[TABLE OF CONTENTS Page 1 PART I 3 Item 1 Identity of Directors, Senior Management and Advisers 3 Item 2 Offer Statistics and Expected Timetable 3 Item 3 Key Information 3 Item 4 Information on the Company 13 Item 4A Unresolved Staff Comments 21 Item 5 Operating and Financial Review and Prospects 22 Item 6 Directors, Senior Management and Employees] [WK-232639 Certificate of Incorporation on Change of Name I DO HEREBY CERTIFY that SearchMedia Holdings Limited having by Special resolution dated 14th day of December Two Thousand Twelve changed its name, is now incorporated under name of Tiger Media, Inc. Given under my hand and Seal at George Town in the Island of Grand Cayman this 14th day of December] [SEARCHMEDIA HOLDINGS LIMITED (THE “COMPANY”) CERTIFICATION OF THE COMPANY SECRETARY DATED 14 DECEMBER 2012 The Annual Meeting of Shareholders of the Company at its Annual General Meeting dated 14 December 2012 resolved by SPECIAL RESOLUTION to amend the Articles of Association of the Company to reduce the minimum notice for a Director meeting from seven to two days. As a] [AMENDMENT TO SEARCHMEDIA HOLDINGS LIMITED AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN On August 13, 2010, the Company’s Board of Directors approved an amendment to Section 3.1(a) of the Plan. On September 13, 2011, the Company’s stockholders approved the following amendment to Section 3.1(a) of the Plan. EX-4.3 4 d481899dex43.htm EX-4.3] [AMENDMENT TO SEARCHMEDIA HOLDINGS LIMITED AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN On October 18, 2012, the Company’s Board of Directors approved an amendment to Section 3.1(a) of the Plan. On December 14, 2012, the Company’s stockholders approved the following amendment to Section 3.1(a) of the Plan. EX-4.4 5 d481899dex44.htm EX-4.4] [STOCK PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Stock Purchase Agreement is dated as of August 17, 2012 (this “ Common Stock Transaction WHEREAS, the Company desires to sell to each Purchaser, and each Purchaser desires to purchase from the Company, shares of the Company’s common stock, par value $0.0001 per share (the “ NOW, THEREFORE, in consideration of the] [STOCK PURCHASE AGREEMENT Agreement Company Purchaser Purchasers This Stock Purchase Agreement is dated as of September 19, 2012 (this “ Common Stock Transaction WHEREAS, the Company desires to sell to each Purchaser, and each Purchaser desires to purchase from the Company, shares of the Company’s common stock, par value $0.0001 per share (the “ NOW, THEREFORE, in consideration of the] [DATED December 31, 2012 (1) TIGER MEDIA, INC. as Seller (2) PARTNER VENTURE HOLDINGS LIMITED as Purchaser SHARE PURCHASE AGREEMENT TABLE OF CONTENTS CLAUSE PAGE 1. INTERPRETATION 1 2. SALE AND PURCHASE 1 3. CONSIDERATION 2 4. COMPLETION 2 5. 2] [TIGER MEDIA, INC. (formerly known as SearchMedia Holdings Limited) AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN OPTION GRANT AGREEMENT Plan: Tiger Media, Inc. (fka SearchMedia Holdings Limited) Amended and Restated 2008 Share Incentive Plan Grant: Option to purchase 75,000 shares of Tiger Media, Inc. (the “Company”) Exercise Price: Because you are a valuable member of the Company, effective on the] [TIGER MEDIA, INC. (formerly known as SearchMedia Holdings Limited) AMENDED AND RESTATED 2008 SHARE INCENTIVE PLAN OPTION GRANT AGREEMENT Plan: Tiger Media, Inc. (fka SearchMedia Holdings Limited) Amended and Restated 2008 Share Incentive Plan Grant: Option to purchase shares of Tiger Media, Inc. (the “Company”) Exercise Price: Because you are a valuable member of the Company, effective on the Grant] [Name Jurisdiction Tiger Media Global Limited BVI Shanghai Tiger Shangda Management Consulting Co., Ltd. China Shanghai Tiger Yaoyang Advertising Co., Ltd. China EX-8.1 11 d481899dex81.htm EX-8.1] [CERTIFICATIONS I, Peter Tan, 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, in light of the circumstances under which such statements were] [CERTIFICATIONS I, Steve Ye, 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, 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. Peter Tan Chief Executive Officer EX-13.1 14 d481899dex131.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. Steve Ye Chief Financial Officer EX-13.2 15 d481899dex132.htm EX-13.2] [INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statements of Tiger Media, Inc (formerly 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 April 19, 2013 with respect to our audits of the consolidated financial statements of the Company as]