[FISCAL YEAR ENDED DECEMBER 31, 2013 TABLE OF CONTENTS Page PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 2 Item 4. Information on the Company 34 Item 4A. Unresolved Staff Comments 59 Item 5. Operating and Financial Review and Prospects 59 Item 6. Directors,] [Deed THIS DEED OF UNDERTAKING (the “ To Charm Communications Inc. (the “Company”). THIS DEED WITNESSES THAT 1. By signing this Deed, unless otherwise specified in this Deed, Dang He hereby irrevocably covenants with and undertakes to the Company that: a. As long as the shares in the Company Dang He owns, whether legally or beneficially, and directly or indirectly] [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, Cindy Wang, 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. Cindy Wang VP of Finance * 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 Form 20-F We consent to the incorporation by reference in Registration Statement No. 333-170504 on Form S-8 of our report dated May 15, 2014, relating to the consolidated financial statements of Charm Communications Inc., its subsidiaries and its variable interest entities (collectively, the “Group”) and related financial statement schedule of Charm Communications Inc.,]