Exhibit 2.6
 INVESTORS RIGHTS AGREEMENT
 Agreement
 (i)
    
    Leo Technology Limited (CHINESE CHARACTER), a limited liability company organized
and existing under the laws of the British Virgin Islands (the Company);(ii)
    
    China Techfaith Wireless Communication Technology Limited, a company organized
and existing under the laws of the Cayman Islands (the Listco);(iii)
    
    Techfaith Wireless Technology Group Limited, a company established under the
laws of British Virgin Islands which is a directly wholly owned subsidiary of Listco
(TechFaith BVI);(iv)
    
    Techfaith Interactive Technology (Beijing) Limited
((CHINESE CHARACTER)), a company organized under the laws of the PRC, also
known as One Net Entertainment Limited (  (CHINESE CHARACTER)) (the WFOE);(v)
    
    Beijing Techfaith Interactive Internet Technology Limited
((CHINESE CHARACTER)), a company organized under the laws of the PRC (the
Operating Company);(vi)
    
    the individuals as set forth in Schedule I attached hereto
(collectively, the Founders);(vii)
    
    the entities as set forth in Schedule II attached hereto
(collectively, the Note Purchasers); and(viii)
    
    Infiniti Capital Limited, a company incorporated under the laws of British Virgin
Islands (the Share Purchaser, together with the Note Purchasers, the Investors).
 Party Parties
 RECITALS
 (A)
    
    The Convertible Note and Share Purchase Agreement dated as of May 15, 2009 (the
Purchase Agreement) by and among the Company, the Note Purchasers, the Share
Purchaser, and certain other parties thereto provides that the execution and delivery
of this Agreement by the Parties hereto is a condition precedent to the consummation of
the Closing contemplated thereunder.(B)
    
    The Parties seek to enter into this Agreement to set out the terms governing
the rights and obligations of the Parties subsequent to the consummation of the Closing
contemplated under the Purchase Agreement.




---



##### 



AGREEMENT
  SECTION 1 INTERPRETATION
 Definitions
 Action
 Affiliate
 Approved Annual Budget
 Auditors
 Benefit Plan
 Big Four Accounting Firm
 Board
 Business Day
 Charter Documents
 Circular 75
 Class B Majority Holders
  2




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##### 



Class B Ordinary Shares Memorandum and
Articles
 Closing
 Control
 Controlling Documents   Pledge Agreement  ((CHINESE CHARACTER)),
 Equity Pledge Agreement
 Equity Securities
 Guarantee
 Governmental Authority
  3




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##### 



Governmental Order
 Group
 Group Company
 Group Parties
 Hong Kong
 Indebtedness
 Intellectual Property
 Laws
  4




---



##### 



Liabilities
 Lien
 Listco Group
 Listco Group Company
 Management Rights Letter
 Material Contracts
 New Securities
 Noteholder Majority
 Notes
 Notice 106
 Ordinary Shares
 Ordinary Share Equivalents
 Permitted Liens
 Person
  5




---



##### 



PRC
 PRC GAAP
 Prohibited Person
 Qualified Public Offering
 Related Party
 Relatives
 Representatives
 SAFE
 SAFE Rules and Regulations
 Security Documents
 Share Purchaser Majority
 Subsidiary
  6




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##### 



Tax
 Tax Return
 Trade Sale
    Transaction Documents Director Indemnification
Agreements
 US GAAP
  7




---



##### 



Other Defined Terms
 Agreement
    
    PreambleAnnual Budget and Business Plan
    
    Section 3.1(c)Arbitration Notice
    
    Section 12.2(a)CFC
    
    Section 9.14(b)Co-Sale Shares
    
    Section 5.3(b)(1)Code
    
    Section 9.14(a)Company
    
    PreambleCompulsory Sale
    
    Section 7.1Dispute
    
    Section 12.2(a)ESOP
    
    Section 9.6Force Majeure Event
    
    Section 9.16(c)Founders
    
    PreambleGross-up Amount
    
    Section 9.15(a)HKIAC
    
    Section 12.2(b)HKIAC Rules
    
    Section 12.2(b)International Taxes
    
    Section 9.15(a)Investor Directors
    
    Section 2.2(a)(2)Investors
    
    PreambleInstrument of Accession
    
    Section 5.1Issuance Notice
    
    Section 6.2Listco
    
    PreambleNote Purchaser Director
    
    Section 2.2(a)(1)Note Purchasers
    
    PreambleOffered Shares
    
    Section 5.3(a)(1)Operating Company
    
    PreambleOrdinary Directors
    
    2.2 (a) (3)Participating Investor
    
    Section 5.3(a)(2)(C)Partnership Election
    
    Section 9.14(c)Party
    
    PreamblePFIC
    
    Section 9.14(a)Principal Tribunal
    
    Section 12.2(i)( 1)Prospective Purchaser
    
    Section 7.1Purchase Agreement
    
    RecitalsReallotment Notice
    
    Section 5.3(a)(2)(B)Reallotment Period
    
    Section 5.3(a)(2)(C)Reallotment Shares
    
    Section 5.3(a)(2)(B)Relevant Fiscal Year
    
    Section 9.16(a)Restricted Business
    
    Section 10.1 (a)Security Holder
    
    Section 9.1Selling Investor
    
    Section 5.3(b)(1)Share Purchaser
    
    PreambleShare Purchaser Director
    
    Section 2.2(a)(2)Techfaith BVI
    
    PreambleTransfer
    
    Section 5.1Transfer Notice
    
    Section 5.3(a)(1)Transferor
    
    Section 5.3(a)(1)WFOE
    
    PreambleWFOE Board
    
    Section 2.2(b)
  8




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##### 



Interpretation
 SECTION 2 BOARD OF DIRECTORS; SHAREHOLDER MEETING
 Board Size
 Board Composition
  Note Purchaser Director
 Share Purchaser Director Investor Directors
 Ordinary Directors
 WFOE Board
 Election and Removal of Directors
   9




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##### 



Quorum
 Management
  10




---



##### 



Expenses
 Shareholder Meeting
 SECTION 3 INFORMATION RIGHTS
 Information Rights
   Annual Budget and Business Plan
 Inspection Rights
  11




---



##### 



SECTION 4 PROTECTIVE PROVISIONS
 Acts of the Group Companies Requiring Class B Majority Holder Approval
 Charter Documents
 Major Transaction
 Dividends; Repurchases
 Security Issuance
 ESOP
 Equity Capital
 Related Party Transaction
 Bankruptcy and Liquidation
  12




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##### 



Tax and Accounting Policies
 Board
 Business Scope
 Re-domestication
 Acts of the Group Companies Requiring Investor Director Approval
 Annual Budget and Business Plan
 Senior Management
 Indebtedness; Liens
 Purchases; Disposals
 Investments, Partnerships and Joint Ventures
  13




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##### 



Auditors and Fiscal Year
 Litigation
 Material Contracts
 SECTION 5 RESTRICTIONS ON TRANSFER OF SHARES
 Transfer of Shares by Techfaith BYI or Listco Transfer Instrument of Accession
 No Recognition
 Right of First Refusal and Co-Sale Rights of Investors
 Right of First Refusal
 Transfer Notice Transferor Transfer
Notice Offered Shares
  14




---



##### 



Investors Option
  Reallotment Notice Reallotment Shares
 Participating
Investor Reallotment Period
   15




---



##### 



Right of Co-Sale
 Co-Sale Shares Selling Investor
      16




---



##### 



Non-Exercise of Rights
    Valuation of Property
    17




---



##### 



SECTION 6 PRE-EMPTIVE RIGHTS
 General
 Exercise of Right Issuance Notice
 Sales by the Company
  18




---



##### 



SECTION 7 DRAG ALONG RIGHTS
 Right to Require Compulsory Sale Prospective Purchaser Compulsory Sale
 Consummation of Compulsory Sale
      Right of First Refusal Compulsory Sale Notice
  19




---



##### 



SECTION 8 REGISTRATION RIGHTS
 Registration Rights
 SECTION 9 ADDITIONAL UNDERTAKINGS
 SAFE Registration Security Holder
 Controlling Documents
 Internet Publishing License
 Qualified Public Offering
 Control of Subsidiaries
  20




---



##### 



ESOP ESOP
 Intellectual Property Protection
 Insurance
 Internal Control System
 Director Indemnification
 Legal Compliance and Ethical Business Practices
  21




---



##### 



Future Significant Holders of Ordinary Shares
 Tax Returns
 United States Tax Matters
 PFIC Compliance PFIC Code
 CFC Compliance CFC
  22




---



##### 



Entity Classification Election Partnership Election
 Reporting Compliance
       Other Tax Matters
   23




---



##### 



International Taxes Gross-up Amount
    Ratchet
 Relevant Fiscal Year
  Force Majeure Event
  24




---



##### 



SECTION 10 UNDERTAKINGS
 Covenants
     Acknowledgements
 Termination
  25




---



##### 



SECTION 11 TERMINATION; NO THIRD PARTY BENEFICIARIES; ASSIGNMENTS AND TRANSFERS
 Termination
 Effect of Termination
 No Third Party Beneficiaries
 Assignment
 SECTION 12 MISCELLANEOUS
 Governing Law
 Dispute Resolution
 Dispute Arbitration Notice
 HKIAC HKIAC Rules
 Section 12.2 Section 12.2
  26




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##### 



Principal
Tribunal
  Section 12.2
   27




---



##### 



Section 12.2
 Language
 Amendments
 Notices
 Further Assurances
  28




---



##### 



Charter Documents
 Entire Agreement
 Voting Trust
 Severability
 Remedies Cumulative
 No Presumption
  29




---



##### 



Aggregation of Shares
 No Waiver
 Counterparts
 Headings
 Amendment
  Guarantees
      30




---



##### 



COMPANY:
LEO TECHNOLOGY LIMITED(CHINESE CHARACTER)By:
    
    /s/ Dong Defu

Name: Dong DefuCapacity: DirectorAddress:
P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin
Islands




---



##### 



LISTCO:CHINA
TECHFAITH WIRELESS COMMUNICATION
TECHNOLOGY LIMITEDBy:
    
    /s/ Dong Defu

Name: Dong DefuCapacity: DirectorAddress:
P.O. Box 309GT, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman
IslandsTECHFAITH BVI:TECHFAITH WIRELESS TECHNOLOGY GROUP LIMITEDBy:
    
    /s/ Dong Defu

Name: Dong DefuCapacity: DirectorAddress:
No. 10A, Tower D2, IT Park, Electronics 
Town, Jiu Xian Qiao North Road, Chao 
Yang District, Beijing, China 100015




---



##### 



WFOE:TECHFAITH INTERACTIVE
TECHNOLOGY (BEIJING) LIMITED
((CHINESE CHARACTER))By:
    
    /s/ Dong Defu

Name: Dong DefuCapacity: Chief Executive DirectorAddress:
No. 10A, Tower D2, IT Park, Electronics 
Town, Jiu Xian Qiao North Road, Chao 
Yang District, Beijing, China




---



##### 



OPERATING COMPANY:BEIJING TECHFAITH
INTERACTIVE INTERNET TECHNOLOGY LIMITED
((CHINESE CHARACTER))By:
    
    /s/ Yue Hongmei

Name: Yue HongmeiCapacity: DirectorAddress:
No. 10A, Tower D2, IT Park, Electronics 
Town, Jiu Xian Qiao North Road, Chao 
Yang District, Beijing, China




---



##### 



FOUNDERS:/s/ He ChangkeHe Changke((CHINESE CHARACTER))PRC Identification Card No:
120112196201091312Address:No. 10A, Tower D2, IT Park, Electronics
Town, Jiu Xian Qiao North Road, Chao Yang
District, Beijing, China 100015By:
    
    /s/ Huo BaozhuangHuo Baozhuang((CHINESE CHARACTER))PRC Identification Card No:
650300710513401Address:No. 10A, Tower D2, IT Park, Electronics
Town, Jiu Xian Qiao North Road, Chao 
Yang District, Beijing, China 100015




---



##### 



FOUNDERS:/s/ Liu CangsongLiu Changsong((CHINESE CHARACTER))PRC Identification Card No:
110108197104278917Address:No. 10A, Tower D2, IT Park, Electronics
Town, Jiu Xian Qiao North Road, Chao Yang
District, Beijing, China 100015By:
    
    /s/ Dong DefuDong Defu((CHINESE CHARACTER))PRC Identification Card No:
220224197107242611Address:No. 10A, Tower D2, IT Park, Electronics
Town, Jiu Xian Qiao North Road, Chao
Yang District, Beijing, China 100015




---



##### 



FOUNDERS:/s/ Liu CangsongLIU Cangsong((CHINESE CHARACTER))PRC Identification Card No:
110108197104278917Address:No. 10A, Tower D2, IT Park, Electronics
Town, Jiu Xian Qiao North Road, Chao Yang
District, Beijing, China 100015By:
    
    /s/ Dong Defu

Dong Defu((CHINESE CHARACTER))PRC Identification Card No:
220224197107242611Address:No. 10A, Tower D2, IT Park, Electronics
Town, Jiu Xian Qiao North Road, Chao 
Yang District, Beijing, China 100015




---



##### 



INVESTORS:IDG-ACCEL CHINA GROWTH FUND II L.P.By: IDG-Accel China Growth Fund II
Associates L.P., its General Partner;By: IDG-Accel China Growth Fund GP II
Associates Ltd., its General Partner;By:
    
    /s/ Chi Sing Ho

Name: Chi Sing Ho 
Capacity: Authorized SignatoryAddress:c/o IDG VC Management Ltd.
Unit 1509, The Center
99 Queens Road
Central, Hong Kong
Attn: Chi Sing HO
Fax: 852-2529 1619with a copy to:
Room 616, Tower A, COFCO Plaza,
8 Jianguomennei Dajie
Beijing, 100005, P.R. China
Attn: Mr. Xiaobing Yin
Fax: 8610-8512 0225




---



##### 



IDG-ACCEL CHINA INVESTORS II L.P.By: IDG-Accel China Growth Fund GP II
Associates L.P., its General PartnerBy:
    
    /s/ Chi Sing Ho

Name: Chi Sing HoCapacity: Authorized SignatoryAddress:c/o IDG VC Management Ltd.
Unit 1509, The Center
99 Queens Road
Central, Hong Kong
Attn: Chi Sing Ho
Fax: 852-2529 1619with a copy to:
Room 616, Tower A, COFCO Plaza,
8 Jianguomennei Dajie
Beijing, 100005, P.R. China
Attn: Mr. Xiaobing Yin
Fax: 8610-8512 0225




---



##### 



INVESTORS:INFINITI CAPITAL LIMITEDBy:
    
    /s/ Deby Loo

Name: Deby LooCapacity: DirectorBy:
    
    /s/ Jason Ho

Name: Jason HoCapacity: DirectorAddress:
1605, Hutchison House, 10 Harcourt Road, 
Central Hong Kong




---



##### 



Schedule I  Founders
 LIU
Cangsong ((CHINESE CHARACTER)), PRC Identification Card: 110108197104278917
 DONG
Defu ((CHINESE CHARACTER)), PRC Identification Card: 220224197107242611
 HE
Changke ((CHINESE CHARACTER)), PRC Identification Card: 120112196201091312
 HUO
Baozhuang ((CHINESE CHARACTER)), PRC Identification Card: 650300710513401
  Schedule I-1




---



##### 



Schedule II  Note Purchasers
 IDG-Accel China Growth Fund II L.P.
 IDG-Accel China Investors II L.P.
  Schedule II-1




---



##### 



Appendix A-1  Listco Registration Rights
  1.1
    
    Definitions. All the capitalized terms used but not defined in this Appendix but
that are defined in the Agreement shall have the meanings as set forth in the Agreement.
When used in this Appendix, the following terms shall have the meanings ascribed to them
below:
 ADS
 Applicable Securities Law
 Commission
 Depositary
 Exchange Act
 Form F-3
 Holders
 Initiating Holders
 Listco Ordinary Shares
 Listco Ordinary Share Equivalents
 Majority Holders
 Majority Initiating Holders
  Appendix A-1 - 1




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##### 



Registration
 Registrable Securities
 Registration Statement
 Securities Act
 Selling Expenses
 Violation
 1.2
    
    Interpretation. In addition to the provisions of Section 1.3 of the Agreement, which
shall apply to this Appendix, all references in this Appendix to designated Sections and
other subdivisions are to the designated Sections and other subdivisions of the body of this
Appendix, and the words herein, hereof and hereunder and other words of similar import
refer to this Appendix as a whole and not to any particular Section or other subdivision.
 1.3
    
    Intent. Section 2 through Section 6 of this Appendix are drafted primarily in
contemplation of an offering of Listco Ordinary Shares in the United States of America. The
parties recognize, however, the possibility that securities may be qualified or Registered
in a jurisdiction other than the United States of America for offering to the public.
Accordingly, it is their intention that, whenever this Appendix refers to a law or
institution of the United States of America but the parties wish to effectuate qualification
or Registration in a different jurisdiction, reference in this Appendix to the laws or
institutions of the United States shall be read as referring, mutatis mutandis, to the
comparable laws or institutions of the jurisdiction in question.
  2.1
    
    Registration. Subject to the terms of this Appendix, at any time after the date of
this Agreement, any Holder holding at least 30% or more of the then outstanding Registrable
Securities may request Listco in writing to file a Registration Statement providing for the
resale of the Registrable Securities that they hold for which the reasonably anticipated
aggregate price to the public, net of Selling Expenses, would exceed US$1,000,000. Such
Registration Statement shall be on Form F-3 (except if Listco is not then eligible to register
the Registrable Securities on Form F-3, such registration shall be on Form F-1 or such other
appropriate form in accordance herewith and the Securities Act and the rules promulgated
thereunder). Upon receipt of such a request, Listco shall (i) promptly (and in any event
within 10 days) give written notice of the proposed Registration to all other Holders and (ii)
as soon as practicable, and in any event within twenty (20) days of the receipt of such
request, file such Registration Statement covering all Registrable Securities specified in the
request, together with any Registrable Securities of any Holder who requests in writing to
join such Registration within ten (10) days after Listco s delivery of written notice. Listco
shall use its best efforts to cause such Registration Statement to be declared effective under
the Securities Act as promptly as practicable after the filing thereof, but in any event no
later than twenty
(20) after the date of the initial filing of such Registration Statement (if the Commission
has not provided comments as part of any review by it related to such Registration
Statement) or twenty (20) after all such comments are cleared (if the Commission does
provide such comments in which case the Company will respond promptly thereto to clear such
comments). Listco shall be obligated to effect no more than one Registrations pursuant to
this Section 2.1 within any twelve-month period; provided if the sale of all of the
Registrable Securities requested to be included pursuant to this Section 2.1 is not
consummated for any reason other than due to the action or inaction of the Holders including
Registrable Securities in such Registration, such Registration shall not be deemed to
constitute one Registration effected by Listco pursuant to this Section 2.1.
  Appendix A-1 - 2




---



##### 



Limitations
   2.3
    
    Underwritten Offerings. If, in connection with a request to Register Registrable
Securities under Section 2.1, the Initiating Holders seek to distribute such Registrable
Securities in an underwriting, they shall so advise Listco as a part of the request, and
Listco shall include such information in the written notice to the other Holders described
in Section 2.1. 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 the Majority Initiating Holders) to the extent provided
herein. All Holders proposing to distribute their Securities through such underwriting shall
enter into an underwriting agreement in customary form with the underwriter or underwriters
selected for such underwriting by Listco (which underwriter or underwriters shall be
reasonably acceptable to the Majority Initiating Holders). Notwithstanding any other
provision of this Appendix, if the managing underwriter advises Listco that market factors
(including the aggregate number of securities requested to be Registered, the general
condition of the market, and the status of the Persons proposing to
sell Securities pursuant to the Registration) require a limitation of the number of
Registrable Securities to be underwritten, the underwriters may exclude such number of
Registrable Securities from the underwriting as required, but only after excluding all other
Securities from the underwriting (including, without limitation, any Securities which Listco
may seek to include in the underwriting for its own account). If a limitation of the number
of Registrable Securities is required pursuant to this Section 2.3, the number of
Registrable Securities that may be included in the underwriting by selling Holders shall be
allocated among such Holders, in proportion, as nearly as practicable, to the respective
amounts of Registrable Securities which the Holders request to include in the Registration.
Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn
from the Registration.
  Appendix A-1 - 3




---



##### 



3.1
    
    Registration of Listco s Securities. Subject to Section 3.3, if Listco proposes to
Register for its own account or the account of any other stockholders any of its Securities
in connection with the public offering of such Securities, Listco shall promptly give each
Holder written notice of such Registration and, upon the written request of any Holder given
within ten (10) days after delivery of such notice, Listco shall include in such
Registration any Registrable Securities thereby requested by such Holder. If a Holder
decides not to include all or any of its Registrable Securities in such Registration by
Listco, such Holder shall nevertheless continue to have the right to include any Registrable
Securities in any subsequent Registration Statement or Registration Statements as may be
filed by Listco with respect to offerings of its Securities, all upon the terms and
conditions set forth herein.
 3.2
    
    Right to Terminate Registration. Listco shall have the right to terminate or
withdraw any Registration initiated by it under Section 3.1 prior to the effectiveness of
such Registration, whether or not any Holder has elected to participate therein. The
expenses of such withdrawn Registration shall be borne by Listco in accordance with Section
4.3.
 3.3
    
    Underwriting Requirements.
   Appendix A-1 - 4




---



##### 



3.4
    
    Exempt Transactions. Listco shall have no obligation to Register any Registrable
Securities under this Section 3 in connection with a Registration by Listco (i) relating
solely to the sale of securities to participants in accordance with an employee benefit
plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of
the Securities Act (collectively, Exempt Registrations).
  4.1
    
    Registration Procedures and Obligations. Whenever required under this Appendix to
effect the Registration of any Registrable Securities held by the Holders, Listco shall, as
expeditiously as reasonably possible:
          Appendix A-1 - 5




---



##### 



4.2
    
    Information From Holder. It shall be a condition precedent to the obligations of the
Listco to take any action pursuant to Section 2 or 3 of this Appendix with respect to the
Registrable Securities of any selling Holder that such Holder shall furnish to the Listco
such information regarding itself, the Registrable Securities held by it, and the intended
method of disposition of such Registrable Securities as shall be required to effect the
Registration of such Holders Registrable Securities.
 4.3
    
    Expenses of Registration. All reasonable expenses, other than Selling Expenses,
incurred in connection with Registrations, filings or qualifications pursuant to this
Appendix shall be borne by Listco. Listco shall not, however, be required to pay for any
expenses of any Registration proceeding begun pursuant to Section 2.1 of this Appendix if
the Registration request is subsequently withdrawn at the request of the Majority Initiating
Holders (in which case all participating Holders shall bear such expenses pro rata based
upon the number of Registrable Securities that were to be thereby Registered in the
withdrawn Registration); provided, however, that if at the time of such withdrawal, the
Holders have learned of a material adverse change in the condition, business or prospects of
Listco from that known to the Holders at the time of their request and have withdrawn the
request with reasonable promptness following disclosure by Listco of such material adverse
change, then the Holders shall not be required to pay any of such expenses. All Selling
Expenses shall be borne by the holders of the Securities Registered pro rata on the basis of
the number of shares Registered.
  5.1
    
    Listco Indemnity.
    Appendix A-1 - 6




---



##### 



5.2
    
    Holder Indemnity.
    5.3
    
    Notice of Indemnification Claim. Promptly after receipt by an indemnified
party under Section 5.1 or Section 5.2 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 Section 5.1 or Section 5.2,
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 indemnifying
parties. Notwithstanding the foregoing, the indemnifying party(ies) may not agree to any
compromise or settlement to which the indemnified party has not consented in writing, such
consent not to be unreasonably withheld. An indemnified party (together with all other
indemnified parties that may be represented without conflict by one counsel) shall have the
right to retain one separate counsel, with 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 materially prejudicial to its
ability to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 5,
but the omission 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 5.
  Appendix A-1 - 7




---



##### 



5.4
    
    Contribution. If any indemnification provided for in Section 5.1 or Section 5.2 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 herein, 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.
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. However, in no event shall any contribution by a Holder under this
Section 5.4, together with indemnity by such Holder under Section 5.2, exceed the net
proceeds from the offering received by such Holder.
 5.5
    
    Underwriting Agreement. To the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the provisions
in the underwriting agreement shall control.
 5.6
    
    Survival. The obligations of Listco and Holders under this Section 5 shall survive
the completion of any offering of Registrable Securities in a Registration Statement under
this Appendix, and otherwise.
  6.1
    
    Reports Under the Exchange Act. With a view to making available to the Holders the
benefits of Rule 144 promulgated under the Securities Act and any comparable provision of
any Applicable Securities Law that may at any time permit a Holder to sell Securities of
Listco to the public without Registration or pursuant to a Registration on Form S-3, Listco
agrees to:
     Appendix A-1 - 8




---



##### 



6.2
    
    Limitations on Subsequent Registration Rights. From and after the date of this
Agreement, Listco shall not, without the prior written consent of the Majority Initiating
Holders, enter into any agreement with any holder or prospective holder of any Securities of
Listco that would allow such holder or prospective holder (i) to include such Securities in
any Registration filed under Section 2 or 3, 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 such Securities will not reduce the amount of the
Registrable Securities of the Holders that are included, (ii) to demand Registration of
their Securities, or (iii) cause Listco to include such Securities in any Registration filed
pursuant to the terms hereof on a basis pari passu with or more favorable to such holder or
prospective holder than is provided to the Holders.
 6.3
    
    Termination of Registration Rights. No Holder shall be entitled to exercise any
right provided for in this Appendix at such time in which all Registrable Securities held by
such Holder (together with any affiliate of the Holder that is also a holder of the
Registrable Securities with whom such Holder must aggregate its sales under Rule 144) can be
sold in a single transaction without restriction in compliance with Rule 144.
 6.4
    
    Assignment of Registration Rights. The right to cause Listco to Register Registrable
Securities pursuant to this Appendix may be assigned by any Holder to a transferee or
assignee of such Registrable Securities, provided that: (a) Listco is, within a reasonable
time after such transfer, furnished with written notice of the name and address of such
transferee or assignee and the Registrable Securities with respect to which such
registration rights are being assigned; (b) such transferee or assignee agrees in writing to
be bound by and subject to the terms and conditions of this Appendix; and (c) such transfer
or assignment shall be effective only if immediately following such transfer or assignment
the further disposition of such Registrable Securities by the transferee or assignee is
restricted under Applicable Securities Law. In the event of a transfer or assignment of
Registrable Securities which does not satisfy the conditions set forth above, such
Registrable Securities shall no longer be deemed to constitute Registrable Securities for
purposes of this Appendix.
 6.5
    
    Conversion of Ordinary Share Equivalents. Notwithstanding anything to the contrary
provided in this Appendix, Listco shall have no obligation to Register Registrable
Securities which, if constituting Listco Ordinary Share Equivalents, have not been
exercised, converted or exchanged, as applicable, for Listco Ordinary Shares prior to
Registration, but Listco shall cooperate and facilitate any such exercise, conversion or
exchange as requested by the applicable Holder.
   Appendix A-1 - 9




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##### 



Appendix A-2 Company Registration Rights
  1.1
    
    Definitions. All the capitalized terms used but not defined in this Appendix but
that are defined in the Agreement shall have the meanings as set forth in the Agreement.
When used in this Appendix, the following terms shall have the meanings ascribed to them
below:
 Applicable Securities Law
 Commission
 Exchange Ac
 Form F-3
 Form S-3
 Holders
 Initiating Holders
 IPO
 Majority Holders
 Majority Initiating Holders
 Registration
 Registrable Securities
  Appendix A-2 - 1




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##### 



Registration Statement
 Securities Act
 Selling Expenses
 Violation
 1.2
    
    Interpretation. In addition to the provisions of Section 1.3 of the Agreement, which
shall apply to this Appendix, all references in this Appendix to designated Sections and
other subdivisions are to the designated Sections and other subdivisions of the body of this
Appendix, and the words herein, hereof and hereunder and other words of similar import
refer to this Appendix as a whole and not to any particular Section or other subdivision.
 1.3
    
    Intent. Section 2 through Section 6 of this Appendix are drafted primarily in
contemplation of an offering of Ordinary Shares in the United States of America. The parties
recognize, however, the possibility that securities may be qualified or Registered in a
jurisdiction other than the United States of America for offering to the public or that the
Company might effect an offering in the United States of America in the form of American
Depositary Receipts or American Depositary Shares. Accordingly,
    2.1
    
    Registration Other Than on Form F-3 or Form S-3. Subject to the terms of this
Appendix, at any time after an IPO, Holders holding at least 20% or more of the then
outstanding Registrable Securities may request the Company in writing to effect the
Registration of Registrable Securities that they hold for which the reasonably anticipated
aggregate price to the public, net of Selling Expenses, would exceed US$2,000,000. Upon
receipt of such a request, the Company shall (a) promptly (and in any event within 10 days)
give written notice of the proposed Registration to all other Holders and (b) as soon as
practicable, cause the Registrable Securities specified in the request, together with any
Registrable Securities of any Holder who requests in writing to join such Registration
within ten (10) days after the Companys delivery of written notice, to be Registered and/or
qualified for sale and distribution to the public in such jurisdictions as the Initiating Holders may reasonably
request. The Company shall be obligated to effect no more than one Registration pursuant to
this Section 2.1 within any twelve-month period; provided if the sale of all of the
Registrable Securities requested to be included pursuant to this Section 2.1 is not
consummated for any reason other than due to the action or inaction of the Holders including
Registrable Securities in such Registration, such Registration shall not be deemed to
constitute one Registration effected by Company pursuant to this Section 2.1.
  Appendix A-2 - 2




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2.2
    
    Registration on Form F-3 or Form S-3. Subject to the terms of this Appendix, at any
time after an IPO when the Company is entitled to use Form F-3, Form S-3 or a comparable
form to Register the requested Registrable Securities, Holders holding at least 20% or more
of the then outstanding Registrable Securities may request the Company in writing to file a
Registration Statement on Form F-3 or Form S-3 (or any successor form to Form F-3 or Form
S-3, or any comparable form for Registration in a jurisdiction other than the United States)
for a public offering of Registrable Securities for which the reasonably anticipated
aggregate price to the public, net of Selling Expenses, would exceed US$1,000,000. Upon
receipt of such a request the Company shall (a) promptly (and in any event within 10 days)
give written notice of the proposed Registration to all other Holders and (b) as soon as
practicable, cause the Registrable Securities specified in the request, together with any
Registrable Securities of any Holder who requests in writing to join such Registration
within ten (10) days after the Companys delivery of written notice, to be Registered and
qualified for sale and distribution in such jurisdictions as the Initiating Holder may
reasonably request. The Holders may at any time, and from time to time, require the Company
to effect the Registration of Registrable Securities under this Section 2.2.
 2.3
    
    Limitations.
      Appendix A-2 - 3




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2.4
    
    Underwritten Offerings. If, in connection with a
request to Register Registrable Securities under
Section 2.1 or Section 2.2, the Initiating
Holders seek to distribute such Registrable
Securities in an underwriting, they shall so
advise the Company as a part of the request, and
the Company shall include such information in
the written notice to the other Holders
described in Section 2.1 and Section 2.2. 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 the Majority Initiating
Holders) to the extent provided herein. All
Holders proposing to distribute their Securities
through such underwriting shall enter into an
underwriting agreement in customary form with
the underwriter or underwriters selected for
such underwriting by the Company (which
underwriter or underwriters shall be reasonably
acceptable to the Majority Initiating Holders).
Notwithstanding any other provision of this
Appendix, if the managing underwriter advises
the Company that market factors (including the
aggregate number of securities requested to be
Registered, the general condition of the market,
and the status of the Persons proposing to sell
Securities pursuant to the Registration) require
a limitation of the number of Registrable
Securities to be underwritten, the underwriters
may exclude such number of Registrable
Securities from the underwriting as required,
but only after excluding all other Securities
from the underwriting (including, without
limitation, any Securities which the Company may
seek to include in the underwriting for its own
account). If a limitation of the number of
Registrable Securities is required pursuant to
this Section 2.4, the number of Registrable
Securities that may be included in the
underwriting by selling Holders shall be
allocated among such Holders, in proportion, as
nearly as practicable, to the respective amounts
of Registrable Securities which the Holders
request to include in the Registration. Any
Registrable Securities excluded or withdrawn
from such underwriting shall be withdrawn from
the Registration.
  3.1
    
    Registration of the Companys Securities. Subject to Section 3.3, if the Company
proposes to Register for its own account or the account of any other stockholders any of its
Securities in connection with the public offering of such Securities, the Company shall
promptly give each Holder written notice of such Registration and, upon the written request
of any Holder given within ten (10) days after delivery of such notice, the Company shall
use include in such Registration any Registrable Securities thereby requested by such
Holder. If a Holder decides not to include all or any of its Registrable Securities in such
Registration by the Company, such Holder shall nevertheless continue to have the right to
include any Registrable Securities in any subsequent Registration Statement or Registration
Statements as may be filed by the Company with respect to offerings of its Securities, all
upon the terms and conditions set forth herein.
 3.2
    
    Right to Terminate Registration. The Company shall have the right to terminate or
withdraw any Registration initiated by it under Section 3.1 prior to the effectiveness of
such Registration, whether or not any Holder has elected to participate therein. The
expenses of such withdrawn Registration shall be borne by the Company in accordance with
Section 4.3.
  Appendix A-2 - 4




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##### 



3.3
    
    Underwriting Requirements.
  3.4
    
    Exempt Transactions. The Company shall have no obligation to Register any
Registrable Securities under this Section 3 in connection with a Registration by the Company
(i) relating solely to the sale of securities to participants in accordance with an employee
benefit plan, or (ii) relating to a corporate reorganization or other transaction under Rule
145 of the Securities Act (or comparable provision under the laws of another jurisdiction,
as applicable) duly approved by the board of directors of the Company in accordance with
Section 4 of the Agreement (collectively, Exempt Registrations).
  4.1
    
    Registration Procedures and Obligations. Whenever required under this Appendix to
effect the Registration of any Registrable Securities held by the Holders, the Company
shall, as expeditiously as reasonably possible:
      Appendix A-2 - 5




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##### 



4.2
    
    Information From Holder. It shall be a condition precedent to the obligations of the
Company to take any action pursuant to Section 2 or 3 of this Appendix 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 Registrable Securities as shall be required to effect the
Registration of such Holders Registrable Securities.
 4.3
    
    Expenses of Registration. All reasonable expenses, other than Selling Expenses,
incurred in connection with Registrations, filings or qualifications pursuant to this
Appendix, shall be borne by the Company. The Company shall not, however, be required to pay
for any expenses of any Registration proceeding begun pursuant to Section 2.1 or Section 2.2
of this Appendix if the Registration request is subsequently withdrawn at the request of the
Majority Initiating Holders (in which case all participating Holders shall bear such
expenses pro rata based upon the number of Registrable Securities that were to be thereby
Registered in the withdrawn Registration); provided, however, that if at the time of such
withdrawal, the Holders have learned of a material adverse change in the condition, business
or prospects of the Company from that known to the Holders at the time of their request and
have withdrawn the request with reasonable promptness following disclosure by the Company of
such material adverse change, then the Holders shall not be required to pay any of such
expenses. All Selling Expenses shall be borne by the holders of the Securities Registered
pro rata on the basis of the number of shares Registered.
  Appendix A-2 - 6




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##### 



5.1
    
    Company Indemnity.
    5.2
    
    Holder Indemnity.
   Appendix A-2 - 7




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##### 



5.3
    
    Notice of Indemnification Claim. Promptly after receipt by an indemnified party
under Section 5.1 or Section 5.2 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 Section 5.1 or Section 5.2, 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. Notwithstanding the foregoing,
the indemnifying party(ies) may not agree to any compromise or settlement to which the
indemnified party has not consented in writing, such consent not to be unreasonably
withheld. An indemnified party (together with all other indemnified parties that may be
represented without conflict by one counsel) shall have the right to retain one separate
counsel, with the 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 materially prejudicial to its ability to defend such action, shall relieve
such indemnifying party, to the extent so prejudiced, of any liability to the indemnified
party under this Section 5, but the omission 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 5.
 5.4
    
    Contribution. If any indemnification provided for in Section 5.1 or Section 5.2 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 herein, 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.
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. However, in no event shall any contribution by a Holder under this
Section 5.4, together with indemnity by such Holder under Section 5.2, exceed the net
proceeds from the offering received by such Holder.
 5.5
    
    Underwriting Agreement. To the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with the
underwritten public offering are in conflict with the foregoing provisions, the provisions
in the underwriting agreement shall control.
  Appendix A-2 - 8




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##### 



5.6
    
    Survival. The obligations of the Company and Holders under this Section 5 shall
survive the completion of any offering of Registrable Securities in a Registration Statement
under this Appendix, and otherwise.
  6.1
    
    Reports Under the Exchange Act. With a view to making available to the Holders the
benefits of Rule 144 promulgated under the Securities Act and any comparable provision of
any Applicable Securities Law that may at any time permit a Holder to sell Securities of the
Company to the public without Registration or pursuant to a Registration on Form F-3 or Form
S-3 (or any comparable form in a jurisdiction other than the United States), the Company
agrees to:
    6.2
    
    Limitations on Subsequent Registration Rights. From and after the date of this
Agreement, the Company shall not, without the prior written consent of the Majority
Initiating Holders, enter into any agreement with any holder or prospective holder of any
Securities of the Company that would allow such holder or prospective holder (i) to include
such Securities in any Registration filed under Section 2 or 3, 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 such Securities will not reduce the
amount of the Registrable Securities of the Holders that are included, (ii) to demand
Registration of their Securities, or (iii) cause the Company to include such Securities in
any Registration filed pursuant to the terms hereof on a basis pari passu with or more
favorable to such holder or prospective holder than is provided to the Holders.
 6.3
    
    Termination of Registration Rights. No Holder shall be entitled to exercise any
right provided for in this Appendix (i) after five years following the consummation of the
Qualified Public Offering, or (ii) as to any Holder, when all Registrable Securities held by
such Hold (together with any Affiliate of the Holder with whom such Holder must aggregate
its sales under Rule 144) can be sold in a single transaction without restriction in
compliance with Rule 144.
  Appendix A-2 - 9




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##### 



6.4
    
    Assignment of Registration Rights. The right to cause the Company to Register
Registrable Securities pursuant to this Appendix may be assigned by any Holder to a
transferee or assignee of such Registrable Securities, provided that: (a) the Company is, within a
reasonable time after such transfer, furnished with written notice of the name and address
of such transferee or assignee and the Registrable Securities with respect to which such
registration rights are being assigned; (b) such transferee or assignee agrees in writing to
be bound by and subject to the terms and conditions of this Appendix; and (c) such transfer
or assignment shall be effective only if immediately following such transfer or assignment
the further disposition of such Registrable Securities by the transferee or assignee is
restricted under Applicable Securities Law. In the event of a transfer or assignment of
Registrable Securities which does not satisfy the conditions set forth above, such
Registrable Securities shall no longer be deemed to constitute Registrable Securities for
purposes of this Appendix.
 6.5
    
    Conversion of Ordinary Share Equivalents. Notwithstanding anything to the contrary
provided in this Appendix, the Company shall have no obligation to Register Registrable
Securities which, if constituting Ordinary Share Equivalents, have not been exercised,
converted or exchanged, as applicable, for Ordinary Shares prior to Registration, but the
Company shall cooperate and facilitate any such exercise, conversion or exchange as
requested by the applicable Holder.
 6.6
    
    Market Stand-Off. Each Holder hereby agrees that, without the prior written consent
of the managing underwriter, during the period of duration (not to exceed 180 days)
specified by the Company and an underwriter of Ordinary Shares beginning on the date of the
IPO, 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 immediately
prior to the effectiveness of the registration statement for such offering except common
stock included, or acquired after, such registration, if and only if all officers, directors
and stockholders holding at least 1% of the outstanding Ordinary Shares enter into similar
agreements. Any discretionary waiver or termination of the restrictions in this Section 6.6
shall apply to all Holders on a pro rata basis. For purposes of clarity, the obligations
described in this Section 6.6 shall not apply to an Exempt Registration.
   Appendix A-2 - 10




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##### 



Exhibit A Form of Instrument of Accession
 Instrument Insert Date Insert the
Name of the Transferee Transferee  Company Listco TechFaith BYI  WFOE  Operating Company Founders Note Purchasers Share Purchaser Purchase Agreement Transfero Transaction Agreements Insert Number of
Shares Transferred Securities
   [NAME OF TRANSFEREE]By:Name:Title:Date:  
 By:Name:Title:
  Exhibit A-1




---



##### 



Exhibit B Form of Power of Attorney
  Principal :
    
    Name:ID:Address:Post code:Telephone:Agent :
    
    Name:ID:Address:Post code:Telephone:
   
 
  Exhibit B-1




---



##### 



Exhibit C Guarantees
 GUARANTEE
  Guarantee Guarantor Note Purchaser Note Purchasers Share Purchaser Guaranteed Parties
 RECITALS
 Guarantor Sub
 Purchase Agreement Note Notes Shares
    1. Defined Terms:
 Guaranteed Obligations Investors Rights Agreement Equity Pledge Agreement
  Exhibit B-2




---



##### 



Bankruptcy Proceeding
 Governmental Authority
 Governmental Order
 Laws
 Person
 Transaction Documents
 2. Guarantee.
   Exhibit B-3




---



##### 



Senior Guaranteed
Obligations Junior Guaranteed Obligations
 3. Guarantee Absolute; Continuing Guarantee.
  Exhibit B-4




---



##### 



4. Actions by Guaranteed Parties.
 5. No Discharge.
  Exhibit B-5




---



##### 



6. Waivers. WAIVES
 7. No Rights of Subrogation, Contribution, Subordination.
 8. Expenses.
  Exhibit B-6




---



##### 



9. Payments.
   10. Tax Matters.
 11. Covenants.
 12. Amendments and Waivers.
 13. Further Assurances
  Exhibit B-7




---



##### 



14. Miscellaneous.
 Rights Cumulative; Effect of Certain Waivers
 Headings and Subtitles; Interpretation
 Severability
 Specific Performance
 Assignment
  Exhibit B-8




---



##### 



Notices
 Counterparts
 Governing Law THIS GUARANTEE SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS
SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE INTERNAL LAWS OF THE
CAYMAN ISLANDS, WITHOUT REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
 No Presumption
 Representations and Warranties
 15. Dispute Resolution.
 Dispute Arbitration Notice
 HKIAC HKIAC Rules
  Exhibit B-9




---



##### 



Section 15 Section 15
       Principal Tribunal
  Section 15
  Exhibit B-10




---



##### 



Section 15
 16.
   Exhibit B-11




---



##### 



IN WITNESS WHEREOF
 CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITEDBy:Name:Capacity:In the presence of:Name:
  IDG-ACCEL CHINA GROWTH FUND II L.P.
   By:Name:Capacity: Authorized SignatoryIn the presence of:Name:
 IDG-ACCEL CHINA INVESTORS II L.P.
  By:Name:Capacity: Authorized SignatoryIn the presence of:Name:
  INFINITI CAPITAL LIMITED
 By:Name:Capacity:In the presence of:Name:
  Exhibit B-12




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##### 



SCHEDULE I
 NOTE PURCHASERS
 Note Purchaser
    
    Principal AmountIDG-Accel China Growth Fund II L.P.
    
    $
    9,244,000IDG-Accel China Investors II L.P.
    
    $
    756,000