[Page 3 PART I 5 Item 1 Identity of Directors, Senior Management and Advisers (N/A) 5 Item 2 Offer Statistics and Expected Timetable (N/A) 5 Item 3 Key Information 5 Item 4 Information on the Company 14 Item 4A Unresolved Staff Comments 22 Item 5 Operating and Financial Review and Prospects 22 Item 6 Directors, Senior Management and Employees 31] [AMENDMENT TO TIGER MEDIA, INC. AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN On November 12, 2013, the Company’s Board of Directors approved an amendment to Section 3.1(a) of the Plan. On December 17, 2013, the Company’s stockholders approved the following amendment to Section 3.1(a) of the Plan. EX-4.10 2 d681356dex410.htm EX-4.10] [Name Jurisdiction Tiger Media Global Limited BVI Tiger Media Investments Limited BVI Shanghai Tiger Shangda Management Consulting Co., Ltd. China Shanghai Tiger Yaoyang Advertising Co., Ltd. China Tiger Media Limited HK EX-8.1 3 d681356dex81.htm EX-8.1] [CERTIFICATIONS I, Peter W. H. Tan, Chief Executive Officer and Interim Chief Financial Officer, certify that: 1. I have reviewed this annual report on Form 20-F of Tiger Media, 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,] [SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (1) (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. March 31, 2014 Peter W. H. Tan Chief Executive Officer and Interim Chief Financial Officer EX-13.1 5 d681356dex131.htm EX-13.1] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of Tiger Media, Inc (the “Company”) on Form S-8 (Registration No. 333-177025) and Form S-8 (Registration No. 333-188739) of our report dated March 31, 2014 with respect to our audits of the consolidated financial statements of the Company as of December 31, 2013]