UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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
Helio Glaze 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
83,500,000 ordinary shares | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
83,500,000 ordinary shares | |||||
| 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, 2014. |
| CUSIP No. G84383101 |
| 1 | Names of reporting persons
Huo’s Offshore 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
83,500,000 ordinary shares | |||||
| 7 | Sole dispositive power
0 | |||||
| 8 | Shared dispositive power
83,500,000 ordinary shares | |||||
| 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
OO | |||||
| (1) | The percentage ownership is calculated based on 794,003,193 ordinary shares outstanding as of December 31, 2014. |
4
| 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
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
3/F., M8 West, No. 1 Jiu Xian Qiao East Road
Chao Yang District, Beijing 100016
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.:
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 | ||||||||||||||
Helio Glaze Limited | 83,500,000 | 10.5 | %(4) | 0 | 83,500,000 | 0 | 83,500,000 | |||||||||||||||||
Huo’s Offshore Trust | 83,500,000 | 10.5 | %(4) | 0 | 83,500,000 | 0 | 83,500,000 | |||||||||||||||||
| (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 83,500,000 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 83,500,000 ordinary shares.
Mr. Dong is the sole director of each of the Record Holder, the Trust , Oasis Land Limited and Dong’s Family 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 disclaims 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 | ||||||||
| Helio Glaze Limited | By: | /s/ Defu Dong | ||||||
| Name: | Defu Dong | |||||||
| Title: | Director | |||||||
| Huo’s Offshore Trust | ||||||||
| By: | /s/ Defu Dong | |||||||
| Name: | Defu Dong | |||||||
| Title: | Director | |||||||
LIST OF EXHIBITS
Exhibit | Description | |
| 99.1 | Joint Filing Agreement | |
