[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] [Cooperation Framework Agreement between Vimicro International Corporation and Beijing Zhongxing Tianshi Investment Center (“Vimicro Management Foundation”) December 27, 2010 Table of Contents Article Page 1 Scope of the Restructuring 1 2 Covenants 3 3 4 4 Tax 5 5 Confidentiality 5] [Assets Transfer Agreement between Vimicro Corporation (北京中星微电子有限公司) and Wuxi Vimicro Corporation (无锡中星微电子有限公司) December 27, 2010 Table of Contents Article Page 1 Transfer of Target Assets 1 2 Closing and Payment 1 3 Closing Conditions 3 4 Covenants 5 5 Tax] [Share Transfer Agreement Between Vimicro Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Payment 2 V. Registration of Shareholding Alteration 2] [Share Transfer Agreement Between Vimicro International Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Application for Approval and Registration of Shareholding Alteration 2 V. Payment 2] [Share Transfer Agreement Between Vimicro International Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Application for Approval and Registration of Shareholding Alteration 2 V. Payment 2 VI.] [Share Transfer Agreement Between Vimicro Electronic Technology Corporation And Beijing Zhongxing Tianshi Consulting Company 12-27-2010 Table of Contents Provisions I. Agreed Share Transfer 1 II. Transfer Price 1 III. Prerequisite for Delivery 2 IV. Application for Registration of Shareholding Alteration 2 V. Payment 2 VI. 2 VII. 3] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Wuxi Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Wuxi Vimicro Corporation (“ 2. this Agreemen Property Law of the People’s Republic of China Guarantee] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro International Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Shenzhen Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Vimicro Technology Corporation (“ 2. this Agreemen Property Law of the People’s Republic of China] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro International Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Shanghai Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Vimicro High-Tech Corporation (“ 2. this Agreemen Property Law of the People’s Republic of China] [Pledge Agreement Between Beijing Zhongxing Tianshi Consulting Company And Vimicro Electronic Technology Corporation 12-27-2010 Pledgor Party A Pledgee Party B Whereas: 1. Vimicro Jiangsu Delivery Date Party A and Party B have reached the consensus that Party A purchases the 100% share Party B holds in Jiangsu Vimicro Electronics Corporation (“ 2. this Agreemen Property Law of the People’s Republic] [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, Shuhua (Yvonne) Yang, 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. Shuhua (Yvonne) Yang Acting Chief Financial Officer] [Our ref Direct tel Email VZL\605073\4347747v1 + 852 2971 3095 valerie.law@maplesandcalder.com Vimicro International Corporation 15th Floor Shining Tower No. 35 Xueyuan Road Haidian District Beijing 100191 People’s Republic of China June 30, 2011 Dear Sir Vimicro International Corporation (the “Company”) Yours faithfully Maples and Calder EX-15.1 17 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 the 2004 Share Option Plan and 2005 Share Incentive Plan of Vimicro International Corporation of our reports dated June 30, 2011, with respect to the consolidated financial statements of Vimicro International Corporation and the effectiveness of]