[FORM 20-F (Mark One) o OR x OR o For the transition period from to OR o Date of event requiring this shell company report . . . . . . . . . . . . . . . . . . . VIMICRO INTERNATIONAL CORPORATION N/A Cayman Islands (Jurisdiction of incorporation or organization) 15/F Shining Tower No. 35] [Shanxi Guoxin Investment (Group) Corporation Vimicro Corporation Beijing Zhongxing Tianshi Consulting Company Investment Agreement Regarding the Establishment of Zhongtianxin Science and Technology Co., Ltd. July 13, 2012 Agreement China This Investment Agreement (this “ (1) Guoxin Group Shanxi Guoxin Investment (Group) Corporation (“ (2) Vimicro China Beijing Vimicro Corporation (“ (3) VMF Consulting Company Beijing Zhongxing Tianshi Consulting Company (“] [Nominee Agreement The Nominee Agreement (the “Agreement”) is signed by the following two parties on July 12, 2012 in Beijing. Party A: Vimicro Corporation ( Principal the “ Address: 15/F, Shining Tower, No.35, Xueyuan Road, Haidian District, Beijing, China Legal Representative: Zhonghan Deng Nominee Party B: Vimicro Zhongxing Tianshi Consulting Company (the “ Address: Room 1612, Shining Tower, No.35, Xueyuan] [EXECUTION COPY ASSIGNMENT AND ASSUMPTION AGREEMENT Agreement GAP LP GAP-W GAP Coinvestments III GAP Coinvestments IV GapStar Assignor Assignors Assignee Company THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “ Registration Rights Agreement Capitalized terms used and not otherwise defined herein will have the respective meanings ascribed to such terms in the Registration Rights Agreement (the “ WHERAS, the Assignors and the] [SHARE TRANSFER AGREEMENT This share transfer agreement is made in Shanghai, China on this day of August 2, 2012 by and between: (1) Vimicro International Corporation, a corporation established and existing under the laws of Cayman Islands, with its registered address at P.O. BoX 209GT, Ugland House South Church Street, George Town, Grand Cayman, Cayman Island (hereinafter referred to as] [SHARE TRANSFER AGREEMENT This share transfer agreement is made in Shenzhen, China on this day of April 26, 2013 by and between: (1) Vimicro International Corporation, a corporation established and existing under the laws of Cayman Islands, with its registered address at P.O. BoX 209GT, Ugland House South Church Street, George Town, Grand Cayman, Cayman Island (hereinafter referred to as] [SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT (“Settlement Agreement”) is entered into between Vimicro Corporation (hereinafter the “ Creditor ”), and Qingdao Vimicro Corporation (hereinafter the “ Debtor ”) on April 26, 2013 . Creditor and Debtor individually shall be referred as “Party” and collectively shall be referred as “Parties.” REC ITALS A. On December 26, 2011, the Debtor and the Creditor] [List of Subsidiaries as of December 31, 2012 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] [CERTIFICATIONS 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 of the circumstances under which] [CERTIFICATIONS I, Jinming (Jimmy) Dong , 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 of the circumstances under] [CERTIFICATIONS (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 30, 2013 EX-13.1 11 a13-5457_1ex13d1.htm EX-13.1] [CERTIFICATIONS Jinming (Jimmy) Dong (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. April 30, 2013 Jinming (Jimmy) Dong Jinming (Jimmy) Dong EX-13.2 12 a13-5457_1ex13d2.htm EX-13.2] [Our ref GDK/605073/6055734v1 Direct tel +852 3690 7444 E-mail jack.huang@maplesandcalder.com Vimicro International Corporation 15/F Shining Tower No. 35 Xueyuan Road Haidian District Beijing 100191 People’s Republic of China 30 April 2013 Dear Sir Re: Vimicro International Corporation Company Form 20-F We have acted as legal advisors as to the laws of the Cayman Islands to Vimicro International Corporation, an exempted] [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)]