34,788,252 Shares VIMICRO INTERNATIONAL CORPORATION ORDINARY SHARES, PAR VALUE US$0.0001 PER SHARE in the form of American Depositary Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 10th, 2005 • Vimicro International CORP • Semiconductors & related devices • New York
The undersigned understands that Morgan Stanley Dean Witter (Asia) Limited (“Morgan Stanley”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Vimicro International Corporation, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Morgan Stanley (the “Underwriters”), of that certain number of ordinary shares (the “Shares”) par value US$0.0001 per share of the Company (the “Ordinary Shares”) in the form of American Depositary Shares.
