SC 13G Amendment No. 8

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

 

 

China Techfaith Wireless Communication Technology Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

169424207(1)

(CUSIP Number)

January 18, 2018

(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)

☒ 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).

 

(1) This CUSIP number applies to the Issuer’s American Depositary Shares, each representing 75 ordinary shares of the Issuer.

 

 

 


CUSIP No. 169424207   13G   Page 2 of 11 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

Defu Dong

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (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

 

6,000,000 ordinary shares(1)

   6     

SHARED VOTING POWER

 

0

   7     

SOLE DISPOSITIVE POWER

 

6,000,000 ordinary shares(1)

   8     

SHARED DISPOSITIVE POWER

 

0

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,000,000 ordinary shares(1)

10    

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

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.7%(2)

12    

TYPE OF REPORTING PERSON

 

IN

 

(1)  Represent 6,000,000 ordinary shares issuable upon the exercise of vested share options held by Mr. Defu Dong.
(2) The percentage ownership is calculated based on 794,003,193 ordinary shares outstanding as of December 31, 2017 and assuming all share options held by Mr. Defu Dong that are exercisable within 60 days of December 31, 2017 are exercised.


CUSIP No. 169424207   13G   Page 3 of 11 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

Helio Glaze Limited

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (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

 

83,500,000 ordinary shares

   6     

SHARED VOTING POWER

 

0

   7     

SOLE DISPOSITIVE POWER

 

83,500,000 ordinary shares

   8     

SHARED DISPOSITIVE POWER

 

0

  9    

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

83,500,000 ordinary shares

10    

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

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

10.5%(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, 2017.


CUSIP No. 169424207   13G   Page 4 of 11 Pages

 

  1     

NAMES OF REPORTING PERSONS

 

Huo’s Offshore Trust

  2    

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☐        (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

 

0

   7     

SOLE DISPOSITIVE POWER

 

0

   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

 

11    

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.0%

12    

TYPE OF REPORTING PERSON

 

OO


ITEM 1(a). NAME OF ISSUER:

China Techfaith Wireless Communication Technology Limited (the “Issuer”)

 

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

Tower D, Mfox Plaza, Ke Chuang 12th Street

Beijing Economic-Technological Development Area (Yi Zhuang)

Beijing 100111, People’s Republic of China

 

ITEM 2(a). NAME OF PERSON FILING:

Defu Dong

Helio Glaze Limited (the “Record Holder”)

Huo’s Offshore Trust (the “Trust”)

 

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

Defu Dong

Tower D, Mfox Plaza, Ke Chuang 12th Street

Beijing Economic-Technological Development Area (Yi Zhuang)

Beijing 100111, People’s Republic of China

Helio Glaze Limited

P.O. Box 916, Woodbourne Hall

Road Town, Tortola

British Virgin Islands

Huo’s Offshore 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.:

169424207. This CUSIP number applies to the Issuer’s American Depositary Shares, each representing 75 ordinary shares of the Issuer.

 

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, 2017:

 

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

     6,000,000 (1)      0.7 %(2)      6,000,000 (1)      0        6,000,000 (1)      0  

Helio Glaze Limited

     83,500,000       10.5 %(3)      83,500,000       0        83,500,000       0  

Huo’s Offshore Trust

     0       0.0     0       0        0       0  

 

(1) Represent 6,000,000 ordinary shares issuable upon the exercise of vested share options held by Mr. Defu Dong.
(2) The percentage ownership is calculated based on 794,003,193 ordinary shares outstanding as of December 31, 2017 and assuming all share options held by Mr. Defu Dong that are exercisable within 60 days of December 31, 2017 are exercised.
(3) The percentage ownership is calculated based on 794,003,193 ordinary shares outstanding as of December 31, 2017.

The Record Holder is the record owner of 83,500,000 ordinary shares of the Issuer. Mr. Defu Dong has ceased to be the sole director of the Record Holder, and the Trust has ceased to be the ultimate owner of the Record Holder.

 

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 5 percent of the class of securities, check the following

Mr. Defu Dong and the Trust ceased to be the beneficial owner of more than five percent of the class of securities. The Record Holder is still the record owner of 83,500,000 ordinary shares of the Issuer and subject to reporting obligations, as referenced to the Schedule 13D filed by the Record Holder on January 18, 2018.

 

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: January 18, 2018

 

Defu Dong  

/s/ Defu Dong

  Defu Dong
Helio Glaze Limited   By:  

/s/ Hui Yang

  Name:   Hui Yang
  Title:   Director
Huo’s Offshore Trust  
  By:  

/s/ Defu Dong

  Name:   Defu Dong
  Title:   Director


LIST OF EXHIBITS

 

Exhibit
No.

  

Description

99.1    Joint Filing Agreement

 

EX-99.1

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 January 18, 2018.

 

Defu Dong  

/s/ Defu Dong

  Defu Dong
Helio Glaze Limited   By:  

/s/ Hui Yang

  Name:   Hui Yang
  Title:   Director
Huo’s Offshore Trust  
  By:  

/s/ Defu Dong

  Name:   Defu Dong
  Title:   Director