EX-4.16



 Exhibit 4.16 

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 Kong Special Administrative Region, the Macao Special
Administrative Region, and Taiwan area for purpose hereof, hereinafter referred to as the “PRC”) by and among the following parties: 

(1) TechFaith Wireless Communication Technology (Hangzhou) Limited, a limited liability company duly incorporated and validly existing under the laws of
the PRC, with its domicile at the Podium Building of Building 1, No. 4028 South Ring Road, Binjiang District, Hangzhou, its registration number of business license for enterprise legal person being 330100400006332, and its legal representative
being WANG Zhongbao (hereinafter referred to as “Party A”); 
 (2) TechFaith Intelligent Handset Technology (Beijing) Limited, a
limited liability company duly incorporated and validly existing under the laws of the PRC, with its domicile at Building 1, No. 13 Yong Chang North Road, Beijing Economic-Technological Development Area (Yizhuang), Beijing, its registration
number of business license for enterprise legal person being 110000410270278, and its legal representative being DONG Deyou (hereinafter referred to as “Party B”); and 
 (3) Beijing E-Town International Investment & Development Co., Ltd., a limited liability company duly incorporated and validly existing under the laws of the PRC, with its domicile at Room 405,
No. 10 Hongda North Road, Beijing Economic-Technological Development Area, Beijing, its registration number of business license for enterprise legal person being 110302011626480, and its legal representative being ZHAO Guangyi (hereinafter
referred to as “Party C”). 
 Party A, Party B and Party C are referred to as “a Party” individually and as “the
Parties” collectively, and a Party’s opposite parties are referred to as the “other Parties”. 
 WHEREAS: 

The Parties entered into the Shareholders Agreement on Incorporation of a Joint Venture Company (hereinafter referred to as the “Shareholders
Agreement”) as of April 22, 2011. Upon friendly consultations, the Parties hereby enter into this Supplementary Agreement to the Shareholders Agreement and reach the following agreements: 

1. Amend Clause 4.2 in the Shareholders Agreement as below: 
 Form of capital contributions. The contributions to the registered capital shall be made in four installments. In the first installment, Party A and Party C shall make capital contributions in the form of
money; in the second installment, Party B shall make a capital contribution in the form of land-use right, and the amount that will count towards the capital contribution shall be the evaluated price mutually accepted by the Parties, and the
shortfall (if any) of the subscribed amount for this installment shall be paid by Party B in the form of money. The evaluation of the land-use right shall be conducted, by reference to the costs borne by Party B for acquiring such right, by a
qualified asset evaluation company engaged by the joint venture company and recognized by the Parties, and the aforesaid costs shall include and be limited to the sum of the consideration paid by Party B for acquiring the land-use right and
evidenced by invoices or other transaction documents, as well as relevant taxes and dues; in the third installment and the fourth installment, Party A and Party C shall make contribution in the form of money. 







 2. Amend Clause 4.4 in the Shareholders Agreement as below: 

Amount (in RMB ten thousand Yuan), schedule and form of the capital contributions are as follows: 

 

																			
	 Name of Shareholder
	  	Party A	 	 	Party B	 	 	Party C	 	 	Total	 
					
	 Subscribed capital contributions
	  	 	24500	  	 	 	5500	  	 	 	20000	  	 	 	50000	  
					
	 Ratio of contribution
	  	 	49	% 	 	 	11	% 	 	 	40	% 	 	 	100	% 
						
	 The first installment
	  	Amount of capital contribution	  	 	7898.34	  	 				 	 	2101.66	  	 	 	10000	  
	  	Form of capital contribution	  	 
 	In the form
of money	  
  	 				 	 
 	In the form
of money	  
  	 			
	  	Time of capital contribution	  	 
 	Prior to
June 30, 2011	  
  	 				 	 
 	Prior to
June 30, 2011	  
  	 			
						
	 The second installment
	  	Amount of capital contribution	  				 	 	5500	  	 				 	 	5500	  
	  	Form of capital contribution	  				 	 
 
 
 
 
 
 
 
 	Land-use
right, the
shortfall of
the
subscribed
amount shall
be paid up in
the form of
money	  
  
  
  
  
  
  
  
  	 				 			
	  	Time of capital contribution	  				 	 
 
 	Prior to
December 31,
2011	  
  
  	 				 			









																	
	 The third installment
	  	Amount of capital contribution	  	 	1604.15	  	  		  	 	7900	  	  	 	9504.15	  
	  	Form of capital contribution	  	 
 	In the form
of money	  
  	  		  	 
 	In the form
of money	  
  	  			
	  	Time of capital contribution	  	 
 	Prior to
June 30, 2012	  
  	  		  	 
 	Prior to
June 30, 2012	  
  	  			
						
	 The fourth installment
	  	Amount of capital contribution	  	 	14997.51	  	  		  	 	9998.34	  	  	 	24995.85	  
	  	Form of capital contribution	  	 	In currency	  	  		  	 	In currency	  	  			
	  	Time of capital contribution	  	 
 	Prior to
June 30, 2013	  
  	  		  	 
 	Prior to
June 30, 2013	  
  	  			

 3. Add Clause 4.5 after Clause 4.4 in the Shareholders Agreement as below: 

In view of the fact that this project constitutes the commercialization of significant scientific and technological achievements and the overall planning
of industrial projects in Beijing (hereinafter referred to as the “Beijing Projects”), where Party C’s actual time of capital contribution is postponed as the funds for the Beijing Projects have not been materialized or Party C’s
actual amount of capital contribution is changed due to the change of the funds for the Beijing Projects, other Parties shall agree to exempt Party C from any liability. 







 4. Effectiveness 
 This Supplementary Agreement shall come into force upon signing by each Party’s authorized representative and the affix of the respective corporate seal. This Supplementary Agreement shall have the
same legal effect as the Shareholders Agreement. All clauses in the Shareholders Agreement except for Clause 4.2 and Clause 4.4 shall be equally binding hereupon. 
 5. Counterparts and copies 
 This Supplementary Agreement shall be made in Chinese and in
six (6) copies, with each party holding two (2) copies. Each copy shall have the same legal effect. 
 (The remainder of this page is
intentionally left blank.) 







 (Signing page) 
 This Supplementary Agreement is signed by the Parties as of the date first written above. 
 Party
A: TechFaith Wireless Communication Technology (Hangzhou) Limited (seal) 
  

			
	Signature:	 	




		
	Name:	 	
		
	Title:	 	

 Party B: TechFaith Intelligent Handset Technology (Beijing) Limited (seal) 

 

			
	Signature:	 	




		
	Name:	 	
		
	Title:	 	

 Party C: Beijing E-Town International Investment & Development Co., Ltd. (seal) 

 

			
	Signature:	 	




		
	Name:	 	
		
	Title:	 	








 Supplementary Agreement II 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 II 
 This Supplementary Agreement II is entered into as of July 4th, 2011 in Beijing city, the People’s Republic of China (exclusive of the Hong Kong Special Administrative Region, the Macao Special
Administrative Region, and Taiwan area for purpose hereof, hereinafter referred to as the “PRC”) by and among the following parties: 

(1) TechFaith Wireless Communication Technology (Hangzhou) Limited, a limited liability company duly incorporated and validly existing under the laws of
the PRC, with its domicile at the Podium Building of Building 1, No. 4028 South Ring Road, Binjiang District, Hangzhou, its registration number of business license for enterprise legal person being 330100400006332, and its legal representative
being WANG Zhongbao (hereinafter referred to as “Party A”); 
 (2) TechFaith Intelligent Handset Technology (Beijing) Limited, a
limited liability company duly incorporated and validly existing under the laws of the PRC, with its domicile at Building 1, No. 13 Yong Chang North Road, Beijing Economic-Technological Development Area (Yizhuang), Beijing, its registration
number of business license for enterprise legal person being 110000410270278, and its legal representative being DONG Deyou (hereinafter referred to as “Party B”); and 
 (3) Beijing E-Town International Investment & Development Co., Ltd., a limited liability company duly incorporated and validly existing under the laws of the PRC, with its domicile at Room 405,
No. 10 Hongda North Road, Beijing Economic-Technological Development Area, Beijing, its registration number of business license for enterprise legal person being 110302011626480, and its legal representative being BAI Wen (hereinafter referred
to as “Party C”). 
 Party A, Party B and Party C are referred to as “a Party” individually and as “the Parties”
collectively, and a Party’s opposite parties are referred to as the “other Parties”. 
 WHEREAS: 

The Parties entered into the Shareholders Agreement on Incorporation of a Joint Venture Company (hereinafter referred to as the “Shareholders
Agreement”) as of April 22, 2011 and the Supplementary Agreement to the Shareholders Agreement on Incorporation of a Joint Venture Company (hereinafter referred to as the “Supplementary Agreement”) as of June 17,
2011. Upon friendly consultations, the Parties hereby enter into this Supplementary Agreement II to the Shareholders Agreement and reach the following agreements: 







 1. Amend Clause 4.2 in the Shareholders Agreement as below: 

Form of capital contributions. The contributions to the registered capital shall be made in three installments. In the first installment and the second
installment, Party A and Party C shall make capital contributions in the form of money; in the third installment, Party A and Party C shall make contribution in the form of money while Party B shall make a capital contribution in the form of
land-use right, and the amount that will count towards the capital contribution shall be the evaluated price accepted by the Parties, and the shortfall (if any) of the subscribed amount for this installment shall be paid up by Party B in the form of
money. The evaluation of the land-use right shall be conducted by reference to the costs borne by Party B for acquiring such right by a qualified asset evaluation company engaged by the joint venture company and recognized by the Parties and the
aforesaid costs shall include and be limited to the sum of the consideration paid by Party B for acquiring the land-use right and evidenced by invoices or other transaction documents, as well as relevant taxes and dues. 

2. Amend Clause 4.4 in the Shareholders Agreement as below: 
 Amount (unit: RMB ten thousand Yuan), schdule and form of the capital contributions are as follows: 
  

																	
	 Name of Shareholder
	  	Party A	 	 	Party B	 	 	 Party C
	  	Total	 
					
	 Subscribed capital contributions
	  	 	24500	  	 	 	5500	  	 	20000	  	 	50000	  
					
	 Ratio of contribution
	  	 	49	% 	 	 	11	% 	 	40%	  	 	100	% 
						
	 The first installment
	  	Amount of capital contribution	  	 	7898.34	  	 				 	2101.66	  	 	10000	  
	  	Form of capital contribution	  	 
 	In the form
of money	  
  	 				 	In the form
of money	  			
	  	Time of capital contribution	  	 
  
	Prior to

July 24, 2011
	  
   
	 				 	Prior to
July 24, 2011	  			
						
	 The second installment
	  	Amount of capital contribution	  	 	2679.15	  	 				 	4950	  	 	7629.15	  
	  	Form of capital contribution	  	 
 	In the form
of money	  
  	 				 	In the form
of money	  			
	  	Time of capital contribution	  	 
 	Prior to
July 24, 2012	  
  	 				 	Prior to
July 24, 2012	  			









																	
	 The third installment
	  	Amount of capital contribution	  	 	13922.51	  	  	 	5500	  	  	12948.34	  	 	32370.85	  
		  	Form of capital contribution	  	 	In currency	  	  	 
 
 
 
 
 
 
 
 
 	Land-use
right, the
shortfall of
the
subscribed
amount
shall be
made up in
the form of
money	  
  
  
  
  
  
  
  
  
  	  	In the form
of money	  			
		  	Time of capital contribution	  	 
 	Prior to
July 24, 2013	 
  	  	 
 	Prior to
July 24, 2013	  
  	  	Prior to
July 24, 2013	  			

 3. Add Clause 4.5 after Clause 4.4 in the Shareholders Agreement as below: 

In view of the fact that this project constitutes the commercialization of significant scientific and technological achievements and the overall planning
of industrial projects in Beijing (hereinafter referred to as the “Beijing Projects”), where Party C’s actual time of capital contribution is postponed as the funds for the Beijing Projects have not been materialized or Party C’s
actual amount of capital contribution is changed due to the change of the funds for the Beijing Projects, other Parties shall agree to exempt Party C from any liability. 
 4. Effectiveness 
 This Supplementary Agreement II shall come into force upon signing by
each Party’s authorized representative and the affix corporate seal and the Supplementary Agreement dated June 17, 2011 shall be simultaneously terminated. Upon taking effect, this Supplementary Agreement II shall constitute an inseverable
part of the Shareholders Agreement and shall have the same legal effect therewith. All clauses in the Shareholders Agreement except for such clauses as modified in this Supplementary Agreement II shall remain in full force. 







 5. Counterparts and version 
 This Supplementary Agreement II shall be made in Chinese and in six (6) copies, with each party holding two (2) copies. Each copy shall have the same legal effect. 

(The remainder of this page is intentionally left blank.) 







 (Signing page) 
 This Supplementary Agreement II is signed by the Parties as of the date first written above. 

Party A: TechFaith Wireless Communication Technology (Hangzhou) Limited (seal) 

 

			
	Signature:	 	    




		
	Name:	 	
		
	Title:	 	

 Party B: TechFaith Intelligent Handset Technology (Beijing) Limited (seal) 

 

			
	Signature:	 	    




		
	Name:	 	
		
	Title:	 	

 Party C: Beijing E-Town International Investment & Development Co., Ltd. (seal) 

 

			
	Signature:	 	    




		
	Name:	 	
		
	Title: