{"url_path":"/sec/brqsf/10-k/2026/item-10","section_key":"item-10","section_title":"Item 10 ADDITIONAL INFORMATION**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1650575/0001213900-26-057706-index.html","accession_number":"0001213900-26-057706","cik":"0001650575","ticker":"BRQSF","issuer_name":"Borqs Technologies, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1650575/0001213900-26-057706-index.html","primary_entity_key":"0001650575","primary_entity_name":"Borqs Technologies, Inc."},"word_count":1811,"has_tables":true,"body_markdown":"**ITEM 10. ADDITIONAL INFORMATION**\n\n \n\n**A.**\n**Share Capital**\n\n \n\nNot applicable.\n\n \n\n**B.**\n**Memorandum and Articles of Incorporation**\n\n \n\nOur amended and restated memorandum\nand articles of association have been filed with the SEC on Form 8-K on August 24, 2017. Those amended and restated articles of association\ncontained in such filing are incorporated by reference.\n\n \n\n**C.**\n**Material contracts**\n\n \n\nAttached as exhibits to this\nannual report are the contracts we consider to be both material and outside the ordinary course of business during the two-year period\nimmediately preceding the date of this annual report. We refer you to “Item 4. Information on the Company – A. History and\nDevelopment of the Company”, “Item 4. Information on the Company –Overview”, and “Item 5. Operating and\nFinancial Review and Prospects – B. Liquidity and Capital Resources – Related Party Transactions” for a discussion of\nthese contracts. Other than as discussed in this annual report, we have no material contracts, other than contracts entered into in the\nordinary course of business, to which we are a party.\n\n \n\n**D.**\n**Exchange controls**\n\n \n\nUnder British Virgin Islands\nlaw, there are currently no restrictions on the export or import of capital, including foreign exchange controls, or restrictions that\naffect the remittance of dividends, interest or other payments to non-resident holders of our ordinary shares.\n\n \n\n65 \n\n \n\n \n\n**E.**\n**Taxation**\n\n \n\n*The following discussion\nof British Virgin Islands and United States federal income tax consequences of an investment in our ordinary shares is based upon laws\nand relevant interpretations thereof in effect as of the date of this report, all of which are subject to change. This discussion does\nnot deal with all possible tax consequences relating to an investment in our ordinary shares, such as the tax consequences under state,\nlocal, and other tax laws.*\n\n \n\n**British Virgin Islands Taxation**\n\n \n\nThe Company and all dividends,\ninterest, rents, royalties, compensation and other amounts paid by the Company to persons who are not resident in the BVI and any capital\ngains realized with respect to any shares, debt obligations, or other securities of the Company by persons who are not resident in the\nBVI are exempt from all provisions of the Income Tax Ordinance in the BVI.\n\n \n\nNo estate, inheritance, succession\nor gift tax, rate, duty, levy, or other charge is payable by persons who are not resident in the BVI with respect to any shares, debt\nobligation, or other securities of the Company.\n\n \n\nAll instruments relating to\ntransfers of property to or by the Company and all instruments relating to transactions in respect of the shares, debt obligations or\nother securities of the Company and all instruments relating to other transactions relating to the business of the Company are exempt\nfrom payment of stamp duty in the BVI. This assumes that the Company does not hold an interest in real estate in the BVI.\n\n \n\nThere are currently no withholding\ntaxes or exchange control regulations in the BVI applicable to the Company or its members.\n\n \n\n**United States Federal Income Taxation**\n\n \n\nThe following discussion is\na summary of U.S. federal income tax considerations generally applicable to U.S. Holders (as defined below) of the ownership and disposition\nof our ordinary shares. This summary applies only to U.S. Holders that hold our ordinary shares as capital assets (generally, property\nheld for investment) and that have the U.S. dollar as their functional currency. This summary is based on U.S. tax laws in effect as of\nthe date of this report, on U.S. Treasury regulations in effect or, in some cases, proposed as of the date of this report, and judicial\nand administrative interpretations thereof available on or before such date.\n\n \n\nAll of the foregoing authorities\nare subject to change, which could apply retroactively and could affect the tax consequences described below. Moreover, this summary does\nnot address the U.S. federal estate, gift, Medicare, backup withholding, and alternative minimum tax considerations, or any state, local,\nand non-U.S. tax considerations relating to the ownership and disposition of our ordinary shares. The following summary does not address\nall aspects of U.S. federal income taxation that may be important to particular investors in light of their circumstances or to persons\nin special tax situations such as:\n\n \n\n \n●\nbanks and other financial institutions;\n\n \n \n \n\n \n●\ninsurance companies;\n\n \n \n \n\n \n●\npension plans;\n\n \n\n \n●\ncooperatives;\n\n \n \n \n\n \n●\nregulated investment companies;\n\n \n \n \n\n \n●\nreal estate investment trusts;\n\n \n \n \n\n \n●\nbroker-dealers;\n\n \n\n66 \n\n \n\n \n\n \n●\ntraders that elect to use a mark-to-market method of accounting;\n\n \n \n \n\n \n●\ncertain former U.S. citizens or long-term residents;\n\n \n\n \n●\ntax-exempt entities (including private foundations);\n\n \n \n \n\n \n●\npersons liable for alternative minimum tax;\n\n \n \n \n\n \n●\npersons holding stock as part of a straddle, hedging, conversion or integrated transaction;\n\n \n \n \n\n \n●\npersons that actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock; or\n\n \n \n \n\n \n●\npartnerships or other entities taxable as partnerships for U.S. federal income tax purposes, or persons holding common stock through such entities.\n\n \n\n**Investors are urged to consult their own tax\nadvisors regarding the application of U.S. federal taxation to their particular circumstances, and the state, local, non-U.S., or other\ntax consequences of the ownership and disposition of our ordinary shares.**\n\n \n\nFor purposes of this discussion,\na “U.S. Holder” is a beneficial owner of our ordinary shares that is, for U.S. federal income tax purposes:\n\n \n\n \n●\nan individual who is a citizen or resident of the United States;\n\n \n \n \n\n \n●\na corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;\n\n \n\n \n●\nan estate, the income of which is subject to U.S. federal income taxation regardless of its source; or\n\n \n \n \n\n \n●\na trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions, or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.\n\n \n\nIf a partnership (or other\nentity treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our ordinary shares, the tax treatment\nof a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships\nholding our ordinary shares and their partners are urged to consult their tax advisors regarding an investment in our ordinary shares.\n\n \n\n**Passive Foreign Investment Company Considerations**\n\n \n\nA non-U.S. corporation, such\nas our company, will be classified as a PFIC, for U.S. federal income tax purposes for any taxable year, if either (i) 75% or more\nof its gross income for such year consists of certain types of “passive” income or (ii) 50% or more of the value of its\nassets (determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production\nof passive income (the “asset test”). For this purpose, cash and cash equivalents are categorized as passive assets, and the\ncompany’s goodwill and other unaccounted intangibles are taken into account as non-passive assets. Passive income generally includes,\namong other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. We will be treated as owning\na proportionate share of the assets and earning a proportionate share of the income of any other corporation in which we own, directly\nor indirectly, more than 25% (by value) of the stock.\n\n \n\n67 \n\n \n\n \n\nAlthough the law in this regard\nis not clear, we treat our consolidated VIEs as being owned by us for U.S. federal income tax purposes because we exercise effective control\nover the consolidated VIEs and are entitled to substantially all of their economic benefits. As a result, we consolidate their results\nof operations in our consolidated U.S. GAAP financial statements. If it were determined that we are not the owner of the consolidated\nVIEs for U.S. federal income tax purposes, we would likely be treated as a PFIC for the current taxable year and any subsequent taxable\nyear. Assuming that we are the owner of the VIEs for U.S. federal income tax purposes and based upon our current and expected income and\nassets (including goodwill, other unbooked intangibles, and the cash proceeds following our initial public offering), we do not presently\nexpect to be a PFIC for the current taxable year or the foreseeable future.\n\n \n\nWhile we do not expect to\nbe or become a PFIC in the current or foreseeable taxable years, no assurance can be given in this regard because the determination of\nwhether we will be or become a PFIC is a factual determination made annually that will depend, in part, upon the composition of our income\nand assets. Furthermore, the composition of our income and assets may also be affected by how, and how quickly, we use our liquid assets\nand the cash raised in our initial public offering. Under circumstances where our revenue from activities that produce passive income\nsignificantly increases relative to our revenue from activities that produce non-passive income, or where we determine not to deploy significant\namounts of cash for active purposes, our risk of becoming classified as a PFIC may substantially increase. In addition, because there\nare uncertainties in the application of the relevant rules, it is possible that the Internal Revenue Service may challenge our classification\nof certain income and assets as non-passive or our valuation of our tangible and intangible assets, each of which may result in our becoming\na PFIC for the current or subsequent taxable years. If we were classified as a PFIC for any year during which a U.S. Holder held our ordinary\nshares, we generally would continue to be treated as a PFIC for all succeeding years during which such U.S. Holder held our ordinary shares\neven if we cease to be a PFIC in subsequent years, unless certain elections are made.\n\n \n\n**F.**\n**Dividends and paying agents**\n\n \n\nNot applicable.\n\n \n\n**G.**\n**Statement by experts**\n\n \n\nNot applicable.\n\n \n\n**H.**\n**Documents on display**\n\n \n\nWe file annual reports and\nother information with the SEC. You may inspect and copy any report or document we file, including this annual report and the accompanying\nexhibits, at the website maintained by the SEC at http://www.sec.gov, as well as on our website at http://www.borqs.com. Information on\nour website does not constitute a part of this annual report and is not incorporated by reference.\n\n \n\nWe will also provide, without\ncharge to each person, including any beneficial owner of our ordinary shares, upon written or oral request of that person, a copy of any\nand all of the information that has been incorporated by reference in this annual report. Please direct such requests to Investor Relations,\nBorqs Technologies, Inc., Office B, 21/F, Legend Tower, 7 Shing Yip Street, Kwun Tong, Kowloon, Hong Kong. Telephone number +852 5188\n1864 or facsimile number +852 2114 0183.\n\n \n\n**I.**\n**Subsidiary information**\n\n \n\nNot applicable.\n\n \n\n68"}