[Subject to Completion, dated , 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 Prior to this offering, there has been no public market for our ordinary shares. We intend to apply to list our ordinary shares] [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) 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] [MONTAGE TECHNOLOGY GROUP LIMITED AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Schedule A “Investors 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] [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] [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 (Taiwan) Co., Ltd. Taiwan 8.] [IHS iSuppli Corporation Letterhead 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: Very truly yours, Kevin Wang, Director China Research, Electronics Supply Chain, HIS Global Products & Services EX-23.5 6 filename6.htm] []