eh1300412_13da2-vimicro.htm

0000950142-13-000605.txt : 20130314 0000950142-13-000605.hdr.sgml : 20130314 20130314163048 ACCESSION NUMBER: 0000950142-13-000605 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20130314 DATE AS OF CHANGE: 20130314 GROUP MEMBERS: GAP (BERMUDA) LTD GROUP MEMBERS: GAP COINVESTMENTS III LLC GROUP MEMBERS: GAP COINVESTMENTS IV LLC GROUP MEMBERS: GAP-W INTERNATIONAL L.P. GROUP MEMBERS: GAPCO GMBH & CO. KG GROUP MEMBERS: GAPCO MANAGEMENT GMBH GROUP MEMBERS: GAPSTAR LLC GROUP MEMBERS: GENERAL ATLANTIC GENPAR (BERMUDA) L.P. GROUP MEMBERS: GENERAL ATLANTIC LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS (BERMUDA) L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Vimicro International CORP CENTRAL INDEX KEY: 0001341088 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81172 FILM NUMBER: 13690843 BUSINESS ADDRESS: STREET 1: 15/F SHINING TOWER, NO. 35 XUEYUAN ROAD STREET 2: HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100083 BUSINESS PHONE: (86 10) 6894-8888 MAIL ADDRESS: STREET 1: 15/F SHINING TOWER, NO. 35 XUEYUAN ROAD STREET 2: HAIDIAN DISTRICT CITY: BEIJING STATE: F4 ZIP: 100083 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC CENTRAL INDEX KEY: 0001017645 IRS NUMBER: 133503735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 SC 13D/A 1 eh1300412_13da2-vimicro.htm AMENDMENT NO. 2 eh1300412_13da2-vimicro.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 2)

VIMICRO INTERNATIONAL CORPORATION

(Name of Issuer)

ORDINARY SHARES, PAR VALUE $0.0001 PER SHARE

(Title of Class of Securities)

92718N109**

(CUSIP Number)

THOMAS J. MURPHY

C/O GENERAL ATLANTIC SERVICE COMPANY, LLC

3 PICKWICK PLAZA

GREENWICH, CONNECTICUT 06830

TEL. NO.: (203) 629-8600

(Name, Address and Telephone

Number of Person Authorized to Receive Notices and Communications)

March 12, 2013

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [_].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

** The CUSIP Number relates only to the American Depositary Shares of Vimicro International Corporation.

CUSIP No. 92718N109

SCHEDULE 13D

Page 2 of 20

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 22,535,522 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 22,535,522 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,535,522 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON OO

(1) Represents the sum of 18,531,786 Ordinary Shares beneficially owned by the Reporting Persons and the 4,003,736 Ordinary Shares underlying the 1,000,934 ADSs representing Ordinary Shares beneficially owned by the Reporting Persons. Every one ADS represents four Ordinary Shares.

CUSIP No. 92718N109

SCHEDULE 13D

Page 3 of 20

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic GenPar (Bermuda), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 22,535,522 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 22,535,522 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,535,522 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 92718N109

SCHEDULE 13D

Page 4 of 20

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP (Bermuda) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 22,535,522 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 22,535,522 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,535,522 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 92718N109

SCHEDULE 13D

Page 5 of 20

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners (Bermuda), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 22,535,522 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 22,535,522 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,535,522 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 92718N109

SCHEDULE 13D

Page 6 of 20

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP-W International, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 22,535,522 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 22,535,522 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,535,522 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 92718N109

SCHEDULE 13D

Page 7 of 20

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GapStar, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 22,535,522 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 22,535,522 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,535,522 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 92718N109

SCHEDULE 13D

Page 8 of 20

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 22,535,522 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 22,535,522 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,535,522 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 92718N109

SCHEDULE 13D

Page 9 of 20

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestments IV, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 22,535,522 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 22,535,522 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,535,522 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 92718N109

SCHEDULE 13D

Page 10 of 20

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAPCO GmbH & Co. KG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 22,535,522 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 22,535,522 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,535,522 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 92718N109

SCHEDULE 13D

Page 11 of 20

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAPCO Management GmbH
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Germany

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 22,535,522 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 22,535,522 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,535,522 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 16.1%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 92718N109

SCHEDULE 13D

Page 12 of 20

ITEM 1.

SECURITY AND ISSUER.

This Amendment No. 2 to Schedule 13D (“Amendment No. 2”) is filed by the undersigned to amend and supplement the Schedule 13D, dated as of December 1, 2005 and previously amended as of December 19, 2005 (the “Original 13D”), with respect to the ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of Vimicro International Corporation, a Cayman Islands corporation (the “Company”), and the American depositary shares (the “ADSs”) representing Ordinary Shares of the Company. Every one ADS represents four Ordinary Shares.

The address of the principal executive office of the Company is 15/F Shining Tower, No. 35 Xueyuan Road, Haidian District, Beijing 100191, People's Republic of China.

ITEM 2.

IDENTITY AND BACKGROUND.

Item 2 is hereby amended and restated as follows.

(a) REPORTING PERSONS

This statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The members of the group are:

(i)	General Atlantic LLC, a Delaware limited liability company (“GA”);
(ii)	General Atlantic GenPar (Bermuda), L.P., a Bermuda limited partnership (“GA GenPar LP”)
(iii)	GAP (Bermuda) Limited, a Bermuda limited partnership (“GAP Bermuda GenPar”);
(iv)	General Atlantic Partners (Bermuda), L.P., a Bermuda exempted company (“GAP LP”);
(v)	GAP-W International, L.P., a Bermuda limited partnership (“GAP-W”);
(vi)	GapStar, LLC, a Delaware limited liability company (“GapStar”)
(vii)	GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);
(viii)	GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);
(ix)	GAPCO GmbH & Co. KG, a German limited partnership (“KG”); and
(x)	GAPCO Management GmbH, a German corporation (“GmbH Management”).

We refer to GA, GA GenPar LP, GAP Bermuda GenPar, GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV, KG and GmbH Management, collectively as the “Reporting Persons”.

(b) RESIDENCE OR BUSINESS ADDRESS

The principal business of each Reporting Person (other than KG and GmbH Management) is located at:

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, CT 06830

The principal business of KG and GmbH Management is located at:

c/o General Atlantic GmbH,

Maximilianstrasse 35b

80539 Munich

Germany

Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.

CUSIP No. 92718N109

SCHEDULE 13D

Page 13 of 20

GAP Bermuda GenPar is the general partner of GA GenPar LP. GA GenPar LP is the general partner of GAP LP and GAP-W. GA is the managing member of GAPCO III and GAPCO IV, and certain Managing Directors of GA are the members and officers of GapStar. The Managing Directors of GA are the directors and executive officers of GAP Bermuda GenPar. GmbH Management is the general partner of KG. The Managing Directors of GA make voting and investment decisions with respect to the securities held by KG and GmbH Management. There are 23 Managing Directors of GA. The information with respect to each such GA Managing Director required by General Instruction C to Schedule 13D is attached hereto as Schedule A and hereby incorporated by reference. The present principal occupation or employment of each of the GA Managing Directors is as a Managing Director of GA. Each of the Managing Directors of GA disclaims ownership of the Ordinary Shares and ADSs owned by the Reporting Persons except to the extent he or she has a pecuniary interest therein.

By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the Ordinary Shares and ADSs that each owns of record. GA, GA GenPar LP, GAP Bermuda GenPar, GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV, KG and GmbH Management are a “group” within the meaning of Rule 13d-5 promulgated under the Securities Exchange Act of 1934, as amended, and may be deemed to beneficially own the number of Shares indicated below.

(d)-(e)

None of the Reporting Persons and none of the individuals listed on Schedule A, during the last five years, have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws.

(f)

(i)	GA -- Delaware
(ii)	GA GenPar LP – Bermuda
(iii)	GAP Bermuda GenPar – Bermuda
(iv)	GAP LP – Bermuda
(v)	GAP-W – Bermuda
(vi)	Gapstar – Delaware
(vii)	GAPCO III – Delaware
(viii)	GAPCO IV – Delware
(ix)	KG—Germany
(x)	GmbH Management - Germany

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

Unchanged.

ITEM 4.

PURPOSE OF TRANSACTION.

Item 4 is supplemented hereby with the following:

On March 12, 2013, GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV and KG sold 500,000 ADSs in the aggregate to an individual (the “Purchaser”) in a private transaction, pursuant to a Purchase and Sale Agreement, dated March 12, 2013 among GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV, KG and the Purchaser (the “Purchase and Sale Agreement”), filed herein as Exhibit 99.3.

The Purchase and Sale Agreement is filed herewith as Exhibit 99.3, and the foregoing summary is qualified in its entirety by the terms thereof.

CUSIP No. 92718N109

SCHEDULE 13D

Page 14 of 20

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is hereby amended and restated as follows.

(a)

As of the date hereof, GA, GA GenPar LP, GAP Bermuda GenPar, GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV, KG and GmbH Management each own of record the following number of Ordinary Shares and ADSs representing the following percentage of the Company's issued and outstanding Ordinary Shares. Each ADS represents four Ordinary Shares.

REPORTING PERSON	ORDINARY SHARES		ADSs		TOTAL ORDINARY SHARES, INCLUDING ORDINARY SHARES UNDERLYING ADSs		PERCENTAGE
GA		0		0		0		0.0	%
GA GenPar LP		0		0		0		0.0	%
GAP Bermuda GenPar		0		0		0		0.0	%
GAP LP		12,725,792		715,808		15,585,024		11.1	%
GAP-W		4,394,803		192,668		5,165,475		3.7	%
GapStar		231,647		21,127		316,155		0.2	%
GAPCO III		912,790		57,564		1,143,046		0.8	%
GAPCO IV		246,877		13,017		298,945		0.2	%
KG		19,877		1,750		26,877		0.0	%
GmbH Management		0		0		0		0.0	%

Based on calculations made in accordance with Rule 13d-3(d), and there being 139,953,296 Ordinary Shares outstanding as of December 31, 2011, as reported in the Company’s Annual Report on Form 20-K filed with the Securities and Exchange Commission on May 15, 2012, each of the Reporting Persons may be deemed to beneficially own approximately 16.1% of the outstanding Ordinary Shares.

(b)

By virtue of the fact that (a) GAP Bermuda GenPar is the general partner of GA GenPar LP, and GA GenPar LP is the general partner of GAP LP and GAP-W; (b) GA is the managing member of GAPCO III and GAPCO IV; (c) certain Managing Directors of GA are the members and officers of GapStar; (d) the Managing Directors of GA are the directors and executive officers of GAP Bermuda GenPar; (e) GmbH Management is the general partner of KG; and (f) the Managing Directors of GA make voting and investment decisions with respect to the securities held by KG and GmbH Management, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the Ordinary Shares and ADSs which each owns of record.

As of the date hereof, each of the Reporting Persons may be deemed to own beneficially an aggregate of 22,535,522 Ordinary Shares (which includes 18,531,786 Ordinary Shares and 4,003,736 Ordinary Shares underlying the 1,000,934 ADSs beneficially owned by the Reporting Persons), or 16.1% of the Ordinary Shares.

CUSIP No. 92718N109

SCHEDULE 13D

Page 15 of 20

(c)

Except as set forth in this paragraph (c) and except as set forth in the Original 13D, to the knowledge of each of the Reporting Persons, none of the persons named in response to paragraph (a) has effected any transactions in the Ordinary Shares or ADSs during the past 60 days. On March 12, 2013, GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV and KG sold the following number of ADSs for the price per ADSs set forth below to the Purchaser in a private transaction, pursuant to the Purchase and Sale Agreement.

REPORTING PERSON	ADSs Sold	Price Per ADS
GAP LP	345,788	$1.70
GAP-W	114,607	$1.70
GapStar	7,015	$1.70
GAPCO III	25,361	$1.70
GAPCO IV	6,633	$1.70
KG	596	$1.70

The Purchase and Sale Agreement is filed herewith as Exhibit 99.3, and the foregoing summary is qualified in its entirety by the terms thereof.

(d)

No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

(e)

Not Applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH RESPECT TO THE ISSUER.

Item 6 is hereby supplemented as follows.

On March 12, 2013, in connection with the disposition of the ADSs contemplated by the Purchase and Sale Agreement as described in Item 5(c) above, each of GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV and KG (the “Assignors”) entered into an Assignment and Assumption Agreement with the Purchaser and the Company, pursuant to which, each of the Assignors assigned certain of its rights under the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of October 12, 2004, by and among the Assignors and the Company; with respect to the ADS sold to the Purchaser (including, the right to require the Company to register Ordinary Shares held the Assignor on Form F-3 or Form S-3 and to require the Company to include Ordinary Shares held by the Assignor in any other registration of Ordinary Shares initiated by the Company or other shareholders of the Company) to the Purchaser. Each of the Assignors retained all of their rights under the Registration Rights Agreement with respect to any remaining Ordinary Shares or ADSs that such Assignor continued to hold following the consummation of the sale to the Purchaser. Pursuant to the Assignment and Assumption Agreement, the Purchaser was deemed to be a party to the Registration Rights Agreement, and to be subject to applicable terms and obligations under the Registration Rights Agreement and the Company agreed to file with the Securities and Exchange Commission a new Registration Statement on Form F-3 or an amendment or supplement to the Company’s existing Registration Statement on Form F-3 (file No. 333-166948) such that the Purchaser would be named as a “Selling Shareholder” under such statement.

The Registration Rights Agreement is filed herewith as Exhibit 99.2, and the foregoing summary is qualified in its entirety by the terms thereof. The Assignment and Assumption Agreement is filed herewith as Exhibit 99.4, and the foregoing summary is qualified in its entirety by the terms thereof.

CUSIP No. 92718N109

SCHEDULE 13D

Page 16 of 20

ITEM 7.

MATERIALS TO BE FILED AS EXHIBITS.

Exhibit Index

Exhibit 99.1.	Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (filed herewith).

Exhibit 99.2	Registration Rights Agreement, dated Octover 12, 2004, among the Company, General Atlantic Partners (Bermuda), L.P., GAP-W International, LLC, GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, GapStar, LLC, and GAPCO GmbH & Co. KG (incorporated by reference to Exhbit 4.7 of the Company’s Form F-1 as filed with the Securities Exchange Commission on October 24, 2005).

Exhibit 99.3	Purchase and Sale Agreement, dated March 12, 2013, among General Atlantic Partners (Bermuda), L.P., GAP-W International, LLC, GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, GapStar, LLC, and GAPCO GmbH & Co. KG, and Steve Bishop (filed herewith).

Exhibit 99.4	Assignment and Assumption Agreement, dated as of March 12, 2013, by and among General Atlantic Partners (Bermuda), L.P., GAP-W International, LLC, GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, GapStar, LLC, and GAPCO GmbH & Co. KG, as assignors, and Steve Bishop, as assignee, and for purposes of Section 2 thereof, Vimicro International Corporation (filed herewith).

CUSIP No. 92718N109

SCHEDULE 13D

Page 17 of 20

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of March 14, 2013

	GENERAL ATLANTIC LLC

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	GENERAL ATLANTIC GENPAR (BERMUDA), L.P.

	By:	GAP (Bermuda) Limited, its General Partner

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GAP (BERMUDA) LIMITED

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GENERAL ATLANTIC PARTNERS (BERMUDA), L.P.

	By:	General Atlantic GenPar (Bermuda), L.P., its General Partner

	By:	GAP (Bermuda) Limited, its General Partner

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GAP-W INTERNATIONAL, L.P.

	By:	General Atlantic GenPar (Bermuda), L.P., its General Partner

	By:	GAP (Bermuda) Limited, its General Partner

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GAPSTAR, LLC

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

CUSIP No. 92718N109

SCHEDULE 13D

Page 18 of 20

	GAP COINVESTMENTS III, LLC

	By:	General Atlantic LLC, its Managing Member

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	GAP COINVESTMENTS IV, LLC

	By:	General Atlantic LLC, its Managing Member

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	GAPCO GmbH & Co. KG

	By:	GAPCO Management GMBH, its General Partner

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	GAPCO MANAGEMENT GMBH

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

CUSIP No. 92718N109

SCHEDULE 13D

Page 19 of 20

Schedule A

GA LLC MANAGING DIRECTORS

Name	Business Address	Citizenship
Steven A. Denning (Chairman)	3 Pickwick Plaza Greenwich, Connecticut 06830	United States
William E. Ford (Chief Executive Officer)	55 East 52nd St., 32nd Floor New York, New York 10055	United States
Thomas J. Murphy (Chief Financial Officer)	3 Pickwick Plaza Greenwich, Connecticut 06830	United States
J. Frank Brown (Chief Operating Officer)	55 East 52nd St., 32nd Floor New York, New York 10055	United States
John Bernstein	23 Savile Row London W1S 2ET United Kingdom	United Kingdom
Gabriel Caillaux	23 Savile Row London W1S 2ET United Kingdom	France
Mark F. Dzialga	3 Pickwick Plaza Greenwich, Connecticut 06830	United States
Cory A. Eaves	55 East 52nd St., 32nd Floor New York, New York 10055	United States
Martin Escobari	Rua Dr. Renato Paes de Barros, 1017 15Ъ andar 04530-001 Sao Paulo, Brazil	Bolivia and Brazil
Abhay Havaldar	Asia Square Tower 1 8 Marina View, #41−04 Singapore 018960	India
Patricia Hedley	3 Pickwick Plaza Greenwich, Connecticut 06830	United States
David C. Hodgson	55 East 52nd St., 32nd Floor New York, New York 10055	United States
Rene M. Kern	55 East 52nd St., 32nd Floor New York, New York 10055	United States and Germany
Jonathan Korngold	55 East 52nd St., 32nd Floor New York, New York 10055	United States
Christopher G. Lanning	55 East 52nd St., 32nd Floor New York, New York 10055	United States
Xuesong (Jeff) Leng	Suite 5801, 58th Floor Two International Finance Center 8 Finance Street Central, Hong Kong	Hong Kong SAR
Anton J. Levy	55 East 52nd St., 32nd Floor New York, New York 10055	United States
Adrianna C. Ma	55 East 52nd St., 32nd Floor New York, New York 10055	United States
Sandeep Naik	17th Floor Express Towers Nariman Point Mumbai 400 021, India	United States

CUSIP No. 92718N109

SCHEDULE 13D

Page 20 of 20

Name	Business Address	Citizenship
Andrew C. Pearson	3 Pickwick Plaza Greenwich, Connecticut 06830	United States
Brett B. Rochkind	228 Hamilton Ave. Palo Alto, CA 94301	United States
David A. Rosenstein	55 East 52nd St., 32nd Floor New York, New York 10055	United States
Philip P. Trahanas	3 Pickwick Plaza Greenwich, Connecticut 06830	United States

EX-99.1 2 eh1300412_ex9901.htm EXHIBIT 99.1 eh1300412_ex9901.htm

EXHIBIT 99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.

Dated as of March 14, 2013

	GENERAL ATLANTIC LLC

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	GENERAL ATLANTIC GENPAR (BERMUDA), L.P.

	By:	GAP (Bermuda) Limited, its General Partner

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GAP (BERMUDA) LIMITED

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GENERAL ATLANTIC PARTNERS (BERMUDA), L.P.

	By:	General Atlantic GenPar (Bermuda), L.P., its General Partner

	By:	GAP (Bermuda) Limited, its General Partner

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GAP-W INTERNATIONAL, L.P.

	By:	General Atlantic GenPar (Bermuda), L.P., its General Partner

	By:	GAP (Bermuda) Limited, its General Partner

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GAPSTAR, LLC

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GAP COINVESTMENTS III, LLC

	By:	General Atlantic LLC, its Managing Member

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	GAP COINVESTMENTS IV, LLC

	By:	General Atlantic LLC, its Managing Member

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	GAPCO GmbH & Co. KG

	By:	GAPCO Management GMBH, its General Partner

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	GAPCO MANAGEMENT GMBH

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

EX-99.3 3 eh1300412_ex9903.htm EXHIBIT 99.3 eh1300412_ex9903.htm

EXHIBIT 99.3

EXECUTION COPY

PURCHASE AND SALE AGREEMENT

Purchase and Sale Agreement (this “Agreement”), dated as of March 12, 2013, among General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP LP”), GAP-W International, LLC, a Delaware limited liability company (“GAP-W”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAP Coinvestments III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAP Coinvestments IV”), GapStar, LLC, a Delaware limited liability company (“GapStar”) and GAPCO GmbH & Co. KG, a German limited partnership (together with GAP LP, GAP-W, GAP Coinvestments III, GAP Coinvestments IV and GapStar, each a “Seller,” and collectively, the “Sellers”), and Steve Bishop (the “Purchaser”).

WHEREAS, each of the Sellers wishes to sell, and the Purchaser wishes to purchase, American Depositary Shares (the “Shares”), of Vimicro International Corporation, a company incorporated and existing under the laws of the Cayman Islands (the “Company”), set forth opposite the name of such Seller on Schedule 1 hereto on the terms and conditions set forth in this Agreement.

NOW THEREFORE, the parties hereby agree as follows:

SECTION I

PURCHASE AND SALE OF SHARES

1.01 Sale of Shares. Each Seller hereby agrees to sell to the Purchaser, on the Closing Date (as defined below), the aggregate number of Shares set forth opposite the name of such Seller on Schedule 1 hereto, and the Purchaser agrees to purchase from the Sellers, on the Closing Date, the aggregate number of Shares set forth opposite the name of such Seller on Schedule 1 hereto.

1.02 Purchase Price. In full consideration of the sale of the Shares by the Sellers, the Purchaser shall pay to each Seller on the Closing Date the purchase price set forth opposite the name of such Seller on Schedule 1 hereto (which is equal to US$1.70 per Share) (such aggregate amount payable to all of the Sellers, the “Purchase Price”). The portion of the Purchase Price payable by the Purchaser shall be paid by the wire transfer of immediately available funds to the account of GAP LP set forth on Schedule 1. Each Seller (other than GAP LP) hereby directs the Purchaser to wire its share of the Purchase Price set forth opposite its name on Schedule 1 to such account on behalf of such Seller.

1.03 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) will take place at 1:00 p.m., New York time on the date hereof, or at such other time, date and place as the parties hereto may agree (the “Closing Date”). At the Closing, the Sellers will deliver to the Purchaser share transfer form(s) with respect to the Shares being sold by the Sellers to the Purchaser pursuant to this Agreement, against payment to the Sellers of the Purchase Price as set forth on Schedule 1 hereto and in accordance with Section 1.02 of this Agreement.

SECTION II

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

In order to induce the Sellers to sell the Shares, the Purchaser represents and warrants to the Sellers as follows:

2.01 Existence. The Purchaser is duly organized and validly existing under the laws of the jurisdiction of its formation, and has full power and authority to purchase the Shares being sold by the Sellers and to enter into and perform its obligations under this Agreement.

2.02 Authorization. The execution and delivery of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated by this Agreement have been duly authorized by all necessary action on the part of the Purchaser. No consent, approval, license from, or exemption of, and no registration, qualification, designation, declaration or filing with, any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of this date, is or will be necessary for the valid execution and delivery by the Purchaser of this Agreement, or the consummation by the Purchaser of the transactions contemplated by this Agreement.

2.03 No Conflict with Other Instruments. Neither the execution and delivery by the Purchaser of this Agreement, the consummation by the Purchaser of the transactions contemplated by this Agreement, nor the compliance by the Purchaser with the terms and conditions of this Agreement, will (a) violate any provision of the Purchaser’s organizational documents, as amended to date; (b) violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which the Purchaser is bound; or (c) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which the Purchaser is a party or by which the Purchaser is bound.

2.04 Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Purchaser; and this Agreement constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally, or by general principles of equity.

2.05 Litigation. There is no (a) action, suit, claim, proceeding or investigation pending or, to the Purchaser’s knowledge, threatened against or affecting, the Purchaser, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (b) arbitration proceeding relating to the Purchaser, or (c) governmental inquiry pending, or to the Purchaser’s knowledge threatened, against or affecting the Purchaser, any of which would

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invalidate or prevent the performance by the Purchaser of the transactions contemplated by this Agreement.

2.06 Purchase for Own Account. The Shares to be acquired by the Purchaser pursuant to this Agreement are being acquired for its own account for investment only, and not with a view to, or for sale in connection with, any distribution of such Shares or any part thereof in any transaction that would be in violation of the securities laws of the United States of America, any state of the United States or any foreign jurisdiction. The Purchaser understands and agrees that such Shares have not been registered under the Securities Act of 1933 (the “Securities Act”) and are “restricted securities” within the meaning of Rule 144 under the Securities Act; and that the Shares cannot be sold, transferred or otherwise disposed of except in compliance with the Securities Act and applicable state and foreign securities laws, as then in effect. The Purchaser agrees to the imprinting of a legend on certificates representing all of the Shares to the following effect:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

2.07 Restricted Securities. The Purchaser understands that the Shares will not be registered at the time of their sale under the Securities Act for the reason that the sale provided for in this Agreement is exempt pursuant to the so-called “Section 4(1)(½) exception” and that the reliance of the Sellers on such exemption is predicated in part on the Purchaser’s representations set forth herein.

2.08 Accredited Investor. The Purchaser is an “Accredited Investor” within the meaning of Rule 501 of Regulation D under the Securities Act, as presently in effect.

2.09 No Other Representations or Warranties. Except for the representations and warranties contained in this Section II, the Purchaser makes no express or implied representation or warranty to the Sellers.

SECTION III

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

In order to induce the Purchaser to purchase the Shares, each of the Sellers represents and warrants, severally and not jointly, to the Purchaser as follows:

3.01 Existence. Such Seller is duly organized and validly existing under the laws of the jurisdiction of its formation, and has full power and authority to sell the Shares being sold by such Seller and to enter into and perform its obligations under this Agreement.

3.02 Authorization. The execution and delivery of this Agreement by such Seller and the consummation by such Seller of the transactions contemplated by this Agreement

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have been duly authorized by all necessary partnership action on the part of such Seller. No consent, approval, license from, or exemption of, and no registration, qualification, designation, declaration or filing with, any court or governmental department, commission, board, bureau, agency or instrumentality, or any other party, which has not been obtained as of this date, is or will be necessary for the valid execution and delivery by such Seller of this Agreement, or the consummation by such Seller of the transactions contemplated by this Agreement.

3.03 No Conflict with Other Instruments. Neither the execution and delivery by such Seller of this Agreement, the consummation by such Seller of the transactions contemplated by this Agreement, nor the compliance by such Seller with the terms and conditions of this Agreement, will (a) violate any provision of such Seller’s organizational documents, as amended to date; (b) violate or conflict with or result in a breach of any law, regulation, order, writ, injunction or decree of any court, arbitrator or governmental instrumentality to which such Seller is bound; (c) violate or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or entitle any party to terminate any or all of the provisions of, or cause the acceleration of or entitle any party to accelerate the performance required by, or cause the acceleration of or entitle any party to accelerate the maturity of any debt or obligation pursuant to, any contract, agreement, arrangement, commitment or restriction of any kind to which such Seller is a party or by which such Seller is bound; or (d) result in the creation or imposition of any security interest, lien or other encumbrance upon the Shares being sold by such Seller under any contract, agreement, arrangement, commitment or restriction of any kind to which such Seller is a party or by which such Seller is bound.

3.04 Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by such Seller; and this Agreement constitutes the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as the enforceability of this Agreement may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforceability of creditors’ rights generally, or by general principles of equity.

3.05 Litigation. There is no (a) action, suit, claim, proceeding or investigation pending or, to such Seller’s knowledge, threatened against or affecting, the Seller, at law or in equity, or before or by any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (b) arbitration proceeding relating to such Seller, or (c) governmental inquiry pending, or to the Seller’s knowledge threatened, against or affecting such Seller, any of which would invalidate or prevent the performance by such Seller of the transactions contemplated by this Agreement.

3.06 Title to Shares. Such Seller owns the Shares being sold by such Seller to the Purchaser free and clear of all liens, other than restrictions imposed under applicable securities laws and restrictions created by the Purchaser. Upon the Purchaser’s payment to such Seller of the Purchase Price for the Shares, the Purchaser will acquire such Shares free and clear of all liens, other than restrictions imposed under applicable securities laws and restrictions created by the Purchaser.

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3.07 Private Offering. No form of general solicitation or general advertising was used by such Seller or its representatives in connection with its sale of the Shares.

3.08 No Other Representations or Warranties. Except for the representations and warranties contained in this Section III, such Seller makes no express or implied representation or warranty to the Purchaser.

SECTION IV

MISCELLANEOUS

4.01 Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby for a period of 12 months after the Closing. All covenants and other agreements of the parties contained herein shall survive the execution and delivery of this Agreement and the closing of the transactions contemplated hereby until fully performed or fulfilled.

4.02 Agreement; Amendments. This Agreement, together with the schedule hereto, sets forth the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements between them, whether written or oral, with respect to its subject matter. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Purchaser or the Sellers from the terms of any provision of this Agreement, shall be effective (i) only if it is made or given in writing and signed by all of the parties hereto and (ii) only in the specific instance and for the specific purpose for which made or given. None of the Purchaser or the Seller shall assign any of its rights or obligations under this Agreement without the written consent of the other parties hereto.

4.03 Fees and Expenses. Each of the parties hereto shall pay its own fees and expenses incurred in connection with this Agreement or otherwise.

4.04 Public Announcements. Except as required by law or regulation, no party shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any media without the prior written consent of the other parties, and the parties shall cooperate as to the timing and contents of any such announcement.

4.05 Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, email, courier service or personal delivery:

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if to the Sellers:

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, CT 06830

Telecopy: (917) 206-1944

Attention: David A. Rosenstein

Email: DRosenstein@generalatlantic.com

with a copy to:

Paul Weiss Rifkind Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Telecopy: (212) 757-3990

Attention: John C. Kennedy

Email: jkennedy@paulweiss.com

if to the Purchaser:

RS Investments

388 Market Street

San Francisco, CA 94111

Telecopy: (415) 591-2854

Attention: Steve Bishop

Email: sbishop@rsinvestments.com

4.06 Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of the parties hereto. No person other than the parties hereto and their successors and permitted assigns is intended to be a beneficiary of this Agreement.

4.07 Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

4.08 GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER IT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE RULES AND PRINCIPLES OF CONFLICTS OF LAWS THEREOF. The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the County of New York, in the State of New York over any suit, action or proceeding arising out of or relating to this Agreement or the affairs of the Company. To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that they may now or hereafter

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have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, actin or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 4.08.

4.09 Severability. If any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any way impaired, unless the provisions held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof.

4.10 Counterparts; Facsimile Execution. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by email or facsimile is to be treated as an original document.

4.11 Further Assurances. Each of the parties shall execute such documents and perform such further acts (including, without limitation, obtaining any consents, exemptions, authorizations or other actions by, or giving any notices to, or making any filings with, any governmental authority or any other person) as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement.

[Remainder of page intentionally left blank.]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

	General Atlantic Partners (Bermuda), L.P
	By: General Atlantic GenPar (Bermuda), L.P.,
	its General Partner


	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President


	GAP-W International, LLC


	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President


	GAP Coinvestments III, LLC
	By: General Atlantic LLC, its Managing Member


	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director


	GAP Coinvestments IV, LLC
	By: General Atlantic LLC, its Managing Member


	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director


	GapStar, LLC


	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GAPCO GmbH & Co. KG
	By: GAPCO Management GMBH,
	its General Partner


	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	/s/ Steve Bishop
	Steve Bishop

EX-99.4 4 eh1300412_ex9904.htm EXHIBIT 99.4 eh1300412_ex9904.htm

EXHIBIT 99.4

EXECUTION COPY

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of March 12, 2013, by and among General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“GAP LP”), GAP-W International, LLC, a Delaware limited liability company (“GAP-W”), GAP Coinvestments III, LLC, a Delaware limited liability company (“GAP Coinvestments III”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAP Coinvestments IV”), GapStar, LLC, a Delaware limited liability company (“GapStar”) and GAPCO GmbH & Co. KG, a German limited partnership (together with GAP LP, GAP-W, GAP Coinvestments III, GAP Coinvestments IV and GapStar, each an “Assignor,” and collectively, the “Assignors”), and Steve Bishop (the “Assignee”), and for purposes of Section 2 hereof and the consent set forth on the signature page hereto, Vimicro International Corporation (the “Company”).

Capitalized terms used and not otherwise defined herein will have the respective meanings ascribed to such terms in the Registration Rights Agreement (the “Registration Rights Agreement”), dated as of October 12, 2004, by and among the Assignors and the Company;

WHERAS, the Assignors and the Company are parties to the Registration Rights Agreement relating to the Company’s American Depository Shares held by the Assignors;

WHEREAS, the Assignors and the Assignee entered into a Purchase and Sale Agreement, dated as of the date hereof, in connection with the sale of 500,000 American Depositary Shares (the “Transferred Shares”) of the Company by the Assignors to the Assignee (the “Transaction”);

WHEREAS, in connection with the Transaction and pursuant to the Registration Rights Agreement, each of the Assignors wishes to assign certain of its rights, title and interests under the Registration Rights Agreement with respect to the Transferred Shares (including, the F-3 Registration rights and related rights contained in Sections 4 and 5 under the Registration Rights Agreement) to the Assignee, effective at closing of the Transaction (for the avoidance of doubt, it is understood that the Assignor shall retain all of its rights, title and interests under the Registration Rights Agreement with respect to any remaining Ordinary Shares or the American Depositary Shares of the Company that such Assignor continues to hold after the Transaction);

WHEREAS, in connection with the Transaction and pursuant to the Registration Rights Agreement, the Assignee wishes to become a party to the Registration Rights Agreement, and be subject to applicable terms and obligations under the Registration Rights Agreement, effective at closing of the Transaction;

WHEREAS, the Assignee has received and read a copy of the Registration Rights Agreement and is thoroughly familiar with its terms; and

WHEREAS, pursuant to Section 11(f) of the Registration Rights Agreement, the Assignors and the Assignee wish to obtain consent from the Company for the assignment and assumption set forth in this Agreement and to the amendments to the Registration Rights Agreement set forth in Section 1 below.

NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged:

1. Assignment and Assumption. Pursuant to Section 11(f) of the Registration Rights Agreement, effective at the closing of the Transaction, each of the Assignors hereby transfers, conveys and assigns to the Assignee all of its rights, title and interests under the Registration Rights Agreement with respect to the Transferred Shares (including the F-3 Registration rights and related rights contained in Section 5 under the Registration Rights Agreement and Incidental or “Piggy-Back” Registration rights under Section 4 of the Registration Rights Agreement), and the Assignee, accepts such assignment. The Assignee agrees to become a party to the Registration Rights Agreement, and be subject to applicable terms and obligations under the Registration Rights Agreement.

It is understood and agreed that, notwithstanding any provisions of the Registration Rights Agreement, (i) the Assignee and the Assignors (acting together) may not act as Initial Holders under Section 3(a) of the Registration Rights Agreement, (ii) the Assignee and the Assignors (acting together) may independently act as F-3 Initiating Holders under Section 5(a) of the Registration Rights Agreement, (iii) notwithstanding any provisions of Section 5(d) and Section 7(d) of the Registration Rights Agreement and subject to Section 2 hereof, the Assignors shall reimburse the Company for all costs and expenses relating to this assignment and the Registration Expenses in connection with any F-3 Registration or any amendment or supplement thereto requested by or for the benefit of the Assignee pursuant to this Agreement, up to US$10,000, (iv) the Assignee shall not be deemed to be a General Atlantic Shareholder, and (v) notice information for the Assignee for purposes of Section 11(e) of the Registration Rights Agreement shall be the same as that set forth in Section 7 hereof.

For the avoidance of doubt, each of the Assignors shall retain all of its rights, title and interests arising under the Registration Rights Agreement with respect to any Ordinary Shares or American Depositary Shares of the Company that such Assignor continues to hold after the Transaction. The Registration Rights Agreement shall be deemed to be amended to effect the assignment and assumption set forth in this Agreement. Except as expressly provided for in this Agreement, the Registration Rights Agreement shall remain in full force and effect.

2. Shelf Registration Post Effective Amendment. The Company consents and agrees to the terms of Section 1 above and agrees to file with the Securities and Exchange Commission (the “SEC”) a new Registration Statement on Form F-3 or an amendment or supplement to the Registration Statement on Form F-3 (file No. 333-166948) such that the Assignee shall be named as a “Selling Shareholder” under the section of the Shelf

Registration Statement entitled “Selling Shareholders” within the meaning of the Shelf Registration Statement and that such registration statement, amendment or supplement shall be submitted with the SEC no later than the date on which the Company files with the SEC an annual report on Form 20-F with respect to the fiscal year ended December 31, 2012. The Company agrees to use its best effort to file such annual report on or before May 15, 2013. Upon the request of the Company, the Assignee agrees to deliver any information reasonably required by the Company in order to comply with any rule or regulation of the SEC applicable to the Shelf Registration Statement.

3. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the County of New York, in the State of New York over any suit, action or proceeding arising out of or relating to this Agreement or the affairs of the Company. To the fullest extent they may effectively do so under applicable law, the parties hereto irrevocably waive and agree not to assert, by way of motion, as a defense or otherwise, any claim that they are not subject to the jurisdiction of any such court, any objection that they may now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, actin or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2.

4. No Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person; except that this Agreement shall inure to the benefit of the Company, who shall be a third party beneficiary with respect hereto.

5. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

6. Amendment. No provision of this Agreement may be amended other than by an instrument in writing signed by the parties hereto.

7. Counterparts. This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other parties; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile signature.

8. Notice. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, email, courier service or personal delivery:

if to the Assignors:

c/o General Atlantic Service Company, LLC

3 Pickwick Plaza

Greenwich, CT 06830

Telecopy: (917) 206-1944

Attention: David A. Rosenstein

Email: DRosenstein@generalatlantic.com

with a copy to:

Paul Weiss Rifkind Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019-6064

Telecopy: (212) 757-3990

Attention: John C. Kennedy

Email: jkennedy@paulweiss.com

if to the Assignee:

RS Investments

388 Market Street

San Francisco, CA 94111

Telecopy: (415) 591-2854

Attention: Steve Bishop

Email: sbishop@rsinvestments.com

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

	General Atlantic Partners (Bermuda), L.P By: General Atlantic GenPar (Bermuda), L.P., its General Partner

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GAP-W International, LLC

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

	GAP Coinvestments III, LLC By: General Atlantic LLC, its Managing Member

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	GAP Coinvestments IV, LLC By: General Atlantic LLC, its Managing Member

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

	GapStar, LLC

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Vice President

[Signature Page to the Assignment and Assumption Agreement]

	GAPCO GmbH & Co. KG By: GAPCO Management GMBH, its General Partner

	By:	/s/ Thomas J. Murphy
		Name: Thomas J. Murphy
		Title: Managing Director

[Signature Page to the Assignment and Assumption Agreement]



	By:	/s/ Steve Bishop
		Name: Steve Bishop

[Signature Page to the Assignment and Assumption Agreement]

As of the date first written above, the undersigned consents and agrees to the terms of this Assignment and Assumption Agreement (including, without limitation, the amendment provisions of Section 2 hereof) and agrees to file with the Securities and Exchange Commission a new Registration Statement on Form F-3 or an amendment or supplement to the Registration Statement on Form F-3 (file No. 333-166948), such that the Assignee shall be named as a “Selling Shareholder” under the section of such filing entitled “Selling Shareholders” within the meaning of such filing and that such registration statement, amendment or supplement shall be submitted with the SEC no later than the date on which the Company files with the SEC an annual report on Form 20-F with respect to the fiscal year ended December 31, 2012. The undersigned further agrees to use its best effort to file such annual report on or before May 15, 2013.

Vimicro International Corporation

/s/ Authorized Signatory
Authorized Signatory

[Signature Page to the Assignment and Assumption Agreement]