[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. 15,760,102 Class A ordinary shares and 62,500,000 Class B ordinary shares, par value US$0.0001 per share, as of December 31, 2010 ¨ x ¨ x x ¨ ¨ ¨] [BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Shanghai Media Group 2011 Advertising Agency Agreement No.: W2011029 Party A: Shanghai Media Group; Advertising Management Center of Shanghai Media Group (“Party A”) Party B: Shang Xing Media Co., Ltd. (“Party B”) WHEREAS: Having each been granted the] [BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTION. Advertising Agency Agreement Party A: Tianjin TV Satellite Media Co., Ltd. Party B: Shang Xing Media Co., Ltd. Article 1 Scope of Cooperation and General Principles 1.1 In order to foster an ever stronger Tianjin Satellite TV and] [Wholly Owned Subsidiaries • • • • • • • • • Partially Owned Subsidiaries • • • Variable interest entities, each of which is incorporated in the PRC] [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 report dated May 3, 2011, relating to the consolidated financial statements of Charm Communications Inc., its subsidiaries and its variable interest entities as of December 31, 2009 and 2010 and for the years ended December]