of this Amendment is to provide additional clarifying disclosures in Part II, Item 9A of the 10-K with respect to management’s assessment of the Company’s internal control over financial reporting and changes thereto.
As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, Amendment No. 1 includes new certifications from the Company’s principal executive officer and principal financial officer dated as of the date of filing of this Amendment No. 1.
This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, Part II, Item 9A, “Controls and Procedures,” in its entirety, Part IV, Item 15, “Exhibits and Financial Statement Schedules,” in its entirety, the signature page, and the new certifications from the Company’s Principal Executive Officer and Principal Financial Officer.
Except as described above, no other changes have been made to the 10-K. The 10-K continues to speak as of the date of the 10-K, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the 10-K. Accordingly, this Amendment should be read in conjunction with our 10-K and our other filings made with the Securities and Exchange Commission subsequent to the filing of the Form 10-K.
Item 9A. Controls and Procedures
(a) Disclosure Controls and Procedures
Our Chief Executive Officer and our Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 (“Exchange Act”) Rules 13a-15(e) or 15d-15(e)) as of the end of the period covered by this Annual Report, have concluded that, in light of the material weakness in our internal controls over financial reporting identified below, our disclosure controls and procedures were ineffective as of December 31, 2017 based on our evaluation of the controls and procedures required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.
(b) Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2017. In making this assessment, management used the framework set forth in the report Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including: (i) the control environment; (ii) risk assessment; (iii) control activities; (iv) information and communication; and (v) monitoring.
Based on that evaluation, our management concluded that the Company’s internal controls over financial reporting were not effective at December 31, 2017. We did not maintain sufficient controls over financial reporting processes due to a lack of sufficient number of financial reporting personnel with an appropriate level of knowledge and experience in U.S. GAAP and SEC reporting requirements and financial reporting programs to ensure that the consolidated financial statements were prepared in compliance with U.S. GAAP and SEC requirements properly. This deficiency constitutes a material weakness of our internal control over financial reporting.
(c) Changes in Internal Control over Financial Reporting
We identified two material weaknesses in internal control over financial reporting during our preparation of the consolidated financial statements for the year ended December 31, 2016: (i) a lack of sufficient personnel with sound knowledge of U.S. GAAP reporting systems; and (ii) insufficient controls to ensure that appropriate accruals were made for expenses. Below is a discussion about the remedial efforts undertaken by management to address each of these material weaknesses.
Lack of sufficient accounting personnel. Management identified the following steps to remediate this material weakness:
| ● | Launching a recruitment program to hire additional senior professional qualified accounting staff with knowledge of U.S. GAAP and SEC reporting. |
Action taken: We hired a senior manager of finance with proper qualifications and experience in 2017 to establish, implement and improve our internal control system including entity level and process level controls as well as policies according to the COSO internal control integrated framework. Additionally, in connection with our business combination in August 2017, we established an independent audit committee in August 2017, which, among other things, oversees the design and implementation effectiveness of the Company’s internal control over financial reporting at the end of each quarter.
| ● | Implementing U.S. GAAP accounting and financial reporting programs, both internal and external, for the Company’s existing accounting and reporting personnel including formulating internal policies relating to internal control over financial reporting, including preparing a comprehensive written accounting policies and procedures manual that can effectively and efficiently guide its finance and accounting personnel in addressing significant accounting issues and assist in preparing financial statements that are in compliance with U.S. GAAP and SEC requirements. |
Action taken: We implemented a new ERP system that was launched in the first quarter of 2018. The new ERP system runs parallel to our existing accounting systems for project costs. As our accounting staff together with our supply management team adapt to the new ERP system, we believe our costs reporting and analysis will be more efficient and reliable.
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Insufficient controls in expense accruals. In 2017, we developed additional controls to ensure that appropriate accruals are made for expenses, including (a) a thorough review of invoices before closing the accounting records for the period, (b) capturing data about purchases made for goods and services in a period even where the invoice has not yet been received and (c) developing expectations as to period expenses level by category to be used to monitor the adequacy of the accruals made.
Following the above-mentioned efforts, as of December 31, 2017, based on an assessment performed by our management on the performance of the remediation measures described above, we determined that the material weakness in providing for effective accruals in internal control over financial reporting had been remediated. However the material weakness relating to hiring sufficient U.S. GAAP-qualified accounting personal had not yet been fully remediated.
We plan to take additional measures to improve our internal control over financial reporting, including: (i) hiring additional qualified professionals with U.S. GAAP accounting experience in the year 2018; (ii) providing U.S. GAAP and SEC reporting training to our accounting personnel; and (iii) preparing a comprehensive written accounting policies and procedures manual that can effectively and efficiently guide our finance and accounting personnel in addressing significant accounting issues and preparing financial statements that are in compliance with U.S. GAAP and SEC requirements. In addition, we intend to engage an external service provider by the end of 2018 to assist management in evaluating our current internal control over financial reporting and implementing necessary controls and measures to assist it in preparing for compliance with internal control reporting. We believe that an external service provider will assist our efforts to staff sufficient personnel who can execute the tasks of reporting our financial results routinely and accurately, as well as help to identify and mitigate risks and address problems in an efficient manner.
However, the implementation of these initiatives may not fully address the material weaknesses and significant deficiencies in our internal control over financial reporting. See “Item 1A. Risk Factors — Risks Related to our Business and Industry – “If we fail to maintain effective internal control over financial reporting, we may not be able to accurately and timely report our financial results or prevent fraud, and investor confidence and the market price of our ordinary shares may be adversely impacted.”
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) Consolidated financial statements, consolidated financial statements schedule and exhibits
1. Consolidated financial statements. The consolidated financial statements as listed in the accompanying “Index to Consolidated Financial Information” are filed as part of this Annual Report on Form 10-K.
2. All schedules not listed in the accompanying index have been omitted as they are either not required or not applicable, or the required information is included in the consolidated financial statements or the notes thereto.
3. Exhibits. The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
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+ Management contract or compensatory plan or arrangement
* Previously filed with the 10-K filed on April 2, 2018.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on May 14, 2018.
| BORQS TECHNOLOGIES, INC. | ||
| By: | /s/ Anthony K. Chan | |
|
Anthony K. Chan Chief Financial Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below.
| Signature | Title | Date | ||
| /s/ Pat Sek Yuen Chan | May 14, 2018 | |||
| Pat Sek Yuen Chan | Chief Executive Officer and Director (Principal Executive Officer) |
|||
| /s/ Anthony K. Chan | May 14, 2018 | |||
| Anthony K. Chan | Chief Financial Officer (Principal Financial Officer, Principal Accounting Officer) |
|||
| Honghui Deng | Director | |||
| Yaqi Feng | Director | |||
| /s/ Bill Huang | May 14, 2018 | |||
| Bill Huang | Director | |||
| Jason Zexian Shen | Director | |||
| /s/ Eric Tao | May 14, 2018 | |||
| Eric Tao | Director | |||
| /s/ Joseph Wai Leung Wong | May 14, 2018 | |||
| Joseph Wai Leung Wong | Director |
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