[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. 14,169,573 Class A ordinary shares and 62,500,000 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2012 ¨ x ¨ x x ¨ x ¨] [Advertising Agency Agreement Party A: Beijing Television Station Party B: Shangxing Media Co., Ltd. Sport Channel Agreement Based on friendly negotiation, Party A and Party B has agreed that Party B will be the exclusive advertising agency (excluding public-interest advertisements) for Party A’s sport channel (the “ I. Scope of Agency: 1. Form of advertisements: (1) Advertisements during ordinary time] [Advertising Agency Agreement Party A Party A: TJTV Satellite Intermediary Co., Ltd. (“ Party B Party B: Shangxing Media Co., Ltd. (“ Whereas: This Agreement has been delivered to either party, and both parties hereby acknowledge and confirm: 1. Party A’s Media TJTV Satellite Intermediary Co., Ltd. will be Party A to this Agreement. TJTV Satellite Intermediary Co., Ltd. is] [Wholly Owned Subsidiaries • Movie-Forward Ltd. (incorporated in the British Virgin Islands) • Charm Hong Kong Limited (incorporated in Hong Kong) • Nanning Jetlong Technology Co., Ltd. (incorporated in the PRC) • Media Talent International Limited (incorporated in the British Virgin Islands) • O’Master Communications (Hong Kong) Ltd. (incorporated in Hong Kong) • Charm Media Co., Ltd. (incorporated in the] [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 26, 2013, relating to the consolidated financial statements of Charm Communications Inc., its subsidiaries and its variable interest entities (“VIEs”) (collectively, the “Group”) (which report expresses an unqualified opinion on the consolidated]