Grandall Law Firm (Shanghai) Legal Opinion on the General Meeting of Shareholders

Grandall Law Firm (Shanghai).

About Montage Technology Co., Ltd

Legal Opinion for the Third Extraordinary General Meeting of Shareholders in 2024

To: Montage Technology Co., Ltd

Montage Technology Co., Ltd. (hereinafter referred to as the "Company") 2024 Third Extraordinary General Meeting of Shareholders is scheduled for the following dates

On September 19, 2024, Grandall Law Firm (Shanghai) (hereinafter referred to as the "Firm") accepted the Company

Attorney Chen Xiaochun and Attorney Ge Jiaqi (hereinafter referred to as the "Lawyers of the Firm") were appointed to attend the meeting in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the "Company Law"), the Securities Law of the People's Republic of China (hereinafter referred to as the "Securities Law"), the Rules for the General Meeting of Shareholders of Listed Companies issued by the China Securities Regulatory Commission and other currently effective laws, regulations and normative documents, and the Articles of Association of Montage Technology Co., Ltd. (hereinafter referred to as the "Articles of Association") ) to issue this legal opinion.

In accordance with the current laws and regulations of the People's Republic of China (hereinafter referred to as "China", for the purpose of this legal opinion only, excluding the Hong Kong S.A.R., Macau S.A.R. and Taiwan), our lawyers issue legal opinions on the legality and legality of the convening and convening procedures of this general meeting of shareholders, whether they comply with the provisions of the Articles of Association, the qualifications of the persons attending the meeting and the legality and validity of the voting procedures of the general meeting.

There are no false, seriously misleading statements and material omissions in this legal opinion, otherwise the lawyers of the firm are willing to bear the corresponding legal responsibility.

The lawyers of the firm only express legal opinions on the relevant legal issues in China involved in the procedures of the general meeting of shareholders based on the facts that occurred before the date of issuance of this legal opinion and the understanding of the facts by the lawyers of the firm.

This legal opinion is issued in accordance with the relevant laws and regulations of the People's Republic of China.

Our lawyers agree that this legal opinion will be required for the company's third extraordinary general meeting of shareholders in 2024

document announcement, and take responsibility for the legal opinions issued by the firm in accordance with the law.

Our lawyers have reviewed and judged all documents and materials related to the issuance of legal opinions, and accordingly issued legal opinions as follows:

Grandall Law Firm (Shanghai) Legal Opinion on the General Meeting of Shareholders

1. The convening and convening procedures of the general meeting of shareholders

The third meeting of the third extraordinary general meeting of shareholders of the company in 2024 was approved by the third meeting of the third board of directors of the company

It was deliberated and approved on September 2, 2024, and on the website of the Shanghai Stock Exchange on September 3, 2024

(http://www.sse.com.cn/) Notify the shareholders by way of announcement, which sets out the meeting time, the matters to be considered at the meeting, and explains that all shareholders have the right to attend and can entrust proxies to attend and exercise their voting rights and the registration date of the rights of shareholders who have the right to attend, the registration method of shareholders attending the on-site meeting, the registration time, the operation method of participating in the online voting, the contact number and the name of the contact person, etc.

According to the above announcement, the board of directors of the company has listed the matters to be discussed at the general meeting of shareholders in the announcement, and fully disclosed the content of the proposal on the website of the Shanghai Stock Exchange in accordance with the relevant regulations.

After review by our lawyers, it was confirmed that the convening and convening procedures of the company's third extraordinary general meeting of shareholders in 2024 complied with the relevant provisions of the Company Law, the Rules for the General Meeting of Shareholders of Listed Companies and the Articles of Association.

2. The legality and validity of the qualifications of the persons attending the meeting and the convener

1. Shareholders and shareholders' representatives attending the meeting

According to the signatures and power of attorney of the shareholders (or shareholders' representatives) attending the meeting of the company and the data provided by the voting platform of the Shanghai Stock Exchange trading system, a total of 763 shareholders (or their shareholders' representatives) attended the meeting, representing 518,657,527 shares, accounting for 45.96% of the company's total number of voting shares (the number of shares held in the repurchase account is not included in the total number of voting rights), of which:

(1) The number of shareholders and shareholders' representatives of the company who attend the on-site meeting and vote is 8 people, representing the shares

7,718,607 shares, representing 0.68% of the Company's total voting shares;

(2) The number of shareholders of the company participating in the online voting was 755, representing 510,938,920 shares, accounting for the public

45.28% of the total number of voting shares.

2. Other persons attending the meeting

It has been verified that in addition to shareholders and shareholders' representatives, the attendees are the company's directors, supervisors, senior management and witness lawyers hired by the company.

It has been verified that the qualifications of the personnel to attend the company's third extraordinary general meeting of shareholders in 2024 are in accordance with Chinese law

Grandall Law Firm (Shanghai) Legal Opinion on the General Meeting of Shareholders

The provisions of laws and regulations and the Articles of Association are legal and valid.

3. Qualifications of the convener

It has been verified that the company's third extraordinary general meeting of shareholders in 2024 is determined by the board of directors after the board of directors has made a resolution

The convening shall comply with the relevant laws and regulations and the provisions of the Articles of Association, and the qualifications of the convener shall be legal and valid.

3. Proposals to be considered at the general meeting of shareholders

Witnessed by our lawyers, no new proposals were put forward by the shareholders of the Company at this shareholders' meeting, and at the same time, all the proposals set forth in the Notice of Montage Technology Co., Ltd. on Convening the Third Extraordinary General Meeting of Shareholders in 2024 were deliberated and voted on at this shareholders' meeting.

4. Voting procedures and voting results of the general meeting of shareholders

It has been verified that the company's third extraordinary general meeting of shareholders in 2024 will be on the spot on the matters listed in the relevant announcement

Votes were conducted item by item by registered ballot and online voting, and scrutiny was carried out in accordance with the procedures stipulated in the Articles of Association. The number of votes passed by the general meeting of shareholders is in accordance with the provisions of the Articles of Association, the voting procedures are in accordance with the laws and regulations of the People's Republic of China and the provisions of the Articles of Association, and the voting results are legal and valid.

Concluding remarks

To sum up, our lawyers believe that Montage Technology Co., Ltd. will be the third interim shareholder in 2024

The convening and convening procedures of the General Assembly comply with the provisions of laws, regulations, normative documents and the Articles of Association; The qualifications of the on-site attendees and the convener of the meeting are legal and valid; The voting procedures of the general meeting of shareholders are in accordance with the provisions of relevant laws, regulations, normative documents and the Articles of Association, and the voting results are legal and valid.

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