UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 6)*

 

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. This Amendment No. 6 to Schedule 13G is deemed to amend the Schedule 13G filed with the Securities and Exchange Commission on February 10, 2012.

 

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)


Zhonghan Deng

 


2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       x      (b)       ¨     


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

0

 


6

SHARED VOTING POWER

13,179,966 ordinary shares



7


SOLE DISPOSITIVE POWER

0

 


8

SHARED DISPOSITIVE POWER

13,179,966 ordinary shares

 


9


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

13,179,966 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

10.87 %    


12 
TYPE OF REPORTING PERSON*                                                                                           IN

 

2
 

 

CUSIP NO. G9366M103 Schedule 13 G  

  

   1

   NAME OF REPORTING PERSON

 

   Vimicro Beijing 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)       x     (b) ¨    

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

0

 


6

 

SHARED VOTING POWER

8,513,192 ordinary shares

 


7

 

SOLE DISPOSITIVE POWER

0

 


8

 

SHARED DISPOSITIVE POWER

8,513,192 ordinary shares

 

9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

8,513,192 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

                                                                                                                                                    7.30%


12 		  
   TYPE OF REPORTING PERSON*                                                                                          CO

  

3
 

 

CUSIP NO. G9366M103 Schedule 13 G  

 

1

NAME OF REPORTING PERSON

The Golden Hill International Trust

 

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

2


CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)       x    (b) ¨

3
SEC USE ONLY
4


CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

 

NUMBER OF

 

SHARES

 

BENEFICIALLY

 

OWNED BY EACH

 

REPORTING

 

PERSON

 

WITH

 


5

 

SOLE VOTING POWER

0


6

SHARED VOTING POWER

8,513,192 ordinary shares



7

SOLE DISPOSITIVE POWER

0

 


8

SHARED DISPOSITIVE POWER

8,513,192 ordinary shares

 


9


AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON

 

8,513,192 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

                                                                                                                                             7.30%


12 		 
 TYPE OF REPORTING PERSON*                                                                                    OO

 

4
 

 

CUSIP NO. G9366M103 Schedule 13 G  

 

1

 

NAME OF REPORTING PERSON

 

HSBC International Trustee Limited (as trustee for The Golden Hill International Trust and other trusts which ultimately own ordinary shares of the Issuer)

 

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

 

2

 

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)      x      (b) ¨    

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

0

 


6

 

SHARED VOTING POWER

8,513,192 ordinary shares

 


7

 

SOLE DISPOSITIVE POWER

0

 


8

 

SHARED DISPOSITIVE POWER

8,513,192 ordinary shares

 


9

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

 

8,513,192 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

 

                                                                                                                7.30%


12
  TYPE OF REPORTING PERSON*                                                                                    CO

 

5
 

 

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:

(i) Zhonghan Deng
(ii) Vimicro Beijing Corporation (the “Record Holder”)
(iii) The Golden Hill International Trust (the “Trust”)
(iv) HSBC International Trustee Limited (the “Trustee”) (as trustee for the Trust which ultimately owns ordinary shares of the Issuer)

 

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

 

The address of the Record Holder and Dr. Zhonghan Deng:

 

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

People’s Republic of China

 

The address of the Trust is:

 

P.O. Box 71

Craigmuir Chambers

Road Town, Tortola

British Virgin Islands

 

The address of the Trustee is:

 

21 Collyer Quay #19-01 HSBC Building, Singapore 049320

 

ITEM 2(c) CITIZENSHIP:

Dr. Zhonghan Deng is a citizen of the People’s Republic of China.
Record Holder is a British Virgin Islands corporation.
Trust is an entity established under the laws of the Cayman Islands.
Trustee is a British Virgin Islands corporation.

 

6
 

 

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

Ordinary Shares

 

ITEM 2(e). CUSIP NUMBER:

 

G9366M103

 

ITEM 3. Not Applicable

 

7
 

 

ITEM 4. OWNERSHIP:

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

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: 		 
  Dr. Zhonghan Deng     13,179,966       10.87 %     0       13,179,966       0       13,179,966  
Vimicro Beijing Corporation     8,513,192       7.30 %     0       8,513,192       0       8,513,192  
The Golden Hill International Trust           8,513,192       7.30 %     0       8,513,192       0       8,513,192  
HSBC International Trustee Limited (as trustee for The Golden Hill International Trust and other trusts which ultimately own ordinary shares of the Issuer)     8,513,192       7.30 %     0       8,513,192       0       8,513,192  

 

The Record Holder is the record owner of 8,513,192 ordinary shares of the Issuer (including 15,000 American Depositary Shares, equivalent to 60,000 ordinary shares). Dr. Zhonghan Deng is the sole director of the Record Holder. The Record Holder is ultimately wholly owned by the Trust, of which the Trustee acts as the trustee. Dr. Zhonghan Deng, the Record Holder, the Trust and the Trustee may be deemed to be a group as defined in Rule 13d-5(b) under the Securities Exchange Act of 1934, and each member of such group may be deemed to beneficially own all shares of ordinary shares beneficially owned by other members constituting such group. However, each of Dr. Zhonghan Deng, the Record Holder and the Trust disclaims beneficial ownership of the shares beneficially owned by the Trustee other than the 8,513,192 ordinary shares.

 

Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, Mr. Zhonghan Deng may be deemed to be the beneficial owner of 4,666,774 ordinary shares issuable upon the exercise of vested options within 60 days after the date of filing this amended Schedule 13G with the Securities and Exchange Commission.

 

8
 

 

All ordinary shares reported herein by the Trustee are beneficially owned by the Trustee solely in its capacity as trustee of the Trust. Trustee acts as the trustee of the Trust, beneficially own a total of 8,513,192 ordinary shares of the Issuer (including 15,000 American Depositary Shares, equivalent to 60,000 ordinary shares).

 

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

 

9
 

 

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 8, 2013

 

 
   
Zhonghan Deng  
  Zhonghan Deng
   
 
   
Vimicro Beijing Corporation By:  
  Name: Zhonghan Deng
  Title: Director
   
The Golden Hill International Trust For and on behalf of HSBC International Trustee Limited as Trustee of The Golden Hill International Trust
   
  By: /s/ Susan Chung
  Name: Susan Chung
  Title:  Authorized Signatory
   
  By: /s/ Ivy Choa
  Name: Ivy Choa
  Title:  Authorized Signatory
   
HSBC International Trustee Limited By: /s/ Susan Chung 
  Name: Susan Chung
  Title:  Authorized Signatory
   
  By: /s/ Ivy Choa
  Name: Ivy Choa
  Title:  Authorized Signatory

  

10

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