CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY

0001145549-07-000241.txt : 20070213 0001145549-07-000241.hdr.sgml : 20070213 20070213143032 ACCESSION NUMBER: 0001145549-07-000241 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070213 DATE AS OF CHANGE: 20070213 GROUP MEMBERS: DEFU DONG GROUP MEMBERS: DONG'S FAMILY TRUST GROUP MEMBERS: HSBC INTERNATIONAL TRUSTEE LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China Techfaith Wireless Communication Technology LTD CENTRAL INDEX KEY: 0001316317 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80840 FILM NUMBER: 07608542 BUSINESS ADDRESS: STREET 1: 3/F M8 WEST NO. 1,JIU XIAN QIAO STREET 2: EAST ROAD, CHAO YANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100016 BUSINESS PHONE: 86-10 5822-8288 MAIL ADDRESS: STREET 1: 3/F M8 WEST NO. 1,JIU XIAN QIAO STREET 2: EAST ROAD, CHAO YANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100016 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Oasis Land LTD CENTRAL INDEX KEY: 0001353078 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3/F M8 WEST NO.1 JIU XIAN QIAO EAST ROAD STREET 2: CHAO YANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 10016 BUSINESS PHONE: (86) 139 11772555 MAIL ADDRESS: STREET 1: 3/F M8 WEST NO.1 JIU XIAN QIAO EAST ROAD STREET 2: CHAO YANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 10016 SC 13G/A 1 h01037sc13gza.htm CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

China Techfaith Wireless Communication Technology Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G84383101

(CUSIP Number)

December 31, 2006

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

o Rule 13d-1(c)

þ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

This Amendment No. 1 to Schedule 13G is deemed to amend the Schedule 13G filed with the Securities & Exchange Commission on February 14, 2006.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		G84383101


1	NAMES OF REPORTING PERSONS: Defu Dong

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	People’s Republic of China

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			249,250,000 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			249,250,000 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	249,250,000 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	37.9%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN


CUSIP No.		G84383101


1	NAMES OF REPORTING PERSONS: Oasis Land Limited

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	N/A

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	British Virgin Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			165,750,000 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			165,750,000 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	165,750,000 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	25.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO


CUSIP No.		G84383101


1	NAMES OF REPORTING PERSONS: Dong’s Family Trust

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	N/A

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	Cayman Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			165,750,000 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			165,750,000 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	165,750,000 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	25.2%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO


CUSIP No.		G84383101


1	NAMES OF REPORTING PERSONS: HSBC International Trustee Limited (as trustee for Dong’s Family Trust and other trusts which ultimately own ordinary shares of the Issuer)

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	N/A

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a) þ
	(b) o

3	SEC USE ONLY:



4	CITIZENSHIP OR PLACE OF ORGANIZATION:

	British Virgin Islands

		5	SOLE VOTING POWER:

NUMBER OF			0

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			383,509,655 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER:

			383,509,655 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	352,759,064 ordinary shares

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	58.3%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	CO

TABLE OF CONTENTS


	ITEM 1(a). NAME OF ISSUER
	ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
	ITEM 2(a). NAME OF PERSON FILING
	ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	ITEM 2(c). CITIZENSHIP
	ITEM 2(d). TITLE OF CLASS OF SECURITIES
	ITEM 2(e). CUSIP NUMBER
	ITEM 3. Not Applicable
	ITEM 4. OWNERSHIP
	ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	ITEM 7. IDENTIFICATION BY CLASSIFICATION OF THE SUBSIDIARY
	ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	ITEM 9. NOTICE OF DISSOLUTION OF GROUP
	ITEM 10. CERTIFICATION
SIGNATURE
LIST OF EXHIBITS
EX-A JOINT FILING AGREEMENT


ITEM 1(a).		NAME OF ISSUER:
		China Techfaith Wireless Communication Technology Limited (the “Issuer”)
ITEM 1(b).		ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
		3/F., M8 West, No.1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 100016, People’s Republic of China
ITEM 2(a).		NAME OF PERSON FILING:
		Defu Dong
		Oasis Land Limited (the “Record Holder”)
		Dong’s Family Trust (the “Trust”)
		HSBC International Trustee Limited (the “Trustee”) (as trustee for the Trust and other trusts which ultimately own ordinary shares of the Issuer)
ITEM 2(b).		ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
		Defu Dong 3/F., M8 West, No.1 Jiu Xian Qiao East Road Chao Yang District, Beijing 100016 People’s Republic of China
		Oasis Land Limited P.O. Box 916, Woodbourne Hall Road Town, Tortola British Virgin Islands
		Dong’s Family Trust Compass Point, 9 Bermudiana Road Hamilton HM11 Bermuda
		HSBC International Trustee Limited Compass Point, 9 Bermudiana Road Hamilton HM11 Bermuda
ITEM 2(c).		CITIZENSHIP:
		Defu Dong is a PRC citizen. The place of organization of the Record Holder is British Virgin Islands. The Trust is established under the law of the Cayman Islands. The place of organization of HSBC International Trustee Limited is British Virgin Islands.
ITEM 2(d).		TITLE OF CLASS OF SECURITIES:
		Ordinary Shares


ITEM 2(e).	CUSIP NUMBER:
	G84383101
ITEM 3.	Not Applicable
ITEM 4.	OWNERSHIP:

									Shared power		Sole power to		Shared power
		Amount					Sole power to vote		to vote or to		dispose or to		to dispose or
	Reporting	beneficially		Percent of			or direct		direct		direct the		to direct the
	Person	owned:		class:			the vote:		the vote:		disposition of:		disposition of:
	Defu Dong		249,250,000		37.9	%		0		249,250,000		0		249,250,000
	Oasis Land Limited		165,750,000		25.2	%		0		165,750,000		0		165,750,000
	Dong’s Family Trust		165,750,000		25.2	%		0		165,750,000		0		165,750,000
	HSBC International Trustee Limited (as trustee for Dong’s Family Trust and other trusts which ultimately own ordinary shares of the Issuer)		383,509,655		58.3	%		0		383,509,655		0		383,509,655
	The Record Holder is the record owner of 165,750,000 ordinary shares of the Issuer. Defu Dong is the sole director of the Record Holder. The Record Holder is ultimately wholly owned by the Trust, of which the Trustee acts as the trustee. Mr. Dong, the Record Holder, the Trust and the Trustee may be deemed to be a group as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, and each member of such group may be deemed to beneficially own all ordinary shares beneficially owned by other members constituting such group. However, each of the Record Holder and the Trust disclaims beneficial ownership of the shares beneficially owned by the Trustee other than 165,750,000 ordinary shares. Defu Dong disclaims beneficial ownership of the shares beneficially owned by the Trustee other than 249,250,000 ordinary shares.
	All shares are beneficially owned by the Trustee solely in its capacity as trustee of various trusts respectively. Apart from acting as trustee of the Trust, the Trustee also acts as the trustee of several other trusts which, together with the Trust, may be deemed to beneficially own a total of 383,509,655 ordinary shares of the Issuer. Accordingly, the Trustee, solely in its capacity as the trustee, may be deemed to beneficially own all ordinary shares of the Issuer that are beneficially owned by all the trusts for which the Trustee acts as a trustee. However, the Trustee disclaims beneficial ownership of all ordinary shares of the Issuer. Each of the trusts and its wholly-owned subsidiary which is the record shareholder of the Issuer disclaim any beneficial ownership of ordinary shares of the Issuer beneficially owned by other trusts and record shareholders of the Issuer owned by such other trusts.


		Mr. Dong is the sole director of both the Record Holder and Helio Glaze Limited and may be deemed to beneficially own all ordinary shares of the Issuer that are directly owned by both companies. However, each of these companies and its holding companies disclaim any beneficial ownership of ordinary shares of the Issuer directly owned by the other company.
ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
		Not applicable
ITEM 6.		OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
		Not applicable
ITEM 7.		IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
		Not applicable
ITEM 8.		IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
		Not applicable
ITEM 9.		NOTICE OF DISSOLUTION OF GROUP:
		Not applicable
ITEM 10.		CERTIFICATION:
		Not applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 13, 2007


Defu Dong	/s/ Defu Dong

	Defu Dong

Oasis Land Limited	By:	/s/ Defu Dong

	Name:	Defu Dong
	Title:	Director

Dong’s Family Trust	For and on behalf of
	HSBC International Trustee Limited, as trustee for
	Dong’s Family Trust

	By:	/s/ Andrew T. Chan /s/ Danny W. K. Tsui

	Name:	Andrew T. Chan, Danny W. K. Tsui
	Title:	Associate Director, Associate Director

HSBC International Trustee Limited	For and on behalf of
	HSBC International Trustee Limited

	By:	/s/ Andrew T. Chan /s/ Danny W. K. Tsui

	Name:	Andrew T. Chan, Danny W. K. Tsui
	Title:	Associate Director, Associate Director

LIST OF EXHIBITS


Exhibit No.		Description
A		Joint Filing Agreement

EX-1.A 2 h01037exv1wa.htm EX-A JOINT FILING AGREEMENT EX-A JOINT FILING AGREEMENT

EXHIBIT A: Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Ordinary Shares, par value $0.00002 per share, of China Techfaith Wireless Communication Technology Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Remainder of this page has been left intentionally blank.]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2007.


Defu Dong	/s/ Defu Dong

	Defu Dong

Oasis Land Limited	By:	/s/ Defu Dong

	Name:	Defu Dong
	Title:	Director

Dong’s Family Trust	For and on behalf of
	HSBC International Trustee Limited, as trustee for
	Dong’s Family Trust

	By:	/s/ Andrew T. Chan /s/ Danny W. K. Tsui

	Name:	Andrew T. Chan, Danny W. K. Tsui
	Title:	Associate Director, Associate Director

HSBC International Trustee Limited	For and on behalf of
	HSBC International Trustee Limited

	By:	/s/ Andrew T. Chan /s/ Danny W. K. Tsui

	Name:	Andrew T. Chan, Danny W. K. Tsui
	Title:	Associate Director, Associate Director

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