0001144204-13-012323.txt : 20130301 0001144204-13-012323.hdr.sgml : 20130301 20130301141222 ACCESSION NUMBER: 0001144204-13-012323 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130301 DATE AS OF CHANGE: 20130301 GROUP MEMBERS: VIMICRO SHENZHEN CORP FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JIN ZHAOWEI CENTRAL INDEX KEY: 0001570713 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: 16/F SHINING TOWER NO. 35 XUEYUAN ROAD STREET 2: HIADIAN DISTRICT CITY: BEJING STATE: F4 ZIP: 100191 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-81172 FILM NUMBER: 13656383 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 SC 13G 1 v334505_sc13g.htm SCHEDULE 13G

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. )*

 

Vimicro International Corporation

(Name of Issuer)

 

Ordinary Shares

(Title of Class of Securities)

 

G9366M103

(CUSIP Number)

 

December 31, 2012

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

¨ Rule 13d-1(c)

 

x Rule 13d-1(d)

 

*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).

 

(Continued on following pages)

 
 

 


CUSIP NO. G9366M103
Schedule 13 G  

  

 

1

NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

Zhaowei Jin

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a) ¨ (b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

 

  

NUMBER OF

 SHARES 

BENEFICIALLY 

OWNED BY EACH 

REPORTING 

PERSON 

WITH

 

5 SOLE VOTING POWER
7,218,243 ordinary shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
7,218,243 ordinary shares
8 SHARED DISPOSITIVE POWER
0
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

7,218,243 ordinary shares

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

6.19%

12 TYPE OF REPORTING PERSON* IN
       
 
 

 


CUSIP NO. G9366M103
Schedule 13 G  

 

 


1

NAME OF REPORTING PERSON

 

Vimicro Shenzhen Corporation

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) N/A

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*


(a) ¨ (b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

 

  

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY EACH 

REPORTING 

PERSON 

WITH

 

5 SOLE VOTING POWER
3,391,851 ordinary shares
6 SHARED VOTING POWER
0
7 SOLE DISPOSITIVE POWER
3,391,851 ordinary shares
8 SHARED DISPOSITIVE POWER
0
9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

3,391,851 ordinary shares

 

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9)
EXCLUDES CERTAIN SHARES* ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 


2.91%

12 TYPE OF REPORTING PERSON* CO
       

 

 
 

 

ITEM 1(a). NAME OF ISSUER:

 

Vimicro International Corporation (the “Issuer”)

 

ITEM 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

15/F Shining Tower, No. 35 Xueyuan Road, Haidian District, Beijing 100083,

People’s Republic of China

 

ITEM 2(a). NAME OF PERSON FILING:

 

Zhaowei Jin

Vimicro Shenzhen Corporation (the “Record Holder”)

 

ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

 

For all filers:

 

15/F Shining Tower, No. 35 Xueyuan Road

Haidian District, Beijing 100083

People’s Republic of China.

 

ITEM 2(c) CITIZENSHIP:

 

Zhaowei Jin is a citizen of the People’s Republic of China.

The Record Holder is a British Virgin Islands corporation

 

ITEM 2(d). TITLE OF CLASS OF SECURITIES:

 

Ordinary Shares

 

ITEM 2(e). CUSIP NUMBER:

 

G9366M103

 

ITEM 3. Not Applicable

 
 

 

ITEM 4. OWNERSHIP:

 

Reporting Person 

Amount

beneficially

owned:

  

Percent

of class:

  

Sole

power to

vote or

direct
the vote:

  

Shared

power to

vote or to

direct

the vote:

  

Sole

power to

dispose or to

direct the

disposition of:

  

Shared

power to

dispose or to

direct the

disposition of:

 
                         
Zhaowei Jin    7,218,243    6.19%   7,218,243    0    7,218,243    0 
Vimicro Shenzhen Corporation        3,391,851    2.91%   3,391,851    0    3,391,851    0 

 

The Record Holder is the record owner of 3,391,851 ordinary shares of the Issuer. Zhaowei Jin is the sole director and shareholder of the Record Holder and may be deemed to be the beneficial owner of the ordinary shares held by the Record Holder. Zhaowei Jin is the record owner of 234,240 ordinary shares as vested restricted shares granted under Employee Stock Incentive Plan.

 

Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Jin may be deemed to be the beneficial owner of 3,592,152 ordinary shares issuable upon the exercise of vested options within 60 days after the date of filing this schedule 13G.

 

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:

 

 

Not applicable

 

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:

 

Not applicable

 

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:

 

Not applicable

 

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:

 

Not applicable

 

ITEM 9. NOTICE OF DISSOLUTION OF GROUP:

 

Not applicable

 

ITEM 10. CERTIFICATION:

 

Not applicable

 
 

SIGNATURE 

 

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: February 28, 2013  
   
Zhaowei Jin /s/ Zhaowei Jin
  Zhaowei Jin
   
Vimicro Shenzhen Corporation By: /s/ Zhaowei Jin
  Name: Zhaowei Jin
  Title: Director