- Amended Annual and Transition Report (foreign private issuer) (20-F/A)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:


U.S. GAAP þ		International Financial Reporting Standards as issued by the International Accounting Standards Board o		Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 o Item 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

EXPLANATORY NOTE

This Amendment No. 1 to our Annual Report on Form 20-F for the fiscal year ended December 31, 2007, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 15, 2008 (“Original Report”), is being filed solely to (i) clarify and revise the disclosures under the headings, “Management’s Report on Internal Controls over Financial Reporting” and “Remediation Plan” in Item 15 — Controls and Procedures; (ii) include a revised Report of Independent Registered Public Accounting Firm; and (iii) include an Attestation Report of Independent Registered Public Accounting Firm Regarding Internal Control Over Financial Reporting.

We are including in this Amendment No. 1 currently-dated certifications by our principal executive officer and our principal financial officer. Other than the foregoing items, no part of the Original Report is being amended. Accordingly, this Amendment No. 1 does not include any unchanged portions of the Original Report and does not modify or update the disclosure therein in any way other than as discussed above. As a result, this Amendment No. 1 continues to speak as of July 15, 2008, except for the certifications referenced above, which speak as of the filing date of this Amendment No. 1.

TABLE OF CONTENTS


PART II		1
ITEM 15.	CONTROLS AND PROCEDURES	1
PART III		3
ITEM 19.	EXHIBITS	3
SIGNATURE
EX-12.1
EX-12.2
EX-13.1
EX-99.1
EX-99.2

As of December 31, 2007, the end of the period covered by this annual report, our management performed, under the supervision and with the participation of our chief executive officer and chief financial officer, an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”). Disclosure controls and procedures are those controls and procedures designed to provide reasonable assurance that the information required to be disclosed in our Exchange Act filings is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. Based on that evaluation, our chief executive officer and chief financial officer have concluded that, as of December 31, 2007, our disclosure controls and procedures were not effective because of the material weaknesses described below under “—Management’s Report on Internal Control over Financial Reporting.”

We performed additional analyses and other post-closing procedures to ensure our consolidated financial statements are prepared in accordance with U.S. GAAP. Accordingly, our management believes that the consolidated financial statements included in this annual report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our management has completed its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2007, and has concluded that our internal control over financial reporting as of December 31, 2007 was not effective. In performing our assessment of internal control over financial reporting, management is using the criteria described in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.

Our management has identified certain control deficiencies which represent material weaknesses based on the criteria described in Internal Control — Integrated Framework issued by the COSO. A material weakness is a control deficiency, or a combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. We have identified the following four material weaknesses during our assessment of our internal control over financial reporting as of December 31, 2007:

•		Inadequate level of review of the basis and assumptions used for classification of trade receivables into short-term and long-term categories

		The basis and assumptions used for classification of short- and long-term trade receivables were established in accordance with our accounting policy, however, we did not review and update them on a timely basis in order to reflect the most recent repayment patterns. As a result, adjustments were recorded to reclassify receivable balances from short-term to long-term and to adjust the discounting effect of the long-term receivable balances. These adjustments are reflected in our consolidated financial statements for the year ended December 31, 2007.

•		Ineffective controls over monitoring of the level and the status of inventory pending for installation located at the sites of our customers

		We had certain amounts of inventory awaiting installation which were stored at our customers’ sites as of December 31, 2007. We have ineffective controls over monitoring the level and the status of such inventory. This material weakness also affects the controls over physical inventories and lower of cost or market valuation which are not effective. The status of certain inventory awaiting installation was not updated in a timely manner, resulting in an understatement of cost of revenues in our company’s unaudited management accounts. This material weakness led to corrective adjustments to the consolidated financial statements for the year ended December 31, 2007.

1

•		Inadequate level of management review of critical manual Excel spreadsheet containing trade receivable aging information

		We relied on the manual Excel spreadsheet for trade receivable ageing analysis and revenue recognition for U.S. GAAP compliance purposes. There was documentary evidence of the Excel spreadsheet being reviewed, but inaccurate entries of information to the Excel spreadsheet were identified. As a result, we had to re-assess the adequacy of provision for doubtful debts, resulting in an adjustment of allowance for doubtful debts in our consolidated financial statements for the year ended December 31, 2007.

•		Insufficient knowledge, experience and training of our accounting personnel in the application of the generally accepted accounting principles

		The foregoing material weaknesses and other control deficiencies identified by management arose mainly as a result of an insufficient knowledge, experience and training of our accounting personnel in the application of the generally accepted accounting principles commensurate with our financial reporting requirements.

Our management has also identified certain significant deficiencies for the internal controls over financial reporting. These significant deficiencies have been reported to our audit committee.

Remediation Plan

We have set up a project team, led by our internal audit manager, to implement remedial plans for the foregoing material weaknesses as follows:

•		Establish policies and procedures for classifying short- and long-term trade receivables in order to properly assess the reasonableness of the balance of trade receivables. The policies and procedures would include performance of reasonableness assessment at least annually with consideration to the receivable collection plans prepared by each representative office, payment history of customers and market forecast. At the end of each year, our finance department would utilize the current year collection data to ensure classification of trade receivables into short-term and long-term categories, with the discounting effect to be reflected accurately in the consolidated financial statements.

•		Enhance control and monitoring of inventory awaiting installation by establishing formal inventory count procedures for such inventory. Branches are also responsible for regular inventory count and the counting results should be reviewed and confirmed by the appropriate personnel of the branches, and reported to the finance department for recording and filing.

•		Establish Excel spreadsheet review procedures for ensuring adequate review of critical information shown in the Excel spreadsheet. The review personnel would include appropriate management personnel, and the financial controller’s review would also be required to monitor the risk of error. In addition, we would establish requirements for relevant documents such as a review form being maintained for documenting the review status, and maintaining review procedures for accuracy and completeness of source data, correctness and reasonableness of formula and the reconciliation between batch sums. The responsible reviewers would endorse the Excel spreadsheet as documentary evidence of their reviews.

•		Engage qualified entities to arrange training for financial and accounting personnel on a periodic basis to furnish them with adequate knowledge of U.S. GAAP and SEC rules and related disclosure requirements.

•		Recruit accounting personnel familiar with U.S. GAAP and SEC rules and related disclosure requirements, and ideally a member of American Institute of Certified Public Accountants, who will be responsible for the review and compilation of the consolidated financial statements in accordance with U.S. GAAP and SEC rules and related disclosure and reporting requirements.

The aforementioned remedial plans and results were presented to the audit committee. The management, including the chief executive officer and chief financial officer, has approved the remedial course of action to address the material weaknesses. Such plan may also be modified or expanded if additional material weaknesses are identified by management or our independent registered public accounting firm.

Changes in Internal Control over Financial Reporting

The discussion above under “Remediation Plan” includes descriptions of the material planned or actual changes to the company’s internal control over financial reporting in the year ended December 31, 2007 and subsequent to December 31, 2007 that materially affected, or are reasonably likely to materially affect, our company’s internal control over financial reporting.

2


Exhibit
No.		Description of Exhibit
12.1		CEO certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2		CFO certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1		CEO and CFO certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1		Report of Independent Registered Public Accounting Firm
99.2		Attestation Report of Independent Registered Public Accounting Firm Regarding Internal Control Over Financial Reporting

3

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		Name of Each Exchange
Title of Each Class		On Which Registered
American Depositary Shares, each representing 25 ordinary shares of par value US$0.00002 per share		The Nasdaq Global Select Market
Ordinary shares of par value US$0.00002 per share*		The Nasdaq Global Select Market *


	China GrenTech Corporation Limited

	/s/ Rong Yu
	Name:	Rong Yu
	Title:	Chief Financial Officer

Date: October 28, 2008

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

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o		REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


o		SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


*		Not for trading, but only in connection with the registration of American Depositary Shares.