UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 20-F/A

(Amendment No. 1)





(Mark One)

| ̈ | REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR (G) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------------

OR



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended December 31, 2012.

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
 to
 .

OR



| ̈ | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------------

Date of event requiring this shell company report

Commission file number: 000-51242





CHINA
TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED

(Exact name of Registrant as specified in its charter)





N/A

(Translation of
Registrants name into English)

Cayman Islands

(Jurisdiction of incorporation or organization)



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Building C, No. 5A Rong Chang East Street

Beijing Economic-Technological Development Area (Yi Zhuang)

Beijing 100176

Peoples Republic of China

(Address of principal executive offices)

Jay Ji

Director of
Investor Relations

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

Phone: +86 10 5822 8390

Email: Jay.ji@techfaith.cn

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.



|                                                 |  |                                                       
|------------------------------------------------ |  | ------------------------------------------------------
|Title of each class                              |  | Name of each exchange on which registered             
|Ordinary shares, par value US$0.00002 per share* |  | The NASDAQ Stock Market LLC
(The NASDAQ Global Market)



|* | Not for trading, but only in connection with the listing on The NASDAQ Global Market of American depositary shares, each representing 15 ordinary shares.
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Securities registered or to be registered pursuant to Section 12(g) of the Act.

NONE

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

NONE

(Title of Class)





Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual
report: 794,003,193 ordinary shares, par value US$0.00002 per share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined
in Rule 405 of the Securities Act.    Yes   ̈    No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.    Yes   ̈    No  x

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  x    No   ̈

Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No   ̈

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   ̈                 Accelerated
filer   ̈                 Non-accelerated filer  x



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



|           |  |                                                                                                          |  |         
|---------- |  | -------------------------------------------------------------------------------------------------------- |  | --------
|US GAAP  x |  | International Financial Reporting Standards as issued
by the International Accounting Standards Board   ̈ |  | Other   ̈

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   ̈  Item 18   ̈

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   ̈    No  x

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes   ̈    No   ̈









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Table of Contents



|                                 |  |  |   | 
|-------------------------------- |  |  | - | 
|                                 | 
|EXPLANATORY NOTE                 |  |  | 1 | 
|                                 | 
|PART II                          |  |  | 1 | 
|                                 | 
|ITEM 15. Controls and Procedures |  |  | 1 | 
|                                 | 
|PART III                         |  |  | 3 | 
|                                 | 
|ITEM 19. Exhibits                |  |  | 3 | 



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EXPLANATORY NOTE

This amendment No. 1 (Amendment No. 1) to our annual report on Form 20-F for the fiscal year ended December 31, 2012 (the 2012
Form 20-F) hereby amends Items 15 and 19 of the 2012 Form 20-F. The 2012 Form 20-F was originally filed with the Securities and Exchange Commission on April 29, 2013 (the Original Report). This Amendment No. 1 is prepared
for the sole purpose of correcting a typo in the Original Report by amending the description under Disclosure Controls and Procedures in the Original Report to clarify that our management has concluded that our disclosure controls and
procedures were effective as of the end of the period ended December 31, 2012. We are also filing with this Amendment No. 1 currently-dated certifications by our principal executive officer and our principal financial officer pursuant to
Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002.

This Amendment No. 1 is not intended to update other information disclosed
in the Original Report. This Amendment No. 1 does not reflect events occurring after the filing of the Original Report and does not modify or update the disclosure therein in any way other than as required to reflect the amendment discussed
above.

PART II

ITEM 15. Controls and Procedures

Disclosure Controls and Procedures

Our chief executive
officer and chief financial officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Exchange Act) as of the end of the period covered by this annual report. Our management has
concluded that our disclosure controls and procedures as of the end of the period ended December 31, 2012 were effective.

Managements
Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control
over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements in accordance with generally accepted accounting principles in U.S. GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of a companys assets, (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that a companys receipts and expenditures are being made only in accordance with authorizations of a companys management
and directors and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of a companys assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to
consolidated financial statement preparation and presentation, and may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

We have conducted an evaluation of the
effectiveness of internal control over financial reporting based on the framework in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based on this
evaluation, management concluded that internal control over financial reporting was effective as of December 31, 2012 based on criteria in Internal Control  Integrated Framework issued by the COSO. We have chosen to voluntarily
comply with the provisions of Section 404(b) of the Sarbanes-Oxley Act of 2002, and the effectiveness of our internal control over financial reporting has been audited by Deloitte Touche Tohmatsu Certified Public Accountants LLP, an independent
registered public accounting firm, as stated in their report which is included herein.



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Report of the Independent Registered Public Accounting Firm

TO THE BOARD OF DIRECTORS AND SHAREHOLDERS OF

CHINA TECHFAITH
WIRELESS COMMUNICATION TECHNOLOGY LIMITED

We have audited the internal control over financial reporting of China Techfaith Wireless Communication
Technology Limited, its subsidiaries and its variable interest entity (collectively the Group) as of December 31, 2012, based on criteria established in Internal Control  Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission. The Groups management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial
reporting, included in the accompanying Managements Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Groups internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.

A companys internal control over financial reporting is a
process designed by, or under the supervision of, the companys principal executive and principal financial officers, or persons performing similar functions, and effected by the Groups board of directors, management, and other personnel
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could
have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control
over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Group maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on the
criteria established in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We
have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2012 of the
Group and our report dated April 29, 2013 expressed an unqualified opinion on those financial statements and financial statement schedule and included an explanatory paragraph regarding the Groups retrospective application of an
accounting standard for the presentation of comprehensive income.

Deloitte Touche Tohmatsu Certified Public Accountants LLP

Beijing, the Peoples Republic of China

April 29,
2013



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Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting in the year ended December 31, 2012, which have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.

PART III

ITEM 19. Exhibits



|                      |  |                                                                                                                                                                                                                                                                                                                                                                                          
|--------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit        Number |  | Document                                                                                                                                                                                                                                                                                                                                                                                 
|                      | 
|1.1                   |  | Amended and Restated Memorandum and Articles of Association of the Registrant (incorporated by reference to Exhibit 3.2 from our Registration Statement on Form F-1 (file no. 333-123921) filed with the Securities and Exchange
Commission on April 20, 2005).                                                                                                                          
|                      | 
|2.1                   |  | Registrants Specimen American Depositary Receipt (incorporated by reference to Exhibit 4.1 from our Registration Statement on Form F-1 (file no. 333-123921) filed with the Securities and Exchange Commission on April 7,
2005).                                                                                                                                                       
|                      | 
|2.2                   |  | Registrants Specimen Certificate for Ordinary Shares (incorporated by reference to Exhibit 4.2 from our Registration Statement on Form F-1 (file no. 333-123921) filed with the Securities and Exchange Commission on April 20,
2005).                                                                                                                                                  
|                      | 
|2.3                   |  | Note Subscription and Rights Agreement, dated as of April 9, 2004, among the Registrant and other parties therein (incorporated by reference to Exhibit 4.4 from our Registration Statement on Form F-1 (file no. 333-123921) filed
with the Securities and Exchange Commission on April 7, 2005).                                                                                       
|                      | 
|2.4                   |  | Transfer and Assumption Agreement dated November 9, 2004 among the Registrant and other parties thereto (incorporated by reference to Exhibit 4.5 from our Registration Statement on Form F-1 (file no. 333-123921) filed with the
Securities and Exchange Commission on April 7, 2005).                                                                                                 
|                      | 
|2.5                   |  | Share Swap Agreement dated November 9, 2004 among the Registrant and other parties thereto (incorporated by reference to Exhibit 4.6 from our Registration Statement on Form F-1 (file no. 333-123921) filed with the Securities and
Exchange Commission on April 7, 2005).                                                                                                              
|                      | 
|2.6                   |  | Investor Rights Agreement dated June 9, 2009 among the Registrant, Leo Technology Limited, now renamed 798 Entertainment Limited, affiliates of IDGVC Partners, Infiniti Capital Limited and other parties thereto (incorporated by
reference to Exhibit 2.6 from our Annual Report on Form 20-F (file no. 000-51242) filed with the Securities and Exchange Commission on May 19, 2010).
|                      | 
|4.1                   |  | 2005 Share Incentive Plan (incorporated by reference to Exhibit 10.1 from our Registration Statement on Form F-1 (file no. 333-123921) filed with the Securities and Exchange Commission on April 20, 2005).                                                                                                                                                                             
|                      | 
|4.2                   |  | Form of Indemnification Agreement with the Registrants directors (incorporated by reference to Exhibit 10.2 from our Registration Statement on Form F-1 (file no. 333-123921) filed with the Securities and Exchange Commission
on April 7, 2005).                                                                                                                                      
|                      | 
|4.3                   |  | Form of Employment Agreement between the Registrant and a Senior Executive Officer of the Registrant (incorporated by reference to Exhibit 10.3 from our Registration Statement on Form F-1 (file no. 333-123921) filed with the
Securities and Exchange Commission on April 7, 2005).                                                                                                   
|                      | 
|4.4                   |  | CDMA Modem Card License Agreement dated March 9, 2004 between a subsidiary of the Registrant and QUALCOMM (incorporated by reference to Exhibit 99.2 from our Registration Statement on Form F-1
(file no. 333-123921) filed with the Securities and Exchange Commission on April 7, 2005).                                                                                              



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|                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|--------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit        Number |  | Document                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                      | 
|4.5                   |  | Joint Venture Agreement dated September 26, 2003 between the Registrant and NEC (incorporated by reference to Exhibit 99.3 from our Registration Statement on Form F-1 (file no. 333-123921) filed with the Securities and
Exchange Commission on April 7, 2005).                                                                                                                                                                                                                
|                      | 
|4.6                   |  | Lease Agreement dated July 31, 2004 between the Registrant and Beijing Sino-Electronics Future Telecommunication R&D, Ltd. (incorporated by reference to Exhibit 99.4 from our Registration Statement on Form F-1 (file no.
333-123921) filed with the Securities and Exchange Commission on April 7, 2005).                                                                                                                                                                     
|                      | 
|4.7                   |  | Agreement dated December 20, 2004 between the Registrant and a PRC subsidiary of NEC (translation) (incorporated by reference to Exhibit 99.7 from our Registration Statement on Form F-1 (file no. 333-123921) filed with the
Securities and Exchange Commission on April 7, 2005).                                                                                                                                                                                             
|                      | 
|4.8                   |  | Share Purchase Agreement dated January 1, 2010 between Active Century Holdings Limited, Citylead Limited, the Registrant, QIGI&BODEE Technology Limited, QIGI& BODEE Technology (Beijing) Co., Ltd. and certain persons
listed therein (incorporated by reference to Exhibit 4.14 of our Annual Report on Form 20-F (file no. 000-51242) filed with the Securities and Exchange Commission on May 24, 2011).                                                                     
|                      | 
|4.9                   |  | Share Purchase Agreement dated January 4, 2010 between Active Century Holdings Limited, Citylead Limited, the Registrant, QIGI&BODEE Technology Limited, QIGI& BODEE Technology (Beijing) Co., Ltd. and certain persons
listed therein (incorporated by reference to Exhibit 4.15 of our Annual Report on Form 20-F (file no. 000-51242) filed with the Securities and Exchange Commission on May 24, 2011).                                                                     
|                      | 
|4.10                  |  | Shareholders Agreement dated April 22, 2011 between Techfaith Wireless Communication Technology (Hangzhou) Limited, Techfaith Intelligent Handset Technology (Beijing) Limited and Beijing E-town International Investment and
Development Co, Ltd. (English translation of the Chinese language document) (incorporated by reference to Exhibit 4.16 of our Annual Report on Form 20-F (file no. 000-51242) filed with the Securities and Exchange Commission on May 24,
2011).
|                      | 
|4.11                  |  | Agreement dated May 10, 2011 between Techfaith BVI and the Administration Committee of Shenyang Puhe New Town (PuHe) (English translation of the Chinese language document) (incorporated by reference to Exhibit 4.17 of
our Annual Report on Form 20-F (file no. 000-51242) filed with the Securities and Exchange Commission on May 24, 2011).                                                                                                                              
|                      | 
|4.12*                 |  | Translation of Equity Pledge Agreement between dated February 5 , 2010 between Tecface International Technology Limited, QIGI&BODEE Technology (Beijing) Co., Ltd, Enhai Xu and Deling Han.                                                                                                                                                                                                                                                                                      
|                      | 
|4.13*                 |  | Translation of Exclusive Option Agreement dated February 5 , 2010 between Tecface International Technology Limited, QIGI&BODEE Technology (Beijing) Co., Ltd, Enhai Xu and Deling Han.                                                                                                                                                                                                                                                                                           
|                      | 
|4.14*                 |  | Translation of Power of Attorney dated February 5 , 2010 by Enhai Xu and Deling Han.                                                                                                                                                                                                                                                                                                                                                                                             
|                      | 
|4.15*                 |  | Translation of the Exclusive Business Cooperation Agreement dated February 5 , 2010 between Tecface International Technology Limited and QIGI&BODEE Technology (Beijing) Co., Ltd.                                                                                                                                                                                                                                                                                               
|                      | 
|4.16*                 |  | Translation of the Supplemental Agreements dated June 17, 2011 and July 4th, 2011, respectively, between Techfaith Wireless Communication Technology (Hangzhou) Limited, Techfaith Intelligent Handset Technology (Beijing) Limited
and Beijing E-town International Investment and Development Co, Ltd., to Shareholders Agreement dated April 22, 2011 between the same parties.                                                                                              
|                      | 
|8.1*                  |  | Subsidiaries of the Registrant.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                      | 
|11.1                  |  | Code of Business Conduct and Ethics of the Registrant, as amended (incorporated by reference to Exhibit 4.8 from our Annual Report on Form 20-F (file no. 000-51242) filed with the Securities and Exchange Commission on June 25,
2009).                                                                                                                                                                                                                                        
|                      | 
|12.1**                |  | CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                                                     



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|                      |  |                                                                             
|--------------------- |  | ----------------------------------------------------------------------------
|Exhibit        Number |  | Document                                                                    
|                      | 
|12.2**                |  | CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|                      | 
|13.1***               |  | CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|                      | 
|13.2***               |  | CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|                      | 
|15.1*                 |  | Consent of Maples and Calder.                                               
|                      | 
|15.2*                 |  | Consent of Beijing Tian Yuan Law Firm.                                      
|                      | 
|101INS****            |  | XBRL Instance Document                                                      
|                      | 
|101SCH****            |  | XBRL Taxonomy Extension Schema Document                                     
|                      | 
|101CAL****            |  | XBRL Taxonomy Extension Calculation Linkbase Document                       
|                      | 
|101LAB****            |  | XBRL Taxonomy Extension Labels Linkbase Document                            
|                      | 
|101PRE****            |  | XBRL Taxonomy Extension Presentation Linkbase Document                      
|                      | 
|101DEF****            |  | XBRL Taxonomy Extension Definition Linkbase Document                        

|* | Previously filed with the 2012 Form 20-F filed on April 29, 2013.
|- | -----------------------------------------------------------------

|** | File herewith.
|-- | --------------

|*** | Furnished herewith.
|--- | -------------------

**** XBRL (eXtensible Business Reporting Language) information has been previously
furnished with the 2012 Form 20-F filed on April 29, 2013 and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of
Section 18 of the Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.



5



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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to
sign this Amendment No. 1 to the Form 20-F on its behalf.



CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITEDBy:

/s/ Defu DongName:    Defu Dong
Title:      Chief Executive Officer




Date: November 13, 2013



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