[INTRODUCTION PART I Item 1. Identity of Directors, Senior Management and Advisers 4 Item 2. Offer Statistics and Expected Timetable 4 Item 3. Key Information 4 Item 4. Information on the Company 22 Item 4A. Unresolved Staff Comments 42 Item 5. Operating and Financial Review and Prospects 42 Item 6. Directors, Senior Management and Employees 60 Item 7. Major Shareholders] [Contract for Transfer of the User of the State-owned Land in Zhangjiang Semiconductor Industry Park, Shanghai Chapter I General Provisions 1.1 The Parties Party A: Zhangjiang Semiconductor Industry Park Co., Ltd, a limited liability company duly incorporated and validly existing under the laws of the People’s Republic of China (“China”), engaging in the development and management of real estate and] [Investment & Cooperation Agreement Party A: Administrative Committee of Nanjing Xuzhuang Software Industry Base Management Committee Nanjing Xuanwu District Investment & Management of State-owned Assets Holding (Group) Co., Ltd. Party B: Jiangsu Vimicro Electronics Corporation With a view to further stepping up the building of Xuzhuang Software Industrial Base and promoting the development of Vimicro’s Nanjing Project (the “Project”), having] [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] [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 the People’s Republic of China • Vimicro High-Tech Corporation, incorporated in] [Certification by the Chief Executive Officer I, Zhonghan Deng, Chief Executive Officer of Vimicro International Corporation (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of 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] [Certification by the Chief Financial Officer I, Quincy Tang, Chief Financial Officer of Vimicro International Corporation (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of 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] [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 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. Quincy Tang Chief Financial Officer] [Our ref ELB\605073\2704482v1 Direct tel + 852 2971 3035 Email emily.brown@maplesandcalder.com Vimicro International Corporation 15th Floor Shining Tower No. 35 Xueyuan Road Haidian District Beijing 100083 People’s Republic of China June 17, 2008 Dear Sir Vimicro International Corporation Yours faithfully MAPLES and CALDER EX-15.1 10 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 18, 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 on Form S-8 (No.333-135914) of Vimicro International Corporation of our reports dated June 17, 2008, with respect to the consolidated financial statements of Vimicro International Corporation and the effectiveness of internal control over financial reporting of Vimicro International Corporation included in the]