UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| China Techfaith Wireless Communication Technology Limited (the “Issuer”) |
(Name of Issuer)
| Ordinary Shares |
(Title of Class of Securities)
| G84383101 |
(CUSIP Number)
| March 19, 2012 |
(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)
x Rule 13d-1(c)
¨ 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 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).
| CUSIP No. G84383101 | Page 2 of 5 |
| 1 |
NAMES OF REPORTING PERSONS
Chi Sing Ho | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) ¨
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| 3 | SEC USE ONLY
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| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
78,814,6281 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
78,814,6281 | |||||
|
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,814,6281 | |||||
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
| |||||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%2 | |||||
| 12 |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
| 1 | Including 72,856,242 shares of which the record owner is IDG-Accel China Growth Fund II L.P. and 5,958,386 shares of which the record owner is IDG-Accel China Investors II L.P. Chi Sing Ho and Quan Zhou are directors and executive officers of IDG-Accel China Growth Fund GP II Associates Ltd., which is the ultimate general partner of both IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. By virtue of acting together to direct the management and operations of the ultimate general partners of each of the above record owners, Chi Sing Ho and Quan Zhou may be deemed to have shared voting and dispositive power with respect to these shares. |
| 2 | Based upon 794,003,193 ordinary shares outstanding as of March 23, 2011, as reported in the Issuer’s Form 20-F filed with the U.S. Securities and Exchange Commission on May 24, 2011. |
| SCHEDULE 13G
|
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| CUSIP No. G84383101 | Page 3 of 5 Pages |
| Item 1 | (a) |
Name of Issuer: | ||||||||||
| China Techfaith Wireless Communication Technology Limited | ||||||||||||
| 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 |
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| Item 2 | (a) |
Name of Person Filing: | ||||||||||
| Chi Sing Ho | ||||||||||||
| On March 19, 2012, Chi Sing Ho replaced Patrick J. McGovern as one of the two directors of IDG-Accel China Growth Fund GP II Associates Ltd., which is the ultimate general partner of both IDG-Accel China Growth Fund II Associates L.P. and IDG-Accel China Investors II L.P. Both IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. are record owners of the ordinary shares of the Issuer reported in this filing. The other director of IDG-Accel China Growth Fund GP II Associates Ltd. is Quan Zhou, who may be deemed to have shared voting and dispositive power over the shares reported in this filing with Chi Sing Ho. Each of Chi Sing Ho and Quan Zhou disclaims the beneficial ownership of the shares reported in this filing except to the extent of his pecuniary interest therein. | ||||||||||||
| Quan Zhou, IDG-Accel China Growth Fund GP II Associates Ltd., IDG-Accel China Growth Fund GP II Associates L.P., IDG-Accel China Growth Fund II L.P. and IDG-Accel China Investors II L.P. previously jointly filed a Schedule 13G in relation to the ordinary shares reported in this filing on May 15, 2009, which was last amended on September 20, 2010. | ||||||||||||
| Item 2 | (b) |
Address of Principal Business Office or, If None, Residence; Citizenship | ||||||||||
| For reporting person: | ||||||||||||
| c/o IDG VC Management Ltd. Unit 1509, The Center 99 Queen’s Road Central, Hong Kong |
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| Item 2 | (c) |
Citizenship | ||||||||||
| Chi Sing Ho is a citizen of Canada. | ||||||||||||
| Item 2 | (d) |
Title of Class of Securities: | ||||||||||
| Ordinary shares, par value $0.00002 | ||||||||||||
| Item 2 | (e) |
CUSIP Number: | ||||||||||
| G84383101 | ||||||||||||
| Item 3. | Statement Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c): | |||||||||||
| Not applicable. | ||||||||||||
| SCHEDULE 13G
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| CUSIP No. G84383101 | Page 4 of 5 Pages |
| Item 4. | Ownership | |||||||||
| The information for reporting person contained in Items 5-11 of the cover page is incorporated herein by reference. | ||||||||||
| 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 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. | Certifications | |||||||||
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||||||||||
| SCHEDULE 13G
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| CUSIP No. G84383101 | Page 5 of 5 Pages |
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: March 29, 2012
| CHI SING HO |
| /s/ Chi Sing Ho |