中星微宣布股东表决批准私有化交易

北京, 2015年12月15日星期二--中星微电子(NASDAQ: VIMC)(“中星微”或“公司”),一家纳斯达克上市的安防技术和解决方案提供商,今天宣布在今天召开特别股东大会上,公司股东表决通过授权批准此前公布的由公司与Vimicro China (Parent) Limited (“母公司”)和Vimicro China Acquisition Limited (“合并子公司”)于2015年9月15日签署的协议和合并计划(“合并协议”,于2015年11月3日修订)、须提交开曼群岛公司注册处登记的合并子公司与公司的合并计划(“合并计划”),以及包括合并(定义见下文)在内的合并协议下的所有交易。根据合并协议,合并子公司将并入中星微(“合并”),中星微将由母公司全资控股并继续存续。
合并完成后,母公司将由公司创始人、董事会主席兼首席执行官邓中翰院士,公司董事兼联合首席执行官金兆玮先生,杨晓东博士以及昝圣达先生最终实益拥有。
在今天的特别股东大会上,约58.93%的公司全部有投票权的流通普通股(包括公司美国存托股票(“ADS”)所代表的普通股)通过股东亲自或以委托形式投票。在股东亲自或以委托形式投票所代表的投票权中,约有98.57%于会议上赞成对合并协议和合并计划,以及包括合并在内的合并协议下的所有交易的授权和批准。授权和批准合并要求在特别股东大会上有三分之二多数的通过股东亲自或以委托形式投票所代表的投票权投赞成票。
合并的完成取决于合并协议规定的条件的达成或豁免,各方目前预期将在可行范围内尽快完成合并。如合并完成,公司将成为一家私有公司,并且其ADS将不再在纳斯达克全球市场挂牌交易。

(本文内容以中星微电子发布的英文新闻稿件为准)

About Vimicro International Corporation

Vimicro International Corporation (NASDAQ: VIMC) is a leading video surveillance technology and solution provider that designs, develops and markets a full range of video surveillance products and solutions to governments, private enterprises, and consumers in China. Vimicro co-developed SVAC (Surveillance Video and Audio Coding), the national video surveillance technological standard, which demonstrates its unique strengths in proprietary multimedia IC technology, making it a leader in China's fast-growing security and surveillance market. Vimicro is headquartered in Beijing, China and has subsidiaries and offices throughout China and in Silicon Valley. Vimicro's ADSs each represent four ordinary shares and are traded on the NASDAQ Global Market exchange under the ticker symbol "VIMC".

Forward-Looking Statements

This announcement contains forward-looking statements. These statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. Among other things, the quotations from management in this announcement, as well as Vimicro's expectations and forecasts, contain forward-looking statements. Vimicro may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on Forms 20-F and 6-K, etc., in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about Vimicro's beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company's ability to increase its sales of PC camera processors, as well as video surveillance products; the expected growth of the video surveillance market; the Company's ability to retain existing customers and acquire new customers and respond to competitive market conditions; the Company's ability to respond in a timely manner to the evolving market and changing consumer preferences and industry standards and to stay abreast of technological changes; the Company's ability to secure sufficient foundry capacity in a timely manner; the Company's ability to effectively protect its intellectual property and the risk that it may infringe on the intellectual property of others; and cyclicality of the semiconductor industry and fluctuations in the markets in which the Company competes. Further information regarding these and other risks is included in Vimicro's annual report on Form 20-F filed with the Securities and Exchange Commission. Vimicro does not undertake any obligation to update any forward-looking statement, except as required under applicable law. All information provided in this press release is as of the date hereof, and Vimicro undertakes no duty to update such information, except as required under applicable law.

Contact:

Vimicro International Corporation
Investor Relations
Phone: +86-10-5884-8898
E-mail: ir@vimicro.com

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