United States Securities and Exchange Commission Washington, D.C

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, 2011 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: 000-34225 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) Richard Wu 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) 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 Ordinary shares, par value $0.0001 per share* The NASDAQ Stock Market LLC * Not for trading, but only in connection with the listing of the American depositary shares 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, 2011, 139,953,296 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). x 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 Standards as issued Other ¨ 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 1 PART I 3 ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 3 ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 3 ITEM 3. KEY INFORMATION 3 ITEM 4. INFORMATION ON THE COMPANY 24 ITEM 4A. UNRESOLVED STAFF COMMENTS 44 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 44 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 61 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 70 ITEM 8. FINANCIAL INFORMATION 73 ITEM 9. THE OFFER AND LISTING 73 ITEM 10. ADDITIONAL INFORMATION 74 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 85 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 85 PART II 87 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 87 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 87 ITEM 15. CONTROLS AND PROCEDURES 87 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 89 ITEM 16B. CODE OF ETHICS 89 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 90 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 90 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 90 ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT 90 ITEM 16G. CORPORATE GOVERNANCE 90 ITEM 16H. MINE SAFETY DISCLOSURE 91 PART III 91 ITEM 17. FINANCIAL STATEMENTS 91 ITEM 18. FINANCIAL STATEMENTS 91 ITEM 19. EXHIBITS 91 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, • “Viewtel” are to Viewtel Corporation, a company in which Vimicro China holds a 100% equity interest; • “Vimicro Beijing” are to Vimicro Electronic Technology Corporation, Vimicro China’s wholly-owned subsidiary in Beijing, China; • “Vimicro China” are to Vimicro Corporation, our wholly-owned subsidiary in China; • “Vimicro Guiyang” are to Vimicro Guiyang Corporation, a company incorporated in Guiyang, China in January 2012, in which Vimicro Tianjin holds a 100% equity interest; • “Vimicro Hong Kong” are to Vimicro Electronics International Limited, Vimicro China’s wholly-owned subsidiary in Hong Kong; • “Vimicro Jiangsu” are to Jiangsu Vimicro Electronics Corporation, Vimicro Beijing’s wholly-owned subsidiary; • “Vimicro Qingdao” are to Qingdao Vimicro Corporation, a company incorporated in Qingdao, China, in which Vimicro China effectively holds a 19.44% equity interest; • “Vimicro Shanghai” are to Vimicro High-Tech Corporation, our wholly-owned subsidiary in Shanghai, China; • “Vimicro Shenzhen” are to Vimicro Technology Corporation, our wholly-owned subsidiary in Shenzhen, China; • “Vimicro Sky-Vision” are to Vimicro Sky-Vision Technology Corporation, a company incorporated in Beijing, China, as our variable interest entity, or VIE; • “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; and • “Visiondigi” are to Shanghai Visiondigi Technology Co. Ltd., a subsidiary incorporated in Shanghai, China, in which Vimicro China holds a 53.26% equity interest. 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 $0.0001 per share; • “RMB” and Renminbi are to the legal currency of China; and • “U.S. dollars,” “$,” 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, 2009, 2010 and 2011, and as of December 31, 2010 and 2011. This annual report contains translations of certain Renminbi amounts into U.S. dollars at the rate of RMB6.2939 to $1.00, the noon buying rate in effect on December 30, 2011 in New York City for cable transfers of Renminbi as certified for customs purposes by the H.10 weekly statistical release of the Federal Reserve Board. We make no representation that the Renminbi or U.S. dollar amounts referred to in this annual report could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Future movements in exchange rates between the U.S. dollar and the RMB may have a material adverse effect on your investment.” On May 4, 2012, the noon buying rate was RMB6,3059 to $1.00. We and certain shareholders of the company completed our 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.” 1 Table of Contents GLOSSARY OF TECHNICAL TERMS 3G third generation wireless network.

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