[] [TABLE OF CONTENTS Page PARTIES 1 RECITALS 1 Section 1. Certain Definitions (a) ADR Register 1 (b) ADRs; Direct Registration ADRs 1 (c) ADS 1 (d) Custodian 1 (e) Deliver, execute, issue et al. 1 (f) Delivery Order 1 (g) Deposited Securities 1 (h)] [April 16, 2010 JPMorgan Chase Bank, N.A., as Depositary Re: American Depositary Shares evidenced by American Depositary Receipts for deposited Class A ordinary shares of Charm Communications Inc. Dear Sirs: Based upon and subject to the foregoing, we are of the opinion that the ADSs covered by the Registration Statement, when evidenced by ADRs that are duly executed and delivered]