XUE [Xueda Education] 20-F: (Original Filing)

[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 133,505,836 Ordinary Shares o Yes x No o Yes x No x Yes o No o Yes o No Large accelerated filer o Accelerated filer x Non-accelerated filer o U.S.] [Beijing Weland International Education and Technology Corp. Share Transfer Framework Agreement Among Zhang Tian Xu Heng Beijing Xueda Information Technology Co., Ltd. Chen Li and Song Junbo March 30, 2012 1 TABLE OF CONTENT SECTION 1 DEFINITION 4 SECTION 2 FUNDAMENTAL TRANSACTION ARRANGEMENT 5 SECTION 3 SHARE TRANSFER AND PAYMENT ARRANGEMENT RELATED TO SHARE TRANSFER 5 SECTION 4 HANDOVER 7] [List of Subsidiaries Name Jurisdiction of Incorporation Wholly-Owned Subsidiaries China Xueda Corporation Limited Hong Kong Xuecheng Century (Beijing) Information Technology Co., Ltd. China Beijing Xueda Education & Training Consulting Co., Ltd. China Consolidated Affiliated Entities Beijing Xueda Information Technology Co., Ltd. China EX-8.1 3 a12-6680_1ex8d1.htm EX-8.1] [Certification by the Chief Executive Officer I, Xin Jin, certify that: 1. I have reviewed this annual report on Form 20-F of Xueda Education Group; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, Junfeng Gao, certify that: 1. I have reviewed this annual report on Form 20-F of Xueda Education Group; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 6 a12-6680_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 7 a12-6680_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-171434 on Form S-8 of our reports dated April 27, 2012, relating to the consolidated financial statements of Xueda Education Group, its subsidiaries, its variable interest entity (the “VIE”) and its VIE’s subsidiaries (collectively, the “Group”), and the effectiveness of the]

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XUE [Xueda Education] 20-F: None Indicate the number of outstanding shares of

[None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 133,505,836 Ordinary Shares o Yes x No o Yes x No x Yes o No o Yes o No Large accelerated filer o Accelerated filer x Non-accelerated filer o U.S.] [Beijing Weland International Education and Technology Corp. Share Transfer Framework Agreement Among Zhang Tian Xu Heng Beijing Xueda Information Technology Co., Ltd. Chen Li and Song Junbo March 30, 2012 1 TABLE OF CONTENT SECTION 1 DEFINITION 4 SECTION 2 FUNDAMENTAL TRANSACTION ARRANGEMENT 5 SECTION 3 SHARE TRANSFER AND PAYMENT ARRANGEMENT RELATED TO SHARE TRANSFER 5 SECTION 4 HANDOVER 7] [List of Subsidiaries Name Jurisdiction of Incorporation Wholly-Owned Subsidiaries China Xueda Corporation Limited Hong Kong Xuecheng Century (Beijing) Information Technology Co., Ltd. China Beijing Xueda Education & Training Consulting Co., Ltd. China Consolidated Affiliated Entities Beijing Xueda Information Technology Co., Ltd. China EX-8.1 3 a12-6680_1ex8d1.htm EX-8.1] [Certification by the Chief Executive Officer I, Xin Jin, certify that: 1. I have reviewed this annual report on Form 20-F of Xueda Education Group; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Financial Officer I, Junfeng Gao, certify that: 1. I have reviewed this annual report on Form 20-F of Xueda Education Group; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the] [Certification by the Chief Executive Officer (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.1 6 a12-6680_1ex13d1.htm EX-13.1] [Certification by the Chief Financial Officer (b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. EX-13.2 7 a12-6680_1ex13d2.htm EX-13.2] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement No. 333-171434 on Form S-8 of our reports dated April 27, 2012, relating to the consolidated financial statements of Xueda Education Group, its subsidiaries, its variable interest entity (the “VIE”) and its VIE’s subsidiaries (collectively, the “Group”), and the effectiveness of the]

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SMI [SEMICONDUCTOR MANUFACTURING INTERNATIONAL] 20-F: None None Indicate the number of outstanding shares

[None None Indicate the number of outstanding shares of each of the issuer’s classes of capital or ordinary shares as of the close of the period covered by the annual report. As of December 31, 2011, there were 27,487,676,065 ordinary shares, par value US$0.0004 per share, outstanding, of which 1,940,075,200 ordinary shares were held in the form of 38,801,504 ADSs.] [Table of Contents List of Subsidiaries Jurisdiction of Name of Subsidiary Incorporation Names Under Which Subsidiary Does Business Semiconductor Manufacturing International (Shanghai) Corporation PRC Semiconductor Manufacturing International (Shanghai) Corporation Semiconductor Manufacturing International (Beijing) Corporation PRC Semiconductor Manufacturing International (Beijing) Corporation Semiconductor Manufacturing International (Tianjin) Corporation PRC Semiconductor Manufacturing International (Tianjin) Corporation] [Table of Contents CERTIFICATIONS I, Tzu-Yin Chiu, certify that: 1. I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under] [Table of Contents CERTIFICATION I, Gary Tseng, certify that: I have reviewed this annual report on Form 20-F of Semiconductor Manufacturing International Corporation; 1. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which] [Table of Contents Dr. Tzu-Yin Chiu Chief Executive Officer and Executive Director Gary Tseng Chief Financial Officer] [Table of Contents CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-170770 and 333-113797 on Form S-8 of our reports dated March 29, 2012, relating to the financial statements and financial statement schedule of Semiconductor Manufacturing International Corporation, and the effectiveness of Semiconductor Manufacturing International Corporation’s internal control over financial]

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CNTF [China Techfaith Wireless Communication Technology] 20-F: (Original Filing)

[Jay Ji Director of Investor Relations China Techfaith Wireless Communication Technology Limited Building C, No. 5A Rong Chang East Street Beijing Economic-Technological Development Area (Yi Zhuang) Beijing 100176 People’s Republic of China Phone: +86 10 5822 8390 Email: Jay.ji@techfaith.cn (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of each class Name of each exchange on] [EXH We conduct substantially all of our operations through the following subsidiaries and variable interest entities in China: • Techfaith Wireless Communication Technology (Beijing) Limited, a PRC company; • One Net Entertainment Limited, a PRC company; • Beijing Techfaith Interactive Internet Technology Limited, a PRC company (variable interest entity); • Techfaith Wireless Communication Technology (Shanghai) Limited, a PRC company; •] [E Certification by the Chief Executive Officer I, Defu Dong, certify that: 1. I have reviewed this annual report on Form 20-F of China Techfaith Wireless Communication Technology Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [EX Certification by the Chief Financial Officer I, Yuping Ouyang, certify that: 1. I have reviewed this annual report on Form 20-F of China Techfaith Wireless Communication Technology Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [EXHIB CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Defu Dong Chief Executive Officer] [EX CERTIFICATION BY THE CHIEF FINANCIAL OFFICER (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yuping Ouyang Chief Financial Officer] [Exhib Our ref: Direct Email China Techfaith Wireless Communication Technology Limited Building C, No. 5A, Rong Chang East Street Beijing Economic-Technological Development Area (Yi Zhuang), Beijing 100176 People’s Republic of China 27 April 2012 Dear Sirs, China Techfaith Wireless Communication Technology Limited (the “Company”) Yours faithfully Maples and Calder EX-15.1 7 d310507dex151.htm CONSENT OF MAPLES AND CALDER] [EXHIB [Letterhead of Beijing Tian Yuan Law Firm] China Techfaith Wireless Communication Technology Limited Building C, No. 5A, Rong Chang East Street Beijing Economic-Technological Development Area (Yi Zhuang), Beijing 100176 People’s Republic of China April 27, 2012 Dear Sirs, Re: China Techfaith Wireless Communication Technology Limited (the “Company”) Yours Faithfully, Beijing Tian Yuan Law Firm EX-15.2 8 d310507dex152.htm CONSENT OF]

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CHNR [CHINA NATURAL RESOURCES] 20-F: (Original Filing)

[¨ þ Yes ¨ þ Yes þ ¨ Yes ¨ ¨ Yes ¨ Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer ¨ U.S. GAAP International Financial Reporting Standards as issued ¨ Other þ By the International Accounting Standards Board ¨ ¨ Item 17 ¨ þ Yes CONVENTIONS References to “Baiping Mining” are to Jinsha Baiping Mining Co. Ltd., a] [Fixed Asset Loan Agreement Number: 2011 Ying Zi Number 1111200015 ■ / Lender: Guiyang Branch Principal Officer: Zhang Qing Dian Borrower: Guizhou Dayun Mining Co. Ltd. (hereinafter referred to as “Party B”) Legal Representative/ Principal Officer: Jia Zhi Gang Party A and Party B, through friendly negotiations, reach an agreement on Party A providing a fixed asset loan for Party] [Name Jurisdiction of Incorporation Percentage Ownership Bijie Feishang Energy Co. Ltd. People’s Republic of China 100% (held by Guizhou Puxin) China Coal Mining Investments Limited Hong Kong Special Administrative Region Feishang Dayun Coal Mining Limited Hong Kong Special Administrative Region 100% (held by Pineboom) Feishang Mining Holdings Limited British Virgin Islands Feishang Yongfu Mining Limited Hong Kong Special Administrative Region] [I, Li Feilie, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. 4.] [I, Wong Wah On Edward, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Li Feilie Chief Executive Officer April 27, 2012 EX-13.1 6 chnr_ex13z1.htm CERTIFICATION] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Wong Wah On Edward Chief Financial Officer April 27, 2012 EX-13.2 7 chnr_ex13z2.htm CERTIFICATION] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Form S-8 (Registration No. 333-146790) pertaining to the 2003 Equity Compensation Plan of China Resources Development, Inc., the predecessor to China Natural Resources, Inc. (the “Company”), and (2) Form F-3 (Registration No. 333-163702) of the Company; of our reports dated]

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CSIQ [Canadian Solar] 20-F: (Original Filing)

[Form 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2011. OR o OR o Date of event requiring this shell company report For the transition period from to CANADIAN SOLAR INC. N/A Canada 545 Speedvale Avenue West Michael G. Potter, Chief Financial Officer Title of Each Class Name of Each Exchange on Which Registered Common] [QuickLinks -- Click here to rapidly navigate through this document LIST OF SUBSIDIARIES Name of Significant Subsidiaries Country of Incorporation Ownership Interest CSI Solartronics (Changshu) Co., Ltd. People's Republic of China 100 % CSI Solar Technologies Inc. People's Republic of China CSI Solar Manufacture Inc. People's Republic of China CSI Solar New Energy (Suzhou) Co. Ltd. People's Republic of China] [QuickLinks -- Click here to rapidly navigate through this document Certification by the Chief Executive Officer I, Shawn (Xiaohua) Qu, certify that: 1. I have reviewed this annual report on Form 20-F of Canadian Solar Inc. (the "Company"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a] [QuickLinks -- Click here to rapidly navigate through this document Certification by the Chief Financial Officer I, Michael G. Potter, certify that: 1. I have reviewed this annual report on Form 20-F of Canadian Solar Inc. (the "Company"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a] [QuickLinks -- Click here to rapidly navigate through this document Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shawn (Xiaohua) Qu Chief Executive Officer EX-13.1 5 a2209108zex-13_1.htm EX-13.1] [QuickLinks -- Click here to rapidly navigate through this document Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Michael G. Potter Chief Financial Officer EX-13.2 6 a2209108zex-13_2.htm EX-13.2] [QuickLinks -- Click here to rapidly navigate through this document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-147042 and 333-178187 on Form S-8 of our reports dated April 27, 2012, relating to the financial statements and financial statement schedule of Canadian Solar Inc. and subsidiaries (the "Company"), and the]

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CNTF [China Techfaith Wireless Communication Technology] 20-F: Jay Ji Director of Investor Relations China Techfaith

[Jay Ji Director of Investor Relations China Techfaith Wireless Communication Technology Limited Building C, No. 5A Rong Chang East Street Beijing Economic-Technological Development Area (Yi Zhuang) Beijing 100176 People’s Republic of China Phone: +86 10 5822 8390 Email: Jay.ji@techfaith.cn (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person) Title of each class Name of each exchange on] [EXH We conduct substantially all of our operations through the following subsidiaries and variable interest entities in China: • Techfaith Wireless Communication Technology (Beijing) Limited, a PRC company; • One Net Entertainment Limited, a PRC company; • Beijing Techfaith Interactive Internet Technology Limited, a PRC company (variable interest entity); • Techfaith Wireless Communication Technology (Shanghai) Limited, a PRC company; •] [E Certification by the Chief Executive Officer I, Defu Dong, certify that: 1. I have reviewed this annual report on Form 20-F of China Techfaith Wireless Communication Technology Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [EX Certification by the Chief Financial Officer I, Yuping Ouyang, certify that: 1. I have reviewed this annual report on Form 20-F of China Techfaith Wireless Communication Technology Limited (the “Company”); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements] [EXHIB CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Defu Dong Chief Executive Officer] [EX CERTIFICATION BY THE CHIEF FINANCIAL OFFICER (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Yuping Ouyang Chief Financial Officer] [Exhib Our ref: Direct Email China Techfaith Wireless Communication Technology Limited Building C, No. 5A, Rong Chang East Street Beijing Economic-Technological Development Area (Yi Zhuang), Beijing 100176 People’s Republic of China 27 April 2012 Dear Sirs, China Techfaith Wireless Communication Technology Limited (the “Company”) Yours faithfully Maples and Calder EX-15.1 7 d310507dex151.htm CONSENT OF MAPLES AND CALDER] [EXHIB [Letterhead of Beijing Tian Yuan Law Firm] China Techfaith Wireless Communication Technology Limited Building C, No. 5A, Rong Chang East Street Beijing Economic-Technological Development Area (Yi Zhuang), Beijing 100176 People’s Republic of China April 27, 2012 Dear Sirs, Re: China Techfaith Wireless Communication Technology Limited (the “Company”) Yours Faithfully, Beijing Tian Yuan Law Firm EX-15.2 8 d310507dex152.htm CONSENT OF]

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CHNR [CHINA NATURAL RESOURCES] 20-F: ¨ þ Yes ¨ þ Yes þ ¨

[¨ þ Yes ¨ þ Yes þ ¨ Yes ¨ ¨ Yes ¨ Large Accelerated Filer þ Accelerated Filer ¨ Non-Accelerated Filer ¨ U.S. GAAP International Financial Reporting Standards as issued ¨ Other þ By the International Accounting Standards Board ¨ ¨ Item 17 ¨ þ Yes CONVENTIONS References to “Baiping Mining” are to Jinsha Baiping Mining Co. Ltd., a] [Fixed Asset Loan Agreement Number: 2011 Ying Zi Number 1111200015 ■ / Lender: Guiyang Branch Principal Officer: Zhang Qing Dian Borrower: Guizhou Dayun Mining Co. Ltd. (hereinafter referred to as “Party B”) Legal Representative/ Principal Officer: Jia Zhi Gang Party A and Party B, through friendly negotiations, reach an agreement on Party A providing a fixed asset loan for Party] [Name Jurisdiction of Incorporation Percentage Ownership Bijie Feishang Energy Co. Ltd. People’s Republic of China 100% (held by Guizhou Puxin) China Coal Mining Investments Limited Hong Kong Special Administrative Region Feishang Dayun Coal Mining Limited Hong Kong Special Administrative Region 100% (held by Pineboom) Feishang Mining Holdings Limited British Virgin Islands Feishang Yongfu Mining Limited Hong Kong Special Administrative Region] [I, Li Feilie, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. 4.] [I, Wong Wah On Edward, certify that: 1. 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Li Feilie Chief Executive Officer April 27, 2012 EX-13.1 6 chnr_ex13z1.htm CERTIFICATION] [(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. Wong Wah On Edward Chief Financial Officer April 27, 2012 EX-13.2 7 chnr_ex13z2.htm CERTIFICATION] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the following Registration Statements: (1) Form S-8 (Registration No. 333-146790) pertaining to the 2003 Equity Compensation Plan of China Resources Development, Inc., the predecessor to China Natural Resources, Inc. (the “Company”), and (2) Form F-3 (Registration No. 333-163702) of the Company; of our reports dated]

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CSIQ [Canadian Solar] 20-F: Form 20-F (Mark One) o OR ý For

[Form 20-F (Mark One) o OR ý For the fiscal year ended December 31, 2011. OR o OR o Date of event requiring this shell company report For the transition period from to CANADIAN SOLAR INC. N/A Canada 545 Speedvale Avenue West Michael G. Potter, Chief Financial Officer Title of Each Class Name of Each Exchange on Which Registered Common] [QuickLinks -- Click here to rapidly navigate through this document LIST OF SUBSIDIARIES Name of Significant Subsidiaries Country of Incorporation Ownership Interest CSI Solartronics (Changshu) Co., Ltd. People's Republic of China 100 % CSI Solar Technologies Inc. People's Republic of China CSI Solar Manufacture Inc. People's Republic of China CSI Solar New Energy (Suzhou) Co. Ltd. People's Republic of China] [QuickLinks -- Click here to rapidly navigate through this document Certification by the Chief Executive Officer I, Shawn (Xiaohua) Qu, certify that: 1. I have reviewed this annual report on Form 20-F of Canadian Solar Inc. (the "Company"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a] [QuickLinks -- Click here to rapidly navigate through this document Certification by the Chief Financial Officer I, Michael G. Potter, certify that: 1. I have reviewed this annual report on Form 20-F of Canadian Solar Inc. (the "Company"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a] [QuickLinks -- Click here to rapidly navigate through this document Certification by the Chief Executive Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Shawn (Xiaohua) Qu Chief Executive Officer EX-13.1 5 a2209108zex-13_1.htm EX-13.1] [QuickLinks -- Click here to rapidly navigate through this document Certification by the Chief Financial Officer (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Michael G. Potter Chief Financial Officer EX-13.2 6 a2209108zex-13_2.htm EX-13.2] [QuickLinks -- Click here to rapidly navigate through this document CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-147042 and 333-178187 on Form S-8 of our reports dated April 27, 2012, relating to the financial statements and financial statement schedule of Canadian Solar Inc. and subsidiaries (the "Company"), and the]

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CHRM [Charm Communications] 20-F: (Original Filing)

[None None Indicate the number of outstanding shares of each of the Issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 15,466,176 Class A ordinary shares and 62,500,000 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2011 ¨ x ¨ x x ¨ x ¨] [CHARM COMMUNICATIONS INC. 2011 SHARE INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing] [Wholly Owned Subsidiaries • • • • • • • • • Best Ranking Limited (incorporated in the British Virgin Islands) • Charm New Media (Hong Kong) Ltd. (incorporated in Hong Kong) • Charm Future Media (Hong Kong) Ltd. (incorporated in Hong Kong) • Charm Electronic Media (Hong Kong) Ltd. (incorporated in Hong Kong) • Charm Digital Media (Hong Kong)] [CERTIFICATION OF OUR CHIEF EXECUTIVE OFFICER I, He Dang, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [CERTIFICATION OF OUR CHIEF FINANCIAL OFFICER I, Wei Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of Charm Communications Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. He Dang Chief Executive Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [CERTIFICATION OF PERIODIC FINANCIAL REPORT 1. 2. The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the company. Wei Zhou Chief Financial Officer * A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the company and will] [Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement No. 333-170504 on Form S-8 of our reports dated April 27, 2012, relating to the consolidated financial statements and financial statement schedule of Charm Communications Inc., its subsidiaries and its variable interest entity (collectively, the “Group”) and the effectiveness of the Group’s]

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