[Subject to Completion, dated June 19, 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] [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, 4th Floor, Scotia Centre, PO Box 2804, George Town, Grand Cayman, Cayman Islands] [[ ] 2013 Montage Technology Group Limited Room A1601, Technology Building 900 Yi Shan Road Xuhui District Shanghai, 200233 People’s Republic of China Dear Sirs, Re: Montage Technology Group Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Minutes Certificate Date For the purposes of giving this opinion, we have examined a copy of the Registration Statement. We have] [EX-8.1 FORM OF OPINION OF O’MELVENY & MEYERS LLP [ ], 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: [ ], 2013 - Page 2 Respectfully submitted, EX-8 4 filename4.htm] [[ ] 2013 Montage Technology Group Limited Room A1601, Technology Building 900 Yi Shan Road Xuhui District Shanghai, 200233 People’s Republic of China Dear Sirs, Re: Montage Technology Group Limited (the “Company”) Commission Registration Statement Securities Act Ordinary Shares For the purposes of giving this opinion, we have examined and relied upon copies of the following documents: (i) the Registration] [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 — [ 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 of] [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] []