Filed by Bowne Pure Compliance

0001362310-09-001794.txt : 20090212 0001362310-09-001794.hdr.sgml : 20090212 20090212071126 ACCESSION NUMBER: 0001362310-09-001794 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090212 DATE AS OF CHANGE: 20090212 GROUP MEMBERS: DEFU DONG GROUP MEMBERS: DONG'S FAMILY TRUST GROUP MEMBERS: HSBC INTERNATIONAL TRUSTEE LIMITED GROUP MEMBERS: OASIS LAND 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: 09591762 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 c80973sc13gza.htm SC 13G/A Filed by Bowne Pure Compliance


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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. 3)*

China Techfaith Wireless Communication Technology Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G84383101

(CUSIP Number)

December 31, 2008

(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.

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


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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

	o

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

	38.3%

12	TYPE OF REPORTING PERSON

	IN


CUSIP No.		G84383101


1	NAMES OF REPORTING PERSONS Oasis Land Limited


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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

	o

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

	25.5%

12	TYPE OF REPORTING PERSON

	CO


CUSIP No.		G84383101


1	NAMES OF REPORTING PERSONS Dong’s Family Trust


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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

	o

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

	25.5%

12	TYPE OF REPORTING PERSON

	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)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(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			321,706,475 ordinary shares

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			321,706,475 ordinary shares

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	321,706,475 ordinary shares

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

	o

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

	49.5%

12	TYPE OF REPORTING PERSON

	CO

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 NO.:

G84383101

ITEM 3. Not Applicable

ITEM 4. OWNERSHIP

The following information with respect to the ownership of the ordinary shares of the Issuer by each of the reporting persons is provided as of December 31, 2008:


								Shared power		Sole power to		Shared power
	Amount					Sole power to		to vote or to		dispose or to		to dispose or
	beneficially		Percent of			vote or direct		direct		direct the		to direct the
Reporting Person	owned:		class:			the vote:		the vote:		disposition of:		disposition of:
Defu Dong		249,250,000		38.3	%		0		249,250,000		0		249,250,000
Oasis Land Limited		165,750,000		25.5	%		0		165,750,000		0		165,750,000
Dong’s Family Trust		165,750,000		25.5	%		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)		321,706,475		49.5	%		0		321,706,475		0		321,706,475

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 321,706,475 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 OR CONTROL PERSON

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 12, 2009


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:	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:	Director, Associate Director

LIST OF EXHIBITS


Exhibit No.		Description

	99.1	Joint Filing Agreement

EX-99.1 2 c80973exv99w1.htm EXHIBIT 99.1 Filed by Bowne Pure Compliance

Exhibit 99.1

Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, 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 exempted 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.

[Signature page to follow]

Signature Page

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 12, 2009.


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:	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:	Director, Associate Director