Guoren Industrial Developments SC 13D/A China GrenTech / Guoren Industrial Developments ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

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)

April 17, 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).

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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     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0
14.	TYPE OF REPORTING PERSON     CO

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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     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0
14.	TYPE OF REPORTING PERSON     CO

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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     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0
14.	TYPE OF REPORTING PERSON     IN

4

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     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0
14.	TYPE OF REPORTING PERSON     CO

5

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     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0
14.	TYPE OF REPORTING PERSON     CO

6

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     0
		8.	SHARED VOTING POWER     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0
14.	TYPE OF REPORTING PERSON     IN

7

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     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0
14.	TYPE OF REPORTING PERSON     CO

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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     0
		9.	SOLE DISPOSITIVE POWER     0
		10.	SHARED DISPOSITIVE POWER     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0
14.	TYPE OF REPORTING PERSON     IN

9

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     0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES    x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0
14.	TYPE OF REPORTING PERSON     CO

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This Amendment No. 3 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. 3 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”) and as amended on January 20, 2012 and March 26, 2012. Capitalized terms used but not defined in this Amendment No. 3 shall have the same meaning given to them in the Schedule 13D.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

On April 16, 2012, at 10:00 am (Beijing time), an extraordinary general meeting of shareholders of the Company was held at 2nd Floor, Block A, Guoren Building, Keji Central 3rd Road, Hi-Tech Park, Nanshan District, Shenzhen 518057, People’s Republic of China. At the extraordinary general meeting, the shareholders of the Company voted to approve the merger agreement and the transactions contemplated by the merger agreement, including the merger, and the proposal to authorize the directors of the Company to do all things necessary to give effect to the merger agreement.

On April 17, 2012, the Company and Merger Sub filed a plan of merger with the Cayman Islands Registrar of Companies, which was registered by the Cayman Islands Registrar of Companies as of April 17, 2012, pursuant to which the merger of Merger Sub with and into the Company became effective on April 17, 2012. As a result of the merger, the Company will cease to be a publicly traded company and has become a wholly owned subsidiary of Talenthome.

At the effective time of the merger, each outstanding Share will be cancelled in exchange for the right to receive $0.126 per Share and each ADS, each representing 25 Shares, will be cancelled in exchange for the right to receive $3.15 per ADS (less $0.05 per ADS cancellation fee pursuant to the terms of the deposit agreement), in each case, in cash without interest and net of any applicable withholding taxes. Any Shares and ADSs beneficially owned by any member of the Buyer Group and any Shares held by the ADS depositary which are not represented by ADSs will be cancelled for no consideration. Any Shares owned by shareholders who have validly exercised and have not effectively withdrawn or lost their appraisal rights under the Cayman Islands Companies Law will be cancelled for the appraised or agreed value under the Cayman Islands Companies Law.

As a result of the merger, the ADSs of the Company will no longer be listed on any securities exchange or quotation system, including the Nasdaq Global Select Market. In addition, 90 days after the filing of Form 25 in connection with the transaction, or such shorter period as may be determined by the SEC, the registration of the ADSs of the Company and the Shares underlying them and the reporting obligations of the Company under the Exchange Act will be terminated.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

(a) As of the date of this Schedule, the Reporting Persons do not beneficially own any Ordinary Shares.

(b) As of the date of this Schedule, the Reporting Persons do not beneficially own any Ordinary Shares. As such, the Reporting Persons do not have any voting power over any Ordinary Shares.

(c) Except for the transactions described in Item 4, none of the Reporting Persons effected any transactions in the Ordinary Shares during the past 60 days.

(d) Not applicable.

(e) April 17, 2012

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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: April 18, 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

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