Exhibit 4.28


 


English Summary of “Customized Property
Alteration Entrustment Agreement


Vimicro-Xuzhuang Science and Technology Headquarters
Project”


 


This Agreement is entered
into by and between Jiangsu Vimicro Electronics Corporation (“Party A”), Administrative Committee of Nanjing Xuzhuang
Software Industry Base (“Party B”) and Jiangsu Newcom Optical & Electrical Communication Co., Ltd. (“Party
C”) on January 19th, 2015. The Parties hereby reach the following terms on related matters of Customized Property:


 


Preconditions of Customized
Property Alteration


 


1. Party C shall meet Party B’s requirements
for being a leading industry and shall perform independent accounting of the relevant enterprise entity within the scope of Party
B’s jurisdiction. Party C shall not, without Party B’s prior consent, at its own accord, its business scope after entry
into Xuzhuang Software Park (the “Park”).. Party C shall comply with all laws and regulations of the People’s
Republic of China as well as all rules and regulations of the Park.


 


2. Party A must provide relevant documents
including land design, planning and construction drawings of the project land. Upon Party C’s written consent, Party A can
modify or change the abovementioned documents, or Party C shall be entitled to refuse acceptance and accept the Property.


 


3. Party A promises to have obtained relevant
legal qualifications, right of transfer dividing land and other rights to guarantee that it has the right to conduct this transfer
and that Party C’s purchased property can obtain Housing Ownership Certificate and State-owned Land Use Right Certificate
owned to Party C and go through corresponding registration of transfer ownership.


 


Content of Customized
Property Alteration


 


4. Basic Information about and Price for Customized
Property:


The Property is located in Building 1, Vimicro-Xuzhuang
Industry Base, 5th R & D Area, Xuzhuang Software Park, Xuanwu District, Nanjing, with the price totaling RMB 43.15304
million.


 


5. Method and Timing of Payment 


Within certain time limit of signing of this
Agreement, completion of the underground works, completion of the main structure, obtaining of individual acceptance including
fire fighting and Final Acceptance Form, completion of the project as well as issuance and delivery of property ownership certificate
in the name of Party A, and completion of transfer of the Property and obtaining of Housing Ownership Certificate and Land Certificate
without other right limit Party C shall pay payment to the account which is jointly supervised and managed by Party A and Party
B by six phases.


 






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6. The latest Delivery Date of the Property
shall be before February 2016, and Party A has obtained individual acceptance including fire fighting and Final Acceptance Form.
If Party C fails to pay the agreed payments on time according to this Agreement, Party C shall pay 0.05% of the total amount payable
for each day to the other Party as liquidated damages. If Party A fails to deliver the Property on time in accordance with this
Agreement, and/or fails to deliver the Property in accordance with delivery standards specified in this Agreement, Party A shall
pay Party C 0.05% of the total price of the Property as liquidated damages starting from the first day of the next month after
the delivery date.


 


7. The Property shall be specially used for
offices, software R&D, system integration, animation design, electronic and communications equipment products R&D and production,
corporate headquarters and related application services, technical services and supporting services. This covenant is a major condition
of this Agreement and Party C shall not change the usage.


 


Property Delivery


 


8. The Parties shall deliver the Property in
accordance with standards and time of notice agreed in this Agreement. If Party B has no good reasons to refuse to accept the Property,
property delivery shall be deemed to complete upon the date in Party A’s written notice. All risks and relevant expenses
shall be borne by Party C after delivery of the Property. From the delivery date of the Property, Party A shall be responsible
for construction quality and repair of the Property.


 


9. Party A shall be responsible for going through
Housing Ownership Certificate and State-owned Land Use Right Certificate for Party C, and Party B shall provide support, Party
A and Party C shall bear their respective expenses in accordance with national regulations. While handing the transfer, if the
property price agreed in this Agreement is lower than the minimum tax price determined by competent authority, the extra taxes
arising therefrom shall be borne by Party A.


 


Special Covenants


 


10. Party C shall, within three months after
going through Housing Ownership Certificate of the Property under this Agreement, change the registered addresses of Party C and
its affiliates, and shall complete transformation of tax relations within one year after going through Housing Ownership Certificate.
Party C shall complete the decorations and put it into use for office within certain time after delivery of the property.


 




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Restrictions on Property
Transfer


 


11. If Party C has obtained property-related
certificates and sends a written notice to Party B three month in advance, Party C can transfer research and development buildings
to the third party meeting the positioning of Xuzhuang Industry Base and the admission conditions of the same. Party B guarantees
to issue written consent documents within fifteen days from the day Party C notifies Party B the qualified buyer with a written
notice, and shall not refuse to issue written consent documents to Party C with any reasons not specified in this Agreement. Or
Party B shall be deemed to agree to repurchase the Property in accordance with the qualified buyer’s conditions and price.


 


12. The property shall not be transferred without
the property ownership certificate. If Party C transfers the property without authorization, Party A and Party B have the right
to terminate this Agreement.


 


Liabilities for Breach
of Agreement


 


13. If Party C delays payment for the Property
beyond a certain time limit or fails to pay payments on time for two successive times, Party A shall be entitled to terminate this
Agreement, and require Party C to pay Party A liquidated damages, not exceeding 20% of the amount specified in this Agreement.


 


14. Party C has the right to terminate this
Agreement in case of the following circumstances, and require Party A to pay Party C 20% of the amount specified in this Agreement
as liquidated damages:


The first acceptance
upon completion of the Property has been proved to be unqualified, and after rectification, it still fails to get through acceptance
of completed project;


Party A fails to deliver
the Property in accordance with delivery date and delivery standards specified in this Agreement and fails to deliver within certain
time limit of the delivery date;


The Property delivered
by Party A is identified by nationally recognized agencies to have structural quality problems that affect normal use of the Property;


Party A fails to go through
transfer registration procedures of Housing Ownership Certificate and State-owned Land Use Right Certificate in accordance with
this Agreement within three months after the next month of the specified delivery date;


The error between the
specified floorage of the Property herein and the measured area is more than 3% or less than -3%.


 




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15. If this Agreement cannot be fulfilled as
a result of the provisions of existing laws or policies, or laws or policies which come into existence after the date of this Agreement,
or due to force majeure, this Agreement shall automatically be terminated. None of the three parties shall be liable for breach
of contract and shall act according to the terms set out in this Agreement.


 


16. If Party
C terminates the Agreement as a result of non-Party C’s default, Party A shall pay compensation to Party C for cost incurred
in the decorations already carried out in addition to other liquidated damages and/or compensation specified in this Agreement.
If Party A terminates this Agreement as a result of Party C’s default, Party A shall not compensate
Party C for any payments already made towards decorating the Property. If Party A pay decoration subsidies to Party C, Party C
will not return it.


 


Miscellaneous


 


17. If there is any conflict that arises out
of the performance of this Agreement, the three Parties shall seek a settlement through friendly negotiations. If they fail to
reach an agreement, any either Party may file a lawsuit in the People’s Court where the Property is located.


 






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