Fifth Amendment to Share Exchange Agreement

On January 17, 2012, SearchMedia Holdings Limited (the "Company"), Earl Yen, the
representative for China Seed Ventures, L.P., and on January 23, 2012, Qinying
Liu, the management shareholder representative, entered into the Fifth Amendment
(the "Amendment") to the Agreement and Plan of Merger, Conversion and Share
Exchange, dated as of March 31, 2009, as amended (the "Agreement and Plan of
Merger").  The sole purpose of the Amendment was to delete in its entirety
Section 12.4 of the Agreement and Plan of Merger pertaining to the composition
of the Board of Directors of the Company.

Below is the text of Section 12.4 of the Agreement and Plan of Merger, which was
deleted in its entirety pursuant to the Amendment:

“Board Composition. Ideation shall take such action, including amending its
bylaws, as may be required to cause the number of directors constituting the
Combined Board immediately after the Closing to consist of eight (8) persons,
for a period commencing on the Closing Date and ending not sooner than the third
anniversary of the Closing Date. Ideation shall have received the resignation of
a sufficient number of current directors (which resignation may be conditioned
upon the Closing of the Share Exchange) to allow for the election of the
Director Nominees pursuant to this Section, and the remaining members of the
Ideation Board shall have elected the other Director Nominees (as hereafter
defined) as members of the Combined Board, effective upon the Closing, to fill
the vacancies created by such increase in the size of the board and such
resignations. Each Director Nominee shall serve as a director for a term
expiring at ID Cayman’s next annual meeting of stockholders following the
Closing Date and until his or her successor is elected and qualified. “Director
Nominees” means (i) four (4) persons nominated by the Ideation Representative
(at least two (2) of whom shall be “independent directors” as such term is
defined in the rules and regulations of AMEX (“Independent Directors”) and at
least one (1) of whom must be a non-U.S. citizen) and (ii) four (4) persons
nominated by the SM Shareholders’ Representatives in accordance with Section
16.5(b) of this Agreement (i.e., by a majority in number of such SM
Shareholders’ Representatives), at least three (3) of whom shall be Independent
Directors, and at least three (3) of whom shall be non-U.S. citizens).”

Press Release Issued February 8, 2012
On February 8, 2012, the Company issued the following press release attached as
Exhibit 99.1.

This Form 6-K is being incorporated by reference into the Registrant's Form F-3
Registration Statement File No. 333-176634.