[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] [Investment Framework Agreement January 4 This Agreement has been made and entered into between the following parties on (1) Ningbo Sunny Opotech Co., Ltd., (2) Vimicro Corporation, (3) Sheng Bin, (4) Zhou Xuewu, (5) Sheng Weiqi, (6) Shanghai Visiondigital Technology Corporation, (7) Shanghai Visiondigi Technology Co. Ltd., Sheng Bin, Zhou Xuewu, and Sheng Weiqi may be collectively referred to as] [Supplementary Agreement to the Transfer Contract of State-owned Land Use Right Ning Guo Tu Zi Rang He (2009) Bu No. (23) Party A: Nanjing Land Resources Bureau (Transferor) Party B: Nanjing State-owned Assets Investment & Management Holding (Group) Co., Ltd (Original Transferee) Party C: Jiangsu Vimicro Electronics Corporation (Transferee) I. Transfer Contract of State-owned Land Use Right Party A transfers] [State-owned Construction Land Use Right Transfer Contract State Administration for Industry and Commerce 1 JDC[H]Z ( ) No. Contract No.: State-owned Construction Land Use Right Transfer Contract This Contract has been made and entered into between: Transferor: Beijing Municipal Bureau of Land and Resources No.2 He Ping Li Bei Jie, Dongcheng District, Beijing; Address: 100013 Postal code: 64409000 Tel: 64409577] [Equipment and Software Sales Contract Between Vimicro Electronics Corporation And Alcatel-Lucent Shanghai Bell Co., Ltd. 1 Party A: Alcatel-Lucent Shanghai Bell Co., Ltd. (hereinafter the “Seller”) Domicile: No.388 Ningqiao Road, Jinqiao Export Processing Zone, Pudong New District, Shanghai Legal representative: Yuan Xin Post: Chairman Party B: Vimicro Electronics Corporation (hereinafter the “Buyer”) Domicile: F2, Block A1, Tianjin University Science Park,] [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, 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\3735212v1 + 852 2971 3081 alice.ooi@maplesandcalder.com Vimicro International Corporation 15th Floor Shining Tower No. 35 Xueyuan Road Haidian District Beijing 100083 People’s Republic of China May 12, 2010 Dear Sir Vimicro International Corporation (the “Company”) Yours faithfully Maples and Calder EX-15.1 11 dex151.htm CONSENT OF MAPLES AND CALDER] [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 May 12, 2010, with respect to the consolidated financial statements of Vimicro International Corporation and the effectiveness of internal control over]