SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and

Amendments Thereto Filed Pursuant to Rule 13d-2(a)

CHINA GRENTECH CORPORATION LIMITED

(Name of Issuer)

Ordinary Shares, Par Value US$0.00002 per share

(Title of Class of Securities)

16938P107

(CUSIP Number)

Yingjie Gao

c/o 16^th Floor, Block A, Guoren Building

Keji Central 3^rd Road

Hi-Tech Park, Nanshan District

Shenzhen 518057, People’s Republic of China

+(86) 755 2651-6888

With a copy to:

Peter X. Huang

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

No. 1, Jianguomenwai Avenue

Beijing 100004, People’s Republic of China

+(86) 10 6535-5599

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 20, 2012

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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.             16938P107                     

1.	NAME OF REPORTING PERSON: Guoren Industrial Developments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     183,195,375 ordinary shares
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     183,195,375 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     183,195,375 ordinary shares (1)(2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     31.2% (3)
14.	TYPE OF REPORTING PERSON     CO

⁽¹⁾ The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾ See Item 5 below.

⁽³⁾  Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 2 of 12

  CUSIP No.             16938P107                     

1.	NAME OF REPORTING PERSON: Heng Xing Yue Investments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     34,006,550 ordinary shares
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     34,006,550 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     34,006,550 ordinary shares (1)(2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     5.8% (3)
14.	TYPE OF REPORTING PERSON     CO

⁽¹⁾ The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾ See Item 5 below.

⁽³⁾  Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 3 of 12

  CUSIP No.             16938P107                     

1.	NAME OF REPORTING PERSON: Yingjie Gao
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     183,195,375 ordinary shares
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     183,195,375 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     183,195,375 ordinary shares (1)(2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     31.2%(3)
14.	TYPE OF REPORTING PERSON     IN

⁽¹⁾ The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾ See Item 5 below.

⁽³⁾  Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 4 of 12

  CUSIP No.             16938P107                     

1.	NAME OF REPORTING PERSON: Ce Lue Investments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     183,195,375 ordinary shares
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     183,195,375 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     183,195,375 ordinary shares (1)(2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     31.2% (3)
14.	TYPE OF REPORTING PERSON     CO

⁽¹⁾ The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾ See Item 5 below.

⁽³⁾  Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 5 of 12

  CUSIP No.             16938P107                     

1.	NAME OF REPORTING PERSON: Well Sino Enterprises Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     25,667,000 ordinary shares
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     25,667,000 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     25,667,000 ordinary shares (1)(2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     4.4% (3)
14.	TYPE OF REPORTING PERSON     CO

⁽¹⁾ The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾ See Item 5 below.

⁽³⁾  Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 6 of 12

  CUSIP No.             16938P107                     

1.	NAME OF REPORTING PERSON: Rong Yu
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER     1,400,000 ordinary shares
		8.	SHARED VOTING POWER     25,667,000 ordinary shares
		9.	SOLE DISPOSITIVE POWER     1,400,000 ordinary shares
		10.	SHARED DISPOSITIVE POWER     25,667,000 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     27,067,000 ordinary shares (1)(2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     4.6% (3)
14.	TYPE OF REPORTING PERSON     IN

⁽¹⁾ The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾ See Item 5 below.

⁽³⁾  Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 7 of 12

  CUSIP No.             16938P107                     

1.	NAME OF REPORTING PERSON: Leakey Investments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     British Virgin Islands
NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     25,543,000 ordinary shares
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     25,543,000 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     25,543,000 ordinary shares (1)(2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     4.3% (3)
14.	TYPE OF REPORTING PERSON     CO

⁽¹⁾ The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾ See Item 5 below.

⁽³⁾  Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 8 of 12

  CUSIP No.             16938P107                     

1.	NAME OF REPORTING PERSON: Yin Huang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     People’s Republic of China
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     25,543,000 ordinary shares
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     25,543,000 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     25,543,000 ordinary shares(1)(2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     4.3% (3)
14.	TYPE OF REPORTING PERSON     IN

⁽¹⁾ The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾ See Item 5 below.

⁽³⁾  Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 9 of 12

  CUSIP No.             16938P107                     

1.	NAME OF REPORTING PERSON: Talenthome Management Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  x        (b)  ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS     OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):    ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION     British Virgin Islands
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH		7.	SOLE VOTING POWER     0
		8.	SHARED VOTING POWER     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     235,805,375 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     235,805,375 ordinary shares (1)(2)
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     40.1% (3)
14.	TYPE OF REPORTING PERSON     CO

⁽¹⁾ The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾ See Item 5 below.

⁽³⁾  Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 10 of 12

This Amendment No. 1 is filed jointly by Guoren Industrial Developments Limited (“Guoren Industrial”), Heng Xing Yue Investments Limited (“HXY”), Mr. Yingjie Gao (“Mr. Gao”), Ce Lue Investments Limited (“Ce Lue”), Well Sino Enterprises Limited (“Well Sino”), Ms. Rong Yu (“Ms. Yu”), Leakey Investments Limited (“Leakey”), Ms. Yin Huang (“Ms. Huang”) and Talenthome Management Limited (“Talenthome”). Guoren Industrial, HXY, Mr. Gao, Ce Lue, Well Sino, Ms. Yu, Leakey, Ms. Huang and Talenthome are collectively referred to herein as the “Reporting Persons.” This Amendment No. 1 amends and supplements the schedule with respect to China Grentech Corporation Limited (the “Company”) filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on January 18, 2012 (the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meaning given to them in the Schedule 13D. Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On January 20, 2012, Talenthome, Merger Sub and the Company entered into an amended and restated agreement and plan of merger (the “Amended and Restated Merger Agreement”), a copy of which is filed as Exhibit 7.06 and is incorporated herein by reference in its entirety.

Concurrently with the execution of the Amended and Restated Merger Agreement, Mr. Gao, Talenthome and Guoren Industrial executed a promissory note and guarantee (the “Promissory Note and Guarantee”), pursuant to which (i) Mr. Gao promised unconditionally to pay to the order of Talenthome the principal sum of US$3,450,000 and (ii) Guoren Industrial guaranteed Mr. Gao’s obligations under the Promissory Note and Guarantee.” A copy of the Promissory Note and Guarantee is filed as Exhibit 7.07 and is incorporated herein by reference in its entirety.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On January 20, 2012, Talenthome, Merger Sub and the Company entered into the Amended and Restated Merger Agreement.

Concurrently with the execution of the Amended and Restated Merger Agreement, Mr. Gao, Talenthome and Guoren Industrial executed the Promissory Note and Guarantee. The descriptions of the Promissory Note and Guarantee in Item 3 are incorporated herein by reference.

The summaries of certain provisions of the agreements listed in this statement on Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements. The agreements listed in this Item 6 are filed herewith as Exhibits 7.06 and 7.07 and are incorporated herein by reference in their entirety.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 7.06:	Amended and Restated Agreement and Plan of Merger, dated as of January 20, 2012, by and among Talenthome, Merger Sub and the Company (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 6-K filed on January 20, 2012).
Exhibit 7.07:	Promissory Note and Guarantee by and between Mr. Gao, Talenthome and Guoren Industrial, dated as of January 20, 2012.

Page 11 of 12

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 20, 2012
Guoren Industrial Developments Limited
By:	/s/ Yingjie Gao
Name:	Yingjie Gao
Title:	Sole Director
Heng Xing Yue Investments Limited
By:	/s/ Yingjie Gao
Name:	Yingjie Gao
Title:	Sole Director
Yingjie Gao
By:	/s/ Yingjie Gao
Ce Lue Investments Limited
By:	/s/ Yingjie Gao
Name:	Yingjie Gao
Title:	Sole Director
Well Sino Enterprises Limited
By:	/s/ Rong Yu
Name:	Rong Yu
Title:	Sole Director
Rong Yu
By:	/s/ Rong Yu
Leakey Investments Limited
By:	/s/ Yin Huang
Name:	Yin Huang
Title:	Sole Director
Yin Huang
By:	/s/ Yin Huang
Talenthome Management Limited
By:	/s/ Yingjie Gao
Name:	Yingjie Gao
Title:	Sole Director

EX-7.07

Exhibit 7.07

PROMISSORY NOTE AND GUARANTEE

US$3,450,000.00

The undersigned, YINGJIE GAO (the “Lender”), hereby promises unconditionally to pay to the order of TALENTHOME MANAGEMENT LIMITED, an exempted company with limited liability incorporated under the laws of the British Virgin Islands (the “Borrower”), the principal sum of THREE MILLION AND FOUR HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($3,450,000.00) (“Principal”). The balance of Principal outstanding under this Note shall bear NO INTEREST.

The entire outstanding Principal shall be paid in immediately available funds in lawful coin or currency of the United States of America that as of the time of payment is legal tender of public and private debts, in one (1) payment in the amount of Three Million and Four Hundred Fifty Thousand and 00/100 Dollars ($3,450,000.00) which shall be due and payable to the order of the Borrower at the Effective Time as defined in the Amended and Restated Agreement and Plan of Merger dated as of January 19, 2012 (the “Merger Agreement”), by and among (i) Borrower, (ii) Xing Sheng Corporation Limited, a Cayman Islands exempted company with limited liability and a wholly-owned subsidiary of the Borrower, and (iii) China GrenTech Corporation Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands. Any payment hereunder shall be made in immediately available cash to the Borrower or a bank or trust company selected by the Borrower at such account as the Borrower may designate. Lender represents and warrants to the Borrower that (i) the Lender has and will, at the Effective Time, have available to it, all funds necessary for the disbursement of the Principal, and (ii) attached as Exhibit A hereto is a true and complete copy of the Lender’s bank statement evidencing sufficient funds in the Lender’s account (“Account”) for the disbursement of the Principal as of the date hereof.

Except as otherwise expressly provided herein, the Borrower waives, to the fullest extent permitted by law, and the parties acknowledge the waiver of diligence, presentment, protest, or notice of nonpayment, dishonor, protest, default, or otherwise of the terms of this Note. No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or future exercise thereof or the exercise of any other right. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

The entire unpaid amount hereunder shall become immediately due and payable without demand or notice at the option of the Lender if (1) any court of competent jurisdiction shall enter a decree or order not vacated or stayed within sixty (60) days (a) to appoint a receiver or liquidator of the Borrower or (b) to wind up the Borrower, (2) any other action seeking any judicial order on insolvency of the Borrower or an assignment is made for the benefit of the Borrower’s creditors or the Borrower shall admit in writing an inability to pay its debts generally as they become due, or (3) the Borrower shall fail to pay any other amounts owed to the Lender when due, or fail to substantially comply with any other obligation, condition, or covenant owed to the Lender. Any delay or failure by the Lender to enforce any of these provisions shall not waive or change any of the Lender’s rights in enforcing the same.

Guoren Industrial Developments Limited, an exempted company with limited liability incorporated under the laws of British Virgin Islands (the “Guarantor”), hereby absolutely, unconditionally and irrevocably guarantees, as the primary obligor and not merely as surety, pursuant to the terms herein, the due and punctual performance and discharge of the entire disbursement obligation of the Lender to the Borrower under this Deed.

This Note shall be governed by and construed in accordance with the laws of the Cayman Islands, without giving effect to its conflicts of laws principles. Each of the Lender, the Guarantor and the Borrower hereby consents to service of process, and to be sued, in the courts of the Cayman Islands and consents to the jurisdiction of courts of the Cayman Islands, for the purpose of any suit or other proceeding arising hereunder, and expressly waives any and all objections he or it may have to venue in any such courts.

{Signatures appear on following page.}

1

Executed as a deed this                     Day of January 2012

SIGNED SEALED and DELIVERED BY	}
LENDER:
/s/ Yingjie Gao
Yingjie Gao

THE COMMON SEAL of TALENTHOME MANAGEMENT LIMITED	}
was hereunto affixed in the presence of:
/s/ Yingjie Gao
Director

THE COMMON SEAL of GUOREN INDUSTRIAL DEVELOPMENTS LIMITED	}
was hereunto affixed in the presence of:
/s/ Yingjie Gao
Director

Signature Page to the Deed