GRRF China Grentech Corp. Limited ADS, Each Representing 25 Ordinary Shares (MM)

 

 

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. 1) *

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
15 ^th Floor, Block A, Guoren Building
Keji Central 3rd Road, Hi-Tech Park,
Nanshan District, Shenzhen 518057, China
(86 755) 2651 6888

(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communication)

Establishment of irrevocable discretionary family trust as of January 17, 2008

(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 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).

 

 

TABLE OF CONTENTS

CUSIP No.		16938P 10 7

CUSIP No.		16938P 10 7

CUSIP No.		16938P 10 7

CUSIP No.		16938P 10 7

CUSIP No.		16938P 10 7

CUSIP No.		16938P 10 7

Item 1 Security and Issuer:

Ordinary shares, par value US$0.00002 each, of China GrenTech Corporation Limited, 15 th Floor, Block A, Guoren Building, Keji Central 3rd Road, Nanshan District, Shenzhen 518057, China.

Item 2 Identity and Background:

	(i)		Guoren Industrial Developments Limited, incorporated and existing under the laws of the British Virgin Islands, with its principal business address at 15 th Floor, Block A, Guoren Building, Keji Central 3rd Road, Nanshan District, Shenzhen 518057, 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 has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
	(ii)		Mr. Yingjie Gao, citizen of the People’s Republic of China, has a business address at 15 th Floor, Block A, Guoren Building, Keji Central 3rd Road, Nanshan District, Shenzhen 518057, 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 has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
	(iii)		Ce Lue Investments Limited, incorporated and existing under the laws of the British Virgin Islands, with its registered office at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. Its principal business is investment holding. Since its inception on March 16, 2007, Ce Lue Investments Limited has not been convicted in any criminal proceeding. Since its inception on March 16, 2007, Ce Lue Investments Limited has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
	(iv)		Target Growth Holdings Limited, incorporated and existing under the laws of the Commonwealth of The Bahamas, with its registered office at The Bahamas Financial Centre, Shirley and Charlotte Streets, P.O. Box N-3023, Nassau, Bahamas. Its principal business is investment holding. Since its inception on January 10, 2008, Target Growth Holdings Limited has not been convicted in any criminal proceeding. Since its inception on January 10, 2008, Target Growth Holdings Limited has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

	(v)		The GRRF Trust, established and existing under the laws of the Republic of Singapore, with its registered office at 1 Raffles Link #05-02, Singapore 039393. Its principal business is to hold assets, investments and funds standing to its credit for the benefit of its beneficiaries. Since its inception on January 17, 2008, The GRRF Trust has not been convicted in any criminal proceeding. Since its inception on January 17, 2008, The GRRF Trust has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
	(vi)		Credit Suisse Trust Limited, incorporated and existing under the laws of the Republic of Singapore, with its registered office at 1 Raffles Link #05-02, Singapore 039393. Its principal business is to provide financial services. During the last five years, Credit Suisse Trust Limited has not been convicted in any criminal proceeding. During the last five years, Credit Suisse Trust Limited has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 Source and Amount of Funds or Other Consideration:

As of January 17, 2008, Mr. Gao, by way of gift, transferred 35,000 ordinary shares of US$1.00 each in the capital of Guoren Industrial Developments Limited, representing 100% of the issued share capital of Guoren Industrial Developments Limited, to Ce Lue Investments Limited, an indirectly wholly owned subsidiary of The GRRF Trust.

Item 4 Purpose of Transaction:

As a part of his estate planning, through an irrevocable discretionary family trust arrangement, Mr. Gao transferred to The GRRF Trust, his family trust, all of his equity ownership in Guoren Industrial Developments Limited, which holds of record 150,000,000 ordinary shares of the issuer. Subsequent to the completion of such trust arrangement, The GRRF Trust has become the holder of 100% of the issued share capital of Target Growth Holdings Limited; Target Growth Holdings Limited has become the holder of 100% of the issued share capital of Ce Lue Investments Limited; and Ce Lue Investments Limited has become the holder of 100% of the issued share capital of Guoren Industrial Developments Limited. Subsequent to the completion of such trust arrangement, Mr. Gao continues to act as the sole director of Guoren Industrial Developments Limited as well as the sole director of Ce Lue Investments Limited. Mr. Gao also acts as the protector and the investment manager of The GRRF Trust. Bukit Merah Limited and Tanah Merah Limited, each a Bahamas company wholly owned by, and acting as nominee of, Credit Suisse Trust Limited act as corporate directors of Target Growth Holdings Limited.

Item 5 Interest in Securities of the Issuer:

		Guoren Industrial Developments Limited continues to be the record holder of 150,000,000 ordinary shares in, or approximately 24.0% of, the share capital of the issuer. Guoren Industrial Developments Limited, as the record holder, of which Mr. Gao is the sole director, continues to 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. Guoren Industrial Developments Limited is ultimately wholly owned by The GRRF Trust, Mr. Gao’s family trust, of which Credit Suisse Trust Limited acts as the trustee. Mr. Gao, Guoren Industrial Developments Limited, as the record holder, The GRRF Trust, Credit Suisse Trust Limited as trustee, as well as Target Growth Holdings Limited and Ce Lue Investments Limited, both wholly owned subsidiaries of The GRRF Trust may be deemed to be a group for the ordinary shares 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 the ordinary shares beneficially owned by other members constituting such group.
		As trustee of The GRRF Trust, Credit Suisse Trust Limited disclaims beneficial ownership of the ordinary shares of the issuer. The filing of this Schedule 13D should not be deemed an admission that Credit Suisse Trust Limited is the beneficial owner of such ordinary shares for any purpose.

Item 6 Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer:

		By a deed of settlement, dated January 17, 2008, Mr. Gao established a family trust called “The GRRF Trust” as the ultimate holder of the 150,000,000 ordinary shares in the share capital of the issuer held of record by Guoren Industrial Developments Limited. Mr. Gao continues to act as the sole director of Guoren Industrial Developments Limited and also acts as the protector and the investment manager of The GRRF Trust. Credit Suisse Trust Limited acts as the trustee of The GRRF Trust.
		The GRRF Trust is an irrevocable discretionary trust for the benefit of Mr. Gao and his designated family members. The family trust has a trust period of 100 years unless earlier terminated by the trustee subject to any applicable rule against perpetuities. The deed of settlement constituting the family trust provides that any power and discretion vested in the trustee shall only be exercisable with the prior or simultaneous written consent of the protector, with such consent right exercisable within 30 days of notice from the trustee.

Item 7 Material to be Filed as Exhibits:

Exhibit 99.2 — Joint Filing Agreement, dated September 8, 2008

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 on September 8, 2008.

Guoren Industrial Developments Limited

/s/ Yingjie Gao

Name: Yingjie Gao
Title:  Sole Director

Yingjie Gao

/s/ Yingjie Gao

Ce Lue Investments Limited

/s/ Yingjie Gao

Name: Yingjie Gao
Title: Sole Director

Target Growth Holdings Limited

/s/ Michael Low           /s/ Joni Sim

Name: Bukit Merah Limited by its authorized signatories, Michael Low and Joni Sim
Title: Corporate Directors

The GRRF Trust

/s/ Michael Low           /s/ Joni Sim

Name: Credit Suisse Trust Limited by its authorized signatories, Michael Low and Joni Sim
Title: Trustee

Credit Suisse Trust Limited

/s/ Michael Low           /s/ Joni Sim

Name: Michael Low and Joni Sim
Title: Authorized signatories

China Grentech Corp. Limited ADS, Each Representing 25 Ordinary Shares (MM) (NASDAQ:GRRF)
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