- Amended Statement of Beneficial Ownership (SC 13D/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Information to be Included in Statements Filed Pursuant to Rule 13d-1(a) and

Amendments Thereto Filed Pursuant to Rule 13d-2(a)

CHINA GRENTECH CORPORATION LIMITED

(Name of Issuer)

Ordinary Shares, Par Value US$0.00002 per share

(Title of Class of Securities)

16938P107

(CUSIP Number)

Yingjie Gao

c/o 16 ^th Floor, Block A, Guoren Building

Keji Central 3 ^rd Road

Hi-Tech Park, Nanshan District

Shenzhen 518057, People’s Republic of China

+(86) 755 2651-6888

With a copy to:

Peter X. Huang

Skadden, Arps, Slate, Meagher & Flom LLP

30th Floor, China World Office 2

No. 1, Jianguomenwai Avenue

Beijing 100004, People’s Republic of China

+(86) 10 6535-5599

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 20, 2012

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note : Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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.

16938P107


1.	NAME OF REPORTING PERSON: Guoren Industrial Developments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 183,195,375 ordinary shares
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 183,195,375 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,195,375 ordinary shares ⁽¹⁾⁽²⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% ⁽³⁾
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾	The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾	See Item 5 below.

⁽³⁾	Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 2 of 12

CUSIP No.

16938P107


1.	NAME OF REPORTING PERSON: Heng Xing Yue Investments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 34,006,550 ordinary shares
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 34,006,550 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 34,006,550 ordinary shares ⁽¹⁾⁽²⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% ⁽³⁾
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾	The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾	See Item 5 below.

⁽³⁾	Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 3 of 12

CUSIP No.

16938P107


1.	NAME OF REPORTING PERSON: Yingjie Gao
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 183,195,375 ordinary shares
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 183,195,375 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,195,375 ordinary shares ⁽¹⁾⁽²⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% ⁽³⁾
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾	The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾	See Item 5 below.

⁽³⁾	Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 4 of 12

CUSIP No.

16938P107


1.	NAME OF REPORTING PERSON: Ce Lue Investments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 183,195,375 ordinary shares
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 183,195,375 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 183,195,375 ordinary shares ⁽¹⁾⁽²⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 31.2% ⁽³⁾
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾	The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾	See Item 5 below.

⁽³⁾	Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 5 of 12

CUSIP No.

16938P107


1.	NAME OF REPORTING PERSON: Well Sino Enterprises Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 25,667,000 ordinary shares
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 25,667,000 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,667,000 ordinary shares ⁽¹⁾⁽²⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% ⁽³⁾
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾	The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾	See Item 5 below.

⁽³⁾	Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 6 of 12

CUSIP No.

16938P107


1.	NAME OF REPORTING PERSON: Rong Yu
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 1,400,000 ordinary shares
		8.	SHARED VOTING POWER 25,667,000 ordinary shares
		9.	SOLE DISPOSITIVE POWER 1,400,000 ordinary shares
		10.	SHARED DISPOSITIVE POWER 25,667,000 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 27,067,000 ordinary shares ⁽¹⁾⁽²⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% ⁽³⁾
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾	The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾	See Item 5 below.

⁽³⁾	Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 7 of 12

CUSIP No.

16938P107


1.	NAME OF REPORTING PERSON: Leakey Investments Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 25,543,000 ordinary shares
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 25,543,000 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,543,000 ordinary shares ⁽¹⁾⁽²⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% ⁽³⁾
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾	The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾	See Item 5 below.

⁽³⁾	Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 8 of 12

CUSIP No.

16938P107


1.	NAME OF REPORTING PERSON: Yin Huang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION People’s Republic of China
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 25,543,000 ordinary shares
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 25,543,000 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,543,000 ordinary shares ⁽¹⁾⁽²⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.3% ⁽³⁾
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾	The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾	See Item 5 below.

⁽³⁾	Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 9 of 12

CUSIP No.

16938P107


1.	NAME OF REPORTING PERSON: Talenthome Management Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) ¨
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨
6.	CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER 0
		8.	SHARED VOTING POWER 0
		9.	SOLE DISPOSITIVE POWER 0
		10.	SHARED DISPOSITIVE POWER 235,805,375 ordinary shares
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 235,805,375 ordinary shares ⁽¹⁾⁽²⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 40.1% ⁽³⁾
14.	TYPE OF REPORTING PERSON CO

⁽¹⁾	The Reporting Person could be deemed to be part of a “group” (as discussed in Item 2) with certain other beneficial owners of the Company’s ordinary shares. The group collectively own 235,805,375 ordinary shares.

⁽²⁾	See Item 5 below.

⁽³⁾	Based on 587,397,825 ordinary shares outstanding as of January 20, 2012 (as provided by the Company).

Page 10 of 12

This Amendment No. 1 is filed jointly by Guoren Industrial Developments Limited (“Guoren Industrial”), Heng Xing Yue Investments Limited (“HXY”), Mr. Yingjie Gao (“Mr. Gao”), Ce Lue Investments Limited (“Ce Lue”), Well Sino Enterprises Limited (“Well Sino”), Ms. Rong Yu (“Ms. Yu”), Leakey Investments Limited (“Leakey”), Ms. Yin Huang (“Ms. Huang”) and Talenthome Management Limited (“Talenthome”). Guoren Industrial, HXY, Mr. Gao, Ce Lue, Well Sino, Ms. Yu, Leakey, Ms. Huang and Talenthome are collectively referred to herein as the “Reporting Persons.” This Amendment No. 1 amends and supplements the schedule with respect to China Grentech Corporation Limited (the “Company”) filed by the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on January 18, 2012 (the “Schedule 13D”). Capitalized terms used but not defined in this Amendment No. 1 shall have the same meaning given to them in the Schedule 13D. Except as provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On January 20, 2012, Talenthome, Merger Sub and the Company entered into an amended and restated agreement and plan of merger (the “Amended and Restated Merger Agreement”), a copy of which is filed as Exhibit 7.06 and is incorporated herein by reference in its entirety.

Concurrently with the execution of the Amended and Restated Merger Agreement, Mr. Gao, Talenthome and Guoren Industrial executed a promissory note and guarantee (the “Promissory Note and Guarantee”), pursuant to which (i) Mr. Gao promised unconditionally to pay to the order of Talenthome the principal sum of US$3,450,000 and (ii) Guoren Industrial guaranteed Mr. Gao’s obligations under the Promissory Note and Guarantee.” A copy of the Promissory Note and Guarantee is filed as Exhibit 7.07 and is incorporated herein by reference in its entirety.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:

On January 20, 2012, Talenthome, Merger Sub and the Company entered into the Amended and Restated Merger Agreement.

Concurrently with the execution of the Amended and Restated Merger Agreement, Mr. Gao, Talenthome and Guoren Industrial executed the Promissory Note and Guarantee. The descriptions of the Promissory Note and Guarantee in Item 3 are incorporated herein by reference.

The summaries of certain provisions of the agreements listed in this statement on Schedule 13D are not intended to be complete and are qualified in their entirety by reference to the full text of such agreements. The agreements listed in this Item 6 are filed herewith as Exhibits 7.06 and 7.07 and are incorporated herein by reference in their entirety.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.


Exhibit 7.06:		Amended and Restated Agreement and Plan of Merger, dated as of January 20, 2012, by and among Talenthome, Merger Sub and the Company (incorporated herein by reference to Exhibit 99.2 to the Company’s Current Report on Form 6-K filed on January 20, 2012).

Exhibit 7.07:		Promissory Note and Guarantee by and between Mr. Gao, Talenthome and Guoren Industrial, dated as of January 20, 2012.

Page 11 of 12

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: January 20, 2012

Guoren Industrial Developments Limited

By:		/s/ Yingjie Gao
Name:		Yingjie Gao
Title:		Sole Director

Heng Xing Yue Investments Limited

By:		/s/ Yingjie Gao
Name:		Yingjie Gao
Title:		Sole Director

Yingjie Gao

By:		/s/ Yingjie Gao

Ce Lue Investments Limited

By:		/s/ Yingjie Gao
Name:		Yingjie Gao
Title:		Sole Director

Well Sino Enterprises Limited

By:		/s/ Rong Yu
Name:		Rong Yu
Title:		Sole Director

Rong Yu

By:		/s/ Rong Yu

Leakey Investments Limited

By:		/s/ Yin Huang
Name:		Yin Huang
Title:		Sole Director

Yin Huang

By:		/s/ Yin Huang

Talenthome Management Limited

By:		/s/ Yingjie Gao
Name:		Yingjie Gao
Title:		Sole Director