[Title of Each Class Name of Each Exchange on which Registered American depositary shares, each representing four ordinary shares, par value $0.0001 per share The NASDAQ Stock Market LLC None (Title of Class) None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the] [VIMICRO INTERNATIONAL CORPORATION 2005 SHARE INCENTIVE PLAN, ARTICLE 1 PURPOSE Plan Company The purpose of the Vimicro International Corporation 2005 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the plural where] [Cooperative Agreement of Tianjin Economic-Technological Development Area Administrative Committee, Vimicro Corporation and Beijing Zhongxing Tianshi Investment Center (Limited Partnership) 09-24-2008 Cooperative Agreement This Cooperative Agreement (hereinafter referred to as the “Agreement”) is executed by the following three Parties on September 24, 2008 in Tianjin City, People’s Republic of China (hereinafter referred to as “China”). Party A: Agency Principal: Address: Party] [Shareholders Agreement Party A: Party B: Whereas: 1. Based on the “Cooperative Agreement of Tianjin Economic-Technological Development Area Administrative Committee, Vimicro Corporation, and Beijing Zhongxing Tianshi Investment Center (Limited Partnership)” jointly signed by Tianjin Economic-Technological Development Area (“TEDA”) Administrative Committee, Party A and Party B, the three parties have established a joint venture – Vimicro Electronics Corporation (hereinafter the “VEC”)] [LOCK-UP AGREEMENT June 30, 2009 Vimicro International Corporation 15/F Shining Tower No. 35 Xueyuan Road, Haidian District Beijing 100191, People’s Republic of China Re: Vimicro International Corporation (the “Company”) Ladies and Gentlemen: The Shares shall be subject to a “Lock-up Period” of four years from the date hereof, provided that the Lock-up Period shall expire as to 25% of the] [Agreement for the Transfer of Land Use Right of State-owned Construction Land in Tianjin (for Industrial Construction) Supervised by Tianjin Municipal Bureau of Land Resources and Housing Management Contract No.: 2009-012 Agreement for the Transfer of Land Use Right of State-owned Construction Land in Tianjin (for Industrial Construction) Contracting parties: Transferor: Tianjin Economic-Technological Development Area (TEDA) Land Administration Address: No.] [Supplementary Agreement Regarding the Investment & Cooperation Agreement Party A: Nanjing Xuanwu District Management and Investment of State-Owned Assets Holdings (Group) Co., Ltd. Administrative Committee of Nanjing Xuzhuang Software Industry Base Party B: Jiangsu Vimicro Electronics Corporation Investment & Cooperation Agreement This Supplementary Agreement shall be the supplementary agreement of the 1. The land area of the project in the] [Shareholders Agreement between Beijing Zhongxing Tianshi Investment Center (Limited Partnership) and Vimicro Corporation SHAREHOLDERS AGREEMENT This Shareholders Agreement (this “Agreement”) is made and entered into on June 30, 2009, in Beijing, China between: Party A: Beijing Zhongxing Tianshi Investment Center (Limited Partnership) (“Management Fund”), an entity incorporated under the laws of the PRC and with its principal office located at] [List of 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 Corporation, incorporated] [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, David Wei Tang, 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 (1) (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 (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. David Wei Tang Chief Financial Officer] [Our ref Direct tel Email AEO\605073\3238124v3 + 852 2971 3081 alice.ooi@maplesandcalder.com Vimicro International Corporation 15th Floor Shining Tower No. 35 Xueyuan Road Haidian District Beijing 100191 People’s Republic of China 9 July 2009 Dear Sir Vimicro International Corporation (the “Company”) Yours faithfully Maples and Calder EX-15.1 14 dex151.htm CONSENT OF MAPLES AND CALDER] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-135914) of Vimicro International Corporation of our report dated July 16, 2007, except for Note 19, which is as of June 17, 2008, relating to the consolidated financial statements, which appears in this Form 20-F. Beijing, People’s] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement (Form S-8 No.333-135914) pertaining to Vimicro International Corporation’s 2004 Share Option Plan and 2005 Share Incentive Plan of our reports dated July 9, 2009, with respect to the consolidated financial statements of Vimicro International Corporation and the effectiveness of internal control over]