Filing Details
- Accession Number:
- 0001193125-18-012749
- Form Type:
- 13G Filing
- Publication Date:
- 2018-01-18 06:48:02
- Filed By:
- Helio Glaze Ltd
- Company:
- China Techfaith Wirlss Comm Tech (NASDAQ:CNTF)
- Filing Date:
- 2018-01-18
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Defu Dong | 6,000,000 | 0 | 6,000,000 | 0 | 6,000,000 | 0.7% |
| Helio Glaze Limited | 83,500,000 | 0 | 83,500,000 | 0 | 83,500,000 | 10.5% |
| Huo 146 s Offshore Trust | 0 | 0 | 0 | 0 | 0 | 0.0% |
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 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).
| (1) | This CUSIP number applies to the Issuers 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
Peoples 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
Huos 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 ISSUERS PRINCIPAL EXECUTIVE OFFICES: |
Tower D, Mfox Plaza, Ke Chuang 12th Street
Beijing Economic-Technological Development Area (Yi Zhuang)
Beijing 100111, Peoples Republic of China
| ITEM 2(a). | NAME OF PERSON FILING: |
Defu Dong
Helio Glaze Limited (the Record Holder)
Huos 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, Peoples Republic of China
Helio Glaze Limited
P.O. Box 916, Woodbourne Hall
Road Town, Tortola
British Virgin Islands
Huos 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 Issuers 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 | |||||||||||||||||
| Huos 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 | |||
| Huos Offshore Trust | ||||
| By: | /s/ Defu Dong | |||
| Name: | Defu Dong | |||
| Title: | Director | |||
LIST OF EXHIBITS
| Exhibit | Description | |
| 99.1 | Joint Filing Agreement | |