[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 Prior to this offering, there has been no public market for our ordinary shares. We have applied 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 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] [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] [MONTAGE TECHNOLOGY GROUP LIMITED AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT Agreement Company B-1 B-2 Schedule A Investors This Amended and Restated Investor Rights Agreement (this “ B-1 Prior Agreement Amendment Prerequisite 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 WHEREAS, the Company, the] [1 of 3 2 of 3 3 of 3 EX-5.1 5 d502332dex51.htm EX-5.1] [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: August 21, 2013 - Page 2 Respectfully submitted, EX-8.1 6 d502332dex81.htm EX-8.1] [Page 1 of 2 Page 2 of 2 EX-8.2 7 d502332dex82.htm EX-8.2] [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. PRC Opinion We are qualified lawyers of the People’s Republic] [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] [MONTAGE TECHNOLOGY GROUP LIMITED 2013 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this Montage Technology Group Limited 2013 Performance Incentive Plan (this “ 2. ELIGIBILITY Eligible Person Securities Act participant Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator] [INDEMNIFICATION AGREEMENT Agreement DATE Company NAME Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ 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] [May 1, 2012 Mr. HOWARD CHONGHE YANG Dear Howard, three years. The Montage Technology Company Limited is pleased to offer you the employment with us commencing May 1, 2012 with the contract period of 1. Position Chairman/ CEO. Upon your effective date of employment, you will be employed in the capacity of 2. Salary US$114,600 The compensation is 3. Paid] [May 1, 2012 Mr. STEPHEN KOUNG-IO TAI Dear Stephen, three years. Montage Technology Company Limited is pleased to offer you the employment with us commencing May 1, 2012 with the contract period of 1. Position President Upon your effective date of employment, you will be employed in the capacity of 2. Salary US$114,600 The compensation is 3. Paid Annual Leave] [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 CFO Upon your effective date of employment, you will be employed in the capacity] [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] [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] [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] [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] [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] [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”] [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, Company Registration Statement Securities Act We have acted as legal counsel] [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: (Tel: +1-310-524-4007). Very truly yours, Kevin Wang, Director China Research, Electronics Supply Chain, IHS Global Products & Services EX-23.5 22 d502332dex235.htm EX-23.5] [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 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] []