[Page 1 PART I 4 Item 1 Identity of Directors, Senior Management and Advisers 4 Item 2 Offer Statistics and Expected Timetable 4 Item 3 Key Information 4 Item 4 Information on the Company 29 Item 4A Unresolved Staff Comments 49 Item 5 Operating and Financial Review and Prospects 49 Item 6 Directors, Senior Management and Employees 66 Item 7] [Enterprise Entity Business License Registration Number: Registration Authority: (Seal Affixed) Domicile: Legal Representative: Registered Capital: Contributed Capital: Corporation Type: Business Scope: Sole Shareholder: Operation Period: EX-4.19 2 d343531dex419.htm EX-4.19] [FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE FIFTH AMENDMENT TO AGREEMENT AND PLAN OF MERGER, CONVERSION AND SHARE EXCHANGE Amendment “ SM Cayman ” CSV Representative DB Representative Management Shareholder Representative SM Shareholders’ Representatives “ Amendment Effective Date ” This Recitals WHEREAS, Company SEA WHEREAS WHEREAS Agreement NOW, THEREFORE, 1. Section 12.4 of the SEA] [Execution Copy EXECUTIVE EMPLOYMENT AGREEMENT Agreement Company Executive SM Group This EXECUTIVE EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the Term (as defined below) of Employment. B. The Executive desires to be employed by the Company during the Term of Employment and under] [Name Jurisdiction Ad-Icon Company Limited Hong Kong Ad-Icon Advertising (Shanghai) Co., Ltd. China Beijing Wanshuizhiyuan Advertising Co., Ltd. China Great Talent Holdings Limited Hong Kong Jieli Investment Management Consulting (Shanghai) Co., Ltd. China Jieli Network Technology Development (Shanghai) Co., Ltd. China Qingdao Kaixiang Advertising Co., Ltd. China Quanwei Advertising (Shanghai) Co., Ltd. China SearchMedia International Limited China Shanghai Botang Advertising] [CERTIFICATIONS I, Peter Tan, certify that: 1. I have reviewed this annual report on Form 20-F of SearchMedia Holdings Limited; 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 under which such statements were] [CERTIFICATIONS I, Wilfred Chow, certify that: 1. I have reviewed this annual report on Form 20-F of SearchMedia Holdings Limited; 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 under which such statements were] [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. May 15, 2012 Peter Tan Chief Executive Officer EX-13.1 8 d343531dex131.htm EX-13.1] [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. May 15, 2012 Wilfred Chow Chief Financial Officer EX-13.2 9 d343531dex132.htm EX-13.2] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of SearchMedia Holdings Limited (the “Company”) on Form F-3 (Registration No. 333-176634) and Form S-8 (Registration No. 333-177025) of our report dated May 15, 2012, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of SearchMedia Holdings Limited (the “Company”) on Form F-3 (Registration No. 333-176634) and Form S-8 (Registration No. 333-177025) of our report dated October 29, 2010 with respect to our audit of the consolidated financial statements of the Company as of December 31, 2009]