China Grentech Corp Ltd - Statement of Beneficial Ownership (SC 13D)
February 12 2008 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(a)
(Amendment No. ) *
China GrenTech Corporation Limited
(Name of Issuer)
Ordinary Shares, par value US$0.00002 each
(Title of Class of Securities)
16938P 10 7
(CUSIP Number)
Mr. Yingjie Gao
16
th
Floor, Zhongyin Tower, Caitian North Road
Futian District, Shenzhen 518026, China
(85 755) 8350 1527
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communication)
Initial public offering as of April 4, 2006 and
ownership change in shareholder as of August 6 and 7, 2007
(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 Rule
13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box:
o
* 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).
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Note:
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The CUSIP number is for the American depository shares (ADSs) evidencing the ordinary
shares in respect of which this report is made, which are held on deposit pursuant to the issuers
depository receipt program. The ordinary shares that are the subject of this report are not held
in ADS form.
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TABLE OF CONTENTS
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1
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NAMES OF REPORTING PERSONS
Guoren Industrial Developments Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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British Virgin Islands
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7
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SOLE VOTING POWER
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NUMBER OF
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150,000,000
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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150,000,000
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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150,000,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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24.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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1
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1
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NAMES OF REPORTING PERSONS
Mr. Yingjie Gao
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
þ
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(b)
o
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Peoples Republic of China
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7
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SOLE VOTING POWER
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NUMBER OF
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150,000,000
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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150,000,000
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WITH
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10
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SHARED DISPOSITIVE POWER
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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150,000,000
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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24.0%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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2
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Item 1
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Security and Issuer:
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Ordinary Shares, par value US$0.00002 each, of China GrenTech Corporation Limited
16
th
Floor, Zhongyin Tower, Caitian North Road, Futian District, Shenzhen 518026, China
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Item 2
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Identity and Background:
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(i)
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Guoren Industrial Developments Limited, incorporated and existing under the laws of the
British Virgin Islands, with its principal business and office at 16
th
Floor, Zhongyin
Tower, Caitian North Road, Futian District, Shenzhen 518026, China. Its principal business is
investment holding. Since its inception on November 18, 2003, Guoren Industrial Developments
Limited has not been convicted in any criminal proceeding. Since its inception on November 18,
2003, Guoren Industrial Developments Limited was not a party to any civil proceeding of a judicial
or administrative body of competent jurisdiction.
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(ii)
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Mr. Yingjie Gao, citizen of the Peoples Republic of China, has a business address at
16
th
Floor, Zhongyin Tower, Caitian North Road, Futian District, Shenzhen 518026,
China. Mr. Gao is chairman and chief executive officer of China GrenTech Corporation Limited.
During the last five years, Mr. Gao has not been convicted in any criminal proceeding. During the
last five years, Mr. Gao was not a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction.
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Item 3
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Source and Amount of Funds or Other Consideration:
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As of August 6, 2007, Guoren Industrial Developments Limited allotted and issued 34,900 shares to
Mr. Gao upon approval of a unanimous joint resolution of its shareholders and directors for
considerations that included US$34,900 in cash of Mr. Gaos personal funds. As of August 7, 2007,
Mr. Gao further purchased the 35 shares in Guoren Industrial Developments Limited from Mr. Fan
Zhang for US$41,700 in cash also of Mr. Gaos personal funds.
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Item 4
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Purpose of Transaction:
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The record holder of the 150,000,000 ordinary shares of the issuer is Guoren Industrial
Developments Limited. Mr. Gao held 65 ordinary shares and Mr. Fan Zhang held 35 shares, each in
the capital of Guoren Industrial Developments Limited at the time of the initial public offering
of the issuer as of April 4, 2006. Both Mr. Gao and Mr. Zhang were directors of Guoren Industrial
Developments Limited. Subsequent to the acquisition by Mr. Gao of the 35 shares in Guoren
Industrial Developments Limited from Mr. Zhang, Mr. Gao became the sole shareholder of Guoren
Industrial Developments Limited. Mr. Zhang resigned from the board of directors of Guoren
Industrial Developments Limited and Mr. Gao has become the sole director of this company.
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On August 20, 2007, Guoren Industrial Developments Limited adopted a Rule 10b5-1 Trading Plan, as
amended on December 14, 2007, a copy of which is attached as Exhibit 99.1 hereto.
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3
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Item 5
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Interest in Securities of the Issuer:
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There is no change in the ownership in the issuer held by Guoren Industrial Developments Limited,
i.e. 150,000,000 ordinary shares, par value US$0.00002 each, representing approximately 24.0% of
the issued share capital of the issuer, as disclosed herein. Both Mr. Yingjie Gao and Guoren
Industrial Developments Limited have sole power to vote or to direct the vote and the sole power
to dispose or to direct the disposition with respect to such ordinary shares in the issuer.
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Item 6
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:
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Item 7
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Material to be Filed as Exhibits:
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Written plan for trading securities of the issuer pursuant to Rule 10b5-1(c)(1)(i)(A) as Exhibit
99.1
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4
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.
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February 12, 2008
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(Date)
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Guoren Industrial Developments Limited
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/s/ Yingjie Gao
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Name:
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Yingjie Gao
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Title:
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Sole Director
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Yingjie Gao
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/s/ Yingjie Gao
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Yingjie Gao
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5
INDEX TO EXHIBITS
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Exhibit
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Number
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Description
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99.1
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Rule 10b5-1 Trading Plan dated August 20, 2007, as amended on December 14, 2007
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6
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