[] [SHARE PURCHASE AGREEMENT Agreement Company Schedule 1 Purchaser Founder Holdco Schedule 2 Founder Founders Key Holders Key Holder HK Co Domestic Company Party Parties Schedule 3 This SHARE PURCHASE AGREEMENT (the “ RECITALS WHEREAS WFOE WHEREAS WHEREAS Section 1.1 Section 1.1 NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS: 1. PURCHASE AND SALE OF SHARES. 1.1 Sale and Issuance of] [SHARE PURCHASE AGREEMENT Agreement th Seller Schedule 1 Purchaser , Company , Schedule 2 Founder Founders Key Holders Key Holder HK Co Domestic Company Party Parties Schedule 3 This SHARE PURCHASE AGREEMENT (the “ RECITALS WHEREAS First Share Purchase Agreement First Share Purchase Transaction WHEREAS, WFOE WHEREAS, WHEREAS, Section 1.1) Section 1.1) NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:] [Shareholders’ Agreement among Techfaith Wireless Communication Technology (Hangzhou) Ltd. and Techfaith Intelligent Handset Technology (Beijing) Ltd. and Beijing E-Town International Investment & Development Co., Ltd. on Incorporation of a Joint Venture Company Shareholders’ Agreement This Shareholders’ Agreement (the “Agreement”) is made and entered into this day of April 22, 2011 in Beijing, the People’s Republic of China (excluding the Hong] [Agreement Administration Committee of Shenyang PuHe New Town Agreement This Agreement is made by and between the following parties: Party A: Administration Committee of Shenyang Puhe New Town Party B: Techfaith Wireless Technology Group Limited Through amicable negotiation, both parties conclude the following Agreement for the Party B’s use of the land and development of the construction project in Shenyang] [1. Techfaith Wireless Communication Technology (Beijing) Limited, a PRC company 2. One Net Entertainment Limited, a PRC company 3. Techfaith Wireless Communication Technology (Shanghai) Limited, a PRC company 4. STEP Technologies (Beijing) Co., Ltd., a PRC company 5. Techfaith Intelligent Handset Technology (Beijing) Limited, a PRC company 6. Techfaith Software (China) Limited, a PRC company 7. Techfaith Wireless Communication Technology] [Certification by the Chief Executive Officer I, Defu Dong, certify that: 1. I have reviewed this annual report on Form 20-F of China Techfaith Wireless Communication Technology Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [Certification by the Chief Financial Officer I, Yuping Ouyang, certify that: 1. I have reviewed this annual report on Form 20-F of China Techfaith Wireless Communication Technology Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Defu Dong Chief Executive Officer] [CERTIFICATION BY THE CHIEF FINANCIAL OFFICER (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yuping Ouyang Chief Financial Officer] [[Letterhead of Maples and Calder] China Techfaith Wireless Communication Technology Limited May 23, 2011 Dear Sirs, RE: CHINA TECHFAITH WIRELESS COMMUNICATION TECHNOLOGY LIMITED (THE “COMPANY”) Yours faithfully,] [[Letterhead of Beijing Guan Teng Law Firm] China Techfaith Wireless Communication Technology Limited Dear Sirs, Re: China Techfaith Wireless Communication Technology Limited (the “Company”) Yours Faithfully,]