CHINA GRENTECH CORPORATION LIMITED

0001145549-08-000244.txt : 20080205 0001145549-08-000244.hdr.sgml : 20080205 20080205065519 ACCESSION NUMBER: 0001145549-08-000244 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20080205 DATE AS OF CHANGE: 20080205 GROUP MEMBERS: ACTIS CHINA FUND 2, L.P. GROUP MEMBERS: ACTIS CHINA INVESTMENT HOLDINGS NO. 1 LIMITED GROUP MEMBERS: ACTIS EXECUTIVE CO-INVESTMENT PLAN, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: China GrenTech CORP LTD CENTRAL INDEX KEY: 0001347510 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] 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: 005-82439 FILM NUMBER: 08574102 BUSINESS ADDRESS: STREET 1: 16TH FLOOR, ZHONGYIN TOWER STREET 2: CAITIAN NORTH ROAD, FUTIAN DISTRICT CITY: SHENZHEN STATE: F4 ZIP: 518026 BUSINESS PHONE: (86 755) 8350-1796 MAIL ADDRESS: STREET 1: 16TH FLOOR, ZHONGYIN TOWER STREET 2: CAITIAN NORTH ROAD, FUTIAN DISTRICT CITY: SHENZHEN STATE: F4 ZIP: 518026 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Actis Capital LLP CENTRAL INDEX KEY: 0001341994 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2 MORE LONDON RIVERSIDE CITY: LONDON STATE: X0 ZIP: SE1 2JT BUSINESS PHONE: 44 20 7234 5000 MAIL ADDRESS: STREET 1: 2 MORE LONDON RIVERSIDE CITY: LONDON STATE: X0 ZIP: SE1 2JT SC 13G/A 1 h01866sc13gza.htm CHINA GRENTECH CORPORATION LIMITED CHINA GRENTECH CORPORATION LIMITED

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO.1 )*

China GrenTech Corporation Limited

(Name of Issuer)

ordinary shares, par value US$0.00002 each

(Title of Class of Securities)

16938P107**

(CUSIP Number)

December 31, 2007

(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).

** The CUSIP Number relates to the Issuer’s ADRs. Each ADR represents 25 of the Issuer’s Ordinary Shares of par value US$0.00002 each.

TABLE OF CONTENTS


SIGNATURE
EX-2.A IDENTITY AND BACKGROUND
EX-2.B JOINT FILING AGREEMENT


CUSIP No.		16938P107


1	NAMES OF REPORTING PERSONS Actis Capital LLP


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	England

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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)

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		16938P107


1	NAMES OF REPORTING PERSONS Actis China Fund 2, L.P.


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	England

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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)

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		16938P107


1	NAMES OF REPORTING PERSONS Actis Executive Co-Investment Plan, L.P.


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Guernsey

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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)

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	PN


CUSIP No.		16938P107


1	NAMES OF REPORTING PERSONS Actis China Investment Holdings No. 1 Limited


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

3	SEC USE ONLY



4	CITIZENSHIP OR PLACE OF ORGANIZATION

	Mauritius

		5	SOLE VOTING POWER

NUMBER OF			0

SHARES		6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0

WITH:		8	SHARED DISPOSITIVE POWER

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	0

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)

	0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	CO

ITEM 1.

	(a)		NAME OF ISSUER:

			China GrenTech Corporation Limited (the “Issuer”)

	(b)		ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

			16th Floor, Zhongyin Tower, Caitian North Road, Futian District, Shenzhen, People’s Republic of China, 518026

ITEM 2.

	(a)		NAME OF PERSON FILING:

			Actis Capital LLP (“Actis”)

			Actis China Fund 2, L.P. (“ACF2”)

			Actis Executive Co-Investment Plan, L.P. (“Plan”)

			Actis China Investment Holdings No.1 Limited (“ACIH”)

			(each a “Reporting Person” and collectively, the “Reporting Persons”). See Exhibits 2(A) and 2(B).

	(b)		ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

			Actis and ACF2: 2 More London Riverside, London UK SE1 2JT.

			Plan: 13-15 Victoria Road, St Peter Port, Guernsey, Channel Islands, GY1 3ZD

			ACIH: Les Cascades, Edith Cavell Street, Port Louis, Mauritius

	(c)		CITIZENSHIP:

	(i)		Actis: England

	(ii)		ACF2: England

	(iii)		Plan: Guernsey

	(iv)		ACIH: Mauritius

	(d)		TITLE OF CLASS OF SECURITIES:

			Ordinary shares

	(e)		CUSIP NUMBER:

			16938P107

ITEM 3.

Not Applicable

ITEM 4.

OWNERSHIP:

(a)

Amount Beneficially Owned:

	(i)		Actis: 0

	(ii)		ACF2: 0

	(iii)		Plan: 0

	(iv)		ACIH: 0

In aggregate, the Reporting Persons listed above beneficially own 0 ordinary shares.

(b)

Percent of Class:

	(i)		Actis: 0

	(ii)		ACF2: 0

	(iii)		Plan: 0

	(iv)		ACIH: 0

In aggregate, the Reporting Persons listed above beneficially own 0 ordinary share, representing 0% of such class of shares.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

			Actis: 0

			ACF2: 0

			Plan: 0

			ACIH: 0

(ii)

Shared power to vote or to direct the vote:

			Actis: 0

			ACF2: 0

			Plan: 0

			ACIH: 0

(iii)

Sole power to dispose or to direct the disposition:

			Actis: 0

			ACF2: 0

			Plan: 0

			ACIH: 0

(iv)

Shared power to dispose or to direct the disposition of:

			Actis: 0

			ACF2: 0

			Plan: 0

			ACIH: 0

			In aggregate the Reporting Persons listed above have the power to dispose or to direct the disposition of 0 ordinary share.

ITEM 5.		OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

		If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.[x].

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 5, 2008
	ACTIS CAPITAL LLP
	By:	/s/ Paul Owers
	Name:	Paul Owers
	Title:	Partner


	ACTIS CHINA FUND 2, L.P. By Actis Capital LLP, its Manager
	By:	/s/ Paul Owers
	Name:	Paul Owers
	Title:	Partner


	ACTIS EXECUTIVE CO-INVESTMENT PLAN, L.P. By Actis Co-Investment Limited, its General Partner
	By:	/s/ Barry McClay
	Name:	Barry McClay
	Title:	Director


	ACTIS CHINA INVESTMENT HOLDINGS NO.1 LIMITED By Chronos Limited, its Director
	By:	/s/ Yannick Roussety
	Name:	Yannick Roussety
	Title:	Director

EX-2.A 2 h01866exv2wa.htm EX-2.A IDENTITY AND BACKGROUND EX-2.A IDENTITY AND BACKGROUND

EXHIBIT 2(A)

ITEM 2 IDENTITY AND BACKGROUND

This statement is being filed by Actis Capital LLP, an English limited liability partnership (“Actis”), whose principal business address is located at 2 More London Riverside, London UK SE1 2JT. This statement is also being filed by Actis China Fund 2, L.P., an English limited partnership (“ACF2”), whose principal business address is located at the same address as Actis, Actis is the manager of ACF2. This statement is also being filed by Actis Executive Co-Investment Plan, LP, a Guernsey limited partnership (“Plan”), whose principal business address is located at 13-15 Victoria Road, St Peter Port, Guernsey, Channel Islands, GY1 3ZD. The Plan is managed by Actis Co-Investment Plan Limited, a Guernsey private limited company and a wholly-owned subsidiary of Actis. This statement is also being filed by Actis China Investment Holdings No.1 Limited, a Mauritian private limited company (“ACIH”) whose principal business address is located at Les Cascades, Edith Cavell Street, Port Louis, Mauritius. ACIH is a wholly owned subsidiary of ACF2. According to a declaration of trust entered into between ACIH and the Plan, the Plan was the beneficial owner of a small percentage of the ordinary shares in the Issuer held by ACIH. As of December 31, 2007, none of the above entities owns any ordinary shares in the Issuer.

EX-2.B 3 h01866exv2wb.htm EX-2.B JOINT FILING AGREEMENT EX-2.B JOINT FILING AGREEMENT

EXHIBIT 2(B)
Joint Filing Agreement

Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that all subsequent amendments to its statement on Schedule 13G/A shall be filed on behalf of each of the undersigned, without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that such information is accurate. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.


	Dated: February 5, 2008
	ACTIS CAPITAL LLP
	By:	/s/ Paul Owers

	Name:	Paul Owers

	Title:	Partner


	ACTIS CHINA FUND 2, L.P. By Actis Capital LLP, its Manager
	By:	/s/ Paul Owers

	Name:	Paul Owers

	Title:	Partner


	ACTIS EXECUTIVE CO-INVESTMENT PLAN, L.P. By Actis Co-Investment Limited, its General Partner
	By:	/s/ Barry McClay

	Name:	Barry McClay

	Title:	Director


	ACTIS CHINA INVESTMENT HOLDINGS NO.1 LIMITED By Chronos Limited
	By:	/s/ Yannick Roussety

	Name:	Yannick Roussety

	Title:	Director

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