[Page INTRODUCTION 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION] [Assets Transfer Agreement between Vimicro Corporation (北京中星微电子有限公司) and Vimicro Qingdao Corporation (青岛中星微电子有限公司) December 27, 2011 Table of Contents Page Article 1 Transfer of Target Assets 1 2 Closing and Payment 1 3 Covenants 3 4 Tax 3 5 Confidentiality 3] [Fixed Assets Loan Contract 1 Contract No.: 127093992012001 Borrower (Party A): Vimicro Electronics Corporation Address: 11/F, Ronghui Tower, No. 58 Dongting Road, Tianjin Economic and Technological Development Zone Postal Code: 300457 Legal Representative (Principal Officer): Deng Zhonghan Fax: 59861000 Tel.: 59861000 Lender (Party B): China Construction Bank Tianjin Development Zone Branch Address: E3AB, Binhai Financial Street, No. 20 Guangchang East] [MORTGAGE CONTRACT Contract No.: 127093992012001 Mortgagor (Party A): Vimicro Electronics Corporation Address: 11/F, Ronghui Tower, No. 58 Dongting Road, Tianjin Economic and Technological Development Zone Postal Code: 300457 Legal Representative (Principal): Deng Zhonghan Fax: 59861000 Tel.: 59861000 Mortgagee (Party B): China Construction Bank Tianjin Development Zone Branch Address: E3AB, Binhai Financial Street, No. 20 Guangchang East Road, Tianjin Development Zone] [GUARANTEE CONTRACT Contract No.: 127093992012001 Guarantor (Party A): Vimicro Corporation Address: 15/F, Shining Tower, No. 35 Xueyuan Road, Haidian District, Beijing, P.R.C Postal Code: 100191 Legal Representative (Principal): Deng Zhonghan Fax: 010-68944075 Tel.: 010-68948888 Creditor (Party B): China Construction Bank Tianjin Development Zone Branch Address: E3AB, Binhai Financial Street, No. 20 Guangchang East Road, Tianjin Development Zone Branch Postal Code:] [List of Subsidiaries Our Subsidiaries • Vimicro Corporation, incorporated in the People’s Republic of China • Vimicro Technology Corporation, incorporated in the People’s Republic of China • Viewtel Corporation, incorporated in California, U.S.A. • Vimicro Electronics International Limited, incorporated in Hong Kong Special Administrative Region • Vimicro Electronic Technology Corporation, incorporated in the People’s Republic of China • Vimicro High-Tech] [Certification by the Chief Executive Officer I, Zhonghan (John) Deng, certify that: 1. I have reviewed this annual report on Form 20-F of Vimicro International Corporation (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, in light] [Certification by the Chief Financial Officer I, Peidong (Richard) Wu, certify that: 1. I have reviewed this annual report on Form 20-F of Vimicro International Corporation (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, in light] [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. Zhonghan (John) Deng 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. Peidong (Richard) Wu Chief Financial Officer] [Our ref DLK\605073\5292898v4 Direct tel +852 2971 3006 E-mail derrick.kan@maplesandcalder.com Vimicro International Corporation 15/F Shining Tower No. 35 Xueyuan Road Haidian District Beijing 100191 People’s Republic of China 15 May 2012 Dear Sir Re: Vimicro International Corporation Company We have acted as legal advisors as to the laws of the Cayman Islands to Vimicro International Corporation, an exempted limited liability] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form S-8 No. 333-135914) of the 2004 Share Option Plan and 2005 Share Incentive Plan of Vimicro International Corporation, (2) Registration Statement (Form S-8 No. 333-166829) of the 2005 Share Incentive Plan of Vimicro International Corporation, and (3)]