[INTRODUCTION 1 PART I 2 ITEM 1. Identity of Directors, Senior Management and Advisers 2 ITEM 2. Offer Statistics and Expected Timetable 2 ITEM 3. Key Information 2 ITEM 4. Information on the Company 22 Item 4A. Unresolved Staff Comments 35 ITEM 5. Operating and Financial Review and Prospects 35 ITEM 6. Directors, Senior Management and Employees 51 ITEM 7.] [Equity Pledge Agreement THIS EQUITY PLEDGE AGREEMENT QIGI&BODEE International Technology (Beijing) Limited (hereinafter referred to as “WFOE” or “Pledgee”), a wholly foreign-owned enterprise established and existing according to the laws of the People’s Republic of China, with the current domicile of F/3, Building 1, No.13, Yongchang (N) Road, Beijing Technology Development Zone, Beijing Municipality, China; QIGI&BODEE Technology (Beijing) Co., Limited] [Exclusive Option Agreement THIS EXCLUSIVE OPTION AGREEMENT QIGI&BODEE International Technology (Beijing) Limited (hereinafter referred to as “WFOE” or “Purchase Right Owner”), a wholly foreign-owned enterprise established and existing according to the laws of the People’s Republic of China, with the current domicile of F/3, Building 1, No.13, Yongchang (N) Road, Beijing Technology Development Zone, Beijing Municipality, China; QIGI&BODEE Technology (Beijing)] [Power of Attorney (February 5, 2010) We, Xu Enhai and Han Deling, own 100% (Xu Enhai accounts for 66.7%, and Han Deling accounts for 33.3%) of the equity of QIGI&BODEE Technology (Beijing) Co., Limited (hereinafter “QIGI TECHNOLOGY”). And with respect to such equity, we hereby irrevocably authorize QIGI&BODEE International Technology (Beijing) Limited (hereinafter “WFOE”) to exercise the following rights in] [Exclusive Business Cooperation Agreement THIS EXCLUSIVE BUSINESS COOPERATION AGREEMENT THE PARTIES: QIGI&BODEE International Technology (Beijing) Limited (hereinafter “WFOE”), a wholly foreign-owned enterprise established and existing according to the laws of the People’s Republic of China, with the current domicile of F/3, Building 1, No.13, Yongchang North Road, Beijing Technology Development Zone, Beijing Municipality, China; and QIGI&BODEE Technology (Beijing) Co., Limited] [Supplementary Agreement to Shareholders Agreement among TechFaith Wireless Communication Technology (Hangzhou) Limited and TechFaith Intelligent Handset Technology (Beijing) Limited and Beijing E-Town International Investment & Development Co., Ltd. on Incorporation of a Joint Venture Company Supplementary Agreement This Supplementary Agreement is entered into as of June 17, 2011 in Beijing city, the People’s Republic of China (exclusive of the Hong] [We conduct substantially all of our operations through the following subsidiaries and variable interest entity in China: • Techfaith Wireless Communication Technology (Beijing) Limited, a PRC company; • One Net Entertainment Limited, a PRC company; • Techfaith Wireless Communication Technology (Shanghai) Limited, a PRC company; • Techfaith Intelligent Handset Technology (Beijing) Limited, a PRC company; • Techfaith Wireless Communication Technology] [Certification by the Chief Executive Officer I, Defu Dong, certify that: 1. I have reviewed this annual report on Form 20-F of China Techfaith Wireless Communication Technology Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Financial Officer I, YupingOuyang, certify that: 1. I have reviewed this annual report on Form 20-F of China Techfaith Wireless Communication Technology Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 10 d466482dex131.htm EX-13.1] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 11 d466482dex132.htm EX-13.2] [Our ref: Direct Emai China Techfaith Wireless Communication Technology Limited Building C, No. 5A, Rong Chang East Street Beijing Economic-Technological Development Area (Yi Zhuang), Beijing 100176 People’s Republic of China 29 April, 2013 Dear Sirs, China Techfaith Wireless Communication Technology Limited (the “Company”) Yours faithfully Maples and Calder EX-15.1 12 d466482dex151.htm EX-15.1] [[Letterhead of Beijing Tian Yuan Law Firm] China Techfaith Wireless Communication Technology Limited Building C, No. 5A, Rong Chang East Street Beijing Economic-Technological Development Area (Yi Zhuang), Beijing 100176 People’s Republic of China April 29, 2013 Dear Sirs, Re: China Techfaith Wireless Communication Technology Limited (the “Company”) Yours Faithfully, Beijing Tian Yuan Law Firm EX-15.2 13 d466482dex152.htm EX-15.2]