[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. 15,466,176 Class A ordinary shares and 62,500,000 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2011 ¨ x ¨ x x ¨ x ¨] [CHARM COMMUNICATIONS INC. 2011 SHARE INCENTIVE PLAN 1. Purpose of the Plan The purpose of the Plan is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates by providing] [Wholly Owned Subsidiaries • • • • • • • • • Best Ranking Limited (incorporated in the British Virgin Islands) • Charm New Media (Hong Kong) Ltd. (incorporated in Hong Kong) • Charm Future Media (Hong Kong) Ltd. (incorporated in Hong Kong) • Charm Electronic Media (Hong Kong) Ltd. (incorporated in Hong Kong) • Charm Digital Media (Hong Kong)] [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 27, 2012, relating to the consolidated financial statements and financial statement schedule of Charm Communications Inc., its subsidiaries and its variable interest entity (collectively, the “Group”) and the effectiveness of the Group’s]