FORM 8-A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
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CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS NOT APPLICABLE
(State of incorporation or organization) (I.R.S. Employer Identification No.)
3/F M8 WEST
NO. 1 JIU XIAN QIAO EAST ROAD
BEIJING 100016, PEOPLE'S REPUBLIC OF CHINA
(8610) 5822-8288
(Address, including ZIP Code
of registrant's of Principal Executive Offices)
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If this Form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this Form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of exchange on which each
to be so registered class is to be registered
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NONE NONE
Securities Act registration statement file number to which this form relates:
333-120810
Securities to be registered pursuant to Section 12(g) of the Act:
ORDINARY SHARES, PAR VALUE US$0.00002 PER SHARE*
(NOT FOR TRADING; BUT ONLY IN CONNECTION WITH THE
AMERICAN DEPOSITARY SHARES)
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(Title of Class)
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* American Depositary Shares representing the Ordinary Shares are being
registered under the Securities Act of 1933, as amended, pursuant to a separate
Registration Statement on Form F-6 and accordingly are exempt from registration
under Section 12(g) of the Securities Exchange Act of 1934, as amended, pursuant
to rule 12g3-2(c) thereunder.
Item 1. Description of Registrant's Securities to be Registered.
Descriptions of the Ordinary Shares and American Depositary Shares to be
registered hereunder are contained in the sections entitled "Description of
Share Capital," "Description of American Depositary Shares" and "Taxation" in
the Preliminary Prospectus included in the Registrant's Registration Statement
on Form F-1 (Registration No. 333-123921), as amended, originally filed with the
Securities and Exchange Commission on April 7, 2005 under the Securities Act of
1933, as amended, and are incorporated herein by reference.
Item 2. Exhibits
The documents listed below are filed as exhibits to this Registration
Statement:
Exhibit No.
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3.2* Form of Amended and Restated Memorandum and Articles of Association of the
Registrant.
4.2* Registrant's specimen certificate for Ordinary Shares.
4.3* Form of Deposit Agreement by and among the Registrant, The Bank of New York and
the holders and beneficial owners of American Depositary Shares evidenced by
American Depositary Receipts issued thereunder.
* Incorporated by reference to the Exhibits of the same number to the
Registrant's Registration Statement on Form F-1, as amended, originally
filed with the Securities and Exchange Commission on April 7, 2005.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized.
CHINA TECHFAITH WIRELESS
COMMUNICATION TECHNOLOGY LIMITED
Dated: April 8, 2005 By: /s/ Defu Dong
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Defu Dong
Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit No.
3.2* Form of Amended and Restated Memorandum and Articles of Association of the
Registrant.
4.2* Registrant's specimen certificate for Ordinary Shares.
4.3* Form of Deposit Agreement by and among the Registrant, The Bank of New York and
the holders and beneficial owners of American Depositary Shares evidenced by
American Depositary Receipts issued thereunder.
* Incorporated by reference to the Exhibits of the same number to the
Registrant's Registration Statement on Form F-1, as amended, originally
filed with the Securities and Exchange Commission on April 7, 2005.