Registrant's Specimen Certificate for Ordinary Shares



 Exhibit 4.2 
  


					
	Name of Company:	 	VIMICRO INTERNATIONAL CORPORATION
	Vimicro International Corporation	 	(Incorporated under the laws of the Cayman Islands)
	 	 	Number	 	Ordinary Shares
	 	 	[        ]	 	-[            ]-
	 Number:
	 	US$50,000 Share Capital divided into
	 [    ]
	 	484,352,868 Ordinary Shares of a par value of US$0.0001 each and
	 	 	15,647,132 Series A Convertible Preferred Shares of a par value of US$0.0001 each
		
	 Ordinary Shares:
	 	THIS IS TO CERTIFY
THAT---------[                                      
  ]----------is the registered holder
	 [            ]
	 	 
	 	 	of----------[                                     
                                        
       ]---------Ordinary Shares in the
		
	 Issued to:
	 	 
	 [                                       
         ]
	 	above-named Company subject to the memorandum and articles of association thereof.
	 	 	 
	 	 	EXECUTED for and on behalf of the Company on
                                        
2005.
		
	 Dated
	 	 
	[share transfer letter dd 2005]	 	 
	 	 	DIRECTOR                                     
                                        
       
	 	 	 
	Transferred from:	 	THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY FOREIGN JURISDICTION. THE SECURITIES MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
AND APPLICABLE STATE AND FOREIGN SECURITIES LAWS OR UPON DELIVERY OF AN OPINION FROM COUNSEL REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE OR TRANSFER IS MADE PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
SUCH ACT AND SUCH LAWS.
	 	 	 
	 	 	THE SALE, ASSIGNMENT, HYPOTHECATION, PLEDGE, ENCUMBRANCE OR OTHER DISPOSITION (EACH A “TRANSFER”) AND VOTING OF ANY OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE RESTRICTED BY THE TERMS OF THE SHAREHOLDERS AGREEMENT, DATED 12 OCTOBER, 2004, AMONG THE COMPANY AND THE SHAREHOLDERS NAMED THEREIN, A COPY OF WHICH MAY BE INSPECTED AT THE COMPANY’S PRINCIPAL OFFICE. THE COMPANY WILL NOT
REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE SHAREHOLDERS AGREEMENT.

  
  
  
  









 Exhibit 4.2 
  


					
	 	 	 TRANSFER

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	I
                                        
                                        
                        (the Transferor) for the value received
	 	 	 
	 	 	DO HEREBY transfer to
                                        
                                        
                            (the Transferee) the
	 	 	 
	 	 	                                       
                                        
                                        
     shares standing in my name in the
	 	 	 
	 	 	 undertaking called

	 	 	 
	 	 	To hold the same unto the Transferee
	 	 	 
	 	 	 
	 	 	 
	 	 	Dated
	 	 	 
	 	 	 
	 	 	Signed by the Transferor
	 	 	 
	 	 	 in the presence of:

	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	                                      
                                      
 
 Witness
	 	                                      
                                      
 
 Transferor