Loan Contract, effective October 18, 2016, by and between Borqs Beijing Ltd. and Wang Tun

Exhibit 10.34

借款合同

Loan Contract

本借款合同（下称“本合同”）由以下双方于2016 年10 月18 日（“签署日”）在中国（为本合同之目的不包括香港、澳门、台湾，下称“中国”）北京签署：

This loan contract (hereinafter referred to as the “Contract”) is made and concluded in Beijing, China (excluding Hong Kong, Macau and Taiwan for the purpose of this Contract, hereinafter referred to as “China”) on October 18, 2016 (the “Execution Date”) by and between: 

BORQS Beijing Ltd. (hereinafter referred to as “Party A”), a wholly foreign-owned enterprise incorporated under the laws of China, with the registered address at Suite 943, Floor 8, Building 1, Yard 62, Balizhuang Road, Haidian District, Beijing.

Wang Tun (hereinafter referred to as “Party B”), a holder of Chinese citizen identification card under ____________.

甲方和乙方以下各称为“一方”，统称为“双方”。

Party A and Party B hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.

鉴于:

WHEREAS:

甲方拟向乙方提供一笔无息借款，用于双方约定的合法用途，乙方同意并接受该笔借款。

Party A intends to provide Party B with an interest-free loan for the legal purposes agreed by the Parties, and Party B agrees to and accepts such loan.

经友好协商，双方达成本合同如下，以资信守：

After friendly negotiation, the Parties reach the following Contract:

Loan

Party A agrees to provide Party B with an interest-free loan in the aggregated amount of RMB 50,000 (hereinafter referred to as the “Loan”) in accordance with the terms of this Contract. The term of the Loan is 10 years from the Execution Date and may be extended upon mutual agreement by the Parties in writing.

Party B acknowledges that the Loan has been received in full as of the Execution Date.

Party B undertakes that the Loan shall be used exclusively for the special purposes agreed by the Parties, and that Party B shall not appropriate any portion thereof without prior written consent from Party A.

Repayment

Representations and Warranties

As of the Execution Date, Party A makes the following representations and warranties to Party B:

Party A is a limited liability company duly incorporated and validly existing under the laws of China;

Party A has all rights to execute and perform the Contract;

Upon execution, this Contract shall constitute Party A’s legal, valid and legally enforceable obligation.

As of the Execution Date, Party B makes the following representations and warranties to Party A:

Party B is a Chinese citizen with full capacities for civil rights and civil conducts;

Party B has all rights to execute and perform Contract;

Upon execution, this Contract shall constitute Party B’s legal, valid and legally enforceable obligation.

Liability for Breach

Either Party breaching any provision of this Contract and thus causing all or part of this Contract to be frustrated shall be liable for such breach and indemnify the other Party against any loss arising therefrom, including litigation costs and attorney fees. If both Parties breach this Contract, each Party shall bear its own liability for breach, as appropriate.

Notice

Any and all notices and other communications required or given hereunder shall be sent to the following address of the addressee by personal delivery, registered mail (postage prepaid) or commercial courier service or facsimile. Each notice shall also be served by e-mail. The date on which such notice is deemed to have been effectively served shall be:

Confidentiality

双方承认及确定有关本合同、本合同内容，以及彼此就准备或履行本合同而交换的任何口头或书面资料均被视为保密信息。双方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本合同所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本合同承担违约责任。无论本合同以任何理由终止，惟本条款仍然生效。

The Parties acknowledge and confirm that any oral or written information relating to this Contract and its contents, or exchanged between the Parties in connection with the preparation or performance of this Contract shall be considered as Confidential Information. And the Parties shall keep confidential all such information and, without prior written consent from the other Party, neither Party may disclose to any third party any Confidential Information, except any information: (a) that the public knows or will know (not due to the disclosure by the receiving Party to the public without consent from the other Party); (b) required to be disclosed in accordance with applicable laws and regulations, stock trading rules, or any order of a government department or court; or (c) required to be disclosed by either Party to its shareholders, investors, legal or financial advisors in relation to the transactions described herein, with a confidentiality obligation similar to that described in this provision to be born by such shareholders, investors, legal or financial advisors. A leakage (if any) made by any personnel of or any entity employed by either Party shall be deemed as a leakage by such Party, and such Party shall be liable for such leakage in accordance with this Contact. This provision shall survive any termination, for whatever reason, of this Contract.

Applicable Law and Dispute Resolution

The conclusion, validity, interpretation, performance, modification and termination of this Contract and the resolution of disputes shall be governed by the laws of China.

Any dispute arising from the interpretation and performance of this Contract shall be firstly resolved by the Parties hereto through friendly negotiation. If such dispute fails to be resolved within thirty (30) days after a Party gives the other Party a written notice requesting resolution through negotiation, either Party may submit such dispute to the China International Economic and Trade Arbitration Commission (CIETAC) for arbitration by CIETAC in accordance with its arbitration rules then in effect in Beijing in Chinese. The arbitral award shall be final and binding on both Parties.

In the event that any dispute arises from the interpretation and performance of this Contract or any dispute is under arbitration, the Parties shall continue to exercise their respective rights hereunder and perform their respective obligations hereunder, except those involved in such dispute.

Miscellaneous

This Contract shall become effective upon signature by both Parties and remain valid until both Parties’ full performance of their respective obligations hereunder.

This Contract shall be written in Chinese and made in duplicate with the same legal effect, with each of Party A and Party B holding one.

The Parties may make modification or supplement to this Contract through written agreement. Any modification or supplement so made by the Parties to this Contract shall be an integral part hereof and shall have the same legal effect as this Contract.

If any one or more provisions hereof are held to be invalid, illegal or unenforceable in any respect under any law or regulation, the validity, legality or enforceability of the remaining provisions of this Contract shall not be then affected or damaged in any way. The Parties shall, by negotiating in good faith, seek to replace such invalid, illegal or unenforceable provisions with the provisions which are valid to the maximum extent permitted by law and expected by the Parties and generate as similar as possible to the economic effects of such invalid, illegal or unenforceable provisions.

有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本借款合同并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused this loan contract to be executed by their authorized representatives on the date first above written. 

甲方：播思通讯技术（北京）有限公司

Party A: BORQS Beijing Ltd.

借款合同签字页