UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

Core Viewpoint - Borqs Technologies, Inc. has completed the sale of its core businesses to Sasken Technologies, Ltd. for a total of US$40 million, which includes embedded software design and customized hardware manufacturing for IoT products [1][2]. Group 1: Transaction Details - The sale includes customer contracts, technology licenses, intellectual property, employment agreements of key personnel, and essential subsidiaries for servicing customers [2]. - A portion of the sale price will be reserved for employees and tax withholding, with payments subject to an earnout arrangement linked to performance in 2025 [1]. Group 2: Strategic Implications - The acquisition will enable Sasken to enhance its capabilities in designing, developing, and commercializing connected devices, including mobile phones, tablets, smartwatches, and various IoT products [3]. - Sasken aims to strengthen its portfolio and competitiveness in high-demand markets such as Automotive, SatCom, Consumer, Industrial, IoT, and 5G through this acquisition [5]. Group 3: Company Background - Borqs, founded in 2007, is recognized for its end-to-end wireless product solutions for mobile telecommunications and IoT, with strategic alliances with industry leaders like Qualcomm [6]. - The company has approximately 300 employees and a global presence, positioning itself to capitalize on the growing demand for IoT and 5G technologies [6]. Group 4: Future Focus - Borqs plans to utilize the cash received from the transaction to invest in emerging opportunities in AI and capital-related ventures, aiming to shape the future of these industries [4].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...

Sales and Revenue Expectations - The company expects sales to increase in 2023 compared to the lows of 2020 and 2021, but not fully reach pre-pandemic levels of 2019[430]. - Proceeds from the sale of convertible notes were allocated for order procurement, development of next-generation 5G products, and acquisition of 51% of HHE[443]. Financial Position and Liquidity - The company has cash held by Silicon Valley Bank and received full access to its funds on March 13, 2023, without experiencing any credit losses on its deposits[429]. - The company anticipates that liquidity risk may arise if adequate working capital funding is not available for capital-intensive projects[431]. - The company has completed the purchase of $17.87 million of debt, converting it into common shares, which eliminated substantially all of its debt with the senior lender[440]. Credit and Risk Management - The company has limited credit risk concentration, with no individual customer representing more than 20% of outstanding accounts receivable[429]. - The company has not entered into investments for trading or speculative purposes and does not anticipate material risks from interest rate changes[432]. - The company’s revenues are primarily in US Dollars, while about half of its costs are in Renminbi, exposing it to foreign currency risk[434]. Settlements and Financial Agreements - The company entered into a settlement agreement with Chongqing Youtong, agreeing to repay $10,399 in cash plus 8% annual interest with ordinary shares[436]. - The company sold convertible notes for $16 million on May 25, 2022, with a 10% annual interest rate and a conversion price of $0.44325 per share[441].

Sales and Revenue Expectations - The company expects sales to increase in 2022 from the lows of 2020, although not fully reaching 2019 levels due to the lingering effects of the COVID-19 pandemic [399]. Financial Management and Risk - The company has a credit risk management policy that limits exposure, with no individual customer representing more than 20% of the outstanding accounts receivable balance [399]. - The company has a liquidity risk management strategy that includes financial position analysis and monitoring procedures to ensure sufficient capital resources [401]. - The company has not entered into derivative financial instruments to manage interest rate risk exposure, and a hypothetical 10% change in interest rates would not have a material impact on financial statements [402]. - The majority of the company's revenues are in US Dollars, while about half of its costs are in Renminbi, exposing it to foreign currency risk [403]. Financing Activities - The company entered into an equity financing agreement with Chongqing Youtong for a 9.9% equity interest, raising $13.87 million, of which $10.40 million was received in cash [409]. - The company has issued convertible notes totaling $20 million and $3 million in February and April 2021, respectively, with an annual interest rate of 8% and a conversion price at a 10% discount from market price [414]. - A subsequent issuance of convertible notes on September 14, 2021, raised $27.15 million, with proceeds allocated for the development of next-generation 5G products and acquisition of 51% of HHE [415]. Investment Write-offs - The company ceased further investments in Crave and Colmei due to their insolvency caused by the COVID-19 pandemic, resulting in a write-off of previously issued shares [407]. - As of February 10, 2021, the company eliminated $19.14 million of defaulted debts with its senior lender through debt purchase and share issuance [413].

Financial Performance and Risks - The company experienced a net loss from continuing operations of approximately $31.6 million for the year ended December 31, 2019, with cash and cash equivalents of about $1.0 million[30]. - Current assets were reported at $35.2 million, while current liabilities stood at $99.6 million as of December 31, 2019, resulting in significant liquidity concerns[37]. - The company anticipates that revenue for 2020 may be negatively impacted by the COVID-19 pandemic by as much as 50% or more compared to 2019[27]. - The company is in default of loan agreements with Partners For Growth, which could lead to significant asset loss and restrict operational capabilities[36]. - The company’s ability to continue as a going concern is dependent on meeting financial requirements and securing additional funding, which is uncertain[31]. - The company may face significant risks related to anti-corruption and anti-bribery laws in multiple jurisdictions, which could adversely affect its business and reputation[106]. - The company may be involved in future litigation that could result in substantial monetary damages, impacting its financial condition[124]. - The company may not be able to accurately report its results of operations if it fails to maintain effective internal control over financial reporting, adversely impacting investor confidence[126]. - As of December 31, 2019, the company identified a material weakness in internal control over financial reporting due to insufficient financial reporting personnel with appropriate knowledge and experience in U.S. GAAP and SEC reporting requirements[127]. Customer Dependency and Revenue Concentration - The company's top five customers accounted for 87.2% of net revenues in 2019, indicating a high dependency on a small number of major clients[42]. - In 2019, 63.9% of the company's revenues were concentrated with one customer in India, indicating a high dependency on a single client[94]. - The company derived approximately 70% of its revenues from customers located in India in the year ended December 31, 2019, which may be impacted by geopolitical tensions[146]. Operational Challenges and Workforce Management - Due to stringent cash flow conditions, the company has postponed further investment into the acquisition target of KADI and ceased additional payments for ownership of Colmei and Crave, both of which are insolvent[28]. - The company has reduced its workforce by approximately 20% in India and 40% in China in response to the pandemic's impact on sales[27]. - The company must continuously seek new engagements, as its customer contracts are typically project-based and can be terminated at any time[80]. - The company is negotiating with PFG for settlement and restructuring of loans due to defaults, with penalties and interests accrued totaling approximately $2.9 million as of December 31, 2019[36]. Market and Competitive Landscape - The company faces intense competition in the wireless communications market, with numerous MVNOs posing challenges to its market position[61]. - The company is vulnerable to competition from open source software, which may pressure pricing and reduce demand for its Android+ software and service platform solutions[82]. - The company is one of the top MVNOs in China by registered subscribers and intends to expand market share through organic growth and acquisitions[61]. - The company faces risks from technology infrastructure failures, which could lead to service interruptions and harm its reputation and financial condition[85]. Regulatory and Compliance Issues - The company is in the process of implementing policies to comply with evolving privacy regulations, which could impact its business operations[84]. - The company is classified as an "emerging growth company," allowing it to take advantage of reduced regulatory and reporting requirements, which may affect the attractiveness of its ordinary shares to investors[139]. - The company may remain an "emerging growth company" for up to five years unless certain revenue or market value thresholds are exceeded[140]. - The PRC legal system presents uncertainties that could impact the company's compliance and operational effectiveness in China[148][149]. - The company is subject to PRC regulations that may limit its ability to inject capital into its PRC subsidiaries and could result in penalties for non-compliance[172]. Acquisition and Investment Risks - The acquisition of KADI is subject to changes or rescission, with certain commercial registrations not yet completed, which may affect the company's ability to capture the KADI business[222]. - There is no assurance that KADI can meet customer delivery standards or that the company can provide necessary funds for KADI's manufacturing setup, which could jeopardize the acquisition[223]. - The integration of KADI's management with the company's management team is uncertain, which may hinder the realization of intended benefits from the acquisition[224]. - Changes in the electric vehicle industry, including increases in component pricing, may necessitate amendments to the acquisition agreement with KADI[222]. Economic and Geopolitical Factors - The company faces risks related to doing business in China, including economic, political, and legal developments that could adversely affect its operations and financial condition[141][142]. - Recent U.S. trade policy initiatives against the PRC may adversely affect the company's business operations and market conditions[151]. - The evolving trade dispute may adversely affect various industries, with no assurance of immunity for specific customers or products[155]. - Approximately 50% of the company's revenues and costs are denominated in RMB, making it sensitive to RMB fluctuations against the U.S. dollar, which could materially affect cash flows and earnings[171]. Technology and Innovation - The company must continuously invest in research and development to keep up with technological advancements and changing customer demands to maintain competitiveness[53]. - The company’s business model is heavily dependent on the Android platform, and any cessation of development by Google could materially harm its operations[70]. - The company is facing increased labor costs due to the enforcement of the Labor Contract Law, which mandates unlimited-term contracts after ten years of employment and requires severance payments upon contract termination[190]. - The company faces risks from significant developments in alternative technologies, which could adversely affect its business and competitiveness in the electric vehicle market[210].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 19 ...