[INTRODUCTION 1 PART I 3 Item 1. Identity of Directors, Senior Management and Advisers 3 Item 2. Offer Statistics and Expected Timetable 3 Item 3. Key Information 3 Item 4. Information on the Company 28 Item 4A. Unresolved Staff Comments 43 Item 5. Operating and Financial Review and Prospects 44 Item 6. Directors, Senior Management and Employees 62 Item 7.] [Supplementary Agreement to the Amended and Restated Technology Development Agreement Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing Shengshi Lianhe Advertising Co., Ltd. Whereas Party A and Party B have entered into an “Amended and Restated Technology Development Agreement” (hereinafter referred to as the “Original Agreement”) on June 14, 2007 in relation to the engagement of Party A] [Supplementary Agreement to the Amended and Restated Technology Support and Service Agreement Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing Shengshi Lianhe Advertising Co., Ltd. Whereas Party A and Party B have entered into an “Amended and Restated Technology Support and Service Agreement” (hereinafter referred to as the “Original Agreement”) on June 14, 2007 in relation to the] [Supplementary Agreement to the Amended and Restated Technology Development Agreement Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing AirMedia Advertising Co., Ltd. Whereas Party A and Party B have entered into an “Amended and Restated Technology Development Agreement” (hereinafter referred to as the “Original Agreement”) on June 14, 2007 in relation to the engagement of Party A by] [Supplementary Agreement to the Amended and Restated Technology Support and Service Agreement Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing AirMedia Advertising Co., Ltd. Whereas Party A and Party B have entered into an “Amended and Restated Technology Support and Service Agreement” (hereinafter referred to as the “Original Agreement”) on June 14, 2007 in relation to the engagement] [Supplementary Agreement to the Amended and Restated Technology Development Agreement Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing AirMedia UC Advertising Co., Ltd. Whereas Party A and Party B have entered into an “Amended and Restated Technology Development Agreement” (hereinafter referred to as the “Original Agreement”) on June 14, 2007 in relation to the engagement of Party A] [Supplementary Agreement to the Amended and Restated Technology Support and Service Agreement Party A: AirMedia Technology (Beijing) Co., Ltd. Party B: Beijing AirMedia UC Advertising Co., Ltd. Whereas Party A and Party B have entered into an “Amended and Restated Technology Support and Service Agreement” (hereinafter referred to as the “Original Agreement”) on January 1, 2007 in relation to the] [Certification by the Chief Executive Officer I, Herman Man Guo, Chief Executive Officer of AirMedia Group Inc. (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of 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] [Certification by the Chief Financial Officer I, Conor Chiahung Yang, Chief Financial Officer of AirMedia Group Inc. (the “Company”), certify that: 1. I have reviewed this annual report on Form 20-F of 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] [Certification by the Chief Executive Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Herman Man Guo Chief Executive Officer 89] [Certification by the Chief Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Conor Chiahung Yang Chief Financial Officer 90] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-148352 on Form S-8 of our report dated April 28, 2008, relating to the consolidated financial statements of AirMedia Group Inc. appearing in this Annual Report on Form 20-F of AirMedia Group Inc. for the year ended December 31, 2007. Deloitte Touche] [[Letterhead of Commerce & Finance Law Offices] 6F NCI Tower, A12 jianguomenwai Avenue, Chaoyang District, Beijing, PRC; Postcode: 100022 Tel: (8610) 65693399 Fax: (8610) 65693838, 65693836, 65693837, 65693839 E-mail Add: beijing@tongshang.com Website: www.tongshang.com.cn April 30, 2008 AirMedia Group Inc. 17/F, Sky Plaza, No. 46 DongZhimenwai Street Dongcheng District Beijing, 100027 People’s Republic of China Dear Sirs, Sincerely Yours, Commerce &] [April 24, 2008 AirMedia Group Inc. 17/F, Sky Plaza, No. 46 DongZhimenwai Street Dongcheng District Beijing 100027 People’s Republic of China Dear Sirs: Repor We hereby consent to the use of our name, the reference to our August 2007 report commissioned by AirMedia Group Inc. (the “ Sincerely yours, Sinomonitor International Co., Ltd. EX-23.3 14 dex233.htm CONSENT OF SINOMONITOR]