eh1301343_13da3-vimicro.htm

0000950142-13-002445.txt : 20131219 0000950142-13-002445.hdr.sgml : 20131219 20131219163543 ACCESSION NUMBER: 0000950142-13-002445 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20131219 DATE AS OF CHANGE: 20131219 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: 131288681 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: 55 EAST 52ND STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 32ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 SC 13D/A 1 eh1301343_13da3-vimicro.htm AMENDMENT NO. 3 eh1301343_13da3-vimicro.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 3)

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

55 East 52nd Street,

32nd Floor

New York, NY 10055

(212) 715-4000

(Name, Address and Telephone

Number of Person Authorized to Receive Notices and Communications)

December 18, 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 11,267,755 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,267,755 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,267,755 (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) 9.8%
14	TYPE OF REPORTING PERSON OO

______________

(1) Represents the sum of 9,265,891 Ordinary Shares beneficially owned by the Reporting Persons and the 2,001,864 Ordinary Shares underlying the 500,466 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 11,267,755 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,267,755 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,267,755 (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) 9.8%
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 11,267,755 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,267,755 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,267,755 (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) 9.8%
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 11,267,755 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,267,755 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,267,755 (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) 9.8%
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 11,267,755 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,267,755 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,267,755 (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) 9.8%
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 11,267,755 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,267,755 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,267,755 (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) 9.8%
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 11,267,755 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,267,755 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,267,755 (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) 9.8%
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 11,267,755 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,267,755 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,267,755 (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) 9.8%
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 11,267,755 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,267,755 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,267,755 (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) 9.8%
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 11,267,755 (1)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 11,267,755 (1)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,267,755 (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) 9.8%
14	TYPE OF REPORTING PERSON CO

______________

CUSIP No. 92718N109

SCHEDULE 13D

Page 12 of 20

ITEM 1.

SECURITY AND ISSUER.

This Amendment No. 3 to Schedule 13D 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 and as of March 14, 2013 (as so amended, the “Schedule 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 exempted company (“GAP Bermuda GenPar”);
(iv)	General Atlantic Partners (Bermuda), L.P., a Bermuda limited partnership (“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

55 East 52nd Street,

32nd Floor

New York, NY 10055

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.

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 22 Managing Directors of GA. The information with respect to each

CUSIP No. 92718N109

SCHEDULE 13D

Page 13 of 20

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.

No material change.

ITEM 4.

PURPOSE OF TRANSACTION.

Item 4 is supplemented hereby with the following:

On December 18, 2013, GAP LP, GAP-W, GapStar, GAPCO III, GAPCO IV and KG (collectively, the “Record Holders”) sold to the Company, in the aggregate, (a) 9,265,895 Ordinary Shares at a price of $0.4925 per Ordinary Share and (b) 500,468 ADSs at a price of $1.97 per ADS, in a private transaction pursuant to a Purchase and Sale Agreement, dated December 18, 2013 among the Record Holders and the Company (the “Company Purchase and Sale Agreement”), filed herein as Exhibit 99.5.

Also pursuant to the Company Purchase and Sale Agreement, the Record Holders have agreed to sell to the Company and the Company has agreed to purchase, in the aggregate, an additional 9,265,891 Ordinary Shares and 500,466 ADSs on January 15, 2014, subject to the Company’s right to delay such sale until January 31, 2014. If such sale occurs on January 15, 2014, the Record Holders have agreed to sell Ordinary Shares at a price of $0.4925 per Ordinary Share and ADSs at a price of $1.97 per ADS. In the event that the Company exercises its right to delay such sale until January 31, 2014, the Record Holders have agreed to sell (a) such Ordinary Shares at a price equal to the greater of (i) $0.4925 per Ordinary Share and (ii) the average daily closing price of the ADS (such average divided by four) traded on the NASDAQ Global Market over the 90 calendar days preceding January 15, 2014 and (b) such ADSs at a price equal to the greater of (i) $1.97 per ADS and (ii) the average daily closing price of the ADS traded on the NASDAQ Global Market over the 90 calendar days preceding January 15, 2014.

Following the sale described in the immediately preceding paragraph, the Reporting Persons will own no shares (Ordinary Shares or ADSs) in the Company.

The Company Purchase and Sale Agreement is filed herewith as Exhibit 99.5, and the foregoing summary is qualified in its entirety by the terms thereof.

ITEM 5.

INTEREST IN SECURITIES OF THE ISSUER.

Item 5 is hereby amended and restated as follows.

CUSIP No. 92718N109

SCHEDULE 13D

Page 14 of 20

(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 Shares Underlying ADSs	Percentage of Outstanding Ordinary Shares
GA	0	0	0	0.0%
GA GenPar LP	0	0	0	0.0%
GAP Bermuda GenPar	0	0	0	0.0%
GAP LP	6,362,896	357,404	7,792,512	6.8%
GAP-W	2,197,401	96,334	2,582,737	2.2%
GapStar	115,823	10,563	158,075	0.1%
GAPCO III	456,395	28,782	571,523	0.5%
GAPCO IV	123,438	6,508	149,470	0.1%
KG	9,938	875	13,438	0.0%
GmbH Management	0	0	0	0.0%

Based on calculations made in accordance with Rule 13d-3(d), and there being 115,035,593 Ordinary Shares outstanding as of September 30, 2013, as reported in the Company’s Annual Report on Form 6-K filed with the Securities and Exchange Commission on November 5, 2013, each of the Reporting Persons may be deemed to beneficially own approximately 9.8% 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 11,267,755 Ordinary Shares (which includes 9,265,891 Ordinary Shares and 2,001,864 Ordinary Shares underlying the 500,466 ADSs beneficially owned by the Reporting Persons), or 9.8% of the Ordinary Shares.

(c)

Except as set forth in this paragraph (c) and except as set forth in the Schedule 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 December 18, 2013, the Record Holders sold the following number of Ordinary Shares and ADSs for the price per ADSs set forth below to the Company in a private transaction, pursuant to the Company Purchase and Sale Agreement.

Reporting Person	Ordinary Shares Sold	Price Per Ordinary Share	ADSs Sold	Price Per ADS
GAP LP	6,362,896	$0.4925	357,404	$1.97
GAP-W	2,197,402	$0.4925	96,334	$1.97
GapStar	115,824	$0.4925	10,564	$1.97
GAPCO III	456,395	$0.4925	28,782	$1.97
GAPCO IV	123,439	$0.4925	6,509	$1.97
KG	9,939	$0.4925	875	$1.97

The Company Purchase and Sale Agreement is filed herewith as Exhibit 99.5, 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.

CUSIP No. 92718N109

SCHEDULE 13D

Page 15 of 20

(e)

Not Applicable.

ITEM 6.

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

Item 6 is hereby supplemented as follows.

See the description of the Company Purchase and Sale Agreement in Items 4 and 5(c) above, which are incorporated herein by reference.

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 (previously filed).

Exhibit 99.5	Purchase and Sale Agreement, dated December 18, 2013, among General Atlantic Partners (Bermuda), L.P., GAP-W International, LP, GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, GapStar, LLC, and GAPCO GmbH & Co. KG, and Vimicro International Corporation (filed herewith).

CUSIP No. 92718N109

SCHEDULE 13D

Page 16 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 December 19, 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

CUSIP No. 92718N109

SCHEDULE 13D

Page 17 of 20

	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

CUSIP No. 92718N109

SCHEDULE 13D

Page 18 of 20

SCHEDULE A

GA Managing Directors

Name	Business Address	Citizenship
Steven A. Denning (Chairman)	600 Steamboat Road Greenwich, Connecticut 06830	United States
William E. Ford (Chief Executive Officer)	55 East 52nd Street 32nd Floor New York, New York 10055	United States
J. Frank Brown (Chief Operating Officer)	55 East 52nd Street 32nd Floor New York, New York 10055	United States
Thomas J. Murphy (Chief Financial Officer)	600 Steamboat Road Greenwich, Connecticut 06830	United States
John D. 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	600 Steamboat Road Greenwich, Connecticut 06830	United States
Cory A. Eaves	55 East 52nd Street 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

CUSIP No. 92718N109

SCHEDULE 13D

Page 19 of 20

Patricia Hedley	600 Steamboat Road Greenwich, Connecticut 06830	United States
David C. Hodgson	55 East 52nd Street 32nd Floor New York, New York 10055	United States
René M. Kern	55 East 52nd Street 32nd Floor New York, New York 10055	United States and Germany
Jonathan C. Korngold	55 East 52nd Street 32nd Floor New York, New York 10055	United States
Christopher G. Lanning	55 East 52nd Street 32nd Floor New York, New York 10055	United States
Xuesong Jeff X. Leng	Suite 5801, 58th Floor Two International Finance Center 8 Finance Street Central, Hong Kong	Hong Kong SAR
Anton J. Levy	55 East 52nd Street 32nd Floor New York, New York 10055	United States
Adrianna C. Ma	55 East 52nd Street 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

Andrew C. Pearson	600 Steamboat Road Greenwich, Connecticut 06830	United States
Brett B. Rochkind	228 Hamilton Ave. Palo Alto, CA 94301	United States
David A. Rosenstein	55 East 52nd Street 32nd Floor New York, New York 10055	United States
Philip P. Trahanas	600 Steamboat Road Greenwich, Connecticut 06830	United States

EX-99.5 2 eh1301343_ex9905.htm EXHIBIT 99.5 eh1301343_ex9905.htm

EXHIBIT 99.5

PURCHASE AND SALE AGREEMENT

This Purchase and Sale Agreement (this “Agreement”), dated as of December 18, 2013, is among Vimicro International Corporation, a company incorporated in the Cayman Islands (the “Company”), and each of the selling shareholders listed on Schedule 1 hereto (each, a “Seller” and collectively, the “Sellers”).

WHEREAS, on the terms and conditions set forth in this Agreement, each of the Sellers desires to sell, and the Company desires to purchase, (i) the aggregate number of ordinary shares, par value US$0.0001 per share, of the Company set forth opposite the name of such Seller on Schedule 1.01(c) hereto (the “Ordinary Shares”) and (ii) the American Depositary Shares (each of which represents four Ordinary Shares) set forth opposite the name of such Seller on Schedule 1.01(c) (the “ADSs” and, together with the Ordinary Shares, the “Securities”).

NOW THEREFORE, the parties hereby agree as follows:

SECTION I

PURCHASE AND SALE OF SECURITIES

1.01 Sale of Securities.

(a) On the First Closing Date (as defined below), each Seller, severally and not jointly, agrees to sell, assign, transfer and deliver to the Company the aggregate number of Ordinary Shares set forth opposite the name of such Seller on Schedule 1.01(a) hereto (the “First Tranche Ordinary Shares”) and the aggregate number of ADSs set forth opposite the name of such Seller on Schedule 1.01(a) hereto (the “First Tranche ADSs”), and the Company agrees to purchase such First Tranche Ordinary Shares and such First Tranche ADSs from such Seller on the First Closing Date, pursuant to this Agreement.

(b) On the Second Closing Date (as defined below), each Seller, severally and not jointly, agrees to sell, assign, transfer and deliver to the Company the aggregate number of Ordinary Shares set forth opposite the name of such Seller on Schedule 1.01(b) hereto (the “Second Tranche Ordinary Shares”) and the aggregate number of ADSs set forth opposite the name of such Seller on Schedule 1.01(b) hereto (the “Second Tranche ADSs”), and the Company agrees to purchase such Second Tranche Ordinary Shares and such Second Tranche ADSs from such Seller on the Second Closing Date, pursuant to this Agreement.

1.02 Purchase Price.

(a) In full consideration of the sale of the Ordinary Shares by the Sellers, the Company shall pay to each Seller (i) on the First Closing Date, the aggregate amount set forth opposite the name of such Seller on Schedule 1.01(a) hereto and (ii) on the Second Closing Date, the aggregate amount set forth opposite the name of such Seller on Schedule 1.01(b) hereto, in each case on the basis of US$0.4925 per Ordinary Share, subject to adjustment

(if any) described in Section 1.02(c). The aggregate amount payable to all of the Sellers for all of the Ordinary Shares is hereinafter referred to as the “Ordinary Share Purchase Price.”

(b) In full consideration of the sale of the ADSs by the Sellers, the Company shall pay to each Seller (i) on the First Closing Date the aggregate amount set forth opposite the name of such Seller on Schedule 1.01(a) hereto, and (ii) on the Second Closing Date the aggregate amount set forth opposite the name of such Seller on Schedule 1.01(b) hereto, in each case on the basis of US$1.97 per ADS, subject to adjustment (if any) described in Section 1.02(c). The aggregate amount payable to all of the Sellers for all of the ADSs is hereinafter referred to as the “ADS Purchase Price” and, together with the Ordinary Share Purchase Price, the “Purchase Price.”

(c) The Company may elect to delay the Second Closing Date to January 31, 2014, in which case (i) the Ordinary Share Purchase Price for the Second Tranche Ordinary Shares shall equal the greater of (x) US$0.4925 per Ordinary Share and (y) the average of the daily closing prices of the ADS (such average divided by four) traded on the NASDAQ Global Market over the 90 calendar days preceding January 15, 2014 and (ii) the ADS Purchase Price for the Second Tranche ADSs shall equal the greater of (x) US$1.97 per ADS and (y) the average of the daily closing prices of the ADS traded on the NASDAQ Global Market over the 90 calendar days preceding January 15, 2014. Such election must be communicated by notice (the “Delay Notice”) the Company to the Sellers not later than January 10, 2014.

(d) The portion of the Purchase Price payable to each Seller on the First Closing Date and the Second Closing Date shall be paid by the wire transfer of immediately available funds to each Seller’s account as set forth on Schedule 1.02. For the avoidance of doubt, no fees shall be payable (by netting or otherwise) by the Sellers (to the depositary bank in respect of the ADS program or otherwise) in connection with the sale of the ADSs to the Company.

1.03 Closing.

(a) The closing of the purchase and sale of the First Tranche Ordinary Shares and the First Tranche ADSs (the “First Closing”) will take place at 10:00 a.m. (Hong Kong time) on December 18, 2013 at the offices of Paul, Weiss, Rifkind, Wharton & Garrison of 12th Floor, The Hong Kong Club Building, No.3A Charter Road, Central, Hong Kong S.A.R., or at such other time, date and place as the parties hereto may agree (the “First Closing Date”). At the First Closing, each Seller will deliver to the Company share certificates representing the First Tranche Ordinary Shares and deliver electronically via DTC to the Company the First Tranche ADSs being sold by such Seller, against payment to such Seller of its portion of the Purchase Price as set forth on Schedule 1.01(a) hereto and in accordance with Section 1.02 of this Agreement.

(b) The closing of the purchase and sale of the Second Tranche Ordinary Shares and the Second Tranche ADSs (the “Second Closing”) will take place at 10:00 a.m. (Hong Kong time) on January 15, 2014 or, provided the Delay Notice is timely provided by the Company to the Sellers, January 31, 2014, at the offices of Paul, Weiss, Rifkind, Wharton &

Garrison of 12th Floor, The Hong Kong Club Building, No.3A Charter Road, Central, Hong Kong S.A.R., or at such other time, date and place as the parties hereto may agree (the “Second Closing Date”). At the Second Closing, each Seller will deliver to the Company share certificates representing the Second Tranche Ordinary Shares and deliver electronically via DTC to the Company the Second Tranche ADSs being sold by such Seller, against payment to such Seller of its portion of the Purchase Price as set forth on Schedule 1.01(b) hereto and in accordance with Section 1.02 of this Agreement.

SECTION II

REPRESENTATIONS AND WARRANTIES OF THE SELLERS

2.01 In order to induce the Company to purchase the Securities, each Seller represents and warrants, severally and not jointly, to the Company as follows on the date hereof, the First Closing Date and the Second Closing Date:

(a) 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 Securities being sold by such Seller and to enter into and perform its obligations under this Agreement.

(b) Authorization. The execution and delivery of this Agreement by such Seller and the consummation by such Seller of the transactions contemplated by this Agreement have been duly authorized by all necessary partnership or limited liability company (as applicable) 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 the date hereof, 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.

(c) 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 (i) violate any provision of such Seller’s organizational documents, as amended to date; (ii) 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; or (iii) 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.

(d) 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.

(e) Title to Securities. Such Seller owns, and has valid title to, the Securities being sold by such Seller to the Company free and clear of all all rights, liens, charges, encumbrances, guarantees, pledges, options, or other restrictions of any kind (“Liens”), other than restrictions imposed under applicable securities laws and restrictions created by the Company. Upon the Company’s payment to such Seller of its portion of the Purchase Price for its Securities, the Company will acquire valid title to such Securities free and clear of all Liens, other than restrictions imposed under applicable securities laws and restrictions created by the Company.

(f) Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to such Seller’s knowledge, threatened against or affecting, such 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, (ii) arbitration proceeding relating to such Seller, or (iii) governmental inquiry pending, or to such Seller’s knowledge threatened, against or affecting such Seller, any of which, if adversely determined, would invalidate or prevent the performance by such Seller of the transactions contemplated by this Agreement.

2.02 No Other Representations or Warranties. Except for the representations and warranties contained in Section 2.01, such Seller makes no express or implied representation or warranty to the Company.

SECTION III

REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE COMPANY

3.01 In order to induce the Sellers to sell the Securities, the Company represents and warrants to the Sellers as follows on the date hereof, the First Closing Date and the Second Closing Date:

(a) Existence and Good Standing. The Company is a corporation duly organized and validly existing under the laws of the Cayman Islands, and has full power and authority to acquire the Securities and to enter into and perform its obligations under this Agreement.

(b) Authorization. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action on the part of the Company. 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 the date hereof, is or will be necessary for the valid execution and delivery by the Company of this Agreement, or the consummation by the Company of the transactions contemplated by this Agreement.

(c) No Conflict with Other Instruments. Neither the execution and delivery by the Company of this Agreement, the consummation by the Company of the transactions contemplated by this Agreement, nor the compliance by the Company with the terms and conditions by this Agreement, will (i) violate any provision of the Company’s articles of association or by-laws, in each case as amended to date; (ii) 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 Company is bound; or (iii) 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 Company is a party or by which the Company is bound.

(d) Validity and Binding Effect. This Agreement has been duly and validly executed and delivered by the Company, and this Agreement constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability 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.

(e) Litigation. There is no (i) action, suit, claim, proceeding or investigation pending or, to the Company’s knowledge, threatened against or affecting, the Company, 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, (ii) arbitration proceeding relating to the Company, or (iii) governmental inquiry pending, or to the Company’s knowledge threatened, against or affecting the Company, any of which, if adversely determined, would invalidate or prevent the performance by the Company of the transactions contemplated by this Agreement.

(f) Registration Rights. The Board of Directors has not made any determination, and the Company is not aware of any action or development that could reasonably be expected to constitute a Valid Business Reason (as defined), under the Registration Rights Agreement, dated as of October 12, 2004, to which the Sellers and the Company are parties.

3.02 No Other Representations or Warranties. Except for the representations and warranties contained in Section 3.01, the Company makes no express or implied representation or warranty to the Sellers.

3.03 No Adjustments. The Company shall not, between the date hereof and the Second Closing Date, (a) take any action to adjust the number of Ordinary Shares

outstanding, by way of stock split, reverse stock split, stock combination, or other forms of recapitalization or reclassification, declare any stock dividend, or undertake any spin-off or other similar transaction, or (b) amend the number of Ordinary Shares represented by ADSs.

SECTION IV

MISCELLANEOUS

4.01 Survival. All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the closings of the transactions contemplated hereby for a period of 12 months after the Second Closing. All covenants and other agreements of the parties contained herein shall survive the execution and delivery of this Agreement and the closings 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 Company 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 the Company and the Sellers, and (ii) only in the specific instance and for the specific purpose for which made or given. Neither the Company nor the Sellers 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 news 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. Notwithstanding the foregoing, the Sellers may disclose this Agreement to its direct or indirect investors in connection with its periodic fund reporting obligations.

4.05 Governing Law. 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.

4.06 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.

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

	VIMICRO INTERNATIONAL CORPORATION

	By:	/s/ Zhonghan (John) Deng
		Name: Zhonghan (John) Deng
		Title: Chairman and Chief Executive Officer

	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, LP
	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 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: 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