[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 Ordinary shares, par value $0.0001 per share* The NASDAQ Stock Market LLC * Not for trading, but only in connection with the listing of the American depositary shares None (Title of] [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] [[Letterhead of Ernst & Young Hua Ming LLP April 30, 2015 100 F Street, N.E. Dear Sirs/Madams, Yours faithfully,] [Strategic Cooperation Framework Agreement on the Project of “Industrialization Development and Application of Chip System of Starlight China Chip Internet of Things Project-SVAC National Standardized Internet of Things for Security Surveillance” The Economic & Information Commission of Guangdong Province Vimicro Corporation February 2014 Strategic Cooperation Framework Agreement on the Project of “Industrialization Development and Application of Chip System of Starlight] [Zhuhai Hengqin New Area Administrative Committee Vimicro Corporation Cooperation Agreement May 2014 Party A: Zhuhai Hengqin New Area Administrative Committee Director: Niu Jing Address: No. 41, Dezheng Street, Hengqin New Area, Zhuhai City Party B: Vimicro Corporation Legal Representative: Zhonghan (John) Deng Address: 16/F, Shining Tower, No.35, Xueyuan Road, Haidian District, Beijing th In accordance with the “Strategic Cooperation Framework] [English Summary of “Customized Property Alteration Entrustment Agreement Vimicro-Xuzhuang Science and Technology Headquarters Project” th This Agreement is entered into by and between Jiangsu Vimicro Electronics Corporation (“Party A”), Administrative Committee of Nanjing Xuzhuang Software Industry Base (“Party B”) and Nanjing Meidong Hanwei Technology Co., Ltd.,, Ltd. (“Party C”) on April 10 Preconditions of Customized Property Alteration 1. Party C] [English Summary of “Customized Property Alteration Entrustment Agreement Vimicro-Xuzhuang Science and Technology Headquarters Project” th This Agreement is entered into by and between Jiangsu Vimicro Electronics Corporation (“Party A”),Nanjing Zhongna Construction Engineering Co., Ltd. (“Party B1”) and Nanjing Juxiang Wire and Cable Co., Ltd. (“Party B2”) on August 13 Preconditions of Customized Property Alteration 1. Party B shall meet Party] [English Summary of “Customized Property Alteration Entrustment Agreement Vimicro-Xuzhuang Science and Technology Headquarters Project” rd This Agreement is entered into by and between Jiangsu Vimicro Electronics Corporation (“Party A”), Administrative Committee of Nanjing Xuzhuang Software Industry Base (“Party B”) and Jiangsu Qinshantong Investment Co., Ltd. (“Party C”) on December 3 Preconditions of Customized Property Alteration 1. Party A shall have] [English Summary of “Customized Property Alteration Entrustment Agreement Vimicro-Xuzhuang Science and Technology Headquarters Project” th This Agreement is entered into by and between Jiangsu Vimicro Electronics Corporation (“Party A”), Administrative Committee of Nanjing Xuzhuang Software Industry Base (“Party B”) and Jiangsu Newcom Optical & Electrical Communication Co., Ltd. (“Party C”) on January 19 Preconditions of Customized Property Alteration 1. Party] [List of Subsidiaries Subsidiaries Jurisdiction Ownership Interest Vimicro Corporation People’s Republic of China 100 % Viewtel Corporation 100 % Vimicro Electronics International Limited Hong Kong Special Administrative Region, China 100 % Vimicro Electronic Technology Corporation People’s Republic of China 100 % Jiangsu Vimicro Electronics Corporation People’s Republic of China 100 % Vimicro Electronics Corporation People’s Republic of China 50 %] [I, Zhonghan 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 such statements] [Certification by the Principal Financial Officer 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] [(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) Chief Executive Officer] [Certification by the Principal Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Jinming (Jimmy) Dong Chief Controller] [Our ref SHF/605073-000001/7865784v2 Vimicro International Corporation 16/F Shining Tower No. 35 Xueyuan Road Haidian District Beijing 100191 People's Republic of China April 30, 2015 Dear Sir Re: Vimicro International Corporation Company We have acted as legal advisors as to the laws of the Cayman Islands to Vimicro International Corporation, an exempted limited liability company incorporated in the Cayman Islands (the] [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, and (2) Registration Statement (Form S-8 No. 333-166829) of the 2005 Share Incentive Plan of Vimicro International Corporation, of] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Grant Thornton Beijing, People’s Republic of China April 30, 2015] [ZHONGTIANXIN SCIENCE AND TECHNOLOGY CO., LIMITED FINANCIAL STATEMENTS ZHONGTIANXIN SCIENCE AND TECHNOLOGY CO., LIMITED CONTENTS F-1 Financial Statements: Balance Sheet — As of December 31, 2013 and 2014 F-2 Statement of Operations and Comprehensive Income — For the Years Ended December 31, 2012, 2013 and 2014 F-3 Statement of Changes in Equity Holders’ Equity — For the Years Ended December] [CO NSENT OF INDEPENDENT ACCOUNTING FIRM Grant Thornton Beijing, People’s Republic of China April 30, 2015]