OMB APPROVAL |
||
OMB Number: 3235-0145 |
||
Expires: February 28, 2006 |
||
Estimated average burden hours per response...11 |
||
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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 persons 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
CUSIP No. |
G84383101 |
Schedule 13G |
1 | NAMES OF REPORTING PERSONS: Lin Dong |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
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: | ||||
Peoples Republic of China | |||||
5 | SOLE VOTING POWER: | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER: | |||
BENEFICIALLY | |||||
OWNED BY | 39,735,945 ordinary shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
39,735,945 ordinary shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
39,735,945 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): | ||||
6.04% | |||||
12 | TYPE OF REPORTING PERSON : | ||||
IN |
CUSIP No. |
G84383101 |
Schedule 13G |
1 | NAMES OF REPORTING PERSONS: Crossvine Assets Limited |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
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 | 39,735,945 ordinary shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
39,735,945 ordinary shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
39,735,945 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): | ||||
6.04% | |||||
12 | TYPE OF REPORTING PERSON : | ||||
CO |
CUSIP No. |
G84383101 |
Schedule 13G |
1 | NAMES OF REPORTING PERSONS: Dongs 2 Family Trust |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
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 | 39,735,945 ordinary shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
39,735,945 ordinary shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
39,735,945 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): | ||||
6.04% | |||||
12 | TYPE OF REPORTING PERSON : | ||||
OO |
CUSIP No. |
G84383101 |
Schedule 13G |
1 | NAMES OF REPORTING PERSONS: HSBC International Trustee Limited (as trustee for Dongs 2 Family Trust and other trusts which ultimately own ordinary shares of the Issuer |
||||
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): | |||||
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 | 401,885,960 ordinary shares | ||||
EACH | 7 | SOLE DISPOSITIVE POWER: | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER: | |||
401,885,960 ordinary shares | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: | ||||
401,885,960 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): | ||||
61.06% | |||||
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 ISSUERS PRINCIPAL EXECUTIVE OFFICES: | |
3/F., M8 West, No.1 Jiu Xian Qiao East Road, Chao Yang District, Beijing 100016, Peoples Republic of China |
ITEM 2(a).
|
NAME OF PERSON FILING: | |
Lin Dong | ||
Crossvine Assets Limited (the Record Holder) | ||
Dongs 2 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: | |
Lin Dong Room 1106, No. 103, Wang Jing, Li Zhe Xi Yuan Chao Yang District, Beijing Peoples Republic of China. |
||
Crossvine Assest Limited P.O. Box 916, Woodbourne Hall Road Town, Tortola British Virgin Islands |
||
Dongs 2 Family Trust Strathvale House, 2nd Floor North Church Street, George Town Grand Cayman, British West Indies |
||
HSBC International Trustee Limited Strathvale House, 2nd Floor North Church Street, George Town Grand Cayman, British West Indies |
ITEM 2(c)
|
CITIZENSHIP: | |
Lin 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 NUMBER: | |
G84383101 |
ITEM 3.
|
Not Applicable |
ITEM 4.
|
OWNERSHIP: |
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: | ||||||||||||||||||
Lin Dong |
39,735,945 | 6.04 | % | 0 | 39,735,945 | 0 | 39,735,945 | |||||||||||||||||
Crossvine Assets
Limited |
39,735,945 | 6.04 | % | 0 | 39,735,945 | 0 | 39,735,945 | |||||||||||||||||
Dongs 2 Family
Trust |
39,735,945 | 6.04 | % | 0 | 39,735,945 | 0 | 39,735,945 | |||||||||||||||||
HSBC International
Trustee Limited (as
trustee for Dongs
2 Family Trust and
other trusts which
ultimately own
ordinary shares of
the Issuer) |
401,885,960 | 61.06 | % | 0 | 401,885,960 | 0 | 401,885,960 |
Crossvine Assets Limited, a British Virgin Islands company, is the record owner of 39,735,945 ordinary shares represented by American Depositary Shares (ADSs) of the Issuer. Lin 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 Lin Dong, the Record Holder and the Trust disclaims beneficial ownership of the shares beneficially owned by the Trustee other than 39,735,945 ordinary shares represented by ADSs. |
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 401,885,960 ordinary shares of the Issuer. Accordingly, the Trustee, solely in its capacity as 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. |
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: | |
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 |
Lin Dong | /s/ Lin Dong | |||
Lin Dong | ||||
|
||||
Crossvine Assets Limited | By: | /s/ Lin Dong | ||
Name: | Lin Dong | |||
Title: | Director | |||
Dongs 2 Family Trust | For and on behalf of HSBC International Trustee Limited, as trustee for Dongs 2 Family Trust |
|||
|
||||
By: | /s/ Andrew T. Chan /s/ Danny W. K. Tsui | |||
Name: | Andrew T. Chan, Danny W. K. Tsui | |||
Title: | Vice President, Assistant Vice President | |||
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: | Vice President, Assistant Vice President | |||
Exhibit No. | Description | |
A
|
Joint Filing Agreement |