Report of Foreign Issuer (6-k)
2014年5月7日 - 7:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2014
Commission File Number: 001-34701
CHARM
COMMUNICATIONS INC.
Legend Town, CN01 Floor 4
No. 1 Ba Li Zhuang Dong Li, Chaoyang District
Beijing 100025, Peoples Republic of China
(Address of Principal Executive Office)
Indicate by
check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F
x
Form 40-F
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7):
¨
Indicate by check mark whether by furnishing
the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
¨
No
x
If Yes is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b): 82-N/A
TABLE OF CONTENTS
Exhibit 99.1
Charm Communications Inc. Announces Decision to Report Earnings Results on a Biannual Basis
Charm Communications Inc. (NASDAQ: CHRM) (the Company), a leading advertising agency in China, today announced that its Audit Committee has
approved its decision to provide financial results and earnings guidance on a biannual basis from financial year 2014 onwards.
The Company notes that as
a foreign private issuer, it is only required to submit an interim balance sheet and income statement as of the end of its second quarter each year, pursuant to Rule 5250(c)(2) of the NASDAQ Stock Market Rules. In addition, there is no home country
rule on financial reporting obligations in the Cayman Islands, where the Company is incorporated.
The Company believes this decision is a prudent one
that takes into account the long-term prospects of the Company. By shifting away from emphasizing short-term earnings targets, management will be able to better focus on longer-term value creation for the Company and its investors. In addition, in
connection with the Companys media investment business, significant media cost contracts are normally entered on an annual basis. The change to biannual reporting will reduce the degree of subjective allocation of significant media costs that
management would otherwise need to make at each quarter end.
The Company reaffirms the benefits of voluntary disclosure to the capital markets in
reducing information asymmetry and lowering stock volatility. Going forward, the Company will continue to maintain good communications with analysts and investors and provide meaningful and qualitative information in its future releases. With a
better understanding of the drivers of long-term corporate performance, investors will be able to identify the data that helps measure the Companys prospects and expectations for performance against those drivers.
About Charm
Charm Communications Inc. (NASDAQ:
CHRM) is a leading advertising agency group in China that offers integrated advertising services with particular focus on television and the internet. Charms integrated advertising services include full media planning and buying, as well as
creative and branding services. Charm has built a full service digital advertising platform, which offers digital campaign capabilities across all key digital media, including search engines, display portals, online video sites and social networking
services. Charm also secures advertising inventory and other advertising rights, such as sponsorships and branded content, from premium media networks and resells to clients as part of its integrated media offerings. Charms clients include
Chinas top domestic brands, as well as a number of major international brands, across a wide range of industries. Since 2003 Charm has been the top agency every year for Chinas leading television network, China Central Television (CCTV).
For more information, please visit
http://ir.charmgroup.cn
.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this press release are forward-looking
statements and involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, such risks and uncertainties include without limitation, the market reaction to the
Companys decision to discontinue quarterly earnings releases, investors interpretation of the Companys decision and its impact on investors confidence in the Company and the Companys ability to provide adequate
information on the performances of the Company through its biannual reporting. These forward-looking statements are based on managements current expectations, assumptions, estimates and projections about the Company and the industry in which
the Company operates, but involve a number of unknown risks and uncertainties. Further information regarding these and other risks is included in Charms filings with the U.S. Securities and Exchange Commission. The Company undertakes no
obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these
forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and actual results may differ materially from the anticipated results. You are urged to consider these factors carefully in
evaluating the forward-looking statements contained herein and are cautioned not to place undue reliance on such forward-looking statements, which are qualified in their entirety by these cautionary statements.
For investor and media inquiries, please contact:
In China:
Ms. Jenny Wang
Investor Relations Department
Charm Communications Inc.
Phone: +86-10-8556-2527
Email:
ir@charmgroup.cn
In the United States:
Mr. Justin Knapp
Ogilvy Financial
Phone: +1-616-551-9714
Email:
chrm@ogilvy.com
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
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CHARM COMMUNICATIONS INC.
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By:
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/s/ He Dang
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Name:
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He Dang
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Title:
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Chairman and Chief Executive Officer
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Date: May 7, 2014
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