S-1

As filed with the Securities and Exchange Commission on August 21, 2013

Registration No. 333-                

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MONTAGE TECHNOLOGY GROUP LIMITED

(Exact name of registrant as specified in its charter)

Cayman Islands	3674	Not applicable
(State or other jurisdiction of Incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Room A1601, Technology Building, 900 Yi Shan Road

Xuhui District, Shanghai, 200233

People’s Republic of China

Tel: (86 21) 6128-5678

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Mark Voll

Chief Financial Officer

2025 Gateway Place, Suite 262

San Jose CA 95110

Tel: 408-982-2788

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of Communications to:

Portia Ku Eric C. Sibbitt O’Melveny & Myers LLP 2765 Sand Hill Road Menlo Park, CA 94025 Tel: (650) 473-2600 James J. Masetti Heidi E. Mayon Pillsbury Winthrop Shaw Pittman LLP 2550 Hanover Street Palo Alto, California 94304 Tel: (650) 233-4500

Approximate date of commencement of proposed sale to public: As soon as practicable after the effective date of this Registration Statement.

If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price (1)(2)	Amount of registration fee
Ordinary shares, par value $0.005 per share	$115,000,000	$15,686

(1) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2) Includes ordinary shares that the underwriters have the option to purchase to cover over-allotments, if any.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and neither we nor the selling shareholders are soliciting offers to buy these securities, in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated August 21, 2013

                    shares

Montage Technology Group Limited

Ordinary shares

This is an initial public offering of ordinary shares of Montage Technology Group Limited. We are offering ordinary shares. The selling shareholders are offering              ordinary shares and we will not receive any of the proceeds in connection with the shares to be sold by the selling shareholders from this offering. We will bear all of the offering expenses other than the underwriting discount.

Prior to this offering, there has been no public market for our ordinary shares. We have applied to list our ordinary shares on the NASDAQ Global Market under the symbol “MONT.”

It is currently estimated that the initial public offering price per share will be between $             and $            .

Investing in our ordinary shares involves a high degree of risk. See “Risk factors” beginning on page 11.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

	Per Share	Total
Initial public offering price	$	$
Underwriting discounts and commissions	$	$
Proceeds, before expenses, to us	$	$
Proceeds, before expenses, to the selling shareholders	$	$

We have granted the underwriters an option for a period of 30 days to purchase up to             additional ordinary shares.

The underwriters expect to deliver the shares to purchasers on             , 2013.

Deutsche Bank Securities                              Barclays

Stifel

Wells Fargo Securities Needham & Company

Prospectus dated             , 2013.

TABLE OF CONTENTS

	Page
Prospectus Summary		1
Risk Factors		11
Special Note Regarding Forward-Looking Statements		36
Market and Industry Data		37
Use of Proceeds		38
Dividend Policy		39
Capitalization		40
Dilution		41
Selected Consolidated Financial Data		43
Management’s Discussion and Analysis of Financial Condition and Results of Operations		45
Business		73
Management		90
Executive Compensation		98
Related Party Transactions		103
Principal and Selling Shareholders		104
Description of Share Capital		107
Shares Eligible for Future Sale		115
Taxation		117
Underwriters		123
Enforceability of Civil Liabilities		129
Legal Matters		131
Experts		131
Where You Can Find More Information		131
Index to Consolidated Financial Statements		F-1

Through and including             , 2013 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

Neither we, nor the selling shareholders nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained or incorporated by reference in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained or incorporated by reference in this prospectus is current only as of its date.

For investors outside the United States: Neither we, nor the selling shareholders, nor the underwriters have done anything that would permit our initial public offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our ordinary shares and the distribution of this prospectus outside of the United States.

Conventions That Apply to This Prospectus

In this prospectus,

• “CPU” refers to central processing unit;

• “DDR” refers to DDR DRAM, or double data rate dynamic random-access memory, a class of memory integrated circuits used in servers;

• “DDR2” refers to the second generation of DDR;

• “DDR3” refers to the third generation of DDR;

• “DDR4” refers to the fourth generation of DDR;

• “DIMM” refers to dual in-line memory module;

• “HDTV” refers to high-definition television;

• “HKD” refers to the legal currency of the Hong Kong Special Administrative Region of the People’s Republic of China;

• “JEDEC” refers to Joint Electron Devices Engineering Council, an independent semiconductor engineering trade organization to develop standards for semiconductor devices;

• “LRDIMM” refers to load-reduced dual in-line memory module;

• “MPEG” refers to Moving Picture Experts Group;

• “preferred shares” refers to our Series A preferred shares, Series A-2 preferred shares, Series B preferred shares, Series B-1 preferred shares and Series B-2 preferred shares, each having par value of US$0.005 per share;

• “RDIMM” refers to registered dual in-line memory module;

• “RF” refers to radio frequency;

• “RMB” or “Renminbi” refers to the legal currency of China;

• “SDTV” refers to standard-definition television;

• “shares” or “ordinary shares” refers to our ordinary shares, par value of US$0.005 per share;

• “SoC” refers to system-on-chip, an integrated circuit that generally contains digital, analog, mixed-signal and radio-frequency functions on a single chip substrate; and

• “we,” “us,” “our company” and “our” refer to Montage Technology Group Limited and its subsidiaries, as the context requires.

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our ordinary shares. You should read this entire prospectus carefully, especially the “Risk Factors” section of this prospectus and our consolidated financial statements and related notes appearing at the end of this prospectus, before making an investment decision. Some of the statements in this prospectus constitute forward-looking statements. See “Special Note Regarding Forward-Looking Statements” for more information.

Our Company

We are a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. Our expertise in analog and radio frequency solutions, digital signal processors and high speed interfaces serves as the foundation for our technology platform. These technical capabilities enable us to design high performance, low power semiconductors. In the home entertainment market, our technology platform enables us to design highly integrated solutions with customized software and support for set-top boxes. Our solutions are designed to optimize signal processing performance under the challenging operating conditions typically found in emerging market environments, where often broadcast signals received by the set-top box may be weak, distorted or off-specification. Our solutions contain a number of different technologies that allow for enhanced signal processing, resulting in improved overall video quality under the typically limited existing broadband network infrastructure in emerging markets. In the cloud computing market, we offer high performance, low power memory interface solutions that enable memory-intensive server applications. Our technology platform approach allows us to provide integrated solutions that meet the expanding needs of our customers through our continuous innovation, cost- and power-efficient design and rapid product development. Since our inception in 2004, we have sold over 230 million integrated circuits, which have been shipped to over 150 end customers worldwide.

While analog and mixed-signal technology is applicable to a broad array of end markets, we have been highly selective in identifying our initial target end markets. We focus on markets which we believe have compelling long-term growth prospects and are also characterized by complex product design, long life cycles and stringent qualification requirements. We believe that these market characteristics coupled with our significant investment in our technology platform have created high barriers to entry for set-top box solutions in emerging markets. Initially, we developed commercial solutions for the home entertainment market to address the rapidly growing demand for television in China, Southeast Asia and other emerging markets. According to iSuppli Corporation, or iSuppli, in 2012, 154 million set-top boxes were sold by Chinese manufacturers. We believe that set-top boxes sold by Chinese manufacturers primarily target China and other emerging markets. The number of set-top boxes sold by Chinese manufacturers is expected to grow to over 243 million units in 2016 according to iSuppli. This would represent a compound annual growth rate of 12% from 2012 to 2016. A key to our success in addressing the characteristics of the home entertainment market in emerging markets is our ability to provide integrated solutions with customized software and support, which we develop through close collaboration with our end customers. Our collaborative approach allows us to develop extensive localized knowledge of a large, fragmented market with diverse technical and service requirements, deepening our customer relationships and yielding design wins across multiple product generations. Our end customers in the home entertainment market include nine of the ten largest set-top box manufacturers in China as measured by units sold in 2012.

More recently, we released our memory interface solutions to pursue opportunities arising from the rapid growth in the cloud computing market. Our close collaboration with key industry participants, including CPU manufacturers, memory module manufacturers and server original equipment manufacturers, or OEMs, has enabled us to successfully develop high performance, low power memory interface solutions for cloud computing

1

environments. We sell our memory interface solutions to memory module manufacturers, which incorporate our memory interfaces into dual in-line memory modules, or DIMMs, which are devices used to add memory capacity to a CPU. The most advanced cloud computing data servers operating today currently use DDR3 memory technology and load-reduced DIMMs, or LRDIMMs, which require memory interfaces that buffer data signals in addition to command and address signals. Memory interface vendors like us are unable to sell their solutions to memory module manufacturers without those solutions first being validated by manufacturers of CPUs. We are currently one of two LRDIMM memory buffer suppliers validated by Intel Corporation for DDR3 technology, the most prevalent industry standard for memory integrated circuits used in servers. Our customers in the cloud computing market include the world’s four largest DRAM manufacturers and the world’s largest third-party DRAM module supplier.

We offer ten solutions for use in the home entertainment market and two memory interface solutions for use in the cloud computing market. In 2012 and the six months ended June 30, 2013, 94% and 91%, respectively, of our revenue was generated from sales of set-top box solutions targeting the home entertainment market in emerging markets, while the remaining 6% and 9%, respectively, of our revenue was generated from sales of memory interface solutions targeting the cloud computing market. Our solutions are built upon our foundation of 37 issued patents and an additional 46 pending patent applications as of June 30, 2013. As of June 30, 2013, we had 290 engineers in our research and development organization, of which 141 hold post-graduate engineering degrees. Our revenue has grown from $29.1 million in 2010 to $78.2 million in 2012, representing a compound annual growth rate of 64%, and from $33.9 million in the six months ended June 30, 2012 to $45.4 million in the six months ended June 30, 2013, representing an annual growth rate of 34%. We had a net loss of $8.5 million in 2010 and net income of $5.0 million in 2011, $18.3 million in 2012 and $8.8 million in the six months ended June 30, 2013.

Our Target Markets

Our solutions primarily serve two large target markets, (i) the home entertainment market, in particular set-top boxes for emerging markets; and (ii) the cloud computing market, in particular memory interface solutions for data center servers.

Home Entertainment Market

In emerging markets, such as China, India, the Middle East, Latin and South America, Africa and Southeast Asia, television content is broadcast and accessed through satellite transmissions, cable network connections or terrestrial over-the-air transmissions. Viewers often access content from these three signal transmission systems using set-top boxes that are connected to televisions within the home. According to iSuppli, in 2012, 154 million set-top boxes were sold by Chinese manufacturers, primarily targeting emerging markets. Of the 154 million units sold, 66% were exported outside of China. The total number of set-top boxes sold by Chinese manufacturers is expected to grow to over 243 million units in 2016 according to iSuppli, with 58% of those units expected to be exported. This would represent a compound annual growth rate of 12% from 2012 to 2016. In addition, in some emerging markets, such as China, the broadcasting signal of television content is transitioning from analog to digital due to government- sponsored programs requiring the replacement or addition of television access equipment. For example, China has a goal of shutting down analog TV signals by 2015 and transitioning to digital TV in most regions. With improvements in content quality and increasing disposable income, we believe that viewers in China and other emerging markets are expected to increasingly purchase set-top boxes that can receive and display high-definition video content. While currently the satellite set-top box market is the largest market for China-manufactured set-top boxes in terms of total number of set-top boxes sold, the cable set-top box market is expected to represent an increasing proportion of China-manufactured set-top boxes from 2012 to 2016, according to iSuppli.

2

In order to optimize for superior and robust system performance and deliver cost-efficient solutions to set-top box manufacturers, semiconductor providers are integrating multiple functions into a single silicon package. These integrated solutions also require customized embedded software and field application support to ensure proper functionality and system level performance. The demands for cost-effective yet high-performance solutions are particularly strong in emerging markets. According to iSuppli, the market for semiconductors addressing set-top boxes manufactured in China totaled $995 million in 2012 and is expected to grow to $1,316 million in 2016, with sales of integrated semiconductor solutions outpacing the growth of the overall market from 2012 to 2016. This would represent a compound annual growth rate of 7% from 2012 to 2016.

Cloud Computing Market

Global data center IP traffic is expected to increase from 1.8 zettabytes, or 1.8 billion terabytes, in 2011 to 6.6 zettabytes in 2016, according to the Cisco Global Cloud Index published by Cisco System, Inc., or Cisco. This would represent a compound annual growth rate of 30% from 2011 to 2016. The proliferation of mobile devices, cloud-based software applications and streaming video pose significant challenges for network data centers. In addition, the rate at which data is being consumed is growing much faster than the rate of mobile device growth. The limited memory and processing speed of mobile devices has led to a majority of content viewed on mobile devices being accessed using cloud computing technology.

To meet the rising demands being placed on networks, data center operators have increased the number of servers within their facilities. In cloud computing environments where a significant number of memory-intensive applications are simultaneously being run on a server, the processing performance of CPUs is limited by the amount of memory available to the CPU. Additional memory capacity is required to ensure servers perform at optimal levels, which is critical for on-demand applications like cloud computing and virtualization. As a result, memory capacity is added to a server through the use of dual in-line memory modules, or DIMMs, which house dynamic random access memory, or DRAM. Memory performance is enhanced through the use of interface devices called memory buffers that efficiently facilitate the rapid flow of data between the CPU and memory. As the number of cores in the CPU increases, the number of DIMMs required to achieve higher performance also increases. The need for greater amounts of DRAM to support high performance computing is expected to drive the development of higher capacity DIMMs, where a greater amount of gigabit storage is placed on a single DIMM. The memory content within the overall server market is expected to grow to $3,129 million in 2016, according to Gartner Inc., or Gartner. This would represent a compound annual growth rate of 22% from 2012 to 2016. In addition, memory is expected to become a larger percentage of the server semiconductor total addressable market, increasing from 13.8% in 2012 to 21.2% in 2016, according to Gartner. Based on our knowledge gained through qualification processes with CPU and memory module manufacturers, we believe higher capacity DIMMs with memory densities equal to or above 32 gigabits will require the use of LRDIMM technology to ensure the highest server performance. Furthermore, we expect that new server platforms will need to expand the capacity for the number of DIMMs to address the increasing amount of data being transmitted over public and private networks. The number of machines using LRDIMM is expected to grow from 2.3 million in 2014 to 3.1 million in 2016, while the average number of LRDIMMs used on a single machine is expected to grow from 4.8 in 2014 to 18.3 in 2016, according to Jon Peddie Research. The increase in number of machines using LRDIMMs and average number of LRDIMMs per machine is expected to drive rapid growth in the potential available market for LRDIMM chipsets, which Jon Peddie Research estimates will increase from up to $312 million in 2014 to as much as $1,958 million in 2016. This would represent a compound annual growth rate of 151% from 2014 to 2016.

The rise of computing power in a server also drives a significant increase in the energy costs required to operate the server. Therefore, data center operators are increasingly focused on the power efficiency of each component within a server system and ascribe significant value to low power solutions that can drive energy savings without compromising performance. Moreover, CPU manufacturers create technology platforms that

3

server OEMs use as the basis for their server design. A CPU manufacturer sets the specifications for many of the key components to be used in each generation of its server platforms. In the case of memory interface solutions for DIMMs, CPU manufacturers impose strict guidelines and generally qualify only a few vendors to provide memory interface solutions for their server platforms. With each new server platform released by CPU manufacturers, providers of memory interface solutions must be validated for use on the new platform. As such, the increased technical requirements for memory interface solutions not only create higher degrees of complexity and greater requirements for performance, signal integrity and low power on the newer generation memory buffers, but also limit the number of participants in the market for memory interface solutions.

Key Requirements of Our Target Markets

Within the home entertainment market, set-top box manufacturers in emerging markets have the following critical needs which must be addressed when identifying semiconductor solutions for their products:

• integration;

• high level of field support;

• exceptional performance and signal processing in challenging environments;

• embedded software and comprehensive system-level solutions;

• cost effectiveness; and

• ease of manufacture.

Within the cloud computing market, server OEMs have the following critical needs which must be addressed when identifying memory interface solutions for their products:

• high performance and low power;

• signal integrity; and

• built-in self-test capability.

To successfully compete in the home entertainment and cloud computing markets, semiconductor providers must possess strong design capabilities in both analog and mixed-signal technologies as well as system level design expertise. In addition, design solutions must effectively meet the foregoing requirements and offer an attractive value proposition for set-top box manufacturers, memory module manufacturers and server OEMs alike.

Our Solutions

We design, develop and market a range of analog and mixed-signal semiconductor solutions for set-top boxes targeting emerging markets as well as memory interface solutions for the cloud computing markets. Our solutions comprise one or more analog and mixed-signal semiconductors combined with field application and other support services.

We market a range of high performance and multi-standard compliant HDTV and SDTV semiconductor solutions for set-top boxes, including tuners, demodulators and decoders as well as integrated solutions with customized software and support. We provide an integrated solution by combining our RF and analog hardware design with customized software. Our integrated solutions can combine tuner, demodulator and decoding technology in a single semiconductor solution. We believe our set-top box solutions deliver high performance because we offer strong signal processing capabilities which address the challenges that are commonly found in emerging markets, where the limited and often substandard broadcast network infrastructure requires more robust

4

signal processing and performance capabilities than required in developed markets. We support our solutions with our extensive team of field application engineers who are geographically close to our customers and work extensively to deepen our customer relationships. We offer set-top box solutions for satellite, cable and terrestrial broadcasts, with a particular strength in satellite and cable set-top boxes aimed at emerging markets.

By combining our expertise in high performance, low power mixed-signal semiconductor design technologies and other support services, we have designed and developed advanced memory interface solutions that provide high performance and low power consumption for use in data center servers for the cloud computing market. We design our memory interface solutions in close collaboration with our memory module manufacturer end customers as well as server OEMs and CPU manufacturers to meet required design specifications. We believe our memory interface solutions are high performance, because they can achieve better signal integrity than the competitors in our market, which allow our solutions to efficiently operate at higher speeds thereby increasing memory capacity and improving server performance. Additionally, our built-in self-test capabilities help our memory module manufacturer customers and server OEMs to rapidly validate memory performance.

Competitive Strengths

We believe the following strengths differentiate us from our competitors and are key drivers of our success:

• High performance, low power analog and mixed-signal technology platform. Our technology platform is built upon our foundation of high performance, low power expertise and consists of a versatile and comprehensive set of hardware and software building blocks that serve both our home entertainment and cloud computing markets. For example, in the cloud computing market, we are currently one of two LRDIMM memory buffer suppliers validated by Intel Corporation for DDR3 technology, the most prevalent industry standard for memory integrated circuits used in servers.

• Deep technology expertise. Our research and development team of 290 professionals, of which 141 have advanced degrees, has extensive digital signal processing, radio frequency and analog and mixed-signal design experience and includes engineers who have participated in the development of key industry standards such as JEDEC and MPEG. Our core system-level expertise and understanding of system requirements enables us to optimize our product roadmap and identify attractive opportunities.

• High levels of integration. We believe our integrated solutions result in superior performance and lower material and manufacturing costs for our customers, enhancing our attractive value proposition. Our integrated solutions have significant advantages over competing discrete products such as improving signal integrity, reducing size and ultimately driving superior system performance. We believe that the enhanced performance and cost-effectiveness created by the high level of integration in our solutions allows us to deliver increased value to our end customers, which increases customer loyalty and positions us to benefit from demand for future product upgrades from end customers.

• Close collaboration and relationships with customers and industry participants. Our extensive customer interaction, in particular through support provided by our field application engineers, combined with our deep understanding of our customers’ needs, fosters customer loyalty and increases visibility of evolving customer requirements and market opportunities within our business. Our close proximity to our customers, which are primarily located in Asia, also provides us with a better understanding of local system requirements and allows us to achieve faster time to market with our solutions.

• Broad customer base and attractive market opportunities in home entertainment. We have sold our solutions principally through distributors to over 150 set-top box manufacturers worldwide. Our key customers include nine of the ten largest set-top box manufacturers in China, who manufacture products optimized for end users in emerging markets.

• Well positioned to capitalize on opportunities in cloud computing. We believe we offer the highest performance and lowest-power memory interface solutions for memory-intensive cloud computing

5

applications. We are currently one of two LRDIMM suppliers validated by Intel Corporation for DDR3 technology, the most prevalent industry standard for memory integrated circuits used in servers, and have sold our memory interface solutions to the world’s four largest DRAM manufacturers and the world’s largest third-party DRAM module supplier.

Growth Strategy

We believe we can continue to grow our revenue by executing on the following strategies:

• Invest to maintain technology leadership position across product lines. We intend to continue our focus on retaining and attracting high quality engineering staff and investing in our intellectual property portfolio to further extend our leading high performance, low power technologies in our markets.

• Strengthen our relationships with customers and industry participants. We intend to continue to build upon and strengthen our collaborative relationships to increase our customers’ dependence on us and drive greater demand for our solutions, as well as to continue participating in the development of key industry standards to better align our future roadmap.

• Expand product offering and market share in home entertainment for emerging markets. We will continue to leverage our engineering expertise to grow our market share in the globally fragmented home entertainment market. We also intend to continue to introduce solutions with higher levels of product functionality and integration, as we seek to increase our average selling price per set-top box by providing more integrated solutions.

• Continue to position ourselves for growth in the cloud computing market. We intend to further penetrate our existing customer base and collaborate with new memory module partners to increase our revenue. We also intend to further develop our partnership with leading CPU manufacturers and remain aligned with their server and next generation technology roadmaps.

Risk Factors

We are subject to a number of risks, including risks that may prevent us from achieving our business objectives or may adversely affect our business, financial condition, results of operations, cash flows and prospects. You should carefully consider these risks, including all of the risks discussed in the section entitled “Risk Factors,” beginning on page 11 of this prospectus, before investing in our ordinary shares. Risks relating to our business relate to, among other things:

• Our ability to sustain our recent revenue growth rates;

• Our ability to sustain or increase our profitability in the future;

• Our ability to develop and maintain relationships with key industry and technology leaders to enhance our solution offerings and market position;

• Changes to industry standards and technical requirements relevant to our solutions and markets;

• The rapidly evolving and intensely competitive nature of our markets;

• Our ability to continuously develop new and enhanced solutions to meet changing market conditions;

• Our reliance on third parties to manufacture, package, assemble and test the semiconductor products comprising our solutions;

• Our lengthy sales cycles, which could result in uncertainty and delays in generating revenue;

• Our ability to adequately protect our intellectual property rights; and

• Government policies that could have a material adverse effect on our results of operations.

6

Corporate Information

We are a Cayman Islands company and conduct our business primarily through our wholly owned operating subsidiaries in China, Hong Kong and the United States. Our principal executive office is located at Room A1601, Technology Building, 900 Yi Shan Road, Xuhui District, Shanghai 200233, China and our telephone number is +86 (21) 6128-5678. Our website address is www.montage-tech.com. We do not incorporate the information contained on, or accessible through, our website into this prospectus, and you should not consider it part of this prospectus.

“Montage Technology” and our logo are our trademarks. All other trademarks and trade names appearing in this prospectus are the property of their respective owners. We do not intend our use or display of other parties’ trademarks, trade names or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

7

THE OFFERING

Ordinary shares offered by us	shares
Ordinary shares offered by the selling shareholders	shares
Ordinary shares outstanding immediately after this offering	shares (                      shares if the over-allotment option is exercised in full)
Over-allotment option	We have granted to the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an aggregate of additional ordinary shares at the initial public offering price, less underwriting discounts and commissions, solely to cover over-allotments of ordinary shares, if any.
Use of proceeds	We intend to use the net proceeds from this offering for general corporate purposes, including working capital and capital expenditures. See “Use of Proceeds.”
Directed Share Program	At our request, the underwriters have reserved for sale, at the public offering price, up to five percent of the shares offered by us to certain of our directors, officers, employees, business associates and related persons through a directed share program. We do not know if these persons will choose to purchase all or any portion of these reserved shares, but any purchases they make will reduce the number of shares available to the general public.
Risk factors	Investing in our ordinary shares involves a high degree of risk. You should carefully read the information set forth under “Risk Factors” beginning on page 11 of this prospectus, together with all of the other information set forth or incorporated by reference in this prospectus, before deciding to invest in our ordinary shares.
Proposed NASDAQ Global Market Symbol	“MONT”

The number of ordinary shares that will be outstanding immediately after this offering:

• is based upon 12,452,822 ordinary shares outstanding as of July 31, 2013;

• assumes the conversion of all outstanding preferred shares as of the date of this prospectus into an aggregate of 40,408,994 ordinary shares immediately upon the completion of this offering; and

• excludes 9,363,733 ordinary shares issuable upon the exercise of options granted under our 2006 Share Incentive Plan outstanding as of July 31, 2013.

8

SUMMARY CONSOLIDATED FINANCIAL DATA

The following table sets forth our summary consolidated financial data for the periods and as of the dates indicated. Our summary consolidated financial data for each of the years ended December 31, 2010, 2011 and 2012 have been derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. Our summary consolidated financial data for the six months ended June 30, 2012 and 2013 and summary consolidated balance sheet data as of June 30, 2013 have been derived from our unaudited consolidated financial statements, which are included elsewhere in this prospectus. Our unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which consist only of normal recurring adjustments, necessary for the fair statement of those unaudited consolidated financial statements.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. The following summaries of our consolidated financial data for the periods presented should be read in conjunction with “Risk Factors,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, which are included elsewhere in this prospectus.

	Year Ended December 31,									Six Months Ended June 30,
	2010			2011			2012			2012		2013
	(in thousands, except share and per share data)									(unaudited)
Summary Statement of Operations Data:
Revenue	$	29,078		$	50,338		$	78,245		$	33,937	$	45,392
Cost of revenue(1)		(21,248	)		(22,840	)		(31,736	)		(13,691)		(16,589	)
Gross profit		7,830			27,498			46,509			20,246		28,803
Operating expense:
Research and development(1)		(11,078	)		(13,651	)		(17,568	)		(8,469)		(12,473	)
Sales, general and administrative(1)		(5,046	)		(5,895	)		(9,792	)		(3,232)		(6,801	)
Total operating expense		(16,124	)		(19,546	)		(27,360	)		(11,701)		(19,274	)
Income (loss) from operations		(8,294	)		7,952			19,149			8,545		9,529
Interest income (expense), net		(44	)		(36	)		207			4		302
Fair value change in warrant liability		(37	)		—			—			—		—
Other income (expense), net		(114	)		(307	)		153			233		(87	)
Income (loss) before income taxes		(8,489	)		7,609			19,509			8,782		9,744
Provision for income tax		(54	)		(2,637	)		(1,228	)		(553)		(972	)
Net income (loss)	$	(8,543	)	$	4,972		$	18,281		$	8,229	$	8,772
Net income (loss) attributable to ordinary shareholders—Basic	$	(11,056	)	$	77		$	3,114		$	1,357	$	1,558
Net income (loss) per share:
Basic	$	(1.06	)	$	0.01		$	0.29		$	0.13	$	0.14
Diluted	$	(1.06	)	$	0.01		$	0.26		$	0.12	$	0.12
Weighted-average shares used in computing net income (loss) per share:
Basic		10,393,746			10,650,479			10,798,107			10,735,327		11,496,089
Diluted		10,393,746			14,810,976			15,916,704			15,617,434		16,430,914

9

(1) Includes share-based compensation as follows:

	Year Ended December 31,						Six Months Ended June 30,
	2010		2011		2012		2012		2013
	(in thousands)						(unaudited)
Cost of revenue	$	31	$	13	$	19	$	10	$	28
Research and development		358		356		497		210		578
Sales, general and administrative		389		262		473		169		688
Total share-based compensation	$	778	$	631	$	989	$	389	$	1,294

The following summary consolidated balance sheet data table shows a summary of our balance sheet data as of June 30, 2013:

• on an actual basis;

• on a pro forma basis, giving effect to the automatic conversion of all outstanding convertible preferred shares into 40,408,994 ordinary shares; and

• on a pro forma as adjusted basis to reflect, in addition, the sale by us of ordinary shares in this offering at an assumed initial public offering price of $             per share, the midpoint of the price range listed on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

	As of June 30, 2013
	Actual			Pro Forma		Pro Forma as Adjusted
	(unaudited)			(unaudited)		(unaudited)
	(in thousands)
Summary Balance Sheet Data:
Cash and cash equivalents	$	13,921		$	13,921
Working capital		42,124			42,124
Total assets		64,592			64,592
Total liabilities		20,660			20,660
Convertible preferred shares		54,400			—
Total shareholders’ equity/(deficit)		(10,468	)		43,932

10

RISK FACTORS

An investment in our ordinary shares involves significant risks. You should carefully consider all of the information in this prospectus, including the risk factors described below, before making an investment in our ordinary shares. The following risk factors describe conditions, circumstances or uncertainties that create or enhance risks to our business, financial condition and results of operations or otherwise to the value of your investment in our ordinary shares. Any of these risks could result in a decline in the market price of our ordinary shares, in which case you could lose all or part of your investment.

Risk Factors Related to Our Business and Our Industry

We may be unable to sustain our recent revenue growth rates.

We experienced significant growth in revenue and profits in 2011 and 2012. Our revenue increased from $29.1 million in 2010 to $78.2 million in 2012, while our net income (loss) improved from a net loss of $8.5 million in 2010 to net income of $5.0 million in 2011 and to $18.3 million in 2012. In the six months ended June 30, 2013, we recorded $45.4 million in revenue and $8.8 million in net income, which increased from $33.9 million in revenue and $8.2 million in net income in the six months ended June 30, 2012. We may not achieve similar rates of growth in future periods. You should not rely on our results of operations for any prior quarterly or annual periods as an indication of our future performance. Our future revenue growth rate will depend in particular on the success of our memory interface solutions. In 2012 and the six months ended June 30, 2013, our memory interface solutions generated $4.6 million and $4.3 million in revenue and we may not be successful in growing our revenue from our memory interface solutions. If our revenue growth slows significantly or decreases, the market price of our ordinary shares may decline.

We have a history of losses, have only recently become profitable and may not sustain or increase profitability in the future which may cause the market price of our ordinary shares to decline.

We first became profitable on an annual basis in 2011. We incurred significant net losses prior to that year. As of June 30, 2013, we had an accumulated deficit of $15.6 million. We currently expect to increase our expense levels to support our business growth. Therefore, to sustain or increase profitability, we will need to grow our revenue. If our expenditures do not result in increased revenue growth or there is a significant time lag between these expenses and our revenue growth, we may experience net losses in the future. Because many of our expenses are fixed in the short term, or are incurred in advance of anticipated sales, we may not be able to decrease our expenses in a timely manner to offset any shortfall of revenue. Any incurrence of net losses in the future could cause the market price of our ordinary shares to decline.

We rely on our relationships with industry and technology leaders to enhance our solution offerings and market position, and our inability to continue to develop or maintain such relationships in the future would harm our ability to remain competitive.

We develop our semiconductor solutions for applications in systems that are driven by industry and technology leaders, in particular for our memory interface solutions. In the cloud computing market, CPU manufacturers create technology platforms that memory module manufacturers and server OEMs use as the basis for their products and solutions. A CPU manufacturer sets the specifications for many of the key components to be used on each generation of its server platforms. In the case of our memory interface solutions, CPU manufacturers impose strict guidelines and generally qualify only a few vendors to provide memory interface solutions for their server platforms. With each new server platform released by CPU manufacturers, providers of memory interface solutions must be validated for use on the new platform. In addition, we must work closely with memory module manufacturers to ensure our memory interface solutions become qualified for use with their memory modules. As a result, maintaining close relationships with leading CPU manufacturers and memory module manufacturers is crucial to the long-term success of our memory interface solutions business. If our relationships with key industry participants were to deteriorate or if our solutions were not qualified by CPU manufacturers, our market position and sales could be materially adversely affected.

11

Changes to industry standards and technical requirements relevant to our solutions and markets could adversely affect our business, results of operations and prospects.

Our solutions comprise only a part of larger electronic systems. All solutions incorporated into these systems must comply with various industry standards and technical requirements created by regulatory bodies or industry participants in order to operate efficiently together. Industry standards and technical requirements in our markets are evolving and may change significantly over time. For our set-top box solutions, the industry standards are typically set by government regulators and vary by country. Such standards can sometimes change or additional standards may be added with limited advance notice. For memory interface solutions, the industry standards are developed by JEDEC, an industry trade organization. In addition, large industry-leading semiconductor and electronics companies play a significant role in developing standards and technical requirements for the product ecosystems within which our memory interface solutions can be used. Our end customers also may design certain specifications and other technical requirements specific to their products and solutions. These technical requirements may change as the end customer introduces new or enhanced products and solutions.

Our ability to compete in the future will depend on our ability to identify and ensure compliance with evolving industry standards and technical requirements. The emergence of new industry standards and technical requirements could render our solutions incompatible with solutions developed by other suppliers or make it difficult for our solutions to meet the requirements of certain of our end customers in both the home entertainment and cloud computing markets. As a result, we could be required to invest significant time and effort and to incur significant expense to redesign our solutions to ensure compliance with relevant standards and requirements. If our solutions are not in compliance with prevailing industry standards and technical requirements for a significant period of time, we could miss opportunities to achieve crucial design wins, our revenue may decline and we may incur significant expenses to redesign our solutions to meet the relevant standards, which could adversely affect our business, results of operations and prospects.

Our business would be adversely affected by the departure of existing members of our senior management team and other key personnel.

Our success depends, in large part, on the continued contributions of our senior management team, in particular, the services of Dr. Howard C. Yang, our Chairman of the Board and Chief Executive Officer, and Stephen Tai, our President and director, as well as other senior management. The loss of any member of our senior management team or key personnel could harm our ability to implement our business strategy and respond to the rapidly changing market conditions in which we operate.

Our results of operations can fluctuate from period to period, which could cause our share price to fluctuate.

Our results of operations have fluctuated in the past and may fluctuate from period to period in the future due to a variety of factors, many of which are beyond our control. Factors relating to our business that may contribute to these fluctuations include the following factors, as well as other factors described elsewhere in this prospectus:

• the receipt, reduction, delay or cancellation of orders by customers;

• the gain or loss of significant customers;

• the timing and success of our launch of new solutions and launches of new solutions by our competitors;

• market acceptance of our solutions and our customers’ products;

• the timing and extent of research and development costs, and in particular tape-out costs;

• fluctuations in sales by and inventory levels of module manufacturers who incorporate our semiconductor solutions in their products, such as memory modules;

• cyclical and seasonal fluctuations in our markets;

• the timing of receiving government subsidies;

12

• fluctuations in our manufacturing yields;

• significant warranty claims, including those not covered by our contract manufacturer;

• changes in our revenue mix; and

• loss of key personnel or the inability to attract qualified engineers.

The semiconductor industry has been highly cyclical in the past and our markets may experience significant cyclical fluctuations in demand as a result of changing economic conditions, budgeting and buying patterns of customers and others factors. As a result of the various potential factors affecting demand for our products and our results of operations in any given period, the results of any prior quarterly or annual periods should not be relied upon as indicative of our future revenue or operating performance. Fluctuations in our revenue and operating results could cause our share price to decline.

The markets for our semiconductor solutions are evolving, and changing market conditions, such as the introduction of new technologies or changes in customer preferences, may negatively affect demand for our solutions. If we fail to properly anticipate or respond to changing market conditions, our business prospects and results of operations will suffer.

Our solutions are used in the technologically advanced and rapidly evolving home entertainment and cloud computing markets. The technologies used in these markets are constantly being improved and new technologies that compete with existing technologies may be developed. Furthermore, the home entertainment market, and in particular the market for our set-top box solutions, is highly fragmented and subject to changes in viewer preferences, customer requirements and technical standards. In the cloud computing market, and in particular the market for our memory interface solutions, technology advancements are continuously underway, such as the advancements in memory technology from DDR2 to DDR3 and DDR4. Industry analysts have different opinions on how fast and how large these markets will grow. New technologies may be introduced that make the current technologies that our solutions utilize less competitive or obsolete. Due to the evolving nature of our markets, our future success depends on our ability to accurately anticipate and respond to changes in technologies, consumer preferences and other market conditions. Any decrease in demand for our set-top box and memory interface solutions, or set-top box and memory interface solutions in general, due to the emergence of competing technologies, changes in customer preferences and requirements or other factors, could adversely affect our business, results of operations and prospects.

We must continuously develop new and enhanced solutions, and if we are unable to successfully market our new and enhanced solutions that we have incurred significant expenses developing, our results of operations and financial condition will be materially adversely affected.

In order to compete effectively in our markets, we must continually design, develop and introduce new and improved solutions with improved features in a cost-effective manner in response to changing technologies and market demand. This requires us to devote substantial financial and other resources to research and development. In the home entertainment market, in response to market trends, we have focused on providing more integrated and customized solutions and are enhancing our offerings of HDTV solutions. In the memory interface market, we are developing next-generation DDR4 memory interface solutions, which we expect to be one of the drivers of our revenue growth in the future. However, we may not be successful developing and marketing these new and enhanced solutions. In particular in the memory interface market, we have generated limited revenue from sales of our memory interface solutions through 2012. While we expect revenue from our memory interface solutions to grow, we may not be able to increase our market share in this globally competitive market. Moreover, achieving and maintaining Intel validation for our advanced memory buffers, in particular our LRDIMM memory buffer for DDR4, is extremely important to our future market position and the prospects of our memory interface solutions business as the server OEMs who adopt Intel’s server platforms will only purchase components of their servers from Intel validated vendors. There is no assurance we will achieve or maintain such validations. If we are unable to successfully develop and market our new and enhanced solutions that we have incurred significant expenses developing, our results of operations and financial condition will be materially and adversely affected.

13

Average selling prices of our solutions have historically decreased over time and will likely continue to do so, which could negatively affect our revenue and margins.

Historically, the semiconductor solutions that we sell have experienced declining average selling prices over their life cycle. The rate at which the average selling price declines may be affected by a number of factors, including relative supply and demand, the level of competition, production costs and technological changes. As a result of the general trend of decreasing average selling prices of our semiconductor solutions following their launch, our ability to grow or maintain our margins depends on our ability to introduce new or enhanced solutions with higher average selling prices and to reduce our per-unit cost of sales and operating costs. However, our new or enhanced solutions may not be as successful or enjoy as high margins as we expect. If we are unable to offset any reductions in the average selling prices by introducing new solutions with higher average selling prices or reducing our costs, our revenue and margins will be negatively affected and may decrease.

We face intense competition and expect competition to increase in the future. If we fail to compete effectively, our revenue growth and results of operations will be materially adversely affected.

The markets in which we operate are highly competitive. We compete with numerous domestic and international semiconductor companies, many of which have greater financial and other resources with which to pursue technology development, product design, manufacturing, marketing and sales and distribution of their products. Currently, our competitors range from large, international companies offering a wide range of semiconductor solutions to smaller companies specializing in set-top box or memory interface solutions. Our primary competitors in the set-top box market include semiconductor companies that sell to emerging markets such as HiSilicon Technologies Co., Ltd., ALi Corporation, RDA Microelectronics, Inc., Airoha Technology Corporation and STMicroelectronics NV, as well as smaller semiconductor design companies based in China. Our competitors in the memory interface market include Inphi Corporation, Integrated Device Technology, Inc. and Texas Instruments Inc. We expect that as the markets for our solutions grow, new entrants will enter these markets and existing competitors may make significant investments to compete more effectively against us. As the emerging markets to which we sell our set-top box solutions become developed markets, leading semiconductor companies focusing on developed markets may increasingly enter our target markets.

Our ability to compete successfully depends on factors both within and outside of our control, including:

• the functionality and performance of our solutions and those of our competitors;

• our relationship with our end customers and other industry participants;

• prices of our solutions and prices of our competitors’ products;

• our reputation and ability to provide satisfactory customer support;

• our research and development capabilities to provide innovative solutions;

• our ability to retain high-level talent, including our management team and engineers; and

• the actions of our competitors, including merger and acquisition activity, launches of new products and other actions that could change the competitive landscape.

Intense competition could result in pricing pressure, reduced revenue and profitability and loss of market share, any of which could materially and adversely affect our business, results of operations and prospects. In the event of a market downturn, competition in the markets in which we operate may intensify as our customers reduce their purchase orders. During market downturns, our competitors that are significantly larger and have greater financial, technical, marketing, distribution, customer support and other resources or more established market recognition than us may be better positioned to accept lower prices and withstand adverse economic or market conditions.

14

We rely on third parties to manufacture, package, assemble and test the semiconductor products comprising our solutions, which exposes us to a number of risks, including reduced control over manufacturing and delivery timing and potential exposure to price fluctuations, which could result in a loss of revenue or reduced profitability.

As a fabless semiconductor company, we outsource the manufacturing, packaging, assembly and certain testing of our semiconductor solutions to third-party foundries and assembly and testing service providers. We generally use a single foundry for the production of each semiconductor product comprising our set-top box and memory interface solutions. In 2012, we outsourced the manufacturing to three different foundries, Semiconductor Manufacturing International Corporation in China, Fujitsu Semiconductor Limited in Japan and United Microelectronics Corporation in Taiwan. Our assembly and testing contractors in 2012 were Siliconware Precision Industries Co., Ltd. in Taiwan and STATS ChipPAC Ltd. in Singapore and Korea.

Relying on third-party manufacturing, assembly and testing presents a number of risks, including but not limited to:

• capacity shortages during periods of high demand;

• reduced control over delivery schedules, inventories and quality;

• the unavailability of, or potential delays in obtaining access to, key process technologies;

• the inability to achieve required production or test capacity and acceptable yields on a timely basis;

• misappropriation of our intellectual property;

• limited warranties on wafers or products supplied to us; and

• potential increases in prices.

We currently do not have long-term supply contracts with any of our third-party contract manufacturers, and we typically negotiate pricing on a per-purchase order basis. Therefore, they are not obligated to perform services or supply product to us for any specific period, in any specific quantities, or at any specific price, except as may be provided in a particular purchase order. During periods of high demand and tight inventories, our third-party foundries and assembly and testing contractors may allocate capacity to the production of other companies’ products while reducing deliveries to us, or significantly raise their prices. In particular, they may allocate capacity to other customers that are larger and better financed than us or that have long-term agreements, decreasing the capacity available to us. Shortages of capacity available to us may be caused by the actions of their other large customers that may be difficult to predict, such as major product launches. If we need another foundry or assembly and test contractor because of increased demand, or if we are unable to obtain timely and adequate deliveries from our providers, we might not be able to cost effectively and quickly retain other vendors to satisfy our requirements. In the event that we need to shift the production of a solution to a different contract manufacturer, it may take approximately nine to 12 months to allow a smooth transition from our current foundry or assembly services provider to the new provider. Such a transition might require a qualification process by our end customers.

We purchase from our manufacturing contractors based on our estimates of end customers’ demand, and if our estimates are incorrect our results of operations could be materially adversely impacted.

Our sales are made on the basis of purchase orders rather than long-term purchase contracts. We place orders with our third party foundries and service providers for manufacturing, assembling and testing our semiconductor products according to our estimates of customer demand several months prior to the anticipated delivery date to our distributor or end customer. This process requires us to make multiple demand forecast assumptions with respect to our end customers’ demands in advance of actual purchase orders. We might misestimate demand due to unforeseen changes in market conditions, incomplete or inaccurate customer and market information or other factors within and outside of our control. If we overestimate customer demand, we may purchase products from our third-party contractors that we may not be able to sell and may over-budget company operations, which could result in decreases in our prices or write-downs of unsold inventory.

15

Conversely, if we underestimate customer demand or if sufficient manufacturing capacity were unavailable, we would lose out on sales opportunities and could lose market share or damage our customer relationships.

Our costs may increase substantially if our third-party manufacturing contractors do not achieve satisfactory product yields or quality.

The wafer fabrication process is an extremely complicated process where small changes in design, specifications or materials can result in material decreases in product yields or even the suspension of production. From time to time, the third-party wafer foundries that we contract to manufacture the semiconductor products comprising our solutions may experience manufacturing defects and reduced manufacturing yields related to errors or problems in their manufacturing processes or the interrelationship of their processes with our designs. In some cases, our third-party wafer foundries may not be able to detect these defects early in the fabrication process or determine the cause of such defects in a timely manner.

Generally, in pricing our solutions, we assume that manufacturing yields will continue to improve, even as the complexity of our solutions increases. Once our solutions are initially qualified with our third-party wafer foundries, minimum acceptable yields are established. We are responsible for the costs of the wafers if the actual yield is above the minimum. If actual yields are below the minimum we are not required to purchase the wafers. Typically, minimum acceptable yields for our new solutions are generally lower at first and gradually improve as we achieve full production. Unacceptably low product yields or other product manufacturing problems could substantially increase the overall production time and costs and adversely impact our operating results on sales of our solutions. Product yield losses will increase our costs and reduce our gross margin. In addition to significantly harming our operating results and cash flow, poor yields may delay shipment of our solutions and harm our relationships with existing and potential customers.

Our sales cycle can be lengthy, which could result in uncertainty and delays in generating revenue.

As we sell highly integrated solutions with customized software and support, our sales cycle for our set-top box solutions from initial engagement to volume production may take a prolonged period of time, typically several months to one year. For our memory interface solutions, our sales cycle can include working with our customers and other industry participants for up to two years or more on product development before we achieve design wins. Any delays in these lengthy sales cycles increase the risk that a customer will decide to cancel, curtail, reduce or delay its product plans or adopt a competing design or solution from one of our competitors, causing us to lose anticipated revenue. In addition, any delay or cancellation of an end customer’s plans could materially and adversely affect our financial results, as we may have incurred significant expense without generating any revenue. Finally, our end customers’ failure to successfully market and sell their products could reduce demand for our solutions and materially and adversely affect our business, results of operations and prospects. If we were unable to generate revenue after incurring substantial expenses during our sales efforts, our results of operations would suffer.

If we fail to achieve initial design wins for our solutions, we may lose the opportunity for sales to customers for a significant period of time and be unable to recoup our investments in our solutions.

We expend considerable resources in order to achieve design wins for our solutions, especially our new solutions and solution enhancements. Once a customer designs a semiconductor solution into its product, it is likely to continue to use the same semiconductor solution or enhanced versions of that solution from the same supplier across a number of similar and successor products for a lengthy period of time due to the significant costs associated with qualifying a new supplier and potentially redesigning the product to incorporate a different semiconductor solution. If we fail to achieve an initial design win in a customer’s qualification process, we may lose the opportunity for significant sales to that customer for a number of its products and for a lengthy period of time. This may cause us to be unable to recoup our investments in our solutions, which would harm our business.

16

Our customers require our solutions and our third-party contractors to undergo a lengthy and expensive qualification process. If we are unsuccessful or delayed in qualifying any of our solutions with a customer, our business and operating results would suffer.

Prior to selecting and purchasing our solutions, our end customers typically require that our solutions undergo extensive qualification processes, which involve testing of our solutions in the customers’ systems, as well as testing for reliability. This qualification process may continue for several months for our set-top box solutions. Our memory interface solutions must obtain qualification with our memory module manufacturer customers as well as CPU manufacturers. The qualification process for our memory interface solutions can take multiple years. However, obtaining the requisite qualifications for a solution does not assure any sales of the solution. Even after successful qualification and sales of a solution to an end customer, a subsequent revision in our third party contractors’ manufacturing process or our selection of a new contract manufacturer may require a new qualification process, which may result in delays and in our holding excess or obsolete inventory. After our solutions are qualified and selected, it can take several months or more before the customer commences volume production of systems that incorporate our solutions. Despite these uncertainties, we devote substantial resources, including design, engineering, sales, marketing and management efforts, to qualifying our solutions with customers in anticipation of sales. If we are unsuccessful or delayed in qualifying any of our solutions with a customer, sales of those solutions to the customer may be precluded or delayed, which may impede our growth and cause our business to suffer.

We have generated a substantial majority of our revenue from sales through three independent distributors, which subjects us to a number of risks.

We have sold a substantial majority of our set-top box solutions to end customers through three independent distributors, LQW Technology Company Limited, Qinuo International Co., Ltd. and China Electronic Appliance Shenzhen Co., Ltd. Sales through these three distributors accounted for 50%, 18% and 9%, respectively, of our total revenue in 2012 and 67%, 11% and 8%, respectively, of our total revenue in the six months ended June 30, 2013. As of June 30, 2013, we had $8.3 million of accounts receivable, 78% of which was due from LQW Technology Company Limited. We typically collect the accounts receivable from each distributor within one month following billing. We typically enter into distribution agreements with our distributors, with each distributor covering a defined customer base and/or geographic area. In addition, our distribution agreements are typically negotiated and entered into on an annual basis and prohibit the distributor from selling products or solutions competing with ours. If any of our distributors were to default on its obligations and fail to pay our invoices or ship our products in a timely fashion, we may be unable to collect our accounts receivable, recover our inventory, or complete sales to the customers who had placed orders through that distributor, and we may find it difficult to replace that distributor. In addition, our operating results and financial condition could be significantly disrupted by the loss of one or more of these distributors, or various factors outside of our control such as order cancellations or delays in shipment by one or more of these distributors or the failure of any of these distributors to successfully sell our solutions.

The complexity of our solutions could result in undetected defects and we may be subject to warranty and product liability claims, which could result in a decrease in customers and revenue, unexpected expenses and loss of market share.

Our solutions are incorporated into larger electronic equipment sold by our end customers. A solution usually goes through an intense qualification and testing period performed by our customers before being used in production. We primarily outsource our solution testing to third parties and also perform some testing in our laboratories in Shanghai, Suzhou and Taiwan. We inspect and test parts, or have them inspected and tested in order to screen out parts that may be weak or potentially suffer a defect incurred through the manufacturing process. From time to time, we are may be subject to warranty or product liability claims that may require us to make significant expenditures to defend these claims or pay damage awards.

17

Generally, our agreements seek to limit our liability to the replacement of the part or to the revenue received for the solution, but these limitations on liability may not be effective or sufficient in scope in all cases. In addition, we do not maintain any product liability insurance. If an end customer’s equipment fails in use, the end customer may incur significant monetary damages including an equipment recall or associated replacement expenses, as well as lost revenue. The end customer may claim that a defect in our solution caused the equipment failure and assert a claim against us to recover monetary damages. The process of identifying a defective or potentially defective solution in systems that have been widely distributed may be lengthy and require significant resources, and we may incur significant replacement costs and contract damage claims from our end customers as well as harm to our reputation. Defects in our solutions could harm our relationships with our customers and damage our reputation. Customers may be reluctant to buy our solutions, which could harm our ability to retain existing customers and attract new customers and our financial results. In addition, the cost of defending these claims and satisfying any arbitration award or judicial judgment with respect to these claims could harm our business prospects and financial condition.

We may not be able to adequately protect our intellectual property rights.

Our success depends in part upon our ability to protect our intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including patents, copyrights, trademarks and trade secrets in the United States, China and other jurisdictions. Effective protection of our intellectual property rights may be unavailable, limited or not applied for in some countries. Some of our solutions and technologies are not covered by any patent or patent application, as we do not believe patent protection of these solutions and technologies is critical to our business strategy at this time. A failure to timely seek patent protection on solutions or technologies generally precludes us from seeking future patent protection on these solutions or technologies. We cannot guarantee that:

• any of our present or future patents or patent claims will not lapse or be invalidated, circumvented, challenged or abandoned;

• our intellectual property rights will provide competitive advantages to us;

• our ability to assert our intellectual property rights against potential competitors or to settle current or future disputes will not be limited by our agreements with third parties;

• any of our pending or future patent applications will be issued or have the coverage originally sought;

• our intellectual property rights will be enforced in jurisdictions where competition may be intense or where legal protection may be weak;

• any of the trademarks, copyrights, trade secrets or other intellectual property rights that we presently employ in our business will not lapse or be invalidated, circumvented, challenged or abandoned; or

• we will not lose the ability to assert our intellectual property rights against or to license our technology to others and collect royalties or other payments.

In addition, our competitors or others may design around our protected patents or technologies. In addition to registered patents, we also rely on contractual protections with our customers, suppliers, distributors, employees and consultants, and we implement security measures designed to protect our trade secrets. However, we cannot assure you that these contractual protections and security measures will not be breached, that we will have adequate remedies for any such breach or that our suppliers, employees or consultants will not assert rights to intellectual property arising out of such contracts.

Monitoring unauthorized use of our intellectual property is difficult and costly. In addition, intellectual property rights and confidentiality protection in China is generally considered less effective than in the United States or other developed countries. Unauthorized use of our intellectual property may have occurred or may occur in the future. Although we have taken steps to minimize the risk of this occurring, any such failure to identify unauthorized use and otherwise adequately protect our intellectual property would adversely affect our business.

18

Moreover, if we are required to commence litigation, whether as a plaintiff or defendant, not only would this be time-consuming, but we would also be forced to incur significant costs and divert our attention and efforts of our employees, which could, in turn, result in lower revenue and higher expenses. If we pursue litigation to assert our intellectual property rights, an adverse decision in any of these legal actions could limit our ability to assert our intellectual property rights, limit the value of our technology or otherwise negatively impact our business, financial condition and results of operations.

We may face claims of intellectual property infringement, which could be time-consuming, costly to defend or settle, result in the loss of significant rights, harm our relationships with our customers and distributors, or otherwise materially adversely affect our business, financial condition and results of operations.

The semiconductor industry is characterized by companies that hold patents and other intellectual property rights and that vigorously pursue, protect and enforce intellectual property rights. From time to time, third parties may assert against us and our customers and distributors patent and other intellectual property rights to technologies that are important to our business.

Claims that our solutions, processes or technology infringe third-party intellectual property rights, regardless of their merit or resolution, could be costly to defend or settle and could divert the efforts and attention of our management and technical personnel. Infringement claims also could harm our relationships with our customers or distributors and might deter future customers from doing business with us. If any pending or future proceedings result in an adverse outcome, we could be required to:

• cease the manufacture, use or sale of the infringing solutions, processes or technology;

• pay substantial damages for infringement;

• expend significant resources to develop non-infringing solutions, processes or technology, which may not be successful;

• license technology from the third-party claiming infringement, which license may not be available on commercially reasonable terms, or at all;

• cross-license our technology to a competitor to resolve an infringement claim, which could weaken our ability to compete with that competitor; or

• pay substantial damages to our customers or end users to discontinue their use of or to replace infringing technology sold to them with non-infringing technology, if available.

Any of the foregoing results could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to attract, train and retain qualified design and technical personnel, we may not be able to execute our business strategy effectively.

Our future success depends on our ability to attract and retain qualified design and technical personnel. As the source of our technological and solution innovations, our design and technical personnel represent a significant asset. Historically, we have not encountered any difficulty in hiring qualified engineers. We do not know whether we will be able to retain all of these personnel as we continue to pursue our business strategy. The loss of the services of one or more of our key employees, especially our key design and technical personnel, or our inability to attract and retain qualified design and technical personnel, could harm our business, financial condition and results of operations.

Competition for personnel in the semiconductor technology field is intense, and the availability of suitable and qualified candidates is limited. We compete to attract and retain qualified research and development personnel with other semiconductor companies, universities and research institutions. Competition for these

19

individuals could cause us to offer higher compensation and other benefits to attract and retain them, which could materially and adversely affect our financial condition and results of operations. We previously awarded share options and restricted shares to our employees, some of which has not yet vested. Such retention awards may cease to be effective to retain our current employees once the share options or restricted shares vest. We may need to increase our total compensation costs to attract and retain experienced personnel required to achieve our business objectives and failure to do so could severely disrupt our operations and growth. If we lose the services of any key senior management member or employee, we may not be able to locate suitable or qualified replacements, and may incur additional expenses to recruit and train new personnel, which could severely impact our business and prospects.

We may not be able to effectively manage our growth, and we may need to incur significant expenditures to address the additional operational and control requirements of our growth, either of which could harm our business and operating results.

As we continue to expand our business, we expect to grow our headcount and overall size of our operations significantly. To effectively manage our growth, we must continue to expand our operational, engineering and financial systems, procedures and controls and to improve our accounting and other internal management systems. This may require substantial managerial and financial resources, and our efforts in this regard may not be successful. Our current systems, procedures and controls may not be adequate to support our future operations. If we fail to adequately manage our growth, or to improve our operational, financial and management information systems, or fail to effectively motivate or manage our new and future employees, the quality of our products and the management of our operations could suffer, which could adversely affect our operating results. In addition, we intend to implement a new enterprise resource planning system for many aspects of our business. This implementation is a technically intensive process, requiring testing, modifications and project coordination. We may experience disruptions in our business operations related to this implementation effort.

Potential future acquisitions could be difficult to integrate, divert attention of key personnel, disrupt our business, dilute shareholder value and impair our operating results.

We have completed and may continue to pursue acquisitions in the future that we believe may complement our business, semiconductor solutions or technologies. For example, we acquired a team of 29 engineers, certain intellectual property and equipment from Hengfa Electronics Co., Ltd. in August 2012. Any acquisition involves a number of risks, many of which could harm our business, including:

• difficulties in integrating the operations, technologies, products, existing contracts, accounting and personnel of the target company;

• realizing the anticipated benefits of any acquisition;

• difficulties in transitioning and supporting customers, if any, of the target company;

• diversion of financial and management resources from existing operations;

• the price we pay or other resources that we devote may exceed the value we realize, or the value we could have realized if we had allocated the purchase price or other resources to another opportunity;

• potential loss of key employees, customers and strategic alliances from either our current business or the target company’s business;

• assumption of unanticipated problems or latent liabilities, such as problems with the quality of the target company’s products;

• inability to generate sufficient revenue to offset acquisition costs;

• dilutive effect on our shares as a result of any equity-based acquisitions;

• inability to successfully complete transactions with a suitable acquisition candidate; and

20

• in the event of international acquisitions, risks associated with accounting and business practices that are different from applicable U.S. practices and requirements.

Acquisitions also frequently result in the recording of goodwill and other intangible assets that are subject to potential impairments, which could harm our financial results. As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated benefits of any such acquisitions, and we may incur costs in excess of what we anticipate. The failure to successfully evaluate and execute acquisitions or investments or otherwise adequately address these risks could materially harm our business and financial results.

Our business, financial condition and results of operations could be adversely affected by political and economic conditions in the countries in which we conduct business and our solutions are sold.

Our business and operating results may be adversely impacted by political and economic conditions in various countries and markets in which we operate or in which our solutions are sold. Uncertainty about current global economic conditions may cause businesses to continue to postpone spending in response to tighter credit, unemployment or negative financial news. This in turn could have a material negative effect on the demand for our semiconductor solutions or the products into which our solutions are incorporated. The demand for our set-top box solutions is driven by consumer demand for television, which is often viewed as a discretionary item in the emerging markets that we compete. A downturn in general economic conditions in the emerging markets that we target could result in a decline in demand for our set-top box solutions. In addition, our memory interface solutions are typically sold into data centers when these data centers are upgrading capital equipment such as servers. A downturn in general economic conditions can lead to delays in decisions to upgrade data center equipment or a reduction in the scope of upgrades, which could reduce demand for our memory interface solutions.

Multiple factors relating to our international operations and to particular countries in which we operate could negatively impact our business, financial condition and results of operations. These factors include:

• changes in political, regulatory, legal or economic conditions;

• restrictive governmental actions, such as restrictions on the transfer or repatriation of funds and foreign investments and trade protection measures, including export duties and quotas and customs duties and tariffs;

• disruptions of capital and trading markets;

• changes in import or export requirements;

• transportation delays;

• civil disturbances or political instability;

• geopolitical turmoil, including terrorism, war or political or military coups;

• public health emergencies;

• differing employment practices and labor standards;

• limitations on our ability under local laws to protect our intellectual property;

• local business and cultural factors that differ from our customary standards and practices;

• nationalization and expropriation;

• changes in tax laws;

• currency fluctuations relating to our international operating activities; and

• difficulty in obtaining distribution and support.

21

We conduct our operations primarily in China, our products are manufactured in Asia, and our solutions are sold primarily in Asia. Political and economic conditions in these markets may be less stable or predictable than in the United States. Any conflict or uncertainty in Asia, and China in particular, including due to natural disasters, public health concerns, political unrest or safety concerns, could harm our business, financial condition and results of operations.

The facilities of our third-party contractors and distributors are located in regions that are subject to earthquakes and other natural disasters.

The facilities of our third-party foundries and contract manufacturers are subject to risk of catastrophic loss due to fire, flood or other natural or man-made disasters. A number of those foundries and service providers are located in areas with above average seismic activity and also subject to typhoons and other Pacific storms. Several foundries that manufacture our wafers are located in Taiwan and Japan, and all of the third-party service providers who assemble and test our solutions are located in Asia. The risk of an earthquake in the Pacific Rim region is significant due to the proximity of major earthquake fault lines. Both Japan and Taiwan have had major earthquakes within the last 15 years that significantly disrupted their economies. Any catastrophic loss to any of these facilities would likely disrupt our operations, delay production, shipments and revenue and result in significant expenses to repair or replace the facility.

Our sales in the set-top box market experience seasonality, which is likely to cause our revenue to fluctuate.

Revenue for our set-top box solutions experiences seasonality. We typically realize a large portion of our sales of set-top-box solutions during the fourth quarter prior to the Lunar New Year holiday. We typically experience our slowest quarter in the first quarter of each year. Accordingly, our results of operations may vary significantly from quarter to quarter and our yearly results of operations may be disproportionately affected by our results during the fourth quarter.

We are subject to risks related to exchange rate fluctuations.

Our revenue is primarily denominated in U.S. dollars, while a significant portion of our assets and expenses are denominated in Renminbi. As a result, our results of operations and financial condition are subject to risks associated with exchange rate fluctuations, in particular in relation to the exchange rates between the Renminbi and the U.S. dollar. Moreover, appreciation or depreciation in the value of the Renminbi, the functional currency for our operating subsidiaries in China, relative to the U.S. dollar would affect our financial results as reported in U.S. dollars without giving effect to any underlying change in our business or results of operations. Depreciation of the Renminbi against the U.S. dollar would have a negative effect on the U.S. dollar amount available to us if we decide to convert our Renminbi into U.S. dollars for the purpose of making payments for dividends on our ordinary shares or for other business purposes.

The value of the Renminbi against the U.S. dollar is affected by, among other things, changes in China’s political and economic conditions and China’s foreign exchange policies. The People’s Bank of China regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates and achieve policy goals. For example, from mid-2008 to mid-2010 the Renminbi traded within a narrow range against the U.S. dollar at approximately RMB6.83 per U.S. dollar. In June 2010, the People’s Bank of China announced the removal of the de facto peg. Following this announcement, the Renminbi has appreciated modestly. It is difficult to predict when and how Renminbi-U.S. dollar exchange rate may change going forward.

22

Risk Factors Related to Regulations Applicable to Us

Our business has benefited from certain preferential tax treatment and government subsidies. Discontinuation or revocation of the preferential tax treatment and government subsidies available to us could decrease our net income and materially and adversely affect our financial condition and results of operations.

Under the PRC Enterprise Income Tax Law, or the PRC EIT Law, and its implementation rules, both effective on January 1, 2008, the PRC has a uniform enterprise income tax rate of 25% for all enterprises incorporated in China. The PRC EIT Law and its implementation rules also permit qualified high and new technology enterprises, or HNTEs, to enjoy a reduced 15% enterprise income tax rate. Our principal operating subsidiary in China, Montage Technology (Shanghai) Co., Ltd., or Montage Shanghai, had obtained the qualification certificate of HNTE status in October 2011 with a valid period of three years. Therefore it is eligible to enjoy a preferential tax rate of 15% as long as it maintains its qualification as an HNTE. Separately, pursuant to the Notice on Several Preferential Enterprise Income Tax Policies jointly issued by the Ministry of Finance, or the MOF, and the State Administration of Taxation, or the SAT, on February 22, 2008, and the Notice on Enterprise Income Tax Policies to Further Stimulate the Development of Software and Integrate Circuit Industries jointly issued by the MOF and the SAT on April 20, 2012, qualified integrated circuit design enterprises are entitled to a two-year income tax exemption followed by a three-year 50% enterprise income tax rate reduction commencing from the first profit-making year. Montage Shanghai was recognized as an integrated circuit design enterprise in January 2007 and has passed the annual inspections from 2007 through 2012. Therefore Montage Shanghai is eligible to enjoy the tax holiday from its first profit-making year as well. However, since this tax holiday for qualified integrated circuit design enterprises and the reduced 15% enterprise income tax rate for HNTEs are mutually exclusive, Montage Shanghai elected to enjoy the tax holiday from its first profit-making year, which was 2010. Accordingly, it is exempted from enterprise income tax for 2010 and 2011 and subject to enterprise income tax at a rate of 12.5% for 2012, 2013 and 2014 as long as it maintains its qualification as a qualified integrated circuit design enterprise. Similarly, Suzhou Montage Microelectronic Technology Co., Ltd. was recognized as an integrated circuit design enterprise in December 2012 and will enjoy this tax holiday when it starts to make profit after certain procedures are completed in competent tax authorities. Furthermore, according to the Notice on the Pilot Program in Shanghai Replacing Business Tax with Value-added Tax in Transportation and Some Modern Service Sectors jointly issued by the MOF and the SAT on November 16, 2011 which is effective in the areas where such pilot program is implemented, Montage Shanghai and Suzhou Montage Microelectronic Technology Co., Ltd. are currently exempted from value-added tax for their income generated from technical development.

In addition, Montage Shanghai has received subsidies from PRC local government authorities. The aggregate amounts of the subsidies we received were $1.1 million, $0.5 million and $0.8 million in 2010, 2011, and 2012, respectively, and $0.1 million and $0.9 million in the six months ended June 30, 2012 and 2013, respectively.

Preferential tax treatments and government subsidies are subject to review and may be adjusted or revoked at any time in the future. The discontinuation of any preferential tax treatments or government subsidies available to us will cause our effective tax rate to increase, which will decrease our net income and materially and adversely affect our financial condition and results of operations. In addition, the timing of receiving government subsidies can be difficult to predict and may be subject to change, which could lead to unexpected fluctuations in our results of operations.

We may be classified as a “resident enterprise” for PRC enterprise income tax purposes under the PRC EIT Law. Such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

Under the PRC EIT Law, an enterprise established outside the PRC with “de facto management bodies” within the PRC should be considered a PRC “resident enterprise” and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementing rules to the PRC EIT Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise. In addition, a circular issued by the SAT on April 22, 2009, or Circular 82 sets out the standards and procedures

23

for recognizing the location of the “de facto management bodies” of an enterprise registered outside of the PRC and controlled by any PRC enterprise or enterprise group. Circular 82 specifies that certain PRC-controlled offshore enterprises will be classified as PRC resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, the company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. On July 27, 2011, the SAT issued Administrative Measures of Enterprise Income Tax of Chinese-controlled Offshore Incorporated Resident Enterprises (Trial), or Bulletin 45, which became effective on September 1, 2011, to provide further guidance on the implementation of Circular 82. Bulletin 45 clarifies certain issues related to determining PRC resident enterprise status of PRC controlled enterprises, post-determination administration and which competent tax authorities are responsible for determining offshore incorporated PRC resident enterprise status. Bulletin 45 specifies that when provided with a copy of a Chinese tax resident determination certificate issued by the competent tax authorities from an offshore incorporated PRC resident enterprise, the payer should not withhold 10% income tax when paying Chinese-sourced dividends, interest and royalties to the offshore incorporated PRC resident enterprise.

Currently, a substantial majority of the members of our management team are located in China. However, Circular 82 applies only to offshore enterprises controlled by PRC enterprises or PRC corporate groups, not those controlled by PRC or foreign individuals or foreign enterprises like us. In the absence of detailed implementing regulations or other guidance determining that offshore companies controlled by PRC or foreign individuals or foreign enterprises like us are PRC resident enterprises, we do not currently consider our company or any of our overseas subsidiaries to be a PRC resident enterprise.

However, the SAT may take the view that the determining criteria set forth in Circular 82 reflects a general position on how the “de facto management body” test should be applied in determining the tax resident status of all offshore enterprises. Additional implementing regulations or guidance may also be issued determining that our Cayman Islands holding company or other non-PRC entity is a “resident enterprise” for PRC enterprise income tax purposes. If the PRC tax authorities determine that our company or any of our non-PRC subsidiaries is a PRC resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, our company or our subsidiaries outside of China will be subject to the uniform enterprise income tax rate of 25% as to our global income as well as tax reporting obligations. Second, although dividends paid by one PRC tax resident to another PRC tax resident should qualify as “tax-exempt income” under the PRC EIT Law, there is no assurance that we would enjoy such tax exempt treatment on dividends paid to us from Montage Shanghai. As a result, such dividend may continue to be subject to a 10% withholding tax. Finally, a 10% withholding tax will be imposed on dividends we pay to our non-PRC enterprise shareholders and gains derived by our non-PRC shareholders from transferring our ordinary shares. Similar results would follow if Montage Technology Holdings Company Limited or Montage Technology Hong Kong Limited is considered a PRC “resident enterprise.” In addition to the uncertainty in how the new “resident enterprise” classification could apply, it is also possible that the rules may change in the future, possibly with retroactive effect.

We may not be able to obtain certain treaty benefits on dividends paid by our PRC subsidiary, Montage Shanghai, to us through our Hong Kong Subsidiary.

Under the PRC EIT Law, dividends generated from retained earnings after January 1, 2008 from a PRC company to a foreign parent company are subject to a withholding tax rate of 10% unless the foreign parent’s jurisdiction of incorporation has a tax treaty with China that provides for a preferential withholding arrangement. Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, or the Hong Kong Tax Treaty, which became effective on December 8, 2006, as amended, a company incorporated in Hong Kong, such as Montage Technology Hong Kong Limited, will be subject to withholding income tax at a rate of 5% on dividends it receives from its PRC subsidiary if it holds a 25% or more interest in that particular PRC subsidiary, or 10% if it holds less than a 25% interest in that subsidiary. On October 27, 2009, the SAT

24

promulgated a tax notice or Circular 601, which provides that tax treaty benefits will be denied to “conduit” or shell companies without business substance, and a beneficial ownership analysis will be used based on a “substance-over-the-form” principle to determine whether or not to grant tax treaty benefits. On June 29, 2012, the SAT further issued the Announcement of the State Administration of Taxation regarding Recognition of “Beneficial Owner” under Tax Treaties, or Announcement 30, which provides that a comprehensive analysis should be made when determining the beneficial owner status based on various factors that are supported by various types of documents including the articles of association, financial statements, records of cash movements, board meeting minutes, board resolutions, staffing and materials, relevant expenditures, functions and risk assumption as well as relevant contracts, patent and copyright certificates and other information. As a result, although one of our PRC subsidiaries, Montage Shanghai, is currently wholly owned by our Hong Kong subsidiary Montage Technology Hong Kong Limited, we cannot assure you that we would be entitled to the tax treaty benefits and enjoy the favorable 5% rate applicable under the Hong Kong Tax Treaty on dividends payable by Montage Shanghai. If Montage Technology Hong Kong Limited cannot be recognized as the beneficial owner of the dividends to be paid by our PRC subsidiaries to us, such dividends will be subject to a normal withholding tax of 10% as provided by the PRC EIT Law.

We may be required by the PRC tax authorities to pay withholding tax on capital gains arising out of our restructuring in November 2010 and to pay fines or penalties for the failure to pay such withholding tax.

The Notice on Various Issues Concerning Enterprise Income Tax Treatment of Enterprise Restructuring Transactions, or Circular 59, which was jointly issued by the MOF and the SAT on April 30, 2009 and became effective retroactively on January 1, 2008, as well as subsequent rules issued by the SAT, provide for scrutiny by PRC tax authorities over the transfer of equity interests in a PRC resident enterprise by a non-resident enterprise. In November 2010, Montage Technology Group Limited transferred its 100% equity interest in Montage Shanghai to Montage Technology Hong Kong Limited at a price equal to the registered capital of Montage Shanghai without recognizing any gains. As a result of the par value consideration paid in this transaction, the PRC tax authorities may adjust the purchase price for PRC tax purposes, leading to a recognition of capital gains by Montage Technology Group Limited, unless the restructuring can be certified by the PRC tax authorities as a tax-free reorganization under Circular 59. We submitted the agreement relating to the November 2010 transaction to the PRC tax authorities as part of the process to register the shareholding change with the PRC tax authorities. Such registration was completed in 2010 and we have not received any further inquiry from the PRC tax authorities regarding the transaction. However, we have not sought, and do not plan to seek, certification of the transaction as a tax-free reorganization under Circular 59. As a result, there remains the possibility the PRC tax authorities will challenge the purchase price and subject the transaction to a pricing adjustment. The PRC tax authorities have dedicated teams that review tax filings to identify avoidance of tax liabilities. These reviews do not necessarily take place according to a regular schedule and may happen at any time. During the course of the reviews of our filings PRC tax authorities can and may raise questions regarding the November 2010 transaction, in which case we may be subject to further tax investigation and a special tax adjustment if they conclude that the price of the transaction was not determined based on arm’s-length principles. In such case, we may be required to pay PRC withholding tax on the capital gains at a tax rate of 10% and fines or penalties for the failure to pay such withholding tax.

Restrictions on currency exchange and cross-border capital flows into and outside of China may limit our ability to receive and use our revenue and the proceeds from this offering effectively.

Because a significant portion of our assets are held in China in Renminbi, any restrictions on currency exchange may limit our ability to convert our revenue generated in foreign currency into Renminbi to fund any business activities we may have in China or to make dividend payments in U.S. dollars. Renminbi is generally convertible for “current account transactions,” which include among other things dividend payments and payments for the import of goods and services. Although the Renminbi has been generally convertible for current account transactions since 1996, we cannot assure you that the relevant PRC government authorities will not limit or eliminate our ability to purchase and retain foreign currencies for current account transactions in the

25

future. Conversion of Renminbi into foreign currency, and of foreign currencies into Renminbi, for payments relating to “capital account transactions,” which principally include capital injection and loans, remain subject to significant foreign exchange controls and restrictions. As a result, we may be unable to utilize our Renminbi assets for making any investments or other capital account transactions outside of China.

Current PRC regulations permit our subsidiaries in China to pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our subsidiaries in China are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until such reserves have reached at least 50% of their respective registered capital. These reserves are not distributable as cash dividends. Further, if our subsidiaries in China incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.

Any capital contributions or loans that our non-China entities make to our PRC subsidiaries, including from the proceeds of this offering, are subject to PRC regulations and approval requirements. Capital contributions and loans to our PRC subsidiaries must be approved by or registered with relevant PRC regulatory bodies. Although we currently do not intend to use any of the proceeds from this offering to fund our operations or capital expenditures in China or otherwise transfer our proceeds from this offering into China, we cannot assure you that we will be able to complete the necessary registration or obtain the necessary approval on a timely basis, if at all, if we make capital contributions or loans to our PRC subsidiaries in the future. If we fail to complete the necessary registration or obtain the necessary approval, our ability to make loans or capital contributions to our PRC subsidiaries may be negatively affected, which could adversely affect our PRC subsidiaries’ liquidity and their ability to fund their working capital and expansion projects and meet their obligations and commitments.

Furthermore, under the Circular on the Relevant Operating Issues Concerning the Improvement of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 142, promulgated by the PRC State Administration of Foreign Exchange, or SAFE, in August 2008, Renminbi converted from foreign exchange capital contributions can only be used for activities within the approved business scope of such foreign-invested enterprise and cannot be used for domestic equity investment unless otherwise approved by SAFE or its local branch. As a result, our PRC subsidiary, Montage Shanghai, (which is a foreign-invested enterprise) may not be able to use the proceeds of this offering or other capital contributed by us for equity investment or acquisitions in China or for other purposes outside of its approved scope of business, which may adversely affect our ability to expand our business in China. Violations of Circular 142 or related regulations could result in severe penalties, such as heavy fines.

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering; any requirement to obtain prior CSRC approval could delay this offering and failure to obtain this approval, if required, could have a material adverse effect on our business, operating results and reputation as well as the trading price of our ordinary shares, and could also create uncertainties for this offering.

On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, or SASAC, the State Administration for Taxation, the State Administration for Industry and Commerce, the CSRC, and SAFE, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule, which became effective on September 8, 2006 and was amended on June 22, 2009. This M&A Rule purports, among other things, to require offshore special purpose vehicles, or SPVs, formed for overseas listing purposes through acquisitions of PRC domestic companies and directly or indirectly controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. On September 21, 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by SPVs seeking CSRC approval of their overseas listings. While the implementation of the M&A Rule remains unclear, we believe, based on the advice of our PRC counsel, Commerce & Finance Law Offices, that CSRC approval will not be applicable to us in the context of this offering because we established our PRC

26

subsidiaries by means of direct investment to newly established entities rather than by merger or acquisition of PRC domestic companies or assets. However, as it is uncertain how the M&A Rule will be interpreted or implemented, we cannot assure you that the relevant PRC government agency, including the CSRC, or PRC courts would reach the same conclusion as our PRC counsel. If the CSRC or other PRC regulatory agencies subsequently determine that we need to obtain the CSRC’s approval for this offering, we may face sanctions by the CSRC or other PRC regulatory agencies. In such event, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from this offering into the PRC, or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ordinary shares. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ordinary shares offered by this prospectus.

The M&A Rules establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

The M&A Rules establish procedures and requirements that could make some acquisitions of Chinese companies by foreign investors more time-consuming and complex, including requirements in some instances that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a Chinese domestic enterprise. We may expand our business in part by acquiring complementary businesses. Complying with the requirements of the M&A Rules to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from the MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

We could be subject to penalties under PRC law if our PRC shareholders do not comply with PRC regulations relating to offshore investment activities by PRC residents.

SAFE promulgated in October 2005 the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Round-trip Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or Circular 75, which requires PRC residents to register with local branches of SAFE if they use assets or equity interests in PRC entities as capital contributions to establish offshore companies, or if they inject assets or equity interests of their PRC entities into offshore companies to raise capital overseas (defined in Circular 75 as “round trip investment”). In addition, any PRC resident who makes, or has previously made, direct or indirect investments in such an offshore company (defined in Circular 75 as an “offshore special purpose company”) is required to further update that registration for such things as increases or decreases in the offshore special purpose company’s share capital, transfers or swaps of its shares, mergers, long-term equity or debt investments, and the creation of any security interest. Moreover, the PRC subsidiaries of that offshore special purpose company are required to coordinate and supervise the filing of SAFE registrations by the offshore special purpose company’s shareholders who are PRC residents, and do so in a timely manner. However, pursuant to the Operating Rules for Foreign Exchange Issues with Regard to Direct Investment under Capital Account, or the Operating Rules, an appendix to the Notice on Further Improving and Adjusting Foreign Exchange Administration Policies on Direct Investment promulgated by SAFE on November 19, 2012, if a PRC resident individual makes direct investments into China through an overseas enterprise that is not an offshore special purpose company as defined in Circular 75, the PRC resident is not required to carry out registration procedures for offshore special purpose companies.

Although we believe the registration for offshore special purpose companies under Circular 75 does not apply to our beneficial owners who are PRC resident individuals because it was a direct investment into China through an overseas enterprise that is not an offshore special purpose company as defined in Circular 75, these individuals are generally required under the general PRC foreign exchange regulations, such as Administrative Measures for Personal Foreign Exchange and its Implementing Rules promulgated by SAFE in 2006 and 2007 respectively, to conduct registration with the competent SAFE authority for any offshore direct investment,

27

including by subscribing for shares in our offshore holding companies. Due to a lack of detailed implementation rules of such registration requirements and uncertainty in implementation and interpretation of the above general SAFE regulations, our beneficial owners who are PRC resident individuals have not yet conducted foreign exchange registration for offshore direct investment. In addition, the Operating Rules require that, in the case of direct investment into China through an overseas enterprise that is not an offshore special purpose company as defined in Circular 75, the PRC foreign-invested subsidiaries of such overseas enterprise should complete procedures with SAFE or its local branch to be marked as non-round trip investment by individuals. Due to the lack of detailed implementation rules with respect to such procedures, we have not submitted such request to the local SAFE authority yet. If SAFE takes a view that our beneficial owners who are PRC residents or our PRC subsidiaries have not complied with SAFE rules, we could be subject to legal sanctions, such as being prohibited from making distributions of profits or proceeds from any reduction in capital, share transfer or liquidation to our offshore entities or injecting additional capital into our PRC subsidiaries.

All employee participants in our option plan who are PRC citizens may be required to register with SAFE. We may also face regulatory uncertainties that could restrict our ability to adopt additional option plans for our directors and employees under PRC law.

PRC regulations require that individuals in China (including PRC citizens and foreign individuals who have lived in China over one year) who intend to participate in the share incentive plan of an overseas listed company shall appoint a qualified PRC domestic agent or a PRC subsidiary of such overseas listed company (defined as a “PRC agency”) to conduct foreign exchange registration, opening of accounts and transfer and exchange of funds, and an overseas agency shall be appointed to conduct any exercise of options, buying and selling of relevant shares or equities and transfer of relevant funds. After such individuals’ foreign exchange income received from participation in the share incentive plan is remitted to PRC, relevant banks shall distribute the above funds from the account opened and managed by the PRC agency to such individuals’ foreign exchange accounts. We and our PRC employees who have been granted share options or restricted shares will be subject to these regulations upon the completion of this offering. We intend to comply with these regulations upon completion of this offering.

Failure to comply with such registration requirements may subject us and the participants of share incentive plan who are in the PRC to fines and legal sanctions, prevent us from further granting or exercising of options by our employees in China, or limit our ability to contribute additional capital into our PRC subsidiaries, limiting our PRC subsidiaries’ ability to distribute dividends to us, which could adversely affect our business operations. In addition, several of our employees in China have exercised their share options or received restricted shares under our 2006 Share Incentive Plan prior to our becoming a publicly listed company. Since there is not yet a clear regulation on how and whether individuals in China can exercise their share options or hold restricted shares granted by overseas private companies, we cannot assure you that SAFE will not take a view that we or our employees who are PRC individuals and have exercised the option or received the restricted shares violated SAFE regulations.

The enforcement of the PRC Labor Contract Law and other labor-related regulations in the PRC may adversely affect our business and our results of operations.

The PRC Labor Contract Law, which became effective on January 1, 2008, and its implementing rules impose requirements concerning contracts entered into between a PRC employer and its employees and establishes time limits for probationary periods and for how long an employee can be placed in a fixed-term labor contract. Because the Labor Contract Law and its implementing rules have not been in effect very long and because there is lack of clarity with respect to their implementation and potential penalties and fines, there may be a risk that certain of our employment policies and practices could be determined by relevant PRC authorities as being in violation the Labor Contract Law or its implementing rules, which could result in penalties, fines or other sanctions. If we are subject to large penalties or fees related to the Labor Contract Law or its implementing rules, our business, financial condition and results of operations may be materially and adversely affected. Furthermore, the PRC Labor Contract Law and subsequently passed rules and regulations have tended to provide greater rights to employees and impose more onerous requirements on employers in China. As a result of regulations designed to enhance labor protection, our labor costs in China may increase in the future.

28

We will be subject to additional regulatory compliance requirements, including Section 404 of the Sarbanes-Oxley Act of 2002, as a result of becoming a public company.

We have never operated as a public company and will incur significant legal, accounting and other expenses that we did not incur as a private company. The individuals who constitute our management team have limited experience managing a publicly traded company, and limited experience complying with the increasingly complex and changing laws pertaining to public companies. Our management team and other personnel will need to devote a substantial amount of time to new compliance initiatives and we may not successfully or efficiently manage our transition into a public company. We expect rules and regulations such as the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, to increase our legal and finance compliance costs and to make some activities more time-consuming and costly. We will need to hire a number of additional employees with public accounting and disclosure experience in order to meet our ongoing obligations as a public company. For example, Section 404 of the Sarbanes-Oxley Act requires that our management report on the effectiveness of our internal control over financial reporting in our Annual Report on Form 10-K for the fiscal year ending December 31, 2014. Moreover, when we are no longer an emerging growth company under the federal securities laws, our independent registered public accounting firm will be required to issue an attestation report on the effectiveness of our internal control over financial reporting. Section 404 compliance may divert internal resources and will take a significant amount of time and effort to complete. We may not be able to successfully complete the procedures and certification and attestation requirements of Section 404 by the time we will be required to do so. If we fail to do so, or if in the future our Chief Executive Officer, Chief Financial Officer or independent registered public accounting firm determines that our internal control over financial reporting is not effective as defined under Section 404, this could result in material misstatements of our financial statements and we could be subject to sanctions or investigations by the NASDAQ Global Market, the Securities and Exchange Commission, or the SEC, or other regulatory authorities. Furthermore, investor perceptions of our company may suffer, and this could cause a decline in the market price of our shares. Irrespective of compliance with Section 404, any failure of our internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in an adverse opinion on internal controls from our independent auditors.

We are an “emerging growth company” and may elect to comply with reduced public company reporting requirements applicable to emerging growth companies, which could make our ordinary shares less attractive to investors.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an “emerging growth company” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies but not to “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We could be an “emerging growth company” for up to five years, although, if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of any June 30 before the end of that five-year period, we would cease to be an “emerging growth company” as of the following December 31. We cannot predict if investors will find our ordinary shares less attractive if we choose to rely on these exemptions. If some investors find our ordinary shares less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our ordinary shares and our share price may be more volatile.

Under the Jumpstart Our Business Startups Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. However, we have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

29

Our auditor, like other independent registered public accounting firms operating in China, is not permitted to be subject to inspection by Public Company Accounting Oversight Board, and as such, investors may be deprived of the benefits of such inspection.

Our independent registered public accounting firm that issues the audit reports included in this prospectus filed with the SEC, as an auditor of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (United States), or the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditor is located in China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the PRC authorities, our auditor, like other independent registered public accounting firms operating in China, is currently not inspected by the PCAOB. On May 24, 2013, the PCAOB announced that it had entered into a memorandum of understanding on enforcement cooperation with the CSRC, and the MOF that establishes a cooperative framework between the parties for the production and exchange of audit documents relevant to investigations in the United States and China. However, direct PCAOB inspections of independent registered accounting firms in China are still not permitted by Chinese authorities.

Inspections of other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms’ audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections of independent registered public accounting firms operating in China makes it more difficult to evaluate the effectiveness of our auditor’s audit procedures or quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

Proceedings instituted recently by the SEC against five PRC-based accounting firms, including our independent registered public accounting firm, could result in financial statements being determined to not be in compliance with the requirements of the Securities Exchange Act of 1934.

In December 2012, the SEC instituted proceedings under Rule 102(e)(1)(iii) of the SEC’s Rules of Practice against five PRC-based accounting firms, including our independent registered public accounting firm, alleging that these firms had violated U.S. securities laws and the SEC’s rules and regulations thereunder by failing to provide to the SEC the firms’ work papers related to their audits of certain PRC-based companies that are publicly traded in the United States. Rule 102(e)(1)(iii) grants to the SEC the authority to deny to any person, temporarily or permanently, the ability to practice before the SEC who is found by the SEC, after notice and opportunity for a hearing, to have willfully violated any such laws or rules and regulations. While we cannot predict the outcome of the SEC’s proceedings, if our independent registered public accounting firm were denied, temporarily or permanently, the ability to practice before the SEC, and we are unable to find timely another registered public accounting firm which can audit and issue a report on our financial statements, our financial statements could be determined to not be in compliance with the requirements for financial statements of public companies with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Such a determination could ultimately lead to the delisting of our ordinary shares from the NASDAQ Global Market, which event would effectively terminate the trading market for our ordinary shares in the United States, and/or to the SEC’s revoking the registration of our ordinary shares under the Exchange Act pursuant to Section 12(j) thereof, in which event broker-dealers thereafter would be prohibited from effecting transactions in, or inducing the purchase or sale of, our ordinary shares in the United States.

Risk Factors Related to This Offering and Ownership of Our Ordinary Shares

There has been no prior market for our ordinary shares and the offering may not result in an active or liquid market for our ordinary shares, which could adversely affect the market price of our ordinary shares.

Prior to this offering, there has not been a public market for our ordinary shares. We have applied to list our ordinary shares on the NASDAQ Global Market. However, an active public market may not develop or be sustained after the offering. If an active market for our ordinary shares does not develop after the offering, the market price and liquidity of our ordinary shares may be adversely affected.

30

If securities or industry analysts do not publish research or reports about our business, or if they change their recommendations regarding our shares adversely, our share price and trading volume could decline.

The trading market for our ordinary shares will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of the analysts who cover us downgrade our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

Substantial future sales of our ordinary shares in the public market could cause our share price to fall.

Additional sales of our ordinary shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ordinary shares to decline. Upon the completion of this offering, we will have                      ordinary shares outstanding, assuming no exercise of our outstanding options. All shares sold in this offering will be freely transferable without restriction or additional registration under the Securities Act of 1933, or the Securities Act, except for any shares held by our affiliates as defined in Rule 144 under the Securities Act. The remaining shares outstanding after this offering will be eligible for sale at various times beginning 180 days after the date of this prospectus upon the expiration of lock-up agreements as described below and subject to vesting requirements and the requirements of Rule 144 or Rule 701.

Our directors, executive officers and substantially all of our shareholders have agreed with limited exceptions that they will not sell any of our shares owned by them without the prior written consent of Deutsche Bank Securities Inc. and Barclays Capital Inc., on behalf of the underwriters, for a period of 180 days from the date of this prospectus. At any time and without public notice, Deutsche Bank Securities Inc. and Barclays Capital Inc. may in their sole discretion release some or all of the securities from these lock-up agreements prior to the expiration of the lock-up period. As resale restrictions end, the market price of our ordinary shares could decline if the holders of those shares sell them or are perceived by the market as intending to sell them. In addition, after this offering, the holders of approximately                  of our ordinary shares, including ordinary shares to be issued upon the conversion of the preferred shares, and upon the exercise of warrants to purchase our ordinary shares, will be entitled to contractual rights to cause us to register the sale of those shares under the Securities Act. All of these shares are subject to the 180-day lock-up period. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration statement. We also intend to file a registration statement on Form S-8 under the Securities Act to register approximately ordinary shares underlying options or other share awards which have been granted or may be granted in the future under our 2006 Share Incentive Plan or our 2013 Performance Incentive Plan.

You may face difficulties in protecting your interests as a shareholder, as Cayman Islands law provides substantially less protection when compared to the laws of the United States.

Our corporate affairs are governed by our amended and restated memorandum and articles of association and by the Companies Law (Revised) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands have a less developed body of securities laws as compared to the United States, and provide significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the United States federal courts.

31

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against us or our officers, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Certain judgments obtained against us by our shareholders may not be enforceable.

We are a Cayman Islands company and substantially all of our assets are located outside of the United States. A significant portion of our assets and operations are conducted in the China and substantially all of our revenue has been generated outside the United States, particularly through sales in Hong Kong. In addition, some of our current directors and officers are nationals and residents of countries other than the United States and may have a substantial portion or all of their assets outside of the United States. Substantially all of the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the United States federal securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the Cayman Islands and of China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. Moreover, the PRC does not have treaties with the United States or many other countries providing for the reciprocal recognition and enforcement of judgment of courts. For more information regarding the relevant laws of the Cayman Islands and China, see “Enforceability of Civil Liabilities” section in this prospectus.

We have no specific business plan for the net proceeds from this offering. Our management will therefore have significant flexibility in using the net proceeds of this offering, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately.

We intend to use the net proceeds from this offering for general corporate purposes, including working capital for our operating subsidiaries outside China, as well as funding our research and development activities and making payments to our suppliers overseas. We may also use a portion of the net proceeds to acquire or invest in businesses, products and technologies that we believe will complement our business. However, depending on future developments and circumstances, we may use some of the proceeds for other purposes. We do not have more specific plans for the net proceeds from this offering. Therefore, our management will have significant flexibility in applying the net proceeds we receive from this offering. The net proceeds could be applied in ways that do not improve our operating results. The actual amounts and timing of these expenditures will vary significantly depending on a number of factors, including the amount of cash used in or generated by our operations and the market response to the introduction of any new product offerings.

Our articles of association contain anti-takeover provisions that could adversely affect the rights of our shareholders.

Our amended and restated articles of association that will take effect upon completion of this offering contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions, including, among other things:

• provisions that authorize our board of directors, without action by our shareholders, to issue additional ordinary shares and preferred shares with preferential rights determined by the board;

• provisions that permit only a majority of our board or the chairman of the board to call shareholder meetings and therefore do not permit shareholders to call shareholder meetings;

• provisions that impose advance notice requirements, minimum shareholding periods and ownership thresholds, and other requirements and limitations on the ability of shareholders to propose matters for consideration at shareholder meetings; and

• establishment of a staggered board whereby our directors are divided into three classes, with each class subject to retirement and re-election once every three years on a rotating basis, while any director that simultaneously serves as our chief executive officer is not subject to retirement or re-election.

32

These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. With our staggered board, at least two annual shareholder meetings are generally required in order to effect a change in a majority of our directors. Our staggered board can discourage proxy contests for the election of our directors and purchases of substantial blocks of our shares by making it more difficult for a potential acquirer to gain control of our board in a relatively short period of time.

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended, and as such we are exempt from certain provisions applicable to United States domestic public companies.

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended, or the Exchange Act. As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

• we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

• we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

• for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

• we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

• we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

We currently intend to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K similar to U.S. domestic reporting companies and disclose the information required to be disclosed in those reports. However, we may elect in the future to file annual reports on Form 20-F and reports on Form 6-K as a foreign private issuer. If we elected to file reports as a foreign private issuer, our shareholders may not have access to certain information they may deem important.

Being a public company will increase our costs, which could adversely affect our business.

As a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company, which could be a few million dollars or more. In addition, the Sarbanes-Oxley Act of 2002, as well as rules implemented by the SEC, require certain corporate governance practices for public companies. In addition to these rules, the NASDAQ Global Market has certain corporate governance requirements for companies that are listed on NASDAQ. Implementation of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, may also cause us to incur additional costs and subject us to risks if we are unable to fully comply. For instance, the SEC adopted new disclosure requirements in 2012 as part of implementation of the Dodd-Frank Act regarding the use of conflict minerals mined from the Democratic Republic of Congo and adjoining countries and procedures regarding a manufacturer’s efforts to prevent the sourcing of such conflict minerals. The implementation of these requirements, which will require reporting starting in 2014, could adversely affect our costs and our relationships with customers and suppliers as we must obtain additional information from them to ensure our compliance with the disclosure requirement.

We expect these rules and regulations to increase our legal and financial compliance costs, and to make some operating and administrative activities more time consuming and costly, though we are not currently able to estimate these additional costs. In anticipation of becoming a public company, we have created several board committees, adopted additional internal controls and disclosure controls and procedures and will have to bear all of the internal and external costs of preparing and distributing periodic public reports. We also expect these rules

33

and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These rules and regulations could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee, and qualified executive officers.

We do not currently intend to pay dividends on our ordinary shares and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our ordinary shares.

We have never declared or paid any cash dividends on our ordinary shares and do not currently intend to do so for the foreseeable future. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your ordinary shares for the foreseeable future and the success of an investment in our ordinary shares will depend upon any future appreciation in their value. There is no guarantee that our ordinary shares will appreciate in value or even maintain the price at which our shareholders have purchased their shares.

Investors in this offering will pay a much higher price than the book value of our ordinary shares, and therefore, they will experience immediate dilution.

The initial public offering price of our ordinary shares will be $              higher than our pro forma net tangible book value per share. As a result, investors purchasing our ordinary shares in this offering will incur immediate and substantial dilution. In the past, we issued preferred shares that are convertible into our ordinary shares and issued share options to acquire our ordinary shares at prices significantly below the initial public offering price. To the extent these outstanding options are ultimately exercised, there will be further dilution to investors.

We may be classified as a passive foreign investment company, or PFIC, which could result in adverse United States federal income tax consequence to U.S. holders of ordinary shares.

Depending upon the value of our ordinary shares and the nature and composition of our income and assets over time, we could be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes for any taxable year. Based on assumptions as to our projections of the value of our outstanding ordinary shares and our expected use of the proceeds from the initial public offering and of the other cash that we will hold and generate in the ordinary course of our business, we do not expect to be a PFIC for the taxable year 2013 or in the foreseeable future. However, there can be no assurance that we will not be a PFIC for the taxable year 2013 or any future taxable year as PFIC status is tested each taxable year and depends on the composition of our income and the value of our assets in such taxable year. Our PFIC status for the current taxable year 2013 will not be determinable until the close of the taxable year ending December 31, 2013.

We will be classified as a PFIC for any taxable year if either (i) at least 75% of our gross income for the taxable year is passive income or (ii) at least 50% of the value of our assets (based on a quarterly value of the assets during the taxable year) is attributable to assets that produce or are held for the production of passive income. In determining the average percentage value of our gross assets, the aggregate value of our assets will generally be deemed to be equal to our market capitalization (determined by the sum of the aggregate value of our outstanding equity) plus our liabilities. Therefore, a drop in the market price of our ordinary shares would cause a reduction in the value of our non-passive assets for purposes of the asset test. Accordingly, we would likely become a PFIC if our market capitalization were to decrease significantly while we hold substantial cash. As we have not designated specific uses for all of the net proceeds we receive from this offering, we may retain a significant portion of those net proceeds in the form of short-term investments or bank deposits for a prolonged period, which could affect our PFIC status in future years. For further details on our intended use of the net proceeds we receive from this offering, see “Use of Proceeds.”

If we are classified as a PFIC in any taxable year in which you hold our ordinary shares, and you are a U.S. taxpayer, you would generally be subject to additional taxes and interest charges on certain “excess” distributions we make and on any gain recognized on the disposition or deemed disposition of your ordinary shares in a later

34

year, even if we are not a PFIC in the year of disposition or distribution. Moreover, if we are classified as a PFIC in any taxable year in which you hold our ordinary shares, certain non-corporate U.S. shareholders would not be able to benefit from any preferential tax rate with respect to any dividend distribution received from us in that year or in the following year. Finally, you would also be subject to special U.S. tax reporting requirements. For more information on the U.S. tax consequences to you that would result from our classification as a PFIC, see “Taxation—United States Federal Income Taxation—Passive Foreign Investment Company.”

35

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. The statements are found, among other places, in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Industry,” “Business,” “Regulation” and “Management.” In some cases, these forward-looking statements can be identified by words and phrases such as “may,” “should,” “intend,” “predict,” “potential,” “continue,” “will,” “expect,” “anticipate,” “estimate,” “plan,” “believe,” “is/are likely to” or the negative form of these words and phrases or other comparable expressions. The forward-looking statements included in this prospectus relate to, among other things:

• our goals and strategies;

• our future business development;

• the expected growth of, and trends in, our business and the markets in which we operate;

• our expectations regarding competition as more semiconductor companies enter our markets and as existing competitors improve or expand their product offerings;

• our plans for future products and solutions, such as DDR4 memory interface solutions, and enhancements of existing products;

• future trends and challenges and our expectations regarding our results of operations and financial condition;

• our expectations regarding our expenses and revenue, including our expectations that our research and development, sales and marketing and general and administrative expenses may increase in absolute dollars; and

• relevant government policies and regulations relating to our industry and business.

These forward-looking statements are based on our current expectations, assumptions, estimates and projections about us and our industry and involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, we cannot assure you that our expectations will turn out to be correct. Our actual results could be materially different from our expectations. Important risks and factors that could cause our actual results to be materially different from our expectations are generally set forth in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business” and elsewhere in this prospectus.

This prospectus also contains third-party data relating to the markets in which we operate that includes projections based on a number of assumptions. We have not independently verified such data. Our markets may not grow at the rates projected by market data, or at all. The failure of our markets to grow at the projected rates may have a material adverse effect on our business and the market price of our ordinary shares. Furthermore, if any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements. In addition, the relatively new and rapidly changing nature of these markets subjects any projections or estimates relating to the growth prospects or future condition of these markets to significant uncertainties.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

36

MARKET AND INDUSTRY DATA

This prospectus contains information and industry data from China Digital STB Market Forecast and Detail Analysis of Chipset Market Share, an industry report commissioned by us and prepared by iSuppli Corporation, a third-party market research firm, in March 2013. All references to data from iSuppli in this prospectus are to data derived from these commissioned reports. In addition, this prospectus contains information and industry data from LR-DIMM: Market Forecast, an industry report commissioned by us and prepared by Jon Peddie Research, a third-party market research firm, in July 2013. This prospectus also contains statistical data and estimates, including those relating to market size, future performance and growth rates of the markets in which we participate, that we obtained from industry publications and reports generated by Cisco Systems, Inc., Gartner, Inc. and International Data Corporation. Although we have assessed the third-party information and found it to be reasonable and believe the publications are reliable, we have not independently verified their data.

All references to data from Gartner in this prospectus are to data derived from “Forecast: Electronic Equipment Production and Semiconductor Consumption by Application, Worldwide, 2010-2016, 4Q12 Update”, or the Gartner Report, published by Gartner on December 21, 2012. The Gartner Report represents data, research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, and are not representations of fact. The Gartner Report speaks as of its original publication date and not as of the date of this prospectus, and the opinions expressed in the Gartner Report are subject to change without notice.

37

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately $              million, or approximately $             million if the underwriters exercise the over-allotment option in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by us and assuming an initial public offering price of $             per ordinary share, the mid-point of the price range shown on the cover page of this prospectus. Assuming the number of ordinary shares offered by us as set forth on the cover page of this prospectus remains the same, and after deduction of underwriting discounts and commissions and estimated offering expenses payable by us, a $1.00 increase (decrease) in the assumed initial public offering price of $             per ordinary share would increase (decrease) the net proceeds to us of this offering by approximately $             million. We may also increase or decrease the number of ordinary shares we are offering. An increase (decrease) of 1.0 million ordinary shares in the number of ordinary shares offered by us would increase (decrease) the net proceeds to us by $             million, assuming an initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of ordinary shares by the selling shareholders, although we will bear the costs, other than the underwriting discounts and commissions, associated with the sale of these shares.

The primary purposes of this offering are to obtain additional equity capital, create a public market for our ordinary shares, and facilitate future access to capital via public markets. We expect to use the net proceeds from this offering, together with available funds, for general corporate purposes, including working capital for our operating subsidiaries outside China and making payments to our suppliers overseas, capital expenditures relating to the expansion of our operations, and funding possible future acquisitions. We have not determined any particular capital expenditures for which we will use the net proceeds, and the timing and size of our particular capital expenditure needs may change rapidly in response to perceived market opportunities, technological changes and actions by our competitors. We do not currently have any agreements or understandings for material acquisitions for which we intend to allocate a portion of the net proceeds. Therefore, our management is currently unable to allocate any specific portions of the net proceeds for particular uses. We currently do not intend to use any proceeds from the offering to fund our operations or capital expenditures in China or otherwise transfer the proceeds into China.

Pending our use of the net proceeds we receive from this offering, we intend to invest our net proceeds in short-term investment grade debt securities or to deposit the proceeds into interest-bearing bank accounts.

In utilizing the proceeds of this offering, we, as an offshore holding company, are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions and to our consolidated affiliated entities only through loans, in each case subject to satisfaction of applicable government registration and approval requirements. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. Currently, the working capital requirements of our PRC subsidiaries are primarily funded by their operating income generated from providing services to our non-PRC operating entities, including research and development and marketing services. We expect our PRC operating subsidiaries to continue to fund their working capital requirements in this manner for the foreseeable future.

Our plans for the proceeds of this offering are subject to change due to unforeseen events and opportunities, and the amounts and timing of our actual expenditures depend on several factors, including our expansion plans and the amount of cash generated or used by our operations. Other than as described above, we cannot specify with certainty the particular uses for the net proceeds to be received upon the completion of this offering. Accordingly, our management will have broad discretion in the application of the net proceeds we receive from our public offering, and investors will be relying on the judgment of our management regarding the application of the net proceeds.

38

DIVIDEND POLICY

We have never declared or paid any dividends in the past and we do not have any plan to declare or pay any dividends in the near future. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

39

CAPITALIZATION

The following table describes our capitalization as of June 30, 2013:

• on an actual basis;

• on a pro forma basis, giving effect to the automatic conversion of all outstanding convertible preferred shares into 40,408,994 ordinary shares; and

• on a pro forma as adjusted basis to reflect, in addition, the sale by us of                ordinary shares in this offering at an assumed initial public offering price of $            per share, the midpoint of the price range listed on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, and the sale of                ordinary shares by the selling shareholders.

You should read the following table together with our consolidated financial statements and the related notes appearing elsewhere in this prospectus and the sections of this prospectus titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Selected Consolidated Financial and Operating Data.”

	As of June 30, 2013
	Actual			Pro Forma			Pro Forma as Adjusted (1)
	(unaudited)			(unaudited)			(unaudited)
	(in thousands, except per share data)
Convertible preferred shares, par value $0.005 per share: 44,011,599 shares authorized, 39,861,320 shares issued and outstanding, actual; no shares authorized, issued and outstanding, pro forma (unaudited) and pro forma as adjusted (unaudited)	$	54,400		$	—
Shareholders’ equity:
Ordinary shares, par value $0.005 per share: 67,011,599 shares authorized, 12,417,322 shares issued and outstanding, actual;                      shares authorized,                          shares issued and outstanding, pro forma (unaudited);                          shares issued and outstanding, pro forma as adjusted (unaudited)		58			260
Additional paid-in capital		2,343			56,541
Accumulated comprehensive income		2,018			2,018
Statutory reserve		740			740
Accumulated deficit		(15,627	)		(15,627	)
Total shareholders’ equity (deficit)		(10,468	)		43,932
Total capitalization	$	43,932		$	43,932

(1) A $1.00 increase (decrease) in the assumed initial public offering price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) each of additional paid-in capital, total shareholders’ equity and total capitalization by $            million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. Each increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) cash and cash equivalents, additional paid-in capital, total shareholders’ equity and total capitalization by approximately $            million assuming a price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. The pro forma as adjusted information discussed above is illustrative only and will be adjusted based on the actual public offering price and terms of this offering determined at pricing.

If the underwriters’ over-allotment option were exercised in full, pro forma as adjusted cash and cash equivalents, ordinary shares and additional paid-in capital, shareholders’ equity and shares issued and outstanding as of June 30, 2013 would be $            , $            , $            and $            , respectively.

40

DILUTION

If you invest in our ordinary shares in this offering, your ownership interest will be diluted to the extent of the difference between the initial public offering price per share of our ordinary shares and the pro forma as adjusted net tangible book value per share of our ordinary shares immediately after this offering. Net tangible book value dilution per ordinary share to new investors represents the difference between the amount per share paid by purchasers of ordinary shares in this offering and the pro forma as adjusted net tangible book value per ordinary share immediately after completion of this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of ordinary shares outstanding. Our historical net tangible book deficit as of June 30, 2013 was $11.8 million, or $            per share. Our pro forma net tangible book value as of June 30, 2013 was $43.9 million, or $            per share, based on the total number of shares of our ordinary shares outstanding as of June 30, 2013, after giving effect to the conversion of all outstanding shares of our preferred shares into ordinary shares assuming the conversion immediately upon to the completion of this offering.

After giving effect to our sale of ordinary shares in this offering at an assumed initial public offering price of $             per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of June 30, 2013 would have been $            , or $            per share. This represents an immediate increase in net tangible book value of $            per share to existing shareholders and an immediate dilution in net tangible book value of $            per share to purchasers of ordinary shares in this offering, as illustrated in the following table:

Assumed initial public offering price per share		$
Pro forma net tangible book value (deficit) per share as of June 30, 2013	$
Increase in pro forma net tangible book value (deficit) per share attributable to new investors
Pro forma as adjusted net tangible book value per share after this offering
Dilution per share to investors in this offering		$

Each $1.00 increase (decrease) in the assumed public offering price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) our pro forma as adjusted net tangible book value by approximately $            million, or approximately $            per share, and the pro forma dilution per share to investors in this offering by approximately $            per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. An increase of 1.0 million shares in the number of shares offered by us would result in a pro forma as adjusted net tangible book value of approximately $            million, or $            per share, and the pro forma dilution per share to investors in this offering would be $            per share. Similarly, a decrease of 1.0 million shares in the number of shares offered by us would result in a pro forma as adjusted net tangible book value of approximately $            million, or $            per share, and the pro forma dilution per share to investors in this offering would be $            per share.

If the underwriters’ over-allotment option to purchase additional shares from us is exercised in full, the pro forma as adjusted net tangible book value per share after this offering would be $            per share, the increase in pro forma as adjusted net tangible book value per share to existing shareholders would be $            per share and the dilution to new investors purchasing shares in this offering would be $            per share.

41

The pro forma information discussed above is illustrative only. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ordinary shares and other terms of this offering determined at pricing.

The following table summarizes on a pro forma basis the differences as of June 30, 2013 between the shareholders at June 30, 2013 and the new investors with respect to the number of ordinary shares purchased from us, the total consideration paid and the average price per ordinary share paid. The information in the following table is illustrative only and the total consideration paid and the average price per ordinary share is subject to adjustment based on the actual initial public offering price of our ordinary shares and other terms of this offering determined at pricing.

	Ordinary Shares Purchased				Total Consideration(1)				Average Price Per Ordinary Share
	Number	Percent			Amount	Percent
Existing shareholders
New investors
Total			100	%			100	%

(1) Each $1.00 increase (decrease) in the assumed initial public offering price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the total consideration paid to us by new investors and total consideration paid to us by all shareholders by $            million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. An increase (decrease) of 1.0 million shares in the number of shares offered by us would increase (decrease) the total consideration paid to us by new investors and total consideration paid to us by all shareholders by $            million assuming a price of $            per share, the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise their over-allotment option in full, our existing shareholders would own            % and our new investors would own            % of the total number of shares of our ordinary shares outstanding immediately after this offering.

The discussion and tables above also do not take into consideration any of our outstanding share options or unvested restricted shares. As of June 30, 2013, there were            ordinary shares issuable upon the exercise of outstanding share options and              unvested restricted shares. To the extent that any of these options are exercised, there will be further dilution to new investors.

42

SELECTED CONSOLIDATED FINANCIAL DATA

The following table sets forth our selected consolidated financial data for the periods and as of the dates indicated. Our selected consolidated financial data for each of the years ended December 31, 2010, 2011 and 2012 and selected consolidated balance sheet data as of December 31, 2011 and 2012 have been derived from our audited consolidated financial statements, which are included elsewhere in this prospectus. Our selected consolidated financial data for the six months ended June 30, 2012 and 2013 and selected consolidated balance sheet data as of June 30, 2013 have been derived from our unaudited consolidated financial statements, which are included elsewhere in this prospectus. Our unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and, in the opinion of management, reflect all adjustments, which consist only of normal recurring adjustments, necessary for the fair statement of those unaudited consolidated financial statements.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. The following summaries of our consolidated financial data for the periods presented should be read in conjunction with “Risk Factors,” “Selected Consolidated Financial and Operating Data,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes, which are included elsewhere in this prospectus.

	Year Ended December 31,									Six Months Ended June 30,
	2010			2011			2012			2012		2013
	(in thousands, except share and per share data) (unaudited)
Selected Statement of Operations Data:
Revenue	$	29,078		$	50,338		$	78,245		$	33,937	$	45,392
Cost of revenue(1)		(21,248	)		(22,840	)		(31,736	)		(13,691)		(16,589	)
Gross profit		7,830			27,498			46,509			20,246		28,803
Operating expense:
Research and development(1)		(11,078	)		(13,651	)		(17,568	)		(8,469)		(12,473	)
Sales, general and administrative(1)		(5,046	)		(5,895	)		(9,792	)		(3,232)		(6,801	)
Total operating expense		(16,124	)		(19,546	)		(27,360	)		(11,701)		(19,274	)
Income (loss) from operations		(8,294	)		7,952			19,149			8,545		9,529
Interest income (expense), net		(44	)		(36	)		207			4		302
Fair value change in warrant liability		(37	)		—			—			—		—
Other income (expense), net		(114	)		(307	)		153			233		(87	)
Income (loss) before income taxes		(8,489	)		7,609			19,509			8,782		9,744
Provision for income tax		(54	)		(2,637	)		(1,228	)		(553)		(972	)
Net income (loss)	$	(8,543	)	$	4,972		$	18,281		$	8,229	$	8,772
Net income (loss) attributable to ordinary shareholders—Basic	$	(11,056	)	$	77		$	3,114		$	1,357	$	1,558
Net income (loss) per share:
Basic	$	(1.06	)	$	0.01		$	0.29		$	0.13	$	0.14
Diluted	$	(1.06	)	$	0.01		$	0.26		$	0.12	$	0.12
Weighted-average shares used in computing net income (loss) per share:
Basic		10,393,746			10,650,479			10,798,107			10,735,327		11,496,089
Diluted		10,393,746			14,810,976			15,916,704			15,617,434		16,430,914

43

(1) Includes share-based compensation as follows:

	Year Ended December 31,						Six Months Ended June 30,
	2010		2011		2012		2012		2013
	(in thousands)						(unaudited)
Cost of revenue	$	31	$	13	$	19	$	10	$	28
Research and development		358		356		497		210		578
Sales, general and administrative		389		262		473		169		688
Total share-based compensation	$	778	$	631	$	989	$	389	$	1,294

	As of December 31,						As of June 30,
	2011			2012			2013
	(in thousands)						(unaudited)
Selected Balance Sheet Data:
Cash and cash equivalents	$	23,343		$	21,580		$	13,921
Working capital		16,268			33,496			42,124
Total assets		39,866			53,802			64,592
Total liabilities		25,620			20,208			20,660
Convertible preferred shares		54,322			54,377			54,400
Total shareholders’ deficit		(40,076	)		(20,783	)		(10,468	)

44

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties such as statements of our plans, objectives, expectations and intentions. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included elsewhere in this prospectus.

Overview

We are a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. In the home entertainment market, we offer a range of set-top box solutions including tuners, demodulators and decoders as well as integrated solutions with customized software and support. In the cloud computing market, we offer high performance, low power memory interface solutions that enable memory intensive server applications.

Since our inception, we have been focused on developing a technology platform consisting of proprietary hardware building blocks and customized software to enable the design of high performance, low power analog and mixed-signal semiconductor solutions. We have developed expertise in analog and radio frequency solutions, digital signal processors and high speed interfaces, which serve as the foundation for our technology platform. While analog and mixed-signal technology is applicable to a broad array of end markets, in order to best leverage our technology platform, we have been highly selective in identifying our initial target end markets. We have focused on target markets which we believe have compelling long-term growth prospects and are also characterized by complex product design, long life cycles and stringent qualification requirements. We believe that our extensive customer interaction, combined with our deep understanding of our customers’ needs, fosters customer loyalty and increases visibility of evolving customer requirements and market opportunities.

Initially, we focused on the home entertainment market by designing solutions for set-top boxes used in emerging markets. We believed this end market allowed us to best leverage our technology platform and take advantage of our presence in China, where almost all of our engineering development takes place and we have extensive field application engineers to help serve our target end customers. We began addressing this market by developing stand-alone tuners, demodulators and decoders and introduced our first set-top box solution in 2005. In 2010, we began selling integrated set-top box solutions, which combine a demodulator, decoder and sometimes tuner into a single semiconductor solution and have higher average selling prices and gross margins than our stand-alone tuner, demodulator and decoder solutions. We currently offer ten set-top box solutions for use in the home entertainment market, including multi-standard compliant HDTV and SDTV semiconductor solutions. We believe our ability to provide integrated solutions with customized software and support, which we develop through close collaboration with our end customers, has been a key to our success in addressing the characteristics of the home entertainment market in emerging markets. Our collaborative approach, which we believe significantly benefits from our close proximity to our end customers, allows us to develop extensive localized knowledge of a large, fragmented market with diverse technical and service requirements.

We have also focused our development efforts on designing memory interface solutions targeting the cloud computing market by leveraging our expertise in high performance, low power mixed-signal semiconductor design technologies and proximity to key industry participants in Asia. Memory interface solutions must meet stringent high performance and low power requirements and must have the ability to process high frequency signals. Our technology platform enables us to address these requirements. We currently offer two memory interface solutions for use in the cloud computing market, consisting of register buffers for use in RDIMMs and memory buffers for use in LRDIMMs. Both of these solutions are compatible with DDR3 DRAM technology, the most prevalent industry standard. Sales of LRDIMM memory buffers for DDR3 accounted for 27.9% and

45

32.6% of our revenue from memory interface solutions, and 1.7% and 3.1% of our total revenue, in 2012 and the six months ended June 30, 2013, respectively. We expect revenue from our LRDIMM memory buffers to increase as a percentage of our total revenue beginning in 2013, driven largely by growth in cloud computing. Achieving and maintaining Intel validation for our LRDIMM memory buffers is extremely important to our market position and the prospects of our memory interface solutions business, as the server OEMs who adopt Intel’s server platforms will only purchase components of their servers from Intel validated vendors.

We have sold our set-top box solutions primarily through distributors to over 150 end customers worldwide. Our end customers include nine of the ten largest set-top box manufacturers in China who sell solutions optimized for viewers in emerging markets. We sell substantially all of our memory interface solutions directly to memory module manufacturers. We have sold our memory interface solutions to the world’s four largest DRAM manufacturers and the world’s largest third-party DRAM module supplier.

We operate a fabless business model and use third-party foundries and assembly and test manufacturing contractors to manufacture, assemble and test our semiconductor products. This outsourced manufacturing approach allows us to focus our resources on the design, development and marketing of our solutions and reduces overhead and our exposure to semiconductor industry cyclicality risks.

Since inception, we have invested significant resources in our research and development activities. Our engineering design teams are located in Shanghai, Suzhou and Hangzhou in China and in Taipei and Hsinchu in Taiwan. As of June 30, 2013, we had 290 engineers in our research and development organization of which 141 hold post-graduate engineering degrees. We believe our future success depends on our ability to continuously enhance our solutions and technology platform to meet the rapidly changing needs and requirements of our end customers. As a result, we intend to continue to invest in our research and development efforts.

Our revenue has grown from $29.1 million in 2010 to $78.2 million in 2012, representing a compound annual growth rate of 64%, and from $33.9 million in the six months ended June 30, 2012 to $45.4 million in the six months ended June 30, 2013, representing an annual growth rate of 34%. In 2012, we generated 94% of our revenue from sales of set-top box solutions and 6% from sales of memory interface solutions. In the six months ended June 30, 2013, 91% of our revenue was generated from set-top box solutions and 9% was generated from memory interface solutions. Our net income (loss) was $(8.5) million in 2010, $5.0 million in 2011, $18.3 million in 2012 and $8.8 million in the six months ended June 30, 2013.

Significant Factors Affecting Our Operating Results

Market Demand. Demand for our solutions, and semiconductors in general, may fluctuate depending on various factors, including macroeconomic conditions and changing or evolving technologies, viewer preferences, customer requirements and technical standards. In emerging markets, the satellite set-top box market is currently larger than the cable and terrestrial set-top box markets in terms of total number of units sold by Chinese manufacturers, while the cable set-top box market is expected to expand rapidly in coming years. In the cloud computing market, next generation server platforms will require LRDIMM technologies to increase memory capacity within servers. Due to the evolving nature of our markets, our results of operations depend on our ability to accurately anticipate and respond to changes in technologies, viewer preferences and other market conditions.

Introduction of New Solutions. Our ability to grow our revenue has depended, and will continue to depend, on our ability to develop new semiconductor solutions and to successfully market those solutions to new and existing customers. We have expanded our set-top box solutions to include a wide range of multi-standard compliant HDTV and SDTV solutions, and we are continuing to expand our portfolio to capture additional segments of the market. For example, we launched an HDTV decoder solution in early 2013 and are growing our cable set-top box solutions business. In the cloud computing market, we are working closely with key industry participants, including JEDEC, leading CPU and memory module manufacturers and server OEMs to develop the first generation of DDR4-compliant memory interface solutions, including a registering clock driver and a data buffer. In July 2013, we introduced our DDR4 registering clock driver and data buffer for DDR4 RDIMMs and

46

LRDIMMs, which we believe is the industry’s first JEDEC 0.92 specifications compliant DDR4 registering clock driver and data buffer. Our success depends in large part on our ability to leverage our established customer base, which includes most of the leading set-top box manufacturers in China, to quickly increase revenue from our new solutions offerings.

Revenue Mix among Our Solutions. Our revenue and gross margin in any given period can be significantly affected by the relative proportion of revenue from our different solutions. For example, our integrated set-top box solutions generally have higher average selling prices and higher gross margins than our stand-alone tuner, demodulator and decoder solutions. In addition, newly launched solutions which incorporate more complex configurations generally have higher margins, subject to market-specific supply and demand. However, we expect that as our existing solutions and target markets mature, the average unit selling price may decline over time.

Life Cycles of Our Solutions. Our semiconductor solutions are subject to life cycles and experience gradually declining average selling prices. In general, set-top boxes targeting the emerging markets have life cycles lasting a number of years, depending on technological or other changes affecting the market, with average selling prices declining moderately during the life cycle. For memory interface solutions, our solutions are designed to support a specific CPU or server platform developed by CPU manufacturers and depend on the life cycle of the platform we are supporting of the CPU manufacturer. The life cycle of a CPU or server platform typically ranges from 24 to 36 months.

Attach Rate. In the cloud computing industry, the attach rate for a specific component within the server is expressed in terms of the percentage of servers sold with that particular component. As an example, the percentage of servers sold with LRDIMMs would be expressed as the attach rate of LRDIMMs to total servers. As one of only two LRDIMM memory buffer suppliers currently validated by Intel Corporation for DDR3 memory buffers, the attach rate for LRDIMMs can have a significant effect on our addressable market and revenue.

Seasonality. Our quarterly revenue and operating results have fluctuated in the past and may continue to fluctuate significantly depending upon numerous factors. In particular, we typically have lower sales during the first quarter of each year, with the fourth quarter typically having the highest quarterly revenue. This fluctuation is driven primarily by the effect of Chinese Lunar New Year, which occurs in the first quarter, on the purchasing patterns of our distributors and end customers. Our relatively stronger performance in the fourth quarter has been largely due to increased demand from our end customers in anticipation of increased demand for set-top boxes during the Chinese Lunar New Year holiday season.

Research and Development Expenses/Tape-out Costs. The semiconductor industry requires substantial investment in research and development in order to develop and bring to market new and enhanced technologies and products. All of our solutions have originated from our research and development efforts, which provided us with a significant competitive advantage. While we are committed to investing in new solution development in order to remain competitive in our target markets, sufficient resources to maintain the level of investment in research and development activities is crucial to our competitiveness and results of operations. In the event that we are unable to put in sufficient resources in research and development activities, which may or may not become commercially successful, our results of operations may be adversely affected. Our research and development expense may be significantly affected by tape-out costs, which include product engineering mask costs and prototype integrated circuit packaging and test costs. The timing of tape-out costs may be difficult to accurately predict and may lead to fluctuations in our quarterly or annual research and development expense and net income.

Jumpstart Our Business Startups Act

Under the Jumpstart Our Business Startups Act, or the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected not to take advantage of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

47

Description of Certain Statement of Operations Items

The following describes the line items set forth in our consolidated statements of operations.

Revenue

We generate revenue from sales of our set-top box and memory interface solutions to set-top box and memory module manufacturers, either directly or through our distributors. Substantially all of our set-top box end customers purchase products indirectly from us through distributors, while we sell substantially all of our memory interface solutions directly to our end customers.

In 2012 and the six months ended June 30, 2013, we generated 94% and 91% of our revenue from sales of set-top box solutions, respectively, and 6% and 9% from sales of memory interface solutions, respectively. We expect sales of set-top box solutions to continue to account for the substantial majority of our revenue; however, we expect revenue from sales of memory interface solutions as a percentage of our total revenue to grow in the next several years. We have generated the significant majority of our revenue from sales to end customers located in Asia. Although our end customers are primarily manufacturers located in Asia, our semiconductor solutions are incorporated into finished products sold globally.

Cost of Revenue and Gross Margin

Cost of revenue primarily includes the cost of finished silicon wafers processed by third-party foundries; costs associated with our outsourced packaging, assembly and testing; shipping costs; and costs of personnel, logistics and quality assurance. Cost of revenue also includes indirect costs, such as warranty, inventory valuation reserves and other overhead costs.

Gross profit is revenue less cost of revenue. Gross margin is gross profit expressed as a percentage of revenue. We expect that our gross margin may fluctuate from period to period, primarily as a result of changes in average selling price, revenue mix among our solutions, and manufacturing costs. In addition, we may reserve against the value at which we carry our inventory based upon the solution’s life cycle and conditions in the markets in which we sell. Any declines in average selling prices may be paired with improvements in our cost of revenue, which may offset some of the gross margin reduction that could result from lower selling prices.

Operating Expenses

Our operating expenses consist of research and development expense and sales, general and administrative expense.

Research and Development. Research and development expense primarily includes personnel-related expenses, including salaries, bonuses, share-based compensation and employee benefits. Research and development expense also includes the costs of developing new products as well as supporting existing products, including tape out costs, computer-aided design software license costs, intellectual property license costs, reference design development costs, development testing and evaluation costs and depreciation expense. Research and development activities include the design of new products, refinement of existing products and design of test methodologies to ensure compliance with required specifications. All research and development costs are expensed as incurred. We expect our research and development expense to increase as we continue to expand our available solutions.

Sales, General and Administrative. Sales, general and administrative expense primarily includes personnel-related expenses, including salaries, bonuses, share-based compensation and employee benefits. Sales, general and administrative expense also includes field application engineering support, commissions to independent sales representatives, travel costs, professional and consulting fees, legal fees, trade shows, depreciation expense and occupancy costs. We expect our sales, general and administrative expense to increase as we expand our organization to better support our customers and our anticipated growth. Additionally, these expenses will increase as we establish the necessary infrastructure to operate effectively as a public company.

48

Interest Income (Expense), Net

Interest income consists of interest earned on our cash, cash equivalents and short-term investment balances. Interest expense primarily consists of interest on our borrowings.

Fair Value Change in Warrant Liability

Fair value change in warrant liability relates to the change in fair value of our Series B-2 preferred share warrants issued to certain of our investors in October 2009. The change in fair value was remeasured at June 30, 2010, when the warrants were exercised in full. We determined the fair value of the warrants with the assistance of an independent third-party valuation specialist. The change in fair value was recorded as a non-cash charge in our consolidated statements of operations and comprehensive income (loss) in 2010.

Other Income (Expense), Net

Other income (expense), net generally consists of income (expense) generated from minor non-operating transactions.

Provision (Benefit) for Income Tax

We are an exempted company registered in the Cayman Islands and conduct business in several countries including China, Hong Kong, Taiwan and the United States. We are subject to taxation in each of these jurisdictions in which we conduct business. As a result, our worldwide income is subject to the tax rates in which our income is generated and as such our effective tax rate may fluctuate based on the geographic distribution of our earned income or losses and the applicable tax laws in which those earnings or losses were generated.

Under the current law of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend payments made by us are not subject to withholding tax in the Cayman Islands. Our Hong Kong and Taiwan operating subsidiaries are subject to income tax rates at 16.5% and 17%, respectively. Our U.S. subsidiary is subject to U.S. federal income tax at graduated tax rates from 15% to 35% and the income allocated and apportioned to the state of California is subject to California income tax at 8.8%.

The generally applicable corporate income tax rate in China, or an enterprise income tax rate, is 25%. Our principal PRC operating subsidiary enjoys certain preferential tax rates due to its qualification as a qualified integrated circuit design enterprise and a high and new technology enterprises, or HNTE. As a qualified integrated circuit design enterprise, our principal PRC operating subsidiary is entitled to a two-year enterprise income tax exemption followed by a three-year 50% enterprise income tax rate reduction commencing from the first profit-making year, which was 2010. As a result, our principal PRC operating subsidiary was exempt from PRC enterprise income tax in 2010 and 2011 and enjoys a preferential enterprise income tax rate of 12.5% from 2012 through 2014. PRC preferential tax treatments are subject to review and may be adjusted or revoked at any time in the future. The discontinuation of any preferential tax treatments available to us will cause our effective tax rate to increase, which will decrease our net income and materially and adversely affect our financial condition and results of operations. See “Risk Factors—Risk Factors Related to Regulations Applicable to Us—Our business has benefited from certain preferential tax treatment and government subsidies. Discontinuation or revocation of the preferential tax treatments and government subsidies available to us could decrease our net income and materially and adversely affect our financial condition and results of operations.”

49

Results of Operations

The following table sets forth our consolidated statement of operations data (in thousands) for the periods indicated.

	Year Ended December 31,									Six Months Ended June 30,
	2010			2011			2012			2012			2013
	(in thousands, except share and per share data)									(unaudited)
Statement of Operations Data:
Revenue	$	29,078		$	50,338		$	78,245		$	33,937		$	45,392
Cost of revenue(1)		(21,248	)		(22,840	)		(31,736	)		(13,691	)		(16,589	)
Gross profit		7,830			27,498			46,509			20,246			28,803
Operating expense:
Research and development(1)		(11,078	)		(13,651	)		(17,568	)		(8,469	)		(12,473	)
Sales, general and administrative(1)		(5,046	)		(5,895	)		(9,792	)		(3,232	)		(6,801	)
Total operating expense		(16,124	)		(19,546	)		(27,360	)		(11,701	)		(19,274	)
Income (loss) from operations		(8,294	)		7,952			19,149			8,545			9,529
Interest income (expense), net		(44	)		(36	)		207			4			302
Fair value change in warrant liability		(37	)		—			—			—			—
Other income (expense), net		(114	)		(307	)		153			233			(87	)
Income (loss) before income taxes		(8,489	)		7,609			19,509			8,782			9,744
Provision for income tax		(54	)		(2,637	)		(1,228	)		(553	)		(972	)
Net income (loss)	$	(8,543	)	$	4,972		$	18,281		$	8,229		$	8,772
Net income (loss) attributable to ordinary shareholders—Basic	$	(11,056	)	$	77		$	3,114		$	1,357		$	1,558
Net income (loss) per share:
Basic	$	(1.06	)	$	0.01		$	0.29		$	0.13		$	0.14
Diluted	$	(1.06	)	$	0.01		$	0.26		$	0.12		$	0.12
Weighted-average shares used in computing net income (loss) per share:
Basic		10,393,746			10,650,479			10,798,107			10,735,327			11,496,089
Diluted		10,393,746			14,810,976			15,916,704			15,617,434			16,430,914

(1) Includes share-based compensation as follows:

	Year Ended December 31,						Six Months Ended June 30,
	2010		2011		2012		2012		2013
	(in thousands)						(unaudited)
Cost of revenue	$	31	$	13	$	19	$	10	$	28
Research and development		358		356		497		210		578
Sales, general and administrative		389		262		473		169		688
Total share-based compensation	$	778	$	631	$	989	$	389	$	1,294

50

Comparison of the six months ended June 30, 2012 and 2013

Revenue

	Six Months Ended June 30,				% Change
	2012		2013
	(unaudited, in thousands, except percentage data)
Revenue	$	33,937	$	45,392		34	%

Revenue in the six months ended June, 2013 increased by $11.5 million, or 34%, from the same period in 2012 primarily due to an increase in revenue from sales of our set-top box solutions, which increased from $32.0 million to $41.1 million. Total number of units shipped for our set-top box solutions increased by 12% in the six months ended June 30, 2013 from the same period in 2012 due to increased demand reflecting greater market acceptance of our integrated set-top box solutions which increasingly became the primary source of our set-top box revenue. A substantial portion of the increase in revenue was attributable to the continued increase in shipments of our integrated set-top box solutions, which have higher average selling prices than our stand-alone solutions. Our revenue from memory interface solutions in the six months ended June 30, 2013 increased by $2.3 million, or 117%, from the same period in 2012 due to increased number of units shipped, which increased by 103%, as well as higher average selling prices, primarily as a result of sales of our LRDIMM solutions, which have significantly higher average selling prices than our other memory interface solutions.

Cost of Revenue and Gross Profit

	Six Months Ended June 30,						% Change
	2012			2013
	(unaudited, in thousands, except percentage data)
Cost of revenue	$	13,691		$	16,589			21	%
% of revenue		40	%		37	%
Gross profit	$	20,246		$	28,803			42	%
Gross margin		60	%		63	%

Cost of revenue in the six months ended June 30, 2013 increased by $2.8 million, or 21%, from the same period in 2012. The increase in cost of revenue was primarily due to the increase in number of units shipped in the six months ended June 30, 2013 compared to the same quarter in 2012. Gross margin increased from 60% in the six months ended June 30, 2012 to 63% in the six months ended June 30, 2013 primarily due to improved economies of scale resulting from the increase in shipment volume as well as increased sales of our higher gross margin integrated set-top box and LRDIMM solutions.

Operating Expenses

	Six Months Ended June 30,						% Change
	2012			2013
	(unaudited, in thousands, except percentage data)
Research and development	$	8,469		$	12,473			47	%
% of revenue		25	%		27	%
Sales, general and administrative	$	3,232		$	6,801			110	%
% of revenue		10	%		15	%

51

Research and development expenses in the six months ended June 30, 2013 increased by $4.0 million, or 47%, from the same period in 2012, primarily as a result of an increase in personnel-related expenses of $3.3 million and increased share-based compensation expense of $0.4 million attributable to new share option grants, partially offset by a decrease of $0.8 million in external consulting services. The primary reason for the increase in personnel-related expenses was the increase in headcount as we ended this period with 290 research and development employees, an increase of 75 employees compared to June 30, 2012.

Sales, general and administrative expenses in the six months ended June 30, 2013 increased by $3.6 million, or 110%, from the same period in 2012, primarily as a result of an increase in personnel-related expenses of $1.0 million. The overall increase in expenses also included an increase of $0.8 million for professional service fees, primarily including fees for accounting and legal services, an increase of $0.6 million for amortization of intangible assets and an increase of $0.5 million in share-based compensation expense attributable to new grants of share options and restricted share awards. The primary reason for the increase in personnel-related expenses was the increase in headcount as we ended this period with 133 sales, general and administrative employees, an increase of 13 employees compared to the June 30, 2012.

Interest Income (Expense), Net and Other Income (Expense), Net

	Six Months Ended June 30,
	2012		2013
	(unaudited, in thousands)
Interest income (expense), net	$	4	$	302
Other income (expense), net		233		(87	)

Interest income (expense), net increased in the six months ended June 30, 2013 from the same period in 2012, primarily due to increased interest income from higher cash and short-term investment balances. Additionally, interest expense decreased in the six months ended June 30, 2013 from the same period in 2012, primarily due to the repayment of $1.6 million of bank borrowings during this period. During the six months ended June 30, 2013, we paid off an existing balance due on a bank line of credit.

Other income (expense), net was income of $0.2 million in the six months ended June 30, 2012 as compared to expense of $87,000 in the same period of 2013. The other income we recorded in the six months ended June 30, 2012 was primarily from a non-project related government subsidy received during the period. The other expense we recorded in the six months ended June 30, 2013 primarily reflected a $0.2 million foreign exchange loss partially offset by a government subsidy of $0.1 million.

Provision (Benefit) for Income Taxes

Our provision for income tax was $1.0 million in the six months ended June 30, 2013 compared to $0.6 million in the six months ended June 30, 2012, due to an 11% increase in our income before income taxes in the quarter ended June 30, 2013 as compared to the same period in 2012 and increase in year-to-date tax rate. The tax rate increase was mainly due to the increase in our total income before tax and the increase in income before tax in jurisdictions with higher tax rates compared to the prior year.

Comparison of the Years Ended December 31, 2010, 2011 and 2012

Revenue

	Year Ended December 31,						% Change
	2010		2011		2012		2011			2012
	(in thousands, except percentage data)
Revenue	$	29,078	$	50,338	$	78,245		73	%		55	%

52

Revenue in 2012 increased by $27.9 million, or 55%, from 2011 primarily due to an increase in revenue from sales of our set-top box solutions, which increased from $49.0 million to $73.6 million, primarily as a result of a 50% increase in the number of units shipped for our set-top box solutions driven by increased demand reflecting greater market acceptance of our integrated set-top box solutions which increasingly became the primary source of our set-top box revenue. A substantial portion of this increase was attributable to the continued increase in shipments of our integrated set-top box solutions. Our memory interface solutions revenue also increased significantly in 2012, increasing from $1.3 million in 2011 to $4.6 million in 2012 due to an increase of 169% in the number of units shipped, as well as higher average selling prices, primarily as a result of sales of our LRDIMM solutions, which have significantly higher average selling prices than our other memory interface solutions. We began generating meaningful revenue from LRDIMM sales in 2012.

Revenue in 2011 increased by $21.2 million, or 73%, from 2010 primarily due to the increase in revenue of our set-top box solutions, which increased from $27.9 million to $49.0 million. Total number of units shipped for our set-top box solutions increased by 19% in 2011 reflecting greater market acceptance of our integrated set-top box solutions which became the primary source of our set-top box revenue. The increase in our set-top box solutions revenue was attributable primarily to increased shipments of our integrated solutions, which accounted for a significantly higher proportion of our revenue from set-top box solutions in 2011 compared to 2010.

Cost of Revenue and Gross Profit

	Year Ended December 31,									% Change
	2010			2011			2012			2011		2012
	(in thousands, except percentage data)
Cost of revenue	$	21,248		$	22,840		$	31,736			8%		39%
% of revenue		73	%		45	%		41	%
Gross profit	$	7,830		$	27,498		$	46,509			251%		69%
Gross margin		27	%		55	%		59	%

Cost of revenue increased by $8.9 million, or 39%, from 2011 to 2012. The increase in cost of revenue was primarily due to increased shipments, in particular for integrated solutions for set-top box applications. Gross margin increased from 55% to 59% during the same period due primarily to improved economies of scale resulting from the increase in shipment volume.

Cost of revenue increased by $1.6 million, or 8%, from 2010 to 2011, primarily due to increased shipments, in particular for integrated solutions for set-top boxes. Gross margin increased from 27% to 55% during the same period as a result of an increase in sales of our integrated solutions due to their relatively higher average selling prices and gross margins compared to our stand-alone tuner, demodulator and decoder solutions. We also had a $1.6 million write-down of obsolete inventory primarily related to our memory interface solutions that supported servers utilizing DDR2 memory in 2010.

Our gross profit benefited $30,000, $0.6 million and $0.3 million from sales of product that was previously written down to net realizable value for 2010, 2011 and 2012, respectively.

Operating Expenses

	Year Ended December 31,									% Change
	2010			2011			2012			2011		2012
	(in thousands, except percentage data)
Research and development	$	11,078		$	13,651		$	17,568			23%		29%
% of revenue		38	%		27	%		22	%
Sales, general and administrative	$	5,046		$	5,895		$	9,792			17%		66%
% of revenue		17	%		12	%		13	%

53

Research and development expense for 2012 increased by $3.9 million, or 29%, from 2011 primarily as a result of an increase in headcount to support the number of product development projects in process during the year. The increase in personnel-related expenses of $4.8 million was the largest component of the change and a direct result of the increase of 85 employees in our research and development organization as we ended the year with 270 research and development employees. The increase was partially offset by proceeds received for government funding of research and development projects that passed the government review process during the year, which reduced research and development expenses by $1.0 million.

Research and development expense for 2011 increased by $2.6 million, or 23%, from 2010. The increase in personnel-related expenses of $1.9 million was the largest component of the change and a direct result of the increase of 69 employees in our research and development organization as we ended the year with 185 research and development employees.

Sales, general and administrative expense for 2012 increased by $3.9 million, or 66%, from 2011, primarily as a result of an increase in personnel-related expenses of $2.0 million, which primarily resulted from an increase of 24 sales, general and administrative employees during 2012 as we ended the year with 126 sales, general and administrative employees. In addition, the increase in sales, general and administrative expenses was partially due to a $1.1 million increase in consulting and professional fees.

Sales, general and administrative expense for 2011 increased by $0.8 million, or 17%, from 2010 due to an increase in personnel-related expenses of $0.8 million, which primarily resulted from an increase of 16 sales, general and administrative employees as we ended the year with 102 sales, general and administrative employees.

Interest Income (Expense), Net, Fair Value Change in Warrant Liability and Other Income (Expense), Net

	Year Ended December 31,
	2010			2011			2012
	(in thousands)
Interest income (expense), net	$	(44	)	$	(36	)	$	207
Fair value change in warrant liability	$	(37	)		—			—
Other income (expense), net	$	(114	)	$	(307	)	$	153

Interest income (expense), net increased to $207,000 in 2012 from $(36,000) in 2011 primarily due to earnings on higher cash and short term investment balances.

Fair value change in warrant liability of $37,000 in 2010 was the result of the revaluation of warrants issued to our Series B-2 preferred shareholders in 2009 that were exercised in 2010. The expense reflected the increase in the value of the warrant from the time they were issued to the time they were exercised by shareholders.

We had other income, net in 2012 of $0.2 million compared with other expense, net of $0.3 million in 2011. Our other expense, net increased from $0.1 million in 2010 to $0.3 million in 2011.

Provision (Benefit) for Income Tax

Our provision for income tax was $1.2 million in 2012 compared to $2.6 million in 2011. Our effective income tax rate decreased to 6.3% in 2012 from 34.7% of 2011. In 2011, we recorded a one-time income tax provision of $2.8 million for research and development expenses that were non-deductible for tax purposes. We had provision for income tax of $54,000 in 2010.

Selected Quarterly Results of Operations

The following table presents our unaudited quarterly results of operations for the six quarters ended June 30, 2013. This unaudited quarterly information has been prepared on the same basis as our audited consolidated

54

financial statements and includes all adjustments, consisting of only normal recurring adjustments, necessary for the fair statement of the information for the quarters presented. You should read this table together with our audited consolidated financial statements and the related notes thereto included elsewhere in this prospectus. Our quarterly results of operations will vary in the future. The results of operations for any quarter are not necessarily indicative of any future results.

	Three Months Ended
	Mar. 31, 2012			Jun. 30, 2012			Sept. 30, 2012			Dec. 31, 2012			Mar. 31, 2013			Jun.  30, 2013
	(unaudited) (in thousands)
Statement of Operations Data:
Revenue	$	14,704		$	19,233		$	20,601		$	23,707		$	20,084		$	25,308
Cost of revenue		6,554			7,137			7,683			10,362			7,769			8,820
Gross profit		8,150			12,096			12,918			13,345			12,315			16,488
Operating expense:
Research and development		4,238			4,231			3,835			5,264			5,700			6,773
Sales, general and administrative		1,427			1,805			2,382			4,178			3,100			3,701
Total operating expense		5,665			6,036			6,217			9,442			8,800			10,474
Income from operations		2,485			6,060			6,701			3,903			3,515			6,014
Interest income (expense), net		(13	)		17			71			132			129			173
Fair value change in warrant liability		—			—			—			—			—			—
Other income (expense), net		18			215			20			(100	)		16			(103	)
Income before income taxes		2,490			6,292			6,792			3,935			3,660			6,084
Provision for income tax		(153	)		(400	)		(427	)		(248	)		(371	)		(601	)
Net income	$	2,337		$	5,892		$	6,365		$	3,687		$	3,289		$	5,483

The following table presents the unaudited quarterly results of operations as a percentage of revenue:

	Three Months Ended
	Mar. 31, 2012			Jun. 30, 2012			Sept. 30, 2012			Dec. 31, 2012			Mar. 31, 2013			Jun.  30, 2013
	(unaudited)
Statement of Operations Data:
Revenue		100	%		100	%		100	%		100	%		100	%		100	%
Cost of revenue		45			37			37			44			39			35
Gross profit		55			63			63			56			61			65
Operating expense:
Research and development		29			22			19			22			28			27
Sales, general and administrative		10			9			12			18			15			15
Total operating expense		39			31			30			40			43			42
Income from operations		17			32			33			16			18			23
Interest income (expense), net		0			0			0			1			0			1
Fair value change in warrant liability		0			0			0			0			0			0
Other income (expense), net		0			1			0			0			0			0
Income before income taxes		17			33			33			17			18			24
Provision for income tax		(1	)		(2	)		(2	)		(1	)		(2	)		(2	)
Net income		16	%		31	%		31	%		16	%		16	%		22	%

55

We typically experience seasonal fluctuations in our quarterly revenue, with the first fiscal quarter normally being the lowest revenue quarter and the fourth quarter being the highest revenue quarter. This seasonality is primarily the result of increased sales into the set-top box market in the fourth quarter of each year as our end customers build inventory in preparation for the holiday shopping season. In contrast, we normally experience lower sales in the first quarter of each year as our end customers generally manufacture fewer set-top boxes as a result of the Chinese New Year holiday, which falls in January or February of each year.

Our cost of revenue and gross margin generally varies with our revenue mix among our solutions. Typically, solutions incorporated into more complex configurations, such as our integrated set-top box solutions generally have higher sales prices and enjoy higher profit margins as compared to stand-alone solutions. Similarly, our current LRDIMM memory buffers have a higher sales price and higher profit margin compared to our RDIMM register buffers. We expect that our gross margin may continue to vary from quarter to quarter primarily based on the mix of solutions that we sell in each of our target markets. Additionally, our gross margin can be affected by the timing of new product introductions and the effect of the valuation of our inventories.

Research and development expense generally increased on a quarter-on-quarter basis primarily due to an increase in engineering headcount and the costs associated with new product development. We expect our headcount to increase in order to support our growing new product development activities. Our research and development expense may be significantly affected by tape-out costs in support of these development activities as the timing of tape-out costs may be difficult to accurately predict and may lead to fluctuations in our quarterly or annual research and development expense and net income. The relatively lower research and development expense in the quarter ended September 30, 2012 was primarily due to proceeds received for government funding of research and development projects that passed the government review process, which reduced research and development expenses by $1.0 million during that quarter.

Sales, general and administrative expense generally increased on a quarter-on-quarter basis primarily due to increases in headcount to support the growth in our business, business development efforts to support our growing sales and marketing efforts and other professional services to support our legal and accounting requirements. Sales, general and administrative expense as a percentage of revenue will fluctuate from quarter to quarter primarily based on the timing of these expenses.

We incurred relatively high operating expenses, resulting in lower income from operations, in the quarter ended December 31, 2012 primarily due to relatively higher professional fees for accounting, tax and legal services relating to our initial public offering in the three months ended December 31, 2012 that were not eligible for capitalization. We typically do not expect operating expenses as a percentage of revenue to be materially higher in the fourth quarter than in other quarters.

Liquidity and Capital Resources

As of June 30, 2013, we had $36.9 million of cash, cash equivalents and short-term investments. Since 2011, we have financed our operations primarily through net cash from operating activities. Prior to 2011, we financed our operations primarily by net proceeds of approximately $43.1 million from the sales of preferred shares. We believe our current cash, cash equivalents and net cash from operating activities will be sufficient to satisfy our liquidity requirements for the next 12 months. However, management may in the future elect to finance operations by further utilizing bank loans, credit facilities or selling equity securities.

The ability of our PRC subsidiaries to make dividend and other payments to us may be restricted by applicable PRC foreign exchange laws and other PRC laws and regulations. Current PRC regulations permit our subsidiaries in China to pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our subsidiaries in China are required to set aside at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds until such reserves have reached at least 50% of their respective registered capital. These reserves are not distributable as

56

cash dividends. Further, loans or investments outside of China by PRC companies are subject to restrictions and approval requirements. Therefore, it may be difficult for us to transfer funds from our PRC subsidiaries to us quickly. We do not expect the restrictions on transferring funds out of China will have a material effect on our liquidity because we believe our cash, cash equivalents and other assets located outside of China are sufficient to meet our expected needs and our revenues are primarily generated outside of China in U.S. dollars. We generate the substantial majority of our revenue, and incur our working capital requirements relating to purchases of inventory from third-party foundries, through our non-PRC operating entities. The working capital requirements of our PRC operating subsidiaries, which include research and development and sales, general and administrative expenses, are primarily funded by their operating income generated from providing services to our non-PRC operating entities.

Below is a summary of our cash flows provided by (used in) operating activities, investing activities and financing activities for the periods indicated:

	Year Ended December 31,									Six Months Ended June 30,
	2010			2011			2012			2012		2013
	(in thousands)									(unaudited)
Net cash provided by (used in) operating activities	$	(937	)	$	11,187		$	9,404		$	(559)	$	11,909
Net cash used in investing activities		(824	)		(807	)		(10,503	)		(4,276)		(17,635	)
Net cash provided by (used in) financing activities		2,415			(636	)		(553	)		(2,044)		(1,802	)
Effect of exchange rates on cash and cash equivalents		131			281			(111	)		(16)		(131	)
Net increase (decrease) in cash and cash equivalents	$	785		$	10,025		$	(1,763	)	$	(6,895)	$	(7,659	)

Net Cash Provided by (Used in) Operating Activities

Our primary uses of cash are to fund operating expenses and purchases of inventory. Cash used to fund operating expenses excludes the impact of non-cash items such as depreciation and share-based compensation and is impacted by the timing of when we pay these expenses as reflected in the change in our outstanding accounts payable and accrued expenses.

Our primary sources of cash are cash receipts on accounts receivable from our shipment of products to distributors and direct customers. Aside from an increase in amounts billed to our customers, net cash collections of accounts receivable are impacted by the efficiency of our cash collections process, which can vary from period to period depending on the payment cycles of our major distributor customers. Our accounts receivable, net at year end as a percentage of our revenue during the year were 5%, 12% and 10% in 2010, 2011 and 2012, respectively.

Net cash provided by operating activities in the six months ended June 30, 2013 primarily reflected our net income of $8.8 million, depreciation and amortization of $1.3 million and share-based compensation of $1.3 million.

Net cash used in operating activities in the six months ended June 30, 2012 primarily reflected a decrease in accounts payable, deferred margin and accrued expenses of $2.0 million, $4.4 million, and $1.1 million, respectively, and an increase in inventory of $2.8 million, partially offset by our net income of $8.2 million, depreciation and amortization of $0.3 million, share-based compensation of $0.4 million, and a decrease of tax payable of $0.5 million.

Net cash provided by operating activities in 2012 primarily reflected our net income of $18.3 million, share-based compensation of $1.0 million, depreciation of $1.2 million, inventory write-downs of $0.5 million, and

57

increases in accrued expenses and taxes payable of $0.9 million and $1.1 million, respectively, partially offset by an increase in accounts receivable and inventory of $2.0 million and $4.7 million, respectively, and reductions in accounts payable and deferred margin of $3.1 million and $3.9 million, respectively. Our accounts receivable and inventory grew as a result of our increased sales activity.

Net cash provided by operating activities in 2011 primarily reflected our net income of $5.0 million, share-based compensation of $0.6 million, depreciation of $0.6 million, inventory write-downs of $0.5 million, and an increase in accounts payable, deferred margin, tax payable and accrued expenses of $4.1 million, $4.3 million, $3.3 million and $2.4 million, respectively, offset by increases in accounts receivable and inventory of $4.4 million and $5.1 million, respectively. Our accounts receivable and inventory grew as a result of our increased sales activity.

Net cash used in operating activities in 2010 of $0.9 million primarily reflected our net loss of $8.5 million, and decrease in deferred margin of $1.2 million, offset by non-cash charge of share-based compensation, depreciation and inventory write-downs of $0.8 million, $0.8 million and $1.6 million, respectively, decreases in accounts receivable of $3.6 million and increase in accrued expenses of $1.6 million. We wrote-down $1.6 million of obsolete inventory primarily related to our memory interface solutions that supported servers utilizing DDR2 memory in 2010.

Net Cash Used in Investing Activities

Our capital expenditures have primarily consisted of purchases of property, equipment and software. In 2010, 2011 and 2012 and the six months ended June 30, 2013, our capital expenditures did not significantly affect our liquidity position. We expect our capital expenditures to increase as we grow our business. We currently expect to finance our capital expenditures primarily or exclusively through net cash from operating activities, but we may in the future finance our capital expenditure requirements through issuances of debt or equity securities or bank borrowings.

Net cash used in investing activities in the six months ended June 30, 2013 primarily related to $25.3 million of purchases of short-term investments, $0.9 million for purchases of property, equipment and software and $0.4 million for purchase of intangible assets, partially offset by $9.0 million of proceeds from maturities of short-term investments. Net cash used in investing activities in the six months ended June 30, 2012 primarily related to $4.8 million of purchases of short-term investments and $1.1 million for purchases of property, equipment and software, partially offset by $1.6 million of proceeds from maturities of short-term investment. Net cash used in investing activities in 2012 primarily related to $11.2 million of purchases of short-term investments and $2.1 million for purchases of property, equipment and software, partially offset by $4.8 million of proceeds from maturities of short-term investments. Our net cash used in investing activities in 2010 and 2011 primarily related to purchases of property, equipment and software of $0.7 million in 2010 and $0.6 million in 2011.

Net Cash Provided by (Used in) Financing Activities

Net cash used in financing activities in the six months ended June 30, 2013 consisted primarily of $1.6 million for the repayment of bank borrowings, partially offset by $0.3 million expenses in connection with our initial public offering. Net cash used in financing activities in the six months ended June 30, 2012 consisted primarily of $2.1 million for the repayment of bank borrowings. Net cash used in financing activities in 2012 consisted primarily of $2.1 million for the repayment of bank borrowings, partially offset by $1.6 million in proceeds from new bank borrowings. Net cash used in financing activities in 2011 consisted primarily of $3.8 million for the repayment of bank borrowings, partially offset by proceeds from bank borrowings of $3.1 million. Net cash provided by financing activities in 2010 consisted primarily of $3.8 million in new bank borrowings and $1.5 million of net proceeds from the exercise of warrants to purchase our Series B-2 shares, partially offset by $3.0 million for the repayment of loans.

58

Contractual Obligations

The following table summarizes our outstanding contractual obligations as of December 31, 2012:

	Payments Due by Period
	Total		Less Than 1  Year		1-3 Years		3-5 Years
	(in thousands)
Operating lease obligations	$	1,775	$	992	$	783	$	—
Purchase obligations		1,086		1,086		—		—
Total contractual obligations	$	2,861	$	2,078	$	783	$	—

During 2012, we entered into a 32 month non-cancelable operating lease agreement for additional office space in our Shanghai facility. The lease commenced in April 2012 with an option to extend the lease for an additional three years. Future minimum annual payments under the operating lease for the years 2013 and 2014 are $0.6 million and $0.6 million, respectively.

Future minimum lease payment under non-cancelable operating leases having initial terms in excess of one year as of June 30, 2013 (unaudited) are as follows:

	Payment Due by Period
	Total		Less than 9 Months		1-3 Years		3-5 Years
	(In thousands)
Operating lease obligations	$	1,841	$	666	$	1,175	$	—
Purchase obligations		6,508		6,508		—		—
Total contractual obligations	$	8,349	$	7,174	$	1,175	$	—

Off-Balance Sheet Arrangements

As of June 30, 2013, we did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Sensitivity

We had cash, cash equivalents and short-term investments of $36.9 million as of June 30, 2013, which was held for working capital purposes. We do not enter into investments for trading or speculative purposes. We do not believe that we have any material exposure to changes in the fair value of these investments as a result of changes in interest rates due to their short-term nature. Declines in interest rates, however, will reduce future investment income.

Foreign Currency Risk

The functional currency of Montage Technology Group Limited and our non-PRC subsidiaries is the U.S. dollar. The functional currency of our subsidiaries in the PRC is the Renminbi. Monetary assets and liabilities in currency denomination other than the functional currency are translated into the functional currency at the rate of exchange in effect at the balance sheet date. Transactions in currencies other than the functional currency during the reporting period are converted into the functional currency at the applicable exchange rate on the day transaction occurred. Accordingly, the effects of exchange rate fluctuations on the net assets of each of our group entities are accounted for as translation gains or losses in accumulated other comprehensive income within shareholders’ equity. In addition, our revenue is primarily denominated in U.S. dollars and since a significant portion of our assets and expenses are in the PRC, they are in the denominated in Renminbi. As a result, our results of operations and financial condition are subject to risks associated with exchange rate fluctuations, in particular in relation to the

59

exchange rates between the Renminbi and the U.S. dollar. We do not believe that a change of 10% in such foreign currency exchange rates would have a material impact on our financial position or results of operations.

Critical Accounting Policies and Estimates

Our consolidated financial statements and the related notes included elsewhere in this prospectus are prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and any related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Changes in accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and our actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected.

We believe that the following accounting policies involve a greater degree of judgment and complexity than our other accounting policies. Accordingly, these are the policies we believe are the most critical to understanding and evaluating our consolidated financial condition and results of operations.

Revenue Recognition

Our revenue is generated from the sale of our semiconductor solutions sold into the home entertainment and cloud computing markets. In the home entertainment market, we sell set-top box solutions which consist of highly integrated semiconductors and embedded software. We do not deliver software as a separate product in connection with the sale of our solutions nor is any software upgrade offered after the sale of our solutions.

We recognize revenue only when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price to the customer is fixed or determinable, and (iv) collection of the resulting receivable is reasonably assured.

We evaluate each of these criteria as follows:

Evidence of an arrangement – We generally use a customer’s purchase order to establish the existence of an arrangement.

Delivery – We consider delivery to occur when title has been transferred to the customer.

Fixed or determinable fee – We assess whether fees are fixed or determinable at the time of sale. We only consider the fee to be fixed or determinable if the fee is not subject to adjustment.

Collection is deemed probable – We deem collection probable if we expect that the customer will be able to pay amounts under arrangement as payments become due.

We sell our set-top box solutions primarily through third-party independent distributors under agreements allowing for pricing credits and/or rights of return and to a lesser extent, directly to set-top box manufacturers. We sell our memory interface products directly to memory module manufacturers. For direct sales to end customers, we recognize revenue at the time of shipment to our end customers when all of the above criteria are met. For sales through distributors, we defer the recognition of revenue and related product costs until the sale and delivery by the distributor to the end customer occurs because we cannot reliably estimate returns or price adjustments due to rapid changes in technology, consumer preferences and prices. Upon shipment to the distributor, we record an accounts receivable based on the amount we are entitled to bill the distributor according

60

to the contractual arrangement between the distributor and us. This amount is recorded, net of the costs of products delivered, as deferred margin, net on our consolidated balance sheet. We do not accept product returns from customers except for returns to satisfy warranty claims of products previously delivered.

Deferred Margin, Net

We defer revenue recognition on sales to distributors until our products are sold by our distributors to end customers, which is when the selling price to the distributor is fixed or determinable. Deferred margin, net is calculated as: 1) deferred revenue that is recorded based on the amount of the sale price that we are entitled to bill the distributor at the time of shipment to the distributor based on terms of the distribution agreement, less 2) deferred cost of revenue, representing the costs of products shipped to the distributor.

Under our contract with LQW Technology Company Limited, or LQW, which has been a distributor for our products since October 2011 and was our largest distributor in 2012 and the six months ended June 30, 2013, we are entitled to bill only a portion of the total sale price at the time of shipment (deferred revenue), with the remainder billed upon sale by LQW to the end customer. Upon sale by LQW to the end customer, we bill the remaining sale price to LQW and recognize this amount as revenue directly (rather than initially as deferred revenue) as the sale price is fixed and determinable and all criteria for revenue recognition is met.

For our other distributors, we are typically entitled to bill the entire sale price at the time of shipment to the distributors, which is recorded as deferred revenue upon shipment and recognized as revenue when sales from the distributors to the end customers occur.

The distributors resell our products to end customers at a range of individually negotiated prices based on a variety of factors, including the identity of the end customer and its historical relationship with us, the type of product sold and sales quantity. With reference to these factors, according to the terms of our distribution agreement with the distributor, we adjust the original sale price to the distributor based on the actual resale price from the distributor to end customer. Primarily because of the uncertainty related to the final price, we defer recognition of revenue and cost of sales to distributors until the products are sold by the distributors to end customers. The amount of gross margin we recognize in future periods may be more than or less than the originally recorded deferred margin, net as a result of any price adjustment. We record price adjustments against deferred margin, net at the time of the distributor’s sale to the end customer.

For the years ended December 31, 2010, 2011 and 2012 and six months ended June 30, 2012 and 2013, the total net price adjustments were a downward adjustment of $1.4 million, or 4.9% of total revenue, an upward adjustment of $0.3 million, or 0.7% of total revenue, and a downward adjustment of $0.3 million, or 0.3% of total revenue, a downward adjustment of $62,000, or 0.2% of total revenue and a downward adjustment of $98,000, or 0.2% of total revenue, respectively. The decreasing trend in total price adjustments from 2010 to 2011 and 2012 was primarily due to increased sales of solutions that had relatively stable pricing and an increasing proportion of sales to LQW for which the majority of the sale price was billed at the time LQW completed its sales to the end customer. For the portion of sales to LQW that we bill at the time LQW completes the sale to the end customer, we record the billed amount directly to revenue, and therefore no price adjustment is necessary.

Deferred cost of revenue, a component of deferred margin, net, is stated at the lower of cost or market value. We evaluate whether our deferred cost of revenue has been impaired based on expected net cash flows to be received for the deferred items. There was no impairment for deferred cost of revenue for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013. Please see the discussion contained in Note 8, Deferred Margin, Net, to our consolidated financial statements for the year ended December 31, 2012 included elsewhere in this prospectus for further details.

Allowance for Doubtful Accounts

We perform ongoing credit evaluations of our distributors and end customers to whom we sell directly and adjust credit limits based on creditworthiness of each, as determined by our review of current credit information.

61

We continuously monitor collections and payments from our distributors and end customers to whom we sell directly and maintain an allowance for doubtful accounts based upon our historical experience, our anticipation of uncollectible accounts receivable and any specific customer collection issues that we have identified. While our credit losses have historically been insignificant, we may experience higher credit loss rates in the future than we have in the past. Our accounts receivable are concentrated in relatively few distributors, with three of our distributors in the aggregate accounting for 83% of our total accounts receivable, net as of June 30, 2013. Therefore, a significant change in the liquidity or financial position of any one significant distributor or end customer could make collection of our accounts receivable more difficult, require us to increase our allowance for doubtful accounts and negatively affect our working capital.

Inventory Valuation

We continually assess the salability of our inventory based on assumptions about demand and market conditions. Forecasted demand is determined based on historical sales and expected future sales. We value our inventory at the lower of cost or its current estimated market value. We reduce our inventory to the estimated lower of cost or market value on a part-by-part basis to account for its obsolescence or lack of marketability. Reductions are calculated as the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required that may adversely affect our operating results. If actual market conditions are more favorable, we may have higher gross profits when products are sold.

Intangible assets

Our intangible assets include acquired assembled workforce and licenses and are amortized on a straight-line basis over their estimated useful lives, which range from 18 to 36 months.

On August 23, 2012, Montage Technology Hong Kong Limited, one of our wholly owned subsidiaries, entered into agreements with a third party to acquire research and development workforce, intellectual property, or IP, and computers and office equipment for total cash consideration of $2.0 million. The acquisition was completed in September 2012. We determined that the acquisition of research and development workforce, IP and computers and office equipment should be accounted for as an asset acquisition as the group of assets that we acquired did not meet the definition of a business as pursuant to ASC 805. We allocated the total consideration to the acquired research and development workforce, IP (which was obsolete) and computers and office equipment with the amount of $1.9 million, $0 million, and $0.1 million, respectively. The research and development workforce is recorded as assembled workforce and amortized on a straight line basis over 18 months as we expected the acquired workforce provides economic benefit to us during this period based on our prior experience in the area of developing our research and development workforce and conducting research and development activities.

For long-lived assets including amortizable intangible assets, we evaluate for impairment whenever events or changes (triggering events) indicate that the carrying amount of an asset may no longer be recoverable. We assess the recoverability of the long-lived assets by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to receive from use of the assets and their eventual disposition. Such assets are considered to be impaired if the sum of the expected undiscounted cash flows is less than the carrying amount of the assets. The impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairments for long-lived assets and intangible assets for the years ended December 31, 2010, 2011 and 2012.

Income Taxes

We account for income taxes using the asset and liability approach. We record deferred tax assets and liabilities for the tax consequences attributable to the differences between the carrying amounts of existing assets and liabilities in our financial statements and their respective tax basis, and operating loss carry-forwards. We measure deferred tax assets and liabilities using tax rates expected to apply to taxable income in the years in

62

which the temporary differences are expected to be recovered or settled. The deferred tax assets would be recovered when the benefits are realized. In the event we were to determine that it is more likely than not that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the valuation allowance for the deferred tax asset would be made.

We are subject to income taxes in China, Hong Kong, Taiwan and the United States, and are subject to routine corporate income tax audits in these jurisdictions. We believe that our tax return positions are fully supported, but tax authorities may challenge certain positions, which may not be fully sustained. However, our income tax expense includes amounts intended to satisfy income tax assessments that result from these challenges. Determining the income tax expense for these potential assessments and recording the related assets and liabilities requires management judgment and estimates. We believe that our provision for uncertain tax positions, including related interest and penalties, is adequate based on information currently available to us. The amount ultimately paid upon resolution of audits could be materially different from the amounts previously included in income tax expense and therefore could have a material impact on our tax provision, net income and cash flows. Our overall provision requirement could change due to the issuance of new regulations or new case law, negotiations with tax authorities, resolution with respect to individual audit issues, or the entire audit, or the expiration of statutes of limitations.

Share-Based Compensation

Effective with the adoption of our 2006 Share Incentive Plan in June 2006, we implemented the authoritative guidance for share-based compensation, which requires us to measure the cost of employee services received in exchange for equity incentive awards, including share options, based on the grant date fair value of the award. The fair value is estimated using the Black-Scholes option pricing model. The resulting cost is recognized over the period during which the employee is required to provide services in exchange for the award, which is referred to as the requisite service period. We recognize compensation expense over the vesting period using the straight-line method and classify these amounts in the statements of operations based on the department to which the related employee reports.

We account for share options issued to non-employees in accordance with authoritative guidance for equity based payments to non-employees. Share options issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered.

For purposes of determining our share-based compensation expense, we used the Black-Scholes option pricing model to calculate the fair value of share options on the grant date for share options granted to employees and as of each balance sheet date until the date when services are rendered for share options granted to non-employees. This model requires inputs such as the expected term of the option, expected volatility, the risk-free interest rate, dividend yield and fair value of the underlying share at grant date. These inputs are subjective and generally require significant judgment. For each of the three years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2013, we estimated the fair value of share options using the Black-Scholes option pricing model with the following range of assumptions:

	Year Ended December 31			Six Months Ended June 30
	2010	2011	2012	2013
				(unaudited)
Risk-free interest rate	2.37-4.53%	1.42-4.52%	1.10-3.13%	1.11-3.19%
Dividend yield	—	—	—	—
Expected term (years)	6 to 10	6 to 10	6 to 10	6 to 10
Expected volatility	50.21-63.99%	49.29-57.46%	39.97-52.66%	39.69-48.82%

63

Risk-Free Interest Rate. We derived the risk-free interest rate assumption from the yield-to-maturity of the USD dominated China International Government bond with the maturity period that can cover the expected term of the share options.

Dividend Yield. Expected dividend yields are assumed to be 0% for all grant dates, as our dividend policy is to retain earning for reinvestment purpose and we do not intend to distribute dividend in the foreseeable future.

Expected Term. The expected term represents the period that our share-based awards are expected to be outstanding. The expected term was estimated based on the date of the grant, expiration date and vesting period as stated in the share option grant. The expected term for directors, officers and employees was six years from each measurement date. The expected term for external consultants was ten years from the grant date.

Expected Volatility. We estimated volatility based upon the average share price volatility of comparable listed companies over a period comparable to the expected term of the options. We believe the average share price volatility of the selected comparable companies is a reasonable benchmark in estimating the expected volatility of our ordinary shares. When making the selections of our industry peer companies to be used in the volatility calculation, we also considered their stage of development, size and financial leverage.

In addition to determining the fair value of share options granted to employees, we also estimate the forfeiture rate to calculate the amount of compensation expense recognized for each reporting period. We utilized our historical forfeiture rates to estimate our future forfeiture rate, which is 5.6%. We will continue to evaluate the appropriateness of estimating the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior and other factors. Estimated forfeiture rates also affect the amount of aggregate compensation costs recognized for each reporting period. Quarterly changes in the estimated forfeiture rate can have a significant effect on share-based compensation expense as the cumulative effect of adjusting the rate for all shares compensation expense amortization is recognized in the period the forfeiture estimate is changed. If a revised forfeiture rate is higher than the previously estimated forfeiture rate, an adjustment is made that will result in a decrease to the share-based compensation expense recognized in the consolidated financial statements. If a revised forfeiture rate is lower than the previously estimated forfeiture rate, an adjustment is made that will result in an increase to the share-based compensation expense recognized in the consolidated financial statements. The effect of forfeiture adjustments during 2010, 2011, 2012 and the six months ended June 30, 2013 was insignificant. We will continue to use judgment in evaluating the expected term, volatility and forfeiture rate related to our share-based compensation on a prospective basis and incorporating these factors in the option pricing model.

If in the future, we determine that other methods are more reasonable, or other methods for calculating these assumptions are prescribed by authoritative guidance, the fair value calculated for our share options could change significantly. Higher volatility and longer expected lives result in an increase to share-based compensation expense determined at the date of grant. Share-based compensation expense affects our cost of revenue, research and development expense and our sales, general and administrative expense.

64

In order to determine the fair value of share options using the Black Scholes model, we are required to determine the fair value of our ordinary shares. The following table summarizes, by grant date, the number of share options granted since March 19, 2012 and the associated per share exercise price for each of these grants and the fair value of the ordinary shares used to calculate our share-based compensation:

Grant Date	Number of Options Granted		Exercise Price ($)		Fair Value of Underlying Ordinary Shares as of the Grant Date ($)
March 19, 2012		87,000		0.88		3.13
March 19, 2012		118,000		3.77		3.13
June 15, 2012		53,000		3.77		3.68
September 17, 2012		851,800		3.77		4.88
December 13, 2012		240,000		3.77		6.11
February 25, 2013		302,000		6.41		6.88
April 23, 2013		2,949,900		7.14		7.19

None of the option grants set forth in the above table were Incentive Share Options.

In addition, on April 23, 2013, upon the recommendation of our chief executive officer, our compensation committee approved the grant of restricted shares, primarily to our employees, covering a total of 792,800 ordinary shares. The estimated fair value on the grant date was $7.19 per ordinary share.

Historically, given the absence of an active market for our ordinary shares, our board of directors determined the exercise prices of share options granted by referencing to objective and subjective factors affecting value of our ordinary shares. The factors considered by our board of directors included the following:

• retrospective valuations performed by independent third-party valuation specialist;

• the prices of our convertible preferred shares sold to outside investors in arm’s-length transactions;

• the rights, preferences and privileges of our convertible preferred shares relative to those of our ordinary shares;

• our operating and financial performance and revenue outlook;

• the introduction of new products;

• the hiring of key personnel;

• the status of product development and qualifications;

• the fact that option grants involve illiquid securities in a private company;

• the public trading prices of the ordinary shares of companies whose business is comparable to ours;

• the general economic outlook;

• the risks inherent in the development of our products and expansion of our target markets; and

• the likelihood of achieving a liquidity event, such as an initial public offering or sale of our company, given prevailing market conditions.

In determining our share-based compensation expense using the Black Scholes model, we engaged an independent third-party valuation specialist to assist us with the valuation of ordinary shares on a retrospective basis. However, our management and board of directors have assumed full responsibility for the estimates. We have performed valuations of our ordinary shares in a manner consistent with the methods outlined in the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately-Held-Company Equity Securities

65

Issued as Compensation. These valuations were prepared in a consistent manner and involved a two-step process. First, we established our enterprise value using the income approach and the market approach. The income approach, which relies on a discounted cash flow analysis, measures the value of a company as the present value of its future economic benefits by applying an appropriate risk-adjusted discount rate to expected cash flows, based on forecasts of revenue and costs. The market approach, which relies on analysis of comparable public companies and comparable acquisitions, measures the value of a company through comparison to comparable companies and transactions. Consideration is given to the financial condition and operating performance of the company being valued relative to those of publicly traded companies operating in the same or similar lines of business. When choosing the comparable companies to be used for the market approach, we focused on companies in the semiconductor industry. Some of the specific criteria we used to select comparable companies within our industry included the business description, business size, projected growth, financial condition and historical operating results. For each valuation report, we prepared a financial forecast to be used in the computation of the enterprise value for both the market approach and the income approach. The financial forecasts took into account our past experience and future expectations. The risks associated with achieving these forecasts were assessed in selecting the appropriate discount rate. As discussed below, there is inherent uncertainty in these estimates. We applied a discount for lack of marketability to reflect the increased risk arising from the inability of holders to readily sell the shares and then allocated the resulting equity value among the securities that comprise our capital structure using the Option-Pricing Method. The aggregate value of the ordinary shares derived from the Option-Pricing Method was then divided by the number of ordinary shares outstanding to arrive at the per share common value.

In each valuation, we considered the market approach based on an analysis of comparable public companies. In forming our opinion, we relied upon the income approach to prepare the equity value analysis of the company, due to factors such as lack of a long business history compared with the comparable public companies, differential of business scopes, significant sales increase beginning in 2011, as well as short reporting periods of net profit. Since the fair value of our ordinary shares has been ultimately determined by our discounted cash flow analyses, our valuations have been heavily dependent on our estimates of revenue, costs and related cash flows. These estimates are highly subjective and subject to frequent change based on both new operating data as well as various macroeconomic conditions that impact our business. Each of our valuations was prepared using data that was consistent with our then-current operating plans that we were using to manage our business.

Discussion of Significant Factors in Fair Value Determinations

The fair values of the underlying ordinary shares were determined with the assistance of an independent third-party valuation specialist. To estimate the fair value of the ordinary shares, we first determined our enterprise value by means of a discounted cash flow analysis using the retrospective approach. The cash flow derived by company management considered the nature of our business, our future business plan, specific business and financial risks, the stage of development of our operations, and economic and competitive elements affecting our business, industry and market. We also used other general assumptions, including following: no major changes in the existing political, legal, fiscal and economic conditions in China; no major changes in the current taxation laws in the jurisdictions in which we operate; our ability to retain competent management, key personnel and technical staff to support our ongoing operating; and no significant deviations in industry trends and market conditions from our current economic forecasts. The cash flow is discounted using the weighted average cost of capital of 20% as of December 31, 2010 and 18% as of June 30, 2012, which were benchmarked with discount rates of comparable listed companies. In addition, a lack of marketability discount of 20% and 15% were applied to arrive at the estimated enterprise value as of December 31, 2010 and June 30, 2012. The lack of marketability discount takes into consideration the plans for the status of our proposed initial public offering.

The following discusses the significant factors and probabilities of various outcomes considered by our board of directors in determining the estimated fair value of our ordinary shares at each of the grant dates specified below. Our board of directors estimated the fair value of our ordinary shares, however, the fair value of the underlying ordinary shares was subsequently revisited by our board of directors for financial reporting purposes and reassessed on a retrospective basis.

66

March 19, 2012

On March 19, 2012, our board of directors granted share options with an exercise price equal to the fair value of the ordinary shares as of June 30, 2012, as determined by an independent valuation specialist. The share options granted on this date included options to purchase 87,000 ordinary shares which were committed to existing employees but which had not been submitted to our board of directors for approval. These prior commitments were made to employees with an exercise price of $0.88 per share prior to the receipt of an independent valuation. With respect to these awards, our board of directors determined to honor our prior exercise price commitment to the employees. With respect to other grants approved on March 19, 2012, our board of directors considered an independent valuation as of June 30, 2012 reflecting a fair value of $3.77 per share and determined to establish the exercise price for these options at $3.77 per share.

The significant assumptions used in the June 30, 2012 independent valuation report included a discounted weighted average cost of capital of 18% which was benchmarked with discount rates of comparable listed companies. In addition, a lack of marketability discount of 15% was applied to arrive at the estimated enterprise value. The lack of marketability discount took into consideration the current status of our plan for a proposed initial public offering. The expected outcomes were heavily weighted based on the probability of a public offering, with a probability of an initial public offering set at 55%. Similarly, the second most probable outcome applied was a change in control of the company, with a probability set at 30%.

June 15, 2012

On June 15, 2012, our board of directors granted share options with an exercise price equal to the fair value of the ordinary shares as of June 30, 2012, as determined by an independent valuation specialist. Subsequent to making the grants, the board of directors considered an independent valuation as of June 30, 2012 reflecting a fair value of $3.77 per share and determined to establish the exercise price for these options at $3.77 per share.

The significant assumptions used in the June 30, 2012 independent valuation report included a discounted weighted average cost of capital of 18% which was benchmarked with discount rates of comparable listed companies. In addition, a lack of marketability discount of 15% was applied to arrive at the estimated enterprise value. The lack of marketability discount took into consideration the current status of our plans for a proposed initial public offering. The expected outcomes were heavily weighted based on the probability of a public offering, with a probability of an initial public offering set at 55%. Similarly, the second most probable outcome applied was a change in control of the company, with a probability set at 30%.

September 17, 2012

On September 17, 2012, our board of directors granted share options with an exercise price of $3.77 per share. In estimating the fair value of our ordinary shares to set the exercise price of such options, our board of directors considered a number of factors, including an improving revenue forecast, particularly for memory buffer products and our continued strong set-top box revenues. Although our business prospect improved, the changes were deemed not material and as a result our board of directors considered the most recent independent valuation report of June 30, 2012 that reflected a fair value of our ordinary shares of $3.77 per share and the exercise price for these options remained at $3.77 per share.

The significant assumptions used in the June 30, 2012 independent valuation report included a discounted weighted average cost of capital of 18% which was benchmarked with discount rates of comparable listed companies. In addition, a lack of marketability discount of 15% was applied to arrive at the estimated enterprise value. The lack of marketability discount took into consideration the current status of our plans for a proposed initial public offering. The expected outcomes were heavily weighted based on the probability of a public offering, with a probability of an initial public offering set at 55%. Similarly, the second most probable outcome applied was a change of control of the company, with a probability set at 30%.

67

December 13, 2012

On December 13, 2012, our board of directors granted share options with an exercise price of $3.77 per share. In estimating the fair value of our ordinary shares to set the exercise price of such options, our board of directors considered a number of factors, including initial revenue from our LRDIMM memory interface products and our continued strong set-top box solutions revenue growth. However, our board of directors noted the high degree of volatility in the U.S. public markets, citing in particular that the NASDAQ Global Market declined 6% since our prior quarterly board meeting. As a result, the board of directors estimated that the fair value of our ordinary shares continued to be $3.77 per share based on an independent valuation as of June 30, 2012 and the exercise price for the options approved at this meeting be at $3.77 per share.

The significant assumptions used in the June 30, 2012 independent valuation report included a discounted weighted average cost of capital of 18% which was benchmarked with discount rates of comparable listed companies. In addition, a lack of marketability discount of 15% was applied to arrive at the estimated enterprise value. The lack of marketability discount took into consideration the current status of our plans for a proposed initial public offering. The expected outcomes were heavily weighted based on the probability of a public offering, with a probability of an initial public offering set at 55%. Similarly, the second most probable outcome applied was a change in control of the company, with a probability set at 30%.

In January 2013, our board of directors requested our independent third party valuation specialists to perform a full set of retrospective valuations of our ordinary shares at various dates since our inception. In February 2013, our valuation specialist delivered to our board of directors valuation reports which valued our ordinary shares as of December 31, 2010, September 30, 2011, June 30, 2012 and December 31, 2012. Our valuation specialist valued our ordinary shares at each of these dates at $0.94, $2.08, $3.77 and $6.36, respectively. The significant assumptions used in the December 31, 2012 independent valuation report which was delivered by our valuation specialist in February 2013 included an increase in forecasted revenue for our memory interface solutions as we began initial shipment of our LRDIMM solutions. The valuation also included a discounted weighted average cost of capital of 18%, which was benchmarked with discount rates of comparable listed companies. In addition, a lack of marketability discount of 11% was applied to arrive at the estimated enterprise value. The lack of marketability discount took into consideration the current status of our plans for a proposed initial public offering. The expected outcomes were heavily weighted based on the probability of a public offering, with the probability of an initial public offering set at 60%. Similarly, the second most probable outcome applied was a change in control of the company, with the probability set at 30%. As a result, for the ordinary shares underlying the options, we have attributed a fair value for each grant date. This fair value input at each option grant date was determined by the linear relationship with reference to the fair values of the ordinary shares as of the closest key valuation dates. We believe the linear relationship between key dates to derive the fair value of ordinary shares input for share option pricing is reasonable during these periods. We determined that share-based compensation expense that we would record should be calculated with the revised estimated fair value of our ordinary shares at each grant date for all the share option grants.

February 25, 2013

On February 25, 2013, our compensation committee granted share options with an exercise price of $6.41 per share. In estimating the fair value of our ordinary shares to set the exercise price of such options, our compensation committee considered a number of factors, including increasing revenue from our LRDIMM memory interface products and our continued strong set-top box revenue growth. In addition, our board of directors was increasingly looking into the possibility of an initial public offering for the company. Our compensation committee estimated that the fair value of our ordinary shares was $6.41 per share based on a independent valuation as of December 31, 2012. As a result, the exercise price for the options approved at this meeting was at $6.41 per share.

The significant assumptions used in the December 31, 2012 independent valuation report included a discounted weighted average cost of capital of 18% which was benchmarked with discount rates of comparable

68

listed companies. In addition, a lack of marketability discount of 11% was applied to arrive at the estimated enterprise value. The lack of marketability discount took into consideration the then current status of our plans for a proposed initial public offering. The expected outcomes were heavily weighted based on the probability of a public offering, with a probability of an initial public offering set at 60%. Similarly, the second most probable outcome applied was a change in control of the company, with a probability set at 30%.

April 23, 2013

On April 23, 2013, our compensation committee granted share options with an exercise price of $7.14 per share based on a preliminary report from our independent valuation specialist that determined the fair value of our ordinary shares as of March 31, 2013 to be $7.14. In estimating the fair value of our ordinary shares to set the exercise price of such options, our compensation committee considered a number of factors, including increasing revenue from our LRDIMM memory interface products and our continued strong set-top box revenue growth. In addition, our board of directors was increasingly looking into the possibility of an initial public offering for the company. We subsequently estimated that the fair value of our ordinary shares was $7.19 per share based on the final result of the independent valuation as of March 31, 2013.

The significant assumptions used in the March 31, 2013 independent valuation report included a discounted weighted average cost of capital of 18% which was benchmarked with discount rates of comparable listed companies. In addition, a lack of marketability discount of 6% was applied to arrive at the estimated enterprise value. The lack of marketability discount took into consideration the then current status of our plans for a proposed initial public offering. The expected outcomes were heavily weighted based on the probability of a public offering, with a probability of an initial public offering set at 60%. Similarly, the second most probable outcome applied was a change in control of the company, with a probability set at 30%.

As a result of our Black-Scholes option fair value calculations and the allocation of value to the vesting periods using the straight-line vesting attribution method, we recognized employee share-based compensation in the statements of operations as follows:

	Year Ended December 31,						Six Months Ended June 30,
	2010		2011		2012		2013
	(in thousands)						(unaudited)
Cost of revenue	$	31	$	13	$	19	$	15
Research and development		358		356		497		399
Sales, general and administrative		389		262		473		661
Total share-based compensation	$	778	$	631	$	989	$	1,075

The total compensation cost related to unvested share option grants not yet recognized as of June 30, 2013 was $13.9 million, and the weighted-average period over which these grants are expected to vest is 3.92 years. In future periods, we expect our share-based compensation expense to increase as a result of our unrecognized share-based compensation to be recognized as these awards vest and as we issue additional share-based awards to attract and retain employees.

On April 23, 2013, we granted 792,800 restricted shares, under our 2006 Share Incentive Plan. The estimated fair value on the grant date of the restricted shares was $7.19 per ordinary share. We calculated the share-based compensation expense for these restricted shares by multiplying the estimated fair value of our ordinary shares on the date of grant by the number of restricted shares, less the forfeitures. The share-based compensation expense is recorded on a straight-line basis over the requisite service period of the restricted shares.

69

We recognized share-based compensation expense for restricted shares as follows:

	Year Ended December 31,						Six Months Ended June 30,
	2010		2011		2012		2013
	(in thousands)						(unaudited)
Cost of revenue	$	0	$	0	$	0	$	13
Research and development		0		0		0		179
Sales, general and administrative		0		0		0		27
Total share-based compensation	$	0	$	0	$	0	$	219

As of June 30, 2013, there was $4,674 of unrecognized compensation costs, net of forfeitures related to restricted share awards granted under our 2006 Share Incentive Plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 4.22 years.

Recent Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities.” This update requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statements of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on their financial position. This update is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. In January 2013, the FASB issued ASU 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” The amendments clarify that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with ASC 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with ASC 210-20-45 or ASC 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. The effective date is the same as the effective date of ASU 2011-11. The adoption of this update did not have a material impact on our consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, “Intangibles — Goodwill and Other: Testing Indefinite Lived Intangible Assets for Impairment.” The update applies to all entities, both public and nonpublic, that have indefinite-lived intangible assets, other than goodwill, reported in their financial statements. Per the Update, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if financial statements for the most recent annual or interim period have not yet been issued. The adoption of this update did not have a material impact on our consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, this update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required

70

under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. This update is effective prospectively for reporting periods beginning after December 15, 2012 for public entities. The adoption of this update did not have a material impact on our consolidated financial statements.

On April 22, 2013, the FASB issued Accounting Standards Update No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. This guidance addresses when and how an entity should apply the liquidation basis of accounting. The amendments in this Update are being issued to clarify when an entity should apply the liquidation basis of accounting. In addition, the guidance provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. The amendments apply to all entities that issue financial statements that are presented in conformity with U.S. GAAP except investment companies that are regulated under the Investment Company Act of 1940 (the 1940 Act). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of this update is not expected to have a material impact on our consolidated financial statements.

In March 2013, the FASB issued ASU 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”. This update provides that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. For an equity method investment that is a foreign entity, a pro rata portion of the cumulative translation adjustment should be released into net income upon a partial sale of such an equity method investment. However, this treatment does not apply to an equity method investment that is not a foreign entity. In those instances, the cumulative translation adjustment is released into net income only if the partial sale represents a complete or substantially complete liquidation of the foreign entity that contains the equity method investment. Additionally, the amendments in this update clarify that the sale of an investment in a foreign entity includes both (1) events that result in the loss of a controlling financial interest in a foreign entity (that is, irrespective of any retained investment) and (2) events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date (sometimes also referred to as a step acquisition). Accordingly, the cumulative translation adjustment should be released into net income upon the occurrence of those events. This update is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013.

On July 18, 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Income Taxes — Topic 740). This Update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized

71

tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For example, an entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. The amendments in this update do not require new recurring disclosures. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. We are currently evaluating the impact on our financial statements of adopting this update.

72

BUSINESS

Overview

We are a global fabless provider of analog and mixed-signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. Our expertise in analog and radio frequency solutions, digital signal processors and high speed interfaces serves as the foundation for our technology platform. These technical capabilities enable us to design high performance, low power semiconductors. In the home entertainment market, our technology platform enables us to design highly integrated solutions with customized software and support for set-top boxes. Our solutions are designed to optimize signal processing performance under the challenging operating conditions typically found in emerging market environments, where often broadcast signals coming into the set-top box may be weak, distorted or off-specification. Our solutions contain a number of different technologies that allow for enhanced signal processing that improves overall video quality under the typically limited existing broadband network infrastructure in emerging markets. In the cloud computing market, we offer high performance, low power memory interface solutions that enable memory-intensive server applications. Our technology platform approach allows us to provide integrated solutions that meet the expanding needs of our customers through our continuous innovation, cost- and power-efficient efficient design and rapid product development. Since our inception in 2004, we have sold over 230 million integrated circuits which have been shipped to over 150 end customers worldwide.

While analog and mixed-signal technology is applicable to a broad array of end markets, we have been highly selective in identifying our initial target end markets. We focus on markets which we believe have compelling long-term growth prospects and are also characterized by complex product design, long life cycles and stringent qualification requirements. We believe that these market characteristics coupled with our significant investment in our technology platform have created high barriers to entry for our set-top box solutions in emerging markets. Initially, we developed commercial solutions for the home entertainment market to address the rapidly growing demand for television in China, Southeast Asia and other emerging markets. According to iSuppli, in 2012, 154 million set-top boxes were sold by Chinese manufacturers, primarily targeting emerging markets. According to iSuppli, the total number of set-top boxes sold by Chinese manufacturers is expected to grow to over 243 million. This would represent a compound annual growth rate of 12% from 2012 to 2016. A key to our success in addressing the characteristics of the home entertainment market in emerging markets is our ability to provide integrated solutions with customized software and support, which we develop through close collaboration with our end customers. Our collaborative approach allows us to develop extensive localized knowledge of a large, fragmented market with diverse technical and service requirements, deepening our customer relationships and yielding design wins across multiple product generations. Our end customers in the home entertainment market include nine of the ten largest set-top box manufacturers in China as measured by units sold in 2012.

More recently, we released our memory interface solutions to pursue opportunities arising from the rapid growth in the cloud computing market. Our close collaboration with key industry participants, including CPU manufacturers, memory module manufacturers and server OEMs, has enabled us to successfully develop high performance, low power memory interface solutions for cloud computing environments. We sell our memory interface solutions to memory module manufacturers, which incorporate our memory interfaces into dual in-line memory modules, or DIMMs, which are devices used to add memory capacity to a CPU. The most advanced cloud computing data servers operating today currently use DDR3 memory technology and load-reduced DIMMs, or LRDIMMs, which require memory interfaces that buffer data signals in addition to command and address signals. Memory interface vendors like us are unable to sell their solutions to memory module manufacturers without those solutions first being validated by manufacturers of CPUs. We are currently one of two LRDIMM memory buffer suppliers validated by Intel Corporation for DDR3 technology, the most prevalent industry standard for memory integrated circuits used in servers. Sales of LRDIMM memory buffers for DDR3 accounted for 27.9% and 32.6% of our revenue from memory interface solutions, and 1.7% and 3.1% of our total revenue, in 2012 and the six months ended June 30, 2013, respectively. We expect revenue from our LRDIMM

73

memory buffers to increase as a percentage of our total revenue beginning in 2013, driven largely by growth in cloud computing. Achieving and maintaining Intel validation for our LRDIMM memory buffers is extremely important to our market position and the prospects of our memory interface solutions business, as the server OEMs who adopt Intel’s server platforms will only purchase components of their servers from Intel validated vendors. Our customers in the cloud computing market include the world’s four largest DRAM manufacturers and the world’s largest third-party DRAM module supplier.

We offer ten solutions for use in the home entertainment market and two memory interface solutions for use in the cloud computing market. In 2012 and the six months ended June 30, 2013, 94% and 91%, respectively, of our revenue was generated from sales of set-top box solutions targeting the home entertainment market in emerging markets, while the remaining 6% and 9%, respectively, of our revenue was generated from sales of memory interface solutions targeting the cloud computing market. Our solutions are built upon our foundation of 37 issued patents and an additional 46 pending patent applications. As of June 30, 2013, we had 290 engineers in our research and development organization, of which 141 hold post-graduate engineering degrees. We sell our solutions principally through distributors to over 150 end customers worldwide. Our revenue has grown from $29.1 million in 2010 to $78.2 million in 2012, representing a compound annual growth rate of 64%, and from $33.9 million in the six months ended June 30, 2012 to $45.4 million in the six months ended June 30, 2013, representing a compound annual growth rate of 34%. We had a net loss of $8.5 million in 2010 and net income of $5.0 million in 2011, $18.3 million in 2012 and $8.8 million in the six months ended June 30, 2013.

Our Target Markets

Our solutions primarily serve large target markets: (i) home entertainment, in particular set-top boxes for emerging markets; and (ii) the cloud computing market, in particular memory interface solutions for data center servers.

Home Entertainment Market

In emerging markets, such as China, India, the Middle East, Latin America, Africa and Southeast Asia, television content is broadcast and accessed through satellite transmissions, cable network connections or terrestrial over-the-air transmissions. Viewers often access content from these three signal transmission systems using set-top boxes that are connected to televisions within the home. According to iSuppli, in 2012, 154 million set-top boxes were sold by Chinese manufacturers. We believe that set-top boxes sold by Chinese manufacturers primarily target China and other emerging markets. Of the 154 million units sold, 66% were exported outside of China. The number of set-top boxes sold by Chinese manufactures is expected to grow to over 243 million units in 2016 according to iSuppli, with 58% of these units expected to be exported. This would represent a compound annual growth rate of 12% from 2012 to 2016.

A number of factors determine whether a viewer accesses television broadcasts through a satellite, cable or terrestrial connection including location, existence of wired cable infrastructure and desire for premium content. Within emerging markets, satellite television circumvents expensive capital deployment of wired infrastructure, which makes satellite broadcast a particularly attractive signal transmission solution in rural areas. As a result, the satellite set-top box market is the largest market in terms of total number of units sold by Chinese manufacturers, with over 83 million units sold, representing 54% of the total number of units sold by Chinese manufacturers in 2012, according to iSuppli. In addition, the market for high-definition satellite set-top boxes produced by Chinese manufacturers is expected to grow from 17.3 million units in 2012 to 36.2 million units in 2016, according to iSuppli. This would represent a compound annual growth rate of 20% from 2012 to 2016. Cable television is often accessed in these markets through local or regional providers who utilize multiple standards that differ by region, resulting in a highly fragmented market. Given the proliferation of cable operators, iSuppli estimates that the market for cable set-top boxes produced by Chinese manufacturers is expected to grow 87% from 2012 to 2016, which is faster than the terrestrial and satellite set-top box markets. The market for high-definition cable set-top boxes produced by Chinese manufacturers is expected to grow from 7.0 million units in 2012 to 24.3 million units in 2016

74

according to iSuppli. This would represent a compound annual growth rate of 37% from 2012 to 2016. Terrestrial broadcast is also a highly fragmented market with viewers having free access to limited, non-premium content. Across the satellite, cable and terrestrial set-top box markets, individual operators typically have their own specialized system requirements that require customized set-top box solutions.

Overall, television content access rates in emerging markets are lower than those in developed markets. However, a number of powerful trends are driving the rapid growth in television viewership. Increasing disposable household income enables viewers who previously could not afford television access to purchase set-top boxes and access standard programming and premium content. In some emerging markets, such as China, the broadcasting signal of television content is transitioning from analog to digital due to government sponsored programs requiring the replacement or addition of television access equipment. For example, China has a goal of shutting down analog TV signals by 2015 and transitioning to digital TV in most regions. Similar to the U.S. market, analog broadcast in emerging markets is expected to transition completely to digital broadcast to enable more channels and provide high-definition service, driving demand for digital signal receivers. As content quality improves and continues to shift from standard definition to high definition video, viewers in emerging markets are expected to increasingly purchase set-top boxes that can receive and display high definition video content. High-definition set-top boxes represented only 28% of the total set-top box shipment in 2012, and iSuppli estimates the number of high definition set-top boxes sold to grow by 106% from 2012 to 2016. These trends, which are already prevalent in more advanced television markets, are currently taking hold in emerging markets and are driving an increasing demand for set-top box solutions.

A number of key components within a set-top box drive performance, including the tuner, demodulator and decoder. In order to optimize for superior and robust system performance and deliver cost-efficient solutions to set-top box manufacturers, semiconductor providers are integrating these functions into a single silicon package. The integration process requires significant analog and mixed-signal engineering expertise and deep system level knowledge to ensure maximum functionality while at the same time delivering value to the manufacturer. Given the unique system requirements that individual network operators demand, a high level of collaboration is required between set-top box manufacturers and semiconductor providers. These integrated solutions also require customized embedded software and field application support to ensure proper functionality and system level performance.

The key factor for home entertainment in emerging markets is delivering low cost entertainment to viewers. Set-top box solutions typically found in advanced television markets provide features that are not required by viewers in emerging markets and therefore are priced too high for emerging markets. Cost-effective yet high-performance solutions that can address the demanding operating conditions typically found in emerging market environments are required. According to iSuppli, the market for semiconductors addressing set-top boxes manufactured in China totaled $995 million in 2012, 74% of which was SoC solutions, and is expected to grow to $1,316 million in 2016, of which 77% is expected to be SoC solutions with sales of integrated semiconductor solutions outpacing the growth of the overall market from 2012 to 2016. This would represent a compound annual growth rate of 7% from 2012 to 2016.

75

Cloud Computing Market

Global data center IP traffic will increase from 1.8 zettabytes in 2011 to 6.6 zettabytes in 2016, according to Cisco. This would represent a compound annual growth rate of 30% from 2011 to 2016. The proliferation of mobile devices, cloud-based software applications and streaming video pose significant challenges for network data centers. In addition, the rate at which data is consumed is growing much faster than the rate of mobile device growth. The number of mobile devices will increase by three times from 2010 to 2015, and the amount of data being consumed will increase six times during that same period, according to International Data Corporation, or IDC. The limited memory and processing speed of mobile devices has led to a majority of content viewed on mobile devices being accessed using cloud computing technology.

Source: Cisco Global Cloud Index

To meet the rising demands being placed on networks, data center operators have had to increase the number of servers within their facilities. It has been estimated that for every 120 tablets sold, an additional server must be added to handle the traffic generated. To address the expanding demands on servers, next generation server platforms utilize a higher number of CPUs while at the same time the computing performance of the CPUs themselves is also increasing. Higher computing performance for CPUs has generally been accomplished by increasing the number of cores within the CPU. The maximum number of cores per CPU has increased from one core in 2004 to 16 cores for the latest CPU platform developed by Intel Corporation. We believe that as cloud-based applications increase, additional cores will be added to CPUs to address the need for greater computing performance.

In cloud computing environments where a significant number of memory-intensive applications are simultaneously run on a server, the processing performance of CPUs is limited by the amount of memory available to each CPU. Additional memory capacity is required to ensure servers perform at optimal levels, which is critical for on-demand applications like cloud computing and virtualization. Memory capacity is added to a server through the use of dual in-line memory modules, or DIMMs, which house dynamic random access memory, or DRAM. Memory performance is enhanced through the use of interface devices called memory buffers that efficiently facilitate the rapid flow of data between the CPUs and memory. As the number of cores in the CPU increases, the number of DIMMs required to achieve higher performance also increases. According to IDC, the amount of DRAM per entry level server will increase from 45 gigabits per server in 2013 to 90 gigabits per server in 2017. The need for greater amounts of

76

DRAM to support high performance computing is expected to drive the development of higher capacity DIMMs, where a greater amount of gigabit storage is placed on a single DIMM. According to Gartner, the memory content within the overall server market is expected to grow to $3,129 million in 2016. This would represent a compound annual growth rate of 22% from 2012 to 2016.

The rise of computing power in a server also drives a significant increase in the energy costs required to operate the server. Therefore, data center operators are increasingly focused on the power efficiency of each component within a server system and ascribe significant value to low power solutions that can drive energy savings without compromising performance.

CPU manufacturers create technology platforms that server OEMs use as the basis for their server design. A CPU manufacturer sets the specifications for many of the key components to be used in each generation of its server platforms. In the case of memory interface solutions for DIMMs, CPU manufacturers impose strict guidelines and generally qualify only a few vendors to provide memory interface solutions for their server platforms. With each new server platform released by CPU manufacturers, providers of memory interface solutions must be validated for use on the new platform. Validation only occurs after expending a considerable amount of development resources and successfully completing a rigorous validation process. Because a small number of CPU manufacturers account for a significant amount of the CPUs used in cloud computing environments, this validation has a significant impact on memory interface vendors attempting to address this market. Once validation is received, memory interface vendors must then attempt to sell their solution to memory module manufacturers by competing against the limited number of companies who have also obtained validation by the leading CPU manufacturers.

The technical requirements for memory interfaces have also increased as historically memory performance was enhanced by the use of register buffers which only buffered the command and address signals between the CPUs and DIMMs. However, increasing CPU performance and memory capacity now requires data signals to be buffered in addition to command and address signals. DIMMs that include memory interface semiconductors that buffer the address, command and data signals are called load-reduced dual in-line memory modules, or LRDIMMs, which support higher data processing capacity on a single load and reduce electrical loading of the DRAM chips onto the memory bus. These memory buffers create higher degrees of complexity and greater requirements for performance, signal integrity and low power, and they command significantly higher average selling prices than register buffers used in RDIMMs. Based on our knowledge gained through qualification processes with CPU and memory module manufacturers, we believe higher capacity DIMMs with memory densities equal to or above 32 gigabits will require the use of LRDIMM technology to ensure the highest server performance. Furthermore, new server platforms will need to expand the capacity for the number of DIMMs to address the increasing amount of data being transmitted over public and private networks. The number of machines using LRDIMM is expected to grow from 2.3 million in 2014 to 3.1 million in 2016, while the average number of LRDIMMs used on a single machine is expected to grow from 4.8 in 2014 to 18.3 in 2016, according to Jon Peddie Research. The increase in number of machines using LRDIMMs and average number of LRDIMMs per machine is expected to drive rapid growth in the estimated potential available market of LRDIMM chipsets, which Jon Peddie Research estimates will increase from up to $312 million in 2014 to as much as $1,958 million in 2016, according to Jon Peddie Research. This would represent a compound annual growth rate of 151% from 2014 to 2016. However, industry forecasts and actual industry results are necessarily subject to a high degree of uncertainty and risk, vary among industry participants, and may be lower than suggested by these forecasts, particularly in a relatively new and evolving market such as the LRDIMM market.

Key Requirements for Our Target Markets

Within the home entertainment market, set-top box manufacturers in emerging markets have the following critical needs which must be addressed when identifying semiconductor solutions for their products:

• Integration – The ability to combine the functionality of multiple semiconductors onto a single integrated circuit to increase signal integrity and performance, while shrinking component size and lowering overall costs.

77

• High level of field support – Given the fragmented market of network operators and the disparate nature of system requirements, set-top box manufactures require high levels of field support to ensure high performance across multiple networks.

• Exceptional performance and signal processing in challenging environments – Often in emerging markets, limitations in existing broadcast network infrastructure pose challenges, requiring the signal processing and performance capabilities for semiconductor solutions to be more robust than in developed markets.

• Embedded software and comprehensive system-level solutions – Customized embedded software can significantly improve performance and provide the set-top box manufacturer with a complete solution.

• Cost effective – In emerging markets, set-top boxes must be reasonably priced to ensure significant viewer acceptance, requiring solutions incorporated into set-top boxes to be cost effective.

• Ease of manufacture – By providing comprehensive semiconductor solutions, set-top box manufacturers can simplify their manufacturing processes.

Within the cloud computing market, server OEMs have the following critical needs which must be addressed when identifying memory interface solutions for their products:

• High performance and low power – Solutions must optimize processing speed and accuracy while minimizing energy requirements.

• Signal integrity – The ability to process high frequency signals ensuring an efficient link between the CPU and memory which ultimately drives superior performance.

• Built-in self-test – The ability for memory interface solutions to give customers the capability to efficiently validate their products.

To successfully compete in the home entertainment and cloud computing markets, semiconductor providers must possess strong design capabilities in both analog and mixed-signal technologies as well as system level design expertise. In addition design solutions must effectively meet the foregoing requirements and offer an attractive value proposition for both set-top box manufacturers and server OEMs alike.

Our Competitive Strengths

We believe our key competitive strengths include the following:

High performance low power analog and mixed-signal technology platform. Our technology platform is built upon our foundation of high performance, low power expertise and is comprised of a versatile and comprehensive set of hardware and software building blocks that serve both our home entertainment and cloud computing markets. For example in the cloud computing market, we are currently one of two LRDIMM memory buffer suppliers validated by Intel Corporation for DDR3 technology, the most prevalent industry standard for memory integrated circuits used in servers. We believe our memory interface solutions consume significantly less power than the only other Intel Corporation- validated DDR3 LRDIMM offering based on our communications with our memory module manufacturer customers. We also believe our unique and proprietary low power designs allow us to compete effectively against competitors who may utilize smaller semiconductor process geometries that result in higher engineering and manufacturing costs and longer production cycles. Our low power designs are especially critical for certain applications such as data centers where the cost of energy often exceeds the cost of the server over the lifetime of the server.

Deep technology expertise. Our research and development team of 290 professionals, of which 141 have advanced degrees, has extensive digital signal processing, radio frequency and analog and mixed-signal design experience and includes engineers who have participated in the development of key industry standards such as

78

JEDEC and MPEG. Our world-class management team, which oversees our entire team of engineers, has strong technical backgrounds and prior experience at leading US-based semiconductor companies. We have internally developed our technology platform and our intellectual property portfolio consists of 83 issued and pending patents as of June 30, 2013. Our core system-level expertise and understanding of system requirements enables us to optimize our product roadmap and identify attractive opportunities. We supplement our research and development engineers with 53 application and field application engineers, who collaborate with our customers to provide comprehensive solutions, including embedded software, that reinforce barriers to entry. Our application expertise allows us to partner with industry leading OEMs to develop solutions for a broad range of home entertainment and cloud computing technologies.

High levels of integration. We believe our integrated solutions result in superior performance and lower material costs for our customers, enhancing our attractive value proposition. Our integrated solutions have significant advantages over competing discrete products such as improving signal integrity, reducing size and ultimately driving superior system performance. Our technology optimizes signal paths from entry to exit, resulting in highly efficient and robust performance. We believe our integrated, comprehensive and customized solutions help optimize performance and simplify manufacturing for our customers by reducing the number of discrete components within their systems and may lower overall system costs. For example, we believe we are currently the only Asia-based semiconductor provider to make an integrated tuner, demodulator and decoder into a single chip in the satellite set-top box solutions market in which we compete. We believe that the enhanced performance and cost-effectiveness created by the high level of integration in our solutions allows us to deliver additional value to our end customers, which increases customer loyalty and positions us to benefit from demand for future product upgrades from end customers. We believe this product cycle helps position us to sustain our profitability, which enables us to continue our investment in research and development activities in an effort to maintain our competitive advantage.

Close collaboration and relationships with customers and industry participants. We primarily collaborate with our customers and industry participants through high levels of support from our field application engineers. Our extensive customer interaction, combined with our deep understanding of our customers’ needs, fosters customer loyalty and increases visibility of evolving customer requirements and market opportunities within our business. Our close proximity to our customers, which are primarily located in Asia, also provides us with a better understanding of local system requirements and allows us to achieve faster time to market with our solutions. We believe this close collaboration on a local level and deep knowledge of local market requirements is particularly important due to the fragmentation and diverse technical and service requirements in the home entertainment market in emerging markets, which not only create barriers to entry for competitors without significant resources located in Asia, but also help to enhance customer loyalty. Our close collaboration with key industry participants, including server OEMs such as Dell Inc., Hewlett-Packard Company and International Business Machines Corporation, has enabled us to successfully develop high performance memory interface solutions for cloud computing environments, proven by the fact that we are currently one of two LRDIMM memory buffer suppliers validated by Intel Corporation for DDR3 technology.

Broad customer base and attractive market opportunities in home entertainment. We sell our solutions principally through distributors to over 150 set-top box customers worldwide. Our versatile home entertainment solutions allow us to address the satellite, cable and terrestrial television in emerging markets. Our end customers include nine of the ten largest set-top box manufacturers in China as measured by units sold in 2012, who manufacture products optimized for end users in emerging markets. We believe the increase in TV viewership penetration, individual disposable income in emerging markets and demand for greater home entertainment options will continue to expand our addressable market. We believe our solutions with customized software and support are critical to our set-top box end customers and create a high degree of customer loyalty. We were a leading provider of semiconductors used in set-top boxes manufactured in China in terms of units sold in 2012, and we had the highest growth rate from 2009 to 2012 among digital set-top box solution providers with 10% or greater market share in China in 2012, according to iSuppli.

79

Well positioned to capitalize on opportunities in cloud computing. We believe we offer the highest performance and lowest power memory interface solutions for memory-intensive cloud computing applications. We are currently one of two LRDIMM memory buffer suppliers validated by Intel Corporation for DDR3 technology, the most prevalent industry standard for memory integrated circuits used in servers. We closely follow current and next generation server and DRAM technology roadmaps to ensure our memory interface solutions promptly meet their qualification windows. We believe we are the only integrated circuit supplier to produce Intel-validated solutions for every generation of memory buffers beginning with DDR2 advanced memory buffers. We have sold our memory interface solutions to Samsung Electronics, SK Hynix Semiconductor, Inc., Elpida Memory, Inc. and Micron Technology, Inc., the world’s four largest memory module manufacturers as measured by revenue generated in 2012, and to Kingston Technology, the world’s largest third-party DRAM module supplier as measured by revenue generated in 2011.

Our Growth Strategies

Our goal is to be the market leader in analog and mixed-signal semiconductor solutions for our target markets. Key elements of our growth strategies include:

Invest to maintain technology leadership position across product lines. We intend to continue our focus on retaining and attracting high quality engineering staff and investing in our intellectual property portfolio to further extend our leading high performance, low power technologies in our markets. We believe our new product development initiatives will improve our overall average selling price and introduce increasingly diverse revenue streams. In our home entertainment market, the average selling price of our set-top box solutions has increased as we have integrated more functionality in our solutions. Additionally, we believe our average selling price will increase further as high definition grows in popularity in emerging markets and more complex functionality is added to our solutions. Similarly, in the cloud computing market, the average selling price for our memory interface solutions for LRDIMMs is significantly higher than our historical average selling prices for memory interface solutions for DIMMs. To supplement our existing engineering resources, we intend to opportunistically acquire engineering talent by adding new or complementary technologies, such as our recruitment of the research and development team from Hangzhou Motorola Technologies Limited in June 2011.

Strengthen our relationships with customers and industry participants. We believe our close relationships with our customers and industry participants provide us with strong visibility into their design cycles, allowing us to optimize our engineering resources. We intend to continue to build upon and strengthen our collaborative relationships to increase our customers’ dependence on us and drive greater demand for our solutions. We intend to continue educating set-top box manufacturers, memory module manufacturers and server OEMs on the benefits of our high performance low power solutions to achieve future design wins. We also intend to continue participating in the development of key industry standards to better align our future roadmap.

Expand product offering and market share in emerging home entertainment markets. We will continue to leverage our engineering expertise to increase our market share in the globally fragmented home entertainment market. For example, we intend to continue to increase our presence in emerging markets where advances in television-related standards and infrastructure are driving increased demand for our solutions. We intend to continue to introduce solutions with higher levels of product functionality and integration, similar to our complete solution that combines a tuner, demodulator and decoder, as we seek to significantly increase our total average selling price per set-top box. To date, substantially all of our revenue is derived from solutions servicing the standard definition market. However, as broadcasting technologies and requirements continue to evolve, we believe our business will experience growth within the digital TV market from solutions including demodulators for second generation digital video broadcasting standards for satellite, terrestrial and cable, such as DVB-S2, DVB-T2, DVB-C2, as well as TV tuners. Furthermore, we believe the China Terrestrial Television Broadcast standard, which will be required compliance for all TVs sold in China beginning in 2015, will help drive growth for our solutions. Within the set-top box market, we believe significant opportunities exist to sell more complete solutions compliant with the DVB-T2 standard.

80

Continue to position ourselves for growth in the cloud computing market. We believe the growth in cloud computing and the resulting strain on existing server infrastructure will continue to drive the need for enhanced memory interface solutions. We intend to provide validated solutions for future generations of memory buffers including DDR4. We believe our memory interface solutions will be able to efficiently address the increase in channels, memory capacity and higher throughput speeds required by DDR4. We intend to further penetrate our existing customer base and collaborate with new memory module partners to increase our revenue. We also intend to further develop our relationship with leading CPU manufacturers and remain aligned with their current and next generation server and DRAM technology roadmaps.

Our Technology Platform

Our technology platform leverages our high performance and low power design expertise, proprietary hardware building blocks and customized software to design analog and mixed-signal solutions for the set-top box solutions for emerging markets and memory interface solutions for the cloud computing markets. Additionally, we provide a high level of field application support to ensure high performance of our solutions. In the home entertainment market, our technology platform enables us to design highly integrated solutions for set-top boxes used in the emerging markets. In the cloud computing market, our technology platform has enabled us to produce memory interface solutions that improve server performance while minimizing energy costs.

The foundation of our technology platform is our analog and mixed-signal design capabilities, which are used to optimize our solutions for high performance and low power. This expertise is combined with a number of internally developed building blocks that are used in the development of our high performance, low power semiconductor solutions. The use of internally developed building blocks provides us with an advantage over competitors who are required to license third party solutions, which increases their costs. Furthermore, the use of internally developed building blocks allows us to maximize the integration of multiple functionalities into our solutions and rapidly and cost-efficiently develop new semiconductor solutions by utilizing our building block technologies across a range of offerings and multiple product generations. For example, if a particular solution design requires a function that may be costly to develop, we can draw from our set of technology building blocks to cost-effectively address this required functionality. We believe this design flexibility provided by our technology platform is a significant competitive advantage in the set-top box market as it allows us to more effectively satisfy diverse local market requirements. Our proprietary building blocks include analog and radio frequency front end solutions, digital signal processors, SoC technologies, high-speed interfaces and memory buffers. Additionally we develop customized software to increase the functionality of our solutions within our

81

customers’ products. Finally, to ensure optimal performance and build customer loyalty, we provide extensive field application support to our customers.

Our Solutions

We design, develop and market a range of analog and mixed-signal semiconductor solutions for set-top boxes targeting emerging markets as well as memory interface solutions for the cloud computing markets. Our solutions comprise one or more analog and mixed-signal semiconductors combined with field application and other support services. In 2012, sales of our set-top box and memory interface solutions accounted for 94% and 6%, respectively, of our total revenue. We expect sales of memory interface solutions to grow as a percentage of our total revenue in 2013 and beyond.

Set-Top Box Solutions

We market a range of high performance and multi-standard compliant HDTV and SDTV semiconductor solutions for set-top boxes, including tuners, demodulators and decoders as well as integrated solutions with customized software and support. We provide an integrated solution by combining our RF and analog hardware design and customized software. Our integrated solutions can combine tuner, demodulator and decoding technology in a single semiconductor solution. We support our solutions with our extensive team of field application engineers who are geographically close to our customers and work extensively to deepen our customer relationships. We believe our set-top box solutions deliver high performance because we offer strong signal processing capabilities to address the challenges that are commonly found in emerging markets, where the limited and oftentimes substandard broadcast network infrastructure requires more robust signal processing and performance capabilities than in developed markets. We offer set-top box solutions for satellite, cable and terrestrial broadcasts, with a particular strength in satellite and cable set-top boxes aimed at emerging markets. While solutions for the satellite set-top box market have contributed, and we expect will continue to contribute, a majority of our set-top box solutions revenue, we expect solutions for the cable set-top box market to contribute to our revenue growth over the next several years.

Our tuner and demodulator solutions are compatible with both SDTV and HDTV signals. Currently, we primarily market our decoder solutions for SDTV. We also launched an HDTV decoder solution in early 2013. In

82

2010, we launched what we believe was the first integrated DVB-S tuner/demodulator/decoder solution in the home entertainment market in which we compete. To date, substantially all of our set-top box solution revenue has been generated from the SDTV market. We expect to launch at least three new set-top box solutions by the end of 2014, including an integrated satellite HDTV set-top box solution, an integrated cable HDTV set-top box solution and an SDTV set-top box solution supporting DVB-T2 broadcast standards.

We currently offer 11 set-top box solutions, supporting the following broadcast standards:

Memory Interface Solutions

By combining our expertise in high performance, low power mixed-signal semiconductor design technologies, we have designed and developed advanced memory interface solutions that provide ultra-low power consumption and high performance, including high speed processing as well as signal integrity, for use in data center servers. We design our memory interface solutions in close collaboration with our memory module manufacturer end customers as well as server OEMs and CPU manufacturers to meet required design specifications. We believe our memory interface solutions are high performance, because they can achieve better signal integrity than our competitors in our market, which allow our solutions to efficiently operate at higher speeds thereby increasing memory capacity and improving server performance. Additionally, our built-in self-test capabilities help memory module manufacturers and server OEMs to rapidly validate memory performance.

Our current memory interface solutions include register buffers for DDR3 RDIMMs and memory buffers for DDR3 LRDIMMs. All our memory interface solutions for DDR3 are JEDEC standard-compliant, and have passed component- and system-level validation by Intel Corporation and other industry-leading companies. We are working closely with JEDEC and other key industry participants, including leading CPU and memory module manufacturers, to develop the first generation of DDR4-compliant memory interface solutions, including a registering clock driver and a data buffer. In July 2013, we introduced our DDR4 registering clock driver and data buffer for DDR4 RDIMMs and LRDIMMs, which we believe is the industry’s first JEDEC 0.92 specification-compliant DDR4 registering clock driver and data buffer.

Our memory interface solutions that are currently in volume production include:

Standards/Applications	Speed	Intel/OEM Validation
Register Buffer	1600 Mbps and 2133 Mbps	ü
Memory Buffer - Generation 2	1600 Mbps and 1866 Mbps	ü

83

Our memory interface solutions that are sampling include:

Standards/Applications	Speed	Intel/OEM Validation
Register	2400 Mbps	In process
Data Buffer	2400 Mbps	In process

Sales and Distribution

In line with general market practice, we typically sell our set-top box solutions to our end customers through distributors. Once our end customers assemble various components into set-top boxes, the set-top boxes are then sold to set-top box retailers or cable network operators. Our set-top box solutions have been incorporated in set-top boxes sold globally to retail outlets and cable network operators in China, Southeast Asia, India, the Middle East, Africa and other emerging market geographies. The diagram below shows how our set-top box solutions are sold to our customers and reach network operators and retailers:

While our set-top box solutions are typically sold through distributors, we collaborate with our customers and industry participants through high levels of support from our field application engineers.

Sales through our distributors accounted for 82% of our total revenue in 2012. Sales through our three largest distributors, LQW Technology Company Limited, Qinuo International Co., Ltd. and China Electronic Appliance Shenzhen Co., Ltd., accounted for 50%, 18% and 9%, respectively, of our total revenue in 2012. We typically enter into distribution agreements with our distributors, with each distributor covering a defined customer base and/or geographic area. In addition, our distribution agreements are typically negotiated and entered into on an annual basis and prohibit the distributor from selling products or solutions competing with ours. Our distributors primarily handle the logistics and payment in connection with our sales for us, but we maintain direct relationships, both pre- and post-sale with the end customers.

We typically sell our memory interface solutions directly to memory module manufacturers.

End Customers

We sell our set-top box solutions, directly and through distributors, to end customers who are manufacturers of set-top boxes or televisions in China and internationally and to cable network operators in China. Our set-top box solutions have been shipped to more than 150 end customers, including nine of the ten largest set-top box manufacturers in China as measured by units sold in 2012. In 2012, only one of our set-top box end customers, Shenzhen Changhong Digital Technology Limited, accounted for more than 10% of our total revenue for the year, and our five largest end customers accounted for in aggregate 41% of our total revenue for the year.

We sell our memory interface solutions to leading memory module manufacturers globally. We have sold our memory interface solutions to Samsung Electronics, SK Hynix Semiconductor, Inc., Elpida Memory Inc., and Micron Technology, Inc., the world’s four largest memory module manufacturers as measured by revenue generated in 2012, and to Kingston Technology, the world’s largest third-party DRAM module supplier as measured by revenue generated in 2011.

Sales to end customers in Asian countries accounted for 96%, 97% and 94% of our total revenue in 2010, 2011 and 2012, respectively. Although our end customers are primarily manufacturers located in Asia, our integrated circuits are incorporated into finished products sold globally.

84

Marketing and Customer Support

We work directly with our end customers to provide them with application-specific product information for their system design, engineering and procurement groups. Our technical marketing, sales and field application engineers actively engage potential customers during their design processes to introduce them to our product capabilities and target applications. We design solutions in an effort to meet the increasingly complex and specific design requirements of our end customers.

We work with our set-top box end customers to design integrated solutions, including both hardware and software applications, to maximize the performance and efficiency of their set-top boxes. When we provide integrated, customized solutions, we typically undertake a multi-month sales and development process with the end customer’s system designers and management. Volume production can begin from several months to up to one year after an end customer confirms its decision to use our solutions, depending on the complexity of the end customer’s product and other factors. Once one of our solutions is incorporated into an end customer’s design, it is likely to be used for the life cycle of the customer’s product. We believe this to be the case because a redesign would generally be time-consuming and expensive. We support our solutions with our extensive team of field application engineers who are geographically close to our end customers and work extensively to deepen our relationships with them. Moreover, our extensive customer interaction, combined with our deep understanding of our end customers’ needs, fosters customer loyalty and increases visibility within our business.

In the cloud computing market, our sales and marketing team maintains relationships with technology leaders, which enables us to anticipate and solve next generation challenges facing our customers. We also participate actively in setting industry standards with organizations such as JEDEC to have representation in the definition of future market trends, thereby helping us to maintain our leadership position in the memory interface market.

Research and Development

We believe that our future success depends on our ability to introduce enhancements to our existing products and to develop new products as well as continue to develop and enhance our technology platform to meet the rapidly changing needs and requirements of our end customers. For our set-top box solution offerings, we are currently focused on enhancing our existing integrated solutions to serve HDTV applications. For our memory interface solution offerings, we are currently focused on DDR4 memory interface solutions. We have devoted substantial resources to our research and development activities, and have assembled a team of highly qualified semiconductor and embedded software design engineers who have strong design expertise in high performance and low power analog and mixed-signal semiconductors and related hardware and software application design.

Our engineering design teams are located in Shanghai, Suzhou and Hangzhou in China and in Taipei and Hsinchu in Taiwan. As of June 30, 2013, we had 290 employees in our research and development department, representing approximately 65% of our total employees. Nearly half of our engineers hold advanced degrees. These engineers and designers are involved in advancing our core technologies, as well as applying these core technologies to our product development activities across a number of areas including consumer electronics, multi-media, telecommunications transport systems, enterprise networking equipment, data centers and enterprise servers, storage platforms and test and measurement systems. In 2010, 2011, 2012 and the six months ended June 30, 2013, our research and development expenses were $11.1 million, $13.7 million, $17.6 million and $12.5 million, respectively.

All of our currently offered solutions and substantially all of the building blocks comprising our technology platform have been designed in-house with core technology based on our internally developed intellectual property. While we use commercially available simulation tools to predict overall system performance based on the functionality, architecture and design of our semiconductors, we do not license any material intellectual property from third parties. After our semiconductors are manufactured, we perform system measurements and refine our design to improve the semiconductors’ performance and predictive ability. As a result, our design

85

methodology has improved over time and we have been able to very accurately predict overall system performance prior to fabricating a part.

Our research and development team works closely with our sales and marketing and manufacturing teams to develop new and commercially attractive products. We have completed our development and have begun customer qualification for a high-definition decoder. We currently expect to commence volume production of this set-top box solution in 2013. We are also currently in the advanced stages of development of our DDR4 register and memory buffers. We are working with key industry participants, including JEDEC, to develop these DDR4 memory interface solutions, and we currently expect to begin volume production of this product by the end of 2014.

Manufacturing

We operate a fabless business model and use third-party foundries and assembly and test manufacturing contractors to manufacture, assemble and test our semiconductor products. For quality control purposes, we also inspect and test the final products manufactured by the third party suppliers in our laboratories by way of sampling before the products are delivered to our distributors or customers. This outsourced manufacturing approach allows us to focus our resources on the design, development and marketing of our solutions and reduces overhead and our exposure to cyclicality risks. In addition, we believe outsourcing manufacturing and assembly activities provides us the flexibility needed to respond to new market opportunities, simplifies our operations and significantly reduces our capital requirements.

We subject our third-party manufacturing contractors to qualification requirements in order to meet the high quality and reliability standards required of our products. We carefully qualify each of our partners and processes before applying the technology to our products. Our engineers work closely with our foundries and other contractors to increase yield, lower manufacturing costs and improve product quality.

Wafer Fabrication. We currently maintain active relationships with a number of world-class semiconductor foundries. We choose the semiconductor process and foundry that we believe provides the best combination of performance and cost-effectiveness attributes for any particular product. For each of our products, we typically utilize a single foundry for semiconductor wafer production. Nonetheless, to ensure adequate wafer supply, we also take into account technologies of other foundries during our design process to ensure that the production of our products can be transferred to other backup foundries if needed. Our principal foundries are Semiconductor Manufacturing International Corporation in China, Fujitsu Semiconductor Limited in Japan and United Microelectronics Corporation in Taiwan.

Packaging, Assembly and Testing. Upon the completion of processing at the foundry, the finished wafers are shipped to our third-party assemblers for packaging, assembly and testing. Currently, our principal packaging, assembly and testing contractors are STATS ChipPAC Ltd. in Singapore and Siliconware Precision Industries Co., Ltd. in Taiwan. The products are then shipped to us, where we also perform testing in our Shanghai, Suzhou and Hangzhou facilities by way of sampling before delivery to our end customers.

We are committed to maintaining the highest level of quality in our products. Our objective is that our products meet all of our customer requirements, are delivered on-time and function reliably throughout their useful lives. As of the date of this prospectus, we have lowered our defective parts per million, or DPPM, to below 100. In addition, we have achieved an on-time delivery rate of more than 98.5%. As part of our total quality assurance program, our quality management system has been certified to ISO 9001:2008 standards in 2006. Our manufacturing partners are also ISO 9001 certified.

Competition

The markets in which we operate are highly competitive. We compete with numerous semiconductor companies, some of which have greater financial and other resources with which to pursue technology development,

86

product design, manufacturing, marketing, sales and distribution of their products. Currently, our competitors range from large, international companies offering a wide range of semiconductor solutions to smaller companies specializing in set-top box or memory interface solutions. Our primary competitors in the set-top box market include semiconductor companies that sell to emerging markets such as HiSilicon Technologies Co., Ltd., ALi Corporation, RDA Microelectronics, Inc., Airoha Technology Corporation and STMicroelectronics NV, as well as smaller semiconductor design companies based in China. We believe that we provide a more comprehensive suite of set-top box solutions for emerging markets than any of our Asia-based competitors. Our market share for set-top box chipset solutions in China in terms of units sold was 7% in 2009 and 14% in 2012, according to iSuppli. Our competitors in the memory interface market include Inphi Corporation, Integrated Device Technology, Inc. and Texas Instruments Inc.

Our ability to compete successfully depends on elements both within and outside of our control, including industry and general economic trends. Intense competition could result in price pressure, reduced profitability and loss of market share, any of which could materially and adversely affect our business, revenue and operating results. Moreover, our markets are characterized by evolving technologies, industry standards and customer preferences.

We compete or plan to compete in different target markets to various degrees on the basis of a number of principal competitive factors, including but not limited to:

• our ability to offer integrated, high performance and low power semiconductor solutions that differentiate us from our competitors;

• our success in identifying and developing new and emerging technologies, solutions and markets;

• the performance and cost-effectiveness of our solutions;

• our ability to provide innovative and high-quality functionality and features, including integrated solutions, and superior service;

• our ability to recruit high-level talent, including engineers and chip designers;

• our ability to maintain and grow our relationship with key industry players; and

• our ability to protect our intellectual property.

Specifically, in the home entertainment market we compete primarily on the basis of our customization and field application support capabilities, level of integration of our solutions, performance and price. In the cloud computing market, we primarily compete on the basis of high performance, power efficiency and our track record of achieving validation for our memory solutions with leading CPU manufacturers. We believe we compete favorably with respect to these factors.

Backlog

Historically, our sales are on a purchase order basis rather than long-term purchase commitments. As we typically ship our semiconductors within two weeks of receiving a purchase order, we have not experienced material backlog orders.

Intellectual Property

We rely on a combination of intellectual property rights, including patents, trade secrets, copyrights and trademarks, and contractual protections, to protect our core technology and intellectual property. As of June 30, 2013, among other jurisdictions, we have 20 and 17 issued patents in the United States and China, respectively, and 15, 29 and two patent applications pending in the United States, China and Taiwan, respectively. Among these 83 issued and pending patents, 40 of them relate to technology and design features of our set-top box solutions, 37 of

87

them relate to technology and design features of our memory interface solutions and six are related to Wi-Fi technology. There is no assurance that our patent applications will result in the issuance of any patents.

We generally control access to and use of our confidential information through the use of internal and external controls, including contractual protections with employees, contractors and customers. We rely in part on the PRC, United States and international copyright laws to protect our design work. All employees and consultants are required to execute confidentiality agreements in connection with their employment and consulting relationships with us. We also require them to agree to disclose and assign to us all inventions conceived or made in connection with the employment or consulting relationship.

Legal Proceedings

We have not been, and are not currently a party to, nor are we aware of, any legal proceedings, investigation or claim which, in the opinion of our management, is likely to materially and adversely affect our business, financial condition or results of operations. We may become subject to legal proceedings, investigations and claims incidental to the conduct of our business from time to time.

Employees

As of June 30, 2013, we had 446 employees, the significant majority of which are based in China or Taiwan. Among the 446 employees, 290 were in research and development, 89 were in sales and marketing, 23 were in operations and 44 were in general and administrative. Montage Technology (Shanghai) Co., Ltd. maintains a labor union and entered into a collective bargaining agreement with its employees in June 5, 2012 pursuant to PRC law. We consider relations with our employees to be good and have never experienced a work stoppage.

Facilities

We currently lease our principal executive offices in Shanghai under two lease agreements totaling 53,677 square feet of office space in which the lease agreements expire on March 31, 2016 and December 31, 2014, respectively. We also lease 24,035 square feet and 6,427 square feet in Suzhou and Hangzhou, respectively, for our operations in China. The current leases are expected to expire on May 19, 2014 and May 31, 2014, respectively. Our U.S. subsidiary currently leases 2,237 square feet of office space in San Jose, California under a lease that expires on September 30, 2013. In addition, our U.S. subsidiary leases 4,654 square feet of office space with a lease term from September 1, 2013 to November 30, 2018. Our Taiwan subsidiary currently leases office space of 11,302 and 4,258 square feet of office space in Taipei and Hsinchu, Taiwan, respectively. The current leases are set to expire on October 31, 2013 and November 30, 2015, respectively. Our Hong Kong subsidiary currently leases 1,175 square feet of office space in Kowloon, Hong Kong under a lease that expires on May 6, 2014. Our Macao subsidiary currently leases 2,594 square feet of office space in Macao under a lease that expires on on April 23, 2015. We believe that our current facilities are sufficient to meet our needs for the foreseeable future. In addition, we expect to renew our existing lease agreements shortly before their respective expiration dates and do not foresee any obstacles in the renewal of relevant agreements.

Corporate History and Structure

We established Montage Technology Group Limited in the British Virgin Islands in March 2004 as the offshore holding company of our business operations. In April 2006, Montage Technology Group Limited was registered in the Cayman Islands by way of continuation.

In May 2004, we established Montage Technology (Shanghai) Co., Ltd., or Montage Shanghai, as our wholly-owned PRC subsidiary to conduct our business in the PRC. With the expansion of our business, we subsequently established additional subsidiaries in the Cayman Islands, California, Hong Kong China and Taiwan.

In October 2010, we established Montage Technology Hong Kong Limited to hold the equity interests of our PRC operating subsidiaries. In May 2013, we acquired 100% of the equity interest of Sonoma Macao

88

Commercial Offshore Limited, or Sonoma Macao, a company incorporated in the Macao Special Administrative Region of the People’s Republic of China without any active operations, from Triple Win Holdings Inc. for total cash consideration of HKD1.0 million. The purpose of this acquisition was to become eligible for preferential tax policies offered by the Macao government. We have changed Sonoma Macao’s name to Montage Technology Macao Commercial Offshore Limited, or Montage Macao. As a result, Montage Macao will become our principal operating entity outside China going forward.

The following diagram illustrates our corporate structure and the place of incorporation of each named entity:

(1) Upon completion of the consolidation of our subsidiaries, this subsidiary will be deregistered and will no longer be part of our corporate structure.

(2) Upon completion of the acquisition of Montage Macao in May 2013, this subsidiary became a wholly owned subsidiary within our corporate structure.

Our business in China is not subject to any restrictions on foreign investment under the PRC Catalog for Guidance of Foreign Investment Industries or other applicable regulations. Our principal business within China, the design of integrated circuits, is categorized as an encouraged industry under the PRC Catalog for Guidance of Foreign Investment Industries.

89

MANAGEMENT

Executive Officers, Directors and Significant Employees

Below is a list of our executive officers, directors and significant employees as of July 31, 2013, their respective ages and positions and a brief account of the business experience of each of them.

Name	Age		Position
Executive Officers and Directors:
Howard C. Yang		55	Chairman of the Board and Chief Executive Officer
Stephen Tai		42	Director and President
Mark Voll		59	Chief Financial Officer
Leechung Yiu		57	Chief Technology Officer, Senior Vice President
Bill Franciscovich		53	Vice President, Worldwide Sales
Jack Gu		56	Vice President, China Sales
Kenneth Chew		53	Vice President, Operations
Yung Kuei (YK) Yu(2)(3)		48	Director
Cathy Yen(2)(3)		48	Director
Jung-Kung (Jackie) Yang(1)(2)		46	Director
Edward Way(1)		68	Director
Charles G. Sodini(1)(3)		61	Director
Significant Employees:
Cheng Tie Chen		58	Vice President, Engineering (SoC Products)
Shawn Si		46	Vice President, Engineering (STB Front-end Products)
Zhongyuan Chang		53	Vice President, Engineering (Memory Interface Products)
SeungJin (SJ) Seo		49	Vice President, Engineering (Validation and Applications)
Phoebe Su		41	Vice President, Finance and Administration

(1) Member of Audit Committee

(2) Member of Compensation Committee

(3) Member of Nominating and Corporate Governance Committee

Dr. Howard C. Yang is one of our founders and has served as our Chairman of the board of directors and Chief Executive Officer since our inception. Prior to co-founding us, he was Vice President at Integrated Device Technology Inc., a semiconductor design company, from 2001 to 2004. In 1997, Dr. Yang co-founded Newave Semiconductor Corp., an integrated circuit design company located in China. In 2001, Newave merged into Integrated Device Technology Inc., which was ranked China’s top ten mergers of the year by China Merger and Acquisitions Yearbook (2002). Prior to Newave, Dr. Yang held various positions at Shanghai Belling in Shanghai as well as National Semiconductor Corp., Chips and Technology Inc. and Pericom Semiconductor Corp. in Silicon Valley. He has been an IEEE Fellow since January 2010 and was selected into the National “Thousand Talents Program,” a program organized by the Central Coordination Committee on the Recruitment of Talents in China to recruit top overseas scientists and back to China. He has received several awards for his work, including IEEE CAS Industrial Pioneer Award and Magnolia Gold Award from the mayor of Shanghai for his pioneering contributions in China’s integrated circuit design industry. Dr. Yang holds both master’s and Ph.D. degrees in Electrical Engineering from Oregon State University. We believe that Dr. Yang should serve as a member of our board of directors due to the perspective and experience he brings as one of our founders, Chairman, and CEO, and his many years of experience in the semiconductor industry. Dr. Yang was designated to serve as a member of our board of directors by our ordinary shareholders.

Stephen Tai is one of our founders and has served as a member of our board of directors and our President since our inception. Mr. Tai has over 18 years of experience in semiconductor architecture, design and engineering management. Prior to co-founding us, Mr. Tai was the Director of Engineering Research and Development and a founding core team member at Marvell Technology Group Ltd., a semiconductor company, from 1995 to 2003.

90

Prior to Marvell, he was a senior design engineer at Sigmax Technology, a CD-ROM controller semiconductor company, from 1994 to 1995. Mr. Tai holds a master’s degree in Electrical Engineering from Stanford University and a bachelor’s degree in Electrical and Computer Engineering from The Johns Hopkins University. We believe that Mr. Tai should serve as a member of our board of directors due to the perspective and experience he brings as one of our founders and his years of experience in the semiconductor industry. Mr. Tai was designated to serve as a member of our board of directors by our ordinary shareholders.

Mark Voll has served as our Chief Financial Officer since June 2012. Mr. Voll has more than 25 years of experience in finance and accounting and served as Chief Financial Officer in a number of public and private high technology companies. Prior to joining us, Mr. Voll served as Chief Financial Officer of Invensense, Inc., a provider of MEMS devices for consumer electronics products, from June 2010 to January 2011. Prior to Invensense, Mr. Voll was Chief Financial Officer of Techwell, Inc., an analog semiconductor company, from November 2005 to June 2010. Prior to that, he served as Chief Financial Officer for Monolithic System Technology, Inc., an intellectual property semiconductor company, from June 2002 to November 2005. Mr. Voll holds a bachelor’s degree in Business Administration from Providence College.

Dr. Leechung Yiu joined us in October 2008 as Senior Vice President and Chief Technical Officer. Dr. Yiu has over 25 years of product development experience in the integrated circuit design industry in a broad range of areas including storage, communication and multimedia applications. Before joining us, Dr. Yiu served as Vice President of Engineering at Trident Microsystems, Inc., a digital TV chipset manufacturer, from 2007 to 2008. Dr. Yiu also served as VP of Engineering at Shanghai Huahong International, an integrated device manufacturer, from 2005 to 2007, Sunext Technology Company Limited, a supplier of semiconductor products for Optical Disc Drive applications, from 2003 to 2005 and Marvell Semiconductor, Inc., a fabless semiconductor company, from 1999 to 2003. In 1997, Dr. Yiu co-founded Newave Semiconductor Corp., an integrated circuit design company in China, and served as its Vice President of Engineering from 1997 to 1999. Dr. Yiu received both Ph.D. and master’s degrees in Electrical Engineering from University of California at Berkeley, and a bachelor’s degree in Electrical Engineering from National Taiwan University.

Bill Franciscovich joined us in January 2007 as a Vice President, Worldwide Sales. Mr. Franciscovich has over 30 years of experience in semiconductor sales, marketing and manufacturing. Prior to joining us, Mr. Franciscovich served as Vice President of Worldwide Sales at Power-One Inc., a provider of power conversion and power management solutions, from 2004 to 2006. At Integrated Device Technology, Inc., or IDT, a semiconductor design company Mr. Franciscovich held various executive sales, product-line management and marketing positions from 1986 to 2003. Prior to IDT, Mr. Franciscovich held sales positions with Zeus Electronics (now a division of Arrow Electronics, Inc.) , an electronic components supplier, from 1984 to 1986 and Motorola Semiconductor, a semiconductor company, from 1982 to 1984. Mr. Franciscovich holds a bachelor’s in Materials Science Engineering from Cornell University.

Jack Gu joined us in February 2006 as Vice President, China Sales. Mr. Gu has over 25 years of experience in sales, manufacturing and engineering management in the electronics industry. Prior to joining us, he was a member of the board of directors and Vice President at CEC-View Company Limited in Beijing, a video display company, from 2005 to 2006. Prior to CEC-View, he was the Vice President of Marketing & Sales at Shanghai Belling Co., Ltd, an integrated circuit IDM company, from 1998 to 2005. Mr. Gu holds a master’s degree in Management Science and Engineering from Shanghai Jiaotong University.

Kenneth Chew joined us in March 2005 as a Vice President, Operations. Mr. Chew has over 20 years of experience in semiconductor manufacturing and engineering project management. Prior to joining us, he was the Director of Operations and founding team member at Marvell Asia Pte Ltd, a semiconductor company and subsidiary of Marvell Technology Group Ltd., in Singapore, from 1997 to 2005. Prior to Marvell, he held various engineering manufacturing and project management positions at Adaptec Singapore, a semiconductor company, from 1996 to 1997, and at Silicon Systems Singapore, a semiconductor company, from 1990 to 1996. Mr. Chew

91

holds a master’s degree in Electrical Engineering from Nanyang Technological University of Singapore and a bachelor’s degree in Electronics and Computer Engineering from University of Iowa, USA.

Yung Kuei (YK) Yu has served as a member of our Board of Directors since April 2013. Mr. Yu is a Vice President at TLC Capital Corporation, the venture capital arm of semiconductor foundry United Microelectronics Corporation, and has been with TLC Capital since December 2005. Prior to joining TLC Capital, Mr. Yu was an Associate Vice President of the Direct Investment Department at China Development Industrial Bank, from 1998 to 2005. Prior to working at China Development Industrial Bank, Mr. Yu was an Analyst with Asia Pacific Investment Co. from 1995 to 1998. Mr. Yu holds a master’s degree in mechanical engineering from National Chiao Tung University and a bachelor’s degree in mechanical engineering from National Cheng Kung University. Mr. Yu has served as a director of Alliance Optotek Ltd., a LED lighting solution company, since 2006, and BCom Electronic Inc., an in-car entertainment company, since 2007. Mr. Yu was a director of Sercomm Ltd., a broadband and wireless networking equipment company, from 2007 to 2008 and a director of Waltop Ltd., a pen-input solutions company, from 2006 to 2011. We believe that Mr. Yu should serve as a member of our Board of Directors due to his many years of experience as a private equity investor with particular experience in high and new technology companies and his engineering background.

Cathy Yen has served as a member of our board of directors since June 2006. Ms. Yen has served as a Partner of AsiaVest Partners, TCW/YFY Ltd., a venture capital firm, since 2000. Prior to joining AsiaVest, Ms. Yen was with Fortune Capital, as Senior Manager from 1999 to 2000, Crimson Ventures/China Trust Bank, as Vice President, from 1997 to 1999 and Global Financial Services, as Vice President, from 1990 to 1997. Ms. Yen has served as a director of Anyka Technologies Corporation, a fabless integrated circuit design company, since 2005, Sundia MediTech Group, Ltd., a pharmaceutical and biotech research and development outsourcing company, since 2007 and Dynamic Advertising Channels Holding Ltd., an outdoor media communications agency, since 2011. Ms. Yen was previously a director of Chipmore Technology Corporation Limited from 2003 to 2007. Ms. Yen holds master’s degree in Business Administration and a bachelor’s degree in Economics from National Taiwan University. We believe that Ms. Yen should serve as a member of our board of directors due to her accounting and private equity investing experience. Ms. Yen was designated to serve as a member of our board of directors by our Series B-1 and Series B-2 preferred shareholders.

Jung-Kung (Jackie) Yang has served as a member of our board of directors since September 2007. In April 2007, Mr. Yang co-founded TransLink Capital, a venture capital firm, and currently serves as a Managing Director. Before starting TransLink, Mr. Yang was Senior Vice President at UMC Capital, the venture capital arm of semiconductor foundry United Microelectronics Corporation, from 2002 to 2007. Mr. Yang has served as a director of Aicent, Inc., a mobile data service provider, since August 2002, Parade Technologies LTD, a fabless semiconductor company, since December 2005, SiFotonics Technologies Co., Ltd., a fabless photonic integrated circuit company, since November 2009, Winking Entertainment LTD., an online game development and outsourcing company, since July 2011, Global Communication Semiconductors, LLC, a semiconductor wafer foundry, since March 2012, Adwo, a mobile ad platform in China, since June 2012, and Memoright Corporation, a provider of solid state drive solutions and support, since November 2012. Mr. Yang also previously served as a director for SandForce, a fabless semiconductor company, from October 2009 to December 2011. Mr. Yang received his master’s degree in Business Administration from University of Missouri, Columbia and a bachelor’s degree in Mechanical Engineering from National Tsinghua University, Taiwan. We believe that Mr. Yang should serve as a member of our board of directors due to his many years of experience as a private equity investor and his engineering background. Mr. Yang was designated to serve as a member of our board of directors by our Series B-1 and Series B-2 preferred shareholders.

Edward Way has served as a member of our board of directors since August 2012. Prior to joining us, Mr. Way served as Chief Executive Officer Emeritus from June 2006 to May 2007 and Managing Partner and Chief Executive Officer of Deloitte & Touche (Taiwan), a registered public accounting firm, from June 2003 to May 2006. Mr. Way is a certified public accountant and holds a master’s degree in Business Administration from the University of Georgia and a bachelor’s degree in accounting from Soochow University, Taiwan. We believe

92

that Mr. Way should serve as a member of our board of directors due to his many years of accounting experience. Mr. Way was designated to serve as a member of our board of directors by our preferred shareholders.

Dr. Charles Sodini has served as member of our board of directors since February 2013. Since 1983, Dr. Sodini has been a member of the faculty at the Massachusetts Institute of Technology, where he is currently the LeBel Professor of Electrical Engineering. From 1974 to 1982, Dr. Sodini was a Member of the Technical Staff at Hewlett-Packard. Dr. Sodini was also a co-founder of SMaL Camera Technologies, a leader in imaging technology for consumer digital still cameras and machine vision cameras for automotive applications. Dr. Sodini received a master’s degree and a Ph.D. in electrical engineering from the University of California, Berkeley and a bachelor’s degree in electrical engineering from Purdue University. We believe that Dr. Sodini should serve as a member of our board of directors due to his many years of industry and academic experience. Dr. Sodini was designated to serve as a member of our board of directors by our preferred shareholders.

Dr. Cheng Tie Chen joined us in March 2011 as a Vice President, Engineering (SoC Products). Dr. Chen has more than 25 years of industrial research and development experience in digital integrated circuit development and video applications. Prior to joining us, Dr. Chen was a Vice President of Engineering at Trident Microsystems, Inc., a DTV chips manufacturer, from July 2006 to February 2011, responsible for digital TV integrated circuit development. Prior to Trident, Dr. Chen was a Vice President of Engineering at Magnum Semiconductor Inc., a provider of silicon, modules, software and IP for the professional broadcast infrastructure market, from 2005 to 2006 and Cirrus Logic, Inc., an analog and mixed-signal integrated circuit supplier, from 2001 to 2005. In 1996, Dr. Chen joined Stream Machine Company (which was acquired by Cirrus Logic), a supplier of MPEG-2 video recording technology, as Technology Founder and VP of Engineering. Dr. Chen also held various research and engineering positions at Eastman Kodak Research Laboratories, an industrial research organization, from 1984 to 1987 and Bell Communications Research, from 1987 to 1996. Dr. Chen received his master’s and Ph.D. degrees in Electrical Engineering from University of Pennsylvania, and bachelor’s degree in Electrical Engineering from National Taiwan University.

Shawn Si is one of our founders and has served as a Vice President of Engineering STB Front-end Products since 2010, having previously served as Engineering Director since our inception. He has over 19 years of experience in developing high-performance analog, RF and mixed-signal semiconductor products. Prior to joining us, Mr. Si served as senior Member of the Technical Staff at Bigbear Networks, Inc. (acquired by Fairchild Semiconductor International, Inc.), a provider of transceivers and electronic dispersion compensation solutions for high speed networks, from 2001 to 2004, and a senior Member of Technical Staff of Datapath Systems Inc. (acquired by LSI Logic), a communications chip company, from 1994 to 2000. Mr. Si received his master’s degree in Electrical Engineering from University of Hawaii and a bachelor’s degree in Electrical Engineering from Zhejiang University, China.

Dr. Zhongyuan Chang joined us in June 2013 as a Vice President of Engineering (Memory Interface Products). Dr. Chang has over 23 years of experience in analog and mixed-signal product development and engineering management. Prior to joining us, he served as CTO at Shanghai Belling Co. Ltd., from 2010 to 2013. Prior to working at Belling, Dr. Chang served as Vice President at Integrated Device Technology Inc. and General Manager of IDT-Shanghai. Before returning to China, he was a Senior Engineer at Alcatel Inc. in Belgium. Dr. Chang served as an Information Technology Policy Committee member of the Data Converter Subcommittee of IEEE International Solid-State Circuits Conference (ISSCC), from 2004 to 2009. He was an invited speaker at ISSCC in 2004. In addition, Dr. Chang has published over 20 technical articles in IEEE Journals and international conferences, including three papers at ISSCC. He is the first author of the monograph “Low Noise Wideband Amplifiers in Bipolar and CMOS Technology” (Kluwer Academic, 1990). Dr. Chang holds both master’s and Ph.D. degrees in Microelectronic Engineering from Catholic University of Louvain in Belgium.

SeungJin (SJ) Seo joined us in February 2012 as a Vice President, Engineering (Validation and Applications). Mr. Seo has more than 22 years of experience in memory module development. Prior to joining us, Mr. Seo served as a Principal Engineer at Samsung Electronics Co., Ltd., a multinational electronics company, from 1989 to 2011,

93

managing a memory module development team with responsibility for all aspects of memory module development. Mr. Seo has extensive experience with key server OEMs, and during his career has been involved in the development of JEDEC standards, module PCB design, verification and system validation testing. Mr. Seo received his bachelor degree in Electronic Engineering from the Inha University, Incheon, Korea.

Phoebe Su joined us in October 2007 as a Vice President, Finance and Administration. She has more than 15 years of experience in finance and accounting. Before joining us, she was Finance Controller of Dow Corning China, a provider of silicon products and services, from 2003 to 2007. Prior to that, she had worked at PricewaterhouseCoopers Zhong Tian CPAs Limited Company, a registered public accounting firm, as an Audit Manager from 1995 to 2003. She holds a bachelor’s degree in Management Information System from Fudan University.

Election of Officers

Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors, executive officers or significant employees.

Board Composition and Terms

Our business and affairs are managed under the direction of our board of directors. Upon the completion of this offering, we will have a board of seven directors. The number of directors may be changed by resolution of our board of directors. Our directors, other than any director serving as chief executive officer, will be divided into class A, class B and class C directors. Initially, the class A directors will be Jung-Kung (Jackie) Yang and Cathy Yen, the class B directors will be Yung Kuei (YK) Yu and Edward Way, and the class C directors will be Charles G. Sodini and Stephen Tai. Class A, class B and class C directors will each serve three-year terms and will stand for election every year at our annual general meeting of shareholders on a rotating basis, beginning with our class A directors at the first annual general meeting of our shareholders following the completion of this offering. If any director simultaneously serves as our chief executive officer, as Dr. Howard C. Yang currently does, he will not, for so long as he is chief executive officer, be designated a class A, class B or class C director or be subject to retirement or re-election.

Director Independence

The rules of the NASDAQ Stock Market LLC, or NASDAQ, generally require that a majority of the members of a listed company’s board of directors be independent within specified periods following the completion of an initial public offering. In addition, the listing rules generally require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and governance committees be independent.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries; or be an affiliated person of the listed company or any of its subsidiaries.

Our board of directors has determined that none of our non-employee directors has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the rules of the NASDAQ.

Board Committees

Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. The composition and responsibilities of each committee are described below.

94

Members will serve on these committees until their resignation or until otherwise determined by our board of directors. In the future, our board of directors may establish other committees, as it deems appropriate, to assist with its responsibilities.

Audit Committee

Our audit committee consists of Edward Way, Jung-Kung (Jackie) Yang and Charles G. Sodini. Edward Way is the chairperson of our audit committee. Our board of directors has affirmatively determined that each member of our audit committee meet the definition of an independent director under applicable SEC and NASDAQ listing rules. In addition, our board of directors has determined that Edward Way qualifies as an “audit committee financial expert,” as such term is defined in the rules and regulations of the SEC.

Our audit committee is responsible for, among other things:

• appointing the independent auditor;

• pre-approving all auditing and non-auditing services permitted to be performed by the independent auditor;

• setting clear hiring policies for employees and former employees of the independent auditor;

• reviewing with the independent auditor any audit problems or difficulties and management’s responses;

• reviewing and approving all related party transactions, as defined under applicable U.S. securities laws and regulations;

• reviewing and discussing the annual audited financial statements with management and the independent auditor;

• reviewing and discussing with management and the independent auditor major issues regarding accounting principles and financial statement presentations;

• reviewing reports prepared by management relating to significant financial reporting issues and judgments;

• resolving any differences in financial reporting between management and the independent auditor;

• discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies;

• reviewing with management and the independent auditor the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on our financial statements;

• discussing policies with respect to risk assessment and risk management;

• timely reviewing reports from management regarding all critical accounting policies and practices to be used by our company, all alternative treatments of financial information within U.S. GAAP that have been discussed with management and all other material written communications between the independent auditor and management;

• establishing procedures for the receipt, retention and treatment of complaints received from our employees regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

• establishing, maintaining and overseeing our code of conduct and ethics; and

• annually reviewing and reassessing the adequacy of our audit committee charter.

Compensation Committee

Our compensation committee currently consists of Jung-Kung (Jackie) Yang, Cathy Yen and Yung Kuei (YK) Yu. Jung-Kung (Jackie) Yang is the chairperson of our compensation committee. Our board of directors has affirmatively determined that each member of our compensation committee meets the definition of an independent director under NASDAQ listing rules.

95

The compensation committee is responsible for, among other things:

• reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating our chief executive officer’s performance in light of those goals and objectives, reporting the results of such evaluation to the board of directors and determining our chief executive officer’s compensation level based on this evaluation;

• reviewing and making recommendations to the board with respect to the compensation level of our other executive officers;

• hiring or termination of any executive officer;

• overseeing and approving all welfare, benefit, pension or other plans related to compensation of current or former employees, including equity-based compensation plans; and

• evaluating and making recommendations to the board with respect to compensation of non-executive directors.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee currently consists of Yung Kuei (YK) Yu, Cathy Yen and Charles G. Sodini. Yung Kuei (YK) Yu is the chairperson of our nominating and corporate governance committee. Our board of directors has affirmatively determined that each member of our nominating and corporate governance committee meets the definition of an independent director under the NASDAQ listing rules.

The nominating and corporate governance committee is responsible for, among other things:

• seeking and evaluating qualified individuals to become new directors as needed;

• making recommendations to the board regarding assignment of board members to various board committees;

• developing, reviewing and confirming compliance with our corporate governance policies; and

• overseeing self-evaluations by our board.

Compensation Committee Interlocks and Insider Participation

None of the members of our compensation committee is an officer or employee of our company, nor have they ever been an officer or employee of our company. None of the executive officers of our company has served on the compensation committee, or any other committee serving an equivalent function, of any entity that has one or more executive officers serving as members of our board of directors or our compensation committee.

Code of Conduct and Ethics

Our code of conduct and ethics applies to all of our employees, officers and directors, including those officers responsible for financial reporting. Our code of conduct and ethics addresses, among other things, competition and fair dealing, conflicts of interest, financial matters and external reporting, company funds and assets, confidentiality and corporate opportunity requirements and the process for reporting violations of the code of conduct and ethics, employee misconduct, conflicts of interest or other violations. Upon completion of this offering, our code of conduct and ethics will be posted on our website at www.montage-tech.com.

Role of the Board in Risk Oversight

One of the key functions of our board of directors is informed oversight of our risk management process. The board of directors does not have a standing risk management committee, but rather administers this oversight

96

function directly through the board of directors as a whole, as well as through its standing committees that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure. Our audit committee has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The audit committee also monitors compliance with legal and regulatory requirements, in addition to oversight of the performance of our external audit function. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Non-Employee Director Compensation for 2012

The following table presents information regarding the compensation paid in 2012 to persons who served as members of our board of directors in 2012 who are not also employed by us or any of our subsidiaries (our “non-employee directors”). The compensation paid to Dr. Howard C. Yang, who is also our Chief Executive Officer, and Mr. Stephen Tai, who is also our President, for 2012 is presented below under “Executive Compensation.” Dr. Yang and Mr. Tai, our two employee directors, are not entitled to receive additional compensation for their service on the board of directors.

Name	Fees Earned or Paid in Cash ($)		Share Awards ($)		Option Awards ($)(1)		All Other Compensation ($)		Total ($)
DC Cheng		—		—		—		—		—
Ping Ko		—		—		—		—		—
Edward Y. Way(2)		11,556		—		53,912		—		65,468
Jung-Kung (Jackie) Yang		—		—		—		—		—
Cathy Yen		—		—		—		—		—

(1) As of December 31, 2012, the number of outstanding share options held by each of our non-employee directors was as follows: DC Cheng (40,000 options); Ping Ko (60,000 options); Edward Y. Way (20,000 options); Jung-Kung (Jackie) Yang (60,000 options); and Cathy Yen (0 options).

(2) Mr. Way joined the Board in September 2012.

Prior to this offering, our non-employee directors generally did not receive any cash compensation for serving as our directors, except that Mr. Way has a right to receive an annual retainer of $20,000 for serving on our board of directors and an additional $20,000 fee for serving as chair of our Audit Committee. During 2012, he received such retainer on a pro rata basis for the portion of the year he served as our director. We also reimburse non-employee directors for travel expenses incurred in connection with their duties as directors. In connection with this offering, we expect to adopt a new compensation program for our non-employee directors.

97

EXECUTIVE COMPENSATION

This section describes the material elements of compensation awarded to, earned by or paid to the individuals who served as our executive officers during 2012. These individuals are listed in the “Summary Compensation Table” below and are referred to as the named executive officers in this prospectus.

Prior to this offering, we have provided our executives with an annual base salary and an annual cash bonus opportunity, and we have granted our executives share options to provide an additional incentive to grow the Company and further link the interests of our executives with those of our shareholders. Our board of directors reviews (and after this offering, the compensation committee of the board will review) our executive officers’ overall compensation packages on an annual basis or more frequently as it deems warranted.

Summary Compensation Table for 2012

The following table provides a summary of compensation paid for the year ended December 31, 2012 to Howard C. Yang, our Chief Executive Officer, Stephen Tai, our President, and our two other most highly compensated executive officers for 2012 (collectively, the “named executive officers”):

Name and Principal Position	Year		Base Salary ($)(1)		Bonus ($)		Restricted Share Awards ($)		Share Option Awards ($)(2)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)(1)(3)		Total ($)
Howard C. Yang Chief Executive Officer		2012		110,061		9,597		—		—		—		29,032		148,690
Stephen Tai President		2012		110,061		9,597		—		—		—		29,032		148,690
Mark Voll(4) Chief Financial Officer		2012		134,596		—		—		1,078,240		—		14,678		1,227,514
Bill Franciscovich Vice President, Worldwide Sales		2012		200,000		—		—		—		—		—		200,000

(1) The amounts reported in these columns for Dr. Howard C. Yang and Mr. Tai have been converted based on an exchange rate of 6.2 Renminbi for one U.S. dollar.

(2) The amounts reported in the “Option Awards” column of the table above for 2012 reflect the fair value on the grant date of the option awards granted to our named executive officers during 2012. These values have been determined under the principles used to calculate the value of equity awards for purposes of our financial statements. For a discussion of the assumptions and methodologies used to calculate the amounts referred to above, please see the discussion of option awards contained in Note 10, Share-Based Compensation, to our consolidated financial statements for the year ended December 31, 2012 included elsewhere in this prospectus.

(3) This amount reflects a housing allowance provided by the Company to each executive.

(4) Mr. Voll joined the Company as its Chief Financial Officer in June 2012.

Employment Agreements

We have entered into an employment agreement with each of Dr. Yang, Mr. Tai, Mr. Voll and Mr. Franciscovich. The agreement with Dr. Yang is dated May 1, 2012 and provides for Dr. Yang to receive an annual base salary of $114,600. The agreement with Mr. Tai is dated May 1, 2012 and provides for him to receive an annual base salary of $114,600. The agreement with Mr. Voll is dated June 8, 2012 and provides for him to receive an annual base salary of $250,000. He is also eligible for an annual performance bonus of up to 50% of his base salary and was granted in 2012 options to purchase 400,000 of our ordinary shares. We have also agreed to provide Mr. Voll reasonable housing when he works in Shanghai. The agreement with Mr. Franciscovich is dated

98

November 27, 2006 and provides for him to receive an annual base salary of $200,000. Pursuant to the agreement, Mr. Franciscovich was granted in March 2007 options to purchase 370,000 of our ordinary shares, which options have been exercised. Each agreement has a term of three years and may be terminated by either party upon one month written notice.

In addition, Montage Shanghai, our principal PRC operating subsidiary, has entered into employment agreements with Dr. Yang and Mr. Tai pursuant to PRC labor law. Dr. Yang’s agreement was entered into in January 2013 and has a fixed term through April 30, 2022. Mr. Tai’s agreement was entered into in December 2012 and has a fixed term through December 19, 2017. Each of Dr. Yang’s and Mr. Tai’s agreement provides for a monthly base salary of RMB23,800. In addition, each of Dr. Yang and Mr. Tai is eligible to receive quarterly and annual bonuses each year. The agreements provide for each of Dr. Yang and Mr. Tai to receive social insurance, welfare and severance benefits, in each case as provided by applicable law. According to the PRC Labor Contract Law and its implementing regulations, we may terminate Dr. Yang’s or Mr. Tai’s employment agreement under certain specified circumstances. In certain cases, the terminated employee is entitled to receive a severance payment equal to the employee’s average monthly salary for the 12-month period prior to the termination date (up to a maximum of three times the local average monthly salary). If we sought to terminate the employment agreement in any circumstance other than those specified under the PRC Labor Contract Law and its implementing regulations, including termination without cause, the employee could force us to perform under the agreement or pay the employee damages in the amount of two months’ salary per year of service up to the date of termination, but if we pay such damages we are not required to pay other severance or the remainder of the amount owed under the employment agreement.

Outstanding Equity Awards at December 31, 2012

The following table presents information regarding the outstanding equity awards held by each of our named executive officers as of December 31, 2012, including the vesting dates for the portions of these awards that had not vested as of that date.

Name	Award Date		Number of Securities Underlying Unexercised Options Exercisable			Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price($)		Option Expiration Date
Howard C. Yang		—		—			—		—		—
Stephen Tai		—		—			—		—		—
Mark Voll		9/17/2012		400,000	(1)		—		3.77		9/16/2022
Bill Franciscovich		—		—			—		—		—

(1) This option will vest as to 25% of the shares covered by the option on June 18, 2013 and as to the remaining 75% of such shares in monthly installments over the three-year period thereafter. The option includes an “early exercise” feature, meaning that it may be exercised prior to the vesting date and any shares received on such exercise will continue to be subject to a right of repurchase which shall lapse in accordance with the original vesting schedule.

Equity Incentive Plans

2006 Share Incentive Plan

On June 13, 2006, our board of directors adopted our 2006 Share Incentive Plan, or 2006 Plan. After this offering, we will not grant any additional awards under the 2006 Plan.

The purpose of this 2006 Plan is to promote the success of the company and the interests of its shareholders by providing a means through which the company may grant equity-based incentives to attract, motivate, retain and reward certain officers, employees, directors and other eligible persons and to further link the interests of award recipients with those of the company’s shareholders generally.

99

The 2006 Plan is divided into two separate equity programs:

• The option grant program under which eligible persons may be granted options; and

• The share award program under which eligible persons may be awarded restricted or unrestricted ordinary shares.

Eligibility. Awards may be granted only to officers, or employees of the company and any of its affiliates, members of the board, directors of the company’s affiliates, or any individual consultants or advisors rendering bona fide services to the company or one of its affiliates, provided, however, that incentive share options, within the meaning of Section 422 of the Internal Revenue Code, may be granted only to employees.

Share Limits. The maximum number of ordinary shares that may be delivered under our 2006 Plan cannot exceed 18,416,360 shares in the aggregate. Ordinary shares subject to options granted under the 2006 Plan that expire or for any reason are canceled or terminated without having been exercised, as well as ordinary shares that are subject to share awards under the 2006 Plan that are forfeited to the company or otherwise repurchased by the company prior to vesting of such shares for a price not greater than the original purchase or issue price of such shares will again be available for awards granted under the 2006 Plan.

Term. The 2006 Plan provides that, unless earlier terminated by the board, the 2006 Plan will terminate at the close of business on the day before the tenth anniversary of its effective date. Each option shall expire not more than ten years after its date of grant.

Administration. The administrator, which means our board or one or more committees appointed by the board or another committee (within its delegated authority), is entitled to administer our 2006 Plan. The administrator has complete discretion to make all decisions implementing the 2006 Plan, including the power to (a) determine who will receive the awards, (b) approve the forms of award agreements, (c) construe and interpret the terms of the 2006 Plan and the awards thereunder, (d) cancel, modify or terminate any or all outstanding awards, and (e) determine the fair market value for purpose of our 2006 Plan and awards.

Share Options. In no case will the exercise price of the option be less than the greater of (a) the par value of the ordinary shares; (b) in the case of Incentive Share Option grants, 100% of the fair market value of the ordinary shares on the date of grant; or (c) in the case of Incentive Share Option grants, 110% of the fair market value of the ordinary shares on the date of grant, in the case that any holder of more than 10% of the voting power of all classes of our outstanding shares as of the grant date.

When an employee ceases to provide continuous services to us (or any parent, subsidiary, or affiliate), he or she may exercise his or her option for the period of time stated in the 2006 Plan, to the extent his or her option is vested and exercisable on the date of termination. An option, to the extent not vested and exercisable on the date of termination, shall terminate on the date of termination. An option may never be exercised later than the expiration of its term.

Restricted Share. A restricted share means ordinary shares awarded under our 2006 Plan, subject to payment of such consideration and such conditions on vesting (which may include, among others, the passage of time, specified performance objectives or other factors) and such transfer and other restrictions as are established in or pursuant to this 2006 Plan and the related award agreement, to the extent such remain unvested and restricted under the terms of the applicable award agreement.

Share Purchase Rights. The administrator may offer rights to purchase our ordinary shares under the 2006 Plan and, to the extent permitted by applicable law, shall determine the purchase price of the shares subject to each share purchase right. Each option shall be evidenced by an award agreement in the form approved by the administrator. The administrator may require that the recipient of an option and the spouse of any married recipient promptly execute and return to our company his or her award agreement evidencing the option. Any exercisable option will be deemed to be exercised when the company receives written notice of such exercise, together with the any required payment made in accordance with the 2006 Plan.

100

Transferability. All awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge. No one is entitled to exercise the award, unless he or she is the recipient of the award. The amounts payable or shares issuable pursuant to an award will be delivered only to the recipient of such award. However, the exercise and transfer restrictions shall not apply to (a) transfers to our company, (b) transfers by gift or domestic relations order to one or more “family members” (as that term is defined in SEC Rule 701 promulgated under the Securities Act) of the recipient of such award, (c) the designation of a beneficiary to receive benefits if the recipient of such award dies or, if the recipient of such award has died, transfers to or exercises by the recipient of such award Beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution; or (d) if the recipient of such award has suffered a disability, permitted transfers or exercises on behalf of the recipient of such award by his or her duly authorized legal representative.

Payment. The administrator may permit any of the following methods of payments for the exercise of options:

• cash, check payable to the order of our company or electronic funds transfer;

• notice and third party payment in such manner as may be authorized by the administrator;

• the delivery of previously owned ordinary shares;

• by a reduction in the number of ordinary shares otherwise deliverable pursuant to the award;

• subject to such procedures as the administrator may adopt, pursuant to a “cashless exercise;” or if authorized by the administrator or specified in the applicable award agreement, by a promissory note according to the 2006 Plan.

2013 Performance Incentive Plan

Our board of directors plans to adopt a 2013 Performance Incentive Plan, or the 2013 Plan, in connection with this offering to provide a means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. We also intend to obtain approval of this plan from our shareholders prior to the completion of this offering. Employees, officers, directors and consultants that provide services to us or one of our subsidiaries may be selected to receive awards under the 2013 Plan. As noted above, we will not grant any more awards under the 2006 Plan after the date of this offering.

Our board of directors, or one or more committees appointed by the board or another committee (within delegated authority) will be the administrator under the 2013 Plan. The administrator of the plan has broad authority to:

• select participants and determine the types of awards that they are to receive;

• determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award and establish the vesting conditions (if applicable) of such shares or awards;

• cancel, modify or waive our rights with respect to, or modify, discontinue, suspend or terminate any or all outstanding awards, subject to any required consents;

• construe and interpret the terms of the 2013 Plan and any agreements relating to the Plan;

• accelerate or extend the vesting or exercisability or extend the term of any or all outstanding awards subject to any required consent;

• subject to the other provisions of the 2013 Plan, make certain adjustments to an outstanding award and authorize the termination, conversion, substitution or succession of an award; and

• allow the purchase price of an award or shares of our ordinary shares to be paid in the form of cash, check or electronic funds transfer, by the delivery of previously-owned shares of our ordinary shares or by a reduction of the number of shares deliverable pursuant to the award, by services rendered by the recipient of the award, by notice and third party payment or cashless exercise on such terms as the administrator may authorize or any other form permitted by law.

101

A total of 4,000,000 ordinary shares will be authorized for issuance with respect to awards granted under the 2013 Plan. The share limit will automatically increase on the first trading day in January of each year (commencing with January 2014) by an amount equal to the lesser of (1) 4% of the total number of outstanding shares of our ordinary shares on the last trading day in December in the prior year, (2) 2,500,000 shares, or (3) such lesser number as determined by our board of directors. Any shares subject to awards that are not paid, delivered or exercised before they expire or are canceled or terminated, fail to vest, as well as shares used to pay the purchase or exercise price of awards or related tax withholding obligations, will become available for other award grants under the 2013 Plan. As of the date of this prospectus, no awards have been granted under the 2013 Plan, and the full number of shares authorized under the 2013 Plan is available for award purposes.

Awards under the 2013 Plan may be in the form of incentive or nonqualified share options, share appreciation rights, share bonuses, restricted share and other forms of awards including cash awards. Awards under the plan generally will not be transferable other than by will or the laws of descent and distribution, except that the plan administrator may authorize certain transfers.

Nonqualified and incentive share options may not be granted at prices below the fair market value of the ordinary shares on the date of grant. Incentive share options must have an exercise price that is at least equal to the fair market value of our ordinary shares, or 110% of fair market value of our ordinary shares or incentive share option grants to any 10% owner of our ordinary shares, on the date of grant. These and other awards may also be issued solely or in part for services. Awards are generally paid in cash or shares of our ordinary shares. The plan administrator may provide for the deferred payment of awards and may determine the terms applicable to deferrals.

As is customary in incentive plans of this nature, the number and type of shares available under the 2013 Plan and any outstanding awards, as well as the exercise or purchase prices of awards, will be subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, share splits, share dividends or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the shareholders.

Generally, and subject to limited exceptions set forth in the 2013 Plan, if we dissolve or undergo certain corporate transactions such as a merger, business combination or other reorganization, or a sale of all or substantially all of its assets, the plan administrator will generally provide for the substitution, assumption, exchange or other continuation or settlement (in cash, securities or property) of the outstanding awards granted under the plan, or, if the plan administrator does not so provide, the outstanding awards will generally become fully vested and, in the case of options, exercisable, and will terminate or be terminated in such circumstances. The plan administrator also has the discretion to establish other change in control provisions with respect to awards granted under the 2013 Plan. For example, the administrator could provide for the acceleration of vesting or payment of an award in connection with a corporate event that is not described above and provide that any such acceleration shall be automatic upon the occurrence of any such event.

Our board of directors may amend or terminate the 2013 Plan at any time, but no such action will affect any outstanding award in any manner materially adverse to a participant without the consent of the participant. Plan amendments will be submitted to shareholders for their approval as required by applicable law or any applicable listing agency. The 2013 Plan is not exclusive – our board of directors and compensation committee may grant share and performance incentives or other compensation, in share or cash, under other plans or authority.

The 2013 Plan will terminate on the tenth anniversary of the date our board adopts it. However, the plan administrator will retain its authority until all outstanding awards are exercised or terminated. The maximum term of options, share appreciation rights and other rights to acquire ordinary shares under the plan is ten years after the initial date of the award.

102

RELATED PARTY TRANSACTIONS

In addition to the executive officer and director compensation arrangements discussed in the section titled “Executive Compensation,” we describe below the transactions since January 1, 2010, to which we have been a participant, in which the amount involved in the transaction exceeds or will exceed $120,000 and in which any of our directors, executive officers or holders of more than 5% of our share capital, or any immediate family member of, or person sharing the household with, any of these individuals, had or will have a direct or indirect material interest.

Investor Rights Agreement

In connection with our private placement of Series B-2 preferred shares in October 2009, we and our shareholders entered into an investor rights agreement, or IRA. The following parties to the IRA are our related parties: Howard C. Yang, Stephen Tai, Jung-Kung (Jackie) Yang, Xunren Yang, Shuzhuang Liang, Kuai Lap Tai, Iong Wa Chao and Absolute Pioneer Co., Ltd., being our directors, immediate family members of our directors or entities controlled by our director; Shawn Si, Kenneth Chew, Jack Gu, Phoebe Su, Liang Wu, Shung Ho Shaw, Alan Tzi-Hong Yiu and Pannyun Yiu, being our officers or immediate family members of our officers; and AsiaVest Opportunities Fund IV and Intel Capital (Cayman) Corporation, being our principal shareholders. Pursuant to the IRA, we have granted certain registration rights to holders of our registrable securities as described in “Description of Share Capital—Registration Rights.”

The IRA also provides for other rights enjoyed by our preferred shareholders, all of which rights will automatically terminate upon the completion of this offering. These rights include, among other things, (i) the right to receive certain financial statements, plans and reports to be prepared by us and to inspect our facilities, accounting records and books on demand and (ii) pre-emptive rights to participate in issuances of new securities by us, excluding, among others, securities issued pursuant to this offering.

Indemnification Arrangements with Executive Officers and Directors

Prior to the completion of the offering, we intend to enter into new indemnification agreements with all of our executive officers and directors. Each indemnification agreement provides that we will indemnify the director or executive officer, as the case may be, to the fullest extent permitted by law for claims arising in his or her capacity as our director or executive officer, as the case may be, provided that he or she acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, our best interests and, with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful. In the event that we do not assume the defense of a claim against a director or such officer, we will be required to advance his or her expenses in connection with his or her defense, provided that he or she undertakes to repay all amounts advanced if it is ultimately determined that he or she is not entitled to be indemnified by us.

Review, Approval or Ratification of Related Party Transactions

Upon completion of this offering, our audit committee will be responsible for reviewing and approving all related party transactions that are required to be disclosed under the applicable rules of the SEC and NASDAQ, when appropriate, and authorizing or ratifying all such transactions in accordance with written policies and procedures established by our board of directors from time to time. The audit committee may approve or ratify related party transaction only if it determines in good faith that under all the circumstances, the transaction is fair to us.

No member of our audit committee may participate in the review, approval, authorization or ratification of a transaction with respect to which he or she is a related party, except that such member can be counted for purposes of a quorum and shall provide such information with respect to the transaction as may be reasonably requested by other members of the committee.

All of the transactions described under “Related Party Transactions” were entered into prior to the adoption of a written policy and therefore were not reviewed or approved by our audit committee.

103

PRINCIPAL AND SELLING SHAREHOLDERS

The following table sets forth information as of July 31, 2013 regarding the beneficial ownership of our ordinary shares by:

• each person or group who we know to beneficially own more than 5% of our ordinary shares;

• each of our directors;

• each of our named executive officers;

• all of our executive officers and directors as a group; and

• each of the selling shareholders.

Beneficial ownership is determined in accordance with SEC rules. These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or to dispose of the shares or has the right to acquire such powers within 60 days, such as through the exercise of options. In computing the number of ordinary shares beneficially owned by a person or group of persons, we have assumed conversion of all preferred shares into ordinary shares. Percentage of beneficial ownership for each person or group is calculated by dividing (i) the number of ordinary shares beneficially owned by such person or group, assuming conversion of all preferred shares into ordinary shares, by (ii) the total number of ordinary shares outstanding, assuming conversion of all preferred shares into ordinary shares, plus the number of ordinary shares such person or group has the right to acquire within 60 days after July 31, 2013. The total number of ordinary shares outstanding prior to the offering, assuming conversion of all preferred shares into ordinary shares, is 52,861,816. For the purposes of the table below, we have assumed the total number of ordinary shares outstanding after completion of this offering will be             , assuming conversion of all preferred shares into ordinary shares and the underwriters do not exercise their over-allotment option.

104

Unless otherwise indicated, the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws. Unless otherwise indicated, the address for each person named in the table below is c/o Montage Technology Group Limited, Room A1601, Technology Building, 900 Yi Shan Road, Xuhui District, Shanghai 200233, China.

	Ordinary Shares Beneficially Owned Prior to This Offering				Ordinary Shares Being Sold in This Offering		Ordinary Shares Beneficially Owned After This Offering
	Number		%		Number	%	Number	%
Directors and Executive Officers
Howard C. Yang(1)		3,533,298		6.6
Stephen Tai(2)		2,263,300		4.2
Yung Kuei (YK) Yu		—		—
Cathy Yen		123,086		*
Jung-Kung (Jackie) Yang(3)		159,414		*
Edward Way(4)		20,000		*
Charles G. Sodini(5)		20,000		*
Mark Voll(6)		400,000		*
Leechung Yiu(7)		693,200		1.3
Bill Franciscovich(8)		390,000		*
Jack Gu(9)		249,792		*
Kenneth Chew(10)		440,691		*
Cheng-Tie Chen(11)		240,000		*
Shawn Si(12)		1,004,660		1.9
SeungJin (SJ) Seo(13)		100,000		*
Zhongyuan Chang(14)		250,000		*
Phoebe Su(15)		121,796		*
All directors and executive officers as a group(16)		10,009,237		17.5
Principal and Selling Shareholders:
Mr. Kuai Lap Tai and Ms. Iong Wa Chao(17)		3,280,000		6.2
AsiaVest Opportunities Fund IV(18)		10,156,125		19.2
Intel Capital (Cayman) Corporation and its affiliates(19)		5,301,667		10.0

* Beneficially owns less than 1% of our outstanding ordinary shares.

(1) Includes 1,000,000 ordinary shares that may be acquired through exercise of share options, all of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule; and excludes 1,000,000 ordinary shares and 1,010,000 Series A preferred shares convertible into ordinary shares held jointly by Mr. Yang’s parents, who do not live in the same household as Mr. Yang. Mr. Yang disclaims beneficial ownership of the ordinary shares and the Series A preferred shares held by his parents.

(2) Includes 1,000,000 ordinary shares that may be acquired through exercise of share options, all of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule; and excludes 3,130,000 ordinary shares and 150,000 Series A preferred shares convertible into ordinary shares held jointly by Mr. Tai’s parents, who do not live in the same household as Mr. Tai. Mr. Tai disclaims beneficial ownership of the ordinary shares and the Series A preferred shares held by his parents.

(3) Includes 60,000 ordinary shares that may be acquired through exercise of share options.

(4) Includes 20,000 ordinary shares that may be acquired through exercise of share options, all of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule.

(5) Includes 20,000 ordinary shares that may be acquired through exercise of share options, all of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule.

105

(6) Includes 400,000 ordinary shares that may be acquired through exercise of share options, 283,333 of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule.

(7) Includes 693,200 ordinary shares that may be acquired through exercise of share options, 20,000 of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule.

(8) Includes 20,000 ordinary shares that may be acquired through exercise of share options, all of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule.

(9) Includes 139,792 ordinary shares that may be acquired through exercise of share options.

(10) Includes 30,833 ordinary shares that may be acquired through exercise of share options, 27,917 of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule.

(11) Includes 240,000 ordinary shares that may be acquired through exercise of share options, 107,083 of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule.

(12) Includes 320,000 ordinary shares that may be acquired through exercise of share options, 20,000 of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule.

(13) Includes 100,000 ordinary shares that may be acquired through exercise of share options, 64,583 of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule.

(14) Includes 250,000 ordinary shares that may be acquired through exercise of share options, all of which are subject to our company’s rights of repurchase, which right lapses as the options vest according to their vesting schedule.

(15) Includes 95,000 ordinary shares that may be acquired through exercise of share options.

(16) Includes 4,388,825 ordinary shares that may be acquired through share options, 2,832,916 of which are subject to our company’s right of repurchase, which right lapses as the options vest according to their vesting schedule.

(17) Mr. Tai and Ms. Chao are Mr. Stephen Tai’s parents and do not live in the same household as Mr. Stephen Tai. Mr. Stephen Tai disclaims beneficial ownership of the ordinary shares and the Series A preferred shares held by Mr. Tai and Ms. Chao.

(18) AsiaVest Opportunities Fund IV is a Cayman Islands limited liability company. The manager of AsiaVest Opportunities Fund IV is AsiaVest Partners, TCW/YFY Ltd., a Cayman Island company. The investment committee of AsiaVest Partners TCW/YFY Ltd., which consists of T. J. Huang, Henry Shaw, Harvey Chang, Marc Stern and Clifford Mak, exercises the voting and dispositive power over our shares owned by AsiaVest Opportunities Fund IV. AsiaVest Partners TCW/YFY Ltd. is a joint venture between AsiaVest Investment Ltd., a British Virgin Islands company and TCW (TSOP), Ltd., a Cayman Island company. The address of AsiaVest Opportunities Fund IV is Ugland House, P.O. Box 309, George Town, Grand Cayman, Cayman Islands, British West Indies.

(19) Includes 4,649,680 Series B preferred shares convertible into ordinary shares held directly by Intel Capital (Cayman) Corporation, an exempted company incorporated in the Cayman Islands wholly owned by Intel Corporation, and 588,367 Series B-1 preferred shares convertible into ordinary shares held directly by Intel Capital Corporation, a Delaware corporation wholly owned by Intel Corporation. The shares of Intel Corporation are listed on NASDAQ. The registered office of Intel Capital (Cayman) Corporation is Caledonian Trust (Cayman) Limited, Caledonian House, 69 Dr. Roy’s Dr., PO Box 1043, George Town, Grand Cayman, Cayman Islands.

106

DESCRIPTION OF SHARE CAPITAL

We were incorporated as an international business company with limited liability under International Business Companies Act, 1984 of the British Virgin Islands on March 29, 2004 and continued to, and registered in the Cayman Islands as an exempted company on April 24, 2006. Our affairs are currently governed by our amended and restated memorandum and articles of association and the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, which we refer to as the Companies Law below.

Upon the effectiveness of our amended and restated memorandum and articles of association upon the completion of this offering, our authorized share capital will consist of                      ordinary shares, $0.005 par value per share.

As of July 31, 2013, our authorized share capital consisted of 67,011,599 of ordinary shares with a par value of $0.005 each and 44,011,599 preferred shares with a par value of $0.005 each, of which 12,000,000 preferred shares are designated as series A preferred shares, 11,703,540 preferred shares are designated as series B preferred shares, 11,379,273 preferred shares are designated as series B-1 preferred shares and 8,928,786 preferred shares are designated as series B-2 preferred shares. As of July 31, 2013, there were 52,861,816 ordinary shares issued and outstanding, assuming conversion of all of our issued and outstanding preferred shares into ordinary shares. Immediately upon completion of this offering, all of our issued and outstanding preferred shares will be automatically converted into ordinary shares.

A Cayman Islands exempted company is a company that conducts its business outside the Cayman Islands and is accordingly exempted from certain requirements or enjoy certain accommodations of the Cayman Companies law. As a result, we are not required to file an annual report of our shareholders with the Registrar of Companies or make our register of shareholders open to inspection. We also may obtain an undertaking against the imposition of any future taxation.

The following are summaries of material provisions of our amended and restated memorandum and articles of association that will become effective upon the completion of this offering and the Companies Law insofar as they relate to the material terms of our ordinary shares. Our amended and restated memorandum and articles of association have been filed as exhibits to the registration statement of which this prospectus is a part.

Ordinary Shares

The following discussion primarily concerns our ordinary shares and the rights of holders of ordinary shares.

All of our outstanding ordinary shares are fully paid and non-assessable and issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

Meetings

Shareholders’ meetings may be convened by a majority of our board of directors or chairman and may not be called by any other person. Advance notice of at least ten calendar days is required for the convening of our annual general meeting and any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least two shareholders present or by proxy, representing not less than one-third in nominal value of the total issued voting shares in our company.

Notwithstanding that a meeting is called by shorter notice than that mentioned above, but, subject to the Companies Law, it will be deemed to have been duly called, if it is so agreed in the case of a meeting called as an annual general meeting by all of our shareholders entitled to attend and vote at the meeting; and in the case of any other meeting, by a majority in number of the shareholders holding not less than 95% in nominal value of the issued shares giving that right.

107

No business other than the appointment of a chairman may be transacted at any general meeting unless a quorum is present at the commencement of business. However, the absence of a quorum will not preclude the appointment of a chairman. If present, the chairman of our board of directors shall be the chairman presiding at any shareholders’ meetings.

A corporation being a shareholder shall be deemed for the purpose of our amended and restated articles of association to be present in person if represented by its duly authorized representative being the person appointed by resolution of the directors or other governing body of such corporation to act as its representative at the relevant general meeting or at any relevant general meeting of any class of our shareholders. Such duly authorized representative shall be entitled to exercise the same powers on behalf of the corporation that he represents as that corporation could exercise if it were our individual shareholder.

The quorum for a separate general meeting of the holders of a separate class of shares is described in “—Variation of Rights” below.

No business may be transacted at any general meeting, other than business that is either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the board of directors (or any duly authorized committee thereof), (ii) otherwise properly brought before an annual general meeting by or at the direction of the board (or any duly authorised committee thereof) or (iii) otherwise properly brought before an annual general meeting by any shareholder of our company who (1) is a shareholder of record on both (x) the date of the giving of the notice by such shareholder provided for in the amended and restated articles of association and (y) the record date for the determination of shareholders entitled to vote at such annual general meeting and (2) complies with the notice procedures set forth in our amended and restated articles of association.

Our amended and restated articles of association do not allow our shareholders to approve matters to be determined at shareholders’ meetings by way of written resolutions without a meeting.

Voting Rights

In respect of all matters requiring a shareholders’ vote, each ordinary share is entitled to one vote. At any general meeting, a resolution is to be decided on a show of hands unless voting by way of a poll is demanded by (i) the chairman of the meeting, (ii) at least three members present in person or, in the case of a member being a corporation, by its duly authorized representative or by proxy for the time being entitled to vote at the meeting (iii) any member or members present in person or, in the case of a member being a corporation, by its duly authorized representative or by proxy and representing not less than one-tenth of the total voting rights of all the members having the right to vote at the meeting, (iv) a member or members present in person or, in the case of member being a corporation, by its duly authorized representative or by proxy and holding shares in our company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid equal to not less than one-tenth of the total sum paid up on all the shares conferring that right, or (v) if required by the rules of the NASDAQ, by any director or directors who, individually or collectively, hold proxies in respect of shares representing 5% or more of the total voting rights at such meeting.

No shareholder shall be entitled to vote or be reckoned in a quorum, in respect of any share, unless such shareholder is duly registered as our shareholder and all calls or installments due by such shareholder to us have been paid.

If a clearing house (or its nominee(s)) or a central depositary entity, being a corporation, is our shareholder, it may authorize such person or persons as it thinks fit to act as its representative(s) at any meeting or at any meeting of any class of shareholders provided that, if more than one person is so authorized, the authorization shall specify the number and class of shares in respect of which each such person is so authorized. A person authorized pursuant to this provision is entitled to exercise the same powers on behalf of the clearing house or central depositary entity

108

(or its nominee(s)) as if such person was the registered holder of our shares held by that clearing house or central depositary entity (or its nominee(s)) including the right to vote individually on a show of hands.

While there is nothing under the laws of the Cayman Islands which specifically prohibits or restricts the creation of cumulative voting rights for the election of directors of our company, it is not a concept that is accepted as an ordinary practice in the Cayman Islands, and our company has made no provisions in our amended and restated articles of association to allow cumulative voting for such elections.

Calls on Shares and Forfeiture of Shares

Subject to our amended and restated memorandum and articles of association which will become effective upon the completion of this offering and to the terms of allotment, our directors may from time to time make such calls upon the members in respect of any amounts unpaid on the shares held by them. The shares that have been called upon and remain unpaid on the specified time are subject to forfeiture.

Protection of Minority Shareholders

The Cayman Islands courts ordinarily would be expected to follow English case law precedents which permit a minority shareholder to commence a representative action against or derivative actions in the name of the company to challenge (a) an act which is ultra vires the company or illegal, (b) an act which constitutes a fraud against the minority and regarding which the wrongdoers are themselves in control of the company, and (c) an irregularity in the passing of a resolution which requires a qualified (or special) majority.

In the case of a company (not being a bank) having its share capital divided into shares, the Grand Court of the Cayman Islands may, on the application of members holding not less than one fifth of the shares of the company in issue, appoint an inspector to examine the affairs of the company and to report thereon in such manner as the Grand Court of the Cayman Islands shall direct.

Any of our shareholders may petition the Grand Court of the Cayman Islands which may make a winding up order if the Grand Court of the Cayman Islands is of the opinion that it is just and equitable that we should be wound up or, as an alternative to a winding up order, (a) an order regulating the conduct of our affairs in the future, (b) an order requiring us to refrain from doing or continuing an act complained of by the shareholder petitioner or to do an act which the shareholder petitioner has complained we have omitted to do, (c) an order authorizing civil proceedings to be brought in our name and on our behalf by the shareholder petitioner on such terms as the Grand Court of the Cayman Islands may direct, or (d) an order providing for the purchase of the shares of any of our shareholders by other shareholders or us and, in the case of a purchase by us, a reduction of our capital accordingly.

Generally, claims against us must be based on the general laws of contract or tort applicable in the Cayman Islands or individual rights as shareholders as established by our amended and restated articles of association.

Pre-Emption Rights

There are no pre-emption rights applicable to the issue of new shares under either Cayman Islands law or our amended and restated memorandum and articles of association.

Liquidation Rights

Subject to any future shares which are issued with specific rights, (a) if we are wound up and the assets available for distribution among our shareholders are more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu among those shareholders in proportion to the amount paid up at the commencement of the winding up on the shares held by them,

109

respectively, and (b) if we are wound up and the assets available for distribution among the shareholders as such are insufficient to repay the whole of the paid-up capital, those assets shall be distributed so that, as nearly as may be, the losses shall be borne by the shareholders in proportion to the capital paid up at the commencement of the winding up on the shares held by them, respectively.

If we are wound up (whether the liquidation is voluntary or by the court), the liquidator may with the sanction of our special resolution and any other sanction required by the Companies Law, divide among our shareholders in specie or kind the whole or any part of our assets (whether or not they shall consist of property of the same kind) and may, for such purpose, set such value as the liquidator deems fair upon any property to be divided and may determine how such division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may also vest the whole or any part of these assets in trustees upon such trusts for the benefit of the shareholders as the liquidator shall think fit, but so that no shareholder will be compelled to accept any assets, shares or other securities upon which there is a liability.

Variation of Rights

Alterations to our amended and restated memorandum and articles of association may only be made by special resolution, meaning a majority of not less than two-thirds of votes cast at a shareholders’ meeting.

If at any time, our share capital is divided into different classes of shares, all or any of the special rights attached to any class of shares may, subject to the provisions of the Companies Law, be varied with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority of two-thirds of the vote of all of the shares in that class. The provisions of our amended and restated articles of association relating to general meetings shall apply similarly to every such separate general meeting, but so that the quorum for the purposes of any such separate general meeting or at the adjourned meeting shall be a person or persons together holding (or represented by proxy) on the date of the relevant meeting not less than one-third in nominal value of the issued shares of that class, that every holder of shares of the class shall be entitled on a poll to one vote for every such share held by such holder and that any holder of shares of that class present in person or by proxy may demand a poll.

The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares.

Alteration of Capital

We may from time to time by ordinary resolution in accordance with the Companies Law alter the conditions of our amended and restated memorandum of association to:

• increase our capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

• consolidate and divide all or any of our share capital into shares of larger amounts than our existing shares;

• cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled subject to the provisions of the Companies Law;

• sub-divide our shares or any of them into shares of smaller amount than is fixed by our amended and restated memorandum of association, subject nevertheless to the Companies Law, so that the resolution whereby any share is sub-divided may determine that, as between the holders of the shares resulting from such subdivision, one or more of the shares may have any such preferred or other rights, or may have such deferred rights or be subject to any such restrictions as compared with the others, as we have power to attach to unissued or new shares; and

• divide shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares, attach to the shares respectively any preferential, deferred, qualified or

110

special rights, privileges, conditions or such restrictions that in the absence of any such determination in a general meeting may be determined by our directors.

We may, by special resolution, subject to any confirmation or consent required by the Companies Law, reduce our share capital or any capital redemption reserve in any manner authorized by law.

Transfer of Shares

Subject to any applicable restrictions set forth in our amended and restated articles of association, including, for example, the board of directors’ discretion to refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under share incentive plans for employees upon which a restriction on transfer imposed thereby still subsists, or a transfer of any share to more than four joint holders, any of our shareholders may transfer all or any of his or her shares by an instrument of transfer in the usual or common form or in a form prescribed by the NASDAQ or in another form that our directors may approve.

Our directors may decline to register any transfer of any share which is not paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless:

• the instrument of transfer is lodged with us and is accompanied by the certificate for the shares to which it relates and such other evidence as our directors may reasonably require to show the right of the transferor to make the transfer;

• the instrument of transfer is in respect of only one class of share;

• the instrument of transfer is properly stamped (in circumstances where stamping is required); and

• fee of such maximum sum as the NASDAQ may determine to be payable or such lesser sum as our directors may from time to time require is paid to us in respect thereof.

If our directors refuse to register a transfer, they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, after compliance with any notice requirement of the NASDAQ, be suspended and the register closed at such times and for such periods as our directors may from time to time determine; provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year as our directors may determine.

Register of Members

In accordance with Section 48 of the Companies Law, the register of members is prima facie evidence of the registered holder or member of shares of a company. Therefore, a person becomes a registered holder or member of shares of the company only upon entry being made in the register of members. Entries of any change in the shares and member information, including allotment, transfer, consolidation, subdivision or cancellation, need to be made in the register as and when completed or notified. The register of members of our Company is not required to be maintained in the Cayman Islands and our directors will maintain one register of members, at the office of Computershare Trust Company NA, 250 Royall St., Canton MA 02021.

Share Repurchases

We are empowered under our memorandum of association to purchase our shares subject to the Companies Law and our amended articles of association. Our amended articles of association provide that this power is exercisable by our board of directors in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit subject to the Companies Law and, where applicable, the rules of the NASDAQ and the applicable regulatory authority.

111

Under the Companies Law, a redemption or purchase may be made out of profits, or the proceeds of a new issue of shares made for the purpose of the redemption or purchase, or out of capital provided that the requisite solvency requirements under the Companies Law are met. No redemption or purchase may take place unless the shares are fully paid, or if as a result of the redemption or purchase, there would no longer be any other member of the company holding shares. Shares redeemed may be held in treasury or may be cancelled and are available for reissue.

Dividends

Subject to the Companies Law, our company in a general meeting or our directors may declare dividends in any currency to be paid to our shareholders but no dividend shall be declared in excess of the amount recommended by our board of directors. Dividends may be declared and paid out of our profits, realized or unrealized, or from any reserve set aside from profits which our directors determine is no longer needed. Our board of directors may also declare and pay dividends out of the share premium account or any other fund or account that can be authorized for this purpose in accordance with the Companies Law.

Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provides, (a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for this purpose as paid up on that share and (b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

Our directors may also pay interim dividends, whenever our financial position, in the opinion of our directors, justifies such payment.

Our directors may deduct from any dividend or bonus payable to any shareholder all sums of money (if any) presently payable by such shareholder to us on account of calls or otherwise.

No dividend or other money payable by us on or in respect of any share shall bear interest against us.

In respect of any dividend proposed to be paid or declared on our share capital, our directors may resolve and direct that (a) such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that our shareholders entitled thereto will be entitled to elect to receive such dividend (or part thereof if our directors so determine) in cash in lieu of such allotment or (b) the shareholders entitled to such dividend will be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as our directors may think fit. Our shareholders may, upon the recommendation of our directors, by ordinary resolution resolve in respect of any particular dividend that, notwithstanding the foregoing, a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

Any dividend interest or other sum payable in cash to the holder of shares may be paid by check or warrant sent by mail addressed to the holder at his registered address, or addressed to such person and at such addresses as the holder may direct. Every check or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the register in respect of such shares, and shall be sent at his or their risk and payment of the check or warrant by the bank on which it is drawn shall constitute a good discharge to us.

All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by our board of directors for the benefit of our company until claimed. Any dividend unclaimed after a period of six years from the date of declaration of such dividend shall be forfeited and reverted to us.

Whenever our directors have resolved that a dividend be paid or declared, our directors may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind, and in particular of paid up shares, debentures or warrants to subscribe for our securities or securities of any other

112

company. Where any difficulty arises with regard to such distribution, our directors may settle it as they think expedient. In particular, our directors may issue fractional certificates, ignore fractions altogether or round the same up or down, fix the value for distribution purposes of any such specific assets, determine that cash payments shall be made to any of our shareholders upon the footing of the value so fixed in order to adjust the rights of the parties, vest any such specific assets in trustees as may seem expedient to our directors, and appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, which appointment shall be effective and binding on our shareholders.

Untraceable Shareholders

We are entitled to sell any shares of a shareholder who is untraceable, provided that:

• all checks or warrants in respect of dividends of such shares, not being less than three in number, for any sums payable in cash to the holder of such shares have remained un-cashed for a period of 12 years prior to the publication of the advertisement and during the three months referred to in the third bullet point below;

• we have not during that time received any indication of the whereabouts or existence of the shareholder or person entitled to such shares by death, bankruptcy or operation of law; and

• we, if so required by the rules of the NASDAQ, have caused an advertisement to be published in newspapers in accordance with such applicable rules giving notice of our intention to sell these shares, and a period of three months (or such shorter period as permitted under the applicable rules) has elapsed since such advertisement.

The net proceeds of any such sale shall belong to us, and when we receive these net proceeds we shall become indebted to the former shareholder for an amount equal to such net proceeds.

Inspection of Books and Records

Holders of our ordinary shares will have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See “Where You Can Find More Information.”

Registration Rights

In connection with the private placements of our preferred shares in 2004 through 2009, we granted to all of the holders of our preferred shares certain registration rights. Holders of 48,883,987 of our ordinary shares outstanding immediately following completion of this offering will be entitled to these registration rights. These registration rights apply to (i) our ordinary shares issued upon conversion of our preferred shares, (ii) any other ordinary shares issued as a dividend or other distribution with respect to, in exchange for, or in replacement of, any of our ordinary shares issued upon conversion of our preferred shares, and (iii) ordinary shares otherwise owned or acquired by our preferred share investors. These shares are referred to as registrable securities.

Demand Registration Rights

At any time after the date that is six months after the effectiveness of this registration statement, the holders of 33% or more of our then outstanding registrable securities may require us, upon written request, to file a registration under the Securities Act with an anticipated aggregate price to the public of at least $10 million. We will be obligated to use our best efforts to register the sale of all registrable securities that holders of registrable securities request in writing to be registered within 20 days of the mailing of a notice by us to all holders of such registration. We are obliged to effect no more than two such demand registrations which are declared or ordered effective. We have the right to defer filing the registration statement for a period of no more than 90 days if our board of directors in good faith determines that filing of such registration will be seriously detrimental to us and our shareholders, but we cannot

113

utilize this right more than once in any 12-month period. Additionally, we are not required to effect the filing of a registration statement during the period beginning 60 days prior to our good faith estimate of the date of the filing of, and ending on a date 180 days following the effective date of, a registration initiated by us.

Form S-3 Registration Rights

Holders of registrable securities may also require us to effect a registration on Form S-3 and any related qualification or compliance, as applicable, for a public offering of all or a part of their registrable securities unless a Form S-3 is not available for such offering or the aggregate price to the public of the shares offered is less than $1.0 million. We have the right to defer such filing for a period of no more than 90 days if our board of directors in good faith determines that filing of such registration will be materially detrimental to us and our shareholders, but we cannot utilize this right more than once during any 12-month period. Additionally, we are not required to effect the filing of a registration statement during the period ending on a date 180 days following the effective date of a registration initiated by us.

Piggyback Registration Rights

Holders of registrable securities also have “piggyback” registration rights, pursuant to which they may require us to register all or any part of the registrable securities then held by such holders when we file any registration statement for purposes of effecting a public offering of our securities. The underwriters of any underwritten offering will have the right to limit the number of shares with registration rights to be included in the registration statement, subject to certain conditions.

Expenses of Registration

We are required to pay all expenses incurred by us in complying with any demand, Form S-3 or piggyback registration. In addition, we are required to pay for counsel to the Company and one counsel to the selling holders and all the selling shareholders of registrable securities in the registration. We are not required to pay any underwriting discounts and selling commissions applicable to the sale of registered securities nor are we required to pay for any expenses of any demand registration if the request is subsequently withdrawn at the request of a majority of the holders of the registrable securities to be registered, subject to limited exceptions.

We will have no obligations to effect any demand, S-3 or piggyback registration with respect to any registrable securities after five years following the consummation of this offering.

114

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our ordinary shares, and while application has been made for our ordinary shares to be listed on the NASDAQ, we cannot assure you that an active trading market for our shares will develop or be sustained after this offering. Future sales of substantial amounts of our ordinary shares in the public market following this offering or perception that such future sales may occur could adversely affect the prevailing market price of our ordinary shares from time to time and could impair our ability to raise equity capital in the future.

Upon completion of this offering, we will have                     outstanding ordinary shares, assuming the underwriters do not exercise their option to purchase additional ordinary shares. All of the ordinary shares sold in this offering will be freely transferable without restriction or further registration under the Securities Act, except for any ordinary shares purchased by our “affiliates” as that term is defined in Rule 144 under the Securities Act. Rule 144 defines an affiliate of a company as a person that, directly or indirectly, through one or more intermediaries, controls or is controlled by, or is under common control with, our company. All outstanding ordinary shares prior to this offering are “restricted securities” as that term is defined in Rule 144 because they were issued in a transaction or series of transactions not involving a public offering. Restricted securities may be sold on the NASDAQ only if they are sold pursuant to an effective registration statement under the Securities Act or an exemption from the registration requirement of the Securities Act such as those provided for in Rules 144 and 701 promulgated under the Securities Act, which rules are summarized below. Restricted ordinary shares may also be sold outside of the United States in accordance with Regulation S under the Securities Act. This prospectus may not be used in connection with any resale of our ordinary shares acquired in this offering by our affiliates.

Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days after the date of this prospectus a person who has owned our restricted securities for at least six months is entitled to sell the restricted securities without registration under the Securities Act, subject to certain restrictions. Persons who are our affiliates (as that term is defined in Rule 144) may sell within any three-month period a number of restricted securities that does not exceed the greater of the following:

• 1% of the number of our ordinary shares then outstanding, which will equal approximately              million shares immediately after this offering, assuming the underwriters do not exercise their option to purchase additional ordinary shares; and

• the average weekly trading volume of our ordinary shares on the NASDAQ during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Such sales are also subject to manner-of-sale provisions, notice requirements and the availability of current public information about us. Persons who are not our affiliates and have owned our restricted securities for more than six months but not more than one year may sell the restricted securities without registration under the Securities Act subject to the availability of current public information about us. Persons who are not our affiliates and have beneficially owned our restricted securities for more than one year may freely sell the restricted securities without registration under the Securities Act.

Share Options

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory option plan or other written agreement relating to compensation is eligible to resell such ordinary shares 90 days after we became a reporting company under the Exchange Act in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period contained in Rule 144.

115

Form S-8

We intend to file a registration statement on Form S-8 under the Securities Act covering all ordinary shares which are either subject to outstanding options granted prior to this offering or that may be issued pursuant to equity awards which may be granted in the future under our 2006 Share Incentive Plan or our 2013 Performance Incentive Plan. We expect to file this registration statement as soon as practicable after the date of this prospectus. Shares registered on Form S-8 generally may be sold in the open market, except to the extent that the shares are (i) held by affiliates has defined in Rule 144, who are, however, eligible to resell such ordinary shares in reliance on Rule 144 but without compliance with the holding period restriction contracted in Rule 144, or (ii) subject to vesting restrictions or lock-up or other contractual restrictions.

Registration Rights

Upon completion of this offering, certain holders of our outstanding shares will be entitled to request that we register their ordinary shares under the Securities Act, following the expiration of the lockup agreements described below. For a further description of these registration rights, see “Description of Share Capital—Registration Rights.”

Lock-Up Agreements

We, our executive officers and directors and all of our existing shareholders have agreed, with exceptions, not to sell or transfer any ordinary shares or securities convertible into, exchangeable or exercisable for ordinary shares for 180 days after the date of this prospectus without first obtaining the written consent of Deutsche Bank Securities Inc. and Barclays Capital Inc. Specifically, we and these other individuals have agreed not to directly or indirectly:

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares; or

• enter into any hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our ordinary shares;

whether any transaction described above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise.

116

TAXATION

The following is a summary of the material Cayman Islands, PRC and United States federal income tax consequences of an investment in our ordinary shares. The summary is not intended to be, nor should it be construed as, legal or tax advice to any particular prospective purchaser. The summary is based on laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not deal with all possible tax consequences relating to an investment in our ordinary shares, such as U.S. state or local tax laws, or tax laws of jurisdictions other than the Cayman Islands, the PRC and the United States. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Conyers, Dill & Pearman (Cayman) Limited, special Cayman Islands counsel to us. To the extent that the discussion relates to matters of PRC tax law, it represents the opinion of Commerce & Finance. To the extent the discussion relates to matters of current U.S. federal income tax law, and subject to the qualifications herein, it represents the opinion of O’Melveny & Myers LLP, our special U.S. counsel. You should consult your own tax advisors with respect to the consequences of acquisition, ownership and disposition of our ordinary shares.

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty or withholding tax applicable to us or to any holder of our ordinary shares. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties, which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies, except those which hold interests in land in the Cayman Islands. The Cayman Islands is not party to any double tax treaties. There are no exchange control regulations or currency restrictions in the Cayman Islands.

Pursuant to Section 6 of the Tax Concessions Law (2011 Revision) of the Cayman Islands, we have obtained an undertaking from the Governor-in-Cabinet:

• that no law which is enacted in the Cayman Islands imposing any tax to be levied on profits or income or gains or appreciation shall apply to us or our operations; and

• that the aforesaid tax or any tax in the nature of estate duty or inheritance tax shall not be payable on our shares, debentures or other obligations.

The undertaking for us is for a period of twenty years from April 23, 2013.

People’s Republic of China Taxation

On March 16, 2007, the National People’s Congress, the PRC legislature, enacted the Enterprise Income Tax Law, or the PRC EIT Law, which became effective on January 1, 2008, and on December 6, 2007, the State Council promulgated the Implementation Rules to the Enterprise Income Tax Law, or the Implementation Rules, which also became effective on January 1, 2008. Under the PRC EIT Law and the Implementation Rules, unless otherwise specified, foreign invested enterprises and domestic companies are subject to a uniform income tax rate of 25%. In addition, the dividends payable to foreign investors are subject to PRC withholding tax at the rate of 10% unless the foreign investor’s jurisdiction of incorporation has a tax treaty with the PRC that provides for a reduced withholding tax rate. According to the Hong Kong Tax Treaty, a company incorporated in Hong Kong, will be subject to withholding income tax at a rate of 5% on dividends it receives from its PRC subsidiary if it holds a 25% or more interest in that particular PRC subsidiary. However, the SAT promulgated Circular 601 and Announcement 30, which provide that tax treaty benefits will be denied to “conduit” or shell companies without business substance, and a beneficial ownership analysis will be used based on a “substance-over-the-form” principle to determine whether or not to grant tax treaty benefits. Therefore, it is unclear at this stage whether the reduced rate of 5% under the Hong Kong

117

Tax Treaty could apply to dividends from Montage Shanghai paid to us through our Hong Kong subsidiary. See “Risk Factors — Risk Factors Related to Regulations Applicable to Us- We may not be able to obtain certain treaty benefits on dividends paid by Montage Shanghai to us through our Hong Kong Subsidiary.”

The PRC EIT Law created a new “resident enterprise” classification which if applied could treat our Cayman Islands holding company or any of our other overseas holding companies in a manner similar to a Chinese enterprise for enterprise income tax purposes. If the PRC tax authorities determine that our Cayman Islands holding company or any of our other overseas holding companies is a “resident enterprise” for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. One example is the possibility of a 10% withholding tax being imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterprise shareholders from transferring our shares. See “Risk Factors — Risk Factors Related to Regulations Applicable to Us—Under the PRC enterprise income tax law, we may be classified as a PRC “resident enterprise,” which could result in unfavorable tax consequences to us and our shareholders and have a material adverse effect on our results of operations and the value of your investment.”

United States Federal Income Taxation

This discussion describes the material U.S. federal income tax consequences of the purchase, ownership and disposition of our ordinary shares. This discussion does not address any aspect of U.S. federal gift or estate tax, or the state, local or non-U.S. tax consequences of an investment in our ordinary shares. This discussion applies only to U.S. Holders (as defined below) who beneficially own our ordinary shares as capital assets for U.S. federal income tax purposes. This discussion does not apply to you if you are a member of a class of holders subject to special rules, such as:

• dealers in securities or currencies;

• traders in securities that elect to use a mark-to-market method of accounting for securities holdings;

• banks or certain financial institutions;

• insurance companies;

• tax-exempt organizations;

• partnerships or other entities treated as partnerships or other pass-through entities for U.S. federal income tax purposes or persons holding ordinary shares through any such entities;

• regulated investments companies or real estate investment trusts;

• persons that hold ordinary shares as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment;

• persons whose functional currency for tax purposes is not the U.S. dollar;

• persons liable for alternative minimum tax; or

• persons who actually or constructively own 10% or more of the total combined voting power of all classes of our shares entitled to vote.

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, which we refer to in this discussion as the Code, its legislative history, existing and proposed regulations promulgated thereunder, published rulings and court decisions, all as of the date hereof. These laws are subject to change, possibly on a retroactive basis.

118

Prospective purchasers are urged to consult their own tax advisor concerning the particular U.S. federal income tax consequences to them of the purchase, ownership and disposition of our ordinary shares, as well as the consequences to them arising under the laws of any other taxing jurisdiction.

For purposes of the U.S. federal income tax discussion below, you are a “U.S. Holder” if you beneficially own our ordinary shares and are:

• an individual citizen or resident of the United States for U.S. federal income tax purposes;

• a corporation, or other entity taxable as a corporation, that was created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

• an estate the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust if (a) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect to be treated as a U.S. person.

For U.S. federal income tax purposes, income earned through a non-U.S. or U.S. partnership or other flow-through entity is attributed to its owners. Accordingly, if a partnership or other flow-through entity holds ordinary shares, the tax treatment of the holder will generally depend on the status of the partner or other owner and the activities of the partnership or other flow-through entity.

Dividends on Ordinary Shares

Subject to the “Passive Foreign Investment Company” discussion below, the gross amount of any distributions you receive on your ordinary shares (including any withheld taxes) will generally be includible in your gross income on the day you actually or constructively receive such income as dividend income if the distributions are made from our current or accumulated earnings and profits, calculated according to U.S. federal income tax principles. We do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles. Accordingly, distributions paid on our ordinary shares, if any, will generally be treated as dividend distributions for U.S. federal income tax purposes. With respect to non-corporate U.S. Holders, certain dividends received from a qualified foreign corporation may be subject to a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income. A non-U.S. corporation is treated as a qualified foreign corporation with respect to dividends from that corporation on shares that are readily tradable on an established securities market in the United States. U.S. Treasury Department guidance indicates that our ordinary shares, which we have applied to list on the NASDAQ, will be readily tradable on an established securities market in the United States. There can be no assurance that our ordinary shares will be considered readily tradable on an established securities market in later years. Non-corporate U.S. Holders that do not meet a minimum holding period requirement (more than 60 days of ownership, without protection from the risk of loss, during the 121-day period beginning 60 days before the ex-dividend date) will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. You should consult your own tax advisor as to the rate of tax that will apply to you with respect to dividend distributions, if any, you receive from us.

Dividends received on our ordinary shares will not be eligible for the dividends received deduction allowed for corporations. Dividends generally will constitute foreign source passive income for purposes of the U.S. foreign tax credit rules. You should consult your own advisor as to your ability, and the various limitations on your ability, to claim foreign tax credits in connection with the receipt of dividends.

Sales and Other Dispositions of Ordinary Shares

Subject to the “Passive Foreign Investment Company” discussion below, when you sell or otherwise dispose of our ordinary shares, you will generally recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition and your adjusted tax basis in the ordinary shares. Your adjusted tax basis will generally equal the amount you paid for the ordinary shares. Any gain or loss you

119

recognize will be long-term capital gain or loss if your holding period in our ordinary shares is more than one year at the time of disposition. If you are a non-corporate U.S. Holder, including an individual, any such long-term capital gain will be taxed at preferential rates. The deductibility of a capital loss may be subject to various limitations. Any gain or loss recognized by you will generally be treated as U.S. source gain or loss. You should consult your own tax advisor as to your ability, and the various limitations on your ability, to claim foreign tax credits in connection with a disposition of ordinary shares.

Passive Foreign Investment Company

If we are a passive foreign investment company or “PFIC” in any taxable year in which you hold our ordinary shares, as a U.S. Holder, you would generally be subject to adverse U.S. tax consequences, in the form of increased tax liabilities and special U.S. tax reporting requirements.

In general, we will be classified as a PFIC in any taxable year if either: (a) the average quarterly value of our gross assets that produce passive income or are held for the production of passive income is at least 50% of the average quarterly value of our total gross assets (the “asset test”) or (b) 75% or more of our gross income for the taxable year is passive income (such as certain dividends, interest or royalties). For this purpose, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the share. For purposes of the asset test: (a) any cash and cash invested in short-term, interest bearing, debt instruments, or bank deposits that are readily convertible into cash will generally count as producing passive income or held for the production of passive income, and (b) the total value of our assets is calculated based on our market capitalization.

We do not expect to be a PFIC for the taxable year 2013 or in the foreseeable future. Our expectation regarding our status as a PFIC is based on assumptions as to our projections of the value of our outstanding shares during the year and our use of the proceeds of the initial public offering of our ordinary shares and of other cash that we will hold and generate in the ordinary course of our business throughout taxable year 2013. Despite our expectation, there can be no assurance that we will not be a PFIC in 2013 or any future taxable year as PFIC status is tested each taxable year and will depend on the composition of our assets and income in such taxable year. In particular, in determining the average percentage value of our gross assets, the aggregate value of our assets will generally be deemed to be equal to our market capitalization (the sum of the aggregate value of our outstanding equity) plus our liabilities. Therefore, a drop in the market price of our ordinary shares and associated decrease in the value of our goodwill would cause a reduction in the value of our non-passive assets for purposes of the asset test. Accordingly, we would likely become a PFIC if our market capitalization were to decrease significantly while we hold substantial cash and cash equivalents. As we have not designated specific uses for all of the net proceeds we receive from this offering, we may retain a significant portion of those net proceeds in the form of short-term investments or bank deposits for a prolonged period, which could affect our PFIC status in future years. For further details on our intended use of the net proceeds we receive from this offering, see “Use of Proceeds.” We could also be a PFIC for any taxable year if the gross income that we and our subsidiaries earn from investing the portion of the cash raised in our initial public offering that exceeds the immediate capital needs of our business is substantial in comparison with the gross income from our business operations. Our special U.S. counsel expresses no opinion with respect to our expectations contained in this paragraph.

If we were a PFIC for any taxable year during which you held our ordinary shares, certain adverse U.S. federal income tax rules would apply. You would generally be subject to additional taxes and interest charges on certain “excess distributions” we make and on any gain realized on the disposition or deemed disposition of your ordinary shares, regardless of whether we continue to be a PFIC in the year in which you receive an “excess distribution” or dispose of or are deemed to dispose of your ordinary shares. Distributions in respect of your ordinary shares during a taxable year would generally constitute “excess distributions” if, in the aggregate, they exceed 125% of the average amount of distributions with respect to your ordinary shares over the three preceding taxable years or, if shorter, the portion of your holding period before such taxable year.

To compute the tax on “excess distributions” or any gain, (a) the “excess distribution” or the gain would be allocated ratably to each day in your holding period for the ordinary shares, (b) the amount allocated to the

120

current year and any tax year prior to the first taxable year in which we were a PFIC would be taxed as ordinary income in the current year, (c) the amount allocated to other taxable years would be taxable at the highest applicable marginal rate in effect for that year, and (d) an interest charge at the rate for underpayment of taxes for any period described under (c) above would be imposed on the resulting tax liability on any portion of the “excess distribution” or gain that is allocated to such period. In addition, if we were a PFIC, no distribution that you receive from us would qualify for taxation at the preferential rate discussed in the “—Dividends on Ordinary Shares” section above in the taxable year in which such distribution is made or in the preceding taxable year.

Under certain attribution rules, if we are a PFIC, you will be deemed to own your proportionate share (by value) of lower-tier PFICs, and will be subject to U.S. federal income tax on (i) a distribution on the shares of a lower-tier PFIC and (ii) a disposition of shares of a lower-tier PFIC, both as if you directly held the shares of such lower-tier PFIC.

If we were a PFIC in any year, you would generally be able to avoid the “excess distribution” rules described above by making a timely so-called “mark-to-market” election with respect to your ordinary shares provided our ordinary shares are “marketable.” Our ordinary shares will be “marketable” as long as they remain regularly traded on a national securities exchange, such as the NASDAQ. If you made this election in a timely fashion, you would generally recognize as ordinary income or ordinary loss the difference between the fair market value of your ordinary shares on the first day of any taxable year and your adjusted tax basis in the ordinary shares. Any ordinary income resulting from this election would generally be taxed at ordinary income rates and would not be eligible for the reduced rate of taxation discussed in the “—Dividends on Ordinary Shares” section above. Any ordinary losses would be deductible, but only to the extent of the net amount of previously included income as a result of the mark-to-market election, if any. Your basis in the ordinary shares would be adjusted to reflect any such income or loss. You should consult your own tax adviser regarding potential advantages and disadvantages to you of making a “mark-to-market” election with respect to your ordinary shares. The mark-to-market election will not be available for any lower tier PFIC that is deemed owned pursuant to the attribution rules discussed above. If you make a mark-to-market election it will be effective for the taxable year for which the election is made and all subsequent taxable years unless the ordinary shares are no longer “marketable” or the Internal Revenue Service (“IRS”) consents to the revocation. We do not intend to provide you with the information you would need to make or maintain a “Qualified Electing Fund” election and you will, therefore, not be able to make or maintain such an election with respect to your ordinary shares.

If you own our ordinary shares during any taxable year that we are a PFIC, you are required to file an annual report containing such information as the United States Treasury Department may require and may be required to file an annual IRS Form 8621. Each U.S. Holder is advised to consult with its tax advisor concerning the U.S. federal income tax consequences of purchasing, holding and disposing ordinary shares if we are or become classified as a PFIC.

U.S. information reporting and backup withholding rules

In general, dividend payments with respect to the ordinary shares and the proceeds received on the sale or other disposition of ordinary shares may be subject to information reporting to the IRS and to backup withholding. Backup withholding will not apply, however, if you (a) come within certain exempt categories and, when required, can demonstrate that fact or (b) provide a taxpayer identification number, certify as to no loss of exemption from backup withholding and otherwise comply with the applicable backup withholding rules. To establish your status as an exempt person, you will generally be required to provide certification on IRS Form W-9. Any amounts withheld from payments to you under the backup withholding rules that exceed your U.S. federal income tax liability will be allowed as a refund or a credit against your U.S. federal income tax liability, provided that you timely furnish the required information to the IRS. Certain U.S. Holders who hold “specific foreign financial assets,” including shares of a non-U.S. corporation that is not held in an account maintained by a U.S. “financial institution,” the aggregate value of which exceeds $50,000 during the tax year, may be required

121

to attach to their tax returns for the year certain specified information. A U.S. Holder who fails to timely furnish the required information may be subject to a penalty. Each U.S. Holder is advised to consult with its tax advisor regarding the application of the U.S. information reporting rules to their particular circumstances.

PROSPECTIVE PURCHASERS OF OUR ORDINARY SHARES SHOULD CONSULT WITH THEIR OWN TAX ADVISOR REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES RESULTING FROM PURCHASING, HOLDING OR DISPOSING OF OUR ORDINARY SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR NON-US JURISDICTION AND INCLUDING ESTATE, GIFT AND INHERITANCE LAWS.

122

UNDERWRITERS

Subject to the terms and conditions of the underwriting agreement, the underwriters named below, through their representatives Deutsche Bank Securities Inc. and Barclays Capital Inc., have severally agreed to purchase from us and the selling shareholders the following respective number of ordinary shares at a public offering price less the estimated underwriting discounts and commissions set forth on the front cover page of this prospectus:

Underwriters	Number of Shares
Deutsche Bank Securities Inc.
Barclays Capital Inc.
Stifel, Nicolaus & Company, Incorporated
Wells Fargo Securities, LLC
Needham & Company, LLC
Total

The underwriting agreement provides that the obligations of the several underwriters to purchase the ordinary shares offered hereby are subject to certain conditions precedent and that the underwriters will purchase all of the ordinary shares offered by this prospectus, other than those covered by the over-allotment option described below, if any of these shares are purchased.

We have been advised by the representatives of the underwriters that the underwriters propose to offer the ordinary shares to the public at the initial public offering price set forth on the front cover page of this prospectus and to dealers at a price that represents a concession not in excess of $         per share under the public offering price. The underwriters may allow, and these dealers may re-allow, a concession of not more than $         per share to other dealers. After the initial public offering, representatives of the underwriters may change the offering price and other selling terms.

We and the selling shareholders have granted to the underwriters an option, exercisable not later than 30 days after the date of this prospectus, to purchase up to              additional ordinary shares at the initial public offering price less the estimated underwriting discounts and commissions set forth on the cover page of this prospectus. The underwriters may exercise this option only to cover over-allotments made in connection with the sale of the ordinary shares offered by this prospectus. To the extent that the underwriters exercise this option, each of the underwriters will become obligated, subject to conditions, to purchase approximately the same percentage of these additional ordinary shares as the number of ordinary shares to be purchased by it in the above table bears to the total number of ordinary shares offered by this prospectus. We will be obligated, pursuant to the option, to sell these additional ordinary shares to the underwriters to the extent the option is exercised. If any additional ordinary shares are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting discounts and commissions per share are equal to the initial public offering price per ordinary share less the amount paid by the underwriters to us per ordinary share. The underwriting discounts and commissions are         % of the initial public offering price. We have agreed to pay the underwriters the following discounts and commissions, assuming either no exercise or full exercise by the underwriters of the underwriters’ over-allotment option:

		Total Fees
	Fee per share	Without Exercise of Over- Allotment Option	With Full Exercise of Over- Allotment Option
Discounts and commissions paid by us	$	$	$
Discounts and commissions paid by the selling shareholders	$	$	$

123

At our request, the underwriters have reserved up to 5% of the shares offered hereby for sale at the initial public offering price to persons who are directors, officers or other employees, or who are otherwise associated with us, through a directed share program. The number of shares available for sale to the general public will be reduced by the number of directed shares purchased by participants in the program. The directed share program will be arranged through one of the underwriters, Deutsche Bank Securities Inc. Except for our officers and directors at the time of consummation of the offering who have entered into lock-up agreements, each person buying shares through the directed share program has agreed that, for a period of 180 days from the date of this prospectus, he or she will not, without the prior written consent of each of the representatives, dispose of or hedge any shares of ours or any securities convertible into or exchangeable for the our shares.

In addition, we estimate that our share of the total expenses of this offering, excluding underwriting discounts and commissions, will be approximately $            .

We and the selling shareholders have agreed to indemnify the underwriters against some specified types of liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities.

Each of our officers and directors, and substantially all of our shareholders, have agreed not to offer, sell, contract to sell or otherwise dispose of, or enter into any transaction that is designed to, or could be expected to, result in the disposition of any our ordinary shares or other securities convertible into or exchangeable or exercisable for ordinary shares or derivatives of our ordinary shares owned by these persons prior to this offering or ordinary shares issuable upon exercise of options or warrants held by these persons for a period of 180 days after the effective date of the registration statement of which this prospectus is a part without the prior written consent of Deutsche Bank Securities Inc. and Barclays Capital Inc. In certain instances, this consent may be given at any time without public notice. Transfers or dispositions can be made during the lock-up period in the case of gifts or for estate planning purposes where the donee signs a lock-up agreement. We have entered into a similar agreement with the representatives of the underwriters. There are no agreements between the representatives and any of our shareholders or affiliates releasing them from these lock-up agreements prior to the expiration of the 180-day period.

The representatives of the underwriters have advised us that the underwriters do not intend to confirm sales to any account over which they exercise discretionary authority. In connection with the offering, the underwriters may purchase and sell our ordinary shares in the open market. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions.

Short sales involve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters’ option to purchase additional ordinary shares from us in the offering. The underwriters may close out any covered short position by either exercising their option to purchase additional shares or purchasing shares in the open market. In determining the source of shares to close out the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option.

Naked short sales are any sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing shares in the open market. A naked short position is more likely to be created if underwriters are concerned that there may be downward pressure on the price of the shares in the open market prior to the completion of the offering.

Stabilizing transactions consist of various bids for or purchases of our ordinary shares made by the underwriters in the open market prior to the completion of the offering.

124

The underwriters may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives of the underwriters have repurchased shares sold by or for the account of that underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or slowing a decline in the market price of our ordinary shares. Additionally, these purchases, along with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our ordinary shares. As a result, the price of our ordinary shares may be higher than the price that might otherwise exist in the open market. These transactions may be effected on the NASDAQ, in the over-the-counter market or otherwise.

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates, and may provide from time to time in the future, certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers, and hold, on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans, and may do so in the future.

A prospectus in electronic format is being made available on Internet web sites maintained by one or more of the lead underwriters of this offering and may be made available on web sites maintained by other underwriters. Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other web site maintained by an underwriter is not part of the prospectus or the registration statement of which the prospectus forms a part.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Pricing of this Offering

Prior to this offering, there has been no public market for our ordinary shares. Consequently, the initial public offering price of our ordinary shares will be determined by negotiation among us, the selling shareholders and the representatives of the underwriters. Among the primary factors that will be considered in determining the public offering price are:

• prevailing market conditions;

• our results of operations in recent periods;

• the present stage of our development;

• the market capitalizations and stages of development of other companies that we and the representatives of the underwriters believe to be comparable to our business; and

• estimates of our business potential.

125

Notice to Prospective Investors in European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to the public of any shares which are the subject of the offering contemplated by this prospectus (the “Shares”) may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any Shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

(a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;

(b) by the Managers to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of Lead Manager for any such offer; or

(c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Shares shall result in a requirement for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Shares to be offered so as to enable an investor to decide to purchase any Shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State. The expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

The EEA selling restriction is in addition to any other selling restrictions set out in this prospectus.

Notice to Prospective Investors in Australia

This offering memorandum is not a formal disclosure document and has not been, nor will be, lodged with the Australian Securities and Investments Commission. It does not purport to contain all information that an investor or their professional advisers would expect to find in a prospectus or other disclosure document (as defined in the Corporations Act 2001 (Australia)) for the purposes of Part 6D.2 of the Corporations Act 2001 (Australia) or in a product disclosure statement for the purposes of Part 7.9 of the Corporations Act 2001 (Australia), in either case, in relation to the securities.

The securities are not being offered in Australia to “retail clients” as defined in sections 761G and 761GA of the Corporations Act 2001 (Australia). This offering is being made in Australia solely to “wholesale clients” for the purposes of section 761G of the Corporations Act 2001 (Australia) and, as such, no prospectus, product disclosure statement or other disclosure document in relation to the securities has been, or will be, prepared.

This offering memorandum does not constitute an offer in Australia other than to persons who do not require disclosure under Part 6D.2 of the Corporations Act 2001 (Australia) and who are wholesale clients for the purposes of section 761G of the Corporations Act 2001 (Australia). By submitting an application for our securities, you represent and warrant to us that you are a person who does not require disclosure under Part 6D.2 and who is a wholesale client for the purposes of section 761G of the Corporations Act 2001 (Australia). If any recipient of this offering memorandum is not a wholesale client, no offer of, or invitation to apply for, our securities shall be deemed to be made to such recipient and no applications for our securities will be accepted

126

from such recipient. Any offer to a recipient in Australia, and any agreement arising from acceptance of such offer, is personal and may only be accepted by the recipient. In addition, by applying for our securities you undertake to us that, for a period of 12 months from the date of issue of the securities, you will not transfer any interest in the securities to any person in Australia other than to a person who does not require disclosure under Part 6D.2 and who is a wholesale client.

Notice to Prospective Investors in Hong Kong

The contents of this prospectus have not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this prospectus, you should obtain independent professional advice. Please note that (i) our securities may not be offered or sold in Hong Kong, by means of this prospectus or any document other than to “professional investors” within the meaning of Part I of Schedule 1 of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) (SFO) and any rules made thereunder, or in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong) (CO) or which do not constitute an offer or invitation to the public for the purpose of the CO or the SFO, and (ii) no advertisement, invitation or document relating to our securities may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere) which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the securities which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the SFO and any rules made thereunder.

Notice to Prospective Investors in Japan

Our securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and our securities will not be offered or sold, directly or indirectly, in Japan, or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan, or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Singapore

This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of our securities may not be circulated or distributed, nor may our securities be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where our securities are subscribed or purchased under Section 275 by a relevant person which is:

(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities (as defined in

127

Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired our securities pursuant to an offer made under Section 275 except:

(1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;

(2) where no consideration is or will be given for the transfer;

(3) where the transfer is by operation of law; or

(4) as specified in Section 276(7) of the SFA.

Notice to Prospective Investors in Switzerland

The Prospectus does not constitute an issue prospectus pursuant to Article 652a or Article 1156 of the Swiss Code of Obligations (“CO”) and the shares will not be listed on the SIX Swiss Exchange. Therefore, the Prospectus may not comply with the disclosure standards of the CO and/or the listing rules (including any prospectus schemes) of the SIX Swiss Exchange. Accordingly, the shares may not be offered to the public in or from Switzerland, but only to a selected and limited circle of investors, which do not subscribe to the shares with a view to distribution.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to and is only directed at: (1) persons who are outside the United Kingdom; (2) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (3) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons falling within (1)-(3) together being referred to as “relevant persons”). The shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such shares will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

128

ENFORCEABILITY OF CIVIL LIABILITIES

Our ultimate holding company, Montage Technology Group Limited, is registered under the laws of the Cayman Islands as an exempted company with limited liability. Montage Technology Group Limited is registered in the Cayman Islands because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides protections for investors to a significantly lesser extent. In addition, Cayman Islands companies may not have standing to sue before the federal courts of the United States.

A significant portion of our assets and operations are located outside the United States. In addition, some of our directors and officers are nationals or residents of jurisdictions other than the United States and a substantial portion of their assets may be located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or these persons, or to enforce against us or them judgments obtained in U.S. courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Conyers Dill & Pearman (Cayman) Limited, our counsel as to Cayman Islands law, and Commerce & Finance Law Offices, our counsel as to PRC law, have advised us that there is uncertainty as to whether the courts of the Cayman Islands or China would, respectively, (i) recognize or enforce judgments of U.S. courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the Cayman Islands or China against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Conyers Dill & Pearman (Cayman) Limited has informed us that the uncertainty with regard to Cayman Islands law relates to whether a judgment obtained from the U.S. courts under civil liability provisions of the securities law will be determined by the courts of the Cayman Islands as penal or punitive in nature. The courts of the Cayman Islands may not recognize or enforce such judgments against a Cayman company, and because such a determination has not yet been made by a court of the Cayman Islands, it is uncertain whether such civil liability judgments from U.S. courts would be enforceable in the Cayman Islands. Conyers Dill & Pearman (Cayman) Limited has further advised us that a final and conclusive judgment in the federal or state courts of the United States under which a sum of money is payable, other than a sum payable in respect of taxes, fines, penalties or similar charges, may be subject to enforcement proceedings as a debt in the courts of the Cayman Islands under the common law doctrine of obligation, provided that (a) such federal or state courts of the United States had proper jurisdiction over the parties subject to such judgment; (b) such federal or state courts of the United States did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.

Commerce & Finance Law Offices has further advised us that the recognition and enforcement of foreign judgments are provided for under PRC Civil Procedure Law. Under the PRC Civil Procedure Law, courts in China may recognize and enforce foreign judgments pursuant to treaties between China and the country where the judgment is rendered or based on reciprocity arrangements for the recognition and enforcement of foreign judgments between jurisdictions. China does not have any treaties or other arrangements that provide for reciprocal recognition and enforcement of foreign judgments with the United States or the Cayman Islands. As a result, it is generally difficult to recognize and enforce in China a judgment rendered by a court in either of these two jurisdictions.

129

Any judgment of United States courts will not be directly enforced in Hong Kong as there are currently no treaties or other arrangements providing for reciprocal enforcement of foreign judgments between Hong Kong and the United States. However, subject to certain conditions, including that the judgment is for a liquidated amount in a civil matter and not in respect of taxes, fines, penalties or similar charges, the judgment is final and conclusive and has not been stayed or satisfied in full, the proceedings in which the judgment was obtained were not contrary to natural justice, and the enforcement of the judgment is not contrary to public policy of Hong Kong, Hong Kong courts may, upon application by the judgment creditor to enforce the judgment obtained from a United States court, enforce such judgment as a debt due under the rules of common law enforcement.

130

LEGAL MATTERS

Certain matters of United States Federal and New York State law will be passed upon for us by O’Melveny & Myers LLP. Pillsbury Winthrop Shaw Pittman LLP, Palo Alto, California is acting as counsel to the underwriters in connection with certain legal matters related to the ordinary shares being offered by this prospectus. The validity of the ordinary shares offered in this offering will be passed upon for us by Conyers Dill & Pearman (Cayman) Limited. Legal matters as to PRC law will be passed upon for us by Commerce & Finance, and will be passed upon for the underwriters by Fangda Partners.

EXPERTS

The consolidated financial statements of Montage Technology Group Limited as of December 31, 2011 and 2012 and for each of the three years in the period ended December 31, 2012 included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers Zhong Tian LLP (previously known as PricewaterhouseCoopers Zhong Tian CPAs Limited Company), an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

At the discretion of the government of the People’s Republic of China in accordance with the Scheme for the Localization Restructuring of Chinese-Foreign Cooperative Accounting Firms, PricewaterhouseCoopers Zhong Tian CPAs Limited Company has converted to a new partnership and changed its name to PricewaterhouseCoopers Zhong Tian LLP, effective from July 1, 2013. PricewaterhouseCoopers Zhong Tian LLP has succeeded PricewaterhouseCoopers Zhong Tian CPAs Limited Company for all purposes and assumed all of the obligations and rights of PricewaterhouseCoopers Zhong Tian CPAs Limited Company with effect from July 1, 2013.

WHERE YOU CAN FIND MORE INFORMATION

We are a foreign private issuer within the meaning of the rules under the Securities Act, but have elected to file a registration statement on Form S-1 with respect to the ordinary shares to be sold in this offering. This prospectus, which constitutes part of the registration statement, does not include all of the information contained in the registration statement and the exhibits and schedules thereto. You should refer to the registration statement and its exhibits and schedules for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document.

You can read our SEC filings, including the registration statement and the exhibits and schedules thereto, at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, DC 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

Upon completion of this offering, we will be subject to the informational reporting requirements of the Exchange Act. We currently intend to file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements and other information on forms applicable to domestic companies with the SEC. You are able to inspect and copy these reports and other information at the public reference facilities maintained by the SEC at the address noted above. You are also able to inspect them without charge at the SEC’s website.

131

Montage Technology Group Limited

Index to Consolidated Financial Statements

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2011 and 2012 and June 30, 2013 (unaudited)		F-3
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December  31, 2010, 2011 and 2012, and the six months ended June 30, 2012 (unaudited) and 2013 (unaudited)		F-4
Consolidated Statements of Changes in Convertible Preferred Shares and Shareholders’ Deficit for the years ended December 31, 2010, 2011 and 2012, and the six months ended June 30, 2013 (unaudited)		F-5
Consolidated Statements of Cash Flows for the years ended December  31, 2010, 2011 and 2012, and the six months ended June 30, 2012 (unaudited) and 2013 (unaudited)		F-7
Notes to Consolidated Financial Statements		F-8

F-1

Report of Independent Registered Public Accounting Firm

To the board of directors and shareholders of Montage Technology Group Limited:

In our opinion, the accompanying consolidated balance sheets and related consolidated statements of operations and comprehensive income (loss), changes in convertible preferred shares and shareholders’ deficit and cash flows present fairly, in all material respects, the financial position of Montage Technology Group Limited and its subsidiaries (the “Company”) at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements 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 the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers Zhong Tian LLP

Shanghai, the People’s Republic of China

August 9, 2013

F-2

Montage Technology Group Limited

Consolidated Balance Sheets

(Dollars in thousands, except share and per share data)

	December 31,						June 30,
	2011			2012			2013			2013 pro forma (Note 17)
							(unaudited)			(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	23,343		$	21,580		$	13,921		$	13,921
Short-term investments		—			6,472			22,947			22,947
Accounts receivable, net		5,924			7,903			8,266			8,266
Inventories		6,981			11,116			10,449			10,449
Prepaid expenses and other current assets		1,798			2,000			2,559			2,559
Current deferred tax assets		420			338			345			345
Total current assets		38,466			49,409			58,487			58,487
Property and equipment, net		1,015			2,284			2,469			2,469
Acquired intangible asset, net		94			1,496			1,291			1,291
Deferred tax assets		291			330			330			330
Deferred offering costs		—			283			2,015			2,015
Total assets	$	39,866		$	53,802		$	64,592		$	64,592
Liabilities, Convertible Preferred Shares and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	6,855		$	3,719		$	3,950		$	3,950
Short-term loans		2,063			1,591			—			—
Accrued liabilities		8,091			9,108			10,216			10,216
Deferred margin, net		5,147			1,200			1,477			1,477
Income tax payable		42			261			686			686
Current deferred tax liabilities		—			34			34			34
Total current liabilities		22,198			15,913			16,363			16,363
Long-term tax liabilities		3,422			4,295			4,297			4,297
Total liabilities	$	25,620		$	20,208		$	20,660		$	20,660
Commitments and contingencies (Note 14)
Convertible Preferred Share:
Series A convertible preferred shares, $0.005 par value; 12,000,000 shares authorized; 12,000,000 issued and outstanding as of December 31, 2011 and 2012 and June 30, 2013 (unaudited), respectively; none outstanding on a pro-forma basis as of June 30, 2013 (unaudited) (Liquidation value: $6,000 as of December 31, 2011 and 2012 and June 30, 2013 (unaudited), respectively)	$	6,000		$	6,000		$	6,000		$	—
Series B convertible preferred shares, $0.005 par value; 11,703,540 shares authorized; 10,639,608 issued and outstanding as of December 31, 2011 and 2012 and June 30, 2013 (unaudited), respectively; none outstanding on a pro-forma basis as of June 30, 2013 (unaudited) (Liquidation value: $13,092 as of December 31, 2011 and 2012 and June 30, 2013 (unaudited), respectively)		17,020			17,020			17,020			—
Series B-1 convertible preferred shares, $0.005 par value; 11,379,273 shares authorized; 10,123,189 issued and outstanding as of December 31, 2011 and 2012 and June 30, 2013 (unaudited), respectively; none outstanding on a pro-forma basis as of June 30, 2013 (unaudited) (Liquidation value: $16,191 as of December 31, 2011 and 2012 and June 30, 2013 (unaudited), respectively)		21,048			21,048			21,048			—
Series B-2 convertible preferred shares, $0.005 par value; 8,928,786 shares authorized; 7,098,523 issued and outstanding as of December 31, 2011 and 2012 and June 30, 2013 (unaudited), respectively; none outstanding on a pro-forma basis as of June 30, 2013 (unaudited) (Liquidation value: $7,947 as of December 31, 2011 and 2012 and June 30, 2013 (unaudited), respectively)		10,254			10,309			10,332			—
Shareholders’ deficit:
Ordinary Shares, $0.005 par value; 67,011,599 shares authorized; 10,734,105, 11,009,655 and 11,603,822 (unaudited) issued and outstanding at December 31, 2011 and 2012 and June 30, 2013, respectively		54			55			58			260
Additional paid-in capital		—			1,010			2,343			56,541
Accumulated comprehensive income		1,810			1,811			2,018			2,018
Statutory reserve		610			740			740			740
Accumulated deficit		(42,550	)		(24,399	)		(15,627	)		(15,627	)
Total shareholders’ equity/(deficit)		(40,076	)		(20,783	)		(10,468	)		43,932
Total liabilities, convertible preferred share and shareholders’ equity/(deficit)	$	39,866		$	53,802		$	64,592		$	64,592

The accompanying notes are an integral part of these consolidated financial statements.

F-3

Montage Technology Group Limited

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Dollars in thousands, except share and per share data)

	Year Ended December 31,									For the Six Months Ended June 30,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Revenue	$	29,078		$	50,338		$	78,245		$	33,937		$	45,392
Cost of revenue		(21,248	)		(22,840	)		(31,736	)		(13,691	)		(16,589	)
Gross profit		7,830			27,498			46,509			20,246			28,803
Operating expenses:
Research and development		(11,078	)		(13,651	)		(17,568	)		(8,469	)		(12,473	)
Sales, general and administrative		(5,046	)		(5,895	)		(9,792	)		(3,232	)		(6,801	)
Total operating expense		(16,124	)		(19,546	)		(27,360	)		(11,701	)		(19,274	)
Income (loss) from operations		(8,294	)		7,952			19,149			8,545			9,529
Interest income (expense), net		(44	)		(36	)		207			4			302
Fair value changes in warrant liability		(37	)		—			—			—
Other income (expense), net		(114	)		(307	)		153			233			(87	)
Income (loss) before income taxes		(8,489	)		7,609			19,509			8,782			9,744
Provision for income tax		(54	)		(2,637	)		(1,228	)		(553	)		(972	)
Net income (loss)	$	(8,543	)	$	4,972		$	18,281		$	8,229		$	8,772
Other comprehensive income
Cumulative translation adjustments		276			507			1			(57	)		207
Comprehensive income (loss)	$	(8,267	)	$	5,479		$	18,282		$	8,172		$	8,979
Accretion for Series B convertible preferred shares		(960	)		(470	)		—			—			—
Accretion for Series B-1 convertible preferred shares		(1,274	)		(623	)		—			—			—
Accretion for Series B-2 convertible preferred shares		(279	)		(54	)		(55	)		(28	)		(23	)
Allocation to preferred shareholders		—			(3,748	)		(15,112	)		(6,844	)		(7,191	)
Net Income (loss) attributable to ordinary shareholders—Basic	$	(11,056	)	$	77		$	3,114		$	1,357		$	1,558
Undistributed earnings re-allocated to ordinary shareholders		—			22			1,059			450			471
Net Income (loss) attributable to ordinary shareholders —Diluted	$	(11,056	)	$	99		$	4,173		$	1,807		$	2,029
Net income (loss) per share:
Basic	$	(1.06	)	$	0.01		$	0.29		$	0.13		$	0.14
Diluted	$	(1.06	)	$	0.01		$	0.26		$	0.12		$	0.12
Weighted-average shares used in computing net income (loss) per share:
Basic		10,393,746			10,650,479			10,798,107			10,735,327			11,496,089
Diluted		10,393,746			14,810,976			15,916,704			15,617,434			16,430,914

The accompanying notes are an integral part of these consolidated financial statements.

F-4

Montage Technology Group Limited

Consolidated Statements of Changes in Convertible Preferred Shares and Shareholders’ Deficit

(Dollars in thousands, except share and per share data)

	Series A Convertible Preferred Share				Series B Convertible Preferred Share				Series B1 Convertible Preferred Share				Series B2 Convertible Preferred Share				Subscription receivable Amount			Total Preferred Share Amount		Ordinary Shares				Additional Paid-in Capital Amount			Statutory reserve Amount		Accumulated Other Comprehensive Income Amount		Accumulated Deficit Amount			Total Shareholders’ Deficit Amount
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount							Shares		Amount
Balance as of January 1, 2010		12,000,000	$	6,000		10,639,608	$	15,590		10,123,189	$	19,151		4,000,456	$	6,383	$	(42	)	$	47,082		10,162,855	$	51	$	217		$	—	$	1,027	$	(36,427	)	$	(35,132	)
Issuance of ordinary shares in connection with share option exercises		—		—		—		—		—		—		—		—		—			—		35,417		—		5			—		—		—			5
Vesting of ordinary shares issued for early exercised options		—		—		—		—		—		—		—		—		—			—		325,000		2		28			—		—		—			30
Issuance of Series B-2 convertible preferred share in connection with warrant exercises		—		—		—		—		—		—		3,098,067		3,538		—			3,538		—		—		—			—		—		—			—
Collection of Series B-2 convertible preferred shares consideration		—		—		—		—		—		—		—		—		42			42		—		—		—			—		—		—			—
Accretion to redemption value of convertible preferred shares		—		—		—		960		—		1,274		—		279		—			2,513		—		—		(1,028	)		—		—		(1,485	)		(2,513	)
Share-based compensation		—		—		—		—		—		—		—		—		—			—		—		—		778			—		—		—			778
Foreign currency translation adjustment		—		—		—		—		—		—		—		—		—			—		—		—		—			—		276		—			276
Net loss for the year		—		—		—		—		—		—		—		—		—			—		—		—		—			—		—		(8,543	)		(8,543	)
Balance as of December 31, 2010		12,000,000		6,000		10,639,608		16,550		10,123,189		20,425		7,098,523		10,200		—			53,175		10,523,272		53		—			—		1,303		(46,455	)		(45,099	)
Issuance of ordinary shares in connection with share option exercises		—		—		—		—		—		—		—		—		—			—		153,333		1		42			—		—		—			43
Vesting of ordinary shares issued for early exercised options		—		—		—		—		—		—		—		—		—			—		57,500		—		17			—		—		—			17
Accretion to redemption value of convertible preferred shares		—		—		—		470		—		623		—		54		—			1,147		—		—		(690	)		—		—		(457	)		(1,147	)
Share-based compensation		—		—		—		—		—		—		—		—		—			—		—		—		631			—		—		—			631
Foreign currency translation adjustment		—		—		—		—		—		—		—		—		—			—		—		—		—			—		507		—			507
Appropriations to statutory reserves		—		—		—		—		—		—		—		—		—			—		—		—		—			610		—		(610	)		—
Net income for the year		—		—		—		—		—		—		—		—		—			—		—		—		—			—		—		4,972			4,972
Balance as of December 31, 2011		12,000,000		6,000		10,639,608		17,020		10,123,189		21,048		7,098,523		10,254		—			54,322		10,734,105		54		—			610		1,810		(42,550	)		(40,076	)
Issuance of ordinary shares in connection with share option exercises		—		—		—		—		—		—		—		—		—			—		265,550		1		67			—		—		—			68
Vesting of ordinary shares issued for early exercised options		—		—		—		—		—		—		—		—		—			—		10,000		—		9			—		—		—			9
Accretion to redemption value of convertible preferred shares		—		—		—		—		—		—		—		55		—			55		—		—		(55	)		—		—		—			(55	)
Share-based compensation		—		—		—		—		—		—		—		—		—			—		—		—		989			—		—		—			989
Foreign currency translation adjustment		—		—		—		—		—		—		—		—		—			—		—		—		—			—		1		—			1
Appropriations to statutory reserves		—		—		—		—		—		—		—		—		—			—		—		—		—			130		—		(130	)		—
Net income for the year		—		—		—		—		—		—		—		—		—			—		—		—		—			—		—		18,281			18,281
Balance as of December 31, 2012		12,000,000	$	6,000		10,639,608	$	17,020		10,123,189	$	21,048		7,098,523	$	10,309	$	—		$	54,377		11,009,655	$	55	$	1,010		$	740	$	1,811	$	(24,399	)	$	(20,783	)

The accompanying notes are an integral part of these consolidated financial statements.

F-5

	Series A Convertible Preferred Share				Series B Convertible Preferred Share				Series B1 Convertible Preferred Share				Series B2 Convertible Preferred Share				Subscription receivable Amount		Total Preferred Share Amount		Ordinary Shares				Additional Paid-in Capital Amount			Statutory reserve Amount		Accumulated Other Comprehensive Income Amount		Accumulated Deficit Amount			Total Shareholders’ Deficit Amount
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount						Shares		Amount
Issuance of ordinary shares in connection with share option exercises (Unaudited)		—		—		—		—		—		—		—				—		—		587,917		3		59			—		—		—			62
Vesting of ordinary shares issued for early exercised options (Unaudited)		—		—		—		—		—		—		—		—		—		—		6,250		—		3			—		—		—			3
Accretion to redemption value of convertible preferred shares (Unaudited)		—		—		—		—		—		—		—		23		—		23		—		—		(23	)		—		—		—			(23	)
Share-based compensation (Unaudited)		—		—		—		—		—		—		—				—				—		—		1,294			—		—		—			1,294
Foreign currency translation adjustment (Unaudited)		—		—		—		—		—		—		—				—				—		—		—			—		207		—			207
Net income for the period (Unaudited)		—		—		—		—		—		—		—				—				—		—		—			—		—		8,772			8,772
Balance as of June 30, 2013 (Unaudited)		12,000,000	$	6,000		10,639,608	$	17,020		10,123,189	$	21,048		7,098,523	$	10,332		—	$	54,400		11,603,822	$	58	$	2,343		$	740	$	2,018	$	(15,627	)	$	(10,468	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Montage Technology Group Limited

Consolidated Statements of Cash Flows

(Dollars in thousands)

	Year Ended December 31,									For the Six Months Ended June 30,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Cash flows from operating activities
Net income (loss)	$	(8,543	)	$	4,972		$	18,281		$	8,229		$	8,772
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		813			583			1,240			313			1,281
Share-based compensation		778			631			989			389			1,294
Deferred income taxes		(22	)		(660	)		77			35			—
Inventory write-downs		1,561			545			522			181			397
Fair value changes in warrant liability		37			—			—			—			—
Write-down for prepaid expenses and other current assets		755			—			—			—			—
Exchange loss (gain)		269			495			126			(50	)		209
Changes in assets and liabilities:
Accounts receivable		3,624			(4,433	)		(1,979	)		(281	)		(363	)
Inventories		437			(5,140	)		(4,654	)		(2,827	)		328
Prepaid expenses and other current assets		(823	)		41			(129	)		440			(471	)
Accounts payable		(396	)		4,146			(3,139	)		(1,986	)		222
Income tax payable		76			3,296			1,092			520			427
Deferred margin, net		(1,151	)		4,319			(3,947	)		(4,445	)		277
Other payables and accruals		1,648			2,392			925			(1,077	)		(464	)
Net cash provided by (used in) operating activities		(937	)		11,187			9,404			(559	)		11,909
Cash flows from investing activities
Purchases of property and equipment		(734	)		(648	)		(2,109	)		(1,079	)		(883	)
Purchase of intangible assets		(90	)		(159	)		(1,926	)		—			(431	)
Purchase of short-term investments		—			—			(11,232	)		(4,775	)		(25,308	)
Proceeds from maturities of short-term investments		—			—			4,764			1,578			8,987
Net cash used in investing activities		(824	)		(807	)		(10,503	)		(4,276	)		(17,635	)
Cash flows from financing activities
Proceeds from exercise of options		5			43			68			12			62
Proceeds from early exercise of options		—			18			—			—			11
Proceeds from issuance of Series B-2 convertible preferred shares		42			—			—			—			—
Proceeds from exercise of warrants		1,545			—			—			—			—
Proceeds from borrowings from bank		3,843			3,087			1,578			—			—
Repayment for loans		(3,020	)		(3,784	)		(2,056	)		(2,056	)		(1,591	)
Cash paid for initial public offering cost		—			—			(143	)		—			(284	)
Net cash provided by (used in) financing activities		2,415			(636	)		(553	)		(2,044	)		(1,802	)
Effect of exchange rate changes on cash		131			281			(111	)		(16	)		(131	)
Net increase (decrease) in cash and cash equivalents		785			10,025			(1,763	)		(6,895	)		(7,659	)
Cash and cash equivalents at beginning of period		12,533			13,318			23,343			23,343			21,580
Cash and cash equivalents at end of period	$	13,318		$	23,343		$	21,580		$	16,448		$	13,921
Supplemental Cash Flow Information
Income taxes paid	$	—		$	—		$	62		$	—		$	549
Interest paid		112			147			103			66			10
Non-cash Investing and Financing Activities
Accounts payable for acquisition of property and equipment		—			2			87			70			40
Accounts payable for acquisition of intangible assets		99			—			—			—			—
Vesting of ordinary shares issued for early exercised options		30			17			9			9			3
Series B-2 convertible preferred shares issued upon warrant exercise		1,989			—			—			—			—
Accrued initial public offering cost		—			—			140			—			1,449

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Montage Technology Group Limited

Notes to Consolidated Financial Statements

(Dollars in thousands except share and per share data)

1. Organization and Summary of Significant Accounting Policies

Montage Technology Group Limited (the “Company”) was incorporated as an international business company with limited liability under International Business Companies Act, 1984 of the British Virgin Islands on March 29, 2004 and continued to, and registered in the Cayman Islands as an exempted company on April 24, 2006. The Company conducts business in several territories including China, Hong Kong, Taiwan and the United States through its wholly owned subsidiaries. As of December 31, 2011 and 2012 and June 30, 2013, the Company had 306, 418 and 446 employees, respectively, the significant majority of which are based in China.

The Company is a global fabless provider of analog and mixed signal semiconductor solutions currently addressing the home entertainment and cloud computing markets. The foundation of its technology platform is the Company’s ability to design high performance, low power semiconductors by using its proprietary building blocks which include radio frequency and analog front end solutions, digital signal processors and high speed interfaces. In the home entertainment market, the Company’s technology platform enables it to design highly integrated solutions with customized software for set-top boxes. The Company’s solutions optimize signal processing performance under demanding operating conditions typically found in emerging market environments. In the cloud computing market, the Company offers high performance, low power memory interface solutions that enable memory intensive server applications.

a. Basis of Presentation

The consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany transactions have been eliminated upon consolidation. The consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”). The Company’s fiscal year end is December 31.

The unaudited consolidated financial statements and related footnotes have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of the Company’s management, reflect all adjustments, which consist only of normal recurring adjustments, necessary for the fair statement of those unaudited consolidated financial statements and related footnotes for interim periods.

b. Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of net revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements mainly include share-based compensation, allowance for doubtful accounts, inventory write-down, allowance for deferred tax assets, provision for uncertain tax positions, and estimated useful lives of equipment and intangible assets.

c. Cash and Cash Equivalents

The Company considers all cash on demand and time deposits with original maturities of less than three months to be cash and cash equivalents.

d. Short-term Investments

Highly liquid investments with original maturities of greater than three months and less than one year are classified as short-term investments. For investments in financial instruments with variable interest rates indexed

F-8

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

to the performance of underlying assets, the Company elected the fair value method at the date of initial recognition and remeasured these investments subsequently at fair value. Changes in the fair value are reflected as interest income in the consolidated statements of operations and comprehensive income (loss).

The Company has revised the consolidated statements of cash flows for the year ended December 31, 2012 to present investment income of $141 as an operating cash inflow versus as an investing item. The impact of this revision is not material to the Company’s previously reported operating or investing cash flows, and had no impact on total cash flows.

e. Fair Market Value of Financial Instruments

Fair value reflects the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the assets or liabilities.

The Company applies a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. This guidance specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:

Level 1—Valuation techniques in which all significant inputs are unadjusted quoted prices from active markets for assets or liabilities that are identical to the assets or liabilities being measured.

Level 2—Valuation techniques in which significant inputs include quoted prices from active markets for assets or liabilities that are similar to the assets or liabilities being measured and/or quoted prices for assets or liabilities that are identical or similar to the assets or liabilities being measured from markets that are not active. Also, model-derived valuations in which all significant inputs and significant value drivers are observable in active markets are Level 2 valuation techniques.

Level 3—Valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The fair value guidance describes three main approaches to measure the fair value of assets and liabilities: (1) market approach, (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.

When available, the Company uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Company will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates.

The carrying amount reflected in the balance sheet for cash and cash equivalents, accounts receivable, prepaid and other current assets, accounts payable, accrued expenses and other current liabilities, approximate

F-9

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

their fair value due to the short-term nature of these financial instruments. The fair market value of outstanding warrants that were exercised to purchase convertible preferred shares in June 2010 was classified as Level 3 financial instruments.

There were no financial assets and liabilities classified as Level 3 financial instruments as of December 31, 2011 and 2012 and June 30, 2013 (unaudited).

The following table sets forth the financial instruments, measured at fair value by level within the fair value hierarchy as of December 31, 2011:

			Fair value measurements at reporting date using
Items	As of December 31, 2011		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash	$	16,438	$	16,438	$	—	$	—
Time deposits with the maturity term below 3 months		6,905		6,905		—		—
	$	23,343	$	23,343	$	—	$	—

The following table sets forth the financial instruments, measured at fair value by level within the fair value hierarchy as of December 31, 2012:

			Fair value measurements at reporting date using
Items	As of December 31, 2012		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash	$	12,175	$	12,175	$	—	$	—
Time deposits with the maturity term below 3 months		9,405		9,405		—		—
Short-term investments		6,472		—		6,472		—
	$	28,052	$	21,580	$	6,472	$	—

The following table sets forth the financial instruments, measured at fair value by level within the fair value hierarchy as of June 30, 2013 (unaudited):

			Fair value measurements at reporting date using
Items	As of June 30, 2013		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash	$	7,872	$	7,872	$	—	$	—
Time deposits with the maturity term below 3 months		6,049		6,049		—		—
Time deposits with the maturity term of three months or more but due within one year		4,000		4,000		—		—
Short-term investments		18,947		—		18,947		—
	$	36,868	$	17,921	$	18,947	$	0

F-10

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

As of December 31, 2012, and June 30, 2013 (unaudited), the investments measured at fair value by level 2 are issued by banks with variable interest rates indexed to performance of underlying assets, from 4.60% to 4.80% and from 4.05% to 6.20%, respectively. Since these investments’ maturity dates are within one year, they are classified as short-term investments. To estimate the fair value of the short-term investments, the Company refers to the quoted rate of return provided by the bank at the end of each period using the discounted cash flow method. The Company classifies the valuation techniques that use these inputs as Level 2 of fair value measurements. For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013, the Company recorded in the consolidated statements of operations and comprehensive income (loss) a change in the fair value of short-term investments in the amount of $0, $0, $141, $20 (unaudited) and $162 (unaudited), respectively.

For changes in the fair value of warrant liabilities for the year ended December 31, 2010 and assumptions used for the fair value measurement of the Level 3 warrant liabilities, please see Note 9.

f. Concentration of Credit Risks

Financial instruments that potentially subject the Company to significant concentration of credit risk consist primarily of cash and cash equivalents and accounts receivable.

As of December 31, 2011 and 2012, and June 30, 2013 (unaudited), substantially all of the Company’s cash and cash equivalents and short-term investments were held by reputable financial institutions in the jurisdictions where the Company and its subsidiaries are located. The Company believes that it is not exposed to unusual risks as these financial institutions have high credit quality. The Company has not experienced any losses on its deposits of cash and cash equivalents, and short-term investments.

The following table summarizes the percentage of the Company’s revenue and accounts receivable represented by distributors and customers with balances over 10% of total revenue:

	Year Ended December 31,									For the Six Months Ended June 30,
Revenue	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Company A		21	%		33	%		9	%		6	%		6	%
Company B		19	%		9	%		5	%		8	%		3	%
Company C		33	%		36	%		18	%		26	%		8	%
Company D		0	%		0	%		50	%		34	%		71	%

	As of December 31,						As of June 30,
Accounts receivable	2011			2012			2013
							(unaudited)
Company B		18	%		1	%		2	%
Company D		68	%		89	%		78	%

The Company establishes credit limits for each distributor and customer and reviews such limits prior to product shipment. The Company has not experienced any credit loss from its distributors and customers.

F-11

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

g. Accounts Receivable and Allowance for Doubtful Accounts

The Company records its accounts receivable as invoiced. The Company performs ongoing assessments of the credit worthiness of its customers. The Company will establish an allowance for doubtful accounts based upon its assessment of the collectability of specific customer accounts. There was no allowance for doubtful accounts or any write-offs of accounts receivable for the years ended December 31, 2010, 2011 and 2012 and for the six months ended June 30, 2012 (unaudited) and 2013 (unaudited).

h. Inventories

Inventories include work in progress and finished goods (which the Company defines as products that are completed and have passed final quality testing of production by third-party contract manufacturers, but have not necessarily been packaged), and are stated at the lower of cost or market. Cost is determined on a first-in, first-out basis. Inventory reserves are established based on estimated obsolescence or marketability of the specified inventory. The reserve that is established is equal to the difference between the cost of the inventory and the estimated realized value based upon management assumptions. These assumptions include estimates of future demand and market conditions in which the product is sold. Once the inventory is written down, a new cost basis is established and it is not reversed.

i. Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is provided on property and equipment over the estimated useful lives ranging from three to five years on a straight-line basis. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or lease terms. Repairs and maintenance are charged to expense as incurred. Useful lives by asset category are as follows:

Asset Category	Years
Office equipment	3-7 years
Leasehold improvements	Shorter of lease term or estimated useful life
Equipment	3-5 years
Furniture and fixtures	3-7 years

j. Intangible assets

Intangible assets include acquired assembled workforce and licenses and are amortized on a straight-line basis over their estimated useful lives, which range from 18 to 36 months.

k. Impairment of long-lived assets and intangible assets

For long-lived assets including amortizable intangible assets, the Company evaluates for impairment whenever events or changes (triggering events) indicate that the carrying amount of an asset may no longer be recoverable. The Company assesses the recoverability of the long-lived assets by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to be received from use of the assets and their eventual disposition. Such assets are considered to be impaired if the sum of the expected undiscounted cash flows is less than the carrying amount of the assets. The impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. There were no impairments for long-lived assets and intangible assets for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 (unaudited) and 2013 (unaudited).

F-12

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

l. Revenue Recognition

The Company’s revenue is generated from the sale of its semiconductor solutions sold into the home entertainment and cloud computing markets. In the home entertainment market, the Company sells set-top box solutions which consist of highly integrated semiconductors and embedded software. The Company does not deliver software as a separate product in connection with the sale of the Company’s solutions nor is any software upgrade offered after the sale of the Company’s solutions.

The Company recognizes revenue only when all of the following criteria are met: (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the price to the customer is fixed or determinable, and (iv) collection of the resulting receivable is reasonably assured.

The Company sells substantially all of its set-top solutions through third-party independent distributors under agreements allowing for pricing credits and/or rights of return. It sells substantially all of its memory interface products to memory module manufacturers. For direct sales to end customers, the Company recognizes revenue at the time of shipment to its end customers when all of the above criteria are met. For sales through distributors, the Company defers the recognition of revenue and related product costs until the sale and delivery by the distributor to the end customer occurs because returns or price adjustments cannot be reliably estimated due to rapid changes in technology, consumer preferences and prices. Upon shipment to the distributor, the Company records an accounts receivable from the distributors based on the amount it is entitled to bill the distributors according to contractual arrangements. This amount less related costs of products delivered is recorded as deferred margin, net on the consolidated balance sheet (See Note 1.n below). If the distributors’ margin to the end customer is greater/lower than the distributor’s margin agreed in the contractual agreement, the distributor will receive a debit/credit for the difference.

The Company does not accept product returns from customers except for returns to satisfy warranty claims (See Note 1.o below).

m. Cost of Revenue

Cost of revenue includes cost of materials, such as wafers processed by third-party foundries, cost associated with packaging and assembly, test and shipping, cost of personnel, including share-based compensation, logistics and quality assurance, warranty cost, and write down of inventories.

n. Deferred Margin, Net

The Company defers revenue recognition on sales to distributors until its products are sold by the distributors to end customers, which is when the selling price to the distributor is fixed or determinable. Deferred margin, net is calculated as: 1) deferred revenue that is recorded based on the amount of the sale price that the Company is entitled to bill the distributor at the time of shipment to the distributor based on terms of the distribution agreement, less 2) deferred cost of revenue, representing the costs of products shipped to the distributor.

Under the Company’s contract with LQW Technology Company Limited (“LQW”), which has been a distributor for the Company’s products since October 2011 and was the Company’s largest distributor in 2012 and the six months ended June 30, 2013, the Company is entitled to bill only a portion of the total sale price at the time of shipment (deferred revenue), with the remainder billed upon sale by LQW to the end customer. Upon sale by LQW to the end customer, the Company bills the remaining sale price to LQW and recognizes this amount as revenue directly (rather than initially as deferred revenue) and also recognizes the previously deferred amount as revenue, as the sale price is fixed and determinable and all criteria for revenue recognition have been met.

F-13

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

For the Company’s other distributors, the Company is typically entitled to bill the entire sale price at the time of shipment, which is recorded as deferred revenue upon shipment and recognized as revenue when sales from the distributors to end customers occur.

The distributors resell the Company’s products to end customers at a range of individually negotiated prices based on a variety of factors, including the identity of the end customer and its historical relationship with the Company, the type of product sold and sales quantity. With reference to these factors, according to the terms of the Company’s distribution agreement with the distributor, the Company adjusts the original sale price to the distributor based on the actual resale price from the distributor to end customer. Primarily because of the uncertainty related to the final price, the Company defers recognition of revenue and cost of sales to distributors until the products are sold by the distributors to end customers. The amount of gross margin the Company recognizes in future periods may be more than or less than the originally recorded deferred margin, net as a result of any price adjustment. The Company records price adjustments against deferred margin, net at the time of the distributor’s sale to the end customer.

For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013, the total net price adjustments were a downward adjustment of $1,424, or 4.9% of total revenue, an upward adjustment of $341, or 0.7% of total revenue, and a downward adjustment of $256, or 0.3% of total revenue, a downward adjustment of $62 (unaudited), or 0.2% of total revenue and a downward adjustment of $98 (unaudited), or 0.2% of total revenue, respectively. The decreasing trend in total price adjustments was primarily due to increased sales of solutions that had relatively stable pricing and an increasing proportion of sales to LQW for which the majority of the sale price was billed at the time LQW completed its sales to the end customer. For the portion of sales to LQW that the Company bills at the time LQW completes the sale to the end customer, the Company records the billed amount directly to revenue. Therefore, no price adjustment is necessary.

Deferred cost of revenue, a component of deferred margin, net, is stated at the lower of cost or market value. The Company evaluates whether its deferred cost of revenue has been impaired based on expected net cash flows to be received for the deferred items. There was no impairment for deferred cost of revenue for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 (unaudited) and 2013 (unaudited).

o. Warranty

The Company provides a one-year product warranty. The Company establishes a reserve for the estimated cost of the product warranty at the time revenue is recognized. The reserves established are regularly monitored based upon historical experiences and any actual claims are charged against the reserve. Warranty reserves are recorded as a cost of net revenue. The warranty cost incurred during the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013 were $211, $75, $255, $ 24 (unaudited) and $121 (unaudited), respectively.

p. Research and Development Expense

Research and development costs are expensed when incurred and consist primarily of personnel-related expenses, including salaries, bonuses, share-based compensation and employee benefits. Research and development expense also includes new product engineering mask costs, prototype integrated circuit packaging and test costs, computer-aided design software license costs, intellectual property license costs, reference design development costs, development testing and evaluation costs and depreciation expense.

F-14

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

q. Government Funded Research and Development Projects

The Company participates in research and development projects which are funded by the People’s Republic of China (“PRC”) government under agreed upon written agreements. Under these government funded projects, the Company records the government funds as accrued liabilities when received and such funds are subsequently recognized as a reduction to expenses in the period when the Company has reasonable assurance that it has complied with the conditions attached to the agreement. This is typically after the Company passes a review process. If an agreement does not carry any conditions, the Company records the amount as a reduction of research and development expense in the period the cash is received. For government funds specifically approved for the purchase of depreciable assets, the related funds received are recorded as a reduction to the carrying value of the related assets. For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013, the Company recorded $0, $0, $1,025, $0 (unaudited) and $396 (unaudited) government funding as a deduction to expense, respectively. For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 (unaudited) and 2013 (unaudited), the Company has not incurred or recorded any reduction to the carrying value of the related assets. As of December 31, 2011 and 2012 and June 30, 2013, the Company has recorded an accrued liability for cash funding received from the PRC government of $3,273, $3,055, and $3,576 (unaudited), respectively, because the government had not commenced its review of the research and development projects qualified for funding at the end of the respective periods.

r. Operating Leases

The Company records rent expense on a straight-line basis over the lease term. Any difference between rent expensed and rent paid is recorded as deferred rent.

s. Share-Based Compensation

The Company has adopted a share incentive plan under which options to purchase ordinary shares (“Share Options”) and Restricted Share Awards (“RSA”) have been granted to employees, consultants and directors. Under the plan, the Company is authorized to issue equity awards equal to 16,416,360 ordinary shares as of December 31, 2012 and June 30, 2013 (unaudited), respectively. Share Options granted expire ten years from the date of grant and generally vest over four years, with 25% on the first anniversary of the date of grant and monthly thereafter over the remaining vesting period. RSAs have various vesting periods determined by the plan administrator, and generally vest over four years, with 25% on each anniversary of the vesting commence date.

The Company recognizes a compensation expense for Share Options and RSAs granted to employees based on their estimated fair value on the grant date on a straight-line basis over the requisite service period, which is the period during which the employee is required to provide services in exchange for the award. The Company uses the Black-Scholes option pricing model to determine the fair value of the Share Options granted and RSA’s fair value is determined based on the fair value of the Company’s ordinary shares on grant date.

The fair value of options granted to non-employees is determined using the Black-Scholes option pricing model. The fair value of unvested options and restricted shares granted to non-employees is re-measured at each reporting period until the options and restricted shares are fully vested.

t. Sales, General and Administrative Expense

Sales, general and administrative expense primarily includes personnel-related expenses, including salaries, bonuses, share-based compensation and employee benefits. Sales, general and administrative expense also

F-15

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

includes field application engineering support, commissions to independent sales representatives, travel costs, professional and consulting fees, legal fees, trade shows, depreciation expense and occupancy costs.

u. Income Taxes

The Company accounts for income taxes using the asset and liability approach. Deferred tax assets and liabilities are recorded for the tax consequences attributable to the differences between the carrying amounts of existing assets and liabilities in the financial statements and their respective tax basis, and operating loss carry-forwards. Deferred tax assets and liabilities are measured using tax rates enacted and expected to apply to taxable income in the years in which the temporary differences are expected to be recovered or settled.

Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is considered that it is more likely than not that some portion of or all of the deferred tax assets will not be realized. In making such determination, the Company considers factors including future reversals of existing taxable temporary differences, future profitability and tax planning strategies. If events were to occur in the future that would allow the Company to realize more of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the deferred tax assets that would increase income for the period when those events occurred. If events were to occur in the future that would require the Company to realize less of its deferred tax assets than the presently recorded net amount, an adjustment would be made to the valuation allowance against deferred tax assets that would decrease income for the period when those events occurred. Significant management judgment is required in determining income tax expense and deferred tax assets and liabilities.

The Company applies the authoritative guidance for the accounting for uncertainty in income taxes. The guidance requires that the tax effect of a position be recognized only if it is “more likely than not” to be sustained based solely on the technical merits of tax laws and regulations as of the reporting date. The Company assesses its tax position and benefits by evaluating numerous factors which may require periodic adjustment. The Company’s financial statements reflect only those tax positions that are more likely than not to be sustained under examination.

v. Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive income (loss) includes certain changes in equity that are excluded from net income (loss), such as the differences for translation of subsidiaries’ financial statements where the United States dollar (“USD”) is not their functional currency.

w. Net Income (Loss) Per Share

The Company follows the authoritative guide that establishes a two class method for calculating net income (loss) per share. Under the two class method, net income is allocated between ordinary shares and other participating securities based on their participating rights. The guidance requires earnings available to ordinary shareholders, after deducting preferred shares dividends, be allocated between ordinary and preferred shareholders based on each shareholders’ respective rights to dividends, whether or not declared. Basic net income (loss) is calculated by dividing net income (loss) allocable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. Diluted net income (loss) per share is calculated under the as-if-converted method unless the conversion of the preferred shares is anti-dilutive to basic net income per share. Diluted net income (loss) per share is calculated by dividing the net income (loss) allocable to ordinary

F-16

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

shareholders by the weighted average number of ordinary shares outstanding, adjusted for the effects of potentially dilutive ordinary shares, which are comprised of share options, restricted shares and convertible preferred shares. The guidance does not require the presentation of basic and diluted net income (loss) per share for securities other than ordinary shares, therefore net income (loss) per share pertain only to the Company’s ordinary shares.

x. Foreign Currency Translation

The functional currency of the Company and its subsidiaries incorporated in the U.S. and Cayman Islands is the USD. The functional currency of the Company’s three subsidiaries incorporated in Hong Kong is USD as i) two of them, Montage Semiconductor Hong Kong Company Limited and Montage Technology Hong Kong Company Limited, are holding companies with limited cash flows and their cash, paid-in capital and long-term investment are denominated in USD and ii) Montage Technology Company Limited (“MT Company”) historically was responsible for a majority of sales and purchases with external third parties and other group companies. MT Company enters into sale and purchase contracts in USD and settles related receivables and payables in USD. In addition, inter-company charges between MT Company and the Company or its subsidiaries are also denominated and settled in USD. The Company concluded that the primary economic environment in which MT Company operates is in USD. The functional currency of the Company’s subsidiaries incorporated in the PRC, which are mainly for research and development activities of the Company, is the Renminbi (“RMB”) as a majority of their purchases and research and development expenses are denominated and settled in RMB. The functional currency of the Company’s subsidiary incorporated in Taiwan is Taiwan dollars. After the Company’s subsidiary incorporated in Macao was established in June 2013, substantially all of the business transaction under MT Company described above is being conducted by the subsidiary in Macao. The Company determined that the functional currency for the subsidiary in Macao is USD as the primary economic environment in which it operates is in USD.

Monetary assets and liabilities in currency denomination other the functional currency are translated into the functional currency at the rate of exchange in effect at the balance sheet date. Transactions in currencies other than the functional currency during the reporting period are converted into the functional currency at the applicable exchange rate on the day the transaction occurred. Gains and losses resulting from the translation are included in other income (expense), net. For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013, foreign exchange loss (gain) was $269, $495, $126, $(50) (unaudited) and $209 (unaudited), respectively.

The Company has chosen the USD as the reporting currency. For the subsidiaries whose functional currency is not the USD, their assets and liabilities are translated at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates, and revenues, and expenses, gains, and losses are translated using the average exchange rate for the reporting period. Foreign currency translation adjustments are accounted for as accumulated comprehensive income, which is a component of shareholders’ deficit.

y. Appropriations to Statutory Reserves

In accordance with the relevant PRC regulations, the Company’s subsidiaries in the PRC are required to allocate at least 10% of their after-tax profit, after the recovery of accumulated deficit reported under PRC accounting standards, to the general reserve until the general reserve has reached 50% of the registered capital of each subsidiary in PRC. These reserves can only be used for specific purposes and are not transferable to the Company in the form of loans, advances, or cash dividends. For the years ended December 31, 2010, 2011 and 2012 and for the six months ended June 30, 2012 and 2013, the appropriations to statutory reserves for profit making subsidiaries in PRC were $0, $610, $130, $0 (unaudited) and $0 (unaudited), respectively.

F-17

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

z. Employee Benefit Plan

The Company’s subsidiaries incorporated in the PRC participate in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. Chinese labor regulations require the Company’s subsidiaries in PRC to pay to the local labor bureau a monthly contribution at a stated contribution rate based on the monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations. The Company’s subsidiaries in the PRC have no further commitments beyond their monthly contributions. For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013, the Company’s subsidiaries in the PRC contributed a total of $1,111, $1,558, $2,339, $1,057 (unaudited) and $1,496 (unaudited), respectively, to these funds.

The Company’s subsidiaries in Hong Kong and Taiwan contribute to pension funds administrated by independent third parties and have no further payment obligations once the contributions have been paid. The contributions to the schemes are based on a fixed percentage of the employees’ relevant income per month and are expensed as incurred. The Company has no legal or constructive obligation to pay further contributions if the funds do not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013, the Company’s subsidiaries in Hong Kong and Taiwan contributed a total of $0, $0, $10, $0 (unaudited) and $58 (unaudited), respectively, to these funds.

The Company’s subsidiary in the United States does not participate in any pension or similar employee saving plans.

aa. Recent Accounting Pronouncements

In December 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities.” This update requires an entity to disclose both gross and net information about instruments and transactions eligible for offset in the statements of financial position as well as instruments and transactions executed under a master netting or similar arrangement and was issued to enable users of financial statements to understand the effects or potential effects of those arrangements on their financial position. This update is required to be applied retrospectively and is effective for fiscal years, and interim periods within those years, beginning on or after January 1, 2013. The adoption of this update did not have a material impact on the Company’s consolidated financial statements.

In July 2012, the FASB issued ASU 2012-02, “Intangibles — Goodwill and Other: Testing Indefinite Lived Intangible Assets for Impairment.” The update applies to all entities, both public and nonpublic, that have indefinite-lived intangible assets, other than goodwill, reported in their financial statements. Per the update, an entity has the option first to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If, after assessing the totality of events and circumstances, an entity concludes that it is not more likely than not that the indefinite-lived intangible asset is impaired, then the entity is not required to take further action. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if financial statements for the most recent annual or interim period have not yet been issued. The adoption of this update did not have a material impact on the Company’s consolidated financial statements.

F-18

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

In February 2013, the FASB issued ASU 2013-02, “Comprehensive Income: Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income.” This update does not change the current requirements for reporting net income or other comprehensive income in financial statements. However, this update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. This update is effective prospectively for reporting periods beginning after December 15, 2012 for public entities. The adoption of this update did not have a material impact on the Company’s consolidated financial statements.

In March 2013, the FASB issued ASU 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”. This update provides that when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business (other than a sale of in substance real estate or conveyance of oil and gas mineral rights) within a foreign entity, the parent is required to apply the guidance in Subtopic 830-30 to release any related cumulative translation adjustment into net income. Accordingly, the cumulative translation adjustment should be released into net income only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. For an equity method investment that is a foreign entity, a pro rata portion of the cumulative translation adjustment should be released into net income upon a partial sale of such an equity method investment. However, this treatment does not apply to an equity method investment that is not a foreign entity. In those instances, the cumulative translation adjustment is released into net income only if the partial sale represents a complete or substantially complete liquidation of the foreign entity that contains the equity method investment. Additionally, the amendments in this update clarify that the sale of an investment in a foreign entity includes both (1) events that result in the loss of a controlling financial interest in a foreign entity (that is, irrespective of any retained investment) and (2) events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date (sometimes also referred to as a step acquisition). Accordingly, the cumulative translation adjustment should be released into net income upon the occurrence of those events. This update is effective prospectively for fiscal years (and interim reporting periods within those years) beginning after December 15, 2013. The Company is currently evaluating the impact on its financial statements of adopting this update.

On April 22, 2013, the FASB issued Accounting Standards Update No. 2013-07, Presentation of Financial Statements (Topic 205): Liquidation Basis of Accounting. This guidance addresses when and how an entity should apply the liquidation basis of accounting. The amendments in this Update are being issued to clarify when an entity should apply the liquidation basis of accounting. In addition, the guidance provides principles for the recognition and measurement of assets and liabilities and requirements for financial statements prepared using the liquidation basis of accounting. The amendments apply to all entities that issue financial statements that are presented in conformity with U.S. GAAP except investment companies that are regulated under the Investment Company Act of 1940 (the 1940 Act). The amendments are effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. Entities should apply the requirements prospectively from the day that liquidation becomes imminent. Early adoption is permitted. The adoption of this update is not expected to have a material impact on the Company’s consolidated financial statements.

F-19

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

On July 18, 2013, the FASB issued ASU No. 2013-11, Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (Income Taxes - Topic 740). This Update applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. An unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. For example, an entity should not evaluate whether the deferred tax asset expires before the statute of limitations on the tax position or whether the deferred tax asset may be used prior to the unrecognized tax benefit being settled. The amendments in this Update do not require new recurring disclosures. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The Company is currently evaluating the impact on its financial statements of adopting this update.

2. Inventories

Inventories consist of the following:

	As of December 31,				As of June 30, 2013
	2011		2012
	(in thousands)				(unaudited)
Work in progress	$	1,354	$	3,665	$	4,411
Finished goods		5,627		7,451		6,038
	$	6,981	$	11,116	$	10,449

During the second quarter of 2013, in order to prepare for the implementation of a new ERP system, management performed a detailed review of the production processes of the Company’s products and concluded that, upon completion of the final quality testing and prior to packing for shipping, those products should be included in finished goods as they are ready for sale. Previously, products were not classified as finished goods until they were fully packed for shipment. Accordingly, the Company has revised the classification of work in progress and finished goods by stage of production to include completed but not packaged products as finished goods. Management considers that both approaches of segregating work in progress and finished goods have their basis. To ensure the disclosure of inventory is consistent for each of the periods presented, the Company has revised the classification of inventory by stage of completion by now including $5,464 and $7,373 in finished goods as of December 31, 2011 and 2012, respectively that was previously included in work in progress. The impact of this revision had no impact on total inventory balances.

For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013, the Company recorded inventory write-downs of $1,561, $545, $522, $181 (unaudited) and $397 (unaudited), respectively, due to excess and obsolete inventory and lower of cost or market markdown. As of December 31,

F-20

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

2011 and 2012 and June 30, 2013, the Company has a total inventory reserve balance of $2,173, $2,406 and $1,370 (unaudited), respectively. Once the write-down is recorded, it establishes a new cost basis and is not subsequently reversed.

3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

	As of December 31,				As of June 30, 2013
	2011		2012
					(unaudited)
Value-added tax recoverable	$	543	$	486	$	990
Prepaid license fees		150		294		270
Prepayment for material purchase		481		170		302
Rental deposits		316		321		360
Value-added tax refundable on export sales		56		306		235
Other prepaid expenses and other current assets		252		423		402
	$	1,798	$	2,000	$	2,559

4. Property and Equipment, Net

Property and equipment, net consist of the following:

	As of December 31,						As of June  30,     2013
	2011			2012
	(in thousands)						(unaudited)
Office and other equipment	$	2,103		$	3,193		$	3,742
Furniture and fixtures		389			475			628
Leasehold improvements		512			1,354			1,502
		3,004			5,022			5,872
Less: accumulated depreciation and amortization		(1,989	)		(2,738	)		(3,403	)
	$	1,015		$	2,284		$	2,469

For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013, depreciation expense was $313, $405, $742, $275 (unaudited) and $619 (unaudited), respectively.

F-21

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

5. Acquired Intangible Assets, Net

Acquired intangible assets, net consist of the following:

	As of December 31,						As of June  30,     2013
	2011			2012
	(in thousands)						(unaudited)
Assembled workforce(1)	$	—		$	1,900		$	1,900
Technology Licenses		150			150			116
Software		—			—			211
Montage Macao license(2)		—			—			129
Less: accumulated amortization		(56	)		(554	)		(1,065	)
	$	94		$	1,496		$	1,291

For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013, amortization expense was $500, $178, $498, $38 (unaudited) and $662 (unaudited), respectively.

As of December 31, 2012, the Company expects to record estimated amortization expenses of $1,285, $211, $0, $0 and $0 for the years ending December 31, 2013, 2014, 2015, 2016 and 2017, respectively.

As of June 30, 2013, the Company expects to record estimated amortization expenses of $648 (unaudited), $240 (unaudited), $24 (unaudited), $23 (unaudited) and $23 (unaudited) for the six months ended December 31, 2013 and the years ended December 31, 2014, 2015, 2016 and 2017, respectively.

(1) Assembled workforce

On August 23, 2012, Montage Technology Hong Kong Limited, a wholly owned subsidiary of the Company, entered into agreements with a third party to acquire a research and development workforce, intellectual property (“IP”) and computers and office equipment for total cash consideration of $2,016. The acquisition has been completed in September 2012. The Company determined that the acquisition of research and development workforce, IP and computers and office equipment should be accounted for an asset acquisition as the group of assets acquired by the Company did not meet the definition of a business as pursuant to ASC 805. The Company allocated the total consideration to the acquired research and development workforce, IP (which was obsolete) and computers and office equipment with the amount of $1,900, $0 and $116, respectively, on the acquisition date. The research and development workforce is recorded as assembled workforce and amortized on a straight line basis over 18 months as the Company expected the acquired workforce to provide economic benefit to the Company during this period based on the Company’s prior experience in developing research and development workforce and conducting research and development activities.

(2) Montage Macao license (unaudited).

The Company entered into a memorandum of understanding to acquire Sonoma Commercial Offshore, Ltd, a Macao Offshore Company, which was subsequently renamed Montage Technology Commercial Offshore Limited (“Montage Macao”), to be the principal entity in the Company’s international corporate structure. The acquisition of Montage Macao was completed in May 2013 when Montage Macao completed its registration with the Macao government and the Company took control over Montage Macao. Montage Macao did not have any assets or liabilities other than a qualification license as a commercial offshore entity in Macao. The Company determined that the acquisition of Montage Macao shall be accounted for as an asset acquisition of its commercial offshore license qualification in Macao as it did not meet the definition of a business as pursuant to ASC 805-20-20 and ASC 805-

F-22

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

10-55-4 through 805-10-55-9. The useful life of the commercial offshore license qualification in Macao is indefinite as long as the Company maintains its offshore business in Macao. Therefore, the acquisition cost of $129 for the commercial offshore license is not amortized and shall be tested for impairment annually or more frequently if events or changes in circumstances indicate that the commercial offshore license might be impaired pursuant to ASC 350-30-35-18 through 35-20.

6. Short-Term Loans

The short-term bank loans outstanding as of December 31, 2011 and 2012 carried a weighted average interest rate of 6.35%, and 5.88%, per annum, respectively. The borrowings were repayable in one year of their respective draw-down date. Proceeds from short-term bank borrowings were for working capital purposes. None of the short-term bank loans bear financial covenants or restrictions.

Short-term bank loans as of December 31, 2011 and 2012 were all denominated in RMB.

The Company repaid the outstanding short-term bank loans of $795.5 and $795.5 upon maturity in January and February 2013, respectively.

7. Accrued Liabilities

Accrued liabilities consist of the following:

	As of December 31,				As of June  30,     2013
	2011		2012
	(in thousands)				(unaudited)
Government funding for research and development projects	$	3,273	$	3,055	$	3,576
Accrued employee compensation and other employee expenses		2,196		4,505		3,960
Accrued research and development expenses		1,317		28		—
Accrued royalty on licensed technology		466		—		—
Advances from customers		141		230		10
Accrued warranty		111		149		166
Accrued professional service fee		33		497		1,895
Proceeds received for early exercised options		9		—		10
Other accrued liabilities		545		644		599
	$	8,091	$	9,108	$	10,216

8. Deferred Margin, Net

Deferred margin, net consists of the following:

	As of December 31,						As of June 30,       2013
	2011			2012
	(in thousands)						(unaudited)
Deferred revenue	$	12,685		$	15,878		$	18,647
Deferred cost of revenue		(7,538	)		(14,678	)		(17,170	)
	$	5,147		$	1,200		$	1,477

F-23

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

The deferred revenue and deferred cost of revenue on sales to distributor activities for the years ended 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013 were as follows:

	For the Years Ended December 31,									Six Months Ended June 30,
	2010			2011			2012			2012			2013
	(in thousands)									(unaudited)			(unaudited)
Balance at the beginning of the period	$	1,979		$	828		$	5,147		$	5,147		$	1,200
Revenue deferred upon shipment to distributors		23,739			53,085			40,456			16,247			19,928
Cost of sales deferred upon shipments to distributors		(14,933	)		(23,426	)		(31,655	)		(9,433	)		(15,891	)
Revenue recognized upon resale from distributors to end customers		(23,780	)		(43,747	)		(37,007	)		(18,453	)		(17,063	)
Cost of sales recognized upon resale from distributors to end customers		15,247			18,066			24,515			7,256			13,401
Price adjustments to distributors		(1,424	)		341			(256	)		(62	)		(98	)
Balance at the end of period	$	828		$	5,147		$	1,200		$	702		$	1,477

The following table shows reconciliation from revenue recognized upon resale from distributors to end customers as included in the above table to revenue recorded in the consolidated statements of operations and comprehensive income (loss) for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013:

	For the Years Ended December 31,						Six Months Ended June 30,
	2010		2011		2012		2012		2013
	(in thousands)						(unaudited)		(unaudited)
Revenue recognized upon resale from distributors to end customers (through deferred revenue)	$	23,780	$	43,747	$	37,007	$	18,453	$	17,063
Revenue recognized upon resale from LQW to end customers (recorded directly in revenue)*		—		—		29,007		8,827		22,979
Revenue recognized for the Company’s sales directly to end customers		5,298		6,591		12,231		6,657		5,350
Total	$	29,078	$	50,338	$	78,245	$	33,937	$	45,392

* LQW has been a distributor for the Company’s products since October 2011 and no revenue was recognized through sales by LQW for the year ended December 31, 2011. As discussed in note 1n, the Company is entitled to bill only a portion of the total sale price at the time of shipment (deferred revenue), with the remainder billed upon sale by LQW to the end customer. The portion of the total sale price that the Company is not entitled to bill at the time of shipment to LQW is recorded directly in revenue upon sale by LQW to the end customers.

F-24

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

9. Convertible Preferred Shares

Convertible preferred shares consist of the following as of December 31, 2012:

Convertible Preferred Shares	Issuance date	Par Value Per Share		Subscription Price Per Share			Shares					Carrying amount		Liquidation Value
							Authorized			Outstanding
Series A	April 23, 2004 and August 31, 2004	$	0.005	$	0.50			12,000,000			12,000,000	$	6,000	$	6,000
Series B	June 19, 2006		0.005		1.2905			11,703,540	(1)		8,314,608		13,949		10,730
Series B issued upon exercise of warrant	December 20, 2007		0.005		1.0160						2,325,000		3,071		2,362
Series B-1	May 18, 2007		0.005		1.5994			11,379,273			10,123,189		21,048		16,191
Series B-2	October 8, 2009 October 22, 2009 June 30, 2010		0.005		1.1196	(2)		8,928,786			7,098,523		10,309		7,947
								44,011,599			39,861,320	$	54,377	$	43,230

Convertible preferred shares consist of the following as of June 30, 2013 (unaudited):

Convertible Preferred Shares	Issuance date	Par Value Per Share		Subscription Price Per Share			Shares					Carrying amount		Liquidation Value
							Authorized			Outstanding
Series A	April 23, 2004 and August 31, 2004	$	0.005	$	0.50			12,000,000			12,000,000	$	6,000	$	6,000
Series B	June 19, 2006		0.005		1.2905			11,703,540	(1)		8,314,608		13,949		10,730
Series B issued upon exercise of warrant	December 20, 2007		0.005		1.0160						2,325,000		3,071		2,362
Series B-1	May 18, 2007		0.005		1.5994			11,379,273			10,123,189		21,048		16,191
Series B-2	October 8, 2009 October 22, 2009 June 30, 2010		0.005		1.1196	(2)		8,928,786			7,098,523		10,323		7,947
								44,011,599			39,861,320	$	54,391	$	43,230

(1) Authorized shares for Series B convertible preferred shares issued on June 19, 2006 also included shares authorized for Series B convertible preferred shares issued upon exercise of warrant on December 20, 2007.

(2) Pursuant to the Company’s Amended and Restated Memorandum and Articles dated September 2009, the subscription price for Series B-2 convertible preferred shares represents the weighted average price of the shares issued in October 2009 and June 2010, respectively.

The Company’s Board of Directors is authorized to determine the rights of each offering of convertible preferred shares including, among other terms, dividend rights, voting rights, conversion rights, redemption

F-25

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

prices and liquidation preferences, if any, subject to the limitations of applicable laws, regulations and its charter. The following summarizes the terms of each series of convertible preferred shares:

Conversion Rights

Each share of Series A, Series B, Series B-1 and Series B-2 is convertible, at the holder’s option, into such number of fully paid and nonassessable ordinary shares as is determined by dividing the applicable original issuance price by the conversion price which is the same as the original issue price.

In the event of the issuance of additional ordinary shares, subject to certain exclusions, at a price per share less than the conversion price for any series of convertible preferred shares in effect on the date of such issuance, the conversion price for that series will be adjusted based on a weighted average anti-dilution formula. The conversion price is also subject to adjustment based on certain other anti-dilution provisions. Each convertible preferred share will automatically convert into ordinary shares at its then effective conversion rate immediately upon the closing of an initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, covering the offer and sale of ordinary shares with gross proceeds to the Company of not less than $50 million at a price per share of at least $5.00 (“Qualified IPO”). The Company is required to reserve and keep available, out of its authorized but unissued ordinary shares, 40,408,994 shares for the conversion of convertible preferred shares.

In connection with the issuance of Series B-2 upon the exercise in full of all the Series B-2 warrants, the weighted average price for Series B-2 originally issued in October 2009 and Series B-2 issued upon exercise of warrant in June 2010 was $1.1196 per share, which was less than the original conversion price of Series B issued on June 19, 2006 and Series B-1, the conversion price for Series B issued on June 19, 2006 and Series B-1 was adjusted to $1.2686 and $1.5380 per share, respectively, on August 18, 2010. After such adjustment, each Series B issued on June 19, 2006 and Series B-1 share is convertible into approximately 1.0173 and 1.040 ordinary shares, respectively.

Dividends

The holders of each series of convertible preferred shares are entitled to receive noncumulative dividends per annum when and if declared by the Board of Directors. The Series A, Series B, Series B-1 and Series B-2 convertible preferred shares are entitled to dividends at 8% of the original issuance price per share. After the foregoing dividend payments, if any, have been made in full in a given calendar year, any dividends declared by the Board out of funds legally available shall be shared ratably among the holders of ordinary shares; provided, however, that any non-cash dividends shall be shared ratably among the holders of ordinary and preferred shares on an as-if-converted basis. No dividends have been declared or paid to date.

Liquidation

In the event of any liquidation, dissolution or winding up of the Company, whether voluntarily or involuntary, including a consolidation, merger or acquisition or sale of assets where the beneficial owners of the Company’s ordinary shares and convertible preferred shares own less than a majority of the resulting voting power of the surviving entity, the holders of Series A, Series B, Series B-1 and Series B-2 convertible preferred shares are entitled to receive an amount equal to 100% of the subscription price per share, based on the number of preferred shares plus any declared but unpaid dividends prior to the distribution to the ordinary shares. The remaining assets, if any, shall be distributed among the holders of ordinary shares on a pro rata basis based on the number of shares they hold.

F-26

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

Voting Rights

The holders of each preferred share are entitled to the number of votes equal to the number of ordinary shares into which such preferred shares are converted.

Redemption Rights

The holders of the Company’s Series B and B-1 preferred shares hold redemption rights such that at any time after June 19, 2011, if at least two-thirds of the holders of Series B and B-1 convertible preferred shares, voting together, elect to redeem their shares, the Company shall redeem all Series B and B-1 convertible preferred shares. The holders of the Company’s Series B-2 convertible preferred shares hold redemption rights such that at any time after June 1, 2013, if at least two-thirds of the holders of Series B-2 elect to redeem their shares, the Company shall redeem all Series B-2 convertible preferred shares. The redemption price available to Series B, B-1 and B-2 shall be 130% of subscription price per share, plus all declared and unpaid dividends.

The aggregate amount of redemption for all issued redeemable preferred shares each year for the five years following December 31, 2012 is $48,399, respectively.

Accretion

In accordance with authoritative guidance and consistent with the accounting for Series B, B-1 and B-2 convertible preferred shares, the carrying value of the Series B, B-1 and B-2 convertible preferred shares is adjusted for accretion to the redemption price over the period from the date of issuance to the first possible redemption date (June 19, 2011 for Series B and B-1 and June 1, 2013 for Series B-2) using the effective interest rate method. For the years ended December 31, 2010, 2011 and 2012, the accretion to the carrying value of Series B, B-1 and B-2 was summarized as follows:

	First Possible Redemption Date		Year Ended December 31,
			2010		2011		2012
Series B		June 19, 2011	$	905	$	444	$	—
Series B issued upon warrant exercise		June 19, 2011		55		26		—
Series B-1		June 19, 2011		1,274		623		—
Series B-2		June 1, 2013		279		54		55
Total			$	2,513	$	1,147	$	55

For the six months ended June 30, 2012 and 2013, the accretion to the carrying value of Series B, B-1 and B-2 was summarized as follows:

	First Possible Redemption Date		For the Six Months Ended June 30,
			2012		2013
			(unaudited)		(unaudited)
Series B		June 19, 2011		—		—
Series B issued upon warrant exercise		June 19, 2011		—		—
Series B-1		June 19, 2011		—		—
Series B-2		June 1, 2013	$	28	$	23
Total			$	28	$	23

F-27

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

In absence of retained earnings, the accretion is charged to additional paid-in capital. Once previously recorded additional paid-in capital has been reduced to zero, further accretion charge is recorded in accumulated deficit.

Warrants

In connection with the Series B-2 convertible preferred share financing agreement in 2009, the Company issued warrants to purchase 3,098,067 Series B-2 convertible preferred shares at an exercise price of $0.50 prior to June 30, 2010. On June 30, 2010, the warrants were exercised in full to purchase Series B-2 and total cash consideration of $1,549 and extinguishment of warrant liabilities of $1,989 as of exercise date was recorded in the carrying value of Series B-2.

The Company followed the authoritative guidance which requires liability classification for warrants issued that are exercisable into convertible preferred shares. Liability classification requires the warrants to be remeasured to their fair value for each reporting period. The warrants were exercised in 2010 and, for the year ended December 31, 2010, the Company expensed $37 reflecting the change in the fair value of the warrants recorded at the time of exercise.

The Company utilized the service of an independent third party specialist to determine the fair value of the warrants, which took into consideration the underlying price of ordinary shares, a risk-free interest rate, expected term and expected volatility. Certain inputs used in the model are unobservable. As a result, the valuation of the warrant was categorized as Level 3 in accordance with ASC 820, Fair Value Measurement.

In determining the fair value of the warrants, the Company applied the Black-Scholes pricing model with the following assumptions used:

	January 1, 2010
Expected volatility (%)(1)		43.55	%
Expected dividend yield (%)(2)		0	%
Expected term (years)(3)		0.5
Risk-free interest rate (per annum) (%)(4)		1.162	%

(1) The expected volatility was estimated based on the historical volatility of comparable companies in the period equal to average time to expiration.

(2) The expected dividends are considered to be zero because the Company has no history or expectation of paying dividends on its ordinary shares.

(3) The expected term was determined based on the period between the valuation date and the expiration date as the warrants are transferable.

(4) The risk-free interest rates are based on the yield of government securities with similar time duration as the expected term.

For the year ended December 31, 2010, the changes in the fair value of warrant liabilities were summarized as follows:

	Amount
Balance as of January 1, 2010	$	1,952
Changes in the fair value prior to warrant exercise on June 30, 2010		37
Transferred warrant liabilities to carrying value of Series B-2 preferred shares		(1,989	)
Balance as of December 31, 2010	$	—

F-28

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

10. Share-Based Compensation

The Company’s 2006 Share Incentive Plan (“Plan”) was adopted in June 2006. The Plan provides for the issuance of incentive stock options (ISOs), nonstatutory stock options (NSOs) and restricted share awards (RSAs). NSOs may be granted to employee, directors and consultants, while ISOs may be granted only to employees and RSAs may be granted to employees, directors or non-employees. Share options granted vest over a maximum period of four years and expire ten years from the date of the grant. Share options generally vest over four years, one-quarter on the first anniversary of the date of the grant and monthly thereafter for the remaining three years. RSAs have various vesting periods determined by the plan administrator, and generally vest over four years, with 25% on each of the anniversary of the vesting commence date. As of December 31, 2011 and 2012, and June 30, 2013, the number of ordinary shares authorized for equity award issuance under the Plan was 11,640,000, 16,416,360 and 16,416,360 (unaudited) shares, respectively.

Share Options

The Company uses the Black-Scholes valuation model to calculate the fair value of share options. The fair value of share options granted to employees is estimated as of the grant date. The fair value of the share options granted to non-employees is re-measured at each reporting date. The assumptions used in valuation were as follows:

	Year Ended December 31,			Six Months Ended June 30,
	2010	2011	2012	2012	2013
				(Unaudited)	(Unaudited)
Risk-free interest rate	2.37%-4.53%	1.42%-4.52%	1.10-3.13%	1.31-3.13%	1.11-3.19%
Expected term (in years)	6 to 10	6 to 10	6 to 10	6 to 10	6 to 10
Dividend yield	—	—	—	—	—
Volatility	50.21%-63.99%	49.29%-57.46%	39.97%-52.66%	48.71%-52.66%	39.69%-48.82%

The risk-free interest rate assumption was based on the yield-to-maturity of the government bond with the longest maturity in the respective countries in which the Company operates.

The assumed dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future.

The expected term was estimated based on the date of the grant, expiration date and vesting period as stated in the share option grant. The expected term was 6 years for employees and, for subsequent re-measurement of options granted to non-employee consultants, the expected term is calculated based on the remaining life of options of originally 10 years.

Due to the Company’s limited historical data, the estimated volatility incorporated the historical volatility of comparable companies whose share prices are publicly available.

In connection with the grant of share options to all participants, the Company recorded share-based compensation of $778, $631, $989, $389 (unaudited) and $1,075 (unaudited) for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013, respectively.

From inception to June 30, 2013, the Company issued share options to certain employees and non- employees under the Plan with exercise prices below the fair value of the Company’s ordinary shares at the date of grant. The Company estimated the fair value of its ordinary shares based upon several factors, including

F-29

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

progress and milestones attained in its business. In accordance with the requirements of ASC 718, the Company has recorded share-based compensation expense based on the fair value of share options at the date of grant or remeasurement date on a straight line basis over requisite service period.

Early Exercise of Employee Share Options

Certain share options granted under the Company’s Plan provide option holders the right to elect to exercise unvested options in exchange for restricted ordinary shares. Unvested shares, which amounted to 10,000, 0 and 25,000 (unaudited) as of December 31, 2011 and 2012 and June 30, 2013 respectively, are subject to a repurchase right held by the Company at the lower of (a) the fair market value of the restricted ordinary shares at the time of the termination, or (b) the original purchase price of the restricted ordinary shares, upon termination of the holder’s status as an employee or consultant. For exercises of employee options, this right usually lapses 25% on the first anniversary of the vesting start date and in 36 equal monthly amounts thereafter. These repurchase terms are considered to be a forfeiture provision and do not result in variable accounting. In accordance with authoritative guidance, the cash received from option holders for the exercise of unvested options is treated as a refundable deposit shown as a liability in the Company’s consolidated financial statements. As of December 31, 2011 and 2012 and June 30, 2013, cash received for early exercise of options totaled $9, $0, and $10 (unaudited), respectively.

Total fair value for share options vested during the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013 was $762, $561, $860, $351 (unaudited) and $635 (unaudited), respectively.

The total compensation cost related to all unvested share option grants not yet recognized as of December 31, 2012 and June 30, 2013 was $4,100 and $13,931 (unaudited), respectively and the weighted-average period over which these grants are expected to vest is 3.33 years and 3.92 (unaudited) years respectively.

F-30

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

Share Options to Employees and Consultants

The following table summarizes information regarding options outstanding starting from 2010 onwards:

	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life		Aggregate Intrinsic Value
Outstanding at December 31, 2010		5,092,580	$	0.20
Granted		1,068,000		0.86
Exercised		173,333		0.35
Forfeited		125,323		0.52
Canceled		63,905		0.21
Outstanding at December 31, 2011		5,798,019		0.31
Granted		1,349,800		3.58
Exercised		265,550		0.25
Forfeited		9,408		0.88
Canceled		36,143		0.19
Outstanding at December 31, 2012		6,836,718	$	0.96
Granted (unaudited)		3,251,900		7.07
Exercised (unaudited)		619,167		0.12
Forfeited (unaudited)		50,044		3.73
Canceled (unaudited)		10,008		0.40
Outstanding at June 30, 2013 (unaudited)		9,409,399	$	3.12		7.20	$	38,376
Exercisable at June 30, 2013 (unaudited)		7,681,208	$	2.84		6.76	$	33,410
Vested at June 30, 2013 (unaudited)		4,525,828	$	0.43		4.76	$	30,624
Vested and expected to vest at June 30, 2013 (unaudited)		8,881,156	$	2.93		7.06	$	37,847

The Company recognized share-based compensation expense for options as follows (in thousands):

	Year Ended December 31,						Six Months Ended June 30,
	2010		2011		2012		2012		2013
							(Unaudited)		(Unaudited)
Operating Expenses
Cost of net revenue		31		13		19		10		15
Research and development		358		356		497		210		399
Sales, general and administrative		389		262		473		169		661

F-31

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

The following table summarizes information about share options outstanding as of December 31, 2012:

	Share Options Outstanding						Share Options Exercisable
Range of Exercise Prices	Shares Outstanding		Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price		Shares Exercisable		Weighted Average Exercise Price
$0.05 - $0.10		2,522,000		3.48	$	0.05		2,522,000	$	0.05
$0.16 - $0.41		2,007,450		6.07		0.39		1,882,242		0.39
$0.88 - $3.77		2,307,268		9.19		2.47		1,188,957		2.47
		6,836,718		6.16	$	0.96		5,593,199	$	0.68

The following table summarizes information about share options outstanding as of June 30, 2013 (unaudited):

	Share Options Outstanding						Share Options Exercisable
Range of Exercise Prices	Shares Outstanding		Weighted Average Remaining Contractual Term (in years)		Weighted Average Exercise Price		Shares Exercisable		Weighted Average Exercise Price
	Unaudited
$0.05—$0.10		2,014,000		2.94	$	0.05		2,014,000	$	0.05
$0.16—$0.41		1,897,866		5.49		0.39		1,818,414		0.38
$0.88—$3.77		2,247,633		8.69		2.45		1,307,794		2.39
$6.41—$7.14		3,249,900		9.80		7.07		2,541,000		7.05
		9,409,399		7.20	$	3.12		7,681,208	$	2.84

Restricted Share Awards

On April 23, 2013, the Company granted 792,800 shares under RSAs under the Company’s 2006 Share Incentive Plan.

The following table summarizes the details related to RSAs, granted and outstanding under the 2006 Share Incentive Plan for the six months ended June 30, 2013:

	Number of Shares			Weighted-Average Grant Date Fair Value Per Share
Outstanding at December 31, 2012		—		$	—
Granted		792,800			7.19
Vested		—			—
Forfeited		(4,300	)		7.19
Outstanding at June 30, 2013 (unaudited)		788,500	(*)	$	7.19

(*) The restricted shares are not included in the outstanding ordinary shares due to their restrictions.

F-32

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

The estimated fair value on the grant date of RSAs was $7.19 per share and the share-based compensation expense related to these awards is calculated based on the estimated fair value of the Company’s ordinary shares on the date of grant, multiplied by the number of RSAs granted. The share-based compensation expense, less the forfeitures, is recorded on a straight-line basis over the requisite service period of the RSAs. As of June 30, 2013, there was $4,674 of unrecognized compensation costs, net of forfeitures related to RSAs granted under the Company’s 2006 Share Incentive Plan. The unrecognized compensation cost is expected to be recognized over a weighted average period of 4.22 years.

In connection with the grant of the RSAs to all participants, the Company recorded share-based compensation of $219 (unaudited) for the six months ended June 30, 2013.

The Company recognized share-based compensation expense for RSAs as follows (in thousands):

	Year Ended December 31,						Six Months Ended June 30,
	2010		2011		2012		2012		2013
							(Unaudited)		(Unaudited)
Operating Expenses
Cost of net revenue	$	—	$	—	$	—	$	—	$	13
Research and development		—		—		—		—		179
Sales, general and administrative		—		—		—		—		27

11. Income Taxes

The Company is incorporated as an international business company with limited liability under International Business Companies Act, 1984 of the British Virgin Islands on March 29, 2004 and continued to, and registered in the Cayman Islands as an exempted company on April 24, 2006. The Company conducts business in several territories including China, Hong Kong, Taiwan, Macao and the United States. The Company is subject to taxation in each of these territories in which it conducts business. As a result, the Company’s worldwide income will be subject to the tax rates in which its income is generated and as such its effective tax rate may fluctuate based on the geographic distribution of its earned income or losses and the applicable tax laws in which those earnings or losses were generated.

Cayman Islands

The Company is not subject to income or capital gains tax.

United States

The Company’s subsidiary incorporated in the U.S. is subject to U.S. federal income taxes at graduated tax rates from 15% to 35% and the income allocated and apportioned to California is subject to California income tax at 8.8%.

Hong Kong

The Company’s subsidiaries incorporated in Hong Kong are subject to income tax rates at 16.5% on their assessable profits.

Macao

As an offshore trading company, the Company’s subsidiary in Macao is not subject to income tax.

F-33

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

Taiwan

The Company’s subsidiary incorporated in Taiwan is subject to income tax rates at 17% on their assessable profits.

PRC

The generally applicable corporate income tax rate in China (referred to herein as an enterprise income tax rate) is 25%. The Company’s principal PRC operating subsidiary enjoys certain preferential tax rates due to its qualification as a qualified integrated circuit design enterprise and a high and new technology enterprise, or HNTE. As a qualified integrated circuit design enterprise, the Company’s principal PRC operating subsidiary is entitled to a two-year enterprise income tax exemption followed by a three-year 50% enterprise income tax rate reduction commencing from the first profit-making year, which was 2010. As a result, the Company’s principal PRC operating subsidiary was exempt from PRC enterprise income tax in 2010 and 2011 and enjoys a preferential 12.5% enterprise income tax from 2012 through 2014. PRC preferential tax treatments are subject to review and may be adjusted or revoked at any time in the future.

Pursuant to the PRC Corporate Income Tax Law, net operating losses can be carried forward 5 years to offset future taxable income.

Income (loss) before income taxes consists of the following:

	Year Ended December 31,
	2010			2011		2012
	(in thousands)
China operations	$	319		$	5,952	$	2,241
Non-China operations		(8,808	)		1,657		17,268
Income (loss) before income taxes	$	(8,489	)	$	7,609	$	19,509

Management’s intention is to indefinitely reinvest any undistributed earnings from its subsidiaries in China, Hong Kong, Taiwan, Macao and the United States. Accordingly, no provision for withholding taxes has been provided nor is it practical to determine the amount of this liability. Upon distribution of those earnings in the form of dividends or otherwise, the Company will be subject to potential withholding taxes in the above-mentioned jurisdictions.

The Company’s worldwide operating income is subject to varying rates and its consolidated effective tax rate is dependent upon the countries in which earnings or loss were realized and the tax laws in effect in each country. The Company is incorporated in the Cayman Islands with foreign subsidiaries in China, Hong Kong, Taiwan, Macao and the United States. Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gains. The laws of the Cayman Islands also provide for the distribution of dividends without any related withholding tax imposed.

F-34

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

Income tax provision consists of the following:

	Year Ended December 31,
	2010			2011			2012
	(in thousands)
Current:
China operations	$	—		$	178		$	263
Non-China operations		76			3,119			888
	$	76		$	3,297		$	1,151
Deferred:
China operations	$	(22	)	$	(208	)	$	(159	)
Non-China operations		—			(452	)		236
	$	(22	)	$	(660	)	$	77
Provision for income taxes	$	54		$	2,637		$	1,228

Income tax provision differed from the amounts computed by applying the statutory income tax rate of 25% for the PRC subsidiaries to pre-tax income (loss) as a result of the following:

	Year Ended December 31,
	2010			2011			2012
	(in thousands)
Income tax at statutory rate	$	(2,122	)	$	1,902		$	4,877
Foreign tax rate differential		1,619			(670	)		(4,144	)
Tax holiday benefit		(374	)		(1,746	)		(161	)
Change in valuation allowance		(63	)		(447	)		(75	)
Provision for uncertain tax position		814			3,646			760
Others		180			(48	)		(29	)
Provision for income taxes	$	54		$	2,637		$	1,228

The following table sets out the reconciliation of statutory income tax rate and the Company’s effective tax rate:

	Year Ended December 31,
	2010			2011			2012
Income tax at statutory rate		25	%		25	%		25	%
Foreign tax rate differential		(19.07	%)		(8.80	%)		(21.24	%)
Tax holiday benefit		4.41	%		(22.95	%)		(0.83	%)
Change in valuation allowance		0.74	%		(5.87	%)		(0.38	%)
Provision for uncertain tax position		(9.59	%)		47.91	%		3.89	%
Others		(2.12	%)		(0.63	%)		(0.15	%)
Effective tax rate		(0.63	%)		34.66	%		6.29	%

Foreign tax rate differential mainly reflected the impact of profit or loss of the Company on the consolidated effective tax rate. The Company, which is a Cayman Islands company, is not subject to income tax and accounted for a significant portion of the Company’s consolidated profit or loss for the years ended December 31, 2010, 2011,

F-35

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

and 2012. The Company was generating losses from its inception through 2010 due to the significant research and development expenses related to new products. The Company achieved profit in 2011 as the sale of products ramped up, and its profit continued to increase in 2012. Due primarily to the increase in the profit of the Company in 2011 and 2012, the foreign tax rate differential was (8.8%) and (21.24%) for 2011 to 2012, respectively.

The Company adopted ASC 740-270 approach for interim period tax computation and reporting. The income tax expense was $553 (unaudited) and $972 (unaudited) for the six months ended June 30, 2012 and 2013, respectively. The year-to-date tax rate was 6.29% (unaudited) and 9.98% (unaudited) for the six months ended June 30, 2012 and 2013, respectively. The year-to-date tax rate for the six months ended June 30, 2012 and 2013, is different from the statutory tax rate primarily because of the foreign tax rate differential as discussed above. The tax rate increase was mainly due to the increase in the total income before tax and the increase in income before tax in the jurisdictions with higher tax rates compared to the prior year as a result of the implementation of the new international structure.

Tax holiday benefit was related to the Company’s subsidiary in the PRC which enjoyed a zero tax rate for the years ended December 31, 2010 and 2011. This subsidiary started to pay income tax at the rate of 12.5% for the year ended December 31, 2012.

For the year ended December 31, 2011, provision of uncertain tax position primarily comprises of a provision made for the unrecognized tax benefit of the Company’s Hong Kong subsidiary which was related to the disallowance of certain cooperative research fee as discussed below.

The aggregated amount and per ordinary share effect of the tax holiday are as follows:

	Year Ended December 31,
	2010		2011		2012
The aggregated dollar effect (in thousands)	$	374	$	1,746	$	161
Per ordinary share effect — basic		0.04		0.16		0.01
Per ordinary share effect — diluted		0.04		0.12		0.01

Temporary differences that gave rise to significant portions of the Company’s deferred tax assets and liabilities were as follows:

	As of December 31,
	2010			2011			2012
	(in thousands)
Deferred tax assets:
Deferred revenue, accruals and reserves	$	396		$	681		$	586
Depreciation and amortization		51			69			83
Net operating loss carryforwards		178			87			50
Total deferred tax assets	$	625		$	837		$	719
Less: valuation allowance		(573	)		(126	)		(51	)
Deferred tax assets, net	$	52		$	711		$	668
Deferred tax liabilities:
Prepaid expense	$	—		$	—		$	(34	)
Deferred tax liabilities	$	—		$	—		$	(34	)

F-36

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

As of December 31, 2010, 2011 and 2012, the Company had deferred tax assets of $625, $837 and $719, respectively. The Company also had a valuation allowance of $573, $126, and $51 as of December 31, 2010, 2011 and 2012, respectively, attributable to management’s determination that it is more likely than not that most of the deferred tax assets will not be realized. Should it be determined that additional amounts of the net deferred tax asset will not be realized in the future, an adjustment to increase the deferred tax asset valuation allowance will be charged to income in the period such determination is made. Likewise, in the event the Company were to determine that it is more likely than not that it would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the valuation allowance for the deferred tax asset would increase income in the period such determination was made.

The following table summarizes the Company’s unrecognized tax benefit:

	As of December 31,
	2010		2011		2012
	(in thousands)
Beginning balance	$	1,411	$	2,215	$	5,851
Increases related to prior year tax positions		—		—		—
Increases related to current year tax positions		804		3,636		757
Ending balance	$	2,215	$	5,851	$	6,608

Interest and penalties of $10, $11, and $3 associated with unrecognized tax benefit were accrued for the years ended December 31, 2010, 2011 and 2012, respectively.

As of December 31, 2010, 2011 and 2012, the total amount of unrecognized tax benefit was $2,215, $5,851, and $6,608, respectively.

The major unrecognized tax benefit for 2011 was related to the potential disallowance of cooperative research fee of $17,140 recorded in the Company’s Hong Kong subsidiary’s books. The cooperative research fee was charged by the Company for the expense incurred for the reimbursement of the research and development services performed by its China subsidiaries.

According to the Hong Kong tax regulations, capital expenditure is generally non-deductible unless otherwise specified. Certain R&D expenditure is deductible provided that certain criteria are satisfied. Based on the current view of the Hong Kong tax authority, it may challenge that the cooperative research fee is capital in nature, and that it also does not satisfy the specific criteria set out in the tax regulations. Although management does not agree with the tax authority’s view, it believes that it is more likely than not that the Hong Kong tax authority will disallow such expense upon tax audit.

For the six months ended June 30, 2013, the Company incurred additional R&D expenditure as discussed above and recorded the unrecognized tax benefit accordingly.

F-37

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

12. Net Income (Loss) Per Share

The following shows the computation of basic and diluted net income (loss) per ordinary share:

	Year Ended December 31,									Six Months ended June 30,
	2010			2011			2012			2012			2013
										(unaudited)			(unaudited)
Numerator
Net income (loss)	$	(8,543	)	$	4,972		$	18,281		$	8,229		$	8,772
Less: Accretion to preferred shares		(2,513	)		(1,147	)		(55	)		(28	)		(23	)
Less: Allocation of net income to participating preferred shares		—			(3,748	)		(15,112	)		(6,844	)		(7,191	)
Numerator for basic calculation		(11,056	)		77			3,114			1,357			1,558
Undistributed earnings re-allocated to ordinary share holders		—			22			1,059			450			471
Numerator for diluted calculation	$	(11,056	)	$	99		$	4,173		$	1,807		$	2,029
Denominator
Denominator for basic calculation, weighted-average number of shares of ordinary share outstanding		10,393,746			10,650,479			10,798,107			10,735,327			11,496,089
Dilutive effect of share option		—			4,160,497			5,118,597			4,882,107			4,899,643
Dilutive effect of restricted shares		—			—			—			—			35,182
Denominator for diluted calculation		10,393,746			14,810,976			15,916,704			15,617,434			16,430,914
Net income (loss) per share
Basic	$	(1.06	)	$	0.01		$	0.29		$	0.13		$	0.14
Diluted	$	(1.06	)	$	0.01		$	0.26		$	0.12		$	0.12

As discussed in Note 9, the Company’s preferred shares are participating securities and as such were included in the calculation of basic earnings per share under the two-class method pursuant to ASC 260-10-45-60A and 60-B. According to the contractual terms of the preferred shares, the preferred shares do not have a contractual obligation to share in the losses of the Company as described in ASC 260-10-45-67. Therefore, no loss was allocated to the preferred shares in the computation of basic loss per share for the years ended December 31, 2010.

For the years ended December 31, 2011 and 2012 and the six months ended June 30, 2012 and 2013, under two-class method for the calculation of net income (loss) per share, the noncumulative dividends of 8% of the original issuance price for each series of preferred share were $3,459, $3,459, $1,729 (unaudited) and $1,729 (unaudited), respectively, whereas the remaining undistributed earnings attributable to preferred shares on as-if-converted basis were $289, $11,653, $5,114 (unaudited) and $5,462 (unaudited), respectively.

For the diluted EPS calculation, the net income allocated to participating preferred shares was decreased by $22, $1,059, $450 (unaudited) and $471 (unaudited), respectively for the years ended December, 31, 2011 and 2012 and the six months ended June 30, 2012 and 2013, due to the inclusion of incremental shares for share options and restricted shares which have a dilutive impact on the basic EPS. As a result, undistributed earnings re-allocated to ordinary shares were $22, $1,059, $450 (unaudited) and $471 (unaudited) respectively, for the years ended December 31, 2011 and 2012 and the six months ended June 30, 2012 and 2013.

F-38

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

The following table sets forth potential shares of ordinary shares that are not included in the calculation of diluted net loss per share because including them would be anti-dilutive as of the end of each period presented:

	Year Ended December 31,						Six Months Ended June 30,
	2010		2011		2012		2012		2013
							(unaudited)		(unaudited)
Convertible preferred shares		38,527,583		40,408,994		40,408,994		40,408,994		40,408,994
Equity awards outstanding		4,918,994		—		—		—		—
Warrants to purchase convertible preferred shares		1,536,302		—		—		—		—
		44,982,879		40,408,994		40,408,994		40,408,994		40,408,994

The following table sets forth potential shares of ordinary shares that are not included in the calculation of diluted net income (loss) per share because the exercise prices of the equity awards were less than the weighted average fair value of the Company’s ordinary shares for the corresponding periods presented.

	Year Ended December 31,						Six Months Ended June 30,
	2010		2011		2012		2012		2013
							(unaudited)		(unaudited)
Equity awards outstanding		216,625		234,060		387,264		72,088		1,432,372

13. Segment and Geographic Information

The Company operates in one segment related to the design, development and sale of high performance, low power semiconductors for the home entertainment and cloud computing markets. The Company’s chief operating decision maker is its chief executive officer, who reviews the Company’s operating results on an aggregate basis for the purpose of evaluating financial performance and allocating resources.

The following table sets forth the Company’s revenue by geographic region:

	Year Ended December 31,						For the Six Months Ended June 30,
	2010		2011		2012		2012		2013
	(in thousands)						(unaudited)
Hong Kong	$	27,382	$	48,911	$	72,570	$	31,581	$	40,786
Asia Pacific		581		44		1,325		324		1,822
United States		977		1,115		3,160		1,636		1,870
Europe		138		268		1,190		396		914
	$	29,078	$	50,338	$	78,245	$	33,937	$	45,392

As of December 31, 2012 and June 30, 2013 (unaudited), substantially all of the Company’s long-lived tangible assets were located in the Asia Pacific region.

F-39

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

The following table sets forth the Company’s revenue generated from sales of semiconductors solutions for the home entertainment and cloud computing markets:

	Year Ended December 31,						For the Six Months Ended June 30,
	2010		2011		2012		2012		2013
	(in thousands)						(unaudited)
Home entertainment	$	27,991	$	48,995	$	73,611	$	31,965	$	41,116
Cloud computing market		1,087		1,343		4,634		1,972		4,276
	$	29,078	$	50,338	$	78,245	$	33,937	$	45,392

14. Commitments and Contingencies

Future minimum lease payment under noncancelable operating leases having initial terms in excess of one year as of December 31, 2012 are as follows:

	Payment Due by Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years
	(in thousands)
Operating lease obligations	$	1,775	$	992	$	783	$	—
Purchase obligations		1,086		1,086		—		—
Total contractual obligations	$	2,861	$	2,078	$	783	$	—

Future minimum lease payment under noncancelable operating leases having initial terms in excess of one year as of June 30, 2013 (unaudited) are as follows:

	Payment Due by Period
	Total		Less than 1 Year		1 - 3 Years		3 - 5 Years
	(in thousands)
Operating lease obligations	$	1,841	$	666	$	1,175	$	—
Purchase obligations		6,508		6,508		—		—
Total contractual obligations	$	8,349	$	7,174	$	1,175	$	—

Rental expenses for the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 and 2013 were $373, $489, $887, $283 (unaudited) and $565 (unaudited), respectively.

As of December 31, 2012 and June 30, 2013 there was no unsettled or unasserted claim or litigation against the Company.

15. Off-Balance Sheet Arrangements

As of December 31, 2010, 2011, 2012, and June 30, 2013, the Company did not have any transactions, obligations or relationships that could be considered off-balance sheet arrangements.

F-40

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

16. Subsequent Events

Updates Subsequent to August 9, 2013 (Unaudited)

According to the shareholders’ resolution dated August 13, 2013, the redemption availability dates of the Company’s Series B, B-1 and B-2 preferred shares were amended to January 1, 2014, respectively.

In conjunction with the preparation of these financial statements, an evaluation of subsequent events was performed through August 21, 2013 (unaudited), which is the date the financial statements were issued.

17. Pro Forma Balance Sheet and Earnings per Share for Conversion of Preferred Shares (Unaudited)

The Series A, B, B-1 and B-2 convertible preferred shares shall automatically be converted into ordinary shares based on the then effective conversion ratio immediately upon the closing of a Qualified IPO. The unaudited pro forma balance sheet as of June 30, 2013 assumes a Qualified IPO has occurred and presents an as adjusted financial position as if the conversion of the Series A, B, B-1 and B-2 convertible preferred shares into ordinary shares occurred on June 30, 2013 at the then conversion ratio of 1 for 1 (Series A, Series B issue on December 20, 2007 and Series B-2), 1 for 1.0173 (Series B issued on June 19, 2006) and 1 for 1.040 (Series B-1). Accordingly, the carrying value of the convertible preferred shares, in the amount of $54,400 was reclassified from Convertible Preferred Shares to ordinary shares and additional paid in capital for such pro forma presentation.

The unaudited pro-forma income per share for the year ended December 31, 2012 and the six months ended June 30, 2013 after giving effect to the conversion of the Series A, B, B-1 and B-2 Preferred Shares into ordinary shares as if the closing occurred at the beginning of fiscal 2012 was as follows:

	For the Years Ended December 31, 2012		For the Six Months  Ended June 30, 2013
	(unaudited)		(unaudited)
Numerator:
Actual net income attributable to ordinary shareholders	$	3,114	$	1,558
Pro-forma effect of preferred shares		15,167		7,213
Pro-forma net income attributable to ordinary shareholders—Basic and diluted		18,281		8,771
Denominator:
Actual weighted average number of ordinary shares outstanding
Basic		10,798,107		11,496,089
Diluted		15,916,704		16,430,914
Pro-forma effect of preferred shares		40,408,994		40,408,994
Denominator for pro-forma basic and diluted calculation
Basic		51,207,101		51,905,083
Diluted		56,325,698		56,839,908
Pro-forma basic and diluted loss per share attributable to ordinary shareholders
Basic	$	0.36	$	0.17
Diluted	$	0.32	$	0.15

F-41

Montage Technology Group Limited

Notes to Consolidated Financial Statements—(Continued)

(Dollars in thousands except share and per share data)

The potentially dilutive share options are not included in the calculation of pro-forma diluted loss per share because of their anti-dilutive effect.

18. Restricted Net Assets

Regulations in the PRC currently permit payment of dividends of a PRC company only out of accumulated profits as determined in accordance with accounting standards and regulations in China. Under PRC law, the Company’s subsidiaries incorporated in China are required to set aside at least 10% of their after-tax profit based on PRC accounting standards each year to their general reserves until the cumulative amount reaches 50% of their paid-in capital. These reserves are not distributable as cash dividends, or as loans or advances.

As a result of these and other restrictions under PRC laws and regulations, the PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to the Company either in the form of dividends, loans or advances, which restricted portion amounted to approximately $10,749 and $10,749 (unaudited) of the Company’s total consolidated net assets as of December 31, 2012 and June 30, 2013. Even though the Company currently does not require any such dividends, loans or advances from the PRC subsidiaries for working capital and other funding purposes, the Company may in the future require additional cash resources from our PRC subsidiaries due to changes in business conditions, to fund future acquisitions and developments, or merely declare and pay dividends to or distributions to the Company’s shareholders.

For the years ended December 31, 2010, 2011 and 2012 and the six months ended June 30, 2012 (unaudited) and 2013 (unaudited), no dividends were declared by any of the Company’s subsidiaries.

19. Additional Information  —  Condensed Financial Statements of the Company

The Company is required to include the condensed financial statements of the parent company in accordance with Regulation S-X, Rule 5-04 promulgated by the United States Securities and Exchange Commission. The separate condensed financial statements of the Company as presented below have been prepared in accordance with Securities and Exchange Commission Regulation S-X Rule 5-04 and Rule 12-04 and present the Company’s investments in its subsidiaries under the equity method of accounting. Such investments are presented on the separate condensed balance sheets of the Company as “Investments in subsidiaries.” Subsidiaries’ income or losses are included as the Company’s “Share of income from subsidiaries” on the statement of income and comprehensive income (loss).

F-42

Montage Technology Group Limited

Additional Information of Montage Technology Group Limited

Condensed Balance Sheets

(Dollars in thousands except share and per share data)

	December 31
	2011			2012
Assets
Current assets:
Cash and cash equivalents	$	7,211		$	5,638
Inventories		3,327			5,871
Amount due from subsidiaries		22,480			30,993
Prepaid expenses and other current assets		166			333
Total current assets		33,184			42,835
Investments in subsidiaries		6,149			6,799
Property and equipment, net		19			10
Acquired intangible asset, net		94			19
Deferred offering costs		—			283
Total assets	$	39,446		$	49,946
Liabilities, Convertible Preferred Shares and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	3,623		$	1,546
Amount due to subsidiaries		17,029			14,162
Accrued liabilities		23			241
Deferred margin, net		4,484			356
Income tax payable		41			47
Total current liabilities		25,200			16,352
Total liabilities		25,200			16,352
Commitments and contingencies (Note 13)
Convertible Preferred Share:
Series A convertible preferred shares, $0.005 par value; 12,000,000 shares authorized; 12,000,000 issued and outstanding as of December 31, 2011 and 2012 (Liquidation value: 6,000 and 6,000 as of December 31, 2011 and 2012)		6,000			6,000
Series B convertible preferred shares, $0.005 par value; 11,703,540 shares authorized; 10,639,608 issued and outstanding as of December 31, 2011 and 2012 (Liquidation value: 13,092, and 13,092 as of December 31, 2011 and 2012)		17,020			17,020
Series B-1 convertible preferred shares, $0.005 par value; 11,379,273 shares authorized; 10,123,189 issued and outstanding as of December 31, 2011 and 2012 (Liquidation value: 16,191 and 16,191 as of December 31, 2011 and 2012)		21,048			21,048
Series B-2 convertible preferred shares, $0.005 par value; 8,928,786 shares authorized; 7,098,523 issued and outstanding as of December 31, 2011 and 2012 respectively (Liquidation value: 7,947 and 7,947 as of December 31, 2011 and 2012)		10,254			10,309
Shareholders’ deficit:
Ordinary Shares, $0.005 par value; 67,011,599 shares authorized; 10,734,105, and 11,009,655 and issued and outstanding at December 31, 2011 and 2012, respectively		54			55
Additional paid-in capital		—			1,010
Accumulated comprehensive income		1,810			1,811
Statutory reserve		610			740
Accumulated deficit		(42,550	)		(24,399	)
Total shareholders’ deficit		(40,076	)		(20,783	)
Total liabilities, convertible preferred share and shareholders’ deficit	$	39,446		$	49,946

F-43

Montage Technology Group Limited

Additional Information of Montage Technology Group Limited

Condensed Statements of Operations

(Dollars in thousands except share and per share data)

	Year Ended December 31,
	2010			2011			2012
Revenue	$	5,195		$	5,746		$	40,702
Cost of revenue		(2,591	)		(1,619	)		(9,876	)
Gross profit		2,604			4,127			30,826
Operating expense:
Research and development		(8,903	)		(356	)		(13,209	)
Sales, general and administrative		(315	)		(245	)		(980	)
Total operating expense		(9,218	)		(601	)		(14,189	)
Income (loss) from operations		(6,614	)		3,526			16,637
Interest Income (Expense), net		10			31			60
Fair value change in warrant liability		(37	)		—			—
Equity gain (loss) from subsidiaries		(1,877	)		1,430			1,590
Income (loss) before income taxes		(8,518	)		4,987			18,287
Provision for Income tax		(25	)		(15	)		(6	)
Net income (loss)	$	(8,543	)	$	4,972		$	18,281

Income tax represented withholding income tax on the profit from license fee charged to the Company’s subsidiary in Hong Kong.

F-44

Montage Technology Group Limited

Additional Information of Montage Technology Group Limited

Condensed Statements of Cash Flows

(Dollars in thousands except share and per share data)

	Year Ended December 31,
	2010			2011			2012
Cash flows from operating activities
Net income (loss)	$	(8,543	)	$	4,972		$	18,281
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		515			185			84
Share-based compensation		623			577			928
Equity in profit of subsidiaries		1,876			(1,431	)		(1,589	)
Fair value changes in warrant liability		37			—			—
Changes in assets and liabilities:
Inventories		4,336			(3,327	)		(2,544	)
Prepaid expenses and other assets		472			54			(281	)
Amount due from subsidiaries		(415	)		(14,742	)		(8,513	)
Accounts payable		(2,805	)		3,623			(2,077	)
Amount due to subsidiaries		3,819			5,945			(2,867	)
Tax payable		25			16			6
Deferred margin, net		—			4,484			(4,128	)
Other payables and accruals		(222	)		(52	)		228
Net cash provided by (used in) operating activities		(282	)		304			(2,472	)
Cash flows from investing activities
Purchases of property and equipment		(16	)		(9	)		—
Proceeds from disposal of a subsidiary		—			—			1,000
Purchase of intangible assets		(90	)		(159	)		—
Prepayment for acquisition		—			—			(26	)
Net cash provided by (used in) investing activities		(106	)		(168	)		974
Cash flows from financing activities
Proceeds from exercise of options		5			43			68
Proceeds from early exercise of options		—			18			—
Proceeds from issuance of Series B-2 convertible preferred shares		42			—			—
Proceeds from exercise of warrant		1,545			—			—
Cash paid for initial public offering cost		—			—			(143	)
Net cash provided by (used in) financing activities		1,592			61			(75	)
Effect of exchange rate changes on cash		—			—			—
Net increase (decrease) in cash and cash equivalents		1,204			197			(1,573	)
Cash and cash equivalents at beginning of period		5,810			7,014			7,211
Cash and cash equivalents at end of period	$	7,014		$	7,211		$	5,638

As of December 31, 2011 and 2012, there were no material contingencies, significant provisions for long-term obligations, or guarantees of the Company, except for those which have been separately disclosed in the consolidated financial statements, if any.

F-45

             shares

Montage Technology Group Limited

Ordinary shares

Deutsche Bank Securities                              Barclays

Stifel

Wells Fargo Securities Needham & Company

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with this offering. All amounts are estimates except the SEC registration fee, the FINRA filing fee and the NASDAQ listing fee.

SEC registration fee	$	15,686
FINRA filing fee		*
The NASDAQ Global Market listing fee		*
Accounting fees and expenses		*
Legal fees and expenses		*
Blue Sky fees and expenses		*
Transfer Agent fees and expenses		*
Printing and engraving expenses		*
Miscellaneous Expenses		*
Total	$	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers

Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences or committing a crime. Our amended and restated articles of association provide for indemnification of officers and directors for losses, damages, costs and expenses incurred in their capacities as such, except through their own fraud and dishonesty.

Pursuant to the form of indemnification agreements filed as Exhibit 10.3 to this Registration Statement, we will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

The form of Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement will also provide for indemnification of us and our officers and directors in certain instances.

II-1

Item 15. Recent Sales of Unregistered Securities

During the past three years, we have issued and sold the securities listed below without registering these securities under the Securities Act. None of these transactions involved any underwriters’ underwriting discounts or commissions or any public offering. We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S or pursuant to Section 4(2) of the Securities Act regarding transactions not involving a public offering.

Purchaser	Date of Issuance	Number of Securities Originally Issued	Number of Ordinary Shares as Converted		Consideration
Certain directors, officers and employees and consultants	January 20, 2010	Options to purchase 40,000 ordinary shares		40,000	Exercise price of $0.41 per ordinary share
	March 26, 2010	Options to purchase 78,000 ordinary shares		78,000	Exercise price of $0.41 per ordinary share
	May 21, 2010	Options to purchase 65,000 ordinary shares		65,000	Exercise price of $0.41 per ordinary share
	August 10, 2010	Options to purchase 180,000 ordinary shares		180,000	Exercise price of $0.41 per ordinary share
	October 13, 2010	Options to purchase 55,000 ordinary shares		55,000	Exercise price of $0.41 per ordinary share
	December 14, 2010	Options to purchase 40,000 ordinary shares		40,000	Exercise price of $0.41 or $0.88 per ordinary share
	March 8, 2011	Options to purchase 129,000 ordinary shares		129,000	Exercise price of $0.41 or $0.88 per ordinary share
	May 18, 2011	Options to purchase 302,000 ordinary shares		302,000	Exercise price of $0.41 or $0.88 per ordinary share
	June 20, 2011	Options to purchase 20,000 ordinary shares		20,000	Exercise price of $0.88 per ordinary share
	August 2, 2011	Options to purchase 500,000 ordinary shares		500,000	Exercise price of $0.88 per ordinary share
	October 19, 2011	Options to purchase 64,000 ordinary shares		64,000	Exercise price of $0.88 per ordinary share
	December 12, 2011	Options to purchase 53,000 ordinary shares		53,000	Exercise price of $0.88 per ordinary share
	March 19, 2012	Options to purchase 205,000 ordinary shares		205,000	Exercise price of $0.88 or $3.77 per ordinary share
	June 15, 2012	Options to purchase 53,000 ordinary shares		53,000	Exercise price of $3.77 per ordinary share
	September 17, 2012	Options to purchase 851,800 ordinary shares		851,800	Exercise price of $3.77 per ordinary share
	December 13, 2012	Options to purchase 240,000 ordinary shares		240,000	Exercise price of $3.77 per ordinary share
	February 25, 2013	Options to purchase 302,000 ordinary shares		302,000	Exercise price of $6.41 per ordinary share
	April 23, 2013	Options to purchase 2,949,900 ordinary shares		2,949,900	Exercise price of $7.14 per ordinary share

II-2

Purchaser	Date of Issuance	Number of Securities Originally Issued	Number of Ordinary Shares as Converted		Consideration
	August 13, 2013	Options to purchase 75,000 ordinary shares		75,000	Exercise price of $7.14 per ordinary share
Certain directors, officers, employees and consultants	April 30, 2010	35,417 ordinary shares acquired through exercise of options		35,417	$5,667
	February 28, 2011	27,500 ordinary shares acquired through exercise of options		27,500	$11,275
	April 7, 2011	52,083 ordinary shares acquired through exercise of options		52,083	$21,354
	June 20, 2011	53,750 ordinary shares acquired through exercise of options		53,750	$7,638
	June 26, 2011	20,000 ordinary shares acquired through exercise of options		20,000	$17,600
	November 6, 2011	20,000 ordinary shares acquired through exercise of options		20,000	$3,200
	May 7, 2012	58,750 ordinary shares acquired through exercise of options		58,750	$9,688
	September 30, 2012	80,000 ordinary shares acquired through exercise of options		80,000	$4,000
	November 14, 2012	126,800 ordinary shares acquired through exercise of options		126,800	$51,988
	January 23, 2013	6,000 ordinary shares acquired through exercise of options		6,000	$2,460
	February 5, 2013	200,000 ordinary shares acquired through exercise of options		200,000	$10,000
	February 5, 2013	313,167 ordinary shares acquired through exercise of options		313,167	$23,267
	March 1, 2013	100,000 ordinary shares acquired through exercise of options		100,000	$41,000
	July 3, 2013	40,000 ordinary shares acquired through exercise of options		40,000	$2,000

II-3

Purchaser	Date of Issuance	Number of Securities Originally Issued	Number of Ordinary Shares as Converted		Consideration
Certain officers, employees and consultants	April 23, 2013	792,800 restricted shares		792,800	Nil
	August 13, 2013	33,750 restricted shares		33,750	Nil
Certain holders of preferred Shares	June 30, 2010	Series B-2 Preferred Shares in connection with warrants exercise		3,098,067	Exercise price of $0.50 per share

Item 16. Exhibits and Financial Statement Schedules

(a) Exhibits

See the Exhibit Index immediately following the signature pages for a list of exhibits filed as part of this registration statement on Form S-1, which Exhibit Index is incorporated herein by reference.

(b) Financial Statement Schedules

Schedules not listed have been omitted because the information required to be set forth therein is not applicable, not material or is shown in the financial statements or notes thereto.

Item 17. Undertakings.

The undersigned registrant hereby undertakes to provide the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of the registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, China, on August 21, 2013.

MONTAGE TECHNOLOGY GROUP LIMITED
By:	/s/ Howard C. Yang
	Name: Howard C. Yang
	Title: Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Montage Technology Group Limited, hereby severally constitute and appoint Howard Yang and Mark Voll, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and any other registration statement for the same offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on August 21, 2013.

Signature	Title
/s/ Howard C. Yang Howard C. Yang	Chairman and Chief Executive Officer
/s/ Stephen Tai Stephen Tai	Director and President
/s/ Mark Voll Mark Voll	Chief Financial Officer (principal financial and accounting officer and authorized United States representative)
/s/ Yung Kuei (YK) Yu Yung Kuei (YK) Yu	Director
/s/ Cathy Yen Cathy Yen	Director
/s/ Jung-Kung (Jackie) Yang Jung-Kung (Jackie) Yang	Director
/s/ Edward Way Edward Way	Director
/s/ Charles G. Sodini Charles G. Sodini	Director

II-5

EXHIBIT INDEX

Exhibit Number	Description
1.1*	Form of Underwriting Agreement
3.1	Amended and Restated Memorandum and Articles of Association of Montage Technology Group Limited (as currently in effect)
3.2	Form of Amended and Restated Memorandum and Articles of Association of Montage Technology Group Limited (to be effective upon completion of this offering)
4.1*	Form of Specimen Certificate for Ordinary Shares of Montage Technology Group Limited
4.2	Amended and Restated Investors Rights Agreement, dated as of October 8, 2009, and Amendment thereto, dated as of August 13, 2013
5.1	Opinion of Conyers Dill & Pearman (Cayman) Limited regarding the validity of the ordinary shares being registered
8.1	Opinion of O’Melveny & Myers LLP regarding certain U.S. tax matters
8.2	Opinion of Conyers Dill & Pearman (Cayman) Limited regarding certain Cayman Islands tax matters
8.3	Opinion of Commerce & Finance regarding certain PRC tax matters
10.1	Montage Technology Group Limited 2006 Share Incentive Plan and related form share option agreement
10.2	Montage Technology Group Limited 2013 Performance Incentive Plan and related form share option agreements
10.3	Form of Indemnification Agreement between the Registrant and its officers and directors
10.4	Employment Agreements with Howard Yang
10.5	Employment Agreements with Stephen Tai
10.6	Employment Agreement with Mark Voll
10.7	Employment Agreements with Leechung Yiu
10.8	Employment Agreement with Bill Franciscovich
10.9†	Distribution Agreement with LQW Technology Company Limited (English translation)
10.10	Lease agreements for principal executive offices (English translation)
21.1	Subsidiaries of Montage Technology Group Limited
23.1	Consent of PricewaterhouseCoopers Zhong Tian LLP
23.2	Consent of O’Melveny & Myers LLP (included as part of Exhibit 8.1)
23.3	Consent of Conyers Dill & Pearman (Cayman) Limited (included as part of Exhibit 5.1)
23.4	Consent of Commerce & Finance Law Offices
23.5	Consent of iSuppli Corporation
23.6	Consent of Jon Peddie Research
24.1	Powers of Attorney (included on signature pages to the Registration Statement).

* To be filed by amendment.

† Confidential treatment has been requested for certain confidential portions of this exhibit pursuant to Rule 406 under the Securities Act. In accordance with Rule 406, these confidential portions will be filed separately with the Securities and Exchange Commission.

EX-3.1

Exhibit 3.1

THE COMPANIES LAW (2007 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM AND ARTICLES

OF

ASSOCIATION

OF

MONTAGE TECHNOLOGY GROUP LIMITED

(adopted by a special resolution dated September 17, 2009 and amended by a special resolution dated August 13, 2013)

THE COMPANIES LAW (2007 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

OF

MONTAGE TECHNOLOGY GROUP LIMITED

(adopted by a special resolution dated September 17, 2009)

1. The name of the Company is Montage Technology Group Limited.

2. The registered office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, 4^th Floor, Scotia Centre, P. O. Box 2804, George Town, Grand Cayman, Cayman Islands or at such other place as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2007 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.

4. The liability of each Member is limited to the amount from time to time unpaid on such Member’s Shares.

5. The share capital of the Company is US$555,115.99 divided into 67,011,599 Ordinary Shares of par value US$0.005 each and 44,011,599 Preferred Shares of par value US$0.005 each. The Preferred Shares are subdivided into four series designated Series A Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares, of par value US$0.005 each. 12,000,000 Preferred Shares are hereby designated Series A Preferred Shares, 11,703,540 Preferred Shares are hereby designated Series B Preferred Shares, 11,379,273 Preferred Shares are hereby designated Series B-1 Preferred Shares, and 8,928,786 Preferred Shares are hereby designated as Series B-2 Preferred Shares.

6. The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7. Capitalised terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company.

1

THE COMPANIES LAW (2007 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

AMENDED AND RESTATED ARTICLES OF ASSOCIATION

OF

MONTAGE TECHNOLOGY GROUP LIMITED

(adopted by a special resolution dated September 17, 2009 and amended by a special resolution dated August 13, 2013)

INTERPRETATION

1. In these Articles Table A in the First Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

“Articles”	means these articles of association of the Company as originally formed or as from time to time altered by Special Resolution.
“Auditor”	means the person for the time being performing the duties of auditor of the Company (if any).
“Board” or “Board of Directors”	mean the Board of Directors of the Company.
“Company”	means the above named company.
“Directors”	means the directors for the time being of the Company.
“Dividend”	includes an interim dividend.
“Electronic Record”	has the same meaning as in the Electronic Transactions Law (2003 Revision).
“Initial Public Offering” or “IPO”	means the first firmly underwritten listing or registered public offering by the Company of its Ordinary Shares under the U.S. Securities Act of 1933, as amended, or such other applicable securities laws
“Key Shareholder”	means each of Howard Yang (and his immediate family members), Stephen Tai (and his immediate family members), Larry Wu and Shawn Si.

2

“Liquidation Event”	means any transaction (treating any series of related transactions as a “transaction”) involving: (i) the sale or conveyance by the Company, or its primary operating subsidiary, of all or substantially all of its assets (including the sale or exclusive licensing of all or substantially all the intellectual property assets of the Company, or its primary operating subsidiary, or any dissolution, liquidation, winding up, bankruptcy reorganization, whether voluntary or involuntary; (ii) any merger, amalgamation, scheme of arrangement, consolidation or other acquisition of the Company or its primary operating subsidiary (other than for the sole purpose of changing the corporate domicile); provided, however, that the holders of the Company’s stock prior to the transaction own or control less than a majority of the as-converted voting power of the surviving entity’s securities after such transaction (or, in the case of a merger, amalgamation, scheme of arrangement, consolidiation, or other acquisition of the Company’s primary operating subsidiary, the Company owns or controls less than a majority of the as-if converted voting power of such subsidiary after such transaction); or (iii) any transaction as a result of which persons, other than those holders of the Company’s capital stock prior to the transaction own or control a majority of the as-converted voting power of the surviving entity’s securities after such transaction, other than a transaction primarily for financing purposes.
“Member”	has the same meaning as in the Statute.
“Memorandum”	means the memorandum of association of the Company.
“Ordinary Resolution”	means a resolution passed by a simple majority of the votes cast calculated in accordance with Article 54.
“Ordinary Share”	means an ordinary share of U.S. $0.005 par value in the capital of the Company having the rights attaching to it set out herein.
“Preferred Share”	means a preferred share of any series of U.S. $0.005 par value in the capital of the Company having the rights attaching to it set out herein, including Series A Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares.

3

“Qualified IPO”	means the earlier to occur of (i) the listing of all Ordinary Shares of the Company on The Nasdaq Global Market or Global Select Market (“Nasdaq”), the Main Board of the Hong Kong Stock Exchange or any other major international stock exchange approved by holders of at least a majority of the Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares, voting together as a single class, at a listing price of at least US$5 per Ordinary Share and (ii) a firm commitment underwritten public offering of the Company’s Ordinary Shares pursuant to an effective registration statement on Form F-1 under the Securities Act, at an offering price to the public of at least $5.00 per Ordinary Share, resulting in aggregate cash proceeds to the Company of at least $50,000,000 (net of underwriting discounts and commissions).
“Register of Members”	means the register maintained in accordance with the Statute and includes (except where otherwise stated) any duplicate Register of Members.
“Registered Office”	means the registered office for the time being of the Company.
“Securities Act”	means the U.S. Securities Act of 1933, as amended.
“Series A Preferred Share”	means a Preferred Share designated as a Series A Preferred Share on allotment and issue having the rights, privileges and preferences attaching to it set out herein.
“Series B Preferred Share”	means a Preferred Share designated as a Series B Preferred Share on allotment and issue having the rights, privileges and preferences attaching to it set out herein.
“Series B-1 Preferred Share”	means a Preferred Share designated as a Series B-1 Preferred Share on allotment and issue having the rights, privileges and preferences attaching to it set out herein.

4

“Series B-2 Preferred Share”	means a Preferred Share designated as a Series B-2 Preferred Share on allotment and issue having the rights, privileges and preferences attaching to it set out herein.
“Series B Purchase Agreement”	means the Montage Technology Group Limited Share Purchase Agreement dated June 19, 2006 among the Company and purchasers listed on Exhibit A thereto in relation to Series B Preferred Shares of the Company, as amended from time to time.
“Series B-2 Purchase Agreement”	means the Montage Technology Group Limited Share and Warrant Purchase Agreement dated on or around September 18, 2009 among the Company and purchasers listed on Exhibit A thereto in relation to Series B-2 Preferred Shares of the Company, as amended from time to time.
“Series B Subscription Price”	means, with respect to each Series B Preferred Share, the actual price paid by the initial holder to the Company for the subscription of such Series B Preferred Share.
“Series B-1 Subscription Price”	means, with respect to each Series B-1 Preferred Share, the actual price paid by the initial holder to the Company for the subscription of such Series B-1 Preferred Share.
“Series B-2 Subscription Price”	means US$1.5994 per Series B-2 Preferred Share; provided, however, that if any Series B-2 Warrant is exercised, the Series B-2 Subscription Price shall be adjusted to be the weighted average price based on the number of Series B-2 Preferred Shares outstanding (including Series B-2 Preferred Shares issued upon exercise of Series B-2 Warrant) at the time of such calculation (such adjusted Series B-2 Subscription Price, the “Adjusted Series B-2 Subscription Price”).
“Series B-2 Warrants”	means the warrants to purchase the Series B-2 Preferred Shares issued by the Company pursuant to the Series B-2 Purchase Agreement.
“Seal”	means the common seal of the Company and includes every duplicate seal.

5

“Share” and “Shares”	means a share or shares in the capital of the Company and includes a fraction of a share.
“Special Resolution”	means a resolution passed by a two thirds majority of votes cast calculated in accordance with Article 54 or, where passed by resolution in writing, by all Members entitled to vote as provided in Article 45.
“Statute”	means the Companies Law of the Cayman Islands as amended and every statutory modification or re-enactment thereof for the time being in effect.

2. In the Articles:

2.1 words importing the singular number include the plural number and vice versa;

2.2 words importing the masculine gender include the feminine gender;

2.3 words importing persons include corporations, partnerships, limited liability companies or other business organizations;

2.4 “written” and “in writing” include all modes of representing or reproducing words in visible form, including in the form of an Electronic Record;

2.5 references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;

2.6 any phrase introduced by the terms “including,” “include,” “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

2.7 headings are inserted for reference only and shall be ignored in construing these Articles; and

2.8 Section 8 of the Electronic Transaction Law shall not apply.

COMMENCEMENT OF BUSINESS

3. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit notwithstanding that any part of the Shares may not have been allotted. The Company shall have perpetual existence until wound up or struck off in accordance with the Statute and these Articles.

4. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company, including the expenses of registration.

6

ISSUE OF SHARES

5. Subject to the provisions, if any, in the Memorandum (and to any direction that may be given by the Company in a general meeting) and to the applicable approval requirements under Article 7 and without prejudice to any rights attached to any existing Shares, the Directors may allot, issue, grant options or warrants over or otherwise dispose of two classes of Shares to be designated, respectively, as Ordinary Shares and Preferred Shares. The Preferred Shares may be allotted and issued from time to time in one or more series. In the event that any Preferred Shares shall be converted pursuant to Article 7.3 hereof, the Shares so converted shall be cancelled and shall not be re-issuable by the Company. Further, any Preferred Share acquired by the Company by reason of redemption, repurchase, conversion or otherwise shall be cancelled and shall not be re-issuable by the Company.

6. The Company shall not issue Shares to bearer.

PREFERRED SHARES

7. Certain rights, preferences, privileges and limitations of the Preferred Shares of the Company are as follows:

7.1    (a) Dividends. Subject to the Statute and these Articles, the holders of Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares shall be entitled to receive Dividends, on a pari passu basis with each other, out of any assets legally available therefore, prior and in preference to any Dividends paid on the Series A Preferred Shares or Ordinary Shares, at 8% of the Series B Subscription Price, the Series B-1 Subscription Price and the Series B-2 Subscription Price, as applicable. Such Dividends shall be payable only when, as and if declared by the Board. Such Dividends shall not be cumulative, and no rights shall accrue to holders of Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares by reason of the fact that Dividends on such Shares are not declared in any prior year.

    (b) No Dividends shall be paid on or declared and set aside for any Series A Preferred Share or Ordinary Share during any fiscal year until the Dividends set forth in Article 7.1(a) above have been paid with respect to the Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares in such fiscal year.

    (c) Subject to the Statute and these Articles, the holders of Series A Preferred Shares shall be entitled to receive Dividends, out of any assets legally available therefore, prior and in preference to any Dividends paid on the Ordinary Shares, at the rate of U.S.$0.04 per share, for each outstanding Series A Preferred Share (as adjusted for any share Dividends, combinations, reclassifications or splits with respect to such Shares). Such Dividends shall be payable only when, as and if declared by the Board.

7

Such Dividends shall not be cumulative, and no rights shall accrue to holders of Series A Preferred Shares by reason of the fact that Dividends on such Shares are not declared or paid in any prior year.

(d) No Dividends (other than those payable in Ordinary Shares or other securities and rights convertible into or entitling the holder thereof to receive, directly or indirectly, additional Ordinary Shares of the Company) shall be paid on or declared and set aside for any Ordinary Share during any fiscal year until the Dividends set forth in Article 7.1(a) and (c) above have been paid with respect to the Series B Preferred Shares, Series B-1 Preferred Shares, Series B-2 Preferred Shares and Series A Preferred Shares, respectively, in such fiscal year.

(e) After the holders of Preferred Shares have received their dividend preference as set forth above, any Dividends declared by the Board out of funds legally available therefor shall, subject to the Statute and these Articles, be shared ratably among the holders of Ordinary Shares; provided, however, that any non-cash Dividends shall be shared ratably among the holders of Ordinary Shares and the holders of Preferred Shares on an as-if-converted basis.

(f) In the event the Company shall declare a distribution payable in securities of other persons, assets (excluding cash Dividends) or options or rights to purchase any such securities or evidences of indebtedness, then, in each such case, the holders of the Preferred Shares shall be entitled to a proportionate share of any such distribution as though the holders of the Preferred Shares were the holders of the number of Ordinary Shares of the Company into which their Preferred Shares are convertible as of the record date fixed for the determination of the holders of Ordinary Shares entitled to receive such distribution.

(g) All declared but unpaid dividends shall be payable immediately prior to (i) a Liquidation Event or (ii) the consummation of a Qualified IPO.

7.2 Liquidation Preference.

(a) In the event of any Liquidation Event, the holders of Preferred Shares and Ordinary Shares shall, subject to the Statute and these Articles, and, with respect to the liquidation preference of the Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares, unless waived by the holders of at least 75% of the Series B Preferred Shares, 75% of the Series B-1 Preferred Shares, or 75% of the Series B-2 Preferred Shares (as applicable), be entitled to receive and the Company shall distribute, subject to the Statute and these Articles, assets and funds to its members as follows:

8

(i) the holders of Series B-2 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of the assets or surplus funds of the Company to the holders of the Series B-1 Preferred Shares, Series B Preferred Shares, Series A Preferred Shares or Ordinary Shares, and any other equity securities of the Company, by reason of their ownership thereof, an amount equal to 100% of the Series B-2 Subscription Price per Series B-2 Preferred Share (as adjusted for any share Dividends, combinations, reclassifications or splits with respect to such Shares) then held by them, plus all declared but unpaid Dividends on such Shares. If upon the occurrence of a Liquidation Event, the assets and funds available to be distributed among the holders of Series B-2 Preferred Shares shall be insufficient to permit the payment to such holders of the full preferential amount due to them, then the entire assets and funds of the Company legally available for distribution to them shall, subject to the Statute and these Articles, be distributed ratably among the holders of Series B-2 Preferred Shares in proportion to the full preferential amount to which each such holder would otherwise be entitled.

(ii) following full payment of the preferential amount to the holders of the Series B-2 Preferred Shares as set forth in Article 7.2(a)(i) above, the holders of Series B-1 Preferred Shares shall be entitled to receive, prior and in preference to any distribution of the assets or surplus funds of the Company to the holders of the Series B Preferred Shares, Series A Preferred Shares or Ordinary Shares, and any other equity securities of the Company (other than the Series B-2 Preferred Shares), by reason of their ownership thereof, an amount equal to 100% of the Series B-1 Subscription Price per Series B-1 Preferred Share (as adjusted for any share Dividends, combinations, reclassifications or splits with respect to such Shares) then held by them, plus all declared but unpaid Dividends on such Shares. If upon the occurrence of a Liquidation Event and after payment in full of the preferential amount to the holders of Series B-2 Preferred Shares pursuant to Article 7.2(a)(i) above, the assets and funds available to be distributed among the holders of Series B-1 Preferred Shares shall be insufficient to permit the payment to such holders of the full preferential amount due to them, then the entire assets and funds of the Company legally available for distribution to them shall, subject to the Statute and these Articles, be distributed ratably among the holders of Series B-1 Preferred Shares in proportion to the full preferential amount to which each such holder would otherwise be entitled.

(iii) following full payment of the preferential amount to the holders of the Series B-2 Preferred Shares and the Series B-1 Preferred Shares as set forth in Articles 7.2(a)(i) and 7.2(a)(ii) above, the

9

holders of Series B Preferred Shares shall be entitled to receive, prior and in preference to any distribution of the assets or surplus funds of the Company to the holders of the Series A Preferred Shares or Ordinary Shares, and any other equity securities of the Company (other than the Series B-1 Preferred Shares and the Series B-2 Preferred Shares), by reason of their ownership thereof, an amount equal to 100% of the Series B Subscription Price per Series B Preferred Share (as adjusted for any share Dividends, combinations, reclassifications or splits with respect to such Shares) then held by them, plus all declared but unpaid Dividends on such Shares. If upon the occurrence of a Liquidation Event and after payment in full of the preferential amounts to the holders of Series B-2 Preferred Shares pursuant to Article 7.2(a)(i) above and Series B-1 Preferred Shares pursuant to Articles 7(2)(ii) above, the assets and funds available to be distributed among the holders of Series B Preferred Shares shall be insufficient to permit the payment to such holders of the full preferential amount due to them, then the entire assets and funds of the Company legally available for distribution to them shall, subject to the Statute and these Articles, be distributed ratably among the holders of Series B Preferred Shares in proportion to the full preferential amount to which each such holder would otherwise be entitled.

(iv) Following full payment of the preferential amount to the holders of the Series B Preferred Shares, Series B-1 Preferred Shares and the Series B-2 Preferred Shares as set forth in Articles 7.2(a)(i) through 7.2(a)(iii) above, the holders of Series A Preferred Shares shall be entitled to receive, prior and in preference to any distribution of the assets or surplus funds of the Company to the holders of the Ordinary Shares, and any other equity securities of the Company (other than the Series A Preferred Share, Series B-1 Preferred Shares and the Series B-2 Preferred Shares), by reason of their ownership thereof, an amount equal to U.S.$0.50 per Series A Preferred Share (as adjusted for any share Dividends, combinations, reclassifications or splits with respect to such Shares) then held by them, plus all declared but unpaid Dividends on such Shares. If upon the occurrence of a Liquidation Event and after payment in full of the preferential amounts to the holders of Series B-2 Preferred Shares, Series B-1 Preferred Shares and Series B Preferred Shares pursuant to Article 7.2(a)(i) through Articles 7(2)(iii) above, the assets and funds available to be distributed among the holders of Series A Preferred Shares shall be insufficient to permit the payment to such holders of the full preferential amount due to them, then the entire assets and funds of the Company legally available for distribution to them shall, subject to the Statute and these Articles, be distributed ratably among the holders of Series A Preferred Shares in proportion to the full preferential amount to which each such holder would otherwise be entitled.

10

(v) Upon completion of the distributions required by Articles 7.2(a)(i) through 7.2(a)(iv) above, all of the remaining assets of the Company, if any, shall, subject to the Statute and these Articles, be distributed ratably to the holders of the Ordinary Shares and Preferred Shares (on an as if converted basis).

(b) In the event of a Liquidation Event, if the consideration received by the Company or its shareholders is other than cash, its value will be deemed its fair market value as determined (unless otherwise provided for herein) in good faith by the Board.

(c) In the event the requirements of this Article 7.2 cannot lawfully be complied with, the Company shall forthwith either cause the closing of the transaction(s) constituting the Liquidation Event to be postponed until such requirements have been complied with, or cancel such transaction(s).

(d) If a Liquidation Event occurs that does not as a corporate matter constitute a liquidation, dissolution or winding up of the Company (a “Winding Up”), then the distributions to be made to Members pursuant to this Article 7.2 shall be effected by way of a repurchase of shares following the occurrence of such Liquidation Event for a repurchase price per share equivalent to the sums that would have been payable per share pursuant to this Article 7.2 if such events were a Winding Up provided, however, that the Company may issue one share to such person or persons as the Company may direct to ensure that the Company at all times maintains an issued share capital.

7.3 Conversion. The holders of Preferred Shares shall have conversion rights as follows (the “Conversion Rights”):

(a) Right to Convert. Subject to Article 7.3(c) below, each Preferred Share shall be convertible, at the option of the holder thereof, at any time after the date of issuance of such Share at the office of the Company or any transfer agent for such Share, into such number of fully paid and non-assessable Ordinary Shares as is determined as follows: (1) With respect to a Series B Preferred Share by dividing (i) the Series B Subscription Price (as adjusted for any share Dividends, combinations, reclassifications or splits with respect to such Shares) by the Series B Conversion Price applicable to such Series B Preferred Share, determined as hereinafter provided, in effect on the date the certificate is surrendered for conversion; (2) with respect to a Series B-1 Preferred Share by dividing (i) the Series B-1 Subscription Price (as adjusted for any share Dividends, combinations, reclassifications or splits with respect to such Shares) by the Series B-1 Conversion Price applicable to such Series B-1 Preferred

11

Share, determined as hereinafter provided, in effect on the date the certificate is surrendered for conversion; (3) with respect to a Series B-2 Preferred Share by dividing (i) the applicable Series B-2 Subscription Price (as adjusted for any share Dividends, combinations, reclassifications or splits with respect to such Shares) by the Series B-2 Conversion Price applicable to such Series B-2 Preferred Share, determined as hereinafter provided, in effect on the date the certificate is surrendered for conversion; and (4) with respect to a Series A Preferred Share by dividing (i) U.S.$0.50 (as adjusted for any share Dividends, combinations, reclassifications or splits with respect to such Shares) by the Series A Conversion Price applicable to such Series A Preferred Share, determined as hereinafter provided, in effect on the date the certificate is surrendered for conversion. The initial “Series B Conversion Price” per Series B Preferred Share shall be the Series B Subscription Price. The initial “Series B-1 Conversion Price” per Series B-1 Preferred Share shall be the Series B-1 Subscription Price. The initial “Series B-2 Conversion Price” per Series B-2 Preferred Share shall be the applicable Series B-2 Subscription Price. The initial “Series A Conversion Price” per Series A Preferred Share shall be U.S. $0.50. Such initial Conversion Prices shall be subject to adjustment as set forth in this Article 7.3.

(b) Automatic Conversion. Each Preferred Share shall be converted automatically, and without any further action by the holders thereof, into Ordinary Shares at the Series B Conversion Price, the Series B-1 Conversion Price, Series B-2 Conversion Price or the Series A Conversion Price, as applicable, at the time in effect for such Share immediately upon the earlier of: (i) a Qualified IPO and (ii) (x) with respect to the Series B Preferred Shares, the Series B-1 Preferred Shares and the Series B-2 Preferred Shares, the date specified by written consent or agreement of the holders of at least 75% of the then outstanding Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares (voting together as a single class) and (iii) with respect to Series A Preferred Shares, the date specified by written consent or agreement of the holders of at least 75% of the then outstanding Series A Preferred Shares.

(c) Mechanics of Conversion. Before any holder of Preferred Shares shall be entitled to convert the same into Ordinary Shares, such holder shall surrender the certificate or certificates therefor at the office of the Company or of any transfer agent for such Share and shall give written notice by mail or courier, postage or freight prepaid, to the Company at its principal corporate office, of the election to convert the same and shall state therein the name or names in which the certificate or certificates for Ordinary Shares are to be issued. The Company shall effect such conversion by the redemption of the Preferred Shares to be converted followed by the allotment and issue of such number of Ordinary Shares receivable upon such conversion. The Company shall, as soon as practicable thereafter, issue and deliver at such office to such holder of

12

Preferred Shares, or to the nominee or nominees of such holder, a certificate or certificates for the number of Ordinary Shares to which such holder shall be entitled as aforesaid. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of such surrender of the Preferred Shares to be converted, and the person or persons entitled to receive the Ordinary Shares issuable upon such conversion shall be treated for all purposes as the record holder or holders of such Ordinary Shares as of such date. Unless otherwise designated in writing by the holder of such Preferred Shares, if the conversion is in connection with an underwritten public offering of securities registered pursuant to the Securities Act, the conversion will be conditioned upon the closing with the underwriter of the sale of securities pursuant to such offering and the person(s) entitled to receive the Ordinary Shares issuable upon such conversion of the Preferred Shares shall not be deemed to have converted such Preferred Shares until immediately prior to the closing of such sale of securities.

(d) Adjustments to Preferred Conversion Price for Diluting Issuances.

(i) Special Definition. “Additional Ordinary Shares” shall mean all Ordinary Shares issued (or, pursuant to Article 7.3(d)(iii), deemed to be issued) by the Company after the date of first issuance of a Series B-2 Preferred Share, other than:

(aa) Ordinary Shares or options therefore issuable or issued to employees, directors, officers or consultants of the Company (or any of its subsidiaries) pursuant to a stock option plan or restricted stock plan or any similar equity incentive plan (collectively, the “Option Plan”) approved from time to time by the Board (including the approval of the Series B Directors (as defined in Article 67)),

(bb) securities issued pursuant to a stock split, subdivision, recapitalization or similar transaction, or dividend or other distribution payable in additional Ordinary Shares or other securities or rights exercisable for or convertible into Ordinary Shares, or pursuant to any event for which adjustment is made pursuant to Article 7.3(e) or 7.3(f) hereof;

(cc) Ordinary Shares issued or issuable upon conversion of the Preferred Shares or upon the conversion or exercise of convertible or exercisable securities outstanding on the date of, and immediately following, the adoption of these Articles;

13

(dd) securities issued by the Company in connection with the licensing or acquisition of technology or intellectual property by the Company and entered into primarily for non-equity financing purposes and approved by the Board (including the approval of the Series B Directors);

(ee) securities issued by the Company in connection with the acquisition of or by the Company of or by another entity, whether by merger, amalgamation, consolidation, reorganization, scheme of arrangement, purchase or sale of all or substantially all of the assets, sale or exchange of shares or otherwise, where such acquisition is approved by the Board (including the approval of the Series B Directors);

(ff) securities issued or issuable by the Company in connection with a strategic corporate partner arrangement, corporate collaboration, investment, and/or the acquisition of other assets, properties or other entities entered into primarily for non-equity financing purposes, if approved by the Board (including the approval of the Series B Directors);

(gg) securities issued or issuable by the Company to suppliers or third party service providers in connection with the provision of bona fide goods or services pursuant to transactions approved by the Board (including the approval of the Series B Directors);

(hh) securities issued by the Company in connection with general or equipment financings, bank financings, real estate leases, joint ventures or similar transactions entered into primarily for non-equity financing purposes and approved by the Board (including the approval of the Series B Directors);

(ii) Ordinary Shares issued or issuable in a public offering before or in connection with which all outstanding Preferred Shares will be converted to Ordinary Shares or upon the exercise of warrants or cover-allotment options granted to underwriters in connection with such offering;

(jj) securities issued or issuable in connection with any settlement of any action, suit, proceeding or litigation approved by the Board (including the approval of the Series B Directors);

14

(kk) Ordinary Shares or other securities that are expressly determined not to be Additional Ordinary Shares hereunder by holders of at least 75% of the Series B Preferred Shares, the Series B-1 Preferred Shares and the Series B-2 Preferred Shares then outstanding, voting together as a single class on an as-converted basis;

(ll) Series B-2 Preferred Shares issued under the Share Purchase Agreement, and Ordinary Shares issuable upon conversion of such shares; and

(mm) Series B-2 Warrants issued under the Share Purchase Agreement and the Series B-2 Preferred Shares issued or issuable upon exercise of the Series B-2 Warrants.

(ii) No Adjustment of Applicable Conversion Price. No adjustment in the applicable Conversion Price for the Preferred Shares shall be made in respect of the issuance of Additional Ordinary Shares unless the consideration per Share for an Additional Ordinary Share issued or deemed to be issued by the Company is less than the applicable Conversion Price in effect on the date of, and immediately prior to such issuance, as provided for by Article 7.3(d)(iv) below. No adjustment in the applicable Conversion Price otherwise required by this Article 7.3 shall affect any Ordinary Shares issued upon conversion of a Preferred Share prior to such adjustment.

(iii) Deemed Issuance of Additional Ordinary Shares. In the event the Company at any time or from time to time after the date on which the first Series B-2 Preferred Share is issued shall issue any rights, options or warrants to acquire Ordinary Shares (“Options”) or securities convertible into, exercisable for or exchangeable for Ordinary Shares (“Convertible Securities”) or shall fix a record date for the determination of holders of any series of securities entitled to receive any such Options or Convertible Securities, then the maximum number of Ordinary Shares (as set forth in the instrument relating thereto without regard to any provisions contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities or the exercise of such Options, shall be deemed to be Additional Ordinary Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, provided that Additional Ordinary Shares shall not be deemed to have been issued unless the consideration per Share (determined pursuant to Article 7.3(d)(v) hereof) of such Additional Ordinary

15

Shares would be less than the applicable Conversion Price, as provided for by Article 7.3(d)(iv), in effect on the date of and immediately prior to such issue or record date, as the case may be, and provided further that in any such case in which Additional Ordinary Shares are deemed to be issued:

(aa) no further adjustment in the applicable Conversion Price shall be made upon the subsequent issue of Convertible Securities or Ordinary Shares upon the exercise of such Options or conversion or exchange of such Convertible Securities or upon the subsequent issue of Options for Convertible Securities or Ordinary Shares;

(bb) if such Options or Convertible Securities by their terms provide, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of Ordinary Shares issuable, upon the exercise, conversion or exchange thereof, the applicable Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities;

(cc) no readjustment pursuant to clause (bb) above shall have the effect of increasing the applicable Conversion Price to an amount which exceeds the lower of: (i) the applicable Conversion Price on the original adjustment date or (ii) the applicable Conversion Price that would have resulted from any issuance of Additional Ordinary Shares between the original adjustment date and such readjustment date;

(dd) upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities that shall not have been exercised, the applicable Conversion Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto) and any subsequent adjustments based thereon shall, upon such expiration, be recomputed as if:

(i) in the case of Convertible Securities or Options for Ordinary Shares, the only Additional Ordinary Shares issued were the Ordinary Shares, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible

16

Securities and the consideration received therefor was the consideration actually received by the Company for the issue of such exercised Options plus the consideration actually received by the Company upon such exercise or for the issue of all such Convertible Securities that were actually converted or exchanged, plus the additional consideration, if any, actually received by the Company upon such conversion or exchange, and

(ii) in the case of Options for Convertible Securities, only the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options, and the consideration received by the Company for the Additional Ordinary Shares deemed to have been then issued was the consideration actually received by the Company for the issue of such exercised Options, plus the consideration deemed to have been received by the Company (determined pursuant to Article 7.3(d)(v)) upon the issue of the Convertible Securities with respect to which such Options were actually exercised; and

(ee) if such record date shall have been fixed and such Options or Convertible Securities are not issued on the date fixed therefor, the adjustment previously made in the applicable Conversion Price which became effective on such record date shall be canceled as of the close of business on such record date, and thereafter the applicable Conversion Price shall be adjusted pursuant to this Article 7.3(d)(iii) as of the actual date of their issuance.

(iv) Adjustment of Conversion Price Upon Issuance of Additional Ordinary Shares and Upon Exercise of Series B-2 Warrants.

(aa) In the event of an issuance of Additional Ordinary Shares at any time after the date on which the first Series B-2 Preferred Share is issued for a consideration per Share less than the Series B Conversion Price, Series B-1 Conversion Price or the Series A Conversion Price, as applicable, the Series B Conversion Price, the Series B-1 Conversion Price or the Series A Conversion Price, as the case may be, shall be reduced, concurrently with such issue, to a price determined by multiplying the applicable Conversion Price by a fraction, the numerator of which shall be the sum of the number of Ordinary Shares outstanding immediately

17

prior to such issue plus the number of Ordinary Shares issuable upon conversion of Preferred Shares and exercise of all Options and Convertible Securities outstanding immediately prior to such issue plus the number of Ordinary Shares that the aggregate consideration received by the Company for the total number of Additional Ordinary Shares so issued would purchase at the Series B Conversion Price, Series B-1 Conversion Price or the Series A Conversion Price, as applicable, and the denominator of which shall be the sum of the number of Ordinary Shares outstanding immediately prior to such issue plus the number of Ordinary Shares issuable upon conversion of Preferred Shares and exercise of all Options and Convertible Securities outstanding immediately prior to such issue plus the number of such Additional Ordinary Shares so issued.

(bb) In the event of an issuance of Additional Ordinary Shares at any time after the date on which the first Series B-2 Preferred Share is issued without consideration or for a consideration per Share less than the applicable Series B-2 Conversion Price, the Series B-2 Conversion Price, shall be reduced, concurrently with such issue, to a price equal to the consideration per share received by the Company for such issue or deemed issue of the Additional Ordinary Shares; provided that if such issuance or deemed issuance was without consideration, then the Company shall be deemed to have received an aggregate of US$0.01 of consideration for all such Additional Ordinary Shares issued or deemed to be issued.

(cc) In the event of an issuance of any Series B-2 Preferred Shares upon the exercise of any Series B-2 Warrant, which issuance results in the Adjusted Series B-2 Subscription Price that is less than the then effective Series B Conversion Price or the Series B-1 Conversion Price, as applicable, the Series B Conversion Price or the Series B-1 Conversion Price, as the case may be, shall be reduced, concurrently with such issue, to a price determined by multiplying the applicable Series B Conversion Price or Series B-1 Conversion Price by a fraction, the numerator of which shall be the sum of the number of Ordinary Shares outstanding immediately prior to such issue plus the number of Ordinary Shares issuable upon conversion of all Preferred Shares and exercise of all Options and Convertible Securities outstanding immediately prior to such issue plus the number of Ordinary Shares that the

18

aggregate consideration received by the Company for the issue of Series B-2 Preferred Shares and such additional number of Series B-2 Preferred Shares issued upon the exercise of the Series B-2 Warrant (or number of Ordinary Shares issuable upon exercise of such Series B-2 Preferred Shares) would purchase at the Series B Conversion Price or Series B-1 Conversion Price, as applicable, and the denominator of which shall be the sum of the number of Ordinary Shares outstanding immediately prior to such issue plus the number of Ordinary Shares issuable upon conversion of Preferred Shares and exercise of all Options and Convertible Securities outstanding immediately prior to such issue plus the number of such additional Series B-2 Preferred Shares issued upon exercise of the Series B-2 Warrant.

(v) Determination of Consideration. For purposes of this Article 7.3(d), the consideration received by the Company for the issuance of any Additional Ordinary Shares shall be computed as follows:

(aa) Cash and Property. Such consideration shall:

(i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company excluding amounts paid or payable for accrued interest or accrued Dividends and excluding any discounts, commissions or placement fees payable by the Company to any underwriter or placement agent in connection with the issuance of any Additional Ordinary Shares;

(ii) insofar as it consists of property other than cash, be computed at the fair value thereof at the time of such issue, as determined in good faith by the Board; and

(iii) in the event Additional Ordinary Shares are issued together with other Shares or securities or other assets of the Company for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as reasonably determined in good faith by the Board.

(bb) Options and Convertible Securities. The consideration per Share received by the Company for Additional Ordinary Shares deemed to have been issued pursuant to Article

19

7.3(d)(iii) hereof, relating to Options and Convertible Securities, shall be determined by dividing (i) the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities (determined in the manner described in paragraph (aa) above), plus the minimum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such consideration) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities by (ii) the maximum number of Ordinary Shares (as set forth in the instruments relating thereto, without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(e) Adjustments for Share Dividends, Subdivisions or Combinations of Ordinary Shares. In the event that the Company at any time after the date on which the first Series B-2 Preferred Share is issued shall declare or pay without consideration any Dividends on the Ordinary Shares payable in Ordinary Shares or in any right to acquire Ordinary Shares, or in the event the outstanding Ordinary Shares shall be subdivided (by share split or otherwise than by payment of a Dividend in Ordinary Shares and without a corresponding adjustment to the Preferred Shares), into a greater number of Ordinary Shares, the applicable Conversion Price for the Preferred Shares in effect immediately prior to such subdivision shall, concurrently with the effectiveness of such subdivision, be proportionately decreased. In the event the outstanding Ordinary Shares shall be combined (by reclassification or otherwise) into a lesser number of Ordinary Shares and without a corresponding adjustment to the Preferred Shares, the Conversion Price for the Preferred Shares in effect immediately prior to such combination shall, concurrently with the effectiveness of such combination, be proportionately increased.

(f) Adjustments for Reclassification, Exchange and Substitution. Subject to Article 7.3(b) hereinabove, if the Ordinary Shares issuable upon conversion of the Preferred Shares shall be changed into the same or a different number of Shares of any other series of Shares, whether by capital reorganization, reclassification or otherwise (other than a subdivision or combination of Shares provided for above), then, concurrently with the effectiveness of such reorganization or reclassification, each Preferred Share shall be convertible into, in lieu of

20

the number of Ordinary Shares which the holders would otherwise have been entitled to receive, a number of Shares of such other series of Shares which a holder of the number of Ordinary Shares deliverable upon conversion of such Preferred Shares immediately before that change would have been entitled to receive in such reorganization or reclassification.

(g) No Impairment. Subject to the right of the Company to amend its Memorandum and its Articles or take any other corporate action upon obtaining the necessary approvals required by these Articles and applicable law, the Company will not, by amendment of these Articles or through any reorganization, recapitalization, transfer of assets, consolidation, merger, amalgamation, scheme of arrangement, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Article 7.3 and in the taking of all such action as may be necessary or appropriate to protect the Conversion Rights of the holders of Preferred Shares against impairment.

(h) No Fractional Shares and Certificate as to Adjustments.

(i) No fractional Shares shall be issued upon the conversion of any Preferred Shares, and the number of Ordinary Shares to be issued shall be rounded to the nearest whole Share. Whether or not fractional shares are issuable upon such conversion shall be determined on the basis of the total number of Preferred Shares the holder is at the time converting into Ordinary Shares and the number of Ordinary Shares issuable upon such aggregate conversion.

(ii) Upon the occurrence of each adjustment or readjustment of the applicable Conversion Price for the Preferred pursuant to this Article 7.3, the Company, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and prepare and furnish to each holder of Preferred Shares a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based. The Company shall, upon the written request at any time of any holder of Preferred Shares, furnish or cause to be furnished to such holder a like certificate setting forth (A) such adjustment and readjustment, (B) the applicable Conversion Price at the time in effect, and (C) the number of Ordinary Shares and the amount, if any, of other property that at the time would be received upon the conversion of a Series A Preferred Share, a Series B Preferred Share or a Series B-1 Preferred Share, as the case may be.

21

(i) Notices of Record Date. If the Company shall propose at any time:

(i) to declare any Dividend or distribution upon its Ordinary Shares, whether in cash, property, shares or other securities, whether or not a regular cash Dividend and whether or not out of earnings or earned surplus;

(ii) to offer for subscription pro rata to the holders of any class or series of its Shares any additional Shares of any class or series or other rights;

(iii) to effect any reclassification or recapitalization of its Ordinary Shares outstanding involving a change in the Ordinary Shares; or

(iv) to enter into a merger, amalgamation, consolidation, scheme of arrangement or other business combination with or into any other corporation, or sell, lease or convey all or substantially all its property or business, or to liquidate, dissolve or wind up;

then, in connection with each such event, unless such notice is waived in its entirety or the period for notice shortened with the written consent of holders of a majority of the then outstanding Preferred Shares, voting as a separate series, the Company shall send to the holders of the Preferred Shares at least thirty (30) days’ prior written notice of the date on which a record shall be taken for such Dividend, distribution or subscription rights (and specifying the date on which the holders of Ordinary Shares shall be entitled thereto) or for determining rights to vote in respect of the matters referred to in (iii) and (iv) above.

Each such written notice shall be given by registered first class mail, postage prepaid, return receipt requested addressed to the holders of the Preferred Shares at the address for each such holder as shown on the Register of Members.

(j) Reservation of Shares Issuable Upon Conversion. The Company shall at all times reserve and keep available out of its authorized but unissued Ordinary Share capital, solely for the purpose of effecting the conversion of the Preferred Shares, such number of its Ordinary Shares as shall from time to time be sufficient to effect the conversion of all outstanding Preferred Shares; and if at any time the number of authorized but unissued Ordinary Shares shall not be sufficient to effect the conversion of all then outstanding Preferred Shares, in addition to such other remedies as shall be available to the holder of such Preferred Shares, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Ordinary Share capital to such number of Shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite shareholder approval of any necessary amendment to these Articles and each shareholder agrees to give such approval if requested by the Company.

22

(k) Notice. Any notice required by the provisions of this Article 7.3 to be given to the holders of Preferred Shares shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means permitted under applicable law to the address of each holder of record at the holder’s address appearing on the books of the Company. Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

7.4 Voting Rights. Each holder of any Preferred Shares shall be entitled to the number of votes equal to that number of Ordinary Shares into which such Preferred Shares could then be converted, and with respect to such vote, such holder shall have full voting rights and powers equal to the voting rights and powers of the holders of Ordinary Shares, and shall be entitled, notwithstanding any provision hereof, to notice of any shareholders’ meeting in accordance with these Articles, and shall be entitled to vote, together with holders of Ordinary Shares and not as a separate class (except as specifically provided herein or as otherwise required by law), with respect to any question upon which holders of Ordinary Shares have the right to vote. Fractional votes shall not, however, be permitted and any fractional voting rights available on an as converted basis (after aggregating all shares into which the Preferred Shares held by each holder could be converted) shall be rounded down to the nearest whole number.

7.5 Protective Provisions.

(a) So long as any Series B Preferred Shares, Series B-1 Preferred Shares or any Series B-2 Preferred Shares are outstanding, the Company shall not, without first obtaining the approval by vote or written consent of the Board (including the approval of the Series B Directors, and, solely with respect to item (x) below, the Series A Director):

(i) redeem, repurchase, or acquire, directly or indirectly, any capital shares of the Company, other than repurchases of Ordinary Shares pursuant to Article 18 and the repurchases of Ordinary Shares issued to or held by officers, directors, employees or consultants providing services to the Company or any subsidiary, upon

23

termination of services to the Company, pursuant to the Company’s standard provisions and at or below the original purchase price of such shares (“Termination Repurchases”);

(ii) increase or decrease the number of Ordinary Shares authorized under the Company’s stock option plan;

(iii) issue or grant any shares, options, or other securities of the Company or any of its subsidiaries to any Key Shareholder, whether in connection with an employment agreement or otherwise;

(iv) approve any guarantee or agreement by the Company to indemnify any other person against any loss or liability, other than commercially reasonable warranties or indemnification granted to suppliers, customers and employees in the ordinary course of business;

(v) grant any mortgage, pledge, hypothecation, or other security interest over all or substantially all of the Company’s assets or properties, whether tangible or intangible;

(vi) enter into any purchase, lease, sale, or other transaction by the Company involving real property, except for a lease or termination of a lease of reasonable commercial office space for use by the Company and/or its affiliates;

(vii) borrow or incur indebtedness of the Company or its subsidiaries (including indebtedness in the form of the assumption or guaranty of indebtedness of any other person) which (A) is not in the ordinary course of business or in the business plan approved by the Board, or (B) cumulatively with all other borrowing, indebtedness of the Company in excess of $1,000,000 in the aggregate at any time;

(viii) enter into any transaction or series of related transactions between the Company or any of its subsidiaries and any Key Shareholder, director, officer, employee, consultant or affiliate of the Company (or any person related to or in which any director, officer, employee, consultant or affiliate of the Company holds a financial interest) (A) which involves a loan or advance of any kind (other than reasonable advances for travel expenses); (B) which is not in the ordinary course of business or in the most recent business plan approved by Board; or (C) in which the aggregate value given or received exceeds $50,000 individually or $150,000 in the aggregate during any 12-month period;

24

(ix) enter into any loan, advance, or extension of credit by the Company or its subsidiaries (A) not in the ordinary course of business or in the most recent business plan approved by the Board, or (B) which cumulatively with all other loans and extensions of credit by the Companies exceeds $500,000 in the aggregate at any time;

(x) appoint or remove the Chief Executive Officer, Chief Operating Officer, Managing Director, General Manager, Chief Financial Officer, or Chief Technology Officer of the Company, or increase the compensation of any of the five most highly compensated employees of the Company by more than 15% in any 12-month period (excluding, for purposes of this calculation, bonuses paid in accordance with the Company’s budget);

(xi) change the auditors of the Company or any material accounting policy of the Company;

(xii) delegate any authority in respect of any of the foregoing matters to any committee of the Board;

(xiii) enter into any agreement, commitment, or corporate resolution to do any of the foregoing;

(xiv) take any action that will in the good faith opinion of the Company’s counsel result in taxation of the holders of the Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares under Section 305 of the United States Internal Revenue Code of 1986, as amended; or

(xv) authorize and issue any securities of the Company in connection with any strategic transaction, corporate collaboration or legal settlement to which the Company is a party.

(b) So long as any Series B Preferred Shares, any Series B-1 Preferred Shares, or any Series B-2 Preferred Shares are outstanding, without first obtaining the approval by vote or written consent of the holders of at least two-thirds (2/3) of the sum of all of the then outstanding Series B Preferred Shares, all of the then outstanding Series B-1 Preferred Shares and all of the Series B-2 Preferred Shares, all of such series voting together as a single class on an as-converted basis, the Company shall not, and will not permit any of its subsidiaries to:

(i) amend the Memorandum or these Articles or other constitutional documents of the Company;

(ii) increase or decrease the authorized number of Preferred Shares, or amend or alter the rights, privileges and protections of the Series B Preferred Shares, the Series B-1 Preferred Shares and the Series B-2 Preferred Shares;

25

(iii) authorize, designate, reclassify or issue any Shares or any equity securities convertible or exchangeable into Shares ranking senior to or on parity with the Series B Preferred Shares, the Series B-1 Preferred Shares or the Series B-2 Preferred Shares with respect to liquidation, redemption, dividend rights and other rights, privileges and preferences of the Series B Preferred Shares, the Series B-1 Preferred Shares or the Series B-2 Preferred Shares;

(iv) change the authorized number, manner of election, or term of office of Directors;

(v) declare or pay any dividend or distribution on any Shares or any equity security convertible or exchangeable into Shares ranking junior to the Series B Preferred Shares, the Series B-1 Preferred Shares or the Series B-2 Preferred Shares in liquidation, redemption, or dividend rights or privileges; or redeem or repurchase any shares ranking junior to the Series B Preferred Shares, the Series B-1 Preferred Shares or the Series B-2 Preferred Shares in liquidation, redemption, or dividend rights or privileges except Termination Repurchases;

(vi) enter into or agree to enter into any transaction or series of transactions that would constitute a Liquidation Event; or

(vii) approve any material change to the Company’s fundamental business plan or strategy.

(viii) undertake or enter into any agreement to undertake an Initial Public Offering of Shares unless approved by a majority vote of the Board of Directors of the Company, which majority shall include at least one (1) of the Series B Directors.

(c) Without limiting any voting requirements or protections with respect to the Series B Preferred Shares, the Series B-1 Preferred Shares and the Series B-2 Preferred Shares above, in addition to the approval of the Board, the prior written consent of holders of at least two-thirds (2/3) of the outstanding Series A Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares, all four series voting together as a single class on an as-converted basis, is required to authorize or issue, or obligate the Company to authorize or issue, any new class or series of equity securities of the Company or any majority-owned subsidiary of the Company.

8. Reserved.

26

REGISTER OF MEMBERS

9. The Company shall maintain or cause to be maintained the Register of Members in accordance with the Statute. The Register of Members shall be the only evidence as to who are the Members entitled to examine the Register of Members, the list required by Article 42 or the books of the Company, or to vote in person or by proxy at any meeting of Members.

CLOSING REGISTER OF MEMBERS OR FIXING RECORD DATE

10. For the purpose of determining Members entitled to notice of, or to vote at any meeting of Members or any adjournment thereof, or Members entitled to receive payment of any Dividend, or in order to make a determination of Members for any other proper purpose, the Board may provide that the Register of Members shall be closed for transfers for a stated period that shall not in any case exceed forty (40) days. If the Register of Members shall be closed for the purpose of determining Members entitled to notice of, or to vote at, a meeting of Members, the Register of Members shall be closed for at least ten (10) days immediately preceding the meeting.

11. In lieu of, or apart from, closing the Register of Members, the Board may fix in advance a date as the record date for any such determination of Members entitled to notice of or to vote at a meeting of the Members, or any adjournment thereof, and for the purpose of determining the Members entitled to receive payment of any Dividend.

12. If the Register of Members is not so closed and no record date is fixed for the determination of Members entitled to notice of, or to vote at, a meeting of Members or Members entitled to receive payment of a Dividend, the date on which notice of the meeting is sent or the date on which the resolution of the Board declaring such Dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

CERTIFICATES FOR SHARES

13. A Member shall only be entitled to a share certificate if the Board resolves that share certificates shall be issued. Share certificates representing Shares, if any, shall be in such form as the Board may determine. Share certificates shall be signed by one or more Directors or other person authorised by the Directors. The Directors may authorise certificates to be issued with the authorised signature(s) affixed by mechanical process. All certificates for Shares shall be consecutively numbered or otherwise identified and shall specify the Shares to which they relate. All certificates surrendered to the Company for transfer shall be cancelled and, subject to these Articles, no new certificate shall be issued until the former certificate representing a like number of relevant Shares shall have been surrendered and cancelled.

27

14. The Company shall not be bound to issue more than one certificate for Shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

15. If a share certificate is defaced, worn out, lost or destroyed, it may be renewed on such terms (if any) as to evidence and indemnity and on the payment of such expenses reasonably incurred by the Company in investigating evidence, as the Board may prescribe, and (in the case of defacement or wearing out) upon delivery of the old certificate.

TRANSFER OF SHARES

16. Subject to the provisions of these Articles and any member agreements, to effect the transfer of any Shares, the instrument of transfer with respect to such Shares shall be executed in accordance with the provision of this Article 16. The instrument of transfer of any Share shall be in writing and shall be executed by or on behalf of the transferor (and, if the Board so require, signed by the transferee). The transferor shall be deemed to remain the holder of a Share until the name of the transferee is entered in the Register of Members. The registration of transfers may be suspended at such time and for such periods as the Board may from time to time determine, provided always that such registration shall not be suspended for more than forty five (45) days in any year.

17. Reserved.

REDEMPTION

18.

18.1 Redemption of Series B-2 Preferred Shares. Subject to the provisions in the Statute and the terms and conditions of this Section 18, the Company shall, upon the receiving, at any time after January 1, 2014 (the “B-2 Redemption Availability Date”), a written request for the redemption of the Series B-2 Preferred Shares signed by the holders of at least two-thirds (2/3) of the then outstanding Series B-2 Preferred Shares (the “B-2 Redemption Request”), redeem from funds legally available therefor at the redemption price therefor described in Article 18.3, on a date (the “B-2 Redemption Date”) that is within 90 days following its receipt of such written B-2 Redemption Request, all Series B-2 Preferred Shares that are outstanding on the date the Company receives such first written Redemption Request, until all outstanding Series B-2 Preferred Shares have been redeemed. Notwithstanding the foregoing, if upon the B-2 Redemption Date, the funds and assets of the Company legally available to redeem such stock shall be insufficient to redeem all outstanding Series B-2 Preferred Shares to be redeemed, then the Company shall redeem such number of Series B-2 Preferred Shares as it is able to redeem pro rata from each holder, and any unredeemed shares shall be carried forward and shall be redeemed at the earliest date upon which the Company has funds lawfully available to continue redemption of such unredeemed shares, to the full extent of legally available

28

funds of the Company at such time, and any such unredeemed shares shall continue to be so carried forward until redeemed. The Series B-2 Preferred Shares that are subject to redemption hereunder but that have not been redeemed due to insufficient legally available funds and assets of the Company shall continue to be outstanding and entitled to all dividend, liquidation, and other rights, preferences, privileges and restrictions of the Series B-2 Preferred Shares until such shares have been converted or redeemed.

18.2 Redemption of Series B Preferred Shares and Series B-1 Preferred Shares. Subject to the provisions in the Statute and the terms and conditions of this Section 18, the Company shall, upon the receiving, at any time after the January 1, 2014 (the “B/B-1 Redemption Availability Date”), a written request for the redemption of (i) the Series B Preferred Shares and Series B-1 Preferred Shares signed by the holders of at least two-thirds (2/3) of the then outstanding shares of the Series B Preferred Shares and the Series B-1 Preferred Shares, both series voting together as a single class (“B/B-1 Redemption Request”), redeem from funds legally available therefor at the redemption price therefor described in Article 18.3, on a date (the “B/B-1 Redemption Date”) that is within 90 days following its receipt of such written B/B-1 Redemption Request, all Series B Preferred Shares and Series B-1 Preferred Shares that are outstanding on the date the Company receives such first written B/B-1 Redemption Request, until all outstanding Series B Preferred Shares and Series B-1 Preferred Shares have been redeemed. Notwithstanding the foregoing, if upon the B/B-1 Redemption Date, the funds and assets of the Company legally available to redeem such stock shall be insufficient to redeem all outstanding Series B Preferred Shares and Series B-1 Preferred Shares to be redeemed, then the Company shall redeem such number of Series B Preferred Shares and Series B-1 Preferred Shares as it is able to redeem pro rata from each holder, and any unredeemed shares shall be carried forward and shall be redeemed at the earliest date upon which the Company has funds lawfully available to continue redemption of such unredeemed shares, to the full extent of legally available funds of the Company at such time, and any such unredeemed shares shall continue to be so carried forward until redeemed. The Series B Preferred Shares and the Series B-1 Preferred Shares that are subject to redemption hereunder but that have not been redeemed due to insufficient legally available funds and assets of the Company shall continue to be outstanding and entitled to all dividend, liquidation, and other rights, preferences, privileges and restrictions of the Series B Preferred Shares and Series B-1 Preferred Shares until such shares have been converted or redeemed.

18.3 Redemption Price. The redemption price for each Series B Preferred Share, Series B-1 Preferred Share and Series B-2 Preferred Share redeemed under Articles 18.1 and 18.2 above, respectively, shall be an amount equal to 130% of the Series B Subscription Price, Series B-1 Subscription Price or the Series B-2 Subscription Price (as applicable) per share, plus all declared and unpaid dividends thereon (as appropriately adjusted for any stock splits, stock dividends, reorganizations or the like).

29

18.4 Redemption Notice. At least 20 but no more than 60 days prior to the Redemption Date, written notice shall be mailed by the Company to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Series B Preferred Shares, the Series B-1 Preferred Shares and/or the Series B-2 Preferred Shares to be redeemed (as applicable), at the address last shown on the records of the corporation for such holder or given by the holder in writing to the corporation for the purpose of notice or, if no such address appears or is given, at the place where the principal executive office of the corporation is located, notifying such holder of the redemption to be effected, the redemption price, the number of such holder’s Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares (as applicable) to be redeemed, the place at which payment may be obtained and calling upon such holder to surrender to the Company, in the manner and at the place designated, the certificate or certificates representing the shares to be redeemed (each such notice is referred to herein as the “Redemption Notice”).

18.5 Surrender of Certificates. On or before the Redemption Date, each holder of Series B Preferred Shares, Series B-1 Preferred Shares and/or Series B-2 Preferred Shares (as applicable) to be redeemed on such Redemption Date shall surrender the certificate(s) representing such shares to be redeemed to the Company, in the manner and at the place designated in the relevant Redemption Notice, and thereupon the redemption price for such shares shall be payable to the order of the person whose name appears on such certificate(s) as the owner thereof, and each surrendered certificate shall be canceled and retired. If less than all of the shares represented by such certificate are redeemed, then the corporation shall promptly issue a new certificate representing the unredeemed shares.

18.6 Effect of Redemption. If the relevant Redemption Notice has been duly given, and if on the relevant Redemption Date the redemption price is either paid or made available for payment, then notwithstanding that the certificates evidencing any of the Series B Preferred Shares, the Series B-1 Preferred Shares or the Series B-2 Preferred Shares (as applicable) so called for redemption shall not have been surrendered, all dividends with respect to such shares shall cease to accrue after the relevant Redemption Date, such shares shall not thereafter be transferred on the corporation’s books and all of the rights of the holders of such shares with respect to such shares shall terminate after the relevant Redemption Date, except only the right of the holders to receive the redemption price therefor without interest upon surrender of their certificate(s) therefor.

19. Subject to the provisions of the Statute and the applicable Board and/or shareholder approval provisions of Article 7.5, the Company may repurchase its own Ordinary Shares registered in the name of a person who is or was a Director, officer, employee or consultant of the Company and who has acquired such Ordinary Shares pursuant to a purchase agreement entered into by the Company with such person that allows for the repurchase thereof, such repurchase to be effected to the extent, in the manner and at the time or times, provided for in such agreement, it being expressly recognised that the foregoing constitutes the authorization of a manner of purchase of the Shares as contemplated by section 37(3)(d) of the Statute.

30

20. Subject to the provisions of the Statute and Article 7 (and without prejudice to the authority contained in Article 19), the Company may purchase its own Shares (including any redeemable Shares) provided that the Members shall have approved the manner of purchase by Ordinary Resolution.

21. The Company may make a payment in respect of the redemption or purchase of its own Shares in any manner permitted by the Statute, including out of capital.

VARIATION OF RIGHTS OF SHARES

22. Subject to the applicable shareholder and/or Board approval provisions of Article 7.5, if at any time the share capital of the Company is divided into different classes of Shares, the rights attached to any class (unless otherwise provided by the terms of issue of the Shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of a majority of the issued Shares of that class and the holders of a majority of the issued Shares of any other class that the Board, in their absolute discretion (such determination to be conclusive) determine, may be affected by such variation.

23. The rights conferred upon the holders of the Shares shall not, unless otherwise expressly provided by the terms of issue of the Shares, be deemed to be varied by the creation or issue of further Shares ranking senior thereto or pari passu therewith and the provisions of these Articles relating to general meetings shall apply to every class meeting of the holders of one class of shares except the necessary quorum shall be one or more persons holding or representing by proxy at least a majority of the issued shares of the class and that any holder of shares of the class present in person or by proxy may demand a roll.

COMMISSION ON SALE OF SHARES

24. The Company may, in so far as the Statute permits, pay a commission to any person in consideration of his or her subscribing or agreeing to subscribe whether absolutely or conditionally for any Shares of the Company. Such commissions may be satisfied by the payment of cash and/or the issue of fully or partly paid-up Shares. The Company may also on any issue of Shares pay such brokerage as may be lawful.

NON RECOGNITION OF INTERESTS

25. The Company shall not be bound by or compelled to recognise in any way (even when having notice thereof) any equitable, contingent, future or partial interest in any Share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any Share other than an absolute right to the entirety thereof in the registered holder.

31

TRANSMISSION OF SHARES

26. If a Member dies, the survivor or survivors where such Member was a joint holder, and his or her legal personal representatives where such Member was a sole holder, shall be the only persons recognised by the Company as having any title to such Member’s interest. The estate of a deceased Member is not thereby released from any liability in respect of any Share that had been jointly held by such Member.

27. Any person becoming entitled to a Share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Board, elect either to become the holder of the Share or to have some person nominated by him or her as the transferee. If he or she elects to become the holder, he or she shall give notice to the Company to that effect but the Board shall, in any case, have the same right to decline or suspend registration as they would have had in the case of a transfer by that Member before his death or bankruptcy, as the case may be.

28. If the person so becoming entitled shall elect to be registered as holder such person shall deliver or send to the Company a notice in writing signed by such person stating that he or she so elects.

AMENDMENTS OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND

ALTERATION OF CAPITAL

29. Subject to the applicable shareholder and/or Board approval provisions of Article 7.5, the Company may by Ordinary Resolution:

29.1 increase the share capital by such sum as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

29.2 consolidate and divide all or any of its share capital into Shares of larger amount than its existing Shares;

29.3 by subdivision of its existing Shares or any of them divide the whole or any part of its share capital into Shares of smaller amount than is fixed by the Memorandum or into Shares without par value; and

29.4 cancel any Shares that at the date of the passing of the resolution have not been taken or agreed to be taken by any person.

30. Subject to the provisions of the Statute and the provisions of these Articles as regards the matters to be dealt with by Ordinary Resolution, and subject further to applicable shareholder and/or Board approval provisions of Article 7.5, the Company may by Special Resolution:

30.1 change its name;

32

30.2 alter or add to these Articles;

30.3 alter or add to the Memorandum with respect to any objects, powers or other matters specified therein; and

30.4 reduce its share capital and any capital redemption reserve fund.

REGISTERED OFFICE

31. Subject to the provisions of the Statute, the Company may by resolution of the Board change the location of its Registered Office.

GENERAL MEETINGS

32. All general meetings other than annual general meetings shall be called extraordinary general meetings.

33. The Company shall, if required by the Statute, in each year hold a general meeting as its annual general meeting, and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Board shall appoint and if no other time and place is prescribed by them, it shall be held at the Registered Office on the first Wednesday in June of each year at ten o’clock in the morning. At these meetings, the report of the Board (if any) shall be presented.

34. The Company may hold an annual general meeting, but shall not (unless required by Statute) be obliged to hold an annual general meeting.

35. The Board may call general meetings, and they shall on a Members requisition forthwith proceed to convene an extraordinary general meeting of the Company.

36. A Members requisition is a requisition of (i) Members of the Company holding at the date of deposit of the requisition not less than a majority of the aggregate voting power of all of the Shares (whether Preferred or Ordinary) of the Company entitled to attend and vote at general meetings of the Company, or (ii) Members holding at the time of the requisition, Preferred Shares representing a majority of the Preferred Shares of any series then outstanding.

37. The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office, and may consist of several documents in like form each signed by one or more requisitionists.

38. If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition duly proceed to convene a general meeting to be held within a further twenty-one (21) days, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three (3) months after the expiration of the said twenty-one (21) days.

39. A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

33

NOTICE OF GENERAL MEETINGS

40. At least three (3) days’ notice shall be given of any general meeting unless such notice is waived either before, at or after such meeting by the Members (or their proxies) holding a majority of the aggregate voting power of all of the Shares (whether Preferred or Ordinary) of the Company entitled to attend and vote thereat. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this regulation has been given and whether or not the provisions of the Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed by the Members (or their proxies) holding a majority of the aggregate voting power of all of the Shares (whether Preferred or Ordinary) of the Company entitled to attend and vote thereat.

41. The accidental omission to give notice of a general meeting to, or the non receipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the proceedings of that meeting.

42. The officer of the Company who has charge of the Register of Members of the Company shall prepare and make, at least two (2) days before every general meeting, a complete list of the Members entitled to vote at the general meeting, arranged in alphabetical order, and showing the address of each Member and the number of shares registered in the name of each Member. Such list shall be open to examination by any Member for any purpose germane to the meeting, during ordinary business hours, for a period of at least two (2) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any Member of the Company who is present.

PROCEEDINGS AT GENERAL MEETINGS

43. No business shall be transacted at any general meeting unless a quorum is present at the time when the meeting proceeds to business. The holders of a majority of the aggregate voting power of all of the Shares (whether Preferred or Ordinary) entitled to notice of and to attend and vote at such general meeting present in person or by proxy or if a company or other non-natural person by its duly authorised representative shall be a quorum.

44. A person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

34

45. A resolution in writing (in one or more counterparts) shall be as valid and effective as if the resolution had been passed at a duly convened and held general meeting of the Company if:

45.1 in the case of a Special Resolution, it is signed by all Members required for such Special Resolution to be deemed effective under the Statute; or

45.2 in the case of any resolution passed other than as a Special Resolution, it is signed by Members for the time being holding Shares carrying in aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a general meeting at which all Shares entitled to vote thereon were present and voted (calculated in accordance with Article 54) (or, being companies, signed by their duly authorised representative).

46. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum and the votes present may continue to transact business until adjournment. If, however, such quorum shall not be present or represented at any general meeting, the Members (or their proxies) holding a majority of the aggregate voting power of all of the Shares (whether Preferred or Ordinary) of the Company represented at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Member entitled to vote thereat.

47. The chairman, if any, of the Board shall preside as chairman at every general meeting of the Company, or if there is no such chairman, or if he or she shall not be present within ten (10) minutes after the time appointed for the holding of the meeting, or is unwilling or unable to act, the Directors present shall elect one of their number, or shall designate a Member, to be chairman of the meeting.

48. With the consent of a general meeting at which a quorum is present, the chairman may (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.

49. A resolution put to the vote of the meeting shall be decided on a show of hands unless before or on the declaration of the result of the show of hands, the chairman demands a poll, or any other Member or Members collectively present in person or by proxy and

35

holding at least (i) a majority of the aggregate voting power of all of the Shares (whether Preferred or Ordinary) of the Company entitled to attend and vote at the meeting, or (ii) Preferred Shares representing a majority of the Preferred Shares of any series then outstanding, demand a poll.

50. Unless a poll is duly demanded, a declaration by the chairman that a resolution has been carried or carried unanimously, or by a particular majority, or lost or not carried by a particular majority and an entry to that effect in the minutes of the proceedings of the meeting shall be conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

51. The demand for a poll may be withdrawn.

52. Except on a poll demanded on the election of a chairman or on a question of adjournment, a poll shall be taken as the chairman directs, and the result of the poll shall be deemed to be the resolution of the general meeting at which the poll was demanded.

53. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the general meeting directs, and any business other than that upon which a poll has been demanded or is contingent thereon may proceed pending the taking of the poll.

VOTES OF MEMBERS

54. Except as otherwise required by law or these Articles, the Ordinary Shares and the Preferred Shares shall vote together as a single series on all matters submitted to a vote of Members. Each Ordinary Share issued and outstanding shall have one vote and each Preferred Share issued and outstanding shall have the number of votes equal to the number of Ordinary Shares into which such Preferred Shares are then convertible pursuant to Article 7.3.

55. In the case of joint holders of record, the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the Register of Members.

56. A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his or her committee, receiver, curator bonis or other person on such Member’s behalf appointed by that court, and any such committee, receiver, curator bonis or other person may vote by proxy.

57. No person shall be entitled to vote at any general meeting or at any separate meeting of the holders of a series of Shares unless he or she is registered as a Member on the record date for such meeting nor unless all calls or other monies then payable by such Member in respect of Shares have been paid.

36

58. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at the meeting shall be valid. Any objection made in due time shall be referred to the chairman whose decision shall be final and conclusive.

59. On a poll or on a show of hands, votes may be cast either personally or by proxy. A Member may appoint more than one proxy or the same proxy under one or more instruments to attend and vote at a meeting. Where a Member appoints more than one proxy, the instrument of proxy shall state which proxy is entitled to vote on a show of hands.

60. A Member holding more than one Share need not cast the votes in respect of his or her Shares in the same way on any resolution and therefore may vote a Share or some or all such Shares either for or against a resolution and/or abstain from voting a Share or some or all of the Shares and, subject to the terms of the instrument appointing him or her, a proxy appointed under one or more instruments may vote a Share or some or all of the Shares in respect of which he or she is appointed either for or against a resolution and/or abstain from voting.

PROXIES

61. The instrument appointing a proxy shall be in writing, be executed under the hand of the appointor or of his or her attorney duly authorised in writing, or, if the appointor is a corporation, under the hand of an officer or attorney duly authorised for that purpose. A proxy need not be a Member of the Company.

62. The instrument appointing a proxy shall be deposited at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, no later than the time for holding the meeting or adjourned meeting. The chairman may in any event, at his or her discretion, direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

63. The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked. An instrument appointing a proxy shall be deemed to include the power to demand or join or concur in demanding a poll.

64. Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or transfer was received by the Company at the Registered Office before the commencement of the general meeting or adjourned meeting at which it is sought to use the proxy.

37

CORPORATE MEMBERS

65. Any corporation or other non-natural person that is a Member may in accordance with its constitutional documents, or in the absence of such provision by resolution of its directors or other governing body, authorise such person as it thinks fit to act as its representative at any meeting of the Company or any class of Members, and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he or she represents as the corporation could exercise if it were an individual Member.

SHARES THAT MAY NOT BE VOTED

66. Shares in the Company that are beneficially owned by the Company or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding Shares at any given time.

APPOINTMENT OF DIRECTORS

67. The Board shall consist of seven Directors. The holders of a majority of the Ordinary Shares, voting as a single class, shall be entitled to elect two Directors. The holders of a majority of the Series A Preferred Shares, voting as a single class, shall be entitled to elect one Director (the “Series A Director”). The holders of a majority of the Series B Preferred Shares, plus the Series B-1 Preferred Shares, plus the Series B-2 Preferred Shares, voting together as a single class on an as-converted basis, shall be entitled to elect two Directors (the “Series B Directors”). The holders of a majority of the Ordinary Shares and holders of a majority of the Preferred Shares, with the Ordinary Shares and the Preferred Shares voting as separate classes (and the holders of the Preferred Shares voting together as a single class on an as-converted basis), shall be entitled to elect two Directors (the “Independent Directors”).

POWERS OF DIRECTORS

68. Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by or under the direction of the Directors who may exercise all the powers of the Company; provided, however, that the Company shall not without first obtaining the approval (by vote or written consent, as provided by law) of Members holding a majority of the aggregate voting power of all shares (whether Preferred or Ordinary) effect the sale of all or substantially all of the assets of the Company, or assets of any of its subsidiaries, to any person other than a wholly-owned subsidiary of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Board that would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of the Board at which a quorum is present may exercise all powers exercisable by the Board.

69. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Board shall determine by resolution.

38

70. The Board on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his or her spouse or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

71. The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue debentures, debenture share, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party.

VACATION OF OFFICE AND REMOVAL OF DIRECTOR

72. The office of a Director shall be vacated if:

72.1 a Director gives notice in writing to the Company that he or she resigns the office of Director; or

72.2 if the Director dies, becomes bankrupt or makes any arrangement or composition with such Director’s creditors generally; or

72.3 if the Director is found to be or becomes of unsound mind;

72.4 any Director who shall have been elected by a specified group of Members may be removed during the aforesaid term of office, either for or without cause, by, and only by, the affirmative vote of the holders of a majority of the Shares of such specified group, given at a special meeting of such Members duly called or by an action by written consent for that purpose. Any vacancy in the Board caused as a result of one or more of the events set out in Article 72.1 to 72.3 of any such Director who shall have been elected by a specified group of Members, may be filled by, and only by, the vote of the holders of a majority of the Shares of such specified group given at a special meeting of such Members or by an action by written consent, unless otherwise agreed upon among such Members.

PROCEEDINGS OF DIRECTORS

73. At all meetings of the Board at least four of Directors elected in accordance with Article 67 (including in such Directors the Series B Directors) shall be necessary and sufficient to constitute a quorum for the transaction of business, and the vote of a majority of the Directors present at any meeting at which there is a quorum, shall be the act of the Board of Directors, except as may be otherwise specifically provided by the Statute, the Memorandum or these Articles. If a quorum shall not be present at any meeting of the Board of Directors, the Directors present thereat may adjourn the meeting, until a quorum shall be present. If only one Director is elected, such sole Director shall constitute a quorum.

39

74. Subject to the provisions of the Articles, the Directors may regulate their proceedings as they think fit.

75. A person may participate in a meeting of the Board or committees thereof by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other at the same time. Participation by a person in a meeting in this manner is treated as presence in person at that meeting. Unless otherwise determined by the Board, the meeting shall be deemed to be held at the place where the chairman is at the start of the meeting.

76. A resolution in writing (in one or more counterparts) signed by all the Directors or all the members of a committee of the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors, or committee of Directors as the case may be, duly convened and held.

77. Meetings of the Board may be called by the President or Chief Executive Officer on forty-eight (48) hours’ notice to each Director, either personally or by mail or by facsimile; meetings shall be called by the President, Chief Executive Officer or the Secretary in like manner and on like notice on the written request of one (1) Director unless the Board consists of only one Director; in which case meetings shall be called by the President, Chief Executive Officer or Secretary in like manner or on like notice on the written request of the sole Director.

78. The continuing Directors may act notwithstanding any vacancy in their body, but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Directors, the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

79. The Directors may elect a chairman of their Board and determine the period for which he or she is to hold office; but if no such chairman is elected, or if at any meeting the chairman shall not be present within ten (10) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

80. All acts done by any meeting of the Board or of a committee thereof shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and qualified to be a Director.

PRESUMPTION OF ASSENT

81. A Director of the Company who is present at a meeting of the Board at which action on any Company matter is taken shall be presumed to have assented to the action taken unless the Director’s dissent shall be entered in the minutes of the meeting or unless the Director shall file his or her written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

40

DIRECTORS’ INTERESTS

82. Subject to Article 85, a Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his or her office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

83. Subject to Article 85, a Director may act by him or herself or his or her firm in a professional capacity for the Company and such firm shall be entitled to remuneration for professional services as if such Director were not a Director.

84. Subject to Article 85, a Director of the Company may be or become a director or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise, and no such Director shall be accountable to the Company for any remuneration or other benefits received by such Director as a director or officer of, or from his or her interest in, such other company.

85. In addition to any further restrictions set forth in these Articles, no person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested (each, an “Interested Transaction”) be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such Interested Transaction by reason of such Director holding office or of the fiduciary relation thereby established, so long as the requirements of Section 144 of the General Corporation Law of the State of Delaware in the United States of America (as the same shall be amended hereafter from time to time, and as the same is interpreted through applicable case law) are satisfied with respect to such Interested Transaction as if the Company were a corporation organized under the laws of the State of Delaware and subject to such Section 144.

MINUTES

86. The Directors shall cause minutes to be made in books kept for the purpose of all appointments of officers made by the Directors, all proceedings at meetings of the Company or the holders of any series of Shares and of the Directors, and of committees of Directors including the names of the Directors present at each meeting.

DELEGATION OF DIRECTORS’ POWERS

87. The Directors may approve the delegation of any of their powers to any committee consisting of one or more Directors. The Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Directors of an

41

alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of the absent or disqualified member if such other Director’s appointment is approved or ratified by the Directors. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Directors in the management of the business and affairs of the Company. Each committee shall keep regular minutes and report to the Directors when required. The Directors may also delegate to any managing director or any Director holding any other executive office such of their powers as they consider desirable to be exercised by such person provided that the appointment of a managing director shall be revoked forthwith if he or she ceases to be a Director. Any such delegation may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

88. The Directors may establish any committees, local boards or agencies or appoint any person to be a manager or agent for managing the affairs of the Company and may appoint any person to be a member of such committees or local boards. Any such appointment may be made subject to any conditions the Directors may impose, and either collaterally with or to the exclusion of their own powers and may be revoked or altered. Subject to any such conditions, the proceedings of a committee of Directors shall be governed by the Articles regulating the proceedings of Directors, so far as they are capable of applying.

89. The Directors may by power of attorney or otherwise appoint any person to be the agent of the Company on such conditions as the Directors may determine, provided that the delegation is not to the exclusion of their own powers and may be revoked by the Directors at any time.

90. The Directors may by power of attorney or otherwise appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or authorised signatory of the Company for such purpose and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney or other appointment may contain such provisions for the protection and convenience of persons dealing with any such attorneys or authorised signatories as the Directors may think fit and may also authorise any such attorney or authorised signatory to delegate all or any of the powers, authorities and discretions vested in him or her.

91. The Directors may appoint such officers as they consider necessary on such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors may think fit. Unless otherwise specified in the terms of an officer’s appointment, an officer may be removed by resolution of the Directors or Members.

42

NO MINIMUM SHAREHOLDING

92. The Company in a general meeting may fix a minimum shareholding required to be held by a Director, but unless and until such a shareholding qualification is fixed, a Director is not required to hold Shares.

REMUNERATION OF DIRECTORS

93. The remuneration to be paid to the Directors, if any, shall be such remuneration as the Directors shall determine. The Directors shall also be entitled to be paid all travelling, hotel and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors, or otherwise in connection with the business of the Company in their capacity as a Director, or to receive a fixed allowance in respect thereof as may be determined by the Directors, or a combination partly of one such method and partly the other.

94. The Directors may by resolution approve additional remuneration to any Director for any services other than his or her ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his or her remuneration as a Director.

SEAL

95. The Company may, if the Directors so determine, have a Seal. The Seal shall only be used by the authority of the Directors or of a committee of the Directors authorised by the Directors. Every instrument to which the Seal has been affixed shall be signed by at least one person who shall be either a Director or some officer or other person appointed by the Directors for the purpose.

96. The Company may have for use in any place or places outside the Cayman Islands a duplicate Seal or Seals each of which shall be a facsimile of the common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used.

97. A Director or officer, representative or attorney of the Company may without further authority of the Directors affix the Seal over his or her signature alone to any document of the Company required to be authenticated by him or her under seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

98. Subject to the Statute and these Articles and Article 7.1, the Directors may declare Dividends and distributions on Shares in issue and authorise payment of the Dividends or distributions out of the assets of the Company lawfully available therefor. No Dividend or distribution shall be paid except out of the realised or unrealised profits of the Company, or out of the share premium account or as otherwise permitted by the Statute.

43

99. All Dividends and distributions shall be declared and paid according to the provisions of Articles 7 and 8.

100. The Directors may deduct from any Dividend or distribution payable to any Member all sums of money (if any) then payable by such Member to the Company on account of calls or otherwise.

101. Subject to the provisions of Articles 7 and 8, the Directors may declare that any Dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of shares, debentures or securities of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional Shares and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the basis of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.

102. Any Dividend, distribution, interest or other monies payable in cash in respect of Shares may be paid by wire transfer to the holder or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the registered address of the holder who is first named on the Register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any Dividends, bonuses or other monies payable in respect of the Share held by them as joint holders.

103. No Dividend or distribution shall bear interest against the Company.

104. Any Dividend that cannot be paid to a Member and/or that remains unclaimed after six (6) months from the date of declaration of such Dividend may, in the discretion of the Directors, be paid into a separate account in the Company’s name, provided that the Company shall not be constituted as a trustee in respect of that account and the Dividend shall remain as a debt due to the Member. Any Dividend that remains unclaimed after a period of six (6) years from the date of declaration of such Dividend shall be forfeited and shall revert to the Company.

CAPITALISATION

105. Subject to the applicable shareholder and/or Board approval and provisions of Article 7.5, the Directors may capitalise any sum standing to the credit of any of the Company’s reserve accounts (including share premium account and capital redemption reserve fund) or any sum standing to the credit of profit and loss account or otherwise available for distribution and to appropriate such sum to Members in the proportions in which such sum would have been divisible amongst them had the same been a distribution of profits

44

by way of Dividend and to apply such sum on their behalf in paying up in full unissued Shares for allotment and distribution credited as fully paid-up to and amongst them in the proportion aforesaid. In such event, the Directors shall do all acts and things required to give effect to such capitalisation, with full power to the Directors to make such provisions as they think fit for the case of Shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). The Directors may authorise any person to enter on behalf of all of the Members interested into an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made under such authority shall be effective and binding on all concerned.

BOOKS OF ACCOUNT

106. The Directors shall cause proper books of account to be kept at such place as they may from time to time designate with respect to all sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place, all sales and purchases of goods by the Company and the assets and liabilities of the Company. Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions. The Directors shall from time to time determine whether and to what extent and at what times and places, and under what conditions or regulations, the accounts and books of the Company or any of them shall be open to inspection of Members not being Directors and no such member shall have any right of inspecting any account or book or document of the Company except as conferred by the Statute or authorized by the Directors (either explicitly or implicitly by authorizing the Company to enter into an agreement or contract in which such rights are conferred) or the Company in general meeting.

107. The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

AUDIT

108. The Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors, and may fix the Auditor’s remuneration.

109. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditor.

110. Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in the case of a company that is registered with the Registrar of Companies as an ordinary company, and at the next extraordinary general meeting following their appointment in the case of a company that is registered with the Registrar of Companies as an exempted company and at any other time during their term of office, upon request of the Directors or any general meeting of the Members.

45

NOTICES

111. Notices shall be in writing and may be given by the Company to any Member either personally or by sending it by post, cable, telex, fax or e-mail to such Member or to such Member’s address as shown in the Register of Members (or where the notice is given by e-mail by sending it to the e-mail address provided by such Member). Any notice, if send by post from one country to another, is to be sent airmail.

112. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre paying and posting a letter containing the notice, and shall be deemed to have been received on the seventh day (not including Saturdays or Sundays or public holidays) following the day on which the notice was posted. Where a notice is sent by cable, telex or fax, service of the notice shall be deemed to be effected by properly addressing and sending such notice and shall be deemed to have been received on the same day that it was transmitted. Where a notice is given by e-mail, service shall be deemed to be effected by transmitting the e-mail to the e-mail address provided by the intended recipient and shall be deemed to have been received on the same day that it was sent and it shall not be necessary for the receipt of the e-mail to be acknowledged by the recipient.

113. A notice may be given by the Company to the person or persons that the Company has been advised are entitled to a Share or Shares in consequence of the death or bankruptcy of a Member in the same manner as other notices that are required to be given under these Articles and shall be addressed to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company, by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

114. Notice of every general meeting shall be given in any manner hereinbefore authorised to every person shown as a Member in the Register of Members on the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the Register of Members and every person upon whom the ownership of a Share devolves by reason of his or her being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his or her death or bankruptcy would be entitled to receive notice of the meeting, and no other person shall be entitled to receive notices of general meetings.

115. Whenever any notice is required by law or these Articles to be given to any Director, member of a committee or Member, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto.

46

WINDING UP

116. If the Company shall be wound up, assets available for distribution amongst the Members shall be distributed in accordance with Articles 7 and 8.

117. If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the Company and any other sanction required by the Statute and subject to the applicable approval provisions of Articles 7 and 8, divide amongst the Members in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the Members as the liquidator, with the like sanction, shall think fit, but so that no Member shall be compelled to accept any asset upon which there is a liability.

INDEMNITY

118. To the maximum extent permitted by applicable law, the Directors and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs, charges, losses, damages and expenses that they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own wilful neglect or wilful default, and no such Director or officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other Director or officer or trustee or for joining in any receipt for the sake of conformity or for the solvency or honesty of any banker or other persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his or her office or trust unless the same shall happen through the wilful neglect or wilful default of such Director or officer or trustee. Except with respect to proceedings to enforce rights to indemnification pursuant to this Article, the Company shall indemnify any such indemnitee pursuant to this Article in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board. The right to indemnification conferred in this Article 118 shall include the right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its final disposition to the maximum extent provided by, and subject to the requirements of, applicable law, so long as the indemnitee agrees with the Company to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article.

47

119. To the maximum extent permitted by applicable law, the Directors and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall not be personally liable to the Company or its Members for monetary damages for breach of their duty in their respective offices, except such (if any) as they shall incur or sustain by or through their own wilful neglect or wilful default respectively.

FINANCIAL YEAR

120. Unless the Directors otherwise prescribe, the financial year of the Company shall end on 31st December in each year and, following the year of incorporation, shall begin on 1st January in each year.

TRANSFER BY WAY OF CONTINUATION

121. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of a Special Resolution, have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

48

EX-3.2

Exhibit 3.2

THE COMPANIES LAW

EXEMPTED COMPANY LIMITED BY SHARES

AMENDED AND RESTATED

MEMORANDUM OF ASSOCIATION

OF

MONTAGE TECHNOLOGY GROUP LIMITED

1. The name of the Company is Montage Technology Group Limited.

2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, 4^th Floor, Scotia Centre, PO Box 2804, George Town, Grand Cayman, Cayman Islands or such other place as the Directors may from time to time decide.

3. Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted and shall include, but without limitation to act and to perform all the functions of a holding company in all its branches and to coordinate the policy and administration of any subsidiary company or companies wherever incorporated or carrying on business or of any group of companies of which the Company or any subsidiary company is a member or which are in any manner controlled directly or indirectly by the Company.

4. Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Law (Revised).

5. Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

6. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

7. The liability of each member is limited to the amount from time to time unpaid on such member's shares.

1

8. The share capital of the Company is US$2,500,000 divided into 500,000,000 shares of a nominal or par value of US$0.005 each, with the power for the Company, insofar as is permitted by law, to redeem or purchase any of its shares and to increase or reduce the said share capital subject to the provisions of the Companies Law (Revised) and the Articles of Association of the Company and to issue any part of its capital, whether original, redeemed or increased, with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions; and so that, unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the power hereinbefore contained.

9. The Company may exercise the power contained in the Companies Law to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

2

The Companies Law (Revised)

Company Limited by Shares

THE AMENDED AND RESTATED

ARTICLES OF ASSOCIATION

OF

MONTAGE TECHNOLOGY GROUP LIMITED

(Adopted by way of a special resolution passed on August 13, 2013)

3

I N D E X

SUBJECT	Article No.
Table A		1
Interpretation		2
Share Capital		3
Alteration Of Capital		4-7
Share Rights		8-9
Variation Of Rights		10-11
Shares		12-15
Share Certificates		16-21
Lien		22-24
Calls On Shares		25-33
Forfeiture Of Shares		34-42
Register Of Members		43-44
Record Dates		45
Transfer Of Shares		46-51
Transmission Of Shares		52-54
Untraceable Members		55
General Meetings		56-58
Notice Of General Meetings		59-60
Proceedings At General Meetings		61-65
Voting		66-77
Proxies		78-83
Corporations Acting By Representatives		84
No Action By Written Resolutions Of Members		85
Board Of Directors		86
Disqualification Of Directors		89
Executive Directors		90-91
Alternate Directors		92-95
Directors’ Fees And Expenses		96-98
Directors’ Interests		99-102
General Powers Of The Directors		103-108
Borrowing Powers		109-112
Proceedings Of The Directors		113-122
Audit Committee		123-125
Officers		126-129
Register of Directors and Officers		130
Minutes		131
Seal		132
Authentication Of Documents		133
Destruction Of Documents		134
Dividends And Other Payments		135-144
Reserves		145
Capitalisation		146-147
Subscription Rights Reserve		148

Accounting Records	149-153
Audit	154-159
Notices	160-162
Signatures	163
Winding Up	164-165
Indemnity	166
Amendment To Memorandum and Articles of Association And Name of Company	167
Information	168

TABLE A

1. The regulations in Table A in the Schedule to the Companies Law (Revised) do not apply to the Company.

INTERPRETATION

2. (1) In these Articles, unless the context otherwise requires, the words standing in the first column of the following table shall bear the meaning set opposite them respectively in the second column.

WORD	MEANING
Advance Notice Date”	has the meaning set out in Article 61 of these Articles.
“Affiliate”	in the case of a natural person, such person’s parents, parents-in-law, spouse, children or grandchildren, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by such person or any of the foregoing, (ii) in the case of an entity, a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty percent (50%) of the voting power of the corporation, or the partnership or other entity (other than, in the case of corporation, share having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity.
“Audit Committee”	the audit committee of the Company formed by the Board pursuant to Article 124) hereof, or any successor audit committee.
“Auditor”	the independent auditor of the Company which shall be an internationally recognized firm of independent accountants.

- 1 -

“Articles”	these Articles in their present form or as supplemented or amended or substituted from time to time.
“beneficially owned”,	“and terms correlative thereto such as “beneficially owning” “beneficial owner”, and with respect to any shares, has the meaning ascribed to such term under Rule 13d-3(a) of the Exchange Act. ,
“Board” or “Directors”	the board of directors of the Company for the time being.
“capital”	the share capital from time to time of the Company.
“Chairman”	has the meaning set out in Article 126 of these Articles.
“clear days”	in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.
“clearing house”	a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.
“Company”	Montage Technology Group Limited.
“competent regulatory authority”	a competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory.
“debenture” and “debenture holder”	include debenture stock and debenture stockholder respectively.
“Designated Stock Exchange”	the NASDAQ Stock Market or any other stock exchange or automated quotation system on which the Company’s securities are then traded
“dollars” and “$”	dollars, the legal currency of the United States of America.

- 2 -

“economic interest”	in respect of shares of the Company, , the right to directly or indirectly receive any return on such shares, including through options, swaps or other derivative securities or synthetic arrangements.
“Exchange Act”	the Securities Exchange Act of 1934, as amended.
“head office”	such office of the Company as the Directors may from time to time determine to be the principal office of the Company.
“Law”	The Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands.
“Member”	a duly registered holder from time to time of the shares in the capital of the Company.
“Member’s Notice”	has the meaning set out in Article 61 of these Articles.
“month”	a calendar month.
“NASD”	National Association of Securities Dealers.
“NASD Rules”	the rules set forth in the NASD Manual.
“Notice”	written notice unless otherwise specifically stated and as further defined in these Articles.
“Office”	the registered office of the Company for the time being.
“ordinary resolution”	a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice has been duly given;
“paid up”	paid up or credited as paid up.
“Register”	the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.

- 3 -

“Registration Office”	in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered.
“Required Interest”	one percent (1%) of the issued share capital of the Company entitled to vote at a general meeting, based upon the number of issued voting shares of the Company most recently disclosed by the Company in a public filing with the SEC prior to the notice of the relevant Member referred to in Article 61.
“share”	any share in the capital of the Company, including the ordinary shares and shares of other classes;
“SEC”	the United States Securities and Exchange Commission.
“Seal”	common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands.
“Secretary”	any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.
“special resolution”	a resolution shall be a special resolution when it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being

- 4 -

	a majority together holding not less than ninety-five (95) per cent. in nominal value of the shares giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than ten (10) clear days’ Notice has been given;
	a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes.
“Statutes”	the Law and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles.
“year”	a calendar year.

(2) In these Articles, unless there be something within the subject or context inconsistent with such construction:

(a) words importing the singular include the plural and vice versa;

(b) words importing a gender include both gender and the neuter;

(c) words importing persons include companies, associations and bodies of persons whether corporate or not;

(d) the words:

(i) “may” shall be construed as permissive;

(ii) “shall” or “will” shall be construed as imperative;

(e) expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;

- 5 -

(f) references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;

(g) save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;

(h) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.

SHARE CAPITAL

3. (1) The share capital of the Company at the date on which these Articles come into effect shall be divided into shares of a nominal or par value of $0.005 each.

(2) Subject to the Law, the Company’s Memorandum and Articles of Association and, where applicable, the rules of the Designated Stock Exchange and/or any competent regulatory authority, the Company shall have the power to purchase or otherwise acquire its own shares and such power shall be exercisable by the Board in such manner, upon such terms and subject to such conditions as it in its absolute discretion thinks fit and any determination by the Board of the manner of purchase shall be deemed authorised by these Articles for purposes of the Law.

(3) No share shall be issued to bearer.

ALTERATION OF CAPITAL

4. The Company may from time to time by ordinary resolution in accordance with the Law alter the conditions of its Memorandum of Association to:

(a) increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

(b) consolidate and divide all or any of its capital into shares of larger amount than its existing shares;

- 6 -

(c) without prejudice to the powers of the Board under Article 12, divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that, for the avoidance of doubt, where a class of shares has been authorized by the Company no resolution of the Company in general meeting is required for the issuance of shares of that class and the Directors may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;

(d) sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Company’s Memorandum of Association (subject, nevertheless, to the Law), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;

(e) cancel any shares which, at the date of the passing of the resolution, have not been taken, or agreed to be taken, by any person, and diminish the amount of its capital by the amount of the shares so cancelled or, in the case of shares, without par value, diminish the number of shares into which its capital is divided.

5. The Board may settle as it considers expedient any difficulty which arises in relation to any consolidation and division under the last preceding Article and in particular but without prejudice to the generality of the foregoing may issue certificates in respect of fractions of shares or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the Members who would have been entitled to the fractions, and for this purpose the Board may authorise some person to transfer the shares representing fractions to their purchaser or resolve that such net proceeds be paid to the Company for the Company’s benefit. Such purchaser will not be bound to see to the application of the purchase money nor will his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

6. The Company may from time to time by special resolution, subject to any confirmation or consent required by the Law, reduce its share capital or any capital redemption reserve or other undistributable reserve in any manner permitted by law.

- 7 -

7. Except so far as otherwise provided by the conditions of issue, or by these Articles, any capital raised by the creation of new shares shall be treated as if it formed part of the original capital of the Company, and such shares shall be subject to the provisions contained in these Articles with reference to the payment of calls and instalments, transfer and transmission, forfeiture, lien, cancellation, surrender, voting and otherwise.

SHARE RIGHTS

8. Subject to the provisions of the Law, the rules of the Designated Stock Exchange and the Company’s Memorandum and Articles of Association and to any special rights conferred on the holders of any shares or class of shares, and without prejudice to Article 12 hereof, any share in the Company (whether forming part of the present capital or not) may be issued with or have attached thereto such rights or restrictions whether in regard to dividend, voting, return of capital or otherwise as the Board may determine, including without limitation on terms that they may be, or at the option of the Company or the holder are, liable to be redeemed on such terms and in such manner, including out of capital, as the Board may deem fit.

9. Subject to the Law, any preferred shares may be issued or converted into shares that, at a determinable date or at the option of the Company or the holder, are liable to be redeemed on such terms and in such manner as the Company before the issue or conversion may by ordinary resolution of the Members determine. Where the Company purchases for redemption a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price as may from time to time be determined by the Board, either generally or with regard to specific purchases. If purchases are by tender, tenders shall comply with applicable laws.

VARIATION OF RIGHTS

10. Subject to the Law and without prejudice to Article 8, all or any of the special rights for the time being attached to the shares or any class of shares may, unless otherwise provided by the terms of issue of the shares of that class, from time to time (whether or not the Company is being wound up) be varied, modified or abrogated with the sanction of a special resolution passed at a separate general meeting of the holders of the shares of that class. To every such separate general meeting all the provisions of these Articles relating to general meetings of the Company shall, mutatis mutandis, apply, but so that:

(a) the necessary quorum (whether at a separate general meeting or at its adjourned meeting) shall be a person or persons or (in the case of a Member being a corporation) its duly authorized representative together holding or representing by proxy not less than one-third in nominal value of the issued shares of that class;

- 8 -

(b) every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and

(c) any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.

11. The special rights conferred upon the holders of any shares or class of shares shall not, unless otherwise expressly provided in the rights attaching to or the terms of issue of such shares, be deemed to be varied, modified or abrogated by the creation or issue of further shares ranking pari passu therewith.

SHARES

12. (1) Subject to the Law, these Articles and, where applicable, the rules of the Designated Stock Exchange and without prejudice to any special rights or restrictions for the time being attached to any shares or any class of shares, the unissued shares of the Company (whether forming part of the original or any increased capital) shall be at the disposal of the Board, which may offer, allot, grant options over or otherwise dispose of them to such persons, at such times and for such consideration and upon such terms and conditions as the Board may in its absolute discretion determine but so that no shares shall be issued at a discount. In particular and without prejudice to the generality of the foregoing, the Board is hereby empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by Law. Without limiting the generality of the foregoing, the resolution or resolutions of the Board providing for the establishment of any class or series of preferred shares may, to the extent permitted by law, provide that such class or series shall be superior to, rank equally with or be junior to the preferred shares of any other class or series.

(2) Neither the Company nor the Board shall be obliged, when making or granting any allotment of, offer of, option over or disposal of shares, to make, or make available, any such allotment, offer, option or shares to Members or others with registered addresses in any particular territory or territories being a territory or territories where, in the absence of a registration statement or other special formalities, this would or might, in the opinion of the Board, be unlawful or impracticable. Members affected as a result of the

- 9 -

foregoing sentence shall not be, or be deemed to be, a separate class of members for any purpose whatsoever. Except as otherwise expressly provided in the resolution or resolutions of the Board providing for the establishment of any class or series of preferred shares, no vote of the holders of preferred shares or of ordinary shares shall be a prerequisite to the issuance of any shares of any class or series of the preferred shares authorized by and complying with the conditions of the Memorandum of Association and these Articles

(3) The Board may issue options, warrants or convertible securities or securities of similar nature conferring the right upon the holders thereof to subscribe for, purchase or receive any class of shares or securities in the capital of the Company on such terms as it may from time to time determine.

13. The Company may in connection with the issue of any shares exercise all powers of paying commission and brokerage conferred or permitted by the Law. Subject to the Law, the commission may be satisfied by the payment of cash or by the allotment of fully or partly paid shares or partly in one and partly in the other.

14. Except as required by law, no person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or required in any way to recognise (even when having notice thereof) any equitable, contingent, future or partial interest in any share or any fractional part of a share or (except only as otherwise provided by these Articles or by law) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

15. Subject to the Law and these Articles, the Board may at any time after the allotment of shares but before any person has been entered in the Register as the holder, recognise a renunciation thereof by the allottee in favour of some other person and may accord to any allottee of a share a right to effect such renunciation upon and subject to such terms and conditions as the Board considers fit to impose.

SHARE CERTIFICATES

16. Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon.

- 10 -

17. (1) In the case of a share held jointly by several persons, the Company shall not be bound to issue more than one certificate therefor and delivery of a certificate to one of several joint holders shall be sufficient delivery to all such holders.

(2) Where a share stands in the names of two or more persons, the person first named in the Register shall as regards service of notices and, subject to the provisions of these Articles, all or any other matters connected with the Company, except the transfer of the shares, be deemed the sole holder thereof.

18. Every person whose name is entered, upon an allotment of shares, as a Member in the Register shall be entitled, without payment, to receive one certificate for all such shares of any one class or several certificates each for one or more of such shares of such class upon payment for every certificate after the first of such reasonable out-of-pocket expenses as the Board from time to time determines.

19. Share certificates shall be issued within the relevant time limit as prescribed by the Law or as the Designated Stock Exchange may from time to time determine, whichever is the shorter, after allotment or, except in the case of a transfer which the Company is for the time being entitled to refuse to register and does not register, after lodgment of a transfer with the Company.

20. (1) Upon every transfer of shares the certificate held by the transferor shall be given up to be cancelled, and shall forthwith be cancelled accordingly, and a new certificate shall be issued to the transferee in respect of the shares transferred to him at such fee as is provided in paragraph (2) of this Article. If any of the shares included in the certificate so given up shall be retained by the transferor a new certificate for the balance shall be issued to him at the aforesaid fee payable by the transferor to the Company in respect thereof.

(2) The fee referred to in paragraph (1) above shall be an amount not exceeding the relevant maximum amount as the Designated Stock Exchange may from time to time determine provided that the Board may at any time determine a lower amount for such fee.

21. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed a new certificate representing the same shares may be issued to the relevant Member upon request and on payment of such fee as the Company may determine and, subject to compliance with such terms (if any) as to evidence and indemnity and to payment of the costs and reasonable out-of-pocket expenses of the Company in investigating such evidence and preparing such indemnity as the Board may think fit and, in case of damage or defacement, on delivery of the old certificate to the Company provided always that where share warrants have been issued, no new share warrant shall be issued to replace one that has been lost unless the Board has determined that the original has been destroyed.

- 11 -

LIEN

22. The Company shall have a first and paramount lien on every share (not being a fully paid share) for all moneys (whether presently payable or not) called or payable at a fixed time in respect of that share. The Company shall also have a first and paramount lien on every share (not being a fully paid share) registered in the name of a Member (whether or not jointly with other Members) for all amounts of money presently payable by such Member or his estate to the Company whether the same shall have been incurred before or after notice to the Company of any equitable or other interest of any person other than such member, and whether the period for the payment or discharge of the same shall have actually arrived or not, and notwithstanding that the same are joint debts or liabilities of such Member or his estate and any other person, whether a Member of the Company or not. The Company’s lien on a share shall extend to all dividends or other moneys payable thereon or in respect thereof. The Board may at any time, generally or in any particular case, waive any lien that has arisen or declare any share exempt in whole or in part, from the provisions of this Article.

23. Subject to these Articles, the Company may sell in such manner as the Board determines any share on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable, or the liability or engagement in respect of which such lien exists is liable to be presently fulfilled or discharged nor until the expiration of fourteen (14) clear days after a notice in writing, stating and demanding payment of the sum presently payable, or specifying the liability or engagement and demanding fulfilment or discharge thereof and giving notice of the intention to sell in default, has been served on the registered holder for the time being of the share or the person entitled thereto by reason of his death or bankruptcy.

24. The net proceeds of the sale shall be received by the Company and applied in or towards payment or discharge of the debt or liability in respect of which the lien exists, so far as the same is presently payable, and any residue shall (subject to a like lien for debts or liabilities not presently payable as existed upon the share prior to the sale) be paid to the person entitled to the share at the time of the sale. To give effect to any such sale the Board may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares so transferred and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale.

CALLS ON SHARES

25. Subject to these Articles and to the terms of allotment, the Board may from time to time make calls upon the Members in respect of any moneys unpaid on their shares (whether on account of the nominal value of the shares or by way of premium), and each Member shall (subject to being given at least fourteen (14) clear days’ Notice specifying the time and place of payment) pay to the Company as required by such notice the amount called on his shares. A call may be extended, postponed or revoked in whole or in part as the Board determines but no Member shall be entitled to any such extension, postponement or revocation except as a matter of grace and favour.

- 12 -

26. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call was passed and may be made payable either in one lump sum or by instalments.

27. A person upon whom a call is made shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect of which the call was made. The joint holders of a share shall be jointly and severally liable to pay all calls and instalments due in respect thereof or other moneys due in respect thereof.

28. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest on the amount unpaid from the day appointed for payment thereof to the time of actual payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board may determine, but the Board may in its absolute discretion waive payment of such interest wholly or in part.

29. No Member shall be entitled to receive any dividend or bonus or to be present and vote (save as proxy for another Member) at any general meeting either personally or by proxy, or be reckoned in a quorum, or exercise any other privilege as a Member until all calls or instalments due by him to the Company, whether alone or jointly with any other person, together with interest and expenses (if any) shall have been paid.

30. On the trial or hearing of any action or other proceedings for the recovery of any money due for any call, it shall be sufficient to prove that the name of the Member sued is entered in the Register as the holder, or one of the holders, of the shares in respect of which such debt accrued, that the resolution making the call is duly recorded in the minute book, and that notice of such call was duly given to the Member sued, in pursuance of these Articles; and it shall not be necessary to prove the appointment of the Directors who made such call, nor any other matters whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of the debt.

31. Any amount payable in respect of a share upon allotment or at any fixed date, whether in respect of nominal value or premium or as an instalment of a call, shall be deemed to be a call duly made and payable on the date fixed for payment and if it is not paid the provisions of these Articles shall apply as if that amount had become due and payable by virtue of a call duly made and notified.

32. On the issue of shares the Board may differentiate between the allottees or holders as to the amount of calls to be paid and the times of payment.

- 13 -

33. The Board may, if it thinks fit, receive from any Member willing to advance the same, and either in money or money’s worth, all or any part of the moneys uncalled and unpaid or instalments payable upon any shares held by him and upon all or any of the moneys so advanced (until the same would, but for such advance, become presently payable) pay interest at such rate (if any) as the Board may decide. The Board may at any time repay the amount so advanced upon giving to such Member not less than one (1) month’s Notice of its intention in that behalf, unless before the expiration of such notice the amount so advanced shall have been called up on the shares in respect of which it was advanced. Such payment in advance shall not entitle the holder of such share or shares to participate in respect thereof in a dividend subsequently declared.

FORFEITURE OF SHARES

34. (1) If a call remains unpaid after it has become due and payable the Board may give to the person from whom it is due not less than fourteen (14) clear days’ Notice:

(a) requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and

(b) stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.

(2) If the requirements of any such Notice are not complied with, any share in respect of which such Notice has been given may at any time thereafter, before payment of all calls and interest due in respect thereof has been made, be forfeited by a resolution of the Board to that effect, and such forfeiture shall include all dividends and bonuses declared in respect of the forfeited share but not actually paid before the forfeiture.

35. When any share has been forfeited, notice of the forfeiture shall be served upon the person who was before forfeiture the holder of the share. No forfeiture shall be invalidated by any omission or neglect to give such Notice.

36. The Board may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture will include surrender.

37. Any share so forfeited shall be deemed the property of the Company and may be sold, re-allotted or otherwise disposed of to such person, upon such terms and in such manner as the Board determines, and at any time before a sale, re-allotment or disposition the forfeiture may be annulled by the Board on such terms as the Board determines.

38. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares but nevertheless shall remain liable to pay the Company all moneys which at the date of forfeiture were presently payable by him to the Company in respect of the shares, with (if the Directors shall in their discretion so require) interest

- 14 -

thereon from the date of forfeiture until payment at such rate (not exceeding twenty per cent. (20%) per annum) as the Board determines. The Board may enforce payment thereof if it thinks fit, and without any deduction or allowance for the value of the forfeited shares, at the date of forfeiture, but his liability shall cease if and when the Company shall have received payment in full of all such moneys in respect of the shares. For the purposes of this Article any sum which, by the terms of issue of a share, is payable thereon at a fixed time which is subsequent to the date of forfeiture, whether on account of the nominal value of the share or by way of premium, shall notwithstanding that time has not yet arrived be deemed to be payable at the date of forfeiture, and the same shall become due and payable immediately upon the forfeiture, but interest thereon shall only be payable in respect of any period between the said fixed time and the date of actual payment.

39. A declaration by a Director or the Secretary that a share has been forfeited on a specified date shall be conclusive evidence of the facts therein stated as against all persons claiming to be entitled to the share, and such declaration shall (subject to the execution of an instrument of transfer by the Company if necessary) constitute a good title to the share, and the person to whom the share is disposed of shall be registered as the holder of the share and shall not be bound to see to the application of the consideration (if any), nor shall his title to the share be affected by any irregularity in or invalidity of the proceedings in reference to the forfeiture, sale or disposal of the share. When any share shall have been forfeited, notice of the declaration shall be given to the Member in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register, but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or make any such entry.

40. Notwithstanding any such forfeiture as aforesaid the Board may at any time, before any shares so forfeited shall have been sold, re-allotted or otherwise disposed of, permit the shares forfeited to be bought back upon the terms of payment of all calls and interest due upon and expenses incurred in respect of the share, and upon such further terms (if any) as it thinks fit.

41. The forfeiture of a share shall not prejudice the right of the Company to any call already made or instalment payable thereon.

42. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTER OF MEMBERS

43. (1) The Company shall keep in one or more books a Register of its Members and shall enter therein the following particulars, that is to say:

- 15 -

(a) the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares;

(b) the date on which each person was entered in the Register; and

(c) the date on which any person ceased to be a Member.

(2) The Company may keep an overseas or local or other branch register of Members resident in any place, and the Board may make and vary such regulations as it determines in respect of the keeping of any such register and maintaining a Registration Office in connection therewith.

44. The Register and branch register of Members, as the case may be, shall be open to inspection for such times and on such days as the Board shall determine by Members without charge or by any other person, upon a maximum payment of $2.50 or such other sum specified by the Board, at the Office or Registration Office or such other place at which the Register is kept in accordance with the Law. The Register including any overseas or local or other branch register of Members may, subject to compliance with any notice requirement of the Designated Stock Exchange, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.

RECORD DATES

45. For the purpose of determining the Members entitled to notice of or to vote at any general meeting, or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of shares or for the purpose of any other lawful action, the Board may fix, in advance, a date as the record date for any such determination of Members, which date shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other such action.

If the Board does not fix a record date for any general meeting, the record date for determining the Members entitled to a notice of or to vote at such meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if in accordance with these Articles notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If corporate action without a general meeting is to be taken, the record date for determining the Members entitled to express consent to such corporate action in writing, when no prior action by the Board is necessary, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Company by delivery to its head office. The record date for determining the Members for any other purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

- 16 -

A determination of the Members of record entitled to notice of or to vote at a meeting of the Members shall apply to any adjournment of the meeting; provided, however, that the Board may fix a new record date for the adjourned meeting.

TRANSFER OF SHARES

46. Subject to these Articles, any Member may transfer all or any of his shares by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or a central depository house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.

47. The instrument of transfer shall be executed by or on behalf of the transferor and the transferee provided that the Board may dispense with the execution of the instrument of transfer by the transferee in any case which it thinks fit in its discretion to do so. Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain the holder of the share until the name of the transferee is entered in the Register in respect thereof. Nothing in these Articles shall preclude the Board from recognising a renunciation of the allotment or provisional allotment of any share by the allottee in favour of some other person.

48. (1) The Board may, in its absolute discretion, and without giving any reason therefor, refuse to register a transfer of any share (not being a fully paid up share) to a person of whom it does not approve, or any share issued under any share incentive scheme for employees upon which a restriction on transfer imposed thereby still subsists, and it may also, without prejudice to the foregoing generality, refuse to register a transfer of any share to more than four joint holders or a transfer of any share (not being a fully paid up share) on which the Company has a lien.

(2) The Board in so far as permitted by any applicable law may, in its absolute discretion, at any time and from time to time transfer any share upon the Register to any branch register or any share on any branch register to the Register or any other branch register. In the event of any such transfer, the shareholder requesting such transfer shall bear the cost of effecting the transfer unless the Board otherwise determines.

(3) Unless the Board otherwise agrees (which agreement may be on such terms and subject to such conditions as the Board in its absolute discretion may from time to time determine, and which agreement the Board shall, without giving any reason therefor, be entitled in its absolute discretion to give or withhold), no shares upon the Register shall be

- 17 -

transferred to any branch register nor shall shares on any branch register be transferred to the Register or any other branch register and all transfers and other documents of title shall be lodged for registration, and registered, in the case of any shares on a branch register, at the relevant Registration Office, and, in the case of any shares on the Register, at the Office or such other place at which the Register is kept in accordance with the Law.

49. Without limiting the generality of the last preceding Article, the Board may decline to recognise any instrument of transfer unless:-

(a) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable or such lesser sum as the Board may from time to time require is paid to the Company in respect thereof;

(b) the instrument of transfer is in respect of only one class of share;

(c) the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Law or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

(d) if applicable, the instrument of transfer is duly and properly stamped.

50. If the Board refuses to register a transfer of any share, it shall, within three months after the date on which the transfer was lodged with the Company, send to each of the transferor and transferee notice of the refusal.

51. The registration of transfers of shares or of any class of shares may, subject to compliance with any notice requirement of the Designated Stock Exchange, be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.

TRANSMISSION OF SHARES

52. If a Member dies, the survivor or survivors where the deceased was a joint holder, and his legal personal representatives where he was a sole or only surviving holder, will be the only persons recognised by the Company as having any title to his interest in the shares; but nothing in this Article will release the estate of a deceased Member (whether sole or joint) from any liability in respect of any share which had been solely or jointly held by him.

- 18 -

53. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member may, upon such evidence as to his title being produced as may be required by the Board, elect either to become the holder of the share or to have some person nominated by him registered as the transferee thereof. If he elects to become the holder he shall notify the Company in writing either at the Registration Office or Office, as the case may be, to that effect. If he elects to have another person registered he shall execute a transfer of the share in favour of that person. The provisions of these Articles relating to the transfer and registration of transfers of shares shall apply to such notice or transfer as aforesaid as if the death or bankruptcy of the Member had not occurred and the notice or transfer were a transfer signed by such Member.

54. A person becoming entitled to a share by reason of the death or bankruptcy or winding-up of a Member shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share. However, the Board may, if it thinks fit, withhold the payment of any dividend payable or other advantages in respect of such share until such person shall become the registered holder of the share or shall have effectually transferred such share, but, subject to the requirements of Article 75(2) being met, such a person may vote at meetings.

UNTRACEABLE MEMBERS

55. (1) Without prejudice to the rights of the Company under paragraph (2) of this Article, the Company may cease sending cheques for dividend entitlements or dividend warrants by post if such cheques or warrants have been left uncashed on two consecutive occasions. However, the Company may exercise the power to cease sending cheques for dividend entitlements or dividend warrants after the first occasion on which such a cheque or warrant is returned undelivered.

(2) The Company shall have the power to sell, in such manner as the Board thinks fit, any shares of a Member who is untraceable, but no such sale shall be made unless:

(a) all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles have remained uncashed;

(b) so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

(c) the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers to be made in accordance with the requirements of, the Designated Stock Exchange of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three (3) months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement.

- 19 -

For the purpose of the foregoing, the “relevant period” means the period commencing twelve (12) years before the date of publication of the advertisement referred to in paragraph (c) of this Article and ending at the expiry of the period referred to in that paragraph.

(3) To give effect to any such sale the Board may authorise some person to transfer the said shares and an instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former Member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any money earned from the net proceeds which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the Member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity.

GENERAL MEETINGS

56. An annual general meeting of the Company shall be held in each year other than the year in which these Articles were adopted at such time and place as may be determined by the Board.

57. Each general meeting, other than an annual general meeting, shall be called an extraordinary general meeting. General meetings may be held at such times and in any location in the world as may be determined by the Board.

58. Only a majority of the Board or the Chairman of the Board may call extraordinary general meetings, which extraordinary general meetings shall be held at such times and locations (as permitted hereby) as such person or persons shall determine. No Member shall have the right to call any general meeting.

NOTICE OF GENERAL MEETINGS

59. (1) An annual general meeting and any extraordinary general meeting may be called by not less than ten (10) clear days’ Notice but a general meeting may be called by shorter notice, subject to the Law, if it is so agreed:

- 20 -

(a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

(b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right.

(2) The notice shall specify the time and place of the meeting and, in case of special business, the general nature of the business. The notice convening an annual general meeting shall specify the meeting as such, and the notice convening a meeting to pass a Special Resolution shall specify the intention to propose the resolution as a Special Resolution. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Articles or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.

60. The accidental omission to give Notice of a meeting or (in cases where instruments of proxy are sent out with the Notice) to send such instrument of proxy to, or the non-receipt of such Notice or such instrument of proxy by, any person entitled to receive such Notice shall not invalidate any resolution passed or the proceedings at that meeting.

PROCEEDINGS AT GENERAL MEETINGS

61. No business may be transacted at any general meeting, other than business that is either (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board (or any duly authorised committee thereof), (B) otherwise properly brought before an annual general meeting by or at the direction of the Board (or any duly authorised committee thereof) or (C) otherwise properly brought before an annual general meeting by any Member of the Company who (1) is a Member of record on both (x) the date of the giving of the notice by such Member provided for in this Article and (y) the record date for the determination of Members entitled to vote at such annual general meeting and (2) complies with the notice procedures set forth in this Article.

(a) In addition to any other applicable requirements, for business to be brought properly before an annual general meeting by a Member, (1) such Member must have given timely notice thereof in proper written form to the Secretary of the Company, and (2) such business must constitute a matter which is by these Articles and/or the Law required to be approved by the Members in general meeting and, in the case of an alternative proposal to any business being proposed at a meeting, within the ambit of the matters set forth in the requisite Notice in respect of such meeting.

- 21 -

(b) For matters to be made by a Member of the Company, to be timely, a Member must deposit at the principal place of business of the Company a Notice (the “Member’s Notice”) to the attention of the Secretary not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year’s annual general meeting; provided, however, that in the case of the first annual general meeting following the adoption of these Articles, then, for notice by the Member to be timely, it must be so received by the Secretary not earlier than the close of business on the 90th day prior to such annual general meeting and not later than the close of business on the later of (i) the 60th day prior to such annual general meeting, or (ii) the tenth day following the day on which a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the Company with the SEC pursuant to Section 13, 14 or 15(d) of the Exchange Act of the date of such annual general meeting is first made; provided, further, that in the event that the date of the annual general meeting is advanced by more than thirty (30) days or delayed by more than sixty (60) days from such anniversary date, a Member’s Notice to be timely must be delivered not earlier than the ninetieth (90th) day prior to such annual general meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual general meeting or the tenth (10th) day following the day on which public announcement of the date of such meeting is first made (the date of delivery of the Member’s Notice in accordance herewith, the “Advance Notice Date”).

(c) To be in proper written form, a Member’s Notice to the Secretary must set forth

(1) as to the business that the Member proposes to bring before the meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business, the reasons for conducting such business at the meeting and any material interest in such business of such Member and the beneficial owner, if any, on whose behalf the proposal is made;

(2) as to the Member giving the notice (i) the name and address of such Member, and of any beneficial owner on whose behalf the shares registered under the name of the Member are held, (ii) the class or series and number of shares of Company which are owned of record by such Member and in respect of any beneficial owner, the class or series and number of shares of Company which are held by such Member on its behalf, (iii) a representation that the Member has continuously legally held shares registered in its name in the Register representing not less than the Required Interest for at least six (6)

- 22 -

months preceding the Advance Notice Date and shall maintain such holdings until and at the time of such general meeting such that its legal ownership of the shares of the Company is no less than the Required Interest; (iv) a representation that the beneficial owner (if any) has continuously held beneficial ownership and economic interest in respect of shares of the Company which is not less than the Required Interest for at least six (6) months preceding the Advance Notice Date and shall maintain such holdings until and at the time of such general meeting such that its beneficial ownership and economic interest in respect of shares of the Company is no less than the Required Interest; (v) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among such Member and/or such beneficial owner, any of their respective Affiliates or associates, and any others acting in concert with any of the foregoing, including, in the case of a nomination of a Director, the nominee, (vi) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the Member’s notice by, or on behalf of, such Member and such beneficial owners, whether or not such instrument or right shall be subject to settlement in underlying issued shares or American depositary receipts of the Company, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such Member or such beneficial owner, with respect to shares of the Company, (vii) a representation that the Member is a holder of record of the issued share capital of the Company entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business, and (viii) a representation whether the Member or the beneficial owner (if any) intends or is part of a group which intends solicit proxies or votes from other Members in support of such proposal.

(e) To be eligible to propose business for discussion and/or approval at the relevant general meeting, such Member must have continuously legally held shares registered in its name in the Register representing not less than the Required Interest for at least six (6) months preceding the Advance Notice Date and shall maintain such holdings until and at the time of such general meeting such that its legal ownership of the shares of the Company is no less than the Required Interest.

- 23 -

(f) In the case of a proposal by Members for the nomination of a Director for election, the following shall apply in addition to the other requirements of this Article 61:

(1) in any one calendar year, Members may propose up to that number of nominees for appointment as Directors which does not exceed the lesser of (A) such number of seats on the Board that are proposed to be filled in any such meeting (which may be none), or (B) one-quarter of the number of Directors then in office (rounded down to the nearest whole number but not less than one);

(2) if the Company receives more than the permitted number of proposed nominations from Members in compliance with these Articles, then the nominees shall be included in the order of the number (from largest to smallest) of issued and voting shares held by the nominating Members as of the Advance Notice Date, up to but not to exceed the permitted number under Article 61(f)(1);

(3) the proposed nominee must qualify as an “Independent Director” as defined in the rules of the Designated Stock Exchange and in Rule 10A-3 under the Exchange Act; and

(4) a Member nominating an individual to act as Director in accordance with these Articles shall also deliver to the Company no later than the Advance Notice Date a signed undertaking of its nominee agreeing that he or she will tender his or her resignation from the Board if any of the information provided to the Company by the Member is determined by the Board to be inaccurate in any material respect.

(g) The chairman of the meeting shall have absolute discretion to determine whether the requirements and procedures under this Article 61 have been satisfied and whether a matter proposed for inclusion for discussion and/or approval at the relevant general meeting by a Member should be included in the notice of the relevant general meeting to be sent by the Company for calling such matter or where a Member makes an alternative proposal to the proposals set out in the Notice convening the relevant general meeting, the chairman of the meeting shall have absolute discretion to determine whether such alternative proposal shall be submitted for discussion and/or approval at the relevant general meeting, whose decision shall be final and conclusive. Nothing in this Article 61 shall be interpreted or construed to require the inclusion of information about any such proposal in any proxy statement distributed by, at the direction of, or on behalf of, the Directors.

- 24 -

(h) If the Member making a proposal in accordance this Article does not attend the relevant general meeting in person, by proxy or by corporate representatives, in order to introduce and present such proposal proposed by the Member, the chairman of the general meeting may, in his absolute discretion, withdraw such proposal from discussion and/or approval at the relevant general meeting of the Company notwithstanding that proxies in respect of such vote may have been received by the Company.

(i) This Article 61 shall provide the exclusive method for Members to make proposals (or alternative proposals, as the case may be) at any general meeting.

62. No business other than the appointment of a chairman of a meeting shall be transacted at any general meeting unless a quorum is present at the commencement of the business. At any general meeting of the Company, two (2) Members entitled to vote and present in person or by proxy or (in the case of a Member being a corporation) by its duly authorised representative representing not less than one-third in nominal value of the total issued voting shares in the Company throughout the meeting shall form a quorum for all purposes. If within thirty (30) minutes (or such longer time not exceeding one hour as the chairman of the meeting may determine to wait) after the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such time and place as the Board may determine. If at such adjourned meeting a quorum is not present within half an hour from the time appointed for holding the meeting, the meeting shall be dissolved.

63. The Chairman shall preside as chairman at every general meeting. If at any meeting the chairman is not present within fifteen (15) minutes after the time appointed for holding the meeting, or is not willing to act as chairman, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman of the meeting.

64. The chairman of the meeting may adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business which might lawfully have been transacted at the meeting had the adjournment not taken place. When a meeting is adjourned for fourteen (14) days or more, at least seven (7) clear days’ notice of the adjourned meeting shall be given specifying the time and place of the adjourned meeting but it shall not be necessary to specify in such notice the nature of the business to be transacted at the adjourned meeting and the general nature of the business to be transacted. Save as aforesaid, it shall be unnecessary to give notice of an adjournment.

- 25 -

65. If an amendment is proposed to any resolution under consideration but is in good faith ruled out of order by the chairman of the meeting, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling. In the case of a resolution duly proposed as a special resolution, no amendment thereto (other than a mere clerical amendment to correct a patent error) may in any event be considered or voted upon.

VOTING

66. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Articles, at any general meeting on a show of hands every Member present in person (or being a corporation, is present by a duly authorised representative), or by proxy shall have one vote and on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. Notwithstanding anything contained in these Articles, where more than one proxy is appointed by a Member which is a clearing house or a central depository house (or its nominee(s)), each such proxy shall have one vote on a show of hands. A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

(a) by the chairman of such meeting; or

(b) by at least three Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

(c) by a Member or Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all Members having the right to vote at the meeting; or

(d) by a Member or Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or

(e) if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.

- 26 -

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by a Member.

67. Unless a poll is duly demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution.

68. If a poll is duly demanded the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. There shall be no requirement for the chairman of the meeting to disclose the voting figures on a poll.

69. A poll demanded on the election of a chairman of the meeting, or on a question of adjournment, shall be taken forthwith. A poll demanded on any other question shall be taken in such manner (including the use of ballot or voting papers or tickets) and either forthwith or at such time (being not later than thirty (30) days after the date of the demand) and place as the chairman of the meeting directs. It shall not be necessary (unless the chairman of the meeting otherwise directs) for notice to be given of a poll not taken immediately.

70. The demand for a poll shall not prevent the continuance of a meeting or the transaction of any business other than the question on which the poll has been demanded, and, with the consent of the chairman of the meeting, it may be withdrawn at any time before the close of the meeting or the taking of the poll, whichever is the earlier.

71. On a poll votes may be given either personally or by proxy.

72. A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

73. All questions submitted to a meeting shall be decided by a simple majority of votes except where a greater majority is required by these Articles or by the Law. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of such meeting shall be entitled to a second or casting vote in addition to any other vote he may have.

74. Where there are joint holders of any share any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at any meeting the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register in respect of the joint holding. Several executors or administrators of a deceased Member in whose name any share stands shall for the purposes of this Article be deemed joint holders thereof.

- 27 -

75. (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, whether on a show of hands or on a poll, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote on a poll by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting or poll, as the case may be.

(2) Any person entitled under Article 53 to be registered as the holder of any shares may vote at any general meeting in respect thereof in the same manner as if he were the registered holder of such shares, provided that forty-eight (48) hours at least before the time of the holding of the meeting or adjourned meeting, as the case may be, at which he proposes to vote, he shall satisfy the Board of his entitlement to such shares, or the Board shall have previously admitted his right to vote at such meeting in respect thereof.

76. No Member shall, unless the Board otherwise determines, be entitled to attend and vote and to be reckoned in a quorum at any general meeting unless he is duly registered and all calls or other sums presently payable by him in respect of shares in the Company have been paid.

77. If:

(a) any objection shall be raised to the qualification of any voter; or

(b) any votes have been counted which ought not to have been counted or which might have been rejected; or

(c) any votes are not counted which ought to have been counted;

the objection or error shall not vitiate the decision of the meeting or adjourned meeting on any resolution unless the same is raised or pointed out at the meeting or, as the case may be, the adjourned meeting at which the vote objected to is given or tendered or at which the error occurs. Any objection or error shall be referred to the chairman of the meeting and shall only vitiate the decision of the meeting on any resolution if the chairman decides that the same may have affected the decision of the meeting. The decision of the chairman of such meeting on such matters shall be final and conclusive.

- 28 -

PROXIES

78. Any Member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Member. In addition, a proxy or proxies representing either a Member who is an individual or a Member which is a corporation shall be entitled to exercise the same powers on behalf of the Member which he or they represent as such Member could exercise.

79. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of an instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument of proxy on behalf of the corporation without further evidence of the facts.

80. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll taken subsequently to the date of a meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at a meeting or an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

81. Instruments of proxy shall be in any common form or in such other form as the Board may approve (provided that this shall not preclude the use of the two-way form) and the Board may, if it thinks fit, send out with the notice of any meeting forms of instrument of proxy for use at the meeting. The instrument of proxy shall be deemed to confer authority to demand or join in demanding a poll and to vote on any amendment of a resolution put to the meeting for which it is given as the proxy thinks fit. The instrument of proxy shall, unless the contrary is stated therein, be valid as well for any adjournment of the meeting as for the meeting to which it relates.

- 29 -

82. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal, or revocation of the instrument of proxy or of the authority under which it was executed, provided that no intimation in writing of such death, insanity or revocation shall have been received by the Company at the Office or the Registration Office (or such other place as may be specified for the delivery of instruments of proxy in the notice convening the meeting or other document sent therewith) two (2) hours at least before the commencement of the meeting or adjourned meeting, or the taking of the poll, at which the instrument of proxy is used.

83. Anything which under these Articles a Member may do by proxy he may likewise do by his duly appointed attorney and the provisions of these Articles relating to proxies and instruments appointing proxies shall apply mutatis mutandis in relation to any such attorney and the instrument under which such attorney is appointed.

CORPORATIONS ACTING BY REPRESENTATIVES

84. (1) Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or at any meeting of any class of Members. The person so authorised shall be entitled to exercise the same powers on behalf of such corporation as the corporation could exercise if it were an individual Member and such corporation shall for the purposes of these Articles be deemed to be present in person at any such meeting if a person so authorised is present thereat.

(2) If a clearing house (or its nominee(s)) or a central depository, being a corporation, is a Member, it may authorise such persons as it thinks fit to act as its representatives at any meeting of the Company or at any meeting of any class of Members provided that the authorisation shall specify the number and class of shares in respect of which each such representative is so authorised. Each person so authorised under the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the clearing house or central depository (or its nominee(s)) as if such person was the registered holder of the shares of the Company held by the clearing house or central depository (or its nominee(s)) including the right to vote individually on a show of hands.

(3) Any reference in these Articles to a duly authorised representative of a Member being a corporation shall mean a representative authorised under the provisions of this Article.

- 30 -

NO ACTION BY WRITTEN RESOLUTIONS OF MEMBERS

85. Any action required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken only upon the vote of the Members at an annual or extraordinary general meeting duly noticed and convened in accordance with these Articles and the Law and may not be taken by written resolution of Members without a meeting.

BOARD OF DIRECTORS

86. (1) There shall be a Board of Directors consisting of up to nine (9) Directors or such other number as shall be fixed from time to time by the Directors. The Directors shall be elected or appointed in the first place by the subscribers to the Memorandum of Association or by a majority of them and thereafter, unless otherwise provided herein, by the Members at general meeting called for such purpose.

(2) The Directors, other than any Director who holds office as the Chief Executive Officer (and only whilst holding such office), shall be divided into three (3) classes designated as Class A, Class B and Class C, respectively. A Director, whilst also holding office as the Chief Executive Officer, shall not be subject to retirement by rotation or be taken into account in determining the Class A, Class B and Class C to retire in each year; provided, however that upon resignation or termination from such office, such Director will be designated into that class of Directors which has been longest in office since their last re-election or appointment. Other than a Director who holds office as the Chief Executive Officer, Directors shall be assigned to each class in accordance with a resolution or resolutions adopted by the Board. At the first annual general meeting of Members following the date these Articles become effective, the term of office of the Class A Directors shall expire and Class A Directors shall be elected for a full term of three (3) years. At the second annual general meeting of Members following the date these Articles become effective, the term of office of the Class B Directors shall expire and Class B Directors shall be elected for a full term of three (3) years. At the third annual general meeting of Members following the date these Articles become effective, the term of office of the Class C Directors shall expire and Class C Directors shall be elected for a full term of three (3) years. At each succeeding annual general meeting of Members, Directors shall be elected for a full term of three (3) years to succeed the Directors of the class whose terms expire at such annual general meeting. Notwithstanding the foregoing provisions of this Article, each Director shall hold office until the expiration of his term, until his successor shall have been duly elected and qualified or until his earlier death, resignation or removal. No reduction in the number of Directors fixed by the Board shall shorten the term of any incumbent Director or require any Director to vacate his office.

(3) Subject to these Articles, applicable law and the listing rules of the Designated Stock Exchange, any vacancies on the Board resulting from an increase in the number of Director may be filled by the Board, or, if not so filled, by the Members by Ordinary Resolution at the next annual general meeting or extraordinary general meeting

- 31 -

called for that purpose. Any vacancies on the Board resulting from the death, resignation or removal of a Director or for any other reason shall be filled only by the affirmative vote of a majority of the remaining Directors, or by the sole remaining Director or, if not filled, by the Members by Ordinary Resolution at the next annual general meeting or extraordinary general meeting called for that purpose. Any Director appointed pursuant to this Article 86(3) shall hold office until the next succeeding annual general meeting of Members or until his or her death, resignation or removal.

(4) No Director shall be required to hold any shares of the Company by way of qualification and a Director who is not a Member shall be entitled to receive notice of and to attend and speak at any general meeting of the Company and of all classes of shares of the Company.

(5) A Director may be removed by way of a special resolution of the Members at any time before the expiration of his period of office notwithstanding anything in these Articles or in any agreement between the Company and such Director (but without prejudice to any claim for damages under any such agreement).

(6) The Board may, from time to time, and except as required by applicable law or the listing rules of the Designated Stock Exchange, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters, as the Board shall determine by resolution from time to time.

87. [Intentionally Omitted].

88. [Intentionally Omitted].

DISQUALIFICATION OF DIRECTORS

89. The office of a Director shall be vacated if the Director:

(1) resigns his office by notice in writing delivered to the Company at the Office or tendered at a meeting of the Board;

(2) becomes of unsound mind or dies;

(3) without special leave of absence from the Board, is absent from meetings of the Board for six consecutive months and the Board resolves that his office be vacated;

(4) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors;

(5) is prohibited by law from being a Director; or

(6) ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to these Articles.

- 32 -

EXECUTIVE DIRECTORS

90. The Board may from time to time appoint any one or more of its body to be a managing director, joint managing director or deputy managing director or to hold any other employment or executive office with the Company for such period (subject to their continuance as Directors) and upon such terms as the Board may determine and the Board may revoke or terminate any of such appointments. Any such revocation or termination as aforesaid shall be without prejudice to any claim for damages that such Director may have against the Company or the Company may have against such Director. A Director appointed to an office under this Article shall be subject to the same provisions as to removal as the other Directors of the Company, and he shall (subject to the provisions of any contract between him and the Company) ipso facto and immediately cease to hold such office if he shall cease to hold the office of Director for any cause.

91. Notwithstanding Articles 96, 97 and 98, an executive director appointed to an office under Article 90 hereof shall receive such remuneration (whether by way of salary, commission, participation in profits or otherwise or by all or any of those modes) and such other benefits (including pension and/or gratuity and/or other benefits on retirement) and allowances as the Board may from time to time determine, and either in addition to or in lieu of his remuneration as a Director.

ALTERNATE DIRECTORS

92. Any Director may at any time by Notice delivered to the Office or head office or at a meeting of the Directors appoint any person (including another Director) to be his alternate Director. Any person so appointed shall have all the rights and powers of the Director or Directors for whom such person is appointed in the alternative provided that such person shall not be counted more than once in determining whether or not a quorum is present. An alternate Director may be removed at any time by the body which appointed him and, subject thereto, the office of alternate Director shall continue until the happening of any event which, if we were a Director, would cause him to vacate such office or if his appointer ceases for any reason to be a Director. Any appointment or removal of an alternate Director shall be effected by Notice signed by the appointor and delivered to the Office or head office or tendered at a meeting of the Board. An alternate Director may also be a Director in his own right and may act as alternate to more than one Director. An alternate Director shall, if his appointor so requests, be entitled to receive notices of meetings of the Board or of committees of the Board to the same extent as, but in lieu of, the Director appointing him and shall be entitled to such extent to attend and vote as a Director at any such meeting at which the Director appointing him is not personally present and generally

- 33 -

at such meeting to exercise and discharge all the functions, powers and duties of his appointor as a Director and for the purposes of the proceedings at such meeting the provisions of these Articles shall apply as if he were a Director save that as an alternate for more than one Director his voting rights shall be cumulative.

93. An alternate Director shall only be a Director for the purposes of the Law and shall only be subject to the provisions of the Law insofar as they relate to the duties and obligations of a Director when performing the functions of the Director for whom he is appointed in the alternative and shall alone be responsible to the Company for his acts and defaults and shall not be deemed to be the agent of or for the Director appointing him. An alternate Director shall be entitled to contract and be interested in and benefit from contracts or arrangements or transactions and to be repaid expenses and to be indemnified by the Company to the same extent mutatis mutandis as if he were a Director but he shall not be entitled to receive from the Company any fee in his capacity as an alternate Director except only such part, if any, of the remuneration otherwise payable to his appointor as such appointor may by Notice to the Company from time to time direct.

94. Every person acting as an alternate Director shall have one vote for each Director for whom he acts as alternate (in addition to his own vote if he is also a Director). If his appointor is for the time being absent from the People’s Republic of China or otherwise not available or unable to act, the signature of an alternate Director to any resolution in writing of the Board or a committee of the Board of which his appointor is a member shall, unless the notice of his appointment provides to the contrary, be as effective as the signature of his appointor.

95. An alternate Director shall ipso facto cease to be an alternate Director if his appointor ceases for any reason to be a Director, however, such alternate Director or any other person may be re-appointed by the Directors to serve as an alternate Director PROVIDED always that, if at any meeting any Director retires but is re-elected at the same meeting, any appointment of such alternate Director pursuant to these Articles which was in force immediately before his retirement shall remain in force as though he had not retired.

DIRECTORS’ FEES AND EXPENSES

96. The Directors shall receive such remuneration as the Board may from time to time determine. Each Director shall be entitled to be repaid or prepaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the board or general meetings or separate meetings of any class of shares or of debenture of the Company or otherwise in connection with the discharge of his duties as a Director./The ordinary remuneration of the Directors shall from time to time be determined by the Company in general meeting and shall (unless otherwise directed by the resolution by which it is voted) be divided amongst the Board in such proportions and in such manner as the Board may agree or, failing agreement, equally, except that any Director who shall hold office for part only of the period in respect of which such remuneration is payable shall be entitled only to rank in such division for a proportion of remuneration related to the period during which he has held office. Such remuneration shall be deemed to accrue from day to day.

- 34 -

97. Each Director shall be entitled to be repaid or prepaid all travelling, hotel and incidental expenses reasonably incurred or expected to be incurred by him in attending meetings of the Board or committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

98. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

DIRECTORS’ INTERESTS

99. A Director may:

(a) hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;

(b) act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

(c) continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the

- 35 -

Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

Notwithstanding the foregoing, no “Independent Director” as defined in NASD Rules or in Rule 10A-3 under the Exchange Act, and with respect of whom the Board has determined constitutes an “Independent Director” for purposes of compliance with applicable law or the Company’s listing requirements, shall without the consent of the Audit Committee take any of the foregoing actions or any other action that would reasonably be likely to affect such Director’s status as an “Independent Director” of the Company.

100. Subject to the Law and to these Articles, no Director or proposed or intending Director shall be disqualified by his office from contracting with the Company, either with regard to his tenure of any office or place of profit or as vendor, purchaser or in any other manner whatsoever, nor shall any such contract or any other contract or arrangement in which any Director is in any way interested be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company or the Members for any remuneration, profit or other benefits realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relationship thereby established provided that such Director shall disclose the nature of his interest in any contract or arrangement in which he is interested in accordance with Article 101 herein. Any such transaction that would reasonably be likely to affect a Director’s status as an “Independent Director”, or that would constitute a “related party transaction” as defined by Item 7.N of Form 20F promulgated by the SEC, shall require the approval of the Audit Committee.

101. A Director who to his knowledge is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Company shall declare the nature of his interest at the meeting of the Board at which the question of entering into the contract or arrangement is first considered, if he knows his interest then exists, or in any other case at the first meeting of the Board after he knows that he is or has become so interested. For the purposes of this Article, a general Notice to the Board by a Director to the effect that:

- 36 -

(a) he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or

(b) he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person who is connected with him;

shall be deemed to be a sufficient declaration of interest under this Article in relation to any such contract or arrangement, provided that no such Notice shall be effective unless either it is given at a meeting of the Board or the Director takes reasonable steps to secure that it is brought up and read at the next Board meeting after it is given.

102. Following a declaration being made pursuant to the last preceding two Articles, subject to any separate requirement for Audit Committee approval under applicable law or the listing rules of the Company’s Designated Stock Exchange, and unless disqualified by the chairman of the relevant Board meeting, a Director may vote in respect of any contract or proposed contract or arrangement in which such Director is interested and may be counted in the quorum at such meeting.

GENERAL POWERS OF THE DIRECTORS

103. (1) The business of the Company shall be managed and conducted by the Board, which may pay all expenses incurred in forming and registering the Company and may exercise all powers of the Company (whether relating to the management of the business of the Company or otherwise) which are not by the Statutes or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to the provisions of the Statutes and of these Articles and to such regulations being not inconsistent with such provisions, as may be prescribed by the Company in general meeting, but no regulations made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if such regulations had not been made. The general powers given by this Article shall not be limited or restricted by any special authority or power given to the Board by any other Article.

(2) Any person contracting or dealing with the Company in the ordinary course of business shall be entitled to rely on any written or oral contract or agreement or deed, document or instrument entered into or executed as the case may be by any two of the Directors acting jointly on behalf of the Company and the same shall be deemed to be validly entered into or executed by the Company as the case may be and shall, subject to any rule of law, be binding on the Company.

- 37 -

(3) Without prejudice to the general powers conferred by these Articles it is hereby expressly declared that the Board shall have the following powers:

(a) to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed;

(b) to give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration; and

(c) to resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Law.

104. The Board may establish any regional or local boards or agencies for managing any of the affairs of the Company in any place, and may appoint any persons to be members of such local boards, or any managers or agents, and may fix their remuneration (either by way of salary or by commission or by conferring the right to participation in the profits of the Company or by a combination of two or more of these modes) and pay the working expenses of any staff employed by them upon the business of the Company. The Board may delegate to any regional or local board, manager or agent any of the powers, authorities and discretions vested in or exercisable by the Board (other than its powers to make calls and forfeit shares), with power to sub-delegate, and may authorise the members of any of them to fill any vacancies therein and to act notwithstanding vacancies. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board may think fit, and the Board may remove any person appointed as aforesaid, and may revoke or vary such delegation, but no person dealing in good faith and without notice of any such revocation or variation shall be affected thereby.

105. The Board may by power of attorney appoint any company, firm or person or any fluctuating body of persons, whether nominated directly or indirectly by the Board, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board under these Articles) and for such period and subject to such conditions as it may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit, and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions vested in him. Such attorney or attorneys may, if so authorised under the Seal of the Company, execute any deed or instrument under their personal seal with the same effect as the affixation of the Company’s Seal.

106. The Board may entrust to and confer upon a managing director, joint managing director, deputy managing director, an executive director or any Director any of the powers exercisable by it upon such terms and conditions and with such restrictions as it thinks fit, and either collaterally with, or to the exclusion of, its own powers, and may from time to time revoke or vary all or any of such powers but no person dealing in good faith and without notice of such revocation or variation shall be affected thereby.

- 38 -

107. All cheques, promissory notes, drafts, bills of exchange and other instruments, whether negotiable or transferable or not, and all receipts for moneys paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, in such manner as the Board shall from time to time by resolution determine. The Company’s banking accounts shall be kept with such banker or bankers as the Board shall from time to time determine.

108. (1) The Board may establish or concur or join with other companies (being subsidiary companies of the Company or companies with which it is associated in business) in establishing and making contributions out of the Company’s moneys to any schemes or funds for providing pensions, sickness or compassionate allowances, life assurance or other benefits for employees (which expression as used in this and the following paragraph shall include any Director or ex-Director who may hold or have held any executive office or any office of profit under the Company or any of its subsidiary companies) and ex-employees of the Company and their dependants or any class or classes of such person.

(2) The Board may pay, enter into agreements to pay or make grants of revocable or irrevocable pensions or other benefits to employees and ex-employees and their dependants, or to any of such persons, including pensions or benefits additional to those, if any, to which such employees or ex-employees or their dependants are or may become entitled under any such scheme or fund as mentioned in the last preceding paragraph. Any such pension or benefit may, as the Board considers desirable, be granted to an employee either before and in anticipation of or upon or at any time after his actual retirement, and may be subject or not subject to any terms or conditions as the Board may determine.

BORROWING POWERS

109. The Board may exercise all the powers of the Company to raise or borrow money and to mortgage or charge all or any part of the undertaking, property and assets (present and future) and uncalled capital of the Company and, subject to the Law, to issue debentures, bonds and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

110. Debentures, bonds and other securities may be made assignable free from any equities between the Company and the person to whom the same may be issued.

111. Any debentures, bonds or other securities may be issued at a discount (other than shares), premium or otherwise and with any special privileges as to redemption, surrender, drawings, allotment of shares, attending and voting at general meetings of the Company, appointment of Directors and otherwise.

- 39 -

112. (1) Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall take the same subject to such prior charge, and shall not be entitled, by notice to the Members or otherwise, to obtain priority over such prior charge.

(2) The Board shall cause a proper register to be kept, in accordance with the provisions of the Law, of all charges specifically affecting the property of the Company and of any series of debentures issued by the Company and shall duly comply with the requirements of the Law in regard to the registration of charges and debentures therein specified and otherwise.

PROCEEDINGS OF THE DIRECTORS

113. The Board may meet for the despatch of business, adjourn and otherwise regulate its meetings as it considers appropriate. Questions arising at any meeting shall be determined by a majority of votes. In the case of any equality of votes the chairman of the meeting shall have an additional or casting vote.

114. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or via electronic mail or by telephone or in such other manner as the Board may from time to time determine.

115. (1) The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two (2). An alternate Director shall be counted in a quorum in the case of the absence of a Director for whom he is the alternate provided that he shall not be counted more than once for the purpose of determining whether or not a quorum is present.

(2) Directors may participate in any meeting of the Board by means of a conference telephone or other communications equipment through which all persons participating in the meeting can communicate with each other simultaneously and instantaneously and, for the purpose of counting a quorum, such participation shall constitute presence at a meeting as if those participating were present in person.

(3) Any Director who ceases to be a Director at a Board meeting may continue to be present and to act as a Director and be counted in the quorum until the termination of such Board meeting if no other Director objects and if otherwise a quorum of Directors would not be present.

116. The continuing Directors or a sole continuing Director may act notwithstanding any vacancy in the Board but, if and so long as the number of Directors is reduced below the minimum number fixed by or in accordance with these Articles, the continuing Directors or Director, notwithstanding that the number of Directors is below the number fixed by or in accordance with these Articles as the quorum or that there is only one continuing Director, may act for the purpose of filling vacancies in the Board or of summoning general meetings of the Company but not for any other purpose.

- 40 -

117. The Chairman shall be the chairman of all meetings of the Board. If the Chairman is not present at any meeting within five (5) minutes after the time appointed for holding the same, the Directors present may choose one of their number to be chairman of the meeting.

118. A meeting of the Board at which a quorum is present shall be competent to exercise all the powers, authorities and discretions for the time being vested in or exercisable by the Board.

119. (1) The Board may delegate any of its powers, authorities and discretions to committees (including, without limitation, the Audit Committee), consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board.

(2) All acts done by any such committee in conformity with such regulations, and in fulfilment of the purposes for which it was appointed, but not otherwise, shall have like force and effect as if done by the Board, and the Board (or if the Board delegates such power, the committee) shall have power to remunerate the members of any such committee, and charge such remuneration to the current expenses of the Company.

120. The meetings and proceedings of any committee consisting of two or more members shall be governed by the provisions contained in these Articles for regulating the meetings and proceedings of the Board so far as the same are applicable and are not superseded by any regulations imposed by the Board under the last preceding Article, indicating, without limitation, any committee charter adopted by the Board for purposes or in respect of any such committee.

121. A resolution in writing signed by all the Directors except such as are temporarily unable to act through ill-health or disability shall (provided that such number is sufficient to constitute a quorum and further provided that a copy of such resolution has been given or the contents thereof communicated to all the Directors for the time being entitled to receive notices of Board meetings in the same manner as notices of meetings are required to be given by these Articles) be as valid and effectual as if a resolution had been passed at a meeting of the Board duly convened and held. Such resolution may be contained in one document or in several documents in like form each signed by one or more of the Directors and for this purpose a facsimile signature of a Director shall be treated as valid.

- 41 -

122. All acts bona fide done by the Board or by any committee or by any person acting as a Director or members of a committee, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Board or such committee or person acting as aforesaid or that they or any of them were disqualified or had vacated office, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director or member of such committee.

AUDIT COMMITTEE

123. Without prejudice to the freedom of the Directors to establish any other committees, for so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Board shall establish and maintain an Audit Committee as a committee of the Board, the composition and responsibilities of which shall comply with the NASD Rules and the rules and regulations of the SEC.

124. (1) The Board shall adopt a formal written audit committee charter and review and assess the adequacy of the formal written charter on an annual basis.

(2) The Audit Committee shall meet at least once every financial quarter, or more frequently as circumstances dictate.

125. For so long as the shares of the Company (or depositary receipts therefor) are listed or quoted on the Designated Stock Exchange, the Company shall conduct an appropriate review of all related party transactions on an ongoing basis and shall utilize the Audit Committee for the review and approval of potential conflicts of interest. Specially, the Audit Committee shall approve any transaction or transactions between the Company and any f the following parties: (i) any shareholder owning an interest in the voting power of the Company or any subsidiary of the Company that gives such shareholder significant influence over the Company or any subsidiary of the Company, (ii) any director or executive officer of the Company or any subsidiary of the Company and any relative of such director or executive officer, (iii) any person in which a substantial interest in the voting power of the Company is owned, directly or indirectly, by any person described in (i) or (ii) or over which such a person is able to exercise significant influence, and (iv) any affiliate (other than a subsidiary) of the Company.

OFFICERS

126. (1) The officers of the Company shall consist of a chairman of the Board (the “Chairman”), the Directors, the Chief Executive Officer and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Law and these Articles.

- 42 -

(2) The Directors shall, as soon as may be after each appointment or election of Directors, elect amongst the Directors the Chairman and if more than one Director is proposed for this office, the election to such office shall take place in such manner as the Directors may determine.

(3) Notwithstanding any provisions to the contrary in these Articles, the removal of the Chairman or Chief Executive Officer of the Company from such office and the appointment of any successor shall require the approval of a supermajority of at least two-thirds of the vote of all Directors then in office (not including the vote of the Chairman (in the case of the removal of the Chairman and the appointment of his or her successor) or such Chief Executive Officer (in the case of the removal of the Chief Executive Officer and the appointment of his or her successor) if he or she is then also a Director).

(4) The officers shall receive such remuneration as the Directors may from time to time determine.

127. (1) The Secretary and additional officers, if any, shall be appointed by the Board and shall hold office on such terms and for such period as the Board may determine. If thought fit, two or more persons may be appointed as joint Secretaries. The Board may also appoint from time to time on such terms as it thinks fit one or more assistant or deputy Secretaries.

(2) The Secretary shall attend all meetings of the Members and shall keep correct minutes of such meetings and enter the same in the proper books provided for the purpose. He shall perform such other duties as are prescribed by the Law or these Articles or as may be prescribed by the Board.

128. The officers of the Company shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Directors from time to time.

129. A provision of the Law or of these Articles requiring or authorising a thing to be done by or to a Director and the Secretary shall not be satisfied by its being done by or to the same person acting both as Director and as or in place of the Secretary.

REGISTER OF DIRECTORS AND OFFICERS

130. The Company shall cause to be kept in one or more books at its Office a Register of Directors and Officers in which there shall be entered the full names and addresses of the Directors and Officers and such other particulars as required by the Law or as the Directors may determine. The Company shall send to the Registrar of Companies in the Cayman Islands a copy of such register, and shall from time to time notify to the said Registrar of any change that takes place in relation to such Directors and Officers as required by the Law.

- 43 -

MINUTES

131. (1) The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of officers;

(b) of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

(c) of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers.

(2) Minutes shall be kept by the Secretary at the Office.

SEAL

132. (1) The Company shall have one or more Seals, as the Board may determine. For the purpose of sealing documents creating or evidencing securities issued by the Company, the Company may have a securities seal which is a facsimile of the Seal of the Company with the addition of the word “Securities” on its face or in such other form as the Board may approve. The Board shall provide for the custody of each Seal and no Seal shall be used without the authority of the Board or of a committee of the Board authorised by the Board in that behalf. Subject as otherwise provided in these Articles, any instrument to which a Seal is affixed shall be signed autographically by one Director and the Secretary or by two Directors or by such other person (including a Director) or persons as the Board may appoint, either generally or in any particular case, save that as regards any certificates for shares or debentures or other securities of the Company the Board may by resolution determine that such signatures or either of them shall be dispensed with or affixed by some method or system of mechanical signature. Every instrument executed in manner provided by this Article shall be deemed to be sealed and executed with the authority of the Board previously given.

(2) Where the Company has a Seal for use abroad, the Board may by writing under the Seal appoint any agent or committee abroad to be the duly authorised agent of the Company for the purpose of affixing and using such Seal and the Board may impose restrictions on the use thereof as may be thought fit. Wherever in these Articles reference is made to the Seal, the reference shall, when and so far as may be applicable, be deemed to include any such other Seal as aforesaid.

- 44 -

AUTHENTICATION OF DOCUMENTS

133. Any Director or the Secretary or any person appointed by the Board for the purpose may authenticate any documents affecting the constitution of the Company and any resolution passed by the Company or the Board or any committee, and any books, records, documents and accounts relating to the business of the Company, and to certify copies thereof or extracts therefrom as true copies or extracts, and if any books, records, documents or accounts are elsewhere than at the Office or the head office the local manager or other officer of the Company having the custody thereof shall be deemed to be a person so appointed by the Board. A document purporting to be a copy of a resolution, or an extract from the minutes of a meeting, of the Company or of the Board or any committee which is so certified shall be conclusive evidence in favour of all persons dealing with the Company upon the faith thereof that such resolution has been duly passed or, as the case may be, that such minutes or extract is a true and accurate record of proceedings at a duly constituted meeting.

DESTRUCTION OF DOCUMENTS

134. (1) The Company shall be entitled to destroy the following documents at the following times:

(a) any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;

(b) any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company;

(c) any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;

(d) any allotment letters after the expiry of seven (7) years from the date of issue thereof; and

(e) copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;

and it shall conclusively be presumed in favour of the Company that every entry in the Register purporting to be made on the basis of any such documents so destroyed was duly and properly made and every share certificate so destroyed was a valid certificate duly and properly cancelled and that every instrument of transfer so destroyed

- 45 -

was a valid and effective instrument duly and properly registered and that every other document destroyed hereunder was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company. Provided always that: (1) the foregoing provisions of this Article shall apply only to the destruction of a document in good faith and without express notice to the Company that the preservation of such document was relevant to a claim; (2) nothing contained in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as aforesaid or in any case where the conditions of proviso (1) above are not fulfilled; and (3) references in this Article to the destruction of any document include references to its disposal in any manner.

(2) Notwithstanding any provision contained in these Articles, the Directors may, if permitted by applicable law, authorise the destruction of documents set out in sub-paragraphs (a) to (e) of paragraph (1) of this Article and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim.

DIVIDENDS AND OTHER PAYMENTS

135. Subject to the Law, the Company in general meeting or the Board may from time to time declare dividends in any currency to be paid to the Members but no dividend shall be declared in excess of the amount recommended by the Board.

136. Dividends may be declared and paid out of the profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. The Board may also declare and pay dividends out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Law.

137. Except in so far as the rights attaching to, or the terms of issue of, any share otherwise provide:

(a) all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share; and

(b) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

- 46 -

138. The Board may from time to time pay to the Members such interim dividends as appear to the Board to be justified by the profits of the Company and in particular (but without prejudice to the generality of the foregoing) if at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends in respect of those shares in the capital of the Company which confer on the holders thereof deferred or non-preferential rights as well as in respect of those shares which confer on the holders thereof preferential rights with regard to dividend and provided that the Board acts bona fide the Board shall not incur any responsibility to the holders of shares conferring any preference for any damage that they may suffer by reason of the payment of an interim dividend on any shares having deferred or non-preferential rights and may also pay any fixed dividend which is payable on any shares of the Company half-yearly or on any other dates, whenever such profits, in the opinion of the Board, justifies such payment.

139. The Board may deduct from any dividend or other moneys payable to a Member by the Company on or in respect of any shares all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

140. No dividend or other moneys payable by the Company on or in respect of any share shall bear interest against the Company.

141. Any dividend, interest or other sum payable in cash to the holder of shares may be paid by cheque or warrant sent through the post addressed to the holder at his registered address or, in the case of joint holders, addressed to the holder whose name stands first in the Register in respect of the shares at his address as appearing in the Register or addressed to such person and at such address as the holder or joint holders may in writing direct. Every such cheque or warrant shall, unless the holder or joint holders otherwise direct, be made payable to the order of the holder or, in the case of joint holders, to the order of the holder whose name stands first on the Register in respect of such shares, and shall be sent at his or their risk and payment of the cheque or warrant by the bank on which it is drawn shall constitute a good discharge to the Company notwithstanding that it may subsequently appear that the same has been stolen or that any endorsement thereon has been forged. Any one of two or more joint holders may give effectual receipts for any dividends or other moneys payable or property distributable in respect of the shares held by such joint holders.

142. All dividends or bonuses unclaimed for one (1) year after having been declared may be invested or otherwise made use of by the Board for the benefit of the Company until claimed. Any dividend or bonuses unclaimed after a period of six (6) years from the date of declaration shall be forfeited and shall revert to the Company. The payment by the Board of any unclaimed dividend or other sums payable on or in respect of a share into a separate account shall not constitute the Company a trustee in respect thereof.

143. Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared, the Board may further resolve that such dividend be satisfied wholly or in part by the distribution of specific assets of any kind and in particular of paid

- 47 -

up shares, debentures or warrants to subscribe securities of the Company or any other company, or in any one or more of such ways, and where any difficulty arises in regard to the distribution the Board may settle the same as it thinks expedient, and in particular may issue certificates in respect of fractions of shares, disregard fractional entitlements or round the same up or down, and may fix the value for distribution of such specific assets, or any part thereof, and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all parties, and may vest any such specific assets in trustees as may seem expedient to the Board and may appoint any person to sign any requisite instruments of transfer and other documents on behalf of the persons entitled to the dividend, and such appointment shall be effective and binding on the Members. The Board may resolve that no such assets shall be made available to Members with registered addresses in any particular territory or territories where, in the absence of a registration statement or other special formalities, such distribution of assets would or might, in the opinion of the Board, be unlawful or impracticable and in such event the only entitlement of the Members aforesaid shall be to receive cash payments as aforesaid. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

144. (1) Whenever the Board or the Company in general meeting has resolved that a dividend be paid or declared on any class of the share capital of the Company, the Board may further resolve either:

(a) that such dividend be satisfied wholly or in part in the form of an allotment of shares credited as fully paid up, provided that the Members entitled thereto will be entitled to elect to receive such dividend (or part thereof if the Board so determines) in cash in lieu of such allotment. In such case, the following provisions shall apply:

(i) the basis of any such allotment shall be determined by the Board;

(ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

(iv) the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant

- 48 -

class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or

(b) that the Members entitled to such dividend shall be entitled to elect to receive an allotment of shares credited as fully paid up in lieu of the whole or such part of the dividend as the Board may think fit. In such case, the following provisions shall apply:

(i) the basis of any such allotment shall be determined by the Board;

(ii) the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

(iii) the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

(iv) the dividend (or that part of the dividend in respect of which a right of election has been accorded) shall not be payable in cash on shares in respect whereof the share election has been duly exercised (“the elected shares”) and in lieu thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the elected shares on such basis.

- 49 -

(2) (a) The shares allotted pursuant to the provisions of paragraph (1) of this Article shall rank pari passu in all respects with shares of the same class (if any) then in issue save only as regards participation in the relevant dividend or in any other distributions, bonuses or rights paid, made, declared or announced prior to or contemporaneously with the payment or declaration of the relevant dividend unless, contemporaneously with the announcement by the Board of their proposal to apply the provisions of sub-paragraph (a) or (b) of paragraph (2) of this Article in relation to the relevant dividend or contemporaneously with their announcement of the distribution, bonus or rights in question, the Board shall specify that the shares to be allotted pursuant to the provisions of paragraph (1) of this Article shall rank for participation in such distribution, bonus or rights.

(b) The Board may do all acts and things considered necessary or expedient to give effect to any capitalisation pursuant to the provisions of paragraph (1) of this Article, with full power to the Board to make such provisions as it thinks fit in the case of shares becoming distributable in fractions (including provisions whereby, in whole or in part, fractional entitlements are aggregated and sold and the net proceeds distributed to those entitled, or are disregarded or rounded up or down or whereby the benefit of fractional entitlements accrues to the Company rather than to the Members concerned). The Board may authorise any person to enter into on behalf of all Members interested, an agreement with the Company providing for such capitalisation and matters incidental thereto and any agreement made pursuant to such authority shall be effective and binding on all concerned.

(3) The Company may upon the recommendation of the Board by ordinary resolution resolve in respect of any one particular dividend of the Company that notwithstanding the provisions of paragraph (1) of this Article a dividend may be satisfied wholly in the form of an allotment of shares credited as fully paid up without offering any right to shareholders to elect to receive such dividend in cash in lieu of such allotment.

(4) The Board may on any occasion determine that rights of election and the allotment of shares under paragraph (1) of this Article shall not be made available or made to any shareholders with registered addresses in any territory where, in the absence of a registration statement or other special formalities, the circulation of an offer of such rights of election or the allotment of shares would or might, in the opinion of the Board, be unlawful or impracticable, and in such event the provisions aforesaid shall be read and construed subject to such determination. Members affected as a result of the foregoing sentence shall not be or be deemed to be a separate class of Members for any purpose whatsoever.

- 50 -

(5) Any resolution declaring a dividend on shares of any class, whether a resolution of the Company in general meeting or a resolution of the Board, may specify that the same shall be payable or distributable to the persons registered as the holders of such shares at the close of business on a particular date, notwithstanding that it may be a date prior to that on which the resolution is passed, and thereupon the dividend shall be payable or distributable to them in accordance with their respective holdings so registered, but without prejudice to the rights inter se in respect of such dividend of transferors and transferees of any such shares. The provisions of this Article shall mutatis mutandis apply to bonuses, capitalisation issues, distributions of realised capital profits or offers or grants made by the Company to the Members.

RESERVES

145. (1) The Board shall establish an account to be called the share premium account and shall carry to the credit of such account from time to time a sum equal to the amount or value of the premium paid on the issue of any share in the Company. Unless otherwise provided by the provisions of these Articles, the Board may apply the share premium account in any manner permitted by the Law. The Company shall at all times comply with the provisions of the Law in relation to the share premium account.

(2) Before recommending any dividend, the Board may set aside out of the profits of the Company such sums as it determines as reserves which shall, at the discretion of the Board, be applicable for any purpose to which the profits of the Company may be properly applied and pending such application may, also at such discretion, either be employed in the business of the Company or be invested in such investments as the Board may from time to time think fit and so that it shall not be necessary to keep any investments constituting the reserve or reserves separate or distinct from any other investments of the Company. The Board may also without placing the same to reserve carry forward any profits which it may think prudent not to distribute.

CAPITALISATION

146. The Company may, upon the recommendation of the Board, at any time and from time to time pass an ordinary resolution to the effect that it is desirable to capitalise all or any part of any amount for the time being standing to the credit of any reserve or fund (including a share premium account and capital redemption reserve and the profit and loss account) whether or not the same is available for distribution and accordingly that such amount be set free for distribution among the Members or any class of Members who would be entitled thereto if it were distributed by way of dividend and in the same proportions, on the footing that the same is not paid in cash but is applied either in or towards paying up the amounts for the time being unpaid on any shares in the Company held by such Members respectively or in paying up in full unissued shares, debentures or other obligations of the Company, to be allotted and distributed credited as fully paid up among such Members, or

- 51 -

partly in one way and partly in the other, and the Board shall give effect to such resolution provided that, for the purposes of this Article, a share premium account and any capital redemption reserve or fund representing unrealised profits, may be applied only in paying up in full unissued shares of the Company to be allotted to such Members credited as fully paid.

147. The Board may settle, as it considers appropriate, any difficulty arising in regard to any distribution under the last preceding Article and in particular may issue certificates in respect of fractions of shares or authorise any person to sell and transfer any fractions or may resolve that the distribution should be as nearly as may be practicable in the correct proportion but not exactly so or may ignore fractions altogether, and may determine that cash payments shall be made to any Members in order to adjust the rights of all parties, as may seem expedient to the Board. The Board may appoint any person to sign on behalf of the persons entitled to participate in the distribution any contract necessary or desirable for giving effect thereto and such appointment shall be effective and binding upon the Members.

SUBSCRIPTION RIGHTS RESERVE

148. The following provisions shall have effect to the extent that they are not prohibited by and are in compliance with the Law:

(1) If, so long as any of the rights attached to any warrants issued by the Company to subscribe for shares of the Company shall remain exercisable, the Company does any act or engages in any transaction which, as a result of any adjustments to the subscription price in accordance with the provisions of the conditions of the warrants, would reduce the subscription price to below the par value of a share, then the following provisions shall apply:

(a) as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article) maintain in accordance with the provisions of this Article a reserve (the “Subscription Rights Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal

amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted;

(b) the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law;

- 52 -

(c) upon the exercise of all or any of the subscription rights represented by any warrant, the relevant subscription rights shall be exercisable in respect of a nominal amount of shares equal to the amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be the relevant portion thereof in the event of a partial exercise of the subscription rights) and, in addition, there shall be allotted in respect of such subscription rights to the exercising warrantholder, credited as fully paid, such additional nominal amount of shares as is equal to the difference between:

(i) the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and

(ii) the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders; and

(d) if, upon the exercise of the subscription rights represented by any warrant, the amount standing to the credit of the Subscription Rights Reserve is not sufficient to pay up in full such additional nominal amount of shares equal to such difference as aforesaid to which the exercising warrantholder is entitled, the Board shall apply any profits or reserves then or thereafter becoming available (including, to the extent permitted by law, share premium account) for such purpose until such additional nominal amount of shares is paid up and allotted as aforesaid and until then no dividend or other distribution shall be paid or made on the fully paid shares of the Company then in issue. Pending such payment and allotment, the exercising warrantholder shall be issued by the Company with a certificate evidencing his right to the allotment of such additional nominal amount of shares. The rights represented by any such certificate shall be in registered form and shall be transferable in whole or in part in units of one share in the like manner as the shares for the time being are transferable, and the Company shall make such arrangements in relation to the maintenance of a register therefor and other matters in relation thereto as the Board may think fit and adequate particulars thereof shall be made known to each relevant exercising warrantholder upon the issue of such certificate.

- 53 -

(2) Shares allotted pursuant to the provisions of this Article shall rank pari passu in all respects with the other shares allotted on the relevant exercise of the subscription rights represented by the warrant concerned. Notwithstanding anything contained in paragraph (1) of this Article, no fraction of any share shall be allotted on exercise of the subscription rights.

(3) The provision of this Article as to the establishment and maintenance of the Subscription Rights Reserve shall not be altered or added to in any way which would vary or abrogate, or which would have the effect of varying or abrogating the provisions for the benefit of any warrantholder or class of warrantholders under this Article without the sanction of a special resolution of such warrantholders or class of warrantholders.

(4) A certificate or report by the auditors for the time being of the Company as to whether or not the Subscription Rights Reserve is required to be established and maintained and if so the amount thereof so required to be established and maintained, as to the purposes for which the Subscription Rights Reserve has been used, as to the extent to which it has been used to make good losses of the Company, as to the additional nominal amount of shares required to be allotted to exercising warrantholders credited as fully paid, and as to any other matter concerning the Subscription Rights Reserve shall (in the absence of manifest error) be conclusive and binding upon the Company and all warrantholders and shareholders.

ACCOUNTING RECORDS

149. The Board shall cause true accounts to be kept of the sums of money received and expended by the Company, and the matters in respect of which such receipt and expenditure take place, and of the property, assets, credits and liabilities of the Company and of all other matters required by the Law or necessary to give a true and fair view of the Company’s affairs and to explain its transactions.

150. The accounting records shall be kept at the Office or, at such other place or places as the Board decides and shall always be open to inspection by the Directors. No Member (other than a Director) shall have any right of inspecting any accounting record or book or document of the Company except as conferred by law or authorised by the Board or the Company in general meeting.

151. Subject to Article 152, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a

- 54 -

statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least ten (10) days before the date of the general meeting and laid before the Company at the annual general meeting held in accordance with Article 56 provided that this Article shall not require a copy of those documents to be sent to any person whose address the Company is not aware or to more than one of the joint holders of any shares or debentures.

152. Subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Article 151 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

153. The requirement to send to a person referred to in Article 151 the documents referred to in that article or a summary financial report in accordance with Article 152 shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Article 151 and, if applicable, a summary financial report complying with Article 152, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication).

AUDIT

154. Subject to applicable law and rules of the Designated Stock Exchange, the Directors shall appoint an auditor to audit the accounts of the Company and such auditor shall hold office until the Directors appoint another auditor. Such auditor may be a Member but no Director or officer or employee of the Company shall, during his continuance in office, be eligible to act as an auditor of the Company.

155. Subject to the Law the accounts of the Company shall be audited at least once in every year.

156. The remuneration of the Auditor shall be fixed by the Board.

157. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and determine the remuneration of such Auditor.

- 55 -

158. The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto; and he may call on the Directors or officers of the Company for any information in their possession relating to the books or affairs of the Company.

159. The statement of income and expenditure and the balance sheet provided for by these Articles shall be examined by the Auditor and compared by him with the books, accounts and vouchers relating thereto; and he shall make a written report thereon stating whether such statement and balance sheet are drawn up so as to present fairly the financial position of the Company and the results of its operations for the period under review and, in case information shall have been called for from Directors or officers of the Company, whether the same has been furnished and has been satisfactory. The financial statements of the Company shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards and the report of the Auditor shall be submitted to the Members in general meeting. The generally accepted auditing standards referred to herein may be those of a country or jurisdiction other than the Cayman Islands. If so, the financial statements and the report of the Auditor should disclose this fact and name such country or jurisdiction.

NOTICES

160. Any Notice or document, whether or not, to be given or issued under these Articles from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appropriate newspapers in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.

- 56 -

161. Any Notice or other document:

(a) if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company’s website is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;

(c) if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and

(d) may be given to a Member in the English language or such other language as may be approved by the Directors, subject to due compliance with all applicable Statutes, rules and regulations.

162. (1) Any Notice or other document delivered or sent by post to or left at the registered address of any Member in pursuance of these Articles shall, notwithstanding that such Member is then dead or bankrupt or that any other event has occurred, and whether or not the Company has notice of the death or bankruptcy or other event, be deemed to have been duly served or delivered in respect of any share registered in the name of such Member as sole or joint holder unless his name shall, at the time of the service or delivery of the Notice or document, have been removed from the Register as the holder of the share, and such service or delivery shall for all purposes be deemed a sufficient service or delivery of such Notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

(2) A Notice may be given by the Company to the person entitled to a share in consequence of the death, mental disorder or bankruptcy of a Member by sending it through the post in a prepaid letter, envelope or wrapper addressed to him by name, or by the title of representative of the deceased, or trustee of the bankrupt, or by any like description, at the

- 57 -

address, if any, supplied for the purpose by the person claiming to be so entitled, or (until such an address has been so supplied) by giving the notice in any manner in which the same might have been given if the death, mental disorder or bankruptcy had not occurred.

(3) Any person who by operation of law, transfer or other means whatsoever shall become entitled to any share shall be bound by every Notice in respect of such share which prior to his name and address being entered on the Register shall have been duly given to the person from whom he derives his title to such share.

SIGNATURES

163. For the purposes of these Articles, a cable or telex or facsimile or electronic transmission message purporting to come from a holder of shares or, as the case may be, a Director, or, in the case of a corporation which is a holder of shares from a director or the secretary thereof or a duly appointed attorney or duly authorised representative thereof for it and on its behalf, shall in the absence of express evidence to the contrary available to the person relying thereon at the relevant time be deemed to be a document or instrument in writing signed by such holder or Director in the terms in which it is received.

WINDING UP

164. (1) The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

(2) A resolution that the Company be wound up by the court or be wound up voluntarily shall be a special resolution.

165. (1) Subject to any special rights, privileges or restrictions as to the distribution of available surplus assets on liquidation for the time being attached to any class or classes of shares (i) if the Company shall be wound up and the assets available for distribution amongst the Members of the Company shall be more than sufficient to repay the whole of the capital paid up at the commencement of the winding up, the excess shall be distributed pari passu amongst such members in proportion to the amount paid up on the shares held by them respectively and (ii) if the Company shall be wound up and the assets available for distribution amongst the Members as such shall be insufficient to repay the whole of the paid-up capital such assets shall be distributed so that, a nearly as may be, the losses shall be borne by the Members in proportion to the capital paid up, or which ought to have been paid up, at the commencement of the winding up on the shares held by them respectively.

(2) If the Company shall be wound up (whether the liquidation is voluntary or by the court) the liquidator may, with the authority of a special resolution and any other sanction required by the Law, divide among the Members in specie or kind the whole or any part of the assets of the Company and whether or not the assets shall consist of properties of

- 58 -

one kind or shall consist of properties to be divided as aforesaid of different kinds, and may for such purpose set such value as he deems fair upon any one or more class or classes of property and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like authority, vest any part of the assets in trustees upon such trusts for the benefit of the Members as the liquidator with the like authority shall think fit, and the liquidation of the Company may be closed and the Company dissolved, but so that no contributory shall be compelled to accept any shares or other property in respect of which there is a liability.

INDEMNITY

166. (1) The Directors, Secretary and other officers and every Auditor for the time being of the Company and the liquidator or trustees (if any) for the time being acting in relation to any of the affairs of the Company and everyone of them, and everyone of their heirs, executors and administrators, shall be indemnified and secured harmless out of the assets and profits of the Company from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, in their respective offices or trusts; and none of them shall be answerable for the acts, receipts, neglects or defaults of the other or others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any moneys or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any moneys of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto; PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty which may attach to any of said persons.

(2) Each Member agrees to waive any claim or right of action he might have, whether individually or by or in the right of the Company, against any Director on account of any action taken by such Director, or the failure of such Director to take any action in the performance of his duties with or for the Company; PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty which may attach to such Director.

AMENDMENT TO MEMORANDUM AND ARTICLES OF ASSOCIATION

AND NAME OF COMPANY

167. No Article shall be rescinded, altered or amended and no new Article shall be made until the same has been approved by a special resolution of the Members. A special resolution shall be required to alter the provisions of the Memorandum of Association or to change the name of the Company.

- 59 -

INFORMATION

168. No Member shall be entitled to require discovery of or any information respecting any detail of the Company’s trading or any matter which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Directors it will be inexpedient in the interests of the members of the Company to communicate to the public.

- 60 -

EX-4.2

Exhibit 4.2

MONTAGE TECHNOLOGY GROUP LIMITED

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This Amended and Restated Investor Rights Agreement (this “Agreement”) is made as of October 8, 2009, by and among Montage Technology Group Limited., an exempted company registered by way of continuation under the Companies Law (2007 Revision) of the Cayman Islands (the “Company”), the holders of Series A Preferred Shares, the Series B Preferred Shares, the Series B-1 Preferred Shares and the Series B-2 Preferred Shares set forth on Schedule A hereto (collectively, the “Investors”).

WHEREAS, the Company, holders of the Series A Preferred Shares, the holders of the Series B Preferred Shares and the holders of the Series B-1 Preferred Shares are parties to that certain Amended and Restated Investor Rights Agreement dated as of May 18, 2007 (the “Prior Agreement”), which provides that such Prior Agreement may be amended, by a written instrument signed by the Company and by the Investors (as defined therein) holding 66 2/3% of the outstanding Registrable Securities (as defined therein) then held by the Investors (as defined therein); provided that any provision of the Prior Agreement which requires the vote, consent or approval of a greater proportion of a specified class or series for a particular matter, then any amendment to that provision shall require the vote, consent or approval of such greater proportion (the “Amendment Prerequisite”);

WHEREAS, the Company, the holders of the Ordinary Shares, the Series A Preferred Shares, the Series B Preferred Shares and the Series B-1 Preferred Shares constituting the Amendment Prerequisite, desire to amend and restate the Prior Agreement in its entirety with this Agreement;

WHEREAS, the Company and certain Investors are entering into a Share and Warrant Purchase Agreement of even date herewith (the “Share Purchase Agreement”) whereby the Company will sell, and the Investors will purchase, Series B-2 Preferred Shares and certain warrants to purchase the Series B-2 Preferred Shares of the Company (the “Financing”);

WHEREAS, the Share Purchase Agreement requires, as a condition to closing the Financing, that the parties hereto enter into this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1

REGISTRATION RIGHTS

1.1 Certain Definitions.

For purposes of this Agreement:

(a) The term “ADSs” means American Depositary Shares representing the right to receive Ordinary Shares;

(b) The term “Capital Shares” means the outstanding Ordinary Shares and Preferred Shares of the Company.

(c) The term “Change of Control” means (i) a consolidation or merger of the Company with or into any other company or entity in which the shareholders of the Company prior to such transaction would own, as a result of such transaction, less than a majority of the voting securities of the successor or surviving company or entity immediately thereafter or in a transaction in which more than 50% of the voting interest of the Company is transferred (and such transaction is not primarily for financing purposes), or (ii) a sale of all or substantially all of the assets or business of the Company in one or more related transactions.

(d) The term “Form F-3” or “Form S-3” means such form under the Securities Act of 1933, as amended (the “Securities Act”) as in effect on the date hereof or any successor form under the Securities Act;

(e) The term “Form F-4” or “Form S-4” means such form under the Securities Act as in effect on the date hereof or any successor form under the Securities Act;

(f) The term “Holder” means any Investor holding Registrable Securities or any assignee thereof in accordance with Section 1.11 of this Agreement.

(g) The term “Ordinary Shares” means the ordinary shares of the Company.

(h) The term “Preferred Shares” means the Series A Preferred Shares, the Series B Preferred Shares, the Series B-1 Preferred Shares and the Series B-2 Preferred Shares of the Company.

(i) The term “Qualified IPO” means the earlier to occur of (i) the listing of all Ordinary Shares of the Company on The Nasdaq Global Market or Global Select Market (“Nasdaq”), the Main Board of the Hong Kong Stock Exchange or any other major international stock exchange approved by holders of at least a majority of the Series B Preferred Shares, the Series B-1 Preferred Shares and the Series B-2 Preferred Shares (voting together as a single class) at a listing price of at least US$5.00 per Ordinary Share and (ii) a firm commitment underwritten public offering of the Company’s Ordinary Shares pursuant to an effective registration statement on Form F-1 under the Securities Act of 1933, as amended (the “Securities Act”), at an offering price to the public of at least $5.00 per Ordinary Share, resulting in aggregate cash proceeds to the Company of at least $50,000,000 (net of underwriting discounts and commissions).

(j) The terms “register,” “registered,” and “registration” refer to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act (or other applicable securities regulations, as the case may be) and the declaration or ordering of effectiveness of such registration statement or document.

2

(k) The term “Registrable Securities” means (i) the Ordinary Shares issuable or issued upon conversion of the Preferred Shares held by the Investors, (ii) any other Ordinary Shares issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in (i) and (iii) any Ordinary Shares owned or hereafter acquired by the Investors; provided, however, that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his or her rights under this Agreement are not assigned. Notwithstanding the foregoing, Ordinary Shares or other securities shall only be treated as Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale. Reference to Registrable Securities in this Agreement shall include such securities in the form of ADSs.

(l) The number of shares of “Registrable Securities then outstanding” shall be determined by the number of shares of Ordinary Shares outstanding which are, and the number of shares of Ordinary Shares issuable pursuant to then exercisable or convertible securities which are, Registrable Securities.

(m) The term “SEC” means the United States Securities and Exchange Commission.

(n) The term “Series B Directors” shall have the same meaning as defined in the Company’s Memorandum and Articles of Association (as amended from time to time).

1.2 Demand Registration.

(a) If the Company shall receive, upon the later to occur of (i) four years from the date hereof or (ii) at any time subsequent to six months after the effective date of an initial public offering of the Company’s Ordinary Shares pursuant to an effective registration statement on Form F-1 under the Securities Act, a written request from the Holders of at least 33% of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act covering the registration of at least such number of the Registrable Securities then outstanding as would yield an aggregate offering price of at least $10,000,000, then the Company shall, within 30 days of the receipt thereof, give written notice of such request to all Holders and shall, subject to the limitations of Section 1.2(b), use its best efforts to effect as soon as practicable, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered within 20 days of the mailing of such notice by the Company. Registrations under this Section 1.2 shall be on such appropriate registration form of the SEC or other governmental entity as shall be selected by the Company and as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in their request for such registration.

3

(b) If the Holders initiating the registration request under this Section 1.2 (“Initiating Holders”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2 and the Company shall include such information in the written notice referred to in Section 1.2(a). The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company as provided in Section 1.5(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 1.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities of the Initiating Holder to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting; and provided further that the total number of Registrable Securities of the Initiating Holder included in such underwriting shall not be reduced below 25% of the Registrable Securities initially requested for registration by the Initiating Holders.

(c) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 1.2, a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company (the “Board”), it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 90 days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any 12-month period.

(d) In addition and without limitation of Section 1.15 hereof, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 1.2:

(i) After the Company has effected two registrations pursuant to this Section 1.2 (with ADSs and their underlying Ordinary Shares constituting a single registration) and such registrations have been declared or ordered effective;

4

(ii) During the period commencing with the date 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of (subject to such extension as provided in Section 1.14), a registration subject to Section 1.3 hereof (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Ordinary Shares being registered are Ordinary Shares issuable upon conversion of debt securities that are also being registered or an SEC Rule 145 transaction); provided that the Company is actively employing its best efforts to cause such registration statement to become effective; or

(iii) If the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 or Form S-3 (or any successor form that provides for short-form registration), as the case may be.

1.3 Company Registration. If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Holders) any of its shares under the Securities Act (or such applicable securities laws, as the case may be), in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share plan, an offering or sale of securities pursuant to a registration statement on Form F-4 or Form S-4 (or any successor form), as the case may be, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, a registration of securities in a transaction under Rule 145 promulgated under the Securities Act, or in any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within 20 days after mailing of such notice by the Company, the Company shall, subject to the provisions of Section 1.8, cause to be registered under the Securities Act the Registrable Securities (including in the form of ADSs) that each such Holder has requested to be registered.

1.4 Form F-3 or S-3 Registration. In case the Company shall receive from Holders of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 or Form S-3, as the case may be, and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holder or Holders, the Company will:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holder’s or Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or

5

Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.4:

(i) if Form F-3 or Form S-3, as the case may be, is not available for such offering by the Holders;

(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate offering price to the public (before any underwriters’ discounts or commissions) of less $1,000,000;

(iii) if the Company shall furnish to the Holders a certificate signed by the President or Chief Executive Officer of the Company stating that in the good faith judgment of the Board, it would be seriously detrimental to the Company and its shareholders for such registration on Form F-3 or Form S-3 (as the case may be) to be effected at such time, in which event the Company shall have the right to defer the filing of the registration statement on Form F-3 or Form S-3 (as the case may be) for a period of not more than 90 days after receipt of the request of the Holder or Holders under this Section 1.4; provided, however, that the Company shall not utilize this right more than once in any 12-month period;

(iv) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance; or

(v) during the period ending on a date one hundred eighty (180) days after the effective date of a registration statement subject to Section 1.3, which period may be extended as provided in Section 1.14.

(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as demands for registration or registrations effected pursuant to Sections 1.2 or 1.3, respectively.

1.5 Obligations of the Company. Whenever required under this Section 1 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC (or such other governing bodies as the case may be) a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred twenty (120) days.

6

(b) Prepare and file with the SEC (or such other governing bodies as the case may be) such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act (or such applicable securities laws, as the case may be) with respect to the disposition of all securities covered by such registration statement for up to one hundred twenty (120) days.

(c) Furnish to the Holders such numbers of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act (or such applicable securities laws, as the case may be), and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by the Holders; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter of such offering, and each Holder participating in such underwriting shall also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act (or such applicable securities laws, as the case may be) of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, such obligation to continue until the earlier of (i) the sale of all Registrable Securities registered pursuant to the registration statement of which such prospectus forms a part or (ii) withdrawal of such registration statement.

(g) Cause all such Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange on which similar securities issued by the Company are then listed.

(h) Provide a transfer agent and registrar for all Registrable Securities registered pursuant hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.

(i) Use its best efforts to furnish, at the request of any Holder requesting registration of Registrable Securities pursuant to this Section 1, on the date that such Registrable Securities are delivered to the underwriters for sale in connection with a registration pursuant to this Section 1, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such

7

securities becomes effective, (i) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

1.6 Furnish Information. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the registration of such Holder’s Registrable Securities. The Company shall have no obligation with respect to any registration requested pursuant to Sections 1.2 and 1.4 of this Agreement if, as a result of the application of the preceding sentence, the number of shares or the anticipated aggregate offering price of the Registrable Securities to be included in the registration does not equal or exceed the number of shares or the anticipated aggregate offering price required to originally trigger the Company’s obligation to initiate such registration as specified in Sections 1.2(a) and 1.4(b)(ii), whichever is applicable.

1.7 Expenses of Registration.

(a) Expenses of Demand Registration. All expenses (other than underwriting discounts and commissions and such underwriting expenses to be borne by the underwriters) incurred in connection with registrations, filings or qualifications pursuant to Section 1.2, including (without limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one (1) counsel for the selling Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 1.2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based on their Registratable Securities included in such registration), unless the Holders of a majority of the Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 1.2.

(b) Expenses of Company Registration. All expenses (other than underwriting discounts and commissions and such underwriting expenses to be borne by the underwriters) incurred in connection with registrations, filings or qualifications of Registrable Securities pursuant to Section 1.3 for each Holder (which right may be assigned as provided in Section 1.11), including (without limitation) all registration, filing, and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and the reasonable fees and disbursements of one counsel for the selling Holder or Holders selected by them with the approval of the Company, which approval shall not be unreasonably withheld, shall be borne by the Company.

8

(c) Expenses of Registration on Form F-3 or Form S-3. All expenses (other than underwriting discounts and commissions and such underwriting expenses to be borne by the underwriters) incurred in connection with registrations requested pursuant to Section 1.4, including (without limitation) all registration, filing, qualification, printers’ and legal and accounting fees shall be borne by the Company.

1.8 Underwriting Requirements. If a registration statement for which the Company gives notice pursuant to Section 1.3 is for an underwritten offering, then the Company shall so advise the Holders of Registrable Securities as part of such written notice. In such event, the right of any Holder to include its Registrable Securities in a registration pursuant to Section 1.3 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders of securities of the Company whose securities are to be included in such registration and underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude shares (including Registrable Securities) from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated (i) first, to the Company, (ii) second, to each of the Holders requesting inclusion of their Registrable Securities in such registration statement on a pro rata basis based upon the total number of Registrable Securities then held by each such Holder; provided, however, that no exclusion of such Holders’ Registrable Securities shall be made unless all other securities (including securities held by officers, directors, founders, employees or consultants of the Company) are first excluded in their entirety; and provided further, that in any underwriting that is not in connection with the Company’s initial public offering, the number of shares of Registrable Securities included in the offering shall not be reduced below 25% of the Registrable Securities requested to be included in such offering, and (iii) third, to other stockholders. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least 20 business days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Holder that is a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners, stockholders and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “Holder,” and any pro rata reduction with respect to such “Holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “Holder,” as defined in this sentence.

9

1.9 Delay of Registration. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.

1.10 Indemnification. In the event any Registrable Securities are included in a registration statement under this Section 1:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, any “underwriter” (as defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions, proceedings or settlements in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each, a “Violation”): (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained in such registration statement or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law; and the Company will pay to each such Holder, underwriter or controlling person, as incurred, any legal or other expenses reasonably incurred by them in connection with investigating, defending or settling any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.10(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable to any Holder, underwriter or controlling person for any such loss, claim, damage, liability, or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder, underwriter or controlling person.

(b) To the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who has signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter, any other Holder selling securities in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims, damages, or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation by such Holder, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any person intended to be indemnified pursuant to this Section 1.10(b), in connection with investigating,

10

defending or settling any such loss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this Section 1.10(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld); provided further, that in no event shall any indemnity under this Section 1.10(b) exceed the net proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this Section 1.10 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 1.10, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 1.10, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 1.10. No indemnifying party, in the defense of any such claim or litigation, shall, except with the consent of each indemnified party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

(d) If the indemnification provided for in this Section 1.10 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to therein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense as well as any other relevant equitable considerations; provided, however, that in no event shall any contribution by a Holder under this Section 1.10(d) exceed the net proceeds from the offering received by such Holder. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

11

(e) The obligations of the Company and Holders under this Section 1.10 shall survive the completion of any offering of Registrable Securities in a registration statement under this Section 1.

1.11 Assignment of Registration Rights. The rights to cause the Company to register Registrable Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by an Investor to (i) any partner or retired partner or affiliated fund of any Holder which is a partnership, (ii) any member or former member of any Holder which is a limited liability company, (iii) any family member or trust for the benefit of any individual Holder, (iv) any transferee who satisfies the criteria to be an Investor, (v) any entities affiliated with a Holder, or (vi) a transferee or assignee who acquires at least 100,000 shares of Registrable Securities (as adjusted for any share dividends, combinations, reclassifications or splits with respect to such shares); provided, in each case, the Company is promptly furnished with written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned. For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a business entity who are affiliates, retired affiliates of such entity (including spouses and ancestors, lineal descendants and siblings of such affiliates or affiliates who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the business entity; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under Section 1.

1.12 Limitations on Subsequent Registration Rights. From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders of a majority of the outstanding Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company which would allow such holder or prospective holder (a) to include such securities in any registration filed under Section 1.3 hereof, unless under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of its securities will not reduce the amount of the Registrable Securities of the Holders which is included or (b) to make a demand registration.

1.13 Reports Exchange Act. With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company to the public pursuant to a registration on Form F-3 or Form S-3, as the case may be, or without registration, the Company agrees to:

(a) make and keep public information available, as those terms are understood and defined in SEC Rule 144, at all times after the effective date of the first registration statement filed by the Company for the offering of its securities to the general public so long as the Company remains subject to the periodic reporting requirements under Sections 13 or 15(d) of the Exchange Act;

12

(b) take such action, including the voluntary registration of its Ordinary Shares under Section 12 of the Exchange Act, as is necessary to enable the Holders to utilize Form F-3 or Form S-3 (or any successor form that provides for short-form registration), as the case may be, for the sale of their Registrable Securities, such action to be taken as soon as practicable after the end of the fiscal year in which the first registration statement filed by the Company for the offering of its securities to the general public is declared effective;

(c) file with the SEC (or such governing bodies as applicable) in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, or other applicable securities regulations; and

(d) furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied with the reporting requirements of SEC Rule 144 (at any time after 90 days after the effective date of the first registration statement filed by the Company), the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (or any successor form that provides for short-form registration) (at any time after it so qualifies), as the case may be, (ii) copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company, and (iii) information as may be reasonably requested in availing any Holder of any rule or regulation of the SEC which permits the selling of any such securities without registration or pursuant to such form.

1.14 “Market Stand-Off” Agreement.

(a) Each Holder hereby agrees that, during the period (the “Lock-up Period”) of duration up to, but not exceeding, one 180 days following the date of the final prospectus which forms a part of the registration statement of the Company filed under the Securities Act with respect to the initial public offering of securities of the Company, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except Ordinary Shares included in such registration, if any. Each Holder agrees to execute an agreement with said underwriters in customary form consistent with the provisions of this Section 1.14, provided, however that (i) all directors, officers and holders of 1% or more of the outstanding Capital Shares shall sign substantially identical agreements; (ii) if any person bound by lockup or stand-off restrictions relating to securities of the Company is released from such restrictions, the underwriter shall so notify the Holder and shall simultaneously release the Holder from its own restrictions hereunder; and (iii) the agreement permits transfers to affiliates or other transferees if, in each case, the transferee enters into a substantially similar agreement.

(b) In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such Lock-up Period and, if applicable, the Restricted Period, and each Holder agrees that, if so requested, such Holder will execute an agreement in the form provided by the underwriter containing terms which are essentially consistent with the provisions of this Section 1.14.

13

(c) Notwithstanding the foregoing, the obligations described in this Section 1.14 shall not apply to a registration relating solely to employee benefit plans on Form S-1 or Form S-8 or similar forms which may be promulgated in the future, or a registration relating solely to an SEC Rule 145 transaction on Form S-4 or similar forms which may be promulgated in the future.

1.15 Termination of Registration Rights. No Holder shall be entitled to exercise any right provided for in this Section 1 (except Section 1.10 hereof) after (i) five (5) years following the consummation of a Qualified IPO, and (ii) during such times as Rule 144 or another similar exemption under the Securities Act is available for the sale of all of such Holder’s shares during a three (3) month period without registration.

1.16 Re-sale Rights. The Company shall at its own cost use its commercially reasonable efforts to assist each Investor in the sale or disposition of the Registrable Securities after its initial public offering under Rule 144 promulgated under the Securities Act and any other rule or regulation of the Securities and Exchange Commission of the United States that may at any time permit the Investors to sell securities of the company to the public pursuant to a registration on Form F-3 or Form S-3, as the case may be, or without registration, including without limitation (a) the prompt delivery of applicable instruction letters to the Company’s transfer agent to remove legends from the Investor’s share certificates, (b) causing the prompt delivery of appropriate legal opinions from the Company’s counsels in forms reasonably satisfactory to the Investor’s counsel, (c) if the Company has depository receipts listed or traded on any exchange or inter-dealer quotation system, (i) the prompt delivery of instruction letters to the Company’s share registrar and depository agent to convert the Investor’s securities into depository receipts or similar instruments to be deposited in the Investor’s brokerage account(s), and (ii) the prompt payment of all reasonable costs and fees charged by the depository agent, including conversion fees and maintenance fees. The Company acknowledges that time is of the essence with respect to its obligations under this Section 1.16, and that any delay will cause the Investors irreparable harm and constitutes a material breach of the Company’s obligations under this Agreement.

1.17 Foreign Registrations. To the extent the Company effects a listing, public offering or registration in a jurisdiction other than the U.S., the registration rights afforded the Holders, and the intent of the related provisions, hereunder shall, subject to the applicable securities regulations, be carried out and applied as nearly as possible in such jurisdiction as if such listing, public offering or registration were effected in the U.S. Also, notwithstanding anything to the contrary and subject to applicable securities laws, to the extent that the Company effects a listing, public offering or registration in a jurisdiction other than the U.S. for the account of any Shareholders (other than the holders of Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares), other than a listing, public offering or registration solely to the sale of securities to participants in a Company Share Option Plan, the holders of Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares shall have the right to participate in the sale of Shares by requesting the Company to include a pro rata portion (based on aggregate number of shares to be sold) of such holders’

14

Registrable Securities in such listing, public offering or registration. The Company shall use its reasonable best efforts to include in such listing, public offering or registration any Registrable Securities thereby requested to be included by such holders of Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares (as applicable).

SECTION 2

RIGHT OF FIRST OFFER

2.1 Right of First Offer. For so long as at least 10% of the sum of all of the Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares (as applicable) originally issued remain outstanding, the Company hereby grants to each Investor a right of first offer with respect to future sales by the Company of its “Shares” (as hereinafter defined).

2.2 Mechanics. Each time the Company proposes to offer any shares of, or securities convertible into or exercisable for any shares of, any class of its Capital Shares (the “Shares”), the Company shall first make an offering of such Shares to each Investor in accordance with the following provisions:

(a) The Company shall deliver a notice (“Notice”) to the Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Shares.

(b) Within twenty (20) days after delivery of the Notice, each Investor may elect to purchase or obtain, at the price and on the terms specified in the Notice, up to that portion of such Shares which equals a fraction, the numerator of which shall be the number of shares of Ordinary Shares then held by the Investor (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares), and the denominator of which shall be the total number of shares of Ordinary Shares of the Company then outstanding (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) (each a “First Offer Portion”). The Company shall promptly, in writing, inform each Investor that elects to purchase all the shares available to it under this Section 2 (each, a “Fully-Exercising Investor”) of any other Investor’s failure to do likewise. During the ten (10)-day period commencing after receipt of such information, each Fully-Exercising Investor shall be entitled to obtain that portion of the Shares for which Investors were entitled to subscribe but which were not subscribed for by the Investors that is equal to the proportion that the number of Ordinary Shares then held by the Investor (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, options and other securities exercisable for Ordinary Shares) bears to the total number of Ordinary Shares of the Company then held by Investors (assuming the conversion of all securities convertible into Ordinary Shares and exercise of all warrants, option and other securities exercisable for Ordinary Shares).

15

(c) The Company may, during the sixty (60) day period following the expiration of the period provided in Section 2.1(b) hereof, offer the remaining unsubscribed portion of the Shares to any person or persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Notice. If the Company does not enter into an agreement for the sale of the available and remaining Shares within such period, or if such agreement is not consummated within ninety (90) days of the execution thereof, the right provided hereunder shall be deemed to be revived and such Shares shall not be offered unless first reoffered to the Investors in accordance herewith.

2.3 Inapplicable Issuance of Securities. The right of first offer in this Section 2 shall not apply to the issuance or sale of

(i) Ordinary Shares or options therefore issuable or issued to employees, directors, officers or consultants of the Company (or any of its subsidiaries) pursuant to a stock option plan or restricted stock plan or any similar equity incentive plan (collectively, the “Option Plan”) approved from time to time by the Board (including the approval of the Series B Directors);

(ii) securities issued pursuant to a stock split, subdivision, recapitalization or similar transaction, or dividend or other distribution payable in additional Ordinary Shares or other securities or rights exercisable for or convertible into Ordinary Shares;

(iii) Ordinary Shares issued or issuable upon conversion of the Preferred Shares or upon the conversion or exercise of convertible or exercisable securities outstanding on the date hereof;

(iv) securities issued by the Company in connection with the licensing or acquisition of technology or intellectual property by the Company and entered into primarily for non-equity financing purposes and approved by the Company (including the approval of the Series B Directors);

(v) securities issued by the Company in connection with the acquisition of or by the Company of or by another entity, whether by merger, amalgamation, consolidation, reorganization, scheme of arrangement, purchase or sale of all or substantially all of the assets, sale or exchange of shares or otherwise, where such acquisition is approved by the Board (including the approval of the Series B Directors);

(vi) securities issued by the Company in connection with a strategic corporate partnership arrangement, investment, and/or the acquisition of other assets, properties or other entities and entered into primarily for non-equity financing purposes and approved by the Board (including the approval of the Series B Directors);

(vii) securities issued by the Company to suppliers or third party service providers (excluding directors of the Company and their affiliates) in connection with the provision of bona fide goods or services pursuant to transactions approved by a majority of the Board (including the approval of the Series B Directors);

(viii) securities issued by the Company in connection with general or equipment financings, bank financings, real estate leases, joint ventures or similar transactions entered into primarily for non-equity financing purposes and approved by the Board (including the approval of the Series B Directors);

16

(ix) Ordinary Shares issued or issuable in a public offering before or in connection with which all outstanding Preferred Shares will be converted to Ordinary Shares or upon the exercise of warrants or cover-allotment options granted to underwriters in connection with such offering;

(x) securities issued or issuable in connection with any settlement of any action, suit, proceeding or litigation approved by the Board (including the approval of the Series B Directors);

(xi) Ordinary Shares or other securities that are expressly determined not to be Additional Ordinary Shares hereunder by holders of at least 75% of the Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares then outstanding, voting together as a single class on an as-converted basis;

(xii) Series B-2 Preferred Shares issued under the Share Purchase Agreement; and

(xiii) Series B-2 Warrants (as defined in the Share Purchase Agreement), the Series B-2 Preferred Shares issued or issuable upon the exercise thereof, and the Ordinary Shares issuable upon conversion of shares.

2.4 Termination of Right of First Offer. The covenants set forth in Sections 2 shall terminate as to each Investor and be of no further force or effect upon the earlier of (i) immediately prior to the consummation of a Qualified IPO and (ii) upon a Liquidation Event (as defined in the Company’s Memorandum and Articles of Association).

SECTION 3

INFORMATION RIGHTS

3.1 Delivery of Financial Statements and Other Information. The Company shall deliver to each Investor, for as long as such Investor continues to hold at least 1,000,000 Preferred Shares (as adjusted for stock splits, stock dividends and the like) (a “Major Investor”), the information set forth below:

(a) within 120 days after the end of each fiscal year of the Company, a management report and an income statement for such fiscal year, a balance sheet of the Company and statement of shareholder’s equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be prepared in accordance with U.S. GAAP or International Financial Reporting Standard (“IFRS”), applied on a consistent basis, and audited and certified by an independent accounting firm;

17

(b) within 45 days after the end of each of the first three quarters of each fiscal year of the Company, a management report and an unaudited profit or loss statement, a statement of cash flows and summary of bookings for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, on a consolidated basis, prepared in accordance with U.S. GAAP or IFRS applied on a consistent basis;

(c) within 30 days prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets and sources of applications of funds statements for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;

(d) copies of all documents or other information sent to all shareholders generally, in their capacity as shareholders of the Company; and

(e) copies of any and all material reports filed by the Company with any relevant securities exchange, securities regulatory authority or other similar governmental agency.

In addition to the foregoing rights, for so long as any Major Investor holds any shares of the Company, the Company agrees to provide such Major Investor upon request with copies of the current versions of the Company’s Memorandum and Articles of Association (as amended and restated from time to time) and all agreements relating to any subsequent financings by the Company, in each case reflecting all amendments and restatements thereto through such date of request. The copies of the documents provided under this Section 3 may be delivered in either hardcopy or electronic format (Portable Document Format (PDF)).

3.2 Inspection Rights. The Company (and its subsidiaries) shall permit each Major Investor to visit and inspect the Company’s (or that of its subsidiary) properties, to examine its books of account and records and to discuss the Company’s business, operations, affairs, finances and accounts with its directors and officers, all at such reasonable times as may be requested by the Investor; provided, however, that the Company shall not be obligated to provide any information the disclosure of which to a particular Investor would pose the risk of a specific, identifiable material conflict of interest for such Investor.

3.3 Termination. The covenants set forth in Section 3 shall terminate as to each Investor and be of no further force or effect upon the earliest of (i) immediately prior to the consummation of the Company’s initial public offering, and (ii) upon a Liquidation Event. Following the Company’s initial public offering, for as long as Intel or AsiaVest holds 100,000 Ordinary Shares or other shares of the Company (as adjusted for stock splits, stock dividends and the like), the Company shall, at its own initiative and expense, provide Intel and/or AsiaVest with copies of each of the following which are filed by the Company with any stock exchange or securities regulatory authority and made available to the public: (i) annual reports to shareholders; (ii) annual, semiannual, and quarterly financial statements and reports; and (iii) prospectuses, registration statements, offering circulars, offering memoranda, and other document relating to any offering of securities of the Company. Such materials shall be provided to Intel and/or AsiaVest promptly (and in any event within ten (10) business days) after the same are made available to the public.

18

SECTION 4

COVENANTS OF THE COMPANY AND OTHER MATTERS

4.1 Management Incentive Plan.

(a) Following the closing under the Share Purchase Agreement, and subject to the approval of the Board, the Company shall reserve 2,000,000 Ordinary Shares (as adjusted for stock split, recapitalization and the like), for issuance to certain members of its management team as options to purchase Ordinary Shares (having an exercise price per share equal to the then fair market value of such Ordinary Shares), upon the occurrence of any of the following events of the Company upon the attainment of any of the following milestones:

(i) the successful completion of an equity financing round in which the Company raises at least US$5,000,000 in cash from subscribers unaffiliated with the Company’s management team, customers, or existing investors on or before October 31, 2010, in exchange for issuing Series C Preferred Shares bearing rights and privileges customary in venture capital financings, at a pre-financing valuation exceeding US$125,000,000;

(ii) a Change of Control of the Company on or before April 30, 2012 at an implied valuation exceeding US$125,000,000; or

(iii) the completion of a Qualified IPO on or before April 30, 2013.

(b) Each Investor shall, and shall cause its affiliates and designees to, vote for the reservation and issuance of the Ordinary Shares in accordance with the provisions in this Section 4.1.

4.2 Key Man Insurance. The Company shall retain its “key man” insurance policies for each of Howard Yang, Stephen Tai, Larry Wu and Shawn Si in an amount of US$1,000,000, with such policies payable to the Company.

4.3 Meetings of the Board of Directors. The Board of Directors of the Company shall hold meetings at least once every two months for the 12-month period following the date hereof.

4.4 Employment Contracts. The company shall ensure that each of Howard Yang, Stephen Tai, Larry Wu and Shawn Si, and any senior management personnel of the Company shall have entered into and be subject to an employment contract with the Company in form and substance as approved by the Board (including the directors designated by holders of Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares pursuant to the Articles of Association of the Company (as amended and restated from time to time), unless executed prior to the initial sale of the Series B-2 Preferred Shares) containing, among other things, the amount of remuneration or other compensation packages, non-competition obligations and confidentiality undertaking for as long as they are employees of the Company.

19

4.5 Redemption of Shares.

(a) Redemption of Series B-2 Preferred Shares. Subject to the provisions in the Companies Law of the Cayman Islands (as amended from time to time), the Company shall, upon the receiving, at any time after June 1, 2013 (the “B-2 Redemption Availability Date”), a written request for the redemption of the Series B-2 Preferred Shares signed by the holders of at least two-thirds (2/3) of the then outstanding Series B-2 Preferred Shares (a “B-2 Redemption Request”), redeem from funds legally available therefor at the redemption price set forth in Section 4.5(c), on a date (the “B-2 Redemption Date”) that is within 90 days following its receipt of such written B-2 Redemption Request, all Series B-2 Preferred Shares that are outstanding on the date that the Company receives such first written B-2 Redemption Request, until all outstanding Series B-2 Preferred Shares have been redeemed. Notwithstanding the foregoing, if upon the B-2 Redemption Date, the funds and assets of the Company legally available to redeem such stock shall be insufficient to redeem all outstanding Series B-2 Preferred Shares to be redeemed, then the Company shall redeem such number of Series B-2 Preferred Shares as it is able to redeem pro rata from each holder, and any unredeemed shares shall be carried forward and shall be redeemed at the earliest date upon which the Company has funds lawfully available to continue redemption of such unredeemed shares, to the full extent of legally available funds of the Company at such time, and any such unredeemed shares shall continue to be so carried forward until redeemed. The Series B-2 Preferred Shares that are subject to redemption hereunder but that have not been redeemed due to insufficient legally available funds and assets of the Company shall continue to be outstanding and entitled to all dividend, liquidation, and other rights, preferences, privileges and restrictions of the Series B-2 Preferred Shares until such shares have been converted or redeemed.

(b) Redemption of Series B Preferred Shares and Series B-1 Preferred Shares. Subject to the provisions in the Companies Law of the Cayman Islands (as amended from time to time), the Company shall, upon the receiving, at any time after June 19, 2011 (the “B/B-1 Redemption Availability Date”), a written request for the redemption of the Series B Preferred Shares and the Series B-1 Preferred Shares signed by the holders of at least two-thirds (2/3) of the then outstanding shares of the Series B Preferred Shares and the Series B-1 Preferred Shares, both series voting together as a single class (a “B/B-1 Redemption Request”), redeem from funds legally available therefor at the redemption price set forth in Section 4.5(c), on a date (the “B/B-1 Redemption Date”) that is within 90 days following its receipt of such written B/B-1 Redemption Request, all Series B Preferred Shares and Series B-1 Preferred Shares (as applicable) that are outstanding on the date that the Company receives such first written B/B-1 Redemption Request, until all outstanding Series B Preferred Shares and Series B-1 Preferred Shares have been redeemed. Notwithstanding the foregoing, if upon the B/B-1 Redemption Date, the funds and assets of the Company legally available to redeem such stock shall be insufficient to redeem all outstanding Series B Preferred Shares and Series B-1 Preferred Shares (as applicable) to be redeemed, then the Company shall redeem such number of Series B Preferred Shares and Series B-1 Preferred Shares (as applicable) as it is able to redeem pro rata from each holder, and any unredeemed shares shall be carried forward and shall be redeemed at the earliest date upon which the Company has funds lawfully available to continue redemption of such unredeemed shares, to the full extent of legally available funds of the Company at such time, and any such unredeemed shares shall continue to be so carried forward until redeemed. The Series B Preferred Shares and the Series B-1 Preferred Shares that are subject to redemption hereunder but that have not been redeemed due to insufficient legally available funds and assets

20

of the Company shall continue to be outstanding and entitled to all dividend, liquidation, and other rights, preferences, privileges and restrictions of the Series B Preferred Shares or the Series B-1 Preferred Shares (as applicable) until such shares have been converted or redeemed.

(c) Redemption Price. The redemption price for each Series B Preferred Share, Series B-1 Preferred Share and Series B-2 Preferred Share redeemed under Sections 4.5(a) and 4.5(b) above, respectively, shall be an amount equal to 130% of the Series B Subscription Price, Series B-1 Subscription Price or the Series B-2 Subscription Price (as applicable, each term as defined in the Articles of Association of the Company (as amended and restated from time to time) per share, plus all declared and unpaid dividends thereon (as appropriately adjusted for any stock splits, stock dividends, reorganizations or the like).

(d) Redemption Notice. At least 20 but no more than 60 days prior to the Redemption Date, written notice shall be mailed by the Company to each holder of record (at the close of business on the business day next preceding the day on which notice is given) of the Series B Preferred Shares, the Series B-1 Preferred Shares and/or the Series B-2 Preferred Shares to be redeemed (as applicable), at the address last shown on the records of the corporation for such holder or given by the holder in writing to the corporation for the purpose of notice or, if no such address appears or is given, at the place where the principal executive office of the corporation is located, notifying such holder of the redemption to be effected, the redemption price, the number of such holder’s Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares (as applicable) to be redeemed, the place at which payment may be obtained and calling upon such holder to surrender to the Company, in the manner and at the place designated, the certificate or certificates representing the shares to be redeemed (each such notice is referred to herein as the “Redemption Notice”).

(e) Surrender of Certificates. On or before the Redemption Date, each holder of Series B Preferred Shares, Series B-1 Preferred Shares and/or Series B-2 Preferred Shares (as applicable) to be redeemed on such Redemption Date shall surrender the certificate(s) representing such shares to be redeemed to the Company, in the manner and at the place designated in the relevant Redemption Notice, and thereupon the redemption price for such shares shall be payable to the order of the person whose name appears on such certificate(s) as the owner thereof, and each surrendered certificate shall be canceled and retired. If less than all of the shares represented by such certificate are redeemed, then the corporation shall promptly issue a new certificate representing the unredeemed shares.

(f) Effect of Redemption. If the relevant Redemption Notice has been duly given, and if on the relevant Redemption Date the redemption price is either paid or made available for payment, then notwithstanding that the certificates evidencing any of the Series B Preferred Shares, the Series B-1 Preferred Shares or the Series B-2 Preferred Shares (as applicable) so called for redemption shall not have been surrendered, all dividends with respect to such shares shall cease to accrue after the relevant Redemption Date, such shares shall not thereafter be transferred on the corporation’s books and all of the rights of the holders of such shares with respect to such shares shall terminate after the relevant Redemption Date, except only the right of the holders to receive the redemption price therefor without interest upon surrender of their certificate(s) therefor.

21

4.6 Protective Provisions.

(a) So long as any Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares are outstanding, the Company shall not, without first obtaining the approval by vote or written consent of the Board (including the approval of the Series B Directors, and, solely with respect to item (x) below, the director designated by the holders of Series A Preferred Shares):

(i) redeem, repurchase, or acquire, directly or indirectly, any capital shares of the Company, other than repurchases of Ordinary Shares pursuant to Section 4.5 and the repurchases of Ordinary Shares issued to or held by officers, directors, employees or consultants providing services to the Company or any subsidiary, upon termination of services to the Company, pursuant to the Company’s standard provisions and at or below the original purchase price of such shares (“Termination Repurchases”);

(ii) increase or decrease the number of Ordinary Shares authorized under the Company’s stock option plan;

(iii) issue or grant any shares, options, or other securities of the Company or any of its subsidiaries to any Key Shareholder (as defined in the Memorandum and Articles of Association of the Company), whether in connection with an employment agreement or otherwise;

(iv) approve any guarantee or agreement by the Company to indemnify any other person against any loss or liability, other than commercially reasonable warranties or indemnification granted to suppliers, customers and employees in the ordinary course of business;

(v) grant any mortgage, pledge, hypothecation, or other security interest over all or substantially all of the Company’s assets or properties, whether tangible or intangible;

(vi) enter into any purchase, lease, sale, or other transaction by the Company involving real property, except for a lease or termination of a lease of reasonable commercial office space for use by the Company and/or its affiliates;

(vii) borrow or incur indebtedness of the Company or its subsidiaries (including indebtedness in the form of the assumption or guaranty of indebtedness of any other person) which (A) is not in the ordinary course of business or in the business plan approved by the Board, or (B) cumulatively with all other borrowing, indebtedness of the Company in excess of $1,000,000 in the aggregate at any time;

22

(viii) enter into any transaction or series of related transactions between the Company or any of its subsidiaries and any Key Shareholder (as defined in the Memorandum and Articles of Association of the Company), director, officer, employee, consultant or affiliate of the Company (or any person related to or in which any director, officer, employee, consultant or affiliate of the Company holds a financial interest) (A) which involves a loan or advance of any kind (other than reasonable advances for travel expenses); (B) which is not in the ordinary course of business or in the most recent business plan approved by Board; or (C) in which the aggregate value given or received exceeds $50,000 individually or $150,000 in the aggregate during any 12-month period;

(ix) enter into any loan, advance, or extension of credit by the Company or its subsidiaries (A) not in the ordinary course of business or in the most recent business plan approved by the Board, or (B) which cumulatively with all other loans and extensions of credit by the Companies exceeds $500,000 in the aggregate at any time;

(x) appoint or remove the Chief Executive Officer, Chief Operating Officer, Managing Director, General Manager, Chief Financial Officer, or Chief Technology Officer of the Company, or increase the compensation of any of the five most highly compensated employees of the Company by more than 15% in any 12-month period (excluding, for purposes of this calculation, bonuses paid in accordance with the Company’s budget);

(xi) change the auditors of the Company or any material accounting policy of the Company;

(xii) delegate any authority in respect of any of the foregoing matters to any committee of the Board;

(xiii) enter into any agreement, commitment, or corporate resolution to do any of the foregoing;

(xiv) take any action that will in the good faith opinion of the Company’s counsel result in taxation of the holders of the Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares under Section 305 of the United States Internal Revenue Code of 1986, as amended; or

(xv) authorize and issue any securities of the Company in connection with any strategic transaction, corporate collaboration or legal settlement to which the Company is a party.

(b) So long as any Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares are outstanding, without first obtaining the approval by vote or written consent of the holders of at least two-thirds (2/3) of the sum of all of the then outstanding Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares, all of such series voting together as a single class on an as-converted basis, the Company shall not, and will not permit any of its subsidiaries to:

23

(i) amend the Memorandum and Articles of Association of the Company or other constitutional documents of the Company;

(ii) increase or decrease the authorized number of Preferred Shares, or amend or alter the rights, privileges and protections of the Series B Preferred Shares, the Series B-1 Preferred Shares or Series B-2 Preferred Shares;

(iii) authorize, designate, reclassify or issue any shares or any equity securities convertible or exchangeable into shares ranking senior to or on parity with the Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares with respect to liquidation, redemption, dividend rights and other rights, privileges and preferences of the Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares;

(iv) change the authorized number, manner of election, or term of office of Directors;

(v) declare or pay any dividend or distribution on any shares or any equity security convertible or exchangeable into shares ranking junior to the Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares in liquidation, redemption, or dividend rights or privileges; or redeem or repurchase any shares ranking junior to the Series B Preferred Shares, Series B-1 Preferred Shares or Series B-2 Preferred Shares in liquidation, redemption, or dividend rights or privileges except Termination Repurchases;

(vi) enter into or agree to enter into any transaction or series of transactions that would constitute a Liquidation Event;

(vii) approve any material change to the Company’s fundamental business plan or strategy; or

(viii) undertake or enter into any agreement to undertake an Initial Public Offering of Shares unless approved by a majority vote of the Board of Directors of the Company, which majority shall include at least one (1) of the Series B Directors.

(c) Without limiting any voting requirements or protections with respect to the Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares above, in addition to the approval of the Board, the prior written consent of holders of at least two-thirds (2/3) of the outstanding Series A Preferred Shares, Series B Preferred Shares, Series B-1 Preferred Shares and Series B-2 Preferred Shares, all four series voting together as a single class on an as-converted basis, is required to authorize or issue, or obligate the Company to authorize or issue, any new class or series of equity securities of the Company or any majority-owned subsidiary of the Company.

24

4.7 Circular 75 Registration. As promptly as practicable after the date hereof, each shareholder of the Company who qualifies as a “PRC resident shareholder” pursuant to the Circular Huifa [2005] No. 75 issued by the State Administration of Foreign Exchange of the PRC and effective as of November 11, 2005 (the “Circular 75”) shall use commercially reasonable efforts to file a registration form with the State Administration of Foreign Exchange or its competent local counterpart (“SAFE”) pursuant to the requirements of Circular 75 and SAFE.

SECTION 5

MISCELLANEOUS

5.1 Enforceability/Severability. The parties hereto agree that each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement shall nonetheless be held to be prohibited by or invalid under applicable law, such provision shall be effective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

5.2 Remedies. Each party hereto will be entitled to enforce its rights under this Agreement specifically, to recover damages by reason of any breach of any provision hereof, and to exercise all other rights existing in its favor. Each party hereto agrees and acknowledges that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each holder may, in its sole discretion, apply for specific performance and injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement.

5.3 Entire Agreement; Successors and Assigns. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subjects hereof and supersedes and replaces the Prior Agreement in its entirety. Subject to the exceptions specifically set forth in this Agreement, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective executors, administrators, heirs, successors and assigns of the parties.

5.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong S.A.R. notwithstanding any rules regarding conflict of laws; provided, however, that all provisions hereof pertaining or relating to the corporate governance of the Company shall be construed in accordance with and governed by the Companies Law of the Cayman Islands.

5.5 Dispute Resolution.

(a) Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be submitted to arbitration upon the request of either party with notice to the other.

(b) The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”). There shall be three arbitrators. The Company on the one hand, and the Investors, on the other hand, shall select one arbitrator within

25

thirty (30) days after giving or receiving the demand for arbitration. Such arbitrators shall be freely selected, and the parties shall not be limited in their selection to any prescribed list. The Chairman of the Centre shall select the third arbitrator, who shall be qualified to practice law in Hong Kong, S.A.R. If either party does not appoint an arbitrator who has consented to participate within thirty (30) days after selection of the first arbitrator, the relevant appointment shall be made by the Chairman of the Centre.

(c) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the Arbitration Rules of the Centre in effect at the time of the arbitration. However, if such rules are in conflict with the provisions of this Section 5.5, including the provisions concerning the appointment of arbitrators, the provisions of this Section 5.5 shall prevail.

(d) Subject to Section 5.4 hereof, the arbitrators shall decide any dispute submitted by the parties to the arbitration strictly in accordance with the substantive law of Hong Kong, S.A.R. and shall not apply any other substantive law.

(e) The award of the arbitration tribunal shall be final and binding upon the disputing parties, and either party may apply to a court of competent jurisdiction for enforcement of such award.

(f) Either party shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

5.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Any counterpart or signature of a party delivered by facsimile, email or similar electronic transmission pursuant to which the signature of (or behalf of) such party can be seen shall be deemed for all purposes as being a good and valid execution and delivery of this Agreement by such party.

5.7 Headings. The section headings of this Agreement are for convenience and shall not by themselves determine the interpretation of this Agreement.

5.8 Notices. Any notice required or permitted hereunder shall be given in writing and shall be conclusively deemed effectively given (i) upon personal delivery, (ii) upon delivery by overnight courier, or (iii) five days after deposit in the United States mail, by registered or certified mail, postage prepaid, addressed (a) if to the Company, to its principal office and (b) if to an Investor, to such Investor’s address as is on file with the records of the Company, or at such other address as the parties may designate by ten days’ advance written notice to the other parties.

5.9 Amendment of Agreement. Any provision of this Agreement may be amended and the observance thereof may be waived by a written instrument signed by the Company and by the Investors holding 66 2/3% of the outstanding Registrable Securities then held by the Investors; provided that any provision of this Agreement which requires the vote, consent or

26

approval of a greater proportion of a specified class or series for a particular matter, then any amendment to that provision shall require the vote, consent or approval of such greater proportion Any such amendment, modification or waiver shall be binding on all parties hereto whether or not they execute such instrument.

[Signature Pages Follow]

27

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

MONTAGE TECHNOLOGY GROUP LIMITED
By:	/s/ Howard Yang
Name:	Howard Yang
Title:	Chief Executive Officer

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

HOWARD CHONGHE YANG

/s/ Howard Yang

LEI WU

/s/ Lei Wu

XIAOMIN SI

/s/ XiaoMin Si

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

ELITE GLOBAL INTERNATIONAL CORPORATION
By:	/s/ [Handwriting Signature]
Name:
Title:

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders
VENGLOBAL CAPITAL FUND II, L.P.
By:	/s/ Gary Y. Cheng
Name:	Gary Y. Cheng
Title:	General Partner
XUNREN YANG AND SHUZHUANG LIANG
/s/ Xunren Yang
/s/ Shuzhuang Liang

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

STEPHEN TAI

/s/ Stephen Tai

ERIC KWONG HANG TSANG

/s/ Eric Kwong Hang Tsang

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

YUNG YUNG KUO

/s/ Yung Yung Kuo

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

JUNG KUNG YANG

/s/ Jung Kung Yang

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

PING K. KO

/s/ Ping K. Ko

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders
GAIN AGAIN INVESTMENTS LIMITED
By:	/s/ [Handwriting Signature]
Name:
Title:
JUPITER GLOBAL PROFITS LIMITED
By:	/s/ Duen-Chian Cheng
Name:	Duen-Chian Cheng
Title:	Director

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders
ASIAVEST OPPORTUNITIES FUND IV
By:	/s/ T. J. Huang
Name:	T. J. Huang
Title:	Director

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders
TRANSLINK CAPITAL PARTNERS I, L.P.
By:	/s/ Jackie Yang
Name:	Jackie Yang
Title:	Managing Director

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders
INTEL CAPITAL CORPORATION
By:	/s/ Michael J Scown
Name:	Michael J Scown
Title:	Authorized Signatory
INTEL CAPITAL (CAYMAN) CORPORATION
By:	/s/ Michael J Scown
Name:	Michael J Scown
Title:	Authorized Signatory

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders
SILICON FEDERATION INTERNATIONAL LIMITED
By:	/s/ Ko, Peter Ping Wah
Name:
Title:

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

CHEW, KHENG HENG

/s/ Chew Kheng Heng

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

CATHY YEN

/s/ Cathy Yen

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders
SF CAPITAL LIMITED
By:	/s/ Fang Yan Zau Alexander
Name:	Fang Yan Zau Alexander
Title:	Director

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

JIANJUN ZHOU

/s/ Jianjun Zhou

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders
DREAMACHINA LIMITED
By:	/s/ Daniel Mao
Name:	Daniel Mao
Title:

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders
AIL
By:	/s/ Jonney Shih
Name:	Jonney Shih
Title:	Chairman
CHINA ELECTRONICS CORPORATION HUA HONG INTERNATIONAL LTD.
By:	/s/ Zhongrui Xia
Name:	Zhongrui Xia
Title:	President

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

TSONG-JEN HUANG

/s/ T. J. Huang

SHUNG HO SHAW

/s/ Shung Ho Shaw

YEH DON-CHARNG

/s/ Yeh Don-Charng

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

LEE FANG-LIN

/s/ Lee Fang Lin

CHENG WEN-FENG

/s/ Cheng Wen Feng

CHEN CHIA-CHIN

/s/ Chen Chia-Chin

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

CHANG MING-FONG

/s/ Chang Ming Fong

TAI CHEN-CHEN

/s/ Chen Chen Tai

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders
BRIDGTON INVESTMENTS LTD.
By:	/s/ [Handwriting Signature]
Name:
Title:
GOLDEN GLOBAL INTERNATIONAL CORPORATION
By:	/s/ Hsuan Chen Shu Chen
Name:
Title:
SHARP FOCUS ASSETS MANAGEMENT LIMITED
By:	/s/ Ito Shigeru
Name:	Ito Shigeru
Title:	Director

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholders

DAOLIN MAO

/s/ Daolin Mao

JIE GU

/s/ Jie Gu

LIN SU

/s/ Lin Su

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

Schedule A

Investors

Series A Investors:

ESSEX Global Holdings Ltd.

Jupiter Global Profits Limited

Hsie Cheng Invest Co.

Venglobal Capital Fund II, L.P.

Caroline T. Cheng

Xunren Yang and Shuzhuang Liang

Stephen Tai

Eric Kwong Hang Tsang

Lei Wu

XiaoMin Si

Yung Yung Kuo

Jung Kung Yang

Sharon Liu

Daolin Mao

Dreamachina Limited

Somjai Chuangcharoendee

Ping K. Ko

Linda U. Co

David N.K Wang and Aileen A.P Wang Revocable Living Trust

Shuchen Tina Wang

Howard Chonghe Yang

Gain Again Investments Limited

Provenance Investments Ltd

Senegal International Limited

Golden Global International Corporation

Sharp Focus Assets Management Limited

Series B Investors:

AsiaVest Opportunities Fund IV

Intel Capital (Cayman) Corporation (formerly known as Intel Capital Corporation), a Cayman Islands company

Silicon Federation International Limited

SFVEST, LLC

Gain Again Investments Limited

Na Zhang

Jupiter Global Profits Limited

Chew, Kheng Heng

Hsie Cheng Invest Co.

Jung Kung Yang

Beomsup Kim

Cathy Yen

SF Capital Limited

Ulfers Global Holdings Limited

Elite Global International Corporation

Sharp Focus Assets Management Limited

China Electronics Corporation Hua Hong International Ltd.

Series B-1 Investors:

AsiaVest Opportunities Fund IV

Translink Capital Partners I, L.P.

Intel Capital Corporation

Silicon Federation International Limited

Beomsup Kim

Riverwood Capital LLC

Jianjun Zhou

SF Capital Limited

Dreamachina Limited

AIL Bridgton Investments Ltd.

Elite Global International Corporation

Sharp Focus Assets Management Limited

Tsong-Jen Huang

Shung Ho Shaw

Yeh Don-Charng

Lee Fang-Lin

Cheng Wen-Feng

Chen Chia-Chin

Chang Ming-Fong

Tai Chen-Chen

Cathy Yen

Cao Yun

Quaker Investment Limited

China Electronics Corporation Hua Hong International Ltd.

Series B-2 Investors:

AsiaVest Opportunities Fund IV

Bridgton Investments Ltd.

Golden Global International Corporation

Sharp Focus Assets Management Limited

Dreamachina Limited

Translink Capital Partners I, L.P.

Ping K. Ko

Howard Chonghe Yang

Stephen Tai

Jie Gu

Lei Wu

XiaoMin Si

Lin Su

Cathy Yen

AMENDMENT

TO

AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT

This AMENDMENT (the “Amendment”) is entered into as of August 13, 2013, by and among Montage Technology Group Limited, an exempted company registered by way of continuation under the Companies Law (2007 Revision) of the Cayman Islands (the “Company”), the holders of Series A Preferred Shares, the Series B Preferred Shares, the Series B-1 Preferred Shares and the Series B-2 Preferred Shares set forth on Schedule A hereto (collectively, the “Investors”) to amend the Amended and Restated Investor Rights Agreement entered into by and among the Company and certain of the Investors as of October 8, 2009 (the “Investor Rights Agreement”).

WHEREAS, in accordance with the requirements of Section 5.9 of the Investor Rights Agreement, the undersigned constitute the requisite parties necessary to amend the Investor Rights Agreement.

NOW THEREFORE, the parties hereto agree to amend the Investor Rights Agreement as follows:

Amendments.

The “B-2 Redemption Availability Date” as defined in Section 4.5(a) of the Investor Rights Agreement is amended from June 1, 2013 to January 1, 2014. As a result, the first sentence of Section 4.5(a) is amended and restated in its entirety to read as follows:

“Subject to the provisions in the Companies Law of the Cayman Islands (as amended from time to time), the Company shall, upon the receiving, at any time after January 1, 2014 (the “B-2 Redemption Availability Date”), a written request for the redemption of the Series B-2 Preferred Shares signed by the holders of at least two-thirds (2/3) of the then outstanding Series B-2 Preferred Shares (a “B-2 Redemption Request”), redeem from funds legally available therefor at the redemption price set forth in Section 4.5(c), on a date (the “B-2 Redemption Date”) that is within 90 days following its receipt of such written B-2 Redemption Request, all Series B-2 Preferred Shares that are outstanding on the date that the Company receives such first written B-2 Redemption Request, until all outstanding Series B-2 Preferred Shares have been redeemed.”

The “B/B-1 Redemption Availability Date” as defined in Section 4.5(b) of the Investor Rights Agreement is amended from June 19, 2011 to January 1, 2014. As a result, the first sentence of Section 4.5(b) is amended and restated in its entirety to read as follows:

“Subject to the provisions in the Companies Law of the Cayman Islands (as amended from time to time), the Company shall, upon the receiving, at any time after January 1, 2014 (the “B/B-1 Redemption Availability Date”), a written request for the redemption of the Series B Preferred Shares and the Series B-1 Preferred Shares signed by the holders of at least two-thirds (2/3) of the then outstanding shares of the Series B Preferred Shares and the Series B-1 Preferred Shares, both series voting together as a single class (a “B/B-1 Redemption Request”), redeem from funds legally available therefor at the redemption price set forth in Section 4.5(c), on a date

1

(the “B/B-1 Redemption Date”) that is within 90 days following its receipt of such written B/B-1 Redemption Request, all Series B Preferred Shares and Series B-1 Preferred Shares (as applicable) that are outstanding on the date that the Company receives such first written B/B-1 Redemption Request, until all outstanding Series B Preferred Shares and Series B-1 Preferred Shares have been redeemed.”

Full Force and Effect. Except as amended hereby, the Investor Rights Agreement remains in full force and effect and the terms, covenants and conditions set forth therein are hereby ratified, confirmed and restated as if fully set forth herein.

Counterparts; Signatures. This Amendment may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute but one and the same instrument. Any signature to this Amendment that is delivered by facsimile, PDF file (or other similar imaging software) or in person shall be considered valid and binding.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

2

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

MONTAGE TECHNOLOGY GROUP LIMITED
By:	/s/ Howard Yang
Name:	Howard Yang
Title:	Chief Executive Officer

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

HOWARD CHONGHE YANG

/s/ Howard Chonghe Yang

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

TAI KUAI LAP AND CHAO IONG WA JOINTLY

/s/ Tai Kuai Lap

/s/ Chao Iong Wa

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

LEI WU

/s/ Lei Wu

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

XIAOMIN SI

/s/ XiaoMin Si

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
ULFERS GLOBAL HOLDINGS LIMITED
By:	/s/ Robert L. Chen
Name:
Title:

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
ESSEX GLOBAL HOLDINGS LTD.
By:	/s/ [Handwriting Signature]
Name:
Title:

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
VENGLOBAL CAPITAL FUND II, L.P.
By:	/s/ Gary Y. Cheng
Name:	Gary Y. Cheng
Title:	General Partner

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

XUNREN YANG AND SHUZHUANG LIANG

/s/ Xunren Yang

/s/ Shuzhuang Liang

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

STEPHEN TAI

/s/ Stephen Tai

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

ERIC KWONG HANG TSANG

/s/ Eric Kwong Hang Tsang

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

YUNG YUNG KUO

/s/ Yung Yung Kuo

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

JUNG KUNG YANG

/s/ Jung Kung Yang

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
PROVENANCE INVESTMENTS LTD
By:	/s/ [Handwriting Signature]
Name:
Title:

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
SENEGAL INTERNATIONAL LIMITED
By:	/s/ [Handwriting Signature]
Name:
Title:

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

SHUCHEN TINA WANG

/s/ Shu-chen Tina Wang

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
GAIN AGAIN INVESTMENTS LIMITED
By:	/s/ Stan Hung
Name:	Stan Hung
Title:	Director

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
ASIAVEST OPPORTUNITIES FUND IV
By:	/s/ T. J. Huang
Name:
Title:

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
TRANSLINK CAPITAL PARTNERS I, L.P.
By:	/s/ Jackie Yang
Name:	Jackie Yang
Title:	Managing Director

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
INTEL CAPITAL CORPORATION
By:	/s/ Michael J Scown
Name:	Michael J Scown
Title:	Authorized Signatory

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
INTEL CAPITAL (CAYMAN) CORPORATION
By:	/s/ Michael J Scown
Name:	Michael J Scown
Title:	Authorized Signatory

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

CHEW, KHENG HENG

/s/ Chew, Kheng Heng

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
SF CAPITAL LIMITED
By:	/s/ Fang Yan Zau Alexander
Name:	Fang Yan Zau Alexander
Title:	Director

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

JIANJUN ZHOU

/s/ Jianjun Zhou

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
RIVERWOOD CAPITAL LLC
By:	/s/ Jeffrey T. Parks
Name:	Jeffrey T. Parks
Title:	Partner

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
CHINA ELECTRONICS CORPORATION HUA HONG INTERNATIONAL LTD.
By:	/s/ Jin Guo
Name:	Jin Guo
Title:	Vice President

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

TSONG-JEN HUANG

/s/ Tsong-Jen Huang

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

DON CHARNG YEH

/s/ Don Charng Yeh

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

FANG LIN LEE

/s/ Fang Lin Lee

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

CHIA CHIN CHEN

/s/ Chia Chin Chen

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

MING FONG CHANG

/s/ Ming Fong Chang

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

CHEN CHEN TAI

/s/ Chen Chen Tai

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
BRIDGTON INVESTMENTS LTD.
By:	/s/ [Handwriting Signature]
Name:
Title:

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

DAOLIN MAO

/s/ Daolin Mao

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

JIE GU

/s/ Jie Gu

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
TLC CAPITAL CO., LTD.
By:	/s/ Duen-Chian Cheng
Name:	Duen-Chian Cheng
Title:	President

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
SCP AIV I, LTD.
By:	/s/ Eric Thompson
Name:	Eric Thompson
Title:	Authorized Signer

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder
DREAMACHINA LIMITED
By:	/s/ [Handwriting Signature]
Name:
Title:

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

HAWMING HAUNG

/s/ Hawming Haung

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

ALAN TZI-HONG YIU

/s/ Alan Tzi-Hong Yiu

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

IN WITNESS WHEREOF, the undersigned have executed, or have caused to be executed, this Agreement, effective as of the date first written above.

Shareholder

PANNYUN YIU

/s/ Pannyun Yiu

MONTAGE TECHNOLOGY GROUP LIMITED

SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED INVESTOR RIGHTS

AGREEMENT

Schedule A

Investors

Series A Investors:

Howard Chonghe Yang

Stephen Tai

Xunren Yang and Shuzhuang Liang

Tai Kuai Lap and Chao Iong Wa jointly

XiaoMin Si

Cheng, Duen-Chian

Jung Kung Yang

TLC Capital Co., Ltd.

Golden Global International Corporation

Lei Wu

SCP AIV I, Ltd.

Daolin Mao

Venglobal Capital Fund II, L.P.

Provenance Investments Ltd.

ESSEX Global Holdings Ltd.

Senegal International Limited

Eric Kwong Hang Tsang

Yung Yung Kuo

Linda U. Co

Wang 2011 Irrevocable Trust fbo Pearl C. Wang

Wang 2011 Irrevocable Trust fbo Eric D. Wang

Hawming Haung

Ko, Peter Ping Wah

Gain Again Investments Limited

Real Bless International Limited

Caroline T. Cheng

Alan Tzi-Hong Yiu

Pannyun Yiu

Sharon Liu

Shuchen Tina Wang

Series B Investors:

Chew, Kheng Heng

Cheng, Duen-Chian

Jung Kung Yang

Absolute Pioneer Co., Ltd.

AsiaVest Opportunities Fund IV

Intel Capital (Cayman) Corporation

TLC Capital Co., Ltd.

Elite Global International Corporation

Ulfers Global Holdings Limited

China Electronics Corporation Hua Hong International Ltd.

Silicon Federation International Limited

Christine S. Chang, Trustee of the Christine and Dick Chang Trust

SFVest, LLC

SF Capital Limited

Gain Again Investments Limited

Real Bless International Limited

Beomsup Kim

Na Zhang

Series B-1 Investors:

Absolute Pioneer Co., Ltd.

AsiaVest Opportunities Fund IV

Intel Capital Corporation

Bridgton Investments Ltd.

TLC Capital Co., Ltd.

AIL

Dreamachina Limited

Translink Capital Partners I, L.P.

Elite Global International Corporation

China Electronics Corporation Hua Hong International Ltd.

Silicon Federation International Limited

Christine S. Chang, Trustee of the Christine and Dick Chang Trust

SF Capital Limited

Riverwood Capital LLC

Jianjun Zhou

Shung Ho Shaw

Tsong-Jen Huang

Beomsup Kim

Quaker Investments Limited

Ming Fong Chang

Chen Chen Tai

Yun Cao

Don Charng Yeh

Fang Lin Lee

Cheng Wen Feng

Chia Chin Chen

Series B-2 Investors:

Howard Chonghe Yang

Stephen Tai

XiaoMin Si

Chew, Kheng Heng

Jie Gu

Lin Su

Absolute Pioneer Co., Ltd.

AsiaVest Opportunities Fund IV

Bridgton Investments Ltd.

TLC Capital Co., Ltd.

Golden Global International Corporation

Lei Wu

Translink Capital Partners I, L.P.

Ko, Peter Ping Wah

Dreamachina Limited

EX-5.1

Exhibit 5.1

Conyers Dill & Pearman (Cayman) Limited Cricket Square PO Box 2681 Grand Cayman KY1 1111 Cayman Islands Tel:+1 (345) 945 3901 Fax: +1 (345) 945 3902 conyersdill.com BERMUDA BRITISH VIRGIN ISLANDS DAYAMAN ISLANDS DUBAI HONG KONG LONDON MAURITIUS SINGAPORE 21 August 2013 Montage Technology Group Limited Room A1601, Technology Building 900 Yi Shan Road Xuhui District Shanghai, 200233 People’s Republic of China Mattel No. 877864 Doc Ref: AC/al/3321222v2 Dear Sirs, Re: Montage Technology Group Limited (the “Company”) We have acted as special legal counsel in the Cayman. Islands to the Company in connection with a registration statement on form S-l initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on 21 August 2013 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of ordinary shares, par value US$0.005 each (the “Ordinary Shares”) of the Company. For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have also reviewed the amended and restated memorandum of association and the articles of association of the Company adopted on 17 September 2009, the amended and restated memorandum of association and articles of association conditionally adopted by the Company on 13 August 2013 and to become effective immediately prior to the consummation of the offering of Ordinary Shares, copies of resolutions of the board of directors of the Company dated 5 April 2013, minutes of the meeting of the board of directors of the Company dated 13 August 2013 and minutes of an extraordinary general meeting of the Company dated 13 August 2013 (together, the “Minutes”), a copy of a certificate of good standing dated 20 August 2013 (the

1 of 3

“Certificate Date”) issued by the Cayman Islands Registrar of Companies and such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below. We have assumed (a) the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken, (b) that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention, (c) the accuracy and completeness of all factual representations made in the Registration Statement and other documents reviewed by us, (d) that the resolutions contained in the Minutes were passed at one or more duly convened, constituted and quorate meetings, or by unanimous written resolutions, remain in full force and effect and have not been rescinded or amended, (e) that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein, (f) that upon issue of any shares to be sold by the Company the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value thereof, (g) the validity and binding effect under the laws of the United States of America of the Registration Statement and that the Registration Statement will be duly filed with the Commission, and (h) that the Prospectus contained in the Registration Statement, when declared effective by the Commission will be in substantially the same form as that examined by us for purposes of this opinion. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and the offering of the Ordinary Shares by the Company and is not to be relied upon in respect of any other matter. On the basis of and subject to the foregoing, we are of the opinion that: 1. As at the Certificate Date, the Company is duly incorporated and existing under the laws of the Cayman Islands in good standing (meaning solely that it has not failed to make any filing with any the Cayman Islands government authority or to pay any Cayman Islands government fees or tax which would make it liable to be struck off

2 of 3

the Register of Companies and thereby cease to exist under the laws of the Cayman Islands). 2. When issued and paid for as contemplated by the Registration Statement, the Ordinary Shares will be validly issued, fully paid and non-assessable (which term means when used herein that no further sums are required to be paid by the holders thereof in connection with the issue of such shares). We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to our firm under the captions “Enforceability of Civil Liabilities”, “Taxation - Cayman Islands Taxation” and “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder. Yours faithfully, Conyers Dill & Pearman (Cayman) Limited

3 of 3

EX-8.1

Exhibit 8.1

EX-8.1 OPINION OF O’MELVENY & MEYERS LLP

August 21, 2013

Montage Technology Group Limited

Room A1601, Technology Building, 900 Yi Shan Road

Xuhui District, Shanghai, 200233

People’s Republic of China

Re: Ordinary Shares of Montage Technology Group Limited (the “Company”)

Ladies and Gentlemen:

We have acted as counsel to the Company, a Cayman Islands company, in connection with the filing of a Registration Statement on Form S-1 (the “S-1 Registration Statement”) with the Securities and Exchange Commission on August 21, 2013 (File No. 333-            ), for registration under the Securities Act of 1933, as amended (the “Act”), of ordinary shares of the Company, par value US$0.005 per share, in an initial public offering. You have requested our opinion concerning statements in the “Taxation — United States Federal Income Taxation” section of the S-1 Registration Statement.

In our capacity as counsel to the Company, we have examined originals or copies of those corporate and other documents we considered appropriate, including the S-1 Registration Statement and the forms of agreements attached as exhibits thereto and such other records, documents, certificates or other instruments, and other written factual representations provided by the Company for us to rely on, as in our judgment were necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies. We have also assumed that the transactions described in the S-1 Registration Statement and the forms of agreements attached as exhibits thereto will be performed in the manner described therein. We have not made an independent investigation of documents submitted or facts represented to us.

On the basis of the foregoing and our consideration of those questions of law we considered relevant, and subject to the limitations, qualifications, and assumptions set forth in this opinion, we confirm that the discussion in the “Taxation — United States Federal Income Taxation” section of the S-1 Registration Statement, to the extent that it constitutes matters of U.S. federal income tax law or legal conclusions relating to the U.S. federal income tax laws of the United States and subject to the qualifications therein, represents our opinion.

Our opinion is based on the existing provisions of the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder (both final and proposed) and other applicable authorities in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect. We express no opinion with respect to other U.S. federal laws, the laws of any state, the laws of any foreign country or any other jurisdiction or as to any matters of municipal law or the laws of any other local agencies within any state. No opinion is expressed as to any matter not discussed herein. Our opinion is rendered to the Company as of the date of this letter and we undertake no obligation to update it subsequent to the date of this letter. Any changes or differences in the facts from those disclosed in the S-1 Registration Statement will affect our opinion.

August 21, 2013 - Page 2

The above opinion is provided to the Company for the Company’s use in connection with the transactions that are the subject of the “Taxation — United States Federal Income Taxation” section of the S-1 Registration Statement.

We consent to the Company’s use of this opinion as an Exhibit to the S-1 Registration Statement, to the Company’s reference to our name in the “Taxation” and “Legal Matters” sections of the S-1 Registration Statement and to the discussion of this opinion in the prospectus included in the S-1 Registration Statement. In giving such consent, we do not thereby concede that we are within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Respectfully submitted,

/s/ O’Melveny & Myers LLP

EX-8.2

Exhibit 8.2

Conyers Dill& Pearman (Cayman) Limited Cricket Square PO Box 2681 Grand Cayman KY1-1111 Cayman Islands TeL: +1 (345) 945 3901 Fax: +1 (345) 945 3902 conyersdill.com BERMUDA BRITISH VIRGIN ISLANDS CATMAN ISLANDS DUBAI HONG KONG LONDON MAURITIUS SINGAPORE 21 August 2013 Montage Technology Group Limited Room A1601, Technology Building 900 Yi Shan Road Xuhui District Shanghai, 200233 People’s Republic of China Matter No. 877864 Doc Ref: AC/al/3320850v2 Dear Sirs, Re: Montage Technology Group Limited (the “Company”) We have acted as special legal counsel in the Cayman Islands to the Company in connection with a registration statement on form S-l to be filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about 21 August 2013 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended, (the “Securities Act”) of ordinary shares, par value US$0.005 each (the “Ordinary Shares”) of the Company. For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the Registration Statement; and (ii) a draft of the prospectus (the “Prospectus”) contained in the Registration Statement which is in substantially final form. We have also reviewed and relied upon (1) the amended and restated memorandum of association and articles of association of the Company adopted on 17 September 2009, (2) the amended and restated memorandum of association and articles of association of the Company conditionally adopted by the Company on 13 August 2013 and to become effective immediately prior to the consummation of the offering of the Ordinary Shares, and (3) such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

Page 1 of 2

We have assumed (a) the genuineness and authenticity of all signatures, stamps and seals and the conformity to the originals of all copies of documents (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken; (b) the accuracy and completeness of all factual representations made in the Prospectus and Registration Statement reviewed by us; (c) the validity and binding effect under the laws of the United States of America of the Registration Statement and the Prospectus and that the Registration Statement will be duly filed with or declared effective by the Commission; and (d) that the Prospectus, when published, will be in substantially the same form as that examined by us for purposes of this opinion. We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. On the basis of and subject to the foregoing, we are of the opinion that the statements under the caption “Taxation - Cayman Islands Taxation” in the Prospectus forming part of the Registration Statement, to the extent that they constitute statements of Cayman Islands law, are accurate in all material respects and that such statements constitute our opinion. We hereby consent to the use of this opinion in, and the filing hereof as an exhibit to, the Registration Statement and further consent to the reference of our name in the Prospectus forming part of the Registration Statement. In giving this consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder. Yours faithfully, Conyers Dill & Pearman (Cayman) Limited Conyers Dill & Pearman Page 2 of 2 conyersdill.com

Page 2 of 2

EX-8.3

Exhibit 8.3

Commerce & Finance Law Offices

1506 Kerry Center, 1515 Nanjing West Road,

Shanghai PRC; Postcode: 200040,

Tel: 8621- 52986877 Fax: 8621- 52986878

Website: www.tongshang.com.cn

August 21, 2013

Montage Technology Group Limited

Room A1601, Technology Building

900 Yi Shan Road, Xuhui District

Shanghai, 200233

People’s Republic of China

Dear Sir/Madam,

1. We are qualified lawyers of the People’s Republic of China (the “PRC”) and are qualified to issue opinions on the laws and regulations of the PRC. For the purpose of this legal opinion (this “Opinion”), the PRC does not include the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

2. We have acted as legal counsel as to the laws of the People’s Republic of China to Montage Technology Group Limited (the “Company”) in connection with (A) the Company’s registration statement on Form S-1 including all amendments or supplements thereto (the “Registration Statement”) filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to the initial public offering of the Company’s ordinary shares, and (B) the proposed listing and trading of the Company’s ordinary shares on the NASDAQ Global Select Market.

3. In rendering this Opinion, we have examined the originals or copies certified or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, certificates issued by governmental authorities in the PRC and officers of the Company and other instruments as we have deemed necessary or advisable for the purposes of rendering this Opinion.

4. In rendering this Opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with authentic original documents submitted to us as copies and the completeness of the documents provided to us. We have also assumed that no amendments, revisions, modifications or other changes have been made with respect to any of the documents after they were submitted to us for purposes of this Opinion. We have further assumed the accuracy and completeness of all factual statements in the documents.

5. Based on the foregoing, and subject to the qualifications, assumptions and limitations stated herein and in the Registration Statement, we hereby confirm to you that the discussion set forth under the section headed “Taxation—People’s Republic of China Taxation” in the Registration Statement, insofar as such statements describe PRC tax law, are accurate in all material respects and that such statements constitute our Opinions.

This Opinion is limited to PRC Laws of general application as of the date of this Opinion and is given on the basis that it will be governed by, and construed in accordance with, PRC Laws. We have made no investigation of, and do not express or imply any views on, the laws of any country other than the PRC.

PRC Laws referred to herein are laws currently in force as of the date of the Opinion and there is no guarantee that any of such PRC Laws will not be changed, amended or revoked in the immediate future or in the longer term with or without retrospective effect.

We hereby consent to the use of this Opinion in, the filing hereof as an exhibit to, and the reference of our name under the section headed “Taxation” in, the Registration Statement. In giving such consent, we do not thereby admit that we fall within the category of the person whose consent is required under Section 7 of the Securities Act or the regulations promulgated thereunder.

Yours sincerely,

/S/ Commerce & Finance Law Offices

Commerce & Finance Law Offices

EX-10.1

Exhibit 10.1

MONTAGE TECHNOLOGY GROUP LIMITED

2006 SHARE INCENTIVE PLAN

TABLE OF CONTENTS

			Page
1.	PURPOSE OF THE PLAN			1
2.	ADMINISTRATION			1
	2.1	Administrator		1
	2.2	Plan Awards; Interpretation; Powers of Administrator		2
	2.3	Binding Determinations		3
	2.4	Reliance on Experts		3
	2.5	Delegation		3
3.	ELIGIBILITY			3
4.	SHARES SUBJECT TO THE PLAN			4
	4.1	Shares Available		4
	4.2	Share Limits		4
	4.3	Replenishment and Reissue of Unvested Awards		4
	4.4	Reservation of Shares		5
5.	OPTION GRANT PROGRAM			5
	5.1	Option Grants in General		5
	5.2	Types of Options		6
	5.3	Option Price		6
	5.4	Vesting; Term; Exercise Procedure		8
	5.5	Limitations on Grant and Terms of Incentive Stock Options		9
	5.6	Limits on 10% Holders		10
	5.7	Effects of Termination of Employment on Options		10
	5.8	Option Repricing/Cancellation and Regrant/Waiver of Restrictions		11
	5.9	Early Exercise Options		12
6.	SHARE AWARD PROGRAM			12
	6.1	Share Awards in General		12
	6.2	Types of Share Awards		12
	6.3	Purchase Price		12
	6.4	Vesting		13
	6.5	Term		13
	6.6	Share Certificates; Fractional Shares		13

-i-

TABLE OF CONTENTS

(continued)

			Page
	6.7	Dividend and Voting Rights		14
	6.8	Termination of Employment; Return to the Company		14
	6.9	Waiver of Restrictions		14
7.	PROVISIONS APPLICABLE TO ALL AWARDS			14
	7.1	Rights of Eligible Persons, Participants and Beneficiaries		14
	7.2	No Transferability; Limited Exception to Transfer Restrictions		15
	7.3	Adjustments; Changes in Control		17
	7.4	Termination of Employment or Services		21
	7.5	Compliance with Laws		22
	7.6	Tax Withholding		24
	7.7	Plan and Award Amendments, Termination and Suspension		25
	7.8	Privileges of Share Ownership		26
	7.9	Share-Based Awards in Substitution for Awards Granted by Other Company		26
	7.10	Effective Date of the Plan		26
	7.11	Term of the Plan		26
	7.12	Governing Law/Severability		26
	7.13	Captions		27
	7.14	Non-Exclusivity of Plan		27
	7.15	No Restriction on Corporate Powers		27
	7.16	Other Company Compensation or Benefit Programs		27
8.	DEFINITIONS			27

-ii-

MONTAGE TECHNOLOGY GROUP LIMITED

2006 SHARE INCENTIVE PLAN

PREFACE

This Plan is divided into two separate equity programs: (1) the option grant program set forth in Section 5 under which Eligible Persons (as defined in Section 3) may, at the discretion of the Administrator, be granted Options, and (2) the share award program set forth in Section 6 under which Eligible Persons may, at the discretion of the Administrator, be awarded restricted or unrestricted Ordinary Shares. Section 2 of this Plan contains the general rules regarding the administration of this Plan. Section 3 sets forth the requirements for eligibility to receive an Award grant under this Plan. Section 4 describes the authorized shares of the Company that may be subject to Awards granted under this Plan. Section 7 contains other provisions applicable to all Awards granted under this Plan. Section 8 provides definitions for certain capitalized terms used in this Plan and not otherwise defined herein.

1. PURPOSE OF THE PLAN.

The purpose of this Plan is to promote the success of the Company and the interests of its shareholders by providing a means through which the Company may grant equity-based incentives to attract, motivate, retain and reward certain officers, employees, directors and other eligible persons and to further link the interests of Award recipients with those of the Company’s shareholders generally.

2. ADMINISTRATION.

2.1 Administrator. This Plan shall be administered by and all Awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by the Companies Law (2004 Revision) of the Cayman Islands and any other applicable law, to one or more officers of the Company, its powers under this Plan (a) to designate the officers and employees of the Company and its Affiliates who will receive grants of Awards under this Plan and (b) to determine the number of shares subject to, and the other terms and conditions of, such Awards. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the Memorandum and Articles of Association of the Company (as amended) or the applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.

1

2.2 Plan Awards; Interpretation; Powers of Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things it deems necessary or desirable in connection with the authorization of Awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:

(a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive Awards;

(b) grant Awards to Eligible Persons, determine the price and number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of Awards consistent with the express limits of this Plan, establish the installments (if any) in which such Awards will become exercisable or will vest (which may include, without limitation, performance and/or time-based schedules) or determine that no delayed exercisability or vesting is required, establish any applicable performance targets and establish the events of termination or reversion of such Awards;

(c) approve the forms of Award Agreements, which need not be identical either as to type of Award or among Participants;

(d) construe and interpret this Plan and any Award Agreement or other agreements defining the rights and obligations of the Company, its Affiliates and Participants under this Plan, make factual determinations with respect to the administration of this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the Awards;

(e) cancel, modify or waive the Company’s rights with respect to, or modify, discontinue, suspend or terminate any or all outstanding Awards, subject to any required consent under Section 7.7.4;

(f) accelerate or extend the vesting or exercisability or extend the term of any or all outstanding Awards (within the maximum ten-year term of Awards under Sections 5.4.2 and 6.5) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature);

(g) determine Fair Market Value for purposes of this Plan and Awards;

(h) determine the duration and purposes of leaves of absence that may be granted to Participants without constituting a termination of their employment for purposes of this Plan;

2

(i) determine whether, and the extent to which, adjustments are required pursuant to Section 7.3 hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7.3; and

(j) implement any procedures or steps or additional or different requirements as may be necessary to comply with any relevant laws of the People’s Republic of China (the “PRC”) that may be applicable to this Plan, any Award pursuant to this Plan or any related documents, including but not limited to foreign exchange laws, tax laws and securities law of the PRC.

2.3 Binding Determinations. Any action taken by, or inaction of, the Company, any Affiliate, the Board or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor the Administrator, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in com1ection with this Plan (or any Award), and all such persons shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.

2.4 Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator or the Board, as the case may be, may obtain and may rely upon the advice of experts, including employees of and professional advisors to the Company. No director, officer or agent of the Company or any of its Affiliates shall be liable for any such action or detem1ination taken or made or omitted in good faith.

2.5 Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company or any of its Affiliates or to third parties.

3. ELIGIBILITY.

Awards may be granted under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible Person” means any person who qualifies as one of the following at the time of grant of the respective Award:

(a) an officer (whether or not a director) or employee of the Company or any of its Affiliates;

(b) any member of the Board; or

3

(c) any director of one of the Company’s Affiliates, or any individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its Affiliates, as applicable, in a capital raising transaction or as a market maker or promoter of that entity’s securities) to the Company or one of its Affiliates.

An advisor or consultant may be selected as an Eligible Person pursuant to clause (c) above only if such person’s participation in this Plan would not adversely affect (1) the Company’s eligibility to rely on an exemption from registration under the Securities Act for the offering of shares issuable under this Plan by the Company, such as under Rule 701, or (2) the Company’s compliance with any other applicable laws.

An Eligible Person may, but need not, be granted one or more Awards pursuant to Section 5 and/or one or more Awards pursuant to Section 6. An Eligible Person who has been granted an Award under this Plan may, if otherwise eligible, be granted additional Awards under this Plan if the Administrator so determines. However, a person’s status as an Eligible Person is not a commitment that any Award will be granted to that person under this Plan. Furthermore, an Eligible Person who has been granted an Award under Section 5 is not necessarily entitled to an Award under Section 6, or vice versa, unless otherwise expressly determined by the Administrator.

Each Award granted under this Plan must be approved by the Administrator at or prior to the grant of the Award.

4. SHARES SUBJECT TO THE PLAN.

4.1 Shares Available. Subject to the provisions of Section 7.3.1, the shares that may be delivered under this Plan will be the Company’s authorized but unissued Ordinary Shares. The Ordinary Shares issued and delivered may be issued and delivered for any lawful consideration.

4.2 Share Limits. Subject to the provisions of Section 7.3.1 and further subject to the share counting rules of Section 4.3, the maximum number of Ordinary Shares that may be delivered pursuant to Awards granted under this Plan will not exceed Eleven Million Six Hundred Forty Thousand (11,640,000) shares (the “Share Limit”) in the aggregate.^* As required under U.S. Treasury Regulation Section 1.422-2(b)(3)(i), in no event will the number of Ordinary Shares that may be delivered pursuant to Incentive Stock Options granted under this Plan exceed the Share Limit.

4.3 Replenishment and Reissue of Unvested Awards. To the extent that an Award is settled in cash or a form other than Ordinary Shares, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the shares available for issuance under this Plan. No Award may

^*  Award grants (including the number of shares subject to Awards granted) must be structured to satisfy the requirements of Rule 701 promulgated under the Securities Act and applicable “blue sky” laws.

4

be granted under this Plan unless, on the date of grant, the sum of (a) the maximum number of Ordinary Shares issuable at any time pursuant to such Award, plus (b) the number of Ordinary Shares that have previously been issued pursuant to Awards granted under this Plan, plus (c) the maximum number of Ordinary Shares that may be issued at any time after such date of grant pursuant to Awards that are outstanding on such date, does not exceed the Share Limit. Notwithstanding the foregoing, Ordinary Shares that are subject to or underlie Options granted under this Plan that expire or for any reason are canceled or terminated without having been exercised (or Ordinary Shares subject to or underlying the unexercised portion of such Options in the case of Options that were partially exercised), as well as Ordinary Shares that are subject to Share Awards made under this Plan that are forfeited to the Company or otherwise repurchased by the Company prior to the vesting of such shares for a price not greater than the original purchase or issue price of such shares (as adjusted pursuant to Section 7.3.1) will again, except to the extent prohibited by law or applicable listing or regulatory requirements (and subject to any applicable limitations of the Code in the case of Awards intended to be Incentive Stock Options), be available for subsequent Award grants under this Plan. Shares that are exchanged by a Participant or withheld by the Company as full or partial payment in connection with any Award under this Plan, as well as any shares exchanged by a Participant or withheld by the Company or one of its Affiliates to satisfy the tax withholding obligations related to any Award, shall be available for subsequent awards under this Plan.

4.4 Reservation of Shares. The Company shall at all times reserve a number of Ordinary Shares sufficient to cover the Company’s obligations and contingent obligations to deliver shares with respect to Awards then outstanding under this Plan.

5. OPTION GRANT PROGRAM.

5.1 Option Grants in General. Each Option shall be evidenced by an Award Agreement in the form approved by the Administrator. The Award Agreement evidencing an Option shall contain the terms established by the Administrator for that Option, as well as any other terms, provisions or restrictions that the Administrator may impose on the Option or any Ordinary Shares subject to the Option; in each case subject to the applicable provisions and limitations of this Section 5 and the other applicable provisions and limitations of this Plan. The Administrator may require that the recipient of an Option promptly execute and return to the Company his or her Award Agreement evidencing the Option. In addition, the Administrator may require that the spouse of any married recipient of an Option also promptly execute and return to the Company the Award Agreement evidencing the Option granted to the recipient or such other spousal consent form that the Administrator may require in connection with the grant of the Option.

5

5.2 Types of Options. The Administrator will designate each Option granted under this Plan to a U.S. resident as either an Incentive Stock Option or a Nonqualified Option, and such designation shall be set forth in the applicable Award Agreement. Any Option granted under this Plan to a U.S. resident that is not expressly designated in the applicable Award Agreement as an Incentive Stock Option will be deemed to be designated a Nonqualified Option under this Plan and not an “incentive stock option” within the meaning of Section 422 of the Code. Incentive Stock Options shall be subject to the provisions of Section 5.5 in addition to the provisions of this Plan applicable to Options generally. The Administrator may, in its discretion, designate any Option as an Early Exercise Option pursuant to Section 5.9. Notwithstanding the above provision of this Section 5.2, the Administrator may designate any Option granted under this Plan to a non-U.S. resident in accordance with the rules and regulations applicable to options in the jurisdiction in which such person is a resident. The Administrator may, in its discretion, designate any Option as an Early Exercise Option pursuant to Section 5.9.

5.3 Option Price.

5.3.1 Pricing Limits. Subject to the following provisions of this Section 5.3.1, the Administrator will determine the purchase price per share of the Ordinary Shares covered by each Option (the “exercise price” of the Option) at the time of the grant of the Option, which exercise price will be set forth in the applicable Award Agreement. In no case will the exercise price of an Option be less than the greater of:

(a) the par value of the Ordinary Shares;

(b) in the case of an Incentive Stock Option and subject to clause (c) below, or as otherwise required by applicable law, 100% of the Fair Market Value of the Ordinary Shares on the date of grant; or

(c) in the case of an Incentive Stock Option granted to a Participant described in Section 5.6, 110% of the Fair Market Value of the Ordinary Shares on the date of grant.

5.3.2 Payment Provisions. The Company will not be obligated to deliver certificates for the Ordinary Shares to be purchased on exercise of an Option unless and until it receives full payment of the exercise price therefor, all related withholding obligations under Section 7.6 have been satisfied and all other conditions to the exercise of the Option set forth herein or in the Award Agreement have been satisfied. The purchase price of any Ordinary Shares purchased on exercise of an Option must be paid in full at the time of each purchase in such lawful consideration as may be permitted or required by the Administrator, which may include, without limitation, one or a combination of the following methods:

(a) cash, check payable to the order of the Company or electronic funds transfer;

6

(b) notice and third party payment in such manner as may be authorized by the Administrator;

(c) the delivery of previously owned Ordinary Shares;

(d) by a reduction in the number of Ordinary Shares otherwise deliverable pursuant to the Award;

(e) subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise;” or

(f) if authorized by the Administrator or specified in the applicable Award Agreement, by a promissory note of the Participant consistent with the requirements of Section 5.3.3.

In no event shall any shares newly-issued by the Company be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable law. In the event that the Administrator allows a Participant to exercise an Award by delivering Ordinary Shares previously owned by such Participant and unless otherwise expressly provided by the Administrator, any shares delivered which were initially acquired by the Participant from the Company (upon exercise of an option or otherwise) must have been owned by the Participant for at least six months as of the date of delivery or such other period, if any, as the Administrator prescribes based on accounting or other applicable rules then in effect. Ordinary Shares used to satisfy the exercise price of an Option (whether previously-owned shares or shares otherwise deliverable pursuant to the terms of the Option) shall be valued at their Fair Market Value on the date of exercise. Unless otherwise expressly provided in the applicable Award Agreement, the Administrator may eliminate or limit a Participant’s ability to pay the purchase or exercise price of any Award by any method other than cash payment to the Company. The Administrator may take all actions necessary to alter the method of Option exercise and the exchange and transmittal of proceeds with respect to Participants resident in the People’s Republic of China (the “PRC”) not having permanent residence in a country other than the PRC in order to comply with applicable PRC foreign exchange and tax regulations and any other applicable PRC laws and regulations.

7

5.3.3 Acceptance of Notes to Finance Exercise. The Company may, with the Administrator’s approval in each specific case, accept one or more promissory notes from any Eligible Person in connection with the exercise of any Option; provided that any such note shall be subject to the following terms and conditions:

(a) The principal of the note shall not exceed the amount required to be paid to the Company upon the exercise, purchase or acquisition of one or more Awards under this Plan and the note shall be delivered directly to the Company in consideration of such exercise, purchase or acquisition.

(b) The initial term of the note shall be determined by the Administrator; provided that the term of the note, including extensions, shall not exceed a period of five years.

(c) The note shall provide for full recourse to the Participant and shall bear interest at a rate determined by the Administrator, but not less than the interest rate necessary to avoid the imputation of interest under the Code and to avoid any adverse accounting consequences in connection with the exercise, purchase or acquisition.

(d) If the employment or services of the Participant by or to the Company and its Affiliates terminates, the unpaid principal balance of the note shall become due and payable on the 30th business day after such termination; provided, however, that if a sale of the shares acquired on exercise of the Option would cause such Participant to incur liability under Section 16(b) of the Exchange Act, the unpaid balance shall become due and payable on the 10th business day after the first day on which a sale of such shares could have been made without incurring such liability assuming for these purposes that there are no other transactions (or deemed transactions) in securities of the Company by the Participant subsequent to such termination.

(e) If required by the Administrator or by applicable law, the note shall be secured by a pledge of any shares or rights financed thereby or other collateral, in compliance with applicable law.

The terms, repayment provisions and collateral release provisions of the note and the pledge securing the note shall conform with all applicable rules and regulations, including those of the Federal Reserve Board of the United States and any applicable law, as then in effect.

5.4 Vesting; Term; Exercise Procedure.

5.4.1 Vesting. Except as provided in Section 5.9, an Option may be exercised only to the extent that it is vested and exercisable. The Administrator will determine the vesting and/or exercisability provisions of each Option (which may be based on performance criteria, passage of time or other factors or any combination thereof), which provisions will be set forth in

8

the applicable Award Agreement. Unless the Administrator otherwise expressly provides, once exercisable an Option will remain exercisable until the expiration or earlier termination of the Option. To the extent required to satisfy applicable securities laws and subject to Section 5.7, no Option (except an Option granted to an officer, director, or consultant of the Company or any of its Affiliates) shall vest and become exercisable at a rate of less than 20% per year over five years after the date the Option is granted.

5.4.2 Term. Each Option shall expire not more than ten (10) years after its date of grant. Each Option will be subject to earlier termination as provided in or pursuant to Sections 5.7 and 7.3. Any payment of cash or delivery of shares in payment of or pursuant to an Option may be delayed until a future date if specifically authorized by the Administrator in writing and by the Participant.

5.4.3 Exercise Procedure. Any exercisable Option will be deemed to be exercised when the Company receives written notice of such exercise from the Participant (on a form and in such manner as may be required by the Administrator), together with any required payment made in accordance with Section 5.3 and Section 7.6 and any written statement required pursuant to Section 7.5.1.

5.4.4 Fractional Shares/Minimum Issue. Fractional share interests will be disregarded, but may be accumulated. The Administrator, however, may determine that cash, other securities or other property will be paid or transferred in lieu of any fractional share interests. No fewer than one hundred (100) shares (subject to adjustment pursuant to Section 7.3.1) may be purchased on exercise of any Option at one time unless the number purchased is the total number at the time available for purchase under the Option.

5.5 Limitations on Grant and Terms of Incentive Stock Options.

5.5.1 U.S. $100,000 Limit. To the extent that the aggregate Fair Market Value of shares with respect to which incentive stock options first become exercisable by a Participant in any calendar year exceeds U.S. $100,000, taking into account both Ordinary Shares subject to Incentive Stock Options under this Plan and shares subject to incentive stock options under all other plans of the Company or any of its Affiliates, such options will be treated as nonqualified options. For this purpose, the Fair Market Value of the shares subject to options will be determined as of the date the options were awarded. In reducing the number of options treated as incentive stock options to meet the U.S. $100,000 limit, the most recently granted options will be reduced (recharacterized as nonqualified options) first. To the extent a reduction of simultaneously granted options is necessary to meet the U.S. $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which Ordinary Shares are to be treated as shares acquired pursuant to the exercise of an incentive stock option.

9

5.5.2 Other Code Limits. Incentive Stock Options may only be granted to individuals that are employees of the Company or one of its Affiliates and satisfy the other eligibility requirements of the Code. Any Award Agreement relating to Incentive Stock Options will contain or shall be deemed to contain such other terms and conditions as from time to time are required in order that the Option be an “incentive stock option” as that term is defined in Section 422 of the Code.

5.5.3 ISO Notice of Sale Requirement. Any Participant who exercises an Incentive Stock Option shall give prompt written notice to the Company of any sale or other transfer of the Ordinary Shares acquired on such exercise if the sale or other transfer occurs within (a) one year after the exercise date of the Option or (b) two years after the grant date of the Option.

5.6 Limits on 10% Holders. No Incentive Stock Option may be granted to any person who, at the time the Incentive Stock Option is granted, owns (or is deemed to own under Section 424(d) of the Code) outstanding shares of the Company (or any of its Affiliates) possessing more than 10% of the total combined voting power of all classes of shares of the Company (or any of its Affiliates), unless the exercise price of such Incentive Stock Option is at least 110% of the Fair Market Value of the shares subject to the Incentive Stock Option and such Incentive Stock Option by its terms is not exercisable after the expiration of five years from the date such Incentive Stock Option is granted.

5.7 Effects of Termination of Employment on Options.

5.7.1 Dismissal for Cause. Unless otherwise provided in the Award Agreement and subject to earlier termination pursuant to or as contemplated by Sections 5.4.2 or 7.3, if a Participant’s employment by or service to the Company or any of its Affiliates is terminated by such entity for Cause, the Participant’s Option will terminate on the Participant’s Severance Date, whether or not the Option is then vested and/or exercisable.

5.7.2 Death or Disability. Unless otherwise provided in the Award Agreement (consistent with applicable securities laws) and subject to earlier termination pursuant to or as contemplated by Sections 5.4.2 or 7.3, if a Participant’s employment by or service to the Company or any of its Affiliates terminates as a result of the Participant’s death or Total Disability:

10

(a) the Participant (or his or her Personal Representative or Beneficiary, in the case of the Participant’s Total Disability or death, respectively), will have until the date that is twelve (12) months after the Participant’s Severance Date to exercise the Participant’s Option (or portion thereof) to the extent that it was vested and exercisable on the Severance Date;

(b) the Option, to the extent not vested and exercisable on the Participant’s Severance Date, shall terminate on the Severance Date; and

(c) the Option, to the extent exercisable for the twelve (12)-month period following the Participant’s Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the twelve (12)-month period.

5.7.3 Other Terminations of Employment. Unless otherwise provided in the Award Agreement (consistent with applicable securities laws) and subject to earlier termination pursuant to or as contemplated by Sections 5.4.2 or 7.3, if a Participant’s employment by or service to the Company or any of its Affiliates terminates for any reason other than a termination by such entity for Cause or because of the Participant’s death or Total Disability:

(a) the Participant will have until the date that is ninety (90) days after the Participant’s Severance Date to exercise his or her Option (or portion thereof) to the extent that it was vested and exercisable on the Severance Date;

(b) the Option, to the extent not vested and exercisable on the Participant’s Severance Date, shall terminate on the Severance Date; and

(c) the Option, to the extent exercisable for the ninety (90)-day period following the Participant’s Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the ninety (90)-day period.

5.8 Option Repricing/Cancellation and Regrant/Waiver of Restrictions. Subject to Section 4 and Section 7.7 and the specific limitations on Options contained in this Plan, the Administrator from time to time may authorize, generally or in specific cases only, for the benefit of any Eligible Person, any adjustment in the exercise price, the vesting schedule, the number of shares subject to, or the term of, an Option granted under this Plan by cancellation of an outstanding Option and a subsequent regranting of the Option, by amendment, by substitution of an outstanding Option, by waiver or by other legally valid means. Such amendment or other action may result in, among other changes, an exercise price that is higher or lower than the exercise price of the original or prior Option, provide for a greater or lesser number of Ordinary Shares subject to the Option, or provide for a longer or shorter vesting or exercise period.

11

5.9 Early Exercise Options. The Administrator may, in its discretion, designate any Option as an Early Exercise Option which, by express provision in the applicable Award Agreement, may be exercised prior to the date such Option has vested. If the Participant elects to exercise all or a portion of an Early Exercise Option before it is vested, the Ordinary Shares acquired under the Option which are attributable to the unvested portion of the Option shall be Restricted Shares. The applicable Award Agreement will specify the extent (if any) to which and the time (if ever) at which the Participant will be entitled to dividends, voting and other rights in respect of such Restricted Shares prior to vesting, and the restrictions imposed on such shares and the conditions of release or lapse of such restrictions. Unless otherwise expressly provided in the applicable Award Agreement, such Restricted Shares shall be subject to the provisions of Sections 6.6 through 6.9, below.

6. SHARE AWARD PROGRAM.

6.1 Share Awards in General. Each Share Award shall be evidenced by an Award Agreement in the form approved by the Administrator. The Award Agreement evidencing a Share Award shall contain the terms established by the Administrator for that Share Award, as well as any other terms, provisions or restrictions that the Administrator may impose on the Share Award; in each case subject to the applicable provisions and limitations of this Section 6 and the other applicable provisions and limitations of this Plan. The Administrator may require that the recipient of a Share Award promptly execute and return to the Company his or her Award Agreement evidencing the Share Award. In addition, the Administrator may require that the spouse of any married recipient of a Share Award also promptly execute and return to the Company the Award Agreement evidencing the Share Award granted to the recipient or such other spousal consent form that the Administrator may require in connection with the grant of the Share Award.

6.2 Types of Share Awards. The Administrator shall designate whether a Share Award shall be a Restricted Share Award, and such designation shall be set forth in the applicable Award Agreement.

6.3 Purchase Price.

6.3.1 Pricing Limits. Subject to the following provisions of this Section 6.3, the Administrator will determine the purchase price per share of the Ordinary Shares covered by each Share Award at the time of grant of the Award. In no case will such purchase price be less than the greater of:

(a) the par value of the Ordinary Shares;

(b) eighty five percent (85%) of the Fair Market Value of the Ordinary Shares on the date of grant or at the time the purchase is consummated; or

12

(c) one hundred percent (100%) of the Fair Market Value of the Ordinary Shares on the date of grant, or at the time the purchase is consummated, in the case of any person who owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company or one of its Affiliates.

6.3.2 Payment Provisions. The Company will not be obligated to record in the Company’s register of members, or issue certificates evidencing, Ordinary Shares awarded under this Section 6 unless and until it receives full payment of the purchase price therefor and all other conditions to the purchase, as determined by the Administrator, have been satisfied, at which point the relevant shares shall be issued and noted in the Company’s register of members. The purchase price of any shares subject to a Share Award must be paid in full at the time of the purchase in such lawful consideration as may be permitted or required by the Administrator, which may include, without limitation, one or a combination of the methods set forth in clauses (a) through (f) in Section 5.3.2 and/or past services rendered to the Company or any of its Affiliates.

6.4 Vesting. The restrictions imposed on the Ordinary Shares subject to a Restricted Share Award (which may be based on performance criteria, passage of time or other factors or any combination thereof) will be set forth in the applicable Award Agreement. To the extent required to satisfy applicable securities laws, the restrictions imposed on the Ordinary Shares subject to a Restricted Share Award (other than an Award granted to an officer, director or consultant of the Company or any of its Affiliates, which may include more restrictive provisions) shall lapse as to such shares, subject to Section 6.8, at a rate of at least twenty percent (20%) of the shares subject to the Award per year over the five years after the date the Award is granted.

6.5 Term. A Share Award shall either vest or be forfeited or terminated by the Company not more than ten (10) years after the date of grant. Each Share Award will be subject to earlier forfeiture or termination as provided in or pursuant to Sections 6.8 and 7.3. Any payment of cash or delivery of shares in payment for a Share Award may be delayed until a future date if specifically authorized by the Administrator in writing and by the Participant.

6.6 Share Certificates; Fractional Shares. Share certificates evidencing Restricted Shares will bear a legend making appropriate reference to the restrictions imposed hereunder and will be held by the Company or by a third party designated by the Administrator until the restrictions on such shares have lapsed, the shares have vested in accordance with the provisions of the Award Agreement and Section 6.4 and any related loan has been repaid. Fractional share interests will be disregarded, but may be accumulated. The Administrator, however, may determine that cash, other securities or other property will be paid or transferred in lieu of any fractional share interests.

13

6.7 Dividend and Voting Rights. Unless otherwise provided in the applicable Award Agreement, a Participant holding Restricted Shares will be entitled to cash dividend and voting rights for all Restricted Shares issued even though they are not vested, but such rights will terminate immediately as to any Restricted Shares which are repurchased, terminated or forfeited by the Company or cease to be eligible for vesting.

6.8 Termination of Employment; Return to the Company. Unless the Administrator otherwise expressly provides, Restricted Shares subject to an Award that remain subject to vesting conditions that have not been satisfied by the time specified in the applicable Award Agreement (which may include, without limitation, the Participant’s Severance Date), will not vest and will be reacquired by the Company in such manner and on such terms as the Administrator provides, which terms shall include return or repayment of the lower of (a) the Fair Market Value of the Restricted Shares at the time of the termination, or (b) the original purchase price of the Restricted Shares, without interest, to the Participant to the extent not prohibited by law. The Award Agreement shall specify any other terms or conditions of the repurchase if the Award fails to vest. Any other Share Award that has not been exercised as of a Participant’s Severance Date shall be forfeited or terminated on that date unless otherwise expressly provided by the Administrator in the applicable Award Agreement.

6.9 Waiver of Restrictions. Subject to Sections 4 and 7.7 and the specific limitations on Share Awards contained in this Plan, the Administrator from time to time may authorize, generally or in specific cases only, for the benefit of any Eligible Person, any adjustment in the vesting schedule, or the restrictions upon or the term of, a Share Award granted under this Plan by amendment, by substitution of an outstanding Share Award, by waiver or by other legally valid means.

7. PROVISIONS APPLICABLE TO ALL AWARDS.

7.1 Rights of Eligible Persons, Participants and Beneficiaries.

7.1.1 Employment Status. No person shall have any claim or rights to be granted an Award (or additional Awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

7.1.2 No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or related to any Award) shall confer upon any Eligible Person or Participant any right to continue in the employ or other service of the Company or any of its Affiliates, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way

14

with the right of the Company or any Affiliate to change such person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause at any time. Nothing in this Section 7.1.2, or in Sections 7.3 or 7.15, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract. An Award Agreement shall not constitute a contract of employment or service.

7.1.3 Plan Not Funded. Awards payable under this Plan will be payable in Ordinary Shares or from the general assets of the Company, and (except as to the share reservation provided in Section 4.4) no special or separate reserve, fund or deposit will be made to assure payment of such Awards. No Participant, Beneficiary or other person will have any right, title or interest in any fund or in any specific asset (including Ordinary Shares, except as expressly provided) of the Company or any of its Affiliates by reason of any Award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan will create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or any of its Affiliates and any Participant, Beneficiary or other person. To the extent that a Participant, Beneficiary or other person acquires a right to receive payment pursuant to any Award hereunder, such right will be no greater than the right of any unsecured general creditor of the Company.

7.1.4 Charter Documents. The Memorandum and Articles of Association of the Company, as may lawfully be amended from time to time, may provide for additional restrictions and limitations with respect to the Ordinary Shares (including additional restrictions and limitations on the voting or transfer of Ordinary Shares) or priorities, rights and preferences as to securities and interests prior in rights to the Ordinary Shares. To the extent that these restrictions and limitations are greater than those set forth in this Plan or any Award Agreement, such restrictions and limitations shall apply to any Ordinary Shares acquired pursuant to the exercise of Awards and are incorporated herein by this reference.

7.2 No Transferability; Limited Exception to Transfer Restrictions.

7.2.1 Limit on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 7.2, by applicable law and by the Award Agreement, as the same may be amended:

(a) all Awards are non-transferable and will not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge;

(b) Awards will be exercised only by the Participant; and

15

(c) amounts payable or shares issuable pursuant to an Award will be delivered only to (or for the account of), and, in the case of Ordinary Shares, registered in the name of, the Participant.

In addition, the shares shall be subject to the restrictions set forth in the applicable Award Agreement.

7.2.2 Further Exceptions to Limits On Transfer. The exercise and transfer restrictions in Section 7.2.1 will not apply to:

(a) transfers to the Company;

(b) transfers by gift or domestic relations order to one or more “family members” (as that term is defined in SEC Rule 701 promulgated under the Securities Act) of the Participant;

(c) the designation of a Beneficiary to receive benefits if the Participant dies or, if the Participant has died, transfers to or exercises by the Participant’s Beneficiary, or, in the absence of a validly designated Beneficiary, transfers by will or the laws of descent and distribution; or

(d) if the Participant has suffered a disability, permitted transfers or exercises on behalf of the Participant by the Participant’s duly authorized legal representative.

Notwithstanding anything else in this Section 7.2.2 to the contrary, but subject to compliance with all applicable laws, unless otherwise determined by the Administrator, Incentive Stock Options and Restricted Share Awards will be subject to any and all transfer restrictions under the Code applicable to such awards or necessary to maintain the intended tax consequences of such Awards. Notwithstanding clause (b) above but subject to compliance with all applicable laws, any contemplated transfer by gift or domestic relations order to one or more “family members” of a Participant as referenced in clause (b) above is subject to the condition precedent that the transfer be approved by the Administrator in order for it to be effective. The Administrator may, in its sole discretion, withhold its approval of any such proposed transfer.

7.2.3 Company’s Call Right. The Company shall have the right (but not the obligation) to repurchase in one or more transactions in connection with the Participant’s termination of employment by or services to the Company or any of its Affiliates, and the Participant (or any permitted transferee) shall be obligated to sell any of the shares acquired in accordance with Sections 5 and 6 of this Plan at the Repurchase Price (the “Call Right”). If the Company elects to exercise its Call Right, the Participant shall be notified within ninety (90) days after the Participant’s termination of employment by or services to the Company or any of its Affiliates. The Company may designate and assign one or more employees, officers or shareholders of the Company or other persons to exercise all or a part of the Company’s Call Rights under this Section 7.2.3.

16

7.3 Adjustments; Changes in Control.

7.3.1 Adjustments. Upon or in contemplation of any reclassification, recapitalization, share split (including a share split in the form of a share dividend) or reverse share split (“share split”); any merger, amalgamation, combination, consolidation or other reorganization; any split-up, spin-off, or similar extraordinary dividend distribution in respect of the Ordinary Shares (whether in the form of securities or property); any exchange of Ordinary Shares or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Ordinary Shares; or a sale of all or substantially all the assets of the Company as an entirety; then the Administrator shall, in such manner, to such extent (if any) and at such time as it deems appropriate and equitable in the circumstances:

(a) proportionately adjust any or all of (1) the number of Ordinary Shares or the number and type of other securities that thereafter may be made the subject of Awards (including the specific share limits, maxima and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of Ordinary Shares (or other securities or property) subject to any or all outstanding Awards, (3) the grant, purchase or exercise price of any or all outstanding Awards or (4) the securities, cash or other property deliverable upon exercise or vesting of any outstanding Awards, or

(b) make provision for a settlement by a cash payment or for the assumption, substitution or exchange of any or all outstanding Awards (or the cash, securities or other property deliverable to the holder(s) of any or all outstanding Awards) based upon the distribution or consideration payable to holders of the Ordinary Shares upon or in respect of such event.

The Administrator may adopt such valuation methodologies for outstanding Awards as it deems reasonable in the event of a cash, securities or other property settlement. In the case of Options, but without limitation on other methodologies, the Administrator may base such settlement solely upon the excess (if any) of the amount payable upon or in respect of such event over the exercise price of the Option to the extent of the then vested and exercisable shares subject to the Option.

The Administrator may make adjustments to and/or accelerate the exercisability of Options in a manner that disqualifies the Options as Incentive Stock Options without the written consent of the Option holders affected thereby.

17

In any of such events, the Administrator may take such action prior to such event to the extent that the Administrator deems the action necessary to permit the Participant to realize the benefits intended to be conveyed with respect to the underlying shares in the same manner as is or will be available to shareholders generally.

Any adjustment by the Administrator pursuant to this Section 7.3.1 shall be final, binding and conclusive. Unless otherwise expressly provided by the Administrator, in no event shall a conversion of one or more outstanding shares of the Company’s preferred shares (if any) or any new issuance of securities by the Company for consideration be deemed, in and of itself, to require an adjustment pursuant to this Section 7.3.1.

In the case of any event described in the first paragraph of this Section 7.3.1, if no action is formally taken by the Administrator in the circumstances with respect to then outstanding Awards, the proportionate adjustments contemplated by clause (a) above shall nevertheless be deemed to have been made with respect to the Awards outstanding at the time of such event in order to preserve the intended level of incentives.

7.3.2 Consequences of a Change in Control Event. Subject to Sections 7.3.4 through 7.3.6, upon (or, as may be necessary to effectuate the purposes of this acceleration, immediately prior to) the occurrence of a Change in Control Event:

(a) each Option will become immediately vested and exercisable, and

(b) Restricted Shares will immediately vest free of forfeiture restrictions and/or restrictions giving the Company the right to repurchase the shares at their original purchase price;

provided, however, that such acceleration provision shall not apply, unless otherwise expressly provided by the Administrator, with respect to any Award to the extent that the Administrator has made a provision for the substitution, assumption, exchange or other continuation or settlement of the Award, or the Award would otherwise continue in accordance with its terms, in the circumstances.

The foregoing Change in Control Event provisions shall not in any way limit the authority of the Administrator to accelerate the vesting of one or more Awards (as to all or only a portion of any Award) in such circumstances (including, but not limited to, a Change in Control Event) as the Administrator may determine to be appropriate, regardless of whether accelerated vesting of all or a portion of the Award(s) is otherwise required or contemplated by the foregoing in the circumstances.

18

7.3.3 Early Termination of Awards. Upon the occurrence of a Change in Control Event, each then-outstanding Award (whether or not vested and/or exercisable, but after giving effect to any accelerated vesting required in the circumstances pursuant to Sections 7.3.2, 7.3.4, 7.3.5 and 7.3.6) shall terminate, subject to any provision that has been expressly made by the Administrator, through a plan of reorganization or otherwise, for the survival, substitution, assumption, exchange or other continuation or settlement of such Award and provided that, in the case of Options that will not survive or be substituted for, assumed, exchanged or otherwise continued or settled in the Change in Control Event, the holder of such Award shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding and vested Options (the vested portion of such Options determined after giving effect to any accelerated vesting required in the circumstances pursuant to Sections 7.3.2, 7.3.4, 7.3.5 and 7.3.6) in accordance with their terms before the termination of the Awards (except that in no case shall more than ten (10) days’ notice of accelerated vesting and the impending termination be required and any acceleration may be made contingent upon the actual occurrence of the event). For purposes of this Sections 7.3, an Award shall be deemed to have been “assumed” if (without limiting other circumstances in which an Award is assumed) the Award continues after the Change in Control Event, and/or is assumed and continued by a Parent (as such term is defined in the definition of Change in Control Event) following a Change in Control Event, and confers the right to purchase or receive, as applicable and subject to vesting and the other terms and conditions of the Award, for each Ordinary Share subject to the Award immediately prior to the Change in Control Event, the consideration (whether cash, shares or other securities or property) received in the Change in Control Event by the shareholders of the Company for each Ordinary Share sold or exchanged in such transaction (or the consideration received by a majority of the shareholders participating in such transaction if the shareholders were offered a choice of consideration); provided, however, that if the consideration offered for an Ordinary Share in the transaction is not solely the ordinary or common shares of a successor company or a Parent, the Board may provide for the consideration to be received upon exercise or payment of the Award, for each share subject to the Award, to be solely ordinary or common shares (as applicable) of the successor company or a Parent equal in Fair Market Value to the per share consideration received by the shareholders participating in the Change in Control Event.

7.3.4 Other Acceleration Rules. Any acceleration of Awards pursuant to this Section 7.3 shall comply with applicable legal requirements and, if necessary to accomplish the purposes of the acceleration or if the circumstances require, may be deemed by the Administrator to occur a limited period of time not greater than thirty (30) days before the event that triggered such acceleration. Without limiting the generality of the

19

foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and/or reinstate the original terms of an Award if an event giving rise to an acceleration does not occur. The Administrator may override the provisions of this Section 7.3 as to any Award by express provision in the applicable Award Agreement and may accord any Participant a right to refuse any acceleration, whether pursuant to the Award Agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any Incentive Stock Option accelerated in connection with a Change in Control Event or any other action permitted hereunder shall remain exercisable as an Incentive Stock Option only to the extent the applicable U.S. $100,000 limitation on Incentive Stock Options is not exceeded. To the extent exceeded, the accelerated portion of the Option shall be exercisable as a Nonqualified Option.

7.3.5 Possible Rescission of Acceleration. If the vesting of an Award has been accelerated expressly in anticipation of an event or upon shareholder approval of an event and the Administrator later determines that the event will not occur, the Administrator may rescind the effect of the acceleration as to any then outstanding and unexercised or otherwise unvested Awards.

7.3.6 Golden Parachute Limitation. Notwithstanding anything else contained in this Section 7.3 to the contrary, in no event shall an Award be accelerated under this Section 7.3 to an extent or in a manner which would not be fully deductible by the Company or one of its Affiliates for federal income tax purposes because of Section 280G of the Code, nor shall any payment hereunder be accelerated to the extent any portion of such accelerated payment would not be deductible by the Company or one of its Affiliates because of Section 280G of the Code. If a holder of an Award would be entitled to benefits or payments hereunder and under any other plan or program that would constitute “parachute payments” as defined in Section 280G of the Code, then the holder may by written notice to the Company designate the order in which such parachute payments will be reduced or modified so that the Company or one of its Affiliates is not denied federal income tax deductions for any “parachute payments” because of Section 280G of the Code. Notwithstanding the foregoing, if a Participant is a party to an employment or other agreement with the Company or one of its Affiliates, or is a participant in a severance program sponsored by the Company or one of its Affiliates that contains express provisions regarding Section 280G and/or Section 4999 of the Code (or any similar successor provision), the Section 280G and/or Section 4999 provisions of such employment or other agreement or plan, as applicable, shall control as to any Awards held by that Participant (for example, and without limitation, a Participant may be a party to an employment agreement with the Company or one of its Affiliates that provides for a “gross-up” as opposed to a “cut-back” in the event that the Section 280G thresholds are reached or exceeded in connection with a change in control and, in such event, the Section 280G and/or Section 4999 provisions of such employment agreement shall control as to any Awards held by that Participant).

20

7.4 Termination of Employment or Services.

7.4.1 Events Not Deemed a Termination of Employment. Unless the Administrator otherwise expressly provides with respect to a particular Award, if a Participant’s employment by or service to the Company or an Affiliate terminates but immediately thereafter the Participant continues in the employ of or service to another Affiliate or the Company, as applicable, the Participant shall be deemed to have not had a termination of employment or service for purposes of this Plan and the Participant’s Awards. Unless the express policy of the Company or the Administrator otherwise provides, a Participant’s employment relationship with the Company or any of its Affiliates shall not be considered terminated solely due to any sick leave, military leave or any other leave of absence authorized by the Company or any Affiliate or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law, such leave is for a period of not more than ninety (90) days. In the case of any Participant on an approved leave of absence, continued vesting of the Award while on leave from the employ of or service with the Company or any of its Affiliates will be suspended until the Participant returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an Award be exercised after the expiration of the term of the Award set forth in the Award Agreement.

7.4.2 Effect of Change of Affiliate Status. For purposes of this Plan and any Award, if an entity ceases to be an Affiliate, a termination of employment or service will be deemed to have occurred with respect to each Eligible Person in respect of such Affiliate who does not continue as an Eligible Person in respect of another Affiliate that continues as such after giving effect to the transaction or other event giving rise to the change in status.

7.4.3 Administrator Discretion. Notwithstanding the provisions of Sections 5.7 or 6.8, in the event of, or in anticipation of, a termination of employment or service with the Company or any of its Affiliates for any reason, the Administrator may accelerate the vesting and exercisability of all or a portion of the Participant’s Award, and/or, subject to the provisions of Sections 5.4.2 and 7.3, extend the exercisability period of the Participant’s Option upon such terms as the Administrator determines and expressly sets forth in or by amendment to the Award Agreement.

21

7.4.4 Termination of Consulting or Affiliate Services. If the Participant is an Eligible Person solely by reason of clause (c) of Section 3, the Administrator shall be the sole judge of whether the Participant continues to render services to the Company or any of its Affiliates, unless a written contract or the Award Agreement otherwise provides. If, in these circumstances, the Company or any Affiliate notifies the Participant in writing that a termination of the Participant’s services to the Company or any Affiliate has occurred for purposes of this Plan, then (unless the contract or the Award Agreement otherwise expressly provides), the Participant’s termination of services with the Company or Affiliate for purposes of this Plan shall be the date which is ten (10) days after the mailing of the notice by the Company or Affiliate or, in the case of a termination for Cause, the date of the mailing of the notice.

7.5 Compliance with Laws.

7.5.1 General. This Plan, the granting and vesting of Awards under this Plan, and the offer, issuance and delivery of Ordinary Shares, the acceptance of promissory notes and/or the payment of money under this Plan or under Awards are subject to compliance with all applicable federal and state laws, applicable foreign laws, rules and regulations (including but not limited to state and federal securities laws, and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Company, provide such assurances and representations to the Company as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

7.5.2 Compliance with Securities Laws. No Participant shall sell, pledge or otherwise transfer Ordinary Shares acquired pursuant to an Award or any interest in such shares except in accordance with the express terms of this Plan and the applicable Award Agreement. Any attempted transfer in violation of this Section 7.5 shall be void and of no effect. Without in any way limiting the provisions set forth above, no Participant shall make any disposition of all or any portion of the Ordinary Shares acquired or to be acquired pursuant to an Award, except in compliance with all applicable securities laws and unless and until:

(a) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement;

(b) such disposition is made in accordance with Rule 144 under the Securities Act; or

22

(c) such Participant notifies the Company of the proposed disposition and furnishes the Company with a statement of the circumstances surrounding the proposed disposition, and, if requested by the Company, furnishes to the Company an opinion of counsel acceptable to the Company’s counsel, that such disposition will not require registration under the Securities Act and will be in compliance with all applicable securities laws.

Notwithstanding anything else herein to the contrary, neither the Company or any Affiliate has any obligation to register the Ordinary Shares or file any registration statement under either federal or state securities laws, nor does the Company or any Affiliate make any representation concerning the likelihood of a public offering of the Ordinary Shares or any other securities of the Company or any Affiliate.

7.5.3 Share Legends. All certificates evidencing Ordinary Shares issued or delivered under this Plan shall bear the following legends and/or any other appropriate or required legends under applicable laws:

“OWNERSHIP OF THIS CERTIFICATE, THE SHARES EVIDENCED BY THIS CERTIFICATE AND ANY INTEREST THEREIN ARE SUBJECT TO SUBSTANTIAL RESTRICTIONS ON TRANSFER UNDER APPLICABLE LAW AND UNDER AGREEMENTS WITH THE COMPANY, INCLUDING RESTRICTIONS ON SALE, ASSIGNMENT, TRANSFER, PLEDGE OR OTHER DISPOSITION.”

“THE SHARES ARE SUBJECT TO THE COMPANY’S RIGHT OF FIRST REFUSAL AND CALL RIGHTS TO REPURCHASE THE SHARES UNDER THE COMPANY’S SHARE INCENTIVE PLAN AND AGREEMENTS WITH THE COMPANY THEREUNDER, COPIES OF WHICH ARE AVAILABLE FOR REVIEW AT THE OFFICE OF THE SECRETARY OF THE COMPANY.”

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“ACT”), NOR HAVE THEY BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. NO TRANSFER OF SUCH SECURITIES WILL BE PERMITTED UNLESS A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO SUCH TRANSFER, THE TRANSFER IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE ACT, OR IN THE OPINION OF COUNSEL TO THE COMPANY, REGISTRATION UNDER THE ACT IS UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT AND WITH APPLICABLE STATE SECURITIES LAWS.”

7.5.4 Delivery of Financial Statements. The Company shall deliver annually to Participants such financial statements of the Company, if any, as may be required to satisfy applicable securities laws.

23

7.5.5 Confidential information. Any financial or other information relating to the Company obtained by Participants in connection with or as a result of this Plan or their Awards shall be treated as confidential.

7.6 Tax Withholding.

7.6.1 Tax Withholding. Upon any exercise, vesting or payment of any Award or upon the disposition of Ordinary Shares acquired pursuant to the exercise of an fucentive Stock Option prior to satisfaction of the holding period requirements of Section 422 of the Code, the Company or any of its Affiliates shall have the right at its option to:

(a) require the Participant (or the Participant’s Personal Representative or Beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Company or Affiliate may be required to withhold with respect to such Award event or payment;

(b) deduct from any amount otherwise payable (in respect of an Award or otherwise) in cash to the Participant (or the Participant’s Personal Representative or Beneficiary, as the case may be) the minimum amount of any taxes which the Company or Affiliate may be required to withhold with respect to such Award event or payment; or

(c) reduce the number of Ordinary Shares to be delivered by (or otherwise reacquire shares held by the Participant at least six (6) months) the appropriate number of Ordinary Shares, valued at their then Fair Market Value, to satisfy the minimum withholding obligation.

In any case where a tax is required to be withheld (including taxes under PRC law where applicable) in connection with the issuance, delivery or disposition of Ordinary Shares under this Plan, the Administrator may in its sole discretion (subject to Section 7.5) grant (either at the time of the Award or thereafter) to the Participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, to have the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their Fair Market Value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law. The Company may, with the Administrator’s approval, accept one or more promissory notes from any Eligible Person in connection with taxes required to be withheld upon the exercise, vesting or payment of any Award under this Plan; provided that any such note shall be subject to terms and conditions established by the Administrator and the requirements of applicable law.

24

7.6.2 Tax Loans. If so provided in the Award Agreement or otherwise authorized by the Administrator, the Company may, to the extent permitted by law, authorize a loan to an Eligible Person in the amount of any taxes that the Company or any of its Affiliates may be required to withhold with respect to Ordinary Shares received (or disposed of, as the case may be) pursuant to a transaction described in Section 7.6.1. Such a loan will be for a term and at a rate of interest and pursuant to such other terms and conditions as the Company may establish, subject to compliance with applicable law. Such a loan need not otherwise comply with the provisions of Section 5.3.3.

7.7 Plan and Award Amendments, Termination and Suspension.

7.7.1 Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No Awards may be granted during any period that the Board suspends this Plan.

7.7.2 Shareholder Approval. To the extent then required by applicable law or any applicable listing agency or required under Sections 162, 409A, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to shareholder approval.

7.7.3 Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on Awards to Participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a Participant, and (subject to the requirements of Sections 2.2 and 7.7.4) may make other changes to the terms and conditions of Awards.

7.7.4 Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding Award Agreement shall, without written consent of the Participant, affect in any manner materially adverse to the Participant any rights or benefits of the Participant or obligations of the Company under any Award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7.3 shall not be deemed to constitute changes or amendments for purposes of this Section 7.7.

25

7.8 Privileges of Share Ownership. Except as otherwise expressly authorized by the Administrator or this Plan or in the Award Agreement, a Participant will not be entitled to any privilege of share ownership as to any Ordinary Shares not actually delivered to and held of record by the Participant. No adjustment will be made for dividends or other rights as a shareholder for which a record date is prior to such date of delivery.

7.9 Share-Based Awards in Substitution for Awards Granted by Other Company. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee share options, share appreciation rights, restricted shares or other share-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Company or one of its Affiliates, in connection with a distribution, merger, amalgamation or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Affiliates, directly or indirectly, of all or a substantial part of the shares or assets of the employing entity. The Awards so granted need not comply with other specific terms of this Plan, provided the Awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Ordinary Shares in the transaction and any change in the issuer of the security. Any shares that are delivered and any Awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Company or one of its Affiliates in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan.

7.10 Effective Date of the Plan. This Plan is effective upon the Effective Date, subject to approval by the shareholders of the Company within twelve (12) months after the date the Board approves this Plan.

7.11 Term of the Plan. Unless earlier terminated by the Board, this Plan will terminate at the close of business on the day before the 10^th anniversary of the Effective Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional Awards may be granted under this Plan, but previously granted Awards (and the authority of the Administrator with respect thereto, including the authority to amend such Awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

7.12 Governing Law/Severability.

7.12.1 Choice of Law. This Plan, the Awards, all documents evidencing Awards and all other related documents will be governed by, and construed in accordance with, the laws of the Cayman Islands.

26

7.12.2 Severability. If it is determined that any provision of this Plan or an Award Agreement is invalid and unenforceable, the remaining provisions of this Plan and/or the Award Agreement, as applicable, will continue in effect provided that the essential economic terms of this Plan and the Award can still be enforced.

7.13 Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings will not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

7.14 Non-Exclusivity of Plan. Nothing in this Plan will limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Ordinary Shares, under any other plan or authority.

7.15 No Restriction on Corporate Powers. The existence of this Plan, the Award Agreements and the Awards granted hereunder, shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Company to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the Company’s or any Affiliate’s capital structure or its business; (b) any merger, amalgamation, consolidation or change in the ownership of the Company or any Affiliate; (c) any issue of bonds, debentures, capital, preferred or prior preference shares ahead of or affecting the Company’s authorized shares or the rights thereof; (d) any dissolution or liquidation of the Company or any Affiliate; (e) any sale or transfer of all or any part of the Company or any Affiliate’s assets or business; or (f) any other corporate act or proceeding by the Company or any Affiliate. No Participant, Beneficiary or any other person shall have any claim under any Award or Award Agreement against any member of the Board or the Administrator, or the Company or any employees, officers or agents of the Company or any Affiliate, as a result of any such action.

7.16 Other Company Compensation or Benefit Programs. Payments and other benefits received by a Participant under an Award made pursuant to this Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Affiliate, except where the Administrator or the Board expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Company or any Affiliate.

8. DEFINITIONS.

“Administrator” has the meaning given to such term in Section 2.1.

27

“Affiliate” means (a) any entity (other than the Company) in an unbroken chain of entities ending with the Company if, at the time of the determination, each of the entities other than the Company owns securities possessing fifty percent (50%) or more of the total combined voting power of all classes of securities in one of the other entities in such chain, or (b) any entity (other than the Company) in an unbroken chain of entities beginning with the Company if, at the time of the determination, each of the entities other than the last entity in the unbroken chain owns securities possessing fifty percent (50%) or more of the total combined voting power of all classes of securities in one of the other entities in such chain.

“Award” means an award of any Option or Share Award, or any combination thereof, whether alternative or cumulative, authorized by and granted under this Plan.

“Award Agreement” means any writing, approved by the Administrator, setting forth the terms of an Award that has been duly authorized and approved.

“Award Date” means the date upon which the Administrator took the action granting an Award or such later date as the Administrator designates as the Award Date at the time of the grant of the Award.

“Beneficiary” means the person, persons, trust or trusts designated by a Participant, or, in the absence of a designation, entitled by will or the laws of descent and distribution, to receive the benefits specified in the Award Agreement and under this Plan if the Participant dies, and means the Participant’s executor or administrator if no other Beneficiary is designated and able to act under the circumstances.

“Board” means the Board of Directors of the Company.

“Cause” with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement, or another applicable contract with the Participant that defines such term for purposes of determining the effect that a “for cause” termination has on the Participant’s options and/or share awards) a termination of employment or service based upon a finding by the Company or any of its Affiliates, acting in good faith and based on its reasonable belief at the time, that the Participant:

(a) has been negligent in the discharge of his or her duties to the Company or any Affiliate, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

(b) has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information;

(c) has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Company or any of its Affiliates; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic violations or similar offenses);

28

(d) has materially breached any of the provisions of any agreement with the Company or any of its Affiliates;

(e) has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Company or any of its Affiliates; or

(f) has improperly induced a vendor or customer to break or terminate any contract with the Company or any of its Affiliates or induced a principal for whom the Company or any Affiliate acts as agent to terminate such agency relationship.

A termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Administrator) on the date on which the Company or any Affiliate first delivers written notice to the Participant of a finding of termination for Cause.

“Change in Control Event” means any of the following:

(a) Approval by shareholders of the Company (or, if no shareholder approval is required, by the Board alone) of the complete dissolution or liquidation of the Company, other than in the context of a Business Combination that does not constitute a Change in Control Event under paragraph (c) below;

(b) The acquisition by any individual, entity or group (within the meaning of Sections 13(d)(3) or 14(d)(2) of the Exchange Act (a “Person”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (1) the then outstanding Ordinary Shares of the Company (the “Outstanding Company Ordinary Shares”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this paragraph (b), the following acquisitions shall not constitute a Change in Control Event; (A) any acquisition directly from the Company, (B) any acquisition by the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate or a successor, (D) any acquisition by any entity pursuant to a Business Combination, (E) any acquisition by a Person described in and satisfying the conditions of Rule 13d-l (b) promulgated under the Exchange Act, or (F) any acquisition by a Person who is the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the Outstanding Company Ordinary Shares and/or the Outstanding Company Voting Securities on the Effective Date (or an affiliate, heir, descendant, or related party of or to such Person);

(c) Consummation of a reorganization, amalgamation, merger, statutory share exchange or consolidation or similar corporate transaction involving the Company or any other entity a majority of whose outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company (a “Subsidiary”), a

29

sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or shares of another entity by the Company or any of its Subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (1) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Ordinary Shares and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding ordinary or common shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets directly or through one or more subsidiaries (a “Parent”)), and (2) no Person (excluding any individual or entity described in clauses (C), (E) or (F) of paragraph (b) above) beneficially owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, more than 50% of, respectively, the then outstanding ordinary shares of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity, except to the extent that the ownership in excess of 50% existed prior to the Business Combination;

provided, however, that a transaction shall not constitute a Change in Control Event if it is in connection with the underwritten public offering of the Company’s securities.

“Code” means the Internal Revenue Code of 1986 of the United States, as amended from time to time.

“Company” means Montage Technology Group Limited, an exempted company organized under the Companies Law (2004 Revision) of the Cayman Islands, and its successors.

“Early Exercise Option” shall mean an Option eligible for exercise prior to vesting in accordance with the provisions of Section 5.9 of this Plan. An Early Exercise Option may be a Nonqualified Option or an Incentive Stock Option, as designated by the Administrator in the applicable Award Agreement.

“Effective Date” means the date the Board approved this Plan.

“Eligible Person” has the meaning given to such term in Section 3 of this Plan.

“Exchange Act” means the Securities Exchange Act of 1934 of the United States, as amended from time to time.

30

“Fair Market Value,” for purposes of this Plan and unless otherwise determined or provided by the Administrator in the circumstances, means as follows:

(a) If the Ordinary Shares are listed or admitted to trade on the New York Stock Exchange or other national securities exchange (the “Exchange”), the Fair Market Value shall equal the closing price of an Ordinary Share as reported on the composite tape for securities on the Exchange for the date in question, or, if no sales of Ordinary Shares were made on the Exchange on that date, the closing price of an Ordinary Share as reported on said composite tape for the next preceding day on which sales of Ordinary Shares were made on the Exchange. The Administrator may, however, provide with respect to one or more Awards that the Fair Market Value shall equal the last closing price of an Ordinary Share as reported on the composite tape for securities listed on the Exchange available on the date in question or the average of the high and low trading prices of an Ordinary Share as reported on the composite tape for securities listed on the Exchange for the date in question or the most recent trading day.

(b) If the Ordinary Shares are not listed or admitted to trade on the a national securities exchange, the Fair Market Value shall equal the last price of an Ordinary Share as furnished by the National Association of Securities Dealers, Inc. (the “NASD”) through the NASDAQ National Market Reporting System (the “National Market”) for the date in question, or, if no sales of Ordinary Shares were reported by the NASD through the National Market on that date, the last price of an Ordinary Share as furnished by the NASD through the National Market for the next preceding day on which sales of Ordinary Shares were reported by the NASD. The Administrator may, however, provide with respect to one or more Awards that the Fair Market Value shall equal the last closing price of an Ordinary Share as furnished by the NASD through the National Market available on the date in question or the average of the high and low trading prices of an Ordinary Share as furnished by the NASD through the National Market for the date in question or the most recent trading day.

(c) If the Ordinary Shares are not listed or admitted to trade on a national securities exchange and is not reported on the National Market Reporting System, the Fair Market Value shall equal the mean between the bid and asked price for an Ordinary Share on such date, as furnished by the NASD or a similar organization.

(d) If the Ordinary Shares are not listed or admitted to trade on a national securities exchange, are not reported on the National Market Reporting System and if bid and asked prices for the shares are not furnished by the NASD or a similar organization, the Fair Market Value shall be the value as reasonably determined by the Administrator for purposes of the Award in the circumstances.

The Administrator also may adopt a different methodology for determining Fair Market Value with respect to one or more Awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular Award(s) (for example, and without limitation, the Administrator may provide that Fair Market Value for purposes of one or more Awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).

31

Any determination as to Fair Market Value made pursuant to this Plan shall be determined without regard to any restriction other than a restriction which, by its terms, will never lapse, and shall be conclusive and binding on all persons with respect to Awards granted under this Plan.

“Incentive Stock Option” means an Option that is designated and intended as an “incentive stock option” within the meaning of Section 422 of the Code, the award of which contains such provisions (including but not limited to the receipt of shareholder approval of this Plan, if the award is made prior to such approval) and is made under such circumstances and to such persons as may be necessary to comply with that section.

“Nonqualified Option” means an Option that is not an “incentive stock option” within the meaning of Section 422 of the Code and includes any Option designated or intended as a Nonqualified Option and any Option designated or intended as an Incentive Stock Option that fails to meet the applicable legal requirements thereof.

“Option” means an option to purchase Ordinary Shares granted under Section 5 of this Plan. The Administrator will designate any Option granted to an employee of the Company or an Affiliate as a Nonqualified Option or an Incentive Stock Option and may also designate any Option as an Early Exercise Option.

“Ordinary Shares” means the Company’s Ordinary Shares, par value U.S. $0.005 per share, and such other securities or property as may become the subject of Awards, or become subject to Awards, pursuant to an adjustment made under Section 7.3.1 of this Plan.

“Participant” means an Eligible Person who has been granted and holds an Award under this Plan.

“Personal Representative” means the person or persons who, upon the disability or incompetence of a Participant, has acquired on behalf of the Participant, by legal proceeding or otherwise, the power to exercise the rights or receive benefits under this Plan by virtue of having become the legal representative of the Participant.

“Plan” means this Montage Technology Group Limited 2006 Share Incentive Plan, as it may hereafter be amended from time to time.

“Pub1ic Offering Date” means the date the Ordinary Shares are first registered under the Exchange Act or a similar statute in a jurisdiction other than the United States and listed or quoted on a recognized national securities exchange or in the NASDAQ National Market Quotation System.

“Repurchase Price” means, (i) in the event of the repurchase of Restricted Shares, the lesser of (a) the price paid by the Participant to acquire such Restricted Shares or (b) the Fair Market Value of such Restricted Shares determined as of the exercise date of the Call Right, or (ii) in the event of the repurchase of shares other than Restricted Shares, the Fair Market Value of such shares determined as of the exercise date of the Call Right.

32

“Restricted Shares” means Ordinary Shares awarded to a Participant under this Plan, subject to payment of such consideration and such conditions on vesting (which may include, among others, the passage of time, specified performance objectives or other factors) and such transfer and other restrictions as are established in or pursuant to this Plan and the related Award Agreement, to the extent such remain unvested and restricted under the terms of the applicable Award Agreement.

“Restricted Share Award” means an award of Restricted Shares.

“Securities Act” means the Securities Act of 1933 of the United States, as amended from time to time.

“Severance Date” with respect to a particular Participant means, unless otherwise provided in the applicable Award Agreement:

(a) if the Participant is an Eligible Person under clause (a) of Section 3 and the Participant’s employment by the Company or any of its Affiliates terminates (regardless of the reason), the last day that the Participant is actually employed by the Company or such Affiliate (unless, immediately following such termination of employment, the Participant is a member of the Board or, by express written agreement with the Company or any of its Affiliates, continues to provide other services to the Company or any Affiliate as an Eligible Person under clause (c) of Section 3, in which case the Participant’s Severance Date shall not be the date of such termination of employment but shall be determined in accordance with clause (b) or (c) below, as applicable, in connection with the termination of the Participant’s other services);

(b) if the Participant is not an Eligible Person under clause (a) of Section 3 but is an Eligible Person under clause (b) thereof, and the Participant ceases to be a member of the Board (regardless of the reason), the last day that the Participant is actually a member of the Board (unless, immediately following such termination, the Participant is an employee of the Company or any of its Affiliates or, by express written agreement with the Company or any of its Affiliates, continues to provide other services to the Company or any Affiliate as an Eligible Person under clause (c) of Section 3, in which case the Participant’s Severance Date shall not be the date of such termination but shall be determined in accordance with clause (a) above or (c) below, as applicable, in connection with the termination of the Participant’s employment or other services);

(c) if the Participant is not an Eligible Person under clause (a) or clause (b) of Section 3 but is an Eligible Person under clause (c) thereof, and the Participant ceases to provide services to the Company or any of its Affiliates as determined in accordance with Section 7.4.4 (regardless of the reason), the last day that the Participant actually provides services to the Company or such Affiliate as an Eligible Person under clause (c) of Section 3 (unless, immediately following such termination, the Participant is an employee of the Company or any of its Affiliates or is a member of the Board, in which case the Participant’s Severance Date shall not be the date of such termination of services but shall be determined in accordance with clause (a) or (b) above, as applicable, in connection with the termination of the Participant’s employment or membership on the Board).

33

“Share Award” means an award of Ordinary Shares under Section 6 of this Plan. A Share Award may be a Restricted Share Award or an award of unrestricted Ordinary Shares.

“Total Disability” means a “total and permanent disability” within the meaning of Section 22(e)(3) of the Code and, with respect to Awards other than Incentive Stock Options, such other disabilities, infirmities, afflictions or conditions as the Administrator may include.

34

EXHIBIT A

MONTAGE TECHNOLOGY GROUP LIMITED

2006 SHARE INCENTIVE PLAN

OPTION EXERCISE AND ORDINARY SHARE

PURCHASE AGREEMENT

(VESTED PORTION OF OPTION)

The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Early Exercise Option Agreement, dated as of              (the “Option Agreement”), under the Montage Technology Group Limited 2006 Share Incentive Plan (the “Plan”), as follows:

• the Purchaser hereby irrevocably elects to purchase              Ordinary Shares, par value U.S.$0.005 per share (the “Shares”), of Montage Technology Group Limited, an exempted company organized under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), and

• such purchase shall be at the price of U.S. $             per share, for an aggregate amount of U.S. $             (subject to applicable withholding taxes pursuant to Section 7.6.1 of the Plan).

Capitalized terms are defined in the Plan if not defined herein.

1. Delivery of Share Certificate. The Purchaser requests that a certificate representing the Shares be registered to Purchaser and
delivered to:
	.

2. Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by Securities and Exchange Commission Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in Section 6 of the “Terms and Conditions of Early Exercise Option” (which are attached to and a part of the Option Agreement, the “Terms”) and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares.

The Purchaser acknowledges receipt of the Company’s condensed consolidated financial information.

The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for in Section 7.5.3 of the Plan, and (b) that the Company has no obligation to register the Shares or file any registration statement under applicable securities laws.

1

3. Limitation on Disposition and Other Restrictions. The Shares are subject to and the Purchaser hereby agrees to the following terms and conditions of the sale of the Shares to the Purchaser:

• any transfer of the Shares must comply with the restrictions on transfer set forth in Section 7.2 of the Plan and with all applicable laws as set forth in Section 7.5 of the Plan;

• the Shares are subject to, and following any otherwise permitted transfer of the Shares, the Shares shall remain subject to and the transferee shall be bound by, the lock-up provisions set forth in Section 7 of the Terms, the Company’s call right and right of first refusal set forth in Sections 8 and 9 of the Terms, the share legend requirements of Section 7.5.3 of the Plan, the foregoing provisions of this Section 3, and the arbitration provisions of Section 15.3 of the Terms; and

• as a condition to any otherwise permitted transfer of the Shares, the Company may require the transferee to execute a written agreement, in a form acceptable to the Administrator, that the transferee acknowledges and agrees to the foregoing terms and restrictions imposed on the Shares.

4. Plan and Option Agreement. The Purchaser acknowledges that all of his/her rights are subject to, and the Purchaser agrees to be bound by, all of the terms and conditions of the Plan and the Option Agreement (including the Terms), both of which are incorporated herein by this reference. If a conflict or inconsistency between the terms and conditions of this Option Exercise and Ordinary Share Purchase Agreement and of the Plan or the Option Agreement shall arise, the terms and conditions of the Plan and/or the Option Agreement shall govern. The Purchaser acknowledges receipt of a copy of all documents referenced herein (including the Terms and a disclosure statement) and acknowledges reading and understanding these documents and having an opportunity to ask any questions that he/she may have had about them. Any controversy or claim arising out of or relating to this Option Exercise and Ordinary Share Purchase Agreement shall be submitted to arbitration in accordance with Section 15.3 of the Terms, and Cayman Islands law shall apply as provided in Section 15.1 of the Terms.

5. Entire Agreement. This Option Exercise and Ordinary Share Purchase Agreement, the Option Agreement (including the Terms), and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan, the Option Agreement and this Option Exercise and Ordinary Share Purchase Agreement may be amended pursuant to Section 7.7 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof or of the Option Agreement in writing to the extent such waiver does not adversely affect the interests of the Purchaser hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

2

6. Notice of Sale of ISO Shares. If the Shares are being acquired upon exercise of an Option intended to qualify as an Incentive Stock Option, the Purchaser agrees that, upon any sale or other transfer of the Shares within either one (1) year of the date that they are acquired by the Purchaser or two (2) years after the Award Date set forth in the Option Agreement, the Purchaser shall provide the notice required under Section 5.5.3 of the Plan.

“PURCHASER”	ACCEPTED BY:
	MONTAGE TECHNOLOGY GROUP
Signature	LIMITED,
	an exempted company organized under the
	Companies Law (2004 Revision) of the
Print Name	Cayman Islands
Date	By:
	Its:
	(To be completed by the Company after the price (including applicable withholding taxes), value (if applicable) and receipt of funds is verified.)

3

EXHIBIT B

MONTAGE TECHNOLOGY GROUP LIMITED

2006 SHARE INCENTIVE PLAN

OPTION EXERCISE AND ORDINARY SHARE PURCHASE AGREEMENT

(UNVESTED PORTION OF OPTION)

The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Early Exercise Option Agreement, dated as of              (the “Option Agreement”), under the Montage Technology Group Limited 2006 Share Incentive Plan (the “Plan”), as follows:

• the Purchaser hereby irrevocably elects to purchase              Ordinary Shares, par value U.S. $0.005 per share (the “Shares”), of Montage Technology Group Limited, an exempted company organized under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), and

• such purchase shall be at the price of U.S. $             per share, for an aggregate amount of U.S. $             (subject to applicable withholding taxes pursuant to Section 7.6.1 of the Plan).

Capitalized terms are defined in the Plan if not defined herein.

1. Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by SEC Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in Section 6 of the “Terms and Conditions of Early Exercise Option” (which are attached to and a part of the Option Agreement, the “Terms”) and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment, and can afford a complete loss of the purchase price for the Shares.

The Purchaser acknowledges receipt of the Company’s condensed consolidated financial information.

The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for in Section 7.5.3 of the Plan, (b) that, in addition to such legends, the certificates representing the Shares will bear a legend making appropriate reference to the restrictions imposed hereunder, and (c) that the Company has no obligation to register the Shares or file any registration statement under applicable securities laws.

2. Vesting. The Shares are being acquired prior to the time that they have become vested in accordance with the terms of the Option Agreement. Accordingly, the Shares are subject to the Company’s repurchase right set forth in Section 5 below and other restrictions set forth herein. The Shares shall vest, and the Company’s repurchase right under Section 5 shall lapse, as of the date(s) that the Option would have otherwise become vested as to such Shares.

1

The maximum number of Shares that may vest on any occasion or event shall not exceed the number of shares that would have otherwise vested on such date under the Option Agreement had the underlying option not been exercised early to acquire the Shares. No additional Shares shall vest after the Purchaser’s Severance Date.

3. Delivery of Shares.

• Form. The Company shall, in its discretion, issue the Shares either: (1) in certificate form as provided in clause (b) below; or (2) if the Ordinary Shares are then publicly-traded, in book entry form, registered in the name of the Purchaser with notations regarding the applicable restrictions on transfer imposed under this Agreement.

• Certificates to be Held by Company; Legend. Any certificates representing the Shares that may be delivered to the Purchaser by the Company prior to vesting of the Shares pursuant to Section 2 shall be redelivered to the Company to be held by the Company or its designee until the shares represented thereby vest pursuant to Section 2 or are repurchased pursuant to Section 5.

• Delivery of Certificates Upon Vesting. Promptly after the vesting of any Shares pursuant to Section 2, the Company shall, as applicable, either remove the notations on any such vested Shares issued in book entry form or deliver to the Purchaser a certificate or certificates evidencing the number of such vested Shares (or, in either case, such lesser number of shares as may be permitted pursuant to the tax withholding provisions referred to in Section 7.6.1). The Purchaser (or the Purchaser’s Beneficiary or Personal Representative in the event of the Purchaser’s death or incapacity, as the case may be) shall deliver to the Company any representations or other documents or assurances as the Company may deem necessary or reasonably desirable to ensure compliance with all applicable legal and regulatory requirements. The Shares so delivered shall no longer be subject to the Company’s repurchase right under Section 5, but such Shares shall continue to be subject to the other restrictions set forth herein, in the Option Agreement and in the Plan.

• Share Power; Power of Attorney. Concurrent with the execution and delivery of this Agreement, the Purchaser shall deliver to the Company an executed share power in the form attached hereto as Exhibit 1, in blank, with respect to the Shares and any related Restricted Property (as defined below). The Purchaser, by acceptance of the Award, shall be deemed to appoint, and does so appoint by execution of this Agreement, the Company and each of its authorized representatives as the Purchaser’s attorney(s)-in-fact to (1) effect any transfer to the Company (or other purchaser, as the case may be) of the Shares acquired pursuant to this Agreement (including any related Restricted Property) that are repurchased by the Company (or other permitted purchaser), and (2) execute such documents as the Company or such representatives deem necessary or advisable in connection with any such transfer.

• Share Legend Generally. The certificate(s) representing the Shares (both before and after such shares shall have become vested pursuant to Section 2) shall bear the legend set forth in Section 7.5.3 of the Plan and/or any other appropriate or required legends under applicable laws. Such legends shall remain on the certificate(s) representing the Restricted Shares until the later of (1) the Public Offering Date (or such later date that counsel to the

2

Company may reasonably determine is advisable to help ensure the Company’s compliance with all applicable legal and regulatory requirements) or (2) the date that such shares become vested pursuant to Section 2. For purposes of this Option Exercise and Ordinary Share Purchase Agreement, the term “Public Offering Date” means the first day that the Ordinary Shares are registered under the Exchange Act or a similar law in a jurisdiction other than the United States and listed or quoted on a recognized national securities exchange or in the NASDAQ National Market Quotation System.

4. Dividend; Voting Rights. After the date of issuance of the Shares, the Purchaser shall be entitled to cash dividends and voting rights with respect to the Shares, but such rights shall terminate as to any Shares that are repurchased by the Company in accordance with Section 5. Any securities or other property receivable in respect of the Shares by the Purchaser as a result of any dividend or other distribution, conversion or exchange of or with respect to the Shares are, together, referred to as “Restricted Property.” Upon a repurchase of any Shares prior to the time such Shares have vested by the Company in accordance with Section 5, the Restricted Property related to such repurchased Shares shall be automatically transferred to the Company, without any further action by the Purchaser (or the Purchaser’s Beneficiary or Personal Representative, as the case may be) or additional consideration from the Company. The Company may take any other action necessary or advisable to evidence such transfer. The Purchaser (or the Purchaser’s Beneficiary or Personal Representative, as the case may be) shall deliver any additional documents of transfer that the Company may request to confirm the transfer of such Restricted Property to the Company.

5. Company’s Repurchase Right. Subject to the terms and conditions of this Section 5, the Company shall have the right (the “Repurchase Right”) (but not the obligation) to repurchase in one or more transactions in connection with the termination of the Purchaser’s employment by or services to the Company or any of its Affiliates, and the Purchaser (or any permitted transferee) shall be obligated to sell any of the Shares that have not, as of the Purchaser’s Severance Date, become vested.

To exercise the Repurchase Right, the Company must give written notice thereof to the Purchaser (the “Repurchase Notice”). The Repurchase Notice is irrevocable by the Company and must (a) be in writing and signed by an authorized officer of the Company, (b) set forth the Company’s intent to exercise the Repurchase Right and contain the total number of Shares to be sold to the Company pursuant to the exercise of the Repurchase Right, (c) be mailed or delivered to the Purchaser at the Purchaser’s address reflected or last reflected on the Company’s payroll records or delivered to the Purchaser in person, and (d) be so mailed or delivered no later than the ninetieth (90^th) day following the Purchaser’s Severance Date. If mailed, the Repurchase Notice shall be enclosed in a properly sealed envelope, addressed as aforesaid, and deposited (postage prepaid) in a post office or branch post office. The Repurchase Notice shall be deemed to have been duly given as of the date mailed or delivered in accordance with the foregoing provisions.

The price per Share to be paid by the Company upon settlement of the Company’s Repurchase Right (the “Repurchase Price”) shall equal the lesser of (a) the price paid by the Purchaser to exercise the option and acquire such Share, or (b) the Fair Market Value of a Share determined as of the date of the Repurchase Notice. No interest shall be paid with respect to and

3

no other adjustments (other than adjustments in accordance with Section 7.3.1 of the Plan to reflect share splits and similar changes in capitalization) shall be made to the Repurchase Price. The closing of any repurchase under this Section 5 shall be at a date to be specified by the Company, such date to be no later than ninety (90) days after the Purchaser’s Severance Date. The Repurchase Price shall be paid at the closing in the form of a check or by cancellation of money purchase indebtedness.

Upon a repurchase of any Shares by the Company, such repurchased Shares shall be automatically transferred to the Company, without any further action by the Purchaser (or the Purchaser’s Beneficiary or Personal Representative, as the case may be). The Company may exercise its powers under this Option Exercise and Ordinary Share Purchase Agreement (including, without limitation, its powers under Section 3) and take any other action necessary or advisable to evidence such transfer. The Purchaser (or the Purchaser’s Beneficiary or Personal Representative, as the case may be) shall deliver any additional documents of transfer that the Company may request to confirm the transfer of such repurchased Shares to the Company.

If the Purchaser (or any permitted transferee who is an employee of the Company or any Affiliate) ceases to be an employee of the Company or any of its Affiliates and holds Shares as to which the Company’s Repurchase Right has been exercised, the Purchaser shall be entitled to the value of such Shares in accordance with the foregoing provisions of this Section 5, but (unless otherwise required by law) shall no longer be entitled to participation in the Company or other rights as a shareholder with respect to the Shares subject to the repurchase. To the maximum extent permitted by law, the Purchaser’s rights following the exercise of the Repurchase Right shall, with respect to the repurchase and the Shares covered thereby, be solely the rights that he or she has as a general creditor of the Company to receive payment of the amount specified above in this Section 5.

6. Limitation on Disposition and Other Restrictions. The Shares are subject to and the Purchaser hereby agrees to the following terms and conditions of the sale of the Shares to the Purchaser:

• any transfer of the Shares must comply with the restrictions on transfer set forth in Section 7.2 of the Plan and all applicable laws as set forth in Section 7.5 of the Plan;

• any Restricted Property in respect of the Shares may not be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily, other than by will or the laws of descent and distribution, until the time that the Shares to which the Restricted Property relates become vested in accordance with Section 2;

• the Shares are subject to, and following any otherwise permitted transfer of the Shares, the Shares shall remain subject to and the transferee shall be bound by, the lock-up provisions set forth in Section 7 of the Terms, the Company’s call right and right of first refusal set forth in Sections 8 and 9 of the Terms, the share legend requirements of Section 7.5.3 of the Plan, and the arbitration provisions of Section 15.3 of the Terms; and

4

• as a condition to any otherwise permitted transfer of the Shares, the Company may require the transferee to execute a written agreement, in a form acceptable to the Administrator, that the transferee acknowledges and agrees to the foregoing terms and restrictions imposed on the Shares.

7. Plan and Option Agreement. The Purchaser acknowledges that all of his/her rights are subject to, and the Purchaser agrees to be bound by, all of the terms and conditions of the Plan and the Option Agreement (including the Terms), both of which are incorporated herein by this reference. If a conflict or inconsistency between the terms and conditions of this Option Exercise and Ordinary Share Purchase Agreement and of the Plan or the Option Agreement shall arise, the terms and conditions of the Plan and/or the Option Agreement shall govern. The Purchaser acknowledges receipt of a copy of all documents referenced herein (including the Terms and a disclosure statement) and acknowledges reading and understanding these documents and having an opportunity to ask any questions that he/she may have had about them. Any controversy or claim arising out of or relating to this Option Exercise and Ordinary Share Purchase Agreement shall be submitted to arbitration in accordance with Section 15.3 of the Terms, and Cayman Islands law shall apply as provided in Section 15.1 of the Terms.

8. Entire Agreement. This Option Exercise and Ordinary Share Purchase Agreement, the Option Agreement (including the Terms), and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan, the Option Agreement and this Option Exercise and Ordinary Share Purchase Agreement may be amended pursuant to Section 7.7 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof or of the Option Agreement in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

9. Notice of Sale of ISO Shares. If the Shares are being acquired upon exercise of an Option intended to qualify as an Incentive Stock Option, the Purchaser agrees that, upon any sale or other transfer of the Shares within either one (1) year after the date that they are acquired by the Purchaser or two (2) years after the Award Date set forth in the Option Agreement, the Purchaser shall provide the notice required under Section 5.5.3 of the Plan.

5

“PURCHASER”	ACCEPTED BY:
	MONTAGE TECHNOLOGY GROUP
Signature	LIMITED,
	an exempted company organized under the
	Companies Law (2004 Revision) of the
Print Name	Cayman Islands
Date	By:
	Its:
	(To be completed by the Company after the price (including applicable withholding taxes), value (if applicable) and receipt of funds is verified.)

6

EXHIBIT 1

SHARE POWER

FOR VALUE RECEIVED and pursuant to that certain Option Exercise and Ordinary Share Purchase Agreement between Montage Technology Group Limited, an exempted company organized under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), and the individual named below (the “Individual”), dated as of             , the Individual, hereby sells, assigns and transfers to the Company, an aggregate of              Ordinary Shares of the Company, standing in the Individual’s name on the books of the Company and represented by share certificate number(s)              to which this instrument is attached, and hereby irrevocably constitutes and appoints              as his or her attorney in fact and agent to transfer such shares on the books of the Company, with full power of substitution in the premises.

Dated                     ,
	Signature
	Print Name

(Instruction: Please do not fill in any blanks other than the signature line. The purpose of the assignment is to enable the Company to exercise its sale/purchase option set forth in the Option Exercise and Ordinary Share Purchase Agreement without requiring additional signatures on the part of the Individual.)

7

MONTAGE TECHNOLOGY GROUP LIMITED

2006 SHARE INCENTIVE PLAN

EARLY EXERCISE OPTION AGREEMENT

THIS EARLY EXERCISE OPTION AGREEMENT (this “Option Agreement”), dated                             , by and between Montage Technology Group Limited, an exempted company organized under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), and                                  (the “Participant”) evidences the option (the “Option”) granted by the Company to the Participant as to the number of the Company’s Ordinary Shares, par value US$0.005 per share, first set forth below.

Number of Ordinary Shares:1	_____________	Award Date:
Exercise Price per Share:1	U.S. $	Expiration Date:1,2
Vesting Commencement Date:	____________
Type of Option (check one):	Nonqualified Option	[            ]
	Incentive Stock Option	[            ]

Vesting^1,2 The Option shall become vested as to 25% of the total number of Ordinary Shares subject to the Option on the one year anniversary of the Vesting Commencement Date. The remaining 75% of the total number of Ordinary Shares subject to the Option shall vest in 36 substantially equal monthly installments, with the first installment vesting on the last day of the month following the month in which the first anniversary of the Vesting Commencement Date occurs and an additional installment vesting on the last day of each of the 35 months thereafter.

The Option is granted under the Montage Technology Group Limited 2006 Share Incentive Plan (the “Plan”) and subject to the Terms and Conditions of Early Exercise Option (the “Terms”) attached to this Option Agreement (incorporated herein by this reference) and to the Plan. The Option has been granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Option set forth herein. The Participant acknowledges receipt of a copy of the Terms, the Plan and the Option Questions & Answers (including the supplement thereto for Early Exercise Options) for the Plan, specifically acknowledges and agrees to Section 14 of the Terms, and agrees to maintain in confidence all information provided to him/her in connection with the Option.

“PARTICIPANT”	MONTAGE TECHNOLOGY GROUP LIMITED, an exempted company organized under the Companies Law (2004 Revision) of the Cayman Islands
Signature
Print Name
Address	By:
	Its:
City, State, Zip Code

¹  Subject to adjustment under Section 7.3.1 of the Plan.

²  Subject to early termination under Section 5.7 or 7.3 of the Plan.

CONSENT OF SPOUSE

In consideration of the Company’s execution of this Option Agreement, the undersigned spouse of the Participant agrees to be bound by all of the terms and provisions hereof and of the Plan.

Signature of Spouse Date

TERMS AND CONDITIONS OF EARLY EXERCISE OPTION

1. Vesting; Limits on Exercise.

Subject to other provisions of this Option Agreement, the Option shall vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the cover page of this Option Agreement. The Option may be exercised only to the extent the Option is vested and exercisable.

• Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Participant has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.

• Restricted Shares. If the Participant elects to exercise all or any portion of the Option before it has fully vested, the Ordinary Shares acquired upon exercise of the Option which are attributable to the unvested portion of the Option shall be Restricted Shares (as such term is defined in the Plan). Such Restricted Shares shall continue to vest in accordance with the vesting schedule set forth on the cover page of this Option Agreement.

• No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.

• Minimum Exercise. No fewer than 100 Ordinary Shares (subject to adjustment under Section 7.3.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.

• ISO Value Limit. If the Option is designated as an Incentive Stock Option (an “ISO”), as indicated on the cover page of this Option Agreement, and if the aggregate fair market value of the shares with respect to which ISOs (whether granted under the Option or otherwise) first become exercisable by the Participant in any calendar year exceeds U.S. $100,000, as measured on the applicable Award Dates, the limitations of Section 5.5.1 of the Plan shall apply and to such extent the Option will be rendered a Nonqualified Option.

2. Continuance of Employment/Service Required; No Employment/Service Commitment.

The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below, under the Plan, or under the applicable Exercise Agreement (as such term is defined below).

1

Nothing contained in this Option Agreement, the Plan or any Exercise Agreement constitutes a continued employment or service commitment by the Company or any of its Affiliates, affects the Participant’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Company or any Affiliate, interferes in any way with the right of the Company or any Affiliate at any time to terminate such employment or service, or affects the right of the Company or any Affiliate to increase or decrease the Participant’s other compensation.

3. Exercise of Option.

To the extent that the Participant desires to exercise a portion of the Option that is then vested, the Participant shall deliver to the Company an executed Option Exercise and Ordinary Share Purchase Agreement in substantially the form attached hereto as Exhibit A and satisfy the other exercise procedures described below. To the extent that the Participant desires to exercise a portion of the Option that is not vested, the Participant shall deliver to the Company an executed Option Exercise and Ordinary Share Purchase Agreement in substantially the form attached hereto as Exhibit B and satisfy the other exercise procedures described below. The applicable form of Option Exercise and Ordinary Share Purchase Agreement is referred to as the “Exercise Agreement.”

The Option shall be exercisable (whether the exercise is with respect to the vested or the unvested portion of the Option, as described above) by the delivery to the Secretary of the Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of:

• an executed Exercise Agreement (stating the number of Ordinary Shares to be purchased pursuant to the Option) in substantially the form attached hereto as Exhibit A or Exhibit B, as applicable, or such other form as the Administrator may require from time to time;

• payment in full for the Exercise Price of the shares to be purchased, in cash or by electronic funds transfer to the Company, or by certified or cashier’s check payable to the order of the Company subject to such specific procedures or directions as the Administrator may establish;

• any written statements or agreements required pursuant to Section 7.5.1 of the Plan; and

• satisfaction of the tax withholding provisions of Section 7.6.1 of the Plan.

The Administrator also may, but is not required to, authorize a non-cash payment alternative specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be paid in full or in part by delivery to the Company of:

• Ordinary Shares already owned by the Participant, valued at their Fair Market Value on the exercise date, provided, however, that any shares acquired directly from the Company (upon exercise of an option or otherwise) must have been owned by the Participant for at least six (6) months before the date of such exercise; and/or

2

• if the Ordinary Shares are then registered under the Exchange Act or a similar statute in a jurisdiction other than the United States and listed or quoted on a recognized national securities exchange or in the NASDAQ National Market Quotation System, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of Ordinary Shares acquired upon exercise of the Option and deliver to the Company the amount necessary to pay the Exercise Price (and, if applicable, the amount of any related tax withholding obligations); and/or

• a note meeting the requirements of Section 5.3.3 of the Plan (or, in the case of tax loans, Section 7.6.2 of the Plan).

An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. If the Option is designated as an ISO, the Option may be rendered a Nonqualified Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

The Participant (and his/her spouse, if any) hereby acknowledges and confirms that the delivery to the Company of a duly signed Power of Attorney for use in connection with the foreign exchange registration for overseas investment by natural persons of the People’s Republic of China (the “PRC”) in substantially the form provided by the Company is a condition to the Participant’s receiving the Shares upon the exercise of the applicable installment of the Option and the rights and benefits under this Option Agreement, and the Participant undertakes to take, or cause to be taken, such other actions as reasonably requested by the Company in order to complete such foreign exchange registration.

4. Early Termination of Option.

The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of:

• the termination of the Participant’s employment or services as provided in Section 5.7 of the Plan, or

• the termination of the Option pursuant to Section 7.3 of the Plan.

Notwithstanding any post-termination exercise period provided for herein or in the Plan, an Option will qualify as an ISO only if it is exercised within the applicable exercise periods for ISOs under, and meets all of the other requirements of, the Code. If the Option is designated as an ISO and is not exercised within the applicable exercise periods for ISOs or does not meet such other requirements, the Option will be rendered a Nonqualified Option.

5. Non-Transferability and Other Restrictions.

The Option and any other rights of the Participant under this Option Agreement or the Plan are nontransferable and exercisable only by the Participant, except as set forth in Section 7.2 of the Plan. Any Ordinary Shares issued on exercise of the Option are subject to substantial restrictions on transfer, and are subject to call, rights of first refusal, and other rights in favor of the Company as set forth herein and in the Exercise Agreement.

3

6. Securities Law Compliance.

The Participant acknowledges that the Option and the Ordinary Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations:

• The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the Ordinary Shares solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable securities laws.

• The Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Ordinary Shares purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase Ordinary Shares. However, in evaluating the merits and risks of an investment in the Ordinary Shares, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors, and/or investment advisors.

• The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Ordinary Shares to an amount in excess of the Exercise Price, and that any investment in ordinary shares of a closely held entity such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss.

• The Participant understands that any Ordinary Shares acquired on exercise of the Option will be characterized as “restricted securities” under the U.S. federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar.

• The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the applicable Exercise and Agreement, which are imposed on the Option and any Ordinary Shares which may be acquired upon exercise of the Option.

4

• At no time was an oral representation made to the Participant relating to the Option or the purchase of Ordinary Shares and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Ordinary Shares.

7. Lock-Up Agreement.

Neither the Participant (nor any permitted transferee) may, directly or indirectly, offer, sell or transfer or dispose of any of the Ordinary Shares acquired upon exercise of the Option (whether vested or unvested) (the “Shares”) or any interest therein (or agree to do any thereof) (collectively, a “Transfer”) during the period commencing as of 14 days prior to and ending 180 days, or such lesser period of time as the relevant underwriters may permit, after the effective date of a registration statement covering any public offering of the Company’s securities of which the Participant has notice. (The term “Participant” includes, where the context so requires, any permitted direct or indirect transferee of the Participant.) The Participant shall agree and consent to the entry of stop transfer instructions with the Company’s transfer agent against the Transfer of the Company’s securities beneficially owned by the Participant and shall conform the limitations hereunder and under the Exercise Agreement by agreement with and for the benefit of the relevant underwriters by a lock-up agreement or other agreement in customary form. Notwithstanding anything else herein to the contrary, this Section 7 shall not be construed so as to prohibit the Participant from participating in a registration or a public offering of the Ordinary Shares with respect to any shares which he or she may hold at that time, provided, however, that such participation shall be at the sole discretion of the Board.

8. Limited Call Right; Mandatory Sale; Transfer Restrictions.

8.1 Company’s Call Right. The Company shall have the right (but not the obligation), subject to the terms and conditions of this Section 8, to repurchase in one or more transactions in connection with the Participant’s termination of employment or services to the Company or any of its Affiliates, and the Participant (or any permitted transferee) shall be obligated to sell any of the Shares acquired upon exercise of the Option (to the extent that such Shares have vested pursuant to Section 1) at the Repurchase Price (as defined below) (the “Call Right”). To exercise the Call Right, the Company must give written notice thereof to the Participant (the “Call Notice”). The Call Notice is irrevocable by the Company and must (a) be in writing and signed by an authorized officer of the Company, (b) set forth the Company’s intent to exercise the Call Right and contain the total number of Shares to be sold to the Company pursuant to the Call Right, (c) be mailed or delivered in accordance with Section 11, and (d) be so mailed or delivered during the Notice Period (determined in accordance with the following sentence). The “Notice Period” shall:

(a) commence on the Participant’s Severance Date (determined in accordance with the Plan); and

(b) terminate on the date that is ninety (90) days after the Participant’s Severance Date.

5

The Call Right shall apply only to Shares owned by the Participant for at least six months after the date the Shares were acquired on exercise of the Option or such other period, if any, as the Administrator prescribes based on accounting or other applicable rules then in effect (unless an earlier date is required in order for the Call Right to be validly exercised under applicable law), whether or not the purchase price is still owing under any note used to finance the purchase.

8.2 Repurchase Price. The price per Share to be paid by the Company upon settlement of the Company’s Call Right (the “Repurchase Price”) shall equal (i) in the event of the repurchase of Restricted Shares, the lesser of (a) the price paid by the Participant to exercise the option and acquire such Share or (b) the Fair Market Value of a Share determined as of the date of the Call Notice, or (ii) in the event of the repurchase of Shares other than Restricted Shares, the Fair Market Value of a Share determined as of the date of the Call Notice. No adjustments (other than pursuant to Section 8.3.1 of the Plan) shall be made to the Repurchase Price as so determined for fluctuations in the Fair Market Value of the Ordinary Shares after the date of the Call Notice.

8.3 Closing. The closing of any repurchase under this Section 8 shall be at a date to be specified by the Company, such date to be no later than thirty (30) days after the date of the Call Notice. The aggregate Repurchase Price for the shares to be repurchased shall be paid at the closing in the form of a check or by cancellation of money purchase indebtedness against surrender by the Participant of a share certificate evidencing the Shares with duly endorsed share powers.

8.4 Repurchase of Restricted Shares. The Company shall have the right (but not the obligation) to repurchase in one or more transactions in connection with the Participant’s termination of employment or services to the Company or any of its Affiliates, and the Participant (or any permitted transferee) shall be obligated to sell, any Restricted Shares acquired upon exercise of the Option to the extent that such Restricted Shares have not vested pursuant to Section 1 as of the Participant’s Severance Date. Any such repurchase by the Company shall be made in accordance with Section 5 of the applicable Exercise Agreement.

8.5 Termination of Call Right. The Company’s Call Right to repurchase Shares that are vested pursuant to Section 1 as of the Participant’s Severance Date shall terminate to the extent that it is not exercised prior to the Public Offering Date. The Company’s right to repurchase Shares that are not vested pursuant to Section 1 as of the Participant’s Severance Date shall continue in effect notwithstanding any Public Offering Date.

8.6 Assignment. Notwithstanding anything to the contrary, the Company may assign any or all of its rights under this Section 8 to one or more shareholders of the Company.

9. Right of First Refusal.

The Company shall have a right of first refusal, as set forth below, to purchase the Shares acquired upon exercise of the Option before the Shares (or any interest in them) can be validly transferred to any other person or entity.

9.1 Notice of Intent to Sell. Before there can be a valid sale or transfer of any Shares (or any interest in them) by any holder thereof, the holder shall first give notice in writing to the Company, mailed or delivered in accordance with the provisions of Section 11, of his or her intention to sell or transfer such Shares (the “Option Notice”).

6

The Option Notice shall specify the identity of the proposed transferee, the number of Shares to be sold or transferred to the transferee, the price per Share and the terms upon which such holder intends to make such sale or transfer. If the payment terms for the Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of that payment. The determination of a fair value equivalent shall be made in the Company’s best judgment and such determination shall be mailed or delivered to the selling or transferring shareholder (the “Company’s Notice”) within ten (10) days of its receipt of the Option Notice. Should the selling or transferring shareholder disagree with the Company’s determination of a fair value equivalent, he or she shall have the right (the “Retraction Right”) to retract the proposed sale or transfer to a third party and the offer of Shares to the Company pursuant to the Option Notice (such retraction to be made in writing and mailed or delivered in accordance with the provisions of Section 11). If the shareholder again proposes to sell or transfer the Shares, the shareholder shall again offer such Shares to the Company pursuant to the terms of this Section 9 prior to any sale or transfer.

9.2 Option to Purchase. Subject to the selling shareholder’s Retraction Right, during the sixty (60)-day period commencing upon receipt of the Option Notice by the Company (the “Option Period”), the Company shall have an option to purchase any or all of the Shares specified in the Option Notice at the price offered therein (the “Right of First Refusal”).

9.3 Purchase of Shares. Not more than thirty (30) days after receipt of the Option Notice, the Company shall give written notice to the shareholder desiring to sell or transfer Shares of the number of such Shares to be purchased (or, if no Shares are to be purchased, stating such fact) by the Company pursuant to the terms of this Section 9 (the “Purchase Notice”). Purchases pursuant to this Section 9 shall be consummated within thirty (30) days after delivery of the Purchase Notice to the selling shareholder, but in no event later than the expiration of the Option Period. The purchase price shall be paid at the closing in cash, by check, by cancellation of money purchase indebtedness, or, if the payment terms set forth in the Option Notice differ from payment in cash or by check at closing, in accordance with the payment terms set forth in the Option Notice (or payment of the amount set forth in the Company’s Notice in cash, by cancellation of money purchase indebtedness, or by check). The purchase price shall be paid against surrender by the selling shareholder of a share certificate evidencing the number of Shares specified in the Option Notice, with duly endorsed share powers.

9.4 Ability to Sell Unpurchased Shares. Unless all of the Shares referred to in the Option Notice are to be purchased as indicated in the Purchase Notice, the shareholder desiring to sell or transfer may dispose of any Shares referred to in the Option Notice that are not to be purchased by the Company to the person or persons specified in the Option Notice during a period of twenty (20) days commencing upon his or her receipt of the Purchase Notice; provided, however, that he or she shall not sell or transfer such Shares (a) at a lower price or on terms more favorable to the Participant or transferee than those specified in the Option Notice, and (b) to a person other than the person or persons specified in the Option Notice; and provided further that such transfer is consistent with the other provisions and limitations of the Plan, this Option Agreement (including these Terms), and the Exercise Agreement. If the transfer is not consummated within such twenty (20) day period, the shareholder shall again offer such Shares to the Company pursuant to the terms of this Section 9 prior to any sale or transfer to the same or any other person.

7

9.5 Assignment. Notwithstanding anything to the contrary, the Company may assign any or all of its rights under this Section 9 to one or more shareholders of the Company.

9.6 Termination of Right of First Refusal. The Company’s Right of First Refusal shall terminate to the extent that it is not exercised prior to the Public Offering Date.

10. No Shareholder Rights Following Exercise of a Call or Repurchase.

If the Participant (or any permitted transferee) holds Shares as to which the Call Right or the Right of First Refusal has been exercised (in connection with the termination of the Participant’s employment or otherwise), the Participant shall be entitled to the value of such shares in accordance with the provisions of Section 8 or 9, as applicable, but (unless otherwise required by law) shall no longer be entitled to participation in the Company or other rights as a shareholder with respect to the shares subject to the call or repurchase. To the maximum extent permitted by law, the Participant’s rights following the exercise of the Call Right or Right of First Refusal shall, with respect to the call or repurchase and the Shares covered thereby, be solely the rights that he or she has as a general creditor of the Company to receive payment of the amount specified in Section 8 or 9, as applicable.

11. Notices.

Any notice to be given under the terms of this Option Agreement or any Exercise Agreement shall be in writing and addressed to the Company at its principal office to the attention of the Secretary, and to the Participant at the address reflected or last reflected on the Company’s payroll records. Any notice shall be delivered in person or shall be enclosed in a properly sealed envelope, addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office. Any such notice shall be given only when received, but if the Participant is no longer an Eligible Person, shall be deemed to have been duly given five (5) business days after the date mailed in accordance with the foregoing provisions of this Section 11.

12. Plan.

The Option and all rights of the Participant under this Option Agreement are subject to, and the Participant agrees to be bound by, all of the terms and conditions of the Plan, incorporated herein by this reference. In the event of a conflict or inconsistency between the terms and conditions of this Option Agreement and of the Plan, the terms and conditions of the Plan shall govern. The Participant agrees to be bound by the terms of the Plan and of this Option Agreement (including the Terms). The Participant acknowledges having read and understood the Plan, the Option Questions & Answers for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

8

13. Entire Agreement.

This Option Agreement (including these Terms and together with the forms of Exercise Agreement attached hereto) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan, this Option Agreement and the Exercise Agreements may be amended pursuant to Section 7.7 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof or of the Exercise Agreements in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

14. Satisfaction of All Rights to Equity.

The Option is in complete satisfaction of any and all rights that the Participant may have (under an employment, consulting, or other written or oral agreement with the Company or any of its Affiliates, or otherwise) to receive (1) options or share awards with respect to the securities of the Company or any of its Affiliates, and/or (2) any other equity or derivative security in or with respect to the Company or any of its Affiliates. This Option Agreement supersedes the terms of all prior understandings and agreements, written or oral, of the parties with respect to such matters. The Participant shall have no further rights or benefits under any prior agreement conveying any right with respect to any security or derivative security in or with respect to the Company or any of its Affiliates. The foregoing notwithstanding, this Section 14 shall not adversely affect the Participant’s rights under any prior option or share award agreement under the Plan (provided such agreement is expressly labeled as an option or share award agreement under the Plan and is similar in form to this Option Agreement) which has been signed by an authorized officer of the Company.

15. Governing Law; Limited Rights; Severability.

15.1. Cayman Islands Law; Construction. This Option Agreement and the Exercise Agreements shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands without regard to conflict of law principles thereunder. The terms of the Option grant have resulted from the negotiations of the parties and each of the parties has had an opportunity to obtain and consult with its own counsel. The language of all parts of the Plan, this Option Agreement (including these Terms) and the Exercise Agreements shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties.

15.2. Limited Rights. The Participant has no rights as a shareholder of the Company with respect to the Option as set forth in Section 7.8 of the Plan. The Option does not place any limit on the corporate authority of the Company as set forth in Section 7.15 of the Plan.

15.3. Arbitration.

(a) Any dispute, controversy or claim arising out of or in connection with or relating to this Option Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through arbitration. A dispute may be submitted to arbitration upon the request of

9

either party with written notice to the other (the “Notice”). The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”). There shall be three (3) arbitrators. Each party shall nominate one (1) arbitrator within thirty (30) days after the delivery of the Notice to the other party. The appointment of party nominated arbitrators shall be confirmed by the Centre. Both arbitrators shall agree on the third arbitrator within thirty (30) days of their confirmation by the Centre. Should either party fail to appoint an arbitrator or should the two arbitrators fail within thirty (30) days to reach agreement on the third arbitrator, such arbitrator shall be appointed by the Secretary General of the Centre.

(b) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered by the Centre at the time of the arbitration. However, if such rules conflict with the provisions of this Section 15.3, including the provisions concerning the appointment of an arbitrator(s), the provisions of this Section 15.3 shall prevail.

(c) The arbitrators shall decide any dispute submitted by the parties strictly in accordance with the substantive laws of the Cayman Islands and shall not apply any other substantive law.

(d) Each party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party.

(e) The costs of arbitration shall be borne by the losing party, unless otherwise determined by the arbitration tribunal.

(f) When any dispute occurs and when any dispute is under arbitration, except for the matters in dispute, the parties shall continue to fulfill their respective obligations and shall be entitled to exercise their rights under this Agreement.

(g) The award of the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

15.4. Severability. If the arbitrator selected in accordance with Section 15.3 or a court of competent jurisdiction determines that any portion of this Option Agreement, the Plan, or the applicable Exercise Agreement is in violation of any statute or public policy, then only the portions of this Option Agreement, the Plan, or the applicable Exercise Agreement, as applicable, which violate such statute or public policy shall be stricken, and all portions of this Option Agreement, the Plan, and the applicable Exercise Agreement which do not violate any statute or public policy shall continue in full force and effect. Furthermore, it is the parties’ intent that any court order striking any portion of this Option Agreement, the Plan, and/or the applicable Exercise Agreement should modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties hereunder.

10

15.5. Shareholder Approval. Notwithstanding anything else contained herein to the contrary, the Option and all rights of the Participant under this Option Agreement are subject to approval of the Plan by the Company’s shareholders (such approval to be obtained in accordance with the terms of the Plan, the Company’s Memorandum and Articles of Association, and applicable law) within twelve (12) months after the Effective Date of the Plan.

15.6. PRC Law; Foreign Exchange and Tax Compliance. Notwithstanding anything to the contrary in this Option Agreement, with respect to any Participant who is a PRC citizen, resides or resided in China at any time since January 1, 2004, or otherwise, as the Administrator in its sole discretion may determine, may be deemed as a “domestic resident” as defined in the Circular No. 75 (and/or such successor Circular, the “SAFE Circular”) issued by the State Administration of Foreign Exchange of the PRC issued on October 21, 2005 (a “PRC Participant”), the Option shall become exercisable only upon the written confirmation from the PRC Participant, or counsel to the Company, in form and substance reasonably satisfactory to the Administrator that

(A) (a) such PRC Participant is not subject to the registration or other compliance requirement of the SAFE Circular or (b) such PRC Participant (i) is subject is subject to such registration and compliance requirement of the SAFE Circular and (ii) has complied with such registration requirement of the SAFE Circular; and

(B) the exercise of the Option by the PRC Participant will not violate any applicable laws or regulations of the PRC and will not subject the Participant or the Company to any filing or registration with, or obtain any approval or permit from, any PRC governmental or regulatory authorities (“PRC Compliance”) which, as the Administrator may determine in its sole discretion, would be unreasonably burdensome on the Company or is likely to have a material adverse effect on the Company’s business, operations or prospects.

The PRC Participant shall have executed a Power of Attorney in the form provided by the Company authorizing the Company (or any representative designated by the Company) to take such actions and execute such instruments on behalf of such PRC Participant in the event where such PRC Compliance is required but is determined by the Administrator as acceptable to the Company, and the PRC Participant agrees to take any additional actions and execute any additional instruments as may be requested by the Company to ensure such compliance.

In addition, notwithstanding anything else contained herein to the contrary, the Administrator may, at its discretion, limit the method of Option exercise to a cashless method for PRC Participants for purpose of such PRC Compliance. Such discretion includes and is not limited to the required exchange of proceeds by the Administrator into Renminbi for transmittal to such PRC Participants, deductions for fees associated with the exchange, and deductions for PRC taxes, as may be necessary to comply with applicable PRC foreign exchange and tax regulations.

(Remainder of Page Intentionally Left Blank)

11

MONTAGE TECHNOLOGY GROUP LIMITED

2006 SHARE INCENTIVE PLAN

OPTION AGREEMENT

THIS OPTION AGREEMENT (this “Option Agreement”), dated             , by and between Montage Technology Group Limited, an exempted company organized under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), and              (the “Participant”) evidences the option (the “Option”) granted by the Company to the Participant as to the number of the Company’s Ordinary Shares, par value US$0.005 per share, first set forth below.

Number of Ordinary Shares:1	_____________	Award Date:
Exercise Price per Share:1	U.S. $	Expiration Date:1,2
Vesting Commencement Date:	____________
Type of Option (check one):	Nonqualified Option	[            ]
	Incentive Stock Option	[            ]

Vesting^1,2 The Option shall become vested as to 25% of the total number of Ordinary Shares subject to the Option on the first anniversary of the Vesting Commencement Date. The remaining 75% of the total number of Ordinary Shares subject to the Option shall vest in 36 substantially equal monthly installments, with the first installment vesting on the last day of the month following the month in which the first anniversary of the Vesting Commencement Date occurs and an additional installment vesting on the last day of each of the 35 months thereafter.

The Option is granted under the Montage Technology Group Limited 2006 Share Incentive Plan (the “Plan”) and subject to the Terms and Conditions of Option (the “Terms”) attached to this Option Agreement (incorporated herein by this reference) and to the Plan. The Option has been granted to the Participant in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Participant. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Option set forth herein. The Participant acknowledges receipt of a copy of the Terms, the Plan and the Option Questions & Answers for the Plan, specifically acknowledges and agrees to Section 14 of the Terms, and agrees to maintain in confidence all information provided to him/her in connection with the Option.

“PARTICIPANT”	MONTAGE TECHNOLOGY GROUP
	LIMITED,
Signature	an exempted company organized under the
	Companies Law (2004 Revision) of the
Print Name	Cayman Islands
	By:
Address
	Its:
City, State, Zip Code

¹  Subject to adjustment under Section 7.3.1 of the Plan.

²  Subject to early termination under Section 5.7 or 7.3 of the Plan.

CONSENT OF SPOUSE

In consideration of the Company’s execution of this Option Agreement, the undersigned spouse of the Participant agrees to be bound by all of the terms and provisions hereof and of the Plan.

Signature of Spouse Date

2

TERMS AND CONDITIONS OF OPTION

1. Vesting; Limits on Exercise.

Subject to other provisions of this Option Agreement, the Option shall vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the cover page of this Option Agreement. The Option may be exercised only to the extent the Option is vested and exercisable.

• Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Participant has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.

• Restricted Shares. If the Participant elects to exercise all or any portion of the Option before it has fully vested, the Ordinary Shares acquired upon exercise of the Option which are attributable to the unvested portion of the Option shall be Restricted Shares (as such term is defined in the Plan). Such Restricted Shares shall continue to vest in accordance with the vesting schedule set forth on the cover page of this Option Agreement.

• No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.

• Minimum Exercise. No fewer than 100 Ordinary Shares (subject to adjustment under Section 7.3.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.

• ISO Value Limit. If the Option is designated as an Incentive Stock Option (an “ISO”), as indicated on the cover page of this Option Agreement, and if the aggregate fair market value of the shares with respect to which ISOs (whether granted under the Option or otherwise) first become exercisable by the Participant in any calendar year exceeds U.S. $100,000, as measured on the applicable Award Dates, the limitations of Section 5.5.1 of the Plan shall apply and to such extent the Option will be rendered a Nonqualified Option.

2. Continuance of Employment/Service Required; No Employment/Service Commitment.

The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan.

Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Company or any of its Affiliates, affects the Participant’s status, if he or she is an employee, as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Company or any Affiliate, interferes in any way with the right of the Company or any Affiliate at any time to terminate such employment or service, or affects the right of the Company or any Affiliate to increase or decrease the Participant’s other compensation.

1

3. Method of Exercise of Option.

The Option shall be exercisable by the delivery to the Secretary of the Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of:

• an executed Option Exercise and Ordinary Share Purchase Agreement (stating the number of Ordinary Shares to be purchased pursuant to the Option) in substantially the form attached hereto as Exhibit A or such other form as the Administrator may require from time to time (the “Exercise Agreement”);

• payment in full for the Exercise Price of the shares to be purchased, in cash or by electronic funds transfer to the Company, or by certified or cashier’s check payable to the order of the Company subject to such specific procedures or directions as the Administrator may establish;

• any written statements or agreements required pursuant to Section 7.5.1 of the Plan; and

• satisfaction of the tax withholding provisions of Section 7.6.1 of the Plan.

The Administrator also may, but is not required to, authorize a non-cash payment alternative specified below at or prior to the time of exercise. In which case, the Exercise Price and/or applicable withholding taxes, to the extent so authorized, may be paid in full or in part by delivery to the Company of:

• Ordinary Shares already owned by the Participant, valued at their Fair Market Value on the exercise date, provided, however, that any shares acquired directly from the Company (upon exercise of an option or otherwise) must have been owned by the Participant for at least six (6) months before the date of such exercise; and/or

• if the Ordinary Shares are then registered under the Exchange Act or a similar statute in a jurisdiction other than the United States and listed or quoted on a recognized national securities exchange or in the NASDAQ National Market Quotation System, irrevocable instructions to a broker to, upon exercise of the Option, promptly sell a sufficient number of Ordinary Shares acquired upon exercise of the Option and deliver to the Company the amount necessary to pay the Exercise Price (and, if applicable, the amount of any related tax withholding obligations); and/or

• a note meeting the requirements of Section 5.3.3 of the Plan (or, in the case of tax loans, Section 7.6.2 of the Plan).

An Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. If the Option is designated as an ISO, the Option may be rendered a Nonqualified Option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

2

The Participant (and his/her spouse, if any) hereby acknowledges and confirms that the delivery to the Company of a duly signed Power of Attorney for use in connection with the foreign exchange registration for overseas investment by natural persons of the People’s Republic of China (the “PRC”) in substantially the form provided by the Company is a condition to the Participant’s receiving the Shares upon the exercise of the applicable installment of the Option and the rights and benefits under this Option Agreement, and the Participant undertakes to take, or cause to be taken, such other actions as reasonably requested by the Company in order to complete such foreign exchange registration.

4. Early Termination of Option.

The Option, to the extent not previously exercised, and all other rights in respect thereof, whether vested and exercisable or not, shall terminate and become null and void prior to the Expiration Date in the event of:

• the termination of the Participant’s employment or services as provided in Section 5.7 of the Plan, or

• the termination of the Option pursuant to Section 7.3 of the Plan.

Notwithstanding any post-termination exercise period provided for herein or in the Plan, an Option will qualify as an ISO only if it is exercised within the applicable exercise periods for ISOs under, and meets all of the other requirements of, the Code. If the Option is designated as an ISO and is not exercised within the applicable exercise periods for ISOs or does not meet such other requirements, the Option will be rendered a Nonqualified Option.

5. Non-Transferability and Other Restrictions.

The Option and any other rights of the Participant under this Option Agreement or the Plan are nontransferable and exercisable only by the Participant, except as set forth in Section 7.2 of the Plan. Any Ordinary Shares issued on exercise of the Option are subject to substantial restrictions on transfer, and are subject to call, rights of first refusal and other rights in favor of the Company as set forth herein and in the Exercise Agreement.

3

6. Securities Law Compliance.

The Participant acknowledges that the Option and the Ordinary Shares are not being registered under the Securities Act, based, in part, in reliance upon an exemption from registration under Securities and Exchange Commission Rule 701 promulgated under the Securities Act, and a comparable exemption from qualification under applicable state securities laws, as each may be amended from time to time. The Participant, by executing this Option Agreement, hereby makes the following representations to the Company and acknowledges that the Company’s reliance on federal and state securities law exemptions from registration and qualification is predicated, in substantial part, upon the accuracy of these representations:

• The Participant is acquiring the Option and, if and when he/she exercises the Option, will acquire the Ordinary Shares solely for the Participant’s own account, for investment purposes only, and not with a view to or an intent to sell, or to offer for resale in connection with any unregistered distribution, all or any portion of the shares within the meaning of the Securities Act and/or any applicable securities laws.

• The Participant has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the Option and the restrictions imposed on any Ordinary Shares purchased upon exercise of the Option. The Participant has been furnished with, and/or has access to, such information as he or she considers necessary or appropriate for deciding whether to exercise the Option and purchase Ordinary Shares. However, in evaluating the merits and risks of an investment in the Ordinary Shares, the Participant has and will rely upon the advice of his/her own legal counsel, tax advisors and/or investment advisors.

• The Participant is aware that the Option may be of no practical value, that any value it may have depends on its vesting and exercisability as well as an increase in the Fair Market Value of the underlying Ordinary Shares to an amount in excess of the Exercise Price, and that any investment in ordinary shares of a closely held entity such as the Company is non-marketable, non-transferable and could require capital to be invested for an indefinite period of time, possibly without return, and at substantial risk of loss.

• The Participant understands that any Ordinary Shares acquired on exercise of the Option will be characterized as “restricted securities” under the U.S. federal securities laws, and that, under such laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances, including in accordance with the conditions of Rule 144 promulgated under the Securities Act, as presently in effect, with which the Participant is familiar.

• The Participant has read and understands the restrictions and limitations set forth in the Plan, this Option Agreement (including these Terms), and the Exercise Agreement, which are imposed on the Option and any Ordinary Shares which may be acquired upon exercise of the Option.

4

• At no time was an oral representation made to the Participant relating to the Option or the purchase of Ordinary Shares and the Participant was not presented with or solicited by any promotional meeting or material relating to the Option or the Ordinary Shares.

7. Lock-Up Agreement.

Neither the Participant (nor any permitted transferee) may, directly or indirectly, offer, sell or transfer or dispose of any of the Ordinary Shares acquired upon exercise of the Option (the “Shares”) or any interest therein (or agree to do any thereof) (collectively, a “Transfer”) during the period commencing as of 14 days prior to and ending 180 days, or such lesser period of time as the relevant underwriters may permit, after the effective date of a registration statement covering any public offering of the Company’s securities of which the Participant has notice. (The term “Participant” includes, where the context so requires, any permitted direct or indirect transferee of the Participant.) The Participant shall agree and consent to the entry of stop transfer instructions with the Company’s transfer agent against the Transfer of the Company’s securities beneficially owned by the Participant and shall conform the limitations hereunder and under the Exercise Agreement by agreement with and for the benefit of the relevant underwriters by a lock-up agreement or other agreement in customary form. Notwithstanding anything else herein to the contrary, this Section 7 shall not be construed so as to prohibit the Participant from participating in a registration or a public offering of the Ordinary Shares with respect to any shares which he or she may hold at that time, provided, however, that such participation shall be at the sole discretion of the Board.

8. Limited Call Right; Mandatory Sale; Transfer Restrictions.

8.1 Company’s Call Right. The Company shall have the right (but not the obligation), subject to the terms and conditions of this Section 8, to repurchase in one or more transactions in connection with the Participant’s termination of employment or services to the Company or any of its Affiliates, and the Participant (or any permitted transferee) shall be obligated to sell any of the Shares acquired upon exercise of the Option at the Repurchase Price (as defined below) (the “Call Right”). To exercise the Call Right, the Company must give written notice thereof to the Participant (the “Call Notice”). The Call Notice is irrevocable by the Company and must (a) be in writing and signed by an authorized officer of the Company, (b) set forth the Company’s intent to exercise the Call Right and contain the total number of Shares to be sold to the Company pursuant to the Call Right, (c) be mailed or delivered in accordance with Section 11, and (d) be so mailed or delivered during the Notice Period (determined in accordance with the following sentence). The “Notice Period” shall:

(a) commence on the Participant’s Severance Date (determined in accordance with the Plan); and

(b) terminate on the date that is ninety (90) days after the Participant’s Severance Date.

The Call Right shall apply only to Shares owned by the Participant for at least six (6) months after the date the Shares were acquired on exercise of the Option or such other period, if any, as the Administrator prescribes based on accounting or other applicable rules then in effect (unless an earlier date is required in order for the Call Right to be validly exercised under applicable law), whether or not the purchase price is still owing under any note used to finance the purchase.

5

8.2 Repurchase Price. The price per Share to be paid by the Company upon settlement of the Company’s Call Right (the “Repurchase Price”) shall equal (i) in the event of the repurchase of Restricted Shares, the lesser of (a) the price paid by the Participant to exercise the option and acquire such Share or (b) the Fair Market Value of a Share determined as of the date of the Call Notice, or (ii) in the event of the repurchase of Shares other than Restricted Shares, the Fair Market Value of a Share determined as of the date of the Call Notice.

8.3 Closing. The closing of any repurchase under this Section 8 shall be at a date to be specified by the Company, such date to be no later than thirty (30) days after the date of the Call Notice. The purchase price shall be paid at the closing in the form of a check or by cancellation of money purchase indebtedness against surrender by the Participant of a share certificate evidencing the Shares with duly endorsed share powers. No adjustments (other than pursuant to Section 8.3.1 of the Plan) shall be made to the purchase price for fluctuations in the fair market value of the Ordinary Shares after the date of the Call Notice.

8.4 Termination of Call Right. The Company’s Call Right shall terminate to the extent that it is not exercised prior to the Public Offering Date.

8.5 Assignment. Notwithstanding anything to the contrary, the Company may assign any or all of its rights under this Section 8 to one or more shareholders of the Company.

9. Right of First Refusal.

The Company shall have a right of first refusal, as set forth below, to purchase the Shares acquired upon exercise of the Option before the Shares (or any interest in them) can be validly transferred to any other person or entity.

9.1 Notice of Intent to Sell. Before there can be a valid sale or transfer of any Shares (or any interest in them) by any holder thereof, the holder shall first give notice in writing to the Company, mailed or delivered in accordance with the provisions of Section 11, of his or her intention to sell or transfer such Shares (the “Option Notice”).

The Option Notice shall specify the identity of the proposed transferee, the number of Shares to be sold or transferred to the transferee, the price per Share and the terms upon which such holder intends to make such sale or transfer. If the payment terms for the Shares described in the Option Notice differ from delivery of cash or a check at closing, the Company shall have the option, as set forth herein, of purchasing the Shares for cash (or a cash equivalent) at closing in an amount which the Company determines is a fair value equivalent of that payment. The determination of a fair value equivalent shall be made in the Company’s best judgment and such determination shall be mailed or delivered to the selling or transferring shareholder (the “Company’s Notice”) within ten (10) days of its receipt of the Option Notice. Should the selling or transferring shareholder disagree with the Company’s determination of a fair value equivalent, he or she shall have the right (the “Retraction Right”) to retract the proposed sale or transfer to a third party and the offer of Shares to the Company pursuant to the Option Notice

6

(such retraction to be made in writing and mailed or delivered in accordance with the provisions of Section 11). If the shareholder again proposes to sell or transfer the Shares, the shareholder shall again offer such Shares to the Company pursuant to the terms of this Section 9 prior to any sale or transfer.

9.2 Option to Purchase. Subject to the selling shareholder’s Retraction Right, during the sixty (60)-day period commencing upon receipt of the Option Notice by the Company (the “Option Period”), the Company shall have an option to purchase any or all of the Shares specified in the Option Notice at the price offered therein (the “Right of First Refusal”).

9.3 Purchase of Shares. Not more than thirty (30) days after receipt of the Option Notice, the Company shall give written notice to the shareholder desiring to sell or transfer Shares of the number of such Shares to be purchased (or, if no Shares are to be purchased, stating such fact) by the Company pursuant to the terms of this Section 9 (the “Purchase Notice”). Purchases pursuant to this Section 9 shall be consummated within thirty (30) days after delivery of the Purchase Notice to the selling shareholder, but in no event later than the expiration of the Option Period. The purchase price shall be paid at the closing in cash, by check, by cancellation of money purchase indebtedness, or, if the payment terms set forth in the Option Notice differ from payment in cash or by check at closing, in accordance with the payment terms set forth in the Option Notice (or payment of the amount set forth in the Company’s Notice in cash, by cancellation of money purchase indebtedness, or by check). The purchase price shall be paid against surrender by the selling shareholder of a share certificate evidencing the number of Shares specified in the Option Notice, with duly endorsed share powers.

9.4 Ability to Sell Unpurchased Shares. Unless all of the Shares referred to in the Option Notice are to be purchased as indicated in the Purchase Notice, the shareholder desiring to sell or transfer may dispose of any Shares referred to in the Option Notice that are not to be purchased by the Company to the person or persons specified in the Option Notice during a period of twenty (20) days commencing upon his or her receipt of the Purchase Notice; provided, however, that he or she shall not sell or transfer such Shares (a) at a lower price or on terms more favorable to the Participant or transferee than those specified in the Option Notice and (b) to a person other than the person or persons specified in the Option Notice; and provided further that such transfer is consistent with the other provisions and limitations of the Plan, this Option Agreement (including these Terms), and the Exercise Agreement. If the transfer is not consummated within such twenty (20) day period, the shareholder shall again offer such Shares to the Company pursuant to the terms of this Section 9 prior to any sale or transfer to the same or any other person.

9.5 Assignment. Notwithstanding anything to the contrary, the Company may assign any or all of its rights under this Section 9 to one or more shareholders of the Company.

9.6 Termination of Right of First Refusal. The Company’s Right of First Refusal shall terminate to the extent that it is not exercised prior to the Public Offering Date.

7

10. No Shareholder Rights Following Exercise of a Call or Repurchase.

If the Participant (or any permitted transferee) holds Shares as to which the Call Right or the Right of First Refusal has been exercised (in connection with the termination of the Participant’s employment or otherwise), the Participant shall be entitled to the value of such shares in accordance with the provisions of Section 8 or 9, as applicable, but (unless otherwise required by law) shall no longer be entitled to participation in the Company or other rights as a shareholder with respect to the shares subject to the call or repurchase. To the maximum extent permitted by law, the Participant’s rights following the exercise of the Call Right or Right of First Refusal shall, with respect to the call or repurchase and the Shares covered thereby, be solely the rights that he or she has as a general creditor of the Company to receive payment of the amount specified in Section 8 or 9, as applicable.

11. Notices.

Any notice to be given under the terms of this Option Agreement or the Exercise Agreement shall be in writing and addressed to the Company at its principal office to the attention of the Secretary, and to the Participant at the address reflected or last reflected on the Company’s payroll records. Any notice shall be delivered in person or shall be enclosed in a properly sealed envelope, addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office. Any such notice shall be given only when received, but if the Participant is no longer an Eligible Person, shall be deemed to have been duly given five (5) business days after the date mailed in accordance with the foregoing provisions of this Section 11.

12. Plan.

The Option and all rights of the Participant under this Option Agreement are subject to, and the Participant agrees to be bound by, all of the terms and conditions of the Plan, incorporated herein by this reference. In the event of a conflict or inconsistency between the terms and conditions of this Option Agreement and of the Plan, the terms and conditions of the Plan shall govern. The Participant agrees to be bound by the terms of the Plan and this Option Agreement (including these Terms). The Participant acknowledges having read and understood the Plan, the Option Questions & Answers for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

13. Entire Agreement.

This Option Agreement (including these Terms and together with the form of Exercise Agreement attached hereto) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan, this Option Agreement and the Exercise Agreement may be amended pursuant to Section 7.7 of the Plan. Such amendment must be in writing and signed by

8

the Company. The Company may, however, unilaterally waive any provision hereof or of the Exercise Agreement in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

14. Satisfaction of All Rights to Equity.

The Option is in complete satisfaction of any and all rights that the Participant may have (under an employment, consulting or other written or oral agreement with the Company or any of its Affiliates, or otherwise) to receive (1) options or share awards with respect to the securities of the Company or any of its Affiliates and/or (2) any other equity or derivative security in or with respect to the Company or any of its Affiliates. This Option Agreement supersedes the terms of all prior understandings and agreements, written or oral, of the parties with respect to such matters. The Participant shall have no further rights or benefits under any prior agreement conveying any right with respect to any security or derivative security in or with respect to the Company or any of its Affiliates. The foregoing notwithstanding, this Section 14 shall not adversely affect the Participant’s rights under any prior option or share award agreement under the Plan (provided such agreement is expressly labeled as an option or share award agreement under the Plan and is similar in form to this Option Agreement) which has been signed by an authorized officer of the Company.

15. Governing Law; Limited Rights; Severability.

15.1. Cayman Islands Law; Construction. This Option Agreement and the Exercise Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands without regard to conflict of law principles thereunder. The terms of the Option grant have resulted from the negotiations of the parties and each of the parties has had an opportunity to obtain and consult with its own counsel. The language of all parts of the Plan, this Option Agreement (including these Terms) and the Exercise Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties.

15.2. Limited Rights. The Participant has no rights as a shareholder of the Company with respect to the Option as set forth in Section 7.8 of the Plan. The Option does not place any limit on the corporate authority of the Company as set forth in Section 7.15 of the Plan.

15.3. Arbitration.

(a) Any dispute, controversy or claim arising out of or in connection with or relating to this Option Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved through arbitration. A dispute may be submitted to arbitration upon the request of either party with written notice to the other (the “Notice”). The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (the “Centre”). There shall be three (3) arbitrators. Each party shall nominate one (1) arbitrator within thirty (30) days after the delivery of the Notice to the other party. The appointment of party nominated arbitrators shall be confirmed by the Centre. Both arbitrators shall agree on the third arbitrator within thirty (30) days of their confirmation by the Centre. Should either party fail to appoint an arbitrator or should the two arbitrators fail within thirty (30) days to reach agreement on the third arbitrator, such arbitrator shall be appointed by the Secretary General of the Centre.

9

(b) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the UNCITRAL Arbitration Rules as administered by the Centre at the time of the arbitration. However, if such rules conflict with the provisions of this Section 15.3, including the provisions concerning the appointment of an arbitrator(s), the provisions of this Section 15.3 shall prevail.

(c) The arbitrators shall decide any dispute submitted by the parties strictly in accordance with the substantive laws of the Cayman Islands and shall not apply any other substantive law.

(d) Each party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any confidentiality obligations binding on such party.

(e) The costs of arbitration shall be borne by the losing party, unless otherwise determined by the arbitration tribunal.

(f) When any dispute occurs and when any dispute is under arbitration, except for the matters in dispute, the parties shall continue to fulfill their respective obligations and shall be entitled to exercise their rights under this Agreement.

(g) The award of the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

15.4. Severability. If the arbitrator selected in accordance with Section 15.3 or a court of competent jurisdiction determines that any portion of this Option Agreement, the Plan or the Exercise Agreement is in violation of any statute or public policy, then only the portions of this Option Agreement, the Plan or the Exercise Agreement, as applicable, which violate such statute or public policy shall be stricken, and all portions of this Option Agreement, the Plan and the Exercise Agreement which do not violate any statute or public policy shall continue in full force and effect. Furthermore, it is the parties’ intent that any court order striking any portion of this Option Agreement, the Plan and/or the Exercise Agreement should modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties hereunder.

15.5. Shareholder Approval. Notwithstanding anything else contained herein to the contrary, the Option and all rights of the Participant under this Option Agreement are subject to approval of the Plan by the Company’s shareholders (such approval to be obtained in accordance with the terms of the Plan, the Company’s Memorandum and Articles of Association and applicable law) within twelve (12) months after the Effective Date of the Plan.

10

15.6. PRC Law; Foreign Exchange and Tax Compliance. Notwithstanding anything to the contrary in this Option Agreement, with respect to any Participant who is a PRC citizen, resides or resided in China at any time since January 1, 2004, or otherwise, as the Administrator in its sole discretion may determine, may be deemed as a “domestic resident” as defined in the Circular No. 75 (and/or such successor Circular, the “SAFE Circular”) issued by the State Administration of Foreign Exchange of the PRC issued on October 21, 2005 (a “PRC Participant”), the Option shall become exercisable only upon the written confirmation from the PRC Participant, or counsel to the Company, in form and substance reasonably satisfactory to the Administrator that

(A) (a) such PRC Participant is not subject to the registration or other compliance requirement of the SAFE Circular or (b) such PRC Participant (i) is subject is subject to such registration and compliance requirement of the SAFE Circular and (ii) has complied with such registration requirement of the SAFE Circular; and

(B) the exercise of the Option by the PRC Participant will not violate any applicable laws or regulations of the PRC and will not subject the Participant or the Company to any filing or registration with, or obtain any approval or permit from, any PRC governmental or regulatory authorities (“PRC Compliance”) which, as the Administrator may determine in its sole discretion, would be unreasonably burdensome on the Company or is likely to have a material adverse effect on the Company’s business, operations or prospects.

The PRC Participant shall have executed a Power of Attorney in the form provided by the Company authorizing the Company (or any representative designated by the Company) to take such actions and execute such instruments on behalf of such PRC Participant in the event where such PRC Compliance is required but is determined by the Administrator as acceptable to the Company, and the PRC Participant agrees to take any additional actions and execute any additional instruments as may be requested by the Company to ensure such compliance.

In addition, notwithstanding anything else contained herein to the contrary, the Administrator may, at its discretion, limit the method of Option exercise to a cashless method for PRC Participants for purpose of such PRC Compliance. Such discretion includes and is not limited to the required exchange of proceeds by the Administrator into Renminbi for transmittal to such PRC Participants, deductions for fees associated with the exchange, and deductions for PRC taxes, as may be necessary to comply with applicable PRC foreign exchange and tax regulations.

(Remainder of Page Intentionally Left Blank)

11

EXHIBIT A

MONTAGE TECHNOLOGY GROUP LIMITED

2006 SHARE INCENTIVE PLAN

OPTION EXERCISE AND ORDINARY SHARE PURCHASE AGREEMENT

The undersigned (the “Purchaser”) hereby irrevocably elects to exercise his/her right, evidenced by that certain Option Agreement, dated as of              (the “Option Agreement”), under the Montage Technology Group Limited 2006 Share Incentive Plan (the “Plan”), as follows:

• the Purchaser hereby irrevocably elects to purchase              Ordinary Shares, par value U.S. $0.005 per share (the “Shares”), of Montage Technology Group Limited, an exempted company organized under the Companies Law (2004 Revision) of the Cayman Islands (the “Company”), and

• such purchase shall be at the price of U.S. $             per share, for an aggregate amount of U.S. $             (subject to applicable withholding taxes pursuant to Section 7.6.1 of the Plan).

Capitalized terms are defined in the Plan if not defined herein.

1. Delivery of Share Certificate. The Purchaser requests that a certificate representing the Shares be registered to Purchaser and delivered to:                                                                                                                                                                                             .

2. Investment Representations. The Purchaser acknowledges that the sale of the Shares by the Purchaser is restricted by Securities and Exchange Commission Rule 701. The Purchaser hereby affirms as made as of the date hereof the representations in Section 6 of the “Terms and Conditions of Option” (which are attached to and a part of the Option Agreement, the “Terms”) and such representations are incorporated herein by this reference. The Purchaser represents that he/she has no need for liquidity in this investment, has the ability to bear the economic risk of this investment and can afford a complete loss of the purchase price for the Shares.

The Purchaser acknowledges receipt of the Company’s condensed consolidated financial information.

The Purchaser also understands and acknowledges (a) that the certificates representing the Shares will be legended as provided for in Section 7.5.3 of the Plan and (b) that the Company has no obligation to register the Shares or file any registration statement under applicable securities laws.

1

3. Limitation on Disposition and Other Restrictions. The Shares are subject to and the Purchaser hereby agrees to the following terms and conditions of the sale of the Shares to the Purchaser:

• any transfer of the Shares must comply with the restrictions on transfer set forth in Section 7.2 of the Plan and all applicable laws as set forth in Section 7.5 of the Plan;

• the Shares are subject to, and following any otherwise permitted transfer of the Shares, the Shares shall remain subject to and the transferee shall be bound by, the lock-up provisions set forth in Section 7 of the Terms, the Company’s call right and right of first refusal set forth in Sections 8 and 9 of the Terms, the share legend requirements of Section 7.5.3 of the Plan, the foregoing provisions of this Section 3 and the arbitration provisions of Section 15.3 of the Terms; and

• as a condition to any otherwise permitted transfer of the Shares, the Company may require the transferee to execute a written agreement, in a form acceptable to the Administrator, that the transferee acknowledges and agrees to the foregoing terms and restrictions imposed on the Shares.

4. Plan and Option Agreement. The Purchaser acknowledges that all of his/her rights are subject to, and the Purchaser agrees to be bound by, all of the terms and conditions of the Plan and the Option Agreement (including the Terms), both of which are incorporated herein by this reference. If a conflict or inconsistency between the terms and conditions of this Option Exercise and Ordinary Share Purchase Agreement and of the Plan or the Option Agreement shall arise, the terms and conditions of the Plan and/or the Option Agreement shall govern. The Purchaser acknowledges receipt of a copy of all documents referenced herein (including the Terms and a disclosure statement) and acknowledges reading and understanding these documents and having an opportunity to ask any questions that he/she may have had about them. Any controversy or claim arising out of or relating to this Option Exercise and Ordinary Share Purchase Agreement shall be submitted to arbitration in accordance with Section 15.3 of the Terms, and Cayman Islands law shall apply as provided in Section 15.1 of the Terms.

5. Entire Agreement. This Option Exercise and Ordinary Share Purchase Agreement, the Option Agreement (including the Terms) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan, the Option Agreement and this Option Exercise and Ordinary Share Purchase Agreement may be amended pursuant to Section 7.7 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof or of the Option Agreement in writing to the extent such waiver does not adversely affect the interests of the Purchaser hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

6. Notice of Sale of ISO Shares. If the Shares are being acquired upon exercise of an Option intended to qualify as an Incentive Stock Option, the Purchaser agrees that, upon any sale or other transfer of the Shares within either one (1) year of the date that they are acquired by the Purchaser or two (2) years after the Award Date set forth in the Option Agreement, the Purchaser shall provide the notice required under Section 5.5.3 of the Plan.

2

“PURCHASER”	ACCEPTED BY: MONTAGE TECHNOLOGY GROUP LIMITED, an exempted company organized under the Companies Law (2004 Revision) of the Cayman Islands
Signature
Print Name
	By:
Date	Its:
		(To be completed by the Company after the price (including applicable withholding taxes), value (if applicable) and receipt of funds is verified.)

3

EX-10.2

Exhibit 10.2

MONTAGE TECHNOLOGY GROUP LIMITED

2013 PERFORMANCE INCENTIVE PLAN

1. PURPOSE OF PLAN

The purpose of this Montage Technology Group Limited 2013 Performance Incentive Plan (this “Plan”) of Montage Technology Group Limited, an exempted company organized under the Companies Law of the Cayman Islands, and its successors (the “Company”), is to promote the success of the Company and to increase shareholder value by providing an additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons.

2. ELIGIBILITY

The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines to be Eligible Persons. An “Eligible Person” is any person who is either: (a) an officer (whether or not a director) or employee of the Company or one of its Subsidiaries; (b) a director of the Company or one of its Subsidiaries; or (c) an individual consultant or advisor who renders or has rendered bona fide services (other than services in connection with the offering or sale of securities of the Company or one of its Subsidiaries in a capital-raising transaction or as a market maker or promoter of securities of the Company or one of its Subsidiaries) to the Company or one of its Subsidiaries and who is selected to participate in this Plan by the Administrator; provided, however, that a person who is otherwise an Eligible Person under clause (c) above may participate in this Plan only if such participation would not adversely affect either the Company’s eligibility to use Form S-8 to register under the Securities Act of 1933, as amended (the “Securities Act”), the offering and sale of shares issuable under this Plan by the Company or the Company’s compliance with any applicable laws. An Eligible Person who has been granted an award (a “participant”) may, if otherwise eligible, be granted additional awards if the Administrator shall so determine. As used herein, “Subsidiary” means any corporation or other entity a majority of whose outstanding voting shares or voting power is beneficially owned directly or indirectly by the Company; and “Board” means the Board of Directors of the Company.

3. PLAN ADMINISTRATION

3.1 The Administrator. This Plan shall be administered by and all awards under this Plan shall be authorized by the Administrator. The “Administrator” means the Board or one or more committees appointed by the Board or another committee (within its delegated authority) to administer all or certain aspects of this Plan. Any such committee shall be comprised solely of one or more directors or such number of directors as may be required under applicable law. A committee may delegate some or all of its authority to another committee so constituted. The Board or a committee comprised solely of directors may also delegate, to the extent permitted by applicable law, to one or more officers of the Company, its powers under this Plan (a) to designate officers and employees of the Company and its Subsidiaries who will receive grants of awards under this Plan, and (b) to determine the number of shares subject to, and the other terms and conditions of,

1

such awards, in each case within the limits established by the Board or another committee within its delegated authority. The Board may delegate different levels of authority to different committees with administrative and grant authority under this Plan. Unless otherwise provided in the organizing documents of the Company or applicable charter of any Administrator: (a) a majority of the members of the acting Administrator shall constitute a quorum, and (b) the vote of a majority of the members present assuming the presence of a quorum or the unanimous written consent of the members of the Administrator shall constitute action by the acting Administrator.

With respect to awards intended to satisfy the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), this Plan shall be administered by a committee consisting solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code); provided, however, that the failure to satisfy such requirement shall not affect the validity of the action of any committee otherwise duly authorized and acting in the matter. Award grants, and transactions in or involving awards, intended to be exempt under Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be duly and timely authorized by the Board or a committee consisting solely of two or more non-employee directors (as this requirement is applied under Rule 16b-3 promulgated under the Exchange Act). To the extent required by any applicable listing agency, this Plan shall be administered by a committee composed entirely of independent directors (within the meaning of the applicable listing agency).

3.2 Powers of the Administrator. Subject to the express provisions of this Plan, the Administrator is authorized and empowered to do all things necessary or desirable in connection with the authorization of awards and the administration of this Plan (in the case of a committee or delegation to one or more officers, within the authority delegated to that committee or person(s)), including, without limitation, the authority to:

(a) determine eligibility and, from among those persons determined to be eligible, the particular Eligible Persons who will receive an award under this Plan;

(b) grant awards to Eligible Persons, determine the price at which securities will be offered or awarded and the number of securities to be offered or awarded to any of such persons, determine the other specific terms and conditions of such awards consistent with the express limits of this Plan, establish the installments (if any) in which such awards shall become exercisable or shall vest (which may include, without limitation, performance and/or time-based schedules), or determine that no delayed exercisability or vesting is required, establish any applicable performance targets, and establish the events of termination or reversion of such awards;

2

(c) approve the forms of award agreements (which need not be identical either as to type of award or among participants);

(d) construe and interpret this Plan and any agreements defining the rights and obligations of the Company, its Subsidiaries, and participants under this Plan, further define the terms used in this Plan, and prescribe, amend and rescind rules and regulations relating to the administration of this Plan or the awards granted under this Plan;

(e) cancel, modify, or waive the Company’s rights with respect to, or modify, discontinue, suspend, or terminate any or all outstanding awards, subject to any required consent under Section 8.6.5;

(f) accelerate or extend the vesting or exercisability or extend the term of any or all such outstanding awards (in the case of options or share appreciation rights, within the maximum ten-year term of such awards) in such circumstances as the Administrator may deem appropriate (including, without limitation, in connection with a termination of employment or services or other events of a personal nature) subject to any required consent under Section 8.6.5;

(g) adjust the number of Ordinary Shares subject to any award, adjust the price of any or all outstanding awards or otherwise change previously imposed terms and conditions, in such circumstances as the Administrator may deem appropriate, in each case subject to Sections 4 and 8.6;

(h) determine the date of grant of an award, which may be a designated date after but not before the date of the Administrator’s action (unless otherwise designated by the Administrator, the date of grant of an award shall be the date upon which the Administrator took the action granting an award);

(i) determine whether, and the extent to which, adjustments are required pursuant to Section 7 hereof and authorize the termination, conversion, substitution or succession of awards upon the occurrence of an event of the type described in Section 7;

(j) acquire or settle (subject to Sections 7 and 8.6) rights under awards in cash, shares of equivalent value, or other consideration;

(k) determine the fair market value of the Ordinary Shares or awards under this Plan from time to time and/or the manner in which such value will be determined; and

(l) implement any procedures, steps or additional or different requirements as may be necessary to comply with any laws of the People’s Republic of China (the “PRC”) that may be applicable to this Plan, any Option or any related documents, including, but not limited to, foreign exchange laws, tax laws and securities laws of the PRC.

3

3.3 Binding Determinations. Any action taken by, or inaction of, the Company, any Subsidiary, or the Administrator relating or pursuant to this Plan and within its authority hereunder or under applicable law shall be within the absolute discretion of that entity or body and shall be conclusive and binding upon all persons. Neither the Board nor any Board committee, nor any member thereof or person acting at the direction thereof, shall be liable for any act, omission, interpretation, construction or determination made in good faith in connection with this Plan (or any award made under this Plan), and all such persons shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage or expense (including, without limitation, attorneys’ fees) arising or resulting therefrom to the fullest extent permitted by law and/or under any directors and officers liability insurance coverage that may be in effect from time to time.

3.4 Reliance on Experts. In making any determination or in taking or not taking any action under this Plan, the Administrator may obtain and may rely upon the advice of experts, including employees and professional advisors to the Company. No director, officer or agent of the Company or any of its Subsidiaries shall be liable for any such action or determination taken or made or omitted in good faith.

3.5 Delegation. The Administrator may delegate ministerial, non-discretionary functions to individuals who are officers or employees of the Company or any of its Subsidiaries or to third parties.

3.6 Option and SAR Repricing. Subject to Section 4 and Section 8.6.5, the Administrator, from time to time and in its sole discretion, may provide for (1) the amendment of any outstanding share option or SAR to reduce the exercise price or base price of the award, (2) the cancellation, exchange, or surrender of an outstanding share option or SAR in exchange for cash or other awards (for the purpose of repricing the award or otherwise), or (3) the cancellation, exchange, or surrender of an outstanding share option or SAR in exchange for an option or SAR with an exercise or base price that is less than the exercise or base price of the original award. For avoidance of doubt, the Administrator may take any or all of the foregoing actions under this Section 3.6 without shareholder approval.

4. ORDINARY SHARES SUBJECT TO THE PLAN; SHARE LIMITS

4.1 Shares Available. Subject to the provisions of Section 7.1, the shares that may be delivered under this Plan shall be shares of the Company’s authorized but unissued Ordinary Shares and any Ordinary Shares held as treasury shares. For purposes of this Plan, “Ordinary Shares” shall mean the ordinary shares of the Company and such other securities or property as may become the subject of awards under this Plan, or may become subject to such awards, pursuant to an adjustment made under Section 7.1.

4.2 Share Limits. The maximum number of Ordinary Shares that may be delivered pursuant to awards granted to Eligible Persons under this Plan (the “Share Limit”) is equal to 4,000,000 Ordinary Shares.

4

In addition, the Share Limit shall automatically increase on January 1 of each year during the term of this Plan, commencing with January 1, 2014, by an amount equal to the lesser of (i) four percent (4%) of the total number of Ordinary Shares issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 2,500,000 Ordinary Shares or (iii) such number of Ordinary Shares as may be established by the Board.

The following limits also apply with respect to awards granted under this Plan:

(a) The maximum number of Ordinary Shares that may be delivered pursuant to options qualified as incentive stock options granted under this Plan is equal to the Share Limit as in effect from time to time.

(b) The maximum number of Ordinary Shares subject to those options and share appreciation rights that are granted during any calendar year to any individual under this Plan is 1,000,000 shares.

Each of the foregoing numerical limits is subject to adjustment as contemplated by Section 4.3, Section 7.1, and Section 8.10.

4.3 Awards Settled in Cash, Reissue of Awards and Shares. Shares that are subject to or underlie awards granted under this Plan which expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under this Plan shall again be available for subsequent awards under this Plan. Shares that are exchanged by a participant or withheld by the Company as full or partial payment in connection with any award under this Plan, as well as any shares exchanged by a participant or withheld by the Company or one of its Subsidiaries to satisfy the tax withholding obligations related to any award, shall be available for subsequent awards under this Plan. To the extent that an award granted under this Plan is settled in cash or a form other than Ordinary Shares, the shares that would have been delivered had there been no such cash or other settlement shall not be counted against the shares available for issuance under this Plan. In the event that Ordinary Shares are delivered in respect of a dividend equivalent right granted under this Plan, the number of shares delivered with respect to the award shall be counted against the share limits of this Plan (including, for purposes of clarity, the limits of Section 4.2 of this Plan). Refer to Section 8.10 for application of the foregoing share limits with respect to assumed awards.

4.4 Reservation of Shares; No Fractional Shares; Minimum Issue. The Company shall at all times reserve a number of Ordinary Shares sufficient to cover the Company’s obligations and contingent obligations to deliver shares with respect to awards then outstanding under this Plan (exclusive of any dividend equivalent obligations to the extent the Company has the right to settle such rights in cash). No fractional shares shall be delivered under this Plan. The Administrator may pay cash in lieu of any fractional shares in settlements of awards under this Plan. The Administrator may from time to time impose a limit (of not greater than 100 shares) on the minimum number of shares that may be purchased or exercised as to awards granted under this Plan unless (as to any particular award) the total number purchased or exercised is the total number at the time available for purchase or exercise under the award.

5

5. AWARDS

5.1 Type and Form of Awards. The Administrator shall determine the type or types of award(s) to be made to each selected Eligible Person. Awards may be granted singly, in combination or in tandem. Awards also may be made in combination or in tandem with, in replacement of, as alternatives to, or as the payment form for grants or rights under any other employee or compensation plan of the Company or one of its Subsidiaries. The types of awards that may be granted under this Plan are:

5.1.1 Share Options. A share option is the grant of a right to purchase a specified number of Ordinary Shares during a specified period as determined by the Administrator. An option may be intended as an incentive stock option within the meaning of Section 422 of the Code (an “ISO”) or a nonqualified stock option (an option not intended to be an ISO). The award agreement for an option will indicate if the option is intended as an ISO; otherwise it will be deemed to be a nonqualified stock option. The maximum term of each option (ISO or nonqualified) shall be ten (10) years. The per share exercise price for each option shall be determined by the Administrator and set forth in the applicable award agreement. When an option is exercised, the exercise price for the shares to be purchased shall be paid in full in cash or such other method permitted by the Administrator consistent with Section 5.4.

5.1.2 Additional Rules Applicable to ISOs. To the extent that the aggregate fair market value (determined at the time of grant of the applicable option) of shares with respect to which ISOs first become exercisable by a participant in any calendar year exceeds $100,000, taking into account both Ordinary Shares subject to ISOs under this Plan and shares subject to ISOs under all other plans of the Company or one of its Subsidiaries (or any parent or predecessor corporation to the extent required by and within the meaning of Section 422 of the Code and the regulations promulgated thereunder), such options shall be treated as nonqualified stock options. In reducing the number of options treated as ISOs to meet the $100,000 limit, the most recently granted options shall be reduced first. To the extent a reduction of simultaneously granted options is necessary to meet the $100,000 limit, the Administrator may, in the manner and to the extent permitted by law, designate which Ordinary Shares are to be treated as shares acquired pursuant to the exercise of an ISO. ISOs may only be granted to employees of the Company or one of its subsidiaries (for this purpose, the term “subsidiary” is used as defined in Section 424(f) of the Code, which generally requires an unbroken chain of ownership of at least 50% of the total combined voting power of all classes of shares of each subsidiary in the chain beginning with the Company and ending with the subsidiary in question). There shall be imposed in any award agreement relating to ISOs such other terms and conditions as from time to time are required in order that the option be an “incentive stock option” as that term is defined in Section 422 of the Code. The per share exercise price for each ISO shall be not less than 100% of the fair market value of an Ordinary Share on the

6

date of grant of the option. Furthermore, no ISO may be granted to any person who, at the time the option is granted, owns (or is deemed to own under Section 424(d) of the Code) outstanding Ordinary Shares possessing more than 10% of the total combined voting power of all classes of shares of the Company, unless the exercise price of such option is at least 110% of the fair market value of the shares subject to the option and such option by its terms is not exercisable after the expiration of five years from the date such option is granted.

5.1.3 Share Appreciation Rights. A share appreciation right or “SAR” is a right to receive a payment, in cash and/or Ordinary Shares, equal to the excess of the fair market value of a specified number of Ordinary Shares on the date the SAR is exercised over the “base price” of the award, which base price shall be determined by the Administrator and set forth in the applicable award agreement. The maximum term of a SAR shall be ten (10) years.

5.1.4 Other Awards. The other types of awards that may be granted under this Plan include: (a) share bonuses, restricted shares, performance shares, share units, phantom shares, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the Ordinary Shares, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; (b) any similar securities with a value derived from the value of or related to the Ordinary Shares and/or returns thereon; or (c) cash awards.

5.2 Award Agreements. Each award shall be evidenced by either (1) a written award agreement in a form approved by the Administrator and executed by the Company by an officer duly authorized to act on its behalf, or (2) an electronic notice of award grant in a form approved by the Administrator and recorded by the Company (or its designee) in an electronic recordkeeping system used for the purpose of tracking award grants under this Plan generally (in each case, an “award agreement”), as the Administrator may provide and, in each case and if required by the Administrator, executed or otherwise electronically accepted by the recipient of the award in such form and manner as the Administrator may require. The Administrator may authorize any officer of the Company (other than the particular award recipient) to execute any or all award agreements on behalf of the Company. The award agreement shall set forth the material terms and conditions of the award as established by the Administrator consistent with the express limitations of this Plan.

5.3 Deferrals and Settlements. Payment of awards may be in the form of cash, Ordinary Shares, other awards or combinations thereof as the Administrator shall determine, and with such restrictions as it may impose. The Administrator may also require or permit participants to elect to defer the issuance of shares or the settlement of awards in cash under such rules and procedures as it may establish under this Plan. The Administrator may also provide that deferred settlements include the payment or crediting of interest or other earnings on the deferral amounts, or the payment or crediting of dividend equivalents where the deferred amounts are denominated in shares.

7

5.4 Consideration for Ordinary Shares or Awards. The purchase price for any award granted under this Plan or the Ordinary Shares to be delivered pursuant to an award, as applicable, may be paid by means of any lawful consideration as determined by the Administrator, including, without limitation, one or a combination of the following methods:

• services rendered by the recipient of such award;

• cash, check payable to the order of the Company, or electronic funds transfer;

• notice and third party payment in such manner as may be authorized by the Administrator;

• the delivery of previously owned Ordinary Shares;

• by a reduction in the number of shares otherwise deliverable pursuant to the award; or

• subject to such procedures as the Administrator may adopt, pursuant to a “cashless exercise” with a third party who provides financing for the purposes of (or who otherwise facilitates) the purchase or exercise of awards.

In no event shall any shares newly-issued by the Company be issued for less than the minimum lawful consideration for such shares or for consideration other than consideration permitted by applicable law. Ordinary Shares used to satisfy the exercise price of an option shall be valued at their fair market value on the date of exercise. The Company will not be obligated to deliver any shares unless and until it receives full payment of the exercise or purchase price therefor and any related withholding obligations under Section 8.5 and any other conditions to exercise or purchase have been satisfied. Unless otherwise expressly provided in the applicable award agreement, the Administrator may at any time eliminate or limit a participant’s ability to pay the purchase or exercise price of any award or shares by any method other than cash payment to the Company. The Administrator may take all actions necessary to alter the method of Option exercise and the exchange and transmittal of proceeds with respect to participants resident in the PRC not having permanent residence in a country other than the PRC in order to comply with applicable PRC laws and regulations, including, without limitation, PRC foreign exchange, securities and tax laws and regulations.

5.5 Definition of Fair Market Value. For purposes of this Plan, if the Ordinary Shares are listed and actively traded on an internationally recognized securities exchange (the “Exchange”), then unless otherwise determined or provided by the Administrator in the circumstances, “fair market value” shall mean the closing price (in regular trading) for an Ordinary Share as reported on the Exchange on which the Ordinary Shares are listed for the date in question or, if no sales of Ordinary Shares were reported on the Exchange on that date, the closing price for an Ordinary Share as reported by the Exchange on which the Ordinary Shares are listed for the next preceding day on which sales of Ordinary Shares were reported. The Administrator may, however, provide with respect to one or more Awards

8

that the fair market value shall equal the closing price (in regular trading) for an Ordinary Share as reported by the Exchange on the last day preceding the date in question or the average of high and low trading prices of an Ordinary Share as reported by the Exchange for the date in question or the most recent trading day. If the Ordinary Shares are no longer listed or actively traded on the Exchange as of the applicable date, the fair market value of the Ordinary Shares shall be the value as reasonably determined by the Administrator for purposes of the award in the circumstances. The Administrator also may adopt a different methodology for determining fair market value with respect to one or more awards if a different methodology is necessary or advisable to secure any intended favorable tax, legal or other treatment for the particular award(s) (for example, and without limitation, the Administrator may provide that fair market value for purposes of one or more awards will be based on an average of closing prices (or the average of high and low daily trading prices) for a specified period preceding the relevant date).

5.6 Transfer Restrictions.

5.6.1 Limitations on Exercise and Transfer. Unless otherwise expressly provided in (or pursuant to) this Section 5.6 or required by applicable law: (a) all awards are non-transferable and shall not be subject in any manner to sale, transfer, anticipation, alienation, assignment, pledge, encumbrance or charge; (b) awards shall be exercised only by the participant; and (c) amounts payable or shares issuable pursuant to any award shall be delivered only to (or for the account of) the participant.

5.6.2 Exceptions. The Administrator may permit awards to be exercised by and paid to, or otherwise transferred to, other persons or entities pursuant to such conditions and procedures, including limitations on subsequent transfers, as the Administrator may, in its sole discretion, establish in writing. Any permitted transfer shall be subject to compliance with applicable federal and state securities laws and shall not be for value (other than nominal consideration, settlement of marital property rights, or for interests in an entity in which more than 50% of the voting interests are held by the Eligible Person or by the Eligible Person’s family members).

5.6.3 Further Exceptions to Limits on Transfer. The exercise and transfer restrictions in Section 5.6.1 shall not apply to:

(a) transfers to the Company (for example, in connection with the expiration or termination of the award),

(b) the designation of a beneficiary to receive benefits in the event of the participant’s death or, if the participant has died, transfers to or exercise by the participant’s beneficiary, or, in the absence of a validly designated beneficiary, transfers by will or the laws of descent and distribution,

(c) subject to any applicable limitations on ISOs, transfers to a family member (or former family member) pursuant to a domestic relations order if approved or ratified by the Administrator,

9

(d) if the participant has suffered a disability, permitted transfers or exercises on behalf of the participant by his or her legal representative, or

(e) the authorization by the Administrator of “cashless exercise” procedures with third parties who provide financing for the purpose of (or who otherwise facilitate) the exercise of awards consistent with applicable laws and the express authorization of the Administrator.

5.7 International Awards. One or more awards may be granted to Eligible Persons who provide services to the Company or one of its Subsidiaries outside of the United States. Any awards granted to such persons may be granted pursuant to the terms and conditions of any applicable sub-plans, if any, appended to this Plan and approved by the Administrator.

6. EFFECT OF TERMINATION OF EMPLOYMENT OR SERVICE ON AWARDS

6.1 General. The Administrator shall establish the effect of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award. If the participant is not an employee of the Company or one of its Subsidiaries and provides other services to the Company or one of its Subsidiaries, the Administrator shall be the sole judge for purposes of this Plan (unless a contract or the award otherwise provides) of whether the participant continues to render services to the Company or one of its Subsidiaries and the date, if any, upon which such services shall be deemed to have terminated.

6.2 Events Not Deemed Terminations of Service. Unless the express policy of the Company or one of its Subsidiaries, or the Administrator, otherwise provides, the employment relationship shall not be considered terminated in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence authorized by the Company or one of its Subsidiaries, or the Administrator; provided that, unless reemployment upon the expiration of such leave is guaranteed by contract or law or the Administrator otherwise provides, such leave is for a period of not more than three months. In the case of any employee of the Company or one of its Subsidiaries on an approved leave of absence, continued vesting of the award while on leave from the employ of the Company or one of its Subsidiaries may be suspended until the employee returns to service, unless the Administrator otherwise provides or applicable law otherwise requires. In no event shall an award be exercised after the expiration of the term set forth in the applicable award agreement.

6.3 Effect of Change of Subsidiary Status. For purposes of this Plan and any award, if an entity ceases to be a Subsidiary of the Company a termination of employment or service shall be deemed to have occurred with respect to each Eligible Person in respect of such Subsidiary who does not continue as an Eligible Person in respect of the Company or another Subsidiary that continues as such after giving effect to the transaction or other event giving rise to the change in status unless the Subsidiary that is sold, spun-off or otherwise divested (or its successor or a direct or indirect parent of such Subsidiary or successor) assumes the Eligible Person’s award(s) in connection with such transaction.

10

7. ADJUSTMENTS; ACCELERATION

7.1 Adjustments. Subject to Section 7.2, upon (or, as may be necessary to effect the adjustment, immediately prior to): any reclassification, recapitalization, share split (including a share split in the form of a share dividend) or reverse share split; any merger, combination, consolidation, or other reorganization; any spin-off, split-up, or similar extraordinary dividend distribution in respect of the Ordinary Shares; or any exchange of Ordinary Shares or other securities of the Company, or any similar, unusual or extraordinary corporate transaction in respect of the Ordinary Shares; then the Administrator shall equitably and proportionately adjust (1) the number and type of Ordinary Shares (or other securities) that thereafter may be made the subject of awards (including the specific share limits, maximums and numbers of shares set forth elsewhere in this Plan), (2) the number, amount and type of Ordinary Shares (or other securities or property) subject to any outstanding awards, (3) the grant, purchase, or exercise price (which term includes the base price of any SAR or similar right) of any outstanding awards, and/or (4) the securities, cash or other property deliverable upon exercise or payment of any outstanding awards, in each case to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding awards.

Unless otherwise expressly provided in the applicable award agreement, upon (or, as may be necessary to effect the adjustment, immediately prior to) any event or transaction described in the preceding paragraph or a sale of all or substantially all of the business or assets of the Company as an entirety, the Administrator shall equitably and proportionately adjust the performance standards applicable to any then-outstanding performance-based awards to the extent necessary to preserve (but not increase) the level of incentives intended by this Plan and the then-outstanding performance-based awards.

It is intended that, if possible, any adjustments contemplated by the preceding two paragraphs be made in a manner that satisfies applicable legal, tax (including, without limitation and as applicable in the circumstances, Section 424 of the Code, Section 409A of the Code and Section 162(m) of the Code) and accounting (so as to not trigger any charge to earnings with respect to such adjustment) requirements.

Without limiting the generality of Section 3.3, any good faith determination by the Administrator as to whether an adjustment is required in the circumstances pursuant to this Section 7.1, and the extent and nature of any such adjustment, shall be conclusive and binding on all persons.

7.2 Corporate Transactions—Assumption and Termination of Awards. Upon the occurrence of any of the following: any merger, combination, consolidation, or other reorganization; any exchange of Ordinary Shares or other securities of the Company; a sale of all or substantially all the business, shares or assets of the

11

Company; a dissolution of the Company; or any other event in which the Company does not survive (or does not survive as a public company in respect of its Ordinary Shares); then the Administrator may make provision for a cash payment in settlement of, or for the termination, assumption, substitution or exchange of any or all outstanding share-based awards or the cash, securities or property deliverable to the holder of any or all outstanding share-based awards, based upon, to the extent relevant under the circumstances, the distribution or consideration payable to holders of the Ordinary Shares upon or in respect of such event. Upon the occurrence of any event described in the preceding sentence, then, unless the Administrator has made a provision for the substitution, assumption, exchange or other continuation or settlement of the award or (unless the Administrator has provided for the termination of the award) the award would otherwise continue in accordance with its terms in the circumstances: (1) unless otherwise provided in the applicable award agreement, each then-outstanding option and SAR shall become fully vested, all restricted shares then outstanding shall fully vest free of restrictions, and each other award granted under this Plan that is then outstanding shall become payable to the holder of such award; and (2) each award shall terminate upon the related event; provided that the holder of an option or SAR shall be given reasonable advance notice of the impending termination and a reasonable opportunity to exercise his or her outstanding vested options and SARs (after giving effect to any accelerated vesting required in the circumstances) in accordance with their terms before the termination of such awards (except that in no case shall more than ten days’ notice of the impending termination be required and any acceleration of vesting and any exercise of any portion of an award that is so accelerated may be made contingent upon the actual occurrence of the event).

Without limiting the preceding paragraph, in connection with any event referred to in the preceding paragraph or any change in control event defined in any applicable award agreement, the Administrator may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the Administrator in the circumstances.

The Administrator may adopt such valuation methodologies for outstanding awards as it deems reasonable in the event of a cash or property settlement and, in the case of options, SARs or similar rights, but without limitation on other methodologies, may base such settlement solely upon the excess if any of the per share amount payable upon or in respect of such event over the exercise or base price of the award.

In any of the events referred to in this Section 7.2, the Administrator may take such action contemplated by this Section 7.2 prior to such event (as opposed to on the occurrence of such event) to the extent that the Administrator deems the action necessary to permit the participant to realize the benefits intended to be conveyed with respect to the underlying shares. Without limiting the generality of the foregoing, the Administrator may deem an acceleration to occur immediately prior to the applicable event and, in such circumstances, will reinstate the original terms of the award if an event giving rise to an acceleration does not occur.

12

Without limiting the generality of Section 3.3, any good faith determination by the Administrator pursuant to its authority under this Section 7.2 shall be conclusive and binding on all persons.

7.3 Other Acceleration Rules. The Administrator may override the provisions of Section 7.2 by express provision in the award agreement and may accord any Eligible Person a right to refuse any acceleration, whether pursuant to the award agreement or otherwise, in such circumstances as the Administrator may approve. The portion of any ISO accelerated in connection with an event referred to in Section 7.2 (or such other circumstances as may trigger accelerated vesting of the award) shall remain exercisable as an ISO only to the extent the applicable $100,000 limitation on ISOs is not exceeded. To the extent exceeded, the accelerated portion of the option shall be exercisable as a nonqualified stock option under the Code.

8. OTHER PROVISIONS

8.1 Compliance with Laws. This Plan, the granting and vesting of awards under this Plan, the offer, issuance and delivery of Ordinary Shares, and/or the payment of money under this Plan or under awards are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law and federal margin requirements) and to such approvals by any listing, regulatory or governmental authority as may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. The person acquiring any securities under this Plan will, if requested by the Company or one of its Subsidiaries, provide such assurances and representations to the Company or one of its Subsidiaries as the Administrator may deem necessary or desirable to assure compliance with all applicable legal and accounting requirements.

8.2 No Rights to Award. No person shall have any claim or rights to be granted an award (or additional awards, as the case may be) under this Plan, subject to any express contractual rights (set forth in a document other than this Plan) to the contrary.

8.3 No Employment/Service Contract. Nothing contained in this Plan (or in any other documents under this Plan or in any award) shall confer upon any Eligible Person or other participant any right to continue in the employ or other service of the Company or one of its Subsidiaries, constitute any contract or agreement of employment or other service or affect an employee’s status as an employee at will, nor shall interfere in any way with the right of the Company or one of its Subsidiaries to change a person’s compensation or other benefits, or to terminate his or her employment or other service, with or without cause. Nothing in this Section 8.3, however, is intended to adversely affect any express independent right of such person under a separate employment or service contract other than an award agreement.

13

8.4 Plan Not Funded. Awards payable under this Plan shall be payable in shares or from the general assets of the Company, and no special or separate reserve, fund or deposit shall be made to assure payment of such awards. No participant, beneficiary or other person shall have any right, title or interest in any fund or in any specific asset (including Ordinary Shares, except as expressly otherwise provided) of the Company or one of its Subsidiaries by reason of any award hereunder. Neither the provisions of this Plan (or of any related documents), nor the creation or adoption of this Plan, nor any action taken pursuant to the provisions of this Plan shall create, or be construed to create, a trust of any kind or a fiduciary relationship between the Company or one of its Subsidiaries and any participant, beneficiary or other person. To the extent that a participant, beneficiary or other person acquires a right to receive payment pursuant to any award hereunder, such right shall be no greater than the right of any unsecured general creditor of the Company.

8.5 Tax Withholding. Upon any exercise, vesting, or payment of any award or upon the disposition of Ordinary Shares acquired pursuant to the exercise of an ISO prior to satisfaction of the holding period requirements of Section 422 of the Code, the Company or one of its Subsidiaries shall have the right at its option to:

(a) require the participant (or the participant’s personal representative or beneficiary, as the case may be) to pay or provide for payment of at least the minimum amount of any taxes which the Company or one of its Subsidiaries may be required to withhold with respect to such award event or payment; or

(b) deduct from any amount otherwise payable in cash to the participant (or the participant’s personal representative or beneficiary, as the case may be) the minimum amount of any taxes which the Company or one of its Subsidiaries may be required to withhold with respect to such cash payment.

In any case where a tax is required to be withheld (including taxes in the PRC where applicable) in connection with the delivery of Ordinary Shares under this Plan (including the sale of Ordinary Shares as may be required to comply with foreign exchange rules in the PRC for participants resident in the PRC), the Administrator may in its sole discretion (subject to Section 8.1) grant (either at the time of the award or thereafter) to the participant the right to elect, pursuant to such rules and subject to such conditions as the Administrator may establish, that the Company reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued in a consistent manner at their fair market value or at the sales price in accordance with authorized procedures for cashless exercises, necessary to satisfy the minimum applicable withholding obligation on exercise, vesting or payment. In no event shall the shares withheld exceed the minimum whole number of shares required for tax withholding under applicable law.

14

8.6 Effective Date, Termination and Suspension, Amendments.

8.6.1 Effective Date. This Plan is effective as of                      , 2013, the date of effectiveness of its approval by the Board (the “Effective Date”). This Plan shall be submitted for and subject to shareholder approval no later than twelve months after the Effective Date. Unless earlier terminated by the Board, this Plan shall terminate at the close of business on the day before the tenth anniversary of the Effective Date. After the termination of this Plan either upon such stated expiration date or its earlier termination by the Board, no additional awards may be granted under this Plan, but previously granted awards (and the authority of the Administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of this Plan.

8.6.2 Board Authorization. The Board may, at any time, terminate or, from time to time, amend, modify or suspend this Plan, in whole or in part. No awards may be granted during any period that the Board suspends this Plan.

8.6.3 Shareholder Approval. To the extent then required by applicable law or any applicable listing agency or required under Sections 162, 422 or 424 of the Code to preserve the intended tax consequences of this Plan, or deemed necessary or advisable by the Board, any amendment to this Plan shall be subject to shareholder approval.

8.6.4 Amendments to Awards. Without limiting any other express authority of the Administrator under (but subject to) the express limits of this Plan, the Administrator by agreement or resolution may waive conditions of or limitations on awards to participants that the Administrator in the prior exercise of its discretion has imposed, without the consent of a participant, and (subject to the requirements of Sections 3.2 and 8.6.5) may make other changes to the terms and conditions of awards.

8.6.5 Limitations on Amendments to Plan and Awards. No amendment, suspension or termination of this Plan or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of the Company under any award granted under this Plan prior to the effective date of such change. Changes, settlements and other actions contemplated by Section 7 shall not be deemed to constitute changes or amendments for purposes of this Section 8.6.

8.7 Privileges of Share Ownership. Except as otherwise expressly authorized by the Administrator, a participant shall not be entitled to any privilege of share ownership as to any Ordinary Shares not actually delivered to and held of record by the participant. Except as expressly required by Section 7.1 or otherwise expressly provided by the Administrator, no adjustment will be made for dividends or other rights as a shareholder for which a record date is prior to such date of delivery.

15

8.8 Governing Law; Construction; Severability.

8.8.1 Choice of Law. This Plan, the awards, all documents evidencing awards and all other related documents shall be governed by, and construed in accordance with the laws of the Cayman Islands.

8.8.2 Severability. If a court of competent jurisdiction holds any provision invalid and unenforceable, the remaining provisions of this Plan shall continue in effect.

8.8.3 Plan Construction.

(a) Rule 16b-3. It is the intent of the Company that the awards and transactions permitted by awards be interpreted in a manner that, in the case of participants who are or may be subject to Section 16 of the Exchange Act, qualify, to the maximum extent compatible with the express terms of the award, for exemption from matching liability under Rule 16b-3 promulgated under the Exchange Act. Notwithstanding the foregoing, the Company shall have no liability to any participant for Section 16 consequences of awards or events under awards if an award or event does not so qualify.

(b) Section 162(m). Options and SARs granted to employees of the Company or one of its Subsidiaries with an exercise or base price not less than the fair market value of a share of Ordinary Shares at the date of grant that are approved by a committee composed solely of two or more outside directors (as this requirement is applied under Section 162(m) of the Code) shall be deemed to be intended as performance-based compensation within the meaning of Section 162(m) of the Code unless such committee provides otherwise at the time of grant of the award. It is the further intent of the Company that (to the extent the Company or one of its Subsidiaries or awards under this Plan may be or become subject to limitations on deductibility under Section 162(m) of the Code) any such awards that are granted to or held by a person subject to Section 162(m) will qualify as performance-based compensation or otherwise be exempt from deductibility limitations under Section 162(m).

8.9 Captions. Captions and headings are given to the sections and subsections of this Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this Plan or any provision thereof.

8.10 Share-Based Awards in Substitution for Share Options or Awards Granted by Other Company. Awards may be granted to Eligible Persons in substitution for or in connection with an assumption of employee share options, SARs, restricted shares or other share-based awards granted by other entities to persons who are or who will become Eligible Persons in respect of the Company or one of its

16

Subsidiaries, in connection with a distribution, merger or other reorganization by or with the granting entity or an affiliated entity, or the acquisition by the Company or one of its Subsidiaries, directly or indirectly, of all or a substantial part of the shares or assets of the employing entity. The awards so granted need not comply with other specific terms of this Plan, provided the awards reflect only adjustments giving effect to the assumption or substitution consistent with the conversion applicable to the Ordinary Shares in the transaction and any change in the issuer of the security. Any shares that are delivered and any awards that are granted by, or become obligations of, the Company, as a result of the assumption by the Company of, or in substitution for, outstanding awards previously granted by an acquired company (or previously granted by a predecessor employer (or direct or indirect parent thereof) in the case of persons that become employed by the Company or one of its Subsidiaries in connection with a business or asset acquisition or similar transaction) shall not be counted against the Share Limit or other limits on the number of shares available for issuance under this Plan.

8.11 Non-Exclusivity of Plan. Nothing in this Plan shall limit or be deemed to limit the authority of the Board or the Administrator to grant awards or authorize any other compensation, with or without reference to the Ordinary Shares, under any other plan or authority.

8.12 No Corporate Action Restriction. The existence of this Plan, the award agreements and the awards granted hereunder shall not limit, affect or restrict in any way the right or power of the Board or the shareholders of the Company to make or authorize: (a) any adjustment, recapitalization, reorganization or other change in the capital structure or business of the Company or any Subsidiary, (b) any merger, amalgamation, consolidation or change in the ownership of the Company or any Subsidiary, (c) any issue of bonds, debentures, capital, preferred or prior preference shares ahead of or affecting the capital shares (or the rights thereof) of the Company or any Subsidiary, (d) any dissolution or liquidation of the Company or any Subsidiary, (e) any sale or transfer of all or any part of the assets or business of the Company or any Subsidiary, or (f) any other corporate act or proceeding by the Company or any Subsidiary. No participant, beneficiary or any other person shall have any claim under any award or award agreement against any member of the Board or the Administrator, or the Company or any employees, officers or agents of the Company or any Subsidiary, as a result of any such action.

8.13 Other Company Benefit and Compensation Programs. Payments and other benefits received by a participant under an award made pursuant to this Plan shall not be deemed a part of a participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Company or any Subsidiary, except where the Administrator expressly otherwise provides or authorizes in writing. Awards under this Plan may be made in addition to, in combination with, as alternatives to or in payment of grants, awards or commitments under any other plans or arrangements of the Company or its Subsidiaries.

17

8.14 Clawback Policy. The awards granted under this Plan are subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of awards or any Ordinary Shares or other cash or property received with respect to the awards (including any value received from a disposition of the shares acquired upon payment of the awards).

18

MONTAGE TECHNOLOGY GROUP LIMITED

2013 PERFORMANCE INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT (this “Option Agreement”) dated                      by and between Montage Technology Group Limited, a Cayman Islands company (the “Company”), and                      (the “Grantee”) evidences the incentive stock option (the “Option”) granted by the Company to the Grantee as to the number of the Company’s Ordinary Shares first set forth below.

Number of Ordinary Shares:1	Award Date:
Exercise Price per Share:1       $	Expiration Date:1,2

Vesting^1,2 [The Option shall become vested as to 25% of the total number of Ordinary Shares subject to the Option on the first anniversary of the Award Date. The remaining 75% of the total number of Ordinary Shares subject to the Option shall become vested in 36 substantially equal monthly installments, with the first installment vesting on the last day of the month following the month in which the first anniversary of the Award Date occurs and an additional installment vesting on the last day of each of the 35 months thereafter.]

The Option is granted under the Montage Technology Group Limited 2013 Performance Incentive Plan (the “Plan”) and is subject to the Terms and Conditions of Incentive Stock Option (the “Terms”) attached to this Option Agreement (incorporated herein by this reference) and to the Plan. The Option has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. The Option is intended as an incentive stock option within the meaning of Section 422 of the Code (an “ISO”). Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Option set forth herein. The Grantee acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.

“GRANTEE”	MONTAGE TECHNOLOGY GROUP LIMITED
	a Cayman Islands Company
Signature	By:
	Print Name:
Print Name
	Title:

CONSENT OF SPOUSE

In consideration of the Company’s execution of this Option Agreement, the undersigned spouse of the Grantee agrees to be bound by all of the terms and provisions hereof and of the Plan.

Signature of Spouse Date

¹  Subject to adjustment under Section 7.1 of the Plan.

²  Subject to early termination under Section 4 of the Terms and Section 7.2 of the Plan.

1

TERMS AND CONDITIONS OF INCENTIVE STOCK OPTION

1. Vesting; Limits on Exercise.

The Option shall vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the cover page of this Option Agreement. The Option may be exercised only to the extent the Option is vested and exercisable.

• Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.

• No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.

• Minimum Exercise. No fewer than 100 Ordinary Shares (subject to adjustment under Section 7.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.

• ISO Value Limit. If the aggregate fair market value of the shares with respect to which ISOs (whether granted under the Option or otherwise) first become exercisable by the Grantee in any calendar year exceeds $100,000, as measured on the applicable Award Dates, the limitations of Section 5.1.2 of the Plan shall apply and to such extent the Option will be rendered a nonqualified stock option.

2. Continuance of Employment/Service Required; No Employment/Service Commitment.

The vesting schedule applicable to the Option requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan.

Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Company or any of its Subsidiaries, confers upon the Grantee any right to remain employed by or in service to the Company or any Subsidiary, interferes in any way with the right of the Company or any Subsidiary at any time to terminate such employment or service, or affects the right of the Company or any Subsidiary to increase or decrease the Grantee’s other compensation. Nothing in this Option Agreement, however, is intended to adversely affect any independent contractual right of the Grantee without his/her consent thereto.

3. Method of Exercise of Option.

The Option shall be exercisable by the delivery to the Secretary of the Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of:

• a written notice stating the number of Ordinary Shares to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time,

• payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Company, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in Ordinary Shares already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date;

• any written statements or agreements required pursuant to Section 8.1 of the Plan; and

• satisfaction of the tax withholding provisions of Section 8.5 of the Plan.

The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any such payment method):

• notice and third party payment in such manner as may be authorized by the Administrator;

• in Ordinary Shares already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date;

• a reduction in the number of Ordinary Shares otherwise deliverable to the Grantee (valued at their fair market value on the exercise date, as determined under the Plan) pursuant to the exercise of the Option; or

• a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option.

The Option will qualify as an ISO only if it meets all of the applicable requirements of the Code. The Option may be rendered a nonqualified stock option if the Administrator permits the use of one or more of the non-cash payment alternatives referenced above.

4. Early Termination of Option.

4.1 Expiration Date. Subject to earlier termination as provided below in this Section 4, the Option will terminate on the “Expiration Date” as set forth on the cover page of this Option Agreement (the “Expiration Date”).

4.2 Possible Termination of Option upon Certain Corporate Events. The Option is subject to termination in connection with certain corporate events as provided in Section 7.2 of the Plan.

4.3 Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Company or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Company or a Subsidiary is referred to as the Grantee’s “Severance Date”):

• other than as expressly provided below in this Section 4.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period;

• if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period;

• if the Grantee’s employment or services are terminated by the Company or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

For purposes of the Option, “Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).

For purposes of the Option, “Cause” means that the Grantee:

has been negligent in the discharge of his or her duties to the Company or any of its Subsidiaries, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a

fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses);

has materially breached any of the provisions of any agreement with the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or

has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; has improperly induced a vendor or customer to break or terminate any contract with the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or has induced a principal for whom the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries acts as agent to terminate such agency relationship.

In all events the Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 4.2. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement.

Notwithstanding any post-termination exercise period provided for herein or in the Plan, the Option will qualify as an ISO only if it is exercised within the applicable exercise periods for ISOs under, and meets all of the other requirements of, the Code. If the Option is not exercised within the applicable exercise periods for ISOs or does not meet such other requirements, the Option will be rendered a nonqualified stock option.

5. Non-Transferability.

The Option and any other rights of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section 5.7 of the Plan.

6. Notices.

Any notice to be given under the terms of this Option Agreement shall be in writing and addressed to the Company at its principal office to the attention of the Secretary, and to the Grantee at the address last reflected on the Company’s payroll records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be given in writing and shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) through an internationally-recognized express courier service. Any such notice shall be given only when received, but if the Grantee is no longer employed by the Company or a Subsidiary, shall be deemed to have been duly given five business days after the date mailed in accordance with the foregoing provisions of this Section 6.

7. Plan.

The Option and all rights of the Grantee under this Option Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be bound by the terms of the Plan and this Option Agreement (including these Terms). The Grantee acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

8. Entire Agreement.

This Option Agreement (including these Terms) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

9. Governing Law; Limited Rights; Severability.

9.1 Cayman Islands Laws; Construction. This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands without regard to conflict of law principles thereunder. The terms of the Option grant have resulted from the negotiations of the parties and each of the parties has had an opportunity to obtain and consult with its own counsel. The language of all parts of the Plan and this Option Agreement (including these Terms) shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties.

9.2 Limited Rights. The Grantee has no rights as a shareholder of the Company with respect to the Option as set forth in Section 8.7 of the Plan. The Option does not place any limit on the corporate authority of the Company as set forth in Section 8.12 of the Plan.

9.3 Severability. If the arbitrator selected in accordance with this Option Agreement or a court of competent jurisdiction determines that any portion of this Option Agreement or the Plan is in violation of any statute or public policy, then only the portions of this Option Agreement and the Plan, as applicable, which violate such statute or public policy shall be stricken, and all portions of this Option Agreement and the Plan which do not violate any public policy or statute shall continue in full force and effect. Furthermore, it is the parties’ intent that any court order striking any portion of this Option Agreement and/or the Plan should modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties hereunder.

10. Arbitration.

10.1 Any dispute, controversy or claim (each, a “Dispute”) arising out of, in connection with or relating to this Option Agreement, including the interpretation, validity, invalidity, breach or termination thereof, shall be settled by arbitration.

10.2 The arbitration shall be conducted in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with the said Rule. There shall be one (1) arbitrator who shall be selected by the Hong Kong International Arbitration Centre.

10.3 The arbitration proceedings shall be conducted in English.

10.4 Each party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any doctrine of legal privilege or any confidentiality obligations binding on such party.

10.5 The costs of arbitration shall be borne by the losing party, unless otherwise determined by the arbitration tribunal.

10.6 When any Dispute occurs and when any Dispute is under arbitration, except for the matters in Dispute, the parties shall continue to fulfill their respective obligations and shall be entitled to exercise their rights under this Option Agreement.

10.7 The award of the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

10.8 Either party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the constitution of the arbitration tribunal.

11. Effect of this Agreement.

Subject to the Company’s right to terminate the Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Company.

12. Counterparts.

This Option Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

13. Section Headings.

The section headings of this Option Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

14. Clawback Policy.

The Option is subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require forfeiture of the Option and repayment or forfeiture of any Ordinary Shares or other cash or property received with respect to the Option (including any value received from a disposition of the shares acquired upon exercise of the Option).

MONTAGE TECHNOLOGY GROUP LIMITED

2013 PERFORMANCE INCENTIVE PLAN

NONQUALIFIED STOCK OPTION AGREEMENT

THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Option Agreement”) dated                      by and between Montage Technology Group Limited, a Cayman Islands company (the “Company”), and                      (the “Grantee”) evidences the nonqualified stock option (the “Option”) granted by the Company to the Grantee as to the number of the Company’s Ordinary Shares first set forth below.

Number of Ordinary Shares:1	Award Date:
Exercise Price per Share:1      $	Expiration Date:1, 2

Vesting^1,2 [The Option shall become vested as to 25% of the total number of Ordinary Shares subject to the Option on the first anniversary of the Award Date. The remaining 75% of the total number of Ordinary Shares subject to the Option shall become vested in 36 substantially equal monthly installments, with the first installment vesting on the last day of the month following the month in which the first anniversary of the Award Date occurs and an additional installment vesting on the last day of each of the 35 months thereafter.]

The Option is granted under the Montage Technology Group Limited 2013 Performance Incentive Plan (the “Plan”) and is subject to the Terms and Conditions of Nonqualified Stock Option (the “Terms”) attached to this Option Agreement (incorporated herein by this reference) and to the Plan. The Option has been granted to the Grantee in addition to, and not in lieu of, any other form of compensation otherwise payable or to be paid to the Grantee. Capitalized terms are defined in the Plan if not defined herein. The parties agree to the terms of the Option set forth herein. The Grantee acknowledges receipt of a copy of the Terms, the Plan and the Prospectus for the Plan.

“GRANTEE”	MONTAGE TECHNOLOGY GROUP LIMITED
	a Cayman Islands Company
Signature	By:
	Print Name:
Print Name
	Title:

CONSENT OF SPOUSE

In consideration of the Company’s execution of this Option Agreement, the undersigned spouse of the Grantee agrees to be bound by all of the terms and provisions hereof and of the Plan.

Signature of Spouse Date

¹  Subject to adjustment under Section 7.1 of the Plan.

²  Subject to early termination under Section 4 of the Terms and Section 7.2 of the Plan.

TERMS AND CONDITIONS OF NONQUALIFIED STOCK OPTION

15. Vesting; Limits on Exercise; Incentive Stock Option Status.

The Option shall vest and become exercisable in percentage installments of the aggregate number of shares subject to the Option as set forth on the cover page of this Option Agreement. The Option may be exercised only to the extent the Option is vested and exercisable.

• Cumulative Exercisability. To the extent that the Option is vested and exercisable, the Grantee has the right to exercise the Option (to the extent not previously exercised), and such right shall continue, until the expiration or earlier termination of the Option.

• No Fractional Shares. Fractional share interests shall be disregarded, but may be cumulated.

• Minimum Exercise. No fewer than 100 Ordinary Shares (subject to adjustment under Section 7.1 of the Plan) may be purchased at any one time, unless the number purchased is the total number at the time exercisable under the Option.

• Nonqualified Stock Option. The Option is a nonqualified stock option and is not, and shall not be, an incentive stock option within the meaning of Section 422 of the Code.

16. Continuance of Employment/Service Required; No Employment/Service Commitment.

The vesting schedule applicable to the Option requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Option and the rights and benefits under this Option Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Grantee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 4 below or under the Plan.

Nothing contained in this Option Agreement or the Plan constitutes a continued employment or service commitment by the Company or any of its Subsidiaries, confers upon the Grantee any right to remain employed by or in service to the Company or any Subsidiary, interferes in any way with the right of the Company or any Subsidiary at any time to terminate such employment or service, or affects the right of the Company or any Subsidiary to increase or decrease the Grantee’s other compensation. Nothing in this Option Agreement, however, is intended to adversely affect any independent contractual right of the Grantee without his/her consent thereto.

17. Method of Exercise of Option.

The Option shall be exercisable by the delivery to the Secretary of the Company (or such other person as the Administrator may require pursuant to such administrative exercise procedures as the Administrator may implement from time to time) of:

• a written notice stating the number of Ordinary Shares to be purchased pursuant to the Option or by the completion of such other administrative exercise procedures as the Administrator may require from time to time,

• payment in full for the Exercise Price of the shares to be purchased in cash, check or by electronic funds transfer to the Company, or (subject to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any non-cash payment) in Ordinary Shares already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date;

• any written statements or agreements required pursuant to Section 8.1 of the Plan; and

• satisfaction of the tax withholding provisions of Section 8.5 of the Plan.

The Administrator also may, but is not required to, authorize a non-cash payment alternative by one or more of the following methods (subject in each case to compliance with all applicable laws, rules, regulations and listing requirements and further subject to such rules as the Administrator may adopt as to any such payment method):

• notice and third party payment in such manner as may be authorized by the Administrator;

• in Ordinary Shares already owned by the Grantee, valued at their fair market value (as determined under the Plan) on the exercise date;

• a reduction in the number of Ordinary Shares otherwise deliverable to the Grantee (valued at their fair market value on the exercise date, as determined under the Plan) pursuant to the exercise of the Option; or

• a “cashless exercise” with a third party who provides simultaneous financing for the purposes of (or who otherwise facilitates) the exercise of the Option.

18. Early Termination of Option.

18.1 Expiration Date. Subject to earlier termination as provided below in this Section 4, the Option will terminate on the “Expiration Date” set forth on the cover page of this Option Agreement (the “Expiration Date”).

18.2 Possible Termination of Option upon Certain Corporate Events. The Option is subject to termination in connection with certain corporate events as provided in Section 7.2 of the Plan.

18.3 Termination of Option upon a Termination of Grantee’s Employment or Services. Subject to earlier termination on the Expiration Date of the Option or pursuant to Section 4.2 above, if the Grantee ceases to be employed by or ceases to provide services to the Company or a Subsidiary, the following rules shall apply (the last day that the Grantee is employed by or provides services to the Company or a Subsidiary is referred to as the Grantee’s “Severance Date”):

• other than as expressly provided below in this Section 4.3, (a) the Grantee will have until the date that is 3 months after his or her Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 3-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 3-month period;

• if the termination of the Grantee’s employment or services is the result of the Grantee’s death or Total Disability (as defined below), (a) the Grantee (or his beneficiary or personal representative, as the case may be) will have until the date that is 12 months after the Grantee’s Severance Date to exercise the Option (or portion thereof) to the extent that it was vested on the Severance Date, (b) the Option, to the extent not vested on the Severance Date, shall terminate on the Severance Date, and (c) the Option, to the extent exercisable for the 12-month period following the Severance Date and not exercised during such period, shall terminate at the close of business on the last day of the 12-month period;

• if the Grantee’s employment or services are terminated by the Company or a Subsidiary for Cause (as defined below), the Option (whether vested or not) shall terminate on the Severance Date.

For purposes of the Option, “Total Disability” means a “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code or as otherwise determined by the Administrator).

For purposes of the Option, “Cause” means that the Grantee:

has been negligent in the discharge of his or her duties to the Company or any of its Subsidiaries, has refused to perform stated or assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;

has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure or use of inside information, customer lists, trade secrets or other confidential information; has breached a

fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or has been convicted of a felony or misdemeanor (other than minor traffic violations or similar offenses);

has materially breached any of the provisions of any agreement with the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or

has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets of, the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; has improperly induced a vendor or customer to break or terminate any contract with the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries; or has induced a principal for whom the Company, any of its Subsidiaries or any affiliate of the Company or any of its Subsidiaries acts as agent to terminate such agency relationship.

In all events the Option is subject to earlier termination on the Expiration Date of the Option or as contemplated by Section 4.2. The Administrator shall be the sole judge of whether the Grantee continues to render employment or services for purposes of this Option Agreement.

19. Non-Transferability.

The Option and any other rights of the Grantee under this Option Agreement or the Plan are nontransferable and exercisable only by the Grantee, except as set forth in Section 5.7 of the Plan.

20. Notices.

Any notice to be given under the terms of this Option Agreement shall be in writing and addressed to the Company at its principal office to the attention of the Secretary, and to the Grantee at the address last reflected on the Company’s payroll records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be given in writing and shall be delivered in person or shall be enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) through an internationally-recognized express courier service. Any such notice shall be given only when received, but if the Grantee is no longer employed by the Company or a Subsidiary, shall be deemed to have been duly given five business days after the date mailed in accordance with the foregoing provisions of this Section 6.

21. Plan.

The Option and all rights of the Grantee under this Option Agreement are subject to the terms and conditions of the Plan, incorporated herein by this reference. The Grantee agrees to be bound by the terms of the Plan and this Option Agreement (including these Terms). The Grantee acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Option Agreement. Unless otherwise expressly provided in other sections of this Option Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not and shall not be deemed to create any rights in the Grantee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

22. Entire Agreement.

This Option Agreement (including these Terms) and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Option Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Company. The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Grantee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

23. Governing Law; Limited Rights; Severability.

23.1 Cayman Islands Laws; Construction. This Option Agreement shall be governed by and construed and enforced in accordance with the laws of the Cayman Islands without regard to conflict of law principles thereunder. The terms of the Option grant have resulted from the negotiations of the parties and each of the parties has had an opportunity to obtain and consult with its own counsel. The language of all parts of the Plan and this Option Agreement (including these Terms) shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against either of the parties.

23.2 Limited Rights. The Grantee has no rights as a shareholder of the Company with respect to the Option as set forth in Section 8.7 of the Plan. The Option does not place any limit on the corporate authority of the Company as set forth in Section 8.12 of the Plan.

23.3 Severability. If the arbitrator selected in accordance with this Option Agreement or a court of competent jurisdiction determines that any portion of this Option Agreement or the Plan is in violation of any statute or public policy, then only the portions of this Option Agreement and the Plan, as applicable, which violate such statute or public policy shall be stricken, and all portions of this Option Agreement and the Plan which do not violate any public policy or statute shall continue in full force and effect. Furthermore, it is the parties’ intent that any court order striking any portion of this Option Agreement and/or the Plan should modify the stricken terms as narrowly as possible to give as much effect as possible to the intentions of the parties hereunder.

24. Arbitration.

24.1 Any dispute, controversy or claim (each, a “Dispute”) arising out of, in connection with or relating to this Option Agreement, including the interpretation, validity, invalidity, breach or termination thereof, shall be settled by arbitration.

24.2 The arbitration shall be conducted in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with the said Rule. There shall be one (1) arbitrator who shall be selected by the Hong Kong International Arbitration Centre.

24.3 The arbitration proceedings shall be conducted in English.

24.4 Each party shall cooperate with the other in making full disclosure of and providing complete access to all information and documents requested by the other in connection with such arbitration proceedings, subject only to any doctrine of legal privilege or any confidentiality obligations binding on such party.

24.5 The costs of arbitration shall be borne by the losing party, unless otherwise determined by the arbitration tribunal.

24.6 When any Dispute occurs and when any Dispute is under arbitration, except for the matters in Dispute, the parties shall continue to fulfill their respective obligations and shall be entitled to exercise their rights under this Option Agreement.

24.7 The award of the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

24.8 Either party shall be entitled to seek preliminary injunctive relief from any court of competent jurisdiction pending the constitution of the arbitration tribunal.

25. Effect of this Agreement.

Subject to the Company’s right to terminate the Option pursuant to Section 7.2 of the Plan, this Option Agreement shall be assumed by, be binding upon and inure to the benefit of any successor or successors to the Company.

26. Counterparts.

This Option Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

27. Section Headings.

The section headings of this Option Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

28. Clawback Policy.

The Option is subject to the terms of the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require forfeiture of the Option and repayment or forfeiture of any Ordinary Shares or other cash or property received with respect to the Option (including any value received from a disposition of the shares acquired upon exercise of the Option).

EX-10.3

Exhibit 10.3

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [DATE], 2013, by and between Montage Technology Group Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), and [NAME] (the “Indemnitee”), a director of the Company.

WHEREAS, the Indemnitee has agreed to serve as a director of the Company and in such capacity will render valuable services to the Company;

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors of the Company, the Board of Directors has determined that this Agreement is not only reasonable and prudent, but necessary to promote and ensure the best interests of the Company and its shareholders; and

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration, including, without limitation, the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee to serve as a director of the Company, the Company and the Indemnitee hereby agree as follows:

1. Definitions. As used in this Agreement:

(a) “Board of Directors” shall mean the board of directors of the Company.

(b) “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar or successor schedule or form) promulgated under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred (irrespective of the applicability of the initial clause of this definition) if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act, but excluding any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare plan or employee share plan of the Company or any subsidiary of the Company, or any entity organized, appointed, established or holding securities of the Company with voting power for or pursuant to the terms of any such plan) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the Continuing Directors (as defined below) in office immediately prior to such person’s attaining such interest; (ii) the Company is a party to a merger, consolidation, scheme of arrangement, sale of assets or other reorganization, or a proxy contest, as a consequence of which Continuing Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors of the Company (or any successor entity) thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (including for this purpose any new director whose election or

nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) (such directors being referred to herein as “Continuing Directors”) cease for any reason to constitute at least a majority of the Board of Directors of the Company.

(c) “Disinterested Director” with respect to any request by the Indemnitee for indemnification or advancement of expenses hereunder shall mean a director of the Company who neither is nor was a party to the Proceeding (as defined below) in respect of which indemnification or advancement is being sought by the Indemnitee.

(d) The term “Expenses” shall mean, without limitation, expenses of Proceedings, including attorneys’ fees, disbursements and retainers, accounting and witness fees, expenses related to the preparation or service as a witness, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment or similar bonds, any expenses of attempting to establish or establishing a right to indemnification or advancement of expenses, under this Agreement, the Company’s Memorandum of Association and Articles of Association as currently in effect (the “Articles”), applicable law or otherwise, and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which the Indemnitee is not otherwise compensated by the Company or any third party. The term “Expenses” shall not include the amount of judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually levied against or sustained by the Indemnitee to the extent sustained after final adjudication.

(e) The term “Independent Legal Counsel” shall mean any firm of attorneys reasonably selected by the Board of Directors of the Company, so long as such firm has not represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity controlled by the Indemnitee or any party adverse to the Company, within the preceding five (5) years. Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any person who, under applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification or advancement of expenses under this Agreement, the Company’s Articles, applicable law or otherwise.

(f) The term “Proceeding” shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, or any other proceeding (including, without limitation, an appeal therefrom), formal or informal, whether brought in the name of the Company or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether by, in or involving a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation by the Company or its Board of Directors), by reason of (i) the fact that the Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as an agent of another enterprise, whether or not the Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement, (ii) any actual or alleged act or omission or neglect or breach of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such capacity, or (iii) the Indemnitee attempting to establish or establishing a right to indemnification or advancement of expenses pursuant to this Agreement, the Company’s Articles, applicable law or otherwise.

(g) The phrase “serving at the request of the Company as an agent of another enterprise” or any similar terminology shall mean, unless the context otherwise requires, serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic. The phrase “serving at the request of the Company” shall include, without limitation, any service as a director of the Company which imposes duties on, or involves services by, such director with respect to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the event that the Indemnitee shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares, combined voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it shall be presumed conclusively that the Indemnitee is so acting at the request of the Company.

2. Services by the Indemnitee. The Indemnitee agrees to serve as a director of the Company under the terms of the Indemnitee’s agreement with the Company for so long as the Indemnitee is duly elected and qualified, appointed or until such time as the Indemnitee tenders a resignation in writing or is removed as a director; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law).

3. Proceeding Other Than a Proceeding By or In the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, to the fullest extent permitted by applicable law; provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company (which approval shall not be unreasonably withheld).

4. Proceedings By or In the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was a director of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable law.

5. Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to (i) the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans or such plan’s participants or beneficiaries or (ii) anything done or not done by the Indemnitee as a director of the Company or in connection with serving at the request of the Company as an agent of another enterprise, or (b) has been successful, in whole or in part, in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law. If the Indemnitee has been wholly unsuccessful in defense of any Proceeding or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the extent the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that the conduct involved was unlawful.

6. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount of the Indemnitee’s Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, then the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, interest penalties or excise taxes to which the Indemnitee is entitled.

7. Advancement of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable law; provided, however, that the Indemnitee shall set forth in such request reasonable evidence that such Expenses have been incurred by the Indemnitee in connection with such Proceeding, a statement that such Expenses do not relate to any matter described in subparagraph 9(a) of this Agreement, and an undertaking in writing to repay any advances if it is ultimately determined as provided in subparagraph 8(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement.

8. Indemnification Procedure; Determination of Right to Indemnification.

(a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.

(b) The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable law, for indemnification pursuant to this Agreement and shall be absolutely entitled to such indemnification, unless a determination by clear and convincing evidence is made that the Indemnitee has not met such standards by (i) the Board of Directors by a majority vote of a quorum thereof consisting of Disinterested Directors, (ii) the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim for indemnification is made under this Agreement, (iii) Independent Legal Counsel as set forth in a written opinion (it being understood that such Independent Legal Counsel shall make such determination only if the quorum of Disinterested Directors referred to in clause (i) of this subparagraph 8(b) is not obtainable or if the Board of Directors of the Company by a majority vote of a quorum thereof consisting of Disinterested Directors so directs), or (iv) a court of competent jurisdiction; provided, however, that if a Change in Control shall have occurred and the Indemnitee so requests in writing, such determination shall be made only by a court of competent jurisdiction or by Independent Legal Counsel as set forth in a written opinion.

(c) If a claim for indemnification or advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days after receipt by the Company of written notice thereof, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such judicial proceeding shall be made de novo. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or shareholders of the Company or Independent Legal Counsel to have made a determination prior to the commencement of such action that indemnification or advancement of Expenses is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors or shareholders of the Company or Independent Legal Counsel that the Indemnitee has not met the applicable standard of conduct shall be a defense to an action by the Indemnitee or create a presumption for the purpose of such an action that the Indemnitee has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (i) create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Company and/or its shareholders, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification or advancement of Expenses under this Agreement, except as may be provided herein. The Company further agrees to stipulate in any such judicial proceeding that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.

(d) If a court of competent jurisdiction shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings). The Indemnitee’s Expenses incurred in connection with any Proceeding concerning the Indemnitee’s right to indemnification or advancement of Expenses in whole or in part pursuant to this Agreement shall also be indemnified by the Company, regardless of the outcome of such a Proceeding, to the fullest extent permitted by applicable law and the Company’s Articles.

(e) With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ his own counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee.

9. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:

(a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except where the Company has joined in or consented to the initiation of such Proceeding, or Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate;

(b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance;

(c) To indemnify the Indemnitee for any Expenses, judgments, fines, expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;

(d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;

(e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or

(f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful.

10. Contribution in the Event of Joint Liability.

(a) To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law, if the indemnification rights provided for in this Agreement are unavailable to the Indemnitee in whole or in part for any reason whatsoever, in respect of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company, in lieu of indemnifying the Indemnitee, shall pay, in the first instance, the entire amount incurred by the Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, without requiring the Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against the Indemnitee.

(b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against the Indemnitee.

(c) The Company hereby agrees to fully indemnify, hold harmless and exonerate the Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company (other than the Indemnitee) who may be jointly liable with the Indemnitee.

11. Continuation of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is a director of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was a director of the Company or serving in any other capacity referred to in this Paragraph 11.

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity on behalf of the Company while holding such office.

13. Primacy of Indemnification. The Company hereby agrees (i) that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary to any obligation of any other indemnitor of the Indemnitee (“Other Indemnitor”) to advance expenses or to provide indemnification for the same Losses incurred by Indemnitee), (ii) that it shall perform under this Agreement without regard to any rights Indemnitee may have against any Other Indemnitor, and (iii) that it irrevocably waives and relinquishes all claims against any Other Indemnitor for contribution, subrogation or any other recovery of any kind in respect of any Proceedings or Expenses. The Company further agrees that no advancement or payment by any Other Indemnitor on behalf of Indemnitee with respect to any Proceeding or Expense for which Indemnitee has sought indemnification from the Company shall affect the Company’s obligations hereunder.

14. Successors and Assigns.

(a) This Agreement shall be binding upon, and shall inure to the benefit of, the Indemnitee and the Indemnitee’s heirs, executors, administrators and assigns, whether or not the Indemnitee has ceased to be a director, and the Company and its successors and assigns. Upon the sale of all or substantially all of the business, assets or share capital of the Company to, or upon the merger of the Company into or with, any corporation, partnership, joint venture, trust or other person, this Agreement shall inure to the benefit of and be binding upon both the Indemnitee and such purchaser or successor person. Subject to the foregoing, this Agreement may not be assigned by either party without the prior written consent of the other party hereto.

(b) If the Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, the Company shall indemnify the Indemnitee’s estate and the Indemnitee’s spouse, heirs, executors, administrators and assigns against, and the Company shall, and does hereby agree to assume, any and all Expenses actually and reasonably incurred by or for the Indemnitee or the Indemnitee’s estate, in connection with the investigation, defense, appeal or settlement of any Proceeding. Further, when requested in writing by the spouse of the Indemnitee, and/or the Indemnitee’s heirs, executors, administrators and assigns, the Company shall provide appropriate evidence of the Company’s agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses.

15. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

16. Severability. Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.

17. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are incurred with respect to any Proceeding to the fullest extent permitted by any (a) applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or (b) applicable law.

18. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof.

19. Amendments. No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Company’s Articles, or by other agreements, including directors’ and officers’ liability insurance policies, of the Company.

20. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other.

21. Notices. Any notice required to be given under this Agreement shall be directed to Montage Technology Group Limited, c/o [ADDRESS], Attention: Mr. [NAME], and to the Indemnitee at [ADDRESS], or to such other address as either shall designate to the other in writing.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Indemnification Agreement as of the date first written above.

INDEMNITEE

Name:

MONTAGE TECHNOLOGY GROUP LIMITED

By:

Name:

Title:

INDEMNIFICATION AGREEMENT

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [DATE], 2013, by and between Montage Technology Group Limited, an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”), and [NAME] (the “Indemnitee”), an officer of the Company.

WHEREAS, the Indemnitee has agreed to serve as an officer of the Company and in such capacity will render valuable services to the Company;

WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as officers of the Company, the Board of Directors has determined that this Agreement is not only reasonable and prudent, but necessary to promote and ensure the best interests of the Company and its shareholders; and

NOW, THEREFORE, in consideration of the premises and mutual agreements hereinafter set forth, and other good and valuable consideration, including, without limitation, the service of the Indemnitee, the receipt of which hereby is acknowledged, and in order to induce the Indemnitee to serve as an officer of the Company, the Company and the Indemnitee hereby agree as follows:

1. Definitions. As used in this Agreement:

(a) “Board of Directors” shall mean the board of directors of the Company.

(b) “Change in Control” shall mean a change in control of the Company of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item on any similar or successor schedule or form) promulgated under the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Act”), whether or not the Company is then subject to such reporting requirement; provided, however, that, without limitation, such a Change in Control shall be deemed to have occurred (irrespective of the applicability of the initial clause of this definition) if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Act, but excluding any trustee or other fiduciary holding securities pursuant to an employee benefit or welfare plan or employee share plan of the Company or any subsidiary of the Company, or any entity organized, appointed, established or holding securities of the Company with voting power for or pursuant to the terms of any such plan) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing 20% or more of the combined voting power of the Company’s then outstanding securities without the prior approval of at least two-thirds of the Continuing Directors (as defined below) in office immediately prior to such person’s attaining such interest; (ii) the Company is a party to a merger, consolidation, scheme of arrangement, sale of assets or other reorganization, or a proxy contest, as a consequence of which Continuing Directors in office immediately prior to such transaction or event constitute less than a majority of the Board of Directors of the Company (or any successor entity) thereafter; or (iii) during any period of two (2) consecutive years, individuals who at the beginning of such period constituted the Board of Directors of the Company (including for this purpose any new director whose election or nomination for election by the Company’s shareholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period) (such directors being referred to herein as “Continuing Directors”) cease for any reason to constitute at least a majority of the Board of Directors of the Company.

(c) “Disinterested Director” with respect to any request by the Indemnitee for indemnification or advancement of expenses hereunder shall mean a director of the Company who neither is nor was a party to the Proceeding (as defined below) in respect of which indemnification or advancement is being sought by the Indemnitee.

(d) The term “Expenses” shall mean, without limitation, expenses of Proceedings, including attorneys’ fees, disbursements and retainers, accounting and witness fees, expenses related to the preparation or service as a witness, travel and deposition costs, expenses of investigations, judicial or administrative proceedings and appeals, amounts paid in settlement of a Proceeding by or on behalf of the Indemnitee, costs of attachment or similar bonds, any expenses of attempting to establish or establishing a right to indemnification or advancement of expenses, under this Agreement, the Company’s Memorandum of Association and Articles of Association as currently in effect (the “Articles”), applicable law or otherwise, and reasonable compensation for time spent by the Indemnitee in connection with the investigation, defense or appeal of a Proceeding or action for indemnification for which the Indemnitee is not otherwise compensated by the Company or any third party. The term “Expenses” shall not include the amount of judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually levied against or sustained by the Indemnitee to the extent sustained after final adjudication.

(e) The term “Independent Legal Counsel” shall mean any firm of attorneys reasonably selected by the Board of Directors of the Company, so long as such firm has not represented the Company, the Company’s subsidiaries or affiliates, the Indemnitee, any entity controlled by the Indemnitee or any party adverse to the Company, within the preceding five (5) years. Notwithstanding the foregoing, the term “Independent Legal Counsel” shall not include any person who, under applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitee’s right to indemnification or advancement of expenses under this Agreement, the Company’s Articles, applicable law or otherwise.

(f) The term “Proceeding” shall mean any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, or any other proceeding (including, without limitation, an appeal therefrom), formal or informal, whether brought in the name of the Company or otherwise, whether of a civil, criminal, administrative or investigative nature, and whether by, in or involving a court or an administrative, other governmental or private entity or body (including, without limitation, an investigation by the Company or its Board of Directors), by reason of (i) the fact that the Indemnitee is or was an officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, whether or not the Indemnitee is serving in such capacity at the time any liability or expense is incurred for which indemnification or reimbursement is to be provided under this Agreement, (ii) any actual or alleged act or omission or neglect or breach of duty, including, without limitation, any actual or alleged error or misstatement or misleading statement, which the Indemnitee commits or suffers while acting in any such capacity, or (iii) the Indemnitee attempting to establish or establishing a right to indemnification or advancement of expenses pursuant to this Agreement, the Company’s Articles, applicable law or otherwise.

(g) The phrase “serving at the request of the Company as an agent of another enterprise” or any similar terminology shall mean, unless the context otherwise requires, serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic. The phrase “serving at the request of the Company” shall include, without limitation, any service as an officer of the Company which imposes duties on, or involves services by, such officer with respect to the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans, such plan’s participants or beneficiaries or any other enterprise, foreign or domestic. In the event that the Indemnitee shall be a director, officer, employee or agent of another corporation, partnership, joint venture, limited liability company, trust, employee benefit or welfare plan or other enterprise, foreign or domestic, 50% or more of the ordinary shares, combined voting power or total equity interest of which is owned by the Company or any subsidiary or affiliate thereof, then it shall be presumed conclusively that the Indemnitee is so acting at the request of the Company.

2. Services by the Indemnitee. The Indemnitee agrees to serve as an officer of the Company under the terms of the Indemnitee’s agreement with the Company for so long as the Indemnitee is duly appointed and qualified, or until such time as the Indemnitee tenders a resignation in writing or is removed as an officer; provided, however, that the Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law).

3. Proceeding Other Than a Proceeding By or In the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding (other than a Proceeding by or in the right of the Company), by reason of the fact that the Indemnitee is or was an officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with such a Proceeding, to the fullest extent permitted by applicable law; provided, however, that any settlement of a Proceeding must be approved in advance in writing by the Company (which approval shall not be unreasonably withheld).

4. Proceedings By or In the Right of the Company. The Company shall indemnify the Indemnitee if the Indemnitee is a party to or threatened to be made a party to or is otherwise involved in any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the Indemnitee is or was an officer of the Company, or is or was serving at the request of the Company as an agent of another enterprise, against all Expenses, judgments, fines, interest or penalties, and excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in connection with the defense or settlement of such a Proceeding, to the fullest extent permitted by applicable law.

5. Indemnification for Costs, Charges and Expenses of Witness or Successful Party. Notwithstanding any other provision of this Agreement (except as set forth in subparagraph 9(a) hereof), and without a requirement for determination as required by Paragraph 8 hereof, to the extent that the Indemnitee (a) has prepared to serve or has served as a witness in any Proceeding in any way relating to (i) the Company or any of the Company’s subsidiaries, affiliates, employee benefit or welfare plans or such plan’s participants or beneficiaries or (ii) anything done or not done by the Indemnitee as an officer of the Company or in connection with serving at the request of the Company as an agent of another enterprise, or (b) has been successful, in whole or in part, in defense of any Proceeding or in defense of any claim, issue or matter therein, on the merits or otherwise, including the dismissal of a Proceeding without prejudice or the settlement of a Proceeding without an admission of liability, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the fullest extent permitted by applicable law. If the Indemnitee has been wholly unsuccessful in defense of any Proceeding or in defense of any claim, issue or matter therein, the Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by the Indemnitee in connection therewith to the extent the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal Proceeding, had no reasonable cause to believe that the conduct involved was unlawful.

6. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for a portion of the Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are actually and reasonably incurred by the Indemnitee in the investigation, defense, appeal or settlement of any Proceeding, but not, however, for the total amount of the Indemnitee’s Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, then the Company shall nevertheless indemnify the Indemnitee for the portion of such Expenses, judgments, fines, interest penalties or excise taxes to which the Indemnitee is entitled.

7. Advancement of Expenses. The Expenses incurred by the Indemnitee in any Proceeding shall be paid promptly by the Company in advance of the final disposition of the Proceeding at the written request of the Indemnitee to the fullest extent permitted by applicable law; provided, however, that the Indemnitee shall set forth in such request reasonable evidence that such Expenses have been incurred by the Indemnitee in connection with such Proceeding, a statement that such Expenses do not relate to any matter described in subparagraph 9(a) of this Agreement, and an undertaking in writing to repay any advances if it is ultimately determined as provided in subparagraph 8(b) of this Agreement that the Indemnitee is not entitled to indemnification under this Agreement.

8. Indemnification Procedure; Determination of Right to Indemnification.

(a) Promptly after receipt by the Indemnitee of notice of the commencement of any Proceeding, the Indemnitee shall, if a claim for indemnification or advancement of Expenses in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof in writing. The omission to so notify the Company will not relieve the Company from any liability which the Company may have to the Indemnitee under this Agreement unless the Company shall have lost significant substantive or procedural rights with respect to the defense of any Proceeding as a result of such omission to so notify.

(b) The Indemnitee shall be conclusively presumed to have met the relevant standards of conduct, if any, as defined by applicable law, for indemnification pursuant to this Agreement and shall be absolutely entitled to such indemnification, unless a determination by clear and convincing evidence is made that the Indemnitee has not met such standards by (i) the Board of Directors by a majority vote of a quorum thereof consisting of Disinterested Directors, (ii) the shareholders of the Company by majority vote of a quorum thereof consisting of shareholders who are not parties to the Proceeding due to which a claim for indemnification is made under this Agreement, (iii) Independent Legal Counsel as set forth in a written opinion (it being understood that such Independent Legal Counsel shall make such determination only if the quorum of Disinterested Directors referred to in clause (i) of this subparagraph 8(b) is not obtainable or if the Board of Directors of the Company by a majority vote of a quorum thereof consisting of Disinterested Directors so directs), or (iv) a court of competent jurisdiction; provided, however, that if a Change in Control shall have occurred and the Indemnitee so requests in writing, such determination shall be made only by a court of competent jurisdiction or by Independent Legal Counsel as set forth in a written opinion.

(c) If a claim for indemnification or advancement of Expenses under this Agreement is not paid by the Company within thirty (30) days after receipt by the Company of written notice thereof, the rights provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction. Such judicial proceeding shall be made de novo. The burden of proving by clear and convincing evidence that indemnification or advances are not appropriate shall be on the Company. Neither the failure of the directors or shareholders of the Company or Independent Legal Counsel to have made a determination prior to the commencement of such action that indemnification or advancement of Expenses is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, if any, nor an actual determination by the directors or shareholders of the Company or Independent Legal Counsel that the Indemnitee has not met the applicable standard of conduct shall be a defense to an action by the Indemnitee or create a presumption for the purpose of such an action that the Indemnitee has not met the applicable standard of conduct. The termination of any Proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself (i) create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Company and/or its shareholders, and, with respect to any criminal Proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful or (ii) otherwise adversely affect the rights of the Indemnitee to indemnification or advancement of Expenses under this Agreement, except as may be provided herein. The Company further agrees to stipulate in any such judicial proceeding that the Company is bound by all the provisions of this Agreement and is precluded from making any assertion to the contrary.

(d) If a court of competent jurisdiction shall determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication (including, but not limited to, any appellate proceedings). The Indemnitee’s Expenses incurred in connection with any Proceeding concerning the Indemnitee’s right to indemnification or advancement of Expenses in whole or in part pursuant to this Agreement shall also be indemnified by the Company, regardless of the outcome of such a Proceeding, to the fullest extent permitted by applicable law and the Company’s Articles.

(e) With respect to any Proceeding for which indemnification or advancement of Expenses is requested, the Company will be entitled to participate therein at its own expense and, except as otherwise provided below, to the extent that it may wish, the Company may assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to assume the defense of a Proceeding, the Company will not be liable to the Indemnitee under this Agreement for any Expenses subsequently incurred by the Indemnitee in connection with the defense thereof, other than as provided below. The Company shall not settle any Proceeding in any manner which would impose any penalty or limitation on the Indemnitee without the Indemnitee’s written consent. The Indemnitee shall have the right to employ his own counsel in any Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense of the Proceeding shall be at the expense of the Indemnitee, unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of a Proceeding, or (iii) the Company shall not in fact have employed counsel to assume the defense of a proceeding, in each of which cases the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company. The Company shall not be entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnitee.

9. Limitations on Indemnification. No payments pursuant to this Agreement shall be made by the Company:

(a) To indemnify or advance funds to the Indemnitee for Expenses with respect to (i) Proceedings initiated or brought voluntarily by the Indemnitee and not by way of defense, except where the Company has joined in or consented to the initiation of such Proceeding, or Proceedings brought to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under applicable law or (ii) Expenses incurred by the Indemnitee in connection with preparing to serve or serving, prior to a Change in Control, as a witness in cooperation with any party or entity who or which has threatened or commenced any action or proceeding against the Company, or any director, officer, employee, trustee, agent, representative, subsidiary, parent corporation or affiliate of the Company, but such indemnification or advancement of Expenses in each such case may be provided by the Company if the Board of Directors finds it to be appropriate;

(b) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, and sustained in any Proceeding for which payment is actually made to the Indemnitee under a valid and collectible insurance policy, except in respect of any excess beyond the amount of payment under such insurance;

(c) To indemnify the Indemnitee for any Expenses, judgments, fines, expenses or penalties sustained in any Proceeding for an accounting of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Act or similar provisions of any foreign or United States federal, state or local statute or regulation;

(d) To indemnify the Indemnitee for any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, for which the Indemnitee is indemnified by the Company otherwise than pursuant to this Agreement;

(e) To indemnify the Indemnitee for any Expenses (including without limitation any Expenses relating to a Proceeding attempting to enforce this Agreement), judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, on account of the Indemnitee’s conduct if such conduct shall be finally adjudged to have been knowingly fraudulent, deliberately dishonest or willful misconduct, including, without limitation, breach of the duty of loyalty; or

(f) If a court of competent jurisdiction finally determines that any indemnification hereunder is unlawful.

10. Contribution in the Event of Joint Liability.

(a) To the fullest extent not prohibited by (and not merely to the extent affirmatively permitted by) law, if the indemnification rights provided for in this Agreement are unavailable to the Indemnitee in whole or in part for any reason whatsoever, in respect of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding), the Company, in lieu of indemnifying the Indemnitee, shall pay, in the first instance, the entire amount incurred by the Indemnitee, whether for judgments, liabilities, fines, penalties, amounts paid or to be paid in settlement and/or for Expenses, without requiring the Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have at any time against the Indemnitee.

(b) The Company shall not enter into any settlement of any Proceeding in which the Company is jointly liable with the Indemnitee (or would be if joined in such Proceeding) unless such settlement provides for a full and final release of all claims asserted against the Indemnitee.

(c) The Company hereby agrees to fully indemnify, hold harmless and exonerate the Indemnitee from any claims for contribution which may be brought by officers, directors or employees of the Company (other than the Indemnitee) who may be jointly liable with the Indemnitee.

11. Continuation of Indemnification. All agreements and obligations of the Company contained herein shall continue during the period that the Indemnitee is an officer of the Company (or is or was serving at the request of the Company as an agent of another enterprise, foreign or domestic) and shall continue thereafter so long as the Indemnitee shall be subject to any possible Proceeding by reason of the fact that the Indemnitee was an officer of the Company or serving in any other capacity referred to in this Paragraph 11.

12. Indemnification Hereunder Not Exclusive. The indemnification provided by this Agreement shall not be deemed to be exclusive of any other rights to which the Indemnitee may be entitled under the Company’s Articles, any agreement, vote of shareholders or vote of Disinterested Directors, provisions of applicable law, or otherwise, both as to action or omission in the Indemnitee’s official capacity and as to action or omission in another capacity on behalf of the Company while holding such office.

13. Primacy of Indemnification. The Company hereby agrees (i) that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary to any obligation of any other indemnitor of the Indemnitee (“Other Indemnitor”) to advance expenses or to provide indemnification for the same Losses incurred by Indemnitee), (ii) that it shall perform under this Agreement without regard to any rights Indemnitee may have against any Other Indemnitor, and (iii) that it irrevocably waives and relinquishes all claims against any Other Indemnitor for contribution, subrogation or any other recovery of any kind in respect of any Proceedings or Expenses. The Company further agrees that no advancement or payment by any Other Indemnitor on behalf of Indemnitee with respect to any Proceeding or Expense for which Indemnitee has sought indemnification from the Company shall affect the Company’s obligations hereunder.

14. Successors and Assigns.

(a) This Agreement shall be binding upon, and shall inure to the benefit of, the Indemnitee and the Indemnitee’s heirs, executors, administrators and assigns, whether or not the Indemnitee has ceased to be an officer, and the Company and its successors and assigns. Upon the sale of all or substantially all of the business, assets or share capital of the Company to, or upon the merger of the Company into or with, any corporation, partnership, joint venture, trust or other person, this Agreement shall inure to the benefit of and be binding upon both the Indemnitee and such purchaser or successor person. Subject to the foregoing, this Agreement may not be assigned by either party without the prior written consent of the other party hereto.

(b) If the Indemnitee is deceased and is entitled to indemnification under any provision of this Agreement, the Company shall indemnify the Indemnitee’s estate and the Indemnitee’s spouse, heirs, executors, administrators and assigns against, and the Company shall, and does hereby agree to assume, any and all Expenses actually and reasonably incurred by or for the Indemnitee or the Indemnitee’s estate, in connection with the investigation, defense, appeal or settlement of any Proceeding. Further, when requested in writing by the spouse of the Indemnitee, and/or the Indemnitee’s heirs, executors, administrators and assigns, the Company shall provide appropriate evidence of the Company’s agreement set out herein to indemnify the Indemnitee against and to itself assume such Expenses.

15. Subrogation. In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnitee, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Company effectively to bring suit to enforce such rights.

16. Severability. Each and every paragraph, sentence, term and provision of this Agreement is separate and distinct so that if any paragraph, sentence, term or provision thereof shall be held to be invalid, unlawful or unenforceable for any reason, such invalidity, unlawfulness or unenforceability shall not affect the validity, unlawfulness or enforceability of any other paragraph, sentence, term or provision hereof. To the extent required, any paragraph, sentence, term or provision of this Agreement may be modified by a court of competent jurisdiction to preserve its validity and to provide the Indemnitee with the broadest possible indemnification permitted under applicable law. The Company’s inability, pursuant to a court order or decision, to perform its obligations under this Agreement shall not constitute a breach of this Agreement.

17. Savings Clause. If this Agreement or any paragraph, sentence, term or provision hereof is invalidated on any ground by any court of competent jurisdiction, the Company shall nevertheless indemnify the Indemnitee as to any Expenses, judgments, fines, interest or penalties, or excise taxes assessed with respect to any employee benefit or welfare plan, which are incurred with respect to any Proceeding to the fullest extent permitted by any (a) applicable paragraph, sentence, term or provision of this Agreement that has not been invalidated or (b) applicable law.

18. Interpretation; Governing Law. This Agreement shall be construed as a whole and in accordance with its fair meaning and any ambiguities shall not be construed for or against either party. Headings are for convenience only and shall not be used in construing meaning. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without regard to the conflict of laws principles thereof.

19. Amendments. No amendment, waiver, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by the party against whom enforcement is sought. The indemnification rights afforded to the Indemnitee hereby are contract rights and may not be diminished, eliminated or otherwise affected by amendments to the Company’s Articles, or by other agreements, including directors’ and officers’ liability insurance policies, of the Company.

20. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each party and delivered to the other.

21. Notices. Any notice required to be given under this Agreement shall be directed to Montage Technology Group Limited, c/o [ADDRESS], Attention: Mr. [NAME], and to the Indemnitee at [ADDRESS], or to such other address as either shall designate to the other in writing.

[The remainder of this page is intentionally left blank.]

IN WITNESS WHEREOF, the parties have executed this Indemnification Agreement as of the date first written above.

INDEMNITEE

Name:

MONTAGE TECHNOLOGY GROUP LIMITED

By:

Name:

Title:

EX-10.4

Exhibit 10.4

May 1, 2012

Mr. HOWARD CHONGHE YANG

Dear Howard,

The Montage Technology Company Limited is pleased to offer you the employment with us commencing May 1, 2012 with the contract period of three years. Your employment is governed by the terms and conditions stipulated below:

1. Position

Upon your effective date of employment, you will be employed in the capacity of Chairman/ CEO.

2. Salary

The compensation is US$114,600 per annum before tax which includes 12 monthly salaries.

3. Paid Annual Leave

You shall be entitled to 15 working days annual leave with pay on the basis of every completed twelve month period of employment, such leave to be taken at such times as approved by the Management.

All employees joining the company during the calendar year are only entitled to one leave per month during the first six months or until such time as their probation is completed, whichever is earlier. The entitlement is to be calculated on a pro-rata basis.

4. Office Hours

Monday to Friday	:	0900-1800 hours
Saturday, Sunday and Public Holidays	:	As required

5. Probation

You are required to serve a probationary period of Zero(0) months and may be extended based on work performance. Upon successful completion of the probation, you will be appointed as a permanent full-time employee of the Company and will be entitled to general fringe benefits as are prescribed by the Company.

1

6. Termination

• Within the first month of probationary period, this Agreement may be terminated by either party with three days (3) advance notice or payment in Lieu.

• After the first month but within the probationary period, this Agreement can be terminated by either party with seven days (7) advance notice or payment in Lieu.

• After probationary period, it is required to provide one month’s written notice, or payment in Lieu by either party in the case of termination of employment.

The Company may dismiss you immediately without compensation if you:

• Commit any acts of gross misconduct or repeat or continue any other misconduct or serious breach of your obligations under this agreement; or

• are convicted of any criminal offence; or

• commit any act of fraud or dishonesty.

7. Unauthorized Absence

Without prejudice to the other right, the Company may deduct the equivalent amount of daily salary from the Employee’s salary for every day of absence from employment without the prior permission of the Employer.

8. Proprietary Information

All confidential documents (both physical or electronical) or other information to which you will have access during the course of employment will be treated as confidential and shall not be divulged by you to any person nor be retained or used in any form whatsoever either during or after the employment except for the purpose of employment by Montage Technology Company Limited or its subsidiaries.

9. Release of Information

If any form of confidential document, or copy thereof has to be made available to third parties, the prior permission from the Management has to be obtained. Consent will not normally be given unless the requirement is essential for the purposes of Montage Technology Company Limited’s business.

2

10. Undertaking

You are requested to sign and return the duplicate copy of this letter and to serve as your official acceptance and acknowledgement of the aforesaid and that the procedures relating to disclosure of information are fully understood.

Yours sincerely,

	Signed and accepted by:
Montage Technology Company Limited [Company Chop]
	/S/ HOWARD CHONGHE YANG
Date: May 1, 2012	Date:

3

Instruction on Conclusion of Labor Contract

1. This contract is formulated by Montage Technology (Shanghai) Co., Ltd. pursuant to PRC Labor Law, PRC Labor Contract Law and Shanghai Regulations on Labor Contract and in the light of the condition of the company.

2. The company adopts labor contract system as its system of recruitment. All employees who are employed as regular employees of the company shall enter into labor contracts with the company, which shall become effective immediately after they are signed and sealed, and the company and its employees shall perform all the rights and obligations set forth therein.

3. A signatory shall read all the provisions of this contract carefully before entering into this contract.

4. An employee of the company shall enter into labor contract in person rather than by proxy.

5. If there is any discrepancy between any provision of this contract and any provision of the laws, regulations or policies of the state, the provision of the laws, regulations or policies of the state shall prevail.

Montage Technology (Shanghai) Co., Ltd.

Montage Technology (Shanghai) Co., Ltd.

Labor Contract

Name of Party A: Montage Technology (Shanghai) Co., Ltd.

Legal representative/person-in-charge: Howard Chonghe Yang

Domicile: Rooms 1601, 1701 and 1801, Building A, 900 Yi Shan Road, Shanghai

Postal code: 200233

Telephone: 021-51696833

Name of Party B: Howard Chonghe Yang

Employee #:                                         

ID card No. and No. of other valid ID credentials:                                         

Domicile (postal) address:                                                                                                                            

Postal code:                                         

Telephone:                                         

Bank account #:                                                                                                                                        

1

In accordance with PRC Labor Law, PRC Labor Contract Law and Shanghai Regulations on Labor Contract and on the principle of voluntariness and equality, Party A and Party B, after consultations, agree to enter into this contract for their mutual compliance.

Article 1: Job responsibilities and location

1. Party A employs Party B to work as Chairman of the board of directors/Chief Executive Officer at the department of                     . Party B shall complete assignments in conformity with the schedule and quality requirements of Party A.

Party A may, upon consultation with Party B, adjust Party B’s position and benefits in the light of Party A’s operational and production needs and Party B’s capability, performance and otherwise.

2. Party B will work mainly at the following location: Shanghai.

Article 2: Type and term of contract

1. Type of this contract: fixed term labor contract.

Valid term of this contract: December 28, 2012 through April 30, 2022.

This contract will terminate automatically upon expiration of its term. Party A may, one month prior to the expiration of the term of this contract, make a request to Party B for renewal of this contract. If Party A makes a request for renewal of this contract, Party B shall, prior to the earlier of the expiration of the term of this contract or a time limit prescribed by Party A, accept or refuse the request for renewal. If, prior to the expiration of the term of this contract, Party A makes no request for the renewal or if Party B does not respond prior to the expiration of the term of this contract or within a time limit prescribed by Party A, this contract shall not be deemed to be renewed.

2. Probation period: 0 months. If Party B cannot be employed by Party A due to Party B’s incompetency for the work arranged by Party A in the aspects of health condition, labor capacity and work performance during the probation period, Party A shall, three working days in advance, formally notify Party B in writing of its decision not to employ Party B. If Party B makes a request for quitting his/her job due to his/her dissatisfaction with the work or other conditions arranged by Party A, Party B shall also be required to notify Party A in writing three working days in advance.

If, during the expiration of the probation period, Party B receives no notice of Party A’s decision not to employ Party B, Party B shall be deemed to have been employed formally.

3. Conditions for employment:

(1) Requirements for knowledge, technology, health condition, etc. and the specific requirements of the position to be held, as set forth in the job advertisement, shall be met.

2

(2) All materials and relevant information provided by Party B to Party A, including without limitations, graduation certificate, diploma, rating certificate, curriculum vitae, work experience, proof of severance issued by previous employer, reason for severance, proof of passing of physical examination issued by designated hospital and proof of marriage, shall be true and valid. If there is any change in Party B’s personal information, Party B shall inform Party A of such change in writing in a timely manner.

(3) During the probation period, Party A shall keep an objective record of and objectively appraise Party B’s competence for work as the basis for measuring whether Party B meets the conditions for employment during the probation period.

4. If Party B accepts any opportunity for advanced studies, training, overseas study and scout tour offered and financed by Party A, Party B shall enter into an agreement on the term of service separately. If the parties do not enter into any agreement on the term of service separately, the length of term of service shall, upon confirmation by Party B, be computed on the basis that Party B’s term of service shall be extended by one year for each RMB10,000 contributed by Party A.

Since Party A has covered a training fee of RMB         /         for Party B, Party A and Party B agree that the term of service of Party B at Party A is         /         years, commencing on         /         and ending on         /        .

Article 3: Working hours and leave

1. Party A shall, in accordance with law, schedule Party B’s working hours at Party A in light of the nature and content of Party B’s work.

2. Party B shall be entitled to statutory holidays and rest days provided by the state.

Article 4: Labor compensation

1. Party A implements a system of position-based salary and Party B’s basic salary is RMB 23,800 per month before tax.

2. Party A shall pay 12 months of monthly salary over a full year and in addition to the aforesaid basic salary, as an extra welfare benefit offered by Party A to its employees, Party A will pay a quarterly bonus on a quarterly basis and pay a year-end bonus annually. If an employee leaves office during the probation period, such employee shall not be entitled to quarterly and year-end bonus; If an employee leaves office before the expiration of this contract, the end of a quarter or the end of a year, such employee shall not be entitled to the quarterly bonus for the quarter and the year-end bonus for the year.

The method of computing quarterly bonus is: (the number of days in the quarter on which work has actually taken place/the number of days in the quarter on which work should have taken place) * half a month’s basic salary;

3

The method of computing year-end bonus is: (the number of days in the calendar year on which work has actually taken place/the number of days in the calendar year on which work should have taken place) * one month’s basic salary.

Party A may from time to time issue or amend internal rules on compensation and welfare benefits to specifically provide for the payment of the aforesaid bonuses.

3. Party A shall, on the fifth day of the following month, fully pay the previous month’s salary of Party B in the form of currency and if such payment day falls on a public holiday, such payment shall be automatically deferred until the immediately following working day.

4. When paying Party B labor compensation each month, Party A will withhold the individual income tax payable by Party B in accordance with law and the portions of all social insurance and housing fund contributions that are personally payable; provided that Party B shall be solely liable for his/her individual income tax and any other withholdings, costs or taxes relating to his/her labor compensation.

5. During the performance of this contract, the adjustment to Party B’s salary shall be determined based on Party A’s salary distribution system.

6. Party A’s salary distribution system and Party B’s income will be included in the scope of Party A’s information confidentiality and Party B shall strictly keep the confidentiality and may not make disclosure to any third party.

Article 5: Social insurance and welfare benefits

1. Party A shall take out for Party B social insurance in accordance with the rules of the state and Shanghai on social insurance.

2. In the event of Party B’s illness or non-work related injury, Party B’s sick pay, disease relief and medical treatment benefits shall be determined pursuant to relevant rules of the state and Shanghai.

3. In the event of Party B’s occupational disease or work-related injury, Party B’s salary and benefits from work-related injury insurance shall be determined pursuant to relevant rules of the state and Shanghai.

Article 6: Labor protection, work condition and protection against occupational hazard

1. Party A shall establish and perfect a production technological process and formulate operating procedures, work specifications, and rules and standards for labor safety and sanitation. Party A shall perform its obligation to inform Party B of any post that may cause occupational disease and take proper precautions against occupational hazard in the course of work.

4

2. Party A shall provide Party B with necessary working conditions and safe and sanitary working condition and, in the light of the characteristics of the enterprise’s production and operation and in accordance with relevant rules, distribute labor protection requisites and heatstroke prevention requisites to Party B.

3. Party A shall, in the light of its own characteristics, educate and train Party B in a planned manner to improve Party B’s ideological consciousness, professional ethics and occupational skills.

Party B shall earnestly participate in all necessary education and training organized by Party A.

Article 7: Labor discipline, rewards and punishment

1. Party B shall comply with the laws and regulations of the state, fulfill his/her obligations as a citizen and uphold social ethics.

2. Party B shall have an ardent love for Party A, safeguard Party A’s reputation and interest, observe all of Party A’s regulations and rules and system of confidentiality (as may be amended by Party A pursuant to applicable laws and regulations from time to time), as detailed in employee handbook and other materials issued by Party A from time to time.

3. Party A may, in the light of Party B’s actual performance, commend, reward or impose punishment (warning, disciplinary action, fine, dismissal, compensation for loss) on Party B, as detailed in employee handbook and other materials issued by Party A from time to time.

Article 8: Amendment to labor contract

Party A and Party B may, upon mutual agreement through consultations, amend this contract in writing. If upon execution of this contract, amendment to this contract is necessitated by any change in the PRC laws or regulations, Party B hereby agrees that Party A will amend this contract as per the requirement of such applicable laws or regulations.

Article 9: Rescission and termination of labor contract

1. This contract may be rescinded upon mutual agreement of Party A and Party B through consultations.

2. Party B may rescind this contract by giving a thirty days’ prior written notice to Party A. During the probation period, Party B may rescind this contract by giving a written notice to Party A three working days in advance. If Party B resigns pursuant to this provision, Party A shall have no obligation to pay Party B any economic compensation in connection with the rescission of this contract.

5

3. Party B may rescind this contract if:

(1) Party A does not pay labor compensation, make social insurance contributions or provide working condition as agreed in this contract, except for adjustment by Party A of Party B’s salary pursuant to the rules of the company and the labor contract;

(2) Party A’s rules violate any laws or regulations, which jeopardizes Party B’s interest;

(3) Party A forces Party B to work by means of violence, threat, or illegally restraining personal freedom, or Party A violates the safety regulations to order or force dangerous operations that endanger Party B’s personal life, in which case Party B may immediately rescind this contract.

4. Party A may rescind this contract if:

(1) it is proved, during the probationary period, that Party B has failed to meet the conditions for employment;

(2) After undergoing a prescribed period of medical treatment of his/her illness or non-work-related injury, Party B remains unable to perform his/her original work duties or another job rearranged by Party A;

(3) Party B has materially violated the rules and regulations of Party A (the basis for determining “material” shall be the criterion described in Party A’s employee handbook);

(4) Party B commits material dereliction of duty or malpractice, including without limitations, Party B acquiring Party A’s property in a fraudulent manner by false documentation or by other means, irrespective of the amount, which causes major damage to Party A (the basis for determining “major damage” shall be the criterion described in Party A’s employee handbook);

(5) Party B is incompetent for his/her position and remains so even after training or rearrangement of his position;

(6) the materials provided by Party B pursuant to Article 2.3(2) hereof are untrue; Party B employs the means of deception to cause Party A to enter into or amend a labor contract, which renders this contract null and void;

(7) Party B is held criminally liable in accordance with law;

(8) Party B holds a concurrent post during the term of this contract or the term of his/her service;

(9) A major change in the objective circumstances pursuant to which this contract was entered into (such as relocation of place of business, Party A’s restructuring, etc.) has rendered this contract incapable of being performed and Party A and Party B fail to reach agreement on amendment to this contract.

6

(10) Party A needs to reduce its work force due to difficulties in its production and operation or change of the line of production or change in technological condition; or

(11) other reasons permitted by laws or regulations.

If Party A rescinds this contract pursuant to Articles 9.4(1), 9.4(3), 9.4(4) and Articles 9.4(6) to 9.4(8), Party A shall have no obligation to pay Party B any economic compensation in connection with the rescission of this contract.

5. This labor contract shall automatically terminate if:

(1) Party B becomes entitled to basis pension plan benefits;

(2) Party B is deceased, or is declared deceased or missing by the people’s court;

(3) Party A is declared bankrupt in accordance with law; or

(4) other circumstances set forth by the labor contract law.

6. If either of Party A and Party B requests rescission of this contract or termination of this contract upon its expiration, Party B shall complete the severance formalities pursuant to relevant rules of Party B. If Party B does not go through the severance formalities or leaves office without authorization, Party B shall bear liability for economic compensation and other legal liabilities.

7. During the term of this contract, if either of Party A and Party B requests rescission of this labor contract, it or he/she shall give a thirty days’ prior written notice to the other party (except pursuant to Articles 9.4(1), 9.4(3), 9.4(4) and Articles 9.4(6) to 9.4(8) and Articles 9.3(1) to 9.3(3)), in which case, Party A shall have the right to ask Party B to cease his/her work during the notice period and/or to engage in any business of Party B and complete handover of his/her work; or in the case of rescission of this labor contract requested by Party A, Party A may elect to pay Party B an extra one month’s salary in lieu of the notice period to rescind this labor contract; provided that Party B may not set off the days of compensatory leave, annual leave and otherwise against the notice period unless agreed to by Party A.

7

Article 10: Liability for breach of contract and liquidated damages

1. Party B shall pay Party A corresponding liquidated damages if he/she has one of the behaviors specified below. If Party B causes economic losses to Party A, Party B shall also bear the responsibility of indemnification besides the damages payable to Party A:

(1) if the service term provision specified in Article 2.4 hereof is violated, Party B shall pay damages in an amount which is actually provided and expended -by Party A, the amount of damages shall be divided into equal installments in accordance with the service term and on a yearly progressive decrease on the basis of the service term actually performed by Party B. The damages shall be paid on a monthly progressive decrease basis starting from the second (2nd) anniversary of this contract;

If Party B violates the service term provision and rescinds this contract before the expiration of its term, a thirty days’ prior written notice shall be given to Party A and damages shall be paid before departure from work.

(2) if confidentiality provision hereof is violated, 30% of the total annual salaries payable to Party B shall be paid to Party A as damages. If the amount of losses caused to Party A by Party A’s violation of confidentiality obligations is more than 30% of the total annual salaries (including additional salaries) payable to Party B, Party B shall indemnify against all the losses suffered by Party A. If Party B violates the non-compete provision hereof, Party B shall pay Party B double of the compensation payable by Party A to Party B specified in Article 12.1 hereof as liquidated damages from violation of non-compete provision.

(3) If Party B violates the duty of care as an agent and enters into agreement with, or makes any expression of intent to, any third party in representation of Party A beyond the scope of authorization, Party B shall bear all economic losses incurred therefrom suffered by Party A. If the losses are serious and are more than RMB30,000, Party A is entitled to rescind this contract.

(4) If Party B leaves the position after resignation without issuing a notice in a manner as prescribed by laws, or departs from work without notice during the statutory notice period, it shall be deemed as violation of this contract. Party B shall compensate Party A for any economic losses incurred from Party B’s leave from work without due notice.

Article 11: Special Covenants

1. During the term of the employee’s employment and for a period of two years following termination of the employment with Party A, Party B shall not undertake by himself or herself, or join competitors of the company to undertake, the work that competes with the business of the company, unless Party B is exempted from such obligations by Party A at its own discretion (under such circumstance, Party A is not obliged to pay any compensation to Party B). Please refer to Employee Confidentiality, Non-compete and Invention Rights ownership Agreement signed by both parties for details.

2. Party B shall undertake and acknowledge that, his/her employment with previous employer is terminated lawfully and will not cause Party A to bear any legal responsibilities. If Party B is unable to abide any PRC laws or accept the employment by the company breaching any agreements with his/her previous employer or third parties, Party B shall indemnify against economic losses suffered by Party A as a result of his/her breach of this contract.

8

3. Party B shall not provide, promise or gift cash or anything of value to government officials, political parties or their officials, candidates of governmental positions or any other person when he/she knows or should have known the purpose of providing, promising or gifting cash or anything of value to the aforesaid persons is to influence their acts, omission to act or decisions, in order to obtain or maintain the business of Party A or distribute the business to others. If Party B violates the aforesaid provision, Party A is entitled to terminate the contract with Party B immediately and take other actions. Party B shall also indemnify against all economic losses of Party A incurred therefrom.

Article 12: Notice

Any notice to be issued pursuant to provisions of this contract shall be made in written form and delivered to the person at the address set forth hereunder in a method which is usually swift and secured. Any notice shall be deemed to have arrived on the third business day after the payment of postage and the certification for duly payment of postage shall be deemed as sufficient proof for delivery of such notice.

One party shall notify the other party in writing of any change of address of such party. Should such party fail to notify the other party of any change of address, the address set forth hereunder is deemed as the legal and effective address at which documents will be received.

Article 13: Settlement of Labor Dispute

Any dispute between the parties arising from the performance of this contract shall be settled through consultation. If settlement cannot be reached through consultation, the parties shall apply for arbitration to the labor dispute arbitration commission at the place of Party A. The party dissenting to the arbitration awards may file a lawsuit at people’s court at the place of Party A during the statutory period.

Article 14: Others

1. If there is any conflict between the provisions of this contract and the Offer Letter issued by Party A to Party B, the relevant provisions in this contract shall prevail.

2. If there is anything leftover or any conflict between the provisions of this contract regarding the labor standard and the regulations of the state or Shanghai, the relevant regulations shall prevail.

3. Party A and Party B shall enter into relevant training agreement, service term agreement, employee confidentiality, non-compete and invention ownership agreement separately as needed. If there is any conflict between the provisions of the aforesaid agreements and this contract, these agreements shall prevail.

9

4. This contract will have six pages and is made in two counterparts with each party holding one of them. These two counterparts shall take effect upon the execution by the two parties.

5. Party B shall undertake that the mailing address in this contract is true and effective, and is the address for service for all documents in relation to employment. Party B shall notify Party A in writing of any changes in the address; otherwise, Party B shall bear the responsibilities for all consequences arising therefrom.

Party A (seal):	Party B (seal):
Representative [Company Chop]	/S/ Howard Chonghe Yang
Date:                     ,	Date: January 23, 2013

10

June 1, 2013

Mr. HOWARD CHONGHE YANG

Dear Howard,

Montage Technology Macao Commercial Offshore Limited is pleased to offer you the employment with us commencing June 1, 2013 with the contract period of three years. Your employment is governed by the terms and conditions stipulated below:

1. Position

Upon your effective date of employment, you will be employed in the capacity of Chairman/ CEO .

2. Salary

The compensation is US$114,600 per annum before tax which includes 12 monthly salaries.

3. Paid Annual Leave

You shall be entitled to 15 working days annual leave with pay on the basis of every completed twelve month period of employment, such leave to be taken at such times as approved by the Management.

All employees joining the company during the calendar year are only entitled to one leave per month during the first six months or until such time as their probation is completed, whichever is earlier. The entitlement is to be calculated on a pro-rata basis.

4. Office Hours

Monday to Friday	:	0900-1800 hours
Saturday, Sunday and Public Holidays	:	As required

5. Probation

You are required to serve a probationary period of Zero(0) months and may be extended based on work performance. Upon successful completion of the probation, you will be appointed as a permanent full-time employee of the Company and will be entitled to general fringe benefits as are prescribed by the Company.

1

6. Termination

– Within the first month of probationary period, this Agreement may be terminated by either party with three days (3) advance notice or payment in Lieu.

– After the first month but within the probationary period, this Agreement can be terminated by either party with seven days (7) advance notice or payment in Lieu.

– After probationary period, it is required to provide one month’s written notice, or payment in Lieu by either party in the case of termination of employment.

The Company may dismiss you immediately without compensation if you:

– Commit any acts of gross misconduct or repeat or continue any other misconduct or serious breach of your obligations under this agreement; or

– are convicted of any criminal offence; or

– commit any act of fraud or dishonesty.

7. Unauthorized Absence

Without prejudice to the other right, the Company may deduct the equivalent amount of daily salary from the Employee’s salary for every day of absence from employment without the prior permission of the Employer.

8. Proprietary Information

All confidential documents (both physical or electronical) or other information to which you will have access during the course of employment will be treated as confidential and shall not be divulged by you to any person nor be retained or used in any form whatsoever either during or after the employment except for the purpose of employment by Montage Technology Macao Commercial Offshore Limited or its subsidiaries.

9. Release of Information

If any form of confidential document, or copy thereof has to be made available to third parties, the prior permission from the Management has to be obtained. Consent will not normally be given unless the requirement is essential for the purposes of Montage Technology Macao Commercial Offshore Limited’s business.

2

10. Undertaking

You are requested to sign and return the duplicate copy of this letter and to serve as your official acceptance and acknowledgement of the aforesaid and that the procedures relating to disclosure of information are fully understood.

Yours sincerely,

	Signed and accepted by:
Montage Technology Macao Commercial Offshore Limited [Company Chop]
	/S/ HOWARD CHONGHE YANG
Date: June 1, 2013	Date:

3

EX-10.5

Exhibit 10.5

May 1, 2012

Mr. STEPHEN KOUNG-IO TAI

Dear Stephen,

Montage Technology Company Limited is pleased to offer you the employment with us commencing May 1, 2012 with the contract period of three years. Your employment is governed by the terms and conditions stipulated below:

1. Position

Upon your effective date of employment, you will be employed in the capacity of President .

2. Salary

The compensation is US$114,600 per annum before tax which includes 12 monthly salaries.

3. Paid Annual Leave

You shall be entitled to 15 working days annual leave with pay on the basis of every completed twelve month period of employment, such leave to be taken at such times as approved by the Management.

All employees joining the company during the calendar year are only entitled to one leave per month during the first six months or until such time as their probation is completed, whichever is earlier. The entitlement is to be calculated on a pro-rata basis.

4. Office Hours

Monday to Friday : 0900-1800 hours

Saturday, Sunday and Public Holidays : As required

5. Probation

You are required to serve a probationary period of Zero (0) months and may be extended based on work performance. Upon successful completion of the probation, you will be appointed as a permanent full-time employee of the Company and will be entitled to general fringe benefits as are prescribed by the Company.

1

6. Termination

• Within the first month of probationary period, this Agreement may be terminated by either party with three days (3) advance notice or payment in Lieu.

• After the first month but within the probationary period, this Agreement can be terminated by either party with seven days (7) advance notice or payment in Lieu.

• After probationary period, it is required to provide one month’s written notice, or payment in Lieu by either party in the case of termination of employment.

The Company may dismiss you immediately without compensation if you:

• Commit any acts of gross misconduct or repeat or continue any other misconduct or serious breach of your obligations under this agreement; or

• are convicted of any criminal offence; or

• commit any act of fraud or dishonesty.

7. Unauthorized Absence

Without prejudice to the other right, the Company may deduct the equivalent amount of daily salary from the Employee’s salary for every day of absence from employment without the prior permission of the Employer.

8. Proprietary Information

All confidential documents (both physical or electronical) or other information to which you will have access during the course of employment will be treated as confidential and shall not be divulged by you to any person nor be retained or used in any form whatsoever either during or after the employment except for the purpose of employment by Montage Technology Company Limited or its subsidiaries.

9. Release of Information

If any form of confidential document, or copy thereof has to be made available to third parties, the prior permission from the Management has to be obtained. Consent will not normally be given unless the requirement is essential for the purposes of Montage Technology Company Limited’s business.

2

10. Undertaking

You are requested to sign and return the duplicate copy of this letter and to serve as your official acceptance and acknowledgement of the aforesaid and that the procedures relating to disclosure of information are fully understood.

Yours sincerely,

Montage Technology Company Limited [Company Chop]	Signed and accepted by:
	/S/ STEPHEN KOUNG-IO TAI
Date: May 1, 2012	Date:

3

Instruction on Conclusion of Labor Contract

1. This contract is formulated by Montage Technology (Shanghai) Co., Ltd. pursuant to PRC Labor Law, PRC Labor Contract Law and Shanghai Regulations on Labor Contract and in the light of the condition of the company.

2. The company adopts labor contract system as its system of recruitment. All employees who are employed as regular employees of the company shall enter into labor contracts with the company, which shall become effective immediately after they are signed and sealed, and the company and its employees shall perform all the rights and obligations set forth therein.

3. A signatory shall read all the provisions of this contract carefully before entering into this contract.

4. An employee of the company shall enter into labor contract in person rather than by proxy.

5. If there is any discrepancy between any provision of this contract and any provision of the laws, regulations or policies of the state, the provision of the laws, regulations or policies of the state shall prevail.

Montage Technology (Shanghai) Co., Ltd.

Montage Technology (Shanghai) Co., Ltd.

Labor Contract

Name of Party A: Montage Technology (Shanghai) Co., Ltd.

Legal representative/person-in-charge: Howard Chonghe Yang

Domicile: Rooms 1601, 1701 and 1801, Building A, 900 Yi Shan Road, Shanghai

Postal code: 200233

Telephone: 021-51696833

Name of Party B: Stephen Tai

Employee #:                                                      

ID card No. and No. of other valid ID credentials:                                                          

Domicile (postal) address:                                                                                               

Postal code:                                                          

Telephone:                                                                                           

Bank account #:                                                                                                                                                    

1

In accordance with PRC Labor Law, PRC Labor Contract Law and Shanghai Regulations on Labor Contract and on the principle of voluntariness and equality, Party A and Party B, after consultations, agree to enter into this contract for their mutual compliance.

Article 1: Job responsibilities and location

1. Party A employs Party B to work as President at the department of                     . Party B shall complete assignments in conformity with the schedule and quality requirements of Party A.

Party A may, upon consultation with Party B, adjust Party B’s position and benefits in the light of Party A’s operational and production needs and Party B’s capability, performance and otherwise.

2. Party B will work mainly at the following location: Shanghai.

Article 2: Type and term of contract

1. Type of this contract: fixed term labor contract.

Valid term of this contract: December 20, 2012 through December 19, 2017.

This contract will terminate automatically upon expiration of its term. Party A may, one month prior to the expiration of the term of this contract, make a request to Party B for renewal of this contract. If Party A makes a request for renewal of this contract, Party B shall, prior to the earlier of the expiration of the term of this contract or a time limit prescribed by Party A, accept or refuse the request for renewal. If, prior to the expiration of the term of this contract, Party A makes no request for the renewal or if Party B does not respond prior to the expiration of the term of this contract or within a time limit prescribed by Party A, this contract shall not be deemed to be renewed.

2. Probation period: 0 months. If Party B cannot be employed by Party A due to Party B’s incompetency for the work arranged by Party A in the aspects of health condition, labor capacity and work performance during the probation period, Party A shall, three working days in advance, formally notify Party B in writing of its decision not to employ Party B. If Party B makes a request for quitting his/her job due to his/her dissatisfaction with the work or other conditions arranged by Party A, Party B shall also be required to notify Party A in writing three working days in advance.

If, during the expiration of the probation period, Party B receives no notice of Party A’s decision not to employ Party B, Party B shall be deemed to have been employed formally.

3. Conditions for employment:

(1) Requirements for knowledge, technology, health condition, etc. and the specific requirements of the position to be held, as set forth in the job advertisement, shall be met.

2

(2) All materials and relevant information provided by Party B to Party A, including without limitations, graduation certificate, diploma, rating certificate, curriculum vitae, work experience, proof of severance issued by previous employer, reason for severance, proof of passing of physical examination issued by designated hospital and proof of marriage, shall be true and valid. If there is any change in Party B’s personal information, Party B shall inform Party A of such change in writing in a timely manner.

(3) During the probation period, Party A shall keep an objective record of and objectively appraise Party B’s competence for work as the basis for measuring whether Party B meets the conditions for employment during the probation period.

4. If Party B accepts any opportunity for advanced studies, training, overseas study and scout tour offered and financed by Party A, Party B shall enter into an agreement on the term of service separately. If the parties do not enter into any agreement on the term of service separately, the length of term of service shall, upon confirmation by Party B, be computed on the basis that Party B’s term of service shall be extended by one year for each RMB10,000 contributed by Party A.

Since Party A has covered a training fee of RMB         /         for Party B, Party A and Party B agree that the term of service of Party B at Party A is         /         years, commencing on         /         and ending on         /        .

Article 3: Working hours and leave

1. Party A shall, in accordance with law, schedule Party B’s working hours at Party A in light of the nature and content of Party B’s work.

2. Party B shall be entitled to statutory holidays and rest days provided by the state.

Article 4: Labor compensation

1. Party A implements a system of position-based salary and Party B’s basic salary is RMB 23,800 per month before tax.

2. Party A shall pay 12 months of monthly salary over a full year and in addition to the aforesaid basic salary, as an extra welfare benefit offered by Party A to its employees, Party A will pay a quarterly bonus on a quarterly basis and pay a year-end bonus annually. If an employee leaves office during the probation period, such employee shall not be entitled to quarterly and year-end bonus; If an employee leaves office before the expiration of this contract, the end of a quarter or the end of a year, such employee shall not be entitled to the quarterly bonus for the quarter and the year-end bonus for the year.

The method of computing quarterly bonus is: (the number of days in the quarter on which work has actually taken place/the number of days in the quarter on which work should have taken place) * half a month’s basic salary;

3

The method of computing year-end bonus is: (the number of days in the calendar year on which work has actually taken place/the number of days in the calendar year on which work should have taken place) * one month’s basic salary.

Party A may from time to time issue or amend internal rules on compensation and welfare benefits to specifically provide for the payment of the aforesaid bonuses.

3. Party A shall, on the fifth day of the following month, fully pay the previous month’s salary of Party B in the form of currency and if such payment day falls on a public holiday, such payment shall be automatically deferred until the immediately following working day.

4. When paying Party B labor compensation each month, Party A will withhold the individual income tax payable by Party B in accordance with law and the portions of all social insurance and housing fund contributions that are personally payable; provided that Party B shall be solely liable for his/her individual income tax and any other withholdings, costs or taxes relating to his/her labor compensation.

5. During the performance of this contract, the adjustment to Party B’s salary shall be determined based on Party A’s salary distribution system.

6. Party A’s salary distribution system and Party B’s income will be included in the scope of Party A’s information confidentiality and Party B shall strictly keep the confidentiality and may not make disclosure to any third party.

Article 5: Social insurance and welfare benefits

1. Party A shall take out for Party B social insurance in accordance with the rules of the state and Shanghai on social insurance.

2. In the event of Party B’s illness or non-work related injury, Party B’s sick pay, disease relief and medical treatment benefits shall be determined pursuant to relevant rules of the state and Shanghai.

3. In the event of Party B’s occupational disease or work-related injury, Party B’s salary and benefits from work-related injury insurance shall be determined pursuant to relevant rules of the state and Shanghai.

Article 6: Labor protection, work condition and protection against occupational hazard

1. Party A shall establish and perfect a production technological process and formulate operating procedures, work specifications, and rules and standards for labor safety and sanitation. Party A shall perform its obligation to inform Party B of any post that may cause occupational disease and take proper precautions against occupational hazard in the course of work.

4

2. Party A shall provide Party B with necessary working conditions and safe and sanitary working condition and, in the light of the characteristics of the enterprise’s production and operation and in accordance with relevant rules, distribute labor protection requisites and heatstroke prevention requisites to Party B.

3. Party A shall, in the light of its own characteristics, educate and train Party B in a planned manner to improve Party B’s ideological consciousness, professional ethics and occupational skills.

Party B shall earnestly participate in all necessary education and training organized by Party A.

Article 7: Labor discipline, rewards and punishment

1. Party B shall comply with the laws and regulations of the state, fulfill his/her obligations as a citizen and uphold social ethics.

2. Party B shall have an ardent love for Party A, safeguard Party A’s reputation and interest, observe all of Party A’s regulations and rules and system of confidentiality (as may be amended by Party A pursuant to applicable laws and regulations from time to time), as detailed in employee handbook and other materials issued by Party A from time to time.

3. Party A may, in the light of Party B’s actual performance, commend, reward or impose punishment (warning, disciplinary action, fine, dismissal, compensation for loss) on Party B, as detailed in employee handbook and other materials issued by Party A from time to time.

Article 8: Amendment to labor contract

Party A and Party B may, upon mutual agreement through consultations, amend this contract in writing. If upon execution of this contract, amendment to this contract is necessitated by any change in the PRC laws or regulations, Party B hereby agrees that Party A will amend this contract as per the requirement of such applicable laws or regulations.

Article 9: Rescission and termination of labor contract

1. This contract may be rescinded upon mutual agreement of Party A and Party B through consultations.

2. Party B may rescind this contract by giving a thirty days’ prior written notice to Party A. During the probation period, Party B may rescind this contract by giving a written notice to Party A three working days in advance. If Party B resigns pursuant to this provision, Party A shall have no obligation to pay Party B any economic compensation in connection with the rescission of this contract.

5

3. Party B may rescind this contract if:

(1) Party A does not pay labor compensation, make social insurance contributions or provide working condition as agreed in this contract, except for adjustment by Party A of Party B’s salary pursuant to the rules of the company and the labor contract;

(2) Party A’s rules violate any laws or regulations, which jeopardizes Party B’s interest;

(3) Party A forces Party B to work by means of violence, threat, or illegally restraining personal freedom, or Party A violates the safety regulations to order or force dangerous operations that endanger Party B’s personal life, in which case Party B may immediately rescind this contract.

4. Party A may rescind this contract if:

(1) it is proved, during the probationary period, that Party B has failed to meet the conditions for employment;

(2) After undergoing a prescribed period of medical treatment of his/her illness or non-work-related injury, Party B remains unable to perform his/her original work duties or another job rearranged by Party A;

(3) Party B has materially violated the rules and regulations of Party A (the basis for determining “material” shall be the criterion described in Party A’s employee handbook);

(4) Party B commits material dereliction of duty or malpractice, including without limitations, Party B acquiring Party A’s property in a fraudulent manner by false documentation or by other means, irrespective of the amount, which causes major damage to Party A (the basis for determining “major damage” shall be the criterion described in Party A’s employee handbook);

(5) Party B is incompetent for his/her position and remains so even after training or rearrangement of his position;

(6) the materials provided by Party B pursuant to Article 2.3(2) hereof are untrue; Party B employs the means of deception to cause Party A to enter into or amend a labor contract, which renders this contract null and void;

(7) Party B is held criminally liable in accordance with law;

(8) Party B holds a concurrent post during the term of this contract or the term of his/her service;

(9) A major change in the objective circumstances pursuant to which this contract was entered into (such as relocation of place of business, Party A’s restructuring, etc.) has rendered this contract incapable of being performed and Party A and Party B fail to reach agreement on amendment to this contract.

6

(10) Party A needs to reduce its work force due to difficulties in its production and operation or change of the line of production or change in technological condition; or

(11) other reasons permitted by laws or regulations.

If Party A rescinds this contract pursuant to Articles 9.4(1), 9.4(3), 9.4(4) and Articles 9.4(6) to 9.4(8), Party A shall have no obligation to pay Party B any economic compensation in connection with the rescission of this contract.

5. This labor contract shall automatically terminate if:

(1) Party B becomes entitled to basis pension plan benefits;

(2) Party B is deceased, or is declared deceased or missing by the people’s court;

(3) Party A is declared bankrupt in accordance with law; or

(4) other circumstances set forth by the labor contract law.

6. If either of Party A and Party B requests rescission of this contract or termination of this contract upon its expiration, Party B shall complete the severance formalities pursuant to relevant rules of Party B. If Party B does not go through the severance formalities or leaves office without authorization, Party B shall bear liability for economic compensation and other legal liabilities.

7. During the term of this contract, if either of Party A and Party B requests rescission of this labor contract, it or he/she shall give a thirty days’ prior written notice to the other party (except pursuant to Articles 9.4(1), 9.4(3), 9.4(4) and Articles 9.4(6) to 9.4(8) and Articles 9.3(1) to 9.3(3)), in which case, Party A shall have the right to ask Party B to cease his/her work during the notice period and/or to engage in any business of Party B and complete handover of his/her work; or in the case of rescission of this labor contract requested by Party A, Party A may elect to pay Party B an extra one month’s salary in lieu of the notice period to rescind this labor contract; provided that Party B may not set off the days of compensatory leave, annual leave and otherwise against the notice period unless agreed to by Party A.

7

Article 10: Liability for breach of contract and liquidated damages

1. Party B shall pay Party A corresponding liquidated damages if he/she has one of the behaviors specified below. If Party B causes economic losses to Party A, Party B shall also bear the responsibility of indemnification besides the damages payable to Party A:

(1) if the service term provision specified in Article 2.4 hereof is violated, Party B shall pay damages in an amount which is actually provided and expended -by Party A, the amount of damages shall be divided into equal installments in accordance with the service term and on a yearly progressive decrease on the basis of the service term actually performed by Party B. The damages shall be paid on a monthly progressive decrease basis starting from the second (2nd) anniversary of this contract;

If Party B violates the service term provision and rescinds this contract before the expiration of its term, a thirty days’ prior written notice shall be given to Party A and damages shall be paid before departure from work.

(2) if confidentiality provision hereof is violated, 30% of the total annual salaries payable to Party B shall be paid to Party A as damages. If the amount of losses caused to Party A by Party A’s violation of confidentiality obligations is more than 30% of the total annual salaries (including additional salaries) payable to Party B, Party B shall indemnify against all the losses suffered by Party A. If Party B violates the non-compete provision hereof, Party B shall pay Party B double of the compensation payable by Party A to Party B specified in Article 12.1 hereof as liquidated damages from violation of non-compete provision.

(3) If Party B violates the duty of care as an agent and enters into agreement with, or makes any expression of intent to, any third party in representation of Party A beyond the scope of authorization, Party B shall bear all economic losses incurred therefrom suffered by Party A. If the losses are serious and are more than RMB30,000, Party A is entitled to rescind this contract.

(4) If Party B leaves the position after resignation without issuing a notice in a manner as prescribed by laws, or departs from work without notice during the statutory notice period, it shall be deemed as violation of this contract. Party B shall compensate Party A for any economic losses incurred from Party B’s leave from work without due notice.

Article 11: Special Covenants

1. During the term of the employee’s employment and for a period of two years following termination of the employment with Party A, Party B shall not undertake by himself or herself, or join competitors of the company to undertake, the work that competes with the business of the company, unless Party B is exempted from such obligations by Party A at its own discretion (under such circumstance, Party A is not obliged to pay any compensation to Party B). Please refer to Employee Confidentiality, Non-compete and Invention Rights ownership Agreement signed by both parties for details.

2. Party B shall undertake and acknowledge that, his/her employment with previous employer is terminated lawfully and will not cause Party A to bear any legal responsibilities. If Party B is unable to abide any PRC laws or accept the employment by the company breaching any agreements with his/her previous employer or third parties, Party B shall indemnify against economic losses suffered by Party A as a result of his/her breach of this contract.

8

3. Party B shall not provide, promise or gift cash or anything of value to government officials, political parties or their officials, candidates of governmental positions or any other person when he/she knows or should have known the purpose of providing, promising or gifting cash or anything of value to the aforesaid persons is to influence their acts, omission to act or decisions, in order to obtain or maintain the business of Party A or distribute the business to others. If Party B violates the aforesaid provision, Party A is entitled to terminate the contract with Party B immediately and take other actions. Party B shall also indemnify against all economic losses of Party A incurred therefrom.

Article 12: Notice

Any notice to be issued pursuant to provisions of this contract shall be made in written form and delivered to the person at the address set forth hereunder in a method which is usually swift and secured. Any notice shall be deemed to have arrived on the third business day after the payment of postage and the certification for duly payment of postage shall be deemed as sufficient proof for delivery of such notice.

One party shall notify the other party in writing of any change of address of such party. Should such party fail to notify the other party of any change of address, the address set forth hereunder is deemed as the legal and effective address at which documents will be received.

Article 13: Settlement of Labor Dispute

Any dispute between the parties arising from the performance of this contract shall be settled through consultation. If settlement cannot be reached through consultation, the parties shall apply for arbitration to the labor dispute arbitration commission at the place of Party A. The party dissenting to the arbitration awards may file a lawsuit at people’s court at the place of Party A during the statutory period.

Article 14: Others

1. If there is any conflict between the provisions of this contract and the Offer Letter issued by Party A to Party B, the relevant provisions in this contract shall prevail.

2. If there is anything leftover or any conflict between the provisions of this contract regarding the labor standard and the regulations of the state or Shanghai, the relevant regulations shall prevail.

3. Party A and Party B shall enter into relevant training agreement, service term agreement, employee confidentiality, non-compete and invention ownership agreement separately as needed. If there is any conflict between the provisions of the aforesaid agreements and this contract, these agreements shall prevail.

9

4. This contract will have 6 pages and is made in two counterparts with each party holding one of them. These two counterparts shall take effect upon the execution by the two parties.

5. Party B shall undertake that the mailing address in this contract is true and effective, and is the address for service for all documents in relation to employment. Party B shall notify Party A in writing of any changes in the address; otherwise, Party B shall bear the responsibilities for all consequences arising therefrom.

Party A (seal):	Party B (seal):
Representative [Company Chop]	/S/ Stephen Tai
Date: December 20, 2012	Date: December 20, 2012

10

June 1, 2013

Mr. STEPHEN KOUNG-IO TAI

Dear Stephen,

Montage Technology Macao Commercial Offshore Limited is pleased to offer you the employment with us commencing June 1, 2013 with the contract period of three years. Your employment is governed by the terms and conditions stipulated below:

1. Position

Upon your effective date of employment, you will be employed in the capacity of President .

2. Salary

The compensation is US$114,600 per annum before tax which includes 12 monthly salaries.

3. Paid Annual Leave

You shall be entitled to 15 working days annual leave with pay on the basis of every completed twelve month period of employment, such leave to be taken at such times as approved by the Management.

All employees joining the company during the calendar year are only entitled to one leave per month during the first six months or until such time as their probation is completed, whichever is earlier. The entitlement is to be calculated on a pro-rata basis.

4. Office Hours

Monday to Friday	:	0900-1800 hours
Saturday, Sunday and Public Holidays	:	As required

5. Probation

You are required to serve a probationary period of Zero (0) months and may be extended based on work performance. Upon successful completion of the probation, you will be appointed as a permanent full-time employee of the Company and will be entitled to general fringe benefits as are prescribed by the Company.

1

6. Termination

– Within the first month of probationary period, this Agreement may be terminated by either party with three days (3) advance notice or payment in Lieu.

– After the first month but within the probationary period, this Agreement can be terminated by either party with seven days (7) advance notice or payment in Lieu.

– After probationary period, it is required to provide one month’s written notice, or payment in Lieu by either party in the case of termination of employment.

The Company may dismiss you immediately without compensation if you:

– Commit any acts of gross misconduct or repeat or continue any other misconduct or serious breach of your obligations under this agreement; or

– are convicted of any criminal offence; or

– commit any act of fraud or dishonesty.

7. Unauthorized Absence

Without prejudice to the other right, the Company may deduct the equivalent amount of daily salary from the Employee’s salary for every day of absence from employment without the prior permission of the Employer.

8. Proprietary Information

All confidential documents (both physical or electronical) or other information to which you will have access during the course of employment will be treated as confidential and shall not be divulged by you to any person nor be retained or used in any form whatsoever either during or after the employment except for the purpose of employment by Montage Technology Macao Commercial Offshore Limited or its subsidiaries.

9. Release of Information

If any form of confidential document, or copy thereof has to be made available to third parties, the prior permission from the Management has to be obtained. Consent will not normally be given unless the requirement is essential for the purposes of Montage Technology Macao Commercial Offshore Limited’s business.

2

10. Undertaking

You are requested to sign and return the duplicate copy of this letter and to serve as your official acceptance and acknowledgement of the aforesaid and that the procedures relating to disclosure of information are fully understood.

Yours sincerely,

Montage Technology Macao Commercial Offshore Limited [Company Chop]	Signed and accepted by:
	/S/ STEPHEN KOUNG-IO TAI
Date: June 1, 2013	Date: June 1, 2013

3

EX-10.6

Exhibit 10.6

June 8, 2012

Mr. MARK VOLL

Dear Mark

The Montage Technology Company Limited is pleased to offer you the employment with us commencing June 18, 2012 with the contract period of three years. Your employment is governed by the terms and conditions stipulated below:

1. Position

Upon your effective date of employment, you will be employed in the capacity of CFO.

2. Salary

The compensation is US$250,000 per annum before tax which includes 12 monthly salaries.

3. Paid Annual Leave

You shall be entitled to 15 working days annual leave with pay on the basis of every completed twelve month period of employment, such leave to be taken at such times as approved by the Management.

All employees joining the company during the calendar year are only entitled to one leave per month during the first six months or until such time as their probation is completed, whichever is earlier. The entitlement is to be calculated on a pro-rata basis.

4. Office Hours

Monday to Friday : 0900-1800 hours

Saturday, Sunday and Public Holidays : As required

5. Probation

You are required to serve a probationary period of Zero (0) months and may be extended based on work performance. Upon successful completion of the probation, you will be appointed as a permanent full-time employee of the Company and will be entitled to general fringe benefits as are prescribed by the Company.

1

6. Termination

• Within the first month of probationary period, this Agreement may be terminated by either party with three days (3) advance notice or payment in Lieu.

• After the first month but within the probationary period, this Agreement can be terminated by either party with seven days (7) advance notice or payment in Lieu.

• After probationary period, it is required to provide one month’s written notice, or payment in Lieu by either party in the case of termination of employment.

The Company may dismiss you immediately without compensation if you:

• Commit any acts of gross misconduct or repeat or continue any other misconduct or serious breach of your obligations under this agreement; or

• are convicted of any criminal offence; or

• commit any act of fraud or dishonesty.

7. Unauthorized Absence

Without prejudice to the other right, the Company may deduct the equivalent amount of daily salary from the Employee’s salary for every day of absence from employment without the prior permission of the Employer.

8. Proprietary Information

All confidential documents (both physical or electronical) or other information to which you will have access during the course of employment will be treated as confidential and shall not be divulged by you to any person nor be retained or used in any form whatsoever either during or after the employment except for the purpose of employment by Montage Technology Company Limited or its subsidiaries.

9. Release of Information

If any form of confidential document, or copy thereof has to be made available to third parties, the prior permission from the Management has to be obtained. Consent will not normally be given unless the requirement is essential for the purposes of Montage Technology Company Limited’s business.

2

10. Undertaking

You are requested to sign and return the duplicate copy of this letter and to serve as your official acceptance and acknowledgement of the aforesaid and that the procedures relating to disclosure of information are fully understood.

Yours sincerely,

Montage Technology Company Limited [Company Chop]	Signed and accepted by:
	/S/ MARK VOLL
Date: June 8, 2012	Date:

3

June 1, 2013

Mr. MARK VOLL

Dear Mark

Montage Technology Macao Commercial Offshore Limited is pleased to offer you the employment with us commencing June 1, 2013 with the contract period of three years. Your employment is governed by the terms and conditions stipulated below:

1. Position

Upon your effective date of employment, you will be employed in the capacity of CFO.

2. Salary

The compensation is US$250,000 per annum before tax which includes 12 monthly salaries.

3. Paid Annual Leave

You shall be entitled to 15 working days annual leave with pay on the basis of every completed twelve month period of employment, such leave to be taken at such times as approved by the Management.

All employees joining the company during the calendar year are only entitled to one leave per month during the first six months or until such time as their probation is completed, whichever is earlier. The entitlement is to be calculated on a pro-rata basis.

4. Office Hours

Monday to Friday	:	0900-1800 hours
Saturday, Sunday and Public Holidays	:	As required

5. Probation

You are required to serve a probationary period of Zero (0) months and may be extended based on work performance. Upon successful completion of the probation, you will be appointed as a permanent full-time employee of the Company and will be entitled to general fringe benefits as are prescribed by the Company.

1

6. Termination

– Within the first month of probationary period, this Agreement may be terminated by either party with three days (3) advance notice or payment in Lieu.

– After the first month but within the probationary period, this Agreement can be terminated by either party with seven days (7) advance notice or payment in Lieu.

– After probationary period, it is required to provide one month’s written notice, or payment in Lieu by either party in the case of termination of employment.

The Company may dismiss you immediately without compensation if you:

– Commit any acts of gross misconduct or repeat or continue any other misconduct or serious breach of your obligations under this agreement; or

– are convicted of any criminal offence; or

– commit any act of fraud or dishonesty.

7. Unauthorized Absence

Without prejudice to the other right, the Company may deduct the equivalent amount of daily salary from the Employee’s salary for every day of absence from employment without the prior permission of the Employer.

8. Proprietary Information

All confidential documents (both physical or electronical) or other information to which you will have access during the course of employment will be treated as confidential and shall not be divulged by you to any person nor be retained or used in any form whatsoever either during or after the employment except for the purpose of employment by Montage Technology Macao Commercial Offshore Limited or its subsidiaries.

9. Release of Information

If any form of confidential document, or copy thereof has to be made available to third parties, the prior permission from the Management has to be obtained. Consent will not normally be given unless the requirement is essential for the purposes of Montage Technology Macao Commercial Offshore Limited’s business.

2

10. Undertaking

You are requested to sign and return the duplicate copy of this letter and to serve as your official acceptance and acknowledgement of the aforesaid and that the procedures relating to disclosure of information are fully understood.

Yours sincerely,

Montage Technology Macao Commercial Offshore Limited [Company Chop]	Signed and accepted by:
	/S/ MARK VOLL
Date: June 1, 2013	Date: June 1, 2013

3

EX-10.7

Exhibit 10.7

Sept 14, 2011

Mr. Leechung Yiu

Re: Employment Offer [CI0006]

Dear Leechung,

We are pleased to inform you that Montage Technology, Inc. (“the Company”), a subsidiary of Montage Technology Group, Ltd., has decided to extend you an offer of fulltime employment. The terms of your employment are set forth below:

You will join the Company in the position of Business Development VP directly to Howard Yang. This position is based in Santa Clara, CA, and you will be expected to travel, as required, to support company business needs. If you choose to accept this job, then we would like you to start on October 1, 2011.

Your base compensation will be $100,000 USD per year. You will be covered by the Company’s standard health insurance plan.

As a Montage employee, you will be expected to abide by the Company rules and policies. You may not disclose confidential Company information to unauthorized third parties, and at no time may you disclose confidential information to a former employee of the Company.

If you choose to accept this offer of employment, please sign and date this letter on the lines below, and return to us no later than 26 September, 2011. I hope you will accept this offer and I look forward to working with you.

Sincerely,

/S/ Howard Chonghe Yang

Howard Chonghe Yang

CEO

Montage Technology, Inc.

EMPLOYMENT STATEMENT

I agree with and accept the terms set forth in this letter

/S/ Leechung Yiu		September 14, 2011
Signature	Name: Mr. Leechung Yiu	Date

Instruction on Conclusion of Labor Contract

1. This contract is formulated by Montage Technology (Shanghai) Co., Ltd. pursuant to PRC Labor Law, PRC Labor Contract Law and Shanghai Regulations on Labor Contract and in the light of the condition of the company.

2. The company adopts labor contract system as its system of recruitment. All employees who are employed as regular employees of the company shall enter into labor contracts with the company, which shall become effective immediately after they are signed and sealed, and the company and its employees shall perform all the rights and obligations set forth therein.

3. A signatory shall read all the provisions of this contract carefully before entering into this contract.

4. An employee of the company shall enter into labor contract in person rather than by proxy.

5. If there is any discrepancy between any provision of this contract and any provision of the laws, regulations or policies of the state, the provision of the laws, regulations or policies of the state shall prevail.

Montage Technology (Shanghai) Co., Ltd.

Montage Technology (Shanghai) Co., Ltd.

Labor Contract

Name of Party A: Montage Technology (Shanghai) Co., Ltd.

Legal representative/person-in-charge: Howard Chonghe Yang

Domicile: Rooms 1601, 1701 and 1801, Building A, 900 Yi Shan Road, Shanghai

Postal code: 200233

Telephone: 021-51696833

Name of Party B: Leechung Yiu

Employee #:                                                   

ID card No. and No. of other valid ID credentials:                                           

Domicile (postal) address:                                                                       

Postal code:                                               

Telephone:                                                                        

Bank account #:                                                                                                

1

In accordance with PRC Labor Law, PRC Labor Contract Law and Shanghai Regulations on Labor Contract and on the principle of voluntariness and equality, Party A and Party B, after consultations, agree to enter into this contract for their mutual compliance.

Article 1: Job responsibilities and location

1. Party A employs Party B to work as Chief Technology Officer/Senior Vice President at the department of Technology. Party B shall complete assignments in conformity with the schedule and quality requirements of Party A.

Party A may, upon consultation with Party B, adjust Party B’s position and benefits in the light of Party A’s operational and production needs and Party B’s capability, performance and otherwise.

2. Party B will work mainly at the following location: Shanghai.

Article 2: Type and term of contract

1. Type of this contract: fixed term labor contract.

Valid term of this contract: May 1, 2012 through April 30, 2017.

This contract will terminate automatically upon expiration of its term. Party A may, one month prior to the expiration of the term of this contract, make a request to Party B for renewal of this contract. If Party A makes a request for renewal of this contract, Party B shall, prior to the earlier of the expiration of the term of this contract or a time limit prescribed by Party A, accept or refuse the request for renewal. If, prior to the expiration of the term of this contract, Party A makes no request for the renewal or if Party B does not respond prior to the expiration of the term of this contract or within a time limit prescribed by Party A, this contract shall not be deemed to be renewed.

2. Probation period: 0 months. If Party B cannot be employed by Party A due to Party B’s incompetency for the work arranged by Party A in the aspects of health condition, labor capacity and work performance during the probation period, Party A shall, three working days in advance, formally notify Party B in writing of its decision not to employ Party B. If Party B makes a request for quitting his/her job due to his/her dissatisfaction with the work or other conditions arranged by Party A, Party B shall also be required to notify Party A in writing three working days in advance.

If, during the expiration of the probation period, Party B receives no notice of Party A’s decision not to employ Party B, Party B shall be deemed to have been employed formally.

3. Conditions for employment:

(1) Requirements for knowledge, technology, health condition, etc. and the specific requirements of the position to be held, as set forth in the job advertisement, shall be met.

2

(2) All materials and relevant information provided by Party B to Party A, including without limitations, graduation certificate, diploma, rating certificate, curriculum vitae, work experience, proof of severance issued by previous employer, reason for severance, proof of passing of physical examination issued by designated hospital and proof of marriage, shall be true and valid. If there is any change in Party B’s personal information, Party B shall inform Party A of such change in writing in a timely manner.

(3) During the probation period, Party A shall keep an objective record of and objectively appraise Party B’s competence for work as the basis for measuring whether Party B meets the conditions for employment during the probation period.

4. If Party B accepts any opportunity for advanced studies, training, overseas study and scout tour offered and financed by Party A, Party B shall enter into an agreement on the term of service separately. If the parties do not enter into any agreement on the term of service separately, the length of term of service shall, upon confirmation by Party B, be computed on the basis that Party B’s term of service shall be extended by one year for each RMB10,000 contributed by Party A.

Since Party A has covered a training fee of RMB     /     for Party B, Party A and Party B agree that the term of service of Party B at Party A is     /     years, commencing on             /             and ending on             /             .

Article 3: Working hours and leave

1. Party A shall, in accordance with law, schedule Party B’s working hours at Party A in light of the nature and content of Party B’s work.

2. Party B shall be entitled to statutory holidays and rest days provided by the state.

Article 4: Labor compensation

1. Party A implements a system of position-based salary and Party B’s basic salary is USD 8,146.67 per month before tax.

2. Party A shall pay 12 months of monthly salary over a full year and in addition to the aforesaid basic salary, as an extra welfare benefit offered by Party A to its employees, Party A will pay a quarterly bonus on a quarterly basis and pay a year-end bonus annually. If an employee leaves office during the probation period, such employee shall not be entitled to quarterly and year-end bonus; If an employee leaves office before the expiration of this contract, the end of a quarter or the end of a year, such employee shall not be entitled to the quarterly bonus for the quarter and the year-end bonus for the year.

The method of computing quarterly bonus is: (the number of days in the quarter on which work has actually taken place/the number of days in the quarter on which work should have taken place) * half a month’s basic salary;

3

The method of computing year-end bonus is: (the number of days in the calendar year on which work has actually taken place/the number of days in the calendar year on which work should have taken place) * one month’s basic salary.

Party A may from time to time issue or amend internal rules on compensation and welfare benefits to specifically provide for the payment of the aforesaid bonuses.

3. Party A shall, on the fifth day of the following month, fully pay the previous month’s salary of Party B in the form of currency and if such payment day falls on a public holiday, such payment shall be automatically deferred until the immediately following working day.

4. When paying Party B labor compensation each month, Party A will withhold the individual income tax payable by Party B in accordance with law and the portions of all social insurance and housing fund contributions that are personally payable; provided that Party B shall be solely liable for his/her individual income tax and any other withholdings, costs or taxes relating to his/her labor compensation.

5. During the performance of this contract, the adjustment to Party B’s salary shall be determined based on Party A’s salary distribution system.

6. Party A’s salary distribution system and Party B’s income will be included in the scope of Party A’s information confidentiality and Party B shall strictly keep the confidentiality and may not make disclosure to any third party.

Article 5: Social insurance and welfare benefits

1. Party A shall take out for Party B social insurance in accordance with the rules of the state and Shanghai on social insurance.

2. In the event of Party B’s illness or non-work related injury, Party B’s sick pay, disease relief and medical treatment benefits shall be determined pursuant to relevant rules of the state and Shanghai.

3. In the event of Party B’s occupational disease or work-related injury, Party B’s salary and benefits from work-related injury insurance shall be determined pursuant to relevant rules of the state and Shanghai.

Article 6: Labor protection, work condition and protection against occupational hazard

1. Party A shall establish and perfect a production technological process and formulate operating procedures, work specifications, and rules and standards for labor safety and sanitation. Party A shall perform its obligation to inform Party B of any post that may cause occupational disease and take proper precautions against occupational hazard in the course of work.

4

2. Party A shall provide Party B with necessary working conditions and safe and sanitary working condition and, in the light of the characteristics of the enterprise’s production and operation and in accordance with relevant rules, distribute labor protection requisites and heatstroke prevention requisites to Party B.

3. Party A shall, in the light of its own characteristics, educate and train Party B in a planned manner to improve Party B’s ideological consciousness, professional ethics and occupational skills.

Party B shall earnestly participate in all necessary education and training organized by Party A.

Article 7: Labor discipline, rewards and punishment

1. Party B shall comply with the laws and regulations of the state, fulfill his/her obligations as a citizen and uphold social ethics.

2. Party B shall have an ardent love for Party A, safeguard Party A’s reputation and interest, observe all of Party A’s regulations and rules and system of confidentiality (as may be amended by Party A pursuant to applicable laws and regulations from time to time), as detailed in employee handbook and other materials issued by Party A from time to time.

3. Party A may, in the light of Party B’s actual performance, commend, reward or impose punishment (warning, disciplinary action, fine, dismissal, compensation for loss) on Party B, as detailed in employee handbook and other materials issued by Party A from time to time.

Article 8: Amendment to labor contract

Party A and Party B may, upon mutual agreement through consultations, amend this contract in writing. If upon execution of this contract, amendment to this contract is necessitated by any change in the PRC laws or regulations, Party B hereby agrees that Party A will amend this contract as per the requirement of such applicable laws or regulations.

Article 9: Rescission and termination of labor contract

1. This contract may be rescinded upon mutual agreement of Party A and Party B through consultations.

2. Party B may rescind this contract by giving a thirty days’ prior written notice to Party A. During the probation period, Party B may rescind this contract by giving a written notice to Party A three working days in advance. If Party B resigns pursuant to this provision, Party A shall have no obligation to pay Party B any economic compensation in connection with the rescission of this contract.

5

3. Party B may rescind this contract if:

(1) Party A does not pay labor compensation, make social insurance contributions or provide working condition as agreed in this contract, except for adjustment by Party A of Party B’s salary pursuant to the rules of the company and the labor contract;

(2) Party A’s rules violate any laws or regulations, which jeopardizes Party B’s interest;

(3) Party A forces Party B to work by means of violence, threat, or illegally restraining personal freedom, or Party A violates the safety regulations to order or force dangerous operations that endanger Party B’s personal life, in which case Party B may immediately rescind this contract.

4. Party A may rescind this contract if:

(1) it is proved, during the probationary period, that Party B has failed to meet the conditions for employment;

(2) After undergoing a prescribed period of medical treatment of his/her illness or non-work-related injury, Party B remains unable to perform his/her original work duties or another job rearranged by Party A;

(3) Party B has materially violated the rules and regulations of Party A (the basis for determining “material” shall be the criterion described in Party A’s employee handbook);

(4) Party B commits material dereliction of duty or malpractice, including without limitations, Party B acquiring Party A’s property in a fraudulent manner by false documentation or by other means, irrespective of the amount, which causes major damage to Party A (the basis for determining “major damage” shall be the criterion described in Party A’s employee handbook);

(5) Party B is incompetent for his/her position and remains so even after training or rearrangement of his position;

(6) the materials provided by Party B pursuant to Article 2.3(2) hereof are untrue; Party B employs the means of deception to cause Party A to enter into or amend a labor contract, which renders this contract null and void;

(7) Party B is held criminally liable in accordance with law;

(8) Party B holds a concurrent post during the term of this contract or the term of his/her service;

(9) A major change in the objective circumstances pursuant to which this contract was entered into (such as relocation of place of business, Party A’s restructuring, etc.) has rendered this contract incapable of being performed and Party A and Party B fail to reach agreement on amendment to this contract.

6

(10) Party A needs to reduce its work force due to difficulties in its production and operation or change of the line of production or change in technological condition; or

(11) other reasons permitted by laws or regulations.

If Party A rescinds this contract pursuant to Articles 9.4(1), 9.4(3), 9.4(4) and Articles 9.4(6) to 9.4(8), Party A shall have no obligation to pay Party B any economic compensation in connection with the rescission of this contract.

5. This labor contract shall automatically terminate if:

(1) Party B becomes entitled to basis pension plan benefits;

(2) Party B is deceased, or is declared deceased or missing by the people’s court;

(3) Party A is declared bankrupt in accordance with law; or

(4) other circumstances set forth by the labor contract law.

6. If either of Party A and Party B requests rescission of this contract or termination of this contract upon its expiration, Party B shall complete the severance formalities pursuant to relevant rules of Party B. If Party B does not go through the severance formalities or leaves office without authorization, Party B shall bear liability for economic compensation and other legal liabilities.

7. During the term of this contract, if either of Party A and Party B requests rescission of this labor contract, it or he/she shall give a thirty days’ prior written notice to the other party (except pursuant to Articles 9.4(1), 9.4(3), 9.4(4) and Articles 9.4(6) to 9.4(8) and Articles 9.3(1) to 9.3(3)), in which case, Party A shall have the right to ask Party B to cease his/her work during the notice period and/or to engage in any business of Party B and complete handover of his/her work; or in the case of rescission of this labor contract requested by Party A, Party A may elect to pay Party B an extra one month’s salary in lieu of the notice period to rescind this labor contract; provided that Party B may not set off the days of compensatory leave, annual leave and otherwise against the notice period unless agreed to by Party A.

7

Article 10: Liability for breach of contract and liquidated damages

1. Party B shall pay Party A corresponding liquidated damages if he/she has one of the behaviors specified below. If Party B causes economic losses to Party A, Party B shall also bear the responsibility of indemnification besides the damages payable to Party A:

(1) if the service term provision specified in Article 2.4 hereof is violated, Party B shall pay damages in an amount which is actually provided and expended -by Party A, the amount of damages shall be divided into equal installments in accordance with the service term and on a yearly progressive decrease on the basis of the service term actually performed by Party B. The damages shall be paid on a monthly progressive decrease basis starting from the second (2nd) anniversary of this contract;

If Party B violates the service term provision and rescinds this contract before the expiration of its term, a thirty days’ prior written notice shall be given to Party A and damages shall be paid before departure from work.

(2) if confidentiality provision hereof is violated, 30% of the total annual salaries payable to Party B shall be paid to Party A as damages. If the amount of losses caused to Party A by Party A’s violation of confidentiality obligations is more than 30% of the total annual salaries (including additional salaries) payable to Party B, Party B shall indemnify against all the losses suffered by Party A. If Party B violates the non-compete provision hereof, Party B shall pay Party B double of the compensation payable by Party A to Party B specified in Article 12.1 hereof as liquidated damages from violation of non-compete provision.

(3) If Party B violates the duty of care as an agent and enters into agreement with, or makes any expression of intent to, any third party in representation of Party A beyond the scope of authorization, Party B shall bear all economic losses incurred therefrom suffered by Party A. If the losses are serious and are more than RMB30,000, Party A is entitled to rescind this contract.

(4) If Party B leaves the position after resignation without issuing a notice in a manner as prescribed by laws, or departs from work without notice during the statutory notice period, it shall be deemed as violation of this contract. Party B shall compensate Party A for any economic losses incurred from Party B’s leave from work without due notice. .

Article 11: Special Covenants

1. During the term of the employee’s employment and for a period of two years following termination of the employment with Party A, Party B shall not undertake by himself or herself, or join competitors of the company to undertake, the work that competes with the business of the company, unless Party B is exempted from such obligations by Party A at its own discretion (under such circumstance, Party A is not obliged to pay any compensation to Party B). Please refer to Employee Confidentiality, Non-compete and Invention Rights ownership Agreement signed by both parties for details.

2. Party B shall undertake and acknowledge that, his/her employment with previous employer is terminated lawfully and will not cause Party A to bear any legal responsibilities. If Party B is unable to abide any PRC laws or accept the employment by the company breaching any agreements with his/her previous employer or third parties, Party B shall indemnify against economic losses suffered by Party A as a result of his/her breach of this contract.

8

3. Party B shall not provide, promise or gift cash or anything of value to government officials, political parties or their officials, candidates of governmental positions or any other person when he/she knows or should have known the purpose of providing, promising or gifting cash or anything of value to the aforesaid persons is to influence their acts, omission to act or decisions, in order to obtain or maintain the business of Party A or distribute the business to others. If Party B violates the aforesaid provision, Party A is entitled to terminate the contract with Party B immediately and take other actions. Party B shall also indemnify against all economic losses of Party A incurred therefrom.

Article 12: Notice

Any notice to be issued pursuant to provisions of this contract shall be made in written form and delivered to the person at the address set forth hereunder in a method which is usually swift and secured. Any notice shall be deemed to have arrived on the third business day after the payment of postage and the certification for duly payment of postage shall be deemed as sufficient proof for delivery of such notice.

One party shall notify the other party in writing of any change of address of such party. Should such party fail to notify the other party of any change of address, the address set forth hereunder is deemed as the legal and effective address at which documents will be received.

Article 13: Settlement of Labor Dispute

Any dispute between the parties arising from the performance of this contract shall be settled through consultation. If settlement cannot be reached through consultation, the parties shall apply for arbitration to the labor dispute arbitration commission at the place of Party A. The party dissenting to the arbitration awards may file a lawsuit at people’s court at the place of Party A during the statutory period.

Article 14: Others

1. If there is any conflict between the provisions of this contract and the Offer Letter issued by Party A to Party B, the relevant provisions in this contract shall prevail.

2. If there is anything leftover or any conflict between the provisions of this contract regarding the labor standard and the regulations of the state or Shanghai, the relevant regulations shall prevail.

3. Party A and Party B shall enter into relevant training agreement, service term agreement, employee confidentiality, non-compete and invention ownership agreement separately as needed. If there is any conflict between the provisions of the aforesaid agreements and this contract, these agreements shall prevail.

9

4. This contract will have 6 pages and is made in two counterparts with each party holding one of them. These two counterparts shall take effect upon the execution by the two parties.

5. Party B shall undertake that the mailing address in this contract is true and effective, and is the address for service for all documents in relation to employment. Party B shall notify Party A in writing of any changes in the address; otherwise, Party B shall bear the responsibilities for all consequences arising therefrom.

Party A (seal):	Party B (seal):
Representative [Company Chop]	/S/ Leechung Yiu
Date:	Date: May 1, 2012

10

EX-10.8

Exhibit 10.8

Montage Technology Inc.

Suite 320

4677 Old Ironsides Drive

Santa Clara 95054

USA

Nov 27, 2006

Mr. Bill Franciscovich

RE: Employment offer US-003

Dear Bill:

We are pleased to inform you that Montage Technology Inc. (“the Company”), a subsidiary of Montage Technology Group, Ltd., has decided to extend an offer of full-time employment to you. We made this decision based on, in part, the information you provided us regarding your fitness to work. In our previous discussions, you assured us you would be able to perform the job duties with or without reasonable accommodation. The terms of employment are set forth below:

You will join the Company in the position of VP of World-wide Sales, and you will be expected to perform the job duties of promoting, selling as well as supporting Montage’s products. If you choose to accept this job, we would like you to start on or before Jan. 15, 2007.

Your compensation is US$200,000 per year. You will be also covered by company’s standard health insurance. Subject to the board of directors’ approval, 370,000 shares of incentive stock option will be granted to you over a period of four years under the Montage Technology Group Ltd. 2006 Stock Incentive Plan.

As a Company employee, you will be expected to abide by the Company rules and policies. You may not disclose confidential Company information to unauthorized third parties, and at no time may you disclose confidential information of a former employer to the Company.

If you choose to accept this offer of employment, please sign and date this letter on the lines below, and return this letter to us by Dec. 15, 2006. I hope you will accept this offer, and I look forward to working with you.

Sincerely,

/s/ Howard Chonghe Yang

Howard Chonghe Yang

Chairman & CEO

Montage Technology Group

EMPLOYEE STATEMENT:

I agree with and accept the terms set forth in this letter.

Bill Franciscovich	/s/ Bill Franciscovich	11/29/2006
Name: Bill Franciscovich	Signature	Date

EX-10.9

Exhibit 10.9

Distribution Agreement

Principal (Party A): Montage Technology Company Limited

Registered Address: Unit C, 12th Floor, Full Win Commercial Center, No. 573 Nathan Road, Kowloon, Hong Kong

Distributor (Party B): LQW Technology Company Limited

Registered Address: 612, 6/F, Hong Leong Industrial Complex, 4 Wang Kwong Road, Kowloon Bay, Hong Kong

Article 1 Legal Relationship and Territory

1.1 Party A hereby appoints Party B as its exclusive global distributor of “*” (the “Product”).

Article 2 Party A’s Rights and Obligations

2.1 Party A will use its best endeavors to actively support Party B’s sales and marketing activities of the Product of Party A within the territory specified in Article 1, including providing Party B with information regarding Party A and the Product (including an appropriate number of free samples) and market information; planning, organizing or participating in appropriate advertising promotion, product exhibitions, seminars and other market promotion activities and expanding the recognition of the Product of Party A so as to provide better market environment for Party B’s sales activities.

2.2 Party A shall, adhering to the principle of fairness and reasonableness and conforming to market norms, maintain in confidence customer name lists, progress reports and other business reports submitted by Party B at the request of Party A and protect Party B’s proper commercial benefits received from distributing the Product of Party A.

2.3 Party A shall provide Party B with technical and other trainings at appropriate times in order to enhance Party B’s ability to directly provide customers with technical services.

2.4 Party A shall assume corresponding warranty liability for the Product distributed by Party B within the territory specified in Article 1.

2.5 Party A adopts a sales strategy of distribution tube based on the characteristics, production and market condition of the Product, therefore, Party A requires that the Product be sold directly by Party B. As of the date hereof, distributors named in “Appendix 2: Name List of Secondary Distributors” are secondary distributors authorized by Party A. Party B may not any other distributors without Party A’s prior written consent and shall be solely liable for the activities of all secondary distributors.

* Boldface double-underlining indicates that certain information contained herein has been omitted.

Confidential treatment has been requested with respect to the omitted portions.

1

Article 3 Party B’s Rights and Obligations

3.1 Party B shall use its best endeavors to sell and promote (by using information sold and approved by Party A) the Product of Party A and actively provide customers with after-sales services.

3.2 In order to conform with the standard product pricing system of Party A, Party B shall strictly implement the Lowest Market Price established by Party A (the “Lowest Market Price” means the lowest price for Party B to sell the Product of Party A in the market) and the Lowest Market Price will be submitted to distributors by Party A in writing. In exceptional cases, Party B may adopt a special price on a one-time basis upon Party A’s written consent.

3.3 Upon the discovery of any potentially defective Product, Party B or Party A’s authorized secondary distributors shall submit an application form in writing, namely, Return Materials Authorization (“RMA”), covering (i) the time of occurrence of the subject defective Product and a detailed description thereof; (ii) the lot number of the Product so affected. Party B or Party A’s authorized secondary distributors may require Party A to provide an RMA. Once an RMA is received from Party A, Party B or Party A’s authorized secondary distributors shall return the Product to a place designated by Party A pursuant to the procedures and steps required by Party A. The RMA shall remain valid for * days (inclusive) as of the date of RMA; the RMA shall be automatically revoked after the * period.

3.4 Party B shall, on a monthly basis, submit to Party A a sales report for the preceding month and sales forecasts for the following month and several future months (as determined by Party A in light of the actual circumstances), in such form as provided by Party A.

3.5 Party B shall provide, at its own cost, sufficient sales, service and warehousing facilities, the quality of which may be ascertained by Party A.

3.6 Party B shall undertake to employ sufficient qualified and trained full-time sales and technical service personnel and actively utilize training opportunities provided by Party A.

3.7 Party B shall not make, or permit its employees to make, any representation or warranty as to the Product of Party A, other than those representations or warranties to be made to customers in strict accordance with the product performance indexes provided on Party A’s printed items.

3.8 Party B shall not make any payment to any government employee or employee of its customer in the name of Party A for whatever reasons; in addition, Party B shall not make any payment to any employee of Party A for whatever reasons or by whatever means. In case of any violation of the foregoing, Party B shall, upon verification, be unconditionally terminated its qualification as a distributor and held legally liable therefor.

* Boldface double-underlining indicates that certain information contained herein has been omitted.

Confidential treatment has been requested with respect to the omitted portions.

2

Article 4 Orders and Product Pricing

4.1 Party B’s orders shall include, at least, the following contents: product model, product specifications, product quantity, delivery time and delivery place.

4.2 Price of the Product shall be determined by deducting the commissions payable to Party B and Party A’s authorized secondary distributor from the price actually paid by end customers after the Product is sold to end customers.

4.3 Party A may require Party B to make a down payment based on the model and quantity of the Product ordered and pursuant to “Appendix 1: Down Payment Price List”. The down payment is not refundable whether or not Party B has finally sold the Product ordered. Unless otherwise specified, Party A shall refer to Party B those customers who make inquiries or place orders directly from Party A.

Article 5 Return of the Product

5.1 In case of sluggish sales of the Product for market reasons, Party B may return to Party A the Product that is not sold and the transportation fees incurred from such return shall be borne by Party B and the down payment for the Product so returned is not refundable.

Article 6 Title of the Product and Transfer of Risk

6.1 Party B shall be responsible for properly taking care of the Product as of the date Party A has delivered the Product to Party B. In case of any loss of or damage to the Product due to Party B’s improper care, Party B shall pay Party A a sum equal to the market price of the Product for the same period minus the down payment.

Article 7 Settlement and Payment

7.1 The two parties shall settle the purchase price and commissions for the Product on the 5th working day of each month, which date shall be postponed accordingly in case of holidays. Meanwhile, the down payment shall be settled together with the purchase price and commissions.

7.2 Prior to the end of each month, Party B shall pay to Party A both the purchase price and the down payment of a sum equal to the price paid by end customers minus the commissions payable to Party B and Party A’s authorized secondary distributors.

7.3 In case of return of the Product described in Article 3.4 hereof, the commissions payable to Party B shall not be affected thereby; in case of return of the Product described in Article 5.1 hereof, no commissions are payable to Party B.

3

Article 8 Commissions

8.1 Party B shall receive a distribution commission at *% of a sum equal to the price paid by end customers minus the commissions payable to Party A’s authorized secondary distributors. Party A’s authorized secondary distributors shall receive a commission equal to the final sales price of the Product multiplied by a percentage approved by Party A.

Article 9 Conflict of Interest

9.1 Party B shall neither act as a distributor for products, nor produce or sell products, which are identical to or similar to the Product defined herein in any territory during the term of this Agreement.

Article 10 Confidentiality

10.1 Party B shall not disclose any trade secret of Party A to any vendor by whatever means during the term of this Agreement or at any time after the termination of this Agreement.

Article 11 Intellectual Property Rights

11.1 All trademarks, patterns and other marks currently owned and used by Party A are intellectual property rights of Party A, which shall not be used by Party B, directly or indirectly, wholly or partially, without Party A’s written consent. Even if Party B is allowed to use such intellectual property right in a certain manner with Party A’s written consent, any such use shall be ceased immediately upon the expiry or termination of this Agreement.

11.2 If Party B discovers a vendor’s infringement upon Party A’s intellectual property right, it shall promptly notify Party A thereof and assist Party A in handling such infringement. Party A shall assume the expenses incurred from the protection of Party A’s intellectual property rights.

Article 12 Term of this Agreement

12.1 This Agreement shall be valid from January 1, 2013 to December 31, 2013. The parties may renew this Agreement upon the expiry its term.

Article 13 Termination of this Agreement

13.1 If either party is in serious violation of this Agreement, the other party shall have the right to terminate this Agreement.

13.2 If either party files a bankruptcy petition, the other party shall have the right to terminate this Agreement.

13.3 If this Agreement is not renewed by the parties, it shall be terminated upon the expiry of its term.

* Boldface double-underlining indicates that certain information contained herein has been omitted.

Confidential treatment has been requested with respect to the omitted portions.

4

Article 14 Assignment of this Agreement

14.1 Neither of the parties may assign any rights and obligations hereunder to a third party without the written consent of the other party.

Article 15 Dispute Resolution

15.1 This Agreement shall be governed and construed in accordance with the laws of Hong Kong.

15.2 Any dispute arising out of the performance of this Agreement shall be settled by the parties through negotiation. If no settlement could be reached, the dispute shall be submitted to Hong Kong International Arbitration Center for arbitration.

Article 16 Interpretation

16.1 This Agreement shall be understood and interpreted according to the purposes and original meaning of this Agreement. The headings hereof are for convenience only and shall not affect the interpretation of this Agreement.

[Remainder of this page intentionally left blank]

5

Party A: Montage Technology Company Limited

[corporate seal stamped]

Authorized representative: Stephen Tai

/s/ Stephen Tai

Date: January 15, 2013

Party B: LQW Technology Company Limited

[corporate seal stamped]

Authorized representative: Anthony Ho

/s/ Anthony Ho

Date: January 15, 2013

6

Appendix 1 Down Payment Price List

As of the date hereof, Party A may require Party B to make a down payment based on the model and quantity of the Product ordered at the following rate.

Party A and Party B may adjust the down payment price through friendly negotiation in case of substantial price fluctuation in the market.

Model		US$/Piece
	*		*
	*		*

* Boldface double-underlining indicates that certain information contained herein has been omitted.

Confidential treatment has been requested with respect to the omitted portions.

7

Appendix 2 Name List of Secondary Distributors

As of the date hereof, the following companies are secondary distributors authorized by Party A and will assist Party B in jointly selling and promoting the Product of Party A and actively provide customers with after-sales services.

Secondary Distributor		Address		Telephone
	*		*		*
	*		*		*
	*		*		*
	*		*		*

* Boldface double-underlining indicates that certain information contained herein has been omitted.

Confidential treatment has been requested with respect to the omitted portions.

8

EX-10.10

Exhibit 10.10

House Lease Contract

(Contract No.:            )

Lessor: Shanghai Hi-tech Park United Development Co., Ltd.

Lessee: Montage Technology (Shanghai) Co., Ltd.

House Lease Contract

This House Lease Contract (this “Contract”) dated April [    ], 2013 is executed in Shanghai, the People’s Republic of China (the “PRC”) by and between:

Lessor (Party A):	Shanghai Hi-tech Park United Development Co., Ltd.
Address:	868 Yishan Road, Shanghai, the PRC
Legal Representative:	Gui Enliang
Zip Code:	200233
Telephone:	(86) (21) 64850000
Fax:	(86) (21) 64851906
Business License:	310000400004624 (Municipal Bureau)
Lessee (Party B):	Montage Technology (Shanghai) Co., Ltd.
Address:	Room 406A, #32 Building, 680 Guiping Road, Shanghai, the PRC
Legal Representative:	Howard Chonghe Yang
Zip Code:	200030
Telephone:	(86) (21) 51696833
Fax:	(86) (21) 54263132
Business License:	310000400383770 (Xuhui)

In accordance with the provisions of the Contract Law of the People’s Republic of China, the Regulations of Shanghai Municipality on Lease of House and relevant laws and regulations, on the basis of equality, voluntariness, fairness, and good faith, and through consultation, Party A and Party B agree to enter into this Contract with respect to Party B’s lease of the house that Party A may lease out according to law.

1. Legal Standing of the Parties and Relevant Documents

1.1 Party A is an economic entity duly established with approval from the government of the PRC, responsible for the development, construction, operation and management of Shanghai Caohejing Hi-tech Development Park (the “Caohejing Hi-tech Park”) and possesses legal person status of the PRC.

1.2 Party B is an economic entity duly established with approval from the government of the PRC, engaged in economic activities including IC design within its business scope and possesses legal person status of the PRC.

1.3 Before the execution of this Contract, Party B shall provide Party A with a photocopy of its business license and a photocopy of its tax registration certificate, submit a form of particulars of enterprises (entities) settling in Caohejing Hi-tech Park and sign a receipt of Environment Protection Acknowledgement for Enterprises Settling in the Park.

1

2. Acknowledgement and Warranty of the Parties

2.1 In addition to those set forth herein, each of Party A and Party B acknowledges and warrants that:

(1) it has the legal qualification and capacities for civil rights and for civil conducts to enter into and perform this Contract, is aware of its rights, obligations and liabilities and agrees to act in strict accordance with this Contract. If either of the Parties is in breach of this Contract, the other shall have the right to claim damages in accordance with the provisions of this Contract.

(2) it has completed internal approval procedures necessary for the execution of this Contract.

(3) there exist no contracts entered into with a third party or other matters that may affect the execution and performance of this Contract.

2.2 Party A undertakes that it has lawfully obtained a valid title certificate at the execution of this Contract as follows:

Shanghai Municipal Real Estate Title Certificate no.: Hu Fang Di Xu Zi (2012) No. 007893

3. Particulars of the Leased Premise

3.1 The property leased from Party A to Party B is located at Room 1601, A16 Floor, #1 Building, 900 Yishan Road in the Caohejing Hi-tech Park (the “Premise”) and the external legend of the Premise is “Room 1601, 16^th Floor, Zone #A of Science and Technology Tower, 900 Yishan Road”.

The Premise is an office building type property with gross floor area of 1358.89 square meters.

3.2 Party A will establish a lease relationship with Party B as a holder of real estate title. Before the execution of this Contract, Party A has informed Party B that no mortgage has been created on the Premise.

3.3 The hand-over standards of the Premise are attached hereto as Appendix 1.

3.4 The floor map of the Premise is attached hereto as Appendix 2.

3.5 Party A and Party B have entered into that certain house lease contract of the Premise dated February 26, 2010 with a term of lease ending on March 31, 2013 (the “Original Contract”). No hand-over procedures are required again for the Premise.

2

4. Purpose of the Lease

4.1 Party B undertakes to Party A that the Premise is leased for the purpose of carrying out economic activities within the business scope specified in its industrial and commercial business license and it shall comply with the provisions of the State and Shanghai municipality concerning the use and fire protection safety of housing and of the Caohejing Hi-tech Park concerning industry development, environment protection and property management.

4.2 Party B undertakes that it shall not change the purpose specified in the foregoing clause privately during the term of lease without Party A’s written consent and approval from relevant government authorities as required.

5. Hand-over Date and Term of Lease

5.1 Party A and Party B agree that the term of lease of the Premise shall commence on April 1, 2013 (Commencement Date) and end on March 31, 2016, and the rent shall be accrued as of July 16, 2012.

5.2 Upon the expiration of the term of lease, Party A shall have the right to take back the Premise and Party B shall return the same on time. If Party B intends to renew the lease of the Premise, it shall submit a written application to Party A for such renewal three months prior to the expiration of the term of lease and Party A shall reply to Party B whether it agrees to such renewal within one month from the date of receipt of Party B’s written application. The Parties shall enter into a new lease contract if Party A agrees to such renewal. The Parties shall amend clauses concerning the rent and others in the renewal contract based on market conditions and no adjustment in the rent shall be more than 20%. Should the Parties fail to come to an agreement on such adjustment and enter into a renewal contract within one month prior to the expiration of the term of lease, then Party A shall have the right to terminate this Contract and take back the Premise upon the expiration of the term of lease.

6. Rent, and Method and Term of Payment

6.1 Party A and Party B agree that the rent of the Premise shall be Renminbi Two Yuan and Ninety Cents (RMB2.90) per day per square meter (gross floor area) and the total annual rent shall be Renminbi One Million Four Hundred and Thirty-Eight Thousand Three Hundred and Eighty-Five Yuan and Seven Cents (RMB1,438,385.07).

6.2 The rent of the Premise shall be paid first and applied later. Party B agrees to pay Party A the rent for the period from April 1, 2013 to June 30, 2013, i.e., Renminbi Three Hundred and Fifty-Nine Thousand Five Hundred and Ninety-Six Yuan and Twenty-Seven Cents (RMB359,596.27), within ten days (calendar days) from the effective date of this Contract and thereafter, the rent shall be paid to Party A in four installments prior to January 1, April 1, July 1 and October 1 and 25% of the current annual rent due and payable shall be paid off in each installment, i.e., Renminbi Three Hundred and Fifty-Nine Thousand Five Hundred and Ninety-Six Yuan and Twenty-Seven Cents (RMB359,596.27). If any installment is to be paid by a date which falls on a Saturday, Sunday or legal holiday, then the deadline for making such a payment shall be postponed to the first business day immediately following the holiday. In case of any delinquency, Party B is required to pay a late fee equal to 0.05% of the rent due and payable for every day of such delay.

3

7. Lease Deposit and Other Expenses

7.1 Party A and Party B agree that Party B shall pay Party A a deposit for lease of the Premise within ten days (calendar days) from the effective date of this Contract, which deposit shall be equal to three months’ rent, i.e., Renminbi Three Hundred and Fifty-Nine Thousand Five Hundred and Ninety-Six Yuan and Twenty-Seven Cents (RMB359,596.27). Party B has already paid the deposit of Renminbi Three Hundred and Nine Thousand Nine Hundred and Ninety-Six Yuan and Seventy-Eight Cents (RMB309,996.78) according to the Original Contract and then Party B is required to pay Party A a deposit of Renminbi Forty-Nine Thousand Five Hundred and Ninety-Nine Yuan and Forty-Nine Cents (RMB49,599.49) within ten days (calendar days) from the effective date of this Contract. Party A shall issue a receipt to Party B upon its receipt of the deposit.

If Party B fails to pay the deposit in full within the period set forth herein and such failure continues for more than five days, Party A shall have the right to unilaterally terminate this Contract. If this Contract is terminated by Party A, Party B shall pay Party A liquidated damages equal to two months’ rent.

During the term of lease, Party B shall not apply the deposit to the payment of the rent of the Premise. When this Contract is terminated upon the expiration of the term of lease, the deposit paid by Party B shall be refunded to Party A with no interest accrued thereon (unless otherwise provided for herein) within ten business days after Party B has paid off relevant expenses and completed the hand-over procedures with the property management department to return the Premise.

7.2 During the term of lease, expenses for water, electric power, telecommunication and equipment incurred from the use of the Premise shall be borne by Party B.

7.3 Party B shall, on its own, apply to relevant departments for completing procedures in connection with the use of electric power and telecommunication at its own cost.

7.4 Party A shall enter into a property management contract with the property management company of the compound where the Premise is located before the hand-over of the Premise and pay property management fees as required. The current rate of the property management fee of the Premise is Renminbi Seven Yuan and Fifty Cents (RMB7.50) per month per square meter (gross floor area) and Party B is required to pay the property management fee as of the date the Premise is handed over.

8. Requirements on the Use of and Liability for the Repair of the Premise

8.1 If Party B discovers that the Premise and its auxiliary facilities incur any normal wear and tear during the term of lease, it shall promptly notify the property management company appointed by Party A for repair. Party B shall actively provide assistance and cooperation in the

4

repair of the Premise and its auxiliary facilities. Party B shall be solely liable for all consequences arising from failure to carry out timely repair due to Party B’s action or omission. If Party A fails to carry out such repair within a reasonable period, Party B shall have the right to carry out repair by itself by giving Party A a written notice three business days in advance and all reasonable expenses incurred therefrom shall be borne by Party A.

8.2 During the term of lease, Party B shall make reasonable use of and take good care of the Premise and its auxiliary facilities. If any damage or failure happens to the Premise or the auxiliary facilities through Party B’s man-made or other reasons attributable to Party B, and/or fire protection measures are not taken in accordance with relevant national/local laws and regulations, Party B shall be responsible for carrying out repair/rectification in a timely manner at its own cost. If Party B fails to carry out repair/rectification within a reasonable period, Party A shall have the right to carry out repair/rectification (including but not limited to carrying out such repair/rectification in the Premise) by giving Party B a written notice three business days in advance and all reasonable expenses incurred therefrom shall be borne by Party B.

8.3 During the term of lease, Party A shall ensure that the Premise and its auxiliary facilities are maintained in normal usable and safe condition. Party A may inspect and maintain the Premise and Party B shall extend cooperation to Party A in such inspection or maintenance. Party A shall use its best endeavors to minimize its impact on Party B’s use of the Premise.

8.4 If Party B needs to carry out fitting-out or add auxiliary facilities or equipment other than those existing ones, it shall obtain Party A’s written consent in advance and go through relevant procedures with the property management company. If approval from relevant department is required pursuant to regulations, no fitting-out shall be carried out and no auxiliary facilities or equipment shall be added before Party B has obtained approval from relevant department.

8.5 Party B’s fitting-out and use of the Premise shall comply with laws and regulations of the State and Shanghai municipality governing environment protection and fire protection, as well as relevant property management rules. Party B shall assume all relevant liability for its breach of such laws, regulations or rules (including but not limited to liability for compensating Party A and/or a third party for losses so caused). During the term of lease, relevant competent governmental department or relevant fire protection inspection organization accompanied by Party A shall have the right to enter the Premise for fire protection inspection upon a prior written notice to Party B and Party B shall cooperate in such inspection.

9. Return of the Premise

9.1 Upon the termination or expiration of this Contract, Party B shall be responsible for restoring the Premise to its original condition that meets the hand-over standards (except for normal wear and tear). Party B may go through procedures to return the Premise after it is inspected to be acceptable to Party A. Otherwise, Party A shall have the right to restore the Premise on behalf of Party B and deduct corresponding fees from the deposit. Party A shall have the right to claim against Party B for any shortfall, if any.

5

If Party B intends to keep the fitting-out and auxiliary facilities it has added or renovated rather than to restore the Premise to its original condition, it shall apply to Party A in advance and obtain Party A’s written consent. If Party A agrees that no restoration or only partial restoration is required, Party B shall carry out such partial restoration (if necessary) as required by Party A and provide complete drawings, fire protection certificates, warranties and users’ handbooks for all fitting-out and auxiliary facilities left (and ensure that such fitting-out and auxiliary facilities are maintained in good and usable condition).

9.2 If Party B does not pay off relevant expenses upon termination or expiration of this Contract and if Party A suffers from economic losses for reasons attributable to Party B, Party A shall have the right to deduct the same from the deposit with the remaining deposit being refunded to Party B with no interest accrued on it. Party A shall have the right to claim against Party B for any shortfall, if any.

9.3 Upon the termination or expiration of this Contract, if Party B has used the address of the Premise as its registered address, Party B shall complete procedures to revoke such registered address before the termination or expiration of this Contract. If Party B has not completed procedures to revoke its registered capital within five business days from the termination or expiration of this Contract, the deposit shall not be refunded, except that through prior consultation between the Parties, Party A agrees that Party B may keep the registered address.

9.4 Unless Party A agrees to Party B’s renewal of the lease and a renewal contract is entered into, Party B shall return the Premise upon expiration of the term of lease or termination of this Contract for whatever reasons. If Party B is late in returning the Premise without Party A’s consent, Party B shall pay Party A for its use of the Premise at the rate of two times the daily rent for every day of such delay. Party B agrees that if Party B is late in restoring the Premise to its original condition and in returning the Premise for 15 days, Party A shall have the right to enter the Premise at its own discretion by giving Party B a written notice two business days in advance while Party B shall be deemed to have forfeited the ownership of or the right to use the fitting-out, facilities, equipment and other items not dismantled or removed, including equipment and items which are deemed to be owned by Party B’s (whether belonging to Party B or a third party), which are at Party A’s disposal, and if the legitimate rights and interests of a third party are involved, Party B shall be liable for compensating the third party. Party A may restore the Premise at Party B’s expense. The Premise shall be deemed to be returned upon Party A’s entering the Premise.

10. Sublease and Transfer

10.1 Unless Party A agrees to Party B’s sublease of the Premise in the supplementary clauses of this Contract or other written document, Party B shall not sublease the Premise, in whole or in part, to any third party during the term of lease.

10.2 If Party A intends to sell the Premise during the term of lease, it shall notify Party B thereof in advance. Party B shall have a pre-emptive right to buy the Premise under the same conditions.

6

11. Conditions of Termination of this Contract

11.1 The Parties agree that, during the term of lease, this Contract shall be terminated and neither Party shall be held liable to the other under any of the following circumstances:

(1) the right to use the land occupied by the Premise is earlier taken back according to law;

(2) The Premise is expropriated according to law to serve the public interest;

(3) The Premise is listed within the permitted scope of demolition and eviction to meet the needs of urban construction.

(4) The Premise is damaged, lost or appraised as a dangerous house.

11.2 The Parties agree that, under any of the following circumstances, either Party may terminate this Contract by giving a written notice to the other. The breaching party shall pay the other a sum equal to two months’ rent at the time of termination as liquidated damages and, if such breach causes any losses to the other and the liquidated damages are not sufficient to cover the losses, the breaching Party shall make up for the difference between the liquidated damages and the losses.

(1) Party A fails to hand over the Premise on time and such failure lasts for more than ten days after Party B demands such hand-over in writing;

(2) The Premise handed over by Party A fails to conform to the provisions of this Contract resulting that the purpose of lease could not be realized by Party B;

(3) Party B changes the purpose of lease specified herein privately without Party A’s written consent;

(4) The Premise is damaged due to Party B’s reasons;

(5) Party B subleases the Premise, transfers the right to lease the Premise, or exchanges the house so leased with any third party’s privately;

(6) Party B is late in paying the rent for more than one month;

(7) Party B uses the Premise to carry out illegal activities;

(8) Party B privately occupies public area or fire protection passage or fails to comply with laws and regulations governing environment protection and fire protection and such failure is not rectified within five business days of Party A’s written notice.

7

12. Liability for Breach of Contract

12.1 If, during the term of lease, Party A’s failure to timely perform its obligation to repair and maintain the Premise provided for herein results in any damage of the Premise and any losses to Party B’s property or any injury to Party B’s personnel, Party A shall compensate Party B for its direct losses.

12.2 If Party B carries out fitting-out of the Premise or add auxiliary facilities in the Premise without Party A’s written consent or beyond the scope and requirements agreed in writing by Party A or Party B privately occupies/uses public area or fire protection passage, Party A shall have the right to require Party B to restore the Premise to its original condition and compensate Party A for losses.

12.3 If, during the term of lease, Party A terminates this Contract and earlier takes back the Premise other than as provided for herein, Party A shall pay Party B a sum equal to 0.5 times the rent that should otherwise have been payable for the number of days the Premise is earlier taken back (with a maximum of three months’ rent) as liquidated damages. If the liquidated damages is not adequate to compensate Party B for its losses, Party A shall make up for the difference.

12.4 If, during the term of lease, Party B earlier terminates this Contract at its own discretion other than as provided for herein, Party B shall pay Party A a sum equal to 0.5 times the rent that should otherwise have been payable for the number of days this Contract is earlier terminated (with a maximum of three months’ rent) as liquidated damages. If the liquidated damages is not adequate to compensate Party A for its losses, Party B shall make up for the difference. Party A may deduct the same from the deposit. If the deposit is not adequate, Party B shall make up for the difference. In addition, Party B shall pay Party A the rent for the rent-free period from April 16, 2012 to July 15, 2012, i.e., Renminbi Eighty-Seven Thousand Two Hundred and Nine Yuan and Thirty-Six Cents (RMB87,209.36).

12.5 Except for the circumstances described in Articles 12.3 and 12.4 hereof, the breaching Party shall continue to perform this Contract if the non-breaching Party requires so upon the occurrence of any breach, regardless of whether the breaching Party has actually paid liquidated damages, compensations and late fees.

13. Miscellaneous

13.1 If Party A intends to create a mortgage on the Premise during the term of lease, it shall inform Party B in writing thereof.

13.2 In addition to the right to use the Premise, Party B shall have the right to pass through the corridor, stairs, elevators and lobby and the right to use public washrooms and fire protection equipment. Party B is not allowed to privately store flammable, explosive or toxic substances, nor is it allowed to privately release waste gas, water or residue, or occupy public area, fire protection passage or areas not for lease. Party B shall be responsible for the management of its own property and take out at its own expense insurance from insurers.

13.3 If dangerous goods and pollution sources including but not limited to flammable or explosive substances, noise, and waste gas, water or residue are involved in Party B’s activities,

8

the Premise may not be used before Party B has submitted an application to and obtained approvals from the Caohejing Hi-tech Park and relevant departments of Shanghai Municipal and before safety standards and release standards are met. Party B shall obtain approval from competent fire protection department before carrying out its own fitting-out.

13.4 If either of the Parties cannot perform any terms of this Contract due to the occurrence of any event of force majeure including but not limited to war (whether declared or not), earthquake, typhoon, flood and fire, the hindered party shall promptly send notice to the other party and provide the other within 15 days thereafter with the details of the event of force majeure and reasons for non-performance or delayed performance and valid certification with respect thereto.

Party A and Party B shall negotiate to decide whether this Contract shall be terminated, partially relieved or delayed, on the basis of the impact of such event on the performance of this Contract.

13.5 The conclusion, validity, interpretation, performance and dispute of resolution of this Contract shall be governed by the laws and regulations of the PRC and the regulations and rules of Shanghai Municipal.

13.6 Any dispute arising out of performance of this Contract or in connection with this Contract shall be resolved by the Parties through friendly consultation; if the dispute cannot be resolved through consultation, either Party may initiate a lawsuit before a people’s court of competent jurisdiction in Shanghai. The final judgment of the court shall be binding upon the Parties.

13.7 With respect to matters not covered by this Contract, the Parties may enter into a separate agreement in writing which constitutes an integral part of this Contract and shall be of equal force and effect.

This Contract may be amended by mutual agreement of the Parties. Any amendment to this Contract shall take effect only after it is made in writing and signed by legal representatives or their authorized representative of the Parties. The Parties shall perform the existing terms of this Contract before any amendment hereto takes effect.

Things written by hand in this Contract (including the body, appendixes and other components), other than the signature space, shall take effect only after they are acknowledged by the Parties with official seals affixed thereon.

13.8 Party A and Party B acknowledge that their respective contact addresses and telephone numbers as follows:

Party A’s Address: 900 Yishan Road, Shanghai	Zip Code: 200233
Telephone: (86) (21) 64850000	Fax: (86) (21) 64851906

Party B’s Address: Room 1601, Zone #A of Science and Technology Tower, 900 Yishan Road

Zip Code: 200233

Telephone: 51696833 Fax: 54263132

9

All notices, documents and materials given or furnished by either of the Parties to the other in connection with the performance of this Contract shall be delivered by facsimile transmission to the addresses specified above. Each Party shall give the other a written notice if it intends to change its contact address or telephone number. Unless Party B changes its contact address by giving Party A a written notice, Party B’s contact address shall be automatically changed to the address of the Premise specified in Article 3.1 hereof at the end of six months from the effective date of this Contract.

Those sent by personal delivery shall be deemed to have arrived when the receipt of the same is acknowledged; those given by facsimile shall be deemed to have arrived when sent out; those given by post shall be deemed to have arrived on the date mailed by registered mail or post.

13.9 This Contract shall take effect as of the date it is signed and affixed official seal by the legal representatives or authorized representatives of the Parties.

13.10 This Contract (including its appendixes) is written in Chinese and executed in two originals and each Party shall hold one of them with the equal legal effect.

[Remainder of this page intentionally left blank]

10

(Signature Page)

Party A: Shanghai Hi-tech Park United Development Co., Ltd.	Party B: Montage Technology (Shanghai) Co., Ltd.
[Affixed with official seal]	[Affixed with official seal]
Legal Representative (or Authorized Representative)	Legal Representative (or Authorized Representative)
By: [Signed]	By:
Date: April 9, 2013	Date:
Account Bank: Bank of China Xuhui Sub-branch	Account Bank: [            ]
Account No.: 449459226915	Account No.: [            ]

11

Appendix 1

Hand-Over Standards of the Premise

Hand-over standards of the Premise are as follows:

1. Reinforced concrete structure, uniformly distributed load of 300 kilogram/square meter.

2. Designed power supply capacity of 150 KW/floor, single power supply. Party B’s electricity consumption shall not exceed the amount allocated based on the area of the Premise.

3. Telephone and cabling rack connected to the low voltage room of the floor of the Premise, telephone capacity of 80 pairs/floor.

4. Fire protection sparkling system with smoke sensors.

5. Cement mortar floor.

6. White latex painted wall

7. No suspended ceiling, latex painted ceiling.

8. No air-conditioning.

9. No office partition/separation.

10. Washroom: furnished suspended ceiling, toilet ware installed, tile/white painted wall, floor tiles/stone ground.

11. Lift lobby: furnished suspended ceiling, tiles/white painted wall, floor tiles/stone ground

Party A and Party B acknowledge and agree that the Premise handed over to Party B is in condition which partially deviates from the hand-over standards above as it was used in a normal manner, and Party B agrees that it shall restore the Premise which is used in a normal manner to condition that meets the hand-over standards specified above before the Premise is returned.

12

Zone #A of the Science and Technology Tower

This floor map is for reference only.

13

House Lease Contract

(Contract No.:             )

Lessor: Shanghai Hi-tech Park United Development Co., Ltd.

Lessee: Montage Semiconductor (Shanghai) Co., Ltd.

House Lease Contract

This House Lease Contract (this “Contract”) dated [            ], 2012 is executed in Shanghai, the People’s Republic of China (the “PRC”) by and between:

Lessor (Party A):	Shanghai Hi-tech Park United Development Co., Ltd.
Address:	900 Yishan Road, Shanghai, the PRC
Legal Representative:	Da Runiu
Zip Code:	200233
Telephone:	(86) (21) 64850000
Fax:	(86) (21) 64851906
Business License:	310000400004624 (Municipal Bureau)
Lessee (Party B):	Montage Semiconductor (Shanghai) Co., Ltd.
Address:	Room 802, #33 Building, 680 Guiping Road, Shanghai, the PRC
Legal Representative:	Howard Chonghe Yang
Zip Code:	200030
Telephone:	(86) (21) 51696833
Fax:	(86) (21) 54263132
Business License:	310000400639748 (Xuhui)

In accordance with the provisions of the Contract Law of the People’s Republic of China, the Regulations of Shanghai Municipality on Lease of House and relevant laws and regulations, on the basis of equality, voluntariness, fairness, and good faith, and through consultation, Party A and Party B agree to enter into this Contract with respect to Party B’s lease of the house that Party A may lease out according to law.

1. Legal Standing of the Parties and Relevant Documents

1.1 Party A is an economic entity duly established with approval from the government of the PRC, responsible for the development, construction, operation and management of Shanghai Caohejing Hi-tech Development Park (the “Caohejing Hi-tech Park”) and possesses legal person status of the PRC.

1.2 Party B is an economic entity duly established with approval from the government of the PRC, engaged in economic activities including chip design within its business scope and possesses legal person status of the PRC.

1.3 Before the execution of this Contract, Party B shall provide Party A with a photocopy of its business license and a photocopy of its tax registration certificate, submit a form of particulars of enterprises (entities) settling in Caohejing Hi-tech Park and sign a receipt of Environment Protection Acknowledgement for Enterprises Settling in the Park.

1

2. Acknowledgement and Warranty of the Parties

2.1 In addition to those set forth herein, each of Party A and Party B acknowledges and warrants that:

(1) it has the legal qualification and capacities for civil rights and for civil conducts to enter into and perform this Contract, is aware of its rights, obligations and liabilities and agrees to act in strict accordance with this Contract. If either of the Parties is in breach of this Contract, the other shall have the right to claim damages in accordance with the provisions of this Contract.

(2) it has completed internal approval procedures necessary for the execution of this Contract.

(3) there exist no contracts entered into with a third party or other matters that may affect the execution and performance of this Contract.

2.2 Party A undertakes that it has lawfully obtained a valid title certificate at the execution of this Contract as follows:

Shanghai Municipal Real Estate Title Certificate no.: Hu Fang Di Xu Zi (2003) No. 038571

3. Particulars of the Leased Premise

3.1 The property leased from Party A to Party B is located at Room 1602, A16 Floor, #1 Building, 900 Yishan Road in the Caohejing Hi-tech Park (the “Premise”) and the external legend of the Premise is “Room 1602, 16^th Floor, Zone #A of Science and Technology Tower, 900 Yishan Road”.

The Premise is an office building type property with gross floor area of 353.97 square meters.

3.2 Party A will establish a lease relationship with Party B as a holder of real estate title. Before the execution of this Contract, Party A has informed Party B that no mortgage has been created on the Premise.

3.3 The hand-over standards of the Premise are attached hereto as Appendix 1.

3.4 The floor map of the Premise is attached hereto as Appendix 2.

4. Purpose of the Lease

4.1 Party B undertakes to Party A that the Premise is leased for the purpose of carrying out economic activities within the business scope specified in its industrial and commercial business license and it shall comply with the provisions of the State and Shanghai municipality concerning the use and fire protection safety of housing and of the Caohejing Hi-tech Park concerning industry development, environment protection and property management.

4.2 Party B undertakes that it shall not change the purpose specified in the foregoing clause privately during the term of lease without Party A’s written consent and approval from relevant government authorities as required.

2

5. Hand-over Date and Term of Lease

5.1 Party A and Party B agree that the term of lease of the Premise shall commence on April 16, 2012 (Commencement Date) and end on December 31, 2014, and the rent shall be accrued as of July 16, 2012.

5.2 Upon the expiration of the term of lease, Party A shall have the right to take back the Premise and Party B shall return the same on time. If Party B intends to renew the lease of the Premise, it shall submit a written application to Party A for such renewal three months prior to the expiration of the term of lease and Party A shall reply to Party B whether it agrees to such renewal within one month from the date of receipt of Party B’s written application. The Parties shall enter into a new lease contract if Party A agrees to such renewal. The Parties shall amend clauses concerning the rent and others in the renewal contract based on market conditions and no adjustment in the rent shall be more than 20%. Should the Parties fail to come to an agreement on such adjustment and enter into a renewal contract within one month prior to the expiration of the term of lease, then Party A shall have the right to terminate this Contract and take back the Premise upon the expiration of the term of lease.

6. Rent, and Method and Term of Payment

6.1 Party A and Party B agree that the rent of the Premise shall be Renminbi Two Yuan and Seventy Cents (RMB2.70) per day per square meter (gross floor area) and the total annual rent shall be Renminbi Three Hundred and Forty-Eight Thousand Eight Hundred and Thirty-Seven Yuan and Forty-Four Cents (RMB348,837.44).

6.2 The rent of the Premise shall be paid first and applied later. Party B agrees to pay Party A the rent for the period from July 16, 2012 to September 30, 2012, i.e., Renminbi Seventy-Three Thousand Four Hundred and Thirty-One Yuan and Eight Cents (RMB73,431.08), within ten days (calendar days) from the effective date of this Contract and thereafter, the rent shall be paid to Party A in four installments prior to January 1, April 1, July 1 and October 1 and 25% of the current annual rent due and payable shall be paid off in each installment, i.e., Renminbi Eighty-Seven Thousand Two Hundred and Nine Yuan and Thirty-Six Cents (RMB87,209.36). If any installment is to be paid by a date which falls on a Saturday, Sunday or legal holiday, then the deadline for making such a payment shall be postponed to the first business day immediately following the holiday. In case of any delinquency, Party B is required to pay a late fee equal to 0.05% of the rent due and payable for every day of such delay.

7. Lease Deposit and Other Expenses

7.1 Party A and Party B agree that Party B shall pay Party A a deposit for lease of the Premise within ten days (calendar days) from the effective date of this Contract, which deposit

3

shall be equal to three months’ rent, i.e., Renminbi Eighty-Seven Thousand Two Hundred and Nigh Yuan and Thirty-Six Cents (RMB87,209.36). Party A shall issue a receipt to Party B upon its receipt of the deposit.

If Party B fails to pay the deposit in full within the period set forth herein and such failure continues for more than five days, Party A shall have the right to unilaterally terminate this Contract. If this Contract is terminated by Party A, Party B shall pay Party A liquidated damages equal to two months’ rent.

During the term of lease, Party B shall not apply the deposit to the payment of the rent of the Premise. When this Contract is terminated upon the expiration of the term of lease, the deposit paid by Party B shall be refunded to Party A with no interest accrued thereon (unless otherwise provided for herein) within ten business days after Party B has paid off relevant expenses and completed the hand-over procedures with the property management department to return the Premise.

7.2 During the term of lease, expenses for water, electric power, telecommunication and equipment incurred from the use of the Premise shall be borne by Party B.

7.3 Party B shall, on its own, apply to relevant departments for completing procedures in connection with the use of electric power and telecommunication at its own cost.

7.4 Party A shall enter into a property management contract with the property management company of the compound where the Premise is located before the hand-over of the Premise and pay property management fees as required. The current rate of the property management fee of the Premise is Renminbi Seven Yuan and Fifty Cents (RMB7.50) per month per square meter (gross floor area) and Party B is required to pay the property management fee as of the date the Premise is handed over.

8. Requirements on the Use of and Liability for the Repair of the Premise

8.1 If Party B discovers that the Premise and its auxiliary facilities incur any normal wear and tear during the term of lease, it shall promptly notify the property management company appointed by Party A for repair. Party B shall actively provide assistance and cooperation in the repair of the Premise and its auxiliary facilities. Party B shall be solely liable for all consequences arising from failure to carry out timely repair due to Party B’s action or omission. If Party A fails to carry out such repair within a reasonable period, Party B shall have the right to carry out repair by itself by giving Party A a written notice three business days in advance and all reasonable expenses incurred therefrom shall be borne by Party A.

8.2 During the term of lease, Party B shall make reasonable use of and take good care of the Premise and its auxiliary facilities. If any damage or failure happens to the Premise or the auxiliary facilities through Party B’s man-made or other reasons attributable to Party B, and/or fire protection measures are not taken in accordance with relevant national/local laws and regulations, Party B shall be responsible for carrying out repair/rectification in a timely manner at its own cost. If Party B fails to carry out repair/rectification within a reasonable period, Party

4

A shall have the right to carry out repair/rectification (including but not limited to carrying out such repair/rectification in the Premise) by giving Party B a written notice three business days in advance and all reasonable expenses incurred therefrom shall be borne by Party B.

8.3 During the term of lease, Party A shall ensure that the Premise and its auxiliary facilities are maintained in normal usable and safe condition. Party A may inspect and maintain the Premise and Party B shall extend cooperation to Party A in such inspection or maintenance. Party A shall use its best endeavors to minimize its impact on Party B’s use of the Premise.

8.4 If Party B needs to carry out fitting-out or add auxiliary facilities or equipment other than those existing ones, it shall obtain Party A’s written consent in advance and go through relevant procedures with the property management company. If approval from relevant department is required pursuant to regulations, no fitting-out shall be carried out and no auxiliary facilities or equipment shall be added before Party B has obtained approval from relevant department.

8.5 Party B’s fitting-out and use of the Premise shall comply with laws and regulations of the State and Shanghai municipality governing environment protection and fire protection, as well as relevant property management rules. Party B shall assume all relevant liability for its breach of such laws, regulations or rules (including but not limited to liability for compensating Party A and/or a third party for losses so caused). During the term of lease, relevant competent governmental department or relevant fire protection inspection organization accompanied by Party A shall have the right to enter the Premise for fire protection inspection upon a prior written notice to Party B and Party B shall cooperate in such inspection.

9. Return of the Premise

9.1 Upon the termination or expiration of this Contract, Party B shall be responsible for restoring the Premise to its original condition that meets the hand-over standards (except for normal wear and tear). Party B may go through procedures to return the Premise after it is inspected to be acceptable to Party A. Otherwise, Party A shall have the right to restore the Premise on behalf of Party B and deduct corresponding fees from the deposit. Party A shall have the right to claim against Party B for any shortfall, if any.

If Party B intends to keep the fitting-out and auxiliary facilities it has added or renovated rather than to restore the Premise to its original condition, it shall apply to Party A in advance and obtain Party A’s written consent. If Party A agrees that no restoration or only partial restoration is required, Party B shall carry out such partial restoration (if necessary) as required by Party A and provide complete drawings, fire protection certificates, warranties and users’ handbooks for all fitting-out and auxiliary facilities left (and ensure that such fitting-out and auxiliary facilities are maintained in good and usable condition).

9.2 If Party B does not pay off relevant expenses upon termination or expiration of this Contract and if Party A suffers from economic losses for reasons attributable to Party B, Party A shall have the right to deduct the same from the deposit with the remaining deposit being refunded to Party B with no interest accrued on it. Party A shall have the right to claim against Party B for any shortfall, if any.

5

9.3 Upon the termination or expiration of this Contract, if Party B has used the address of the Premise as its registered address, Party B shall complete procedures to revoke such registered address before the termination or expiration of this Contract. If Party B has not completed procedures to revoke its registered capital within five business days from the termination or expiration of this Contract, the deposit shall not be refunded, except that through prior consultation between the Parties, Party A agrees that Party B may keep the registered address.

9.4 Unless Party A agrees to Party B’s renewal of the lease and a renewal contract is entered into, Party B shall return the Premise upon expiration of the term of lease or termination of this Contract for whatever reasons. If Party B is late in returning the Premise without Party A’s consent, Party B shall pay Party A for its use of the Premise at the rate of two times the daily rent for every day of such delay. Party B agrees that if Party B is late in restoring the Premise to its original condition and in returning the Premise for 15 days, Party A shall have the right to enter the Premise at its own discretion by giving Party B a written notice two business days in advance while Party B shall be deemed to have forfeited the ownership of or the right to use the fitting-out, facilities, equipment and other items not dismantled or removed, including equipment and items which are deemed to be owned by Party B’s (whether belonging to Party B or a third party), which are at Party A’s disposal, and if the legitimate rights and interests of a third party are involved, Party B shall be liable for compensating the third party. Party A may restore the Premise at Party B’s expense. The Premise shall be deemed to be returned upon Party A’s entering the Premise.

10. Sublease and Transfer

10.1 Unless Party A agrees to Party B’s sublease of the Premise in the supplementary clauses of this Contract or other written document, Party B shall not sublease the Premise, in whole or in part, to any third party during the term of lease.

10.2 If Party A intends to sell the Premise during the term of lease, it shall notify Party B thereof in advance. Party B shall have a pre-emptive right to buy the Premise under the same conditions.

11. Conditions of Termination of this Contract

11.1 The Parties agree that, during the term of lease, this Contract shall be terminated and neither Party shall be held liable to the other under any of the following circumstances:

(1) the right to use the land occupied by the Premise is earlier taken back according to law;

(2) The Premise is expropriated according to law to serve the public interest;

(3) The Premise is listed within the permitted scope of demolition and eviction to meet the needs of urban construction.

(4) The Premise is damaged, lost or appraised as a dangerous house.

6

11.2 The Parties agree that, under any of the following circumstances, either Party may terminate this Contract by giving a written notice to the other. The breaching party shall pay the other a sum equal to two months’ rent at the time of termination as liquidated damages and, if such breach causes any losses to the other and the liquidated damages are not sufficient to cover the losses, the breaching Party shall make up for the difference between the liquidated damages and the losses.

(1) Party A fails to hand over the Premise on time and such failure lasts for more than ten days after Party B demands such hand-over in writing;

(2) The Premise handed over by Party A fails to conform to the provisions of this Contract resulting that the purpose of lease could not be realized by Party B;

(3) Party B changes the purpose of lease specified herein privately without Party A’s written consent;

(4) The Premise is damaged due to Party B’s reasons;

(5) Party B subleases the Premise, transfers the right to lease the Premise, or exchanges the house so leased with any third party’s privately;

(6) Party B is late in paying the rent for more than one month;

(7) Party B uses the Premise to carry out illegal activities;

(8) Party B privately occupies public area or fire protection passage or fails to comply with laws and regulations governing environment protection and fire protection and such failure is not rectified within five business days of Party A’s written notice.

12. Liability for Breach of Contract

12.1 If, during the term of lease, Party A’s failure to timely perform its obligation to repair and maintain the Premise provided for herein results in any damage of the Premise and any losses to Party B’s property or any injury to Party B’s personnel, Party A shall compensate Party B for its direct losses.

12.2 If Party B carries out fitting-out of the Premise or add auxiliary facilities in the Premise without Party A’s written consent or beyond the scope and requirements agreed in writing by Party A or Party B privately occupies/uses public area or fire protection passage, Party A shall have the right to require Party B to restore the Premise to its original condition and compensate Party A for losses.

12.3 If, during the term of lease, Party A terminates this Contract and earlier takes back the Premise other than as provided for herein, Party A shall pay Party B a sum equal to 0.5 times the rent that should otherwise have been payable for the number of days the Premise is earlier taken back (with a maximum of three months’ rent) as liquidated damages. If the liquidated damages is not adequate to compensate Party B for its losses, Party A shall make up for the difference.

7

12.4 If, during the term of lease, Party B earlier terminates this Contract at its own discretion other than as provided for herein, Party B shall pay Party A a sum equal to 0.5 times the rent that should otherwise have been payable for the number of days this Contract is earlier terminated (with a maximum of three months’ rent) as liquidated damages. If the liquidated damages is not adequate to compensate Party A for its losses, Party B shall make up for the difference. Party A may deduct the same from the deposit. If the deposit is not adequate, Party B shall make up for the difference. In addition, Party B shall pay Party A the rent for the rent-free period from April 16, 2012 to July 15, 2012, i.e., Renminbi Eighty-Seven Thousand Two Hundred and Nine Yuan and Thirty-Six Cents (RMB87,209.36).

12.5 Except for the circumstances described in Articles 12.3 and 12.4 hereof, the breaching Party shall continue to perform this Contract if the non-breaching Party requires so upon the occurrence of any breach, regardless of whether the breaching Party has actually paid liquidated damages, compensations and late fees.

13. Miscellaneous

13.1 If Party A intends to create a mortgage on the Premise during the term of lease, it shall inform Party B in writing thereof.

13.2 In addition to the right to use the Premise, Party B shall have the right to pass through the corridor, stairs, elevators and lobby and the right to use public washrooms and fire protection equipment. Party B is not allowed to privately store flammable, explosive or toxic substances, nor is it allowed to privately release waste gas, water or residue, or occupy public area, fire protection passage or areas not for lease. Party B shall be responsible for the management of its own property and take out at its own expense insurance from insurers.

13.3 If dangerous goods and pollution sources including but not limited to flammable or explosive substances, noise, and waste gas, water or residue are involved in Party B’s activities, the Premise may not be used before Party B has submitted an application to and obtained approvals from the Caohejing Hi-tech Park and relevant departments of Shanghai Municipal and before safety standards and release standards are met. Party B shall obtain approval from competent fire protection department before carrying out its own fitting-out.

13.4 If either of the Parties cannot perform any terms of this Contract due to the occurrence of any event of force majeure including but not limited to war (whether declared or not), earthquake, typhoon, flood and fire, the hindered party shall promptly send notice to the other party and provide the other within 15 days thereafter with the details of the event of force majeure and reasons for non-performance or delayed performance and valid certification with respect thereto.

Party A and Party B shall negotiate to decide whether this Contract shall be terminated, partially relieved or delayed, on the basis of the impact of such event on the performance of this Contract.

8

13.5 The conclusion, validity, interpretation, performance and dispute of resolution of this Contract shall be governed by the laws and regulations of the PRC and the regulations and rules of Shanghai Municipal.

13.6 Any dispute arising out of performance of this Contract or in connection with this Contract shall be resolved by the Parties through friendly consultation; if the dispute cannot be resolved through consultation, either Party may initiate a lawsuit before a people’s court of competent jurisdiction in Shanghai. The final judgment of the court shall be binding upon the Parties.

13.7 With respect to matters not covered by this Contract, the Parties may enter into a separate agreement in writing which constitutes an integral part of this Contract and shall be of equal force and effect.

This Contract may be amended by mutual agreement of the Parties. Any amendment to this Contract shall take effect only after it is made in writing and signed by legal representatives or their authorized representative of the Parties. The Parties shall perform the existing terms of this Contract before any amendment hereto takes effect.

13.8 Party A and Party B acknowledge that their respective contact addresses and telephone numbers as follows:

Party A’s Address: 900 Yishan Road, Shanghai	Zip Code: 200233
Telephone: (86) (21) 64850000	Fax: (86) (21) 64851906

Party B’s Address: Room 1601, Zone #A of Science and Technology Tower, 900 Yishan Road
Zip Code: 200233
Telephone: 51696833	Fax: 54263132

All notices, documents and materials given or furnished by either of the Parties to the other in connection with the performance of this Contract shall be delivered by facsimile transmission to the addresses specified above. Each Party shall give the other a written notice if it intends to change its contact address or telephone number.

Those sent by personal delivery shall be deemed to have arrived when the receipt of the same is acknowledged; those given by facsimile shall be deemed to have arrived when sent out; those given by post shall be deemed to have arrived on the date mailed by registered mail or post.

13.9 This Contract shall take effect as of the date it is signed and affixed official seal by the legal representatives or authorized representatives of the Parties.

13.10 This Contract is executed in two originals and each Party shall hold one of them.

9

Party A:	Shanghai Hi-tech Park United Development Co., Ltd.	Party B:	Montage Semiconductor (Shanghai) Co., Ltd.
[Affixed with official seal]		[Affixed with official seal]
Legal Representative (or Authorized Representative)		Legal Representative (or Authorized Representative)
By: [Signed]		By: [Affixed with the seal of Howard Chonghe Yang]
Date: February 15, 2012		Date:
Account Bank: Bank of China Xuhui Sub-branch		Account Bank: [            ]
Account No.: 449459226915		Account No.: [            ]

10

Appendix 1

Hand-Over Standards of the Premise

Hand-over standards of the Premise are as follows:

1. Reinforced concrete structure, uniformly distributed load of 300 kilogram/square meter.

2. Designed power supply capacity of 150 KW/floor, single power supply. Party B’s electricity consumption shall not exceed the amount allocated based on the area of the Premise.

3. Telephone and cabling rack connected to the low voltage room of the floor of the Premise, telephone capacity of 80 pairs/floor.

4. Fire protection sparkling system with smoke sensors.

5. Cement mortar floor.

6. White latex painted wall

7. No suspended ceiling, latex painted ceiling.

8. No air-conditioning.

9. No office partition/separation.

10. Washroom: furnished suspended ceiling, toilet ware installed, tile/white painted wall, floor tiles/stone ground.

11. Lift lobby: furnished suspended ceiling, tiles/white painted wall, floor tiles/stone ground

Party A and Party B acknowledge and agree that the Premise handed over to Party B is in condition which partially deviates from the hand-over standards of Appendix 1 (Party B acknowledges that it will keep the existing facilities and equipment in the Premise including air-conditioning, suspended ceiling and partition and be responsible for the maintenance of such facilities and equipment at its own cost) as it was used in a normal manner, and Party B agrees that it shall restore the Premise which is used in a normal manner to condition that meets the hand-over standards specified in Appendix 1 before the Premise is returned.

11

Zone #A of the Science and Technology Tower

This floor map is for reference only.

12

Agreement to Change the Lessee in House Lease Contract

This Agreement is entered into by and among:

Party A: Shanghai Hi-tech Park United Development Co., Ltd.

Party B: Montage Semiconductor (Shanghai) Co., Ltd.

Party C: Montage Technology (Shanghai) Co., Ltd.

Whereas, Party A and Party B have entered into that certain House Lease Contract (the “Original Contract”) dated February 15, 2012, pursuant to which Party B has leased from Party A Room 1602, A16 Floor, #1 Building, 900 Yishan Road located in the Caohejing Hi-tech Park, with gross floor area of 353.97 square meters and the term of lease commenced on April 16, 2012 (Commencement Date) and will end on December 31, 2014.

Whereas, Party C is an affiliate of Party B. Party B and Party C hereby submit a written application to Party A to change the lessee in the Original Contract from Party B to Party C as of January 1, 2013 for operational needs.

Through friendly consultation, the Parties agree to the following clauses with respect to the change of the lessee in the Original Contract:

Article 1	The Parties agree that the lessee in the Original Contract shall be changed from Party B to Party C as of January 1, 2013 and all rights, obligations and liabilities of Party B under the Original Contract shall be transferred to Party C. Party B and Party C shall remain jointly and severally liable with respect to the obligations under the Lease Contract (including outstanding obligations in the Original Contract, if any) as of the date the lessee is changed.
Article 2	This Agreement shall take effect as of the date it is signed and affixed with official seals by the legal representatives or their authorized representatives of the Parties.
Article 3	This Agreement is written in Chinese and executed in three originals and each Party shall hold one of them with the equal legal effect.

[Remainder of this page intentionally left blank]

Party A: Shanghai Hi-tech Park United Development Co., Ltd.

[Affixed with official seal]

Legal Representative (or Authorized Representative)

By: [Signed]

Date:

Party B: Montage Semiconductor (Shanghai) Co., Ltd.

[Affixed with official seal]

Legal Representative (or Authorized Representative)

By: [Affixed with the seal of Howard Chonghe Yang]

Date:

Party C: Montage Technology (Shanghai) Co., Ltd.

[Affixed with official seal]

Legal Representative (or Authorized Representative)

By: [Affixed with the seal of Chonghe Yang]

Date:

House Lease Contract

(Contract No.:             )

Lessor: Shanghai Hi-tech Park United Development Co., Ltd.

Lessee: Montage Technology (Shanghai) Co., Ltd.

House Lease Contract

This House Lease Contract (this “Contract”) dated [            ], 2012 is executed in Shanghai, the People’s Republic of China (the “PRC”) by and between:

Lessor (Party A):	Shanghai Hi-tech Park United Development Co., Ltd.
Address:	900 Yishan Road, Shanghai, the PRC
Legal Representative:	Da Runiu
Zip Code:	200233
Telephone:	(86) (21) 64850000
Fax:	(86) (21) 64851906
Business License:	310000400004624 (Municipal Bureau)

Lessee (Party B):	Montage Technology (Shanghai) Co., Ltd.
Address:	Room 406A, #32 Building, 680 Guiping Road, Shanghai, the PRC
Legal Representative:	Howard Chonghe Yang
Zip Code:	200030
Telephone:	(86) (21) 51696833
Fax:	(86) (21) 54263132
Business License:	310000400383770 (Xuhui)

In accordance with the provisions of the Contract Law of the People’s Republic of China, the Regulations of Shanghai Municipality on Lease of House and relevant laws and regulations, on the basis of equality, voluntariness, fairness, and good faith, and through consultation, Party A and Party B agree to enter into this Contract with respect to Party B’s lease of the house that Party A may lease out according to law.

1. Legal Standing of the Parties and Relevant Documents

1.1 Party A is an economic entity duly established with approval from the government of the PRC, responsible for the development, construction, operation and management of Shanghai Caohejing Hi-tech Development Park (the “Caohejing Hi-tech Park”) and possesses legal person status of the PRC.

1.2 Party B is an economic entity duly established with approval from the government of the PRC, engaged in economic activities including IC design within its business scope and possesses legal person status of the PRC.

1.3 Before the execution of this Contract, Party B shall provide Party A with a photocopy of its business license and a photocopy of its tax registration certificate, submit a form of particulars of enterprises (entities) settling in Caohejing Hi-tech Park and sign a receipt of Environment Protection Acknowledgement for Enterprises Settling in the Park.

1

2. Acknowledgement and Warranty of the Parties

2.1 In addition to those set forth herein, each of Party A and Party B acknowledges and warrants that:

(1) it has the legal qualification and capacities for civil rights and for civil conducts to enter into and perform this Contract, is aware of its rights, obligations and liabilities and agrees to act in strict accordance with this Contract. If either of the Parties is in breach of this Contract, the other shall have the right to claim damages in accordance with the provisions of this Contract.

(2) it has completed internal approval procedures necessary for the execution of this Contract.

(3) there exist no contracts entered into with a third party or other matters that may affect the execution and performance of this Contract.

2.2 Party A undertakes that it has lawfully obtained a valid title certificate at the execution of this Contract as follows:

Shanghai Municipal Real Estate Title Certificate no.: Hu Fang Di Xu Zi (2003) No. 038571

3. Particulars of the Leased Premise

3.1 The property leased from Party A to Party B is located at Room 1702, A17 Floor and A18 Floor, #1 Building, 900 Yishan Road in the Caohejing Hi-tech Park (the “Premise”) and the external legend of the Premise is “Room 1702, 17^th Floor, and 18^th Floor. Zone #A of Science and Technology Tower, 900 Yishan Road”.

The Premise is an office building type property with gross floor area of 1562.86 square meters for the A17 floor and 1712.86 square meters for the A18 floor, and an aggregate of 3275.72 square meters.

3.2 Party A will establish a lease relationship with Party B as a holder of real estate title. Before the execution of this Contract, Party A has informed Party B that no mortgage has been created on the Premise.

3.3 The hand-over standards of the Premise are attached hereto as Appendix 1.

3.4 The floor map of the Premise is attached hereto as Appendix 2.

3.5 Party A and Party B have entered into that certain pre-lease contract of the Premise dated December 5, 2011 (the “Original Contract”).

2

4. Purpose of the Lease

4.1 Party B undertakes to Party A that the Premise is leased for the purpose of carrying out economic activities within the business scope specified in its industrial and commercial business license and it shall comply with the provisions of the State and Shanghai municipality concerning the use and fire protection safety of housing and of the Caohejing Hi-tech Park concerning industry development, environment protection and property management.

4.2 Party B undertakes that it shall not change the purpose specified in the foregoing clause privately during the term of lease without Party A’s written consent and approval from relevant government authorities as required.

5. Hand-over Date and Term of Lease

5.1 Party A and Party B agree that the term of lease of the Premise shall commence on April 16, 2012 (Commencement Date) and end on December 31, 2014, and the rent shall be accrued as of July 16, 2012.

5.2 Upon the expiration of the term of lease, Party A shall have the right to take back the Premise and Party B shall return the same on time. If Party B intends to renew the lease of the Premise, it shall submit a written application to Party A for such renewal three months prior to the expiration of the term of lease and Party A shall reply to Party B whether it agrees to such renewal within one month from the date of receipt of Party B’s written application. The Parties shall enter into a new lease contract if Party A agrees to such renewal. The Parties shall amend clauses concerning the rent and others in the renewal contract based on market conditions and no adjustment in the rent shall be more than 20%. Should the Parties fail to come to an agreement on such adjustment and enter into a renewal contract within one month prior to the expiration of the term of lease, then Party A shall have the right to terminate this Contract and take back the Premise upon the expiration of the term of lease.

6. Rent, and Method and Term of Payment

6.1 Party A and Party B agree that the rent of the Premise shall be Renminbi Two Yuan and Ninety Cents (RMB2.90) per day per square meter (gross floor area) and the total annual rent shall be Renminbi Three Million Four Hundred and Sixty-Seven Thousand Three Hundred and Forty-Nine Yuan and Sixty-Two Cents (RMB3,467,349.62).

6.2 The rent of the Premise shall be paid first and applied later. Party B agrees to pay Party A the rent for the period from July 16, 2012 to September 30, 2012, i.e., Renminbi Seven Hundred and Twenty-Nine Thousand Eight Hundred and Eighty-Five Yuan and One Cent (RMB729,885.01), within ten days (calendar days) from the effective date of this Contract and thereafter, the rent shall be paid to Party A in four installments prior to January 1, April 1, July 1 and October 1 and 25% of the current annual rent due and payable shall be paid off in each installment, i.e., Renminbi Eight Hundred and Sixty-Six Thousand Eight Hundred and Thirty-Seven Yuan and Forty-One Cents (RMB866,837.41). If any installment is to be paid by a date which falls on a Saturday, Sunday or legal holiday, then the deadline for making such a payment shall be postponed to the first business day immediately following the holiday. In case of any delinquency, Party B is required to pay a late fee equal to 0.05% of the rent due and payable for every day of such delay.

3

7. Lease Deposit and Other Expenses

7.1 Party A and Party B agree that Party B has already paid the deposit of Renminbi Eight Hundred and Sixty-Six Thousand Eight Hundred and Thirty-Seven Yuan and Forty-One Cents (RMB866,837.41) according to the Original Contract, which shall be converted into the deposit hereunder.

During the term of lease, Party B shall not apply the deposit to the payment of the rent of the Premise. When this Contract is terminated upon the expiration of the term of lease, the deposit paid by Party B shall be refunded to Party A with no interest accrued thereon (unless otherwise provided for herein) within ten business days after Party B has paid off relevant expenses and completed the hand-over procedures with the property management department to return the Premise.

7.2 During the term of lease, expenses for water, electric power, telecommunication and equipment incurred from the use of the Premise shall be borne by Party B.

7.3 Party B shall, on its own, apply to relevant departments for completing procedures in connection with the use of electric power and telecommunication at its own cost.

7.4 Party A shall enter into a property management contract with the property management company of the compound where the Premise is located before the hand-over of the Premise and pay property management fees as required. The current rate of the property management fee of the Premise is Renminbi Seven Yuan and Fifty Cents (RMB7.50) per month per square meter (gross floor area) and Party B is required to pay the property management fee as of the date the Premise is handed over.

8. Requirements on the Use of and Liability for the Repair of the Premise

8.1 If Party B discovers that the Premise and its auxiliary facilities incur any normal wear and tear during the term of lease, it shall promptly notify the property management company appointed by Party A for repair. Party B shall actively provide assistance and cooperation in the repair of the Premise and its auxiliary facilities. Party B shall be solely liable for all consequences arising from failure to carry out timely repair due to Party B’s action or omission. If Party A fails to carry out such repair within a reasonable period, Party B shall have the right to carry out repair by itself by giving Party A a written notice three business days in advance and all reasonable expenses incurred therefrom shall be borne by Party A.

8.2 During the term of lease, Party B shall make reasonable use of and take good care of the Premise and its auxiliary facilities. If any damage or failure happens to the Premise or the auxiliary facilities through Party B’s man-made or other reasons attributable to Party B, and/or fire protection measures are not taken in accordance with relevant national/local laws and regulations, Party B shall be responsible for carrying out repair/rectification in a timely manner

4

at its own cost. If Party B fails to carry out repair/rectification within a reasonable period, Party A shall have the right to carry out repair/rectification (including but not limited to carrying out such repair/rectification in the Premise) by giving Party B a written notice three business days in advance and all reasonable expenses incurred therefrom shall be borne by Party B.

8.3 During the term of lease, Party A shall ensure that the Premise and its auxiliary facilities are maintained in normal usable and safe condition. Party A may inspect and maintain the Premise and Party B shall extend cooperation to Party A in such inspection or maintenance. Party A shall use its best endeavors to minimize its impact on Party B’s use of the Premise.

8.4 If Party B needs to carry out fitting-out or add auxiliary facilities or equipment other than those existing ones, it shall obtain Party A’s written consent in advance and go through relevant procedures with the property management company. If approval from relevant department is required pursuant to regulations, no fitting-out shall be carried out and no auxiliary facilities or equipment shall be added before Party B has obtained approval from relevant department.

8.5 Party B’s fitting-out and use of the Premise shall comply with laws and regulations of the State and Shanghai municipality governing environment protection and fire protection, as well as relevant property management rules. Party B shall assume all relevant liability for its breach of such laws, regulations or rules (including but not limited to liability for compensating Party A and/or a third party for losses so caused). During the term of lease, relevant competent governmental department or relevant fire protection inspection organization accompanied by Party A shall have the right to enter the Premise for fire protection inspection upon a prior written notice to Party B and Party B shall cooperate in such inspection.

9. Return of the Premise

9.1 Upon the termination or expiration of this Contract, Party B shall be responsible for restoring the Premise to its original condition that meets the hand-over standards (except for normal wear and tear). Party B may go through procedures to return the Premise after it is inspected to be acceptable to Party A. Otherwise, Party A shall have the right to restore the Premise on behalf of Party B and deduct corresponding fees from the deposit. Party A shall have the right to claim against Party B for any shortfall, if any.

If Party B intends to keep the fitting-out and auxiliary facilities it has added or renovated rather than to restore the Premise to its original condition, it shall apply to Party A in advance and obtain Party A’s written consent. If Party A agrees that no restoration or only partial restoration is required, Party B shall carry out such partial restoration (if necessary) as required by Party A and provide complete drawings, fire protection certificates, warranties and users’ handbooks for all fitting-out and auxiliary facilities left (and ensure that such fitting-out and auxiliary facilities are maintained in good and usable condition).

9.2 If Party B does not pay off relevant expenses upon termination or expiration of this Contract and if Party A suffers from economic losses for reasons attributable to Party B, Party A shall have the right to deduct the same from the deposit with the remaining deposit being refunded to Party B with no interest accrued on it. Party A shall have the right to claim against Party B for any shortfall, if any.

5

9.3 Upon the termination or expiration of this Contract, if Party B has used the address of the Premise as its registered address, Party B shall complete procedures to revoke such registered address before the termination or expiration of this Contract. If Party B has not completed procedures to revoke its registered capital within five business days from the termination or expiration of this Contract, the deposit shall not be refunded, except that through prior consultation between the Parties, Party A agrees that Party B may keep the registered address.

9.4 Unless Party A agrees to Party B’s renewal of the lease and a renewal contract is entered into, Party B shall return the Premise upon expiration of the term of lease or termination of this Contract for whatever reasons. If Party B is late in returning the Premise without Party A’s consent, Party B shall pay Party A for its use of the Premise at the rate of two times the daily rent for every day of such delay. Party B agrees that if Party B is late in restoring the Premise to its original condition and in returning the Premise for 15 days, Party A shall have the right to enter the Premise at its own discretion by giving Party B a written notice two business days in advance while Party B shall be deemed to have forfeited the ownership of or the right to use the fitting-out, facilities, equipment and other items not dismantled or removed, including equipment and items which are deemed to be owned by Party B’s (whether belonging to Party B or a third party), which are at Party A’s disposal, and if the legitimate rights and interests of a third party are involved, Party B shall be liable for compensating the third party. Party A may restore the Premise at Party B’s expense. The Premise shall be deemed to be returned upon Party A’s entering the Premise.

10. Sublease and Transfer

10.1 Unless Party A agrees to Party B’s sublease of the Premise in the supplementary clauses of this Contract or other written document, Party B shall not sublease the Premise, in whole or in part, to any third party during the term of lease.

10.2 If Party A intends to sell the Premise during the term of lease, it shall notify Party B thereof in advance. Party B shall have a pre-emptive right to buy the Premise under the same conditions.

11. Conditions of Termination of this Contract

11.1 The Parties agree that, during the term of lease, this Contract shall be terminated and neither Party shall be held liable to the other under any of the following circumstances:

(1) the right to use the land occupied by the Premise is earlier taken back according to law;

(2) The Premise is expropriated according to law to serve the public interest;

(3) The Premise is listed within the permitted scope of demolition and eviction to meet the needs of urban construction.

(4) The Premise is damaged, lost or appraised as a dangerous house.

6

11.2 The Parties agree that, under any of the following circumstances, either Party may terminate this Contract by giving a written notice to the other. The breaching party shall pay the other a sum equal to two months’ rent at the time of termination as liquidated damages and, if such breach causes any losses to the other and the liquidated damages are not sufficient to cover the losses, the breaching Party shall make up for the difference between the liquidated damages and the losses.

(1) Party A fails to hand over the Premise on time and such failure lasts for more than ten days after Party B demands such hand-over in writing;

(2) The Premise handed over by Party A fails to conform to the provisions of this Contract resulting that the purpose of lease could not be realized by Party B;

(3) Party B changes the purpose of lease specified herein privately without Party A’s written consent;

(4) The Premise is damaged due to Party B’s reasons;

(5) Party B subleases the Premise, transfers the right to lease the Premise, or exchanges the house so leased with any third party’s privately;

(6) Party B is late in paying the rent for more than one month;

(7) Party B uses the Premise to carry out illegal activities;

(8) Party B privately occupies public area or fire protection passage or fails to comply with laws and regulations governing environment protection and fire protection and such failure is not rectified within five business days of Party A’s written notice.

12. Liability for Breach of Contract

12.1 If, during the term of lease, Party A’s failure to timely perform its obligation to repair and maintain the Premise provided for herein results in any damage of the Premise and any losses to Party B’s property or any injury to Party B’s personnel, Party A shall compensate Party B for its direct losses.

12.2 If Party B carries out fitting-out of the Premise or add auxiliary facilities in the Premise without Party A’s written consent or beyond the scope and requirements agreed in writing by Party A or Party B privately occupies/uses public area or fire protection passage, Party A shall have the right to require Party B to restore the Premise to its original condition and compensate Party A for losses.

7

12.3 If, during the term of lease, Party A terminates this Contract and earlier takes back the Premise other than as provided for herein, Party A shall pay Party B a sum equal to 0.5 times the rent that should otherwise have been payable for the number of days the Premise is earlier taken back (with a maximum of three months’ rent) as liquidated damages. If the liquidated damages is not adequate to compensate Party B for its losses, Party A shall make up for the difference.

12.4 If, during the term of lease, Party B earlier terminates this Contract at its own discretion other than as provided for herein, Party B shall pay Party A a sum equal to 0.5 times the rent that should otherwise have been payable for the number of days this Contract is earlier terminated (with a maximum of three months’ rent) as liquidated damages. If the liquidated damages is not adequate to compensate Party A for its losses, Party B shall make up for the difference. Party A may deduct the same from the deposit. If the deposit is not adequate, Party B shall make up for the difference. In addition, Party B shall pay Party A the rent for the rent-free period from April 16, 2012 to July 15, 2012, i.e., Renminbi Eight Hundred and Sixty-Six Thousand Eight Hundred and Thirty-Seven Yuan and Forty-One Cents (RMB866,837.41).

12.5 Except for the circumstances described in Articles 12.3 and 12.4 hereof, the breaching Party shall continue to perform this Contract if the non-breaching Party requires so upon the occurrence of any breach, regardless of whether the breaching Party has actually paid liquidated damages, compensations and late fees.

13. Miscellaneous

13.1 If Party A intends to create a mortgage on the Premise during the term of lease, it shall inform Party B in writing thereof.

13.2 In addition to the right to use the Premise, Party B shall have the right to pass through the corridor, stairs, elevators and lobby and the right to use public washrooms and fire protection equipment. Party B is not allowed to privately store flammable, explosive or toxic substances, nor is it allowed to privately release waste gas, water or residue, or occupy public area, fire protection passage or areas not for lease. Party B shall be responsible for the management of its own property and take out at its own expense insurance from insurers.

13.3 If dangerous goods and pollution sources including but not limited to flammable or explosive substances, noise, and waste gas, water or residue are involved in Party B’s activities, the Premise may not be used before Party B has submitted an application to and obtained approvals from the Caohejing Hi-tech Park and relevant departments of Shanghai Municipal and before safety standards and release standards are met. Party B shall obtain approval from competent fire protection department before carrying out its own fitting-out.

13.4 If either of the Parties cannot perform any terms of this Contract due to the occurrence of any event of force majeure including but not limited to war (whether declared or not), earthquake, typhoon, flood and fire, the hindered party shall promptly send notice to the other party and provide the other within 15 days thereafter with the details of the event of force majeure and reasons for non-performance or delayed performance and valid certification with respect thereto.

8

Party A and Party B shall negotiate to decide whether this Contract shall be terminated, partially relieved or delayed, on the basis of the impact of such event on the performance of this Contract.

13.5 The conclusion, validity, interpretation, performance and dispute of resolution of this Contract shall be governed by the laws and regulations of the PRC and the regulations and rules of Shanghai Municipal.

13.6 Any dispute arising out of performance of this Contract or in connection with this Contract shall be resolved by the Parties through friendly consultation; if the dispute cannot be resolved through consultation, either Party may initiate a lawsuit before a people’s court of competent jurisdiction in Shanghai. The final judgment of the court shall be binding upon the Parties.

13.7 With respect to matters not covered by this Contract, the Parties may enter into a separate agreement in writing which constitutes an integral part of this Contract and shall be of equal force and effect.

This Contract may be amended by mutual agreement of the Parties. Any amendment to this Contract shall take effect only after it is made in writing and signed by legal representatives or their authorized representative of the Parties. The Parties shall perform the existing terms of this Contract before any amendment hereto takes effect.

13.8 Party A and Party B acknowledge that their respective contact addresses and telephone numbers as follows:

Party A’s Address: 900 Yishan Road, Shanghai	Zip Code: 200233
Telephone: (86) (21) 64850000	Fax: (86) (21) 64851906

Party B’s Address: Room 1601, Zone #A of Science and Technology Tower, 900 Yishan Road
Zip Code: 200233
Telephone: 51696833	Fax: 54263132

All notices, documents and materials given or furnished by either of the Parties to the other in connection with the performance of this Contract shall be delivered by facsimile transmission to the addresses specified above. Each Party shall give the other a written notice if it intends to change its contact address or telephone number.

Those sent by personal delivery shall be deemed to have arrived when the receipt of the same is acknowledged; those given by facsimile shall be deemed to have arrived when sent out; those given by post shall be deemed to have arrived on the date mailed by registered mail or post.

13.9 This Contract shall take effect as of the date it is signed and affixed official seal by the legal representatives or authorized representatives of the Parties.

13.10 This Contract is executed in two originals and each Party shall hold one of them.

9

Party A:	Shanghai Hi-tech Park United Development Co., Ltd.	Party B:	Montage Technology (Shanghai) Co., Ltd.
[Affixed with official seal]		[Affixed with official seal]
Legal Representative (or Authorized Representative)		Legal Representative (or Authorized Representative)
By: [Signed]		By: [Affixed with the seal of Chonghe Yang]
Date: February 15, 2012		Date:
Account Bank: Bank of China Xuhui Sub-branch		Account Bank: [            ]
Account No.: 449459226915		Account No.: [            ]

10

Appendix 1

Hand-Over Standards of the Premise

Hand-over standards of the Premise are as follows:

1. Reinforced concrete structure, uniformly distributed load of 300 kilogram/square meter.

2. Designed power supply capacity of 150 KW/floor, single power supply. If Party B’s electricity consumption exceeds 150KW/floor, Party B shall, on its own, apply to the power supply company for high voltage power supply and relevant transformer equipment at its own cost.

3. Telephone and cabling rack connected to the low voltage room of the floor of the Premise, telephone capacity of 80 pairs/floor.

4. Fire protection sparkling system with smoke sensors.

5. Cement mortar floor.

6. White latex painted wall

7. No suspended ceiling, latex painted ceiling.

8. No air-conditioning.

9. No office partition/separation.

10. Washroom: furnished suspended ceiling, toilet ware installed, tile/white painted wall, floor tiles/stone ground.

11. Lift lobby: furnished suspended ceiling, tiles/white painted wall, floor tiles/stone ground

Party A and Party B acknowledge and agree that the Premise handed over to Party B is in condition which partially deviates from the hand-over standards of Appendix 1 (Party B acknowledges that it will keep the existing facilities and equipment in the Premise including air-conditioning, suspended ceiling and partition and be responsible for the maintenance of such facilities and equipment at its own cost) as it was used in a normal manner, and Party B agrees that it shall restore the Premise which is used in a normal manner to condition that meets the hand-over standards specified in Appendix 1 before the Premise is returned.

11

Zone #A of the Science and Technology Tower

This floor map is for reference only.

12

EX-21.1

Exhibit 21.1

List of Subsidiaries

	Name	Place of Incorporation
1.	Montage Semiconductor Holdings Company Limited	Cayman Islands
2.	Montage Technology Holdings Company Limited	Cayman Islands
3.	Montage Technology, Inc.	USA
4.	Montage Semiconductor Hong Kong Company Limited	Hong Kong
5.	Montage Technology Hong Kong Limited	Hong Kong
6.	Montage Technology Company Limited	Hong Kong
7.	Montage Technology Macao Commercial Offshore Limited	Macao
8.	Montage Technology (Taiwan) Co., Ltd.	Taiwan
9.	Montage Technology (Shanghai) Co., Ltd.	PRC
10.	Montage Semiconductor (Shanghai) Co., Ltd.	PRC
11.	Suzhou Montage Microelectronic Technology Co., Ltd.	PRC

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form S-1 of Montage Technology Group Limited of our report dated August 9, 2013 relating to the financial statements of Montage Technology Group Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers Zhong Tian LLP

Shanghai, the People’s Republic of China

August 21, 2013

EX-23.4

Exhibit 23.4

Commerce & Finance Law Offices

1506 Kerry Center, 1515 Nanjing West Road,

Shanghai PRC; Postcode: 200040,

Tel: 8621- 52986877 Fax: 8621- 52986878

Website: www.tongshang.com.cn

May 24, 2013

Montage Technology Group Limited

Room A1601, Technology Building

900 Yi Shan Road, Xuhui District

Shanghai, 200233 People’s Republic of China

Dear Sir/Madam,

We have acted as legal counsel as to the laws of the People’s Republic of China (excluding Hong Kong Special Administrative Region, Macau Special Administrative Region and Taiwan) to Montage Technology Group Limited (the “Company”) in connection with (A) the Company’s registration statement on Form S-1 including all amendments or supplements thereto (the “Registration Statement”) filed with the Securities and Exchange Commission under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to the initial public offering of the Company’s ordinary shares, and (B) the proposed listing and trading of the Company’s ordinary shares on the NASDAQ Global Select Market.

We hereby consent to the use and reference of our name within the sections headed “Risk Factors” and “Enforcement of Civil Liabilities” in, and the filing of this letter as an exhibit to, the Registration Statement. In giving such consent, we do not thereby admit that we fall within the category of the person whose consent is required under Section 7 of the Securities Act or the regulations promulgated thereunder.

Yours sincerely,

/s/ Commerce & Finance

EX-23.5

Exhibit 23.5

March 18, 2013

Montage Technology Group Limited

Room A1601, Technology Building

900 Yi Shan Road, Xuhui District

Shanghai, 200233 People’s Republic of China

Mr. Howard Yang:

We, IHS iSuppli Corporation, hereby consent to the use of IHS iSuppli’s name and inclusion of information found in and derived from our report entitled “China Digital STB Market Forecast and Detail Analysis of Chipset Market Share”, which you commissioned us to prepared, in (i) a registration statement on Form S-1 (the “Registration Statement”) to be filed by Montage Technology Group Limited (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the Company’s initial public offering, (ii) any other future filings by the Company with the SEC, including future registration statements and filings on Form 20-F or Form 6-K or other SEC filings, and (iii) the Company’s websites, investor relations presentations and other marketing materials.

We also hereby consent to the filing of this letter as an exhibit to the Registration Statement. Our contact information and address are: 1700 East Walnut Avenue, Suite 600, El Segundo, California, 90245, USA (Tel: +1-310-524-4007).

Very truly yours,

/s/ Kevin Wang

Kevin Wang, Director China Research,

Electronics Supply Chain,

IHS Global Products & Services

EX-23.6

Exhibit 23.6

August 1, 2013

Montage Technology Group Limited

Room A1601, Technology Building

900 Yi Shan Road, Xuhui District

Shanghai, 200233 People’s Republic of China

Mr. Howard Yang:

We, Jon Peddie Research, hereby consent to the use of our name and inclusion of information found in and derived from our report entitled “LR-DIMM: Market Forecast, A study of the suppliers and markets for LR-DIMM devices”, which you commissioned us to prepare, in (i) a registration statement on Form S-1 (the “Registration Statement”) to be filed by Montage Technology Group Limited (the “Company”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the Company’s initial public offering, (ii) any other future filings by the Company with the SEC, including future registration statements and filings on Form 20-F or Form 6-K or other SEC filings, and (iii) the Company’s websites, investor relations presentations and other marketing materials.

We also hereby consent to the reference of our firm as an expert in relation to the preparation of this report and the matters discussed therein in the Registration Statement. Our contact information and address are: 4 Saint Gabrielle Court, Tiburon, CA 94920, USA (Tel: +1-415-435-9368).

Very truly yours,

/s/ Jon G. Peddie

Jon G. Peddie

President

Jon Peddie Research

CORRESP

BEIJING BRUSSELS CENTURY CITY HONG KONG JAKARTA† LONDON LOS ANGELES NEWPORT BEACH August 21, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Mail Stop 3030 100 F Street, NE Washington, D.C. 20549 Attention: Amanda Ravitz, Assistant Director	2765 Sand Hill Road Menlo Park, California 94025-7019 TELEPHONE (650) 473-2600 FACSIMILE (650) 473-2601 www.omm.com	NEW YORK SAN FRANCISCO SEOUL SHANGHAI SINGAPORE TOKYO WASHINGTON, D.C OUR FILE NUMBER 0594055-00009 WRITER’S DIRECT DIAL 650 473 2630 WRITER’S E-MAIL ADDRESS pku@omm.com .