UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549










Form 20-F/A



Amendment No. 1










(Mark One)

☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (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,
2019



OR



☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _________
to ___________



OR



☐SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



Date of event requiring this shell company
report: Not applicable



For the transition period from _________
to ___________



BORQS TECHNOLOGIES,
INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN
ITS CHARTER)



(Translation of Registrant’s Name into English)



British Virgin Islands

(Jurisdiction of incorporation or organization)



Suite 309, 3/F, Dongfeng KASO, Dongfengbeiqiao

Chaoyang District, Beijing 100016, China

(Address of principal executive offices)



Pat Sek Yuen Chan, Chairman & Chief
Executive Officer
Borqs Technologies, Inc.
Suite 309, 3/F, Dongfeng KASO, Dongfengbeiqiao

Chaoyang District, Beijing 100016, China
Telephone: +86 10 6437 8678, Fax: +86 1086 6437 2678

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title of class                |  | Trading Symbol |  | Name of exchange on which registered
|----------------------------- |  | -------------- |  | ------------------------------------
|Ordinary shares, no par value |  | BRQS           |  | Nasdaq Capital Market               



Securities registered or to be registered
pursuant to Section 12(g) of the Act: None



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act: None













Indicate the number of outstanding shares
of each of the issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report:
As of December 31, 2019, there were 38,881,294 shares of the registrant’s ordinary shares, no par value, issued and outstanding.



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes  ☒ No



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934. ☐ 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 filing requirements for the past 90 days ☒ Yes  ☐ No



Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted 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 such files). ☒ Yes ☐ No



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large
accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.



|Large accelerated filer | ☐ | Accelerated filer | ☐ | Non-accelerated filer | ☒ | Emerging growth company | ☒
|----------------------- | - | ----------------- | - | --------------------- | - | ----------------------- | -



If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, 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 which basis of accounting
the registrant has used to prepare the financial statements included in this filing:



|U.S. GAAP ☒ | International Financial Reporting Standards
        as issued
        by the International Accounting
Standards Board ☐ | Other ☐
|----------- | ----------------------------------------------------------------------------------------------------------------------- | -------



If “Other” has been checked in response to the
previous question, indicate by check mark which financial statement item the registrant has elected to follow. ☐ Item 17
☐ Item 18



If this is an annual report, indicate by check mark whether
the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ☐ Yes  ☒ No




















TABLE OF CONTENTS



|EXPLANATORY NOTE              | 2
|----------------------------- | -
|PART II                       | 3
|Item 16G Corporate Governance | 3
|PART III                      | 4
|Item 19 Exhibits              | 4
|SIGNATURES                    | 5





1







EXPLANATORY NOTE



This Amendment No. 1 on Form 20-F/A (this “Amendment”)
amends the Annual Report on Form 20-F of Borqs Technologies, Inc. (the “Company,” “Borqs,” “we,”
and “our”) for the year ended December 31, 2019 (the “Original Filing”), which was filed with the
Securities and Exchange Commission on September 30, 2020.



The Company is filing this Amendment solely for the purpose
of updating the disclosure in Item 16G of Part II. In accordance with Rule 12b-15 promulgated under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), Item 16G of Part II of the Original Filing is hereby
amended and restated in its entirety. In addition, pursuant to Rule 12b-15 under the Exchange Act, the Company is
including Item 19 of Part III with this Amendment solely to file the certifications required under the Sarbanes-Oxley Act
of 2002.



Except as described above or as otherwise expressly provided
by the terms of this Amendment, no other changes have been made to the Original Filing. Except as otherwise indicated herein, this
Amendment continues to speak as of the date of the Original Filing, and the Company has not updated the disclosures contained therein
to reflect any events that occurred subsequent to the date of the Original Filing.





2







PART II



ITEM 16G: CORPORATE GOVERNANCE



As a “foreign private issuer,” as defined by the
SEC, we are permitted to follow home country corporate governance practices, instead of certain corporate governance practices
required by Nasdaq for domestic issuers, with certain exceptions. While we voluntarily follow most Nasdaq corporate governance
rules, we follow British Virgin Islands corporate governance practices in lieu of Nasdaq corporate governance rules as follows:



| | ● | We do not intend to follow Nasdaq Rule 5635(d), which
requires shareholder approval in order to enter into any transaction, other than a public offering, involving the sale, issuance
or potential issuance by the Company of ordinary shares (or securities convertible into or exercisable for ordinary shares) equal
to 20% or more of the outstanding share capital of the Company or 20% or more of the voting power outstanding before the issuance
for less than the greater of book or market value of the ordinary shares. We will follow British Virgin Islands law with respect
to any requirement to obtain shareholder approval in connection with any private placements of equity securities.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





3







PART III



ITEM 19: EXHIBITS



|               |  |                                                                   |  |      |  | Incorporated
    by Reference to Filings Indicated
|-------------- |  | ----------------------------------------------------------------- |  | ---- |  | --------------------------------------------------
|Exhibit
Number |  | Exhibit Description                                               |  | Form |  | File
    No.                                      
|               |  |                                                                   |  |      |  |                                                   
|12.1           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |  |      |  |                                                   
|               |  |                                                                   |  |      |  |                                                   
|12.2           |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |  |      |  |                                                   



| | * | Filed herewith.
| | - | ---------------





4







SIGNATURES



The registrant hereby certifies that it
meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this
Amendment No. 1 to the annual report on its behalf.



| | BORQS TECHNOLOGIES, INC.
| | ------------------------
| |                         
| | By:                     
| | Name:                   
| | Title:                  



Date: December 18, 2020





5