VIMICRO INTERNATIONAL CORPORATION (Exact Name of Registrant As Specified in Its Charter) N/A (Translation of Registrant’S Name Into English)
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Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F (Mark One) ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . OR ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 000-51606 VIMICRO INTERNATIONAL CORPORATION (Exact Name of Registrant as Specified in Its Charter) N/A (Translation of Registrant’s Name into English) Cayman Islands (Jurisdiction of Incorporation or Organization) 15/F Shining Tower No. 35 Xueyuan Road, Haidian District Beijing 100191, People’s Republic of China (Address of Principal Executive Offices) Shuhua (Yvonne) Yang Vimicro International Corporation 15/F Shining Tower No. 35 Xueyuan Road, Haidian District Beijing 100191, People’s Republic of China Phone: (8610) 6894-8888 Facsimile: (8610) 6894-4075 (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Table of Contents Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on which Registered American depositary shares, each The NASDAQ Stock Market LLC representing four ordinary shares, par value $0.0001 per share Securities registered or to be registered pursuant to Section 12(g) of the Act. None (Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None (Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2010, 147,135,996 ordinary shares were outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨ Yes x No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: US GAAP x International Financial Reporting Other ¨ Standards as issued by the International Accounting Standards Board ¨ If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. ¨ Item 17 ¨ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ¨ Yes ¨ No Table of Contents TABLE OF CONTENTS Page INTRODUCTION 2 PART I 6 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 6 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 6 ITEM 3. KEY INFORMATION 6 ITEM 4. INFORMATION ON THE COMPANY 28 ITEM 4A. UNRESOLVED STAFF COMMENTS 52 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 52 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 69 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 81 ITEM 8. FINANCIAL INFORMATION 84 ITEM 9. THE OFFER AND LISTING 84 ITEM 10. ADDITIONAL INFORMATION 85 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 96 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 97 PART II 98 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 98 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 98 ITEM 15. CONTROLS AND PROCEDURES 99 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 101 ITEM 16B. CODE OF ETHICS 101 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 101 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 101 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 102 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 102 ITEM 16G. CORPORATE GOVERNANCE 102 PART III 102 ITEM 17. FINANCIAL STATEMENTS 102 ITEM 18. FINANCIAL STATEMENTS 102 ITEM 19. EXHIBITS 102 1 Table of Contents INTRODUCTION Unless otherwise indicated, “we,” “us,” “our company,” “our,” and “Vimicro” refer to Vimicro International Corporation, its predecessor entities and subsidiaries. Unless otherwise indicated, references in this annual report on Form 20-F to, • “Vimicro China” are to Vimicro Corporation, our wholly owned subsidiary in China; • “Vimicro Shenzhen” are to Vimicro Technology Corporation, our wholly owned subsidiary in Shenzhen, China; • “Vimicro Hong Kong” are to Vimicro Electronics International Limited, Vimicro China’s wholly owned subsidiary in Hong Kong; • “Vimicro Shanghai” are to Vimicro High-Tech Corporation, our wholly owned subsidiary in Shanghai, China; • “Vimicro Beijing” are to Vimicro Electronic Technology Corporation, Vimicro China’s wholly owned subsidiary in Beijing, China; • “Vimicro Jiangsu” are to Jiangsu Vimicro Electronics Corporation, a wholly owned subsidiary of Vimicro Beijing; • “Vimicro Tianjin” are to Vimicro Electronics Corporation, a company incorporated in Tianjin, China, in which Vimicro China holds a 49.99% equity interest; • “Vimicro Wuxi” are to Wuxi Vimicro Corporation, a company incorporated in Wuxi, China, in which Vimicro China holds a 5% equity interest; • “Visiondigi” are to Shanghai Visiondigi Technology Co. Ltd., a joint venture established in Shanghai, China, in which Vimicro China holds a 53.26% equity interest; and • “Vimicro Sky-Vision” are to Vimicro Sky-Vision Technology Corporation, a company incorporated in Beijing, China, as our variable interest entity, or VIE. In addition, references in this annual report on Form 20-F to, • “ADRs” are to the American depositary receipts that evidence our ADSs; • “ADSs” are to our American depositary shares, each of which represents four ordinary shares; • “China” or the “PRC” are to the People’s Republic of China, excluding, for the purpose of this annual report on Form 20-F only, Hong Kong, Macau and Taiwan; • “ordinary shares” are to our ordinary shares, par value $0.0001 per share; • “RMB” are to the legal currency of China; and • “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States. This annual report on Form 20-F includes our audited consolidated financial statements for the years ended December 31, 2008, 2009 and 2010, and as of December 31, 2009 and 2010. We and certain shareholders of our company completed the initial public offering of 8,697,063 ADSs, each representing four of our ordinary shares on November 18, 2005. On November 15, 2005, we listed our ADSs on the NASDAQ Global Market under the symbol “VIMC.” 2 Table of Contents GLOSSARY OF TECHNICAL TERMS 2G second generation wireless network. 3G third generation wireless network. AAC Advanced Audio Coding, a standardized lossy compression and encoding scheme for digital audio. AAC plus High-Efficiency Advanced Audio Coding. AMR codec Adaptive Multi Rate, an audio recording file format for certain mobile phones. The AMR codec encodes narrowband (200-3400 Hz) signals at variable bit rates ranging from 4.75 to 12.2 kbps with toll quality speech starting at 7.4 kbps. ARM926EJ a processor enables single processor solutions for microcontroller, DSP and Java applications. CMMB China Mobile Multimedia Broadcasting, a mobile television and multimedia standard developed and specified in China by the State Administration of Radio, Film, and Television (SARFT). CMOS Complementary Metal Oxide Semiconductor, a technology for constructing integrated circuits. D1 one of the following video resolutions for TV specification: (i) 704x576 (TV PAL), (ii) 704x480 (TV NTSC), (iii) 720x576 (DVD- Video PAL) and (iv) 720x480 (DVD-Video NTSC). DSP digital signal processing, which is concerned with the representation of discrete time signals by a sequence of numbers or symbols and the processing of these signals. DVR digital video recorder, a consumer electronics device or application software that records video in a digital format to a disk drive, USB flash drive, SD memory card or other local or networked mass storage device. DVS digital video server, a computer based device (also called a “host”) dedicated to delivering analog video signals. fab or foundry a semiconductor fabrication facility.