SC 13G/A 1 d864728dsc13ga.htm SCHEDULE 13G AMENDMENT NO. 9 Schedule 13G Amendment No. 9

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

 

 

China Techfaith Wireless Communication Technology Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

G84383101

(CUSIP Number)

December 31, 2014

(Date of Event Which Requires Filing of this Statement)

 

 

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

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x 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)  x        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    People’s Republic of China

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    4,500,000 ordinary shares(1)

   6   

Shared voting power

 

    254,695,000 ordinary shares

   7   

Sole dispositive power

 

    4,500,000 ordinary shares(1)

   8   

Shared dispositive power

 

    254,695,000 ordinary shares

  9  

Aggregate amount beneficially owned by each reporting person

 

    259,195,000 ordinary shares(2)

10  

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    32.5%(3)

12  

Type of reporting person

 

    IN

 

(1)  Represent 4,500,000 ordinary shares issuable upon the exercise of vested share options held by Mr. Defu Dong.
(2)  Represent (i) 4,500,000 ordinary shares issuable upon the exercise of vested share options held by Mr. Defu Dong and (ii) 254,695,000 ordinary shares.
(3)  The percentage ownership is calculated based on 794,003,193 ordinary shares outstanding as of December 31, 2014 and assuming all share options held by Mr. Defu Dong that are exercisable within 60 days of December 31, 2014 are exercised.

CUSIP No. G84383101  

 

  1   

Names of reporting persons

 

Oasis Land Limited

  2  

Check the appropriate box if a member of a group

(a)  x        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    British Virgin Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    0

   6   

Shared voting power

 

    171,195,000 ordinary shares

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    171,195,000 ordinary shares

  9  

Aggregate amount beneficially owned by each reporting person

 

    171,195,000 ordinary shares

10  

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    21.6%(1)

12  

Type of reporting person

 

    CO

 

(1) The percentage ownership is calculated based on 794,003,193 ordinary shares outstanding as of December 31, 2014.

CUSIP No. G84383101  

 

  1   

Names of reporting persons

 

Dong’s Family Trust

  2  

Check the appropriate box if a member of a group

(a)  x        (b)  ¨

 

  3  

SEC use only

 

  4  

Citizenship or place of organization

 

    Cayman Islands

Number of

shares

beneficially

owned by

each

reporting

person

with:

    5    

Sole voting power

 

    0

   6   

Shared voting power

 

    171,195,000 ordinary shares

   7   

Sole dispositive power

 

    0

   8   

Shared dispositive power

 

    171,195,000 ordinary shares

  9  

Aggregate amount beneficially owned by each reporting person

 

    171,195,000 ordinary shares

10  

Check if the aggregate amount in Row (9) excludes certain shares    ¨

 

11  

Percent of class represented by amount in Row (9)

 

    21.6%(1)

12  

Type of reporting person

 

    OO

 

(1)  The percentage ownership is calculated based on 794,003,193 ordinary shares outstanding as of December 31, 2014.

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”)

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

ITEM 2(c). CITIZENSHIP:

Defu Dong is a PRC citizen. The place of organization of the Record Holder is the British Virgin Islands. The Trust is established under the laws of the Cayman 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, 2014:

 

Reporting Person

    Amount
beneficially
owned:		     Percent of
class:		     Sole power to
vote or direct
the vote:		     Shared power
to vote or to
direct
the vote:		      Sole power to
dispose or to
direct the
disposition of:		     Shared power
to dispose or
to direct the
disposition of:		  

Defu Dong

      259,195,000 (1)      32.5 %(2)      4,500,000 (3)      254,695,000        4,500,000 (3)      254,695,000   

Oasis Land Limited

      171,195,000       21.6 %(4)      0       171,195,000        0       171,195,000  

Dong’s Family Trust

      171,195,000       21.6 %(4)      0       171,195,000        0       171,195,000  

 

(1)  Represent (i) 4,500,000 ordinary shares issuable upon the exercise of vested share options held by Mr. Defu Dong and (ii) 254,695,000 ordinary shares.
(2) The percentage ownership is calculated based on 794,003,193 ordinary shares outstanding as of December 31, 2014 and assuming all share options held by Mr. Defu Dong that are exercisable within 60 days of December 31, 2014 are exercised.
(3) Represent 4,500,000 ordinary shares issuable upon the exercise of vested share options held by Mr. Defu Dong.
(4)  The percentage ownership is calculated based on 794,003,193 ordinary shares outstanding as of December 31, 2014.

The Record Holder is the record owner of 171,195,000 ordinary shares of the Issuer. Mr. Defu Dong is the sole director of the Record Holder. The Record Holder is ultimately wholly owned by the Trust, of which Mr. Dong is the sole director. Mr. Dong, the Record Holder and the Trust 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 Mr. Dong other than 171,195,000 ordinary shares.

Mr. Dong is the sole director of each of the Record Holder, the Trust, Helio Glaze Limited and Huo’s Offshore Trust and may be deemed to beneficially own all ordinary shares of the Issuer that are directly owned by each of these entities. However, each of these entities and its holding companies disclaim any beneficial ownership of ordinary shares of the Issuer directly owned by any other entity.

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 4, 2015

 

Defu Dong

/s/ Defu Dong

Defu Dong
Oasis Land Limited By:

/s/ Defu Dong

Name: Defu Dong
Title: Director
Dong’s Family Trust
By:

/s/ Defu Dong

Name: Defu Dong
Title: Director

LIST OF EXHIBITS

 

Exhibit
No.

   

Description

99.1    Joint Filing Agreement